SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
or
X
- ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
-------- --------
Commission file number 0-22640
THE GLOBAL OPPORTUNITY FUND, L.P.
-------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 36-3824101
- ----------------------------- -----------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
233 S. Wacker Dr., Ste. 4500
Chicago, Illinois 60606
- ---------------------------------------- ----------------
(Address of principal executive offices) Zip Code
Registrant's telephone number (312) 526-2000
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 250,000 Units of
Limited Partnership Interest
Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
---- -----
Indicate by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to<PAGE>
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
---
The registrant is a limited partnership and, accordingly, has no voting stock
held by non-affiliates or otherwise.
As of December 31, 1997, there were 13,022 Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
- --------------------------------------
None.
TOTAL PAGES IN THIS REPORT
-----<PAGE>
PART I
--------
ITEM 1. Business
The Global Opportunity Fund Limited Partnership (the "Partnership" or the
"Fund") is a Delaware limited partnership organized to engage in the
speculative trading of futures and forward contracts and related options under
the direction of multiple professional trading advisors. Rodman & Renshaw
Futures Management, Inc. (the "General Partner") is the general partner and
trading manager of the Partnership. Rosenthal Collins Group, L.P. (Rosenthal
Collins) is the Partnership's commodity broker. On March 18, 1998, the General
Partner's parent company, Rodman & Renshaw Futures Management Group, Inc.
(RRFMG) declared bankruptcy under Chapter Seven. Since that date, there have
been no officers or employees of RRFMG or the General Partner.
On April 13, 1998, Rosenthal Collins purchased all of the outstanding shares of
stock of the General Partner. Accordingly, effective April 13, 1998, Rodman &
Renshaw Futures Management, Inc. became a wholly-owned subsidiary of Rosenthal
Collins and remained as the General Partner of the Fund.
The Partnership shall be dissolved on December 31, 2022, unless dissolved
earlier pursuant to conditions in the Limited Partnership Agreement.
The Partnership has no employees.
Regulation
- ------------
Under the commodity Exchange Act, as amended (the "Act"), commodity exchanges
and commodity futures trading are subject to regulation by the Commodity
Futures Trading Commission (the "CFTC"). The National Futures Association, Inc.
(the "NFA"), a "registered futures association" under the Act, is the only
non-exchange self-regulatory organization for commodity industry professionals.
The CFTC has delegated to the NFA responsibility for the registration of
"commodity trading advisors," commodity pool operators," "futures commission
merchants," "introducing brokers" and their respective associated persons and
"floor brokers." The Act requires "commodity pool operators," such as the
General Partner, and "commodity brokers" or "futures commission merchants,"
such as Rodman, to be registered and to comply with various reporting and
record keeping requirements. The General Partner and Rosenthal Collins are both
members of the NFA. The CFTC may suspend a commodity pool operator's
registration if it finds that its trading practices tend to disrupt orderly
market conditions or in certain other situations. In the event that the General
Partner's registration as a commodity pool operator is terminated or suspended,
the General Partner would be unable to continue to manage the business of the
Fund. Should the General Partner's registration be suspended, termination of
the Fund might result. The Act also requires Rodman, in its capacity as a
commodity broker, to be registered as a "futures commission merchant."
As members of the NFA, the General Partner and Rosenthal Collins are subject to
NFA standards relating to fair trade practices, financial condition and
customer protection. As the self-regulatory body of the futures industry, the
NFA promulgates rules governing the conduct of commodity professionals and
disciplines those professionals which do not comply with such standards.<PAGE>
In addition to such registration requirements, the CFTC and certain commodity
exchanges have established limits on the maximum net long and net short
positions which any person may hold or control in particular commodities. The
CFTC has adopted a rule requiring all domestic commodity exchanges to submit
speculative position limits for all futures contracts traded on such exchanges.
Most exchanges also limit the changes in commodity futures contract prices that
may occur during a single trading day.
ITEM 2. Properties
The Partnership does not use any physical properties in the conduct of its
business. The General Partner uses its offices to perform administrative
services for the Partnership at no cost to the Partnership.
ITEM 3. Legal Proceedings
The General Partner is not aware of any legal proceedings to which the
Partnership or the General Partner is a party.
ITEM 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the holders of units of limited
partnership interest ("Units") through the solicitation of proxies or
otherwise.<PAGE>
PART II
----------
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters
There is no established public trading market for the Units of Limit
Partnership ("Units"), nor will one develop. Units may be redeemed subject to
the conditions imposed by the Limited Partnership Agreement. As of December 31,
1997 a total of 13,022 Units were outstanding held by 121 Unit holders and 537
Units of General Partnership Interest were outstanding.
The General Partner has sole discretion in determining what distributions, if
any, the Partnership will make to its Unit holders. The General Partner has not
made any distributions to holders of Units as of the date hereof.
