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, 1999
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.)
216 W. Jackson Blvd. Suite 300
Chicago, Illinois 60606
- ---------------------------------------- ---------------
(Address of principal executive offices) Zip Code
Registrant's telephone number (312) 460-9200
--------------
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
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, 1999, there were 6,302 Units outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
- --------------------------------------
The prospectus included in the partnership's registration statement, Form S-18,
No. 0-22640 is incorporated by reference into Part IV of this Form 10-K.
Page 1 of 10
An Index to Exhibits required by Item 14 is found at page 11
PART I
--------
ITEM 1. Business
(a) General Development of Business
The Global Opportunity Fund, L.P. (the "Partnership") is a limited
partnership organized in April 1992, pursuant to a Limited Partnership
Agreement and under the Uniform Limited Partnership Act of the State of
Delaware and funded through an offering of limited partnership units. The
Partnership commenced trading on September 15, 1993. The Partnership conducts
speculative trading of commodity futures, forward contracts and other commodity
interests.
The Global Opportunity Fund Limited Partnership will terminate on December
31, 2022, unless dissolved earlier pursuant to conditions of the Limited
Partnership agreement.
Rosenthal Collins Futures Management, Inc., a Delaware corporation wholly
owned by Rosenthal Collins Group L.L.C., is the General Partner of the
Partnership. In April of 1998 Rosenthal Collins Group, an Illinois Limited
Partnership, ("the broker"), was enlisted to act as the commodity clearing firm
for the Partnership and it performs various administrative services for the
fund. Services performed for the Partnership by the commodity broker or the
General Partner under the terms of the Customer and the Limited Partnership
Agreements, include the following:
1. Executes all trades on behalf of the Partnership based on instructions of
the Partnership's Trading Manager.
2. Maintains the Partnership books and records, which limited partners or
their duly authorized representatives may inspect during normal business hours
for any proper purpose upon reasonable written notice to the General Partner.
3. Furnishes each limited partner with a monthly statement describing the
performance of the Partnership, which sets forth aggregate management fees,
incentive fees, brokerage commissions and other expenses incurred or accrued
by the Partnership during the month.
4. Forwards annual certified financial statements (including a balance sheet
and a statement of income and expenses) to each limited partner.
5. Provides to each limited partner tax information necessary for the
preparation of his annual federal income tax return and such other information
as the CFTC may by regulation require.
6. Performs secretarial and other clerical responsibilities and furnishes
office space, equipment and supplies as may be necessary for supervising the
affairs of the Partnership.
7. Administers the redemption of Units.
Under the terms of the Customer Agreement, the Partnership pays brokerage
commissions to the commodity broker of $10 per round turn per contract for
futures contracts.
The Partnership pays the General Partner, Rosenthal Collins Futures
Management, Inc., an annual brokerage fee equal to an annual rate of seven and
one half percent of the average month-end net assets as a whole, as defined,
during the year.
The Trading Manager responsible for selecting commodity transactions
during 1999 was Willowbridge. Campbell and Co., Willowbridge, Telesis, and
Timetech were trading advisors for the Partnership in past years. The Trading
Manager is not affiliated with Rosenthal Collins Futures Management or with
Rosenthal Collins Group. For their services, the Trading Manager received a
management fee equal to an annual rate of two percent of the month end net
assets, after commissions and charges, based on the portion of Fund equity
allocated to the Trading Manager. The Fund pays a quarterly incentive fee
based on new appreciation on Partnership assets, which includes the
Partnership's interest income. Such quarterly incentive fee equals 20% of
trading profits attributed the Trading Manager. If the fund should incur net
losses subsequent to any such payment to the Trading Manager, the Trading
Manager shall be entitled to retain amounts previously paid by the Fund;
However, no subsequent fee will be paid until the Trading Manager's allocation
of equity has experienced new appreciation.
Regulation
Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and futures and options trading are subject to regulation by the
Commodity Futures Trading Commission (the "CFTC"). The Act requires "Commodity
Pool Operators," such as the General Partner and "Commodity Trading Advisors,"
such as the Trading Managers, to be registered and to comply with various
reporting and record keeping requirements. The CFTC may suspend a Commodity
Pool Operator's or Trading Advisor'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 registration of the General Partner as a Commodity
Pool Operator or any Trading Manager's registration as a Commodity Trading
Advisor were terminated or suspended, the General Partner and the Trading
Manager, respectively, would be unable to continue to manage the business of
the Partnership. Should the General Partners' registration be suspended,
termination of the Partnership might result. The Act also requires the
commodity Broker to be registered as a "Futures Commission Merchant."
