As Filed with the Securities and Exchange Commission on May 30, 2002
Registration No. 333-59976
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE
[State of organization]
6289 51-0380494
(Primary SIC Number) (IRS EIN)
5916 N. 300 West
Fremont, Indiana 46737
Telephone: (219) 833-1306
(address and telephone number of registrant's principal executive offices)
Ms. Shira Del Pacult
5916 N. 300 West
Fremont, Indiana 46737
Telephone: (219) 833-1306; Facsimile (219) 833-1505
(Name, address and telephone number of agent for service of process)
Copies to:
William Sumner Scott, Esquire
The Scott Law Firm, P. A.
940 Northeast 79th Street, Suite A
Miami, FL 33138
Telephone (305) 754-3603; Facsimile (305) 754-2668
If any of the securities being offered on the Form are to be offered on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission acting
pursuant to said section 8(a), may determine.
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Atlas Futures Fund, Limited Partnership
Amended and Fully Restated Prospectus to Offer
$15,000,000 of Units of Limited Partnership Interest
To Be Sold at the Net Asset Value per Unit Computed At the End of Each Month
During the Offering
The Offering
The partnership is a registered commodity pool which employs independent
commodity trading advisors to trade futures, options on futures, and forward
contracts.
The partnership is managed exclusively by two general partners, Ashley
Capital Management, Inc. and Mrs. Shira Del Pacult. We refer to them
collectively as "the general partner." The general partner is authorized by
the partnership agreement to employ, establish the terms of employment, and
terminate commodity trading advisors, introducing brokers, and futures
commission merchants.
Futures Investment Company, an affiliated broker dealer, will use its best
efforts to sell the partnership interests. Neither it nor anyone else has
the obligation to purchase or support the price of the partnership interests.
You must purchase at least $25,000 in partnership interests, though the
general partner may reduce this to no less than $5,000. You have the right
to rescind your subscription for five days after it is submitted. After five
days, your subscription is irrevocable and you may only withdraw from the
partnership by redeeming your partnership interests. See the redemption
provisions in the partnership agreement and the discussion of redemption in
this prospectus.
All subscriptions received will be placed in an escrow account maintained by
the general partner until they are accepted by us. Interest accrued on your
subscription amount will be used to buy additional partnership interests for
you. Partnership interests are offered for sale at their net asset value as
of the close of business on the last day of the month in which the
subscription is received and become effective on the open of business on the
first day of the subsequent month.
The Risks - These securities are highly speculative and involve a high degree
of risk. Consider carefully the risk factors below and the complete
description beginning on page 5 of this prospectus.
* Our business is the speculative trading in futures, commodity options and
unregulated currency contracts selected by retistered commodity trading
advisors.
* This partnership pays substantial fixed management fees and commission
costs. There is no guarantee that you will receive a return on your
investment.
* The individual general partner was the general partner of another
commodity pool, Fremont Fund, LP, which was not profitable for four years
and was closed in August, 2000.
* To receive your investment back after one year, the partnership must
generate a return of 20.02%.
* Transfer of your partnership interests will be restricted and there are
limitations on your right of redemption to surrender your partnership
interests in return for their value. No public market for the partnership
interests exists and none is expected to develop.
* This partnership will not make distributions. To receive a return on
your investment, you must use our redemption procedure.
* Although you will not receive distributions, you must pay annual Federal
and state income taxes on your share of any profits, if any, earned by this
partnership.
* The general partner and affiliates have conflicts of interest with regard
to the management of this partnership.
* The general partner has limited experience in the management of commodity
pools.
You are required to understand fully the terms of this investment.
Therefore, you are encouraged to discuss this investment with your
independent financial and tax advisers.
These securities have not been approved or disapproved by the Securities and
Exchange Commission, or any state securities commission or agency, nor have
any of them confirmed or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.
Price to Public Sales Commissions Proceeds to Partnership
Per Limited Net Asset Value 6% of Net Asset Value Net Asset Value
Total Maximum* $15,000,000 $523,088 $8,195,042
* A maximum of $15,000,000 in units of limited partnership interest may be
sold, of which $6,281,870 already have been sold, as of March 31, 2002, and
the partnership has broken escrow and has commenced trading. The balance,
reflected in the above table, is offered pursuant to this prospectus to also
be used for trading.
Futures Investment Company
5916 N. 300 West - Fremont, Indiana 46737
Telephone: (219) 833-1306
Best Efforts Sales Agent/Broker-Dealer
The date of this amended and fully restated prospectus is May 30, 2002
Commodity Futures Trading Commission - Risk Disclosure Statement
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO
PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS
GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE
POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION,
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR
PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS
TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT
CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT
PAGE 5 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT
IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 13.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGE 5.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES
OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED
STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE
SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE
POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY
BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL
MAY BE EFFECTED.
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Table of Contents
Commodity Futures Trading Commission - Risk Disclosure Statement i
Table of Contents ii
Notice To All Purchasers v
Specific Notices vi
Notice to California Investors vi
Notice to Michigan Investors vi
Notice to Oregon Investors vi
Notice to Tennessee Investors vi
Notice to Texas Investors vi
Notice to foreign investors vi
Summary of the Offering 1
The Partnership 1
Description of Securities Offered for Sale 1
Plan For Sale of Partnership Interests And Use of Escrow 1
Subscription Procedure 1
Who Will Benefit From An Investment In The Partnership 1
Business Objectives and Expenses 1
Summary Risk Factors 2
Charges To The Partnership 2
Use Of Proceeds 2
Selection Of Commodity Trading Advisor And Allocation Of Equity 2
Federal Income Tax Aspects 2
Redemptions 2
Diagram of Partnership Structure & Commissions Atlas Futures Fund,
Limited Partnership 4
The Risks You Face 5
The individual general partner has only 4 years of prior operation
experience, and the corporate general partner has limited experience. 5
We must pay substantial charges, which may limit your ability to
receive a return on your investment. 5
You may not transfer your partnership interests and must rely on our
redemption procedures to receive your investment back. 5
Your right of redemption is limited. 5
The partnership depends upon Mrs. Pacult, and her absence could cause
the partnership to cease operations. 5
General partner and commodity trading advisor will serve other
businesses and may not have adequate time to devote to the partnership.
6
There are conflicts of interest in the partnership structure which may
limit our profits. 6
You will be taxed on profits regardless of whether they are
distributed. 6
You will have to pay taxes on profits in a current year which may be
lost in future years. 6
If the general partner selects a new trading advisor, it may not be as
profitable as the one replaced, and the new advisor will not be
responsible for recouping any previous losses. 6
The general partner may change the commodity trading advisor and its
allocation of equity without notice. 6
You will not participate in management and may not contest the business
decisions of the general partner. 6
Commodity futures trading is speculative. 6
During partnership trading, a small price movement can lead to large
losses. 7
The general partner does not control the trading advisor or its methods
and may not be able to prevent large losses. 7
The partnership may be unable to execute a trade before large losses
are incurred due to market illiquidity. 7
Changes in trading equity may adversely affect performance. 7
Failure of commodity brokers or banks could result in loss of assets. 7
When trading in foreign exchanges, if the creditworthiness of the other
parties is not maintained, we may lose the value of our positions in
those markets. 7
Options trading is highly risky and requires less equity to secure a
trade, thus providing greater potential for loss. 8
If the price of a contract changes dramatically, we may not be able to
exit the position without sustaining substantial loss due to government
imposed price limits. 8
We may not be able to compete with others with greater resources. 8
Resignation of Mrs. Pacult as a general partner and subsequent failure
of Ashley to maintain its net worth may cause suspension of trading or
taxation as a corporation. 8
The general partner will not advise you, and you must rely upon your
own investment counsel before investing in the partnership. 9
The partnership is not covered by the Investment Company Act of 1940. 9
Possibility of audit - you may be subject to audit and penalties. 9
General partner may settle IRS claim not in your best interest. 9
You may be subject to back taxes and penalties. 9
The general partner may raise the incentive fee to 27% without prior
notice to you. 9
Conflicts Of Interest 9
General partner, the commodity trading advisor, the introducing broker
and their principals may preferentially trade for themselves and
others. 9
Possible retention of voting control by the general partner may limit
your ability to control issues. 9
The general partner is not likely to resign, even if it would be in
your best interest. 10
Partnership fees may be higher than they would be if they were
negotiated. 10
Our profitability may be limited due to competition among the traders
for similar trades and their unaccountability for previous losses.
10
Your ability to redeem your partnership interests may be lessened due
to the nature of the general partner's compensation. 10
The commodity trading advisor may engage in high risk trading to
generate fees. 10
Mrs. Pacult has sole control over the time she will allocate to the
management of the affairs of the partnership. 10
No Resolution Of Conflicts Procedures 11
Interests Of Named Experts And Counsel 11
Management's Discussion And Analysis 11
The Partnership 11
The General Partners 11
Experience 11
Authority 12
Partnership Books and Records 12
The Commodity Trading Advisor 12
The Advisory Contract 12
Business Objective And Expenses 12
Explanatory Notes: 13
Securities Offered 14
You, the Investor: 14
Your subscription agreement and check: 14
Management's Discussion 14
Description of Intended Operations 14
Risk Control 14
Trading Risks 15
Fiduciary Responsibility Of The General Partner 15
Indemnification 16
Provisions of Limited Partnership Agreement 16
Provisions of Law 16
Provisions of Federal and State Securities Laws 16
Provisions of the Securities Act of 1933 and NASAA Guidelines 17
Provisions of the Clearing Agreement 17
Other Indemnification Provisions 17
Relationship With The Futures Commission Merchant And The Introducing
Broker 17
Fixed Commissions are Competitive 17
Relationship With The Commodity Trading Advisor 17
The Commodity Trading Advisor Will Trade For Other Accounts 17
Non-Disclosure Of The Commodity Trading Advisor's Methods 18
Charges To The Partnership 18
Compensation Of General Partner 18
Compensation Of The Commodity Trading Advisor 18
Restrictions on Management Fees 18
Fees To Futures Commission Merchant And Compensation of Introducing
Broker 19
Fee Paid By Partnership To The Introducing Broker 19
Brokerage Fees Paid By Introducing Broker To The Futures Commission
Merchant 19
Trailing Commissions Paid To Others 19
Fee To Introducing Broker 19
Miscellaneous Fees To Futures Commission Merchant 19
Rights of General Partner 19
Other Expenses 20
Charges To The Partnership 20
Investor Suitability 21
Potential Advantages 21
Equity Management 21
Investment Diversification 21
Limited Liability 21
Administrative Convenience 21
Access To The Commodity Trading Advisor 21
Use Of Proceeds 21
Determination Of The Offering Price 22
The General Partner 22
Identification 22
Shira Del Pacult 22
Ownership In Commodity Trading Advisor And Futures Commission Merchant
23
Trading By The General Partner; Interest In The Pool 23
No Prior Performance And Regulatory Notice 23
Trading Management 23
No Affiliation With Commodity Trading Advisor 23
Rights of the General Partner With Respect To Commodity Trading Advisor
Selection And Allocation Of Equity 23
Performance Record of the Partnership 24
The Commodity Trading Advisor - Clarke Capital Management, Inc. 24
Business Background 24
Description Of Trading Program 25
Performance Record Of Other Programs Sponsored By The General Partner 29
Performance Record of Fremont Fund, Limited Partnership 29
Performance Record Of Bromwell Financial Fund, Limited Partnership
29
Performance Record of Auburn Fund, Limited Partnership 30
The Futures Commission Merchant 31
Federal Income Tax Aspects 31
Scope Of Tax Presentation 31
No Legal Opinion As To Certain Material Tax Aspects 32
Partnership Tax Status And Net Worth Of The General Partner 32
No IRS Ruling 32
Tax Opinion 32
Passive Loss And Unrelated Business Income Taxes Rules 33
Basis Loss Limitation 33
At-Risk Limitation 33
Income And Losses From Passive Activities 34
Allocation Of Profits And Losses 34
Taxation Of Futures And Forward Transactions 34
Section 988 Foreign Currency Transactions 35
Capital Gain And Loss Provisions 35
Business For Profit 35
Self-Employment Income And Tax 35
Individual Alternative Minimum Tax 35
Interest Related To Tax Exempt Obligations 35
Not A Tax Shelter 35
Taxation Of Foreign Partners 35
Partnership Entity-Audit Provisions-Penalties 36
Employee Benefit, Retirement Plans And IRA's 36
The Limited Partnership Agreement 36
Formation Of The Partnership 36
Units of Partnership Interests 36
Management Of Partnership Affairs 37
General Prohibitions 37
Additional Offerings 37
Partnership Accounting, Reports, And Distributions 37
Federal Tax Allocations 37
Transfer Of Partnership Interests Only With Consent Of The General
Partner 38
Termination Of The Partnership 38
Meetings 38
Redemptions 38
Plan For Sale Of Partnership Interests 39
The Selling Agent 39
Escrow 39
Subscription Procedure 39
Subscription Amounts 40
Revocation and Acceptance of Subscription 40
Net Worth Tests 40
Investor Warranties 40
Legal Matters 40
Litigation And Claims 40
Legal Opinion 41
Experts 41
Additional Information 42
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Notice To All Purchasers
Until 90 days after the date hereof, all dealers effecting transactions in
the Units, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters or best efforts sellers.
The selling agent and additional sellers must also deliver any supplemented
or amended prospectus issued by the partnership.
No dealer, salesman, officer, employee or agent of the partnership or the
general partner and or any other person has been authorized, in connection
with this offering, to give any information or to make any representations
other than those contained in this prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the partnership, the general partner, the selling agents, or
any other person connected with this offering. This prospectus speaks as of
the date of its issuance. Neither the delivery of this prospectus nor any
sale made hereunder shall, under any circumstances, create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof or that there has been no change in the affairs of the
partnership since the date of this prospectus. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any Units by
anyone in any state in which such offer, solicitation, or purchase is not
authorized or in which the person making the offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such
offer or solicitation.
The regulations of the Commodity Futures Trading Commission require that no
commodity pool operator may solicit, accept or receive funds, securities or
other property from a prospective participant in a commodity pool without
first delivering a disclosure document (this "prospectus") to such
prospective participant. The general partner must furnish all partners
annual and monthly reports complying with Commodity Futures Trading
Commission and National Futures Association requirements. The annual reports
will contain certified and audited, and the monthly reports unaudited,
financial information in regard to the operation of the partnership and its
general partner.
Atlas Futures Fund, Limited Partnership, is not a mutual fund and is not
subject to regulation under the Investment Company Act of 1940. Consequently,
investors will not have the benefit of the protective provisions of such
legislation.
Investors must rely on their own examination of the issuer and the terms of
the offering, including the merits and risks involved. Investors should be
aware that they will be required to bear the financial risks of this
investment for an indefinite period of time. The Units may be sold,
assigned, transferred or otherwise disposed of only in accordance with the
terms of the limited partnership agreement, which includes the required
consent of the general partner. No public market exists or is expected to
develop for the Units and, consequently, prospective investors who desire
liquidity should not purchase the Units. Each investor (purchaser of Units)
must meet the following suitability standards: (i) an investor must have (a)
had an annual gross income in excess of $45,000 in the last calendar year and
reasonably expects to have gross income in excess of $45,000 for the current
year together with a net worth, exclusive of principal residence, home
furnishings, and automobile of $45,000; or (b) the investor has a net worth
(exclusive of principal residence, home furnishings and automobile) in excess
of $150,000; and (ii) the investor is represented by a purchaser
representative or otherwise demonstrates to the general partner sufficient
knowledge to accept the risks of this investment. A general partnership or
other entity making investment or the donor of a, qualified pension, profit-
sharing or Keogh employee plan, must meet the financial suitability
requirements prescribed for natural persons. "Accredited investors", as that
term is defined under regulation D of the act, who have a net worth in excess
of $1,000,000 are deemed to have such knowledge and experience in financial
business matters as to be capable of evaluating the merits and risks of the
proposed investment and, at the time of purchase of a $25,000 Unit, can
afford a complete loss.
The act and the securities laws of certain states grant purchasers of
securities sold, either in violation of the registration or qualification
provisions of such laws or within certain time limitations, the right to
rescind their purchase of such securities and to receive back their
consideration paid, plus interest. Many of these laws which grant the right
of rescission also provide that suits for such violations must be brought
within a specified time, usually one year from discovery of facts
constituting such violation. Should any investor institute an action on the
theory that the offering conducted as described herein was required to be
registered or qualified, the partnership will contend that the contents of
this prospectus provided notice of sufficient facts to commence the time from
which an action for rescission should have been brought. Also, should any
investor contend the offer was not qualified for presentation or the investor
not suitable to make such investment, the general partner will plead reliance
upon the information supplied by the investor in the subscription documents
and the information supplied by the general partner to the investor in this
prospectus.
Specific Notices
Notice to California Investors
California residents are required to have a liquid net worth of $225,000
(exclusive of home, furnishings and automobiles) or an annual income of
$60,000 and a liquid net worth of $60,000 (computed similarly as above) to be
able to purchase partnership interests in this commodity pool. The transfer
of the limited partnership interests offered and sold pursuant to this
offering can not be resold or transferred without permission of the general
partner and fulfillment of other terms and conditions contained in the
partnership agreement. Accordingly, (a) the limited partnership, as issuer
of a security upon which a restriction on transfer has been imposed must
cause a copy of rule 260.141.11 to be delivered to each issuee or transferee
of such security at the time the certificate evidencing the security is
delivered to the issuee or transferee; and, (b) it is unlawful for the holder
of any such security to consummate a sale or transfer of such security, or
any interest therein, without the prior written consent of the commissioner
(until this condition is removed pursuant to section 260.141.12 of these
rules), except as provided in the code. The certificates, whether upon
initial issuance or upon any transfer, shall bear on their face, in capital
letters of 10-point size, as follows: "it is unlawful to consummate a sale
or transfer of this security, or any interest therein, or to receive any
consideration therefore, without the prior written consent of the
commissioner of corporations of the state of California, except as permitted
in the commissioner's rules".
Notice to Michigan Investors
Investors who are residents of Michigan are required to have a net worth of
$225,000 or net worth of $60,000 and taxable annual income of $60,000 to be
eligible to invest in this offering of partnership interests in a commodity
pool. Net worth in all cases must be calculated exclusive of home, home
furnishings and automobiles. In addition, no more than ten percent (10%) of
the investor's net worth may be invested in this limited partnership.
Notice to Oregon Investors
Investors who are residents of Oregon are required to have a net worth of
$225,000 or net worth of $60,000 and annual income of $60,000 to be eligible
to invest in this offering of partnership interests in this commodity pool.
Notice to Tennessee Investors
Tennessee residents are required to have a liquid net worth of $225,000
(exclusive of home, furnishings and automobiles) or an annual income of
$60,000 and a liquid net worth of $60,000 (computed similarly as above) to be
able to purchase partnership interests in this commodity pool.
Notice to Texas Investors
Texas residents are required to have a liquid net worth of $225,000
(exclusive of home, furnishings and automobiles) or an annual income of
$60,000 and a liquid net worth of $60,000 (computed similarly as above) to be
able to purchase partnership interests in this commodity pool.
Notice to foreign investors
The securities have been registered with the United States Securities and
Exchange Commission and several selected states. However, the securities may
not be offered, sold, renounced or transferred, directly or indirectly, in
the United States of America, its territories, possessions, and all areas
subject to its jurisdiction ("United States" or in Canada (collectively,
"North America"), or to or for the benefit of any person who is a national
citizen or a resident or normally a resident thereof, the estates of such a
person or any corporation or other entity created or organized under any law
of the United states or Canada or any political subdivision thereof
(collectively referred to as "North American persons") unless (i) the
securities are duly registered under the applicable state act, or (ii) an
exemption from registration under the applicable state act and the company
has received an opinion of counsel to such effect reasonably satisfactory to
it, or (iii) such securities are sold on foreign exchange in accordance with
procedures approved by such foreign stock exchange.
Summary of the Offering
This summary is to assist your understanding of the offer. To be certain you
have a full understanding of the risks of this investment, you must carefully
review the entire document, including the exhibits.
The Partnership
Atlas Futures Fund, Limited Partnership:
* is a Delaware limited partnership organized on January 12, 1998
* maintains its main business office at 5916 N. 300 West, Fremont, Indiana
46737, (219) 833-1306 with duplicate copies of its financial records kept
with James Hepner, CPA, 1824 N. Normandy, Chicago, IL 60635, (773) 804-0074
* is operated pursuant to a limited partnership agreement which is included
as Exhibit A
* is managed and controlled by Ashley Capital Management, Inc., a Delaware
corporation, and Shira Del Pacult, who we collectively refer to as the
general partner.
The general partner employs independent registered trading managers called
commodity trading advisors to select trades for the partnership
Description of Securities Offered for Sale
By our previous prospectuses, we sold a total of $6,281,870 of partnership
interests at a value per unit that was initially established by the general
partner at $1,000. We are currently offering an additional $8,718,130, to
bring the total offered since the commencement of sales to $15,000,000. The
balance of the interests will be sold at the partnership's net asset value per
partnership interest on the close of business on the last day of the month in
which the subscription agreement is received.
Plan For Sale of Partnership Interests And Use of Escrow
All sales will be made through a broker dealer that will use its best efforts,
which means it will try, but not guarantee, to sell all the partnership
interests. To have good funds available on the last day of the month when
your subscription will be accepted, the corporate general partner will
maintain an escrow account at Star Financial Bank, Angola, IN to hold your
subscription from the date of submission to the date you become a partner.
Subscription Procedure
To purchase partnership interests, you must:
* complete and execute a subscription agreement (Exhibit D), and deliver
your executed subscription documents and check for your investment, which
should be made payable to "Escrow Account for Atlas Futures Fund, LP"
* pay for at least $25,000 in partnership interests, though the general
partner may reduce this amount to not less than $5,000.
And you must have the higher of:
* the minimum net worth and income provided in the Notice to Residents of
the State of your residence if it is listed at the front of this prospectus
* or, either of the following:
* a minimum net worth, exclusive of your home, home furnishings and
automobiles, of $150,000, or
* a minimum annual gross income of $45,000 and a minimum net worth of
$45,000, both exclusive of your home, home furnishings and automobiles.
The State where you live may impose a higher net worth and income requirement
although it is not listed in the front of this prospectus.
Who Will Benefit From An Investment In The Partnership
You are likely to benefit from an investment in the partnership if you want
to diversify your portfolio and if you have investment money available that
you can afford to lose without adverse consequences to your ability to
support your family and your lifestyle. This investment presents the
opportunity to participate in markets which are typically not represented in
most investors' portfolios and which can be profitable in both rising and
falling markets.
However, if you cannot afford the risk of losing your entire investment in
this partnership, you should not purchase these partnership interests.
Business Objectives and Expenses
We are organized to be a commodity pool to engage in the speculative trading
of:
* futures and forward contracts, which are instruments designed to permit
producers to hedge or investors to speculate in various interest rates,
commodities, currencies, stock indices and other financial instruments
* options on futures and forward contracts, which give the purchaser the
right to acquire or sell a given contract at a specified time at a specified
price, and
* other financial instruments.
We do not anticipate you will receive distributions and cannot guarantee that
we will meet our objectives or avoid substantial losses.
We are subject to substantial charges. To return after one year an initial
investment at $1,170.10 per unit of partnership interest, we must earn a
profit of 20.02%, or $234.20 per partnership interest. Although you will not
receive distributions, you will pay Federal, state and local taxes upon the
profits earned by the partnership, if any.
Summary Risk Factors
Investment in the partnership interests is speculative, illiquid, and highly
risky. You should purchase partnership interests only if you can afford to
lose your entire investment. For a complete description of the risks of an
investment in the partnership, see the Risk Factors section beginning on page
5.
* Our business is the speculative trading in futures and forward contracts,
and options on those contracts, selected by a registered commodity trading
advisor. This trading is highly leveraged and takes place in very volatile
markets.
* Past results of the commodity trading advisor and the general partner do
not guarantee future results.
* This partnership pays substantial fixed management fees and commission
costs. There is no guarantee that you will receive a return on your
investment.
* The individual general partner was the general partner of another
commodity pool, Fremont Fund, LP, which was not profitable for four years
and was closed in August, 2000.
* Transfer of your partnership interests will be restricted and there are
limitations on your right of redemption to surrender your partnership
interests in return for their value. No public market for the partnership
interests exists and none is expected to develop.
* This partnership will not make distributions. To receive a return on
your investment, you must use our redemption procedure.
* Although you will not receive distributions, you must pay Federal and
state income taxes on your share of any profits earned by this partnership.
* The general partner and affiliates have conflicts of interest with regard
to the management of this partnership. Specifically, the general partner is
affiliated with the selling agent, and no due diligence will be performed.
* The general partner has limited experience in the management of commodity
pools.
Charges To The Partnership
The following table identifies who is paid by the partnership, what they do
for the partnership, and their rate of compensation:
<Table>
Entity Nature of Service Amount of Compensation
The general partner Manages the partnership 2% annual management fee, paid
(Ashley Capital Management, Inc. monthly, of net asset value to
and Mrs. Shira Pacult) Ashley.
The commodity trading advisor Makes trades for the partnership 25% quarterly incentive fee on all
(Clarke Capital Management, Inc.) new net profits it has generated
(this includes all profits generated
during the quarter, adjusted for
changes in trading equity and losses
in previous quarters)
The introducing broker Negotiates and pays trading 9% annual charge, paid monthly, on
(Futures Investment Company costs; assumes credit risk of the assets on deposit with the
as a National Futures Association the partnership to the futures futures commission merchant. If
registered introducing broker) commission merchant money remains after payment of
clearing costs to the futures
commission merchant, 6% is paid to
Mrs. Pacult as a trailing commission
for maintaining investment in the
partnership
The futures commission merchant Accepts trades from the advisor, From its 9%, the introducing broker
(Refco, Inc.) clears the trades; holds the pays the futures commission merchant
partnership's trading equity monthly for the per round turn
commissions incurred by the trading
advisor.
The selling agent Solicits investment in the partnership You pay a 6% selling commission in
(Futures Investment Company as a addition to the cost of the
National Association of Securities partnership interests when your
Dealers registered broker/dealer) purchase is accepted.
Lawyers and Accountants Continuing legal and accounting The annual accounting and legal
(The Scott Law Firm, P.A., work costs are estimated to be $18,000
Frank L. Sassetti & Co., and $5,000, respectively.
James D. Hepner & Co.)
</Table>
Use Of Proceeds
The partnership has paid $78,556 for organizational and offering expenses.
Upon the sale of additional partnership interests, we will charge the new
limited partners their allocated portion of the previously paid expenses to
reimburse the prior partners. This will be done as follows:
The incoming partners' subscriptions, less commissions, will be divided by
the amount of the total subscriptions, less commissions, made by both the
incoming and the prior partners to obtain the percentage of the costs to be
paid by all partners. This percentage will be multiplied by the organization
cost to produce the dollar amount to be deducted from the subscription of the
incoming partners. The cash produced by that deduction will be added to the
net asset value of the partnership. This will result in an increase in the
net asset value for all partnership interests previously sold. The cash
subscription amount remaining for each incoming partner will be used to
purchase partnership interests at the increased net asset value. The
incoming partners will join with the previously admitted partners to share in
the increase of net asset value that results from the admission of future
partners until either the maximum number of partnership interests are sold or
the offering terminates.