ITEM 6. Selected Financial Data
On the following page is a summary of selected financial data for the
partnership as of and for the years ended December 31, 1997, December 31, 1996,
December 31, 1995 and December 31, 1994, and the period September 15, 1993
(commencement of trading) through December 31, 1993.
THE GLOBAL OPPORTUNITY FUND, L.P.
SELECTED FINANCIAL DATA
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
REVENUES:
Trading profit (loss)
Realized $ 199,213 $567,853 $1,614,266 $280,319 $(269,738)
Unrealized 48,261 (410,296) 89,187 (86,031) 420,194
Foreign currency
gain (loss) (8,271) (2,210) (4,895) (10,764) 4,607
---------- -------------------- --------- ---------
Total trading profit
and foreign
currency gain 239,203 155,347 1,698,558 183,524 155,063
Interest income 78,133 80,090 166,835 64,062 0
--------- -------------------- --------- ---------
Total revenues 317,336 235,437 1,865,393 247,586 155,063
---------- -------------------- --------- ---------
EXPENSES:
Commissions 136,558 171,730 283,682 360,858 115,406
Management fees 36,255 58,757 120,929 100,604 27,429
Incentive fees 68,959 45,273 324,275 126,427 52,192<PAGE>
Administrative fees 80,132 69,620 55,000 73,960 20,000
State taxes (95) (1,590) 6,254 0 0
---------- -------------------- --------- ---------
Total expenses 321,809 343,790 790,140 661,849 215,027
---------- -------------------- --------- ---------
NET INCOME (LOSS) (4,473) (108,353) 1,075,253 (414,263) (59,964)
========== ==================== ========= =========
TOTAL ASSETS $1,554,642 $2,122,244$3,158,002 $4,319,234
========== ==================== ==========
TOTAL LIABILITIES $ 49,916 $ 87,746 $ 181,669 $ 64,906
========== ==================== ==========
PARTNER'S CAPITAL:
Limited Partners (units
outstanding): 1997 -
12,485; 1996 - 17,363;
1995 - 24,658; 1994 -
47,278) 1,441,460 1,970,331 2,911,630 4,205,575
General Partner (units
outstanding: 1997,
1996, 1995 - 537) 63,266 64,167 64,703 48,753
---------- -------------------- ---------
Total partners' capital 1,504,726 2,034,498 2,976,333 4,254,328
---------- -------------------- ---------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL 1,554,642 2,122,244 3,158,002 4,319,234
========== ==================== =========
NET ASSET VALUE PER UNIT -
LIMITED PARTNERS $ 115.46 $ 117.10 $ 118.08 $ 88.95
NET ASSET VALUE PER UNIT -
GENERAL PARTNER $ 117.01 $ 119.49 $ 120.49 $ 90.79
NET INCOME (LOSS) PER
LIMITED PARTNER UNIT $ (1.64) $ (.98) $ 29.13 $ (7.95)
NET INCOME (LOSS) PER
GENERAL PARTNER UNIT $ (1.68) $ (1.00) $ 29.70 $ (8.12)
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources
- ------------------<PAGE>
The purpose of the Partnership is to trade commodity interests; as such, the
Partnership does not have, nor does it expect to make, any capital expenditures
or have any capital assets that are not operating capital or assets. Redemption
of additional units in the future will impact the amount of funds available for
trading commodity interests. The Net Asset Values are calculated and equity
reports are reviewed by the General Partner on a daily basis to monitor the
trading advisors' activity to minimize the market and credit risks of the Fund.
The General Partner also monitors the trading advisors' compliance with
investment objectives as set forth in the prospectus.
Liquidity
- ---------
Most United States commodity exchanges limit fluctuations in commodity futures
contract prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." During a single trading day, no trades
may be executed at a price beyond the daily limit. Once the price of a futures
contract has reached the daily limit for that day, positions in that contract
can neither be taken nor liquidated. Commodity futures prices have occasionally
moved the daily limit for several consecutive days with little or no trading.
Similar occurrences could prevent the Partnership from promptly liquidating
unfavorable positions and subject the Partnership to substantial losses which
could exceed the margin initially committed to such trades. In addition, even
if commodity futures prices have not moved the daily limit, the Partnership may
not be able to execute futures trades at favorable prices if little trading in
such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Partnership's commodity trading operations, the
Partnership's assets are highly liquid and are expected to remain so. The
counterparty for all exchange-traded contracts is ED&F Man International Inc.
and for all over-the-counter contracts is ED&F Man Capital Inc.
Results of Operations
- ----------------------
For the year ended December 31, 1997, trading operations reported a net trading
profit of $239,203 and a net loss of $4,473 as compared to a net trading profit
of $155,347 and a net loss of $108,353 for the year ended December 31, 1996.
