<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
              [X] Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                                 [Fee Required]

                   For the Fiscal Year Ended:  July 31, 1996

            [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                               [No Fee Required]


                       Commission File Number:  33-64298

                   NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Illinois                                                 36-3895720
-------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                       c/o Heinold Asset Management, Inc.
                            440 South LaSalle Street
                                   20th Floor
                            Chicago, Illinois 60605
                   -----------------------------------------
                   (Address of principal executive offices)

Registrant's telephone number, including area code:  (312) 663-7900

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   Limited
Partnership Units

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

             Yes X    No 
                ----     ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

The registrant is a limited partnership and, accordingly, has no voting stock
held by non-affiliates or otherwise.

<PAGE>   2



                                     PART I

Item 1.   Business

     (a)   General development of business

     New Century Currency & Financial Fund L.P. (the "Fund") is a limited
partnership organized June 8, 1993 pursuant to a Limited Partnership Agreement
(the "Limited Partnership Agreement"), under the Illinois Revised Uniform
Limited Partnership Act.  The Fund engages in the speculative trading of
commodity and currency futures, forward contracts and related options.  The
Fund was funded through an offering of units of limited partnership interest
("Units") and commenced operations on November 1, 1993 with an initial
capitalization of $4,769,319.  The offering to the public of 250,000 Units
began on August 13, 1993. The offering, although initially continuous, was
temporarily suspended in March 1994 and the Fund deregistered the outstanding
Units on April 13, 1996. The offering was registered under the Securities Act
of 1933, as amended. Geldermann Securities Inc.acted as selling agent on a best
efforts basis.

     Heinold Asset Management, Inc. (the "General Partner"), a Delaware
corporation, is the general partner of the Fund and performs various
administrative services for the Fund.  Until March 31, 1996, the General
Partner was a wholly owned subsidiary of Geldermann, Inc., an Illinois
corporation ("Geldermann"). On March 31, 1996, the General Partner became a
wholly owned subsidiary of  E.D. & F. Man Inc., a Delaware corporation with
headquarters in New York, New York. The General Partner invested a total of
$54,000 in the Fund at the outset of trading, and purchased additional Units
over the succeeding five months with a total value of $32,847; after reflecting
net trading results and organizational and offering expense reimbursement since
inception of trading through July 31, 1995 of $13,904, this investment totaled
$59,737 as of July 31, 1996.

     Geldermann acted as the commodity broker for the Fund from its inception
of trading until June 1, 1995. On that date, E.D. & F. Man International Inc.
(the "Commodity Broker") replaced Geldermann as the Fund's commodity broker.
Pursuant to the Customer Agreement, the Fund pays the Commodity Broker a
monthly flat-rate commission equal to 0.729 of 1% of the Fund's month-end Net
Assets allocated to trading. The Fund also executes currency trades with Lehman
Brothers, Inc. and E.D. & F. Man Capital Inc., an affiliate of the General
Partner, and pays such entities "bid asked" spreads on its forward trades, as
such spreads are incorporated into the pricing of forward trading.

     Substantially all of the Fund's assets not committed as margin are held in
a securities segregated account at the Commodity Broker. The Fund is credited
at each month-end with interest on such cash balances at the average
three-month Treasury bill rate prevailing during such month. Until June 30,
1995, interest earned on the Fund's assets was retained by the General Partner
in payment of the Fund's obligation to reimburse the General Partner for
organizational and offering costs advanced to the Fund. Such obligation was met
as of June 30, 1995 and the interest is being credited to the Fund.

                                       2



<PAGE>   3



     From November 1, 1993 (inception of trading) through May 31, 1994,
Colorado Commodities Management Corporation ("CCM") acted as the sole commodity
trading advisor for the Fund.  As of June 1994, CCM was instructed to trade for
liquidation only in order to close out the Fund's market positions and the
advisory agreement was terminated as of June 8, 1994.  Effective July 1, 1994,
Hyman Beck & Company, Inc. ("HB&Co.") became the sole trading advisor for the
Fund. From April 1, 1995 through September 30, 1996, Lawless Commodities, Inc.
managed a portion of the Fund's assets. On November 8, 1995, Willowbridge
Associates, Inc. ("Willowbridge") commenced trading for the Fund and on April
1, 1996 Marathon Capital Growth Partners L.L.C. ("MCG") and RXR, Inc. ("RXR")
began managing a portion of the Fund's assets. As of July 31, 1996, HB&Co.,
Willowbridge, MCG and RXR were managing the Fund's assets and are collectively
referred to herein as the "Trading Advisors".

     On April 1, 1996, the Fund, pursuant to an exemption from the Commodity
Futures Trading Commission (the "CFTC"), ceased trading on a stand-alone basis.
Since that date, the Fund has been trading through participation in a series of
private general partnerships ("Account Partnerships") formed together with
other pools of which the General Partner acts as general partner. Only pools of
which the General Partner acts as general partner are permitted to participate
in these Account Partnerships, and all such pools share pro rata in the profits
and losses of the Account Partnerships based on the capital which each pool
contributes to each such Account Partnership. Because the Account Partnerships
combine the assets of numerous pools, they make it possible for even the
smaller pools to have access to a number of commodity trading advisors without
need of meeting each commodity trading advisors' minimum account size
requirements. Although the General Partner has agreed to various incremental
accounting procedures, the operation of the Account Partnerships should be
effectively transparent to the Unitholders.

     Pursuant to management contracts between each Account Partnership and each
Trading Advisor, the Fund pays each Trading Advisor a profit share equal to 20%
of New Trading Profit, if any, recognized by such Trading Advisor. In addition,
each receives from the brokerage commissions paid by the Fund, a monthly
Management Fee equal to 0.167 of 1% (a 2% annual rate) of the Fund's month-end
Net Assets.

Regulation

     Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and futures trading are subject to regulation by the Commodity
Futures Trading Commission.  The National Futures Association ("NFA"), a
"registered futures association" under the Act, is the only non-exchange
self-regulatory organization for futures industry professionals.  The CFTC has
delegated to NFA responsibility for the registration of "commodity trading
advisors," "commodity pool operators," "futures commission merchants,"
"introducing brokers" and their respective associated persons and "floor
brokers" and "floor traders."  The Act requires commodity pool operators such
as the General Partner, commodity trading advisors, such as the Trading
Advisors, and commodity brokers or futures commission merchants, such as the
Commodity Broker, to be registered and to comply with various reporting and
record keeping requirements.  The General Partner, the

                                       3



<PAGE>   4

Trading Advisors and the Commodity Broker are all members of NFA. The CFTC may
suspend a commodity pool operator's or commodity trading advisor's registration
if it finds that its trading practices tend to disrupt orderly market
conditions or in certain other situations.  In the event that the registration
of the General Partner as a commodity pool operator or the Trading Advisors'
registration as commodity trading advisors were terminated or suspended, the
General Partner and the Trading Advisors, respectively, would be unable to
continue to manage the business of the Fund.  Should the General Partner's
registration be suspended, termination of the Fund might result.

     As members of NFA, the General Partner, the Trading Advisors and the
Commodity Broker are subject to NFA standards relating to fair trade practices,
financial condition and customer protection.  As the self-regulatory body of
the futures industry, NFA promulgates rules governing the conduct of futures
industry professionals and disciplines those professionals which do not comply
with such standards.

     In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net
short position which any person may hold or control in particular commodities.
The CFTC has adopted a rule requiring all domestic commodity exchanges to
submit for approval speculative position limits for all futures contracts
traded on such exchanges.  Most exchanges also limit the changes in futures
contract prices that may occur during a single trading day.  The Fund also,
however, trades currency forward contracts which are not subject to regulation
by any United States Government agency.

     (b)   Financial information about industry segments

     The Fund's business constitutes only one segment, speculative trading of
commodity and currency futures, forward contracts and related options.  The
Fund does not engage in sales of goods and services.  The Fund's operating
results and total assets for the fiscal years ended July 31, 1996, July 31,
1995 and the nine month period ended July 31, 1994 are set forth under "Item 6.
Selected Financial Data."

     (c)   Narrative description of business

     (1)  See Items 1(a) and 1(b) above.

             (i)   through (xii) - not applicable.

             (xiii)   the Fund has no employees.

                                       4



<PAGE>   5



     (d)   Financial information about foreign and
           domestic operations and export sales
        
     The Fund does not engage in material operations in foreign countries
(although it does trade in foreign currency forward contracts and futures
contracts traded on non-U.S. exchanges), nor is a material portion of its
revenues derived from foreign customers.  The Fund does not engage in sales of
goods or services.  See Item 1(b).

Item 2.   Properties

     The Fund does not own or use any physical properties in the conduct of its
business. Under the terms of the Limited Partnership Agreement, the General
Partner performs the following services for the Fund:

     (1)  Manages the business of the Fund. Pursuant to this authority, the
          General Partner has entered into advisory agreements with the Trading
          Advisors (under which the Trading Advisors have complete discretion
          with respect to determination of the Fund's trading decisions) and a
          Customer Agreement with the Commodity Broker (pursuant to which the
          Commodity Broker executes all trades on behalf of the Fund based on
          the instructions of the Trading Advisors).

     (2)  Maintains the Fund's books and records which Unitholders or their duly
          authorized representatives may inspect during normal business hours
          for any proper purpose upon reasonable written notice to the General
          Partner.

     (3)  Furnishes each Unitholder with a monthly statement describing the
          performance of the Fund which sets forth the brokerage commissions and
          other expenses incurred or accrued and any profit share allocable to
          the Trading Advisors by the Fund for the month.

     (4)  Forwards annual audited financial statements (including a statement of
          financial condition and statement of operations) to each Unitholder.

     (5)  Provides to each Unitholder tax information necessary for the
          preparation of his annual federal income tax return and such other
          information as the CFTC may by regulation require.

     (6)  Performs secretarial and other clerical duties and furnishes office
          space, equipment and supplies as may be necessary for supervising the
          affairs of the Fund.

     (7)  Administers the redemption of Units.

                                       5



<PAGE>   6




Item 3.   Legal Proceedings

     The General Partner is not aware of any pending legal proceedings to which
the Fund is a party or to which any of their assets are subject.  In addition,
there are no pending material legal proceedings involving the General Partner
or the Commodity Broker.

Item 4.   Submission of Matters to a Vote of Security Holders

     None.


                                    PART II

Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters

     (a)   Market Information.   There is no trading market for the Units, and
none is likely to develop.  The Units are transferable only after written
notice has been given to and approved by the General Partner.  Units may be
redeemed upon 10 days' written notice at their net asset value as of the last
day of any calendar month.  In the event that all Units for which redemption is
requested cannot be redeemed as of any redemption date, Units will be redeemed
in the order that requests for redemption have been received by the General
Partner.  Units may not be redeemed until the end of the sixth full month after
they are sold.  Redemptions made at the end of the sixth month from the date
such Units were purchased are subject to redemption charges of 4% payable to
the General Partner.  Units redeemed after the sixth month from purchase but on
or prior to the end of the twelfth, after the twelfth but on or prior to the
end of the eighteenth and after the eighteenth but on or prior to the end of
the twenty-fourth full month after they were sold will pay a 3%, 2% and 1%
redemption charge, respectively, to the General Partner. The General Partner
waived the redemption charge for the month ending May 31, 1994. As of December
31, 1995 (the last month that redemption charges applied), redemption charges
totaling $33,592.62 were received by the General Partner.

     (b)   Holders.   As of July 31, 1996, there were 231 holders of Units.

     (c)   Dividends.   No distributions or dividends have been made on the
Units, and the General Partner has no present intention to make any.

Item 6.   Selected Financial Data

     The following is a summary of operations and total assets of the Fund on a
consolidated basis for the fiscal years ended July 31, 1996, July 31, 1995 and
the period ended July 31, 1994.