As of March 31, 2002, prior partners paid 1.6% of their total investment in
the partnership for offering expenses. Should the maximum of $15,000,000 in
total partnership interests be sold, every partner will have been allocated
approximately 0.5% of their total investment to pay for offering expenses.
The general partner will apply all partnership assets not allocated to pay
expenses toward trading commodities and cash reserves.
Selection Of Commodity Trading Advisor And Allocation Of Equity
The general partner has selected Clarke Capital Management, Inc. to serve as
commodity trading advisor to the partnership. The trading advisor is solely
responsible for making trades, and neither the general partner nor you will
have notice or the opportunity to approve the trades made. The advisor is
expected to make short sales on behalf of the partnership. The general
partner, without prior notice to you, may terminate or add trading advisors,
or change the amount of equity allocated to any advisor.
Federal Income Tax Aspects
Although you will not be paid distributions, you will have to pay income
taxes on profits and interest, if any.
Redemptions
You may request the general partner to accept the surrender of your
partnership interests for cash. The general partner will try to comply with
all redemption requests, but may not be able to do so because of insufficient
liquid assets. No redemptions will be made during the first 6 months of your
investment. We will charge 4% of the redeemed partnership interests' value
if you request redemption before the end of the 6th month. After the sixth
month, we will reduce the redemption fee by 1% for every 6 months you remain
in the partnership. See, The Limited Partnership Agreement, Redemptions.
Diagram of Partnership Structure & Commissions
Atlas Futures Fund, Limited Partnership
Please see the previous table under Charges to the Partnership for a
description of the below parties.
[Diagram ommitted]
The Risks You Face
Investment in the partnership interests is speculative, illiquid, and highly
risky. You should purchase partnership interests only if you can afford to
lose your entire investment. All of the following risks, except payment of
fixed expenses, are present without regard to the amount of partnership
interests sold.
The individual general partner has 4 years of prior operation experience,
and the corporate general partner has limited experience.
Ashley Capital Management, Inc., the corporate general partner, has not
previously operated a commodity pool or engaged in any other business, and
has only operated this pool since October, 1999. Mrs. Pacult, the other
general partner, is the individual general partner of two other commodity
pools, Bromwell Financial Fund, LP, which commenced business in July, 2000,
and Fremont Fund, LP, which she operated for 4 years before it closed in
August, 2000. She also has over twenty years of experience selecting
commodity trading advisors and explaining to investors how individual managed
futures accounts are administered.
We must pay substantial charges, which may limit your ability to receive a
return on your investment.
We must pay substantial charges, which must be paid before you will realize a
profit. They are:
* fixed brokerage commissions of 9% per year upon the assets on deposit
with the futures commission merchant that includes a yearly trailing
commission of 6% to the introducing broker
* a sales commission of 6% to the selling agent
* a management fee to the general partner of 2% per year of our net assets
* yearly expenses estimated at $23,000, of which $18,000 is paid for
accounting and audit services and $5,000 is paid for legal services
* variable operating expenses such as incentive fees to the commodity
trading advisor, telephone, postage, and office supplies, and
* extra-ordinary expenses such as claims and defense of claims from brokers,
partners, and other parties.
The incentive fees are determined on a quarterly basis and are paid to the
commodity trading advisor. We may be subject to substantial incentive fees
in the initial quarters of any given year which will not be refunded, even if
we experience subsequent losses which produce a net loss for that year. See
Charges to the Partnership.
You may not transfer your partnership interests and must rely on our
redemption procedures to receive your investment back.
You can assign or transfer your partnership interests only with the consent
of the general partner, which will be granted only to immediate members of
the family, upon death of the owner or other limited circumstances. See The
Limited Partnership Agreement, Transfer Of Units Only With Consent Of The
General Partner and the Limited Partnership Agreement (Exhibit A).
Therefore, you must rely on our redemption procedures to receive your initial
investment adjusted to reflect profits, payment of expenses, and losses. See
The Limited Partnership Agreement, Redemptions.
Your right of redemption is limited.
Our redemption procedures provide:
* the redemption amount will be based upon the net asset value of the
partnership interests as calculated at the end of the month in which the
redemption request is received
* you will be charged a fee that decreases with time over the first two
years of your investment
* it must be approved by the general partner, and
* it may not be granted if we do not have enough liquid assets.
Subject to the foregoing limitations, the general partner attempts to grant
all redemption requests within twenty days after the last day of the month in
which the redemption request was received. You may be prevented from
redeeming your partnership interests before they are significantly devalued.
See The Limited Partnership Agreement, Exhibit A, Redemptions.
Further, substantial redemption requests could adversely affect us by:
* the liquidation of positions too rapidly or on unfavorable terms which
prevent us from satisfaction of all redemption requests, or
* the reduction of our available trading equity at a time when we have an
opportunity to earn substantial profit.
The partnership depends upon Mrs. Pacult, and her absence could cause the
partnership to cease operations.
You will be relying entirely on the ability of the general partner to select
and monitor the commodity trading advisor selected for the partnership. Mrs.
Pacult is the individual general partner and the sole principal and officer
of the corporate general partner. If Mrs. Pacult becomes unable to perform
her duties, we could be required to cease operations and trading until a
replacement for her is found.
General partner and commodity trading advisor will serve other businesses and
may not have adequate time to devote to the partnership.
Both general partners expect to manage additional pools in the future that
may use the commodity trading advisor. Thus, they may use trading methods
similar to ours. They may also use Futures Investment Company, the
introducing broker, to negotiate better terms for clearing and other
services. The commodity trading advisor currently manages other commodity
accounts and may manage new accounts, including personal accounts and other
commodity pools. Although the commodity trading advisor intends to use
similar trading methods for all accounts it manages, it may vary those
methods slightly. We cannot guarantee our trading results will be similar to
or better than any of the trading advisor's other accounts. Our business
could be adversely affected by the failure of either Mrs. Pacult, who is the
individual general partner and also the sole principal of the corporate
general partner, or the trading advisor to devote sufficient time to the
partnership affairs. See Risk Factors, Trading Management, and The Commodity
Trading Advisor.
There are conflicts of interest in the partnership structure which may limit
our profits.
Before investing in this partnership, you must consider the actual and
potential conflicts of interest that exist in our structure and operation.
Specifically, Mrs. Pacult is also a principal of Futures Investment Company,
the introducing broker and selling agent. Therefore, the general partner
will probably not replace Futures Investment Company as the introducing
broker because:
* it is paid 9% in fixed commissions to pay round-turn brokerage
commissions and trailing commissions, and
* the introducing broker pays her 6% in trailing commissions.
In addition, because the selling agent is affiliated with the general
partner, no independent due diligence of this offering will be conducted for
your protection. See Risk Factors, Conflicts of Interest, and the Limited
Partnership Agreement (Exhibit A).
You will be taxed on profits regardless of whether they are distributed.
We do not intend to make cash distributions from profits. Regardless of
whether distributions have been made, if we realize profits for a fiscal
year, you will pay taxes.
You will have to pay taxes on profits in a current year which may be lost in
future years.
We might sustain losses that offset our profits after the end of the year.
So you might never receive a distribution equal to your share of our prior
year's taxable income. See Federal Income Tax Aspects and The Limited
Partnership Agreement (Exhibit A).
If the general partner selects a new trading advisor, it may not be as
profitable as the one replaced, and the new advisor will not be responsible
for recouping any previous losses.
We rely upon a single commodity trading advisor to generate profits pursuant
to an Advisory Contract and Power of Attorney (Exhibit F). Either the
general partner or the trading advisor may terminate the relationship at any
time. If this happens, or if the trading advisor becomes unable to serve us
for any other reason, the general partner would have to find one or more
alternate trading advisors. We cannot guarantee that any alternate trading
advisor will trade as profitably as the original trading advisor, or that it
would be retained on terms which are as favorable. Also, any new trading
advisor will not be obligated to recoup losses, if any, incurred by the prior
trading advisor before it is paid incentive fees.
The general partner may change the commodity trading advisor and its
allocation of equity without notice.
Without prior notice to you, the general partner may change the commodity
trading advisor and the amount of equity allocated to it at any time, for any
reason.
You will not participate in management and may not contest the business
decisions of the general partner.
You may not manage or conduct our business in any way or you would be deemed
a general partner, which is not allowed by the Limited Partnership Agreement
(Exhibit A). Accordingly, you are bound by the business decisions of the
general partner.
Commodity futures trading is speculative.
Commodity futures, forward, and option contract prices are highly volatile.
Specifically:
* price movements are influenced by such unpredictable variables as:
changes in supply and demand; weather; agricultural trade, fiscal, monetary
and exchange control programs and policies of governments; national and
international political and economic events; and, changes in interest rates,
governments, exchanges, and other market authorities that intervene to
influence prices
* even if the analysis of the fundamental conditions by a commodity trading
advisor is correct, prices still may not react as predicted
* it is possible for most of our open positions to be unprofitable at the
same time
* price changes may reach a limit upon which trading rules require a
suspension of trading for a specified period of time. It is possible for
these limits to be reached in the same direction for successive days. This
may prevent us from exiting a position, and when the market reopens, we could
suffer a substantial loss on the position.
* losses are not limited to the margin allocated to hold the position and
may exceed the total equity in our account.
During partnership trading, a small price movement can lead to large losses.
A small amount of money, called margin, must be deposited to hold or short a
contract relative to its value. The margin amount is typically between 3%
and 20%. This permits a large percentage gain or loss relative to the margin
deposit. For example, if at the time of purchase, 5% of the futures contract
price is deposited as margin, a 5% decrease in the position's value will
cause a loss of all the equity allocated to the trade, which could equal the
entire value of the account. The losses could be substantially more than the
margin deposited and the total value of the account.
The general partner does not control the trading advisor or its methods and
may not be able to prevent large losses.
The commodity trading advisor enters trades on our behalf directly with the
futures commission merchant. The general partner does not know the trades
before they are made, nor does it know the trading advisor's methods, the
number of contracts bought or sold, or the margin required. The trading
advisor will not notify the general partner of any modifications, additions
or deletions to its trading methods and money management principles. We may
suddenly suffer large losses before the general partner knows remedial action
must be taken.
The partnership may be unable to execute a trade before large losses are
incurred due to market illiquidity.
It is not always possible to execute a buy or sell order. Such illiquidity
can be caused by:
* a lack of interest in the contract caused by market conditions which
produce no persons willing to buy or sell, or
* the suspension of trading which may occur because the price limit for a
contract has been reached.
Most United States commodity exchanges limit price movement in a single
direction by rules referred to as price limits. Once these limits have been
reached, no trades may be executed at prices beyond the limits for a
specified amount of time, usually until the next trading day. However, given
sufficient price movement the following day, price limits may be imposed
again. Accordingly, price limits may be in effect for protracted time
periods. No trading may be made in the direction of the price movement while
the limit is in place. The frequency of the imposition of price limits or
the length of time they will be in effect cannot be predicted. This causes
illiquidity and exposure to substantial losses. These losses could exceed the
total equity in our account.
Changes in trading equity may adversely affect performance.
Commodity trading advisors often are unable to adjust to changes in the
amount of money they manage. This is because:
* the larger amount of equity under management requires larger trades to be
made, which may be more difficult to execute
* there are legal limits called position limits upon the number of
positions that may be taken on a particular commodity, and
* it may be more difficult to scale in positions, which is when a trading
advisor takes positions at different prices at different times and then
allocates those positions on a ratable basis when a change in its allocated
equity occurs.
See Appendix I for the full definitions of position limits and scale in
positions.
The commodity trading advisor will not limit the total equity it accepts and
may suffer losses which cause a withdrawal of the equity it manages. A
commodity trading advisor's rate of return tends to decrease as the amount of
equity under management increases.
Failure of commodity brokers or banks could result in loss of assets.
If the futures commission merchant or other entity with which our money is on
deposit becomes bankrupt, we might only recover some, if any, of the equity
in our account. The deposits in our bank accounts will be insured for only
$100,000 and payment on insured deposits may be delayed.
When trading in foreign exchanges, if the creditworthiness of the other
parties is not maintained, we may lose the value of our positions in those
markets.
Trading commodities involves entering a contract, or option to contract, for
the delivery of goods or money at a future date. The value of the contract
or option depends directly upon the creditworthiness of the parties. The
commodity trading advisor trades commodities on United States commodity
exchanges, foreign commodity exchanges, and the inter-bank currency markets.
The commodity exchange contracts and options traded on United States
exchanges are guaranteed by the members' credit. Contracts and options upon
foreign commodity exchanges and the inter-bank currency markets are usually
not regulated by specific laws and are backed only by the parties to the
contracts. It is possible for a price movement in a particular contract or
option to be large enough to destroy the creditworthiness of
* the contracts and options issued by a particular party, or
* all of the contracts and options of an entire market.
In that situation, we could lose the entire value of a position with little
recourse to regain any of its value.
Options trading is highly risky and requires less equity to secure a trade,
thus providing greater potential for loss.
We expect to trade options, both puts and calls. After a position is taken,
a liquid market may not exist for any particular commodity option or at any
particular time. In an illiquid market, we may not be able to buy or sell to
offset, or liquidate, the positions we have taken.
Options trading allows us to trade with less equity on deposit. Accordingly,
the risk of loss of the entire account is great.
If the price of a contract changes dramatically, we may not be able to exit
the position without sustaining substantial loss due to government imposed
price limits.
The Commodity Futures Trading Commission and the United States commodity
exchanges have established limits referred to as Speculative Position Limits
or Position Limits. These are different from the price limits described
before. They are limits on the maximum net long or net short futures or
options positions which any person or group of persons may own, hold, or
control in futures contracts. The positions taken among all commodity
accounts owned, controlled or managed by a trading advisor and its principals
are combined for position limit purposes. Thus, a trading advisor may not be
able to hold sufficient positions for us to maximize the return on a
particular trade because it may be taking similar positions for others.
We may not be able to compete with others with greater resources.
Commodity futures trading is highly competitive. We compete with others who
may have
* greater experience
* more extensive information about developments affecting the futures
markets
* more sophisticated means of analyzing and interpreting the futures
markets, and
* greater financial resources.
Those with greater experience and financial resources have a better chance at
trading profitably. For instance, we will not maintain a warehouse to take
delivery of commodities and will not have a large capital base to allow us to
hold positions through bad times.
Resignation of Mrs. Pacult as a general partner and subsequent failure of
Ashley to maintain its net worth may cause suspension of trading or taxation
as a corporation.
The North American Securities Administrators Association has established
guidelines for commodity pools structured as limited partnerships. Those
guidelines require that a sole corporate general partner maintain a net worth
during the offering period of either 5% of the offering amount or not less
than $50,000, but in no case no more than $1,000,000. Ashley presently has
insufficient capital to meet this guideline and, therefore, the loss of Mrs.
Pacult as an individual general partner could result in the suspension of
sales in states which follow the guidelines.
Any general partner wishing to voluntarily withdraw from the partnership must
give 120 days prior written notice to the limited partners. If a general
partner withdraws and the limited partners or remaining general partner
elects to continue the partnership, the withdrawing general partner shall pay
all expenses incurred as a result of its withdrawal.
When the sole general partner of a partnership is a corporation, the tax
rules require conditions to be met to allow the partnership to be taxed as a
partnership and not as a corporation. To be taxed as a partnership requires
that two or more of the following tests be met:
* decentralized management
* unlimited liability
* limited transferability of shares, and
* limited continuation of existence.
If we were not taxed as a partnership, the partnership income would be taxed
at corporate rates and would be distributed to the partners as dividends.
The partnership has an individual general partner and, therefore, these
limits are not applicable. If Mrs. Pacult resigned or otherwise could not
serve as a general partner, the partnership is structured to satisfy all but
the decentralized management test and, therefore, in the opinion of the tax
counsel, would be taxed as a partnership.
Our tax status has not been confirmed by an IRS ruling. No such ruling has
been or will be requested on our behalf. If we are taxed as a corporation
for Federal income tax purposes in any taxable year(s),
* our income or loss would not be passed through to you
* we would be taxed at corporate rates
* all or a portion of any distributions made to you would be taxed to you
as dividend income, and
* the amount of such distributions would not be deductible by us in
computing our taxable income.
See Federal Income Tax Aspects.
If Mrs. Pacult resigns and Ashley becomes the sole general partner, it will
use its best efforts to satisfy the requirements necessary to permit us to be
taxed as a partnership.
The general partner will not advise you, and you must rely upon your own
investment counsel before investing in the partnership.
Purchasing partnership interests does not create an Individual Retirement
Account, commonly called an IRA, and the creation and administration of an
IRA are solely your responsibility. The assets of a retirement account
should be carefully diversified and you should only allocate high risk
capital to this partnership. If you invest a significant portion of your
retirement plan or IRA assets in this partnership, you could be exposing that
portion to significant loss. The general partner will not advise you in any
manner on an investment in this partnership, including matters of
diversification, prudence and liquidity. Accordingly, you must rely upon the
experience of qualified investment counsel you select.
The partnership is not covered by the Investment Company Act of 1940.
Stock investment companies and investment advisors must be registered under
the Investment Company Act of 1940, as amended. Because the business of the
partnership, Ashley Capital Management, Inc., Mrs. Pacult and the commodity
trading advisor involves only the trade of commodities, none of them are
required, nor do they intend, to be registered under the Investment Company
Act of 1940 or any similar state law. Therefore, you are not protected by
any such legislation. However, you are protected by the Commodity Exchange
Act, which requires the general partner and the commodity trading advisor to
be registered and otherwise protects your commodity investment in the
partnership similar to the protection the Investment Company Act offers to
stock investments.
Possibility of audit - you may be subject to audit and penalties.
If our return is audited, the IRS may make adjustments to our reported items.
If an audit results in an adjustment, you may be:
* required to file amended returns
* subject to a separate audit, and
* required to pay back taxes, plus penalty and interest.
General partner may settle IRS claim not in your best interest.
Ashley Capital Management, Inc. is named tax matters partner. This grants it
the power to settle any IRS claim on your behalf if you hold 1% or less
interest in this partnership and do not timely object to the tax matters
partner's authority, after notice. Such settlement may not necessarily be in
your best interest. See Federal Income Tax Aspects.
You may be subject to back taxes and penalties.
The Scott Law Firm, P.A., a Florida professional corporation, has delivered
an opinion to the general partner that this partnership, as it is intended
to be operated by the general partner, will be taxed as a partnership and not
as a corporation. This opinion does not include the tax treatment of
expenses to prepare the prospectus and selling expenses because they have to
be allocated between expenses attendant to formation and ordinary business
expenses by the general partner. In addition, commodity trading advisor
fees are combined with employee business expenses and other expenses of
producing income. The aggregate of such expenses is deductible only if such
amount exceeds 2% of the taxpayer's adjusted gross income. The general
partner believes that our intended operations will qualify as a trade or
business.
The general partner may raise the incentive fee to 27% without prior notice
to you.
The general partner has reserved the right to raise, without prior notice to
you, the incentive fee to a maximum of 27% while lowering the total
management fees between the commodity trading advisor and general partner to
0%. The general partner will notify you of any change in fees within seven
business days.
Conflicts Of Interest
There are present and potential future conflicts of interest in our structure
and operation you should consider before you purchase partnership interests.
The general partner will use this as a defense against any claim or other
proceeding made against Mrs. Pacult, Ashley Capital Management, Inc., the
commodity trading advisor, the futures commission merchant, the introducing
broker, or any principal or affiliate, agent or employee of any of them.
General partner, the commodity trading advisor, the introducing broker and
their principals may preferentially trade for themselves and others.
Because the general partner, the commodity trading advisor, the introducing
broker, and their principals and affiliates may trade for themselves and
others, conflicts of interest may exist or be created in the future. None of
these people are limited in trading commodities for their own account, and
you will not have access to any of their personal trading records. They
could possibly take their personal positions prior to the positions they know
they will place for you, although, they have stated they will not do so.
Possible retention of voting control by the general partner may limit your
ability to control issues.
The general partner, its principal and its affiliates may purchase an
unlimited amount of partnership interests. These persons include Mrs. Pacult
as general partner, and Mr. Michael Pacult as a principal of Futures
Investment Company, the introducing broker and selling agent. It is possible
that they could purchase enough partnership interests to retain voting
control. They could then vote, individually or as a block, to create a
conflict with our best interests. Such voting control may limit the limited
partners' ability to achieve a majority vote on such issues as:
* amendment of the Limited Partnership Agreement
* change in our basic investment policy
* dissolution of this partnership, or
* the sale or distribution of our assets.
However, neither general partner may vote on the issue of their removal.
The general partner is not likely to resign, even if it would be in your best
interest.
It is unlikely that either general partner, Mrs. Pacult or Ashley Capital
Management, Inc., would voluntarily resign, even if it would be in your best
interest, because Ashley is paid a 2% management fee and Mrs. Pacult serves
as both a general partner and the sole principal of Ashley.
Partnership fees may be higher than they would be if they were negotiated.
The management fee of 2% to Ashley Capital Management, Inc. and the 9% fee to
the introducing broker have not been negotiated at arm's length. The
introducing broker:
* accepts the credit risk of the partnership to the futures commission
merchant
* maintains the day to day contact with the general partner
* reviews the daily positions and margin requirements of the partnership
* pays the futures commission merchant's charges, and
* pays the trailing commissions to the selling agent for communicating with
the investors and maintaining investment in the partnership.
Mrs. Pacult is a principal and 50% owner of Futures Investment Company, the
introducing broker and selling agent. As such, Mrs. Pacult has a conflict of
interest between her obligation to manage this partnership and her financial
interest in receiving both the management fee as principal of the corporate
general partner and the trailing commissions as a registered representative
of the selling agent. From the 9% annual fee paid to Futures Investment
Company as the introducing broker, it must pay round turn brokerage
commissions to Refco, Inc., the futures commission merchant, and 2/3 of the
9% per year to the associated persons, which will include Mrs. Pacult, for
the partnership interests they sell. Any remaining portion of the 9% will be
kept by Futures Investment Company. Conversely, Futures Investment Company
will pay the futures commission merchant any round turn commissions incurred
that exceed the 9% per year.
Our profitability may be limited due to competition among the traders for
similar trades and their unaccountability for previous losses.
The general partner has sole and absolute discretion to select and terminate
commodity trading advisors. If it appoints multiple trading advisors, each
will trade independently of the others. Also, they may compete for similar
positions or take positions opposite each other, which may limit our
profitability. If a trading advisor is replaced, the new trading advisor
will receive any earned incentive fees regardless of the previous trading
advisor's performance. As incentive fees are paid based upon each trading
advisor's performance, it would be possible for us to experience a net loss
and be required to pay out incentive fees to one or more of the traders.
Your ability to redeem your partnership interests may be lessened due to the
nature of the general partner's compensation.
The general partner receives a fee based upon our net asset value, which
accounts for our total assets, including all cash and cash equivalents, less
total liabilities. This gives it an incentive to withhold distributions and
to discourage redemption. The general partner will try to honor all
redemption requests within twenty days after the last day of the preceding
month in which the request was made. However, if the partnership does not
have enough liquid assets, it may not be able to honor the request on time,
or possibly at all.
The commodity trading advisor may engage in high risk trading to generate
fees.
As a general rule, the greater the risk assumed, the greater the potential
for profit. Because the commodity trading advisor receives 25% of our new
net profits, it might select trades which are too risky for us.
Mrs. Pacult has sole control over the time she will allocate to the
management of the affairs of the partnership.
Mrs. Pacult is responsible for:
* managing this partnership
* managing two other commodity pools:
* Bromwell Financial Fund, LP, and
* Auburn Fund, LP
* selling limited partnership interests in all the above commodity pools,
from time to time
* performing other investor relations services as a principal and registered
representative of Futures Investment Company.
Mrs. Pacult has also reserved the right to trade for her own account and to
form and manage other commodity pools and ventures. Mrs. Pacult is solely
responsible for the allocation of her time to the management of this
partnership as well as the other projects she currently manages and will
manage in the future. Mrs. Pacult manages her time, in part, by the
delegation of many of the tasks, such as trade selection and preparation of
financial reports and offering documentation, to independent commodity
trading advisors, accountants, and attorneys. Mrs. Pacult believes she
presently has and will, in the future, have sufficient time to devote to the
affairs of the partnership.
No Resolution Of Conflicts Procedures
As is typical in many futures partnerships, the general partner has not and
will not establish formal procedures to resolve potential conflicts of
interest. These future potential conflicts may adversely affect both you and
us. However, the general partner has taken steps to alleviate any real or
potential conflict of interest by the establishment of segregated accounts to
hold partnership equity at the banks and futures commission merchant. Also,
the general partner has assured the selling agent that all money on deposit
is in the name of and for the beneficial use of the partnership.
The previous risk factors and conflicts of interest are complete as of the
date of this prospectus, however, additional risks and conflicts may occur
which are not presently foreseen by the general partner. You may not
construe this prospectus as legal or tax advice. Before making an investment
in this partnership, you should read this entire prospectus, including the
Limited Partnership Agreement (Exhibit A) and the subscription agreement.
You should also consult with your personal legal, tax, and other professional
advisors. See Investor Suitability.
Interests Of Named Experts And Counsel
The general partner has employed The Scott Law Firm, P.A. to prepare this
prospectus, provide tax advice and opine upon the legality of issuing the
partnership interests. Neither the law firm, its principal, any accountant,
nor any other expert hired by the partnership to give advice on the
preparation of this offering document have been hired on a contingent fee
basis. Nor do any of them have any present or future expectation of interest
in the general partner, the selling agent, the commodity trading advisor, the
introducing broker, or the futures commission merchant.
Management's Discussion And Analysis
The Partnership
Atlas Futures Fund, Limited Partnership is a Delaware limited partnership
organized on January 12, 1998 and maintains its main business office at 5916
N. 300 West, Fremont, IN 46737, (219) 833-1306. It is qualified to be a
commodity pool to engage in the speculative trading of futures, commodity
options and forward contracts on currencies, interest rates, energy and
agriculture products, metals, and stock indices.
Our business objective is to let our invested capital appreciate while
controlling losses; however, there can be no assurance that we will meet this
objective.
The partnership is managed by Ashley Capital Management, Inc., a Delaware
corporation, and Mrs. Shira Del Pacult.
We do not have officers or employees, which is why there is no report of
executive compensation in this prospectus.
We operate pursuant to the terms of the limited partnership agreement
attached as Exhibit A, which:
* grants full management control to the general partner including the right
to employ independent trading managers called commodity trading advisors, and
* will terminate at 11:59 p.m. on January 12, 2019, or upon an event causing
an earlier termination.
Except for the limited partnership agreement, the partnership may not enter
any contract with the general partner or commodity trading advisor that is
greater than one year in duration. However, all such contracts are expected
to be renewed yearly and are terminable without penalty upon sixty days, or
less, written notice by the partnership.
The General Partners
The corporate general partner is Ashley Capital Management, Inc., a Delaware
corporation incorporated on October 15, 1996. It was registered as a
commodity pool operator on January 15, 1998 and maintains its main business
office at 5916 N. 300 West, P.O. Box C, Fremont, IN 46737, (219) 833-1306.
The individual general partner is Shira Del Pacult, who was registered as a
commodity pool operator on May 27, 1999 and maintains her main business
office at 5916 N. 300 West, P.O. Box C, Fremont, IN 46737, (219) 833-1306.
Both the individual and corporate general partners, as well as the
partnership, will comply with all applicable registration requirements under
the Commodity Exchange Act as amended.
