Item 1. Business.
(a) General development of business. Smith Barney International Advisors Currency Fund L.P., (the "Partnership") is a limited partnership organized on May 29, 1991 under the limited partnership laws of the State of New York to engage in speculative trading of commodity interests, including forward contracts, commodity options and commodity futures contracts on foreign currencies. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership commenced trading operations on March 12, 1992. A total of 10,000,000 Units of Limited Partnership Interest in the Partnership ("Units") were offered to the public. A Registration Statement on Form S-1 relating to the public offering became effective on September 30, 1991. Between September 30, 1991 and February 27, 1992, 1,109,024 Units were sold to the public at $10 per Unit. Proceeds of the offering were held in an escrow account and were transferred, along with the General Partner's contribution of $143,760, to the Partnership's trading account on March 12, 1992 when the Partnership commenced trading. Sales of additional Units and redemptions of Units for the years ending December 31, 1996, 1995 and 1994 are reported in the Statement of Partners' Capital on page under "Item 8. Financial Statements and Supplementary Data."
The General Partner has agreed to make additional capital contributions, if necessary, so that its general partnership interest will be equal to the greater of (i) an amount to entitle it to 1% of each material item of Partnership income, loss, deduction or credit or (ii) the greater of (a) 1% of the Partners' contributions to the Partnership or (b) $25,000. The Partnership will be liquidated on December 31, 2011; if the Net Asset Value per Unit falls below $4 as of the end of a trading day; or upon the earlier occurrence of certain other circumstances set forth in the Limited Partnership Agreement. The Partnership's trading of futures contracts on commodities is done on United States and foreign commodity exchanges. It engages in such trading through a commodity brokerage account maintained with its commodity broker, Smith Barney, Inc. ("SB"). Smith Barney Futures Management Inc. acts as the general partner (the "General Partner") of the Partnership. SB is an affiliate of the General Partner. As of December 31, 1996, the General Partner, on behalf of the Partnership, has entered into Management Agreements (the "Management Agreements") with Friedberg Commodity Management Inc. and Trendview Management Inc., (collectively, the "Advisors") who make all commodity trading decisions for the Partnership. None of the Advisors is affiliated with the General Partner or SB. The Advisors are not responsible for the organization or operation of the Partnership. The General Partner terminated Gill Capital Management and Commodity Monitors Inc. as Advisors effective
January 2, 1996. Trendview Management Inc. was added as an Advisor on the same date. Pursuant to the terms of each Management Agreement, the Partnership is obligated to pay the Advisors an incentive fee payable quarterly of 20% of New Trading Profits (as defined in the Limited Partnership Agreement) of the Partnership. The Customer Agreement (the "Customer Agreement") provides that the Partnership pays SB a monthly brokerage fee equal to 7/12 of 1% of month-end Net Assets (7% per year) in lieu of brokerage commissions on a per trade basis. From its brokerage fee, SB pays each Advisor a monthly management fee equal to 1/6 of 1% (2% per year) of Net Assets allocated to the Advisor as of the end of the month. SB also pays a portion of its brokerage fees to its financial consultants who have sold Units and who are registered as associated persons with the Commodity Futures Trading Commission (the "CFTC"). The Partnership pays for National Futures Association ("NFA") fees, exchange and clearing fees, give-up and user fees and floor brokerage fees. The Customer Agreement between the Partnership and SB gives the Partnership the legal right to net unrealized gains and losses. Brokerage fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. In addition, SB pays the Partnership interest on 85% of the average daily equity maintained in cash in its account during each month at the rate equal to the average noncompetitive yield of 13- week U.S. Treasury Bills as determined at the weekly auctions thereof during the month. (b) Financial information about industry segments. The
Partnership's business consists of only one segment, speculative trading of commodity interests. The Partnership does not engage in sales of goods or services. The Partnership's net income (loss) from operations for the years ended December 31, 1996, 1995, 1994 and 1993, and the period from March 12, 1992 (commencement of trading operations) to December 31, 1992 is set forth under "Item 6. Select Financial Data." The Partnership capital as of December 31, 1996 was $3,358,976. (c) Narrative description of business. See Paragraphs (a) and (b) above. (i) through (x) - Not applicable. (xi) through (xii) - Not applicable. (xiii) - The Partnership has no employees. (d) Financial Information About Foreign and Domestic Operations and Export Sales. The Partnership does not engage in sales of goods or services, and therefore this item is not applicable. Item 2.