                                       6



<PAGE>   7

<TABLE>
<CAPTION>

                                    For the Fiscal Year  For the Fiscal Year  For the Period Ended
                                    Ended July 31, 1996  Ended July 31, 1995  July 31, 1994
                                    -------------------  -------------------  --------------------

       <S>                              <C>                  <C>                   <C>            
       Revenue:                                                                                   
       Net realized and unrealized                                                                
       trading gain/loss               $ (382,751)           $  939,638            $ (1,631,962)  
       Interest income                 $  134,446            $  161,135            $    154,719   
                                        ---------            ----------            ------------   
                                                                                                  
       Total gain/(loss)               $ (248,305)           $1,100,773            $ (1,477,243)  
                                        ---------            ----------            ------------   
                                                                                                  
       Expenses:                                                                                  
       Brokerage commissions           $  245,766            $  336,297            $    241,677   
       Incentive fees                  $   30,163            $  135,904            $          0   
       Administrative expenses         $   20,796            $   13,400            $     51,806   
                                        ---------            ----------            ------------   
                                                                                                  
       Total expenses                  $  296,725            $  485,601            $    293,483   
                                        ---------            ----------            ------------   
                                                                                                  
       Net income/(loss)               $ (545,030)           $  615,172            $ (1,770,726)  
                                        =========            ==========            ============   
                                                                                                  
       Total assets                    $2,046,901            $3,750,656            $  4,623,743   
                                        =========            ==========            ============   
       Net income/(loss) allocated                                                                
        to General Partner             $  (13,206)           $   10,956            $    (20,448)  
                                        =========            ==========            ============   
       Net income/(loss) allocated                                                                
        to Limited Partners            $ (531,824)           $  604,216            $ (1,750,278)  
                                        =========            ==========            ============   
                                                                                                  
       Net asset value per Unit        $    66.67            $    81.44            $      68.81   
                                        =========            ==========            ============   
       Average increase/(decrease)                                                                
        in net asset value per Unit    $   (14.77)           $    12.63            $     (28.16)  
                                        =========            ==========            ============   
</TABLE>




Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

                 Reference is made to "Item 6.  Selected Financial Data" and
"Item 8. Financial Statements and Supplementary Data."  The information
contained therein is essential to, and should be read in conjunction with, the
following analysis.

                                       7



<PAGE>   8




     Capital Resources

        The Fund does not intend to raise any additional capital through
borrowing.  Although the sale of Units was initially open-ended, the Fund
deregistered its outstanding Units and is now a closed-end Fund. As such, the
Fund cannot sell any more Units unless it undertakes a new public offering,
which would require another registration with the Securities and Exchange
Commission.  Due to the nature of the Fund's business, it will make no
significant capital expenditures, and substantially all its assets are and will
be represented, directly or indirectly, through its investments in futures,
forward contracts and related options.

     Liquidity

        Most if not all of the Fund's assets are held in the form of cash, held
in securities segregated accounts by the Commodity Broker.

        Many United States commodity exchanges limit fluctuations in futures
contract prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits."  During a single trading day, no trades
may be executed at prices beyond the daily limit.  Once the price of a futures
contract has reached the daily limit for that day, positions in that contract
can neither be taken nor liquidated.  Futures prices have occasionally moved
the daily limit for several consecutive days with little or no trading. Similar
occurrences could prevent the Fund from promptly liquidating unfavorable
positions and subject the Fund to substantial losses which could exceed the
margin initially committed to such trades.  Furthermore, even if futures prices
have not moved the daily limit, the Fund may not be able to execute futures
trades at favorable prices if little trading in such contracts is taking place. 
In addition, the Fund will hold positions in currency forward contracts. 
Forward contracts are not traded on a commodity exchange. Generally, forward
contracts can be offset at the discretion of the trading advisor.  However, if
the market is not liquid, it could prevent the timely closeout of an
unfavorable position until the delivery date, regardless of the changes in
their value or the trading advisor's investment strategies. Other than these
limitations on liquidity, which are inherent in the Fund's currency and futures
trading operations, the Fund's assets are highly liquid and are expected to
remain so.


     Results of Operations

        Operating results show a loss for the fiscal year ended July 31, 1996,
a profit for the fiscal year ended July 31, 1995 and a loss for the period from
November 1, 1993 (commencement of trading) through July 31, 1994.  Total Fund
capital as of July 31, 1996 and July 31, 1995, equaled $2,004,861 and
$3,685,706, respectively.  The net asset value per Unit as of July 31, 1996 and
July 31, 1995 was $66.67 and $81.44, respectively.


                                       8



<PAGE>   9


             During the fiscal year ended July 31, 1996, the Fund experienced
profitable trading in long U.S. and foreign financial positions. This occurred
due to a decline in the U.S. interest rate. However, the Fund's profitable
trading was more than offset by the Fund's unprofitable short positions in
foreign currency positions. The Fund experienced additional losses in the
financial and metals markets. As of October 31, 1995, January 31, 1996, April
30, 1996 and July 31, 1996, the Net Asset Value per Unit was $74.11, $80.08,
$77.47 and $66.67, respectively.

             During the fiscal year ended July 31, 1995, the Fund's profitable
trading in the softs markets, particularly in sugar and cotton, and financial
markets more than offset its unprofitable trading in the agricultural,
currencies and metals markets. As of October 31, 1994, January 31, 1995, April
30, 1995 and July 31, 1995 the Net Asset Value per Unit was $68.30, $64.19,
$80.32 and $81.44, respectively.

             The first seven months of the Fund's trading, from November 1, 1993
through May 31, 1994, were characterized by extremely "choppy" currency and
interest-rate markets.  CCM's highly systematic, trend-following approach
suffered losses due to the lack of discernible trends during this period.  The
General Partner attempted to mitigate these losses by reducing the percentage of
the Fund's assets allocated to trading.  The General Partner made such reduction
by holding the proceeds of all Unit sales other than the initial sale as of
October 31, 1993 in the Fund's bank account earning interest.

             In view of CCM's performance, in June 1994 the General Partner
instructed CCM to trade for liquidation only in order to close out the Fund's
market positions in preparation for HB&Co. becoming the sole trading advisor of
the Fund as of July 1, 1994. During July 1994, HB&Co. suffered losses on behalf
of the Fund in its trading in the sugar, cotton and platinum markets.

             The Fund's losses for the period ended July 31, 1994 resulted
primarily from the Fund's currency trading.  The trend-following approaches
utilized by the Fund's trading advisors sustained significant losses due to the
trendless, "choppy" markets with predominated during the period.

             Inflation is not a significant factor in the Fund's profitability,
except to the extent the inflation may affect forward contract prices and
interest credited by the Commodity Broker.

Item 8.   Financial Statements and Supplementary Data

             Financial statements required by this item are listed on page F-1
of this report.

             The supplementary financial information specified by Item 302 of
Regulation S-K is not applicable.

                                       9



<PAGE>   10



Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure

             The Fund filed a Form 8-K on December 3, 1993, indicating a change
in accountants for the period ended July 31, 1994. Such Form 8-K is herein
incorporated by reference.


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

             The Fund has no directors or executive officers.  The Fund is
controlled      and managed by the General Partner. There are no "significant
employees" of the Fund. Trading decisions for the Fund are made by the Trading
Advisors.

             The General Partner is a commodity pool operator registered with
the National Futures Association.  The Trading Advisors and their respective
principals have been trading commodities accounts for investors pursuant to
their respective trading methods for several years.

Item 11.  Executive Compensation

             The Fund has no directors or officers.  None of the directors or
officers of the General Partner receive "other compensation" from the Fund. The
General Partner was reimbursed for organizational and offering expenses advanced
on behalf of the Fund.  E.D. & F. Man International Inc. acts as the Fund's
commodity broker pursuant to the customer agreement.  See Item 1(a).

             The General Partner participates in any appreciation in the net
assets of the Fund in proportion to its investment.

Item 12.   Security Ownership of Certain Beneficial Owners
           and Management

     (a)   Security ownership of certain beneficial owners

             The Fund knows of no person who owns beneficially more than 5% of
the Units.  All of the Fund's general partnership interest is held by the
General Partner.

     (b)   Security ownership of management

             Under the terms of the Limited Partnership Agreement, the Fund's
affairs are managed by the General Partner and the Trading Advisors have
discretionary authority over the Fund's commodity and currency futures, forward
contracts and related options trading.  The General

                                       10



<PAGE>   11

Partner's general partnership interest (896 Units) was valued at $59,737 as of
July 31, 1996, 2.98% of the Fund's total equity.

     (c)   Changes in control

     None.

Item 13.   Certain Relationships and Related Transactions

             See "Item 11.  Executive Compensation" and "Item 12.  Security
Ownership of Certain Beneficial Owners and Management."


                                    PART IV

Item 14.   Exhibits, Financial Statement Schedules and
           Reports on Form 8-K

     (a)(1)   Financial Statements

     See Index to Financial Statements, infra.


     (a)(2)   Financial Statement Schedules

     All Schedules are omitted for the reason that they are not required, are
not applicable or because equivalent information has been included in the
financial statements or the notes thereto.

     (a)(3)   Exhibits as required by Item 601 of Regulation S-K


<TABLE>
<CAPTION>
Designation  Description
-----------  -----------
<S>          <C>                                       
 3.01        Limited Partnership Agreement of the Fund (included as Exhibit A to the  Prospectus).
             Prospectus).

 3.02        Certificate of Limited Partnership of the Fund.
</TABLE>


     The above exhibits are incorporated herein by reference from the
Registration Statement (File No. 33-64298) filed on June 14, 1993 on Form S-1
under the Securities Act of 1933.

                                       11



<PAGE>   12





          1.01  Form of Selling Agreement among the Fund, Geldermann Securities,
                Inc., Geldermann, the General Partner and Colorado
                Commodities Management Corporation.
         
         10.01  Subscription Agreement and Power of Attorney (included as 
                Exhibit D to the Prospectus).
         
         10.02  Form of Advisory Agreement among the Fund, the General Partner
                and Colorado Commodities Management Corporation.
         
         10.03  Form of Customer Agreement between the Fund and Geldermann.
         
         10.04  Escrow Agreement among the Fund, the General Partner, Geldermann
                Securities, Inc. and the Escrow Agreement.

     The above exhibits are incorporated herein by reference from Amendment No.
1 to the Registration Statement (File No. 33-64298) filed on July 29, 1993 on
Form S-1 under the Securities Act of 1933.


          1.01  Form of Amended and Restated Selling Agreement among the
                Fund, the (amended) General Partner, Geldermann, Hyman
                Beck & Co., Inc. and Geldermann Securities, Inc.

         10.02  Form of Advisory Agreement among the Fund, the General Partner,
                (amended) Geldermann and Hyman Beck & Co., Inc.

     The above exhibits are incorporated herein by reference from Amendment No.
3 to the Registration Statement (File No. 33-64298) filed on June 3, 1994 on
Form S-1 under the Securities Act of 1933.

                                       12



<PAGE>   13



     (10) Material Contracts

          a.  Advisory Agreement among the Fund, the General Partner, Geldermann
and LCI.

     The above exhibit is incorporated herein by reference from the Fund's
report on Form 10-K filed on October 27, 1995.


          b.  Form of General Partnership Agreement among various commodity
pools of which Heinold Asset Management, Inc. acts as sole general partner.

          c.  Form of Management Contract among each Account Partnership and
each Trading Advisor.

     The above exhibits are filed herewith.

     (27) Financial Data Schedule

(b) Reports on Form 8-K

No report on Form 8-K was filed for the Fund during the quarter ended July
31, 1996.

                                       13



<PAGE>   14

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago and State of Illinois on the 28th day of October, 1996.

                                     NEW CENTURY CURRENCY & FINANCIAL FUND L.P.

                                     By:  Heinold Asset Management, Inc.,
                                             General Partner

                                     By /s/ Daniel E. Ragen
                                        --------------------------
                                            Daniel E. Ragen
                                            President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the General
Partner of the Registrant in the capacities and on the date indicated.




                          Title with
     Signature            General Partner                 Date
     -------------------  ------------------------------  ----------------

     /s/ James R. Curley  Chief Executive Officer         October 28, 1996
     -------------------  and Director
         James R. Curley    

     /s/ Lee E. Meyer     Chief Financial Officer         October 28, 1996
     -------------------  (principal accounting officer)
       Lee E. Meyer       

     /s/ Ned W. Bennett   Director                        October 28, 1996
     -------------------
       Ned W. Bennett

     /s/ Thomas M. Harte  Director                        October 28, 1996
     -------------------
       Thomas M. Harte

     /s/ Ira Polk         Director                        October 28, 1996
     -------------------
       Ira Polk

     /s/ Daniel E. Ragen  President (principal            October 28, 1996
     -------------------  executive officer)
       Daniel E. Ragen    and Director
                          


     (Being the principal executive officer, the principal financial officer,
the principal accounting officer, and a majority of the directors of Heinold
Asset Management, Inc.)