Experience
Ashley has only managed this commodity pool since its inception on January
12, 1998 and has no prior experience in managing other commodity pools. Mrs.
Pacult has been supervising individual managed commodity accounts for over 20
years and serves in several capacities in three other commodity pools, as
follows:
Commodity Pool Mrs. Pacult Serves As
- ----------------------------------------------------------------------------
Bromwell Financial Fund, LP Individual general partner and
(publicly offered, sole principal of the corporate
began operations 7/00) general partner
Auburn Fund, LP Individual general partner and
(privately offered; sole principal of the corporate
began operations 4/98) general partner
Fremont Fund, LP Individual general partner and
(publicly offered; sole principal of the corporate
began operations 11/97; general partner
stopped operation in 8/00)
Authority
Mrs. Pacult is the sole principal of Ashley Capital Management, Inc. and,
therefore, is the sole decision maker of this partnership. The signature of
either Ashley or Mrs. Pacult, individually, may bind this partnership.
The general partner is authorized to take all actions necessary to manage the
affairs of the partnership. See Article II of the Limited Partnership
Agreement attached as Exhibit A.
Partnership Books and Records
Our books and records will be maintained for six years at 5916 N. 300 West,
Fremont, IN 46737. A duplicate set of the books will be maintained by Mr.
James Hepner, Certified Public Accountant, 1824 N. Normandy, Chicago, IL
60635, (773) 804-0074. Mr. Hepner also prepares the Form K-1s for the
partnership. You may access our books and records by visiting either office
at a time convenient for both parties, and you may have copies made at that
time at ten cents per page. The general partner serves as tax partner for
the partnership. Frank L. Sassetti, & Co., 6611 West North Avenue, Oak Park,
IL 60302 conducts our annual audit, the annual audit of the corporate general
partner, and prepares our tax returns.
The Commodity Trading Advisor
To conduct trading on our behalf, the general partner has initially selected
one independent commodity trading advisor, Clarke Capital Management, Inc.
Without prior notice to you, the general partner has sole discretion to
employ additional trading advisors, terminate any trading advisor, and change
the amount of equity any advisor may trade. However, the general partner
will give you notice of any change in trading advisor within seven days of
such change. Such notice will include a description of your right to:
* redemption
* vote to amend the limited partnership agreement
* remove one or both general partners
* elect a new general partner
* cancel any contract with a general partner or any of its affiliates upon
60 days notice, and
* dissolve the partnership.
No change in trading advisor will constitute a material change to the limited
partnership agreement or the structure of our operation. Any trading advisor
employed to trade for the partnership will be registered with the Commodity
Futures Trading Commission and will have at least three years of experience
as a trading advisor.
The Advisory Contract
The general partner has assigned a substantial portion of our assets to the
trading advisor, the terms of which are governed by an advisory contract and
power of attorney between us and the trading advisor. See Exhibit F.
This agreement provides the trading advisor with a revocable power of
attorney, which gives it sole authority to determine
* the markets to be traded
* the location of those markets
* the size of the position to be taken in each market, and
* the timing of entry and exit in a market.
The agreement may be terminated, at any time, upon notice from one party to
the other and to the futures commission merchant.
Business Objective And Expenses
Our objective is to achieve the potentially high rates of return which are
possible through the speculative trading of futures, commodity options and
forward contracts. We do not expect to engage in any other business.
The general partner organized this partnership to be a commodity pool, as
that term is defined under the Commodity Exchange Act. As such, it employs
an independent commodity trading advisor to trade for us.
The general partner intends to allocate substantially all of our net assets
to the trading advisor to conduct this trading. The trading advisor
typically allocates between 20% to 30% of the trading equity assigned to it
to secure the trading positions it selects. Although we do not expect to
make distributions, you will nevertheless be required to pay yearly Federal,
state and local taxes upon income, if any, earned by this partnership.
Accordingly, you should purchase partnership interests as a long-term
investment only.
There can be no assurance that we will achieve our business objectives, be
able to pay the substantial fixed and other costs to do business, or avoid
substantial trading losses. See Charges to the Partnership.
Below is a chart explaining the expenses we expect to incur during our next
twelve months of trading beginning March 31, 2002. All interest income is
paid to the partnership. The chart below assumes the value of each unit of
partnership interest will remain constant during the next twelve months.
[The balance of this page has been intentionally left blank.]
Expenses Per Unit of Partnership Interest
For The Next 12-Month Period Of Operations
<Table>
Based Upon Current Based Upon Maximum
Net Asset Value Units To Be Sold
Units 4,976 Units ($5,473,071) 12,427 Units ($15,000,000)
Selling Price per Unit (1) $ 1,170.10 $ 1,170.10
Offering and Organizational Expenses (2) 15.79 6.32
Annual Expenses (2) 4.62 1.85
General Partner's Management Fee (3) 22.00 22.00
Trading Advisor's Management Fees (4) 0.00 0.00
Trading Advisor's Incentive Fees on
New Net Profits (4) 58.55 54.47
Brokerage Commissions and Trading Fees (5) 96.02 96.02
Selling Commission (6) 70.21 70.21
Redemption Fee (7) 33.00 33.00
Interest Income (8) (65.99) (65.99)
Amount of Trading Income Required to
Redeem Unit At Selling Price After One
Year (9) $ 234.20 $ 217.88
Percentage of Initial Selling Price
Per Unit 20.02% 18.62%
</Table>
Explanatory Notes:
(1) Investors will purchase partnership interests at the partnership's month
end net asset value per partnership interest, plus a 6% selling commission.
As of March 31, 2002, this was $1,170.10, which is the value used in the table.
(2) The partnership has paid $78,556 in offering and organizational expenses.
Your share of these expenses will be deducted from your subscription amount,
before you are assigned partnership interests, to reimburse the previously
admitted partners. See Use of Proceeds. The partnership must also pay
yearly expenses of approximately $18,000 for accounting and $5,000 for legal.
(3) The corporate general partner is paid a monthly management fee of 1/6%,
2% annually, of the net asset value of the partnership, calculated as of the
close of business of the last trading day during the previous month.
(4) The commodity trading advisor receives an incentive fee of 25% of new net
profits earned each quarter upon the trading equity assigned to it. The
$58.55 of incentive fees shown above is the amount the trading advisor would
earn if it produced enough profits to allow you to redeem your partnership
interests at the original price of $1,170.10 per unit of partnership
interest, including selling commissions, after one year.
(5) Brokerage commissions and trading fees are fixed by the general partner
at 3/4% monthly, 9% annually, of our assets on deposit with the futures
commission merchant. For purposes of this calculation, we assumed 97% of our
assets will be deposited with the futures commission merchant.
(6) A one time selling commission of 6% will be charged to you and paid to
the selling agent.
(7) The redemption fee of 3% is computed upon the assumed $1,170.10 value of
the redeemed partnership interest after one year.
(8) We earn interest on margin deposits with the futures commission merchant
and on our bank deposits. Based on current interest rates, interest income
is estimated at 6% annually of our net assets.
(9) This computation assumes there will be no claims or other extra-ordinary
expenses during the first year.
We do not represent that the above table will reflect our actual operating
expenses or interest income. There can be no assurance that our expenses
will not exceed the amounts projected or that there will not be claims or
other extra-ordinary expenses.
Securities Offered
We, Atlas Futures Fund, Limited Partnership, will offer and sell limited
partnership interests in this partnership at a value determined by the month
end net asset value of the partnership. See Determination Of The Offering
Price.
You, the Investor:
* will have:
* pro rata rights to profit and losses which will vary with your
investment amount
* the right to vote on partnership matters such as the replacement of
the general partner. See The Limited Partnership agreement attached as
Exhibit A.
* will not:
* be responsible for our debts in excess of your investment amount;
unless:
* we become insolvent; and
* you receive distributions which represent a return on your
investment, in which case you would have to return the distributions to pay
our debts
* acquire any interest in the corporate general partner, Ashley Capital
Management, Inc., and
* manage this partnership
See Plan For Sale of Partnership Interests and Subscription Requirements.
Your subscription agreement and check:
* must be approved by the general partner before you will become a partner
and will be accepted or rejected within five business days of receipt
* becomes irrevocable and may not be withdrawn five days after submission;
unless, a longer statutory withdrawal period applies to you, and
* will be deposited and held until you are admitted into the partnership in
a segregated escrow account maintained by the general partner as escrow
agent.
There cannot be any assurance that additional partnership interests will be
sold. The general partner is authorized, in its sole discretion, to
terminate this or any future offering of partnership interests.
Management's Discussion
This is the continuation of the offering of our partnership interests. We:
* may conduct future offerings after the close of this offering
* intend to raise money only through offerings, such as this one, and do
not intend to borrow any money
* must pay expenses to qualify our partnership interests for sale, such as
office equipment, fees for the preparation of this prospectus, as well as
other expenses
* allocate all our net assets to trading and other investments, except
those assets used to pay capital and operating expenses
* have no directors, officers or employees, which is why there is no report
of executive compensation in this prospectus, and
* conduct all our business through the general partner.
Description of Intended Operations
The general partner has authorized the introducing broker to select Refco,
Inc. to serve as the futures commission merchant. The partnership has
deposited its funds to the futures commission merchant to hold as security
for the trades selected by the commodity trading advisor. The futures
commission merchant has been directed to send the general partner, before the
open of business each day, a computer or fax report which describes
* the positions held
* the margin allocated, and
* the profit or loss on the positions from the date the positions were taken
Risk Control
The general partner reviews the daily transmissions provided by the futures
commission merchant and makes appropriate adjustments to the allocation of
trading equity. Based upon the amount of available trading equity, the
trading advisor has sole discretion to:
* make specific trades,
* determine the number of positions taken, and
* decide the timing of entry and departure from each trade made.
The general partner will use its best efforts to monitor the daily net asset
value of the partnership, which it will calculate from the daily information
provided by the futures commission merchant, and will make such information
available to limited partners upon request. However, the net asset value as
calculated only at the end of the last business day of each month will be
prepared by an accountant. If the daily net unit value falls to less than 50%
of the greater of
* the original $1000 selling price less commissions and other charges, or
* such higher value earned through trading,
then the general partner will:
* immediately suspend all trading
* provide you with immediate notice of the reduction in net unit value, and
* give you the opportunity, for 15 days after the date of such notice, to
redeem your partnership interests according to the provisions of Article IX,
Sections 9.5 and 9.6 of the Limited Partnership Agreement.
No trading shall commence until after such fifteen day period. See Exhibit A
attached.
Trading Risks
Most United States commodity exchanges limit daily fluctuations in commodity
futures contracts prices by regulations referred to as daily price
fluctuation limits or daily limits. Once the price of a futures contract has
reached the daily limit for that day, positions in that contract can neither
be taken nor liquidated. Commodity futures prices have occasionally moved
the daily limit for several consecutive days with little or no trading.
Such an occurrence could prevent us from promptly liquidating unfavorable
positions and subject us to substantial losses. These losses could exceed
the margin initially required to make the trade. In addition, even if
commodity futures prices have not moved the daily limit, we may not be able
to execute futures trades at favorable prices. This may be caused by light
trading in such contracts or by a sudden and substantial price move in a
futures or forward contract. These limitations on liquidity are inherent in
our proposed commodity futures trading operations. Otherwise, our assets are
expected to be highly liquid.
Except for payment of offering and other expenses, the general partner is
unaware of any anticipated:
* known demands, commitments or required capital expenditures,
* material trends, favorable or unfavorable, which will affect our capital
resources, or
* trends or uncertainties that will have a material effect on operations.
Each United States commodity exchange, with the approval of the Commodity
Futures Trading Commission, establishes minimum margin requirements for each
traded contract, which futures commission merchants require to be on deposit
before a trade will be accepted. The futures commission merchant may
increase the margin requirements above these minimums for any or all
contracts for its customers. Because we generally use a small percentage of
assets for margin, we do not believe that any increase in margin requirements
will materially affect our proposed operations. Management cannot predict
whether the value of our partnership interests will increase or decrease.
Inflation is not projected to be a significant factor in our operations,
except to the extent inflation influences futures prices.
Fiduciary Responsibility Of The General Partner
You have legal rights under Delaware partnership and applicable Federal and
state securities laws. In all dealings affecting this partnership, the
general partner has a fiduciary responsibility to you and all other partners
to exercise good faith and fairness. No contract shall permit the general
partner to contract away its fiduciary obligation under common law. The
limited partnership agreement conforms with the Uniform Limited Partnership
Act for the State of Delaware in regard to the definition of the fiduciary
duties of the general partner.
The following table summarizes your rights as an investor in this partnership
with regard to instituting legal proceedings.
<Table>
Who May Under What Against Whom To Recover Under What
Bring Action Jurisdiction What Circumstances
You, on behalf of Delaware law Third party Damages General partner has failed or
the partnership refused to institute
proceedings
You, individually, Federal or state General partner Damages Violations of fiduciary duties
or on behalf of all court by the general partner
similarly situated
limited partners
You, individually, Federal or state The general partner and Losses suffered Violations of the Federal or
as part of a class court others under the in connection state securities laws
action jurisdiction of the Federal with the
securities laws or the purchase or sale
Commodity Exchange of your partnership
Act interests
You Commodity The general partner, the Damages Violations of the Commodity
Futures Trading commodity trading Exchange Act or any rule,
Commission advisor, the introducing regulation or order of the
reparations broker or the futures Commodity Futures Trading
proceedings commission merchant Commission
</Table>
If the general partner acts in good faith and exercises its best judgment, it
will not be liable merely because we lost money or otherwise did not meet our
business objectives. Additionally, there are substantial and inherent
conflicts of interest in the partnership's structure which are inconsistent
with the general partners' fiduciary duties. The general partner intends to
raise the disclosures made in this prospectus and the representations you
make in the subscription agreement as a defense in any proceeding brought
which seeks relief based on the existence of such conflicts of interest. See
Conflicts of Interest.
The responsibility of a general partner to you and other partners is a
changing area of the law. If you have questions concerning the
responsibilities of the general partner, you should consult your legal
counsel.
Indemnification
Provisions of Limited Partnership Agreement
The limited partnership agreement protects the general partner from being
responsible or accountable for any act or omission, for which you, other
limited partners or the partnership itself may claim it is liable, provided
that:
* the general partner determined such act or omission was within the scope
of its authority and in the best interest of this partnership, and
* such action or failure to act does not constitute misconduct or a breach
of the Federal or state securities laws related to the sale of partnership
interests.
Specifically, if the general partner
* has acted within the scope of its authority and
* is being assessed a demand, claim or lawsuit by a partner or other
entity,
the partnership will defend, indemnify and hold the general partner harmless
from and against any
* loss, liability, damage, cost or
* expense, including attorneys' and accountants' fees and expenses incurred
in defense of any demands, claims or lawsuits
which were actually and reasonably incurred and arising from any
* act, omission, activity or conduct undertaken by or on behalf of the
partnership.
Provisions of Law
According to applicable law, indemnification of the general partner is
payable only if:
* the general partner determined, in good faith, that the act, omission or
conduct that gave rise to the claim for indemnification was in the best
interest of the partnership
* the act, omission or activity that was the basis for such loss,
liability, damage, cost or expense was not the result of negligence or
misconduct
* such liability or loss was not the result of negligence or misconduct by
the general partner, and
* such indemnification or agreement to hold harmless is recoverable only out
of the assets of the partnership and not from the partners, individually.
Provisions of Federal and State Securities Laws
This offering is made pursuant to Federal and state securities laws. If any
indemnification of the general partner arises out of an alleged violation of
such laws, it is subject to the following legal conditions.
Those conditions require that no indemnification may be made in respect of
any losses, liabilities or expenses arising from or out of an alleged
violation of Federal or state securities laws unless:
* there has been a successful adjudication on the merits of each count
involving alleged securities law violations as to the general partner or
other particular indemnitee, or
* such claim has been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the general partner or other particular
indemnitee, or
* a court of competent jurisdiction approves a settlement of the claims
against the general partner or other agent of the partnership and finds that
indemnification of the settlement and related costs should be made, provided,
* before seeking such approval, the general partner or other indemnitee
must apprise the court of the position held by regulatory agencies against
such indemnification. These agencies are the Securities and Exchange
Commission and the securities administrator of the state or states in which
the plaintiffs claim they were offered or sold partnership interests.
Provisions of the Securities Act of 1933 and NASAA Guidelines
The Securities and Exchange Commission and the various state administrators
believe that indemnification for liabilities arising under the Securities Act
of 1933 are unenforceable because such indemnification is against public
policy as expressed in the Securities Act of 1933 and the North American
Securities Administrators Association, Inc. commodity pool guidelines.
Provisions of the Clearing Agreement
We clear trades through our futures commission merchant, Refco, Inc.
According to the clearing agreements that governs these trades, we must
indemnify Refco, Inc. for any reasonable outside and in-house attorney's fees
incurred by it arising from any failure to perform our duties under the
clearing agreement.
Other Indemnification Provisions
The general partner has indemnified the selling agent, Futures Investment
Company, and expects to indemnify any other selling agents it selects that
there are no misstatements or omissions of material facts in this prospectus.
Relationship With The Futures Commission Merchant And The Introducing Broker
The general partner has initially engaged Futures Investment Company in two
capacities:
* As the sole broker dealer, it sells partnership interests and supervises
regulatory compliance.
* As the introducing broker, it supervises the relationship with the
futures commission merchant, including
* the negotiation of the fixed and round turn commission rates incurred
through trading via the commodity trading advisor, and
* review of the daily reports.
Mrs. Shira Del Pacult serves as:
* a stockholder, director and officer of Futures Investment Company
* a general partner and commodity pool operator to this partnership, and
* the sole principal of Ashley Capital Management, Inc., the corporate
general partner and commodity pool operator.
Futures Investment Company has engaged Refco, Inc. to act as the futures
commission merchant.
Fixed Commissions are Competitive
The general partner believes the introducing broker rates for fixed
commissions are competitive.
In that regard, the general partner is obligated by the North American
Securities Administrators Association guidelines to obtain the best
commission rates available to us. Accordingly, the general partner is free
to select any substitute or additional futures commission merchants or
introducing brokers at any time, for any reason. However, neither the
corporate general partner, nor Mrs. Pacult acting as a general partner, is
likely to dismiss the current introducing broker because of their affiliation
with Mrs. Pacult as a principal of the introducing broker.
The futures commission merchant and the introducing broker continue to act
for other commodity pools that have retained either or both of the general
partners of this partnership. Either general partner or any other commodity
pool may obtain rates to clear trades from the affiliated introducing broker
which are more favorable to their accounts, as opposed to the fixed
commissions the introducing broker charges us in lieu of round-turn
commissions.
Relationship With The Commodity Trading Advisor
The Commodity Trading Advisor Will Trade For Other Accounts
The commodity trading advisor will trade for its own account and for others
on a discretionary basis. It may use trading methods, policies and
strategies for others which differ from those used for us. Consequently,
such accounts may have different trading results from those experienced by
us.
Because the trading advisor trades for itself and others, it is possible for
it to take positions ahead of or opposite positions taken on our behalf,
which presents a potential conflict of interest. See Appendix I for Taking
Positions Ahead of the Partnership.
Pursuant to Commodity Futures Trading Commission Regulation 421.03, the
trading advisor will use the average price system for those futures and
options contracts where its use is authorized, when:
* trades taken on behalf of both the partnership and the trading advisor's
other accounts are identical, and
* the prices of such trades are different.
See Appendix I for the definition of Average Price System.
The commodity trading advisor has also informed the general partner that when
the average price system is not available, trades will be filled in order
based on the numerical account numbers, with the lowest price allocated to
the lowest account number and in numerical matching sequence, thereafter.
Non-Disclosure Of The Commodity Trading Advisor's Methods
We have provided a general description of the commodity trading advisor's
methods and strategies under The Commodity Trading Advisor, Description of
Trading Program. However, the specific details of its trading methods are
proprietary and complex in nature and will not be disclosed to us or you. No
notice will be given to you of any changes the trading advisor may make in
its trading methods. See Risk Factors, No Notice of Trades or Trading
Method.
Charges To The Partnership
As an investor in this partnership, you will pay the cost of our operation.
These charges are described in narrative form and in the chart which follows
this narrative. In this prospectus, we have disclosed all compensation,
fees, profits and other benefits, including reimbursement of out-of-pocket
expenses, which the general partner and its affiliates will earn in
connection with this offering. Most of these charges were not negotiated at
arm's length, but rather were determined by the two general partners and
their affiliates.
Compensation Of General Partner
We pay the corporate general partner, Ashley Capital Management, Inc., a
monthly management fee of 1/6%, or 2% annually, computed upon our net asset
value as of the close of business of the last trading day during the previous
month.
The general partner has reserved the right to increase its management fee to
6% per year, at its sole discretion, provided the incentive fee paid to the
commodity trading advisors is appropriately reduced. See Charges to the
Partnership, Restrictions on Management Fees.
Compensation Of The Commodity Trading Advisor
Clarke Capital Management, Inc., the commodity trading advisor, has been
allocated equity to trade, which has been deposited in an account with the
futures commission merchant. Though no management fee is currently paid to
the trading advisor, the general partner has reserved the right to change
this fee at its sole discretion. See Charges to the Partnership,
Restrictions on Management Fees.
For those quarters in which a commodity trading advisor operates profitably,
the partnership pays that advisor a 25% incentive fee based on the
new net profit produced by the trading advisor. New net profit:
* is calculated to determine how much a trading advisor has increased our
net assets through trading alone
* is based upon the net value of the equity assigned to the trading advisor
to trade
* is calculated quarterly
* is only paid when any losses in previous quarters have been offset by new
profits by the trading advisor, regardless of whether:
* the general partner has changed the trading advisor's compensation, or
* the partnership and trading advisor have entered a new contract
* is adjusted to eliminate the effects of:
* any new subscriptions for partnership interests
* redemptions by partners
* interest income paid by the futures commission merchant, and
* any other income earned on our assets which are not related to such
trading activity, regardless of whether such assets are held separately or in
a margin account.
The following hypothetical table illustrates the quarterly incentive fee that
would be earned by a trading advisor based on the net income, as calculated
above, that it has earned for the partnership.
Qtr Net Income Incentive Fee (25%)
1 $ 1,000 $ 250
2 (200) 0
3 1,000 200
4 500 125
Restrictions on Management Fees
It is possible that some of the states in which we wish to sell partnership
interests will require that we comply with the North American Securities
Administrators Association Guidelines for commodity pools. These guidelines
provide that:
* the total management fees, including that of the general partner and the
commodity trading advisor, may not exceed 6% of our net assets, and
* incentive fees based upon profits earned may not exceed 15% of new net
profits.
Without prior notice to you, the general partner has reserved the right to
raise the current incentive fee to a maximum of 27%, provided the management
fees are correspondingly lowered to 0%. However, the general partner will
notify you of any change in fees within seven business days.
Fees To Futures Commission Merchant And Compensation of Introducing Broker
Fee Paid By Partnership To The Introducing Broker
The introducing broker, Futures Investment Company, is responsible for
introduction and payment of the trades made through the futures commission
merchant, Refco, Inc. Accordingly, we pay the introducing broker a monthly
fixed commission of 3/4%, or 9% annually, upon the assets on deposit with the
futures commission merchant. See The Futures Commission Merchant.
The fixed commission which we pay is fair and reasonable. This is an area of
judgment which depends upon:
* the value of similar services provided by the same commodity trading
advisor for managed accounts and for other pools, and
* the value of similar services provided by other clearing firms for other
public commodity pools.
Brokerage Fees Paid By Introducing Broker To The Futures Commission Merchant
Refco, Inc. charges the introducing broker the round turn commission at the
time the trade is made. The round turn charge covers all clearing costs,
including the pit brokerage fees, National Futures Association fees, and
exchange fees.
Trailing Commissions Paid To Others
The introducing broker pays monthly trailing commissions to the selling
agents and introducing brokers who are qualified to provide services to us
and the investors. Such persons include Mrs. Pacult and her husband, both of
whom are principals of the selling agent, Futures Investment Company. The
monthly trailing commissions paid are 3/4% of the assets on deposit with the
futures commission merchant, and are paid by the introducing broker from the
3/4% monthly fee.
The recipients of the trailing commission are responsible for maintaining
investment in this partnership. This must be done to:
* spread the potential risk of losses over a large number of investors to
protect our ability to continue in business, and
* allow the long-term trading strategies of the commodity trading advisor to
be profitable so additional investments can be solicited.
The introducing broker pays trailing commissions to the persons responsible
for selling the partnership interests as compensation for:
* maintaining continuous contact with the partners to whom they sold
interests in the partnership
* reviewing the daily runs to be aware of the partnership results to
discuss with the investors
* explaining changes in trading advisors and results from operations
* answering questions regarding the partnership, and
* working to retain investment in the partnership.
Fee To Introducing Broker
The introducing broker is paid 3/4% monthly, or 9% annually, as a fixed fee
for brokerage commissions. It retains the difference between the brokerage
commissions paid to Refco, Inc. Subject to availability after payments to
the futures commission merchant, the introducing broker pays trailing
commissions of 2/3 of the 9%, or 6%, to Mrs. Pacult, as an associated person
of the introducing broker, for maintaining investment in the partnership.
The amount retained after payment of fees and commissions to the futures
commission merchant and to Mrs. Pacult will vary from month to month because
of changes in the net asset value of the partnership; however, the rate will
remain the same.
Miscellaneous Fees To Futures Commission Merchant
We will reimburse the futures commission merchant for all delivery,
insurance, storage or other charges incidental to trading and paid to third
parties. The general partner has instructed the trading advisor to avoid
these charges and, therefore, no significant charges of this nature are
anticipated.
Rights of General Partner
Without prior notification to you, the general partner has reserved the right
to:
* change the introducing broker
* change the futures commission merchant
* change the fixed commission rate
* have the partnership pay a per round-turn brokerage commission as opposed
to a fixed percentage to the introducing broker, at any time, with or without
a change in circumstances; provided, however, such brokerage commissions
cannot exceed 80% of the published retail rate of the introducing broker and
other similar introducing brokers, excluding pit brokerage fees, charged to
accounts similar to the partnership.
Other Expenses
We must pay legal and accounting fees, as well as other expenses and claims.
For each year of normal operations, we must pay yearly legal and accounting
costs of approximately $23,000, which includes $18,000 for accounting and
audit and $5,000 for legal services. We must also pay customary and routine
administrative expenses, and other direct expenses.
We will reimburse the general partner for direct expenses, such as periodic
amendments to the disclosure document and prospectus used to solicit
investment, audit fees, delivery charges, statement preparation and mailing
costs, telephone toll charges, and postage.
Charges To The Partnership
The following table includes all charges to the partnership.