During 1996 the Fund experienced severe losses in February mainly from the
interest rate sector and European financial markets which resulted in a 31%
decrease in net asset value for the month. During the second and third quarters
of 1996, the Fund's profits from its grain positions were offset by losses due
to weather conditions which adversely affected its agricultural and natural gas
positions. The fourth quarter of 1996 showed the Fund profiting from its U.S.
bond, foreign bond, and currency positions.
Interest income, brokerage commissions, and management fees are based on the
net asset value, which decreased for the year ended December 31, 1997 as a
result of trading losses and redemptions. Interest earned for the year ended
December 31, 1997 was $78,133 as compared to $80,090 for the same period last
year. Brokerage commissions and management fees expensed during 1997 were
$136,558 and $36,255 as compared to $171,730 and $58,757 during 1996,
respectively. At December 31, 1997 there was no material credit risk exposure
exceeding 10% of total assets for either exchange-traded or over-the-counter
contracts.
ITEM 8. Financial Statement and Supplementary Data<PAGE>
The information required by this item is submitted as a separate section of
this report.
ITEM 9. Changes in and Disagreements with Independent Auditors' on Accounting
and Financial Disclosure
There were no disagreements with accountants on accounting and financial
disclosure during the quarter ended December 31, 1997. On February 6, 1998, the
Fund, upon the recommendation of the General Partner, dismissed Coopers &
Lybrand LLP and appointed McGladrey & Pullen, LLP as the Fund's certifying
accountant. The change in independent certified accountants was approved by the
Board of Directors. The report of Coopers & Lybrand LLP on the financial
statements for the Fund for the years ended December 31, 1996 and 1995,
contained no adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles. During
the years ended December 31, 1996 and 1995, and during the period from January
1, 1997 through February 6, 1998 the Fund had no disagreements with Coopers &
Lybrand LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. Further, during the years
ended December 31, 1996 and 1995 and during the January 1, 1997 through
February 6, 1998 neither the Fund nor anyone on the Fund's behalf consulted
McGladrey & Pullen LLP regarding either the application of accounting
principles to a specified transaction or the type of audit opinion that might
be rendered on the Fund's financial statements.<PAGE>
PART III
--------
ITEM 10. Directors and Executive Officers of the Registrant
The Fund has no directors or executive officers. The Fund is managed by the
General Partner. There are no "significant employees" of the Fund.
The Fund's General Partner is Rodman & Renshaw Futures Management, Inc., a
Delaware corporation. For the year ended December 31, 1997, and for the period
January 1, 1998 through March 18, 1998, the General Partner was a wholly-owned
subsidiary of Rodman & Renshaw Capital Group, Inc. Effective April 13, 1998,
the General Partner became a wholly-owned subsidiary of Rosenthal Collins
Group, L.P. The address of Rosenthal Collins Group, L.P. is 216 W. Jackson,
Chicago, Illinois 60606. Telephone Number (312) _________.
For the year ended December 31, 1997, and for the period January 1, 1998
through March 18, 1998, the principles of the General Partner were as follows:
F.L. Kirby, age 52, President and a Director of the General Partner since
January 31, 1997, and Executive Vice President and a Director of Rodman since
June 24, 1994; Senior Vice President of Oppenheimer & Co., Inc., a financial
services firm, from May, 1993 to June 1994; Director and Executive Vice
President of Rodman from 1981 to 1993.
Gilbert R. Ott, Jr., age 53, Secretary of the General Partner and General
Counsel and Secretary of Rodman since July 1, 1996; Senior Vice President,
Associate General Counsel and Secretary of Kidder, Peabody & Co. Incorporated
from December, 1991 to June, 1996 and holder of other offices with that firm
from 1978 to 1991.
Thomas G. Pinou, age 37, Treasurer and a Director of the General Partner since
January 31, 1997, and Associate Director of Accounting - Division Controller of
Rodman since August 12, 1996; Vice President of Firm Trading for Yamaichi
International, Inc. from June, 1994 to May, 1996; Assistant Treasurer of Equity
Trading Division for Bankers Trust Securities from September, 1991 to June,
1994.
Rodrigo Padilla, age 48, a Director of the General Partner since June 7, 1995;
currently a director of Abaco Grupo Financiero, S.A. de C.V., Abaco Casa de
Bolsa, S.A. de C.V. de Abaco Grupo Financiero S.A. de C.V. and Confia S.A. de
Abaco Grupo Financiero S.A. de C.V.; President and a member of the board of
directors of Industrias Delmex, S.A. de C.V.; a director of Grupo Consercio
Promesa, and business consultant to a variety of industrial corporations.