Heinold Asset Management, Inc.     General Partner of         October 28, 1996 
                                   Registrant
By:/s/ Daniel E. Ragen
   -------------------
       Daniel E. Ragen
        President




                                     15

<PAGE>   15

                                NEW CENTURY CURRENCY &
                                FINANCIAL FUND L.P.
                                (AN ILLINOIS LIMITED 
                                PARTNERSHIP)
                                Financial Statements for the
                                Periods Ended July 31, 1996 and 1995 and for the
                                Period November 1, 1993
                                (Commencement of Trading)
                                Through July 31, 1994 and
                                Independent Auditors' Report
                              

<PAGE>   16


NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
(AN ILLINOIS LIMITED PARTNERSHIP)

TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     PAGE
<S>                                                                                  <C>          
INDEPENDENT AUDITORS' REPORT                                                          F-1       
FINANCIAL STATEMENTS:                                                                              
 Statements of Financial Condition as of July 31, 1996 and 1995                       F-2          
 Statements of Operations for the Years Ended July 31, 1996 and 1995 and                           
   for the period November 1, 1993 (Commencement of Trading) through                               
   July 31, 1994                                                                      F-3          
 Statements of Partners' Capital for the Years Ended July 31, 1996 and 1995 and                    
   for the period November 1, 1993 (Commencement of Trading) through                               
   July 31, 1994                                                                      F-4          
 Statements of Cash Flows for the Years Ended July 31, 1996 and 1995 and                           
   for the period November 1, 1993 (Commencement of Trading) through                               
   July 31, 1994                                                                      F-5          
 Notes to Financial Statements                                                        F-6 - F-9    
</TABLE>




<PAGE>   17


INDEPENDENT AUDITORS' REPORT

To the General Partner and
Limited Partners of
New Century Currency & Financial Fund L.P.:

We have audited the accompanying statements of financial condition of New
Century Currency & Financial Fund L.P. (an Illinois Limited Partnership) (the
"Partnership") as of July 31, 1996 and 1995 and the related statements of
operations, partners' capital, and cash flows for the years then ended and for
the period November 1, 1993 (commencement of trading) through July 31, 1994.
These financial statements are the responsibility of the Partnership's 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 management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of New Century Currency & Financial Fund L.P.
as of July 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended and for the period November 1, 1993
(commencement of trading) through July 31, 1994, in conformity with generally
accepted accounting principles.


/s/ DELOITTE & TOUCHE LLP

September 6, 1996




<PAGE>   18
NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
(AN ILLINOIS LIMITED PARTNERSHIP)

STATEMENTS OF FINANCIAL CONDITION
JULY 31, 1996 AND 1995
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS                                                      1996           1995
<S>                                                    <C>              <C>   
EQUITY IN FUTURES AND FORWARD
  TRADING ACCOUNTS:
  Net unrealized appreciation on 
    open futures and forward contracts                  $   80,010      $   68,352
  Amount due from E.D.&F. Man International              1,966,891       3,682,304
                                                        ----------      ----------

TOTAL ASSETS                                            $2,046,901      $3,750,656
                                                        ==========      ==========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
  Accrued brokerage commissions payable to 
    E.D.& F. Man International                          $   14,896      $   27,272
  Redemptions payable                                       23,032          31,684
  Other accrued expenses                                     4,112           5,994
                                                        ----------      ----------

       Total liabilities                                    42,040          64,950

PARTNERS' CAPITAL
  Limited Partners (units outstanding:  1996 -
   29,175; 1995 - 44,360)                                1,945,124       3,612,763
  General Partner (units outstanding:  1996 and 
    1995 - 896)                                             59,737          72,943
                                                        ----------      ----------

       Total partners' capital                           2,004,861       3,685,706 
                                                        ----------      ----------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                 $2,046,901      $3,750,656 
                                                        ==========      ==========

NET ASSET VALUE PER OUTSTANDING UNIT OF
  PARTNERSHIP INTEREST                                  $    66.67      $    81.44
                                                        ==========      ==========

</TABLE>

See notes to financial statements.                        


                                      F-2
<PAGE>   19


NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
(AN ILLINOIS LIMITED PARTNERSHIP)


STATEMENTS OF OPERATIONS
YEARS ENDED JULY 31, 1996 AND 1995 AND FOR THE PERIOD
NOVEMBER 1, 1993 (COMMENCEMENT OF TRADING) THROUGH JULY 31, 1994
--------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                1996               1995             1994                           

<S>                                                        <C>                <C>              <C>        
REVENUES:
 Net realized trading gains (losses) on closed
  futures and forward contracts                              $(375,454)        $  823,109       $(1,583,786)
 Increase (decrease) in net unrealized appreciation
  (depreciation) on open futures and forward contracts          (7,297)           116,529           (48,176)
 Interest income                                               134,446            161,135           154,719      
                                                             ---------         ----------       -----------           

        Total revenues                                        (248,305)         1,100,773        (1,477,243)

EXPENSES:
 Brokerage commissions                                         245,766            336,297           241,677
 Other administrative expenses                                  20,796             13,400            51,806
 Incentive fees                                                 30,163            135,904              -
                                                             ---------         ----------       -----------

        Total expenses                                         296,725            485,601           293,483 
                                                             ---------          ---------       -----------

NET INCOME (LOSS)                                            $(545,030)         $ 615,172       $(1,770,726)
                                                             =========          =========       ===========           


NET INCOME (LOSS) ALLOCATED TO:
 General Partner                                             $ (13,206)         $  10,956       $   (20,448)

 Limited Partners                                             (531,824)           604,216        (1,750,278)
                                                             ---------          ---------       -----------

NET INCOME (LOSS)                                            $(545,030)         $ 615,172       $(1,770,726)
                                                             =========          =========       ===========

AVERAGE INCREASE (DECREASE) IN
 NET ASSET VALUE FOR A UNIT 
 OUTSTANDING THROUGHOUT 1996 AND
 1995, RESPECTIVELY                                          $  (14.77)         $   12.63       $    (28.16)
                                                             =========          =========       ===========
</TABLE>



See notes to financial statements.







                                      F-3
   
<PAGE>   20
[NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
(AN ILLINOIS LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED JULY 31, 1996 AND 1995 AND FOR THE PERIOD
NOVEMBER 1, 1993 (COMMENCEMENT OF TRADING) THROUGH JULY 31, 1994
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       TOTAL
                                                  LIMITED            GENERAL          PARTNERS'
                                                 PARTNERS            PARTNER          CAPITAL
<S>                                           <C>                <C>           <C>
BALANCE, NOVEMBER 1, 1993
 (Commencement of trading)                    $     1,000            $  1,000    $     2,000

 Additions of 896 General Partner units and
  77,432 Limited Partner units                  7,507,294              85,847      7,593,141
 Organizational and offering costs               (328,596)             (4,772)      (333,368)
 Redemption of 15,767 units of limited
  partnership interest                         (1,186,430)               -        (1,186,430)
 Net loss                                      (1,750,278)            (20,448)    (1,770,726)
                                              -----------            --------    -----------
BALANCE JULY 31, 1994                           4,242,990              61,627      4,304,617

 Adjustment to organizational and offering     
  costs                                            24,793                 360         25,153
 Redemption of 17,305 units of limited
  partnership interest                         (1,259,236)               -        (1,259,236)
 Net income                                       604,216              10,956        615,172
                                              -----------            --------    -----------


BALANCE, JULY 31, 1995                          3,612,763              72,943      3,685,706


 Redemption of 15,185 units of limited
  partnership interest                         (1,135,815)               -        (1,135,815)
 Net loss                                        (531,824)            (13,206)      (545,030)
                                              -----------            --------    -----------

BALANCE, JULY 31, 1996                        $ 1,945,124            $ 59,737    $ 2,004,861
                                              ===========            ========    ===========


</TABLE>


See notes to financial statements.
<PAGE>   21
NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
(AN ILLINOIS LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS
YEARS ENDED JULY 31, 1996 AND 1995 AND FOR THE PERIOD 
NOVEMBER 1, 1993 (COMMENCEMENT OF TRADING) THROUGH JULY 31, 1994
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         1996             1995            1994
<S>                                                 <C>               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                 $  (545,030)       $  615,172      $ (1,770,726)
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
    Decrease (increase) in equity in futures and 
      forward trading account                         1,703,755           873,087        (4,623,743)
    (Decrease) increase in accrued expenses             (14,258)          (21,219)           54,485
    Repayment of organizational and offering costs            -          (153,496)         (154,719)
                                                    -----------        ----------      ------------

        Net cash flows from operating activities      1,144,467         1,313,544        (6,494,703)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the issuance of General Partner
    units and Limited Partner units                           -                 -         7,595,141
  Payments to redeem limited partnership units       (1,144,467)       (1,313,544)       (1,100,438)
                                                    -----------        ----------      ------------

        Net cash flows from financing activities     (1,144,467)       (1,313,544)        6,494,703
                                                    -----------        ----------      ------------

NET CHANGE IN CASH                                            -                 -                 -

CASH-Beginning of period                                      -                 -                 -
                                                    -----------        ----------      ------------

CASH-End of period                                  $         -        $        -      $          -
                                                    ===========        ==========      ============

</TABLE>

See notes to financial statements.

                                      F-5
<PAGE>   22


NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
(AN ILLINOIS LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JULY 31, 1996 AND 1995 AND FOR THE PERIOD
NOVEMBER 1, 1993 (COMMENCEMENT OF TRADING) THROUGH JULY 31, 1994

1. ORGANIZATION OF THE PARTNERSHIP

   New Century Currency & Financial Fund L.P., formerly known as New Century
   Partners L.P. (the "Partnership"), was organized under the Illinois Revised
   Uniform Limited Partnership Act (the "Act") for the purpose of engaging in
   speculative trading primarily of futures and forward contracts in the
   currency and Eurodollar markets.  The Partnership was capitalized, on May
   27, 1993, through the contributions of $1,000 by Heinold Asset Management,
   Inc. ("HAMI"), as General Partner to the Partnership (the "General
   Partner"), and $1,000 by The Four Seasons Fund Limited Partnership, which is
   an affiliate of the General Partner, as the Initial Limited Partner (the
   "Initial Limited Partner").  The accompanying financial statements are for
   the period from November 1, 1993 (commencement of trading) through July 31,
   1996.

   Heinold Asset Management, Inc. ("HAMI"), a wholly owned subsidiary of
   Geldermann, Inc. ("Geldermann"), is the General Partner of the Partnership.
   On December 12, 1994, the parent of Geldermann, ConAgra, Inc., sold all of
   the common stock of Geldermann to E. D. & F. Man International ("Man").  As
   a result, Geldermann and HAMI are wholly owned by Man.

   The Partnership has a brokerage contract with Man, previously Geldermann,
   which provides that the Partnership will pay a monthly brokerage fee of .729
   of 1% (8.75% annually) of the partner's month-end net assets plus floor
   brokerage, NFA and clearing fees, and "give-up" charges.  For the years
   ended July 31, 1996 and 1995, the equivalent commission rates were
   approximately $121 and $68 per contract, respectively.

   Organizational and offering costs are reimbursed to the General Partner by
   the Partnership.  This reimbursement occurs through the retention of
   interest which would otherwise be credited to the Partnership's account.
   When the organizational and offering costs have been fully satisfied, Man,
   previously Geldermann, will pay the Partnership interest on 100% of the
   Partnership's average daily net assets at approximately the current U.S.
   Treasury bill rate.  As of the commencement of trading, organizational and
   offering costs were limited to 5% of initial capital invested and totaled
   approximately $379,800.  As part of a special redemption offering,
   approximately $46,400 of organizational and offering costs was forgiven by
   the General Partner.  In fiscal year 1995, approximately $153,000 was repaid
   by the Fund and the balance forgone by the General Partner.

   The Partnership's funds held at Man, previously Geldermann, are in
   segregated accounts as required by the Commodity Futures Trading Commission.
   These funds are used to meet minimum margin requirements for all of the
   Partnership's open positions, as set by the exchange upon which each
   contract is traded.  These requirements are adjusted, as needed, due to
   daily fluctuations in the values of underlying positions.  If necessary,
   certain positions may be liquidated to satisfy resulting changes in margin
   requirements.


                                      F-6


<PAGE>   23


   Responsibility for managing the Partnership is vested solely in the General
   Partner.  However, in accordance with the Limited Partnership Agreement (the
   "Agreement"), HAMI has delegated trading authority to unrelated parties
   (Note 5).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   USE OF ESTIMATES - 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 and disclosure of contingent assets and liabilities at the date
   of the financial statements, and the reported amounts of income and expenses
   during the reporting period.  Actual results could differ from those
   estimates.

   REVENUE RECOGNITION - Futures and forward contracts are recorded on the
   trade date and are reflected in the accompanying Statements of Financial
   Condition at the difference between the original contract amount and the
   market value on the last business day of the reporting period.  The
   difference between the original contract amount and the market value of
   futures and forward contracts is reflected as the change in net unrealized
   appreciation.  Market values of futures contracts are based upon exchange
   settlement prices.  Market values of forward contracts are based upon quoted
   rates provided by major financial institutions.

   OPERATING EXPENSES - The Partnership bears all expenses incurred in
   connection with its activities.  These include brokerage commissions, NFA
   fees, trading advisors' management and incentive fees, and periodic legal,
   auditing, tax return preparation and filing fees.  The General Partner bears
   all other operating expenses.