<Table>
Entity Form of Compensation Amount of Compensation
General Partner Management fee 2% annual management fee, paid monthly, of
(Ashley Capital Management, Inc. net asset value to Ashley. [$500*]
and Shira Del Pacult)
Selling Agent Selling Commissions 6% selling commission paid from the
(Futures Investment Company) subscription amount. [$1,500*]
Introducing Broker Fixed Commissions 9% annual charge, paid monthly, upon the
(Futures Investment Company) assets on deposit with the futures
commission merchant. From this amount the
introducing broker will pay brokerage
commissions to Refco, Inc. and, subject
to availability after payments to the
futures commission merchant, 6% trailing
commissions to those who sold partnership
interests, including Mrs. Pacult. [$2,250*]
Futures Commission Merchant Round-turn commissions paid from the fixed From the 9% the partnership pays the
(Refco, Inc.) commissions paid by the partnership introducing broker, it in turn pays Refco,
Inc. monthly for round turn brokerage
commissions
Reimbursement of delivery, insurance, Reimbursement by the partnership of actual
storage and any other charges incidental to payments to third parties in connection with
trading and paid to third parties partnership trading
Commodity Trading Advisor Incentive Fee 25% of the new net profits of the account
(Clarke Capital Management, Inc.) for each quarterly period that the net
value of the trading equity at the end of
such quarterly period for the advisor
exceeds the highest previous quarterly net
value of the trading equity for that advisor
Third Parties Legal, accounting fees, and other actual The partnership has paid $78,556 for
(The Scott Law Firm, P.A., expenses necessary to the operation of offering and organizational expenses. Each
Frank L. Sassetti & Co., the partnership, and all claims and other year the partnership will pay $18,000 for
& James D. Hepner, CPA) extraordinary expenses of the partnership. accounting and $5,000 for legal. Claims
and other costs can not be estimated and
will be paid as incurred. [$359* for
initial organizational and offering
expenses; $105* for yearly expenses]
</Table>
* Each $25,000 investment pays this amount per year for this particular
charge. When the charge is not based on a percentage, but rather a fixed
amount, we have computed the expense upon the partnership's current net asset
value.
Investor Suitability
You should only invest a limited amount of the risk portion of your total
portfolio and should not invest more you can afford to lose.
To invest the minimum $25,000 in this partnership, you must have either:
* a net worth of at least $150,000, exclusive of your home, furnishings and
automobiles, or
* an annual gross income of at least $45,000 and a net worth, as calculated
above, of at least $45,000.
You may not invest more than 10% of your net worth in this partnership. The
foregoing standard and the additional standards applicable to residents of
certain states as set forth in this prospectus and the subscription documents
are regulatory minimums only.
Potential Advantages
Commodity trading is speculative and involves a high degree of risk. See
Risk Factors. However, your investment in this partnership will offer the
following potential advantages:
Equity Management
We offer the opportunity for you to:
* place equity with a registered commodity trading advisor which has
demonstrated an ability to trade profitably in the judgment of the general
partner, and
* have that equity allocated to the trading advisor in a manner which is
intended by the general partner to optimize future profit potential.
Mrs. Pacult has experience managing several other commodity pools and has
over 20 years of experience in selecting commodity trading advisors to
manage individual investor accounts and describing to investors how
individual managed futures accounts work.
We expect this experience to benefit us in the quality of trading advisors
selected and in the explanation to prospective investors of our operation and
the attendant risks of investment.
Investment Diversification
If you are not prepared to spend substantial time trading various commodity
contracts or options, you may participate in these markets through a $25,000
investment in the partnership, thereby obtaining diversification from
investments in stocks, bonds and real estate.
Limited Liability
You will not be subject to margin calls and cannot lose more than your
original investment amount plus your share of distributed and undistributed
profits; provided the below bulleted legal conditions are met.
In the opinion of our legal counsel, there are no circumstances, including
bankruptcy of this partnership, which will subject your personal assets to
our debts, provided:
* the partnership's structure is maintained by the general partner, and
* no limited partner is affiliated with any phase of our management.
See the Limited Partnership Agreement (Exhibit A).
Administrative Convenience
We are structured to provide you with services which alleviate the
administrative details involved in trading commodities contracts directly,
including:
* providing monthly and annual financial reports showing, among other
things:
* the value of each unit of partnership interest
* trading profits or losses, and
* expenses; and
* preparing all tax information relating to your investment in this
partnership.
Access To The Commodity Trading Advisor
The commodity trading advisor selected by the general partner requires a
minimum account size substantially greater than the $25,000 minimum
investment required by us. For instance, Clarke currently requires a minimum
investment of $250,000 to open an account, depending on the investment
program. Accordingly, you have access to the trading advisor for a smaller
investment than is available by a direct investment in a managed account with
the trading advisor.
Use Of Proceeds
The partnership has paid $78,556 in offering and organizational expenses.
All partners admitted after the commencement of business, up until the
termination of the partnership, must reimburse the previously admitted
partners such that all partners have contributed equally to the offering and
organizational expenses. This will be done as follows:
The incoming partners' subscriptions, less commissions, will be divided by
the amount of the total subscriptions, less commissions, made by both the
incoming and the prior partners to obtain the percentage of the costs to be
paid by all partners. This percentage will be multiplied by the organization
cost to produce the dollar amount to be deducted from the subscription of the
incoming partners. The cash produced by that deduction will be added to the
net asset value of the partnership. This will result in an increase in the
net asset value for all partnership interests previously sold. The cash
subscription amount remaining for each incoming partner will be used to
purchase partnership interests at the increased net asset value. The
incoming partners will join with the previously admitted partners to share in
the increase of net asset value that results from the admission of future
partners until either the maximum number of partnership interests are sold or
the offering terminates.
As of March 31, 2002, prior partners paid 1.6% of their total investment in
the partnership for offering expenses. Should the maximum of $15,000,000 in
total partnership interests be sold, every partner will have been allocated
approximately 0.5% of their total investment to pay for offering expenses.
After the subscriptions are deposited in good funds to the partnership bank
account, the general partner will transfer the money to the partnership
accounts at the futures commission merchant and allocate trading equity to
the commodity trading advisor.
At the end of each month, the actual management fees, brokerage commissions
and fixed commissions identified under Charges to the Partnership are paid by
the Partnership.
The general partner has sole authority to determine the percentage of our
assets that will be:
* held on deposit with the futures commission merchant
* used for other investments, and
* held in bank accounts to pay current obligations.
The general partner expects to deposit substantially all of our net assets
with the futures commission merchant for trading by the trading advisor.
However, 3% of the previous month's net assets are expected to be retained in
our bank accounts to pay expenses and redemptions.
All entities that will hold or trade our assets will be based in the United
States and will be subject to United States regulations.
The general partner believes that between 20% to 40% of our assets will
normally be committed as margin for commodity futures contracts. However,
from time to time, the percentage of assets committed as margin may be
substantially more, or less, than such range. All interest income is used
for the partnership's benefit. To estimate interest income earned upon our
deposits, the general partner has assumed that:
* between 20% and 40% of our net assets will be used for margin upon
trades, and
* we will receive 6% interest on our available balances.
Note that the futures commission merchant may increase margins applicable to
us at any time.
Determination Of The Offering Price
The general partner initially set the value of each unit of partnership
interest for sale at $l,000. Currently, we are offering partnership
interests at their net unit value, or the price per unit equal to our net
assets divided by the number of outstanding units of partnership interests.
This amount is calculated after the close of business on the last business
day of the month in which the general partner accepts a duly executed
subscription agreement and subscription amount from you. You are admitted as
a partner on the open of business on the first day of business of the
following month.
The General Partner
Identification
We are managed by two general partners, Ashley Capital Management, Inc. and
Mrs. Shira Del Pacult. See Management's Discussion and Analysis of Financial
Condition, The General Partners.
Current audited financials for Ashley are included in this prospectus. Also,
see Experts.
You will not acquire or otherwise have any interest in Ashley, the corporate
general partner, or any partnership other than Atlas, by purchasing the
partnership interests offered by the prospectus.
Shira Del Pacult
Mrs. Pacult, age 45, is:
* one of the general partners
* the sole shareholder, director, principal, and officer of the corporate
general partner, and
* a principal, officer, director and 50% shareholder of Futures Investment
Company, the selling agent and introducing broker, of which her husband is
also a principal and holds the other 50%.
She graduated Phi Beta Kappa from the University of California, at Berkeley,
in 1979. From 1980 to 1981, she was employed by a real estate developer in
Sonoma County, California, as an administrative assistant. From 1981 - 1983
she was employed by Heinold Commodities, Inc., Chicago, IL, to assist in the
development of the Commodities Options Department. She became a senior
account executive at Heinold and was a member of the President's Council, a
select group appointed to advise the firm on all matters of business
practice.
In 1983, Mrs. Pacult and her husband established Futures Investment Company,
an Illinois corporation, to sell futures investments managed by independent
commodity trading advisors to retail clients. Presently, Futures Investment
Company is located at 5916 N. 300 West, P.O. Box C, Fremont, Indiana, 46737,
and maintains clearing agreements with Refco, Inc., Vision Limited
Partnership, and ABN AMRO Incorporated.
In addition to the partnership interests offered pursuant to this prospectus,
Futures Investment Company offers for sale, on a best efforts basis,
securities of other issuers and engages in other broker-dealer activities.
As of April 20, 2001, Mrs. Pacult had a net worth of $1,846,380, which
consists of real estate that is not readily marketable.
Mrs. Pacult is a member of the National Association of Introducing Brokers,
and is an affiliated person and registered representative of Futures
Investment Company, which is a member of the National Futures Association and
the National Association of Securities Dealers, Inc.
Mrs. Pacult also manages several other commodity pools. Though Mrs. Pacult
provides less than her full time to the business affairs of the partnership,
she devotes what time she believes is necessary to properly handle her
responsibilities as a general partner and as the principal of the corporate
general partner. See Management's Discussion and Analysis of Financial
Condition, The General Partners.
Ownership In Commodity Trading Advisor And Futures Commission Merchant
Neither Mrs. Pacult, nor any of her affiliates, has any ownership in the
commodity trading advisor or the futures commission merchant. Mr. Michael
Pacult, Mrs. Pacult's husband, will have no ownership or role in the
management of the partnership or Ashley Capital Management, Inc. However, he
is an associated person, officer and fifty percent shareholder in Futures
Investment Company. Mr. Pacult is also expected to sell partnership
interests in jurisdictions where he is licensed to sell securities.
Trading By The General Partner; Interest In The Pool
Ashley Capital Management, Inc. and Mrs. Pacult, may, from time to time,
trade commodity interests for their own accounts. The records of any such
trading activities will not be made available to you. As stated earlier,
neither general partner will knowingly take positions on their behalf that
would be ahead of identical positions taken on behalf of the partnership.
Notice
The regulations of the Commodity Futures Trading Commission and the National
Futures Association prohibit any representation by a person registered with
the Commodity Futures Trading Commission or by any member of the National
Futures Association, respectively, that such registration or membership in
any respect indicates that the Commodity Futures Trading Commission or the
National Futures Association, as the case may be, has approved or endorsed
such person or such person's trading programs or objectives. The
registrations and memberships described in this prospectus must not be
considered as constituting any such approval or endorsement. Likewise, no
commodity or securities exchange, nor the Securities and Exchange Commission,
nor any other regulatory agency has given or will give any such approval or
endorsement.
Trading Management
No Affiliation With Commodity Trading Advisor
The trading advisor is not affiliated with either general partner.
Additionally, the general partner will not serve as a trading advisor or
select any other trading advisors to trade that are affiliated with either
general partner or the introducing broker. See The Commodity Trading Advisor
for a summary of the trading advisor's performance information.
Rights of the General Partner With Respect To Commodity Trading Advisor
Selection And Allocation Of Equity
The general partner believes that a trading advisor should be retained on a
medium to long-term basis and should be allowed to implement fully its
trading strategy. However, the general partner may, in its sole discretion
and without notice to you:
* terminate the current or any future trading advisor
* select additional trading advisors, or
* change the allocation of equity to any trading advisor.
The general partner periodically reviews our performance to determine if a
current trading advisor should be changed or if others should be added. In
doing so, the general partner may use computer generated correlation analysis
or other types of automated review procedures to evaluate trading advisors.
If a trading advisor is replaced, the new trading advisor will receive
incentive fees independent of the previous trading advisor's performance.
As the general partner may engage more than one trading advisor, the
following may possibly occur:
* we may pay an incentive fee to one trading advisor which is trading
profitably while the other trading advisor produces losses which cause us to
be unprofitable overall
* as the trading advisors will trade independently, they may compete for
similar positions or take positions opposite each other, which may limit our
profitability.
Performance Record of the Partnership
The following capsule shows our past performance for the period from inception
of trading in October, 1999, through March 31, 2002. Past performance is not
necessarily indicative of future results.
Atlas Futures Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
Month 2002 2001 2000 1999
January (4.86) (7.36) (2.88) N/A
February (5.41) (4.44) (1.04) N/A
March 3.42 7.62 (4.46) N/A
April (4.29) 1.47 N/A
May 0.86 12.16 N/A
June (2.93) 4.95 N/A
July 3.91 (7.90) N/A
August 1.92 9.72 N/A
September (5.98) (0.68) N/A
October 11.62 (7.23) (0.66)
November (4.05) 8.44 2.36
December (0.95) 18.97 (6.45)
Year (6.93) (5.70) 31.76 (4.88)
Name of Pool: Atlas Futures Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Principal Protected: No
Date of Inception of trading: October, 1999
Aggregate Subscriptions: $6,281,870
Net Asset Value of the pool: $5,473,071 on total units outstanding: 4,976
Net Asset Value Per Unit: $1,099.89
Largest Monthly Draw-Down**: 7-00/7.90%
Worst Peak-to-Valley Draw-Down***: 12-99 to 3-00/14.10%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
The Commodity Trading Advisor - Clarke Capital Management, Inc.
The general partner has engaged a single commodity trading advisor, Clarke
Capital Management, Inc. to trade for the partnership, and has assigned
substantially all the partnership's equity, minus a 3% reserve, to it.
Clarke Capital Management, Inc., an Illinois corporation, maintains its main
business office and main business telephone at: 116 W. 2nd Street, Hinsdale,
Illinois 60521; (630) 323-5913. The books and records of Clarke will be kept
and made available for inspection at its main business office.
Business Background
The business background of Clarke and its principal for at least five (5) years
is as follows:
Mr. Clarke spent the period of 2/83 through 2/85 as an independent contractor
trading equities and options for Rice, Naegele & Associates of Chicago, a firm
involved in private speculation. From 2/85 through 3/89, Mr. Clarke, as an
independent contractor, traded equities and options in a firm account of
Shatkin Investment Corp., then a clearing member of the Chicago Board Options
Exchange. From 3/89 to 11/89, Mr. Clarke, as an independent contractor, traded
equities and options in a firm account of French-American Securities, a private
investment company based in Chicago. From 11/89 to 12/9/93, Mr. Clarke was
self-employed, developing methods to trade futures and other commodity
interests and trading various personal accounts. As of December 9, 1993, Mr.
Clarke has been employed as an associated person and principal of Clarke
Capital Management, Inc., a registered commodity trading advisor.
Clarke Capital Management, Inc. was incorporated in September 1993 for the
purpose of acting as a commodity trading advisor. It was registered with the
Commodity Futures Trading Commission on October 25, 1993. Clarke's required
performance disclosure is located below under Performance Record of the Trading
Advisor.
There have never been any administrative, civil, or criminal proceedings
against Clarke Capital Management, Inc. or Mr. Clarke.
Description Of Trading Program
The exact nature of Clarke's trading strategy is proprietary and confidential.
The following description is of necessity general and is not intended to be
all-inclusive.
Although the programs offered by Clarke differ in certain respects, they share
a number of common elements. Under all programs, Clarke's trading strategy is
strictly technical in nature. No fundamental analysis is used. The strategy was
developed from analysis of patterns of actual price movements, and is not based
on analysis of supply and demand factors, general economic factors, or world
events. Clarke has conducted analysis of these price patterns to determine
procedures for initiating and liquidating positions in the markets in which it
trades.
The general trading strategy of all of Clarke's programs is trend following.
Most, but not all, trade initiations and liquidations are in the direction of
the trend. Clarke employs techniques that utilize a number of trading models
acting independently. Each model generates it own entry and exit signals and
trades both sides of the market (long and short). With minor differences only
for long or short positions, a particular model trades all markets with the
same rules and parameters, regardless of the program. Clarke reserves the
right to make adjustments in the exact entry or exit price a model uses from
program to program in order to attempt to reduce the impact of slippage from
large block orders being executed at the same price. The models vary from
intermediate through long-term to very long-term in time-frame focus and
testing has been done in order to select only those models that have good
performance characteristics across a wide range of conditions and
complementary performance with all other models in a program. None of the
models has been custom tailored to any individual market or group of markets.
Performance Record Of The Trading Advisor
Clarke Capital Management, Inc. - Domestic Diversified Program (Closed as of
June, 2000)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Domestic Diversified Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2000
(Jan - Jun) 1999 1998 1997 1996 1995 1994 1993
2.40 2.04 15.86 13.76 13.84 18.76 3.51 (0.01)
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Name of Trading Program: Domestic Diversified Program (Closed)
Inception of Client Account Trading: December, 1993
Inception of Trading Pursuant to Program: December, 1993
Accounts Under Management: 0
Total Assets Managed by CTA (Actual Value): $128,640,146
Total Assets Traded Pursuant to Program (Actual Value): $0
Worst Monthly Percentage Draw-down**: 4-98/12.09%
Worst Peak-to-Valley % Draw-down***: 2-97 to 4-98/22.14%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Clarke Capital Management, Inc. - Worldwide Program
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Worldwide Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002
(Jan - Mar) 2001 2000 1999 1998 1997 1996
(0.85) (9.49) 17.12 12.64 33.09 24.65 44.53
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Name of Trading Program: Worldwide Program
Inception of Client Account Trading: December, 1993
Inception of Trading Pursuant to Program: January, 1996
Accounts Under Management: 111
Total Assets Managed by CTA: $128,640,146
Total Assets Traded Pursuant to Program: $40,091,070
Worst Monthly Percentage Draw-down**: 12-96/8.48%
Worst Peak-to-Valley % Draw-down***: 3-01 to 12-01/16.63%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Global Basic Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002
(Jan - Mar) 2001 2000 1999 1998 1997 1996
(1.32) (0.25) 50.59 6.89 42.64 52.22 152.52
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Name of Trading Program: Global Basic Program
Inception of Client Account Trading: December, 1993
Inception of Trading Pursuant to Program: February, 1996
Accounts Under Management: 129
Total Assets Managed by CTA: $128,640,146
Total Assets Traded Pursuant to Program: $11,261,483
Worst Monthly Percentage Draw-down**: 8-97/18.94%
Worst Peak-to-Valley % Draw-down***: 12-00 to 2-02/25.56%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Clarke Capital Management, Inc. - Global Magnum Program
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Global Magnum Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002
(Jan - Mar) 2001 2000 1999 1998 1997
(7.09) 17.10 39.51 2.39 45.97 25.18
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Name of Trading Program: Global Magnum Program
Inception of Client Account Trading: December, 1993
Inception of Trading Pursuant to Program: August, 1997
Accounts Under Management: 49
Total Assets Managed by CTA: $128,640,146
Total Assets Traded Pursuant to Program: $8,567,157
Worst Monthly Percentage Draw-down**: 10-97/9.89%
Worst Peak-to-Valley % Draw-down***: 10-01 to 2-02/19.26%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Clarke Capital Management, Inc. - Millennium Program
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Millennium Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002
(Jan - Mar) 2001 2000 1999 1998
(7.48) 2.88 42.75 5.85 37.29
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Name of Trading Program: Millennium Program
Inception of Client Account Trading: December, 1993
Inception of Trading Pursuant to Program: January, 1998
Accounts Under Management: 27
Total Assets Managed by CTA: $128,640,146
Total Assets Traded Pursuant to Program: $46,843,775
Worst Monthly Percentage Draw-down**: 4-98/12.68%
Worst Peak-to-Valley % Draw-down***: 2-98 to 4-98/21.38%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Clarke Capital Management, Inc. - Orion Program
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Orion Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002 1999
(Jan - Jun) 2001 2000 (Jul - Dec)
(3.13) 1.14 18.31 (4.19)
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Name of Trading Program: Orion Program
Inception of Client Account Trading: December, 1993
Inception of Trading Pursuant to Program: July, 1999
Accounts Under Management: 14
Total Assets Managed by CTA: $128,640,146
Total Assets Traded Pursuant to Program: $1,147,169
Worst Monthly Percentage Draw-down**: 7-00/6.01%
Worst Peak-to-Valley % Draw-down***: 7-99 to 1-00/9.02%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Clarke Capital Management, Inc. - MJC Aggressive Multi-Sector Fund, L.P.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - MJC Aggressive Multi-Sector Fund, L.P.
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002
(Jan - Mar) 2001 2000 1999 1998 1997 1996 1995
(6.97) 5.49 46.22 10.43 61.99 51.89 108.64 17.54
Name of Pool: MJC Aggressive Multi-Sector Fund, L.P.
Type of Pool: Privately offered to accredited investors
Inception of Trading: July, 1995
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Aggregate Gross Additions (Sep 01): $13,950,000
Aggregate Gross Withdrawals (Sep 01): $10,590,000
Current Net Asset Value (Feb 02): $15,370,000
Worst Monthly Percentage Draw-down**: 12-96/11.07%
Worst Peak-to-Valley % Draw-down***: 11-01 to 2-02/11.50%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Clarke Capital Management, Inc. - Triumph Futures Fund - Clarke Venture LLC
(Closed as of Dec, 2000)
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Clarke Capital Management, Inc. - Triumph Futures Fund - Clarke Venture LLC
Percentage Rate of Return
(Computed on a compounded monthly basis)*
1998
2000 1999 (Sep - Dec)
20.79 (0.16) 14.74
Name of Pool: Triumph Futures Fund - Clarke Venture LLC
Type of Pool: Offshore Fund
Inception of Trading: September, 1998
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Current Net Asset Value (Dec 2000): $333,405
Worst Monthly Percentage Draw-down**: 7-00/6.11%
Worst Peak-to-Valley % Draw-down***: 1-99 to 5-99/16.21%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Performance Record Of Other Programs Sponsored By The General Partner
The following is a summary of the prior performance of the other programs
sponsored by the general partner and its affiliates.
Mrs. Shira Del Pacult has sponsored two other public commodity pools, Fremont
Fund, LP and Bromwell Financial Fund, LP. She is also a general partner and
the principal of the corporate general partner of Auburn Fund, LP, a
privately placed commodity pool.
Performance Record of Fremont Fund, Limited Partnership
Mrs. Pacult served as an individual general partner and as the principal of a
corporate general partner, Pacult Asset Management, Inc., both of which
managed another commodity pool called Fremont Fund, Limited Partnership.
Fremont Fund, LP was declared effective August 12, 1996 and began trading
November, 1996. The fund was originally traded by a single commodity trading
advisor that suffered a long trading slump that coincided with the fund's
inception of trading. Since that time, several other trading advisors were
employed, but didn't trade profitably. The fund is now closed as of August,
2000.
Fremont Fund paid various expenses in relation to its operation including:
* a monthly management fee of 1/3%, or 4% annually, to its trading advisors
* a monthly management fee of 1/6%, or 2% annually, to its corporate
general partner
* a quarterly incentive fee of 15% on all new net profits to its trading
advisors
* a monthly trading fee of 1%, or 12% annually, to its introducing broker.
The following capsule shows the past performance of Fremont Fund, LP for the
period from inception of trading in November, 1996, to the termination of
trading in August, 2000. Past Performance Is Not Necessarily Indicative Of
Future Results.
You will receive no interest in Fremont Fund or any other entity except Atlas
by your purchase of partnership interests in Atlas Futures Fund offered by
this prospectus.
Fremont Fund, Limited Partnership (Closed)
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2000 1996
(Jan - Aug) 1999 1998 1997 (Nov - Dec)
(4.52) (5.87) (11.15) (12.21) (6.69)
Name of Pool: Fremont Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of Commodity Trading Advisor: Bell Fundamental Futures, L.L.C.
Principal Protected: No
Date of Inception of trading: November, 1996
Net Asset Value of the pool: N/A
Net Asset Value Per Unit: N/A
Largest Monthly Draw-Down**: 3-99/13.29%
Worst Peak-to-Valley Draw-Down***: 11-96 to 5-00/41.0%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Performance Record Of Bromwell Financial Fund, Limited Partnership
Mrs. Pacult serves as an individual general partner and as the principal of a
corporate general partner, Belmont Capital Management, Inc., both of which
manage another commodity pool called Bromwell Financial Fund, Limited
Partnership. Bromwell was declared effective by the Securities and Exchange
Commission on March 16, 2000 and commenced business on July 11, 2000.
Bromwell is traded by Ansbacher Investment Management, Inc. and Mangin
Capital Management, Inc.
Bromwell pays various expenses in relation its operation including:
* a monthly management fee of 1/12%, or 1% annually, to its trading
advisors
* a monthly management fee of 1/4%, or 3% annually, to its corporate
general partner
* a quarterly incentive fee of 20% on all new net profits to its trading
advisors
* a monthly trading fee of 11/12%, or 11% annually, to its introducing
broker.
The following capsule shows the past performance of Bromwell Financial Fund, LP
for the period from inception of trading in July, 2000 through March 31, 2002.
Past Performance Is Not Necessarily Indicative Of Future Results.
You will receive no interest in Bromwell Financial Fund or any other entity
except Atlas by your purchase of partnership interests in Atlas Futures Fund
offered by this prospectus.
Bromwell Financial Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002 2000
(Jan - Mar) 2001 (Jul - Dec)
5.38 (1.84) (2.71)
Name of Pool: Bromwell Financial Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of Commodity Trading Advisors: Ansbacher and Mangin
Principal Protected: No
Date of Inception of trading: July, 2000
Net Asset Value of the pool: $1,726,119 on total units outstanding: 1,715
Net Asset Value Per Unit: $1,006
Largest Monthly Draw-Down**: 4-01/16.49%
Worst Peak-to-Valley Draw-Down***: 10-00 to 4-01/20.14%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
Performance Record of Auburn Fund, Limited Partnership
Mrs. Pacult serves as a general partner and the principal of the corporate
general partner, Pacult Asset Management, Inc., which manage a commodity pool
called Auburn Fund, Limited Partnership. Auburn Fund, LP is offered via a
private placement memorandum pursuant to Rule 506 of Regulation D and
commenced trading in April, 1998. The fund is traded by Ansbacher Investment
Management, Inc.
Auburn Fund pays various expenses in relation its operation including:
* a monthly management fee of 1/6%, 2% annually, to its trading advisor
* a monthly management fee of 1/4%, or 3% annually, to its corporate
general partner
* a quarterly incentive fee of 20% on all new net profits to its trading
advisor
* a monthly trading fee of 7/12%, or 7% annually, to the futures commission
merchant
* a monthly fee of 7/12%, or 7% annually, to the introducing broker for
trailing commissions.
The following capsule shows the past performance of Auburn Fund, LP for the
period from inception of trading in April, 1998, through March 31, 2002. Past
Performance Is Not Necessarily Indicative Of Future Results.
You will receive no interest in Auburn Fund or any other entity except Atlas
by your purchase of partnership interests in Atlas Futures Fund offered by
this prospectus.
Auburn Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2002 1998
(Jan - Mar) 2001 2000 1999 (Apr - Dec)
12.36 (3.12) (13.41) (6.21) (7.75)
Name of Pool: Auburn Fund, LP
How Offered: Privately offered pursuant to Regulation D 506 offering
Name of Trading Advisors: Ansbacher, Bell, Mangin and Creative
Principal Protected: No
Date of Inception of trading: April, 1998
Net Asset Value of the pool: $5,773,848 on total units outstanding: 7,081
NAV Per Unit: $815.45
Largest Monthly Draw-Down**: 4-00/13.59%
Worst Peak-to-Valley Draw-Down***: 3-98 to 4-00/34.66
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
The Futures Commission Merchant
The general partner has selected Refco, Inc., One World Financial Center,
Tower A, Suite 2300, 200 Liberty Street, New York, NY 10281 to serve as our
futures commission merchant. It holds, supervises and controls approximately
97% of all of our equity on deposit which is used for trading by the
commodity trading advisor. Refco, Inc. is registered as a futures commission
merchant pursuant to the Commodity Exchange Act and is a member of the
National Futures Association. As required by law, the general partner will
provide notice to you within 21 days of any change in the futures commission
merchant.