Item 2. Properties. The Partnership does not own or lease any properties. The General Partner operates out of facilities provided by its affiliate, SB. Item 3.
Item 3. Legal Proceedings. There are no pending legal proceedings to which the Partnership is a party or to which any of its assets is subject. No material legal proceedings affecting the Partnership were terminated during the fiscal year.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to the security holders for a vote during the fiscal year covered by this report. PART II Item 5.
Item 5. Market for Registrant's Common Equity and Related Security Holder Matters. (a) Market Information. The Partnership has issued no stock. There is no established public trading market for the Units of Limited Partnership Interest. (b) Holders. The number of holders of Units of Partnership Interest as of December 31, 1996 was 176. (c) Distribution. The Partnership did not declare a distribution in 1996.
Item 6.
Item 6. Select Financial Data. The Partnership commenced trading operations on March 12, 1992. Realized and unrealized trading gains (losses), interest income, net income (loss) and increase (decrease) in net asset value per Unit and distribution per Unit for the years ended December 31, 1996, 1995, 1994 and 1993 and the period from March 12, 1992 (commencement of trading operations) to December 31, 1992 and total assets at December 31, 1996, 1995, 1994, 1993 and 1992 were as follows:
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. (a) Liquidity. The Partnership does not engage in sales of goods or services. Its only assets are its commodity futures trading account, consisting of cash and cash equivalents, net unrealized appreciation (depreciation) on open commodity contracts, commodity options, and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. Such substantial losses could lead to a material decrease in liquidity. To minimize this risk, the Partnership follows certain policies including: (1) Partnership funds are invested only in commodity contracts which are traded in sufficient volume to permit, in the opinion of the Advisors, ease of taking and liquidating positions. (2) No Advisor initiates additional positions in any commodity if such additional positions would result in aggregate positions for all commodities requiring as margin more than 66-2/3% of the Partnership's assets allocated to the Advisor. For the purpose of this limitation, forward contracts in currencies are deemed to have the same margin requirements as the same or similar futures contracts traded on the Chicago Mercantile Exchange. (3) The Partnership does not employ the trading technique commonly known as "pyramiding", in which the speculator uses unrealized profits on existing positions as margin for the purchase or sale of additional positions in the same or related commodities.
(4) The Partnership does not utilize borrowings except short-term borrowings if the Partnership takes delivery of any cash commodities, provided that neither the deposit of margin with a commodity broker nor obtaining and drawing a line of credit with respect to forward contracts shall constitute borrowing. (5) The Advisors may, from time to time, employ trading strategies such as spreads or straddles on behalf of the Partnership. The term "spread" or "straddle" describes a commodity futures trading strategy involving the simultaneous buying and selling of futures contracts on the same commodity but involving different delivery dates or markets and in which the trader expects to earn a profit from a widening or narrowing of the difference between the prices of the two contracts. The Partnership engages in the trading of forward contracts in foreign currencies. In this connection, the Partnership contracts with SB as the counterparty to take future delivery of a particular foreign currency. In a forward transaction, cash settlement does not occur until the agreed upon value date of the transaction. The Partnership's credit risk in the event of counterparty default is typically limited to the amounts recognized in the statement of financial condition and not represented by the contract or notional amounts of the instruments. The fair value of off-exchange traded forward currency contracts at December 31, 1996 and 1995 was approximately $(33,000) and $75,000, respectively. The Partnership is party to financial instruments with
off-balance sheet risk, including derivative financial instruments and derivative commodity instruments, in the normal course of its business. These financial instruments include forwards, futures and options, whose value is based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, or to purchase or sell other financial instruments at specified terms at specified future dates. Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments including market and credit risk. The General Partner monitors and controls the Partnership's risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership is subject. (See also "Item 8.