   INCOME TAXES - No provision for federal income taxes has been made in the
   accompanying financial statements since the net income (loss) of the
   Partnership is not taxable as such but is includable in the income tax
   returns of the individual partners.

3. FAIR VALUE AND OFF-BALANCE RISK

   The Partnership trades both cash and derivative financial instruments.  The
   Company's principal source of revenues by reporting category is as follows:


<TABLE>
<CAPTION>                                                      Change in
                                             Realized          Unrealized
                                              Trading         Appreciation
                                           Gain (Losses)     (Depreciation)         Total
   <S>                                       <C>              <C>                <C>
   Futures contracts                         $(360,716)        $    5,979        $(354,737)
   Forward contracts                           (14,738)           (13,276)         (28,014)
   Option contracts                               -                  -                -
                                             ---------         ----------        ---------

   Total                                     $(375,454)        $   (7,297)       $(382,751)
                                             =========         ==========        =========

</TABLE>

   The Partnership was organized to engage in speculative trading of a
   diversified portfolio of futures and forward contracts and commodity
   options.  SFAS 119, "Disclosure About Derivative Financial Instruments and
   Fair Value of Financial Instruments," defines a derivative as a future,
   forward, swap or option contract, or other financial instruments with
   similar characteristics such as caps, floors and collars.  Generally, these
   financial instruments represent future commitments to exchange interest
   payment streams

                                      F-7


<PAGE>   24


   or currencies or to purchase or to sell other financial instruments at
   specific terms at specified future dates.  Option contracts provide the
   holder with the right, but not the obligation, to purchase or sell a
   financial instrument at a specific price before or on an established date. 
   These financial instruments may have market and/or credit risk in excess of
   amounts recorded in the Statements of Financial Condition.

   MARKET RISK - Derivative financial instruments involve varying degrees of
   off-balance sheet market risk whereby changes in the level or volatility of
   interest rates, foreign currency exchange rates or market values of the
   underlying financial instruments or commodities may result in changes in the
   value of the financial instrument in excess of the amounts currently
   reflected in the Statements of Financial Condition.  The Partnership's
   exposure to market risk is influenced by a number of factors, including the
   relationships among financial instruments with off-balance sheet risk and
   between financial instruments with off-balance sheet risk and the
   Partnership's proprietary commodities, as well as the volatility and
   liquidity in the markets in which the financial instruments are traded.

   FAIR VALUE - The derivative instruments used in the Partnership's trading
   activities are marked to market daily with the resulting unrealized gains or
   losses recorded in the Statements of Financial Condition and the related
   income or loss reflected in revenues derived from these transactions.  The
   fair value of derivative financial instruments held or issued for trading
   purposes as of July 31, 1996 and the average monthly fair value of the
   instruments for the fiscal year ended July 31, 1996 are as follows:

<TABLE>
<CAPTION>
                                             Fair Value at Year-end             Average Fair Value
                                              Assets       Liabilities           Assets     Liabilities
   <S>                                       <C>           <C>                  <C>         <C>
   Futures contracts                         $120,943       $(45,358)           $125,820     $47,609
   Forward contracts                            4,425           -                  8,602      34,614
   Option contracts                              -              -                   -           -

</TABLE>

4. THE LIMITED PARTNERSHIP AGREEMENT

   The Limited Partnership Agreement (the "Agreement") provides for the
   following:

   ALLOCATION OF PROFIT AND LOSS FOR PARTNERSHIP ACCOUNTING PURPOSES - The
   Limited Partners and the General Partner share in the profits and losses of
   the Partnership in proportion to the number of units held by each.  However,
   no Limited Partner is liable for obligations of the Partnership in excess of
   his capital contribution and profits, if any, and such other amounts for
   which he may be liable pursuant to the Act.

   DISTRIBUTIONS - Distributions (other than redemptions of units) are made on
   a prorata basis at the sole discretion of the General Partner in accordance
   with the respective capital accounts of the partners.  The General Partner
   has made no distributions from the Partnership to date.

   REDEMPTIONS - Units may be redeemed, at the option of any Limited Partner,
   as of the close of business on the last day of any month upon written notice
   to the General Partner given on or before the fifteenth day of the month of
   redemption, provided that no units may be redeemed prior to the end of the
   sixth full calendar month after sale.  Units are redeemed at net asset
   value, subject to early redemption charges of 4% at the end of the sixth
   full month, 3% after the end of the sixth month but prior to the end of the
   twelfth month, 2% after the end of the twelfth month but prior to the end of
   the eighteenth month and 1% after the end of the eighteenth month through
   the end of the twenty-fourth month.  Such charges were retained by the
   General Partner.


                                      F-8


<PAGE>   25


   DISSOLUTION - The Partnership will be dissolved on December 31, 2023, or
   upon the occurrence of certain future events, as specified in the Agreement.

5. ADVISORY AGREEMENTS

   At March 31, 1996, the Fund terminated all management contracts and ceased
   trading on a stand-alone basis.  Effective April 1, 1996, the Fund began
   trading through participating in a series of private general partnerships
   ("Account Partnerships") formed together with other Heinold pools.  The Fund
   will share pro rata in profits and losses of such Account Partnerships based
   on the capital that the Fund contributes to each Partnership.

   A separate Account Partnership was formed for each Commodity Trading Advisor
   ("Trading Advisor") that the General Partner selected to trade assets of the
   pools.  Under the terms of their management contracts, the Trading Advisors
   have sole responsibility for determining the Partnership's trades.  As
   compensation for these services, the Trading Advisors receive a monthly
   management fee, based on a percentage of the Partnership's month-end net
   assets, as defined in the Agreement.

   The Trading Advisors also receive a quarterly or annual incentive fee of 20%
   of "new trading profits," as defined.  The incentive fee is retained by the
   Trading Advisors even when "trading losses," as defined, occur in subsequent
   months; however, no further incentive fees are payable until any such
   trading losses are recouped by the Partnership.

                                     ******


                                      F-9

<PAGE>   26

   To the best of my knowledge and belief, the information in this statement is
   accurate and complete.




   Heinold Asset Management, Inc.
   (Pool Operator)


   /s/ Lee E. Meyer
   ----------------------------
   Lee E. Meyer
   Chief Financial Officer




                                      F-10
<PAGE>   27









                    HEINOLD GENERAL PARTNERSHIP ACCOUNT I

                             GENERAL PARTNERSHIP

                                  AGREEMENT

                                BY AND AMONG

                         THE VARIOUS COMMODITY POOLS

                              SIGNATORY HERETO









                          dated as of April 1, 1995


<PAGE>   28


                    HEINOLD GENERAL PARTNERSHIP ACCOUNT I
                        GENERAL PARTNERSHIP AGREEMENT


                              TABLE OF CONTENTS

                                                                           Page
                                    GENERAL

1.  Name....................................................................  1

2.  Principal Place of Business.............................................  1

3.  Objective...............................................................  1

4.  Admission of Partners...................................................  1

5.  Capital Contributions and Withdrawals...................................  1

6.  Authority of Partners; Access to Information............................  2

7.  Interest in Other Transactions..........................................  2

8.  Exclusivity.............................................................  2

9.  Time Commitment.........................................................  2

10.  Personal Property; Partnership Property................................  2


                          PARTNERS' REPRESENTATIVES

11.  Designation of Representatives.........................................  3

12.  Meetings of Representatives............................................  3

13.  Reports of Representatives.............................................  3


                          FINANCIAL AND TAX MATTERS

14.  Allocation of Profits and Losses for Financial and Tax Purposes........  3

15.  Partnership Taxation...................................................  4

16.  Expenses...............................................................  4

17.  Investment of Partnership Assets.......................................  4

18.  Borrowings Prohibited..................................................  4


                                       -i-




<PAGE>   29

19.  Tax Elections, Etc. ...................................................  5

20.  Tax Matters Partner....................................................  5

21.  Books; Reports.........................................................  5

22.  Brokers; Bank Accounts, Etc. ..........................................  5

23.  Accounting Principles; Accountants.....................................  5

24.  Fiscal Year............................................................  5


                      GENERAL LIABILITY OF THE PARTNERS

25.  Liability of the Partners..............................................  6


                               CONFIDENTIALITY

26.  Confidentiality........................................................  6

27.  No Solicitation........................................................  6


                             REGULATORY MATTERS

28.  Compliance with Laws...................................................  6

29.  Regulatory Status......................................................  6

30.  "Commodity Pool" Status ...............................................  6


                            TERM AND TERMINATION

31.  Term...................................................................  7

32.  Termination............................................................  7

33.  Accounting Upon Dissolution............................................  7

34.  Effect of Bankruptcy or Dissolution....................................  7




                                      -ii-




<PAGE>   30


                           PARTNERS' REPRESENTATIONS

35.  Representations and Warranties.........................................  7


                                MISCELLANEOUS

36.  HAMI Undertaking.......................................................  7

37.  Undertaking of E.D. & F. Man...........................................  8

38.  Securities Prohibited..................................................  8

39.  Notices................................................................  8

40.  Waivers and Amendments.................................................  8

41.  Binding Effect.........................................................  8

42.  No Assignment..........................................................  8

43.  Survival...............................................................  8

44.  Further Assurances.....................................................  8

45.  Headings...............................................................  8

46.  Entire Agreement.......................................................  9

47.  Counterparts...........................................................  9

48.  Governing Law and Forum................................................  9


Exhibit A -- CFTC Exemptive Letter


Testimonium

Signatures


                                      -iii-




<PAGE>   31




                     HEINOLD GENERAL PARTNERSHIP ACCOUNT I

     GENERAL PARTNERSHIP AGREEMENT dated as of April 1, 1995, by and among the
commodity pools (each, a "Partner" and, collectively, the "Partners") signatory
from time to time hereto, each of which has as its sole general partner Heinold
Asset Management, Inc. ("HAMI"), a "commodity pool operator" registered with
the Commodity Futures Trading Commission (the "CFTC").

                                    GENERAL

     1. Name.  The name of the partnership shall be HEINOLD GENERAL PARTNERSHIP
ACCOUNT I ("the Partnership").

     2. Principal Place of Business.  The principal place of business of the
Partnership shall be at 440 South LaSalle Street, 20th Floor, Chicago, Illinois
60605, the principal place of business of Heinold Asset Management, Inc., the
general partner of each Partner.

     3. Objective.  The objective of the General Partnership is to permit the
Partners to participate pro rata in the trading management -- exclusively in
the futures and forward markets -- of a single "commodity trading advisor" (the
"Advisor") implementing a single trading strategy (the "Trading Approach").
The Partners, by unanimous consent, may change the Advisor and/or the Trading
Approach used by the Partnership, but the Partnership must at all times retain
a single Advisor implementing a single Trading Approach.

     At any time any Partner may call for a vote of all Partners on whether to
continue to retain the Advisor to manage the Partnership's assets.  Unless a
majority of the Partners (by number, not by interest based on relative capital
account balances) affirmatively vote to continue to retain the Advisor, the
Advisor will be replaced by such other advisor as may be selected by the
unanimous vote of the Partners.

     4. Admission of Partners.  Only an entity which:  (i) is organized in the
United States; (ii) constitutes a "commodity pool" within the meaning of the
rules and regulations of the CFTC and is operated in full compliance with such
rules and regulations; (iii) of which HAMI is the sole general partner (and of
which one of HAMI, Heinold Commodities, Inc. or Geldermann Futures Management
Corp. has at all times been the sole general partner); (iv) is organized in the
United States and has been in continuous operation since January 1, 1991 (with
the exception of New Century Currency and Financial Fund L.P.); and (v) has a
net asset value (with the exception of The Future Fund), as of the date hereof,
of less than $6,000,000, shall be eligible to be admitted as a Partner.

     Only the qualified commodity pools described above may be admitted to the
Partnership.  No third party (including HAMI acting for its own account) may
contribute capital to, or share in the profits or losses of, the Partnership.

     Partners may only be admitted to the Partnership, and make an initial
capital contribution thereto, with the unanimous consent of all current
Partners.

     Upon admission, each Partner will execute a counterpart of this Agreement,
thereby agreeing to be bound by all the provisions hereof.



                                      -1-


<PAGE>   32



     5.  Capital Contributions and Withdrawals.  Upon admission to the
Partnership as provided in Section 4 above, each Partner shall make the initial
capital contribution approved by the unanimous consent of the current Partners
as therein provided.  Subsequent capital contributions may be made by Partners
at any time, but only with the unanimous consent of all then current Partners.

