Item 1. Business.
(a) General development of business. Shearson Select Advisors Futures Fund (the "Partnership") is a limited partnership organized on February 10, 1987 under the Partnership Laws of the State of Delaware. The Partnership engages in speculative trading of commodity interests, including forward contracts on foreign currencies, commodity options and commodity futures contracts including futures contracts on United States Treasuries and certain other financial instruments and 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 on July 1, 1987. Redemptions for the years ended December 31, 1997, 1996 and 1995, are reported in the Statement of Partners' Capital on page under "Item 8. Financial Statements and Supplementary Data."
Smith Barney Futures Management Inc. acts as the general partner (the "General Partner") of the Partnership and is a wholly owned subsidiary of Smith Barney Inc. ("SB"). SB acts as commodity broker for the Partnership. On November 28, 1997, Smith Barney Holdings Inc. was merged with Salomon Inc to form Salomon Smith Barney Holdings Inc. ("SSBH"), a wholly owned subsidiary of Travelers Group Inc. SB is a wholly owned subsidiary of SSBH.
The Partnership's trading of futures contracts on commodities is done primarily on United States commodities exchanges and may, to a lesser extent, be done on some foreign commodity exchanges.
It engages in such trading through a commodity brokerage account maintained with SB. Under the Limited Partnership Agreement of the Partnership (the "Limited Partnership Agreement"), the General Partner has sole responsibility for the administration of the business and affairs of the Partnership, but may delegate trading discretion to one or more trading advisors.
The Partnership is obligated to pay the General Partner a monthly management fee of 1/3 of 1% (4% per year) of the month end Net Assets of the Partnership, as defined, managed by each advisor and an incentive fee payable quarterly equal to 15% of New Trading Profits of the Partnership.
At December 31, 1997, the General Partner had a management agreement (the "Management Agreement") with John W. Henry & Company, Inc. ("the "Advisor"). Sunrise Capital Management was terminated as an advisor to the Partnership effective January 1, 1997. The Advisor is not affiliated with the General Partner or SB. Reference should be made to "Item 8. Financial Statements and Supplementary Data." for further information regarding the Advisors included in the notes to the financial statements.
The Management Agreement requires the General Partner to pay the Advisor a monthly management fee of 1/3 of 1% of the Net Assets of the Partnership (of 4% per year) managed by the Advisor and an incentive fee equal to 10% of the New Trading Profits (as defined in the Managerment Agreement) earned on the Net Assets managed by the Advisor during each quarter.
The incentive fee paid to the Advisor will be paid out of the General Partner's own funds to the extent that the incentive fee owed to the Advisor exceeds the incentive fee paid by the Partnership to the General Partner. Thus, the Partnership will pay an incentive fee based on aggregate profits earned by the Advisor. Pursuant to the terms of the customer agreement entered into with SB (the "Customer Agreement"), the Partnership is obligated to pay a monthly commodity brokerage fee. Effective January 1, 1997, the Partnership pays SB a monthly brokerage fee equal to .5% of month end net assets (6% per year) in lieu of brokerage commissions on a per trade basis. From July 1, 1995 through January 1, 1997, the Partnership paid Smith Barney a monthly brokerage fee equal to .667% of month end net assets (8% per year). The Partnership previously paid SB a monthly brokerage fee equal to .833% of month end net assets (10% per year) prior to July 1, 1995. The Partnership will pay for clearing fees, but not for floor brokerage which will be borne by SB. The Customer Agreement between the Partnership and SB gives the Partnership the legal right to net unrealized gains and losses. Reference should be made to "Item 8. Financial Statements and Supplementary Data." for further information regarding the brokerage commissions included in the notes to the financial statements. In addition, SB will pay the Partnership interest on 70% of the average daily equity maintained in cash in its accounts during each month at the rate of the average non-competitive yield of the 13-week U.S. Treasury Bills as determined at the weekly auctions
thereof during the month. The Customer Agreement may be terminated upon notice by either party.