Item 8. Financial Statements and Supplementary Data.
SMITH BARNEY INTERNATIONAL ADVISORS CURRENCY FUND L.P.
Page Number
Report of Independent Accountants.
Financial Statements: Statement of Financial Condition at December 31, 1996 and 1995.
Statement of Income and Expenses for the years ended December 31, 1996, 1995 and 1994.
Statement of Partners' Capital for the years ended December 31, 1996, 1995, and 1994.
Notes to Financial Statements. -
Continued
Report of Independent Accountants
To the Partners of Smith Barney International Advisors Currency Fund L.P.:
We have audited the accompanying statement of financial condition of SMITH BARNEY INTERNATIONAL ADVISORS CURRENCY FUND L.P. (a New York Limited Partnership) as of December 31, 1996 and 1995, and the related statements of income and expenses and of partners' capital for the years ended December 31, 1996, 1995 and 1994. These financial statements are the responsibility of the management of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management of the General Partner, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Smith Barney International Advisors Currency Fund L.P. as of December 31, 1996 and 1995, and the results of its operations for the years ended December 31, 1996, 1995 and 1994, in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
New York, New York February 28, 1997
Smith Barney International Advisors Currency Fund L.P. Statement of Financial Condition December 31, 1996 and 1995
1996 1995 Assets: Equity in commodity futures trading account: Cash and cash equivalents (Note 3c) $ 3,525,670 $ 6,912,939 Net unrealized depreciation on open futures contracts (33,306) (22,990) ----------- ----------- 3,492,364 6,889,949 Interest receivable 12,361 25,911 Other assets 19,853 ----------- ----------- $ 3,504,725 $ 6,935,713 =========== =========== Liabilities and Partners' Capital: Liabilities: Accrued expenses: Commissions $ 20,444 $ 40,342 Other 33,891 44,133 Redemptions payable (Note 5) 48,595 2,513,653 Incentive fees 42,819 Due to SB (Note 7) 39,194 ----------- ----------- 145,749 2,637,322 ----------- ----------- Partners' Capital (Notes 1, 5 and 8): General Partner, 8,000.2096 Unit equivalents outstanding in 1996 91,282 74,402 and 1995 Limited Partners, 286,344.8991 and 454,095.3092 Units of Limited Partnership Interest outstanding in 1996 and 1995, respectively 3,267,694 4,223,989 ----------- ----------- 3,358,976 4,298,391 ----------- ----------- $ 3,504,725 $ 6,935,713 =========== ===========
See notes to financial statements.
Smith Barney International Advisors Currency Fund L.P. Statement of Income and Expenses for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994 Income: Net gains (losses) on trading of commodity interests: Realized gains (losses) on closed positions $ 986,462 $ 777,627 $(1,515,843) Change in unrealized gains/ losses on open positions (10,316) (402,952) 540,484 ----------- ----------- ----------- 976,146 374,675 (975,359) Less, brokerage commissions and clearing fees ($934, $9,754, and $35,326, respectively) (Note 3c) (263,649) (694,687) (1,226,232) ----------- ----------- ----------- Net realized and unrealized gains (losses) 712,497 (320,012) (2,201,591) Interest income (Note 3c) 150,381 459,661 584,880 ----------- ----------- ----------- 862,878 139,649 (1,616,711) ----------- ----------- ----------- Expenses: Incentive fees (Note 3b) 83,905 130,186 85,026 Organization expense (Note 7) 19,953 217,890 111,011 Other 43,628 155,983 117,574 ----------- ----------- ----------- 147,486 504,059 313,611 ----------- ----------- ----------- Net income (loss) $ 715,392 $ (364,410) $(1,930,322) =========== =========== =========== Net income (loss) per Unit of Limited Partnership Interest and General Partner Unit equivalent (Notes 1 and 8) $ 2.11 $ (0.49) $ (1.14) =========== =========== ===========
See notes to financial statements.