Effective April 13, 1998, J. Robert Collins is the sole officer of the General
Partner and the managing general partner of Rosenthal Collins Group, L.P., the
Partnership's commodity broker. Mr. Collins is an associated person and
principal of First United Nationwide, L.L.C. which has been a registered
Introducing Broker since January 16, 1996. Mr. Collins has acted as a
Co-Managing General Partner of the Rosenthal Collins Group L.P. since its
inception up to and including the last five years.
Section 16(a) of the Securities Exchange Act of 1934 requires the General
Partner's directors and executive officers and persons who own more than 10% of
the Common Stock to file initial stock ownership reports and reports of changes
in ownership with the Securities and Exchange Commission. The General Partner<PAGE>
must also be furnished with a copy of these reports. No Forms 3 were filed
during 1996 and 1997.
ITEM 11. Executive Compensation
The Fund is managed by its General Partner. Neither the General Partner nor its
executives or employees receive direct compensation from the Fund. There are no
compensation plans or arrangements relating to a change in control of either
the Fund or the General Partner.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1997, (a) there were 121 partners in the Partnership, of
which no partner is known to have been the beneficial owner of more than 5% of
the Units, (b) the General Partner was the beneficial owner of approximately 3%
of the Fund, and (c) there are no arrangements known to the Fund, the operation
of which may on a subsequent date result in a change in control of the Fund.
ITEM 13. Certain Relationships and Related Transactions
The General Partner retained all interest income earned from September 15, 1993
(commencement of trading) through September 15, 1994 on the Partnership's
operations as reimbursement for advancing the selling commissions and towards
the balance of the organization and offering charges. Since that date the Fund
has retained all interest earned.<PAGE>
PART IV
-------
ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) (1) Financial Statements
--------------------
See "Index to Financial Statements" on page 13 hereof.
(2) Financial Statement Schedules
------------------------------
All schedules for which provision is made in the applicable accounting
regulations of the Securities and exchange Commission are not required under
the related instructions or are inapplicable, and thereof have been omitted.
(3) Exhibits as required by Item 601 Regulation S-K
------------------------------------------------
(3) Articles of Incorporation and By-Laws
--------------------------------------
(a) Amended and Restated Limited Partnership Agreement dated
as of September 8, 1992.
(b) Certificate of Limited Partnership of the Fund as filed
with the Secretary of State of the State of Delaware on April 15, 1992.
(10) Material Contracts
------------------
(a) Selling Agreement among Campbell & Company, Inc., FX 500
Ltd., Willowbridge Associates Inc. (collectively, the "Trading Advisors"), the
Fund, Rodman & Renshaw Futures Management, Inc. and Rodman & Renshaw, Inc.
(b) Customer Agreement between the Fund and Rodman &
Renshaw, Inc.
(c) Advisory Agreement between the Fund and each Trading
Advisor.
The above exhibits are hereby incorporated by reference from the Fund's
Amendment No. 1 to the Registration Statement on Form S-1, File No. 33-48042,
except that the Fund's Amended and Restated Limited Partnership Agreement is
incorporated by reference from the Fund's Prospectus dated September 8, 1992
filed pursuant to Rule 424 (b).
(d) Amendment No. 1 to the Selling Agreement among the Fund,
Rodman & Renshaw Futures Management, Inc., Rodman & Renshaw, Inc. and each
Trading Advisor.
(e) Amendment No. 1 to the Amended and Restated Limited
Partnership Agreement.
(f) Amendment No. 1 to the Advisory Agreement between the
Fund and each Trading Advisor.<PAGE>
The above exhibits are hereby incorporated by reference from the Fund's
Amendment No. 3 (First Post-Effective) to the Registration Statement on Form
S-1, File No. 33-48042.
(g) Customer Agreement and Trading Agreement Authorization
dated March 31, 1995 between the Fund and Telesis Management, Inc.
(h) Customer Agreement and Trading Agreement Authorization
dated March 31, 1995 between the Fund and TimeTech Management, Inc.
The above exhibits are hereby incorporated by reference from the Fund's Form
10-Q for the period ended March 31, 1995.
(b) Reports on Form 8-K
No reports were filed on Form 8-K during the quarter ended December 31, 1997.
A Form 8-K dated February 11, 1998 filed March 5, 1998 reporting the change in
auditors discussed above.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934; the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
THE GLOBAL OPPORTUNITY FUND, L.P.
By: /s/THOMAS G. PINOU
Thomas G. Pinou
Treasurer and Director of Rodman &
Renshaw Futures Management, Inc.,
General Partner
Date:
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- ---------------- ------- ------
/s/F.L.KIRBY
--------- President and a Director of
F.L. Kirby Rodman & Renshaw Futures
Management Inc., General Partner
/s/THOMAS G. PINOU Treasurer and Director of
---------------
March 27, 1997
Thomas G. Pinou Rodman & Renshaw Futures
Management, Inc., General Partner
/s/GILBERT R. OTT, JR. Secretary of Rodman & Renshaw
-------------------
March 27, 1997
Gilbert R. Ott, Jr. Futures Management, Inc.,
General Partner<PAGE>
THE GLOBAL OPPORTUNITY FUND, L.P.
