As Filed with the Securities and Exchange Commission on July 6, 2007
Registration No. 333-59976
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 10 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)
505 Brookfield Drive
Dover, DE 19901
Telephone: (800) 331-1532
(address and telephone number of registrant's principal executive offices)
Mr. Michael Pacult
c/o Ashley Capital Management, Inc.
5914 N. 300 West
Fremont, Indiana 46737
Telephone: (260) 833-1306; Facsimile (260) 833-4411
(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.
****************************************************************************
Prospectus - Part I
Atlas Futures Fund, Limited Partnership
Amended and 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 that trades futures, options
on futures, and forward contracts.
Two general partners, Ashley Capital Management, Inc. and Mr. Michael P.
Pacult, manage us. 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 investment managers called
commodity trading advisors and clearing brokers called futures commission
merchants.
The partnership will use its best efforts to sell the partnership interests
issuer direct. 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. No selling commission will be charged. 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 after twelve months by redeeming your partnership
interests. There is no redemption fee. See the redemption, lock-in and
allocation of expenses provisions in this prospectus.
All subscriptions received will be placed in a depository account maintained
by the general partner until we accept them. 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 registered commodity trading
advisors.
* This partnership pays substantial commission and other costs. There is no
guarantee that you will receive a return on your investment.
* To receive your investment back after one year, the partnership must
currently generate a return of 8.97% and 8.45% should we sell the maximum
number of partnership interests offered.
* 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 of 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 earned by this
partnership.
* The general partner and affiliates have conflicts of interest with regard
to the management of this partnership.
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
supplement to 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.
A maximum of $15,000,000 in units of limited partnership interest may be
sold, of which $13,264,401 has already been sold, as of May 31, 2007.
The partnership has commenced trading. The balance of proceeds to the
partnership, $1,735,599, is offered pursuant to this prospectus to also be
used for trading.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
505 Brookfield Drive * Dover, Delaware 19901
(800) 331-1532
Best Efforts/Issuer Direct
The date of this fully restated prospectus is July __, 2007
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 12.
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.
[The balance of this page has been intentionally left blank]
Table of Contents
Commodity Futures Trading Commission - Risk Disclosure Statement i
Table of Contents ii
Suitability Standards v
Summary of the Offering 1
The Partnership 1
Description of Securities Offered for Sale 1
Plan For Sale of Partnership Interests And Use of Depository Account 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 3
Selection Of Commodity Trading Advisors And Allocation Of Equity 3
Federal Income Tax Aspects 3
Redemptions 3
Diagram of Partnership Structure & Commissions Atlas Futures Fund,
Limited Partnership 4
The Risks You Face 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 the individual general partner, and his
absence could cause the partnership to cease operations. 5
General partner and commodity trading advisors will serve other
businesses and may not have adequate time to devote to the partnership. 5
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 advisors and
their allocation of equity without notice to you. 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. 6
The general partner does not control the trading advisors or their
methods and may not be able to prevent large losses. 6
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 or the value of the currency is not maintained, we may
lose the value of our positions in those markets. 7
Option trading is highly risky and requires less equity to secure
a trade, thus providing greater potential for loss. 7
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. 7
We may not be able to compete with others with greater resources. 8
Resignation of individual 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 counsel before investing in the partnership. 8
The partnership is not covered by the Investment Company Act of 1940. 8
Possibility of audit - you may be subject to audit and penalties. 8
General partner may settle IRS claim not in your best interest. 8
You may be subject to back taxes and penalties. 8
The general partner may raise the incentive fee to 27% without
prior notice to you. 9
Conflicts Of Interest 9
The general partner, the commodity trading advisors, the futures
commission merchant, 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. 9
The introducing broker receives a portion of the round turn
commissions and is affiliated with one of the commodity trading
advisors. 9
Partnership fees may be higher than they would be if they were
negotiated. 9
Our profitability may be limited due to competition among traders
and their unaccountability for previous losses. 9
Your ability to redeem your partnership interests may be lessened
due to the nature of the general partner's compensation. 10
The commodity trading advisors may engage in high risk trading
to generate fees. 10
The individual general partner has sole control over the time
he will allocate to the management of the partnership. 10
No Resolution Of Conflicts Procedures 10
Interests Of Named Experts And Counsel 10
Management's Discussion And Analysis 10
The Partnership 10
The General Partners 11
Experience 11
Authority 11
Partnership Books and Records 11
The Commodity Trading Advisors 11
The Advisory Contract 12
Business Objective And Expenses 12
Explanatory Notes: 13
Securities Offered 13
Management's Discussion 14
Description of Intended Operations 14
Risk Control 14
Trading Risks 14
Fiduciary Responsibility Of The General Partner 15
Indemnification 15
Provisions of Limited Partnership Agreement 15
Provisions of Law 15
Provisions of Federal and State Securities Laws 15
Provisions of the Securities Act of 1933 and NASAA Guidelines 16
Provisions of the Clearing Agreement 16
Relationship With The Futures Commission Merchant, the Introducing
Broker and the General Partner 16
Fixed Commissions are Competitive 16
Relationship With The Commodity Trading Advisors 16
The Commodity Trading Advisors Will Trade For Other Accounts 16
Non-Disclosure Of The Commodity Trading Advisors' Methods 16
Charges To The Partnership 17
Compensation Of The Commodity Trading Advisors 17
Restrictions on Management Fees 17
Compensation of Futures Commission Merchant, Introducing Broker
and General Partner 17
Fee Paid By Partnership To The Corporate General Partner 17
Brokerage Fees Paid By the Corporate General Partner To The Futures
Commission Merchant 18
Miscellaneous Fees To Futures Commission Merchant 18
Rights of General Partner 18
Other Expenses 18
Charges To The Partnership 18
Investor Suitability 19
Potential Advantages 19
Equity Management 19
Investment Diversification 19
Limited Liability 19
Administrative Convenience 20
Access To The Commodity Trading Advisors 20
Use Of Proceeds 20
Determination Of The Offering Price 21
The General Partner 21
Identification 21
Michael P. Pacult 21
Ownership In Commodity Trading Advisors And Futures Commission
Merchant 21
Trading By The General Partner; Interest In The Pool 21
Regulatory Notice 21
Trading Management 22
No Affiliation With Commodity Trading Advisors 22
Rights of the General Partner With Respect To Commodity Trading
Advisor Selection And Allocation Of Equity 22
Performance Record of the Partnership 22
The Commodity Trading Advisors 23
Clarke Capital Management, Inc. 23
Business Background 23
Description Of Trading Program 23
NuWave Investment Corp. 24
Business Background 24
Trading Program 24
Performance Record Of Other Programs Sponsored By The General
Partner 26
The Futures Commission Merchant 26
The Introducing Broker 27
Federal Income Tax Aspects 27
Scope Of Tax Presentation 27
No Legal Opinion As To Certain Material Tax Aspects 27
Partnership Tax Status 27
No IRS Ruling 28
Tax Opinion 28
Passive Loss And Unrelated Business Income Taxes Rules 28
Basis Loss Limitation 29
At-Risk Limitation 29
Income And Losses From Passive Activities 29
Allocation Of Profits And Losses 29
Taxation Of Futures And Forward Transactions 29
Section 988 Foreign Currency Transactions 30
Capital Gain And Loss Provisions 30
Business For Profit 30
Self-Employment Income And Tax 30
Alternative Minimum Tax 30
Interest Related To Tax Exempt Obligations 30
Not A Tax Shelter 31
Taxation Of Foreign Partners 31
Partnership Entity-Audit Provisions-Penalties 31
Employee Benefit, Retirement Plans And IRA's 31
The Limited Partnership Agreement 32
Formation Of The Partnership 32
Units of Partnership Interests 32
Management Of Partnership Affairs 32
General Prohibitions 32
Additional Offerings 33
Partnership Accounting, Reports, And Distributions 33
Income, Loss and Expense Allocations 33
Transfer Of Partnership Interests Only With Consent Of The
General Partner 33
Termination Of The Partnership 33
Meetings 33
Redemptions 34
Plan For Sale Of Partnership Interests 34
Depository Agreement 34
Subscription Procedure 34
Subscription Amounts 35
Revocation and Acceptance of Subscription 35
Net Worth Tests 35
Investor Warranties 35
Legal Matters 35
Litigation And Claims 35
Legal Opinion 35
Experts 36
Additional Information 36
A. Atlas Futures Fund, Limited Partnership
Reviewed Financial Statements - period ended March 31, 2007
Audited Financial Statements - years ended
December 31, 2006, 2005 and 2004
B. Ashley Capital Management, Inc.
Audited Financial Statements - years ended
December 31, 2006, 2005, and 2004
[The balance of this page has been intentionally left blank.]
Suitability Standards
You should only invest a limited amount of the risk portion of your total
portfolio and should not invest more than 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 home, furnishings and
automobiles, or
* an annual gross income of at least $45,000 and a net worth, similarly
calculated of at least $45,000.
Residents of the following States must meet the specific requirements set
forth below. Net worth, is in all cases, to be calculated exclusive of home,
furnishings and automobiles. You may not invest more than 10% of your net
worth, exclusive of home, furnishings and automobiles, in the Fund. No
entity, including ERISA plans, should invest more than 10% of its liquid net
worth (readily marketable securities) in the Fund.
1. California-Net worth of at least $225,000 or a net worth of at least
$60,000 and annual taxable income of at least $60,000.
2. South Carolina-Net worth of at least $100,000 or a net income in the
preceding year some portion of which was subject to maximum federal and State
income tax.
In the case of sales to fiduciary accounts, the net worth and income
standards may be met by the beneficiary, the fiduciary account, or, if the
donor or grantor is the fiduciary, by the donor or grantor who supplies the
funds to purchase the partnership interests.
The foregoing suitability standards are regulatory minimums only. Merely
because you meet such requirements does not necessarily mean that a high
risk, speculative and illiquid investment such as one in the Fund is, in
fact, suitable for you.
[The balance of this page has been intentionally left blank.]
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
The Atlas Futures Fund, LP allows you to participate in alternative or non-
traditional investments, namely the U.S. and international futures, forward
and swap markets. Futures contracts are traded on a wide variety of
commodities, including agricultural products, metals, energies, livestock
products, government securities, currencies and stock market indices.
Options on futures contracts are also traded on U.S. and foreign commodity
exchanges. The general partner uses its discretion to employ advisors that
look to manage risk and volatility.
The principal of the general partner has provided advisory services for
individual managed accounts for 25 years similar to the services he is
providing for the partnership, and he has developed and refined his approach
to evaluating professional advisors over that period.
Atlas Futures Fund, Limited Partnership is a Delaware limited partnership
organized on January 12, 1998 and maintains its main business office at
505 Brookfield Drive, Dover, DE 19901, (800) 331-1532. Its books and
records are kept at the offices of the corporate general partner, 5914
N. 300 West, Fremont, IN 46737, with duplicate copies kept with The Scott
Law Firm, P.A., 940 NE 79th Street, Suite A, Miami, FL 33138. The
partnership is operated pursuant to a limited partnership agreement which
is included as Exhibit A and is managed and controlled by Ashley Capital
Management, Inc., a Delaware corporation, and Michael P. Pacult, who are
collectively referred 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 prospectus, we sold a total of $13,264,401 of partnership
interests. We are currently offering an additional $1,735,599, in value of
partnership interests 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 Depository Account
All sales will be made issuer direct through the partnership, that will use
its best efforts, which means it will try, but not guarantee, to sell 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 a depository 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), deliver your executed subscription
documents and check for your investment, which should be made payable to
"Star Bank for the acct. of Atlas," and pay for at least $25,000 in
partnership interests, though the general partner may reduce this amount to
not less than $5,000.
You must also have 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, one of the following: (i) a minimum net worth, exclusive of
your home, home furnishings and automobiles, of $150,000, or (ii) 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.
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. Recent volatility in the U.S. equity
market has made clear the risks associated with investments concentrated
within a single market. 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, both
domestic and globally. We also trade 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 $3,478.08 per unit of partnership interest, we must earn a
profit of 8.97%, or $311.98 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 this partnership or the commodity trading advisors 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.
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, all sales will be made by
the partnership, issuer direct, and no independent due diligence will be
performed in regard to interests it sells.
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:
- ----------------------------------------------------------------------------
Entity \
Nature of Service \
Amount of Compensation \
- ----------------------------------------------------------------------------
The general partner
(Ashley Capital Management, Inc. and Mr. Michael P. Pacult)
Manages the partnership; negotiates and pays trading costs; assumes credit
risk of the partnership to the futures commission merchant
The partnership pays the corporate general partner a 11% fixed annual
brokerage commission, of which it retains 4% and pays 7% to the introducing
broker, to clear domestic trades plus actual commissions charged for trades
made on foreign exchanges and forward markets, if any. [$2,750+]
- ----------------------------------------------------------------------------
The commodity trading advisors
(Clarke Capital Management, Inc., NuWave Investment Corp.)
Makes trades for the partnership
Clarke: 25% quarterly incentive fee on all new net profits it has generated
(this includes all new profits generated during the quarter, adjusted for
changes in trading equity and losses in previous quarters)
NuWave: NuWave: 20% quarterly new net profit, calculated as immediately
above; a management fee based on the rate of trading assigned by NuWave and
approved by the general partner of up to 3% management fee on the first
$2,000,000 in allocated equity and up to 2% management fee on all allocated
equity over $2,000,000
- ----------------------------------------------------------------------------
The futures commission merchant
(Man Financial, Inc.)
Accepts trades from the advisors, clears the trades; holds the partnership's
trading equity
From its 11%, the corporate general partner pays the futures commission
merchant for the per round turn commissions for trades entered by the trading
advisors.
- ----------------------------------------------------------------------------
The introducing broker
(Futures Investment Company)
Introduces the trades from the advisors to Man, the sole futures commission
merchant
Shares 7% of the 11% brokerage commissions paid to the corporate general
partner, for trades generated by the trading advisors. [$1,750+]
- ----------------------------------------------------------------------------
The selling agent
(Atlas - Issuer Direct)
Sells investment in the partnership
None. All sales will be made by the Issuer on a best efforts basis with no
sales commission.
- ----------------------------------------------------------------------------
Lawyers and Accountants
(The Scott Law Firm, P.A., Jordan, Patke & Associates, Ltd., CPA and other
accountants)
Continuing legal and accounting work
The annual legal, audit, fund accounting, and partnership accounting costs
are estimated to be $10,000, $12,000, 48,000 and $85,000, respectively.
[$299+ organizational and offering; $235+ annual expenses]
- ----------------------------------------------------------------------------
+ Each $25,000 investment pays this amount per year for these particular
expenses. When the expense is not based on a percentage, but rather a fixed
amount, we have computed the expense upon the partnership's current net asset
value.
Use Of Proceeds
The partnership has paid the organizational and offering expenses. Upon the
sale of additional partnership interests, we will charge each new limited
partner its allocated portion of the previously paid expenses to reimburse
the prior partners. This will be done as follows:
The incoming partners' subscriptions will be divided by the amount of the
total subscriptions 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 May 31, 2007, prior partners paid 1.48% 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 1.28% of their total investment to pay for offering
expenses.
Once this maximum is sold, no further allocation of initial offering expenses
will be made among the partners, and the offering expenses for any future
expenditures will be paid by the partnership when incurred.
The general partner will apply all partnership assets not allocated to pay
expenses toward trading commodities and cash reserves.
Selection Of Commodity Trading Advisors And Allocation Of Equity
The general partner has allocated approximately 80% of trading equity to
Clarke Capital Management, Inc. and 20% to NuWave Investment Corp. to trade
as commodity trading advisors to the partnership. The trading advisors are
solely responsible for selecting the markets traded and the number of
contracts per trade entered on behalf of the partnership under the authority
granted by a power of attorney from the partnership to each trading advisor.
The advisors are authorized to make short sales, with unlimited risk of loss,
on behalf of the partnership. The general partner, without prior notice to
you, in its sole discretion, may adjust the allocation of equity between the
advisors and terminate or add trading advisors.
Federal Income Tax Aspects
Although you will not be paid distributions, you will have to pay income
taxes on profits and interest, if any, for the taxable year in which it is
earned. The partnership reports on a December 31 year end.
Redemptions
You may request the general partner to accept the surrender of your
partnership interests for cash through our redemption procedures. The
general partner will use its best efforts to comply with all redemption
requests, but may not be able to do so because of insufficient liquid assets.
You will not be allowed to make any redemption during the first twelve months
of your initial investment. There will be no charge for redemptions. 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.
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.
We must pay substantial charges, which may limit your ability to receive a
return on your investment.
We must pay our expenses before you will realize a profit. They are (i)
fixed brokerage commissions of 11% per year upon the assets on deposit with
the futures commission merchant for domestic trades plus actual commissions
charged by the futures commission merchant for trades made on foreign
exchanges and forward markets, if any; (ii) an incentive fee of 25% to Clarke
and 20% to NuWave, both commodity trading advisors to the partnership, of
their respective new net profits; (iii) an annual management fee of up to 3%
of the first $2,000,000 in equity allocated to NuWave and up to 2% on equity
above $2,000,000; (iv) yearly expenses estimated at $155,000, of which
$48,000 is paid for fund accounting, $85,000 for partnership accounting,
$12,000 for audit services and $10,000 is paid for legal services; (v)
variable operating expenses such as telephone, postage, and office supplies,
and (vi) extra-ordinary expenses such as claims and defense of claims from
brokers, partners, and other parties.
The incentive fees are determined and accrued monthly, but paid quarterly to
the commodity trading advisors. 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 upon 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 that 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. The redemption
request must be received no less than 10 business days prior to the
redemption effective date and 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 intends to grant
all redemption requests received no less than ten days prior to the last
business day of the month and will use its best efforts to pay those requests
within twenty days after the last business 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 the individual general partner, and his 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 advisors selected for the partnership. The
individual general partner is the sole principal and officer of the corporate
general partner. If he becomes unable to perform his duties, we could be
required to cease operations and trading until a replacement for him is
found.
General partner and commodity trading advisors will serve other businesses
and may not have adequate time to devote to the partnership.
The individual general partner currently manages other commodity pools and
both general partners expect to manage additional pools in the future. They
may negotiate better terms for advisors, clearing and other services for
those other pools in competition with this pool. The commodity trading
advisors currently manage other commodity accounts and may manage new
accounts, including personal accounts and other commodity pools. The
commodity trading advisors have developed special trading programs to trade
this partnership's account. Accordingly, there is no guarantee that our
trading results will be similar to or better than any of the trading
advisors' other accounts. Our business could be adversely affected by the
failure of either the individual general partner and sole principal of the
corporate general partner, or the trading advisors to devote sufficient time
to the partnership affairs. See Risk Factors, Trading Management, and The
Commodity Trading Advisors.
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, because all sales will be made by the partnership, issuer
direct, no independent due diligence of this offering will be conducted in
regard to interests it sells. 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 are made, if we realize profits for a fiscal year, you
must report that income on your tax returns.
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 two commodity trading advisors to generate profits pursuant to a
Advisory Contracts and Powers of Attorney (Exhibits F and G). Either the
general partner or a trading advisor may terminate the relationship at any
time. If this happens, or if a trading advisor becomes unable to serve us
for any other reason, the general partner may 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 on new net profits it
generates.
The general partner may change the commodity trading advisors and their
allocation of equity without notice to you.
Without prior notice to you, the general partner may change the commodity
trading advisors and the amount of equity allocated to them 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 have a high risk of
loss and are volatile. Specifically (i) 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; (ii) even if the
analysis of the fundamental conditions by a commodity trading advisor is
correct, prices still may not react as predicted; (iii) analysis by the use
of a computer program to measure price, historical price averages, momentum
and other technical factors deemed important by a commodity trading advisor
may also fail to predict price direction; (iv) it is possible for most of our
open positions to be unprofitable at the same time; (v) 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; (vi) losses are not limited to the margin allocated to hold the
position and may exceed the total equity in our account; and (vii) short
positions, which have unlimited risk of loss, will be taken on our behalf by
the trading advisors.
During partnership trading, a small price movement can lead to large losses.
A small amount of money relative to the value of the contract traded, called
margin, must be deposited to place and hold a trade. The margin amount is
typically between 20% and 40% of the value of the contract traded. 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, though the partners will not be
subject to margin calls.
The general partner does not control the trading advisors or their methods
and may not be able to prevent large losses.
The commodity trading advisors enter 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 advisors' methods, the
number of contracts bought or sold, or the margin required. The trading
advisors 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 (i) the larger amount of equity
under management requires larger trades to be made, which may be more
difficult to execute, (ii) there are legal limits called position limits upon
the number of positions that may be taken on a particular commodity, and
(iii) 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 advisors will not limit the total equity they accept
and may suffer losses which cause a withdrawal of the equity they manage. 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 or the value of the currency 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 and the
value of the item traded. The commodity trading advisors trade 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 or
a devaluation of a currency 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 government, or all of the contracts and options of an
entire market. In either of those situations, we could lose the entire value
of a position with little recourse to regain any of its value.
Option 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.
Option 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 individual general partner and subsequent failure of Ashley to
maintain its net worth may cause suspension of trading or taxation as a
corporation.
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 or his 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.
No tax IRS ruling has been or will be requested to confirm the tax opinions
expressed in this prospectus. If we were taxed as a corporation for Federal
income tax purposes, 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 in computing our taxable income. See
Federal Income Tax Aspects.
The general partner will not advise you, and you must rely upon your own
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, interpretation of the partnership agreement, and
liquidity. Accordingly, you must rely upon the experience of qualified
legal, investment and tax 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, the individual and corporate general partners, and the commodity
trading advisors involves only the trade of futures regulated pursuant to the
Commodity Exchange Act, none of them is required, nor does any 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.
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. has delivered an opinion to the general partner that
this partnership, as presently 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 and are deductible only if the operation of the
partnership is the conduct of a trade or business. The general partner
believes that our intended operations 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 advisors 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 explanation of conflicts as a defense
against any claim or other proceeding made against the individual or
corporate general partner, the commodity trading advisors, the futures
commission merchant or any principal or affiliate, agent or employee of any
of them.
The general partner, the commodity trading advisors, the futures commission
merchant, the introducing broker and their principals may preferentially
trade for themselves and others.
Because the general partner, the commodity trading advisors, the introducing
broker, the futures commission merchant and their principals and affiliates
may trade for themselves and others, conflicts of interest may exist or be
created in the future. For example, if these people trade their own account,
you will not have access to their trading records. They could possibly take
their positions prior to the positions they know will be placed for the
partnership, 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 the
individual general partner. 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 your 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, directly or indirectly 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 would voluntarily resign, even if
it would be in your best interest, because the corporate general partner
retains a portion of the fixed brokerage commissions paid to it, and the
individual general partner also serves as the sole shareholder, director and
principal of the corporate general partner.
The introducing broker receives a portion of the brokerage commissions and
is affiliated with the general partner.
The president and 50% owner of the introducing broker, Futures Investment
Company, is the sole principal, officer and director of the general partner
and will receive a portion of the brokerage commissions paid to the futures
commission merchant for trades placed by the trading advisors.
Partnership fees may be higher than they would be if they were negotiated.
The fixed brokerage commission to Ashley Capital Management, Inc., corporate
general partner and commodity pool operator, has not been negotiated at arm's
length. The general partner accepts the credit risk of the partnership to
the futures commission merchant, reviews the daily positions and margin
requirements of the partnership, and pays the futures commission merchant's
charges. From the fixed brokerage commissions paid to the corporate general
partner, it must pay domestic round turn brokerage commissions to the futures
commission merchant. Some of the remaining portion of the fixed brokerage
commissions will be kept by the corporate general partner. Conversely, the
corporate general partner will pay the futures commission merchant any round
turn commissions incurred that exceed the fixed brokerage commissions.
Our profitability may be limited due to competition among traders 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 available
for trading. 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 advisors 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 advisors receive incentive fees on
our new net profits, they might select trades which are too risky for us.
The individual general partner has sole control over the time he will
allocate to the management of the partnership.
The individual general partner is responsible for managing this partnership
and managing four other commodity pools, Bromwell Financial Fund, LP,
Providence Select Fund, LP, TriView Global Fund, LLC, and Strategic
Opportunities Fund, LLC. He also sells limited partnership interests in all
the above commodity pools, from time to time and performs other investor
relations services as a principal and registered representative of Futures
Investment Company, an introducing broker and broker dealer of which he is
a 50% owner.
He has also reserved the right to trade for his own account and to form and
manage other commodity pools and ventures. He is solely responsible for the
allocation of his time to the management of this partnership as well as the
other projects he currently manages and will manage in the future. He
manages his 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. He believes he 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 partners 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 commodity trading advisors, 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 505
Brookfield Drive, Dover, DE 19901, (800) 331-1532. 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 Mr. Michael P. Pacult. The Fund does not have officers,
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 5914 N. 300 West, P.O. Box C, Fremont, IN 46737, (260) 833-1306.
It is managed by Michael P. Pacult, its sole shareholder, director and
president.
The individual general partner is Michael P. Pacult, who was registered as a
commodity pool operator on July 28, 2003 and maintains his main business
office at 5914 N. 300 West, P.O. Box C, Fremont, IN 46737, (260) 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
The corporate general partner has managed this commodity pool since its
inception on January 12, 1998. The individual general partner has been
supervising individual managed commodity accounts for over 26 years and
serves in several capacities in four other commodity pools, as follows:
Commodity Pool Mr. Pacult Serves As
Bromwell Financial Fund, LP
(publicly offered, commenced business 7/00)
Sole principal of the corporate
general partner
Providence Select Fund, LP
(publicly offered, commenced business 03/07)
Individual general partner and
sole principal of the corporate
general partner
TriView Global Fund, LLC
(publicly offered, became
effective 11/3/05)
Individual managing member and
sole principal of the corporate
managing member
Strategic Opportunities Fund, LLC
(commenced business 11/05)
Sole principal of the corporate
managing member
Authority
Mr. Pacult is the sole shareholder, director and principal of Ashley Capital
Management, Inc. and also the individual general partner, therefore, he is
the sole decision maker of this partnership. Having said that, the signature
of either the corporate or individual general partner may legally 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 the office of the
corporate general partner, 5914 N. 300 West, Fremont, IN 46737. A duplicate
set of our books and records are maintained by The Scott Law Firm, P.A. You
may access our books and records by visiting the corporate general partner's
office at a time convenient for both parties, and you may have copies made
at that time at a reasonable charge per page. The corporate general
partner serves as tax partner for the partnership. The CPA firm of Jordan,
Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL
60069 conducts our annual audit and the annual audit of the corporate general
partner, and prepares the IRS Form K-1s and our tax returns.
The Commodity Trading Advisors
To conduct trading on our behalf, the general partner has selected two
independent commodity trading advisors, Clarke Capital Management, Inc. and
NuWave Investment Corp. 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.
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 advisors the terms of which are governed by an advisory contract and
power of attorney between us and the trading advisor. See Exhibits F and G.
These agreements provide the trading advisors with revocable powers of
attorney, which gives them 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 agreements
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 that 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 in the Commodity Exchange Act. It employs independent
commodity trading advisors to trade for us.
The general partner intends to allocate substantially all of our net assets
to the trading advisors to conduct this trading. The trading advisors
typically allocate 20% to 40% of the trading equity assigned to them to
secure the trading positions they select.
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. The general partner recommends partnership
interests be purchased as a long-term investment.
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 twelve
months of trading beginning the date of this prospectus. 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.
Expenses Per $1,000 of Investment of Partnership Interest
For The Next 12-Month Period Of Operations
<table>
<s> <c> <c> <c> <c>
Based Upon Units Based Upon Maximum
Presently Outstanding Units To Be Sold
Actual Units Sold to date and Value 4,744 Units
($16,499,114)
Units to be Sold Pursuant to this Prospectus 5,243 Units
($15,000,000)
Base Price (1) $ 1,000 $ 1,000
Annual Expenses (2) $ 9.58 0.96% $ 8.66 0.87%
Trading Advisor's Management Fee (3) $ 5.09 0.51% $ 1.78 0.18%
Trading Advisors' Incentive Fees on New Net
Profits (4) $ 14.67 1.47% $ 13.66 1.37%
Brokerage Commissions and Trading Fees (5) $ 106.70 10.67% $ 106.70 10.67%
Selling Commission (6) $ 0.00 0.00% $ 0.00 0.00%
Interest Income (7) $ (46.35) (4.64)% $ (46.35) (4.64)%
Amount of Trading Income Required to Redeem Unit At
Selling Price After One Year (8) $ 89.69 $ 84.45
Percentage of Initial Selling Price Per Unit 8.97% 8.45%
</table>
Explanatory Notes:
(1) Investors will purchase partnership interests at the partnership's month
end net asset value per partnership interest. As of May 31, 2007, this
was $3,478.08. However, the table is presented to reflect expenses per $1,000
investment.
(2) The partnership must also pay yearly expenses of approximately $85,000
for partnership accounting, $48,000 for fund accounting, $12,000 for audit
and $10,000 for legal, in addition to $3,000 in expenses pursuant to the
registration of this prospectus.
(3) NuWave trades approximately 20% of partnership assets and is paid a
monthly management fee based on the rate of trading assigned by NuWave and
approved by the general partner of up to 1/4% (3% annually) on the first
$2,000,000 of such assets and up to 1/6% monthly (2% annually) on any
allocated equity above $2,000,000. Neither the general partner nor Clarke
receive a management fee.