Smith Barney International Advisors Currency Fund L.P. Statement of Partners' Capital for the years ended December 31, 1996, 1995 and 1994
Limited General Partners Partner Total Partners' capital at December 31, 1993 $ 20,128,782 $ 254,440 $ 20,383,222 Net loss (1,903,783) (26,539) (1,930,322) Sale of 70,191.9475 Units of Units of Limited Partnership Interest 720,900 720,900 Redemption of 723,900.5106 Units of Limited Partnership Interest (7,311,931) (7,311,931) ------------ ------------ ------------ Partners' capital at December 31, 1994 11,633,968 227,901 11,861,869 Net loss (353,212) (11,198) (364,410) Sale of 2,533.6091 Units of Limited Partnership Interest 24,500 24,500 Redemption of 736,317.9343 Units of Limited Partnership Interest and General Partner redemption representing 15,278.8416 Unit equivalents (7,081,267) (142,301) (7,223,568) ------------ ------------ ------------ Partners' capital at December 31, 1995 4,223,989 74,402 4,298,391 Net income 698,512 16,880 715,392 Redemption of 167,750.4101 Units of Limited Partnership Interest (1,654,807) (1,654,807) ------------ ------------ ------------ Partners' capital at December 31, 1996 $ 3,267,694 $ 91,282 $ 3,358,976 ============ ============ ============
See notes to financial statements.
Smith Barney International Advisors Currency Fund L.P. Notes to Financial Statements
1. Partnership Organization:
Smith Barney International Advisors Currency Fund L.P. (the "Partnership") is a limited partnership which was organized on May 29, 1991 under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio commodity interests including futures contracts, options and forward contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership was authorized to sell 10,000,000 Units of Limited Partnership Interest ("Units").
Smith Barney Futures Management Inc. acts as the general partner (the "General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of the General Partner, acts as commodity broker for the Partnership (see Note 3c). The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner shall be liable for obligations of the Partnership in excess of his initial capital contribution and profits, if any, net of distributions.
The Partnership will be liquidated on December 31, 2011; if the Net Asset Value per unit falls below $4 as of the end of a trading day; or under certain other circumstances set forth in the Limited Partnership Agreement.
2. Accounting Policies:
a.All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the statement of financial condition at market value for those commodity interests for which market quotations are readily available or at fair value on the last business day of the year. Investments in commodity interests denominated in foreign currency are translated into U.S. dollars at the exchange rates prevailing on the last business day of the year. Realized gain (loss) and changes in unrealized values on commodity interests are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.
b.Income taxes have not been provided as each partner is individually liable for the taxes, if any, on his share of the Partnership's income and expenses.
Smith Barney International Advisors Currency Fund L.P. Notes to Financial Statements
c.The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of 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 these estimates.
3. Agreements:
a.Limited Partnership Agreement:
The Limited Partnership Agreement provides that the General Partner shall manage the business of the Partnership and may make all trading decisions for the Partnership.
b.Management Agreements:
The General Partner has entered into Management Agreements with Friedberg Commodity Management Inc., and Trendview Capital Management (collectively, the "Advisors"), registered commodity trading advisors. The Advisors are not affiliated with one another, and none are affiliated with the General Partner or SB and are not responsible for the organization or operation of the Partnership. As compensation for their services, the Partnership is obligated to pay each Advisor 20% of the New Trading Profits of the Partnership earned by each Advisor. The General Partner terminated Commodity Monitors Inc. and Gill Capital Management as Advisors effective January 2, 1996. Trendview Capital Management was added as an Advisor on the same date.