     Any Partner may withdraw from the Partnership, in whole or in part, at any
time, and from time to time, upon notice to each other Partner, but without
need of obtaining any Partner's consent.  A Partner may also be required to
withdraw by unanimous vote of the other Partners and shall be deemed to have
been mandatorily withdrawn in the event that such Partner no longer meets the
eligibility criteria for admission to the Partnership set forth in Section 4
hereof.

     All capital contributions must be fully-funded, either in cash or by
"committed funds" letters.  Furthermore, if "committed funds" letters are used,
all Partners' capital contributions must be in the same proportion of actual
funds and committed funds.  No "notional" funding of any capital account will
be permitted.

     6. Authority of Partners; Access to Information.  Nothing herein contained
shall be construed to require any person to inquire as to the authority of any
of the Partners to act on behalf of, or bind, the Partnership within the scope
of this Agreement and the purposes of the Partnership.  Each Partner has full
authority to bind and obligate the Partnership in all matters within the scope
of the activities herein contemplated.

     Each Partner will be permitted full access to all information relating to
the Partnership's trading under the direction of the Advisor as if each Partner
had an individual managed account with the Advisor, in order to enable each
Partner to manage and control its participation in the Partnership in an
informed manner.

     Each Partner may request information from the Advisor concerning the
performance of the Partnership, without need of seeking the consent or approval
of any other Partner.

     The Partnership shall only enter into brokerage arrangements with
commodity brokers which agree that they will, upon request by any Partner,
furnish directly to each Partner copies of the confirmations of all trades
executed on behalf of the Partnership.

     7. Interest in Other Transactions.  Nothing in this Agreement shall
prohibit any Partner from:  (i) participating in other partnerships or entities
engaged in trading commodity interests under the direction of a manager other
than the Advisor; (ii) buying or selling commodity interests for its own
account, including the same or different such interests as those held by the
Partnership; or (iii) engaging in any other form of commercial trading or
investing activity whether or not competitive with the activities of the
Partnership, and neither the Partnership nor any other Partner shall have any
interest therein or in the profits therefrom.

     8. Exclusivity.  Notwithstanding the provisions of Section 7 hereof, each
Partner agrees that during the term of this Agreement, such Partner will not
place any assets under the management of the Advisor other than through
participating in the Partnership.

     


                                      -2-


<PAGE>   33



     9.  Time Commitment.  The Partners shall not be required to devote any
more of their business time to the activities of the Partnership than they
shall deem necessary or advisable.

     10. Personal Property; Partnership Property.  Each Partner's interest in
the Partnership shall be personal property for all purposes.  All property
owned by the Partnership shall be deemed to be owned by the Partnership as an
entity, and no Partner individually shall have any direct ownership right in
such property.

     The assets and liabilities of the Partnership, including, without
limitation, the futures and forward market positions held by the Partnership,
shall constitute Partnership property, and no Partner shall have any interest
in such Partnership property, but rather an interest in the Partnership, which
shall itself be the owner of such futures and forward market positions and
other assets and liabilities.


                          PARTNERS' REPRESENTATIVES

     11. Designation of Representatives.  Each of the Partners shall, by notice
to all other Partners, designate, which designation may be changed by each
Partner at any time by notice to all other Partners, a natural person to act as
such Partner's representative ("Representative") which shall act on behalf of
such Partner in all matters relating to the Partnership; provided that at no
time may the Partners, collectively, have fewer than four different individual
Representatives.

     12. Meetings of Representatives.  Any Partner may, by notice to the other
Partners, convene a meeting of the Representatives at any time during normal
business hours upon no less than five (5) business days' notice; provided that
all Representatives must be in attendance at any such meeting.

     At a meeting of Representatives, any matters relating to the operation of
the Partnership may be resolved by majority vote of the Partners (with the
Representatives acting as the Partners' proxies); provided that no Partner's
right to share pro rata in the profits and losses of the Partnership based on
the cash balance in such Partner's capital account or its voting rights as
provided herein shall be abridged or amended in any respect without the consent
of such Partner (through its Representative).

     The Representatives, as a group, shall liaise with the Advisor concerning
the management of the Partnership's trading and provide the Advisor with
information concerning capital contributions and withdrawals from the
Partnership, and the timing thereof.

     The Representatives shall serve only as proxies for and representatives of
the Partners.  No Partner shall in any respect be deemed to have contracted
with any Representative to provide any form of management to such Partner in
respect of its participation in the Partnership.

     13. Reports of Representatives.  Each Representative shall report, in the
monthly reports transmitted by HAMI to each of the investors in the respective
Partners, pursuant to applicable CFTC regulations, any information which such
Representative deems appropriate to the investors in such Partner, and shall be
available to answer any questions raised by such investors.



                                      -3-


<PAGE>   34





                          FINANCIAL AND TAX MATTERS

     14. Allocation of Profits and Losses for Financial and Tax Purposes.  The
gross profits and losses of the Partnership (including interest income) shall
be allocated, for financial purposes, among the Partners, i.e., pro rata, based
on the cash balances in their respective capital accounts.  Each Partner's pro
rata interest in the Partnership shall be determined at the time of each
capital contribution or withdrawal, giving effect thereto, and otherwise as of
the beginning of each calendar month.  Items of profit and loss for tax
purposes shall be allocated, for tax purposes, on the same basis as they are
allocated for financial purposes, in a manner consistent with Section 704 of
the Internal Revenue Code (including, without limitation, a "Qualified Income
Offset").

     Each Partner, by becoming a Partner, agrees to contribute all such amounts
to the Partnership as may be necessary to ensure that all Partners' capital
accounts are reduced pro rata in the event that the Partnership incurs losses.

     In no event will the capital account of any Partner be allocated
Partnership profits and losses on a basis other than such Partner's pro rata
share of such profits and losses, based on the fully-funded level of such
Partner's capital account.

     The accounting period for the Partnership shall be each business day.  As
of the end of each business day, the value of each Partner's capital account
will be calculated (by the accountants retained by the Partners), and the
aggregate of such values compared to the value of the Partnership's accounts at
E.D. & F. Man International, Inc. and its affiliates ("E.D. & F. Man").  Any
discrepancy between the two calculations which cannot be explained or rectified
shall be resolved to the benefit of the Partnership.

     15. Partnership Taxation.  The Partners intend that the Partnership shall
be treated as a "general partnership" for federal, state and local income and
franchise tax purposes and the Partners agree to take all action, including the
amendment of this Agreement and the execution of other documents as may be
required, to qualify for and receive such tax treatment.  Furthermore, each
Partner agrees that it shall not, in its own tax reporting and returns, take
any position inconsistent with the Partnership being taxed as a "general
partnership."

     16. Expenses.  The Partnership shall pay no expenses.  HAMI shall pay all
expenses of establishing the Partnership and admitting the Partners to it, and,
on an ongoing basis, shall ensure that no Partner incurs any expense as a
result of participating in the Partnership which such Partner would not have
incurred trading independently.  Each Partner shall pay the expenses incurred
by it (including, without limitation, brokerage and advisory fees) attributable
to the Advisor's trading as provided in negotiations between each such Partner
and the Advisor.  Different Partners will have different financial arrangements
regarding their trading, which they shall pay for individually, not through the
Partnership (although they may withdraw capital from their capital account in
order to pay such expenses).

     Any expenses (for example, annual audit costs) borne by the Partnership
shall, like gross profits and losses, be allocated pro rata among the Partners
based on their respective cash capital account balances as of the beginning of
the respective accounting periods during which such expenses


                                      -4-


<PAGE>   35



accrued; provided that HAMI will pay any expense otherwise incurred by a
Partner which such Partner would not have incurred trading independently.

     17. Investment of Partnership Assets.  All of the Partnership's assets
shall be held in the form of 91-day Treasury bills or cash, except to the
extent such assets are invested in short-term foreign sovereign debt
instruments in order to margin futures positions held on foreign exchanges.

     18. Borrowings Prohibited.  The Partnership may not incur any indebtedness
for money borrowed or guaranty, endorse or become contingently liable upon the
obligation of any other person without the affirmative vote of a majority of
the Partners.

     No Partner may borrow from the Partnership.

     19. Tax Elections, Etc.   All tax elections and determinations on behalf
of the Partnership will be made by majority vote of the Partners, and each
Partner agrees that it shall not, in its own tax reporting and returns, take
any position inconsistent with that determined upon by such majority vote.

     20. Tax Matters Partner.  The "tax matters partner" of the Partnership, as
required by the Internal Revenue Code, shall be designated as of the beginning
of each year by majority vote of the Partners.

     21. Books; Reports.  The Partnership shall maintain its books in
accordance with the accrual method of accounting.  Such books shall be
maintained at the office of the Partnership in Chicago, Illinois under the
direction of HAMI, the general partner of each of the Partners.

     HAMI will provide each Partner monthly account statements, quarterly
unaudited financial statements and annual reports (containing information at
least the equivalent of that required by the CFTC-mandated audited financial
statements).

     22. Brokers; Bank Accounts, Etc.   All futures and futures option
transactions entered into by the Partnership shall be cleared through E.D. & F.
Man and all forward trades executed for the Partnership shall be executed
through E.D. & F. Man, as the sole counterparty to which the Partnership is
financially liable.

     The Partners shall mutually be responsible for maintaining all books,
records, bank accounts, etc., of the Partnership.  The Partnership's accounts
shall be maintained in the name of the Partnership.

     23. Accounting Principles; Accountants.  The Partners, in forming the
Partnership, intend that doing so shall have no effect on the investors in any
of such Partners.  To that end, the basic principle of the Partnership's
accounting will be that each Partner, in participating in the Partnership,
shall have the same economic result as such Partner would trading
independently.

     The financial statements of the Partnership shall be audited each year by
independent certified public accountants selected, as of the beginning of each
fiscal year, by a majority vote of the Partners.



                                      -5-


<PAGE>   36




     HAMI, which is not and is ineligible to become a Partner, but which is
party to this Agreement for the limited purposes set forth herein, hereby
agrees that HAMI, as sole general partner of each of the Partners, shall
instruct the independent public accountants of the Partners to perform a
"surprise audit" of the Partnership (in the manner contemplated by Rule
206(4)-2(a)(5) of the Investment Advisers Act of 1940) at least twice during
each fiscal year (including fiscal 1996, which is not a complete year).  HAMI,
itself, not any of the Partners, shall bear the costs of these surprise audits,
the purpose of which shall be confirming compliance with the conditions set
forth in the CFTC Exemptive Letter attached hereto as Exhibit A.

     24. Fiscal Year.  The fiscal year of the Partnership shall be the calendar
year.


                      GENERAL LIABILITY OF THE PARTNERS

     25. Liability of the Partners.  Each Partner shall be severally liable to
all third parties for all debts and obligations of the Partnership and shall,
as among the Partners themselves, be obligated promptly to restore any deficit
balance in such Partner's capital account.

     Partners which have withdrawn from the Partnership shall nevertheless
remain liable both to third parties and to the Partnership, as provided above,
in respect of liabilities arising due to events which occurred while they were
Partners.


                               CONFIDENTIALITY

     26. Confidentiality.  During the term of this Agreement, all information
relating to the Partnership's activities shall constitute the proprietary
assets of the Partnership.  No Partner, while still a Partner, may use such
information for its individual advantage.

     27. No Solicitation.  Each of the Partners agrees that they will not
solicit, for any purpose, any employees or associates of any other Partner
during the term hereof.


                             REGULATORY MATTERS

     28. Compliance with Laws.  Each Partner agrees to comply with all
applicable laws and regulations to the extent that not doing so might have a
material and adverse effect on the Partnership.

     29. Regulatory Status.  It is the intention of the Partners that the
Partnership be treated as a general partnership for all regulatory purposes.
All Partners agree that, to that end, they will take such actions -- including
voting to amend this Agreement -- and in such manner as they may be advised by
independent legal counsel may be necessary or advisable to achieve such result.

     30. "Commodity Pool" Status.  Each Partner, severally, shall be
responsible for ensuring that the Partnership complies with such rules and
regulations as the CFTC and the Securities and Exchange Commission (the "SEC")
may determine from time to time should be applicable to the Partnership.  The
Partnership is formed and operated pursuant to exemptive relief obtained from
the


                                      -6-


<PAGE>   37



Division of Trading and Markets of the CFTC, which relief has been explicitly
been conditioned on the satisfaction of certain requirements, and each Partner
shall severally be responsible for ensuring the ongoing satisfaction of such
requirements.

     By becoming a member of the Partnership, each Partner agrees that it shall
be individually responsible to the CFTC for the regulatory compliance of the
Partnership, and that the CFTC may require such Partner to deal with the CFTC
in respect of all matters relating to the Partnership without need of involving
any other Partner.