(b) Financial information about industry segments. The Partnership's business consists of only one segment, speculative trading of commodity interests, including forward contracts on foreign currencies, commodity options and commodity futures contracts (including futures contracts on U.S. Treasuries and other financial instruments, foreign currencies and stock indices). 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, 1997, 1996, 1995, 1994, and 1993 are set forth under "Item 6. Select Financial Data." Partnership capital as of December 31, 1997 was $6,229,841.
(c) Narrative description of business. See Paragraphs (a) and (b) above. (i) through (x) - Not applicable. (xi) through (xii) - No applicable. (xiii) - The Partnership has no employees. (d) Financial Information About Foreign and Domestic Operations and Export Sales. The Partnership does not engage in ales of goods or services, and therefore this item is no 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 1997. Item 4.
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, 1997 was 599. (c) Distribution. The Partnership did not declare a distribution in 1997 or 1996.
Item 6.
Item 6. Select Financial Data. Net realized and unrealized trading gains (losses), interest income, net income (loss) and increase (decrease) in net asset value per Unit for the years ended December 31, 1997, 1996, 1995, 1994, and 1993 and total assets at December 31, 1997, 1996, 1995, 1994, and 1993 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 equity in its commodity futures trading account, consisting of cash and cash equivalents, net unrealized appreciation (depreciation) on open futures contracts 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) The Partnership diversifies its positions among various commodities. No Advisor initiates additional positions in any commodity for the Partnership if such additional positions would result in aggregate positions for all commodities requiring a margin of more than 66-2/3% of net assets of the Partnership managed by the Advisor.
(3) The Partnership may occasionally accept delivery of a commodity. Unless such delivery is disposed of promptly by retendering the warehouse receipt representing the delivery to the appropriate clearing house, the physical commodity position is fully hedged.
(4) 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.
(5) The Partnership does not utilize borrowings except short-term borrowings if the Partnership takes delivery of any cash commodities.
(6) The Advisor 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 contracts.
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.
SHEARSON SELECT ADVISORS FUTURES FUND
Page Number
Report of Independent Accountants.
Financial Statements: Statement of Financial Condition at December 31, 1997 and 1996.
Statement of Income and Expenses for the years ended December 31, 1997, 1996 and 1995
Statement of Partners' Capital for the years ended December 31, 1997, 1996 and 1995.
Notes to Financial Statements. -
Continued
Report of Independent Accountants
To the Partners of Shearson Select Advisors Futures Fund:
We have audited the accompanying statement of financial condition of SHEARSON SELECT ADVISORS FUTURES FUND (a Delaware Limited Partnership) as of December 31, 1997 and 1996, and the related statements of income and expenses and partners' capital for the years ended December 31, 1997, 1996 and 1995. 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 Shearson Select Advisors Futures Fund as of December 31, 1997 and 1996, and the results of its operations for the years ended December 31, 1997, 1996 and 1995, in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
New York, New York March 6, 1998
Shearson Select Advisors Futures Fund Statement of Financial Condition December 31, 1997 and 1996
1997 1996 Assets: Equity in commodity futures trading account: Cash and cash equivalents (Note 3b) $6,178,150 $6,581,238 Net unrealized appreciation on open futures contracts 306,078 109,713 ---------- ---------- 6,484,228 6,690,951 Interest receivable 19,321 18,843 ---------- ---------- $6,503,549 $6,709,794 ---------- ----------
Liabilities and Partners' Capital: Liabilities: Accrued expenses: Commissions $ 32,518 $ 44,732 Management fees 21,498 22,103 Other 21,583 34,022 Incentive fees 68,714 175,680 Redemptions payable (Note 5) 129,395 293,287 ---------- ---------- 273,708 569,824 ---------- ---------- Partners' capital (Notes 1, 5, and 6): General Partner, 34 Unit equivalents outstanding in 1997 and 1996 91,655 81,071 Limited Partners, 2,277 and 2,541 Units of Limited Partnership Interest outstanding in 1997 and 1996, respectively 6,138,186 6,058,899 ---------- ---------- 6,229,841 6,139,970 ---------- ---------- $6,503,549 $6,709,794 ---------- ----------
See notes to financial statements.
