Item 1. Business
The Everest Fund, L.P. (the “Partnership” or “Everest”) is a limited partnership organized on June 20, 1988 under the Iowa Uniform Limited Partnership Act. The business of the Partnership is the speculative trading of commodity futures contracts and other commodity interests, including forward contracts on foreign currencies (Commodity Interests) either directly or indirectly through other entities, including subsidiaries, partnerships, Partnerships or other limited liability entities, which constitute one industry segment. The Partnership commenced its trading operations on February 1, 1989. Its General Partner is Everest Asset Management, Inc. (the “General Partner”) a Delaware corporation organized in December, 1987.
During its operation, the Partnership has had various trading advisors. In December 1990, John W. Henry & Company, Inc. (JWH) began trading for the Partnership as one of the Partnerships’ trading advisors. In May 1994, JWH became the sole trading advisor to the Partnership. After another tough month of trading, John W. Henry, the Chairman of JWH announced that JWH would stop trading client assets as of December 31, 2012. The Partnership terminated JWH as of October 31st. The Fund began trading on December 3rd 2012 with the new advisor EMC Capital Management, Inc. (EMC). In October 1, 2013 EMC Capital Management., Inc. changed name to EMC Capital Advisors, LLC.
On September 13, 1996 the U.S. Securities and Exchange Commission accepted a voluntary filing by the Partnership of a Form 10 - General Form for Registration of Securities, and public reporting of Units of the Partnership sold as a private placement commenced at that time and has continued to the present.
In 2009 the Partnership continued previously offered Class A Units (retail shares) and charged an initial 1% Offering and Organization fee as a reduction to capital.
In 2009 the Partnership retained the JWH Global Analytics Program (JWH GAP) as its sole trading program. As of December 31, 2009 100% of the Partnership’s assets were traded by the JWH GAP through October 31, 2012.
The Partnership began trading on December 3rd 2012 with the new advisor EMC Capital Management, Inc. (now EMC Capital Advisors, LLC) or (EMC). 100% of the Partnership’s assets are being traded by the EMC Classic Program.
Upon fifteen days written notice, a Class A Limited Partner may require the Partnership to redeem all or part of his Units effective as of the close of business (as determined by the General Partner) on the last day of any month at the Net Asset Value thereof on such date. Notwithstanding the above, pursuant to the Amended and Restated Agreement of Limited Partnership, the General Partner may, in its sole discretion, and on ten days’ notice, require a Limited Partner to redeem all or part of his Units in the Partnership as of the end of any month. There are no additional charges to the Limited Partner at redemption. The Partnership’s Amended and Restated Agreement of Limited Partnership contains a full description of redemption and distribution procedures.
Since commencing trading operations, the Partnership has engaged in the speculative trading of Commodity Interests and will continue to do so until its dissolution and liquidation, which will occur on the earlier of December 31, 2020 or the occurrence of any of the events set forth in Paragraph 4(a) of the Agreement of Limited Partnership. Such events are (i) an election to dissolve the Partnership made by over 50% of the Limited Partnership Units at least 90 days prior to dissolution, (ii) withdrawal, insolvency, or dissolution of the General Partner (unless a new general partner is substituted), (iii) decline in the Net Asset Value of the Partnership at the close of any business day to less than $300,000, or (iv) any event which will make it unlawful for the existence of the Partnership to be continued or requiring termination of the Partnership.
The address of the General Partner and the Partnership is 1100 North 4th Street, Suite 232, Fairfield, Iowa 52556, and the telephone number at such location is (641) 472-5500. The General Partner changed its name as of March 1, 1994 and amended its Certificate of Incorporation, with no other changes, accordingly. In accordance with the provisions of the Commodity Exchange Act and the rules of the National Futures Association (NFA), the General Partner is registered as a commodity pool operator and a commodity trading advisor, EMC Capital Advisors, LLC (EMC) is registered as a commodity trading advisor and the Commodity Broker is registered as a futures commission merchant, each subject to regulation by the Commodity Futures Trading Commission (CFTC). Each is also a member of the NFA in such capacity.
The General Partner, to the exclusion of the limited partners of the Partnership (the Limited Partners), manages and conducts the business of the Partnership. Thus the General Partner (i) selects and monitors the independent commodity trading advisor(s) and the Commodity Broker; (ii) allocates and/or reallocates assets of the Partnership to or from EMC and/or the advisor(s); (iii) determines if an advisor or commodity broker should be removed or replaced; (iv) negotiates management fees, incentive fees and brokerage commissions; (v) determines its own compensation with respect to management and administrative fees; and (vi) performs such other services as the Partnership may from time to time request, except that all trading decisions are made by EMC and not the General Partner. In addition, the General Partner selects the commodity broker(s) that will clear trades for the advisor(s).
R.J. O’Brien and Associates, LLC (RJO) currently acts as Everest’s commodity broker. RJO offices are located at 222 South Riverside Plaza, Suite 900, Chicago, Illinois 60606.
The General Partner is responsible for the preparation of monthly and annual reports to the Limited Partners; filing reports required by the CFTC, the NFA, the SEC and any other federal or state agencies having jurisdiction over the Partnership’s operations; calculation of the Net Asset Value (meaning the total assets less total liabilities of the Partnership (for a more precise definition, see the Exhibit Form 10 - General Form for Registration of Securities incorporated by reference hereto) and directing payment of the management and incentive fees payable to EMC or the advisor(s) under an advisory agreement(s) entered into with the commodity trading advisor(s).
Effective November 2003, the General Partner charges the Partnership a monthly management fee equal to 0.50% of the Partnership’s Class A beginning-of-month net asset value. The General Partner pays a portion of its fees for actual commission charges to its Clearing Broker.
In addition, the Partnership reimburses the General Partner for the actual organization and offering expenses advanced by it, not to exceed one percent of the Class A Net Asset Value of Units sold.
Organization and offering expenses shall mean all expenses incurred by the Partnership or the General Partner in connection with and in preparation to offer and distribute the Units to investors, including, but not limited to, expenses for traveling, printing, engraving, mailing, salaries of employees while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holder, depositories, experts, expenses of qualification of the sales of its securities under state law, including taxes and fees and accountants and attorneys fees.
Everest pays EMC Capital Advisors, LLC(EMC)., its current commodity trading advisor, a monthly management fee equal to 0.167% (approximately 2% annually) of Everest s month-end Allocated Assets, as defined, and a quarterly incentive fee equal to 20% of Everest’s trading profits allocable to its trading exclusive of interest income on Allocated Assets, as defined. The incentive fee is retained by EMC even though trading losses may occur in subsequent quarters; however, no further incentive fees are payable until any such trading losses (other than losses attributable to redeemed units and losses attributable to assets reallocated to another advisor) are recouped by Everest.
The Commodity Broker has agreed to pay Everest interest on 95% of Everest assets (including open trade equity) deposited with it during a month at the average of 91-day U.S. Treasury Bills purchased by the Commodity Broker during each month. The Commodity Broker will retain all excess interest, if any, earned on the Everest assets, above the amount of interest paid to Everest. The interest rate to be paid by the Commodity Broker to Everest is a negotiated rate which has been negotiated between the Commodity Broker and the General Partner. The actual interest income on Everest s assets earned by the Commodity Broker may be greater than or less than the negotiated rate to be paid by the Commodity Broker to Everest. The Commodity Broker will also be responsible for execution and clearance of futures contracts (and possibly certain other Commodity Interests).
The Partnership pays no selling commission but does pay an ongoing compensation fee equal to 3% of the Net Asset Value of Class A Units sold, unless waived in whole or in part by the General Partner, to the selling agents in connection with the sale of the Units. The Partnership is obligated to pay its periodic operating expenses and extraordinary expenses. Although those expenses will vary depending on the Partnership’s size, it is estimated that the periodic operating expenses will be approximately $111,000 annually. Extraordinary expenses for these purposes include expenses associated with significant non-recurring litigation including, but not limited to, class action suits and suits involving the indemnification provisions of the Agreement of Limited Partnership or any other agreement to which the Partnership is a party. By their nature, the dollar amount of extraordinary expenses cannot be estimated. All expenses shall be billed directly and paid for by the Partnership. The Partnership’s operating expenses for the years 2016-2017 can be found in the table in Item 6 below.
As of December 31, 2017, the General Partner had two full-time employees and one part-time employee. Further, the General Partner, in its capacity as a CFTC regulated commodity pool operator, contracts certain services of research, administration, client support and management information systems and analysis to outside service providers.
The Partnership’s business constitutes only one segment for financial reporting purposes; and the purpose of the Partnership is to trade, buy, sell, spread or otherwise acquire, hold or dispose of Commodity Interests including futures contracts, forward contracts, physical commodities and related options thereon. The objective of the Partnership’s business is appreciation of its assets through speculative trading in such Commodity Interests. Financial information about the Partnership’s business, as of December 31, 2017 is set forth under Items 6 and 7 herein.
For a description of commodity trading and its regulation, see the Prospectus filed on Form S-18 and the Confidential Private Placement Memorandum filed as part of the Form 10 and included in the exhibits hereto.
The Current Offering
On July 1, 1995 the Partnership reopened for investment as a Regulation D, Rule 506 private placement offering an unlimited amount of limited partnership interests. On September 19, 1996 the Commission accepted a Form 10 - General Form for Registration of Securities submitted by the Partnership thereby making the Partnership a public reporting private placement offering. It also qualified the Partnership as a publicly offered security as defined in the Employee Retirement Income Security Act of 1974 (ERISA) rules permitting it to accept investment of an unlimited amount of plan assets as defined in ERISA. Hitherto, as a private placement the Partnership could accept ERISA plan assets representing no more than 25% of the total investment in the Partnership. The limited partnership interests are offered by the Selling Agent and additional selling agents with a Class A minimum subscription amount of $25,000. (The Class A minimum subscription amount for employee benefit plans and individual retirement accounts is $10,000).
Competition
EMC and any other advisor(s) of the Partnership, it’s or their respective principals, affiliates and employees are free to trade for their own accounts and to manage other commodity accounts during the term of the Advisory Agreement and to use the same information and trading strategy which EMC obtains, produces or utilizes in the performance of services for the Partnership through its investment in Everest. To the extent that EMC recommends similar or identical trades to the Partnership and other accounts which it manages, the Partnership may compete with those accounts for the execution of the same or similar trades.