                            TERM AND TERMINATION

     31. Term.  This Agreement shall terminate:  (i) December 31, 1996; (ii) in
the event that HAMI is no longer registered as a "commodity pool operator" with
the CFTC; (iii) if, as of the close of business on any trading day, the
Partnership's cumulative returns (adjusted for additions and withdrawals)
represent a loss of 50% or more from the date of the formation of the
Partnership; (iv) in the event that any Partner is advised that there is a
reasonable possibility of the SEC regarding the general partnership interests
in the Partnership as constituting "securities" within the meaning of the
Investment Company Act of 1940 or the Investment Advisers Act of 1940; (v) upon
the admission of any entity not qualified to be a Partner pursuant to Section 4
hereof; or (vi) on March 4, 1997 if the CFTC exemptive relief granted to HAMI
on a "pilot program" basis and which is necessary to permit the operation of
the Partnership is not extended (or obviated) by such date.

     32. Termination.  This Agreement may be terminated at any time by majority
vote of the Partners.

     33. Accounting Upon Dissolution.   The Partners, acting together, shall
wind up the affairs of the Partnership upon dissolution in accordance with all
applicable law.

     34. Effect of Bankruptcy or Dissolution.  The bankruptcy or dissolution of
a Partner shall constitute the withdrawal of such Partner from the Partnership,
but shall not dissolve the Partnership.


                          PARTNERS' REPRESENTATIONS

     35. Representations and Warranties.  Each of the Partners represents,
warrants and agrees with each other Partner that:

     (i)  it is duly organized and validly existing;

     (ii)  the execution, delivery and performance of this Agreement have been
duly authorized, and this Agreement, when executed and delivered, will be valid
and binding on it;

     (iii) the execution, delivery and performance of this Agreement do not
contravene any provision of, or constitute a default under, any material
agreement binding on it or any of its affiliates or any order of any court,
commission or governmental agency to which it or any of its affiliates are
subject; and



                                      -7-


<PAGE>   38




     (iv)  it is operated by HAMI, a "commodity pool operator" duly registered
with the CFTC in full compliance with all applicable rules and regulations of
the CFTC.


                                MISCELLANEOUS

     36. HAMI Undertaking.  HAMI is not, and is ineligible to become, a
Partner.  However, HAMI is party to this Agreement for the limited purposes set
forth herein.  One of such purposes is for HAMI hereby to agree unconditionally
and without defense or set-off, to indemnify and hold harmless each Partner
from any and all losses, expenses, costs, claims or liabilities incurred by
such Partner (i) as a result of participating in the Advisor's futures and
forward trading as a general partner of the Partnership as opposed to directly
through an individual managed account, or (ii) as a result of the Partnership
not being operated as set forth in the CFTC Exemptive Letter attached hereto as
Exhibit A (whether due to HAMI's negligence or otherwise).

     37. Undertaking of E.D. & F. Man.  E.D. & F. Man is not, and is ineligible
to become, a Partner.  However. E.D. & F. Man is party to this Agreement for
the limited purposes set forth herein.  In particular, E.D. & F. Man hereby
agrees that in the event that there arises a deficit in the Partnership's
trading accounts at E.D. & F. Man, E.D. & F. Man will collect such deficit pro
rata from the Partners according to their respective participation in the
Partnership, and that to the extent that such deficit is not satisfied by such
pro rata collection, E.D. & F. Man shall collect the balance of such deficit
from HAMI before attempting to collect any of such balance from any of the
Partners.

     38. Securities Prohibited.  In no event may the Partnership trade or
invest in any securities, except to the extent of investing its funds in 91-day
Treasury bills held to maturity or short-term foreign sovereign debt for use in
margining foreign futures and forward trading.

     39. Notices.  All notices required or permitted to be given to any Partner
in connection with this Agreement shall be given in writing, shall be
transmitted by personal delivery, by registered or certified mail, return
receipt requested, postage prepaid, or by facsimile or other electronic means
and shall be addressed as follows:

                            [PARTNER]
                            c/o Heinold Asset Management, Inc.,
                            General Partner
                            440 South LaSalle Street
                            20th Floor
                            Chicago, Illinois  60605
                            Attention:  Mr. Daniel E. Ragen

     40. Waivers and Amendments.  This Agreement may be amended, superseded,
canceled, terminated, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by all Partners or, in the case of a
waiver, by the Partner waiving compliance; provided that no amendment may be
made hereto which is in any respect inconsistent with the applicable rules and
regulations of the CFTC or the SEC.

     


                                      -8-


<PAGE>   39



     41. Binding Effect.  This Agreement shall be binding upon and inure to the
benefit of the Partners and their respective successors.

     42. No Assignment.  None of the Partners may assign or transfer their
interests herein.

     43. Survival.  All obligations to settle accounts hereunder shall survive
until such settlement is effected.

     44. Further Assurances.  The Partners shall execute, deliver and
acknowledge such documents and take such actions as may be reasonably required
to consummate the transactions contemplated hereby.

     45. Headings.  The headings in this Agreement are for reference only, and
shall not affect the interpretation of this Agreement.

     46. Entire Agreement.  This Agreement is the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes any
prior agreement of the parties with respect thereto.

     47. Counterparts.  This Agreement may be executed by the Partners in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.  Each counterpart may consist of a number of copies hereof each
signed by any one, but together signed by both, of the parties hereto.

     48. Governing Law and Forum.

     (a)  This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.

     (b)  Any legal action, suit or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby shall be instituted in a
federal court of the Northern District of Illinois and each party agrees not to
assert, by way of motion, as a defense or otherwise, in any such action, suit
or proceeding, any claim that it is not subject personally to the jurisdiction
of such court, that the action, suit or proceeding is brought in an
inconvenient forum, that the venue of the action, suit or proceeding is
improper or that this Agreement or the subject matter hereof may not be
enforced in or by such court.  Each party further irrevocably submits to the
jurisdiction of such court in any such action, suit or proceeding.  Any and all
service of process and any other notice in any such action, suit or proceeding
shall be effective against any party if given personally or by registered or
certified mail, return receipt requested, or by any other means of mail that
requires a signed receipt, postage prepaid, mailed to such party as herein
provided.  Nothing herein contained shall be deemed to affect the right of any
party to serve process in any manner permitted by law.

     (c)  All agreements entered into by the Partnership, unless a majority of
the Partners shall otherwise agree, shall include the preceding two paragraphs
or other provisions to the same effect.


                                      -9-


<PAGE>   40





     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the day and year first above written.


                          POOLS ON THE ATTACHED LIST, AS
                          AMENDED AND SUPPLEMENTED FROM
                          TIME TO TIME
                     
                          By:  HEINOLD ASSET MANAGEMENT, INC.
                                  General Partner

                          By:
                                  Daniel E. Ragen
                                  President


                          HEINOLD ASSET MANAGEMENT, INC.,
                          not as a Partner, but for the limited
                          purposes set forth herein


                          By:




                                    -10-


<PAGE>   41



                          LIST OF PARTICIPATING POOLS




THE FUTURE FUND
THE FUTURE FUND II
THE FUTURES ADVANTAGE FUND
THE FUTURES DIMENSION FUND
THE HORIZON FUTURES FUND
THE HORIZON WORLD FUTURES FUND
THE JEFFERSON FUTURES FUND
LANDMARK FUND I, A LIMITED PARTNERSHIP
LANDMARK FUND II, A LIMITED PARTNERSHIP
NEW CENTURY CURRENCY & FINANCIAL FUND L.P.
PATRIOT FUTURES FUND I
PATRIOT FUTURES FUND II
RENAISSANCE FUTURES FUND
THE RESOURCE FUND
SYCAMORE FUTURES FUND




<PAGE>   42



                              MANAGEMENT CONTRACT

     THIS MANAGEMENT CONTRACT ("Agreement"), is made and entered into effective
as of April 1, 1996, by and between Heinold General Partnership Account I, an
Illinois general partnership (the "Partnership"), and _____________________
(the "Trading Advisor").

                              W I T N E S S E T H:

     WHEREAS, the Partnership is one of a series of general partnerships (the
"Account Partnerships") whose terms are identical other than in respect of
their trading being managed by different "commodity trading advisors" ("CTAs"),
and which have been formed in order to permit various commodity pools (the
"General Partners"), of each of which Heinold Asset Management, Inc.  ("HAMI")
is the sole general partner, to commingle their assets for management by
various different CTAs.  Each Account Partnership is to be managed by a single
CTA implementing a single trading program, and all General Partners capital
accounts in the Partnership will trade on a fully-funded (actual committed
funds) equally leveraged basis.

     WHEREAS, the objective of the Partnership is to seek capital appreciation
by trading speculatively in futures contracts, commodities and commodity
options and forward contracts, and any other items which are currently, or may
later become, the subject of futures, forward or options trading, and other
related investments (sometimes hereinafter referred to as "Contracts") on
United States and non-United States exchanges and markets, under the direction
of a single CTA, initially the Trading Advisor, implementing a single trading
program; and

     WHEREAS, the Partnership and the Trading Advisor each desire the Trading
Advisor to make all trading decisions for the Partnership pursuant to the
Trading Advisor's ___________ trading program (the "Trading Approach") on the
terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual premises and agreements set
forth herein, the parties hereto do agree as follows:

     1. Duties of the Trading Advisor.

     (a) The Partnership hereby appoints the Trading Advisor, and the Trading
Advisor hereby accepts appointment, as the sole CTA of the Partnership
utilizing the Trading Approach.

     (b) Upon the Trading Advisor's commencing trading operations for the
Partnership and for the period and on the terms and conditions set forth in
this Agreement, the Trading Advisor shall have sole authority and
responsibility, as the Partnership's agent and attorney-in-fact, for trading
the Partnership assets in Contracts and in accordance with the Trading Approach
as described in the disclosure notice dated April 1996 relating to the
appointment of the Trading Advisor as a commodity trading advisor of the
Partnership (the "Disclosure Notice"), subject to the trading policies of the
Partnership furnished to the Trading 

                                     -1-


<PAGE>   43

Advisor in writing ("Trading Policies"). For purposes of this Agreement, the
term "Contracts" shall not include securities and options thereon, which the
Partnership is prohibited from  trading.  

     (c) The Trading Advisor agrees to describe to any General Partner, upon
request, the Trading Advisor's practices with respect to the leverage used by
the Trading Advisor in managing the Partnership's account relative to other
accounts managed by the Trading Advisor using the Trading Approach so as to
enable such General Partner to determine whether the "trading level" at which
the Trading Advisor is currently managing the Partnership's account is the
level currently designated by the General Partners.

     (d) The General Partners and the Partnership acknowledge receipt of the
Trading Advisor's Disclosure Document dated ________________, 1996 (the
"Disclosure Document").  The Trading Advisor shall promptly furnish the
Partnership with a copy of each amended, supplemented or updated Disclosure
Document of the Trading Advisor filed with the Commodity Futures Trading
Commission (the "CFTC") and the National Futures Association ("NFA") upon
acceptance thereof by the CFTC.  Prior to the commencement of trading on behalf
of the Partnership, the Partnership shall deliver to the Trading Advisor, and
renew when necessary, a Commodity Trading Authorization, in the form attached
hereto as Exhibit 1 and executed by each of the General Partners, appointing
the Trading Advisor as the Partnership's agent and attorney-in-fact for such
purpose.  All trades for the account of the Partnership shall be made through
such banks, brokers and dealers as the General Partners shall direct by
unanimous consent, and the Trading Advisor shall have no authority or
responsibility for selecting any such banks, brokers or dealers in connection
with the execution of transactions for the Partnership or for the negotiation
of commission rates charged therefor; provided, however, that the Partnership
shall notify the Trading Advisor of any applicable changes in the commission
rates charged by the Partnership's banks, brokers and dealers with respect to
transactions entered into with respect to the Partnership.

     (e) In the event the Trading Advisor and its principals (as that term is
defined in Regulation Section  4.10(e) promulgated by the CFTC under the
Commodity Exchange Act, as amended (the "Act")), shareholders, partners,
employees and affiliates or any person who controls the foregoing
(collectively, "Principals and Affiliates"), wish to use trading programs,
systems or strategies other than the Trading Approach in connection with its
trading for the Partnership, it may not do so unless the Trading Advisor gives
the Partnership 15 days' prior written notice of its intention to utilize such
different trading programs, systems or strategies and the Partnership consents
thereto, by unanimous consent of the General Partners in writing.  Non-material
changes in the Trading Approach may be instituted without prior written
approval.

     (f) The Trading Advisor agrees to make all material disclosures to the
Partnership regarding itself and its Principals and Affiliates, their trading
performance and general trading methods, their accounts (but not the identities
of customers) and otherwise as are required in the reasonable judgment of any
General Partner or the Partnership to be made in any filings required by any
governmental body or by any applicable law, regulation, rule or order.  Nothing
contained in this Agreement shall be construed or deemed to require the Trading
Advisor to disclose the confidential or proprietary details of its trading
strategies.