c.Customer Agreement:
The Partnership has entered into a Customer Agreement which was assigned to SB which provides that the Partnership will pay SB a monthly brokerage fee equal to 7/12 of 1% of month-end Net Assets (7% per year) in lieu of brokerage commissions on a per trade basis. From its brokerage fee SB will pay each Advisor a monthly management fee equal to 1/6 of 1% (2% per year) of Net Assets allocated to the Advisor as of the end of the month. The Partnership will pay for National Futures Association ("NFA") fees, exchange and clearing fees, user, give-up and floor brokerage fees. SB will pay a portion of its brokerage fees to the financial consultants who have sold Units. Brokerage fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. All the Partnership's assets are deposited in the Partnership's account at SB. The Partnership's cash is deposited by SB in segregated bank accounts as required by the Commodity Futures Trading Commission regulations. At December 31, 1996 and 1995, the amount of cash held for margin requirements was $95,916 and $255,326, respectively. SB has agreed to pay the Partnership interest on 85% of the average daily equity maintained in cash in its account during each month at the rate of the average noncompetitive yield of 13-week U.S. Treasury Bills as determined at the weekly auctions thereof during the month. The Customer Agreement between the Partnership and SB gives the Partnership the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.
Smith Barney International Advisors Currency Fund L.P. Notes to Financial Statements
4. Trading Activities:
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership's trading activity are shown in the statement of income and expenses.
All of the commodity interests owned by the Partnership are held for trading purposes. The fair value of these commodity interests, including options thereon, at December 31,1996 and 1995 was $(33,306) and $(22,990), respectively, and the average fair value during the years then ended, based on monthly calculation, was $168,437 and $63,916, respectively.
5. Distributions and Redemptions:
Distributions of profits, if any, will be made at the sole discretion of the General Partner. A limited partner may redeem all or part of his Units at their Net Asset Value by written or oral request to the General Partner at least 15 days prior to the redemption date. No redemption may result in the limited partner holding fewer than 300 Units after such redemption is effected.
6. Reinvestment
A limited partner may elect automatically to reinvest the amount of his annual distribution, if any, in additional Units and fractional Units at their Net Asset Value as of the day on which the distribution is declared. This election may be made at the time of subscription and is contingent upon the availability of Units during the Continuous Offering. If a limited partner elects to reinvest and no Units are available as of a distribution date, the limited partner's SB account will be credited with the amount of the distribution.
Smith Barney International Advisors Currency Fund L.P. Notes to Financial Statements
7. Organization and Offering Costs:
Organization and offering expenses of $400,000 relating to the initial offering period were paid by SB and SB's predecessor. The Partnership reimbursed SB and its predecessor for initial offering and organization expenses during 1993 and 1992. Offering expenses relating to the Continuous Offering of Partnership Units were $330,064. The Partnership has reimbursed SB such costs in twenty-four monthly installments (together with interest at the prime rate quoted by the Chase Manhattan Bank) as of January, 1996. In addition, interest expense on the reimbursement of these costs in the amounts of $101, $8,319 and $10,371 for the years ended 1996, 1995 and 1994, respectively, has been included in organization expense.
8. Net Asset Value Per Unit:
Changes in the net asset value per Unit of Partnership interest for the years ended December 31,1996, 1995 and 1994 were as follows:
1996 1995 1994 Net realized and unrealized gains (losses) $ 2.10 $ (0.44) $ (1.30) Interest income 0.42 0.46 0.37 Expenses (0.41) (0.51) (0.21) -------- -------- -------- Increase (decrease) for year 2.11 (0.49) (1.14) Net asset value per Unit, beginning of year 9.30 9.79 10.93 -------- -------- -------- Net asset value per Unit, end of year $ 11.41 $ 9.30 $ 9.79 ======== ======== ========
9. Financial Instrument Risk:
The Partnership is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments, in the normal course of its business. These financial instruments include forwards, futures and options, whose value is based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash or with another financial instrument. These instruments may be traded on an exchange or over-the-counter ("OTC"). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.