Other trading advisors who are not affiliated with the Partnership may utilize trading methods which are similar in some respects to those methods used by EMC, or any other future Partnership’s advisor(s). These other trading advisors could also be competing with the Partnership for the same or similar trades as requested by the Partnership’s advisor(s).
Item 1A.
Item 1A. Risk Factors
GENERAL
Trading in Commodity Interests Is Speculative. Commodity interest prices are highly volatile. Price movements for futures contracts, for example, which may fluctuate substantially during a short period of time, are influenced by numerous factors that affect the commodities markets, including, but not limited to: changing supply and demand relationships, government programs and policies, national and international political and economic events, and changes in interest rates. See, Risk Factors - Commodity Interests Trading May Be Illiquid.
Commodity Interests Trading Is Highly Leveraged. The low margin deposits normally required in trading commodity interests permit an extremely high degree of leverage. Accordingly, a relatively small price movement in a commodity interest may result in an immediate and substantial loss to the investor. For example, if at the time of purchase 5% of the price of a futures contract is deposited as margin, a 5% decrease in the price of the futures contract would, if the contract were then closed out, result in a total loss of the margin deposit (brokerage commission expense would also be incurred). Like other leveraged investments, any commodity interest trade may result in losses in excess of the amount invested. Although more than the initial margin can be lost on a trade, the Partnership, and not investors personally, will be subject to margin calls.
The Partnership’s Trading Account May Be Leveraged or de-leveraged. The general partner may, in its sole discretion, periodically adjust the size of the trading account with EMC by increasing or decreasing the cash, other assets or notional Partnerships allocated to it (and thus the amount by which the Partnership’s assets are leveraged). Because the trading account may be leveraged, (i) the Partnership may incur greater risk since the Partnership may experience greater losses, as measured by a percentage of assets actually allocated to EMC, due to the notional Partnership’s component; (ii) the Partnership’s returns may experience greater volatility compared to the returns which the Partnership would have achieved on a non- leveraged basis; and (iii) the Partnership may receive more frequent and larger margin calls. Because the trading account may be de-leveraged, the partnership may incur smaller gains than it would if the EMC trading program had been fully allocated to.
Commodity Interests Trading May Be Illiquid. Most U.S. commodity futures exchanges impose daily limits regulating the maximum amount above or below the previous day’s settlement price which a futures contract price may fluctuate during a single day. During a single trading day no trades may be executed at prices beyond the daily limit. Once the price of a particular futures contract has increased or decreased to the limit point, it may be difficult, costly or impossible to liquidate a position. Futures prices in particular contracts have occasionally moved the daily limit for several consecutive days with little or no trading. If this occurs, the Partnership might be prevented from promptly liquidating unfavorable positions, which could result in substantial losses. Those losses could significantly exceed the margin initially committed to the trades involved. In addition, even if prices have not moved the daily limit or there are no limits for the contracts traded, trades might not be able to be executed at favorable prices if little trading in the contracts is taking place. It is also possible that an exchange or the Commodity Futures Trading Commission (CFTC) may suspend trading in a particular contract, order immediate settlement of a contract, or order the liquidation of open positions only.
Exchange for Physical. EMC may make use of a trading technique referred to as exchange for physical in which a cash or spot market position (which may be a forward contract) is exchanged, often outside of regular trading hours, for a comparable futures position. The CFTC has released a study of the exchange for physical market that recommended that a number of new regulatory restrictions be applied to it. If these recommendations or restrictions are adopted, the ability of EMC to use this market may be curtailed.
Trading Decisions Based on Technical Analysis. EMC uses trading programs that employ technical factors in identifying price moves. The success of technical analysis depends upon the occurrence in the future of price movements. Technical systems will not be profitable, and may in fact produce losses, if there are no market moves of the kind the system seeks to follow. Any factor that would make it more difficult to execute the trades identified, such as a reduction of liquidity, also would reduce profitability. There is no assurance that the trading systems of EMC will generate profits under all or any market conditions.
Possible Effects of Other Similar Systems. Commodity trading systems, which use market data like EMC uses, are not new. If many traders follow similar systems, these systems may generate similar buy and sell orders at the same time. Depending on the liquidity of a market, this could cause difficulty in executing orders. The General Partner believes that, although there has been an increase in the number of trading systems in recent years, there also has been an increase in the overall trading volume and liquidity in the futures markets. Any increase in the proportion of Partnerships traded using trend-following systems could alter trading patterns or affect execution of trades to the detriment of the Partnership.
No Assurance of EMC’s Continued Services. EMC has exclusive responsibility for trading commodity interests allocated to it. EMC is dependent on the services of certain key persons. The loss of the services of such persons would make it difficult or impossible for EMC to continue to provide services to the Partnership. In addition, the advisory contract between the Partnership and EMC may be terminated by either party on sixty (60) days written notice.
Changes in Trading Strategies. The trading strategies of most trading advisors are continually developing. EMC is free to make any changes in trading strategies. Changes in commodity interests traded or leverage used are not considered changes in trading strategy.
Possible Effects of Speculative Position Limits. The CFTC and U.S. exchanges have established speculative position limits. These limits control the number of net long or net short speculative futures or options (on futures) positions any person may hold or control in futures or options contracts traded on U.S. exchanges. EMC controls the commodity trading of other accounts. All positions and accounts owned or controlled by EMC and its principals are combined with the Partnership’s positions established by EMC for position limit purposes. In order to avoid exceeding position limits, it is possible that EMC will have to modify its trading instructions, and that positions held by the Partnership will have to be liquidated. That could have a negative effect on the operations of the Partnership and its profitability. See, Risk Factors Increase in Amount of Partnerships Managed. In addition, all commodity accounts of the General Partner and its affiliates may also be combined with the Partnership for position limit purposes.
Increase in Amount of Partnerships Managed. EMC expects to manage additional Partnerships in the future. It is not known if managing additional Partnerships, including Partnerships raised in this offering, will have any effect on its performance or trading strategies. In many cases, the rates of return achieved by an advisor deteriorate as assets under management increase. Increases in Partnerships managed may affect the number of futures or options positions an advisor would otherwise hold for each account it manages because of speculative position limits imposed by U.S. exchanges. There is no assurance that changes in strategies, if any, in response to increased Partnerships will be successful. There can be no guarantee that the investment results of that portion of the assets allocated to EMC will be similar to those achieved by it in the past in its other accounts.
Changes in the Number of Available Futures Contracts and Related Options. U.S. and foreign exchanges have established new futures and options contracts in the past few years. This trend could continue. If EMC trades these contracts in the future, there is no assurance that its trading strategies will produce profits.
Past Performance Is Not Necessarily Indicative of Future Results. Although some of the client accounts of EMC have been profitable in the past, you should take seriously the warning the CFTC and the NFA require. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. AN INVESTMENT IN THE PARTNERSHIP IS SPECULATIVE AND INVOLVES A SUBSTANTIAL RISK OF LOSS.
The Fund was using Horizon Cash Management, L.L.C. since 1994 as an Investment Advisor (IA) with Power of Attorney (POA), to manage Everest Partnership assets on deposit at Northern Trust through investments in short term interest bearing instruments in order to enhance the interest return component and effectively reduce costs. With interest rates as low as they are currently and small spreads between duration of maturities, Horizon has struggled to provide any significant net return for their clients above T-bill. They ceased operating in November 2014. Subsequently 100% of the money managed by Horizon was transferred back to Everest’s futures broker R.J. O’Brien, the FCM, in late November 2014, into a new separate cash account. As is standard in the industry Everest receives 90% of the 3 month T-bill rate on its cash that is unused for trading. The Partnership’s assets at RJO cash account are subject to potential loss resulting from interest rate fluctuations and default.
EMC PROGRAMS
Effects of Trading Multiple Investment Programs. EMC makes trading decisions for each of its investment programs independently of trading decisions for the other EMC investment programs.
Mandatory Closing Out of Offsetting Positions. CFTC rules require offsetting positions taken by EMC for clients be closed out.
Swap Transactions. EMC may periodically enter into transactions which are characterized as swap transactions and which may involve interest rates, currencies, securities interests, commodities, and other items. Swap contracts are not traded on exchanges and are not regulated by the CFTC. Swap transactions are individually negotiated, non-standardized agreements between two parties to exchange cash flows measured by different interest rates, exchange rates or prices, with payments calculated by reference to a principal amount or quantity. As a result, the Partnership will not receive the protection afforded by the Commodity Exchange Act in connection with this trading activity by EMC. The absence of regulation could expose the Partnership to significant losses in the event of trading abuses or financial failure by participants in the swap markets. EMC has not previously traded swaps and has no experience in that market. Transactions in these markets also present certain risks similar to those in the futures, forward and options markets. Only the accounts of eligible swap participants as defined in Part 35 of CFTC Regulations, may engage in swaps.
Options Transactions. EMC may engage in the trading of options (both puts and calls) on futures on behalf of the Partnership. The value of an option depends largely upon the likelihood of favorable price movements in the underlying futures contract in relationship to the exercise (or strike) price during the life of the option. Therefore many of the risks applicable to trading the underlying futures contract are also applicable to options trading. In addition, there are a number of other risks associated with the trading of options. For example, the purchaser of an option runs the risk of loss of his/her entire investment (the premium he pays). Similarly, the uncovered writer of an option is subject to an adverse price movement in the underlying futures position, any such movement may exceed the premium income from the option transaction. Spread positions using options are subject to the same risks involved in the purchase and writing of options. In addition, in the event the Partnership were to write uncovered options as one part of a spread position and such option were exercised by the purchasing party, the Partnership would be required to purchase and deliver the underlying futures contract in accordance with the terms of the option. Finally, an options trader runs the risk of market illiquidity preventing offsetting positions for any particular option. (See Commodity Trading May Be Illiquid above.)
Business Interruption Risk.
Any business interruption events, whether weather-related or otherwise, that affect the Illinois area could disrupt the trading operations of EMC, despite the backup precautions it has established. EMC has a business continuity plan, but it cannot guarantee that business interruption events will not have an impact on its operations.
Electronic Trading and Order Routing Systems. EMC may from time to time trade on electronic trading and order routing systems which differ from traditional open outcry pit trading and manual order routing methods. Transactions using an electronic system are subject to the rules and regulations of the exchanges offering the system or listing the contract. Characteristics of electronic trading and order routing systems vary widely among the different electronic systems with respect to order matching procedures, opening and closing procedures and prices, error trade policies and trading limitations or requirements. There are also differences regarding qualifications for access and grounds for termination and limitations on the types of orders that may be entered into the system. Each of these matters may present different risk factors with respect to the trading on or using a particular system. Each system may also present risks related to system access, varying response times and security. In the case of internet-based systems, there may be additional risks related to service providers and the receipt and monitoring of electronic mail.