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net
short position which any person may hold or control in particular commodities.
The CFTC has adopted a rule requiring all domestic commodity exchanges to
submit for approval 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.
The partnership may trade on foreign commodity exchanges which are not
subject to regulation by any United States government agency.
(b) Financial Information About Industry Segments
The Partnership operates in one business segment, speculative trading of
commodity futures contracts. The Partnership does not engage in sales of goods
or services.
(c) Narrative Description of Business
See Items 1 (a) and (b) above.
(i) through (xii) - not applicable
(xiii) - the Partnership has no employees
(d) Financial information about foreign and domestic operations and
export sales
The Partnership does not engage in sales of goods or services. See
"Paragraph 1(b) Financial information about industry segments.
PART II
----------
Item 2. Properties
The Partnership does not own any properties.
Item 3. Legal Proceedings
The General Partner is not aware of any pending legal proceedings to which
the Partnership or the General Partner is a party.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters
(a) Market Information
There is no trading market for the Units, and none is likely to develop.
Units are transferable only after written notice has been given to the General
Partner.
Units may be redeemed upon fifteen days notice at their Net Asset Value
(as defined in the Limited Partnership Agreement) as of the last business day
of any calendar month with a minimum of ten days written notice, less any
early redemption penalty as provided in the Limited Partnership Agreement.
(b) Holders
As of December 31, 1999, there were 59 holders of the Limited Partner
Units. 6,302 units were outstanding on this date, including 537 units of
General Partnership interest.
(c) Dividends
There were no dividends or distributions made in respect of the Units and
any future distributions will only be made at the discretion of the General
Partner.
Item 6. Selected Financial Data
The following page contains a summary of selected consolidated financial
data for the Partnership for the fiscal years ended December 31, 1999, 1998,
1997, 1996, and 1995.
THE GLOBAL OPPORTUNITY FUND, L.P.
SELECTED FINANCIAL DATA
December 31
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
INCOME:
Trading gains (losses)
Realized $ 61,284 $263,363 $199,213 $567,853 $1,614,266
Change in unrealized 8,472 (53,196) 48,261 (410,296) 89,187
Foreign currency
(loss) (2,631) (8,145) (8,271) (2,210) (4,895)
-------- --------- --------- -------- --------
Total trading
and foreign
currency gains 67,125 202,022 239,203 155,347 1,698,558
Interest income 39,516 58,794 78,133 80,090 166,835
------------------ --------- -------- ---------
Total income 106,641 260,816 317,336 235,437 1,865,393
------------------ --------- -------- ---------
EXPENSES:
Brokerage commissions 65,702 89,057 136,558 171,730 283,682
Management fees 12,576 17,083 36,255 58,757 120,929
Incentive fees 13,893 11,890 68,959 45,273 324,275
Administrative fees 67,000 72,000 80,132 69,620 55,000
State taxes - - (95) (1,590) 6,254
--------- --------- --------- -------- ---------
Total expenses 159,171 190,030 321,809 343,790 790,140
--------- --------- --------- -------- ---------
NET INCOME (LOSS) (52,530) 70,786 (4,473) (108,353) 1,075,253
========== ========= ========= ======== =========
TOTAL ASSETS $765,727 $975,078 $1,554,642$2,122,244 $3,158,002
========= ========= ========= ========= ========
TOTAL LIABILITIES $26,422 $34,844 $49,916 $87,746 $ 81,669
========= ========= ========= ========= ========
PARTNER'S CAPITAL:
Limited Partners
Units 5,765 6,927 12,485 17,363 24,658
Value 675,075 871,265 1,441,460 1,970,331 2,911,630
General Partner
(537 units) 64,230 68,969 63,266 64,167 64,703
--------- --------- --------- --------- ---------
Total partners' capital 739,305 940,234 1,504,726 2,034,498 2,976,333
---------- --------- --------- --------- ---------
TOTAL LIABILITIES AND
PARTNERS' CAPITAL 765,727 975,078 1,554,642 2,122,244 3,158,002
========== ========= ========= ========= =========
NET ASSET VALUE PER UNIT -
LIMITED PARTNERS $117.10 $125.78 $115.46 $117.10 $118.08
NET ASSET VALUE PER UNIT -
GENERAL PARTNER $119.61 $128.43 $117.81 $119.49 $120.49
NET INCOME (LOSS) PER
LIMITED PARTNER UNIT $(8.29) $10.32 $(1.64) $(.98) $29.13
NET INCOME (LOSS) PER
GENERAL PARTNER UNIT $(8.82) $10.62 $(1.68) $(1.00) $29.70
See Notes to Financial Statements.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Liquidity
Reference is made to "Item 6. Selected Financial Data" and "Item 8.