Regulations of the Commodity Futures Trading Commission require disclosure of
any material administrative, civil, or criminal actions against the futures
commission merchant, or any of its principals, within five years of the date
of this prospectus. These disclosures are made in the prospectus under the
caption Legal Matters - Litigation and Claims.
The inclusion in this prospectus of the identity and certain disclosure
information for Refco, Inc. as the futures commission merchant does not mean
that it has endorsed or passed upon the sufficiency of this prospectus or the
suitability of an investment in this partnership for any prospective
purchaser, or that it will be involved in the management of the partnership
or the sale of units.
All equity of the partnership used for trading by the commodity trading
advisor is held on deposit under the supervision and control of Refco, Inc.
The margin requirements to hold futures positions are revised by the various
exchanges and Refco, Inc., from time to time. The commodity trading advisor
makes trades outside the U.S. that are margined in non-U.S. currency.
Accordingly, for trades selected by the trading advisor on those exchanges,
the partnership is exposed to changes in the exchange rate for those
currencies while any of those positions are held.
Federal Income Tax Aspects
Scope Of Tax Presentation
This presentation is based on:
* the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder which were in effect on December 31, 2000,
and
* the express intent of the general partner to:
* operate the partnership as authorized and limited by the limited
partnership agreement, and
* cause us to invest only our equity capital and not to borrow money to
operate the partnership , and
* the belief by the general partner that no less than ninety percent of the
income generated by us will be from interest income and the trade of
commodities.
Any change in the Internal Revenue Code or deviation from the above
intentions could alter this presentation and also have adverse tax
consequences on this partnership and you. For instance, if we were taxed as
a corporation, we would pay tax and you would have to pay a second tax. In
addition, if we were taxed as a corporation, none of the deductions for
expenses would pass through to your tax return.
If we are audited by the IRS, significant factual questions may arise which,
if challenged by the IRS, might only be resolved at considerable legal and
accounting expense to both you and us. Any adjustment made to our return
will flow through to your return and could result in a separate audit of your
individual return. We will report our income for tax and book purposes under
the accrual method of accounting and our tax year will be the calendar year,
or such other period as is required under section 706(b) of the Internal
Revenue Code. During taxable years in which little or no profit is generated
from trading activities, you may still have interest income which will be
taxed to you as ordinary income.
This discussion assumes you are an individual and is not intended as a
substitute for careful planning; particularly, since the income tax
consequences of an investment in the partnership will not be the same for all
taxpayers. Accordingly, you are urged to consult your tax advisors with
specific reference to your tax situation.
All matters upon which we have obtained an opinion of tax counsel are
discussed under the caption Tax Opinion below.
No Legal Opinion As To Certain Material Tax Aspects
We will not request a legal opinion in regard to any State income tax issue.
In addition, our tax counsel cannot opine upon:
* any matter that concerns the tax consequences of investment in the
partnership by any partner,
* Federal income tax issue which involves a determination by the IRS of
the facts related to our operation, or
* any other matter which may be subject to IRS interpretation or adjustment
upon audit.
For example of an item that could be subject to determination by the IRS,
commodity trading advisor fees are aggregated with employee business expenses
and other expenses of producing income, and the aggregate of such expenses is
deductible only to the extent such amount exceeds 2% of the your adjusted
gross income. The Federal income tax deductibility of these expenses depends
upon factual determinations related to our operation by the general partner.
Partnership Tax Status And Net Worth Of The General Partner
The Internal Revenue Code, at Section 7701, and the regulations promulgated
thereunder, provide the criteria used to identify a corporation which cannot
be present if a partnership is to be taxed as a partnership. A partnership
must have two or more of the following:
* decentralized management
* unlimited liability
* limited transferability of shares, and
* limited continuation of existence.
The limited partnership agreement obligates the general partner to operate
the partnership in a manner which meets this test.
If we were taxed as a corporation:
* we would pay taxes at the corporate rates upon our income and gains
* items of deduction and losses would be deductible only by us and not by
you
* tax credits would be available only to us and not to you, and
* all or a part of any distributions we make to you could be taxable as
dividend income and would not be deductible by us in computing our taxable
income.
This would substantially increase the total amount of taxes paid on your
investment income and potentially limit your expense deductions.
Historically, the right of redemption, similar to your right to redeem your
partnership interests, renders a pool, such as ours, to be deemed a publicly
traded partnership, taxed as a corporation. However, the Revenue Act of 1987
provides an exception. The exception requires 90% or more of our gross
income to be derived from interest and the trade of commodities. If the
principal activity of the partnership is buying and selling commodities,
qualifying income includes interest, dividends, and income from futures,
options or forward contracts on commodities. The general partner intends to
limit the sources of income so that this exception will apply to us. In
addition, the general partner has placed restrictions upon the right of
redemption. See The Limited Partnership Agreement, Redemptions and Exhibit
A, Right of Redemption.
No IRS Ruling
We have not applied for a ruling from the Internal Revenue Service regarding
our status as a partnership or with regard to any other tax aspect, nor do we
intend to seek a ruling. In the absence of a ruling, there can be no
assurance that the IRS will not attempt to take a position adverse to the
partnership.
Tax Opinion
Based upon opinion of counsel, the general partner believes, this prospectus
accurately summarizes all material Federal tax matters related to the
partnership. In the opinion of The Scott Law Firm, P.A.:
* we will be treated as a partnership for Federal income tax purposes;
* the allocations of profits and losses made when partners redeem their
partnership interests should be upheld for Federal income tax purposes;
* based upon our contemplated trading activities, the IRS should consider
us as conducting a trade or business; and, as a result, the ordinary and
necessary business expenses we incur while conducting our commodity futures
trading business should not be subject to limitation under Section 67 or
Section 68 of the Internal Revenue Code;
* the profit share should be respected as a distributive share of our
income allocable to Atlas Futures Fund, Limited Partnership; and
* the contracts we trade, as described in this prospectus, should satisfy
the commodities trading safe harbor as described in section 864(b) of the
Internal Revenue Code.
Such opinion is based on the Internal Revenue Code as of December 31, 2001
and a review of the Limited Partnership Agreement, and is conditioned upon
the following representations of facts by the general partner:
* at all times, we will be operated in accordance with the Delaware Uniform
Limited Partnership Act and the Limited Partnership Agreement attached hereto
as Exhibit A
* for our first two years of operation, the aggregate deductions claimed by
the partners as their distributive shares of our net losses will not exceed
the equity capital invested in the partnership
* no creditor who makes us a loan, including margin accounts, will have or
acquire, as a result of making the loan, any direct or indirect interest in
our capital, profits or property, other than as a secured creditor
* the general partner will at all times actively direct the affairs of the
Partnership
* the general partner:
* will possess substantial assets, exclusive of its interest in us or
any other limited partnership, which can be reached by our general creditors
within the meaning of Treasury Regulation Section 301.7701 2(d)(2) or
* will otherwise comply with the tax code general partner requirements
imposed upon sole corporate general partners of limited partnerships
* interests in the partnership:
* will be transferable only upon approval of the general partner
* will not be traded on an established securities market, and
* will not be readily tradable on a secondary market or the substantial
equivalent thereof
* we will not be registered under the Investment Advisor's Act of 1940; and
* over 90% of our earned income will be qualifying income as that term is
defined in the IRS Act of 1987.
The Scott Law Firm, P.A. is not able to opine upon
* the tax treatment of certain expenses as because deductibility that
determination depends upon questions of fact to be resolved by the general
partner on our behalf, or
* the likelihood that decisions made by the general partner will be changed
as a result of IRS audit.
In addition, commodity trading advisor fees are aggregated with employee
business expenses and other expenses of producing income, and the aggregate
of such expenses is deductible only to the extent such amount exceeds 2% of
your adjusted gross income. It is the general partner's position that our
intended operations will qualify as a trade or business. If this position is
sustained, the brokerage commissions and performance fees will be deductible
as ordinary and necessary business expenses. Syndication costs to organize
the partnership and certain offering expenses will not be deductible or
amortizable by us or you.
Any change in these representations or the operative facts will prevent us
and you from relying upon the legal opinion from The Scott Law Firm, P.A.
Passive Loss And Unrelated Business Income Taxes Rules
In addition to the imposition of a corporate level tax on publicly traded
partnerships, special rules apply to partnerships in regard to the
application of the passive loss and unrelated business income tax rules. In
Notice 88-75 issued on June 17, 1988, the IRS provided guidance as to
partnership operation. The general partner intends to cause us to comply
with the applicable provisions of these guidelines. In the event our
expenses were deemed not to qualify as deductions from trading profits, your
total taxes would increase while your distributions would remain the same.
Basis Loss Limitation
Generally, the basis of your interest in the partnership for tax purposes is
equal to the cost
* decreased, but not below zero, by your share of any partnership losses
and distributions, and
* increased by your share of any partnership income.
You may not deduct losses in excess of the adjusted basis for your interest
in the partnership at the end of the partnership year in which such losses
occurred. However, you may carry forward any excess to such time, if ever,
as the basis for the interest in the partnership is sufficient to absorb the
loss. Upon the sale or liquidation of your interest in the partnership, you
will recognize a gain or loss for Federal income tax purposes equal to the
difference between the amount you realize in the transaction and the basis
for your interest in the partnership at the time of such sale. For
individuals, capital losses would offset capital gains on a dollar for dollar
basis, with any excess capital losses subject to a $3,000 annual limitation.
Accordingly, it is possible for you to sustain a loss from our operation
which will not be allowed as a deduction for tax purposes or will be limited
to a $3,000 annual limitation.
At-Risk Limitation
If you borrow money to invest in the partnership, there are at risk
limitations that will apply to you. Section 465 of the Internal Revenue Code
provides that the amount of any loss allowable for any year to be included in
your personal tax return is limited to the amount paid for the partnership
interests, or tax basis, of the amount at risk. Losses already claimed may
be subject to recapture if the amount at risk is reduced as a result of:
* cash distributions from the activity
* deduction of losses from the activity
* changes in the status of indebtedness from recourse to non-recourse
* the commencement of a guarantee, or
* other events that affect your risk of loss.
You should consider the at risk provisions in arranging debt financing for
purchasing a partnership interest.
Income And Losses From Passive Activities
Internal Revenue Code Section 469 limits the deductibility of what are called
passive losses from business activities in which the taxpayer does not
materially participate. Under temporary Treasury regulations,
* the trading of personal property, such as futures contracts, will not be
treated as a passive activity,
* partnership gains allocable to you will not be available to offset
passive losses from sources outside the partnership, and
* partnership losses will not be subject to limitation under the passive
loss rules.
Allocation Of Profits And Losses
The allocation of profits, losses, deductions and credits contained in the
Limited Partnership Agreement will be recognized for tax purposes only if the
allocations have substantial economic effect. While the general partner
believes that the Limited Partnership Agreement either meets the requirements
or satisfies a substitute capital account equivalency test, the Limited
Partnership Agreement does not meet a third requirement, that a partner must
make a capital contribution to the partnership equal to any deficit in its
capital account. Accordingly, under the regulations and the Limited
Partnership Agreement, losses would not be allocable to you in excess of your
capital contribution plus properly allocated profits less any prior
distributions. The general partner intends to allocate income and losses in
accordance with the Limited Partnership Agreement which it believes complies
with applicable Internal Revenue Code Section 704. However, no assurances
can be given that the IRS will not attempt to change any allocation that is
made among partners admitted on different dates, which could adversely affect
the amount of taxable income to one partner as opposed to another partner.
Taxation Of Futures And Forward Transactions
The commodity trading advisor selected to trade for us is expected to trade
primarily, but not exclusively, in Section 1256 Contracts, which is any:
* regulated futures contract
* foreign currency contract
* non-equity option, or
* dealer equity option.
A regulated futures contract is a futures contract:
* if it is traded on or subject to the rules of:
* a national securities exchange which is registered with the Securities
and Exchange Commission,
* a domestic board of trade designated as a contract market by the
Commodity Futures Trading Commission or any other board of trade, exchange or
other market designated by the Secretary of Treasury, and
* which is marked-to-market to determine the amount of margin which must be
deposited or may be withdrawn. Marked-to-market means that the position is
taken in the account on day one at that price. Each day the position is
held, it is valued for account purposes at the price of the contract on the
close of that day.
A foreign currency contract is negotiated between banks and accepted for
trade among banks and private investors. The partnership is expected to
purchase or sell these contracts to speculate on the value of foreign
currency as contrasted with the U. S. dollar. These contracts are exempt
from the Commodity Exchange Act and are excluded from marked-to-market
treatment.
A non-equity option means an option which is treated on a qualified board or
exchange and the value of which is not determined directly or indirectly by
reference to any stock, group of stocks, or stock index unless there is in
effect a designation by the Commodity Futures Trading Commission of a
contract market for a contract bond or such group of stocks or stock index.
A dealer equity option means, with respect to an options dealer, only a
listed option which is an equity option, is purchased or granted by such
options dealer in the normal course of his activity of dealing in options,
and is listed on the qualified board or exchange on which such options dealer
is registered.
All Section 1256 contracts will be marked-to-market upon the closing of every
contract, including closing by taking an offsetting position or by making or
taking delivery, by exercise or being exercised, by assignment or being
assigned; or by lapse or otherwise. Also, all open Section 1256 contracts
held by us at our fiscal year-end will be treated as sold for their fair
market value on the last business day of such taxable year. This will result
in all unrealized gains and losses being recognized for Federal income tax
purposes for the taxable year. As a consequence, you may have tax liability
relating to unrealized partnership profits in open positions at year-end.
Sixty percent of any gain or loss from a Section 1256 contract will be
treated as long-term capital gain or loss, and 40% as short-term capital gain
or loss, regardless of the actual holding period of the individual contracts.
The character of a your distributive share of profits or losses of the
partnership from Section 1256 contracts will thus be 60% long-term capital
gain or loss and 40% short-term capital gain or loss. Your distributive
share of such gain or loss for a taxable year will be combined with your
other items of capital gain or loss for such year in computing your Federal
income tax liability. The Internal Revenue Code contains rules designed to
eliminate the tax benefits flowing to high-income taxpayers from the
graduated tax rate schedule and from the personal and dependency exemptions.
The effect of these rules is to tax a portion of a high-income taxpayer's
income at a marginal tax rate of 39.6%. However, long-term capital gains are
now subject to a maximum tax rate of 28%. A limited partner, other than a
corporation, estate or trust, may elect to carry-back any net Section 1256
contract losses to each of the three preceding years. However, the marked-
to-market rules do not apply to interests in personal property of a nature
which are actively traded other than Section 1256 contracts.
Section 988 Foreign Currency Transactions
A Section 988 transaction is defined as the entering or acquiring of any
forward contract, futures contract, option or similar financial instrument if
the amount to be received or to be paid by reason of a transaction is
denominated in a nonfunctional currency or is determined by reference to one
or more nonfunctional currencies. If the Section 988 transaction results in
a gain or loss, it is considered to be a foreign currency gain or loss to the
extent it does not exceed gain or loss realized by reason of changes in
exchange rates.
Capital Gain And Loss Provisions
If long-term capital gains exceed short-term capital losses, the net capital
gain will be taxed at the same rates as ordinary income. Subject to an
annual limitation of $3,000, you may deduct the excess of capital losses over
capital gains against ordinary income. Excess capital losses which are not
used to reduce ordinary income in a particular taxable year may be carried
forward to, and treated as capital losses incurred in, future years.
Business For Profit
Internal Revenue Code Section 183 sets forth the general rule that no
deduction is allowable to an individual for an activity not engaged in for
profit. These are activities other than those constituting a trade or
business or engaged in for the production or collection of income or for the
management, conservation, or maintenance of property held for the production
of income. The determination of whether an activity is engaged in for profit
is based on all facts and circumstances, and no single factor is
determinative. The general partner believes that by employing independent
commodity trading advisors with strong track records of production of
profits, it is more likely than not, that our activity will be considered an
activity engaged for profit.
Self-Employment Income And Tax
Section 1402 of the Internal Revenue Code provides that an individual's net
earnings from self-employment shall not include the distributive share of
income or loss from any trade or business carried on by a partnership of
which he is a limited partner. Therefore, you should not consider that the
ordinary income from the partnership constitutes net earnings from self-
employment for purposes of either the Social Security Act or the Internal
Revenue Code.
Individual Alternative Minimum Tax
Non-corporate taxpayers are subject to the alternative minimum tax to the
extent it exceeds their regular tax. For an entity taxable as an estate or
trust, the first $22,500 of alternative minimum taxable income is exempt from
the alternative minimum tax, while for an individual it is the first $33,750
of such income, $45,000 for a joint return, or $22,500 for married taxpayers
filing separately. The exemption amounts will be phased out at the rate of
$.25 for each dollar of alternative minimum taxable income in excess of
$150,000 for married taxpayers filing jointly, $112,500 for single taxpayers,
and $75,000 for married taxpayers filing separately, estates and trusts.
Alternative minimum taxable income in excess of the exemption amount, after
any applicable phase-out, will be subject to a two-tiered rate schedule.
Alternative minimum taxable income, net of exemption, up to and including
$175,000 will be taxed at a rate of 26% and alternative minimum taxable
income over $175,000 will be taxed at a 28% rate. Taxpayers liable for the
alternative minimum tax are required to make estimated tax payments.
Interest Related To Tax Exempt Obligations
Section 265(a)(2) of the Internal Revenue Code will disallow any deduction
for interest on indebtedness of a taxpayer incurred or continued to purchase
or carry obligations the interest on which is wholly exempt from tax. The
IRS announced in Revenue Procedure 72-18 that the proscribed purpose will be
deemed to exist with respect to indebtedness incurred to finance a portfolio
investment. The Revenue Procedure further states that a limited partnership
interest will be regarded as a portfolio investment, unless rebutted by other
evidence. Therefore, if you own tax-exempt obligations, the IRS might take
the position that any interest expense incurred by you to purchase or carry
partnership interests should be viewed as incurred by you to continue
carrying tax exempt obligations, and that you should not be allowed to deduct
all or a portion of the interest on any such loans.
Not A Tax Shelter
In the opinion of tax counsel, we do not constitute a tax shelter, as defined
in Internal Revenue Code Section 6111(c), since the general partner intends
to operate the partnership so that the tax shelter ratio will not exceed two-
to-one at the close of any of the first five years. Accordingly, the general
partner does not plan to register us as a tax shelter with the IRS.
Taxation Of Foreign Partners
An investment in the partnership should not, by itself, cause a foreign
partner to be engaged in a trade or business within the United States. A
foreign person is subject to a 30% withholding tax, unless reduced or
exempted by treaty, on United States source income which is not effectively
connected with the conduct of a United States trade or business. This tax
must be withheld by the person having control over the payment of such
income. Accordingly, we may be required to withhold tax on items of such
income which are included in the distributive share of a foreign partner,
whether or not the income was actually distributed. If we are required to
withhold tax on such income of a foreign partner, the general partner may pay
such tax out of its own funds and then be reimbursed out of the proceeds of
any distribution to or redemption of partnership interests by the foreign
partner.
Partnership Entity-Audit Provisions-Penalties
The Internal Revenue Code provides that the tax treatment of items of
partnership income, gain, loss, deduction and credit will be determined at
the partnership level in a single partnership proceeding. The Limited
Partnership Agreement has appointed Ashley Capital Management, Inc. as the
tax matters partner to settle any issue involving any partner with less than
a 1% profits interest unless such a partner, upon notice, properly elects not
to give such authority to the tax matters partner. The tax matters partner
may seek judicial review for any adjustment to partnership income, but there
will be only one such action for judicial review to which all partners will
be bound. The Internal Revenue Code provides that a partner must report a
partnership item consistently with its treatment on the partnership return,
unless the partner specifically identifies the inconsistency or can show that
its treatment of the partnership item on its return is consistent with a
schedule furnished to the partner by the partnership. Failure to comply with
this requirement may result in penalties for underpayment of tax and could
result in an extended statute of limitations. The statute of limitations for
adjustment of tax with respect to partnership items will generally be three
years from the date of filing the partnership return.
Internal Revenue Code Section 6662 imposes a penalty for a substantial
understatement of income tax equal to 20% of the amount of any underpayment
attributable to that understatement. Understatement is defined as meaning
the excess of the correct amount of tax required to be shown on the return
over the amount of tax which is actually shown on the return. A substantial
understatement exists for any taxable year if the amount of the
understatement for the taxable year exceeds the greater of:
* 10% of the correct tax, or
* $5,000, or $10,000, in the case of a corporation other than an S
corporation or a personal holding company.
Employee Benefit, Retirement Plans And IRA's
The Employee Retirement Income Security Act of 1974 governs:
* employee benefit plans, such as:
* a qualified pension, profit-sharing or stock bonus plan, or
* a qualified health and welfare plan; and
* individual retirement accounts, commonly called IRAs.
As a matter of policy, the general partner limits subscriptions from any of
the above plans to no more than 10% of the liquid net assets of such plan at
the time of investment, regardless of the net worth of the beneficiary of such
plan.
You may not purchase limited partnership interests with the assets of a plan
if we, the general partner, the selling agent, the introducing broker, the
futures commission merchant, or any of their affiliates, agents or employees:
* has investment discretion over such plan,
* gives investment advice with respect to such plan assets, for a fee, or
* is an employer maintaining or contributing to such plan.
Before you invest in us through one of these qualified plans, you should
consult your own legal and financial advisors, and the fiduciary of your plan
should take into account the facts and circumstances of your plan, and
consider applicable fiduciary standards under the above act.
Acceptance of subscriptions on behalf of employee benefit plans is not a
representation by the general partner or any other party that this investment
meets all legal requirements or is appropriate with respect to investments by
any particular plan. The person with investment discretion should consult
the attorney for the plan as to the propriety of an investment in this
partnership.
The Limited Partnership Agreement
This prospectus explains all material terms of the Limited Partnership
Agreement; however, you are urged to read the entire agreement. See Exhibit
A.
Formation Of The Partnership
Our Certificate of Limited Partnership is dated and was filed on January 12,
1998 pursuant to the Delaware Uniform Limited Partnership Act.
You are not liable for our losses, debts and obligations beyond your
investment amount and your share of any of our undistributed assets, so long
as you do not take part in the management of the business of the partnership or
transact any business for the partnership.
According to the Limited Partnership Agreement, this partnership will not
terminate or dissolve upon any limited partner's death, incompetence,
withdrawal, insolvency, bankruptcy, termination, liquidation, dissolution or
other legal incapacity. Also, legal representatives of such limited partner
may redeem their partnership interests, but will not have the right to
withdraw their interest or become a substituted limited partner solely by
reason of such incapacity.
Units of Partnership Interests
The amount of partnership interests you hold will determine your percentage
interest in our net assets. The percentage interest will be calculated from
time to time by dividing the number of units of partnership interests you
hold by the aggregate number of outstanding units of partnership interests.
Management Of Partnership Affairs
Only the general partner may manage this partnership. You will not take part
in our business or affairs nor will you have any voice in our management or
operations.
The limited partners who collectively hold a majority of the partnership
interests must give written approval of any material change in either the
Limited Partnership Agreement or the partnership structure.
Without the limited partners' approval, the general partner is allowed to:
* change trading advisors
* redeem and return a limited partner account
* change the commodity contracts traded, or
* change the diversification of our assets among the various types of or in
the positions held in commodity contracts.
To the extent the law permits, such limited partners who hold a majority of
the partnership interests may vote to amend any term in the Limited
Partnership Agreement and, if necessary, the Certificate of Limited
Partnership without the agreement of the general partner. This includes
removing the general partner and electing a new general partner.
The general partner may not make trades on our behalf. Trading must be done
by independent commodity trading advisors selected by the general partner.
General Prohibitions
We may not borrow from or loan money or any other assets to any person.
However, this shall not apply to the incurrence of debt to a partner or an
affiliate with respect to:
* the offering of partnership interests for sale
* registration, or
* initiation and maintenance of our trading positions.
We may not permit rebates or give-ups to be received by the general partner
or any of its affiliates. Nor may we permit the general partner or any of
its affiliates to engage in reciprocal business arrangements that would
circumvent the foregoing prohibition. However, an affiliate or the general
partner may provide goods or services, including brokerage, at a competitive
cost to us.
The general partner or its affiliates are not required to advance or loan
funds to the partnership. If the general partner makes any advance or loan
to the partnership, it will not receive interest in excess of its interest
costs, nor will it receive interest in excess of the amounts which would be
charged the partnership by unrelated banks on comparable loans for the same
purpose. The general partner shall not receive points or other financing
charges or fees regardless of the amount.
Additional Offerings
The general partner may has sole discretion to:
* end any offering of partnership interests
* register additional partnership interests, and
* make additional public or private offerings of partnership interests.
You will not have any preemptive, preferential or other rights with respect
to the issuance or sale of any additional partnership interests. We have not
limited the amount of capital contributions or the maximum amount of
partnership interests that may be issued, offered or sold.
Partnership Accounting, Reports, And Distributions
You will have a capital account, and its initial balance will be the amount
you paid for your partnership interests. The net assets of this partnership
will be determined monthly, and any change from the previous month will be
passed on to your account in the ratio that your account bears to all
accounts.
The general partner has sole discretion to make distributions from profits or
net assets. On a monthly basis the you will receive a report containing:
* the net unit value as of the end of both the current and previous month
* the percentage change in net unit value between the two months
* the amount of distributions during the month
* the aggregate fixed commission in lieu of round-turn brokerage
commissions, other fees, administrative expenses, and reserves for claims and
other extra-ordinary expenses incurred or accrued by us during the month, and
* any other information required by the rules of the Commodity Futures
Trading Commission.
You or your duly authorized representative may inspect our books and records
and any records related to your account, provided:
* you give adequate notice
* you do so at a reasonable time, and
* you make copies at your expense.
Federal Tax Allocations
At the end of each fiscal year, our capital gain or loss and ordinary income
or loss will be allocated among the partners, while compensating for our fees
and expenses. You must include your share of such items in your personal
income tax return.
Transfer Of Partnership Interests Only With Consent Of The General Partner
You are admitted to this partnership and are registered on the partnership
records as the owner of the partnership interests you purchase. As a
registered investor in this partnership, you may:
* receive all distributions, allocations of losses and withdrawals, and
reductions of capital contributions, and
* vote on any matters submitted to the limited partners for voting.
You may transfer your partnership interests only with the written consent of
the general partner. The general partner may not approve the transfer if it:
* is requested before two years from the date of purchase
* is not made for all of your partnership interests or, if you are not
assigning all of your partnership interests, you will not retain more than
five units of partnership interests
* will violate any applicable laws or governmental rules or regulations,
including without limitation:
* any applicable Federal or state securities laws, or
* the Delaware limited partnership laws
* will jeopardize our ability to be taxed as a partnership and not as a
corporation, or
* will affect characterizations or treatment of income or loss.