Shearson Select Advisors Futures Fund Statement of Income and Expenses for the years ended December 31, 1997, 1996 and 1995
1997 1996 1995 Income: Net gains on trading of commodity interests: Realized gains on closed positions $ 1,071,889 $ 2,091,285 $ 2,541,756 Change in unrealized gains/ losses on open positions 196,365 (186,773) (217,268) ----------- ----------- ----------- 1,268,254 1,904,512 2,324,488 Less, Brokerage commissions and clearing fees ($4,856, $6,720 and $7,491, respectively) (Note 3b) (373,144) (493,435) (618,168) ----------- ----------- ----------- Net realized and unrealized gains 895,110 1,411,077 1,706,320 Interest income (Note 3b) 213,272 202,098 256,528 ----------- ----------- ----------- 1,108,382 1,613,175 1,962,848 Expenses: Management fees (Note 3a) 241,865 240,634 258,861 Incentive fees (Note 3a) 101,180 175,680 41,244 Other expenses 41,729 55,242 52,248 ----------- ----------- ----------- 384,774 471,556 352,353 ----------- ----------- ----------- Net income $ 723,608 $ 1,141,619 $ 1,610,495 ----------- ----------- ----------- Net income per Unit of Limited Partnership Interest and General Partner Unit equivalent (Notes 1 and 6) $ 311.28 $ 423.08 $ 416.20 ----------- ----------- -----------
See notes to financial statements.
Shearson Select Advisors Futures Fund Statement of Partners' Capital for the years ended December 31, 1997, 1996 and 1995
Limited General Partners Partner Total Partners' capital at December 31, 1994 $ 6,018,456 $ 111,252 $ 6,129,708 Net income 1,580,528 29,967 1,610,495 Redemption of 852 Units of Limited Partnership Interest and General Partner redemption representing 38 Unit equivalents (1,630,527) (74,532) (1,705,059) ----------- ----------- ----------- Partners' capital at December 31, 1995 5,968,457 66,687 6,035,144 Net income 1,127,235 14,384 1,141,619 Redemption of 502 Units of Limited Partnership Interest (1,036,793) -- (1,036,793) ----------- ----------- ----------- Partners' capital at December 31, 1996 6,058,899 81,071 6,139,970 Net income 713,024 10,584 723,608 Redemption of 264 Units of Limited Partnership Interest (633,737) -- (633,737) ----------- ----------- ----------- Partners' capital at December 31, 1997 $ 6,138,186 $ 91,655 $ 6,229,841 ----------- ----------- -----------
See notes to financial statements.
Shearson Select Advisors Futures Fund Notes to Financial Statements
1. Partnership Organization:
Shearson Select Advisors Futures Fund (the "Partnership") is a limited partnership which was organized under the laws of the State of Delaware on February 10, 1987. The Partnership is engaged in the speculative trading of a diversified portfolio of 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 50,000 Units of Limited Partnership Interest ("Units") during its public offering.
Smith Barney Futures Management Inc. acts as the general partner (the "General Partner") of the Partnership and is a wholly owned subsidiary of Smith Barney Inc. ("SB"). SB acts as commodity broker for the Partnership (see Note 3b). On November 28, 1997, Smith Barney Holdings Inc. was merged with Salomon Inc to form Salomon Smith Barney Holdings Inc. ("SSBH"), a wholly owned subsidiary of Travelers Group Inc. SB is a wholly owned subsidiary of SSBH.
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 upon the first to occur of the following: December 31, 2007; a decline in net asset value per Unit on any business day after trading to less than $350; a decline in net assets after trading commences to less than $1,000,000; or under certain other circumstances as defined 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.