Financial Statements and Supplementary Data." The information contained
therein is essential to, and should be read in conjunction with the following
analysis.
Most United States commodity exchanges limit fluctuations in commodity
futures and options 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 prices 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 and options 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 and option 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 futures and options trading
operations, the Partnership's assets are highly liquid and are expected to
remain so.
Capital Resources
The Partnership does not intend to raise any additional capital through
borrowing. Due to the nature of the Partnership's business, it will make no
significant capital expenditures, and substantially all its assets are and will
be represented by cash, deposits with futures commission merchants and
commodity futures investments. Inflation is not a direct factor in the
Partnership's profitability although it can influence the attitudes of current
investors or potential investors.
Market and Credit Risk
The Partnership engages in the speculative trading of U.S. and foreign
futures contracts, options in U.S. and foreign futures contracts, and forward
contracts (collectively, derivatives). These derivatives include both
financial and nonfinancial contracts held as part of a diversified trading
strategy. The Partnership is exposed to both market risk, the risk arising
from changes in the market value of the contracts; and credit risk, the risk of
failure by another party to perform according to the terms of a contract.
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market risk equal to
the value of futures and forward contracts purchased on unlimited liability on
such contracts sold short. As both a buyer and seller of options, the
partnership pays or receives a premium at the outset and then bears the risk of
unfavorable changes in the price of the contract underlying the option. Written
options expose the Partnership to potentially unlimited liability; for
purchased options the risk of loss is limited to the premiums paid.
It is believed that credit risk is minimal as no borrowing has been
conducted in the name of the Partnership. The portion of Partnership assets
held in U.S. T bills (approximately 78%) is subject to interest rate
fluctuations, but regarded as a low-risk investment. Assets are used for
speculative purposes on exchange traded futures contracts. The commodity
trading advisor engaged by the Partnership typically utilizes between 15% to
20% leverage as part of risk management in its trading strategy. The General
Partner reviews the trading advisor's market activity on a daily basis and is
apprised of general futures market activity on an ongoing basis.
The General Partner has established procedures to actively monitor and
minimize market and credit risks. The General Partner reviews the trading
advisor's market activity on a daily basis and is appraised of general futures
market activity on an ongoing basis. The Limited Partners bear the risk of
loss only to the extent of the market value of their respective investments
and, in certain specific circumstances, distributions and redemptions received.
Results of Operations
Trading operations posted a gain of $67,125 for the year ended December
31, 1999 as compared to a net gain of $202,022 in 1998 and a net gain of
$239,203 in 1997. The majority of profits were made in long positions in stock
market indices as well as long positions in the energy complex.
Fund units are redeemed on a monthly basis. During the fiscal year ending
December 31, 1999, 1,162 units with a total value of $148,399 were redeemed.
During fiscal year 1998, redeemed units equaled 5,558 with a value of $635,278.
There were 4,341 units redeemed in 1997 for a total of $525,299.
Item 8. Financial Statements and Supplementary Data
Financial statements meeting the requirements of Regulation S-X are listed
on page F-1 of this report.
The supplementary financial information, specified by Item 302 of
Regulation S-K, is not applicable.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers. The Partnership
is managed by its General Partner. Trading decisions for the Partnership are
made by the Trading Manager. The General Partner is Rosenthal Collins Futures
Management, Inc., which is owned by Rosenthal Collins Group, LLC. The address
of the General Partner is 216 W. Jackson Blvd. Suite 300, Chicago, Illinois
60606.
Item 11. Executive Compensation
The Partnership has no directors or officers. The Fund is managed by the
General Partner as described in "Item 1. Business" herein.
During the past year, one trading advisor acted as the Partnership's
Trading Manager, pursuant to the Management Contracts described in "Item 1.