Smith Barney International Advisors Currency Fund L.P. Notes to Financial Statements
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Partnership's risk of loss in the event of counterparty default is typically limited to the amounts recognized in the statement of financial condition and not represented by the contract or notional amounts of the instruments. The Partnership has concentration risk because the sole counterparty or broker with respect to the Partnership's assets is SB.
The General Partner monitors and controls the Partnership's risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.
Smith Barney International Advisors Currency Fund L.P. Notes to Financial Statements
The notional or contractual amounts of these instruments, while not recorded in the financial statements, reflect the extent of the Partnership's involvement in these instruments. At December 31, 1996, the notional or contractual amounts of the Partnership's commitment to purchase and sell these instruments was $34,179,252 and $35,471,114, respectively. All of these instruments mature within one year of December 31, 1996. However, due to the nature of the Partnership's business, these instruments may not be held to maturity. At December 31, 1996, the fair value of the Partnership's derivatives, including options thereon, was $(33,306), as detailed below.
Notional or Contractual Amount of Commitments To Purchase To Sell Fair Value Currencies -OTC Contracts $34,179,252 $35,471,114 $(33,306) ----------- ----------- -------- Totals $34,179,252 $35,471,114 $(33,306) =========== =========== ========
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. During the last two fiscal years and any subsequent interim period, no independent accountant who was engaged as the principal accountant to audit the Partnership's financial statements has resigned or was dismissed. PART III Item 10.
Item 10. Directors and Executive Officers of the Registrant. The Partnership has no officers or directors and its affairs are managed by its General Partner, Smith Barney Futures Management Inc. Investment decisions are made by the Advisors. Item 11.
Item 11. Executive Compensation. The Partnership has no directors or officers. Its affairs are managed by Smith Barney Futures Management Inc., its General Partner, which receives compensation for its services, as set forth under "Item 1. Business." SB, an affiliate of the General Partner, is the commodity broker for the Partnership and receives brokerage commissions for such services, as described under "Item 1. Business." During the year ended December 31, 1996, SB earned $263,649 in brokerage commissions and clearing fees. The Advisors earned $83,905 in incentive fees during 1996. Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. (a). Security ownership of certain beneficial owners. As of March 1, 1997, one beneficial owner who is neither a director nor executive officer of the General Partner beneficially owns more than five percent (5%) of the outstanding Units issued by the Registrant as follows:
Title Name and Address of Amount and Nature of Percent of of Class Beneficial Owner Beneficial Ownership Class
Units of Evelyn A. Freed 45,083.6120 Units 15.6% Limited 1511 Clearview Lane Partnership Santa Ana, CA 92705-1501
(b). Security ownership of management. Under the terms of the Limited Partnership Agreement, the Partnership's affairs are managed by the General Partner. The General Partner owns Units of general partnership interest equivalent to 8,000.2096 Units (2.7%) of Limited Partnership Interest as of December 31, 1996. (c). Changes in control. None. Item 13.
Item 13. Certain Relationships and Related Transactions. Smith Barney Inc. and Smith Barney Futures Management Inc. would be considered promoters for purposes of item 404(d) of Regulation S-K. The nature and the amounts of compensation each promoter will receive from the Partnership are set forth under "Item 1. Business." and "Item 11. Executive Compensation."