Report on FORM 10-K for the Year Ended December 31, 1997
FINANCIAL STATEMENT AND SCHEDULE INDEX
Sequential Page
INDEPENDENT AUDITORS' REPORTS
FINANCIAL STATEMENTS................................. 1
Statements of financial condition
as of December 31, 1997 and 1996.............. 2
Statements of operations
as of December 31, 1997, 1996 and 1995........ 3
Statements of changes in partners' capital
as of December 31, 1997, 1996 and 1995........ 4
Notes to financial statements..................... 5 - 9
Oath......................................... .... 10<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Partners
The Global Opportunity Fund, L.P.
Chicago, Illinois
We were engaged to audit the accompanying statement of financial condition of
the Global Opportunity Fund, L.P. as of December 31, 1997, and the related
statements of operations and changes in partners' capital for the year then
ended.
Both current and former management have refused to provide written
representations as to their responsibility for the fair presentation of the
financial statements and other matters which could materially affect the
amounts and classification of items included in the financial statements. Such
representations are required under generally accepted auditing standards.
Since the current and former management of the Global Opportunity Fund have
refused to provide written representations as noted in the preceding paragraph,
the scope of our work was not sufficient to enable us to express, and we do not
express, an opinion on the financial statements referred to above.
The accompanying statements of financial condition of the Global Opportunity
Fund, L.P. as of December 31, 1996, and the related statements of operations
and changes in partners' capital for each of the two years in the period ended
December 31, 1996, were not audited by us and, accordingly, we do not express
an opinion on them.
Chicago, Illinois
March 13, 1998<PAGE>
THE GLOBAL OPPORTUNITY FUND, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
December 31, 1997 and 1996
ASSETS 1997 1996
---- ----
Equity in futures and forwards trading accounts:
Cash $ 464,386 $ 651,740
United States Treasury securities,
at market value, cost 1997 $1,026,788;
1996 $1,394,294 1,027,478 1,427,594
Net unrealized appreciation on open contracts 61,316 13,055
----------- ----------
Total equity in futures and forwards
trading accounts 1,553,180 2,092,389
Receivable from commodity broker 0 28,225
Other receivable 1,462 1,630
----------- ----------
$1,554,642 $2,122,244
=========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accrued administrative expenses $ 2,5220 $ 26,088
Accrued brokerage commissions and fees 8,822 12,621
Accrued management fees 6,377 7,852
Accrued incentive fees 9,261 40,949
Miscellaneous payables 236 236
----------- ----------
Total liabilities 49,916 87,746
----------- ----------
Partners' Capital
Limited Partners (units outstanding:
1997 - 12,485; 1996 - 16,826) 1,441,460 1,970,331
General Partner (units outstanding:
1997 and 1996 - 537) 63,266 64,167
----------- ----------
1,504,726 2,034,498
----------- ----------
$1,554,642 $2,122,244
=========== ==========
Net asset value per unit, Limited Partners $ 115.46 $ 117.10
=========== ==========
Net asset value per unit, General Partner $ 117.01 $ 119.49
=========== ==========
THE GLOBAL OPPORTUNITY FUND, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995<PAGE>
---- ---- ----
Revenues:
Trading profit (loss):
Realized $ 199,213 $ 567,853 $1,614,266
Unrealized 48,261 (410,296) 89,187
Foreign currency gain (loss) (8,271) (2,210) (4,895)
---------- ---------- ----------
Total trading profit and
foreign currency gain 239,203 155,347 1,698,558
Interest income 78,133 80,090 166,835
---------- ---------- ----------
Total revenues 317,336 235,437 1,865,393
---------- ---------- ----------
Expenses:
Brokerage commissions 136,558 171,730 283,682
Management fees 36,255 58,757 120,929
Incentive fees 68,959 45,273 324,275
Administrative expenses 80,132 69,620 55,000
State taxes (95) (1,590) 6,254
---------- ---------- -----------
Total expenses 321,809 343,790 790,140
---------- ---------- -----------
Net (loss) income $ (4,473) $(108,353) $1,075,253
========== ========== ===========
Net (loss) income allocated to:
Limited Partners $ (3,572) $(107,817) $1,299,903
========== ========== ===========
General Partners $ (901) $ (536) $ 15,950
========== ========== ===========
Increase (decrease) in net asset value
per Limited Partner unit outstanding
throughout each period $ (1.64) $ (.98) $ 29.13
========== ========== ===========
Increase (decrease) in net asset value
per General Partner unit outstanding
throughout each period $ (1.68) $ (1.00) $ 29.70
========== ========== ===========<PAGE>
THE GLOBAL OPPORTUNITY FUND, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
Years Ended December 31, 1997, 1996 and 1995
General Limited
Partner Partners Total
------- -------- -----
Balance, December 31, 1994 $ 48,753 $4,205,575 $ 4,254,328
Redemption of 22,620 units of
Limited Partnership Interest 0 (2,353,248) (2,353,248)