Business." For the year ended December 31, 1999. Willowbridge was paid $12,576
in management fees and $13,893 in incentive fees. For the year ended December
31, 1999, Rosenthal Collins Futures Management, Inc. has been paid $65,702 in
brokerage fees, of which Rosenthal Collins Group has been paid $5,234 in
brokerage clearing commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
The Trading Manager did not own units in the Partnership during 1999. On
December 31, 1999 Rosenthal Collins Futures Management, Inc., the General
Partner, owned 8.52% of the Fund while Donald Christensen, a Limited Partner,
owned 7.93%.
(b) Security Ownership of Management
Under the terms of the Limited Partnership agreement, the Partnership's
affairs are managed by the General Partner and the Trading Manager has
discretionary authority over the Partnership's commodity investments. As of
December 31, 1999 the General Partner's interest in the Partnership was worth
$64,230.
(c) Changes in Control
The Fund's General Partner is Rosenthal Collins Futures Management, Inc.,
a Delaware corporation. The General Partner was a wholly-owned subsidiary of
Rodman & Renshaw Capital Group, Inc. until April 24, 1998 when it was sold to
Rosenthal Collins Group, L.P., an Illinois Limited Partnership. Rosenthal
Collins Group, L.L.C. is a registered Futures Commission Merchant and has
served as the clearing broker for The Global Opportunity Fund, L.P. since April
24, 1998. Prior to that date, Rand Financial Services was the clearing broker
for the Fund. In March of 1999, Rodman & Renshaw Futures Management Inc.
changed its business name to Rosenthal Collins Futures Management, Inc.
J. Robert Collins is a General Partner of Rosenthal Collins Group and is the
President of Rosenthal Collins Futures Management, Inc., the General Partner
of The Global Opportunity Fund, L.P.
During 1999, Willowbridge was the sole Trading Manager of the fund. The
Trading Manager does not have any affiliations with the General Partner,
Rosenthal Collins Futures Management, or with Rosenthal Collins Group.
Item 13. Certain Relationships and Related Transactions
Refer to Item 12, section (c)
The General Partner, Rosenthal Collins Futures Management, Inc., is a
Corporation wholly owned by Rosenthal Collins Group, L.L.C.
All charges are described in Item 1. Business, and amounts paid are
described in Item 11. Executive Compensation.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements
See Index to Financial Statements on page F-1.
(a) (2) Financial Statements Schedules
Schedules are omitted for the reason that they are not required or
are not applicable or that equivalent information has been included in the
financial statements or the notes thereto.
(a) (3) Exhibits
(3) Articles of Incorporation and By-laws
a. Limited Partnership Agreement (attached to the Prospectus as
Exhibit B)
b. Subscription Requirements (attached to the Prospectus as Exhibit
B)
c. Power of Attorney (attached to the Prospectus as Exhibit B)
d. Request for Redemption (attached to the Prospectus as Exhibit D)
(10) Material Contracts
a. Brokerage Agreement between the Partnership and Rosenthal Collins Group,
LLC.
b. Advisory contract between Registrant and Campbell and Co.
c. Advisory contract between Registrant and Willowbridge.
d. Advisory contract between Registrant and Telesis.
e. Advisory contract between Registrant and Timetech.
INDEX OF EXHIBITS
(The following exhibits have been previously filed)
Exhibit Description Number
3.1 Limited Partnership Agreement (attached to the Prospectus as Exhibit A).
3.2 Subscription Requirements (attached to the Prospectus as Exhibit B).
3.3 Power of Attorney (attached to the Prospectus as Exhibit C).
3.4 Request for Redemption (attached to the Prospectus as Exhibit D).
10.01 Customer Agreement between Registrant and Rosenthal Collins Group
10.02 Advisory contract between Registrant and Campbell and Co.
10.03 Advisory contract between Registrant and Willowbridge.
10.04 Advisory contract between Registrant and Telesis.
10.05 Advisory contract between Registrant and Timetech.
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, in the City of
Chicago and State of Illinois on the _______ day of _____________, 2000
THE GLOBAL OPPORTUNITY FUND, L.P. STATE OF ILLINOIS
COUNTY OF COOK By
ROSENTHAL COLLINS FUTURES MANAGEMENT, INC.