Termination Of The Partnership
This partnership will terminate:
* at 11:59 p.m. twenty-one years from the date of the Limited Partnership
Agreement
* by election of the general partner, in its sole discretion, to terminate
and dissolve this partnership
* upon the dissolution, death, resignation, withdrawal, bankruptcy or
insolvency of the general partner, unless the limited partners unanimously
elect to carry on the business and a new general partner has been substituted
* if it does not pay its annual franchise fee and file its annual report
with the State of Delaware, which will cause it to be dissolved under
Delaware law
* upon any event which makes the continued existence of the partnership
unlawful, or
* upon the unanimous vote of the Limited Partners.
Meetings
We are not required to hold regular meetings, however, partners may call
meetings to vote on certain issues, including:
* amendment of the limited partnership agreement; provided, however, any
amendment which modifies the compensation or distributions to the general
partner or which affects the duties of the general partner requires its
consent
* removal of the general partner and election of a new general partner
* cancellation of any contract for services with the general partner,
without penalty, upon 60 days written notice; provided, however, the maximum
period of any contract between the general partner and the partnership is one
year; and, provided further, should any amendment to this partnership
agreement attempt to modify the compensation or distributions to which the
general partner is entitled or which affects the duties of the general
partner, such amendment will become effective only upon the consent of the
general partner.
* the right to approve, prior to sale, the sale or distribution, outside
the ordinary course of business, of all or substantially all of the assets of
the partnership.
* dissolution of the partnership.
* change of any of the partnership's basic investment policies or in the
structure of the partnership.
See Management of Partnership Affairs.
The general partner must receive in person or by certified mail a written
request with a check to cover the cost of sending notice of the meeting to
all partners. The written request must be signed by one or more partners who
collectively own 10% or more of the outstanding partnership interests. The
general partner then has 15 days to call the meeting
Redemptions
Redemption allows you to receive your share of the net assets of this
partnership. You may not redeem or liquidate any partnership interests until
six months after you have been allocated partnerships interests from your
subscription proceeds. The general partner must receive written notice prior
to the last day immediately preceding the desired effective date of
redemption. The effective date of redemption must be the last day of the
then current or a future month.
The general partner will try its best to comply with the redemption request
within twenty days following the effective date. However, you should be
aware that the general partner may be unable to timely comply with the
request if there is not enough cash. This may be because the trading advisor
cannot liquidate the positions it has taken, or because there are contingent
claims on partnership assets.
If the general partner notifies you in writing, it may declare additional
redemption dates or cause the partnership to redeem fractions of units of
partnership interests. If the general partner notifies you in writing prior
to registering partnership interests for public sale, it may redeem your
partnership interests if you don't hold the required minimum amount of
partnership interests which it has established.
We will charge a redemption fee of 4% of the value of the redemption request if
it is received prior to the last day of the sixth month after the acceptance of
your subscription. Thereafter, we will reduce the redemption fee by 1% every 6
months as follows:
Redemption Request Received Redemption Fee
- ---------------------------------------------------------------
Before the last day of 6th month of investment 4%
From the 7th Month through the 12th month 3%
From the 13th Month through the 18th month 2%
From the 19th Month through the 24th month 1%
Thereafter None
Plan For Sale Of Partnership Interests
The Selling Agent
We are offering and selling the partnership interests through Futures
Investment Company, 5916 N. 300 West, P.O. Box C, Fremont, Indiana 46737, a
broker/dealer registered with the National Association of Securities Dealers.
The general partner or Futures Investment Company may also select other
broker dealers to sell the partnership interests. However, no other selling
agents have been appointed to date and none are expected to be appointed.
All partnership interests will be sold on a best efforts basis, which means
the selling agent will try, but not guarantee, to sell all the partnership
interests.
Although we are offering a maximum of $15,000,000 in partnership interests,
the Limited Partnership Agreement authorizes the general partner to determine
the amount of partnership interests to be sold. Accordingly, the partnership
may sell an unlimited amount of partnership interests.
Futures Investment Company is owned by Mr. Michael Pacult and his wife, Mrs.
Pacult, who is an individual general partner and the sole shareholder,
director, and officer of the corporate general partner. Mr. and Ms. Pacult
are also registered with the National Futures Association as associated
persons and with the National Association of Securities Dealers, Inc. as
registered representatives of Futures Investment Company. In those
capacities, they earn sales and trailing commissions on the partnership
interests they sell and service.
Futures Investment Company is an Illinois corporation that was incorporated
on December 6, 1983. It was officially registered as a fully disclosed
broker dealer with the National Association of Securities Dealers on July 24,
1997. Currently, Futures Investment Company principally offers and trades
securities and commodities as a Commodity Futures Trading Commission
registered introducing broker. It has and will continue to participate in
offerings of other commodity pools sponsored by the general partner or other
persons or entities in competition with us.
Escrow
New partners will be admitted to the partnership on the first business day of
the month following the month in which their subscription documents were
accepted. Until they are admitted to the partnership and assigned
partnership interests, all cash and subscription documents will be held in a
segregated escrow account maintained by the general partner as escrow agent.
No escrow funds will be available to pay partnership debts or claims.
The interest earned on your subscription during the escrow period will be
deposited in our account, and you will receive a corresponding amount of
additional partnership interests at the current month end net asset value per
partnership interest.
If you are investing in the partnership by transferring funds from an account
at Vision Limited Partnership, your funds may not be placed in escrow, but
instead may be transferred to the partnership account on the date to be
deposited.
Cash from subscriptions held in the escrow account will be invested in short-
term investments that meet applicable regulatory requirements. These
include United States Treasury Bills or other comparable interest-bearing
instruments that are expected to be liquid, substantially risk-less
instruments, with correspondingly low yields.
There cannot be any assurance that any additional partnership interests will
be sold. The general partner is authorized, in its sole discretion, to
terminate this or any future offering of partnership interests.
Subscription Procedure
To purchase partnership interests, you must:
* complete and execute a suitability questionnaire and a subscription
agreement (Exhibit D), and
* deliver the executed subscription documents and check to the sales agent.
You should make out the check to "Escrow Account for Atlas Futures Fund, LP".
Your check will then be delivered to the escrow agent within 24 hours of
receipt.
Under no circumstances should you:
* make payment in cash, or
* make any checks payable to the partnership, the general partner, the
selling agent or any of their registered representatives or affiliates.
Subscription Amounts
You must purchase at least $25,000 in partnership interests; however, the
general partner may reduce this to not less than the regulatory minimum of
$5,000. You may make additional investments above $25,000 in $1,000
increments, but you may not invest more than 10% of your net worth in
the partnership. If you have not provided collectible funds, whether in the
form of a bad check or draft, or otherwise, any partnership interests
recorded in our books in your favor shall be cancelled.
Revocation and Acceptance of Subscription
Once you have purchased partnership interests, you may revoke your
subscription within five business days after you send it to us, or longer, if
there are Federal or state securities laws which allow you to do so. After
the lapse of five business days from submission, your subscription will be
irrevocable and, thereafter, you must redeem pursuant to the terms of the
Limited Partnership Agreement. The partnership interests offered to you are
subject to prior sale. The general partner has sole discretion to reject any
subscription, in whole or in part, within five days. If your subscription is
accepted, the general partner will send you written confirmation of your
purchase, and you will be admitted as a limited partner on the first business
day of the following month.
Net Worth Tests
To purchase partnership interests, you must have at least:
* a minimum net worth of $150,000, exclusive of home, home furnishings and
automobiles, or
* a minimum annual gross income of $45,000 and a minimum net worth of
$45,000, exclusive of home, home furnishings and automobiles.
You may have to satisfy higher amounts if you live in certain states. See
Exhibit D.
In the case of sales to fiduciary accounts, the net worth and income
standards may be met by the beneficiary, the fiduciary account, or the donor
or grantor who supplies the funds to purchase the partnership interests, if
the donor or grantor is the fiduciary.
Investor Warranties
When you execute and deliver your Subscription Agreement and Power of
Attorney, you are making representations and warranties to the general
partner, the futures commission merchant and the selling agent.
Specifically:
(a) you are of legal age to execute the Subscription Agreement and Power of
Attorney and are legally competent to do so
(b) you acknowledge that you have received, read and understand the
prospectus, including the Limited Partnership Agreement, prior to subscribing
for partnership interests
(c) all information you have given to the general partner or that is set
forth in the Subscription Agreement and Power of Attorney submitted by you is
correct and complete as of the date of the agreement. Also, if there are any
change in such information prior to acceptance of your subscription, you will
immediately furnish the revised or corrected information to the general
partner
(d) unless (e) or (f) below apply to you, your subscription is made with
your own funds for your own account and not as trustee, custodian or nominee
for another.
(e) the subscription, if made as custodian for a minor, is a gift you have
made to the minor and is not made with the minor's funds; or, if not a gift,
the representations as to net worth and annual income apply only to such
minor.
(f) if you are subscribing in a representative capacity:
* you have full power and authority to purchase the partnership
interests and enter and be bound by the Subscription Agreement and Power of
Attorney on behalf of the entity for which you are purchasing the partnership
interests, and
* such entity has full right and power to purchase the partnership
interests and enter and be bound by the Subscription Agreement and Power of
Attorney and become a limited partner pursuant to the Limited Partnership
Agreement attached as Exhibit A.
The general partner, the futures commission merchant and the selling agent
may rely upon any of the above representations and warranties as a defense to
any claim made against it.
Legal Matters
Litigation And Claims
Within the past 5 years as of the date of this prospectus, there have been no
material administrative, civil or criminal actions against either general
partner, the commodity trading advisor, the introducing broker, the selling
agent, or any principal or affiliate of any of them. This includes any
actions pending, on appeal, concluded, threatened, or otherwise known to
them. The futures commission merchant, Refco, Inc., does have litigation
material to it which is unrelated to us.
Neither Refco, Inc. or any of its principals have been the subject of any
administrative, civil, or criminal action, whether pending, on appeal, or
concluded, within the preceding five years that Refco would deem material for
purposes of Part 4 of the Regulations of the Commodity Futures Trading
Commission, or the CFTC, except as follows.
On May 24, 1999, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 99-12) in which Refco was alleged to
have violated certain order taking, record-keeping, and supervisory rules.
The CFTC allegations pertained to the period from January 1995 through
December 1995 in which Refco took trading instructions from an independent
introducing broker/broker-dealer that had discretionary trading authority
over approximately 70 accounts. Without any hearing on the merits and
without admitting any of the allegations, Refco settled the proceeding and
agreed to payment of a $6 million civil penalty, entry of a cease and desist
order, funding of a study on order entry and transmission procedures, and a
review of its compliance policies and procedures related to its handling of
trades by floor and back office personnel.
Refco does not believe that the foregoing matter is material to the clearing
and execution services it will render to the Partnership.
Legal Opinion
The Scott Law Firm, P.A., 940 Northeast 79th Street, Suite A, Miami, FL 33138,
serves as special counsel to us and the general partner with respect to:
* the offering of partnership interests
* the preparation of this prospectus
* the legality of the partnership interests offered, and
* the classification of the partnership as a partnership for tax purposes.
From time to time, the firm will also advise us and the general partner
regarding the maintenance of our tax status, the legality of any subsequent
offers, and the legality of any transfers by partners.
The general partner has granted the firm the right to employ other law firms to
help in matters that relate to the sale of partnership interests or our
operation.
The Scott Law Firm, P.A. will not give you or any persons affiliated with you
legal advice. You should seek investment, legal, and tax advice from your own
legal counsel and other professionals of your choice.
Experts
We rely on various experts to perform services for us.
Frank L. Sassetti, & Co., 6611 West North Avenue, Oak Park, IL 60302 is our
accounting and auditing expert, and is responsible for auditing the books and
records of both us and Ashley Capital Management, Inc. It has also prepared
the audited financial statements in this prospectus and prepares our tax
returns.
Mr. James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL
60635 is another accounting expert who:
* has established our original books and records
* handles the journal entries
* prepares the monthly and annual financial statements and statements of
account, and
* prepares our K-1s.
The corporate general partner serves as our tax partner. The general partner
is required by the rules and regulations of the Commodity Futures Trading
Commission to send you unaudited monthly and annual account statements, and
financial statements audited by an independent certified public accountant.
We will send you the unaudited monthly statements as soon as practicable
after the end of each month, and will send you the audited annual financial
statements within 90 days after the end of each calendar year.
Additional Information
By our general partner, we have filed a registration statement on Form S-1
with the Securities and Exchange Commission under the Securities Act of 1933
to allow us to issue and sell our limited partnership interests.
This prospectus does not contain all of the information in the Form S-1
filing, for example, the Selling Agreement and the futures commission
merchant Customer Agreements which established the partnership accounts. The
description in this prospectus of these exhibits are summaries. For further
information regarding the partnership and the partnership interests offered,
you may inspect and copy, without charge, our complete filings, including
this prospectus, the exhibits and periodic reports, at the public reference
facilities of the Securities and Exchange Commission at:
* 450 Fifth Street, NW, Washington, D.C. 20549
* its Northeast Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048, and
* its Midwest Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661
Also, the Securities and Exchange Commission offices will send you copies of
all or any part of this filing by mail, upon payment of the prescribed rates.
This prospectus and other electronic filings made through the Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system are publicly available through
the Commission's Web site, http://www.sec.gov.
In addition, our books and records will be maintained for six years at the
affiliate of the partnership, Futures Investment Company, 5916 N. 300 west,
P.O. Box C, Fremont, IN 46737, (219) 833-1306, with a duplicate set maintained
at the offices of Mr. James Hepner, Certified Public Accountant, at 1824 N.
Normandy, Chicago, IL 60635, (773) 804-0074.
You are invited to review any materials available to the general partner
relating to:
* this partnership
* our operations
* this offering
* the commodity experience and trading history of:
* the commodity trading advisor
* the general partner
* the commodity brokers, and
* their respective officers, directors and affiliates
* the Advisory Agreement between us and the commodity trading advisor
* the Customer Agreements between us and our Commodity Brokers
* the commodity trading advisor's disclosure document
* the forms filed with the National Futures Association for any registered
entity or person related to this partnership, and
* any other matters relating to the laws applicable to this offering or this
partnership.
The officer and staff of the general partner will answer all reasonable
inquiries you may have. All the above materials will be made available at
any mutually convenient location at any reasonable hour after reasonable
prior notice.
The general partner will allow you to obtain any additional information from
third parties necessary to verify any representations or information in this
prospectus and its exhibits, assuming the general partner possesses such
information or has a right to acquire it with reasonable effort and expense.
However, your review is limited by the proprietary and confidential nature of
the commodity trading advisor's trading systems and by the confidentiality of
personal information relating to other investors.
*******************************************************************************
Part II
Statement of Additional Information
Atlas Futures Fund, Limited Partnership
This Statement of Additional Information is the second part of a two-part
document and should be read in conjunction with Part I of Atlas Futures
Fund's disclosure document dated May 30, 2002, both of which are combined in
this single prospectus.
Table of Contents
Financial Statements
A. Atlas Futures Fund, Limited Partnership
Audited Financial Statements as of December 31, 1998, 1999, 2000 and 2001
Reviewed Financial Statements for the Three Months Ended March 31, 2002
(Unaudited) and the Year Ended December 31, 2001 (Audited)
B. Ashley Capital Management, Inc.
Audited Financial Statements as of December 31, 1998, 1999, 2000 and 2001
Appendix I - Commodity Terms And Definitions; State Regulatory Glossary
Exhibit A - Limited Partnership Agreement
Exhibit B - Request For Redemption
Exhibit C - Suitability Information
Exhibit D - Subscription Agreement And Power Of Attorney
Exhibit E - Escrow Agreement
Exhibit F - Investment Advisory Contract
The date of this Statement of Additional Information is May 30, 2002
*******************************************************************************
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE YEARS ENDED
DECEMBER 31, 2000, 1999 AND 1998
(With Auditors' Report Thereon)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the related
statements of operations, partners' equity and cash flows for the years ended
December 31, 2000 and 1999 and the period from January 12, 1998 (inception)
to December 31, 1998. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
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, the financial statements referred to above present
fairly, in all material respects, the financial position of ATLAS FUTURES
FUND, LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years ended December 31, 2000
and 1999 and the period from January 12, 1998 (inception) to December 31,
1998, in conformity with generally accepted accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: March 25, 2001 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS
2000 1999
Cash (Note 7) $ 560 $ 62,749
United States Treasury Obligations (Note 6) 3,199,558 691,109
Accrued interest receivable 36,401 6,497
Due from limited partners 142,503 192,665
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 1,187,154 790,465
Net unrealized gain on open commodity
futures contracts (Note 8) 1,375,352 3,580
$ 5,941,528 $ 1,747,065
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued trading commissions payable $ 14,268 $ 2,895
Accrued management fees payable 7,672 7,502
Accrued incentive fees payable 318,405 6,573
Accrued accounting and auditing fees payable 4,193 1,477
Sales commissions payable 11,617 19,126
Partner redemption payable 27,591
Total Liabilities 383,746 37,573
PARTNERS' EQUITY
Limited partners - (4434.4 and 1738.6 units) 5,557,782 1,659,249
General partner - (0 and 52.6 units) 50,243
Total Partners' Equity 5,557,782 1,709,492
$ 5,941,528 $ 1,747,065
The accompanying notes are an integral part
Of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998
January 12, 1998
to
2000 1999 December 31, 1998
REVENUES
Realized gain/(loss) from trading in
futures $ 356,986 $ 37,130 $
Realized gain/(loss) on exchange rate
fluctuation 1,600 8
Changes in unrealized gains on
open commodity futures contracts 1,371,772 3,580
Interest income 162,762 8,709
Redemption penalty 9,567
Total Revenues 1,902,687 49,427
EXPENSES
Commissions 171,976 18,953
Management fees 104,921 8,816
Incentive fees 390,501 6,573
Professional accounting and legal fees 39,496 4,968
Organization costs 1,200
Other operating and administrative
expenses 5,456 257 353
Total Expenses 712,350 40,767 353
NET INCOME (LOSS) $1,190,337 $ 8,660 $ (353)
NET INCOME (LOSS)-
Limited partnership unit $ 361.85 $ 6.29 $(177.00)
General partnership unit $ 97.04 $ 9.04 $(176.50)
The accompanying notes are an integral part
Of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Initial partner
contributions $ $ 2,000 2.00 $ 2,000 2.00
Net loss -
January 12, 1998
to December 31,
1998 (353) (353)
Balance -
December 31, 1998 1,647 2.00 1,647 2.00
Addition -
of 1789.234 units 1,651,584 1738.59 47,601 50.64 1,699,185 1,789.23
Net income 7,665 995 8,660
Balance -
December 31, 1999 1,659,249 1738.59 50,243 52.64 1,709,492 1,791.23
Addition -
of 3092.404 units 3,138,897 3092.41 3,138,897 3,092.41
Syndication costs
paid (16,864) (16,864)
Withdrawal -
of 449.237 units (409,154)(396.60) (54,926)(52.64) (464,080) (449.24)
Net income 1,185,654 4,683 1,190,337
Balance -
December 31, 2000 $5,557,782 4434.40 $ $5,557,782 4,434.40
December 31, December 31, December 31,
2000 1999 1998
Value per unit $1,253.33 $ 954.37 $ 823.50
Total partnership units 4,434.40 1,791.23 2.00
The accompanying notes are an integral part
Of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998
January 12, 1998
to
2000 1999 December 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $1,190,337 $ 8,660 $ (353)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities -
Changes in operating assets and
liabilities -
Organization costs paid (288)
Equity in Commodity Futures
Trading Accounts (1,768,461) (794,045)
Accrued interest receivable (29,904) (6,497)
U.S. Treasury Obligations (2,508,449) (691,109)
Accrued commissions payable 3,864 22,021
Management and incentive fees
payable 312,002 14,075
Partner redemption payable 27,591
Accounting and auditing fees
payable 2,716 1,477
Net Cash Used In
Operating Activities (2,770,304) (1,445,418) (641)
CASH FLOWS FROM FINANCING ACTIVITIES
Initial partner contributions 2,000
Proceeds from sale of units, net
of sales commissions 3,138,897 1,780,414
Syndication and registration costs (16,864) (80,941)
Proceeds due from limited partners 50,162 (192,665)
Partner cash redemptions (464,080) -
Net Cash Provided By
Financing Activities 2,708,115 1,506,808 2,000
NET INCREASE (DECREASE) IN CASH (62,189) 61,390 1,359
CASH
Beginning of period 62,749 1,359
End of period $ 560 $ 62,749 $ 1,359
The accompanying notes are an integral part
Of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Atlas Futures Fund, Limited Partnership (the Fund) was formed January
12, 1998 under the laws of the State of Delaware. The Fund is engaged in
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. is the General Partner and
the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. Recurring
registration costs, if any, will be charged to expense as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
Net cash provided by operating activities include no cash payments for
interest or income taxes for the years ended December 31, 2000 and 1999 and
the period January 12, 1998 (inception) to December 31, 1998.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, include executing and filing
all necessary legal documents, statements and certificates of the Fund,
retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the Partnership.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that -
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partner.
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any Units until after
the lapse of six months from the date of the investment. Thereafter, a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the Partnership at the Net Asset Value per Unit on the
last day of any month with ten days prior written request to the General
Partner. A redemption fee payable to the Partnership of a percentage of the
value of the redemption request is charged during the first 24 months of
investment pursuant to the following schedule:
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
4% if such request is received ten days prior to the last trading day
of the sixth month after the date of the partner's investment in the Fund
3% if such request is received during the seventh to twelfth month
after the investment.
2% if such request is received during the thirteenth to eighteenth
month.
1% if such request is received during the nineteenth to twenty-fourth
month.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading.
A management fee of 3% (annual rate) of the Fund's net assets allocated
to each CTA to trade will be paid to each CTA and 1% of equity to the Fund's
General Partner. Effective November 1, 2000, the management fee allocated to
each CTA was decreased to 0% (annual rate) and the management fee allocated
to the Fund's General Partner was increased to 2% (annual rate) of the Fund's
net assets.
An incentive fee of 20% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by each CTA and
expense allocated to his activity. In the event that trading produces a
loss, no incentive fees will be paid and all losses will be carried over to
the following months until profits from trading exceed the loss. It is
possible for one CTA to be paid an incentive fee during a quarter of a year
when the Fund experienced a loss. Effective November 1, 2000, the incentive
fee was increased to 25% of "new trading profits."
The Fund will pay fixed commissions of 9% (annual rate) of assets
assigned to be traded, payable monthly, to the Introducing Broker affiliated
with the General Partner. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and Cash in trading accounts are pledged
as collateral for commodities trading on margin.
7. CONCENTRATIONS
The Fund maintains its cash balances at a high credit quality financial
institution. The balances may, at times, exceed federally insured credit
limits.
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values. Open commodity contracts had gross contract value of $1,770,800
on short positions at December 31, 1999. Open commodity contracts had gross
contract value of $81,103,765 on long positions and $7,068,373 on short
positions at December 31, 2000. Since trading commenced in October, 1999
there were no open positions at December 31, 1998.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain on open commodity futures contracts at
December 31, 2000, 1999 and 1998 was $1,375,352, $3,580 and $0, respectively.
*******************************************************************************
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2001 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 2000
(With Auditors' Report Thereon)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 2000, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ATLAS FUTURES
FUND, LIMITED PARTNERSHIP as of December 31, 2000, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: February 15, 2001 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEET
JUNE 30, 2001 AND DECEMBER 31, 2000
ASSETS
2001
(Unaudited) 2000
Cash (Note 7) $ 38,770 $ 560
United States Treasury Obligations ( Note 6) 3,469,743 3,199,558
Accrued interest receivable 18,017 36,401
Due from limited partners 86,861 142,503
Prepaid expense 87
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 1,450,687 1,187,154
Net unrealized gain on open commodity futures
contracts (Note 8) 336,597 1,375,352
$5,400,762 $5,941,528
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued trading commissions payable $ $ 14,268
Accrued management fees payable 9,101 7,672
Accrued incentive fees payable 318,405
Accrued accounting and auditing fees payable 2,175 4,193
Sales commissions payable 8,509 11,617
Partner redemption payable 76,682 27,591
Total Liabilities 96,467 383,746
PARTNERS' CAPITAL
Limited partners - (4,740.34 and 4,434.40 units) 5,304,295 5,557,782
General partner - (0 units)
Total Partners' Capital 5,304,295 5,557,782
$5,400,762 $5,941,528
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
Three Months Six Months
Ended Ended
Jun 30, 2000 Jun 30, 2000 2000
(Unaudited) (Unaudited) (audited)
REVENUES
Realized gain (loss) from trading in
futures $(129,342) $637,984 $ 356,986
Realized gain (loss) on exchange rate
fluctuation (6,106) (10,754) 1,600
Changes in unrealized gains (losses)
on open commodity futures contracts (120,231) (1,038,755) 1,371,772
Interest income 48,893 111,437 162,762
Redemption penalty 620 1,724 9,567
Total Revenues (206,166) (298,364) 1,902,687
EXPENSES
Commissions 107,189 214,016 171,976
Management fees 27,398 54,243 104,921
Incentive fees 390,501
Professional accounting and legal fees 11,630 33,855 39,496
Other operating and administrative
expenses 336 2,082 5,456
Total Expenses 146,553 304,196 712,350
NET INCOME (LOSS) $(352,719) $(602,560) $1,190,337
NET INCOME (LOSS) -
Limited partnership unit $ (74.87) $ (129.85) $ 361.85
General partnership unit $- $- $ 97.04
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2001
(Unaudited)
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance -
April 1, 2001 $5,608,871 4,697.22 $ $5,608,871 4,697.22
Addition of
165.921 units 192,200 165.92 192,200 165.92
Withdrawal of
122.8 units (138,707) (122.80) (138,707) (122.80)
Syndication
costs paid (5,350) (5,350)
Net loss (352,719) (352,719)
Balance -
June 30, 2001 $5,304,295 4,740.34 $ $5,304,295 4,740.34
Value per unit $1,118.97
Total partnership units 4,740.34
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2001 (Unaudited) AND THE
YEAR ENDED DECEMBER 31, 2000
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance -
Dec 31, 1999 $1,659,249 1,738.59 $ 50,243 52.64 $1,709,492 1,791.23
Addition of
3092.404 units 3,138,897 1,738.59 3,092.41 3,138,897 3,092.41
Syndication
costs paid (16,864) (16,864)
Withdrawal-
of 449.237 units (409,154) (396.60) (54,926) (52.64) (464,080) (449.24)
Net income 1,185,654 4,683 1,190,337
Balance -
Dec 31, 2000 5,557,782 4,434.40 5,557,782 4,434.40
Addition of 428.743
units (Unaudited) 500,598 428.74 500,598 428.74
Withdrawal of 122.8
units (Unaudited) (138,707) (122.80) (138,707) (122.80)
Syndication costs
paid (Unaudited) (12,818) (12,818)
Net loss
(Unaudited) (602,560) (602,560)
Balance -
June 30, 2001
(Unaudited) $5,304,295 4,740.34 $ $5,304,295 4,740.34
2001
(Unaudited) 2000
Value per unit $1,118.97 $1,253.33
Total partnership units 4,740.34 4,434.40
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
Three Months Six Months
Ended Ended
Jun 30, 2000 Jun 30, 2000 2000
(Unaudited) (Unaudited) (audited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(352,719) $ (602,560) $1,190,337
Adjustments to reconcile net income
(loss) to net cash used in operating
activities -
Changes in operating assets and
liabilities -
Equity in Commodity Futures
Trading Accounts 296,447 775,222 (1,768,461)
Accrued interest receivable 8,498 18,384 (29,904)
U.S. Treasury Obligations (12,652) (270,185) (2,508,449)
Prepaid expense (87) (87)
Accrued commissions payable 163 (17,376) 3,864
Management and incentive fees payable 450 (316,976) 312,002
Accounting and auditing fees payable (235) (2,018) 2,716
Partner redemption payable 27,591
Net Cash Used In
Operating Activities (60,135) (415,596) (2,770,304)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 192,200 500,598 3,138,897
Syndication and registration costs (5,350) (12,818) (16,864)
Proceeds due from limited partners (61,680) 55,642 50,162
Cash partner redemptions (62,025) (89,616) (464,080)
Net Cash Provided By
Financing Activities 63,145 453,806 2,708,115
NET INCREASE (DECREASE) IN CASH 3,010 38,210 (62,189)
CASH
Beginning of period 35,760 560 62,749
End of period $ 38,770 $ 38,770 $ 560
The accompanying notes are an integral part
of the financial statements.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Atlas Futures Fund, Limited Partnership (the Fund) was formed January
12, 1998 under the laws of the State of Delaware. The Fund is engaged in
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. is the General Partner and
the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. Recurring
registration costs, if any, will be charged to expense as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
Net cash provided by operating activities include no cash payments for
interest or income taxes for the three and six months ended June 30, 2001 and
the year ended December 31, 2000.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, include executing and filing
all necessary legal documents, statements and certificates of the Fund,
retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the Partnership.