Trading through an electronic trading or order routing system is also subject to risks associated with system or component failure. In the event of system or component failure, it is possible that for a certain time period, it might not be possible to enter new orders, execute existing orders or modify or cancel orders that were previously entered. System or component failure may also result in loss of orders or order priority. Some contracts offered on an electronic trading system may be traded electronically and through open outcry during the same trading hours. Exchanges offering an electronic trading or order routing system and listing the contract may have adopted rules to limit their liability, the liability of futures brokers and software and communication system vendors and the amount that may be collected for system failures and delays. These limitations of liability provisions vary among the exchanges.
Reliance on Timely and Accurate Market Data. EMC’s ability to detect market trends and trade them profitably depends on its access to timely and accurate market price data throughout the trend identification and trading processes. If price data is not available or is delayed, EMC would be unable to trade for client accounts until reliable data sources have been restored. Data reconciliation procedures are applied each day to confirm accurate price quotations, and on the subsequent day prices that were employed in the EMC systems are re-reconciled in an attempt to identify changes from previously posted prices. EMC’s traders are required to confirm a price from multiple sources before executing a trade, and, during volatile market conditions, traders request confirmation of high and low prices from the floor before placing a trade. Inaccurate information may be generated by a data vendor, or an exchange may transmit inaccurate prices that a vendor then distributes to EMC, but which are later cancelled or amended by the exchange. In addition, EMC may obtain from third parties, such as clearing firms, information about price or about contract specifications and changes to them. Inaccurate price information may cause EMC to enter or close trades that it would not otherwise have entered or closed, to trade or fail to trade at times that would have been indicated by accurate data, or to be completely unable to place a trade. Communications or technical failure may also cause an electronic trading tool to fail, which could cause EMC to fail to act when a trading stop is reached. As a result of such potential data problems, client accounts may be unable to exit positions or miss the opportunity to establish new positions. EMC receives price data electronically. Data providers typically make no representations or warranties about the accuracy or timeliness of the data they provide, and assume no financial liability for lost profits, trading losses or other consequential damages. Data providers also disclaim any responsibility for events of force majeure, as well as for actions (or inaction) of third party information, hardware and software providers, and for interruption of means of communication. Because all of the data required for EMC’s trading is provided from third parties, EMC, cannot, despite its employment of the precautions described above, make any assurances that its efforts will detect erroneous or incomplete data, or prevent client accounts from incurring losses or missing profit opportunities.
PARTNERSHIP ISSUES
Substantial Charges to Partnership. The Partnership pays substantial fees and charges and has substantial operating costs. As a result, it must make substantial profits for your units to increase in value. These include an incentive fee to EMC that is based on, among other things, unrealized appreciation in open commodity interest positions. The incentive fee is paid (and retained by EMC) even if that portion of the Partnership’s assets traded by it experience subsequent losses or the appreciation is never realized. It is therefore possible that the Partnership may pay an incentive fee in years in which the Partnership breaks even or experiences losses.
Possible Misallocation of Incentive Fees. The Partnership pays quarterly incentive fees on trading profits, if any, earned by EMC. Trading profits are calculated on the overall profits earned by EMC on its allocated assets and not just on increases in the Net Asset Value of each unit. As a result, the Partnership might pay incentive fees even if Partnership units decline in value. In addition, if, at the time limited partners purchase units, there is an accrued incentive fee expense, that accrued expense will reduce the purchase price of their units. If the accrual is reversed because of later losses, the incentive fee will be misallocated because the reversal of the accrued incentive fee expense will be allocated equally to all outstanding units rather than only to those outstanding during the period when the incentive fee expense accrued. Similarly, if you buy units after an incentive fee has been paid and after a later loss attributable to EMC, your units will not be assessed an incentive fee until there are new trading profits, even if your units have increased in value.
There Is No Intrinsic Value to the Partnership’s Investments. The Partnership must be profitable for it to provide beneficial diversification to a limited partner’s portfolio. Trading in commodity interests is a zero-sum activity in which for every gain there is an equal and offsetting loss (disregarding transaction costs). This differs from a typical securities investment, in which there is an expectation of consistent yields (in the case of bonds) or participation over time in general economic growth (in the case of stocks). The Partnership could lose money while stock and bond prices rise. Stocks and bonds (except penny stocks) generally have some intrinsic value. Limited partners generally can realize some value for their stocks or bonds even if they sell in a down market. In trading commodity interests, on the other hand, investors risk losing all of their investment if prices move against them. In general, performance statistics do not reflect the different risk profiles or tax treatment of traditional and managed commodity interest investments. See, Risk Factors Limited Partners Will Be Taxed on Profits whether or Not Distributed or Realized.
Partnership Trading Is Not Transparent. EMC makes all of the trading decisions for the portion of the Partnership’s assets allocated to it. While the General Partner receives daily trade confirmations from the commodity broker, only the monthly performance of the Partnership is reported to limited partners. Accordingly, an investment in the Partnership does not offer limited partners the same transparency, i.e., an ability to review all investment positions daily that a personal trading account offers.
Non-Correlated, Not Negatively Correlated, Performance Objective. Historically, managed futures have been generally non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand (as opposed to negative correlation, where the performance would be exactly opposite between two asset classes). Because of this non-correlation, the Partnership cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa. The futures and forward markets are different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If the Partnership’s investments do not perform in a manner non-correlated with the general financial markets, or do not perform successfully, limited partners will obtain no diversification benefits by investing in the units and the Partnership may have no gains to offset their losses from other investments.
Limited Partners Will Not Participate in Management. Limited Partners will not participate in the management of the Partnership. Under principles of limited partnership law, limited partners’ participation in the Partnership’s management could result in unlimited liability for them. The limited partnership agreement provides that certain actions may be taken, or approved, by the vote of limited partners owning more than 50% of the units, but their role in the Partnership is passive and the profitability of their investment depends entirely on the efforts of others.
Indemnification of Partnership by Limited Partners. If someone signs the subscription agreement and the General Partner accepts their subscription, they will become a limited partner. Under the agreement, they will be required to indemnify the Partnership for any liability that it incurs as a result of their actions.
LIQUIDITY
Limited Ability to Liquidate Investment in Units. Limited partners cannot immediately liquidate their units. There is no market for the units and none is likely to develop. They may, however, redeem their Class A units, without penalty, on the last day of any month on fifteen (15) days prior written notice to the General Partner or such lesser time as is acceptable to the General Partner Because of the time delay between your Class A notice to the General Partner and the end of the month when their investment is redeemed, the value of their investment on the date of redemption may be substantially less than at the time they notify the General Partner of their request to redeem.
Possible Effect of Redemptions on Unit Values. The Partnership will lose money if it has to sell positions at a loss in order to raise capital so that the Partnership can pay substantial redemptions. If a large number of redemptions occur simultaneously, the need to liquidate positions could continue even after the redemption date. The Partnership would have fewer assets to trade after a high level of redemptions. This might make it more difficult for it to recover losses or generate trading profits. Market illiquidity could make it difficult to liquidate positions on favorable terms, and may also result in losses and thus a decline in the value of Partnership units.
Automatic Trading Suspension. Limited Partners should buy units only if you are looking for a long-term investment. If the net asset value per unit declines as of the close of business on any day to a trading suspension level (50% of the highest prior month-end net asset value per unit, after adjustment for prior distributions), the Partnership will liquidate its open positions and notify limited partners. The Partnership cannot assure limited partners that it can liquidate its investments without incurring substantial additional losses or that limited partner will receive any specific value for the units they own. See, Risk Factors Commodity Interest Trading May Be Illiquid.
Counterparty Creditworthiness - U.S. Markets. Commodity exchanges provide centralized market facilities for trading in futures contracts relating to specified commodities. Each of the commodity exchanges in the United States has an associated clearinghouse. Once trades made between members of an exchange have been confirmed, the clearing house becomes substituted for the clearing member acting on behalf of each buyer and each seller of contracts traded on the exchange and in effect becomes the other party to the trade. Thereafter, each clearing member firm party to the trade looks only to the clearinghouse for performance. Clearinghouses do not deal with customers, but only with member firms, and the guarantee of performance under open positions provided by the clearinghouse does not run to customers. If a customer’s commodity broker becomes bankrupt or insolvent, or otherwise defaults on such broker’s obligations to such customer, the customer in question may not receive all amounts owing to such customer in respect of his or her trading, despite the clearing house fully discharging all of its obligations.
A substantial portion of the Partnership’s assets are held in a cash account at RJO. Failure of this firm might result in losses to the Partnership.
FOREIGN INSTRUMENTS
Counterparty Creditworthiness - Non-U.S. Markets. EMC may trade commodity interests on foreign exchanges and in the over-the-counter markets. Unlike U.S. exchange traded futures contracts where the exchange clearing corporation acts as the counterparty to each customer transaction, the over-the-counter markets and some foreign markets are principals markets. This means that the performance of the contract is the responsibility only of the individual firm or member on the other side of the trade and not of any exchange or clearing corporation. In those transactions, the Partnership will be subject to the risk of the inability of, or refusal by, the counterparty to perform.
Trading on Foreign Exchanges and Currency Exchange Rate Fluctuations. Neither existing CFTC regulations nor regulations of any other U.S. governmental agency apply to transactions on foreign markets. If a foreign clearing house default or bankruptcy occurs, the Partnership’s rights and responsibilities are likely to differ from those existing on U.S. exchanges. The Partnership is at risk for fluctuations in the exchange rate between the currencies in which the commodity interest is traded and U.S. dollars. It also is possible that in the future, U.S. or foreign governments could impose exchange controls. There is no restriction on how much of the Partnership’s trading can be conducted on foreign markets. The Partnership may pay brokerage commissions in foreign currencies. If the exchange rate of those currencies and the U.S. dollar fluctuates, the commission rate paid for those trades might increase (decrease).
Possibility of Forward and Cash Trading. The Partnership might make spot and forward contracts for certain commodities, primarily currencies with U.S. or foreign banks or dealers. A forward contract is a contractual right to purchase or sell a commodity, such as a currency, at or before a specific date in the future at a specific price. Because forward contracts are not traded on exchanges, there is no regulatory protection provided by any exchange or the CFTC. There is no limit on daily price moves for forward contracts. Banks and dealers are not required to continue to make markets in any commodity. In the past, there have been times when certain banks have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which the bank is prepared to buy and that at which it is prepared to sell. There is a risk that the banks or dealers through which the Partnership trades could fail or refuse to perform.