(4) This is the amount of incentive fees the trading advisors would earn if
they produced only enough profits to allow you to redeem after one year your
partnership interests at the net asset value used in this table.
(5) Brokerage commissions and domestic trading fees are fixed by the general
partner at 11/12% monthly, 11% annually, of our assets on deposit with the
futures commission merchant plus actual commissions for trades made on
foreign exchanges or forward markets, if any. For purposes of this
calculation, we assumed 97% of our assets will be deposited with the futures
commission merchant and that the advisor frequency of trading and the number
of partnership interests outstanding during the next twelve months will
remain constant.
(6) The Issuer will make all sales on a best efforts, direct basis. No
selling commission will be charged to you.
(7) 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 4.69% annually of our net assets.
(8) 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 offering
expenses, 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 and the right to vote on partnership matters
such as the replacement of the general partner. See The Limited Partnership
agreement attached as Exhibit A. You will not be responsible for our debts
in excess of your investment amount, unless, (i) we become insolvent and you
receive distributions which represent a return on your investment which,
under certain circumstances, you would have to return to us to pay our debts,
(ii) acquire any interest in the corporate general partner, Ashley Capital
Management, Inc., or (iii) manage this partnership. See Plan For Sale of
Partnership Interests and Subscription Requirements.
Your subscription agreement and check (i) 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, (ii) becomes irrevocable and may not be
withdrawn five days after submission, unless, a longer statutory withdrawal
period applies to you, and (iii) will be deposited and held until you are
admitted into the partnership in a segregated depository account maintained
by Star Financial Bank as depository 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 and intend to
raise money only through offerings, such as this one, and do not intend to
borrow any money. We must pay expenses to qualify and sell our partnership
interests, such as fees for the preparation of this prospectus, sales
literature, and web site promotion as well as other expenses. We allocate
all our net assets to trading and other investments, except those assets used
to pay capital and operating expenses. We 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 selected Man Financial, Inc. to serve as the futures
commission merchant and Futures Investment Companyto serve as the introducing
broker. The partnership has deposited its funds to the futures commission
merchant to hold as security for the trades selected by the commodity trading
advisors. 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 advisors have 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 value of
the partnership, which its independent accountant calculates from the daily
information provided by the futures commission merchant, and will make such
information available to limited partners upon request. However, the
accountant calculates the net asset value only at the end of the last
business day of each month. If the daily unit value falls to less than 50%
of the highest 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 the lapse of 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, and the futures commission merchant establish
minimum margin requirements for each traded contract. The futures commission
merchant will require the margin assigned for each account 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. However, it is possible for
an increase in margins applicable to the trades the advisors select for us to
force us to liquidate positions because we cannot meet the additional margin
requirements.
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.
You have a right to initiate legal proceedings related to the partnership in
the following circumstances:
In the event, after demand from you, the general partner:
fails to take action to recover damages from third parties, you may initiate
proceedings on behalf of the partnership and, upon an appropriate award from
the court pursuant to Delaware law, obtain reimbursement of your legal fees
and costs from the amount recovered.
You may bring an action against the general partner in either Federal or
state court should you believe the general partner or others have breached
its fiduciary duty to the partnership or committed a breach of any Federal or
state securities laws.
You may seek reparations for the amount of your investment and damages should
the general partner or others breach of the Commodity Exchange Act or order
of the Commodity Exchange Commission in regard to your investment.
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
made 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 (i) 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, (ii) 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, (iii) such liability or loss was not
the result of negligence or misconduct by the general partner, and (iv) 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 (i) 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, (ii) 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 (iii) 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, however, 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 securities
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, Man Financial, Inc.
According to the clearing agreements that govern these trades, we must
indemnify Man Financial, Inc. for any reasonable outside and in-house
attorney's fees incurred by it arising from any failure for the partnership
to perform its duties under the clearing agreement.
Relationship With The Futures Commission Merchant, the Introducing Broker and
the General Partner
Ashley Capital Management, Inc., the corporate general partner, supervises
the relationship with the futures commission merchant and the affiliiated
introducing broker, including the negotiation of the round turn commission
rates incurred through trading via the commodity trading advisors, and
review of the daily reports.
Ashley has engaged Man Financial, Inc. to serve as the futures commission
merchant to open and close the trades selected by the trading advisors. It
has also engaged Futures Investment Company to introduce the trades to Man.
Fixed Commissions are Competitive
The fixed brokerage commissions that we pay to clear our trades plus actual
costs for foreign markets, if any, are less than the presumptive fair and
reasonable limit provided by the guidelines of the North American Securities
Administrators Association.. Also, the general partner has the right to
select any substitute or additional futures commission merchants or
introducing brokers at any time, for any reason.
The futures commission merchant acts 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 general partner which are more favorable to their accounts than the
fixed commissions the general partner charges the partnership.
Relationship With The Commodity Trading Advisors
The Commodity Trading Advisors Will Trade For Other Accounts
The commodity trading advisors will trade for their own accounts and for
others on a discretionary basis. They 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 ours.
Because the trading advisors trade for themselves and others, it is possible
for them to take positions ahead of or opposite to the positions taken for
us, 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 advisors 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 a 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 advisors have 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 Advisors' Methods
We have provided a general description of the commodity trading advisors'
methods and strategies under The Commodity Trading Advisors, Description of
Trading Program. However, the specific details of their 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 advisors may make in
their 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 your prorate share of 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 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.
Compensation Of The Commodity Trading Advisors
Clarke Capital Management, Inc. and NuWave Investment Corp., the commodity
trading advisors, have been allocated equity to trade, which has been
deposited in accounts with the futures commission merchant. NuWave is paid
a monthly management fee based on the rate of trading assigned by NuWave and
approved by the general partner of up to 1/4% monthly (3% annually) on the
first $2,000,000 in equity it has been assigned to trade, and up to 1/6%
(2% annually) on assigned equity over $2,000,000.
Though no management fee is currently paid to the general partner or Clarke,
the general partner has reserved the right to change these fees at its sole
discretion. See Charges to the Partnership, Restrictions on Management Fees.
The partnership pays Clarke and NuWave incentive fees of the new net profit
produced by them, individually, of 25% and 20%, respectively. 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 monthly but paid 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%) Incentive Fee (20%)
1 $ 1,000 $ 250 $ 200
2 (200) 0 0
3 1,000 200 160
4 500 125 100
Restrictions on Management Fees
Some of the states in which we sell partnership interests require that we
comply with the North American Securities Administrators Association
Guidelines for commodity pools. These guidelines provide that the total
management fees, including those of the general partner and the commodity
trading advisors, may not exceed 6% of our net assets, and the total
incentive fees, including those of the general partner and commodity trading
advisors, based upon profits earned may not exceed 15% of new net profits.
Provided, however, without prior notice to you, the general partner has the
right to increase the incentive fee by 2% over 15% for every 1% decrease from
6% in the management fee. The general partner will notify you of any change
in fees within seven business days after they are made and afford you notice
and opportunity to redeem your partnership interests.
Compensation of Futures Commission Merchant, Introducing Broker and General
Partner
Fee Paid By Partnership To The Corporate General Partner
The corporate general partner, Ashley Capital Management, Inc., is
responsible for payment of costs to clear the trades made by the trading
advisors through the futures commission merchant, Man Financial, Inc. and
for payment to the affiliated introducing broker for introducing the trades
to the futures commission merchant. The partnership pays the corporate
general partner a monthly fixed rate of 11/12 of 1%, 11% annually, upon the
assets on deposit with the futures commission merchant for brokerage
commissions to trade domestically plus actual commissions charged on foreign
exchanges and forward markets, if any. The corporate general partner
retains 4% of this 11% annual charge and pays the introducing broker the
remaining 7%. Assets on deposit with the futures commission merchant
include all cash, T-Bills at market value, and open trade equity held in all
accounts in the name of the partnership at the futures commission merchant
as of the date and time of calculation of the monthly fee. See The Futures
Commission Merchant. The fixed commission that we pay to clear our trades
plus actual costs for foreign markets, if any, is less than the presumptive
fair and reasonable limit provided by the guidelines of the North American
Securities Administrators Association.
Brokerage Fees Paid By the Corporate General Partner To The Futures
Commission Merchant
Man Financial, Inc. charges the corporate general partner 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.
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 advisors 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 (i) add, change and delete broker/dealers as selling agents, (ii) add,
change and delete introducing brokers, (iii) change the management and
incentive fees within the limits prescribed herein, (iv) add, change and
delete commodity trading advisors, (v) add, change and delete futures
commission merchants, (vi) change the fixed brokerage commission rate, and
(vii) have the partnership pay a per round-turn brokerage commission as
opposed to a fixed percentage, at any time, with or without a change in
circumstances; provided, however, such brokerage commissions are presumed
reasonable if they do not exceed 80% of the published retail rate of the
futures commission merchant plus pit brokerage fees, or 14% annually,
including pit brokerage fees, of the average Net Assets directly related to
trading activity.
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 $155,000, which includes $85,000 for partnership
accounting, $48,000 for fund accounting, $12,000 for audit and $10,000 for
legal services. We must also pay customary and routine administrative
expenses, and other direct expenses.
In addition, we will reimburse the general partner for direct expenses, such
as the cost to prepare and file periodic amendments and restatements of the
registration statement, prospectus, financial statements, and web site
promotion used in connection with the solicitation and sale of interests in
the partnership together with 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.
- ----------------------------------------------------------------------------
Entity \
Form of Compensation \
Amount of Compensation \
- ----------------------------------------------------------------------------
General Partner
(Ashley Capital Management, Inc.)
Fixed brokerage commission
11% fixed annual charge, of which it retains 4% and pays 7% to the
introducing broker, paid monthly, upon the assets on deposit with the
futures commission merchant for domestic trades plus actual commissions
charged for trades made on foreign exchanges or forward markets, if any.
From this amount it will pay brokerage commissions to Man Financial, Inc.
[$2,750+]
- ----------------------------------------------------------------------------
Selling Agent
(Atlas - Issuer Direct)
None
None. All sales will be made by the Issuer on a best efforts basis with no
sales commission.
- ----------------------------------------------------------------------------
Futures Commission Merchant
(Man Financial, Inc.)
Round-turn commissions paid from the fixed commissions paid by the
partnership
From the 11% the partnership pays the corporate general partner, the futures
commission merchant is paid round turn brokerage commissions.
Reimbursement of delivery, insurance, storage and any other charges
incidental to trading and paid to third parties
Reimbursement by the partnership of actual payments to third parties in
connection with partnership trading
- ----------------------------------------------------------------------------
The introducing broker
(Futures Investment Company)
Paid from the fixed commissions paid by the partnership
Shares 7% of the 11% brokerage commissions paid to the corporate general
partner for trades generated by the trading advisors. [$1,750+]
- ----------------------------------------------------------------------------
Commodity Trading Advisors
(Clarke Capital Management, Inc., NuWave Investment Corp.)
Incentive Fee
Clarke is paid 25% of the new net profits it generates for each quarter;
NuWave is paid 20% of the new net profits it generates each quarter
Management Fee
NuWave is paid a management fee based on the rate of trading assigned by
NuWave and approved by the general partner of up to 3% on the first
$2,000,000 in allocated equity and up to 2% on all allocated equity over
$2,000,000
- ----------------------------------------------------------------------------
Third Parties
(The Scott Law Firm, P.A., Jordan, Patke & Associates, Ltd., CPA and other
accountants)
Legal, accounting fees, and other actual expenses necessary to the operation
of the partnership, and all claims and other extraordinary expenses of the
partnership.
Each year the partnership will pay approximately $10,000 for legal,
$12,000 for audit, $48,000 for fund accounting, and $85,000 for partnership
accounting. Claims cannot be estimated but will be paid as incurred.
[$299+ organizational and offering; $230+ annual expenses]
- ----------------------------------------------------------------------------
+ Each $25,000 investment pays this amount per year for these particular
expenses. When the expense 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 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, or such higher amounts imposed by your state of
residence.
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 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 registered commodity trading advisors which have
demonstrated an ability to trade profitably based on its track record,
* have that equity allocated to the trading advisors in a manner which is
intended by the general partner to optimize future profit potential, and
* invest a fraction of what is typically required by a trading advisor with
limited liability.
The individual general partner has experience managing several other
commodity pools and has over twenty-five years of experience in selecting
commodity trading advisors to manage individual investor accounts and
describing to investors how 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 other
investments you may have 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, The Scott Law Firm, P.A., there are no
circumstances, including bankruptcy of this partnership, which will subject
your personal assets that were never invested or paid from this partnership
to our debts; provided the partnership's structure is maintained by the
general partner, and you do not participate in any phase of our management
other than the exercise of your right to vote as a limited partner. See the
Limited Partnership Agreement (Exhibit A).
Administrative Convenience
We are structured to provide you with services that 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, expenses. We also prepare all tax information relating to your
investment in this partnership.
Access To The Commodity Trading Advisors
The commodity trading advisors selected by the general partner require 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 advisors 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 for the offering and organizational expenses.
Effective for partners admitted after December 23, 2003, there is no
redemption charge and they must retain their full initial investment in the
partnership for at least twelve months.
The offering expenses will be allocated pro rate among all partners as
follows:
The incoming partners' subscriptions will be divided by the amount of the
total subscriptions 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 May 31, 2007, prior partners paid 1.48% 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 1.28% of their total investment to pay for offering
expenses.
Once this maximum is sold, no further allocation of initial offering expenses
will be made among the partners, and the offering expenses for any future
expenditures will be paid by the partnership when incurred.
After the subscriptions are deposited in good funds to the partnership bank
account and you are accepted as a limited partner, the general partner will
transfer the money you paid to the partnership accounts at the bank and
futures commission merchant and allocate additional trading equity to the
commodity trading advisors.
At the end of each month, the fixed brokerage commissions are paid by the
partnership. At the end of each quarter, the incentive fees, if any are due,
are paid to the trading advisors. See Charges to 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 advisors.
However, approximately 3% of the previous month's net assets will 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 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 we will receive 4.69% interest on of our bank and
futures commission merchant balances.
The futures commission merchant, a government agency or commodity exchange
could increase margins applicable to us to hold trading positions or reduce
the number of contracts in a particular market that we are permitted to hold.
This could force us to liquidate positions in a market at a loss that would
not have occurred had we been permitted to hold the positions as the advisors
intended.
Determination Of The Offering Price
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
Two general partners, Ashley Capital Management, Inc. and Mr. Michael P.
Pacult, manage us. 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 entity other than Atlas, by purchasing the
partnership interests offered by the prospectus.
Michael P. Pacult
Mr. Pacult, age 63, is one of the general partners, and the sole shareholder,
director, principal, and officer of the corporate general partner. He grew
up in Detroit, MI and went to high school at Howe Military School in Howe,
IN. In 1969 he received a B.A. Degree from the University of California,
Berkeley, where he majored in English and in Zoology. Prior to moving to
Chicago in 1980 to become involved in the futures industry, he was a part
owner and Senior Vice President of a California real estate development
company.
In 1983, Mr. Pacult and his wife, Shira Del Pacult, as 50% owners,
established Futures Investment Company, an Illinois corporation, to sell
futures investments managed by independent commodity trading advisors to
retail clients. From inception to present, Mr. Pacult has been a Director
and President of Futures Investment Company.
His duties as a Director and Officer of the above named corporations, as a
general partner of those partnerships, and as a managing member of those
limited liability companies are to make all of the decisions and supervise
all of the actions they take.
In 1995, Mr. and Mrs. Pacult were featured in a book titled Master Brokers-
Interviews with Top Futures Brokers by John Walsh that was published by the
Center for Futures Education.
Mr. Pacult also manages three other public and one private commodity pools.
Though he provides less than his full time to the business affairs of this
partnership, he devotes what time he believes is necessary to properly handle
his 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 Advisors And Futures Commission Merchant
Neither the individual general partner, nor any of his affiliates, has any
ownership in the commodity trading advisors, or the futures commission
merchant.
Trading By The General Partner; Interest In The Pool
The corporate and individual general partners, 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. Neither general partner will
knowingly take positions ahead of identical positions taken by this
partnership.
Regulatory 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 Advisors
The trading advisors are 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.
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 prior 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.
Should any change in advisors be made, you will be notified within seven
business days. The notice will also remind you of your right to request a
redemption of your partnership interest pursuant to our redemption
procedures.
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 currently engages more than one trading advisor, 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. Because the trading advisors 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 May 31, 2007. 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 2007 2006 2005 2004 2003 2002
January 5.92 1.76 (4.02) (5.08) 4.08 (4.86)
February (2.97) (9.11) 3.77 11.26 21.04 (5.41)
March (1.58) (3.37) 15.01 3.09 (3.47) 3.42
April 0.70 13.26 (3.60) (0.09) 2.92 (5.24)
May (2.15) 1.40 6.94 15.08 12.60 0.00
June (4.51) (3.01) (2.42) (5.23) 12.85
July (6.56) (1.34) 4.15 (3.93) 5.22
August 1.46 7.56 7.18 (2.37) 3.32
September 9.05 0.01 4.12 3.58 7.65
October 0.28 (3.85) 10.75 (1.95) (12.94)
November (0.81) 6.06 7.09 (8.61) (5.65)
December 3.13 (0.86) (6.56) 14.78 15.99
Year (0.33) 3.94 22.91 56.04 33.47 10.97
Name of Pool: Atlas Futures Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of Commodity Trading Advisors: Clarke Capital Management, Inc.
NuWave Investment Corp.
Principal Protected: No
Date of Inception of trading: October, 1999
Aggregate Subscriptions: $13,264,401
Net Asset Value of the pool: $16,499,114 on total units outstanding:
4,743.74
Net Asset Value Per Unit: $3,478.08
Largest Monthly Draw-Down**: 10-02/12.94%
Worst Peak-to-Valley Draw-Down***: 9-02 to 11-02/17.86%
* 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 Advisors
Clarke Capital Management, Inc.
The general partner has engaged Clarke Capital Management, Inc. to trade for
the partnership, and has initially assigned to it approximately 80% of the
partnership's equity, after retention of a 3% cash reserve. The general
partner, in its sole discretion, may adjust the allocation of equity
allocated any time in the future.
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 sole principal, Michael Joseph
Clarke, 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 became a member of the
National Futures Association and was registered as a commodity trading
advisor with the Commodity Futures Trading Commission on October 25, 1993.
It became registered as a commodity pool operator on October 4, 2004.
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; i.e., the programs are based upon
computer generated analysis of price movements and patterns and are not based
on analysis of fundamentals such as supply and demand, 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 its 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.
A specially designed Clarke program trades the Atlas account. Clarke
reserves the right to change the program used to trade the partnership
account and to make adjustments in the exact entry or exit price a model uses
for the Atlas program in order to attempt to reduce the impact of slippage
from large block orders being executed at the same price. The models used in
the Atlas program are implemented through the use of computer analysis and
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.
Michael Joseph Clarke, the sole principal of the trading advisor and members
of the advisor's staff under his direct supervision, direct the trading of
the partnership pursuant to the advisory agreement attached to this
prospectus as an exhibit and the standard power of attorney to grant trading
authority to the advisor provided by the futures commission merchant.
Clarke, its principal and affiliates, have no present or future expectation
of a beneficial interest in the pool or its corporate general partner but
look solely to its incentive fee for compensation for its services.
A PURCHASE IN ATLAS DOES NOT INCLUDE A PURCHASE OF CLARKE OR ITS PROGRAM.
NuWave Investment Corp.
NuWave Investment Corp. has been registered with the Commodity Futures
Trading Commission ("CFTC") as a commodity trading advisor since February 24,
1993 and as a commodity pool operator since June 14, 2004. The Trading
Advisor is a member of the National Futures Association effective December
14, 2001. The Trading Advisor operates its principal office at 1099 Mount
Kemble Avenue, Morristown, New Jersey 07960, Telephone: (973) 425-9192, Fax:
(973) 425-9190, E-mail: info@NuWavecorp.com.
Business Background
Troy W. Buckner has been a principal of the Trading Advisor since inception.
Mr. Buckner is a 19
year industry veteran who began his career at Salomon Brothers, Inc. as a
derivatives and program trading specialist in 1986. In 1989 Mr. Buckner left
Salomon Brothers to focus his full attention on the design and implementation
of sophisticated trading models for use in the futures and equity markets.
After five years of full time position trading based on his proprietary
methodologies, Mr. Buckner joined Classic Capital as a principal with
responsibility for the design and execution of both futures and U.S. equity
investment models. In 1995 Hyman Beck & Company hired Mr. Buckner as a
principal to develop and manage systematic, short-term investment strategies
capable of trading the world's liquid futures and currency markets. His
extensive research into innovative, non-correlated investment programs is
complemented by years of trading experience and an in-depth understanding of
market theory. As of March 2003 Mr. Buckner is listed as a principal and AP
of Mt. Kemble Futures, a registered IB set up to service the needs of
potential NuWave Investment Corp. clients in need of a clearing relationship.
Mr. Buckner graduated Magna Cum Laude from the University of Delaware in 1984
with a double major (finance/accounting) and a minor (economics) before
earning his M.B.A from the University of Chicago in 1986.
John S. Ryan has been a principal of the Trading Advisor since March, 2006.
Mr. Ryan began his career
in 1998 at IBM, where he designed corporate networks in New York City.
Specializing in systems and communications, he implemented custom solutions
for top NYC law firms and universities. After five years at IBM, Mr. Ryan was
recruited by recently formed Hyman Beck & Company to head their technology
effort. At Hyman Beck he held the titles of Principal and Director of
Technology and was credited with helping build the infrastructure that was
critical to their success. In addition to his technology role, Mr. Ryan was a
member of Hyman Beck's research team, where his programming and quantitative
skills were utilized in designing new trading systems. At the time of his
departure, he was integrally involved with the establishment of Hyman Beck's
electronic trading presence. Mr. Ryan earned his B.B.A degree in Computer
Information Systems from Bernard Baruch College, City University of New York.
Yury V Orlov has been a principal of the NuWave since October, 2003. Dr.
Orlov began his professional
career in 1986 at the Nuclear Physics Institute, Moscow State University
where he held the title of Research Scientist until October 2003. The
principals of NuWave engaged Dr. Orlov as an off-site consultant beginning in
1997, and by January of 2000 he had become integral in the design of NuWave's
advanced electronic execution and modeling software. In October of 2003 Dr.
Orlov moved to the United States, joining NuWave as a Principal in their New
Jersey offices. Dr. Orlov's expertise is in the area of pattern recognition,
genetic algorithms, time series analysis, and programming. He obtained his
Master's Degree in Physics in 1983 and his PhD in Time Series Segmentation
and Pattern Recognition, both from Moscow State University. Dr. Orlov has
authored or co-authored more than 50 publications relating to his specialties
and has been published in several scientific journals.
Trading Program
The Combined Portfolio The Combined Portfolio evolved from the intent of the
principals of the Trading Advisor to achieve a more stable, lower volatility
return enhanced by diversification not only across different markets, but
across trading styles as well. The Trading Advisor believes, based on its
research to date, that the performance of each of its three programs, Alpha,
Pattern Recognition and Beta, exhibit a substantial degree of non-correlation
with one another as well as with other traditional strategies in any
investment arena. Combining the three programs in one portfolio provides
prospective investors with both enhanced diversification and expected cost
savings. It is common for the Alpha, Pattern Recognition or Beta programs to
hold opposite positions in any given market. Because positions for these
programs are netted within a single account, clients save needless
transactions costs that occur if these programs were managed by separate
advisors. Similarly, incentive fees are netted for the three trading programs
that comprise the Combined Portfolio. This prevents an incentive fee payment
to the Trading Advisor unless the net performance across programs warrants.
In the future, other programs and/or products may be included in the Combined
Portfolio in varying degrees. Client accounts participating in the Combined
Portfolio may thus be leveraged in a manor that reflects the addition of an
additional program. Allocation and leverage decisions are made by the Trading
Advisor with the aid of certain research studies, and combined experience, in
an effort to minimize risk and maximize profit opportunities.
Alpha Program The Alpha Program is a technical and systematic trading program
designed to provide broadly diversified, low correlation returns from a
trading style considerably different than that which is typical of the
managed futures industry. Portfolio composition includes a broad and diverse
group of domestic and international futures and currency markets. Nearly 65%
of market exposure is derived from international stock, bond and currency
markets. The remaining 35% includes various commodity markets. Alpha
positions itself to take advantage of significant longer term price moves,
often before it has become clear to market participants that such a movement
in price is underway. The program employs a series of proprietary algorithms
that highlight trading opportunities that may be with, or against, the
current trend. The result is a strategy with the ability to trade in varying
market conditions, multiple time frames, and in any liquid market. The
benefits are obvious. There is the potential for more consistent, low
correlation returns and the opportunity to manage larger pools of assets due
to the offbeat nature of trade selection, entry, and exit. History has shown
that managers of non-correlated futures portfolios are forced to trade the
very short-term. This fact typically limits asset growth significantly. The
Alpha Program, as it is applied here, generally trades the longer term time
frame. As a result, low correlations and more consistent returns are
possible. This program is offered only as a component of the Combined
Portfolio.
Pattern Recognition Program The Pattern Recognition Program is a unique,
systematic program that trades the world's 35 most liquid futures markets
while generating results that are designed to have little correlation with
other investment styles. Nearly 65% of market exposure is derived from
international stock, bond and currency markets. The remaining 35% includes
various commodity markets. The trading strategy is based upon the assumption
that markets exhibit a degree of repetitive price action that can be
identified throughout history. Factors responsible for such repetition may
include fundamental factors (economic cycles, interest rates, weather and
seasonality etc.) and human factors (fear, greed and other emotions). The
Trading Manager's experience suggests that all successful traders rely on
some form of pattern recognition, although the information they analyze to
discern repetitive price tendencies may differ. Consider discretionary
traders as an example. Their historical knowledge and experience allow them
to analyze many kinds of information that give clues to future market
direction. They study current fundamental data, economic trends, technical
factors, etc. that collectively form the current pattern of events. This
current pattern of events is evaluated in the context of history in order to
form an opinion of the likely effect on prices. Trend-followers are another
good example of pattern recognizers. They attempt to identify the "trend"
pattern in its beginning and ending stages in order to capture repetitive
profit opportunities in various markets. It is arguable that all successful
traders benefit from repetitive patterns to market price movement. If this
were not true, then it would be difficult to explain how successful traders
continue to be profitable over the long run. The Pattern Recognition Program
analyzes current price patterns in the context of history, emphasizing those
occasions where there is statistical, evidence supporting the probability
that prices will move in a particular direction. The Trading Manager believes
that markets are, in general, very efficient and that price movement is to a
large extent random. These facts do not prevent the identification of
repetitive profit opportunities, however, they merely underscore the
difficulty associated with capturing these opportunities with reasonable
consistency. With a rigorous, probabilistic methodology that identifies
repetitive historical tendencies, the Trading Manager attempts to benefit
from a modest but consistent edge and solid risk control. This program is
offered only as a component of the Combined Portfolio.
Beta Program The Beta Program is a technical and systematic trading program
designed to provide broadly diversified, low correlation returns from a
short-term trading style considerably different than that which is typical of
the managed futures industry. Incorporating a broad and diverse group of
domestic and international futures and currency markets in its trading mix,
nearly 65% of market exposure is derived from international stock, bond, and
currency markets. The remaining 35% includes various commodity markets.
Designed to take advantage of short-term volatility and the more random
nature of short-term price movements, Beta will trade with 9-day average
holding periods. It has been designed to complement the Alpha and Pattern
Recognition programs that currently make up the Combined Portfolio and will
not be offered separately. Correlation between the Beta Program and the other
two Combined components will be approximately 0.1. History has shown that
managers of non-correlated futures portfolios are forced to trade the very
short-term. This fact typically limits asset growth significantly. The Beta
Program is unique in its ability to complement both short and long term
investment styles, while maintaining significant asset capacity.
Electronic Futures Portfolio The Electronic Futures Portfolio is based upon
NuWave Investment Corp.'s fully automated, state-of-the-art trading program.
Focusing only on those futures contracts that exist and trade in a purely
electronic fashion, the portfolio's returns are generated through the
identification of short-term price dislocations. All trading is 100%
automated, allowing a rapid style of trading that would not be possible
without the aid of sophisticated computer programming. While presently
focused on domestic stock index contracts, NuWave expects to broaden trading
in this program to include several worldwide futures contracts with a
particular focus on financial futures.
A PURCHASE IN ATLAS DOES NOT INCLUDE A PURCHASE OF NUWAVE OR ITS PROGRAM.
Performance Record Of Other Programs Sponsored By The General Partner
Within the last ten years, the individual general partner of the Fund,
Michael Pacult, has managed four other commodity pools, one of which,
Strategic Opportunities Fund, LLC, is privately offered and commenced
business in July, 2005. Mr. Pacult is the sole principal of the corporate
general partner of Strategic, Evergreen Capital Management, Inc. The
other three pools are publicly offered: Bromwell Financial Fund, LP,
Providence Select Fund, LP and TriView Global Fund, LLC. Bromwell
previously commenced trading but has temporarily ceased operations.