In addition, the general partners held a financial interest in the
partnership until June 30, 2000, at which time the investment was redeemed.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that -
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partner.
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any Units until after
the lapse of six months from the date of the investment. Thereafter, a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the Partnership at the Net Asset Value per Unit on the
last day of any month with ten days prior written request to the General
Partner. A redemption fee payable to the Partnership of a percentage of the
value of the redemption request is charged during the first 24 months of
investment pursuant to the following schedule:
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
4% if such request is received ten days prior to the last trading day
of the sixth month after the date of the partner's investment in the Fund
3% if such request is received during the seventh to twelfth month
after the investment.
2% if such request is received during the thirteenth to eighteenth
month.
1% if such request is received during the nineteenth to twenty-fourth
month.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading.
A management fee of 3% (annual rate) of the Fund's net assets allocated
to each CTA to trade will be paid to each CTA and 1% of equity to the Fund's
General Partner. Effective November 1, 2000, the management fee allocated to
each CTA was decreased to 0% (annual rate) and the management fee allocated
to the Fund's General Partner was increased to 2% (annual rate) of the Fund's
net assets.
An incentive fee of 20% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by each CTA and
expense allocated to his activity. In the event that trading produces a
loss, no incentive fees will be paid and all losses will be carried over to
the following months until profits from trading exceed the loss. It is
possible for one CTA to be paid an incentive fee during a quarter of a year
when the Fund experienced a loss. Effective November 1, 2000, the incentive
fee increased to 25% of "new trading profits."
The Fund will pay fixed commissions of 9% (annual rate) of assets
assigned to be traded, payable monthly, to the Introducing Broker affiliated
with the General Partner. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
6. PLEDGED ASSETS
The U. S. Treasury obligations and cash in trading accounts are pledged
as collateral for commodities trading on margin.
7. CONCENTRATIONS OF CREDIT RISK
The Fund maintains its cash balances at a high credit quality financial
institution. The balances may, at times, exceed federally insured credit
limits.
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values at the respective balance sheet dates. Open commodity contracts
had gross contract value of $3,110,909 on long positions and $21,571,400 on
short positions at June 31, 2001. Open commodity contracts had gross
contract value of $81,103,765 on long positions and $7,068,373 on short
positions at December 31, 2000.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain on open commodity futures contracts at June
30, 2001 and December 31 was $336,597 and $1,375,352, respectively.
*******************************************************************************
ASHLEY CAPITAL MANAGEMENT, INC.
FINANCIAL STATEMENTS
YEARS ENDED
DECEMBER 31, 2000, 1999 AND 1998
(WITH AUDITORS' REPORT THEREON)
To The Shareholders
Ashley Capital Management, Inc.
Dover, Kent County, Delaware
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of ASHLEY CAPITAL
MANAGEMENT, INC. as of December 31, 2000 and 1999, and the related
statements of income and retained earnings and cash flows for the three years
ended December 31, 2000, 1999 and 1998. These financial statements are the
responsibility of the Company's management. 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, the financial statements referred to above present
fairly, in all material respects, the financial position of ASHLEY CAPITAL
MANAGEMENT, INC. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the three years ended December 31, 2000,
1999 and 1998, in conformity with generally accepted accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: March 20, 2000 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ASHLEY CAPITAL MANAGEMENT, INC.
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS
2000 1999
CURRENT ASSETS
Cash $ 8,257 $ 2,263
Due from Atlas Futures Fund (Note 2) 7,672 1,185
Total Current Assets 15,929 3,448
INVESTMENTS (Note 3) 25,122
$ 15,929 $ 28,570
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Current Liabilities
Due to Futures Investment company $ $ 1,148
Accrued interest payable 240 1,290
Due to affiliate (Note 2)
Total Current Liabilities 240 2,438
Long-Term Debt (Note 3) 4,000 29,000
STOCKHOLDER'S EQUITY (Deficit)
Capital stock (common 1,500 shares
authorized, no par value; 1,000 issued
and outstanding) 1,000 1,000
Retained Earnings (Accumulated deficit) 10,689 (3,868)
Total Stockholder's
Equity (Deficit) 11,689 (2,868)
$ 15,929 $ 28,570
The accompanying notes are an integral part
of the financial statements
ASHLEY CAPITAL MANAGEMENT, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
REVENUES $39,079 $2,498 $
OPERATING EXPENSES 1,863 4,170 1,318
INCOME (LOSS) BEFORE EQUITY IN LIMITED
PARTNERSHIP 37,216 (1,672) (1,318)
EQUITY IN INCOME (LOSS) OF LIMITED
PARTNERSHIP (Note 3) 2,341 (702) (176)
NET INCOME (LOSS) 39,557 (2,374) (1,494)
RETAINED EARNINGS (ACCUMULATED DEFICIT)
Beginning of period (3,868) (1,494)
Less: Dividends paid (25,000)
End of period $10,689 $(3,868) $(1,494)
The accompanying notes are an integral part
of the financial statements
ASHLEY CAPITAL MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $39,557 $(2,374) $(1,494)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities -
Equity in (income) loss of limited
partnership (2,341) 702 176
Changes in operating assets and
liabilities -
Increase (decrease) in accrued interest
payable (1,050) 1,027 263
Due to Futures Investment company (1,148) 1,148
Due from Atlas Futures Fund (6,487) (1,185)
Net Cash Provided by (Used in)
Operating Activities 28,531 (682) (1,055)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment interest in limited
partnership (25,000) (1,000)
Distributions of investment interest in
limited partnership 27,463
Net Cash Provided by (Used in)
Investing Activities 27,463 (25,000) (1,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,000
Proceeds from long-term debt 25,000 4,000
Retirement of long-term debt (25,000)
Payment of dividend distributions (25,000)
Net Cash Provided by (Used in)
Financing Activities (50,000) 25,000 5,000
NET INCREASE (DECREASE) IN CASH 5,994 (682) 2,945
CASH -
Beginning of period 2,263 2,945
End of period $8,257 $2,263 $2,945
NON-CASH INVESTING AND FINANCING ACTIVITIES -
Organization and syndication costs of
Investee partnership incurred and paid
by affiliated company $ $(51,712) $51,712
The accompanying notes are an integral part
of the financial statements
ASHLEY CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 1999 AND 1998
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Ashley Capital Management, Inc. (the Company) was formed on October
15, 1996 under the laws of the State of Delaware to act as general partner of
the Atlas Futures Fund, Limited Partnership (the Fund).
The responsibilities of the General Partner, in addition to the
selection of trading advisors and other activity of the Fund, include
executing and filing all necessary legal documents, statements and
certificates of the Fund, retaining independent public accountants to audit
the Fund, employing attorneys to represent the Fund, reviewing the brokerage
commission rates to determine reasonableness, maintaining the tax status of
the Fund as a limited partnership, maintaining a current list of the names,
addresses and numbers of units owned by each Limited Partner and taking such
other actions as deemed necessary or desirable to manage the business of the
Partnership.
Use of Accounting 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 reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - The Company has no cash equivalents. Net
cash provided by operating activities includes cash payments for interest of
$983 for the year ended December 31, 2000. There were no cash payments for
interest for the years ended December 31, 1999 and 1998. There were no cash
payments for income taxes for the years ended December 31, 2000, 1999 and
1998.
Income Tax Status - For federal income tax purposes, the Company
elected S-Corporation status and therefore pays no federal income taxes,
since income or losses are passed through to the respective shareholders.
2. CORPORATE AFFILIATION
The Company's sole shareholder is also a joint owner of Futures
Investment Company. In addition, the Company is a general partner of Atlas
Futures Fund, a limited partnership.
2. CORPORATE AFFILIATION - CONTINUED
Also, the Company, in its capacity as general partner, has been
incurring the organization and offering costs of Atlas Futures Fund, which
totaled $51,712 as of December 31, 1998. These funds were not collateralized
and bore no interest. These funds were repaid in the year ended December 31,
1999.
3. INVESTMENTS
During 1998 and 1999, the Company purchased its interest in the Atlas
Futures Fund, Limited Partnership with an initial investment of $1,000 and an
additional $25,000 investment as one of the Fund's general partners. The
investment is being accounted for under the equity method and reported
profits of $2,341 during the 2000 year and losses of $702 and $176 during the
1999 and 1998 years, respectively. The Company redeemed its investment in
2000.
4. LONG-TERM DEBT
The Company and its sole shareholder signed a subordinated loan
agreement on October 24, 1996, whereby the Company can borrow up to $500,000
from the shareholder. The loan agreement bears interest at the rate of 12%
per annum and is payable on February 1, 2019; however, under certain
circumstances the borrower may repay the loan earlier. On April 16, 1998,
the Company borrowed $4,000 against this commitment, which will mature
February 1, 2019, in part to fund the expenses of the Company and to advance
proceeds to and invest into the limited partnership. An additional $25,000
was borrowed during 1999 and repaid in 2000.
*******************************************************************************
ASHLEY CAPITAL MANAGEMENT, INC.
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2001 (Unaudited) AND THE
YEAR ENDED DECEMBER 31, 2000
(WITH AUDITORS' REPORT THEREON)
To The Shareholders
Ashley Capital Management, Inc.
Dover, Kent County, Delaware
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of ASHLEY CAPITAL
MANAGEMENT, INC. as of December 31, 2000 and the related statements of
income and retained earnings and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ASHLEY CAPITAL
MANAGEMENT, INC. as of December 31, 2000, and the results of its operations
and its cash flows for the year ended in conformity with generally accepted
accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: March 20, 2000 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ASHLEY CAPITAL MANAGEMENT, INC.
BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
ASSETS
2001
(Unaudited) 2000
CURRENT ASSETS
Cash $10,123 $8,257
Due from Atlas Futures Fund (Note 2) 8,651 7,672
Total Current Assets 18,774 15,929
$18,774 $15,929
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Current Liabilities
Accrued interest payable $ 360 $ 240
Total Current Liabilities 360 240
Long-Term Debt (Note 4) 4,000 4,000
STOCKHOLDER'S EQUITY
Capital stock (common 1,500 shares
authorized, no par value; 1,000 issued
and outstanding) 1,000 1,000
Retained Earnings 13,414 10,689
Total Stockholder's Equity 14,414 11,689
$18,774 $15,929
The accompanying notes are an integral part
of the financial statements
ASHLEY CAPITAL MANAGEMENT, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2001, AND
THE YEAR ENDED DECEMBER 31, 2000
2001
(Unaudited) 2000
REVENUES $26,845 $39,079
OPERATING EXPENSES 120 1,863
INCOME BEFORE EQUITY IN LIMITED
PARTNERSHIP 26,725 37,216
EQUITY IN INCOME OF LIMITED
PARTNERSHIP (Note 3) 2,341
NET INCOME 26,725 39,557
RETAINED EARNINGS
Beginning of period 10,689 (3,868)
Less: Dividends paid (24,000) (25,000)
End of period $13,414 $10,689
The accompanying notes are an integral part
of the financial statements
ASHLEY CAPITAL MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND THE
YEAR ENDED DECEMBER 31, 2000
2001
(Unaudited) 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $26,725 $39,557
Adjustments to reconcile net income to net
cash provided by operating activities -
Equity in income of limited partnership (2,341)
Changes in operating assets and liabilities -
Increase (decrease) in accrued interest
payable 120 (1,050)
Due to Futures Investment company (1,148)
Due from Atlas Futures Fund (979) (6,487)
Net Cash Provided by
Operating Activities 25,866 28,531
CASH FLOWS FROM INVESTING ACTIVITIES
Distributions of investment interest in
limited partnership 27,463
Net Cash Provided by
Investing Activities 27,463
CASH FLOWS FROM FINANCING ACTIVITIES
Retirement of long-term debt (25,000)
Payment of dividend distributions (24,000) (25,000)
Net Cash Used in
Financing Activities (24,000) (50,000)
NET INCREASE IN CASH 1,866 5,994
CASH -
Beginning of period 8,257 2,263
End of period $10,123 $8,257
The accompanying notes are an integral part
of the financial statements
ASHLEY CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Ashley Capital Management, Inc. (the Company) was formed on October
15, 1996 under the laws of the State of Delaware to act as general partner of
the Atlas Futures Fund, Limited Partnership (the Fund).
The responsibilities of the General Partner, in addition to the
selection of trading advisors and other activity of the Fund, include
executing and filing all necessary legal documents, statements and
certificates of the Fund, retaining independent public accountants to audit
the Fund, employing attorneys to represent the Fund, reviewing the brokerage
commission rates to determine reasonableness, maintaining the tax status of
the Fund as a limited partnership, maintaining a current list of the names,
addresses and numbers of units owned by each Limited Partner and taking such
other actions as deemed necessary or desirable to manage the business of the
Partnership.
Use of Accounting 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 reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - The Company has no cash equivalents. Net
cash provided by operating activities includes cash payments for interest of
$983 for the year ended December 31, 2000. There were no cash payments for
interest for the three months ended March 31, 2001. There were also no cash
payments for income taxes for the three months ended March 31, 2001, or the
year ended December 31, 2000.
Income Tax Status - For federal income tax purposes, the Company
elected S-Corporation status and therefore pays no federal income taxes,
since income or losses are passed through to the respective shareholders.
2. CORPORATE AFFILIATION
The Company's sole shareholder is also a joint owner of Futures
Investment Company. In addition, the Company is a general partner of Atlas
Futures Fund, a limited partnership. As general partner, the Company
receives management fees from the limited partnership. Unpaid management fee
revenue totaled $8,651 and $7,672 as of March 31, 2001, and December 31,
2000, respectively.
3. INVESTMENTS
During 1998 and 1999, the Company purchased its interest in the Atlas
Futures Fund, Limited Partnership with an initial investment of $1,000 and an
additional $25,000 investment as one of the Fund's general partners. The
investment was being accounted for under the equity method and reported
profits of $2,341 during the 2000 year. The Company redeemed its investment
in 2000.
4. LONG-TERM DEBT
The Company and its sole shareholder signed a subordinated loan
agreement on October 24, 1996, whereby the Company can borrow up to $500,000
from the shareholder. The loan agreement bears interest at the rate of 12%
per annum and is payable on February 1, 2019; however, under certain
circumstances the borrower may repay the loan earlier. On April 16, 1998,
the Company borrowed $4,000 against this commitment, which will mature
February 1, 2019, in part to fund the expenses of the Company and to advance
proceeds to and invest into the limited partnership. An additional $25,000
was borrowed during 1999 and repaid in 2000.
*******************************************************************************
Appendix I
Commodity Terms And Definitions
Identification of the parties and knowledge of various terms and concepts
relating to trading in futures and forward contracts and this offering are
necessary for a potential investor to identify the risks of investment in the
Fund.
1256 Contract. See Taxation - Section 1256 Contract.
Additional Sellers. See definition of Selling Agent.
Affiliated Introducing Broker. The introducing broker is affiliated with
Mrs. Shira Del Pacult, one of the general partners and the sole principal of
Ashley Capital Management, Inc., the other general partner. The introducing
broker has no affiliation with the partnership. Also see definition of
Introducing Broker.
Associated Persons. The persons registered pursuant to the Commodity
Exchange Act with the futures commission merchant, the selling agent,
additional sellers, or the introducing broker who are eligible to service the
partnership, the partners and to receive trailing commissions.
Average Price System. The method approved by the Commodity Futures Trading
Commission to permit the commodity trading advisor to place positions sold or
purchased in a block to the numerous accounts managed by the advisor. See
The Commodity Trading Advisor in the main body of the prospectus.
Best Efforts. The term to describe that the party is liable only in the
event they intentionally fail or are grossly negligent in the performance of
the task described.
Broker. See definitions of Futures Commission Merchant and Introducing
Broker.
Capital means cash invested in the partnership by any partner and placed at
risk for the business of the partnership.
Commodity Futures trading Commission. Commodity Futures Trading Commission,
2033 K Street, Washington, D.C., 20581. An independent regulatory commission
of the United States government empowered to regulate commodity futures
transactions under the Commodity Exchange Act.
Commodity. Goods, wares, merchandise, produce, currencies, and stock indices
and in general everything that is bought and sold in commerce. Traded
commodities on U. S. Exchanges are sold according to uniform established
grade standards, in convenient predetermined lots and quantities such as
bushels, pounds or bales, are fungible and, with a few exceptions, are
storable over periods of time.
Commodity Broker. See definitions of Futures Commission Merchant and
Introducing Broker.
Commodity Exchange Act. The statute providing the regulatory scheme for
trading in commodity futures and options contracts in the United States under
the administration of the Commodity Futures Trading Commission which will
provide the opportunity for reparations and other redress for claims.
Commodity Pool Operator. Ashley Capital Management, Inc., 5916 N. 300 West,
Fremont, IN 46737, (219) 833-1306; and, Mrs. Shira Del Pacult, 5916 N. 300
West, P.O. Box C, Fremont, IN 46737. A person that raises capital through
the sale of interests in an investment trust, partnership, corporation,
syndicate or similar form of enterprise, and uses that capital to invest
either entirely or partially in futures contracts.
Commodity Trading Advisor. Clarke Capital Management, Inc., 116 W. 2nd
Street, Hinsdale, Illinois 60521; (630) 323-5913. A person or entity which
renders advice about commodities or about the trading of commodities, as part
of a regular business, for profit. Particularly, those who will be
responsible for the analysis and placement of trades for the partnership.
Daily Price Limit. The maximum permitted movement in a single direction
(imposed by an exchange and approved by the CFTC) in the price of a commodity
futures contract for a given commodity that can occur on a commodity exchange
on a given day in relation to the previous day's settlement price, which is
subject to change, from time to time, by the exchange (with CFTC approval).
Escrow Agent and Escrow Account. The corporate general partner will maintain
an escrow account which will hold all the subscription documents and proceeds
until such time as either the subscription is accepted or the offering is
terminated.
Exchange for Physicals. A practice whereby positions in futures contracts
may be initiated or liquidated by first executing the transaction in the
appropriate cash market and then arbitraging the position into the futures
market (simultaneously buying the cash position and selling the futures
position, or vice versa).
Form K-1. The section of the Federal Income Tax Return filed by the
partnership which identifies the amount of investment in the partnership, the
gains and losses for the tax year, and the amount of such gains and losses
reportable by a partner on the partner's tax return.
Fully-Committed Position. Each commodity trading advisor has an objective
percentage of equity to be placed at risk. In addition, the CFTC places
limits upon the number of positions a single commodity trading advisor may
have in commodities. When either the objective percentage of equity is
placed at risk or the commodity trading advisor reaches the limit in number
of positions, the account or accounts have a fully-committed position.
Futures Commission Merchant. Refco, Inc., One World Financial Center, Tower
A, Suite 2300, 200 Liberty Street, New York, NY 10281. The person that
solicits or accepts orders for the purchase or sale of any commodity for
future delivery subject to the rules of any contract market and in connection
with such solicitation or acceptance of orders, accepts money or other assets
to margin, guarantee, or secure any trades or contracts that result from such
orders for a commission. The introducing broker is responsible for the
negotiation and payment of the commission to the futures commission merchant.
Futures Contract. A contract providing for (1) the delivery or receipt at a
future date of a specified amount and grade of a traded Commodity at a
specified price and delivery point, or (2) cash settlement of the change in
the value of the contract. The terms of these contracts are standardized for
each commodity traded on each exchange and vary only with respect to price
and delivery months. A futures contract should be distinguished from the
actual physical commodity, which is termed a cash commodity. Trading in
futures contracts involves trading in contracts for future delivery of
commodities and not the buying and selling of particular physical lots of
commodities. A contract to buy or sell may be satisfied either by making or
taking delivery of the commodity and payment or acceptance of the entire
purchase price therefore, or by offsetting the contractual obligation with a
countervailing contract on the same exchange prior to delivery.
Futures Investment Company. The selling agent and introducing broker, 5916
N. 300 West, P.O. Box C, Fremont, IN 46737 which will introduce the trades to
the futures commission merchant for a fixed commission of 9% of equity on
deposit at the futures commission merchant allocated by the general partner
to trade. Mrs. Shira Del Pacult, one of the general partners and the
principal of Ashley Capital Management, Inc., the other general partner, is a
50% shareholder and one of the principals of Futures Investment Company. Her
husband, Michael Pacult, holds the other 50% and is also a principal.
General Partner. Ashley Capital Management, Inc., 5916 N. 300 West, Fremont,
IN 46737, (219) 833-1306; and, Mrs. Shira Del Pacult, 5916 N. 300 West, P.O.
Box C, Fremont, IN 46737. The manager of the fund.
Gross Profits. The income or loss from all sources, including interest income
and profit and loss from non-trading activities, if any.
Initial Closing. When the minimum offering amount has been raised and escrow
funds are released to the partnership for commencement of trading.
Introducing Broker. The introducing broker, Futures Investment Company, 5916
N. 300 West, P.O. Box C, Fremont, IN 46737, which will introduce the trades
to the futures commission merchant for a fixed commission of 9% of equity on
deposit at the futures commission merchant allocated by the general partner
to trade. Mrs. Shira Del Pacult, one of the general partners and the
principal of Ashley Capital Management, Inc., the other general partner, is
also one of the principals of the introducing broker, with her husband.
Introduction of Trades. The term used to describe the function performed by
the broker which handles the relationship between the partnership and the
futures commission merchant. See Introducing Broker.
Limited Partner. Persons admitted without management authority pursuant to
the partnership agreement.
Margin. A good faith deposit with a broker to assure fulfillment of the
terms of a futures contract.
Margin Call. A demand for additional monies to hold positions taken to
maintain a customer's account in compliance with the requirements of a
particular commodity exchange or of an futures commission merchant.
Minimum Offering/Maximum Offering. The Minimum is the amount required to be
invested before trading will commence, and the Maximum is the amount the
general partner establishes as the amount which will terminate this offering.
National Association of Securities Dealers. National Association of Security
Dealers, Inc., the self regulatory organization responsible for the legal and
fair operation of broker dealers, such as the selling agent.
Net Assets or Net Asset Value means the total assets, including all cash and
cash equivalents (valued at cost plus accrued interest and earned discount),
less total liabilities, of the partnership (each determined on the basis of
generally accepted accounting principles, consistently applied under the
accrual method of accounting or as required by applicable laws, regulations
and rules including those of any authorized self regulatory organization).
See Exhibit A, The Limited Partnership Agreement, 1.2(e).
Net Unit Value. The net assets of the partnership divided by the total
number of units of partnership interests outstanding.
Net Gains. The net profit from all sources.
New Net Profit. The amount of income earned from trading, less the trading
losses and brokerage commissions and fees paid to clear the trades which are
incurred or accrued during the then current accounting period. See Charges to
the Partnership.
Net Worth. The excess of total assets over total liabilities as determined
by generally accepted accounting principles. Net worth for a prospective
investor shall be exclusive of home, home furnishings and automobiles.
Offering and Organizational Expenses. The partnership has paid offering
expenses of $78,556, including organizational expenses, from the gross
proceeds of the offering at the time of the break of escrow at the initial
closing. North American Securities Administrator Association Guidelines for
Commodity Pools define offering and organizational expenses to include
selling commissions and redemption fees as well; and, for purposes of
limitation, these expenses cannot exceed 15% of capital raised pursuant to
the offering.
Option Contract. An option contract gives the purchaser the right (as
opposed to the obligation) to acquire (call) or sell (put) a given quantity
of a commodity or a futures contract for a specified period of time at a
specified price to the seller of the option contract. The seller has
unlimited risk of loss while the loss to a buyer of an option is limited to
the amount paid (premium) for the option.
Partners. The general partners and all limited partners in the partnership.
Partnership or Limited Partnership or Commodity Pool or Pool or Fund. The
Atlas Futures Fund, Limited Partnership, evidenced by Exhibit A to this
Prospectus, 5916 N. 300 West, Fremont, IN 46737, (219) 833-1306.
Position Limits. The Commodity Futures Trading Commission has established
maximum positions which can be taken in some, but not in all commodity
markets, to prevent the corner or control of the price or supply of those
commodities. These maximum number of positions are called position limits.
Principal. Mrs. Shira Del Pacult, one of the general partners and the
principal of the corporate general partner. Mrs. Pacult is also a principal
of the introducing broker.
Round-turn Trade. The initial purchase or sale of a futures or forward
contract and the subsequent offsetting sale or purchase of such contract.
Redemption. The right of a partner to tender its partnership interests to
the partnership for surrender at the net unit value. See the Limited
Partnership Agreement attached as Exhibit A.
Selling Agent. The National Association of Securities Dealers member broker
dealer, Futures Investment Company, 5916 N. 300 West, P.O. Box C, Fremont, IN
46737, selected by the general partner to offer the partnership interests for
sale. The general partner and the selling agent may select additional
selling agents to also offer partnership interests for sale. See Plan of
Distribution.
Selling Commissions. Six percent (6%) of the gross subscription amount
submitted by the prospective investor to be paid to the Selling Agent for
payment, in part, to Mrs. Pacult.
Scale in Positions. The commodity trading advisor selected by the general
partner presently has a large amount of equity under management. In some
situations, the positions desired to be taken on behalf of the partnership
and other accounts under management will be too large too be executed at one
time. The trading advisor intends to take positions at different prices, at
different times and allocate those positions on a ratable basis in accordance
with rules established by the Commodity Futures Trading Commission. This
procedure is defined as to scale in positions. The same definition and rules
apply when the trading advisor elects to exit a position.
Taxation - Section 1256 Contract is defined to mean: (1) any regulated
futures contract (RFC); (2) any foreign currency contract; (3) any non-equity
option; and (4) any dealer equity option.
The term RFC means a futures contract whether it is traded on or subject to
the rules of a national securities exchange which is registered with the
Securities and Exchange Commission, a domestic board of trade designated as a
contract market by the Commodity Futures Trading Commission or any other
board of trade, exchange or other market designated by the Secretary of
Treasury (a qualified board of exchange) and which is marked-to-market to
determine the amount of margin which must be deposited or may be withdrawn.