The CFTC is studying questions about the regulation of off-exchange instruments such as forward contracts. A number of the major U.S. commodity exchanges have also expressed concerns about these instruments. The CFTC has indicated that it would regard marketing of forward contracts on a retail basis to the U.S. public at large as a violation of the CEAct. The CFTC might, in the future, prohibit the Partnership from trading in the forward markets.
TAX AND REGULATORY ISSUES
Possibility of Taxation as a Corporation. General Partner believes that under current federal income tax law and regulations the Partnership will be classified as a partnership and not as an association taxable as a corporation. The General Partner will not obtain a ruling from the Internal Revenue Service (IRS) or an opinion of counsel to confirm its belief. If the Partnership is taxed as a corporation for federal income tax purposes in any taxable year, its income or losses will not be passed through to you, and the Partnership will be subject to tax on its income at the corporate tax rate. In addition, any distributions made to you could be taxable to you as dividend or capital gain income, and those distributions will not be deductible in computing taxable income.
Possible Legislative Tax Changes. All of the statements in this Memorandum about taxes are based upon the current Internal Revenue Code (the Code). Congress and the IRS regularly revise the Code and the regulations. Those revisions could materially affect you and the Partnership.
Unrelated Business Taxable Income (UBTI) for Employee Benefit Plans. If the Partnership were a publicly-traded partnership and limited partners are a tax exempt entity, or if they are a tax-exempt entity and debt finance their investment, their share of gross income less Partnership deductions is treated as UBTI, and subject to tax. The General Partner does not believe that the Partnership is publicly-traded for this purpose. However, if it were decided that the Partnership is publicly-traded, it may not be an appropriate investment for employee benefit plans, including individual retirement accounts (IRAs). In addition, if investing in commodity interests results in UBTI, each partner that is a tax-exempt entity would take into account its share of the Partnership’s UBTI and the deductions attributable to that income (including a $1,000 deduction against UBTI which is generally available to all tax-exempt entities) in computing its tax liability. Benefit plan investors should consult with their own legal and financial advisers about the tax consequences of plan investments in the Partnership.
Limited Partners Will Be Taxed on Profits whether or Not Distributed or Realized. The Partnership is not required, and the General Partner does not intend, to distribute profits. If the Partnership has taxable income for a fiscal year, the income will be taxable to them based on their distributive share of Partnership profit even if no profits have been distributed. As a result, limited partners might owe taxes on undistributed profits. It is also possible that those profits could be lost by the Partnership after the end of its fiscal year, so that limited partners might never receive the profits on which they are taxed. However, they may redeem units to pay taxes, but this would result in a reduction in their interest in the Partnership’s future profits (if any).
Foreign Limited Partners. If limited partners are not citizens or residents of the U.S. and are not otherwise engaged in a trade or business in the U.S., they will generally not be required to pay U.S. income tax on capital gains from commodity interest trading. Interest income will be taxable to them, if they are a foreign investor, unless there is an exemption from tax in an appropriate tax treaty. If the law requires the General Partner to withhold a portion of the income they earn because they are a foreign limited partner, the General Partner may redeem their units to pay the U.S. Department of Treasury taxes they owe. If a limited partner believes amounts were improperly withheld, they must deal directly with the U.S. Department of Treasury.
Failure of Commodity Brokerage Firms. Futures commission merchants must maintain the Partnership’s assets in a segregated account. If the Partnership’s futures clearing broker RJO becomes bankrupt, the Partnership could lose money. In addition, even if RJO adequately segregates the assets of the Partnership, the Partnership may be able to recover only a pro rata share of the property available for distribution to all of RJO’s customers.
Forex Trading Counterparty Creditworthiness. The Partnership will enter into an agreement with an equity in RJO which will result in such entity acting as the counter-party to the Partnership’s foreign currency transactions. That is, the counterparty will be the seller of all forex instruments purchased by the Partnership and the buyer of all forex instruments sold by the Partnership. The counterparty’s financial benefit from entering into these transactions with the Partnership is derived from its ability to participate in the foreign exchange interbank markets, which are only available to large institutional investors. The counterparty’s compensation will be derived from a mark-up on the bid/ask spread price quoted to the Partnership on each transaction, and the counterparty’s ability to offset these transactions in the foreign exchange interbank market. In the event that the counterparty is unable to successfully participate in this market, the ability of the counterparty to enter into transactions with the Partnership may be interrupted. In addition, the counterparty has entered into similar agreements with other persons, and thus acts as the counter-party in transactions effected by these other persons. Because the counterparty acts as counter-party in these transactions, the Partnership is subject to the additional risk that the counterparty will be unable to fulfill its obligations to the Partnership. Moreover, in the event of a bankruptcy of the counterparty, the Partnership may be unable to recover assets held at the counterparty, even if such assets are directly traceable to the Partnership. In the event of the counterparty’s bankruptcy, there is no equivalent of the Securities Investors Protection Corporation insurance as applicable in the case of securities broker dealers’ bankruptcies.
A substantial portion of the Partnership’s assets are held in a cash account at RJO. Failure of this firm might result in losses to the Partnership.
Possibility of Tax Audit. The IRS might audit the tax returns of the Partnership, or adjustments to its returns might be made as a result of an audit. Uncertainty regarding the federal income tax treatment of certain management and incentive fees paid by the Partnership, or ongoing fees paid to others, may increase the likelihood of an audit. If an audit results in an adjustment, limited partners may be required to pay additional taxes, interest and penalties and may be subject to audit. The IRS is currently authorized to impose an interest penalty on tax deficiencies based on prevailing private sector interest rates.
Risk that Units Will Not Be Considered Publicly-Offered Securities under the Employee Retirement Income Security Act of 1974 (ERISA). The General Partner believes that it is reasonable to take the position that the units qualify as publicly-offered securities under Title I of ERISA, and that the underlying assets of the Partnership will therefore not be considered for any purposes of ERISA or Section 4975 of the Code to be assets of employee benefit plans and IRAs that purchase units. However, this position is not binding on the Department of Labor (DOL) and, therefore, there is no certainty that the units qualify. If the units are determined not to qualify as such publicly-offered securities, the General Partner intends to redeem units held by certain limited partners that are employee benefit plans or IRAs to the extent necessary to prevent the underlying assets of the Partnership from thereafter being considered for purposes of Title I of ERISA or Section 4975 of the Code to be assets of such employee benefit plans or IRAs. However, for any period that the underlying assets of the Partnership are considered to be assets of employee benefit plans or IRAs, the provisions of Title I of ERISA and Section 4975 of the Code would apply to the operation of the Partnership and could adversely affect the Partnership’s investments and activities.
Absence of Regulation Applicable to Investment Companies. The Partnership is not registered as an investment company or mutual Partnership. Therefore, the SEC does not regulate it under the Investment Company Act of 1940 (the 1940 Act). Although the Partnership has the right to invest in securities, limited partners are not protected by the 1940 Act. The General Partner is, however, registered with the CFTC as commodity pool operator (CPO), EMC is registered with the CFTC as a CTA and RJO is registered with the CFTC as a futures commission merchant (FCM).
Item 1B.
Item 1B. N/A
Item 2.
Item 2. Properties
The Partnership does not utilize any physical properties in the conduct of its business. The General Partner uses its offices to perform its administrative functions.
The address of the General Partner and the Partnership is 1100 North 4th Street, Suite 232, Fairfield, Iowa 52556, and the telephone number at such location is (641) 472-5500.
Item 3.
Item 3. Legal Proceedings
Neither the Partnership, nor the General Partner, is party to any pending material legal proceeding.
Item 4.
Item 4. None - Removed and reserved by SEC.
PART II
Item 5.
Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) There is no established public market for the Units and none is expected to develop.
(b) As of December 31, 2017, there were 2,137.27 Class A Units held by Limited Partners. A total of 0 Class A units were purchased by Limited Partners during 2017. A total of 279.858 Units were redeemed by Class A Limited Partners during 2017.
RECENT SALES OF UNREGISTERED SECURITIES IN 2017 A UNITS
RECENT SALES OF UNREGISTERED SECURITIES IN 2016 A UNITS
The Seventh Amended and Restated Agreement of Limited Partnership for the Partnership contain a full description of redemption and distribution procedures.
The Agreement of Limited Partnership does not provide for regular or periodic cash distributions, but gives the General Partner sole discretion in determining what distributions, if any, the Partnership will make to its partners. The General Partner has not declared any such distributions to date, and does not currently intend to declare any such distributions.
Item 6.
Item 6. Selected Financial Data
* Certain prior year amounts have been reclassified to conform to the current year presentation.
Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
We receive our capital resources from investor’s contributions.
Net Asset Value of an interest is defined in the Partnership Agreement to mean the Net Assets allocated to the capital account represented by such interest on the date of calculation and includes that interest’s pro-rata share of all assets attributable to that Class of units less all liabilities attributable to that Class of units determined in accordance with the principles specified in the Partnership Agreement or, where no principle is specified, in accordance with U.S. generally accepted accounting principles consistently applied under the accrual basis of accounting.
Past performance is not necessarily indicative of future results. An investment in the partnership is speculative and involves a substantial Risk of loss.
Off-Balance Sheet Risk
The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Partnership trades in futures and forward contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Partnership, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Partnership at the same time, and if the commodity trading advisors were unable to offset futures interest positions of the Partnership, the Partnership could lose all of its assets and the Limited Partners would realize a 100% loss. Everest Asset Management, Inc., the General Partner, minimizes market risk through diversification of the portfolio allocations to EMC, which in turn trades a diversified portfolio, and maintenance of a margin-to-equity ratio that rarely exceeds 30%.
In addition to market risk, in entering into futures and forward contracts there is a risk that the counterparty will not be able to meet its obligations to the Partnership. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.
In the case of forward contracts, which are traded on the inter-bank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty risk. Everest Asset Management, Inc. utilizes only those counterparties that it believes to be creditworthy for the Partnership. All positions of the Partnership are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Partnership.
The Partnership will utilize high grade short-term commercial paper, which is an unsecured, short-term debt instrument issued by a corporation with maturities rarely longer than 365 days. Commercial paper is not usually backed by any form of collateral, so only firms with high-quality debt rating will be used. As commercial paper is not backed by the full faith and credit of the U.S. Government, if the issuing corporation defaults on their obligations to the Partnership, the Partnership bears the risk of loss of the amount expected to be received.