Providence commenced business on March 5, 2007, however, TriView, which
became effective November 3, 2005 has not yet commenced business. The
Fund's corporate general partner has not
managed any other commodity pools. As of August, 2003, Mr. Pacult became
an individual general partner and sole principal of the corporate general
partner of Bromwell, but is no longer an individual general partner of
Bromwell. Mr. Pacult has been the individual managing member and principal
of the corporate managing member of TriView since inception. He has also
been the individual general partner and principal of the corporate general
partner of Providence since inception. As of May 31, 2007, (1) the total
amount of money raised for Bromwell was $2,525,062 and the total number of
investors was one and, (2) the total amount of money raised for Providence
was $1,550,211 and the total number of investors was 62. In November,
2003, the two trading advisors for Bromwell
were replaced because they were unprofitable. As of January 12, 2005, the
new trading advisor, Fall River Capital, LLC had not been profitable and
the general partner of Bromwell suspended the offering and trading, and
caused substantially all of the partners to redeem their accounts in
Bromwell. Bromwell is currently undergoing reorganization with new terms
and a new commodity trading advisor.
The Futures Commission Merchant
The general partner has selected an unaffiliated futures commission merchant,
Man Financial, Inc, 717 Fifth Avenue, 9th Floor, New York, New York 10022-
8101, (212) 589-6200. It holds, supervises and controls approximately 97% of
our equity, that which is used for trading by the commodity trading advisors.
Man is a registered futures commission merchant, clearing broker, and
commodity pool operator pursuant to the Commodity Exchange Act, as amended,
and is a member of the National Futures Association in such capacities. As
required by law, the general partner will provide notice to you within 21
days of any change in futures commission merchant.
At any given time, Man is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of the date
of this prospectus, expected to have a material effect upon its condition,
financial or otherwise, or to the services it will render to the partnership.
There have been no material, administrative, civil or criminal proceedings
pending, on appeal or concluded against Man or its principals within the
five years preceding the date of this prospectus, except that Man has
recently been sued by the Receiver for Philadelphia Alternate Asset Fund
("PAAF") and associated entities for common law negligence, common law fraud,
violations of the Commodity Exchange Act and RICO violations (the
"Litigation"). The Receiver's claims for damages are not quantified in the
Complaint, but are believed to be substantial. Man has informed the Fund
that in acting as clearing broker for PAAF it was not responsible for its
losses and, among other things, has brought in a number of third party
defendants. Accordingly, it will deny the material allegations of the
Complaint, and will otherwise vigorously defend the Litigation. Further,
the outcome of the Litigation should not materially affect Man or its
ability to perform as a Clearing Broker for the accounts of the Fund. The
Commodity Futures Trading Commission ("CFTC") is also investigating the
events involving PAAF's losses and Man's relationship to PAAF. To date,
the CFTC has not brought any action against Man.
On February 20, 2007, Man settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in
which Man was alleged to have failed to supervise one of its former
associated persons (AP) who was charged with fraudulently soliciting
customers to open accounts at Man. The CFTC alleged that the former AP
misrepresented the profitability of a web-based trading system and of a
purported trading system to be traded by a commodity trading advisor.
Without admitting or denying the allegation, Man agreed to pay restitution
to customers amounting to $196,900.44 and a civil monetary penalty of
$120,000. Man also agreed to a cease and desist order and to strengthen
its supervisory system for overseeing sales solicitations by employees in
connection with accounts to be traded under letters of direction in favor
of third party system providers.
The futures commission merchant acts only as a clearing broker for the
partnership and, as such, is paid commissions for executing and clearing
trades. It has not passed upon the adequacy or accuracy of this prospectus.
The futures commission merchant will not act in any supervisory capacity with
respect to the general partner nor participate in the management of the
general partner or the partnership. Therefore, prospective investors should
not rely on the futures commission merchant's agreements to clear trades for
the partnership or for any other reason related to it in deciding whether or
not to purchase interests in the partnership.
The Introducing Broker
The partnership trading account was introduced to Man Financial, Inc as
futures commission merchant by the affiliated introducing broker, Futures
Investment Company, 5914 N. 300 West, Fremont, IN 46737, (260) 833-1306.
Futures Investment Company is a registered introducing broker under the
Commodity Exchange Act, as amended, and is a member of the National Futures
Association in such capacity. It shares 7% of the 11% in the brokerage
commission paid by the partnership to the corporate general partner, to in
turn pay the futures commission merchant for trades on domestic markets
entered by the trading advisors.
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 the date of this
prospectus, 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 of operation 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.
Any adjustment made to our return by our auditors or the IRS will flow
through to your return and could result in a separate audit of your
individual return. If we or you 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. 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. 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.
Subject to the above scope of presentation and assumption, following is the
opinion of The Scott Law Firm, P.A. that summarizes the material Federal
income tax consequences to individual investors in the partnership.
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.
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 Federal income tax issue
that involves a determination by the IRS of the facts related to our
operation, or any other matter that may be subject to IRS interpretation or
adjustment upon audit.
For example, 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
The Internal Revenue Code, at Section 7701, provides 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: (i) decentralized management, (ii) unlimited liability, (iii)
limited transferability of shares, and (iv) 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. Provided
the principal activity of the partnership is buying and selling commodities,
income may include interest, dividends, and income from the trade or holding
of futures, options or forward contracts on commodities. The general partner
intends to limit the principal business activity and 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 and the opinions expressed in this prospectus.
Tax Opinion
Subject to the assumption that you are an individual United States resident
taxpayer, in the opinion of The Scott Law Firm, P.A., this prospectus
accurately summarizes all material Federal tax matters and consequences or
identifies those matters that cannot presently be determined. Particularly,
(i) we will be treated as a partnership for Federal income tax purposes; (ii)
the allocations of profits and losses made when partners redeem their
partnership interests should be upheld for Federal income tax purposes; (iii)
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; (iv) the profit share should be respected as a
distributive share of our equity income allocable to Atlas Futures Fund,
Limited Partnership; and (v) 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 the date of this
Prospectus 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
* interests in the partnership:
* will be transferable or redeemed 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 Revenue Act of 1987.
No opinion is expressed in regard to the tax treatment of expenses because
that determination depends upon questions of fact to be resolved by the
general partner on our behalf. 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 offering
expenses are subject to limitations upon deduction imposed by the Internal
Revenue Code.
Any change in the representations of the general partner or the operative
facts will prevent us and you from relying upon the tax 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.
The at risk provisions must be considered should you elect to arrange 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 advisors selected to trade for us are 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 35%. Most long-term capital gains after May
6, 2003 are subject to a maximum tax rate of 15%. 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. 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 short-term capital gains exceed long-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.
Alternative Minimum Tax
The alternative minimum tax for individuals is imposed on certain high income
persons as a method of collection of tax although income may to sheltered or
otherwise not subject to tax. Alternative minimum taxable income consists of
income deemed taxable without regard to availability of deductions or tax
preferences provided by the tax law. Alternative minimum taxable income may
not be offset by certain deductions, including (in certain circumstances)
interest incurred to purchase or carry interests in partnership such as this
partnership. Taxpayers subject to the alternative minimum tax could be
required to make estimated payments. The extent to which the alternative
minimum tax will be imposed or estimated payments required will depend on the
overall tax situation of each limited partner at the end of each taxable year
and, therefore, this question should be referred to your tax advisor.
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 has not registered 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. The person
having control over the payment of such income must withhold this tax.
Because we have permitted the trading advisors to trade foreign currency and
other contracts on foreign exchanges or derivative transactions such as
energy or interest rate swaps or forwards, based on current law it is
uncertain whether entering into foreign and derivative transactions may cause
us, and therefore any foreign limited partners, to be treated as engaged in a
trade or business within the United States. However, the Treasury Department
has issued proposed regulations which, if finalized in their current form,
would provide that foreign limited partners should not be deemed to be
engaged in a United States trade or business solely by virtue of an
investment as a limited partner in the partnership even if the partnership
enters into foreign exchange trades of currency and derivative transactions.
These regulations are proposed to be effective for taxable years beginning 30
days after the date final regulations are published in the Federal Register.
We may elect to apply the final regulations retroactively once they are
finalized. The Scott Law Firm, P. A. has not opined on the issues related to
the withholding by us from distributions to foreign investors as the
determination of how the treat this issue will be resolved at the end of each
taxable year or upon receipt of a redemption request and the tax opinion is
limited to tax consequences to United States residents.
Accordingly, we may be required to withhold tax on items of such income that
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 that 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.
You may not purchase 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
The partnership agreement was amended and fully restated on December 23, 2003
and is attached to this prospectus as Exhibit A. Following is an
explanation of the 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 other than exercise your right
to vote on partnership matters as a limited partner.
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 value of a single unit will be calculated
from time to time by dividing the net assets of the partnership by the number
of outstanding units of partnership interests. The value of your partnership
interest will be determined by multiplying the number of units of partnership
interests you hold by the value of a single unit. Your percentage interest
in the partnership will also be determined by dividing the number of units
you by the total number of units outstanding.
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 other than to vote on partnership matters as a limited partner.
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; provided,
however, without the limited partners' approval, the general partner is
allowed to (i) change the management and incentive fees within the limits
prescribed herein, (ii) add, change and delete trading advisors, (iii) add,
change and delete introducing brokers, (iv) add, change and delete futures
commission merchants, (v) add, change and delete selling agents, (vi) redeem
and return a limited partner account, (vii) change the commodity contracts
traded, or (viii) 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;
provided, however, this shall not apply to the incurrence of an obligation to
a futures commission merchant or debt to a partner or any of their affiliates
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 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 you will receive a report containing (i) the
net unit value as of the end of both the current and previous month, (ii) the
percentage change in net unit value between the two months, (iii) the amount
of distributions during the month (iv) 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 (v) 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.
Income, Loss and Expense Allocations
At the end of each fiscal year, our capital gain or loss and ordinary income
or loss and expenses will be allocated to units held by all partners. You
are responsible for the proper reporting of these items on 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
(i) is requested before six months from the date of purchase, (ii) is not
made for all of your partnership interests or, if you are not assigning all
of your partnership interests, you will retain more than five units of
partnership interests, (iii) 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, (iv) will
jeopardize our ability to be taxed as a partnership and not as a corporation,
or (v) will affect characterizations or treatment of income or loss.
Termination Of The Partnership
This partnership will terminate (i) at 11:59 p.m. twenty-one years from the
date of the Certificate of Limited Partnership, (ii) by election of the
general partner, in its sole discretion, to terminate and dissolve this
partnership, (iii) upon the dissolution, death, resignation, withdrawal,
bankruptcy or insolvency of the general partner, unless the partners, by
majority interest, vote to carry on the business and elect a new general
partner, (iv) 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, (v) upon any event which makes the continued existence of the
partnership unlawful, or (vi) upon the majority vote of the partners.
Meetings
We are not required to hold regular meetings, however, partners may call
meetings to vote on certain issues, including (i) 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; (ii) removal of the
general partner and election of a new general partner; (iii) 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; (iv) 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;
(v) dissolution of the partnership; and (vi) 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. One or more partners who collectively own 10% or more of the
outstanding partnership interests must sign the request. 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
twelve months after you have been allocated partnerships interests from your
subscription proceeds. The general partner must receive a written request
for redemption no less than ten business days prior to 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
advisors cannot liquidate the positions they have 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. We will not charge a redemption fee.
Plan For Sale Of Partnership Interests
We are offering and selling the partnership interests issuer direct through
the partnership. All partnership interests will be sold on a best efforts
basis, which means that the partnership will try, but not guarantee, to sell
all the partnership interests. There will be no sales commission.
Although we are offering a maximum of $15,000,000 in partnership interests,
the Limited Partnership Agreement authorizes the general partner to elect to
raise the amount authorized and sell additional partnership interests.
Accordingly, the partnership may sell an unlimited amount of partnership
interests.
Depository Agreement
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 depository account maintained by Star Financial Bank as depository
agent. No funds in the depository account will be available to pay
partnership debts or claims.
The interest earned on your subscription during the period it is held in the
depository account 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 a futures commission merchant, your funds may be invested in the
partnership on the admission date without use of the depository account.
Cash from subscriptions held in the depository account will be invested in
short-term investments that meet applicable regulatory requirements until
delivered to the partnership after the close on the last business day of the
month. These investments will be in United States Treasury Bills, bank
savings accounts, or other comparable interest-bearing instruments and
accounts that are expected to be liquid, substantially low risk investments,
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 an
acknowledgement of suitability and a subscription agreement (Exhibit D), and
deliver the executed subscription documents and check to the partnership.
You should make out the check to "Star Bank for the acct. of Atlas". Your
check will then be sent to the depository agent by noon of the day following
its receipt. Under no circumstances should you make payment in cash, or make
any checks payable to the partnership, the general partner or any of their
affiliates or any other party.
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. However, 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 on our books in your favor shall be cancelled.
Revocation and Acceptance of Subscription
Once you have delivered your subscription agreement and sent us your check,
you may revoke your subscription within five business days after you send it
to us. 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, at anytime prior
to admission of the subscriber as a partner. 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 your home, home furnishings and automobiles, or a
minimum annual gross income of $45,000 and a minimum net worth of $45,000,
exclusive of your home, home furnishings and automobiles. You may have to
satisfy higher amounts if you live in certain states.
In the case of sales to fiduciary accounts, 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, may meet the
net worth and income standards.
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 introducing broker and the futures commission merchant.
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 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 and if there are any
changes 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 introducing broker and the futures commission
merchant 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 advisors, the futures commission merchant, the
introducing broker, or any principal or affiliate of any of them. This
includes any actions pending, on appeal, concluded, threatened, or otherwise
known to them.
Legal Opinion
The Scott Law Firm, P.A., 940 Northeast 79th Street, Suite A, Miami, FL
33138, wscott@wscottlaw.com 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 the general partner and us in
regard to 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 other partner 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.
Jordan, Patke & Associates, Ltd. is our accounting and auditing expert, and
is responsible for auditing the books and records of both us and Ashley
Capital Management, Inc. , as well as preparing the partnership K-1's and our
tax returns. Another firm has audited the financial statements for the years
2004 and 2005 that appear in this prospectus; however, the 2006 audit and all
future audits will be conducted by Jordan, Patke & Associates, Ltd.
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
descriptions in this prospectus of these exhibits are summaries. For further
information regarding the partnership and the partnership interests offered,
you may inspect and copy 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
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
office of the corporate general partner, 5914 N. 300 West, Fremont, IN 46737,
with a duplicate set at the offices of The Scott Law Firm, P.A., 940 NE 79th
Street, Suite A, Miami, FL 33138.
You are invited to review any materials available to the general partner
relating to this partnership, our operations, this offering, the Advisory
Agreements between us and the commodity trading advisors, the Customer
Agreements between us and our Commodity Brokers, the commodity trading
advisors' 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
necessary to verify any representations or information in this prospectus and
its exhibits, assuming the general partner possess such information or can
acquire it with reasonable effort and expense. However, your review is
limited by the proprietary and confidential nature of the commodity trading
advisors' trading systems and by the confidentiality of personal information
relating to other investors.
[The balance of this page has been intentionally left blank.]
*******************************************************************************
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Three Months Ended March 31, 2007 and 2006
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Statements of Assets and Liabilities as of March 31, 2006 and
December 31, 2006 F-3
Schedule of Investments - Cash and Securities - March 31, 2007 F-4
Schedules of Investments - Futures Contracts - March 31, 2007 F-5
Schedule of Investments - Cash and Securities - December 31, 2006 F-6
Schedules of Investments - Futures Contracts - December 31, 2006 F-7 - F-8
Statements of Operations for the Three Months Ended
March 31, 2007 and 2006 F-9
Statements of Changes in Net Assets for the Three Months Ended
March 31, 2007 and 2006 F-10
Statements of Cash Flows for the Three Months Ended March 31,
2007 and 2006 F-11
Notes to Financial Statements F-12 - F17
Affirmation of Commodity Pool Operator F-18
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware
We have reviewed the accompanying statements of assets and liabilities of
ATLAS FUTURES FUND, LIMITED PARTNERSHIP, as of March 31, 2007, and the
related statements of operations, changes in net assets and cash flows for
the three months ended March 31, 2007. These financial statements are the
responsibility of the Fund's management.
We conducted our review in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight
Board (United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
The financial statements of ATLAS FUTURES FUND, LIMITED PARTNERSHIP for the
Three Months Ended March 31, 2006 were reviewed by other accountants whose
report dated May 10, 2006 stated that they were not aware of any material
modifications that should be made to such interim financial statements for
them to be in conformity with accounting principles generally accepted in the
United States of America.
We have previously audited, in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States), the statement of
assets and liabilities of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of
December 31, 2006 and the related statements of operations, changes in net
assets and cash flows for the year then ended (not presented herein); and in
our report dated March 27, 2007, we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying statement of assets and liabilities as of December 31, 2006 is
fairly stated, in all material respects, in relation to the statement of
assets and liabilities from which it has been derived.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
May 15, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
<table>
<s> <c> <c>
March 31, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
U.S. Treasury Bills (cost $14,916,738) $15,963,861 $14,967,428
Cash and cash equivalents denominated in U.S.
dollars (747,015) 696,781
Cash and cash equivalents denominated in foreign
currency 888,627 (229,021)
Cash and cash equivalents 16,105,473 15,435,188
Net unrealized gain on open futures contracts 824,829 1,933,681
Total brokerage cash equivalents and
investments 16,930,302 17,368,869
Cash 170,149 56,030
Total assets 17,100,451 17,424,899
Liabilities
Partner redemptions payable 109,646 166,223
Accrued commissions payable to related parties 11,990 8,013
Management fees payable 21,426 15,541
Incentive fees payable 192,018 219,487
Other accrued liabilities 18,019 849
Total Liabilities 353,099 410,113
Net assets $16,747,352 $17,014,786
Analysis of Net Assets
Limited partners' $16,747,352 $17,014,786
General partner - -
Net assets (equivalent to $3,490.17 and
$3,489.87 per unit) $16,747,352 $17,014,786
Partnership units outstanding
Limited partners' units outstanding 4,798.43 4,875.48
General partner units outstanding - -
Total partnership units outstanding 4,798.43 4,875.48
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c> <c>
Fair Value
Description Maturity Date Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets (747,015) $(747,015) -4.64%
Total cash denominated in U. S. Dollars (747,015) -4.64%
Cash equivalents denominated in U.S. Dollars:
United States Treasury Bill April 2007 $100,000 99,641 99,641 0.62%
United States Treasury Bill April 2007 900,000 896,770 896,770 5.57%
United States Treasury Bill May 2007 1,000,000 993,590 993,590 6.17%
United States Treasury Bill May 2007 1,700,000 1,692,224 1,692,224 10.51%
United States Treasury Bill May 2007 1,800,000 1,790,100 1,790,100 11.11%
United States Treasury Bill June 2007 1,000,000 989,792 989,792 6.15%
United States Treasury Bill June 2007 9,600,000 9,501,744 9,501,744 59.00%
Total cash equivalents denominated in U.S.
Dollars $16,100,000 15,963,861 99.13%
Total cash and cash equivalents
denominated in U.S. Dollars 15,216,846 94.48%
Cash denominated in foreign currency:
Euro Markets - Euro 269,435 360,207 2.24%
British Pound Markets - GBP 290,988 572,876 3.56%
Australian Dollar Markets - AUD (163,587) (132,587) -0.82%
Hong Kong Dollar Markets - HKD 124,370 15,917 0.10%
Japanese Yen Markets - JPY 8,497,745 72,214 0.45%
Total cash denominated in foreign currency 888,627 5.53%
Total investments $16,105,473 100%
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Bean Oil May 2007 156 89,190 $89,190
NYM RBOB Gas May 2007 52 454,272 454,272
IMM Australian Dollar June 2007 104 52,520 52,520
IMM Euro FX June 2007 52 (1,950) (1,950)
IMM Euro Dollar Dec 2007 52 (16,250) (16,250)
IPE Gas Oil May 2007 52 32,500 32,500
CBOT Soybeans May 2007 7 (4,113) (4,113)
CBT T-Note 10Y June 2007 25 (3,391) (3,391)
CBOT Silver May 2007 4 10,280 10,280
CME Cattle June 2007 8 (10,040) (10,040)
LME Aluminum US April 2007 3 3,418 3,418
LME Aluminum US May 2007 5 (2,664) (2,664)
LME Aluminum US June 2007 1 1,022 1,022
LME Copper US May 2007 1 16,444 16,444
IMM Australian Dollar June 2007 12 35,340 35,340
IMM British Pound June 2007 22 49,225 49,225
IMM Euro FX June 2007 13 21,013 21,013
IMM Euro Dollar December 2007 1 25 25
Total United States Commodity
Futures Positions 726,841 726,841
Japanese commodity futures positions held long:
SMX Nikkei June 2007 15 2,710,000 23,030
Total Japanese commodity futures
positions held long 2,710,000 23,030
Euro commodity futures positions held long:
EURX E-Bund June 2007 12 (16,220) (21,684)
DTB DAX Index June 2007 1 9,688 12,952
Total European commodity futures
positions held long (6,532) (8,732)
British commodity futures positions held long:
NEW FTSE 100 June 2007 2 4,930 9,706
LIF Long Gilt June 2007 4 (6,370) (12,541)
LIF 3M STG IR December 2007 31 (3,875) (7,629)
Total British commodity futures
positions held long (5,315) (10,464)
Total commodity futures
positions held long 730,675
United States commodity futures positions held short:
CBT Wheat May 2007 52 51,350 51,350
CSC Sugar 11 May 2007 208 92,131 92,131
CBOT Corn July 2007 2 1,725 1,725
CSC Sugar 11 May 2007 13 4,637 4,637
CSC Coffee C July 2007 5 (356) (356)
LT Crude June 2007 1 (3,060) (3,060)
NY Heating Oil May 2007 1 (6,212) (6,212)
NY Natural Gas May 2007 2 (6,130) (6,130)
NYM RBOB Gas May 2007 5 (2,453) (2,453)
LME Aluminum US April 2007 3 (8,116) (8,116)
NYC Cotton July 2007 15 (3,870) (3,870)
IMM Canadian Dollar June 2007 10 (13,500) (13,500)
IMM Japanese Yen June 2007 15 (469) (469)
LME Copper May 2007 1 (28,331) (28,331)
Total United States commodity
futures positions held short 77,346 77,346
Australian commodity futures positions held short:
SFE 3Y T-Bond June 2007 104 12,628 10,235
SYD T-Bill 90D Sept 2007 52 1,241 1,006
SFE SPI 200 June 2007 2 (11,450) (9,280)
SFE 10Y T-Bond June 2007 15 18,498 14,993
Total Australian commodity futures
positions held short 20,917 16,954
Euro commodity futures positions held short:
LIF 3M Euribor December 2007 49 12,138 16,227
MONEP CAC40 April 2007 6 (12,796) (17,107)
LIF 3M Euribor December 2007 4 550 734
Total Euro commodity futures
positions held short (108) (146)
Total commodity futures
positions held short 94,154
Net commodity futures
positions $824,829
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
December 31, 2006
<table>
<s> <c> <c> <c> <c> <c> <c> <c>
Fair Value
Description Maturity Date Cost Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets 696,781 $696,781 4.51%
Total cash denominated in U. S. Dollars 696,781 4.51%
Cash equivalents denominated in U.S. Dollars:
United States Treasury Bill March 2007 $10,373,181 $10,500,000 10,395,342 10,395,342 67.35%
United States Treasury Bill March 2007 987,967 1,000,000 990,051 990,051 6.41%
United States Treasury Bill January 2007 790,010 800,000 797,417 797,417 5.17%
United States Treasury Bill February 2007 1,777,843 1,800,000 1,790,777 1,790,777 11.60%
United States Treasury Bill February 2007 987,738 1,000,000 993,841 993,841 6.44%
Total cash equivalents denominated in
U.S. Dollars $14,916,738 $15,100,000 14,967,428 96.97%
Total cash and cash equivalents
denominated in U.S. Dollars 15,664,209 101.48%
Cash denominated in foreign currency:
Euro Markets - Euro 165,260 218,102 1.41%
British Pound Markets - GBP (178,240) (349,136) -2.26%
Australian Dollar Markets - AUD (197,553) (155,958) -1.01%
Hong Kong Dollar Markets - HKD 124,370 15,989 0.10%
Japanese Yen Markets - JPY 4,997,745 41,982 0.27%
Total cash denominated in foreign currency (229,021) -1.48%
Total investments $15,435,188 100.00%
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
December 31, 2006
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Soybeans March 2007 55 29,562 $29,562
CBT Bean Meal March 2007 110 24,570 24,570
CSC Coffee C March 2007 55 46,744 46,744
CBOT Corn March 2007 5 4,038 4,038
CBOT Wheat March 2007 13 (2,025) (2,025)
CBT T Note 10Y March 2007 10 (7,813) (7,813)
CBOT Gold February 2007 1 (1,320) (1,320)
CSC Coffee C March 2007 8 (4,688) (4,688)
05 LME Alum US March 2007 1 125 125
08 LME Alum US March 2007 1 (556) (556)
IMM AU Dollar March 2007 7 2,425 2,425
IMM B-Pounds March 2007 12 3,075 3,075
IM Canadian $ March 2007 2 (2,410) (2,410)
IMM Euro FX March 2007 11 (750) (750)
IMM Euro DLR September 2007 53 (15,900) (15,900)
EMINI S&P 500 March 2007 2 150 150
Total United States Commodity Futures Positions 75,227
Japanese commodity futures positions held long:
SMX Nikkei March 2007 17 6,865,000 57,667
Total Japanese commodity futures positions held long 57,667
Euro commodity futures positions held long:
Eurex E-Bund March 2007 11 (13,540) (17,869)
Total European commodity futures positions held long (17,869)
British commodity futures positions held long:
NEW FTSE 100 March 2007 2 810 1,587
Total British commodity futures positions held long 1,587
Total commodity futures positions held long 116,612
United States commodity futures positions held short:
CMX HG Copper March 2007 110 483,088 483,088
NY Natural Gas March 2007 55 647,350 647,350
IMM J YEN March 2007 55 29,563 29,563
CBOT Soybeans March 2007 11 (11,825) (11,825)
CBOT Silver March 2007 1 (380) (380)
NY LT Crude February 2007 10 24,370 24,370
NY Heating Oil February 2007 8 6,023 6,023
NY Natural Gas February 2007 4 15,930 15,930
NYM RBOB Gas February 2007 5 (9,891) (9,891)
21 LME CO February 2007 1 13,739 13,739
05 LME Copper US March 2007 1 16,357 16,357
14 LME Copper US March 2007 1 12,825 12,825
NYC Cotton March 2007 14 (5,355) (5,355)
IMM J YEN March 2007 23 47,831 47,831
Total United States commodity futures positions held short 1,269,625
Australian commodity futures positions held short:
SYD T Bill 90D June 2007 165 2,627 2,074
SFE 3Y T-Bond March 2007 55 8,929 7,049
SFE 10Y T-Bond March 2007 11 5,820 4,594
Total Australian commodity futures positions held short 13,717
</table>
The accompanying notes are an integral part of the financial statements
F-7
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts, Continued
December 31, 2006
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts, con't.