Net income 15,950 1,059,303 1,075,253
---------- ----------- -----------
Balance, December 31, 1995 64,703 2,911,630 2,976,333
Redemption of 7,832 units of
Limited Partnership Interest 0 (833,482) (833,482)
Net (loss) (536) (107,817) (108,353)
---------- ----------- -----------
Balance, December 31, 1996 64,167 1,970,331 2,034,498
Redemption of 4,341 units of
Limited Partnership Interest 0 (525,299) (525,299)
Net (loss) (901) (3,572) (4,473)
---------- ----------- -----------
Balance, December 31, 1997 $ 63,266 $1,441,460 $ 1,504,726
========== =========== ===========<PAGE>
NOTE 1. Organization of the Partnership and Significant Accounting Policies
The Global Opportunity Fund, L.P. (the Partnership) was organized under the
Delaware Revised Uniform Limited Partnership Act on April 15, 1992, to engage
in the speculative trading of commodity futures, forward contracts, and other
commodity interests. Trading commenced on September 15, 1993. The General
Partner and Commodity Pool Operator for the Partnership is Rodman & Renshaw
Futures Management, Inc. (the General Partner). Prior to August 2, 1996, the
commodity broker and selling agent was Rodman & Renshaw, Inc. (R&R). Effective
August 2, 1996, Rodman transferred its futures clearing business to an
affiliate, Rodman & Renshaw Futures, Inc. (Rodman) which served as the
Partnership's commodity broker and selling agent for the remainder of 1996.
Both the General Partner and Rodman are wholly owned subsidiaries of Rodman &
Renshaw Capital Group, Inc. In January 1997, Rodman ceased its futures clearing
business and the Fund entered into a new clearing agreement with an
unaffiliated futures commission merchant. The terms of the new agreement are
substantially identical to those under the agreement with Rodman as described
in Note 2. The Partnership is registered with the Commodities Futures Trading
Commission (CFTC) as a Commodity Pool, and is subject to the rules of the CFTC
and the National Futures Association.
250,000 units of Limited Partnership interest were available during the initial
offering period. The Partnership is closed and not presently selling additional
units.
Dissolution of Partnership:
- ---------------------------
The Partnership will be dissolved on December 31, 2022, or at an earlier date
if certain conditions occur, including among others, a decline in aggregate net
assets to less than $250,000, a decline in the net asset value per unit (unit)
as of the end of any month to less than $25, or under certain other
circumstances as defined in the Limited Partnership Agreement.
Significant accounting policies are as follows:
Accounting estimates:
- ---------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Revenue recognition:
- --------------------
Futures contracts are recorded on trade date and open contracts are reflected
in the financial statements at the market value on the last business day of the
reporting period. The difference between the original contract amount and
market value is reflected in income as an unrealized gain (loss). Market value
of futures contracts is based upon exchange settlement prices.
Operating expenses:
- -------------------<PAGE>
The Partnership incurs incentive and management fees payable to its trading
advisors plus brokerage commissions payable to the respective commodity broker.
Also, the Partnership incurs ongoing legal, accounting and administrative
costs.
Organization costs:
- -------------------
An organization and offering charge of $2.00 per Limited Partnership unit was
deducted from the subscription price and paid to the General Partner in order
to cover such expenses. Rodman paid all initial organization and offering costs
and received the $2.00 per partnership unit from the initial investors.
Organization and offering charges exceeding $300,000 were the responsibility of
the General Partner.
Allocation of profits and losses:
- ---------------------------------
The General Partner and each Limited Partner share in any profits and losses of
the Partnership in proportion to the amount of Partnership interest owned by
each.
Redemptions:
- ------------
Units may be redeemed, at the option of any Limited Partner, at the net asset
value as of the close of business on the last day of any month (commencing with
the sixth full month after the Partnership commenced trading) upon 10-day prior
written notice to the General Partner. Limited Partners will be charged 4%, 3%,
2% and 1% of the net asset value as of the date of redemption on all
redemptions on or prior to the end of the twelfth, eighteenth, twenty-fourth,
and thirtieth full month, respectively, after the Partnership commenced
trading. Such charges will be paid to the General Partner.
Distributions:
- --------------
The General Partner does not presently intend to make regular distributions of
either profits or capital to Limited Partners, particularly in view of Limited
Partners' monthly redemption rights. In the event that the Partnership
recognizes substantial profits, the General Partner may reconsider, but there
can be no assurance whatsoever that any distributions will be made.