The Partnership has no Contractual Obligations.
Most U.S. commodity exchanges limit by regulations the amount of fluctuation in commodity futures contract prices during a single trading day. These regulations specify what are referred to as “daily price fluctuation limits” or “daily limits”. The daily limits establish the maximum amount the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular commodity, no trades may be made at a price beyond the limit. Positions in the commodity could then be taken or liquidated only if traders are willing to effect trades at or within the limit during the period from trading on such day. Because the “daily limit” rule only governs price movement for a particular trading day, it does not limit losses. In the past, futures prices have moved the daily limit for numerous consecutive trading days and thereby prevented prompt liquidation of futures positions on one side of the market, subjecting commodity futures traders holding such positions to substantial losses for those days. It is also possible for an exchange or the CFTC to suspend trading in a particular contract, order immediate settlement of a particular contract, or direct that trading in a particular contract be for liquidation only.
For the year ended December 31, 2017, Limited Partners redeemed a total of 74.685 Class A Units for $120,446. During 2017, investors purchased 0 Class A Units.
The Partnership trades on recognized global futures exchanges. In addition, the Partnership trades over the counter contracts in the form of forward foreign currency transactions.
See Footnote 4 of the 2017 Financial Statements for procedures established by the General Partner to monitor and minimize market and credit risks for the Partnership. The General Partner of the Partnership reviews on a daily basis reports of the performance of the Partnership, including monitoring the daily net asset value of the Partnership. The financial situation of the Commodity Broker is monitored on a monthly basis to monitor specific credit risks. The Commodity Broker does not engage in proprietary trading and thus has no direct market exposure which provides the General Partner with assurance that the Partnership, will not suffer trading losses through the Commodity Broker.
Results of Operations
Calendar Year 2017
At December 31, 2017 the Partnership had approximately $3.515 million in Class A assets, all of which have been allocated to EMC Capital Advisors, LLC (EMC).
The Partnership recorded a loss of $386,309 or $180.75 per Class A unit, for the year 2017. That represents a loss of 9.76% for the year.
The Partnership continued to employ advisor EMC Capital Advisors, LLC’s (EMC) Classic Program through December 31, 2017.
Class A Units were negative 1.64% in January 2017 resulting in a Net Asset Value per unit of $1,759.68 as of January 31, 2017. The month of January began with the promise of stability in the markets and turned chaotic in the days after January 20th.
The Fund had gains in stock indices and metals, but larger losses in energies, currencies, interest rates and grains as these markets had sharp reversals.
Class A Units were positive 3.98% in February 2017 resulting in a Net Asset Value per unit of $1,829.77 as of February 28, 2017.
The Fund had gains from international stock indices and interest rates. Smaller losses were incurred in metals, currencies and grains.
Class A Units were negative 6.85% in March 2017 resulting in a Net Asset Value per unit of $1,704.35 as of March 31, 2017.
The Fund had gains in global stock indices but continued chaos in the US government created abrupt price reversals (and therefore losses for the Fund) in currencies, interest rates, metals and energies.
Class A Units were negative 0.31% in April 2017 resulting in a Net Asset Value per unit of $1,699.15 as of April 30, 2017.
The Fund had gains from stock indices, meats and softs, but slightly larger losses in metals, currencies, energies, grains and interest rates where the markets remain prone to reversals rather than trending as the stock indices have.
Class A Units were positive 1.10% in May 2017 resulting in a Net Asset Value per unit of $1,717.81 as of May 31, 2017.
Gains came from global stock indices, grains and interest rates. Smaller losses came from continued choppy markets in energies, metals and currencies.
Class A Units were negative 5.24% in June 2017 resulting in a Net Asset Value per unit of $1,627.81 as of June 30, 2017.
Stocks and interest rates created a large loss for the Fund in the last few days of trading. Smaller gains in currencies and energies could not overcome large price swings in the last week. It was all the more disappointing as the Fund was in positive territory for most of the month.
Class A Units were positive 0.28% in July 31, 2017 resulting in a Net Asset Value per unit of $1,632.42 as of July 31, 2017.
Gains in global stock indices, currencies and metals just beat out smaller losses in grains, energies, interest rates and softs.
Class A Units were positive 0.24% in August 31, 2017 resulting in a Net Asset Value per unit of $1,636.28 as of August 31, 2017.
The Fund was just slightly positive +0.24% for the month of August with gains in metals and global stock indices tempered by smaller losses in currencies and energies.
Class A Units were negative 7.11% in September 30, 2017 resulting in a Net Asset Value per unit of $1,519.88 as of September 30, 2017.
The large down month came from reversing positions across the board, except the stock indices where we did make money. The Fund had losses in metals, interest rates, grains, energies, softs and currencies.
Class A Units were a positive 5.27% in October 2017 resulting in a Net Asset Value of $1, 599.93 as of October 31, 2017.
Gains came from stock indices, energies and metals tempered by smaller losses in currencies and interest rates.
Class A Units were a negative 1.47% in November 2017 resulting in a Net Asset Value of $1, 576.38 as of November 30, 2017.
Gains in global stock indices were not enough to offset losses in metals, interest rates, meats and softs. Currencies, energies and grains were essentially flat for the month.
Class A Units were a positive 2.41% in December 2017 resulting in a Net Asset Value of $1,614.39 as of December 31, 2017. The profits came from gains in energies, metals, softs, currencies and global stock indices. Smaller losses came in interest rates and grains.
Although the Fund was down for the year, the equity markets were quite robust. Non correlation in action is sometimes painful.
Results of Operations
Calendar Year 2016
At December 31, 2016 the Partnership had approximately $4.078 million in Class A assets, all of which have been allocated to EMC Capital Advisors, LLC (EMC).
The Partnership recorded a loss of $1,003,911 or $453.86 per Class A unit, for the year 2016. That represents a loss of 20.81% for the year.
The Partnership continued to employ advisor EMC Capital Advisors, LLC’s (EMC) Classic Program through December 31, 2016.
Class A Units were positive 8.23% in January 2016 resulting in a Net Asset Value per unit of $2,445.12 as of January 31, 2016. Large gains came from trends in interest rates (both directions, at different times of the month), energies and stock indices. Much smaller losses came from grains and softs.
Class A Units were positive 4.89% in February 2016 resulting in a Net Asset Value per unit of $2,564.60 as of February 29, 2016. The gains came mostly from interest rate positions, with smaller gains in softs, grains and global stock indices. Losses were posted in currencies. After fluctuating up and down for most of the month, our energy and metals positions were essentially flat for the month for the month of February.
Class A Units were negative 7.98% in March 2016 resulting in a Net Asset Value per unit of $2,359.86 as of March 31, 2016. The Fund was negatively correlated with the S&P 500 which was +6.6% in March. The Fund was +4.46% YTD through the end of March with the S&P 500 +0.77% for the same period. The losses came across the board from interest rates, currencies, softs, global stock indices, energies, grains, metals and meats. Trends that were established and very profitable for the Fund in January and February abruptly reversed in March for the largest one month decline since EMC took over the trading for the Fund in December of 2012.
Class A Units were negative 7.81% in April 2016 resulting in a Net Asset Value per unit of $2,175.61 as of April 30, 2016. The Everest Fund had a loss of -7.81% in April. Gains in currencies, meats and grains were not enough to offset losses in stock indices, softs, interest rates, energies and metals. April was another volatile month of fluctuating trendless price action. These kinds of market conditions wreak havoc for technical trend following systems like EMC.
Class A Units were negative 3.21% in May 2016 resulting in a Net Asset Value per unit of $2,105.82 as of May 31, 2016. The Everest Fund had a loss of -3.21% in May. Another month of abrupt price swings saw losses in metals, currencies, softs, stock indices and short financials. Smaller gains were posted in grains and to a lesser extent long financials and energies. May was another month of unfavorable conditions for trend followers like EMC. We look forward to the possibility of a return to trending, and therefore tradeable, markets.
Class A Units were positive 2.04% in June 2016 resulting in a Net Asset Value per unit of $2,148.71 as of June 30, 2016. The Everest Fund’s gains came mostly in interest rates with smaller gains from softs and energies. Smaller overall losses came in stock indices and grains. Brexit was the main driver of markets for the month of June. The Fund suffered losses in anticipation of the U.K. vote, and then made up the losses plus 2% after the Brexit vote to leave the EU. We were impressed by the risk management at EMC, especially after the vote took place.
Class A Units were positive 1.57% in July 31, 2016 resulting in a Net Asset Value per unit of $2,182.45 as of July 31, 2016. The Fund had profits in metals, energies, interest rates and softs. Smaller overall losses came in stock indices, grains and currencies. The gain was about one half the gain of the S&P 500 for the month but it does illustrate the non-correlated aspect of the Fund. Although many of our investors look to the Fund for negative correlation to equity markets, a ‘hedge’ against stock market declines, the fund is actually non correlated over time and has the potential to post profits during up periods for equity markets as we see this month and last month.
Administrative note: Change of Auditors
On July 7, 2016 The Everest Fund, L.P. has dismissed its independent registered accounting firm, Donahue Associates, LLC. On August 9, 2016 they were replaced with Horwich Coleman Levin, LLC (HCL), 125 South Wacker Drive, Suite 1500, Chicago, IL 60606. Donahue Associates, LLC was the Company’s auditor for years 2009 through June 2016. On February 1, 2017 HCL merged with WIPFLI, LLP., which is registered firm with PCAOB (Public Company Accounting Oversight Board), and will continue our yearly and quarterly filings with the SEC. We will not incur any additional expenses in going with new firm. The decision to change accountants was recommended and approved by the board of directors.
During two most recent years and subsequent interim period before Donahue Associates, LLC were dismissed there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedures or compliance with the applicable rules of the Commission. There were no reportable events under 304 (a) (1) (v) of Regulation SK. Donahue Associates, LLC reports on the Everest Fund, L.P.’s financial statements for fiscal years 2014 and 2015, did not contain any adverse opinion, disclaimer or opinion or qualification.
Class A Units were negative 6.15% in August 31, 2016 resulting in a Net Asset Value per unit of $2,048.30 as of August 31, 2016. Losses were sustained from choppy markets in metals, energies, currencies, softs and interest rates. The positive performance in global stock indices and grains was not enough to offset the up and down volatility in the other markets.