British commodity futures positions held short:
LIF Long GILT March 2007 220 192,500 $377,069
LIF 3M STG IR June 2007 55 3,438 6,733
LIF Long GILT March 2007 11 18,120 35,493
LIF 3M STG IR September 2007 20 (1,250) (2,449)
Total British commodity futures positions held short 416,846
Euro commodity futures positions held short:
LIF 3m EURIBOR March 2007 110 3,438 4,537
Eurex EUROBOBL March 2007 55 33,000 43,552
EURX E-Bund March 2007 55 35,200 46,455
EURO E-Schatz March 2007 55 15,125 19,961
LIF 3M EURIBOR September 2007 16 1,800 2,376
Total Euro commodity futures positions held short 116,881
Total commodity futures positions held short 1,817,069
Net commodity futures positions $1,933,681
</table>
The accompanying notes are an integral part of the financial statements
F-8
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Investment income
Interest income $193,511 $151,595
Total investment income 193,511 151,595
Expenses
Commission expense 476,121 463,943
Management fees 21,426 12,546
Incentive fees 192,018 -
Professional accounting and legal fees 82,112 32,994
Other operating and administrative expenses 5,084 1,524
Total expenses 776,761 511,007
Net investment (loss) (583,250) (359,412)
Realized and unrealized gain (loss) from investments and
foreign currency
Net realized gain (loss) from:
Investments 437,626 (1,554,961)
Foreign currency transactions 1,259,035 20,247
Net realized gains (losses) from investments and
foreign currency transactions 1,696,661 (1,534,714)
Net increase (decrease) in unrealized appreciation
(depreciation) on:
Investments (540,664) 84,680
Translation of assets and liabilities in foreign currencies (568,188) -
Net increase (decrease) in unrealized appreciation
(depreciation) on investments and translation of
assets and liabilities in foreign currencies (1,108,852) 84,680
Net realized and unrealized income (loss) from
investments and foreign currency 587,809 (1,450,034)
Net increase in net assets resulting from
operations $4,559 $(1,809,446)
</table>
The accompanying notes are an integral part of the financial statements
F-9
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Increase (decrease) in net assets from operations
Net investment (loss) $(583,250) $(359,412)
Net realized gains (losses) from investments and
foreign currency transactions 1,696,661 (1,534,714)
Net increase (decrease) in unrealized appreciation
(depreciation) on investments and translation of assets
and liabilities in foreign currencies (1,108,852) 84,680
Net increase (decrease) in net assets resulting from
operations 4,559 (1,809,446)
Capital contributions from limited partners 53,789 233,439
Distributions to limited partners (325,782) (276,971)
Total (decrease) in net assets (267,434) (1,852,978)
Net assets at the beginning of the period 17,014,786 16,841,781
Net assets at the end of the period $16,747,352 $14,988,803
</table>
The accompanying notes are an integral part of the financial statements
F-10
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $4,559 $(1,809,446)
Adjustments to reconcile net increase in net assets from
operations to net cash provided by (used in) operating
activities:
Changes in operating assets and liabilities:
Unrealized appreciation (depreciation) on investments 1,108,852 (92,344)
Increase (decrease) in accrued commissions payable 3,977 (35,694)
Increase (decrease) in accrued management and incentive
fees (21,584) (171,493)
Increase (decrease) in other payables and accruals 17,170 438
Net cash provided by (used in) operating activities 1,112,974 (2,108,539)
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 53,789 233,439
Partner redemptions (382,359) (229,245)
Net cash provided by (used in) financing activities (328,570) 4,194
Net increase (decrease) in cash and cash equivalents 784,404 (2,104,345)
Beginning Cash and cash equivalents 15,491,218 16,910,682
Ending Cash and cash equivalents $16,275,622 $14,806,337
End of year cash and cash equivalents consist of:
Cash and cash equivalents at broker $16,105,473 $14,800,499
Cash 170,149 5,838
Total cash and cash equivalents $16,275,622 $14,806,337
</table>
The accompanying notes are an integral part of the financial statements
F-11
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
1. Nature of the Business
Atlas Futures Fund, Limited Partnership (the "Fund") was formed January 12,
1998 under the Delaware Uniform Limited Partnership Act. The Fund is engaged
in the speculative trading of futures contracts in commodities, which
commenced in October, 1999. Ashley Capital Management, Inc.("Ashley") and
Michael Pacult are the General Partners and the commodity pool operators
("CPO's") of the Fund. The registered commodity trading advisors ("CTA's")
are Clarke Capital Management, Inc. ("Clarke"), which has served as CTA since
commencement of Fund business, and NuWave Investment Corp. ("NuWave"), which
became a CTA effective February, 2005. The CTA's have the authority to trade
as much of the Fund's equity as is allocated to them by the General Partner,
which is currently estimated to be 99% of total equity. Prior to July, 2004,
the principal selling agent was Futures Investment Company ("FIC"), which is
controlled by Michael Pacult and his wife. Effective July, 2004 the Fund
began to sell issuer direct on a best efforts basis with no sales
commissions.
The Fund is a registrant with the Securities and Exchange Commission (SEC)
pursuant to the Securities Act of 1933 (the Act). The Fund is subject to the
regulations of the SEC and the reporting requirements of the Securities and
Exchange Act of 1934. The Fund and its General Partners are also subject to
the regulations of the Commodities Futures Trading Commission (CFTC), an
agency of the U.S. government which regulates most aspects of the commodity
futures industry. The General Partners are also subject to the rules of the
National Futures Association that requires commodity pool operators and the
requirements of various commodity exchanges where the Fund executes
transactions. Additionally, the Fund is subject to the terms of the
contracts it has entered with the futures commission merchants and rules of
the interbank market makers through which the Fund trades and regulated by
commodity exchanges and by exchange markets that may be traded by the
advisor.
2. Significant Accounting Policies
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, National Association of Securities
Dealers, Inc. 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. The Fund remains open to new
partners, and incurs costs required to retain the ability to issue new units.
Such costs, in addition to the costs of recurring annual and quarterly
filings with regulatory agencies are expensed 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.
Interest income is recognized when it is earned.
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.
Income Taxes - The Fund, a regulated investment company, is not required to
provide a provision for income taxes. Each partner is individually liable for
the tax on its share of income or loss. The Fund may be subject to state and
local taxes in jurisdictions in which it operates. The Fund prepares a
calendar year information tax return
Net Income Per Unit - Net income per unit is calculated based on the
weighted average number of units outstanding during the period.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers cash, money market funds and the market value of U.S. Treasury
Bills 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, 2006 and 2005.
F-12
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
2. Significant Accounting Policies - Continued
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.
3. General Partner Duties
The responsibilities of the General Partners include all aspects of the
management of the Fund. Specifically, they perform the duties of a commodity
pool operator as that term is defined in the Commodity Exchange Act, 7 USC 1,
et seq. They employ the CTA's to direct the trading and investment activity
of the Fund, which include, if appropriate, to suspend all trading, to
execute and to file all necessary legal documents, statements and
certificates of the Fund, to retain independent public accountants to audit
the Fund, to employ attorneys to represent the Fund, to review the brokerage
commission rates to determine reasonableness, to maintain the tax status of
the Fund as a limited partnership, to maintain a current list of names,
addresses and numbers of units owned by each Limited Partner and to take such
other actions as deemed necessary or desirable to manage the business of the
Partnership.
If the daily net unit value of the partnership falls to less than 50% of
the highest value earned through trading at the close of any month, then the
General Partner will immediately suspend all trading, provide all limited
partners with notice of the reduction and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.
4. 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 Partners.
Federal Income Tax Allocations - As of the end of each fiscal year, the
Partnership's realized capital gain or loss and ordinary income or loss shall
be allocated among the partners, after having given effect to the fees and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted
or rejected by the General Partner within five business days. The investor
also has five business days to withdraw his subscription. Funds are deposited
into an interest bearing subscription account and will be transferred to the
Fund's account on the first business day of the month after the subscription
is accepted. Interest earned on the subscription funds will accrue to the
account of the investor.
Redemptions - A limited partner may request any or all of his investment be
redeemed at the net asset value as of the end of a month. The written request
must be received by the General Partner no less than ten days prior to a
month end. Redemptions will generally be paid within twenty days of the
effective month end. However, in various circumstances due to liquidity, etc.
the General Partner may be unable to comply with the request on a timely
basis. Effective January 1, 2004, redemption penalties are no longer
charged.
F-13
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
5. Fees
Effective January 1, 2005, the Fund was charged the following fees:
A monthly brokerage commission of 11% (annual rate) of the Fund's assets on
deposit with the futures commission merchant to the Fund's Corporate General
Partner. The Corporate General Partner was responsible for payments of
brokerage commission and fees to the futures commission merchant.
A quarterly incentive fee of 25% of "new net profits" was paid to the sole
CTA.
Effective February 1, 2005, the Fund added a new CTA, NuWave. NuWave's
quarterly incentive fee was 20% of "new net profits" and also received a
monthly management fee of 2% (annualized) on the first $2,000,000 in
allocated equity and 1% on the allocated equity above $2,000,000. NuWave was
allocated $2,000,000 in equity on February 1, 2005.
Effective February 6, 2006, the Corporate General Partner began paying 4%
of the 11% of received brokerage commissions to FIC for serving as
introducing broker to the Fund.
Effective December 1, 2006, the Fund changed the monthly management fee to
NuWave to a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 3% (annualized) on the first
$2,000,000 in allocated equity and up to 2% on the allocated equity above
$2,000,000. The incentive fee of 20% remains unchanged.
The Corporate General Partner reserves the right to change the fee
structure at its sole-discretion.
6. Related Party Transactions
The Fund has an agreement to pay commissions and fees to two related
parties, Ashley Capital Management, the Fund's General Partner and Futures
Investment Company, the introducing broker. These related parties are 100%
owned by Michael Pacult, the Fund's CPO. Related party commissions and fees
were as follows:
Commissions and fees included in expense:
Three Months Ended March 31,
2007 2006
Ashley Capital Management, Inc. $172,098 $271,020
Futures Investment Company 269,165 181,259
Total related party expenses $441,263 $452,279
Commissions and fees included in accrued expenses:
Three Months Ended March 31,
2007 2006
Ashley Capital Management, Inc. $10,557 $8,013
Futures Investment Company 1,433 -
Total accrued expenses to related
parties $11,990 $8,013
F-14
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
6. Related Party Transactions, Continued
Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA
and others when they act, in good faith, in the best interests of the Fund.
The Fund is unable to develop an estimate for future payments resulting from
hypothetical claims, but expects the risk of having to make any payments
under these indemnifications to be remote.
7. Partnership Unit Transactions
As of March 31, 2007 and 2006 partnership units were valued at $3,490.17
and $3,000.59 respectively.
Transactions in partnership units were as follows:
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 14.79 69.44 $53,789 $233,439
Redemptions (91.84) (90.95) (325,782) (276,971)
Total (77.05) (21.51) (271,993) (43,532)
General Partner Units
Subscriptions - - - -
Redemptions - - - -
Total - - - -
Total Units
Subscriptions 14.79 69.44 53,789 233,439
Redemptions (91.84) (90.95) (325,782) (276,971)
Total (77.05) (21.51) $(271,993) $(43,532)
8. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed
to both market risk, the risk arising from changes in market value of the
contracts, and credit risk, the risk of failure by
another party to perform according to the terms of a contract.
A certain portion of cash and Treasury Bills in trading accounts are
pledged as collateral for commodities trading on
margin. Additional deposits may be necessary for any loss on contract
value. The Commodity Exchange Act requires
a broker to segregate all customer transactions and assets from such
broker's proprietary activities.
Each U.S. commodity exchange, with the approval of the CFTC and the futures
commission merchant, establish
minimum margin requirements for each traded contract. The futures
commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general,
the amount of required margin should never
fall below 10% of the Net Asset Value. The cash deposited in trading
accounts at March 31, 2007 and December 31,
2006 was $141,612 and $467,760, respectively, which equals approximately
0.8% and 2.7% of Net Asset Value, respectively.
The Fund also purchases United States Treasury Bills as a form of margin.
At March 31, 2007 and December 31, 2006,
$15,963,861 and $14,967,428, respectively, was invested in U.S. Treasury
Bills, which approximates 95.3% and 88.0% of
Net Asset Value, respectively.
F-15
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
8. Trading Activities and Related Risks, Continued
Trading in futures contracts involves entering into contractual commitments
to purchase or sell a particular commodity at a specified date and price. The
gross or face amount of the contract, which is typically many times that of
the Fund's net assets being traded, significantly exceeds the Fund's future
cash requirements since the Fund intends to close out its open positions
prior to settlement. As a result, the Fund is generally subject only to the
risk of loss arising from the change in the value of the contracts. The
market risk is limited to the gross or face amount of the contracts held of
approximately $96,468,045 and $68,503,263 on long positions at March 31, 2007
and December 31, 2006, respectively. However, when the Fund enters into a
contractual commitment to sell commodities, it must make delivery of the
underlying commodity at the contract price and then repurchase the contract
at prevailing market prices or settle in cash. Since the repurchase price to
which a commodity can rise is unlimited, entering into commitments to sell
commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and
volatility of interest rates, foreign currency exchange rates, the
diversification effects among the derivative instruments the Fund holds and
the liquidity and inherent volatility of the markets in which the Fund
trades.
The net unrealized gains on open commodity futures contracts at March 31,
2007 and December 31, 2006 were $824,829 and $1,933,681, respectively.
Open contracts generally mature within three months of March 31, 2007. The
latest maturity for open futures contracts is in December, 2007. However, the
Fund intends to close all contracts prior to maturity.
Credit risk is the possibility that a loss may occur due to the failure of
a counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-16
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
9. Derivative Financial Instruments and Fair Value of Financial Instruments
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. As the instruments are recognized at fair value, those
changes directly affect reported income.
All investment holdings are recorded in the statement of financial
condition at their net asset value (fair value) at the reporting date.
Financial instruments (including derivatives) used for trading purposes are
recorded in the statement of financial condition at fair value at the
reporting date. Realized and unrealized changes in fair values are
recognized in net investment gain (loss) in the period in which the changes
occur. Interest income arising from trading instruments is included in the
statement of operations as part of interest income.
Notional amounts are equivalent to the aggregate face value of the
derivative financial instruments. Notional amounts do not represent the
amounts exchanged by the parties to derivatives and do not measure the Fund's
exposure to credit or market risks. The amounts exchanged are based on the
notional amounts and other terms of the derivatives.
10. Financial Highlights
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Performance per unit (5)
Net unit value, beginning of the year $3,489.87 $3,357.08
Net realized and unrealized gains and (losses) on
commodity transactions 120.84 (285.15)
Investment and other income 39.99 30.09
Expenses (1) (160.53) (101.43)
Net increase (decrease) for the period 0.30 (356.49)
Net unit value at the end of the period $3,490.17 $3,000.59
Net assets at the end of the year ($000) $16,747 $14,989
Total return (3) 0.01% -10.62%
Ratio to average net assets (4)
Investment and other income 1.12% 3.79%
Expenses (2) -1.75% -1.18%
</table>
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not Annualized
(4) Annualized for all periods
(5) Investment and other income and expenses are calculated using the
average number of units outstanding during the year. Net realized and
unrealized gains and losses on commodity transactions is a balancing amount
necessary to reconcile the change in net unit value.
F-17
<page>
Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
March 31, 2007 and 2006
(A Review)
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult 5-21-07
Michael Pacult Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-18
<page>
*******************************************************************************
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Report of Independent Registered Public Accounting Firm F-3
Statements of Assets and Liabilities F-4
Schedule of Investments - Cash and Securities - December 31, 2006 F-5
Schedules of Investments - Futures Contracts - December 31, 2006 F-6 - F-7
Schedule of Investments - Cash and Securities - December 31, 2005 F-8
Schedules of Investments - Futures Contracts - December 31, 2005 F-9
Statements of Operations F-10
Statements of Changes in Net Assets F-11
Statements of Cash Flows F-12
Notes to Financial Statements F-13 - F18
Affirmation of Commodity Pool Operator F-19
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware
We have audited the accompanying statements of assets and liabilities of Atlas
Futures Fund, Limited Partnership, including the schedules of investments, as
of December 31, 2006, and the related statements of operations, changes in net
assets 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. Atlas Futures Fund,
Limited Partnership is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of Atlas Futures
Fund, Limited Partnership internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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, 2006, and the results of its operations, its
changes in net assets and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
March 27, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
Frank L. Sassetti & Co.
Certified Public Accountants
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying statement of
assets and liabilities, including the schedule of investments, of ATLAS
FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2005, and the related
statements of operations, changes in net assets and cash flows for each of the
two years in the period ended December 31, 2005. 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 the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Fund is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also 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, 2005,
and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States.
/s/ Frank L. Sassetti & Co.
February 24, 2006
Oak Park, Illinois
6611 W. North Avenue * Oak Park, Illinois 60302
* Phone (708) 386-1433 * Fax (708) 386-0139
F-3
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
<table>
<s> <c> <c>
December 31,
2006 2005
Assets
Investments
Equity in commodity futures trading accounts:
Cash and cash equivalents $15,435,188 $16,856,751
Net unrealized gain on open futures contracts 1,933,681 250,902
Total brokerage cash equivalents and
investments 17,368,869 17,107,653
Cash 56,030 88,004
Total assets 17,424,899 17,195,657
Liabilities
Partner redemptions payable 166,223 117,164
Accrued commissions payable to related parties 8,013 15,555
Management fees payable 15,541 13,110
Incentive fees payable 219,487 170,919
Other accrued liabilities 849 37,128
Total Liabilities 410,113 353,876
Net assets $17,014,786 $16,841,781
Analysis of Net Assets
Limited partners $17,014,786 $16,841,781
General partner - -
Net assets (equivalent to $3,489.87 and
$3,357.08 per unit) $17,014,786 $16,841,781
Partnership units outstanding
Limited partners units outstanding 4,875.48 5,016.79
General partner units outstanding - -
Total partnership units outstanding 4,875.48 5,016.79
</table>
F-4
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
December 31, 2006
<table>
<s> <c> <c> <c> <c> <c> <c>
Fair Value
________________________________
Description Maturity Date Cost Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets 696,781 $696,781 4.51%
Total cash denominated in U. S. Dollars 696,781 4.51%
Cash equivalents denominated in U.S. Dollars:
United States Treasury Bill March 2007 $10,373,181 $10,500,000 10,395,342 10,395,342 67.35%
United States Treasury Bill March 2007 987,967 1,000,000 990,051 990,051 6.41%
United States Treasury Bill January 2007 790,010 800,000 797,417 797,417 5.17%
United States Treasury Bill February 2007 1,777,843 1,800,000 1,790,777 1,790,777 11.60%
United States Treasury Bill February 2007 987,738 1,000,000 993,841 993,841 6.44%
Total cash equivalents denominated in
U.S. Dollars $14,916,738 $15,100,000 14,967,428 96.97%
Total cash and cash equivalents
denominated in U.S. Dollars 15,664,209 101.48%
Cash denominated in foreign currency:
Euro Markets - Euro 165,260 218,102 1.41%
British Pound Markets - GBP (178,240) (349,136) -2.26%
Australian Dollar Markets - AUD (197,553) (155,958) -1.01%
Hong Kong Dollar Markets - HKD 124,370 15,989 0.10%
Japanese Yen Markets - JPY 4,997,745 41,982 0.27%
Total cash denominated in foreign currency (229,021) -1.48%
Total investments $15,435,188 100.00%
</table>
F-5
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
December 31, 2006
<table>
<s> <c> <c> <c> <c>
Fair Value
_____________________________
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Soybeans March 2007 55 29,562 $29,562
CBT Bean Meal March 2007 110 24,570 24,570
CSC Coffee C March 2007 55 46,744 46,744
CBOT Corn March 2007 5 4,038 4,038
CBOT Wheat March 2007 13 (2,025) (2,025)
CBT T Note 10Y March 2007 10 (7,813) (7,813)
CBOT Gold February 2007 1 (1,320) (1,320)
CSC Coffee C March 2007 8 (4,688) (4,688)
05 LME Alum US March 2007 1 125 125
08 LME Alum US March 2007 1 (556) (556)
IMM AU Dollar March 2007 7 2,425 2,425
IMM B-Pounds March 2007 12 3,075 3,075
IM Canadian $ March 2007 2 (2,410) (2,410)
IMM Euro FX March 2007 11 (750) (750)
IMM Euro DLR September 2007 53 (15,900) (15,900)
EMINI S&P 500 March 2007 2 150 150
Total United States Commodity Futures Positions 75,227
Japanese commodity futures positions held long:
SMX Nikkei March 2007 17 6,865,000 57,667
Total Japanese commodity futures positions held long 57,667
Euro commodity futures positions held long:
Eurex E-Bund March 2007 11 (13,540) (17,869)
Total European commodity futures positions held long (17,869)
British commodity futures positions held long:
NEW FTSE 100 March 2007 2 810 1,587
Total British commodity futures positions held long 1,587
Total commodity futures positions held long 116,612
United States commodity futures positions held short:
CMX HG Copper March 2007 110 483,088 483,088
NY Natural Gas March 2007 55 647,350 647,350
IMM J YEN March 2007 55 29,563 29,563
CBOT Soybeans March 2007 11 (11,825) (11,825)
CBOT Silver March 2007 1 (380) (380)
NY LT Crude February 2007 10 24,370 24,370
NY Heating Oil February 2007 8 6,023 6,023
NY Natural Gas February 2007 4 15,930 15,930
NYM RBOB Gas February 2007 5 (9,891) (9,891)
21 LME CO February 2007 1 13,739 13,739
05 LME Copper US March 2007 1 16,357 16,357
14 LME Copper US March 2007 1 12,825 12,825
NYC Cotton March 2007 14 (5,355) (5,355)
IMM J YEN March 2007 23 47,831 47,831
Total United States commodity futures positions held short 1,269,625
Australian commodity futures positions held short:
SYD T Bill 90D June 2007 165 2,627 2,074
SFE 3Y T-Bond March 2007 55 8,929 7,049
SFE 10Y T-Bond March 2007 11 5,820 4,594
Total Australian commodity futures positions held short 13,717
</table>
F-6
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts, Continued
December 31, 2006
<table>
<s> <c> <c> <c> <c>
Fair Value
_____________________________
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts, con't.
British commodity futures positions held short:
LIF Long GILT March 2007 220 192,500 $377,069
LIF 3M STG IR June 2007 55 3,438 6,733
LIF Long GILT March 2007 11 18,120 35,493
LIF 3M STG IR September 2007 20 (1,250) (2,449)
Total British commodity futures positions held short 416,846
Euro commodity futures positions held short:
LIF 3m EURIBOR March 2007 110 3,438 4,537
Eurex EUROBOBL March 2007 55 33,000 43,552
EURX E-Bund March 2007 55 35,200 46,455
EURO E-Schatz March 2007 55 15,125 19,961
LIF 3M EURIBOR September 2007 16 1,800 2,376
Total Euro commodity futures positions held short 116,881
Total commodity futures positions held short 1,817,069
Net commodity futures positions $1,933,681
</table>
F-7
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
December 31, 2005
<table>
<s> <c> <c> <c> <c> <c>
Fair Value
________________________________
Description Maturity Date Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets 1,516,844 $1,516,844 9.00%
Total cash denominated in U. S. Dollars 1,516,844 9.00%
Cash equivalents denominated in U.S. Dollars:
United States Treasury Bill March 2006 $10,900,000 10,812,162 10,812,162 64.14%
United States Treasury Bill March 2006 1,800,000 1,787,650 1,787,650 10.60%
United States Treasury Bill February 2006 1,100,000 1,095,335 1,095,335 6.50%
United States Treasury Bill February 2006 600,000 597,064 597,064 3.54%
United States Treasury Bill January 2006 580,000 577,934 577,934 3.43%
Total cash equivalents denominated in U.S. Dollars $14,980,000 14,870,145 88.21%
Total cash and cash equivalents denominated in U.S. Dollars 16,386,989 97.21%
Cash denominated in foreign currency:
Euro Markets - Euro 500,710 592,040 3.51%
British Pound Markets - GBP (52,969) (91,011) -0.54%
Australian Dollar Markets - AUD (116,451) (85,440) -0.51%
Hong Kong Dollar Markets - HKD 13,364 1,724 0.01%
Japanese Yen Markets - JPY 6,170,471 52,449 0.31%
Total cash denominated in foreign currency 469,762 2.78%
Total investments $16,856,751 100%
</table>
F-8
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
December 31, 2005
<table>
<s> <c> <c> <c> <c>
Fair Value
_____________________________
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Soybeans March 2006 68 (32,162) $(32,162)
CBT Bean Meal March 2006 62 (29,140) (29,140)
CBT T-Bonds March 2006 62 (9,688) (9,688)
CME Cattle February 2006 76 18,540 18,540
CMX HG Copper March 2006 62 19,200 19,200
LME Aluminum US January 2006 8 51,081 51,081
LME Aluminum US February 2006 2 1,087 1,087
LME Copper March 2006 1 13,022 13,022
CSC Sugar II January 2006 58 187,656 187,656
KC Wheat March 2006 62 4,288 4,288
IMM Mexican Peso March 2006 62 11,963 11,963
IMM British Pounds March 2006 2 (6,400) (6,400)
IMM Canadian Dollar March 2006 5 (2,200) (2,200)
CBOT Corn March 2006 19 8,800 8,800
CBOT Wheat March 2006 2 238 238
CMX Gold March 2006 1 2,260 2,260
CMX Silver February 2006 1 200 200
Emini S&P 500 March 2006 8 (4,000) (4,000)
NY Light Crude March 2006 4 1,810 1,810
NY Heating Oil February 2006 1 3,352 3,352
NY Unleaded Gas February 2006 1 7,178 7,178
NY Natural Gas February 2006 1 (1,050) (1,050)
Total United States Commodity Futures Positions 246,035 246,035
Japanese commodity futures positions held long:
SGX MINI JGB March 2006 5 249,059 2,117
SMX Nikkei March 2006 4 976,235 8,298
Total Japanese commodity futures positions held long 1,225,294 10,415
Euro commodity futures positions held long:
DAB DAX Index March 2006 3 8027 9488
Eurx E-Bond March 2006 1 60 71
Total European commodity futures positions held long 8,087 9,559
British commodity futures positions held long:
NEW FTSE 100 March 2006 5 4,450 7,646
LIF Long Gilt March 2006 5 3,550 6,100
CAP 3M STG September 2006 9 12 21
Total British commodity futures positions held long 8,012 13,767
Hong Kong commodity futures positions held long:
HG January 2006 5 73,729 (9,511)
Total European commodity futures positions held long 73,729 (9,511)
Australian commodity futures positions held long:
SFE SPI 200 March 2006 1 3,352 2,459
SFE 10Y T-Bond March 2006 6 12,572 9,224
SFE 3Y T-bond March 2006 62 10,333 7,581
Total Australian commodity futures positions held long 26,257 19,264
Total commodity futures positions held long 289,529
United States commodity futures positions held short:
CBT T-Note 2Y March 2006 58 (12,813) (12,813)
IMM Euro FX March 2006 65 (28,656) (28,656)
IMM Euro Dollar March 2006 65 23,825 23,825
CSC Coffee C March 2006 3 (7,819) (7,819)
IMM Japanese Yen March 2006 5 (10,406) (10,406)
Total United States commodity futures positions held short (35,869) (35,869)
Euro commodity futures positions held short:
LIF 3M Euribar September 2006 9 338 399
3M Monep CAC40 EU January 2006 2 (920) (1,088)
Euro E-Schatz March 2006 62 (1,750) (2,069)
Total Euro commodity futures positions held short (2,332) (2,758)
Total commodity futures positions held short (38,627)
Net commodity futures positions $250,902
</table>
F-9
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
<table>
<s> <c> <c> <c>
Year ended December 31,
2006 2005 2004
Investment income
Interest income $692,736 $383,902 $116,543
Total investment income 692,736 383,902 116,543
Expenses
Commission expense 1,829,489 1,628,082 921,708
Management fees 53,217 42,142 -
Continuing service fee - - 131,711
Incentive fees 543,763 1,328,137 1,428,902
Professional accounting and legal fees 111,210 140,296 117,343
Other operating and administrative expenses 8,421 10,624 23,411
Total expenses 2,546,100 3,149,281 2,623,075
Net investment loss (1,853,364) (2,765,379) (2,506,532)
Realized and unrealized gain (loss) from investments and foreign currency
Net realized gain (loss) from:
Investments 1,201,655 5,355,716 7,430,148
Foreign currency transactions (420,557) (29,971) (576)
Net realized gains from investments and foreign currency transactions
781,098 5,325,745 7,429,572
Net increase in unrealized appreciation (depreciation) on:
Investments 1,137,767 348,895 (792,255)
Translation of assets and liabilities in foreign currencies 542,898 - -
Net unrealized appreciation (depreciation) on investments and
translation of assets and liabilities in foreign currencies 1,680,665 348,895 (792,255)
Net realized and unrealized income from investments
and foreign currency 2,461,763 5,674,640 6,637,317
Net increase in net assets resulting from operations $608,399 $2,909,261 $4,130,785
Net income per unit
Limited partnership unit $122.22 $610.72 $977.22
General partnership unit $- $- $-
</table>
F-10
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
<table>
<s> <c> <c> <c>
Year ended December 31,
2006 2005 2004
Increase (decrease) in net assets from operations
Net investment (loss) $(1,853,364) $(2,765,379) $(2,506,532)
Net realized gains from investments and foreign currency transactions 781,098 5,325,745 7,429,572
Net unrealized appreciation (depreciation) on investments and
translation of assets and liabilities in foreign currencies 1,680,665 348,895 (792,255)
Net increase in net assets resulting from operations 608,399 2,909,261 4,130,785
Capital contributions from limited partners 869,489 2,739,224 1,692,212
Distributions to limited partners (1,304,883) (597,653) (1,721,845)
Total increase in net assets 173,005 5,050,832 4,101,152
Net assets at the beginning of the year 16,841,781 11,790,949 7,689,797
Net assets at the end of the year $17,014,786 $16,841,781 $11,790,949
</table>
F-11
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
<table>
<s> <c> <c> <c>
Year ended December 31,
2006 2005 2004
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $608,399 $2,909,261 $4,130,785
Adjustments to reconcile net increase in net assets from
operations to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Unrealized appreciation (depreciation) on investments (1,682,779) (348,897) 792,255
Increase (decrease) in accrued commissions payable (7,542) 141 14,927
Increase (decrease) in accrued management and incentive fees 50,999 (191,814) 362,733
Increase in prepaid incentive fees - - 94,433
Increase (decrease) in other payables and accruals (36,279) 25,228 (19,887)
Net cash provided by (used in) operating activities (1,067,202) 2,393,919 5,375,246
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 869,489 2,739,224 1,692,212
Partner redemptions (1,255,824) (509,235) (1,721,845)
Net cash provided by (used in) financing activities (386,335) 2,229,989 (29,633)
Net increase (decrease) in cash and cash equivalents (1,453,537) 4,623,908 5,345,613
Cash and cash equivalents, beginning of period 16,944,755 12,320,847 6,975,234
Cash and cash equivalents, end of period $15,491,218 $16,944,755 $12,320,847
End of year cash and cash equivalents consist of:
Cash and cash equivalents at broker $15,435,188 $16,856,751 $12,302,558
Cash 56,030 88,004 18,289
Total cash and cash equivalents $15,491,218 $16,944,755 $12,320,847
</table>
F-12
The accompanying notes are an integral part of the financial statements
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
1. Nature of the Business
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 the
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc.("Ashley") and Michael Pacult
are the General Partners and the commodity pool operators ("CPO's") of the
Fund. The registered commodity trading advisors ("CTA's") are Clarke Capital
Management, Inc. ("Clarke"), which has served as CTA since commencement of
Fund business, and NuWave Investment Corp. ("NuWave"), which became a CTA
effective February, 2005. The CTA's have the authority to trade as much of
the Fund's equity as is allocated to them by the General Partner, which is
currently estimated to be 99% of total equity. Prior to July, 2004, the
principal selling agent was Futures Investment Company ("FIC"), which is
controlled by Michael Pacult and his wife. Effective July, 2004 the Fund began
to sell issuer direct on a best efforts basis with no sales commissions.