SUBSCRIBED and SWORN to before me
this _________ day of _______ 2000
- ---------------------------
By J. Robert Collins President
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 General
Partner of the Registrant in the capacities and on the date indicated.
By ROSENTHAL COLLINS FUTURES MANAGEMENT, INC. STATE OF ILLINOIS
General Partner of the Registrant COUNTY OF COOK
SUBSCRIBED and SWORN to before me
this _________ day of _______ 2000
By
J. Robert Collins
President
(the above signatories being the principal executive officer of Rosenthal
Collins Futures Management, Inc.)
The Global Opportunity Fund, L.P.
(An Illinois Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
Pages
Report of Independent Accountants F-2
Financial Statements:
Statements of Financial Condition as of F-3
December 31, 1999 and 1998
Statements of Operations for the F-4
years ended December 31, 1999, 1998 and 1997
Statements of Changes in Partners' Capital for F-5
the years ended December 31, 1999, 1998, and 1997
Notes to Financial Statements F-6/F-10
Schedules are omitted because they are inapplicable or equivalent information
has been included elsewhere herein.
INDEPENDENT AUDITOR'S REPORT
To the Partners
The Global Opportunity Fund, L.P.
Chicago, Illinois
We have audited the accompanying statements of financial condition of the
Global Opportunity Fund, L.P. as of December 31, 1999 and 1998, and the related
statements of operations and changes in partners' capital for each of the years
ended December 31, 1999, 1998 and 1997. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
Except as discussed in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
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 for
the year ended December 31, 1997. 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,
the scope of our work was not sufficient to enable us to express, and we do not
express, an opinion on the financial statements for the year ended December 31,
1997.
In our opinion, the 1999 and 1998 financial statements referred to above
represent fairly, in all material respects, the financial position of the
Global Opportunity Fund, L.P. as of December 31, 1999 and 1998, and the results
of its operations and changes in its net assets for the years then ended in
conformity with generally accepted accounting principles.
Chicago, Illinois
March 3, 2000
F-2 <PAGE>
THE GLOBAL OPPORTUNITY FUND, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
December 31, 1999 and 1998
ASSETS 1999 1998
---- ---
Equity in broker trading accounts:
Cash $156,952 $367,839
United States Treasury securities,
at market value 592,151 598,039
Unrealized gain on open contracts 16,592 8,120
--------- --------
Deposits with broker 765,695 973,998
Other receivable 32 1,080
-------- --------
$765,727 $975,078
==================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accrued administrative expenses $19,166 $25,009
Accrued brokerage commissions and fees 4,012 5,618
Accrued management fees 3,244 4,217
-------- --------
Total liabilities 26,422 34,844
-------- --------
Partners' Capital
Limited Partners (units outstanding:
1999 - 5,765; 1998 - 6,927) 675,075 871,265
General Partner (537 units outstanding) 64,230 68,969
-------- --------
739,305 940,234
-------- --------
$765,727 $975,078
======== ========
Net asset value per unit, Limited Partners $117.10 $125.78
======== ========
Net asset value per unit, General Partner $119.61 $128.43
======= ========
See Notes to Financial Statements.
F-3 <PAGE>
THE GLOBAL OPPORTUNITY FUND, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
---- ---- ----
Income:
Trading profit (loss):
Realized $ 61,284 $263,363 $ 199,213
Change in unrealized 8,472 (53,196) 48,261
Foreign currency (loss) (2,631) (8,145) (8,271)
-------- --------- --------
Total trading profit and foreign
currency gain (loss) 67,125 202,022 239,203
Interest income 39,516 58,794 78,133
-------- --------- --------
Total income 106,641 260,816 317,336
-------- -------- ---------
Expenses:
Brokerage commissions 65,702 89,057 136,558
Management fees 12,576 17,083 36,255
Incentive fees 13,893 11,890 68,959
Administrative expenses 67,000 72,000 80,132
State taxes 0 0 (95)
-------- -------- --------
Total expenses 159,171 190,030 321,809
-------- -------- --------
Net income (loss) $ (52,530) $ 70,786 $ (4,473)
========= ======== =========
Net income (loss) allocated to:
Limited Partners $ (47,791) $ 65,083 $ (3,572)
========= ======== =========
General Partner $ (4,739) $ 5,703 $ (901)
========= ======== =========
Net income (loss)per unit outstanding
for entire period:
Limited Partners $ (8.29) $ 10.32 $ (1.64)
========= ======== ========
General Partners $ (8.82) $ 10.62 $ (1.68)
========= ======== ========
See Notes to Financial Statements.