Everest address update
Everest relocated to new offices, in the same building, from suite 143 to suites 230-232 as of September 1, 2016. Our telephones, fax and e-mails remain the same.
The new address is as follows: Everest Asset Management, Inc. 1100 North 4th Street, Suite 232, Fairfield, IA 52556
Class A Units were negative 1.85% in September 30, 2016 resulting in a Net Asset Value per unit of $2,010.44 as of September 30, 2016. In another month of non-trending markets, the Fund had gains in meats and softs but larger overall losses in energies, grains, interest rates, currencies and metals. It remains to be seen how the anticipation for the US Elections next month will affect price trends. We have confidence that EMC will bring professionalism and discipline to the next two months.
Class A Units were a negative 6.08% in October 2016 resulting in a Net Asset Value of $1,888.21 as of October 31, 2016. The only positive sector for the Fund in October was energies. That meant losses in all other sectors: interest rates; energies; metals; and grains. The performance was characterized by another month of abrupt price reversals. Every time it looked like a trend was developing, another political event changed the sentiment and reversed the trend.
Class A Units were a negative 3.41% in November 2016 resulting in a Net Asset Value of $1,823.83 as of November 30, 2016. Despite a substantial gain in metals, the Fund had overall larger losses in currencies, stock indices, interest rates and to a small extent, energies. Most of the month the markets were reacting to both pre-election jitters and post-election concerns.
Class A Units were a negative 1.91% in December 2016 resulting in a Net Asset Value of $1,788.98 as of December 31, 2016. Despite gains in stock indices, energies, currencies and softs, the Fund had larger losses from metals and grains. The Fund was positive for most of December, but profit taking in the last few trading days turned in a negative end to the month and year.
Inflation
Inflation does have an effect on commodity prices and the volatility of commodity markets; however, inflation is not expected to have an adverse effect on the Partnership’s operations or assets.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Introduction
Past Results Are Not Necessarily Indicative of Future Performance.
The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the main line of business of the Partnership.
Market movements result in frequent changes in the fair market value of the open positions of the Partnership and, consequently, in its earnings and cash flow. The market risk of the Partnership is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments, the diversification effects among the open positions of the Partnership and the liquidity of the markets in which it trades.
The Partnership can acquire and/or liquidate both long and short positions in a wide range of different financial and metals markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the past performance of the Partnership is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the experience of the Partnership to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the losses of the Partnership in any market sector will be limited to Value at Risk or by the attempts of the Partnership to manage its market risk.
Standard of Materiality
Materiality as used in this section, “Qualitative and Quantitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the market sensitive instruments of the Partnership.
Quantifying the Trading Value at Risk of the Partnership
Qualitative Forward-Looking Statements
The following quantitative disclosures regarding the market risk exposures of the Partnership contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.
The risk exposure of the Partnership in the various market sectors traded by the commodity trading advisor is quantified below in terms of Value at Risk. Due to the mark-to-market accounting of the Partnership, any loss in the fair value of the Partnership’s open positions is directly reflected in the earnings (realized or unrealized) of the Partnership and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).
Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day intervals. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component which is not relevant to Value at Risk.
In the case of market sensitive instruments which are not exchange traded (almost exclusively currencies in the case of the Partnership), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, margins of the dealers have been used.
In quantifying the Value at Risk of the Partnership, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine the aggregate Value at Risk for each trading category. The diversification effects resulting from the fact that the positions of the Partnership are rarely, if ever, 100% positively correlated have not been reflected.
The Trading Value at Risk in Different Market Sectors of the Partnership
The following table indicates the trading Value at Risk associated with the open positions of the Partnership by market category as of December 31, 2017. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.
As of December 31, 2017, the total capitalization of the Partnership was approximately $3,450,393 all in Class A Shares.
Material Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the Partnership is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Partnership. The magnitude of the open positions of the Partnership creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions that are unusual, but historically recurring from time to time, could cause the Partnership to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of the Partnership, gives no indication of this “risk of ruin.”
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial.
The Partnership holds a portion of its assets in cash on deposit with RJO trading account (“RJO”) and substantial remainder on deposit with RJO Cash account. The Partnership has cash flow risk on these cash deposits because if interest rates decline, so will the interest paid out by RJO at the 91-day Treasury bill rate. As of December 31, 2017, the Partnership had approximately $3.266 million in cash on deposit with RJO accounts.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the market risk exposures of the Partnership, except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership and the Trading Advisor manage the primary market risk exposures of the Partnership, constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The primary market risk exposures of the Partnership as well as the strategies used and to be used by the Trading Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the risk controls of the Partnership to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the current market exposure and/or risk management strategies of the Partnership will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.
The following were the primary trading risk exposures of the Partnership as of December 31, 2017, by market sector.
Interest Rates. Interest rate risk is a major market exposure of the Partnership. Interest rate movements directly affect the price of the sovereign bond positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the profitability of the Partnership. The primary interest rate exposure of the Partnership is to interest rate fluctuations in the United States and the other G-7 countries. However, the Partnership also takes positions in the government debt of smaller nations - e.g., Australia. The General Partner anticipates that G-7 interest rates will remain the primary market exposure of the Partnership for the foreseeable future. The changes in interest rates which have the most effect on the Partnership are changes in long-term, as opposed to short-term, rates. Most of the speculative positions held by the Partnership are in medium to long-term instruments. However, since February 2000, the JWH program added a European short rate, the Euribor, which is closely tied to the actions of the European Central Bank. This was done to add short term interest rate diversification.
Currencies. The currency exposure of the Partnership is to exchange rate fluctuations, primarily fluctuations which disrupt historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Partnership trades in a large number of currencies, including cross-rates - i.e., positions between two currencies other than the U.S. dollar. However, the Partnership’s major exposures have typically been in the dollar/yen, dollar/Euro, dollar/Swiss franc, dollar/Australian dollar, dollar/pound positions and dollar/Hong Kong dollar.
The General Partner does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the dollar based Partnership in expressing Value at Risk in a functional currency other than dollars.
Stock Indices. The primary equity exposure of the Partnership is to equity price risk in the G-7 countries. The stock index futures traded by the Partnership are by law limited to futures on broadly based indices. Ordinarily the primary exposures are in the FTSE (England), Nikkei (Japan) and All Ordinaries (Australia) stock indices. However, in February 2000, the JWH firm added the German DAX Index Futures. The General Partner anticipates little trading in non-G-7 stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being “whipsawed” into numerous small losses.)
Metals. The metals market exposure of the Partnership is to fluctuations in the price of gold and silver (precious metals) and the base metals of copper, aluminum, zinc, and nickel at EMC.
Commodities. The exposure to commodities of the Partnership from EMC Classic Program includes corn, soybeans, soybean meal, soybean oil, wheat, and the softs of coffee, cotton, and sugar, as well as a full complement of other agricultural commodities.
Energy. The exposure of the Partnership to energy contracts in the EMC Classic program is heating oil, unleaded gasoline, crude oil natural gas and others.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the Partnership as of December 31, 2017.
Foreign Currency Balances. The primary foreign currency balances of the Partnership are in Japanese yen, Euros, British pounds and Australian dollars. The Partnership controls the non-trading risk of these balances by regularly converting these balances back into dollars (no less frequently than twice a month).
Cash Position. The Partnership holds a portion of its assets in cash at R.J. O’Brien and Associates, LLC (RJO) trading account. 95% of these assets earn interest at the average rate paid on 91-day U.S. Treasury Bills purchased during the month. Substantially all of reminder is held at RJO in a separate cash account. At December 31, 2017 approximately 73% of the Partnership’s capital funds were deposited at the cash account at RJO. The Partnership receives 90% of the 30-day rate on 91-day U.S. Treasury bill rate.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The General Partner monitors the performance of the Partnership and the concentration of its open positions, and consults with the commodity trading advisor concerning the overall risk profile of the Partnership. If the General Partner felt it necessary to do so, the General Partner could require the commodity trading advisor to close out individual positions as well as entire programs traded on behalf of the Partnership. However, any such intervention would be a highly unusual event. The General Partner primarily relies on the commodity trading advisor’s own risk control policies while maintaining a general supervisory overview of the Partnership’s market risk exposures.
Risk Management
EMC attempts to control risk in all aspects of the investment Process - from confirmation of a trend to determining the optimal exposure in a given market, and to money management issues such as the startup or upgrade of investor accounts. EMC double checks the accuracy of market data, and will not trade a market without multiple price sources for analytical input. In constructing a portfolio, EMC seeks to control overall risk as well as the risk of any one position, and EMC trades only markets that have been identified as having positive performance characteristics. Trading discipline requires plans for the exit of a market as well as for entry. EMC factors the point of exit into the decision to enter (stop loss). The size of the EMC positions in a particular market is not a matter of how large a return can be generated but of how much risk it is willing to take relative to that expected return.
To attempt to reduce the risk of volatility while maintaining the potential for excellent performance, proprietary research is conducted on an ongoing basis to refine the EMC investment strategies. Research may suggest substitution of alternative investment methodologies with respect to particular contracts; this may occur, for example, when the testing of a new methodology has indicated that its use might have resulted in different historical performance. In addition, risk management research and analysis may suggest modifications regarding the relative weighting among various contracts, the addition or deletion of particular contracts from a program, or a change in position size in relation to account equity. The weighting of capital committed to various markets in the investment programs is dynamic, and EMC may vary the weighting at its discretion as market conditions, liquidity, position limit considerations and other factors warrant.
EMC may determine that risks arise when markets are illiquid or erratic, such as may occur cyclically during holiday seasons, or on the basis of irregularly occurring market events. In such cases, EMC at its sole discretion may override computer-generated signals and may at times use discretion in the application of its quantitative models, which may affect performance positively or negatively.
Adjustments in position size in relation to account equity have been and continue to be an integral part of the EMC investment strategy. At its discretion, EMC may adjust the size of a position in relation to equity in certain markets or entire programs. Such adjustments may be made at certain times for some programs but not for others. Factors which may affect the decision to adjust the size of a position in relation to account equity include ongoing research, program volatility, assessments of current market volatility and risk exposure, subjective judgment, and evaluation of these and other general market conditions.
Item 8.
Item 8. Financial Statements and Supplementary Data
Reference is made to the financial statements and the notes thereto attached to this report.
THE EVEREST FUND, LIMITED PARTNERSHIP
Supplementary Summarized Quarterly Data
For the four Quarters for 2017 and 2016.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T).