The Fund is a registrant with the Securities and Exchange Commission (SEC)
pursuant to the Securities and Exchange Act of 1933 (the Act). The Fund is
subject to the regulations of the SEC and the reporting requirements of the
Act. The Fund is also subject to the regulations of the Commodities Futures
Trading Commission (CFTC), an agency of the U.S. government which regulates
most aspects of the commodity futures industry, the rules of the National
Futures Association and the requirements of various commodity exchanges where
the Fund executes transactions. Additionally, the Fund is subject to the
requirements of futures commission merchants and interbank market makers
through which the Fund trades and regulated by commodity exchanges and by
exchange markets that may be traded by the advisor.
2. Significant Accounting Policies
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, National Association of Securities
Dealers, Inc. 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. The Fund remains open to new
partners, and incurs costs required to retain the ability to issue new units.
Such costs, in addition to the costs of recurring annual and quarterly filings
with regulatory agencies are expensed 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.
Interest income is recognized when it is earned.
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.
Income Taxes - The Fund, a regulated investment company, is not required to
provide a provision for income taxes. Each partner is individually liable for
the tax on its share of income or loss. The Fund may be subject to state and
local taxes in jurisdictions in which it operates. The Fund prepares a
calendar year information tax return
Net Income Per Unit - Net income per unit is calculated based on the weighted
average number of units outstanding during the period.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers cash, money market funds and the market value of U.S. Treasury
Bills 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, 2006, 2005 and 2004.
F-13
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
2. Significant Accounting Policies - Continued
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated into
U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.
3. 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.
If the daily net unit value of the partnership falls to less than 50% of the
highest value earned through trading at the close of any month, then the
General Partner will immediately suspend all trading, provide all limited
partners with notice of the reduction and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.
4. 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 Partners.
Federal Income Tax Allocations - As of the end of each fiscal year, the
Partnership's realized capital gain or loss and ordinary income or loss shall
be allocated among the partners, after having given effect to the fees and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted or
rejected by the General Partner within five business days. The investor also
has five business days to withdraw his subscription. Funds are deposited into
an interest bearing subscription account and will be transferred to the Fund's
account on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds will accrue to the account
of the investor.
Redemptions - A limited partner may request any or all of his investment be
redeemed at the net asset value as of the end of a month. The written request
must be received by the General Partner no less than ten days prior to a month
end. Redemptions will generally be paid within twenty days of the effective
month end. However, in various circumstances due to liquidity, etc. the
General Partner may be unable to comply with the request on a timely basis.
Effective January 1, 2004, redemption penalties are no longer charged.
F-14
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
5. Fees
Effective January 1, 2004, the Fund was charged the following fees:
A monthly commission of 7% (annual rate) of the Fund's assets on deposit with
the futures commission merchant to the Fund's Corporate General Partner. The
Corporate General Partner was responsible for payments of brokerage commission
and fees to the futures commission merchant.
A quarterly incentive fee of 25% of "new net profits" paid to each CTA is
unchanged.
A monthly continuing service fee of 4% (annual rate) of the investment in the
Fund (as defined) will be paid to the selling agent.
Effective June 1, 2004, the monthly commission was changed from 7% to 11% and
the continuing service fee was eliminated.
Effective February 1, 2005, the Fund added a new CTA, NuWave. NuWave's
quarterly incentive fee was 20% of "new net profits" and also received a
monthly management fee of 2% (annualized) on the first $2,000,000 in allocated
equity and 1% on the allocated equity above $2,000,000. NuWave was allocated
$2,000,000 in equity on February 1, 2005.
Effective February 6, 2006, the Corporate General Partner began paying 4% of
the 11% of received brokerage commissions to FIC for serving as introducing
broker to the Fund.
Effective December 1, 2006, the Fund changed the monthly management fee to
NuWave to a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 3% (annualized) on the first
$2,000,000 in allocated equity and up to 2% on the allocated equity above
$2,000,000. The incentive fee of 20% remains unchanged.
The Corporate General Partner reserves the right to change the fee structure
at its sole-discretion.
6. Related Party Transactions
The Fund has an agreement to pay commissions and fees to two related parties,
Ashley Capital Management, the Fund's General Partner and Futures Investment
Company, the introducing broker. These related parties are 100% owned by
Michael Pacult, the Fund's CPO. Related party commissions and fees were as
follows:
Commissions and fees included in expense:
Year ended December 31,
2006 2005 2004
Ashley Capital Management, Inc. $747,549 $1,471,651 $792,870
Futures Investment Company 934,678 - 131,711
Total related party expenses $1,682,227 $1,471,651 $924,581
Commissions and fees included in accrued expenses:
December 31,
2006 2005
Ashley Capital Management, Inc. $4,482 $15,555
Futures Investment Company 3,531 -
Total accrued expenses to
related parties $8,013 $15,555
F-15
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
6. Related Party Transactions, Continued
Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA and
others when they act, in good faith, in the best interests of the Fund. The
Fund is unable to develop an estimate for future payments resulting from
hypothetical claims, but expects the risk of having to make any payments under
these indemnifications to be remote.
7. Partnership Unit Transactions
As of December 31, 2006, 2005 and 2004 partnership units were valued at
$3,489.87, $3,357.08 and $2,731.41 respectively.
Transactions in partnership units were as follows:
<table>
<s> <c> <c> <c> <c> <c> <c>
Units Amount
2006 2005 2004 2006 2005 2004
Limited Partner Units
Subscriptions 257.31 900.87 723.76 $869,489 $2,739,224 $1,692,212
Redemptions (398.62) (200.88) (800.01) (1,304,883) (597,653) (1,721,845)
Total (141.31) 699.99 (76.25) (435,394) 2,141,571 (29,633)
General Partner Units
Subscriptions - - - - - -
Redemptions - - - - - -
Total - - - - - -
Total Units
Subscriptions 257.31 900.87 723.76 869,489 2,739,224 1,692,212
Redemptions (398.62) (200.88) (800.01) (1,304,883) (597,653) (1,721,845)
Total (141.31) 699.99 (76.25) $(435,394) $2,141,571 $(29,633)
</table>
8. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed to both market risk, the risk
arising from changes in market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms of a
contract.
A certain portion of cash and Treasury Bills in trading accounts are pledged
as collateral for commodities trading on margin. Additional deposits may be
necessary for any loss on contract value. The Commodity Exchange Act requires
a broker to segregate all customer transactions and assets from such broker's
proprietary activities.
Each U.S. commodity exchange, with the approval of the CFTC and the futures
commission merchant, establish minimum margin requirements for each traded
contract. The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at December 31, 2006 and 2005 was
$467,760 and $1,986,606, respectively, which equals approximately 2.7% and
11.8% of Net Asset Value, respectively.
The Fund also purchases United States Treasury Bills as a form of margin. At
December 31, 2006 and 2005, $14,967,428 and $14,870,145, respectively, was
invested in U.S. Treasury Bills, which approximates 88.0% and 88.3% of Net
Asset Value, respectively.
F-16
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
8. Trading Activities and Related Risks, Continued
Trading in futures contracts involves entering into contractual commitments to
purchase or sell a particular commodity at a specified date and price. The
gross or face amount of the contract, which is typically many times that of
the Fund's net assets being traded, significantly exceeds the Fund's future
cash requirements since the Fund intends to close out its open positions prior
to settlement. As a result, the Fund is generally subject only to the risk of
loss arising from the change in the value of the contracts. The market risk is
limited to the gross or face amount of the contracts held of approximately
$68,503,263 and $44,907,000 on long positions at December 31, 2006 and 2005,
respectively. However, when the Fund enters into a contractual commitment to
sell commodities, it must make delivery of the underlying commodity at the
contract price and then repurchase the contract at prevailing market prices or
settle in cash. Since the repurchase price to which a commodity can rise is
unlimited, entering into commitments to sell commodities exposes the Fund to
unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.
The net unrealized gains on open commodity futures contracts at December 31,
2006 and 2005 were $1,933,681 and $250,902, respectively.
Open contracts generally mature within three months of December 31, 2006. The
latest maturity for open futures contracts is in September, 2007. However, the
Fund intends to close all contracts prior to maturity.
Credit risk is the possibility that a loss may occur due to the failure of a
counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-17
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
9. Prior Year Reclassification
At December 31, 2006, U.S. Government Treasury Bills were shown at market
value on the Statement of Assets and Liabilities and were included as cash
equivalents on the Statement of Cash Flows. Interest receivable of $34,073 at
December 31, 2005 was reclassified as U.S. Treasury Bills and shown as cash
equivalents in the Statement of Assets and Liabilities and Statement of Cash
Flows respectively for 2005.
10. Derivative Financial Instruments and Fair Value of Financial Instruments
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. As the instruments are recognized at fair value, those
changes directly affect reported income.
All investment holdings are recorded in the statement of financial condition
at their net asset value (fair value) at the reporting date. Financial
instruments (including derivatives) used for trading purposes are recorded in
the statement of financial condition at fair value at the reporting date.
Realized and unrealized changes in fair values are recognized in net
investment gain (loss) in the period in which the changes occur. Interest
income arising from trading instruments is included in the statement of
operations as part of interest income.
Notional amounts are equivalent to the aggregate face value of the derivative
financial instruments. Notional amounts do not represent the amounts
exchanged by the parties to derivatives and do not measure the Fund's exposure
to credit or market risks. The amounts exchanged are based on the notional
amounts and other terms of the derivatives.
11. Financial Highlights
<table>
<s> <c> <c> <c> <c> <c>
Year to Date
2006 2005 2004 2003 2002
Performance per unit (3)
Net unit value, beginning of the year $3,357.08 $2,731.41 $1,750.45 $1,311.50 $1,181.89
Net realized and unrealized gains and losses
on commodity transactions 505.12 1,206.19 1,573.93 735.70 298.13
Investment and other income 139.17 80.59 27.57 18.43 18.32
Expenses (1) (511.50) (661.11) (620.54) (315.18) (186.84)
Net increase for the year 132.79 625.67 980.96 438.95 129.61
Net unit value at the end of the year $3,489.87 $3,357.08 $2,731.41 $1,750.45 $1,311.50
Net assets at the end of the year ($000) $17,015 $16,842 $11,791 $7,690 $6,200
Total return 3.94% 22.91% 56.04% 33.47% 10.97%
Ratio to average net assets
Investment and other income 4.22% 2.57% 1.23% 1.10% 1.48%
Expenses (2) -4.36% -10.19% -17.91% -10.33% -7.62%
</table>
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Investment and other income and expenses are calculated using the average
number of units outstanding during the year. Net realized and unrealized
gains and losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.
F-18
<page>
Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2006, 2005 and 2004
******************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult July 3, 2007
Michael Pacult Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-19
<page>
*******************************************************************************
Ashley Capital Management, Inc.
Index to the Financial Statements
Years Ended December 31,
2006, 2005 and 2004
Page
Report of Independent Registered Public Accounting Firm F-2
Report of Independent Registered Public Accounting Firm F-3
Financial Statements
Balance Sheets F-4
Statements of Income and Retained Earnings F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-9
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Ashley Capital Management, Inc.
Fremont, Indiana
We have audited the accompanying balance sheet, of Ashley Capital Management,
Inc. (an S Corporation) as of December 31, 2006, and the related statements
of income, 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. Ashley Capital
Management, Inc. is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of Ashley
Capital Management, Inc. internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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, 2006, and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
March 27, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-2
<page>
Frank L. Sassetti & Co.
Certified Public Accountants
To The Shareholders
Ashley Capital Management, Inc.
Dover, Kent County, Delaware
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheet of ASHLEY CAPITAL
MANAGEMENT, INC. (an S Corporation) as of December 31, 2005 and the
related statements of income and retained earnings and cash flows for
each of the two years in the period ended December 31, 2005. 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 the standards of the Public
Company Accounting Oversight Board (United States). 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, 2005 and the results of its
operations and its cash flows for each of the two years in the period
ended December 31, 2005, in conformity with accounting principles
generally accepted in the United States.
/s/ Frank L. Sassetti & Co.
February 17, 2006
Oak Park, Illinois
6611 W. North Avenue * Oak Park, Illinois 60302
* Phone (708) 386-1433 * Fax (708) 386-0139
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-3
<page>
Ashley Capital Management, Inc.
Balance Sheets
Assets
<table>
<s> <c> <c>
December 31,
2006 2005
Current Assets
Cash $4,516 $3,547
Due from Atlas Futures Fund 5,583 15,555
Due from related parties 116,797 119,029
Miscellaneous receivables - 114,850
Total Current Assets 126,896 252,981
Total Assets $126,896 $252,981
Liabilities and Stockholder's Equity
Current Liabilities
Accounts payable and accrued liabilities $18,490 $490
Total Current Liabilities 18,490 490
Stockholder's Equity
Capital stock (common 1,500 shares authorized,
no par value; 1,000 issued and outstanding) 1,000 1,000
Retained earnings 107,406 251,491
Total Stockholder's Equity 108,406 252,491
Total Liabilities and
Stockholder's Equity $126,896 $252,981
</table>
The accompanying notes are an integral part of the financial statements.
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-4
<page>
Ashley Capital Management, Inc.
Statements of Income and Retained Earnings
<table>
<s> <c> <c> <c>
Years Ended December 31,
2006 2005 2004
Revenue $747,542 $1,471,651 $792,870
Operating Expenses
Payroll and related expenses 162,003 336,290 139,609
Broker dealer fees - 10,347 -
Charitable contributions 4,800 - -
Other operating expenses 95 - 8,509
Total Operating Expenses 166,898 346,637 148,118
Net income from operations 580,644 1,125,014 644,752
Other (expense) - Development Costs (227,901) - -
Net Income 352,743 1,125,014 644,752
Retained Earnings
Beginning of the year 251,491 109,874 722
Dividends paid (496,828) (983,397) (535,600)
End of the year $107,406 $251,491 $109,874
</table>
The accompanying notes are an integral part of the financial statements.
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-5
<page>
Ashley Capital Management, Inc.
Statements of Cash Flows
<table>
<s> <c> <c> <c>
Years Ended December 31,
2006 2005 2004
Cash Flows From Operating Activities
Net income $352,743 $1,125,014 $644,752
Adjustments to reconcile net income to net
cash provided by operating activities -
Changes in operating assets and liabilities -
(Increase) decrease due from Atlas Futures Fund 9,972 (141) (15,414)
(Increase) decrease due from related parties 2,232 (107,714) (11,315)
(Increase) decrease miscellaneous receivables 114,850 (67,100) (47,750)
Increase (decrease) accounts payable
and accrued liabilities 18,000 (264) 754
Net cash provided by
operating activities 497,797 949,795 571,027
Cash Flows From Financing Activities
Dividends paid (496,828) (983,397) (535,600)
Net cash (used in)
financing activities (496,828) (983,397) (535,600)
Net increase (decrease) in cash 969 (33,602) 35,427
Cash at the beginning of the year 3,547 37,149 1,722
Cash at the end of the year $4,516 $3,547 $37,149
</table>
The accompanying notes are an integral part of the financial statements.
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-6
<page>
Ashley Capital Management, Inc.
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
1. Nature of the Business
Ashley Capital Management, Inc. (the Company) was formed on October 15, 1996
under the laws of the State of Delaware. It has authority to act as general
partner and commodity pool operator of the Atlas Futures Fund, Limited
Partnership ("Atlas" or the "Fund") that also was formed pursuant to the
laws of Delaware . The Company became registered as a commodity pool operator
by the National Futures Association pursuant to the Commodity Exchange Act,
7 USC Sec. 1, et seq, (the "Act") on January 15, 1998.
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 Fund and compliance with
the Act. The Company, as general partner, is liable for the debts of the Fund
including, but not limited to, any losses from trading in the pool account not
covered by equity on deposit.
2. Significant Accounting Policies
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 considers all short-term investments
with an original maturity of three months or less to be cash equivalents.
The Company has no cash equivalents. There were no cash payments for
interest nor for income taxes for the years ended December 31, 2006, 2005
and 2004.
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.
3. Related Parties
The Company is a general partner of Atlas Futures Fund, Limited Partnership.
The Company's sole shareholder, Michael Pacult, is also the sole shareholder
of the following related parties which are either general partners or
managing members of associated investment funds:
Related Party Investment Fund
Belmont Capital Management, Inc. Bromwell Financial Fund, L.P.
TriView Capital Management, Inc. TriView Global Fund, L.L.C.
White Oak Financial Services, Inc. Providence Select Fund, L.P.
Evergreen Capital Management, Inc. Strategic Opportunities Fund, L.L.C.
Michael Pacult is also a 50% owner of Futures Investment Company, an
affiliated introducing broker registered under the Act.
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-7
<page>
Ashley Capital Management, Inc.
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
3. Related Parties, Continued
The Company advances cash to investment funds to help pay for various costs,
including operating and start-up costs. These advances are recorded as due
from related party. The balance is usually paid back within a year or when
the related fund is financially capable of repaying the advance. These
amounts bear no interest or due dates and are unsecured. The following
related parties had advances due to the Company as of December 31, 2006
and 2005:
December 31,
2006 2005
White Oak Financial Services, Inc. $15,435 $36,232
Bromwell Financial Fund, L.P. 3,033 3,033
Futures Investment Company 3,774 -
Jade - 14,794
Granite - 35,769
Providence Select Fund, L.P. 62,354 -
TriView Capital Management, Inc. 4,225 -
TriView Global Fund, L.L.C. 27,976 29,201
Total advances due from related parties $116,797 $119,029
In 2005 and 2004, as the general partner of Atlas, the Company received
an 11% fixed annual brokerage commission and retained the difference between
it and the brokerage commissions it paid the futures commission merchant.
Starting in February 2006, the 11% commission was split between the Company
and Futures Investment Company. The Company is receiving a fixed 4% fee,
and Futures Investment Company is receiving 7% less the brokerage
commissions it pays the futures commission merchant. For the years ended
December 31, 2006, 2005 and 2004 the revenue from Atlas was $747,542,
$1,471,651 and $792,870, respectively. At December 31, 2006 and 2005 the
Company was owed $5,583 and $15,555, respectively, under this agreement.
In the year ended December 31, 2006, Jade Global Fund, LLC, Ltd. ("Jade")
was closed due to inadequate subscriptions. The Company had advanced
funds to Jade to cover syndication and other costs. When Jade was closed,
the Company expensed $227,901 in development costs.
4. Guarantees
The Company and the individual general partner are liable for the debts
of Atlas. Specifically, the Company has provided a written guarantee to
the FCM to provide that any Atlas overdraft will be paid to the FCM if the
Fund should default in its payments.
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-8
<page>
Ashley Capital Management, Inc.
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
5. Concentrations
The Company deposits its cash funds at a local financial institution.
The balance may, at times, exceed Federally insured credit limits.
The Company receives all of its net revenues from Atlas.
6. Reclassifications
Certain amounts in prior-year financial statements have been reclassified
for comparative purposes to conform with presentation in the current-year
financial statements
Purchase of units in the Fund will not acquire or otherwise have any
interest in the Managing Member.
F-9
<page>
******************************************************************************
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 July __, 2007, both of which are
combined in this single prospectus.
Summary of the Fund 3
Fund Performance 4
Correlation Comparison 5
Fund and Offering Details 6
The Opportunity 7
Why Atlas Futures Fund? 7
Investment Factors 7
Value of Diversification - Managed Futures Industry 8
Managed Futures Vs. Stocks During Draw-Downs 10
The Futures, Forward, Option and Swap Markets 11
Advantages of Managed Futures Fund Investments 13
Important Disclosures 14
Appendixes & Exhibits
Appendix I - Commodity Terms and Definitions; State Regulatory Glossary
Appendix II - Privacy Statement
Exhibit A - Limited Partnership Agreement
Exhibit B - Request For Redemption
Exhibit C - Suitability Information
Exhibit D - Subscription Agreement and Power Of Attorney
Exhibit E - Depository Agreement
Exhibit F - Investment Advisory Contract - Clarke Capital Management, Inc.
Exhibit G - Investment Advisory Contract - NuWave Investment Corp.
The date of this Statement of Additional Information is July __, 2007
- -----------------------------------------------------------------------------
Ashley Capital Management, Inc.
- -----------------------------------------------------------------------------
Atlas Futures Fund, LP
* Highly successful trading advisors with combined experience of 44 years
* 7 year trading program track record
* Virtually no historical correlation to stocks and bonds
* Profit potential (and risk of loss) in both rising and falling markets
* Participation in a wide variety of global markets
* Monthly liquidity
THE OFFERING OF UNITS IN ATLAS FUTURES FUND, LP (THE "FUND") CAN ONLY BE MADE
IN CONJUNCTION WITH PART I OF THIS PROSPECTUS, WHICH CONTAINS IMPORTANT
INFORMATION REGARDING CERTAIN RISKS ASSOCIATED WITH THE FUND AND SHOULD BE
READ CAREFULLY AND RETAINED BY ANYONE CONSIDERING INVESTMENT IN THE FUND. THE
UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION, THE COMMODITY FUTURES
TRADING COMMISSION, OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE. AN INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK.
SUMMARY OF THE FUND
Fund Objectives
Atlas Futures Fund, L.P. allows investors to participate in a wide range of
markets within a single investment. With access to an array of market sectors
and investment opportunities, an investment in the Fund may encompass
everything from stock index futures to commodity futures. The Fund also
provides investors with the potential for above average rates of return, as
well as an important diversification from stocks, bonds and mutual funds
through professionally managed futures investment. Markets traded by the Fund
include global interest rates, foreign currencies, metals, energy products,
global equity indices and agricultural commodities.
Professional Management
The principals of the advisors selected by the General Partner to trade on
behalf of the Fund have nearly 20 years experience each in professional money
management and are well known for excellence in the managed futures industry.
Portfolio Diversification
The ability of futures trading advisors to trade in a market by going either
long or short creates profit potential in both rising and falling markets.
The strategy of the Fund acts independently of economic prosperity, interest
rates or currency stability. Futures trading advisors can perform as well in
a bear market as in a bull market. Of course, where there is profit
potential, there is also risk of loss. The correlation between the
performance of managed futures funds and stocks and bonds has historically
been very low. Thus, managed futures funds provide vital diversification for
suitable investors.
Disciplined, Multi-Manager Trading Approach
The trading programs used for the Fund represent a unique blend of strategies
with access to global market sectors. This custom blend of strategies creates
an opportunity for investors interested in diversifying their portfolios
across multiple sectors using complimentary trading styles.
Limited Risk
An investor in the Fund has limited liability and is liable for principal and
profits only.
Liquidity
Investors in the Fund can generally withdraw their capital at the net asset
value as of the end of any month, with 10 days advance written notice, and
after an initial 12 month lock-in period.
Administrative Convenience
The Fund's General Partner sends each investor a comprehensive monthly
statement showing the results of the Fund's previous month's trading. The
General Partner provides audited reports for the Fund and a year-end
statement containing all the information necessary for income tax
preparation. Investors may call their financial advisor, or the General
Partner, for intra-month updates if desired.
The General Partner
The Fund's General Partner is Ashley Capital Management, Inc., whose
principal is Mr. Michael Pacult, a pioneer in the field of managed futures
in the United States since 1980. Please see Part I of this prospectus for
a more detailed description of the advantages and risks associated with
an investment in the Fund that you need to read prior to investment in
the Atlas Futures Fund.
Principal Selling Agent
The Fund is offered by the Fund Issuer Direct. All sales are made by the
Issuer on a best efforts basis with no sales commission.
FUND PERFORMANCE
Monthly Compounded Rate of Return (%)
January 2000 - May 31, 2007
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
AROR
2007 5.92 (2.97) (1.58) 0.70 (2.15)
(0.33)
2006 1.76 -9.11 -3.37 13.26 1.40 -4.51 -6.56 1.46 9.05 0.28 (0.81) 3.13
3.94
2005 -4.02 3.77 15.01 -3.60 6.94 -3.01 -1.34 7.56 0.01 -3.85 6.06 -0.86
22.91
2004 -5.08 11.26 3.09 -0.90 15.08 -2.42 4.15 7.18 4.12 10.75 7.09 -6.56
56.04
2003 4.08 21.04 -3.47 2.92 12.60 -5.23 -3.93 -2.37 3.58 -1.95 -8.61 14.78
33.47
2002 -4.86 -5.41 3.42 -5.24 0.00 12.85 5.22 3.32 7.65 -12.94 -5.65 15.99
10.97
2001 -7.36 -4.44 7.62 -4.29 0.86 -2.93 3.91 1.92 -5.98 11.62 4.05 -0.95
-5.70
2000 -2.88 -1.04 -4.46 1.47 12.16 4.95 -7.90 9.72 -0.68 -7.23 8.44 18.97
31.76
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Value of Initial $10,000 Investment Performance vs. Stocks
January 2000 - May 31, 2007 January 2000 - May 31, 2007
The S&P 500 and NASDAQ indices are unmanaged and are generally representative
of certain portions of the U.S. equity markets. The CISDM CTA Equal Weighted
Index is representative of the average performance of Commodity Trading
Advisors reporting to the CISDM Hedge Fund/CTA Database. These indices are
shown for illustrative purposes only and are not indicative of any fund's
performance. An investor cannot invest directly in an index. Moreover,
indices do not reflect commissions or fees which might be charged to a
similar fund and which might materially affect the performance data
presented.
THE ABOVE TABLE AND TWO GRAPHS WERE PREPARED BY THE FUND. AN INVESTMENT IN
ATLAS FUTURES FUND, L.P. INVOLVES SUBSTANTIAL RISK AND MAY RESULT IN THE
COMPLETE LOSS OF PRINCIPAL INVESTED.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. TRADING IN THE FUTURES,
FORWARD, OPTION AND SWAP MARKETS IS SPECULATIVE, INVOLVES SUBSTANTIAL RISK,
AND IS NOT SUITABLE FOR ALL INVESTORS.
CORRELATION COMPARISON
Performance Through Diversification
The value of diversification can be seen by looking at the correlation
comparison of the performance of the Fund versus benchmark stock market
indices. Since January 2000, not only has the Fund outperformed the major
indices but also was not correlated to such indices. In general, this
attribute will allow investors to potentially reduce the risk and improve the
performance in their portfolios through diversification.
Annual Rates of Return
June 2001 - May 31, 2007
Atlas Fund S&P 500 NASDAQ 100 MSCI World
2000 31.76% -10.12% -36.83% 10.46%
2001 -5.70% -13.05% -32.65% 4.92%
2002 10.97% -23.36% -37.58% 13.40%
2003 33.47% 26.39% 49.11% 11.07%
2004 56.04% 9.00% 10.45% 3.83%
2005 22.91% 3.01 1.48 2.44
2006 3.94% 13.62% 6.78% 5.67%
2007 (0.33) 7.90% 7.21% 1.26%
Value of Initial $10,000 Investment vs. Benchmarks
January 2000 - May 2007
$10,000 invested Jan. 2000 in Atlas would be worth $35,474.55
$10,000 invested Jan. 2000 in S&P 500 would be worth $10,420.10
$10,000 invested Jan. 2000 in the NASDAQ 100 would be worth $5,199.06
$10,000 invested Jan. 2000 in CISDM CTA would be worth $16,611.93
Total Value ($) Annual ROR
Atlas Fund 35,474.55 18.76%
S&P 500 10,420.10 1.67%
NASDAQ 5,199.06 -3.69%
CISDM CTA 16,611.93 6.63%
Correlation Comparison
<table>
<s> <c> <c> <c> <c> <c>
Jan. 2000 Total Months: 89 Atlas Fund S&P 500 NASDAQ CISDM CTA
- - May 2007
Performance Total Rate of Return 254.75% 4.20% -48.01% 66.12%
Annualized Rate of Return 18.76% 1.67% -3.69% 6.63%
Risk Worst Peak-to-Valley Drawdown* -17.86% -35.08% -45.76% -9.04%
Standard Deviation** 21.24% 16.17% 30.21% 4.45%
Statistics Sharpe Ratio*** 0.72 -0.08 -0.21 0.75
Correlation to Atlas 1.00 0.30 0.32 0.17
</table>
* Worst Peak-to-Valley Drawdown is the greatest cumulative percentage decline
in month end net asset value of the program due to losses sustained by an
account during any period in which the initial month-end net asset value of
an account is not equaled or exceeded by a subsequent month-end net asset
value of the account and includes the time period in which it occurred.
** Standard Deviation shows the annualized performance volatility by
quantifying the amount of dispersion you can expect performances to fall
around the average or mean return.
*** Sharpe Ratio is a risk-adjusted measure used to determine reward per unit
of risk. The higher the ratio, the better the fund's historical risk-adjusted
performance. The measure uses a compounded annual return minus the available
annual risk free rate in 13 week T-Bill returns divided by annualized standard
deviation.