Accordingly, the Limited Partners may incur current income tax liabilities in
excess of any distributions received by them from the Partnership.
Income taxes:
- -------------
No provision for federal income taxes has been made in these financial
statements as each partner is individually responsible for reporting income or
loss based on their respective share of the Partnership's income and expenses
as reported for income tax purposes.
The Partnership is required to pay an Illinois replacement tax of 1.5% of net
income related to those limited partners who are not otherwise subject to the
tax.<PAGE>
Right of setoff of certain amounts:
- -----------------------------------
Pursuant to the Partnership's agreement with its futures clearing broker, all
balances placed on deposit with such broker, whether used for trading purposes
or not, are available to be used for margin purposes on any exchange and for
any contract in which the Partnership trades. The Partnership has similar
agreements with a financial institution for its over-the-counter forward
contracts. As a result, the financial statements only present the net asset or
liability relating to such trading activities.
NOTE 2. Related Parties and Brokerage Commissions
The Partnership pays the commodity broker 0.625 of 1% (a 7.5% annual rate) of
the Partnership's month-end assets for brokerage and other services.
Furthermore, the Partnership pays all "give-up" fees, as defined. For fiscal
1996 and 1995, brokerage commissions expense paid to R&R/Rodman totaled
$171,730 and $283,682, respectively. As of December 31, 1996, brokerage
commissions payable to Rodman were $12,621.
At December 31, 1996, the Partnership maintained segregated cash at Rodman of
$1,336.
NOTE 3. Net Gain (Loss) in Net Asset Value Per Unit
The increase (decrease) in net asset value per Limited Partnership unit
outstanding throughout each period is the difference between the net asset
value per unit at the beginning and end of the period.
NOTE 4. Fair Value of Financial Instruments
The Partnership believes that the carrying value of its financial instruments
is a reasonable estimate of fair value. Equity in commodity futures trading
accounts and the United States Treasury securities are recorded at market using
market quotations from the Partnership's futures broker. The fair value of all
other financial instruments reflected in the statement of financial condition
(primarily receivable from commodity broker and accrued expenses) approximate
the recorded value due to their short-term nature.
NOTE 5. Trading Advisors
The trading decisions for the Partnership as of December 31, 1997 and 1996,
were made by Campbell & Company, Inc.; FX 500 Ltd.; Willowbridge Associate,
Inc.; Telesis Management, Inc.; and TimeTech Management, Inc. (collectively,
the Trading Advisors), pursuant to individual advisory agreements entered into
between the Partnership and each Trading Advisor. Each of the advisory
agreements may be renewed at or prior to their expiration at the option of the
General Partner. Each Trading Advisor, however, may terminate its advisory
agreement with the Partnership prior to the expiration of its initial agreement
upon 90 days' prior written notice. The Trading Advisors will determine the
commodity futures and forward trades to be made on behalf of the Partnership,
subject to certain trading policies and to certain rights reserved to the
General Partner.
The Trading Advisors receive a monthly management fee of 0.166 of 1% of
month-end Net Assets (as defined) allocated to them (2% annual rate).<PAGE>
Quarterly incentive fees equal to 20% based on any new trading profit, as
defined, generated by each trading advisor, considered individually, are paid
to the respective trading advisor. Such payments are also made in respect of
units redeemed as of the interim months during a quarter, to the extent of 20%
of any such new trading profit attributable to such units.
NOTE 6. Off-Balance Sheet Risk and Fair Value of Derivative Financial
Instruments
The fund trades various derivative financial instruments, principally futures
and forward contracts.
Market risk:
- ------------
Derivative financial instruments involve varying degrees of off-balance sheet
market risk whereby changes in the level or volatility of interest rates,
foreign currency exchange rates or market values of the underlying financial
instruments or commodities may result in cash settlements in excess of the
amounts recognized in the statements of financial condition. The Partnership's
exposure to market risk is directly influenced by a number of factors,
including the volatility of the markets in which the financial instruments are
traded and the liquidity of those markets.
The General Partner has procedures in place to control market risk, although
there can be no assurance that they will, in fact, succeed in doing so. The
procedures focus primarily on monitoring the trading activity of the advisors
from time to time by the Partnership, daily review of the outstanding positions
to consider possible over concentration of an individual Advisor and overall
Partnership basis and calculating the Partnership's Net Asset Value every day.
While the General Partner will, itself, not intervene in the markets to hedge
or diversify the Partnership's market exposure, the General Partner may urge
the advisors to reallocate positions, or itself reallocate Partnerships assets
among Advisors. However, such interventions are unusual and the General
Partner's basic control procedures consist simply of the ongoing process of
advisors selection and monitoring, with market risk controls being applied by
the advisors themselves.