     (g) The General Partners shall have the right to make additions to, or
withdrawals from, their capital accounts in the Partnership (including any
"notional" funds comprising part of the Partnership Assets) at any time.  Each
General Partner shall, however, use 

                                     -2-

<PAGE>   44

its best efforts to make such additions or withdrawals at month-end.  Each
General Partner agrees that the Trading Advisor may refuse any additional
allocation of funds for any reason.  The Partnership, acting by direction of
the unanimous instructions of the General Partners, in  its sole discretion,
may at any time remove some or all of its assets from the management of the
Trading Advisor and may require the Trading Advisor to liquidate existing
positions. 

     (h) Upon receipt of instructions from the Partnership, the Trading Advisor
shall immediately cease its trading activities with respect to the Partnership
Assets, close out all existing positions in an orderly manner and not initiate
any new positions unless otherwise instructed by the Partnership.

     (i) The Trading Advisor shall review on a daily basis the positions held
by the Partnership Assets and shall immediately notify the Partnership of any
errors committed by the Trading Advisor or of any trade not executed in
accordance with the Trading Advisor's instructions.

      2. Other Accounts and Activities of the Trading Advisor.

     (a) The services provided by the Trading Advisor hereunder are not to be
deemed exclusive.  Subject to the terms of this Agreement, the Trading Advisor
and its Principals and Affiliates shall be free to trade for their own accounts
and to advise other persons and manage other accounts during the term of this
Agreement and to use the same or different degrees of leverage, information,
computer programs and trading strategies or formulas which they obtain, produce
or utilize in the performance of services for the Partnership.  However, the
Trading Advisor represents, warrants and agrees that the rendering of such
consulting, advisory and management services to others will not require any
material change in the Trading Approach and will not materially adversely
affect the capacity of the Trading Advisor to continue to render services to
the Partnership of the quality and nature contemplated by this Agreement.

        (b) If, at any time during the term of this Agreement, the Trading
Advisor is required to aggregate the Partnership's Contract positions with the
positions of any other person or entity for purposes of applying CFTC- or
exchange-imposed position limits, the Trading Advisor agrees that it will
promptly notify the Partnership if the Partnership's positions are included in
an aggregate amount which equals or exceeds ninety percent (90%) of the
applicable limit.  The Trading Advisor agrees that, if its trading
recommendations are altered because of the application of any position limit,
it will not modify the trading instructions with respect to the Partnership's
account in such manner as to affect the Partnership substantially
disproportionately as compared with the Trading Advisor's other accounts.  The
Trading Advisor presently believes and represents that existing speculative
position limits will not materially adversely affect its ability to manage the
Partnership's account given the potential size of the Partnership's account and
the Trading Advisor's and its Principals' and Affiliates' current accounts and
all proposed accounts for which they have contracted to act as trading advisor.
The Trading Advisor further represents, warrants and agrees that under no
circumstances will it knowingly or deliberately use trading strategies or
systems for the Partnership that are inferior to trading strategies or systems
employed for any other client or account and that it will not knowingly or
deliberately favor any client or account managed by it over any other client or
account, it being acknowledged, however, that different trading strategies,
methods or degrees of leverage may be utilized for differing sizes of accounts,
accounts with different trading policies, accounts experiencing differing
inflows or outflows of equity, accounts which commence trading at different
times, accounts which have 

                                     -3-


<PAGE>   45

different portfolios or different fiscal years and accounts with other
differences, and that such differences may cause divergent trading results.

        (c) The Partnership and the General Partners each acknowledge and agree
that the Trading Advisor and/or its Principals and Affiliates presently act and
that they may continue to act as advisors for other accounts managed by them
and may continue to receive compensation with respect to services for such
accounts in amounts which may be more or less than the amounts received from
the Partnership.  The Trading Advisor agrees that in the management of such
other accounts by it and its Principals and Affiliates, it will act in good
faith to seek to achieve an equitable treatment of all accounts under
management including the Partnership's account with respect to, among other
things, priorities of order entry and position limits.

        (d) The Trading Advisor agrees that it shall make such information
available to any General Partner concerning the performance of the Partnership
as compared to the performance of all other accounts managed by the Trading
Advisor and its Principals and Affiliates as shall be reasonably requested by
such General Partner; provided that the Trading Advisor shall not be required
to disclose the identity of its clients.

        3. Trading Assets.  The Partnership's initial trading account shall be
a total of approximately $_______ of which $______ shall be "committed" (not
"notional") funding.  Notional funding of the Partnership's account is
prohibited.

        4. Fees.  The Partnership will pay no fees to the Advisor; rather each
General Partner shall pay such fees to the Advisor as have been negotiated
between such General Partner and the Advisor.

        5. Trading Advisor Independent.  The Trading Advisor shall for all
purposes herein be deemed to be an independent contractor to the Partnership
and the General Partners and shall, except as otherwise expressly provided
herein, have no authority to act for or represent the Partnership or any
General Partner in any way or otherwise be deemed a sponsor of the Partnership
or an agent, joint venturer or partner of the Partnership, or any General
Partner.

        6. Broker.
                  
        (a) The Trading Advisor agrees to enter all Contract orders through
E.D. & F. Man International Inc. ("Man").  The Partnership must consent in
writing to the use of other floor brokers who will give up such trades to Man
in accordance with exchange rules and the give-up procedures established by the
Partnership from time to time.  The Trading Advisor shall be responsible for
any errors committed by any executing broker who gives-up to Man on behalf of
the Partnership.  In placing trades for the Partnership's account, the Trading
Advisor agrees that it shall use its standard procedures for allocating orders
among the Trading Advisor's various accounts and not knowingly favor any other
such account over the Partnership's account.

        (b) All forward contract and other trades for the Partnership will be
executed through the forward trading and other facilities of such affiliates of
Man or other entities as the Partnership may designate from time to time.


                                     -4-


<PAGE>   46


        (c) The Partnership will pay no brokerage commissions or fees.  All
such charges will be paid by the respective General Partners pursuant to their
individual negotiations with Man.

        7. Standard of Liability; Indemnifications.

        (a) Standard of Liability.  Neither the Trading Advisor nor any of its
Principals and Affiliates shall be liable to the Partnership, any General
Partner or any of their respective successors or assigns under this Agreement
except by reason of (i) acts or omissions to act which constitute bad faith,
negligence or misconduct or (ii) a breach of any of the representations,
warranties, covenants or agreements of the Trading Advisor set forth in this
Agreement.

        (b) Indemnity.  (i)  The Partnership agrees to indemnify and hold
harmless the Trading Advisor and each of its Principals and Affiliates from and
against any and all losses, claims, damages, liabilities, costs and expenses
(including, without limitation, attorneys' and accountants' fees and
disbursements), judgments and amounts paid in settlement (collectively,
"Losses") to which an indemnified person may become subject arising out of this
Agreement, the transactions contemplated hereby or the fact that the Trading
Advisor is or was a trading advisor to the Partnership, unless any such Losses
arise out of, relate to, or are based upon the Trading Advisor's failure to
meet the standard of liability applicable to it under Section 7(a).  The
Partnership, the General Partner and the Trading Advisor agree that any
indemnity payments due hereunder shall be deducted pro rata from the capital
account of the respective General Partners in proportion to the balance in each
such capital account.

        (ii)  The Trading Advisor agrees to indemnify and hold harmless the
Partnership, each General Partner and each of such General Partner's Principals
and Affiliates from and against any and all Losses to which they may become
subject, if any such Losses arise out of, relate to, or are based upon the
Trading Advisor's failure to meet the standard of liability applicable to it
under Section 7(a).

        (c) Promptly after receipt by a party to be indemnified under Section
7(b), above, of any notice of the commencement of any action or proceeding,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnified party under such subsection, notify the indemnifying
party in writing of the commencement thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection.  The requirement
that an indemnifying party be given written notice of the commencement of any
action shall be deemed to be satisfied if such indemnifying party shall have
actual knowledge thereof or shall have been given written notice of the
commencement of any action or proceeding within a reasonable time after the
commencement thereof.  If any such action shall be brought against any
indemnified party and the indemnified party notifies the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, to assume the defense
thereof with counsel satisfactory to such indemnified party, and shall have the
right to negotiate and consent to a settlement thereof, provided that the
indemnified party shall have consented to the settlement.  After notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable 


                                     -5-

<PAGE>   47

costs of investigation; provided, however, that the indemnified party shall
have the right to employ counsel to represent it, if, in the indemnified
party's reasonable judgment, it is advisable for such party to be represented
by separate counsel, in which event the fees and expenses of such separate
counsel shall be borne by the indemnified party.  No indemnifying party shall
be liable for any settlement of any such action effected without its consent,
but if any such action or proceeding is settled with the consent of any
indemnifying party or if there be a final judgment for the plaintiff in any
such action or proceeding (of which an indemnifying party shall have been
notified), such indemnifying party shall indemnify and hold harmless each
indemnified party from and against any Losses incurred or       suffered by
reason of such settlement or judgment. 

        (d) Any indemnification required by this Section 7, unless ordered or
expressly permitted by a court, shall be made by the indemnifying party only
upon a determination by independent legal counsel in a written opinion that the
conduct which is the subject of the claim, demand, lawsuit, action or
proceeding with respect to which indemnification is sought meets the applicable
standard set forth in this Section 7.

        (e) The provisions of this Section 7 shall survive the termination or
other expiration of this Agreement.

        8. The Trading Advisor's Representations and Warranties.  The Trading
Advisor represents and warrants to the Partnership and each General Partner as
follows:

        (a) The Trading Advisor is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization and has full
power and authority to enter into and perform its obligations under this
Agreement and to conduct its business as described in this Agreement and the
Disclosure Notice, and the Trading Advisor is qualified to conduct its business
and is in good standing in every jurisdiction in which the nature or conduct of
its business requires such qualification and failure to so qualify would have a
materially adverse effect on its ability to comply with, or perform its
obligations under, this Agreement, it being understood that any decision as to
the jurisdiction or jurisdictions in which the Trading Advisor shall conduct
its business is within the sole discretion of the Trading Advisor.

        (b) This Agreement has been duly and validly authorized, executed and
delivered by the Trading Advisor and is a valid and binding agreement of the
Trading Advisor enforceable in accordance with its terms.

        (c) The execution and delivery of this Agreement and the performance of
the obligations and the consummation of the transactions contemplated in this
Agreement and in the Disclosure Notice will not conflict with, violate, breach
or constitute a default under, any term or provision of the Trading Advisor's
certificate of incorporation, by-laws, or other charter documents, or any
indenture, mortgage, deed of trust, loan agreement, or other agreement or
instrument to which the Trading Advisor or any of its Principals and Affiliates
is a party or by which any of them are bound, or to which any of the property
(including, but not limited to, its Trading Approach) or assets of the Trading
Advisor or its Principals and Affiliates are subject, or any order, rule, law,
statute, regulation, or other legal requirement applicable to the Trading
Advisor or any of its Principals or to the property or assets of the Trading
Advisor or its Principals and Affiliates of any court or any governmental or
administrative body or agency or panel or any regulatory or self-regulatory
organization or exchange having jurisdiction over the Trading Advisor or any of
its Principals and Affiliates.


                                     -6-

<PAGE>   48

        (d) The Trading Advisor is registered as a commodity trading advisor
under the Act, its Principals are identified on the Trading Advisor's most
recent CFTC Form 7-R filed with the NFA pursuant to the Act, and it is a member
of the NFA in such capacity and such registration and membership has not
expired or been revoked, lapsed, suspended, terminated, or not renewed or
limited or qualified in any respect.

        (e) The Trading Advisor is not bankrupt or insolvent.

        (f) The Disclosure Document is complete and accurate in all material
respects, does not contain any misstatement of any material fact, does not omit
to state any material fact necessary to be stated therein in order to make the
statements made therein, in light of the circumstances under which they are
made, not misleading, and complies in all material respects with the applicable
requirements of the Act and the rules promulgated thereunder and may be relied
upon by the Partnership and the General Partner in preparing the Disclosure
Notice and allocating assets of the Partnership to the Trading Advisor and
there has not been, since the date of the Disclosure Document's issuance, any
material adverse change in the condition, financial or otherwise, business or
prospects of the Trading Advisor or any of its Principals and Affiliates,
whether or not arising in the ordinary course of business, or relating to the
historical performance and operations of the Trading Advisor.