The S&P 500 and NASDAQ 100 indices are unmanaged and are generally
representative of certain portions of the U.S. equity markets. The CISDM CTA
Equal Weighted Index is representative of the average performance of Commodity
Trading Advisors reporting to the CISDM Hedge Fund/CTA Database. These indices
are shown for illustrative purposes only and are not indicative of any fund's
performance. An investor cannot invest directly in an index. Moreover,
indices do not reflect commissions or fees which might be charged to a
similar fund and which might materially affect the performance data
presented.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. TRADING IN THE FUTURES,
FORWARD, OPTION AND SWAP MARKETS IS SPECULATIVE, INVOLVES SUBSTANTIAL RISK,
AND IS NOT SUITABLE FOR ALL INVESTORS.
THE ABOVE THREE TABLES WERE PREPARED BY THE FUND.
FUND AND OFFERING DETAILS
The Fund
Investment Goal Intermediate to Long-Term Capital Appreciation
General Partner Ashley Capital Management, Inc.
Clearing Broker Man Financial Inc.
The Offering
Minimum Investment $25,000
Increment Amount $1,000
Subscription Fee None
Subscription Price Net Asset Value
Subscription Notice Subscriptions Available Monthly with 5 Business Days
Notice
Subscription Procedure Subscribers Must Complete, Execute and Deliver to the
Fund the Subscription Agreement and Power of Attorney
Signature Page Which Accompanies the Prospectus
Redemption Notice Liquidity Available Monthly with 10 Business Days
Notice after an initial 12 month lock-in period
Investor Liability Limited to the Amount of Capital Invested
Investor Suitability Net Worth of $150,000 -or-
Income of $45,000 and Net Worth of $45,000
Plus Specific State Requirements
Please Refer to the Prospectus for Additional
Information
Fees and Expenses
General Partner Compensation
Fixed Brokerage Commission of 4% Annually
Introducing Broker Compensation
Fixed Brokerage Commission of 7% Annually
Trading Advisor Compensation
Incentive Fee: 25% New Profit Quarterly (Clarke)
20% New Profit Quarterly (NuWave)
Management Fee: up to 3% on first $2,000,000 in
Allocated Equity
(NuWave Only) up to 2% on Allocated Equity over
$2,000,000
Accounting & Legal Estimated $155,000 Annually
THE OPPORTUNITY
* Professionally managed futures funds offer access to global markets,
along with the potential to profit from rising or falling markets.
* Professionally managed futures funds add an important component to a
diversified growth portfolio.
* Atlas Futures Fund, L.P. offers a simple and effective way to use the
services of successful futures trading advisors with long-term track records.
* An individual investor seeking to utilize the services of the Fund's
traders through a direct account would need to meet a substantially higher
minimum investment requirement.
How to Subscribe
* After reviewing the Offering Memorandum, please complete and sign the
items in the Subscription Booklet.
* Forward the Subscription Booklet and a check made payable to "Star Bank
for the acct. of Atlas" to the Issuer.
The Fund is open to qualified investors and the current minimum investment is
$25,000. New investments are entered into the Fund at the end of the month in
which they are received and must be received on the 5th business day prior to
the end of the month.
WHY ATLAS FUTURES FUND?
WHY A MANAGED FUTURES FUND?
Managed futures investments are intended to generate long-term capital growth
by providing global portfolio diversification. This diversification can be
utilized by investing in the Fund. A primary reason to invest in a managed
futures (alternative investment) product, such as Atlas Futures Fund, is to
provide a fully diversified portfolio of investments that has the potential
to improve returns while protecting against risk. This is possible because
managed futures (alternative investment) products historically have not been
correlated to traditional markets, such as stocks and bonds.
The Atlas Futures Fund employs two professional commodity trading advisors,
Clarke Capital Management, Inc. and NuWave Investment Corp., that trade as
many as 70 futures markets worldwide using proprietary trading systems. The
trading advisors have consistently produced positive returns, even during
down markets, due to diversified trades and the ability to spot trends, while
insuring strict risk controls are always in place.
WHY NOW?
The recent fluctuation in world markets has proven that long-only equity
portfolios cannot make money during downward cycles. For continued portfolio
performance, a fund that hedges its trades is the only way to limit losses
and insure gains in any economic environment.
HISTORICAL NON CORRELATED PERFORMANCE
Historically, managed futures investments have had very little correlation to
the stock and bond markets. While there is no guarantee of positive
performance in a managed futures component of a portfolio, the non-
correlation characteristic of managed futures can improve risk adjusted
returns in a diversified investment portfolio. Having the ability to go long
and short gives managed futures the ability to profit from up or down
markets. In other words, profit or loss in managed future funds is not
dependent on economic cycles.
INVESTMENT FACTORS
THE ADVANTAGES OF NON-CORRELATION AND DIVERSIFICATION OF YOUR PORTFOLIO
The Nobel Prize for Economics in 1990 was awarded to Dr. Harry Markowitz for
demonstrating that the total return can increase, and/or risk can be reduced,
when portfolios have positively performing asset categories that are
essentially non-correlated. Even many seemingly diverse portfolios may
actually be quite correlated. For instance, over time, alternative investment
classes such as real estate and international stocks and bonds may correlate
closely with domestic equities as the global economy expands and contracts.
Historically, alternative investments such as managed futures funds have had
very little correlation to the stock and bond markets. Ashley Capital
Management, Inc. believes that the performance of the Fund should also
exhibit a substantial degree of non-correlation (not, however, necessarily
negative correlation) with the performance of traditional equity and debt
portfolio components, in part because of the ease of selling futures short.
This feature of futures -- being able to be long or short a futures position
with similar ease - means that profit and loss from futures trading is not
dependent upon economic or geopolitical prosperity or stability.
However, non-correlation will not provide any diversification advantages
unless the non-correlated assets are outperforming other portfolio assets,
and there is no guarantee that the Fund will outperform other sectors of an
investor's portfolio (or not produce losses). Additionally, although adding
managed futures funds to a portfolio may provide diversification, managed
futures funds are not a hedging mechanism and there is no guarantee that
managed futures funds will appreciate during periods of inflation or stock
and bond market declines.
Non-correlated performance should not be confused with negatively correlated
performance. Non-correlation means only that the Fund's performance will
likely have no relation to the performance of equity and debt instruments,
reflecting Ashley Capital's belief that factors that affect equity and debt
prices may affect the Fund differently and that certain factors which affect
the former may not affect the latter. The net asset value per unit may
decline or increase more or less than equity and debt instruments during both
rising and falling markets. Ashley Capital has no expectation that the Fund's
performance will be negatively correlated to the general debt and equity
markets, i.e., likely to be profitable when the latter are unprofitable or
vice versa.
VALUE OF DIVERSIFICATION - MANAGED FUTURES INDUSTRY
Money Under Management in Managed Futures
Money Under Management in Managed Futures is updated on a quarterly basis and
is usually ready by month end of the month following the quarter. Money Under
Management during the 4th quarter 2006 was $170 billion.
This chart was prepared by the Fund and shows industry growth since 1980
using data obtained from Barclay Trading Group, Ltd. See the glossary in
Appendix I of this Statement of Additional Information for information
integral to this chart. This chart reflects the managed futures industry as
a whole and is not indicative of the Fund in particular.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
MARKET DIVERSIFICATION
The Fund's CTAs use proprietary systems designed to ensure minimal
correlation to traditional investments. The spectrum of traded instruments
globally consists of up to 70 futures markets in both commodity and financial
futures. Fundamental to the Fund's selection of CTAs is low correlation
between the different instruments they trade and high liquidity for order
execution.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
HISTORICAL CORRELATION
The chart below shows the historical correlation of the monthly returns of
the NASDAQ Composite Index, Europe, Australasia, Far East (EAFE) Index with
the S&P 500 Index than managed futures investments, as represented by the
CISDM Fund/Pool Qualified Universe Index. This low correlation shows that
managed futures have a tendency to behave somewhat independently from stocks.
Historical Correlation Of Monthly Returns
With The S&P 500 Index
January 1980* - August 2006
* CISDM data was not available prior to 1980.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
RISK PERSPECTIVE
The proper evaluation of any investment must include an assessment of the
risk which must be taken to achieve the prospective return. Another measure
of risk, in addition to standard deviation, is historical worst-case decline,
or largest draw-down. In other words, if you had purchased an investment at a
month-end peak in performance and then subsequently sold at the lowest month-
end price thereafter, the worst-case decline would be the largest percentage
loss experienced. The chart below shows the worst-case cumulative monthly
decline in the Lehman Brothers Government Bond Index, CISDM Fund/Pool
Qualified Universe Index, S&P 500 Index, EAFE Index and NASDAQ Composite
Index since 1980. The CISDM Fund/Pool Qualified Universe Index experienced a
smaller peak to valley decline than three of the other indices. This does not
imply that managed futures are necessarily safer than the benchmarks
compared; it is merely intended to put risk in a historical perspective.
Worst-Case Declines
1980* - 2006
[Amounts In Percents]
* CISDM data was not available prior to 1980.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
MANAGED FUTURES VS. STOCKS DURING DRAW-DOWNS
The following charts show the comparison between the performance of managed
futures and stocks during the five worst declines for each since 1980. These
charts demonstrate the historical non-correlation between these two asset
classes over the stated time periods. The managed futures portion is
represented by the CISDM Fund/Pool Qualified Universe Index and the stocks
portion is represented by the S&P 500 Index.
Managed Futures vs. Stocks During Stock Market Drawdowns.
(January, 1980* - March, 2006)
Source: Stocks: S&P 500 Index,
Managed Futures: CISDM Trading Advisor Qualified Universe Index (MAR)
* CISDM data was not available prior to 1980.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
THE FUTURES, FORWARD, OPTION AND SWAP MARKETS
FUTURES CONTRACTS
Futures contracts are standardized agreements traded on commodity exchanges
that call for the future delivery of the commodity or financial instrument at
a specified time and place. A futures trader that enters into a contract to
take delivery of the underlying commodity is "long" the contract, or has
"bought" the contract. A trader that is obligated to make delivery is "short"
the contract or has "sold" the contract. Actual delivery on the contract
rarely occurs. Futures traders usually offset (liquidate) their contract
obligations by entering into equal but offsetting futures positions. For
example, a trader who is long one September Treasury bond contract on the
Chicago Board of Trade can offset the obligation by entering into a short
position in a September Treasury bond contract on that exchange. Futures
positions that have not yet been liquidated are known as "open" contracts or
positions.
Futures contracts are traded on a wide variety of commodities, including
agricultural products, metals, energies, livestock products, government
securities, currencies and stock market indices. Options on futures contracts
are also traded on U.S. and foreign commodity exchanges. The Fund
concentrates its futures trading in financial instruments, such as interest
rate, foreign exchange and stock index contracts, and metal and energy
contracts.
FORWARD CONTRACTS
Currencies and other commodities may be purchased or sold for future delivery
or cash settlement through banks or dealers pursuant to forward, option or
swap contracts. Currencies also can be traded pursuant to futures contracts
on organized futures exchanges; however, the Fund will use the dealer market
in foreign exchange contracts for most of the Fund's trading in currencies.
Such dealers will act as "principals" in these transactions and will include
their profit in the price quoted on the contracts. Unlike futures contracts,
foreign exchange contracts are not standardized. In addition, the forward
market is largely unregulated. Forward contracts are not "cleared" or
guaranteed by a third party. There also is no daily settlement of unrealized
gains or losses on open foreign exchange contracts as there is with futures
contracts on U.S. exchanges.
OPTION CONTRACTS
An option on a futures contract or on a physical commodity or currency gives
the buyer of the option the right to take a position of a specified amount at
a specified price in a specific underlying instrument (the "striking,"
"strike" or "exercise price"). The buyer of a "call" option acquires the
right to take a long position (i.e., the obligation to take delivery of a
specified amount at a specified price in a specific underlying instrument).
The buyer of a "put" option acquires the right to take a short position
(i.e., the obligation to make delivery of a specified amount at a specified
price in a specific underlying instrument).
The purchase price of an option is referred to as its "premium." The seller
(or "writer") of an option is obligated to take a position at a specified
price opposite to the option buyer if the option is exercised. Thus, the
seller of a call option must stand ready to sell (take a short position in)
the underlying instrument at the striking price if the buyer should exercise
the option. The seller of a put option, on the other hand, must stand ready
to buy (take a long position in) the underlying instrument at the striking
price if the buyer should exercise the option.
A call option is said to be "in the money" if the striking price is below
current market levels, and "out of the money" if the striking price is above
current market levels. Conversely, a put option is said to be "in the money"
if the striking price is above current market levels, and "out of the money"
if the striking price is below current market levels.
Options have limited lifespans. An option that is out of the money and not
offset by the time it expires becomes worthless. Options usually trade at a
premium above their intrinsic value (i.e., the difference between the market
price for the underlying instrument and the striking price), because the
option trader is speculating on (or hedging against) future movements in the
price of the underlying instrument. As an option nears its expiration date,
the market value and intrinsic value typically move into parity. The
difference between an option's intrinsic value and market value is referred
to as the "time value" of the option.
SWAP TRANSACTIONS
The Fund periodically enters into transactions in the forward or other
markets which could be characterized as swap transactions and which may
involve interest rates, currencies, securities interests, commodities and
other items. A swap transaction is an individually negotiated, non-
standardized agreement between two parties to exchange cash flows measured by
different interest rates, exchange rates, or prices, with payments calculated
by reference to a principal ("notional") amount or quantity. Transactions in
these markets present risks similar to those in the futures, forward and
options markets:
(1) the swap markets are generally not regulated by any United States or
foreign governmental authorities;
(2) there are generally no limitations on daily price moves in swap
transactions;
(3) speculative position limits are not applicable to swap transactions,
although the counterparties with which the Fund may deal may limit the size
or duration of positions available as a consequence of credit considerations;
(4) participants in the swap markets are not required to make continuous
markets in swaps contracts; and
(5) the swap markets are "principal markets," in which performance with
respect to a swap contract is the responsibility only of the counterparty
with which the trader has entered into a contract (or its guarantor, if any),
and not of any exchange or clearinghouse. As a result, the Fund will be
subject to the risk of the inability of or refusal to perform with respect to
such contracts on the part of the counterparties with which the Fund trades.
The CFTC has adopted Part 35 to its Rules which provides non-exclusive safe
harbor treatment from regulations under the Commodity Exchange Act as amended
for swap transactions which meet specified criteria, over which the CFTC will
not exercise its jurisdiction and regulate as futures or commodity option
transactions. In addition, on December 21, 2000, the Commodity Futures
Modernization Act of 2000 amended the Commodity Exchange Act so that it does
not apply to any agreement, contract, or transaction in a commodity, other
than an agricultural commodity (including swap transactions), if the
agreement, contract, or transaction is entered into only between eligible
contract participants (which includes commodity pools meeting certain
capitalization requirements), is subject to individual negotiation by the
parties, and is not executed or traded on a trading facility. It is expected
that the Fund will engage only in swap transactions for which exemptive/safe
harbor relief is available to it under the CFTC policy statements or
regulations, or which are otherwise excluded from the CFTC's jurisdiction. If
the CTAs were restricted in its ability to trade in the swap markets, the
activities of the Fund, to the extent that its CTAs trade in such markets on
behalf of the Fund, might be materially affected.
REGULATION
The U.S. futures markets are regulated under the Commodity Exchange Act,
which is administered by the CFTC, a federal agency created in 1974. The CFTC
licenses and regulates commodity exchanges, commodity pool operators,
commodity trading advisors and clearing firms which are referred to in the
futures industry as "futures commission merchants." The Fund is licensed by
the CFTC as a commodity pool operator. Futures professionals are also
regulated by the NFA, a self-regulatory organization for the futures industry
that supervises the dealings between futures professionals and their
customers. If its pertinent CFTC licenses or NFA memberships were to lapse,
be suspended or be revoked, the Fund would be unable to act as the Fund's
commodity pool operator.
The CFTC has adopted disclosure, reporting and recordkeeping requirements for
commodity pool operators and disclosure and recordkeeping requirements for
commodity trading advisors. The reporting rules require pool operators to
furnish to the participants in their pools a monthly statement of account,
showing the pool's income or loss and change in net asset value, and an
annual financial report, audited by an independent certified public
accountant.
The CFTC and the exchanges have pervasive powers over the futures markets,
including the emergency power to suspend trading and order trading for
liquidation of existing positions only. The exercise of such powers could
adversely affect the Fund's trading.
The CFTC does not regulate forward contracts. Federal and state banking
authorities also do not regulate forward trading or forward dealers. Trading
in foreign currency forward contracts may be less liquid and the Fund's
trading results may be adversely affected.
MARGIN
The Fund will use margin in its trading. In order to establish and maintain a
futures position, a trader must make a type of good-faith deposit with its
broker, known as "margin," of approximately 2%-10% of contract value. Minimum
margins are established for each futures contract by the exchange on which
the contract is traded. The exchanges alter their margin requirements from
time to time, sometimes significantly. For their protection, futures brokers
may require higher margins from their customers than the exchange minimums.
Margin also is deposited in connection with forward contracts, but is not
required by any applicable regulation.
There are two types of margin. "Initial" margin is the amount a trader is
required to deposit with its broker to open a futures position. The other
type of margin is "maintenance" margin. When the contract value of a trader's
futures position falls below a certain percentage, typically about 75%, of
its value when the trader established the position, the trader is required to
deposit additional margin in an amount equal to the loss in value.
ADVANTAGES OF MANAGED FUTURES FUND INVESTMENTS
Both the futures, forward, option and swap markets and funds investing in
those markets offer many structural advantages that make managed futures an
efficient way to participate in global markets. The Fund believes that this
investment should be considered as a medium- to long-term investment and
should not be purchased with the intent to redeem the investment within the
first three years.
PROFIT POTENTIAL
Futures and related contracts can easily be leveraged, which magnifies the
potential profit or loss.
INTEREST CREDIT
Unlike some other alternative investment funds, the Fund does not borrow
money in order to obtain leverage, so the Fund does not incur any interest
expense. Rather, the Fund's margin deposits are maintained in cash and cash
equivalents, such as U.S. Treasury bills.
GLOBAL DIVERSIFICATION WITHIN A SINGLE INVESTMENT
Futures and related contracts can be traded in many countries, which makes it
possible to diversify risk around the world. This diversification is
available both geographically and across market sectors. For example, an
investor can trade interest rates, stock indices and currencies in several
countries around the world, as well as energy and metals. While the Fund
itself trades across a diverse selection of global markets, an investment in
the Fund is not a substitute for overall portfolio diversification.
ABILITY TO PROFIT OR LOSE IN A RISING OR FALLING MARKET ENVIRONMENT
The Fund can establish short positions and thereby profit from declining
markets as easily as it can establish long positions. This potential to make
or lose money, whether markets are rising or falling around the world, makes
managed futures particularly attractive to sophisticated investors. Of
course, if markets go higher while the Fund has a short position, the Fund
will lose money until the short position is exited and vice versa.
PROFESSIONAL TRADING
Ashley Capital's approach includes the following elements:
- - Disciplined Money Management. The CTAs selected by Ashley Capital
generally allocate a portion of portfolio equity to any single market
position. However, no guarantee is provided that losses will be limited to
these percentages.
- - Balanced Risk. The Fund's capital is allocated to as many as 70 markets 24
hours a day. Among the factors considered for determining the portfolio mix
are market volatility, liquidity and trending characteristics.
- - Capital Management. When proprietary risk/reward indicators reach
predetermined levels, the Fund may increase or decrease commitments in
certain markets in an attempt to reduce performance volatility.
- - Multiple Systems. While the Fund's approach is to find emerging trends and
follow them to conclusion, no one system is right all of the time. The CTAs
utilize a multi-system trading strategy on behalf of the Fund that divides
capital among different trading systems in an attempt to reduce performance
volatility and manage risk.
CONVENIENCE
Through the Fund, investors can participate in global markets and
opportunities without needing to master complex trading strategies and
monitor multiple international markets.
LIQUIDITY
In most cases, the underlying markets have sufficient liquidity. Some markets
trade 24 hours a day when global markets are open. While there can be cases
where there may be no buyer or seller for a particular contract, the Fund
tries to select markets for investment based upon, among other things, their
perceived liquidity. However, unexpected market illiquidity has caused major
losses in recent years in such sectors as emerging markets and mortgage-
backed securities. There can be no assurance that the same will not happen to
the Fund at any time or from time to time.
Important Disclosures
Atlas Futures Fund, LP is a registered commodity pool and is not subject to
the same regulatory requirements
as a mutual fund, including mutual fund requirements to provide certain daily
standardized pricing and evaluation
information to investors. The following should be noted:
* The Fund is a speculative investment and involves a high degree of
risk. An investor could lose a substantial portion of his/her investment.
* An investment in the Fund is not suitable for all investors.
* The Fund may be leveraged and the Fund's performance can be volatile.
* A substantial portion of the Fund's trades may be executed on foreign
exchanges, which could mean higher risk.
* An investment in the Fund may be illiquid (monthly redemptions are
available subject to market disruption) and there are significant
restrictions on transferring interests in the Fund. There is no secondary
market for an investor's investment in the Fund and none is expected to
develop.
* The Fund's fees and expenses - which may be substantial regardless of
any positive return - are deducted from profits, and returns to clients will
be net of fees.
* Diversification does not assure a profit or provide a guarantee against
loss in a declining market.
This summary is not a complete list of the risks and other important
disclosures involved in investing in the Fund and is subject to the more
complete disclosures contained in the Fund's Prospectus and other offering
documents, which should be reviewed carefully.
General Partner:
Ashley Capital Management, Inc.
P.O. Box C
5914 North 300 West
Fremont, IN 46737
(260) 833-1306
THE OFFERING OF UNITS IN ATLAS FUTURES FUND, LP (THE "FUND") CAN ONLY BE MADE
IN CONJUNCTION WITH PART I OF THIS PROSPECTUS, WHICH CONTAINS IMPORTANT
INFORMATION REGARDING CERTAIN RISKS ASSOCIATED WITH THE FUND AND SHOULD BE
READ CAREFULLY AND RETAINED BY ANYONE CONSIDERING INVESTMENT IN THE FUND. THE
UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION, THE COMMODITY FUTURES
TRADING COMMISSION, OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE OFFERING MEMORANDUM OR THIS BROCHURE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE
FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.
*******************************************************************************
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.
Associated Persons. The persons registered pursuant to the Commodity
Exchange Act with the futures commission merchant, who are eligible to
service the partnership or the partnership accounts.
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 will try to accomplish a
result without any contractual obligation to achieve that result.
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 and the registration of the general partner, futures commission
merchant, trading advisor and commodity exchanges pursuant to the U.S.
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 and the commodity pool
operators, futures commission merchants, and trading advisors in the United
States under the administration of the Commodity Futures Trading Commission.
Commodity Pool Operator. Ashley Capital Management, Inc., 5914 N. 300 West,
P. O. Box C, Fremont, IN 46737, (260) 833-1306; and, Mr. Michael P. Pacult,
5914 N. 300 West, P.O. Box C, Fremont, IN 46737. A person who raises capital
through the sale of interests in an investment trust, partnership,
corporation, syndicate or similar form of enterprise, that uses that capital
to invest either entirely or partially in futures contracts.
Commodity Trading Advisor. 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).
Depository Agent and Depository Account. An account maintained by the
corporate general partner that will hold all the subscription documents and
proceeds until such time as either the subscription is accepted or rejected
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. 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 corporate general partner 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.
General Partner. Ashley Capital Management, Inc., 5914 N. 300 West, P. O.
Box C, Fremont, IN 46737, (260) 833-1306; and, Mr. Michael P. Pacult, 5914 N.
300 West, P.O. Box C, Fremont, IN 46737. The managers 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.
Introducing Broker (IB). An entity that may share the brokerage commissions
and is responsible for introducing trades to the futures commission merchant.
Futures Investment Company, 5914 N. 300 West, P. O. Box C, Fremont, IN 46737,
(260) 833-1306, is the affiliated introducing broker of the partnership.
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 a 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 Futures Association (NFA). The self regulatory organization that is
responsible for the legal and fair operation of commodity pool operators,
such as the general partner of the partnership, commodity trading advisors,
such as the trading advisors for the partnership, introducing brokers, such
as the introducing broker for the partnership, for futures commission
merchants, such as the clearing broker of the partnership, and such other
matters within the authority granted to it by the CFTC pursuant to the
Commodity Exchange Act.
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 the offering
and organizational expenses from the gross proceeds of the offering at the
time of the sale of the minimum and the subsequent 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, 505 Brookfield Drive, Dover, DE 19901, (800) 331-1532.
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. Mr. Michael P. Pacult, one of the general partners and the
principal of the corporate general partner.
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 or his or her partnership
interests to the partnership for surrender at the net unit value. See the
Limited Partnership Agreement attached as Exhibit A.
Selling Agent. The partnership, Atlas Futures Fund, LP, 505 Brookfield
Drive, Dover, DE 19901, that is to offer the partnership interests for sale
issuer direct. See Plan of Distribution.
Selling Commissions. A commission paid from the subscription amount for
selling the partnership interests. There is no selling commission in this
offering.
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 interbank 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.
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 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 advisor 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".
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 corporate general partner 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. The general partner is a sponsor of this
partnership.
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]
*******************************************************************************
APPENDIX II
PRIVACY STATEMENT
ATLAS FUTURES FUND, LP
505 Brookfield Drive
Dover, DE 19901
Telephone: (800) 331-1532
Atlas Futures Fund, LP is committed to safeguarding the confidential
information of its partners. We hold all personal information provided to us
in the strictest confidence. These records include all personal information
that we collect from you. We have never disclosed information to
nonaffiliated third parties, except as directed by you or required by law,
and we do not anticipate any change in these procedures in the future. If we
were to change this disclosure policy, we would not take such action without
your written permission.
A full statement of our privacy policy with respect to personal information
about you is as follows:
* We limit employee and independent contractor representatives of ours
access to information in your file to only to those persons who have a
business or professional reason for knowing.
* We limit the delivery of your information to only those nonaffiliated
parties who directly service your account such as trustees and clearing
brokers, or as directed by you or as required by law. As examples, Federal
regulations permit us to share a limited amount of information about you with
a clearing brokerage firm in order to execute securities transactions on your
behalf and we have implied permission from you to discuss your financial
situation with your accountant or other professional.
* We use our best efforts to maintain a secure office and computer
environment to ensure that your information is not placed at unreasonable
risk.
* The categories of nonpublic personal information that we collect from a
prospect, partner, client and independent third parties depend upon the scope
of the client engagement. It will include information about your personal
finances, information about your health to the extent that it is needed for
the planning process, information about transactions between you and third
parties, and information from consumer reporting agencies.
* For unaffiliated third parties that require access to your personal
information, including financial service companies, consultants, and
auditors, we also require strict confidentiality in our agreements with them
and expect them to keep this information private. Federal and state
regulators also may review firm records as permitted under law.
* Personally identifiable information about you will be maintained during
the time you are a partner or client, and for the required time thereafter
that such records are required to be maintained by Federal and state
securities laws. After this required period of record retention, all such
information is expected to be destroyed.
[The balance of this page has been intentionally left blank.]
*******************************************************************************
EXHIBIT A TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
AGREEMENT OF LIMITED PARTNERSHIP OF
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
THIS LIMITED PARTNERSHIP AGREEMENT, (the "Agreement") dated the 23rd of
December, 2003, is to amend and restate in full that certain partnership
agreement entered on the 1st day of February, 1998, that formed Atlas Futures
Fund, Limited Partnership (hereinafter called either the "Partnership" or the
"Fund") and was previously amended and restated in full on the 15th day of
May, 1999 as follows:
WITNESSETH:
IN CONSIDERATION of good and valuable consideration, the receipt of which is
hereby acknowledged, Ashley Capital Management, Incorporated, ("Ashley") the
Corporate General Partner, Michael P. Pacult, the Other General Partner, and
Ashley as agent for the Limited Partners, pursuant to the authority granted
to the General Partner by this Agreement at formation and the powers of
attorney granted by the Limited Partners to Ashley at the time of their
admission to the Partnership, hereby adopt this Amended and Fully Restated
Limited Partnership Agreement to govern and control the operation of the
Partnership pursuant and subject to the Delaware Uniform Limited Partnership
Act (the "Act").
The resignation of Shira Del Pacult ("Ms. Pacult") pursuant to her prior 120
day notice to the Partners given on August 20, 2003, became effective on the
date of this Agreement. Ms. Pacult is no longer a General Partner of the
Fund. Ashley and Michael P. Pacult continue to serve as the General Partners
of the Fund and from this date forward the term General Partner shall refer
to both Ashley and Mr. Pacult.
ARTICLE I
Definitions and Risk Disclosure Statement
Certain terms used in this Agreement shall have the special meaning
designated below:
1.1 The term AFFILIATE means (1) any person controlled by or under common
control with another person, (2) a person owning or controlling 10% or more
of the outstanding voting securities of such other person, (3) any officer or
director of such other person, and (4) if such other person is an officer or
director, any other company for which such person acts as an officer or
director.