PART IV Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) (1) Financial Statements: Statement of Financial Condition at December 31, 1996, and 1995. Statement of Income and Expenses for the years ended December 31, 1996, 1995 and 1994. Statement of Partners' Capital for the years ended December 31, 1996, 1995 and 1994. (2) Financial Statement Schedules: None
(3) Exhibits: 3.1 - Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No.33-41438) and incorporated herein by reference). 3.2 - Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of New York on May 29, 1991 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 33-41438) and incorporated herein by reference). 10.1 - Customer Agreement between the Partnership and Lehman Brothers Capital Management Corp. (filed as Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 33-41438) and incorporated herein by reference). 10.3 - Escrow Instructions relating to escrow of subscription funds (filed as Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 33-41438) and incorporated herein by reference). 10.5 - Management Agreement among the Partnership, the General Partner and Friedberg Commodity Management Inc. (filed as Exhibit 10.5 to the Registration Statement on Form S-1 (File
No. 33-41438) and incorporated herein by reference). 10.6 - Management Agreement among the Partnership, the General Partner and FX Concepts, Inc. (filed as Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 33-41438) and incorporated herein by reference). 10.7- Management Agreement among the Partnership, the General Partner and the team of Edwin Gill and David Hunter (filed as Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 33-41438) and incorporated herein by reference). 10.8- Management Agreement among the Partnership, the General Partner and Steiner & Cie (filed as Exhibit 10.8 to the Registration Statement on Form S-1 (File No.33-41438) and incorporated herein by reference). 10.9- Management Agreement among the Partnership, the General Partner and Sunrise Commodities Incorporated (filed as Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 33-41438) and incorporated herein by reference). 10.10- Letter dated September 22, 1992 from General Partner to Steiner & Cie terminating the Management Agreement effective September 23, 1992 (filed as Exhibit 10.10 to Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference). 10.11- Letter dated March 18, 1993 from General Partner to Friedberg Commodity Management Inc. extending Management Agreement (filed as Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference). 10.12- Letter dated March 18, 1993 from General Partner to FX Concepts, Inc. extending Management Agreement (filed as Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference). 10.13- Letter dated March 18, 1993 from General Partner to Gill Capital Management Ltd. extending Management Agreement (filed as Exhibit 10.13 to Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference). 10.14- Letter dated March 18, 1993 from General Partner to Sunrise Commodities Incorporated extending Management Agreement (filed as Exhibit 10.14 to Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference). 10.15 Management Agreement among the Partnership, General Partner and Gandon Fund Management Limited dated December 31, 1993 (filed as Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference). 10.16- Letter dated March 22, 1994 from General Partner to Gandon Securities Limited terminating Management Agreement effective March 31, 1994 (filed as Exhibit 10.16 to Form 10-K for the fiscal year ended December 31, 1994). 10.17- Letters dated February 16, 1995 from General Partner to Friedberg Commodity Management Inc. and Gill Asset Management extending Management Agreements (filed as Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1994). 10.18- Letter dated January 31, 1995 from General Partner to Sunrise Commodity Incorporated terminating Management Agreement (previously filed). 10.19- Management Agreement among the Partnership, General Partner and Commodity Monitors Inc. dated April 20, 1995 (previously filed). 10.20- Letter dated December 31, 1995 from General Partner to Commodity Monitors Inc, terminating Management Agreement (filed herein).
10.21- Letter dated December 27, 1995 from General Partner to Gill Capital Management Inc. terminating Management Agreement (filed herein). 10.22- Management Agreement among the Partnership, General Partner and Trendview Management Inc. dated January 2, 1996 (filed herein). (b) Report on Form 8-K: None Filed
Supplemental Information To Be Furnished With Reports Filed Pursuant To Section 15(d) Of The Act by Registrants Which Have Not Registered Securities Pursuant To Section 12 Of the Act.
Annual Report to Limited Partners
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 24th day of March 1997.
SMITH BARNEY INTERNATIONAL ADVISORS CURRENCY FUND L.P.
By: Smith Barney Futures Management Inc. (General Partner)
By /s/ David J. Vogel David J. Vogel, President & Director
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
/s/ David J. Vogel /s/ Jack H. Lehman III David J. Vogel, Jack H. Lehman III Director, Principal Executive Chairman and Director Officer and President
/s/ Michael Schaefer /s/ Daniel A. Dantuono Michael Schaefer Daniel A. Dantuono Director Treasurer, Chief Financial Officer and Director
/s/ Philip M. Waterman, Jr. /s/ Daniel R. McAuliffe, Jr. Philip M. Waterman, Jr. Daniel R. McAuliffe, Jr. Director and Vice-Chairman Director
/s/ Steve J. Keltz /s/ Shelley Ullman Steve J. Keltz Shelley Ullman Secretary and Director Director