A "foreign currency contract" is a contract which requires delivery of, or
the settlement of, which depends upon the value of foreign currency which is
currency in which positions are also entered at arm's length at a price
determined by reference to the price in the inter-bank market. (The Secretary
of Treasury is authorized to issue regulations excluding certain currency
forward contracts from marked-to-market treatment.) A non-equity option means
an option which is treated on a qualified board or exchange and the value of
which is not determined directly or indirectly by reference to any stock (or
group of stocks) or stock index unless there is in effect a designation by
the Commodity Futures Trading Commission of a contract market for a contract
bond or such group of stocks or stock index. A dealer equity option means,
with respect to an options dealer, only a listed option which is an equity
option, is purchased or granted by such options dealer in the normal course
of his activity of dealing in options, and is listed on the qualified board
or exchange on which such options dealer is registered. See Federal Income
Tax Aspects.
Trading Advisor. See Commodity Trading Advisor.
Trailing Commissions. The share of the fixed commissions to be paid to the
individual associated persons who work for the National Association of
Securities Dealers member broker dealers or the introducing broker who have
either sold the partnership interests to the partners or are providing
services to the general partner or the other partners.
Taking Positions Ahead of the Partnership. The allocation of trades by other
than legally accepted methods by the commodity trading advisor or other
trader which favors parties who took the position unfairly.
Trading Matrix. The dollar value used by a commodity trading advisor to
define the number of positions to be taken by the accounts under management.
Some commodity trading advisors have different trading matrices for different
sized accounts. For example, they may trade all accounts over one million in
size differently than accounts under one million.
Unit. The term used to describe the initial $1,000 value and subsequent Net
Asset Value of general and limited partner interests of the partnership.
Unrealized Profit Or Loss. The profit or loss which would be realized on an
open position if it were closed at the current settlement price or the most
recent appropriate quotation as supplied by the broker or bank through which
the transaction is effected.
Underwriter. This term is not applicable to this offering. All sales of
partnership interests will be on a best efforts basis. The price of the
units will not be guaranteed, supported or underwritten in any way. See
Selling Agent.
State Regulatory Glossary
The following definitions are supplied by the state securities
administrators responsible for the review of public futures fund (commodity
pool) offerings made to residents of their respective states. They belong to
the North American Securities Administrators Association, Inc. which publish
"Guidelines for the Registration of Commodity Pool Programs", such as the
Fund, which contain these definitions. The following definitions are
published from the Guidelines, however, the general partner has made
additions to, but no deletions from, some of these definitions to make them
more relevant to an investment in the Fund.
Administrator-The official or agency administering the security laws of
a state. This will usually be the State of residence of the Fund or the
domicile of the broker or brokerage firm which makes the offer or the
residence of the potential investor.
Advisor-Any person who, for any consideration, engages in the business
of advising others, either directly or indirectly, as to the value, purchase,
or sale of commodity contracts or commodity options. This definition applies
to the commodity trading advisors and, when it provides such advice, to the
general partner.
Affiliate-An Affiliate of a Person means: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of
the outstanding voting securities of such Person; (b) any Person 10% or more
of whose outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote, by such Person; (c) any Person,
directly or indirectly, controlling, controlled by, or under common control
of such Person; (d) any officer, director or partner of such Person; or (e)
if such Person is an officer, director or partner, any Person for which such
Person acts in any such capacity. See "Conflicts". This applies to the fact
that Mrs. Shira Del Pacult one of the general partners, is the sole
shareholder and principal of the other general partner and also owns 50% of
the outstanding voting shares and is a principal in the affiliated
introducing broker.
Capital Contributions-The total investment in a Program by a
Participant or by all Participants, as the case may be. The purchase price,
less sales commissions, for the partnership interests.
Commodity Broker-Any Person who engages in the business of effecting
transactions in commodity contracts for the account of others or for his own
account. See Futures Commission Merchant and Introducing Broker.
Commodity Contract-A contract or option thereon providing for the
delivery or receipt at a future date of a specified amount and grade of a
traded commodity at a specified price and delivery point.
Cross Reference Sheet-A compilation of the Guideline sections,
referenced to the page of the prospectus, Program agreement, or other
exhibits, and justification of any deviation from the Guidelines. This sheet
is used by the State Administrator to review this prospectus.
Net Assets-The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles. Net
Assets shall include any unrealized profits or losses on open positions, and
any fee or expense including Net Asset fees accruing to the Program.
Net Asset Value Per Program Interest-The Net Assets divided by the
number of Program Interests outstanding.
Net Worth-The excess of total assets over total liabilities are
determined by generally accepted accounting principles. Net Worth shall be
determined exclusive of home, home furnishings and automobiles.
New Trading Profits-The excess, if any, of Net Assets at the end of the
period over Net Assets at the end of the highest previous period or Net
Assets at the date trading commences, whichever is higher, and as further
adjusted to eliminate the effect on Net Assets resulting from new Capital
Contributions, redemptions, or capital distributions, if any, made during the
period decreased by interest or other income, not directly related to trading
activity, earned on Program assets during the period, whether the assets are
held separately or in a margin account. See New Net Profit.
Organizational and Offering Expenses-All expenses incurred by the
Program in connection with and in preparing a Program for registration and
subsequently offering and distributing it to the public, including, but not
limited to, total underwriting and brokerage discounts and commissions
(including fees of the underwriter's attorneys), expenses for printing,
engraving, mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holders,
depositories, experts, expenses of qualification of the sale of its Program
Interest under Federal and state law, including taxes and fees, accountants'
and attorneys' fees.
Participant-The holder of a Program Interest. A Partner in the Fund.
Person-Any natural Person, partnership, corporation, association or
other legal entity.
Pit Brokerage Fee-Pit Brokerage Fee shall include floor brokerage,
clearing fees, National Futures Association fees, and exchange fees. These
fees will be paid by the Introducing Broker from the fixed commissions.
Program-A limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in Commodity
Contracts. The Fund.
Program Broker-A Commodity Broker that effects trades in Commodity
Contracts for the account of a Program. See the Futures Commission Merchant
and Introducing Broker.
Program Interest-A limited partnership interest or other security
representing ownership in a program. The units in the Fund. See Exhibit A,
the Limited Partnership Agreement.
Pyramiding-A method of using all or a part of an unrealized profit in a
Commodity Contract position to provide margin for any additional Commodity
Contracts of the same or related commodities.
Sponsor-Any Person directly or indirectly instrumental in organizing a
Program or any Person who will manage or participate in the management of a
Program, including a Commodity Broker who pays any portion of the
Organizational Expenses of the Program, and the general partner(s) and any
other Person who regularly performs or selects the Persons who perform
services for the Program. Sponsor does not include wholly independent third
parties such as attorneys, accountants, and underwriters whose only
compensation is for professional services rendered in connection with the
offering of the partnership interests. The term Sponsor shall be deemed to
include its Affiliates.
Valuation Date-The date as of which the Net Assets of the Program are
determined. For the Fund, this will be after the close of business on the
last business day of each month.
Valuation Period-A regular period of time between Valuation Dates. For
the Fund, this will be the close of business for each calendar month and each
calendar year.
[The balance of this page has been intentionally left blank]
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EXHIBIT C TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
SUBSCRIPTION REQUIREMENTS
By executing the Subscription Agreement and Power of Attorney for Atlas
Futures Fund Limited Partnership (the "Fund"), each purchaser ("Purchaser")
of Limited Partnership Interests (the "Units") in the Partnership irrevocably
subscribes for Units at a price equal to the Net Asset Value per Unit as of
the end of the month in which the subscription is accepted as described in
the Partnership's Offering Circular dated May 30, 2002 (the "Prospectus").
The minimum subscription is $25,000, however, it may be lowered to not less
than $5,000 by the General Partner; additional Units may be purchased in
multiples of $1,000. Subscriptions must be accompanied by a check in the
full amount of the subscription and made payable to "Escrow Account for
Atlas". Purchaser is also delivering to the Selling Agent an executed
Subscription Agreement and Power of Attorney (Exhibit D to the Prospectus).
Upon acceptance of Purchaser's Subscription Agreement and Power of Attorney
Purchaser agrees to contribute Purchaser's subscription to the Partnership
and to be bound by the terms of the Partnership's Limited Partnership
Agreement, attached as Exhibit A to the Prospectus. Purchaser agrees to
reimburse the Partnership and Ashley Capital Management, Incorporated (the
"General Partner") for any expense or loss incurred as a result of the
cancellation of Purchaser's Units due to a failure of Purchaser to deliver
good funds in the amount of the subscription price. By execution of the
Subscription Agreement and Power of Attorney, Purchaser shall be deemed to
have executed the Limited Partnership Agreement.
As an inducement to the General Partner to accept this subscription,
Purchaser (for the Purchaser and, if Purchaser is an entity, on behalf of and
with respect to each of Purchaser's shareholders, partners or beneficiaries),
by executing and delivering Purchaser's Subscription Agreement and Power of
Attorney, represents and warrants to the General Partner, the Commodity
Broker and the Selling Agent who solicited Purchaser's subscription and the
Fund, as follows:
(a) Purchaser is of legal age to execute the Subscription Agreement
and Power of Attorney and is legally competent to do so. Purchaser
acknowledges that Purchaser has received a copy of the Prospectus,
including the Limited Partnership Agreement, prior to subscribing for
Units.
(b) All information that Purchaser has heretofore furnished to the
General Partner or that is set forth in the Subscription Agreement and
Power of Attorney submitted by Purchaser is correct and complete as of
the date of such Subscription Agreement and Power of Attorney, and if
there should be any change in such information prior to acceptance of
Purchaser's subscription, Purchaser will immediately furnish such
revised or corrected information to the General Partner.
(c) Unless (d) or (e) below is applicable, Purchaser's subscription
is made with Purchaser's funds for Purchaser's own account and not as
trustee, custodian or nominee for another.
(d) The subscription, if made as custodian for a minor, is a gift
Purchaser has made to such minor and is not made with such minor's
funds or, if not a gift, the representations as to net worth and
annual income set forth below apply only to such minor.
(e) If Purchaser is subscribing in a representative capacity,
Purchaser has full power and authority to purchase the Units and enter
and be bound by the Subscription Agreement and Power of Attorney on
behalf of the entity for which he is purchasing the Units, and such
entity has full right and power to purchase such Units and enter and
be bound by the Subscription Agreement and Power of Attorney and
become a Limited Partner pursuant to the Limited Partnership Agreement
which is attached to the Prospectus as Exhibit A.
*******************************************************************************
EXHIBIT D TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
UNITS OF LIMITED PARTNERSHIP INTEREST
SUBSCRIPTION INSTRUCTIONS
Any person considering subscribing for
Units should carefully read and review the Prospectus.
The Units are speculative and involve a high degree of risk. No person
may invest more than 10% of his or her liquid net worth (exclusive of home,
furnishings and automobiles) in the Partnership. No entity and, in
particular, no ERISA plan-may invest more than 10% of its liquid net worth
(readily marketable securities) in the Partnership. If a purchaser is allowed
to purchase less than $25,000 in Units, then the purchaser must have a
minimum annual gross income of $45,000 and a minimum net worth of $45,000 or,
in the alternative, a minimum net worth of $150,000.
A Subscription Agreement and Power of Attorney Signature Page (the
"Signature Page") is attached to these Subscription Instructions and the
following Subscription Agreement and Power of Attorney. The Signature Page is
the document which you must execute if you wish to subscribe for Units. One
copy of such Signature Page should be retained by you for your records and
the others delivered to your Registered Representative.
FILL IN ALL OF THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING
BLACK INK ONLY, AS FOLLOWS
Item 1 - Enter the dollar amount (no cents) of the purchase.
Items 2 - Enter the Social Security Number or Taxpayer ID Number and
check the appropriate box to indicate the type of individual ownership
desired or of the entity that is subscribing. In the case of joint ownership,
either Social Security Number may be used.
The Signature Page is self-explanatory for most ownership types;
however, the following specific instructions are provided for certain of the
ownership types identified on the Signature Page:
Trusts-Enter the trust's name on Line 3 and the trustee's name on Line
4, followed by "Ttee." If applicable, use Line 7 also for the custodian's
name. Be sure to furnish the Taxpayer ID Number of the trust.
Custodian Under Uniform Gifts to Minors Act-Complete Line 3 with the
name of minor followed by "UGMA." On Line 7, enter the custodian's name
followed by "Custodian." Be sure to furnish the minor's Social Security
Number.
Partnership or Corporation-The partnership's or corporation's name is
required on Line 4. Enter a partner's or officer's name on Line 4. Be sure to
furnish the Taxpayer ID Number of the partnership or corporation. A
subscriber who is not an individual must provide a copy of documents
evidencing the authority of such entity to invest in the Partnership.
Item 8 - The investor(s) must execute the Subscription Agreement and
Power of Attorney Signature Page and review the representations relating to
backup withholding tax or non-resident alien status underneath the signature
and telephone number lines in Item 8.
Item 9 - Registered Representative must complete.
The Selling Agent's copy of the Subscription Agreement and Power of Attorney
Signature Page may be required to be retained in the Branch Office.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
UNITS OF LIMITED PARTNERSHIP INTEREST
BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934
SUBSCRIPTION AGREEMENT AND
POWER OF ATTORNEY
Ashley Capital Management, Inc.
General Partner ____________________________
5916 N. 300 West Your Social Security Number or
P. O. Drawer C Taxpayer ID Number
Fremont, IN 46737
Dear General Partner:
1. Subscription For Units. I hereby subscribe for the number of Limited
Partnership Units ("Units") in Atlas Futures Fund, Limited Partnership (the
"Fund") set forth below (minimum $25,000) in the Subscription Agreement and
Power of Attorney Signature Page, at a price per Unit as set forth in the
Fund disclosure document dated May 30, 2002. I have completed and executed a
Subscription Agreement and Power of Attorney Signature Page in the form
attached hereto as Exhibit "D", and delivered the executed Subscription
Documents to the Sales Agent and executed a check made payable to "Escrow
Account for Atlas" to be delivered by the Sales Agent to the Escrow Agent
within 24 hours after receipt for deposit to the Escrow Account. The General
Partner may, in its sole and absolute discretion, accept or reject this
subscription, in whole or in part. If this subscription is accepted, I
understand subscribers will earn additional Units in lieu of interest earned
on the undersigned's subscription during any period of time, if any, such
subscription is held in escrow. If this subscription is rejected, all funds
remitted by the undersigned will be returned, together with any interest
earned from escrow, if any.
2. Representations and Warranties of Subscriber. I have received and read a
copy of the disclosure document and supplement (the disclosure document and
supplement are collectively called the "Prospectus"). I understand that by
submitting this Subscription Agreement and Power of Attorney I am making the
representations and warranties set forth in "Exhibit C - Subscription
Requirements" contained in the Prospectus, including, without limitation,
representations and warranties relating to my net worth and annual income.
Additionally, I understand that my broker/dealer account application will be
forwarded to the General Partner to review my suitability for this
investment.
3. Power of Attorney. In connection with my acceptance of an Interest in the
Partnership, I do hereby irrevocably constitute and appoint the General
Partner, and its successors and assigns, as my true and lawful Attorney-in-
Fact, with full power of substitution, in my name, place and stead, to (i)
file, prosecute, defend, settle or compromise litigation, claims or
arbitration on behalf of the Partnership; and, (ii) make, execute, sign,
acknowledge, swear to, deliver, record and file any documents or instruments
which may be considered necessary or desirable by the General Partner to
carry out fully the provisions of the Limited Partnership Agreement of the
Partnership, which is attached as Exhibit A to the Prospectus, including,
without limitation, the execution of the said Agreement itself and by
effecting all amendments permitted by the terms thereof. The Power of
Attorney granted hereby shall be deemed to be coupled with an interest and
shall be irrevocable and shall survive, and shall not be affected by, my
subsequent death, incapacity, disability, insolvency or dissolution or any
delivery by me of an assignment of the whole or any portion of my interest in
the Partnership.
4. Irrevocability; Governing Law. You may revoke your subscription for five
business days after you send it to us (the "Revocation Period"). After the
lapse of five business days from submission, your subscription will be
irrevocable. The Units offered to you are subject to prior sale. I hereby
acknowledge and agree that after the Revocation Period I am not entitled to
cancel, terminate or revoke this subscription or any of my agreements
hereunder and that this subscription and such agreements shall survive my
death or disability. This Subscription Agreement and Power of Attorney shall
be governed by and interpreted in accordance with the laws of the State of
Delaware.
5. Suitability and Acceptance of Risks. In addition to the suitability
requirements set forth in Exhibit C, I represent and warrant to the General
Partner and Selling Agent that (i) I have the capacity of understanding the
fundamental aspects of the Partnership (or, if I do not have such fundamental
understanding, I have so advised the Selling Agent of such fact); and, (ii) I
understand the fundamental risks and possible financial hazards of an
investment in the Partnership (disclosed in the Prospectus under "Risk
Factors" identified on the face page, in the Summary, and described in the
Prospectus at page 4), including, but not limited to, the lack of liquidity
of my investment in the Partnership, the management and control by the
General Partner, and the tax consequences of the investment.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
Units of Limited Partnership Interests
Subscription Agreement and Power of Attorney
Signature Page
The investor named below, by execution and delivery of this Subscription
Agreement and Power of Attorney, by payment of the purchase price for Limited
Partnership Interests (the "Units") in Atlas Futures Fund, Limited
Partnership (the "Partnership"), and by enclosing a check payable to "Escrow
Account for Atlas", hereby subscribes for the purchase of Units, at a price
per Unit as set forth in the Prospectus.
The named investor further, by signature below, acknowledges (i) receipt and
that he has read the Prospectus of the Partnership dated May 30, 2002; (ii)
that such Prospectus includes the Partnership's Limited Partnership
Agreement, the Subscription Requirements, and the Subscription Agreement and
Power of Attorney set forth therein, the terms of which govern the investment
in the Units being subscribed for hereby; (iii) that this subscription may be
revoked within five business days after submission; and, (iv) after the lapse
of five business days from submission, this subscription will be irrevocable.
By my signature below, I represent that I satisfy the requirements relating
to net worth and annual income as set forth in Exhibit C to the Prospectus.
1) Total $ Amount __________________ (minimum of $25,000, unless lowered to
less than $25,000 but not less than $5,000 by the General Partner; $1,000
minimum for investors making an additional investment)
2) Social Security Number _____-___-_____
Taxpayer ID # _____-___-_____
Taxable Investors (check one):
O Individual Ownership
O Trust other than a Grantor or Revocable Trust
O Joint Tenants with Right of Survivorship
O Estate
O UGMA/UTMA (Minor)
O Tenants in Common
O Community Property
O Partnership
O Corporation
O Grantor or Other Revocable Trust
Non-Taxable Investors (check one):
O IRA
O Profit Sharing
O IRA Rollover
O Defined Benefit
O Pension
O Other (specify)
O SEP
3) Investor's Name _________________________________________________________
4) _________________________________________________________________________
Additional Information (for Estates, Trusts, Partnerships and Corporations)
5) Resident Address of Investor
_________________________________________________________________________
Street (P.O. Box not acceptable) City State Zip Code
6) Mailing Address(if different)
_________________________________________________________________________
Street City State Zip Code
7) Custodian Name and Mailing Address
_________________________________________________________________________
Name Street (P.O. Box not acceptable) City State Zip Code
Signature(s) - do not sign without familiarizing yourself with the
information in the Prospectus, including: (i) the fundamental risks and
financial hazards of this investment, including the risk of losing your
entire investment; (ii) that the Partnership is the first client account to
trade in the Atlas Futures Fund portfolio; (iii) the Partnership's
substantial charges; (iv) the Partnership's highly leveraged trading
activities; (v) the lack of liquidity of the Units including lock-in period
and redemption charges; (vi) the existence of actual and potential conflicts
of interest in the structure and operation of the Partnership; (vii) that
Limited Partners may not take part in the management of the Partnership; and
(viii) the tax consequences of the Partnership.
8) INVESTOR(S) MUST SIGN
X_________________________________________________________
Signature of Investor Date Telephone No.
X_________________________________________________________
Signature of Joint Investor (if any) Date
Executing and delivering this Subscription Agreement and Power of Attorney
shall in no respect be deemed to constitute a waiver of any rights under the
Securities Act of 1933 or under the Securities Exchange Act of 1934.
UNITED STATES INVESTORS ONLY
I have checked the following box if I am subject to backup withholding under
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: __.
Under the penalties of perjury, by signature above I hereby certify that the
Social Security Number or Taxpayer ID Number set forth in Item 2 above is my
true, correct and complete Social Security Number of Taxpayer ID Number and
that the information given in the immediately preceding sentence is true,
correct and complete.
NON-UNITED STATES INVESTORS ONLY
Under the penalties of perjury, by signature above, I hereby certify that (a)
I am not a citizen or resident of the United States or (b) (in the case of an
investor which is not an individual) the investor is not a United States
corporation, partnership, estate or trust: __.
9) REGISTERED REPRESENTATIVE MUST SIGN
I hereby certify that I have informed the investor of all pertinent facts
relating to the: risks; tax consequences; liquidity and marketability;
management; and control of the Managing Owner with respect to an investment
in the Units, as set forth in the Prospectus. I have also informed the
investor of the unlikelihood of a public trading market developing for the
Units. I do not have discretionary authority over the account of the
investor.
I have reasonable grounds to believe, based on information obtained from the
investor concerning his/her investment objectives, other investments,
financial situation and needs and any other information known by me, that an
investment in the Partnership is suitable for such investor in light of
his/her financial position, net worth and other suitability characteristics.
The Registered Representative MUST sign below in order to substantiate
compliance with Article III, Section 34 of the NASD's Rules of Fair
Practice.
X__________________________________________________________
Registered Representative Signature Date
X__________________________________________________________
Office Manager Signature Date
(if required by Selling Agent procedures)
10) REGISTERED REPRESENTATIVE
Name: Shira Del Pacult
Address: 5916 N. 300 West, Fremont, IN 46737
Tel. Number: (219) 833-1306
Registered Representative Number: 334
11) SELLING AGENT
Name: Futures Investment Company
Address: 5916 N. 300 West
Fremont, IN 46737
Tel. Number: (219) 833-1306
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FORM S-1
Registration No. 333-59976
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
(b) The Selling Agreement between Futures Investment Company and the
Registrant contains an indemnification from the General Partner to the
effect that the disclosures in the Prospectus are in compliance with Rule
10b5 and otherwise true and complete. This indemnification speaks from
the date of the first offering of the Units through the end of the
applicable statute of limitations. The Partnership has assumed no
responsibility for any indemnification to Futures Investment Company
and the General Partner is prohibited by the Partnership Agreement from
receiving indemnification for breach of any securities laws or for
reimbursement for insurance for coverage for any such claims. See
Article X, Section 10.4 (b) and (e).
(d) There are no indemnification agreements which are not contained in the
Limited Partnership Agreement attached as Exhibit A, the Selling
Agreement or the Clearing Agreement.
Item 16. Exhibits and Financial Statement Schedules.
The following documents (unless indicated) are filed herewith and made a part
of this Registration Statement:
(a) Exhibits.
Exhibit
Number Description of Document
(1) - 01 Selling Agreement dated February 1, 1998, among the Partnership,
the General Partner, and Futures Investment Company, the Selling
Agent
(2) None
(3) - 01 Articles of Incorporation of the General Partner
(3) - 02 By-Laws of the General Partner
(3) - 03 Board Resolution of General Partner to authorize formation of
Delaware Limited Partnership
(3) - 04 Amended and Restated Agreement of Limited Partnership of the
Registrant dated February 1, 1998 (included as Exhibit A to the
Prospectus)
(3) - 05 Certificate of Limited Partnership, Designation of Registered
Agent, Certificate of Initial Capital filed with the Delaware
Secretary of State, and Delaware Secretary of State acknowledgment
of filing of Certificate of Limited Partnership
(4) - 01 Amended and Restated Agreement of Limited Partnership of the
Registrant dated February 1, 1998 (included as Exhibit A to the
Prospectus)
(5) - 01 Opinion of The Scott Law Firm, P.A. relating to the legality of the
Partnership Units.
(6) Not Applicable
(7) Not Applicable
(8) - 01 Opinion of The Scott Law Firm, P.A. with respect to Federal income
tax consequences.
(9) None
(10) - 01 Form of Advisory Agreements between the Partnership and the CTAs
(included as Exhibit F to the Prospectus)
(10) - 02 Form of New Account Agreement between the Partnership and the FCM
(10) - 03 Form of Subscription Agreement and Power of Attorney
(included as Exhibit D to the Prospectus).
(10) - 04 Escrow Agreement among Escrow Agent, Underwriter, and the Partnership.
(included as Exhibit E to the Prospectus).
(10) - 05 Introducing Broker Clearing Agreement by and between Refco, Inc. as
futures commission merchant (the "FCM") and Futures Investment
Company as introducing broker (the "IB")
(11) Not Applicable - start-up business
(12) Not Applicable
(13) Not Required
(14) None
(15) None
(16) Not Applicable
(17) Not Required
(18) Not Required
(19) Not Required
(20) Not Required
(21) None
(22) Not Required
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants
(23) - 02 Consent of James Hepner, Certified Public Accountant
(23) - 03 Consent of The Scott Law Firm, P.A.
(23) - 04 Consent of Clarke Capital Management, Inc., Commodity Trading Advisor
(23) - 05 Consent of Futures Investment Company, as Selling Agent
(23) - 06 Consent of Futures Investment Company, as Introducing Broker
(23) - 07 Consent of Refco, Inc., Futures Commission Merchant
(24) None
(25) None
(26) None
(27) Not Applicable
(28) Not Applicable
(99) - 01 Subordinated Loan Agreement for Equity Capital
(99) - 02 Representative's Agreement between Futures Investment Company and
Shira Del Pacult
(b) Financial Statement Schedules.
No Financial Schedules are required to be filed herewith.
Item 17. Undertakings.
(a) (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental:
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each post-
effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The General Partner has provided an indemnification to Futures Investment
Company, the best efforts selling agent. The Partnership (issuer) has
not made any indemnification to Futures Investment Company.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the Registrant including, but not limited to, the General Partner
pursuant to the provisions described in Item 14 above, or otherwise, the
Registrant had been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
*******************************************************************************
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, in the City of
Fremont in the State of Indiana on this 30th day of May, 2002, Ms. Shira
Pacult, the individual general partner of the Registrant, signed this
Registration Statement; and Ashley Capital Management, Inc., the corporate
general partner of the Registrant, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
ASHLEY CAPITAL MANAGEMENT, INC. ATLAS FUTURES FUND, L.P.
BY ASHLEY CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
BY: /s/ Shira Del Pacult BY: /s/ Shira Del Pacult
MS. SHIRA PACULT MS. SHIRA PACULT
PRESIDENT PRESIDENT
ATLAS FUTURES FUND, L.P.
BY MS. SHIRA PACULT
GENERAL PARTNER
BY: /s/ Shira Del Pacult BY: /s/ Shira Del Pacult
MS. SHIRA PACULT MS. SHIRA PACULT
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person on behalf of Ashley
Capital Management, Inc., General Partner of the Registrant in the capacities
and on the date indicated.
/s/ Shira Del Pacult
MS. SHIRA PACULT
PRESIDENT
Date: May 30, 2002
(Being the principal executive officer, the principal financial and accounting
officer and the sole director of Ashley Capital Management, Inc., General
Partner of the Fund)