1.2 When referring to the capital of the Partnership:
(a) the term CAPITAL shall mean cash invested in the Partnership by any
Partner and placed at risk for the business of the Partnership;
(b) the term CAPITAL CONTRIBUTION shall mean, with respect to any Partner,
the sum of all Capital contributed to the Partnership pursuant to Article I;
(c) the term CAPITAL SUBSCRIPTION shall mean the amount set forth opposite
the name of such Partner in the schedule of Partners, which amount shall be
the purchase price, less sales commissions, if any, to be paid or paid by
such Partner for the Unit or Units in the Partnership purchased by such
Partner;
(d) the term INITIAL CAPITAL shall mean the sum of all Capital Subscriptions
received by the General Partner prior to commencement of trading;
(e) the term 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), specifically:
(i) Net Asset Value includes any unrealized profit or loss on open security
and commodity positions subject to reserves for loss established, from time
to time, by the General Partner;
(ii) All open stock, option, and commodity positions are calculated on the
then current market value, which shall be based upon the settlement price for
that particular position on the date with respect to which Net Asset Value is
being determined; provided, however, that if a position could not be
liquidated on such day due to the operation of the daily limits or other
rules of the exchange upon which that position is traded or otherwise, the
settlement price on the first subsequent day on which the position could be
liquidated shall be the basis for determining the market value of such
position for such day. As used herein, "settlement price" includes, but is
not limited to: (1) in the case of a futures contract, the settlement price
on the commodity exchange on which such futures contract is traded; and (2)
in the case of a foreign currency forward contract which is not traded on a
commodity exchange, the average between the lowest offered price and the
highest bid price, at the close of business on the day Net Asset Value is
being determined, established by the bank or broker through which such
forward contract was acquired or is then currently traded;
(iii) Brokerage commissions to close security and commodity positions, if
charged on a round-turn basis, are accrued in full at the time the position
is initiated (i.e., on a round-turn basis) as a liability of the Partnership;
(iv) Interest earned on all Partnership accounts is accrued at least
monthly;
(v) The amount of any distribution made by the Partnership is a liability of
the Partnership from the day when the distribution is declared by the General
Partner or as provided in this Agreement and the amount of any redemption is
a liability of the Partnership as of the Valuation Date; and
(vi) Syndication Costs incurred in organizing and all present and future
costs to increase or maintain the qualification of the Units available for
sale and the cost to present the initial and future offering of Units for
sale shall be capitalized when incurred and amortized and paid from Capital
or Monthly Profit as required by applicable law.
(f) The term VALUATION DATE means the date as of which the Net Assets of the
Partnership are determined, which will be after the close of business on the
last business day of each month.
(g) the term PROFIT (LOSS) ATTRIBUTABLE TO UNITS means the product of A) the
number of Units divided into B) an amount equal to the Net Profit (Loss)
determined as follows: (1) the net of profits and losses realized on all
trades closed out, plus (2) the net of any unrealized profits and losses an
open positions as of the end of the period, less (3) the net of any
unrealized profits and losses on open positions as of the end of the
preceding period, minus, (4) the Expenses attributable to Units. Profit
(Loss) shall include interest earned on Partnership assets, realized and
unrealized capital gains or losses on U.S. Treasury bills, and other
securities;
(h) the term MANAGEMENT FEE shall mean up to six percent (6%) annually of
the Net Assets of the Partnership computed on the close of business on the
last day of each month and payable to the General Partner or independent
Commodity Trading Advisor, or both, without regard to the income or loss of
the Partnership for that period; presently, the General Partners and the CTA
receive no Management Fee;
(i) the term INCENTIVE FEE means a percentage of the profits accrued and
paid to the General Partner, or its Affiliates, of up to fifteen percent
(15%) annually of New Net Profit earned from inception of trading, through
the date of the computation, based upon total Capital of the Partnership. The
General Partner has reserved the right to both reduce the Incentive Fee below
fifteen percent (15%) and increase the Incentive Fee to a maximum of twenty-
seven percent (27%), provided that in such case the Management Fee is
correspondingly lowered to 0%; presently, the Incentive Fee paid to the CTA
is twenty five percent (25%);
(j) the term GROSS PROFIT OR LOSS means the income or loss from all sources,
including interest income and profit and loss from non-trading activities, if
any.
(k) the term NEW NET PROFIT OR LOSS means 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; and,
(l) the term NET GAINS means net profit from all sources.
(m) the term UNIT shall mean a partnership interest in the Partnership
requiring a Capital Contribution of the Net Asset Value of the initial Unit,
as adjusted to reflect increases and decreases caused by receipt, accrual,
and payment of profit, Expenses, losses, bonuses, and fees, less a sales
commission, from time to time.
1.3 When referring to costs and expenses of the Partnership to be allocated
and charged pursuant to this Agreement:
(a) the term EXPENSES shall mean costs allocated, incurred, paid, accrued,
or reserved, including the fixed commissions payable to the Corporate General
Partner of eleven percent (11%) of the total equity placed under management
with the Commodity Trading Advisor, which are, in the opinion of the General
Partner, required, necessary or desirable to establish, manage, continue and
promote the business of the Partnership including, but not limited to, all
deferred organization costs, brokerage commissions, and all management and
incentive fees payable to the General Partner or to independent investment
and Commodity Trading Advisor by the Partnership as negotiated and determined
by the General Partner on behalf of the Partnership on a basis consistently
applied in accordance with generally accepted accounting principals under the
accrual method of accounting or as required by applicable laws, regulations
and rules including those of any authorized self regulatory organization with
proper jurisdiction over the business of the Partnership; provided, however,
Expenses shall not include salaries, rent, travel, expenses and other items
of General Partner overhead and, provided, further, management fees, advisory
fees and all other fees, except for incentive fees and commodity brokerage
commissions;
(b) the term NET UNIT VALUE shall mean the Net Asset Value divided, from
time to time, by the total number of Units outstanding;
(c) the term OFFERING PERIOD means the period of time established by the
General Partner after the Partnership begins to offer to sell Units at the
Net Unit Value; and,
(d) the term SYNDICATION COSTS shall mean the promotion and syndication
costs of the Partnership and the costs of the offering of Units, and to
establish the initial business relationships on behalf of the Partnership,
including all legal and printing costs to prepare the Disclosure Documents,
registrations and filing fees, contract negotiation, and travel incurred
which are deemed necessary or desirable by the General Partner to form the
Partnership, be ready to engage in business, and to sell the Units.
1.4 The terms DISCLOSURE DOCUMENT, MEMORANDUM, OFFERING CIRCULAR, PROSPECTUS
and REGISTRATION STATEMENT shall mean the document or documents, together
with the exhibits and any subsequent continuations thereof, which describes
this Partnership to persons selected by the General Partner including, but
not limited to, potential purchasers of Units, or the Partners or to any
government or self regulatory agency or to persons selected by the General
Partner to participate in the affairs or provide services to the Partnership.
1.5 When referring to this Agreement and the Partners of the Partnership:
(a) the term ACT shall refer to the partnership act of Delaware.
(b) the term AGREEMENT refers to this Partnership agreement;
(c) the term GENERAL PARTNER shall refer to both Ashley Capital Management,
Incorporated, 5914 N. 300 West, P.O. Box C, Fremont, IN 46737 (260) 833-1306
("Ashley") and Michael P. Pacult, 5914 N. 300 West, P.O. Box C, Fremont, IN
46737 (260) 833-1306 ("Mr. Pacult") collectively or singularly, as the
context requires;
(d) the term LIMITED PARTNER shall refer to any party listed on the Schedule
of Limited Partners attached to this Agreement as Attachment I, as amended,
from time to time, pursuant to Article VI hereof;
(e) the term MAJORITY IN INTEREST shall refer to that number of Partners who
collectively hold over 50% of all of the outstanding Units held by all
Partners in the Partnership; provided, however, the Units held by the General
Partner cannot be considered to determine a MAJORITY IN INTEREST or otherwise
vote or consent regarding the question of removal of the General Partner or
other matters specifically expressed in Article V, Section 5.3. In addition,
see the rights and duties of the General Partner in Article IV and of the
Limited Partners in Articles V;
(f) the term OTHER GENERAL PARTNER refers to any General Partner other than
Ashley Capital Management, Incorporated; and
(g) the term PARTNERS refers to the General Partner, any Other General
Partner, and the Limited Partners, collectively.
1.6 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
PAGES 2 AND 3 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 2 AND PAGES 5 TO 9.
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.
ARTICLE II
Partnership Organization and Purpose
2.1 PARTNERSHIP NAME AND LOCATION OF BOOKS AND RECORDS. The name of the
Partnership, as filed with the state of Delaware, shall be Atlas Futures
Fund, Limited Partnership. The address where the books and records of the
Partnership will be maintained for inspection by the Partners is at the
offices of the Corporate General Partner, 5914 N. 300 West, Fremont, IN 46737,
with a duplicate set at the offices of The Scott Law Firm, P.A., 940 NE
79th Street, Suite A, Miami, FL or such other address as the General Partner
shall, from time to time, determine.
2.2 PARTNERSHIP AFFILIATES.
(a) POOL OPERATOR NAME AND PRINCIPALS. The General Partner shall serve as
the commodity pool operator for the Partnership. In addition to being one of
the general partners, Michael P. Pacult is the sole principal, shareholder,
director and officer of Ashley Capital Management, Inc., the other general
partner, and is solely responsible for the business decisions of the
Partnership, including, but not limited to, selection of the Commodity
Trading Advisors (the "CTAs"). The signature of either Mr. Pacult or Ashley
may bind the Partnership. Ashley and Mr. Pacult are registered commodity
pool operators with the Federal Commodity Futures Trading Association
pursuant to the Commodity Exchange Act and members of the futures self
regulatory organization, the National Futures Association.
THE REGULATIONS OF THE FEDERAL COMMODITY FUTURES TRADING COMMISSION AND THE
NATIONAL FUTURES ASSOCIATION PROHIBIT ANY REPRESENTATION BY A PERSON
REGISTERED WITH THE CFTC OR BY ANY MEMBER OF THE NFA, RESPECTIVELY, THAT SUCH
REGISTRATION OR MEMBERSHIP IN ANY RESPECT INDICATES THAT THE CFTC OR THE NFA,
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 PARTNERSHIP AGREEMENT MUST NOT BE CONSIDERED AS CONSTITUTING ANY SUCH
APPROVAL OR ENDORSEMENT. LIKEWISE, NO COMMODITY EXCHANGE HAS GIVEN OR WILL
GIVE ANY SUCH APPROVAL OR ENDORSEMENT.
(b) COMMODITY TRADING ADVISOR NAMES AND PRINCIPALS. The General Partner
selects and assigns partnership equity to one or more independent CTAs to
trade on behalf of the partnership. The CTA will have no ownership in the
Partnership and its compensation is described in 4.6(f). The CTA will enter
trades on behalf of the Partnership directly with the FCM without the prior
knowledge or approval of the General Partner of the methods used by the CTA
to select the trades, the number of contracts, or the margin required. From
20% to 40% of the Net Asset Value on deposit with the FCM is expected to be
committed to margin to hold positions taken by the CTA for the account of the
Partnership.
(c) COMMODITY POOL OPERATOR AND FUTURES COMMISSION MERCHANT NAMES AND
PRINCIPALS. Ashley Capital Management, Inc. 5914 N. 300 West, P.O. Box C,
Fremont, IN 46737 (260) 833-1306 will serve as the Commodity Pool Operator
("CPO") of the Partnership and will be paid a fixed amount for brokerage
commissions of eleven percent (11%) per year, payable monthly by the
Partnership, for introducing domestic trades through Man Financial, Inc., the
futures commission merchant (the "FCM"). The Partnership will pay actual
commissions charged by the FCM for trades made on foreign exchanges or
forward markets, if any. The CPO will pay the round-turn brokerage
commissions, pit brokerage and other clearing expenses to the FCM, which will
act in the normal capacity as a futures commission merchant and will hold the
equity assigned by the General Partner for trading and will clear the trades
entered by the CTA pursuant to the power of attorney granted by the General
Partner to the CTA to trade on behalf of the Partnership. The General
Partner has the right pursuant to this Agreement to change the FCM at their
sole discretion subject only to notices of such change to the Partners as are
required by law.
2.3 MATERIAL ADMINISTRATIVE AND/OR CIVIL ACTIONS. There have been no
material administrative, civil or criminal actions against Ashley or Mr.
Pacult (who are the general partners and Commodity Pool Operators), the
Commodity Trading Advisor or any principal or any Affiliate of any of them,
pending, on appeal, or concluded, threatened or otherwise known to them,
within the five (5) years preceding the date of this Partnership Agreement.
There have been such actions against the Futures Commission Merchant that are
fully disclosed in the Prospectus but, in the opinion of the General Partner
and the FCM, are not material to the fulfillment of the clearing duties the
FCM will perform for the Partnership.
2.4 CHARACTER OF THE BUSINESS. The Partnership's business purpose is to
increase Capital through the speculative and hedge trading of futures and
options on futures. The General Partner is authorized to do any and all
things on behalf of the Partnership incident thereto or connected therewith
including, but not limited to:
(a) trade, buy, sell or otherwise acquire, hold or dispose of all forms of
investments (including tangibles and intangibles, foreign currencies,
mortgage-backed securities, money market instruments, stock and futures
options, and any other securities or items which are now, or may hereafter
be, the subject of barter or stock or futures trading), commodity futures,
and forward contracts and any rights pertaining thereto. The Partnership
shall carry on the foregoing activities through the exercise of judgment by
its General Partner and/or the Investment and/or Commodity Trading Advisors
and consultants and brokers selected by the General Partner. The General
Partner may serve as an investment or trading advisor to the Partnership for
management fees, incentive fee, reimbursement of costs and other remuneration
at the same rates charged either by independent third parties for similar
services to other partnerships or by the General Partner to others for the
same service.
(b) invest and trade, on margin or otherwise, in capital stocks, bonds,
debentures, trust receipts and other obligations, instruments or evidences of
indebtedness, gold, silver, cattle, corn, wheat, soybeans, or any other asset
for which a trading market is maintained or otherwise paid for by cash or
otherwise including, but not limited to, the right to sell short and to cover
such short sales.
(c) possess, sell, exchange, discount, transfer, mortgage, pledge, deal in,
maintain multiple accounts for, and to exercise all rights, powers,
privileges and other rights, incidental to ownership of the assets held by
the Partnership.
(d) borrow or raise monies and, from time to time without limit as to
amount, to issue, accept, endorse and execute promissory notes, draft bills
of exchange, warrants, bonds, debentures and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to secure the
payment of any thereof and the interest thereon by mortgage or pledge,
conveyance or assignment in trust of the whole or any part of the property of
the Partnership, whether at the time owned or thereafter acquired, and to
sell, pledge of otherwise dispose of such instruments issued by the
Partnership for its purposes; form and own one or more corporations to engage
in such businesses as the General Partner shall deem advisable.
(e) lend any of its properties or funds, either with or without security in
furtherance of the objects and purposes of the Partnership as the General
Partner shall deem advisable and consent.
(f) rent or own and maintain one or more offices staffed as the General
Partner shall determine and to do such other acts attendant thereto as may be
necessary or desirable.
(g) waive the sales commission to acquire investment Capital as the General
Partner, in its sole discretion, may determine.
(h) enter, make and perform all contracts, surety and guarantees as may be
necessary or advisable or incidental to the carrying out of the foregoing
objects and purposes.
2.5 ADDRESS OF PARTNERS. The General Partner's address is listed in
paragraph 2.1 hereof and the Limited Partners' addresses are on record at the
office of the General Partner to the Partnership.
2.6 TERM OF PARTNERSHIP. The term of the Partnership shall commence on the
date of this Agreement and shall continue until dissolved or terminated
pursuant to Article IX.
2.7 REGISTRATION. The General Partner, on behalf of the Partnership, shall
have the authority, but not the obligation, to cause a Registration statement
to be filed, and such amendments thereto as the General Partner deems
advisable, with the appropriate Federal and state regulatory agencies,
including the United States Securities and Exchange Commission and the
commission of securities for registration under the securities laws of the
various states and any other jurisdiction desirable or proper to the sale of
Units to qualify for public offerings. Each of the Limited Partners hereby
confirm and ratify all action taken and things done by the General Partner
with respect to such filings and public offerings. The General Partner may
make such other arrangements for the sale of Units, including the private
placement of Units, as it deems appropriate.
ARTICLE III
Capital Contributions and Allocation of Profits and Losses
3.1 CAPITAL CONTRIBUTIONS OF LIMITED PARTNERS.
(a) Each Limited Partner has delivered to the Partnership an executed
Subscription which has been accepted by the General Partner on behalf of the
Partnership, an Amended Certificate of Limited Partnership, and a check in
the amount of his Capital Subscription. The Partnership shall use the funds
thus contributed solely to pay, sales commissions, Expenses, Organization
Costs and to otherwise make the payments required to be made by the
Partnership to engage in active trading and to pay the management fees, if
any, and, from profits, the incentive fees and distributions to Partners
Capital Accounts.
(b) The General Partner has filed a Form S-1 to qualify the Partnership
Units for public sale. Except for payment of Partnership expenses from
Capital as provided by this Agreement, there will be no required contribution
or assessments of the Limited Partners.
3.2 CAPITAL CONTRIBUTIONS OF GENERAL PARTNER.
(a) The General Partner has not made and shall not be required to make any
capital contribution to the Partnership except for purchases that are
required by law. The General Partner shall use its best efforts to maintain
its status as a partnership for tax purposes.
(b) Partnership interests shall be evidenced by Units. The General Partner,
on behalf of the Partnership, may, in accordance with applicable law and the
Offering Memorandum of the Partnership, issue Units to persons desiring to
become Limited Partners. A Partner shall contribute an amount equal to the
Net Asset Value of a Unit calculated as of the end of the last business day
of the previous month, plus the sales commission, if any, on the Valuation
Date. The General Partner will have five (5) days to review the Partner's
subscription, and the Partner will have five (5) days to rescind his
subscription, after which time period all subscriptions will be irrevocable,
subject to any applicable law which may extend the Partner's rescission
period. The General Partner and Affiliates of the General Partner may
purchase Limited Partnership Units with the same rights as other Limited
Partners.
(c) All subscriptions for Units made pursuant to the offering of the Units
must be on the form provided with the Prospectus. The partnership has offered
$15,000,000 Units (the "Maximum") for sale and has reserved the right to
increase this Maximum. Ashley maintains an escrow account to continuously
accept Partners' subscriptions until such time as they are admitted into the
Partnership.
3.3 ALLOCATION OF PROFITS AND LOSSES
(a) A distribution account shall be established for each Partner that shall
include, as the initial balance thereof, each Partner's initial contribution
to the Partnership expressed in total dollars and Units purchased. As of the
close of business each month, allocations shall be made as follows:
(i) The Incentive Fee. The incentive fee upon New Net Profit at the rate of
twenty-five percent (25%), or such other rate as may be established pursuant
to 1.2(h), shall be paid quarterly to the CTA but allocated to the Partners
monthly.
(ii) The Profit (Loss) Attributable to Units shall be added to (subtracted
from) the distribution accounts of the Partners. Items of income, gain or
loss, accrued and paid Expenses shall be added to (subtracted from) the
distribution account of each Partner in accordance with the ratio that such
distribution account bears to the sum of all of the Partners' distribution
accounts.
(iii) The amount of any cash distributions to a Partner during such month
and any amount paid upon Redemption of Units as of the end of such month
shall be subtracted from the distribution account of such Partner.
(iv) The distribution account of any Unit that was redeemed shall be reduced
by the Redemption Charge per Unit multiplied by the number of Units that were
redeemed by the Partner represented by such distribution account. The
Redemption Charge, if any, shall be first used to defray expenses and any
excess treated as interest earned by the Fund; provided, however, Partners
admitted after the date of this Agreement will not be charged a Redemption
Charge.
ARTICLE IV
Rights and Obligations of the General Partner
4.1 GENERAL. The General Partner shall have full, exclusive and complete
discretion in the management and control of the affairs of the Partnership to
the best of its ability and shall use its best efforts to carry out the
purposes of the Partnership set forth in Article II. In connection
therewith, it shall have all powers of a general partner under the Act,
including, without limitation, the power to:
(a) enter, execute and maintain contracts, agreements and any or all other
instruments, and to do and perform all such things, as may be required or
desirable in furtherance of Partnership purposes or necessary or appropriate
to the conduct of Partnership activities including, but not limited to,
contracts with third parties for:
(i) brokerage services on behalf of the Partnership (which brokerage
services may be performed by the General Partner or an Affiliate of the
General Partner), or any successor to its business, and an Affiliated
introducing broker or futures commission merchant of the General Partner may
clear the trades, in consideration of the payment of eleven percent (11%) of
the total equity placed with the Commodity Trading Advisor or advisors it
selects, and will cause and pay for the domestic trades to be cleared through
one or more futures commission merchants selected by the General Partner;
(ii) trading advisory services relating to the purchase and sale of all
stocks, options, commodity futures contracts, commodity options and contracts
for forward delivery of foreign currencies on behalf of the Partnership
(which advisory services may be performed by the General Partner or an
Affiliate of the General Partner); and
(iii) rent, salaries, computer, accounting, legal and other services
attendant to the maintenance of the Fund.
(b) open and maintain bank accounts on behalf of the Partnership with banks
and money market funds.
(c) deposit, withdraw, pay, retain and distribute the Partnership's funds in
any manner consistent with the provisions of this Agreement.
(d) supervise the preparation and filing of all documentation required by
law including, but not limited to, Registration Statements to be filed with
Federal and state agencies.
(e) pay or authorize the payment of distributions to the Partners and pay
Expenses of the Partnership.
(f) invest or direct the investment of funds of the Partnership not
involving the purchases or sale of stocks, futures contracts, options, and
contracts for forward delivery of foreign currencies.
(g) purchase, at the expense of the Partnership, liability and other
insurance to protect the Partnership's proprieties and business.
(h) borrow money from banks and other lenders for Partnership purposes, and
may pledge any or all of the Partnership's assets for such loans. No bank or
other lender to which application is made for a loan by the lender to which
application is made for a loan by the General Partner shall be required to
inquire as to the purposes for which such loan is sought and, as between the
Partnership and such bank or other lender, it shall be conclusively presumed
that the proceeds of such loan are to be and will be used for the purposes
authorized under this Agreement.
(i) confess judgment for and against the Partnership and control any matters
affecting the rights and obligations of the Partnership, including the
employment of attorneys, in the conduct of litigation and otherwise incur
legal expenses and costs of consultation, settlement of claims, and
litigation against or on behalf of the Partnership.
4.2 LOANS BY GENERAL PARTNER. The General Partner or its Affiliates will be
not be required to advance or loan funds to the Partnership. In the event
the General Partner makes any advance or loan to the Partnership, the General
Partner will not receive interest in excess of its interest costs, nor will
the General Partner receive interest in excess of the amounts which would be
charged the Partnership (without reference to the General Partner's financial
abilities or guarantees) by unrelated banks on comparable loans for the same
purpose and the General Partner shall not receive points or other financing
charges or fees regardless of the amount.
4.3 TRANSACTION WITH PARTNERSHIP. Notwithstanding anything to the contrary
which may be contained herein, the General Partner shall not:
(a) sell, or otherwise dispose of, any of the Partnership's assets to the
General Partner or its Affiliates.
(b) subject to the provisions regarding and without diminishment of the
right of the General Partner or any Affiliate to compensation for services
provided to the Partnership as set forth in this Agreement, cause or permit
the Partnership to enter any agreement with the General Partner or an
Affiliate which is not in the best interest of and for the benefit of the
Partnership or which would be in contravention of the General Partner's
fiduciary obligations to the Partnership or pursuant to which the General
Partner or any Affiliate;
(i) would provide or sell any services, equipment, or supplies at other than
rates charged to others; or
(ii) would receive from the Partnership, Units of Partnership interest in
consideration for services rendered.
4.4 OBLIGATIONS OF GENERAL PARTNER. In addition to the obligations provided
by law or this Agreement, the General Partner shall:
(a) Devote such of its time to the business and affairs of the Partnership
as it shall, in its discretion exercised in good faith, determine to be
necessary to conduct the business and affairs of the Partnership for the
benefit of the Partnership and the Limited Partners.
(b) Execute, file, record and/or publish all certificates, statements and
other documents and do any and all other things as may be appropriate for the
formation , qualification and operation of the Partnership and for the
conduct of its business in all appropriate jurisdictions including, but not
limited to, the compliance, at its expense, with all laws related to its
qualification to serve as the commodity pool operator of the Fund.
(c) Retain independent public accountants to audit the accounts of the
Partnership.
(d) Employ attorneys to represent the Partnership.
(e) Use its best efforts to maintain the status of the Partnership as a
partnership for United States Federal income tax purposes.
(f) Employ only CTAs which are registered pursuant to the Commodity Exchange
Act to conduct trading and to otherwise establish and monitor the trading
policies of the Partnership; and the activities of the partnership's trading
advisor(s) in carrying out those policies.
(g) Have fiduciary responsibility for the safekeeping and use of all funds
and assets of the Partnership, whether or not in the General Partner's
immediate possession or control, and the General Partner will not employ or
permit others to employ such funds or assets in any manner except for the
benefit of the Partnership.
(h) Agree that if it becomes the sole General Partner of the Partnership, it
will use its best efforts to maintain the Partnership as a limited
partnership as required by all applicable laws. Mr. Pacult intends to resign
as a general partner. Before Mr. Pacult resigns, Ashley will secure an
opinion of counsel to the effect that sufficient IRS elements exist to permit
the Partnership to continue to be taxed as a partnership and not as a
corporation. A letter of credit may be included. The requirements of this
subparagraph (i) may be modified if the General Partner obtains an opinion of
counsel for the Partnership to effect that a proposed modification will not
(1) adversely affect the classification of the Partnership as a partnership
for Federal income tax purposes; (2) will not adversely affect the status of
the Limited Partners as limited partners under the Act.
(i) Maintain a current list of the name, address, and number of Units owned
by each Limited Partner at the General Partner's principal office. Such list
shall be disclosed to any Partner or their representative at reasonable
times, upon request, either in person or by mail, upon payment, in advance,
of the reasonable cost of reproduction and mailing. The Partners and their
representatives shall be permitted access to all other records of the
Partnership, after adequate notice, at any reasonable time, at the offices of
the Partnership. The General Partner shall maintain and preserve such
records for a period of not less than six (6) years.
4.5 GENERAL PROHIBITIONS. The Partnership shall not:
(a) borrow from or loan to any person, except that the foregoing is not
intended to prohibit the incurring of any indebtedness to a Partner or an
Affiliate with respect to the offering of Units for sale, Registration, or
initiation and maintenance of the Partnership's trading positions.
(b) commingle its assets with those of any other person, except to the
extent permitted under the Securities and Exchange Act or the Commodity
Exchange Act and the regulations promulgated under each.
(c) permit rebates or give-ups to be received by the General Partner or any
Affiliate of the General Partner, or permit the General Partner or any
Affiliate of the General Partner to engage in reciprocal business
arrangements which would circumvent the foregoing prohibition; provided,
however, that an Affiliate or the General Partner may provide goods or
services, including brokerage, at a competitive cost to the Partnership.
(d) engage in the pyramiding of its positions (i.e., the use of unrealized
profits on existing positions to provide margins for additional positions in
the same or a related stock or commodity); provided, however, that there may
be taken into account the Partnership's open trade equity on existing
positions in determining whether to acquire additional unrelated stock or
commodity positions.
(e) margins of all open positions in all stocks and commodities combined
would exceed 250% of the partnership's Net Asset Value at the time such
position would otherwise be initiated.
(f) permit churning of the Partnership's trading account for the purpose of
generating brokerage commissions to any person.
(g) directly or indirectly pay or award any finder's fees, commissions or
other compensation to any persons engaged by a potential limited partner for
independent investment advice as an inducement to such advisor to advise the
potential limited partner to purchase Units in the Partnership without the
knowledge of such potential limited partner.
(h) No Partnership funds will be held outside the United States. The
Partnership funds committed to trading will be on deposit with and under the
control of a futures commission merchant regulated pursuant to the Commodity
Exchange Act, as may be amended, from time to time. The funds not committed
to trading will be in investments that are properly registered under the
United States securities or other financial institution regulations.
(i) The CTA may not receive a management fee pursuant to the terms of this
Partnership Agreement if it shares or participates, directly or indirectly,
in any commodity brokerage commissions generated by the Partnership.
4.6 FEES AND EXPENSES.
(a) The Partnership shall pay all Organization Costs and offering Expenses
incurred in the creation of the Partnership and sale of Units. The foregoing
expenses may be paid directly by the Partnership or may be reimbursed by the
Partnership to the General Partner or an Affiliate of the General Partner.
Notwithstanding the foregoing, in no event will reimbursement by the
Partnership to the General Partner for Organization Costs and offering
Expenses charged to the Partnership exceed an amount equal to 15% of the
gross proceeds from the sale of Units. Organization Costs and Offering
Expenses shall mean those Expenses incurred in connection with the formation,
qualification and Registration of the Partnership and in distributing and
processing the Units under applicable Federal and state law, sales
commissions, and any other expenses such as: (i) registration fees, filing
fees and taxes; (ii) the costs of qualifying, printing, amending,
supplementing, mailing and distributing, including publication by website,
the Registration Statement and Prospectus; (iii) the costs of qualifying,
printing, amending, supplementing, publication by website, mailing and
distributing sales materials used in connection with the issuance of the
Units; (iv) salaries of officers and employees of the General Partner and any
Affiliate of the General Partner while directly engaged in distributing and
processing the Units and establishing its records; (v) rent, travel,
remuneration of personnel, telegraph, telephone and other expenses in
connection with the offering of the Units; (vi) accounting, auditing, and
legal fees incurred in connection therewith; and (vii) any extraordinary
expenses related thereto. Organization Costs and Offering Expenses do not
include salaries, rent, travel, expenses and other items of General Partner
overhead.