F-5 <PAGE>
THE GLOBAL OPPORTUNITY FUND, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
Years Ended December 31, 1999, 1998 and 1997
Total
Number of General Limited
Units Partner Partners Total
--------- ------- -------- ---------
Balance, December 31, 1996 17,363 $ 64,167 $1,970,331 $2,034,498
Redemption (4,341) 0 (525,299) (525,299)
Net (loss) (901) (3,572) (4,473)
-------- --------- -------------------
Balance, December 31, 1997 13,022 63,266 1,441,460 1,504,726
Redemption (5,558) 0 (635,278) (635,278)
Net income 5,703 65,083 70,786
-------- --------- -------------------
Balance, December 31, 1998 7,464 68,969 871,265 940,234
Redemption (1,162) 0 (148,399) (148,399)
Net(loss) (4,739) (47,791) (52,530)
-------- --------- --------- --------
Balance, December 31, 1999 6,302 $ 64,230 $ 675,075 $ 739,305
======== ========= ========= =========
See Notes to Financial Statements.
F-5 <PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1. Organization of the Partnership and Significant Accounting Policies
General Description of the Partnership: 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. It is
subject to the regulations of the Commodity Futures Trading Commission (CFTC),
an agency of the U.S. Government that regulates most aspects of the commodity
futures industry, the rules of the National Futures Association (NFA), an
industry self-regulatory organization, and the requirements of commodity
exchanges where the Partnership executes transactions. Additionally, the
Partnership is subject to the requirements of Futures Commission Merchants
(FCMs) through which the Partnership trades.
250,000 units of Limited Partnership interest were available during the initial
offering period. The Partnership is closed and not presently selling
additional units.
The General Partner and each Limited Partner share in the profits and losses of
the partnership in proportion to their respective interest in the partnership.
A Limited Partner's loss is limited to the amount of his or her investment.
The Fund has elected not to provide statements of cash flows as permitted by
Statement of Financial Accounting Standards No. 102, Statements of Cash Flows u
Exemption of Certain Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale.
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 in determining the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Revenue recognition: Futures contracts are recorded on trade date and gains or
losses are realized when contracts are liquidated. Unrealized gains or losses
on open contracts (the difference between contract purchase price and market
price) at the date of the statement of financial condition are included in
equity in broker trading accounts. Any change in net unrealized gain or loss
from the preceding period is reported in the statement of operations. Market
value of futures contracts is based upon exchange settlement prices.
Translation gains and losses: The Partnership trades in foreign-denominated
contracts. The assets and liabilities related to these activities are
translated at the end-of-period exchange rates with the associated profits and
losses translated at month-end exchange rates. The resulting translation gains
and losses are immaterial and are recorded in unrealized trading profit
(loss).
Transaction fees and costs: Transaction fees and costs are accrued at a flat
rate equal to 0.625 of 1% of the Partnership's month-end net assets (a 7.5%
annual rate).
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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.
Dissolution of Partnership: The Partnership will terminate on December 31,
2022 or at an earlier date if certain conditions occur, including a decline in
aggregate net assets to less than $250,000, a decline in the net asset value
per unit as of the end of any month to less than $25, or under certain other
circumstances, as set forth in the Limited Partnership Agreement.
Newly issued accounting standards: In June 1998, Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities," (SFAS No. 133) was issued. The Company adopted SFAS 133
during 1998. The impact on the Company's financial position and results of
operations was not material.
Right of setoff of certain amounts: Pursuant to the Partnership's agreement
with its FCM, 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. General Partner
For the fiscal years ended December 31, 1996 and 1997, the General Partner has
been Rodman & Renshaw Futures Management, Inc. Effective April 1998, the
General Partner became a wholly owned subsidiary of Rosenthal Collins Group,
L.P. (Rosenthal Collins). In April 1999, the General Partner changed its name
to Rosenthal Collins Futures Management, Inc. The General Partner conducts and
manages the business of the Partnership and is required by the Limited
Partnership Agreement to maintain an investment in the Partnership of at least
1% of the outstanding units in the Partnership. The Limited Partnership
Agreement also requires the General Partner to maintain a net worth (as defined
in the Limited Partnership Agreement) of not less than 10% of the total
contributions to the Partnership.