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. Management Agreement and Limited Partnership Agreement:
Under the Limited Partnership Agreement of the Partnership, the General Partner is permitted to delegate its authority to trade the Partnership's assets to one or more trading advisors and to compensate those advisors from the General Partner's own funds. The General Partner receives a monthly management fee of 1/3 of 1% (4% per year) of the month-end Net Assets of the Partnership managed by the Advisor, and an incentive fee payable quarterly equal to 15% of Net Trading Profits of the Partnership.
At December 31, 1997, the General Partner had a Management Agreement with John W. Henry & Company, Inc. (the "Advisor"). The Management Agreement requires the General Partner to pay the Advisor a management fee payable monthly of 4% per annum of the Net Assets of the Partnership managed by the Advisor and an incentive fee payable quarterly equal to 10% of Net Trading Profits earned on the Net Assets managed by the Advisor. Effective January 1, 1997, Sunrise Capital Management was terminated as an advisor to the Partnership.
b. Customer Agreement
The Partnership has entered into a Customer Agreement which was assigned to SB whereby SB provides services which include, among other things, the execution of transactions for the Partnership's account in accordance
with orders placed by the Advisor. Effective January 1, 1997, the Partnership pays SB a monthly brokerage fee equal to .5% of month end net assets (6% per year) in lieu of brokerage commissions on a per trade basis. From July 1, 1995 through January 1, 1997, the Partnership paid Smith Barney a monthly brokerage fee equal to .667% of month end net assets (8% per year). The Partnership previously paid SB a monthly brokerage fee equal to .833% of month end net assets (10% per year) prior to July 1, 1995. The Partnership pays for all clearing fees but not floor brokerage. All of the Partnership's cash is deposited in the Partnership's account at SB. The Partnership's cash is deposited by SB in segregated bank accounts as required by Commodity Futures Trading Commission regulations. At December 31, 1997 and 1996, the amount of cash held for margin requirements was $747,392 and $523,907, respectively. SB has agreed to pay the Partnership interest on 70% of the average daily equity in its accounts 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.
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, 1997 and 1996 was $306,078 and $109,713, respectively, and the average fair value during the years then ended, based on monthly calculation, was $331,109 and $547,563, respectively.
5. Distributions and Redemptions:
Distributions of profits, if any, will be made at the sole discretion of the General Partner; however, each limited partner may redeem some or all of his Units at the net asset value thereof as of the last day of any calendar quarter on 15 days' notice to the General Partner, provided that no redemption may result in the limited partner holding fewer than three Units after such redemption is effected.
6. Net Asset Value Per Unit:
Changes in the net asset value per Unit during the years ended December 31, 1997, 1996, and 1995 were as follows:
1997 1996 1995 Net realized and unrealized gains $ 382.44 $ 520.78 $ 442.66 Interest income 86.74 69.77 72.01 Expenses (157.90) (167.47) (98.47) --------- --------- --------- Increase for year 311.28 423.08 416.20 Net asset value per Unit, beginning of year 2,384.45 1,961.37 1,545.17 --------- --------- --------- Net asset value per Unit, end of year $2,695.73 $2,384.45 $1,961.37 --------- --------- ---------
7. 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.
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.
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, 1997, the notional or contractual amounts of the Partnership's commitment to purchase and sell these instruments was $27,377,209 and $42,685,981, respectively. All of these instruments mature within one year of December 31, 1997. However, due
to the nature of the Partnership's business, these instruments may not be held to maturity. At December 31, 1997, the fair value of the Partnership's derivatives, including options thereon, was $306,078, as detailed below.
December 31, 1997 ------------------------------------- Notional or Contractual Amount of Commitments To Purchase To Sell Fair Value Currencies - -OTC Contracts $ 6,940,963 $13,511,341 $ (27,629) Interest Rate Non-U.S 13,830,230 26,125,122 16,152 Interest Rate U.S. 5,864,656 -- 46,500 Metals 741,360 2,480,550 224,630 Indices - 568,968 46,425 ----------- ----------- ----------- Totals $27,377,209 $42,685,981 $ 306,078 ----------- ----------- -----------
At December 31, 1996, the notional or contractual amounts of the Partnership's commitment to purchase and sell these instruments was $31,027,760 and $19,166,823, respectively, and the fair value of the Partnership's derivatives, including options thereon, was $109,713 as detailed below.