        (g) The Trading Advisor and each Principal has complied and will
continue to comply with all orders, rules, laws, statutes, regulations or other
legal requirements applicable to the Trading Advisor or any of its Principals
and Affiliates or to their respective businesses, properties, or assets,
including the Act and the rules promulgated by the CFTC and the NFA, the
violation of which would materially and adversely affect its or their ability
to comply with, and perform its or their obligations under this Agreement, and
there are no actions, suits, proceedings, or notices of investigations or
investigations pending or threatened against the Trading Advisor, or any of its
Principals or Affiliates, by the NFA, the CFTC or any governmental, regulatory
or self-regulatory agency regarding noncompliance by the Trading Advisor or any
of its Principals or Affiliates with any law, statute, rule or regulation, or
at law or in equity or before or by any court, any federal, state, municipal or
other governmental department commission, board, bureau, agency, or
instrumentality, or by any regulatory or self-regulatory organization, or
exchange, in which an adverse decision would materially and adversely affect
its or their ability to comply with or to perform its or their obligations
under this Agreement or that would be required to be disclosed in the
Disclosure Notice, which is not so disclosed, would result in a material
adverse change in the condition, financial or otherwise, business or prospects
of the Trading Advisor.

        (h) The Trading Advisor and each Principal has all governmental,
regulatory, self-regulatory and exchange licenses and approvals and has
effected all filings and registrations with all governmental, regulatory and
self-regulatory agencies required to conduct their respective businesses and to
act as described in the Disclosure Notice and to perform its or their
respective obligations under this Agreement.

        (i) With respect to information contained in the Disclosure Notice
relating to the Trading Advisor, including, without limitation, the tables and
notes thereto, the Disclosure Notice does not contain any untrue statement of
material fact or omit to state therein a material fact required to be stated
therein or necessary to be stated therein in order to prevent the 

                                     -7-
<PAGE>   49

statements made therein, in light of the circumstances under which they are
made, from being misleading.  

        (j) In the placement of orders and the allocation of executed trades
for the Partnership and for the accounts of any other client, the Trading
Advisor shall utilize a fair and reasonable order entry system and trade
allocation system, which shall be no less favorable to the Partnership than to
any other account managed by the Trading Advisor.

        (k) The Trading Advisor shall promptly notify the other parties hereto
of the commencement of any suit, action or proceeding involving it or its
Principals and Affiliates, whether or not any such suit, action or proceeding
also involves any of the other parties hereto.

        The foregoing representations and warranties shall be continuing during
the term of this Agreement and any renewal hereof and if at any time any event
shall occur which would make or tend to make any of the foregoing not true or
incomplete, the Trading Advisor shall promptly notify the Partnership and the
General Partner of the occurrence of such event.

        9. The Partnership's Representations and Warranties.  The Partnership
represents and warrants to the Trading Advisor as follows:

        (a) The Partnership is a general partnership organized under the laws
of Illinois.  The Partnership has full Partnership power and authority to
perform its obligations under this Agreement and to conduct its business and to
act as described in the Disclosure Notice.

        (b) This Agreement has been duly and validly authorized, executed and
delivered on behalf of the Partnership and is a valid and binding agreement of
it enforceable in accordance with its terms.

        (c) The Partnership has complied and will continue to comply with all
orders, rules, laws, statutes, regulations or other legal requirements
applicable to it, to its business, properties, and assets, including the Act
and the rules promulgated by the CFTC and the NFA, the violation of which would
materially and adversely affect its ability to comply with, and perform its
obligations under this Agreement, and there are no actions, suits, proceedings,
or notices of investigations or investigations pending or threatened against
it, by the NFA, the CFTC or any governmental, regulatory or self-regulatory
agency regarding noncompliance by it with any law, statute, rule or regulation,
or at law or in equity or before or by any court, any federal, state, municipal
or other governmental department, commission, board, bureau, agency, or
instrumentality, or by any regulatory or self-regulatory organization, or
exchange, in which an adverse decision would materially and adversely affect
its ability to comply with or to perform its obligations under this Agreement
or would result in a material adverse change in the condition, financial or
otherwise, business or prospects of the Partnership.

        (d) The Partnership has all federal and state governmental, regulatory,
self-regulatory and exchange licenses and approvals and has effected all
filings and registrations with all federal and state governmental and
regulatory and self-regulatory agencies required to conduct its business and to
perform its obligations under this Agreement.  The Partnership is compliance
with the CFTC Letter attached hereto as Exhibit 2.

                                     -8-


<PAGE>   50

        (e) HAMI is registered as a commodity pool operator under the Act and
is a member of the NFA in such capacity and such registration and membership
has not expired or been revoked, lapsed, suspended, terminated, or not renewed
or limited or qualified in any respect.

        (g) HAMI has all federal and state governmental, regulatory,
self-regulatory and exchange licenses and approvals and has effected all
filings and registrations with all federal and state governmental and
regulatory and self-regulatory agencies required to conduct its business and to
perform its obligations under this Agreement.

        The foregoing representations and warranties shall be continuing during
the term of this Agreement and any renewal hereof and if at any time any event
shall occur which would make or tend to make any of the foregoing not true or
incomplete, the Partnership will promptly notify the Trading Advisor thereof.

        10. Term and Termination; Withdrawal.

        (a) This Agreement is terminable at will by either the Partnership or
the Trading Advisor upon five (5) days' notice; provided that each agrees that
it will use best efforts to terminate this Agreement only as of the end of a
calendar month.

        (b) Any General Partner may withdraw capital from the Partnership at
any time.  The Partnership may withdraw capital at any time.  Upon any such
withdrawal, the Partnership shall inform the Trading Advisor as to which
General Partner's capital account in the Partnership such withdrawal is
attributable.

        11. Notices.  Except as otherwise provided herein, all notices, demands
or requests required to be made or delivered under this Agreement shall be
effective only if in writing and delivered personally or by facsimile or mail,
postage prepaid (airmail if the addressee is in another country), to the
respective addresses below or to such other addresses as may be designated by
the party entitled to receive the same by notice similarly given and shall be
deemed given by the party required to provide notice when received by the party
to whom notice is required to be given.

             
         If to the Partnership or the General Partner to:

             Heinold Asset Management,  Inc.
             One Financial Place
             440 South LaSalle Street, 20th Floor
             Chicago, Illinois 60605
             Attn:   Daniel E. Ragen, President
             Fax No.:   312-902-6697


     If to the Trading Advisor to:

             ________________________
             ________________________
             ________________________
             ________________________


                                     -9-

<PAGE>   51


        12. Assignment.  No party hereto may transfer, sell, encumber, appoint
agents or assign any of its rights or obligations hereunder in whole or in part
without the express written consent of each of the other parties hereto.

        13. Amendment; Modification.  This Agreement may not be amended or
modified, nor any of the provisions hereof waived, except by the written
consent of all of the parties hereto.

        14. Complete Agreement.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject hereof and
supersedes all prior agreements written or oral, and no other agreement, verbal
or otherwise, shall be binding as between the parties hereto unless in writing
and signed by the party against whom enforcement is sought.

        15. Successors.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and permitted assigns.  No
other person other than the persons indemnified under Section 7 hereof for
matters relating to that Section shall have any right or obligation under this
Agreement.

        16. Headings.  Headings to sections herein are for the convenience of
the parties only, and are not intended to be a part of or to affect the
meanings or interpretation of this Agreement.

        17. Governing Law: Consent to Jurisdiction.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Illinois without giving effect to principles of conflicts of laws.

        18. Arbitration. The parties agree that all controversies which may
arise in connection with any transaction contemplated by this Agreement or the
construction, performance or breach of this Agreement shall be determined by
arbitration, to be held in the City of Chicago, State of Illinois unless
otherwise agreed to by the parties hereto, and in accordance with the rules
then obtaining of the NFA, or if no such rules are then in effect or if
jurisdiction is declined, then the rules then obtaining of the American
Arbitration Association; provided, however, that (a) the arbitrator(s) shall be
knowledgeable in industry standards and practices and the matters giving rise
to the dispute, (b) the arbitrator(s) shall not have the power and authority to
award punitive damages, (c) the authority of the arbitrator(s) shall be limited
to construing and enforcing the terms and conditions of this Agreement as
expressly set forth herein, and (d) the arbitrator(s) shall state the reasons
for their award and their legal and factual conclusions underlying the award in
a written opinion.  The award of the arbitrator(s), or a majority of them,
shall be final, and judgment upon the award may be confirmed and entered in any
court, state or federal, having jurisdiction.

        19. Consent to Jurisdiction.  Each party hereto expressly and
irrevocably agrees (a) that it waives any objection, and specifically consents,
to venue in the United States federal or state courts located in the City of
Chicago, State of Illinois, United States of America, so that any action at law
or in equity may be brought and maintained in any such court, and (b) that
service of process in any such action may be effected against such party by
certified or registered mail or in any other manner permitted by applicable
United States Federal Rules of
                                    -10-


<PAGE>   52

Civil Procedure or Rules of the Courts of the State of Illinois.  In
addition, each party hereto expressly and irrevocably waives, in respect of any
action brought in any United States federal or state court located in the City
of Chicago, State of Illinois or any resulting judgment, any objection, and
hereby specifically consents, to the jurisdiction of any such court, and agrees
not to seek to change the situs of such action or to assert that any other
court in any other jurisdiction is a more suitable forum for the hearing and
adjudication of any claim or dispute raised in such action.  

        20. Survival.  The indemnity provisions of this Agreement shall survive
the termination or expiration of this Agreement with respect to any matter
existing prior to such termination; the payment obligations under this
Agreement shall continue until satisfied; and the other provisions of the
Agreement shall survive the termination of this Agreement with respect to any
matter arising while this Agreement was in effect.

        21. Waiver of Breach.  The waiver by a party of a breach of any
provisions of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by a party.  The failure of a party to insist upon strict
adherence to any provision of this Agreement shall not constitute a waiver or
thereafter deprive such party of the right to insist upon a strict adherence.

        22. Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.



                                    -11-



<PAGE>   53




     IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.


Heinold General Partnership Account I

By:  The General Partners named on
     the attached Schedule


By: Heinold Asset Management, Inc.,
     General Partner

By:  ___________________________
     Daniel E. Ragen
     President


Trading Advisor


By: ____________________________
     Name:
     Title:



                                    -12-



<PAGE>   54


                                    Schedule
                                       of
                                General Partners


The Future Fund
The Future Fund II
The Futures Advantage Fund
The Futures Dimension Fund
The Horizon Futures Fund
The Horizon World Futures Fund
The Jefferson Futures Fund
Landmark Fund I, A Limited Partnership
Landmark Fund II, A Limited Partnership
New Century Currency & Financial Fund L.P.
Patriot Futures Fund I
Patriot Futures Fund II
Renaissance Futures Fund
The Resource Fund
Sycamore Futures Fund














<PAGE>   55






                                   EXHIBIT 1





                              ______________, 1996

____________________
____________________
____________________
____________________



     Re:  Commodity Trading Authorization

Gentlemen:

     Heinold General Partnership Account I, an Illinois general partnership
(the "Partnership"), does hereby make, constitute, and appoint you as its
Attorney-in-Fact to purchase and sell futures contracts, commodities and
commodity options and forward contracts, and any other items which are
currently, or may later become, the subject of futures, forward or options
trading, and other related investments on domestic and international exchanges,
through E.D. & F. Man International Inc., or such other brokers and forward
contract dealers as may be designated, from time to time, in writing by the
Partnership, as brokers, in accordance with the Management Contract between us
dated ________, 1996.


                                        Very truly yours,

                                        Heinold General Partnership Account I


                                        By: The General Partners named on the
                                            the attached Schedule


                                        By: Heinold Asset Management, Inc.,
                                            General Partner

                                        By:  ______________________________
                                             Daniel E. Ragen
                                             President


<PAGE>   56






                                    Schedule
                                       of
                                General Partners



The Future Fund
The Future Fund II
The Futures Advantage Fund
The Futures Dimension Fund
The Horizon Futures Fund
The Horizon World Futures Fund
The Jefferson Futures Fund
Landmark Fund I, A Limited Partnership
Landmark Fund II, A Limited Partnership
New Century Currency & Financial Fund L.P.
Patriot Futures Fund I
Patriot Futures Fund II
Renaissance Futures Fund
The Resource Fund
Sycamore Futures Fund

<PAGE>   57




                           ACKNOWLEDGMENT OF RECEIPT
                             OF DISCLOSURE DOCUMENT




     The undersigned hereby acknowledges receipt of [Advisor]'s Disclosure
Document dated ____________, 1996.



                                          Heinold General Partnership Account I


           
                                          By:  The General Partners named
                                               on the attached Schedule


                                          By:  Heinold Asset Management, Inc.
                                               General Partner



                                          By:  _____________________________
                                               Daniel E. Ragen
                                               President