NOTE 3. Operating Expenses
Brokerage commissions payable to the respective FCM or General Partner include
other trading fees and are charged based on a percentage of partnership net
assets. Also, the Partnership incurs ongoing legal, accounting and
administrative costs.
NOTE 4. Related Party Transactions
In 1996, Rodman & Renshaw, Inc., an affiliate of Rodman & Renshaw Futures
Management, Inc. was the Partnership's FCM. In 1997 and through 1998, an
unaffiliated FCM was the broker. Effective May 1998, Rosenthal Collins became
the Partnership's FCM.
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The Partnership pays the FCM (General Partner in 1998) 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 the years ended December 31, 1999, 1998 and 1997, brokerage commission
expenses totaled $65,702, $89,057 and $136,558, respectively. As of December
31, 1999, brokerage commissions payable to the General Partner were $4,012.
NOTE 5. Commodity Trading Advisors
The Partnership has advisory agreements with various commodity trading advisors
(CTA's). Each of the advisory agreements may be renewed at or prior to their
expiration at the option of the General Partner. Each CTA, however, may
terminate its advisory agreement with the Partnership prior to the expiration
of its initial agreement upon 90 days' prior written notice. The CTA's 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 CTAs receive a monthly management fee of 0.166 of 1% of month-end Net
Assets (as defined) allocated to them (2% annual rate).
Quarterly incentive fees equal to 20% based on any new trading profit, as
defined, generated by each CTA, considered individually, are paid to the
respective CTA. 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. Distributions and Redemptions
A Limited Partner may request and receive redemption of units owned as of the
close of business on the last business day of any calendar month with a minimum
of ten days written notice.
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.
NOTE 7. Deposits With Brokers The Partnership deposits cash and U.S.
Government securities with FCMs subject to CFTC regulations and various
exchange and broker requirements. Margin requirements are satisfied by the
deposit of cash and securities with such brokers. The Partnership earns
interest income on its cash deposited with the FCM. At December 31, 1999,
$765,695 of partnership assets was held in segregation for the benefit of the
Partnership in compliance with federal regulations.
NOTE 8. Net Income (Loss) Per Unit
The net income (loss) 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.
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NOTE 9. Trading Activities and Related Risks The Partnership engages in the
speculative trading of U.S. and foreign futures contracts, options on U.S. and
foreign futures contracts, and forward contracts (collectively, derivatives).
Net trading results from derivatives for the years ended December 31, 1999,
1997 and 1996, are reflected in the statement of operations and equal gain
from trading less brokerage commissions. Such trading results reflect the net
gain arising from the Partnership's speculative trading of futures contracts,
options on futures contracts, and forward contracts. These derivatives
include both financial and nonfinancial contracts held as part of a
diversified trading strategy. The Partnership is exposed to both market risk,
the risk arising from changes in the market value of the contracts; and credit
risk, the risk of failure by another party to perform according the terms of a
contract.
The purchase and sale of futures and options on futures contracts requires
margin deposits with FCMs. Additional deposits may be necessary for any loss
on contract value. The Commodity Exchange Act (CEAct) requires an FCM to
segregate all customer transactions and assets from the FCM's proprietary
activities. A customer's cash and other property (for example, U.S. Treasury
bills) deposited with an FCM are considered commingled with all other customer
funds subject to the FCM's segregation requirements. In the event of an FCM's
insolvency, recovery may be limited to a pro rata share of segregated funds
available. It is possible that the recovered amount could be less than the
total of cash and other property deposited.
For derivatives, risks arise from changes in the market value of the contracts.
Theoretically, the Partnership is exposed to a market risk equal to the value
of futures and forward contracts purchased and unlimited liability on such
contracts sold short. As both a buyer and seller of options, the Partnership
pays or receives a premium at the outset and then bears the risk of unfavorable
changes in the price of the contract underlying the option. Written options
expose the Partnership to potentially unlimited liability; for purchased
options the risk of loss is limited to the premiums paid.
The General Partner has established procedures to actively monitor and minimize
market and credit risks. The Limited Partners bear the risk of loss only to
the extent of the market value of their respective investments and, in certain
specific circumstances, distributions and redemptions received.
NOTE 10. 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 FCM. 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.
The General Partner reviews the trading advisor's market activity on a daily
basis and is appraised of general futures market activity on an ongoing basis.
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