December 31, 1996 ------------------------------------- Notional or Contractual Amount of Commitments To Purchase To Sell Fair Value Currencies -OTC Contracts $ 8,474,920 $ 6,350,389 $ 38,097 Interest Rate U.S. 1,251,469 - (12,595) Interest Rate Non-U.S 21,301,371 8,623,530 (11,939) Metals - 3,586,870 74,070 Indices - 606,034 22,080 ----------- ----------- ----------- Totals $31,027,760 $19,166,823 $ 109,713 ----------- ----------- -----------
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 John W. Henry & Company, Inc. (The "Advisor"). Effective January 1, 1997, Sunrise Capital Management was terminated as an advisor to the Partnership.
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." For the year ended December 31, 1997, SB earned $373,144 in brokerage commissions and clearing fees. Management fees paid or payable to the General Partner were $241,865 and the General Partner also earned $101,180 in incentive fees in 1997. The Advisor was compensated for management and incentive fees from the General Partner's own funds.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management. (a). Security ownership of certain beneficial owners. The Partnership knows of no person who beneficially owns more than 5% of the Units outstanding. (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 34 Units of Limited Partnership Interest (1.5%) as of December 31, 1997. (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 31,1997 and 1996. Statement of Income and Expenses for the years ended December 31, 1997, 1996 and 1995. Statement of Partners' Capital for the years end December 31, 1997, 1996 and 1995.
(2) Financial Statement Schedules: Financial Data Schedule for the year ended December 31, 1997. (3) Exhibits: 3.1 - Limited Partnership Agreement dated as of February 10, 1987 and amended as of April 6, 1987 (filed as Exhibit 3.1 to the Registration Statement No. 33-12241 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 the State of Delaware on February 10, 1987 (filed as Exhibit 3.2 to the Registration Statement No. 33-12241 and incorporated herein by reference). 10.1 - Customer Agreement between Shearson Lehman Select Advisors Futures Fund L.P. and Smith Barney Shearson Inc. (previously filed). 10.1(a)- Amendment to Customer Agreement dated as of September 30, 1988 (previously filed). 10.4(a)- Management Agreement between Hayden Commodities Corp. and Dunn Commodities, Inc. (previously filed). 10.4(b) - Management Agreement between Hayden Commodities Corp. and Investment Timing Services previously filed).
10.4(c)- Management Agreement between Hayden Commodities Corp. and Cresta Commodity Management Inc. (previously filed). 10.4(d) - Management Agreement between Hayden Commodities Corp. and Computerized Advisory (previously filed). 10.6(e) - Management Agreement between Hayden Commodities Corp. and Donald J. Guy (previously filed). 10.4(f) - Management Agreement between Hayden Commodities Corp. and I.C.S.C., Inc. (previously filed). 10.4(g) - Management Agreement between Hayden Commodities Corp. and Orion Inc. (previously filed). 10.4(h) - Management Agreement between Hayden Commodities Corp. and Bacon Investment Corporation (previously filed). 10.4(I) - Management Agreement between Hayden Commodities Corp. and PRAGMA, Inc. (previously filed). 10.4(j) - Management Agreement between Hayden Commodities Corp. and Mint Investment Management Company (previously filed). 10.4(k) - Management Agreement between Hayden Commodities Corp. and John W. Henry & Company (previously filed). 10.4(l) - Management Agreement between Hayden Commodities Corp. and Charles M. Wilson & Company (previously filed).