Item 9A(T). Controls and Procedures Evaluation of Disclosure Controls and Procedures
The General Partner carried out an evaluation, under the supervision and with the participation of the General Partner’s management, including its principal executive Officer, Peter Lamoureux, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as contemplated by Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended. Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Based on their evaluation as of December 31, 2017, the General Partner’s principal executive officer and principal financial officer concluded that the Partnership’s disclosure controls and procedures were effective.
Changes In Internal Control Over Financial Reporting
There was no change in the Partnership’s internal control Over financial reporting in the 12 months ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
The General Partner’s management has conducted the evaluation of the internal control over financial reporting, as required by Exchange Act Rules 13a-15 and 15d-15.
Report on Management’s Assessment of Internal Control Over Financial Reporting
The management of the General Partner is responsible for establishing and maintaining adequate internal control over financial reporting by the Partnership.
The General Partner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Partnership’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Partnership; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Partnership’s internal control over financial reporting, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment, management concluded that, as of December 31, 2017, the Partnership’s internal control over financial reporting was effective based on the criteria established in Internal Control-Integrated Framework.
This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Item 9 B.
Item 9 B. Other Information.
None
Part III
Item 10.
Item 10. Director and Executive Officer of the Registrant.
The General Partner, Everest Asset Management, Inc., is the sole General Partner and commodity pool operator of the Partnership. It is a Delaware corporation incorporated in 1987, is and has been registered with the CFTC as a commodity pool operator since July 1, 1988 and is and has been a member of the National Futures Association since that date. Its address is 1100 North 4th Street, Suite 232, Fairfield, Iowa 52556 and its telephone number at such location is (641) 472-5500.
The officer and director of the General Partner as of December 31, 2017 is listed below:
Peter Lamoureux. Mr. Lamoureux, (born in 1950), has been President, Treasurer and Secretary of the General Partner since November 1996. He joined the General Partner and Capital Management Partners, Inc., a selling agent and affiliate of the Partnership at that time, in 1991 and has had primary responsibility for Partnership syndication since October 1994. Prior to joining the General Partner, Mr. Lamoureux was Manager of Refined Products with United Fuels International, Inc., an energy brokerage firm in Waltham, Massachusetts. He received his B.S. in Education from Rhode Island College, R.I.
The General Partner does not trade commodities for its own account but its principals may. Because of their confidential nature, records of such trading will not be available to Limited Partners for inspection.
There have been no material criminal, civil or administrative actions during the preceding five years or ever against the General Partner or its principal.
Audit Committee Financial Expert
The Board of Directors of Everest Asset Management, Inc. has determined that Peter Lamoureux, President, Treasurer and Secretary of the General Partner, qualifies as an audit committee financial expert in accordance with the applicable rules and regulations of the U.S. Securities and Exchange Commission. Mr. Lamoureux is not “independent” as that term is defined in Item 7(a)(3)(iv) of Schedule 14A under the Exchange Act.
Code of Ethics
The General Partner has adopted a code of ethics for its chief executive officer and persons performing similar functions. A copy of the General Partner’s code of ethics may be obtained at no charge by written request to Everest Asset Management, Inc., 1100 North 4th Street, Suite 232, Fairfield, Iowa 52556 or by calling 641-472-5500.
Item 11.
Item 11. Executive Compensation.
The Partnership has no directors or executive officers. As a limited partnership, the business of the Partnership is managed by its General Partner which is responsible for the administration of the business affairs of the Partnership and receives the compensation described in Item 1 “Business” hereof. The officers and directors of the General Partner receive no compensation from the Partnership for acting in their respective capacities with the General Partner.
The General Partner is the manager of the Partnership. General Partner receives .05% management fees monthly.
Item 12.
Item 12. Security Ownership of Certain Owners and Management and Related Stockholder Matters.
(a) As of December 31, 2017 there were four partners known to the Partnership to own beneficially more than 5% of the outstanding Units:
(b) As of December 31, 2017, management ownership was: by Peter Lamoureux with 77.353 class A units. This represents 3.62% of class A units of the Partnership.
(c) As of December 31, 2017, no arrangements were known to the Partnership, including no pledge by any person of Units of the Partnership or shares of the General Partner or the affiliates of the General Partners, such that a change in control of the Partnership may occur at a subsequent date.
Item 13.
Item 13. Certain Relationships and Related Transactions.
(a) None other than the compensation arrangements described herein.
(b) None.
(c) None.
The Partnership filed Registration Statements on Form S-18 and Form 10, therefore this information is not required to be included.
Item 14.
Item 14. Principal Accounting Fees and Services
Audit Fees
For the year ended December 31, 2017 the aggregate fee billed by Wipfli, LLP Independent Registered Public Accountant, for professional services rendered for the audit of the financial statements included in this annual report was $13,300.
For the year ended December 31, 2016 the aggregate fee billed by Wipfli, LLP Independent Registered Public Accountant, for professional services rendered for the audit of the financial statements included in this annual report was $13,300.
Audit Related Fees
None.
Tax Fees
The audit committee pre-approved all fees for the Everest Partnership, L.P. for fiscal year 2017 and 2016.
For the year ended December 31, 2017, the aggregate fees billed by Wipfli, LLP for federal and state tax return preparation totaled $7,000.
For the year ended December 31, 2016, the aggregate fees billed by Wipfli, LLP for federal and state tax return preparation totaled $7,000.
All Other Fees
None.
Part IV
Item 15.
Item 15. Exhibits, Financial Statement, Schedules.
(a) The following documents are included herein:
(1) Financial Statements:
a. Report of Independent Registered Public Accounting Firm:
Wipfli, LLP for 2017 and 2016.
b. Statements of Financial Condition, December 31, 2017 and 2016.
c. Condensed Schedules of Investments, December 31, 2017 and 2016.
d. Statements of Operations, Years Ended December 31, 2017 and 2016.
e. Statements of Changes in Partners’ Capital, Years Ended December 31, 2017 and 2016.
f. Statements of Cash Flows
Notes to Financial Statements.
Acknowledgment
(2) All financial statement schedules have been omitted because the information required by the schedules is not applicable, or because the information required is contained in the financial statements included herein or the notes thereto.
(3) Exhibits:
See the Index to Exhibits annexed hereto.
Form 8-K
None.
Exhibits:
See The Index to Exhibits annexed hereto.
(c) Financial Statement Schedules
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 2, 2018
The Everest Fund, L.P.
By: Everest Asset Management, Inc.
(General Partner)
By: /s/ Peter Lamoureux
Peter Lamoureux, President
Secretary, Treasurer, and Director
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 Partnership and in the capacities and on the date indicated.
Date: April 2, 2018
By: /s/ Peter Lamoureux
Peter Lamoureux, President,
Secretary, Treasurer, and Director
Index to Exhibits:
Notes to the Exhibits: Exhibits 3.4, 10.5, 10.6, 10.9, 10.10 and 28.1 are incorporated by reference to the Partnership’s Form 10 accepted on September 19, 1996.
The Exhibits referenced above bear the exhibit numbers corresponding to those indicated in the Partnership’s Registration Statements.
Number of Attached Exhibits
None.
Yours truly,
/s/ Peter Lamoureux
Peter Lamoureux
President
EVEREST FUND, L.P.
(An Iowa Limited Partnership)
ACKNOWLEDGEMENT
The Everest Fund, L.P.
FINANCIAL REPORT
Years Ended
December 31, 2017 and 2016
The Everest Fund, L.P.
The Everest Fund, L.P.
OATH OR AFFIRMATION OF THE COMMODITY POOL OPERATOR
To the best of my knowledge and belief, the information contained in the attached financial statements for the years ended December 31, 2017 and 2016 is accurate and complete.
/s/ Peter Lamoureux
Peter Lamoureux, President	
Everest Asset Management, Inc.
Commodity Pool Operator and General Partner for The Everest Fund, L.P.	
Management’s Report on Internal Control Over Financial Reporting
The management of the Partnership is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Commodity Exchange Act (“CEAct”) as a process designed by, or under the supervision of, and effected by, the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Internal control includes those policies and procedures that:
·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Partnership are being made only in accordance with authorization of management and directors of the Partnership; and
·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2017. In making this assessment, management used the criteria established in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management believes that, as of December 31, 2017, the Partnership’s internal control over financial reporting is effective.
There have not been any changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the CEAct that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Partners of The Everest Fund, L.P.
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of The Everest Fund, L.P. (the “Partnership”), including the condensed schedules of investments, as of December 31, 2017 and 2016, and the related statements of operations and changes in partners’ capital, for each of the three years ended in the period ended December 31, 2017 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2017 and 2016, and the results of its operations for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Wipfli LLP
We have served as the Partnership’s auditor since 2016.
March 31, 2018
Chicago, IL
The Everest Fund, L.P.
Statements of Financial Condition
December 31, 2017 and 2016
The accompanying notes are an integral part of these financial statements.
The Everest Fund, L.P.
Condensed Schedule of Investments
December 31, 2017
The accompanying notes are an integral part of these financial statements.
The Everest Fund, L.P.
Condensed Schedule of Investments
December 31, 2016
The accompanying notes are an integral part of these financial statements.
The Everest Fund, L.P.
Statements of Operations
Years Ended December 31, 2017 and 2016
The accompanying notes are an integral part of these financial statements.
The Everest Fund, L.P.
Statements of Changes in Partners’ Capital
Years Ended December 31, 2017 and 2016
The accompanying notes are an integral part of these financial statements.
The Everest Fund, L.P.
Statements of Cash Flows
Years Ended December 31, 2017 and 2016
The accompanying notes are an integral part of these financial statements.
The Everest Fund, L.P.
Notes to Financial Statements
Years Ended December 31, 2017 and 2016
1. Nature of Business and Significant Accounting Policies
Nature of Operations
The Everest Fund, L.P. (the “Partnership”) was organized in June 1988 pursuant to the Iowa Uniform Limited Partnership Act for the purpose of engaging in the speculative trading of futures and forward contracts for commodities, financial instruments, stock indexes and currencies, any rights pertaining thereto and any options thereon or on physical commodities. As part of its objective, the Partnership may also engage in hedge, arbitrage and cash trading of commodities and futures. The Partnership may engage in the foregoing business directly, through investing in other funds and Partnerships and through investing in subsidiary limited partnerships or other limited liability entities. The Partnership clears all of its trades through one clearing broker, RJ O’Brien (the “Clearing Broker”). The Partnership will terminate on December 31, 2020, or upon the occurrence of certain events, as specified in the seventh amended and restated agreement of limited partnership (the “Agreement”).