The notional contract values as of December 31, 1997 and 1996, were as follows:
1997 1996
---- -----
Financial futures contracts:
Commitments to purchase $ 33,437,935 $23,496,713
Commitments to sell 8,446,314 12,106,408
Currency-Forward contracts:
Commitments to purchase 0 363,995
Commitments to sell 45,521 361,841
Fair Value:
- -----------
The derivative instruments used in the Partnership's trading activities are
marked to market daily with the resulting unrealized gains or losses recorded<PAGE>
in the Statement of Financial Condition and the related income or loss
reflected in trading revenues.
The fair value of derivative instruments at December 31, 1997 and 1996, as well
as the average fair value for the year then ended is presented in the table
that follows. Assets represent unrealized gains and liabilities unrealized
losses.
1997 1996
------------------------- ----------------------
Year End Average Year End Average
Fair Value Fair Value Fair Value Fair Value
------------------------- ----------------------
Assets (Liabilities):
Futures $ 65,918 $ 78,139 $ 11,519 $ 196,016
Forwards (4,602) (19,153) 1,536 2,867
----------- ---------- ---------- ---------
$ 61,316 $ 58,986 $ 13,055 $ 198,883
=========== ========== ========== =========
Credit risk:
- ------------
During 1996, the Partnership's broker, R&R/Rodman, began utilizing an unrelated
clearing broker for all execution and clearing activities related to the
Partnership's commodity trading. Margin requirements are satisfied by cash and
securities on deposit with such clearing broker in segregated interest bearing
accounts. At December 31, 1997 and 1996, all of the equity and securities in
commodity futures trading accounts reflected on the statements of financial
condition are due principally from this unrelated clearing broker, who is a
member of nationally recognized futures exchanges. In the event that the
clearing broker becomes insolvent, recovery of segregated funds may be limited
to a pro rata share of all customer segregated funds available. In such an
instance, the Partnership could incur losses to the extent that the recovered
amount is less than the total cash and other property deposited with the
clearing broker.
The Partnership conducts its trading with its futures commission merchant on
commodity futures exchanges that are located in Chicago, New York, London,
Paris, Singapore, Sydney and other major financial markets. The General Partner
monitors the creditworthiness of its futures commission merchant with whom it
conducts business.
The risks associated with exchange-traded contracts are typically perceived to
be less than those associated with over-the-counter transactions, because
exchanges typically (but not universally) provide clearinghouse arrangements in
which the collective credit (in some cases limited in amount, in some cases
not) of the members of the exchange is pledged to support the financial
integrity of the exchange, whereas in over-the-counter transactions, traders
must rely solely on the credit of their respective individual counterparties.
Margins, which may be subject to loss in the event of default, are generally
required in exchange trading, and counterparties may require margin in
over-the-counter markets.
Note 7. Subsequent Event<PAGE>
On March 18, 1998, the General Partner's parent company, Rodman & Renshaw
Futures Management Group, Inc. (RRFMG) declared bankruptcy. On April 13, 1998,
Rosenthal Collins Group, L.P. (Rosenthal Collins) purchased all of the
outstanding shares of stock of the General Partner. Accordingly, effective
April 13, 1998, Rodman & Renshaw Futures Management, Inc. became a wholly-owned
subsidiary of Rosenthal Collins and remained as the General Partner of the
Fund.<PAGE>
ARTICLE 5 FDS FOR 10-K
PERIOD-TYPE YEAR
FISCAL-YEAR-END DEC-31-1997
PERIOD-END DEC-31-1997
CASH 464,386
SECURITIES 1,088,794
RECEIVABLES 1,462
ALLOWANCES 0
INVENTORY 0
CURRENT-ASSETS 1,554,642
PP&E 0
DEPRECIATION 0
TOTAL-ASSETS 1,554,642
CURRENT-LIABILITIES 49,916
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 0
OTHER-5E 1,504,726
TOTAL-LIABILITY-AND-EQUITY 1,554,642
SALES 0
TOTAL-REVENUES 317,336
CGS 0
TOTAL-COSTS 321,809
OTHER-EXPENSES 0
LOSS-PROVISION 0
INTEREST-EXPENSE 0
INCOME-PRETAX (4,473)
INCOME-TAX 0
INCOME-CONTINUING (4,473)
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (4,473)
EPS-PRIMARY 0
EPS - DILUTED (1.64)
Footnotes
- ---------
This figure represents $1,027,478 of U.S. Treasury securities and $61,316 of
unrealized gain on open contracts.
n.2
This figure represents $1,441,460 of Limited Partners' Capital and $63,266 of
General Partner's Capital.
n3
The net earnings per unit for a Limited Partner is ($1.64). The net earnings
per unit for the General Partner is ($1.68).<PAGE>