10.4(m)- Management Agreement between Hayden Commodities Corp. and Sunrise Commodities Inc. (previously filed). 10.5 - Letter extending Management Agreement with Sunrise Commodities Inc. dated as of June 30, 1989 (previously filed). 10.6 - Letter extending Management Agreement with Charles M. Wilson & Company dated as of June 30, 1989 (previously filed). 10.7 - Letter extending Management Agreement with PRAGMA, Inc. dated June 30, 1989 (previously filed). 10.8 - Letter extending Management Agreement with John W. Henry & Co., Inc. dated as of June 30, 1989 (previously filed). 10.9 - Letter extending Management Agreement with Bacon Investment Corporation dated June 30, 1989 (previously filed). 10.10 - Assignment by Bacon Investment Corporation to Zack Hampton Bacon, III dated as of September 15, 1989 (previously filed). 10.11 - Letter extending Management Agreement with Sunrise Commodities Inc. dated June 26, 1990 (filed as Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference).
10.12 - Letter extending Management Agreement with PRAGMA, Inc. dated June 26, 1990 (filed as Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.13 - Letter extending Management Agreement with John W. Henry & Co., Inc. dated June 26, 1990 (filed as Exhibit 10.13 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.14 - Letter extending Management Agreement with Zack Hampton Bacon, III dated June 25, 1990 (filed as Exhibit 10.14 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.15 - Letter extending Management Agreement with Sunrise Commodities, Inc. dated July 16, 1991 (filed as Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.16 - Letter extending Management Agreement with PRAGMA, Inc. dated July 16, 1991 (filed as Exhibit 10.16 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.17 - Letter extending Management Agreement with John W. Henry & Co., Inc. dated July 16, 1991 (filed
as Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.18 - Letter extending Management Agreement with Zack Hampton Bacon, III dated July 16, 1991 and (filed as Exhibit 10.18 to Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 10.19 - Letter extending Management Agreement with Sunrise Commodities Inc. dated June 30, 1992 (filed as Exhibit 10.19 to Form 10-K for the fiscal year ended December 31, 1992). 10.20 - Letter extending Management Agreement with PRAGMA, Inc. dated June 30, 1992 ( filed as Exhibit 10.20 to Form 10-K for the fiscal year ended December 31, 1992). 10.21 - Letter extending Management Agreement with John W. Henry & Co., Inc. dated June 30, 1992 (filed as Exhibit 10.21 to Form 10-K for the fiscal year ended December 31, 1992). 10.22 - Letter extending Management Agreement with Zack Hampton Bacon, III dated June 30, 1992 (filed as Exhibit 10.22 to Form 10-K for the fiscal year ended December 31, 1992). 10.23 - Letter terminating Management Agreement with Zack Hampton Bacon, III dated March 31, 1993 (filed as Exhibit 10.23 to Form 10-K for the
fiscal year ended December 31, 1993). 10.24 - Letter terminating Management Agreement with PRAGMA, Inc. dated July 29, 1994 (filed as Exhibit 10.24 to Form 10-K for the fiscal year ended December 31, 1994). 10.25 - Management Agreement dated September 1, 1994 the Partnership, the General Partner and Gill Capital Management (filed as Exhibit 10.25 to Form 10-K for the fiscal year ended December 31, 1994). 10.26 - Letters extending Management Agreements with John W. Henry & Co., Sunrise Capital Management, Inc. and Gill Capital Management dated February 16, 1995 (filed as Exhibit 10.26 to Form 10-K for the fiscal year ended December 31, 1994). 10.27 - Letter terminating Management Agreement with Gill Capital Management dated June 27, 1995 (filed as Exhibit 10.27 to Form 10-K for the fiscal year ended December 31, 1995). 10.28 - Letter terminating Management Agreement with Sunrise Capital Management dated December 23, 1996 (filed herein). 10.29 - Letters extending Management Agreement with John W. Henry & Company, Inc. (file herein).
(b) Reports on 8-K: None Filed.
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 1998.
SHEARSON SELECT ADVISORS FUTURES FUND
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/ Daniel R. McAuliffe, Jr. /s/ Steve J. Keltz Daniel R. McAuliffe, Jr. Steve J. Keltz Director Secretary and Director
/s/ Shelley Ullman Shelley Ullman Director