The sole General Partner of the Partnership is Everest Asset Management, Inc. (the “General Partner”). All management and investment decisions are vested in the General Partner. The General Partner is registered with the United States Commodity Futures Trading Commission (CFTC) as a Commodity Pool Operator (“CPO”) and a Commodity Trading Advisor (“CTA”) and is a member of the United States National Futures Association (NFA). The General Partner acts as the Partnership’s sole CPO, and an unrelated party EMC Capital Advisors, LLC (the “Advisor”), acts as the Partnership’s sole CTA, to whom the General Partner has delegated complete trading authority.
On July 1, 1995, the Partnership recommenced its offering under a Regulation D, Rule 506 private placement. The private placement offering is continuing at a gross subscription price per unit equal to net asset value (“NAV”) per unit, plus an organization and offering cost reimbursement fee payable to the General Partner, and an ongoing compensation fee equal to 3% of NAV of Class A Units sold. The Class A Units (retail shares) continue to be charged an initial 1% offering and organization fee as a reduction to capital.
A summary of the Partnership’s significant accounting polices follows.
Basis of Accounting
The Partnership follows accounting principles generally accepted in the United States (“U.S. GAAP”), as established by the Financial Accounting Standards Board (the “FASB”), to ensure consistent reporting of financial condition and results of operations.
In accordance with FASB Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies, management has determined that it is an investment company, as defined for accounting purposes, and has applied such guidance.
Note 1, continued
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Cash in broker trading accounts is on deposit at the Clearing Broker. The Partnership at times maintains deposits with financial institutions in amounts that are in excess of federally insured limits; however, the Partnership does not believe it is exposed to any significant credit risk. Margin requirements are satisfied by the deposit of cash with such broker.
Restricted Cash
Amounts due from broker may be restricted to the extent they serve as deposits for investments sold, not yet purchased and to satisfy margin requirements. At December 31, 2017 and 2016, the amount of restricted cash held by the Partnership for margin requirements was $602,280 and $603,477, respectively.
Valuation of Investments
Investments consist of open futures contracts. Open futures contracts are reflected in the accompanying statements of financial condition at fair value. The fair value of open futures positions is based upon daily exchange settlement prices.
Offsetting of Amounts Related to Certain Contracts
When the requirements are met, the Partnership offsets certain fair value amounts recognized for cash collateral receivables or payables against fair value amounts recognized for net derivative positions executed with the same counterparty under the same master netting arrangement.
Income Recognition on Investments
Income on futures contracts is recorded on a trade date basis. Gains (losses) are realized when contracts are liquidated. Unrealized gains (losses) on open futures contracts are calculated based on the size of a given contract and the difference between the open futures contract closing price and the price at which the contract was initially purchased or sold. Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Fair value of exchange-traded contracts is based upon exchange settlement prices. Fair value of non-exchange-traded contracts, if any, is based on third party quoted dealer values on the Inter-bank market.
Interest income is recognized on an accrual basis.
Note 1, continued
Brokerage Commissions
Brokerage commissions and exchange fees are reflected separately in the statements of operations.
Foreign Currency
The Partnership has certain investments denominated in foreign currencies. The purchase and sale of investments and income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.
The Partnership does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of positions held. Such fluctuations are included with the net realized and unrealized gain or loss on such investments.
Redemptions Payable
Redemptions approved by the General Partner prior to month end with a fixed effective date and fixed amount are recorded as redemptions payable as of month end.
Income Taxes
The Partnership is not subject to federal income taxes, because its income and losses are includable in the tax returns of its partners. The Partnership may be required to file returns and pay tax in various state and local jurisdictions as a result of its operations or the residency of its partners.
The Partnership assesses the potential outcome of uncertain tax positions. As of December 31, 2017, management believes the Partnership has no material uncertain tax positions requiring recognition or measurement. The federal and state income tax returns for tax years according to federal and state statutes remain open to examination by taxing authorities through their statutory periods.
Statement of Cash Flows
The Partnership has elected to provide a statement of cash flows even though it's permitted by U.S. GAAP not to include, as all of the following conditions have been met:
a.During the year, substantially all of the Partnership’s investments were classified as Level 1 instruments within the fair value hierarchy;
b.Substantially all of the Partnership’s investments are carried at fair value;
c.The Partnership had little or no debt during the year; and
d.The Partnership’s financial statements include a statement of changes in partners’ capital (net assets).
Note 1, continued
Subsequent Events
The Partnership has evaluated subsequent events for potential recognition and/or disclosure through March 31, 2018, the date the financial statements were issued.
2. Fair Value of Financial Instruments
The Partnership records its investments at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Partnership has the ability to access at the measurement date.
Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies.
Level 3. Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.
The Partnership assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Partnership’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the years ended December 31, 2017 and 2016, there were no such transfers.
Note 2, continued
Exchange-traded futures contracts are typically categorized within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Futures contracts that are not actively traded are valued based on quoted prices in markets or by reference to broker or dealer quotations and are generally classified within Level 2 of the fair value hierarchy. All financial instruments listed in the condensed schedules of investments as of December 31, 2017 and 2016 are considered Level 1, measured at fair value on a recurring basis based on quoted prices for identical assets in active markets.
Substantially all of the Partnership’s assets and liabilities are considered financial instruments, and are either already reflected at fair value or are short-term or replaceable on demand. Therefore, their carrying amounts approximate their fair values.
3. Derivative Transactions
The following table identifies the fair value amounts of derivative contracts by type of risk as of December 31, 2017:
The following table identifies the fair value amounts of derivative contracts by type of risk as of December 31, 2016:
Note 3, continued
All of the Partnership’s trading during 2017 and 2016 involved derivative financial instruments.
The Partnership does not consider any derivative instruments to be hedging instruments, as those terms are generally understood under U.S. GAAP.
4. Offsetting Assets and Liabilities
As of December 31, 2017 and 2016, the Partnership holds derivative instruments that are eligible for offset in the statements of financial condition and are subject to master netting arrangements. Master netting arrangements allow the counterparty to net applicable collateral held on behalf of the Partnership against applicable liabilities or payment obligations of the Partnership to the counterparty. These arrangements also allow the counterparty to net any of its applicable liabilities or payment obligations it has to the Partnership against any collateral sent to the Partnership.
The following tables provide disclosure regarding the potential effect of offsetting of recognized assets presented in the statements of financial condition.
Note 4, continued
5. Limited Partnership Agreement
Pursuant to the terms of the seventh amended and restated agreement of limited partnership (the “Agreement”), dated and effective as of May 1, 2004, net income and losses are allocated to the partners in accordance with each partner’s ownership percentage.
Generally, a limited partner may withdraw all or a portion of its capital only as of the close of business on the last day of a fiscal month, provided they have given at least 15 days’ prior written notice, although the General Partner may in its sole discretion accept at other times.
6. Fees and Related-Party Transactions
Pursuant to a speculative managed account agreement dated November 19, 2012, the Partnership switched to its current Advisor, to whom it shall pay a quarterly management fee of 0.50% of each limited partner’s capital balance as of the end of each calendar quarter (2.0% per annum) and a quarterly incentive fee equal to 20% of trading profits, as defined. No incentive fee was earned during 2017 and 2016 because no limited partner capital account balances have reached a new high water mark.
The General Partner charges the Partnership a monthly management fee equal to 0.50% (6.0% annually) of the Partnership’s Class A beginning-of-month NAV.
7. Deposits with Brokers
The Partnership deposits cash with the Clearing Broker subject to CFTC regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such broker. The Partnership earns interest income on its cash deposited with the Clearing Broker.
8. Indemnifications
In the normal course of business, the Partnership enters into contracts that contain a variety of representations and warranties that provide indemnifications under certain circumstances. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of future obligation under these indemnifications to be remote.
9. Financial Instruments with Off-Balance-Sheet Risk
In connection with its trading activities, the Partnership enters into transactions with a variety of derivative financial instruments, including exchange-traded futures contracts. These derivative financial instruments may have market and/or credit risk in excess of the amounts recorded in the statements of financial condition.
Market Risk: Market risk arises primarily from changes in the market value of financial instruments. Theoretically, the Partnership’s exposure is equal to the notional value of contracts purchased and unlimited on such contracts sold short.
Exposure to market risk is influenced by a number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded. In many cases, the use of financial instruments serves to modify or offset market risk associated with other transactions and, accordingly, serves to decrease the Partnership’s overall exposure to market risk. The Partnership attempts to control its exposure to market risk through various analytical monitoring techniques.
Credit Risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of a contract. The Partnership’s exposure to credit risk associated with counterparty nonperformance is limited to the current cost to replace all contracts in which the Partnership has a gain. Exchange-traded financial instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual exchanges.
Concentrations of Credit Risk: The Partnership is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Partnership may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Partnership’s policy to review, as necessary, the credit standing of each counterparty.
The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The partners bear the risk of loss only to the extent of the market value of their respective investments.
Note 9, continued
Futures Risk: The Partnership is subject to equity price risk, interest rate risk, and foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The Partnership may use futures contracts to gain exposure to, or hedge against changes in the value of equities, interest rates or foreign currencies. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. Upon entering into such contracts, the Partnership is required to deposit with the broker either in cash or securities an initial margin in an amount equal to a certain percentage of the contract amount. Subsequent payments (variation margin) are made or received by the Partnership each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as amounts due to or from the broker; fluctuations in the value of the contract are recorded for financial statement purposes as unrealized gains or losses by the Partnership. Upon entering into such contracts, the Partnership bears the risk of interest or exchange rates or securities prices moving unexpectedly, in which case the Partnership may not achieve the anticipated benefits of the futures contracts and may realize a loss. With futures, there is minimal counterparty credit risk to the Partnership since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the settlement of futures against default.
10. Financial Highlights
The following information presents per unit operating performance data and other supplemental financial data for the Partnership’s Class A units for the years ended December 31, 2017 and 2016:
Note 10, continued
*Net investment loss excludes net realized and change in unrealized gain on investments and the related brokerage commissions and exchange fees.
The above ratios have been calculated based upon the unaffiliated average Class A limited partners’ capital for the years ended December 31, 2017 and 2016. Total return is calculated based on the change in value of a unit during the period outstanding. An individual partner’s total return and ratios may vary from the above total return and ratios based on the timing of capital (or unit) transactions.
These financial highlights may not be indicative of the future performance of the Partnership.