(b) All operating expenses of the Partnership shall be billed directly to
and paid by the Partnership.
(c) The General Partner or any Affiliate of the General Partner may be
reimbursed for the actual costs of any Expense including, but not limited to,
legal, accounting and auditing services used for or by the Partnership, as
well as printing and filing fees and extraordinary expenses incurred for or
by the Partnership; provided, however, the limitations of contained in
Article X - Exoneration and Indemnification contained in this Agreement will
apply to restrict the purchase of certain insurance coverage and the
assumption of the defense of certain claims.
(d) The General Partner may establish its compensation, from time to time,
for its services; provided, however, such charges shall be no more than:
(i) A sales commission of up to six percent (6%) to be established, from
time to time, by the General Partner, for sales of Units;
(ii) A management fee of one half of one percent (1/2 of 1%) per month (6%
per year) of the Net Asset Value of the Partnership, computed and paid to
the General Partner and/or non-affiliated independent investment or trading
advisor on the close of business on the last day of each month;
(iii) An incentive fee, paid quarterly, of up to fifteen percent (15%) of
the first one hundred percent (100%) of New Net Profit, or less earned upon
Capital, and prorated to consider the date of deposit of such Capital to the
Partnership each year. The incentive fee may be increased up to 27%,
provided that the management fee is correspondingly reduced to 0%. Each
trading sub-account established by the General Partner shall be considered
separately for purposes of incentive fee. The incentive fee will be non-
refundable; i.e., in the event that the Partnership earns substantial New Net
Profit during the first month of any year and, thereafter, suffers losses,
the General Partner will not refund any of the profit incentive fee paid for
the prior month or months. However, the Partnership will not pay or accrue
to the General Partner any further incentive fee during that year until such
time as the New Net Profit, when added to Net Asset Value, after additions,
deductions of Redemptions and distributions, exceeds the highest Net Asset
Value, computed for that year; i.e., incentive fees will only be earned and
paid or accrued upon New Net Profit for that year; and
(iv) A share of the brokerage commissions paid for trades made by the
Partnership.
(e) The General Partner is hereby authorized to employ brokers, attorneys,
accountants, consultants, and administrative personnel who may be Affiliated
with the General partner to perform Partnership business at the expense of
the Partnership. Ashley has advanced the initial offering and organizational
expenses. The offering expenses were reimbursed by the Partnership
immediately upon the Initial Closing and the organizational expenses are
being repaid to the corporate General Partner monthly.
(f) The General Partner is hereby authorized, individually or through an
Affiliate, to employ non-affiliated independent investment and trading
advisors to trade the assets of all or a portion of the Fund to be paid (i)
an annual management fee not to exceed six percent (6%) of the assigned
trading equity when combined with the General Partner's management fee, if
any; and, (ii) an incentive fee of up to fifteen percent (15%) on New Net
Profit earned by such advisor, which may be increased by 2% for each 1%
reduction of management fee from 6% or decreased pursuant to the terms of
this Agreement. All incentive fees may be prorated monthly but must be paid
quarterly.
4.7 ACTIVITIES OF PARTNERS.
(a) The General Partner and its Affiliates shall devote to the Partnership
only such time as shall be reasonably required to fulfill their
responsibilities hereunder.
(b) Any Partner may, notwithstanding the existence of this Agreement, engage
in whatever other activities they may choose, whether the same be competitive
with the Partnership or otherwise, without having or incurring any obligation
or conflict of interest in such activities with the Partnership or to any
party hereto. The Partners are specifically authorized to deal with other
partnerships and to acquire interests in positions and trading without having
to offer participation therein to the Partnership or the other Partners.
Neither this Agreement nor any activities undertaken pursuant hereto shall
prevent any Partner, including the General Partner and its Affiliates and
their officers, directors and employees, from engaging in the trading
contemplated by this Partnership individually, jointly with others, or as a
part of any other association to which any of them are or may become parties,
in the same trades as the Partnership, or require any of them to permit the
Partnership, the General Partner or any other Partner to participate in any
of the foregoing. As a material part of the consideration for each party's
execution hereof, each Partner hereby waives, relinquishes and renounces any
such right or claim of conflict of interest and participation from any other
Partner.
(c) Ashley is a corporation which was formed on October 15, 1996, and prior
to that date, it didn't have any experience in the management of a
partnership which trades commodity futures or options, or any other
securities; however, on the date of this Agreement, Ashley has over four
years of successful operation of this Fund. In addition, Mr. Pacult, has
been engaged in supervision of individual managed commodity accounts for over
24 years and has managed one other commodity pool. The past and future
results of trading by the principals of the General Partner, both within and
without the partnership, will be confidential and not disclosed to the other
Partners. Such positions taken by the principals may be the same as or
different from any positions taken by the General Partner or any advisor to
the Fund. Nothing in this Section, or elsewhere in this Partnership
Agreement, shall permit the General Partner to violate their fiduciary or
legal obligations to the Partnership.
4.8 CONFLICTS OF INTEREST. Significant actual and potential conflicts of
interest exist in the structure and operation of the Partnership. The
General Partner has used its best efforts to identify and describe all
potential conflicts of interest that may be present under this heading and
elsewhere in the Partnership's Prospectus and the Exhibits attached thereto.
Prospective investors should consider that the General Partner intends to
assert that Partners have, by subscribing to the Partnership, consented to
the existence of such potential conflicts of interest as are described in
this Agreement and the Prospectus and its Exhibits, in the event of any claim
or other proceeding against the General Partner, any principal of the General
Partner, the CTA, any Principal of the CTA, the Partnership's FCM, or any
principal of the FCM or any principal or any Affiliate of any of them
alleging that such conflicts violated any duty owed by any of them to said
subscriber. Specifically, the Partnership is selling its Units issuer direct
and, therefore, absent the selection of non-Affiliated Selling Agents, no
independent due diligence of the Partnership or the General Partner will be
made by a National Association of Securities Dealers, Inc. member.
(a) MANAGEMENT OF OTHER EQUITY AND FOR THEIR OWN ACCOUNTS BY THE GENERAL
PARTNER, THE CTAs, AND THEIR PRINCIPALS. The right of both Mr. Pacult, in
any capacity, and Ashley to manage and the actual management by the CTA of
accounts they or their Affiliates own or control and other commodity accounts
and pools presents the potential for conflicts of interest. There is no
limitation upon the right of Mr. Pacult, Ashley, the CTA, or any of their
Affiliates to engage in trading commodities for their own account. It is
possible for these persons to take their positions in their personal accounts
prior to the orders they know they are going to place for the money they
manage for others. The General Partner will obtain representations from all
of these persons and their Affiliates that no such prior orders will be
entered for their personal accounts. The Partnership's CTA will be effecting
trades for its own accounts and for others (including other commodity pools
in competition with this Pool) on a discretionary basis. It is possible that
positions taken by the CTA for other accounts may be taken ahead of or
opposite positions taken on behalf of the Partnership. Conflicts may arise
as a result of the involvement of Mr. Pacult in the management of Bromwell
Financial Fund, L. P. and Providence Select Fund, L. P. and other conflicts
could arise should either Ashley or he exercise their right to form other
commodity pools in the future. Conflicts could also arise because the CTA
may have financial incentives to favor other accounts over the Partnership.
In the event Mr. Pacult, Ashley or the CTA, or any of their principals trade
for their own account, such trading records shall not be made available for
inspection by the Partners. Ashley does not presently intend to engage in
trading for its own account; however, Mr. Pacult reserves the right to trade
for his own account. The CTA also reserves the right to trade for its own
account and other public and private commodity pools in competition with the
Fund. Any trading for their personal accounts or other commodity pools by
the General Partner, any Commodity Trading Advisor selected to trade for the
Partnership or any of their principals could present a conflict of interest
in regard to position limits, timing of the taking of positions or other
similar conflicts. The result to the Partnership could be a reduction in the
potential for profit should the entry or exit of positions be at unfavorable
prices by virtue of position limits or entry of other trades in front of the
Partnership trades by the General Partner or CTA responsible for the
management of the Partnership.
(b) POSSIBLE RETENTION OF VOTING CONTROL BY THE GENERAL PARTNER. There is
no limit upon the number of Units in the Partnership the General Partner and
its principal and Affiliates may purchase. It will be possible for them to
vote, individually or as a block, to create a conflict with the best
interests of the Partnership, in regard to the selection of Commodity Trading
Advisors which do not trade frequently to protect the eleven percent (11%)
fixed commission paid by the Partnership to the Corporate General Partner.
(c) GENERAL PARTNER TO REMAIN AGAINST POSSIBLE BEST INTEREST OF PARTNERSHIP.
As Ashley has financial interest in the operation of the Partnership in the
form of the eleven percent (11%) fixed brokerage commission and because Mr.
Pacult serves as the other general partner and is also the sole principal of
Ashley, the other general partner, it is unlikely that either general partner
would voluntarily resign, even if such resignation would be in the best
interest of the Partnership.
(d) FEES AND CHARGES TO THE PARTNERSHIP PAID TO GENERAL PARTNER NOT
NEGOTIATED. The fixed commission of eleven percent (11%) per year for
domestic trades entered by the CTA in lieu of round-turn brokerage
commissions, payable to Ashley that is Affiliated with Mr. Pacult, has not
been negotiated at arm's length. The General Partner has a conflict of
interest between its responsibility to manage the Partnership for the benefit
of the Limited Partners and its interest in receiving the difference between
the fixed commission charged the Partnership and the actual transaction costs
incurred by the FCM as a result of the frequency of trades entered by the
CTA. See "Charges to the Partnership" in the Partnership's Prospectus. The
General Partner will select the CTAs to manage the Partnership assets and the
CTAs determine the frequency of trading. Because the General Partner will
receive the difference between the brokerage commissions and other costs
which will be paid on behalf of the Partnership and the fixed commission, the
General Partner's best interests are served if it selects trading advisors
which will trade the Partnership's Net Assets assigned to them in a way to
minimize the frequency of trades to maximize the difference between the fixed
commission and the round-turn commissions for domestic trades and other costs
to trade charged by the FCM; i.e., it is in the best interest of the General
Partner to reduce the frequency of trading rather than concentrate on the
expected profitability of the CTAs without regard to frequency of trades.
This conflict is offset by the fact the General Partner does not select any
of the trades and the CTA is paid an incentive of 25% of New Net Profits.
The arrangements between the General Partner and the Partnership with respect
to the payment of the commissions are consistent in cost with arrangements
other comparable commodity pools have made to clear their trades. These
arrangements are fair to the Partnership and its investors because the
General Partner has assumed the risk of frequency of trading, up to a maximum
of three times the normal rate by the CTA. Also, the 11% annual fixed
commission that the partnership pays to clear its trades plus actual costs
for foreign markets, if any, is less than the presumptive fair and reasonable
limit provided by the guidelines of the North American Securities
Administrators Association
(e) CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE. Certain actual and
potential conflicts of interest do exist in the structure and operation of
the Partnership which must be considered by investors before they purchase
Units in the Partnership. See "Risk Factors", and "Conflicts of Interest" in
the Partnership's Prospectus. In addition, the Partnership is selling its
Units issuer direct and, therefore, no independent due diligence of the
offering will be conducted for the protection of the investors. The General
Partner has taken steps to insure that the Partnership equity is held in
segregated accounts at the banks and the futures commission merchant selected
and has otherwise assured the Partnership that all money on deposit is in the
name of and for the beneficial use of the Partnership.
(f) GENERAL PARTNER TO DISCOURAGE REDEMPTIONS. The General Partner has an
incentive to withhold distributions and to discourage Redemption because
Ashley receives compensation based on the Net Asset Value of the Partnership
assigned to the CTAs to trade.
(g) HIGH RISK TRADING BY THE CTAs TO GENERATE INCENTIVE FEES. As a general
rule, the greater the risk assumed, the greater the potential for profit.
Because the CTA is compensated by the General Partner based on a percentage
of the New Net Profit of the Partnership, it is possible that the CTA will
select trades which are otherwise too risky for the Partnership to assume to
earn the percentage incentive fee on the profit should that ill-advised
speculative trade prove to be profitable.
(h) NO RESOLUTION OF CONFLICTS PROCEDURES. As is typical in many futures
partnerships, the General Partner has not established formal procedures, and
none are expected to be established in the future, to resolve the potential
conflicts of interest which may arise. It will be extremely difficult, if
not impossible, for the General Partner to assure that these and future
potential conflicts will not, in fact, result in adverse consequences to the
Partnership or the Limited Partners. The foregoing list of risk factors and
conflicts of interest is complete as of the date of this Prospectus, however,
additional risks and conflicts may occur which are not presently foreseen by
the General Partner. Investors are not to construe this Prospectus as legal
or tax advice. Before determining to invest in the Units, potential
investors should read this entire Agreement as well as the Partnership's
Prospectus and the subscription agreement, and consult with their own
personal legal, tax, and other professional advisors as to the legal, tax,
and economic aspects of a purchase of Units and the suitability of such
purchase for them. See "Investor Suitability" in the Partnership's
Prospectus.
(i) INTERESTS OF NAMED EXPERTS AND COUNSEL. The General Partner has
employed The Scott Law Firm, P.A. to prepare this Prospectus, provide certain
tax advice and opine upon the legality of the issuance of the Units. Neither
the Law Firm nor its principal, nor any accountant or other expert employed
by the General Partner to render advice in connection with the preparation of
the Prospectus or any documents attendant thereto, have been retained on a
contingent fee basis nor do they have any present interest or future
expectation of ownership in the Partnership or its General Partner or the
Underwriter or the CTAs or the IB or the FCM.
4.9 LIMITATION OF POWERS. Without concurrence of a Majority in Interest,
the General Partner may not:
(a) Amend this Agreement except for those amendments that are specifically
authorized by this Agreement or do not adversely affect the rights of the
Limited Partners.
(b) Voluntarily withdraw as a General Partner other than upon 120 days
notice.
(c) Appoint a new General Partner or additional general partners; provided,
however, additional general partners may be appointed without obtaining the
consent of a Majority in Interest if the addition of such person is necessary
to preserve the tax status of the Partnership as a partnership and not as a
corporation; and the admission of such additional general partner does not
materially adversely affect the Limited Partners.
(d) Sell all or substantially all of the Partnership assets other than in
the ordinary course of business.
(e) Cause the merger or other reorganization of the Partnership.
(f) Dissolve the Partnership other than because of an event, which by law,
requires such dissolution.
ARTICLE V
Rights and Obligations of Limited Partners
5.1 LIMITATION OF LIABILITY. No Limited Partner shall be personally liable
for any of the debts of the Partnership or any of the losses thereof.
However, the amount committed by him to the Capital of the Partnership and
his interest in Partnership assets shall be subject to liability for
Partnership debts and obligations. Limited Partners may be liable to repay
any wrongful distribution of profits to them and may be liable for
distributions (with interest thereon) considered to be a return of Capital if
necessary to satisfy creditors of the Partnership.
5.2 NO MANAGEMENT RIGHTS. No Limited Partner shall take part in the
management of the business of the Partnership or transact any business for
the Partnership. No Limited Partner, as such, shall have the power to sign
for or to bind the Partnership.
5.3 CERTAIN RIGHTS. Provided the following, does not either (i) subject the
Limited Partners to unlimited liability or (ii) subject the Partnership to be
taxable as a Corporation for purposes of Federal Income tax laws, the
Partners, by a vote of a Majority in Interest, without the necessity for
concurrence by the General Partner, shall have the following rights in
addition to those granted elsewhere in this Agreement:
(a) Amend the 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 the consent of a majority
of the Limited Partners.
(b) The General Partner may be removed and a new General Partner elected in
accordance with the terms of this Agreement.
(c) Cancel 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.
(d) 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.
(e) Dissolve the Partnership.
(f) Any material changes in the Partnership's basic investment policies
identified in Article III including, but not limited to, the speculation and
trade in commodity futures, forward futures contracts, and options upon those
contracts both within and without the United States or the structure of the
Partnership as a limited partnership requires prior written notification of a
meetings which identifies the purpose of the meeting and the approval by a
vote of the Majority in Interest of the Partners.
5.4 GENERAL PARTNER ACTION WITHOUT LIMITED PARTNER APPROVAL.
Notwithstanding anything in this Agreement, particularly section 5.3, to the
contrary, the General Partner may amend this Agreement without any vote,
consent, approval, authorization or other action of any other Partner and
without notice to any other Partner to:
(a) add to the representations, duties or obligations of the General Partner
or its Affiliates or surrender any right or power granted to the General
Partner or its Affiliates in this Agreement for the benefit of the Limited
Partners;
(b) cure any ambiguity, correct or supplement any provision in this
Agreement which may be inconsistent with any other provision in this
Agreement, or make any other provisions with respect to matters or questions
arising under this Agreement which will not be inconsistent with the intent
of this Agreement;
(c) delete or add any provision of this Agreement required to be so deleted
or added by the staff of the Securities and Exchange Commission, or by a
state securities law administrator or similar such official, which addition
or deletion is deemed by such official to be for the benefit or protection of
the Limited Partner or does not have a material adverse effect on the Limited
Partners generally or the Partnership;
(d) reflect the withdrawal, expulsion, addition or substitution of Partners;
(e) reflect the proposal, promulgation or amendment of Regulations under
Code section 704, or otherwise, to preserve the uniformity of interest in the
Partnership issued or sold from time to time, if, in the opinion of the
General Partner, the amendment does not have a material adverse effect on the
Limited Partners generally;
(f) elect for the Partnership to be bound by any successor statute to the
Act, if, in the opinion of the General Partner, the amendment does not have a
material adverse effect on the Limited Partners generally;
(g) conform this Agreement to changes in the Act or interpretations thereof
which, in the exclusive desecration of the General Partner, it believe
appropriate, necessary or desirable, if, in the General Partner's reasonable
opinion, such amendment does not have a materially adverse effect on the
Limited Partners generally or the Partnership;
(h) change the name of the Partnership;
(i) conform the provisions of this Agreement to any applicable requirements
of Federal of state law which, in the exclusive discretion of the General
Partner, it believes appropriate, necessary or desirable, if, in the General
Partner's reasonable opinion, such amendment does not have a material adverse
effect on the Limited Partners generally or the Partnership; and
(j) make any change which, in the exclusive discretion of the General
Partner, is advisable to qualify or to continue the qualification of the
Partnership as a limited partnership or a partnership in which the Limited
Partners have limited liability under the laws of any state or that is
necessary or advisable, in the exclusive discretion of the General Partner,
so that the Partnership will not be treated as an association taxable as a
corporation for Federal income tax purposes.
5.5 EXPULSION OF LIMITED PARTNERS. Anything herein to the contrary
notwithstanding,
(a) no Partner, including any corporation, partnership, trust or other
entity may, at any time, have an ownership percentage of ten percent or more
of the aggregate ownership percentages of the Limited Partners. If, at any
time, the General Partner determines that any Limited Partner has an
ownership percentage of ten percent or more, the Partnership, in the General
Partner's exclusive discretion, may cause a Redemption by that Limited
Partner of the number of Units necessary or advisable to reduce that Limited
Partner's ownership percentage to less than ten percent. The Redemption
shall be effective as of the next Valuation Date or such other Valuation
Date, at the discretion of the General Partner.
(b) the General Partner has the right, in its sole discretion, to raise or
lower the minimum investment in the Partnership required for the admission or
retention of Units in the Partnership by a Partner; however such minimum
investment may not be lowered below $5,000. In the event the General Partner
does raise the minimum investment in the Partnership to an amount in excess
of any Partners Capital account, the Partnership shall provide notice to the
Partner of such event and allow the Partner 30 days to raise the Capital
account for that Partner to such raised amount, or more. In the event the
Partner does not so raise his Capital account to such minimum amount, the
Partner shall be deemed to have elected to withdraw from the Partnership and
all of his Units shall be redeemed at the next redemption date as provided in
this Agreement.
(c) notwithstanding the foregoing, the General Partner, at its sole
discretion, may expel any Partner at anytime, by causing the redemption of
that Partner's Units as of the next Valuation Date, or such other Valuation
Date as the General Partner may determine.
5.6 NOTIFICATION. Notice shall be sent to each Partner within seven
business days from the date of:
(a) any decline in the Net Unit Value to less than 50% of the Net Asset
Value on the last Valuation Date;
(b) any material change in contracts with the FCM or CTA including, but not
limited to, any change in CTAs or any modification in connection with the
method of calculating the incentive fee;
(c) any other material change affecting the compensation of the General
Partner, FCM, CTA or any Affiliated party;
5.7 NOTIFICATION CONTENTS.
(a) a material change related to brokerage commissions shall not be made
until notice is given and the Partners, after such notice, have the
opportunity to Redeem pursuant to Article IX;
(b) in addition, in regard to all other changes, the required notification
shall describe the change in detail, include a description of the Partners'
Redemption rights pursuant to Article IX and voting rights pursuant to this
Article V and a description of any material effect such changes may have on
the interests of the Partners.
5.8 EXERCISE OF RIGHTS. Upon receipt of a written request, executed by the
holders of Units aggregating ten percent (10%) or more of the Units, for a
vote upon and to take action with respect to any rights of the Partners under
this Agreement, the General Partner shall call a meeting of all Partners of
the Partnership in the time and manner as provided in Section 8.7 hereof.
The General Partner will assume the cost for distribution of the request for
the meeting.
5.9 EXAMINATION OF BOOKS AND RECORDS. A Limited Partner shall have the
right to examine the books and records of the Partnership at all reasonable
times, including the right to have such examination conducted at his sole
expense by any reasonable number of representatives. Notwithstanding the
foregoing, the General Partner may keep and withhold the names of the other
Partners, specific trading and other designed information confidential from
the Partners.
ARTICLE VI
Assignment of Limited Partnership Units;
Admission of Limited Partners
6.1 RESTRICTION ON ASSIGNMENT. A Partner may not assign or transfer some or
all of his Units in the Partnership without the written consent of the
General Partner; provided, however, that in no event may an assignment be
made or permitted until after six months from the date of purchase of such
assigned or transferred Units(s) by said Partner; and, provided, further,
that full Units must be assigned and the assignor, if he is not assigning all
of his Units, will retain more than five Units. Any such assignment shall be
subject to all applicable securities, commodity, and tax laws and the
regulations promulgated under each such law. The General Partner shall
review any proposed assignment and shall withhold its consent in the event it
determines, in its sole discretion, that such assignment could have an
adverse effect on the business activities or the legal or tax status of the
Partnership.
6.2 QUALIFIED PLAN RESTRICTIONS. In no event shall a Partner be entitled to
transfer all or part of a Partnership interest if, under applicable United
States Department of Labor law or regulations, such transfer would result in
a violation of such law or regulations.
6.3 DOCUMENTATION OF ASSIGNMENT. The General Partner shall furnish to the
assigning Limited partner a proper form to duly effect such assignment. The
General Partner shall not be required to recognize any assignment and shall
not be liable to the assignee for any distributions made to the assigning
Limited Partner until the General Partner has received such form of
assignment, properly executed with signature guaranteed, together with the
Certificate of Ownership originally issued to the Limited Partner (or an
indemnity bond in lieu therefor) and such evidence of authority as the
General Partner may reasonably request and the General Partner shall have
accepted such assignment.
ARTICLE VII
Accounting Records, Reports and Distributions
7.1 DISTRIBUTIONS. Each Partner will have a Capital account, and its
initial balance will be the amount the Partner paid for the Partner's Units.
The Net Assets of the Partnership will be determined monthly, and any
increase or decrease from the end of the preceding month will be added to or
subtracted from the accounts of the Partners in the ratio that each account
bears to all accounts. Distributions from profits or Capital will be made
solely at the discretion of the General Partner.
7.2 BOOKS OF ACCOUNT. Proper books of account shall be kept and there shall
be entered therein all transactions, matters and things relating to the
Partnership's business as required by applicable law and the regulations
promulgated thereunder and as are usually entered into books of account kept
by persons engaged in business of like character. The books of account shall
be kept at the principal office of the General Partner and each Limited
Partner (or any duly constituted agent of a Limited Partner) shall have, at
all times during reasonable business hours, free access, subject to rules of
confidentiality established by the General Partner, the right to inspect and
copy the same. Such books of account shall be kept on an accrual basis. A
Capital account shall be established and maintained from each Partner, as set
forth above.
(a) Each Partner shall be furnished as of the end of each Fiscal Year with
(1) annual financial statements, audited by a certified public accountant,
within 90 days from the end of such year; together with such other reports
(in such detail) as are required to be given to Partners by applicable law,
specifically, annual and periodic reports will be supplied by the General
Partner to the other Partners in conformance with the provisions of CFTC
regulations for reporting to Pool Participants, 17 C.F.R. Section 4.22, as
amended, from time to time, and, (2) any other reports or information which
the General Partner, in its sole discretion, determines to be necessary or
appropriate.
(b) Appropriate tax information (adequate to enable each Partner to complete
and file his Federal tax return) shall be delivered to such Partner no later
than March 1 following the end of each Calendar Year.
7.3 CALCULATION OF NET ASSET VALUE. Net Asset Value shall be calculated
daily and reports delivered to Partners as of the last day of each month by
the 20th of the following month. Upon request, the General Partner shall
make available to any Partner the Net Unit Value.
7.4 MAINTENANCE OF RECORDS. The General Partner shall maintain all records
as required by law including, but not limited to, (1) all books of account
required by paragraph 7.1 of this Article VII; and, (2) a record of the
information obtained to indicate that a Partner meets the applicable investor
suitability standards.
7.5 TAX RETURNS The General Partner shall cause tax returns for the
Partnership to be prepared and timely filed with the appropriate authorities.
The General Partner shall cause the Partnership to pay any taxes payable by
the Partnership; provided, however, that the General Partner shall not be
required to cause the Partnership to pay any tax so long as the General
Partner or the Partnership shall be in good faith and by appropriate means
contesting the applicability, validity or amount thereof and such contest
shall not materially endanger any right or interest of the Partnership.
7.6 TAX ELECTIONS The General Partner shall from time to time, make such
tax elections or allocations deemed necessary or desirable to carry out the
business of the Partnership or the purposes of this Agreement. Ashley shall
be authorized to perform all duties imposed by Sections 6221 through 6232 of
the Internal Revenue Code on the General Partner as "tax matters partner" of
the Partnership, including, but not limited to, the following: (i) the power
to conduct all audits and other administrative proceedings with respect to
Partnership tax items; (ii) the power to extend the statute of limitations
for all Limited Partners with respect to Partnership tax items; (iii) the
power to file a petition with an appropriate federal court for a review of a
final Partnership administrative adjustment; and, (iv) a power of attorney on
behalf of each Limited Partner having less than a 1% interest in the
Partnership to enter a settlement with the Internal Revenue Service on behalf
of, and binding upon, those Limited Partners unless any said Limited Partner
shall have notified the Internal Revenue Service and the General Partner,
within 30 days of service of the notice of claim up said Limited Partner,
that the General Partner may not act on such Limited Partner's behalf.
ARTICLE VIII
Amendments of Partnership Agreement
8.1 RESTRICTION ON AMENDMENTS. No amendment to this Agreement shall be
effective or binding upon the partners unless the same shall have been
approved by a Majority in Interest of the Partners; provided, however, the
General Partner may adopt amendments without such approval which are, in the
sole judgment of the General Partner, deemed necessary or desirable to
maintain the business or limited partnership or other favorable tax status of
the Partnership, or permit a Public Offering of the Units, or to maintain the
Partnership and the General Partner and its principals in compliance with the
laws which govern the business, including the requirements of any self
regulatory organization, or to substitute or add persons as Limited Partners.
8.2 ADMISSION OF ADDITIONAL PARTNERS. At any time, the General Partner may,
in its sole discretion and subject to applicable law, admit additional
Partners. Each newly admitted Partner shall contribute cash equal to the Net
Unit Value of the Partnership for each Unit to be acquired. The terms of any
additional offering may be different from the terms of the initial offering.
All expenses of any such additional offering shall be borne by the either the
Partnership or the subscribers thereto, as determined in the sole discretion
of the General Partner. Pursuant to Article VI, the General Partner may
consent to and admit any assignee of Units as a substituted Partner. There
is no maximum aggregate amount of Units which may be offered and sold by the
Partnership or on the amount of contributions which may be received by the
Partnership.
8.3 TERMINATION OF OFFERINGS; ADDITIONAL OFFERINGS. Notwithstanding
anything stated herein to the contrary, the General Partner may from time to
time, in its sole discretion, limit the number of Units to be offered,
terminate any offering of Units, or register additional Units and/or make
additional public or private offerings of Units. No Limited Partner shall
have any preemptive, preferential or other rights with respect to the
issuance or sale of any additional Units. No Limited Partner shall have the
right to consent to the admission of any additional Limited Partners.
8.4 NOTICE OF RESTRICTED TRANSFER. Should the General Partner elect to
issue certificates of Limited Partnership, each certificate shall be subject
to and contain the following notice:
THESE LIMITED PARTNERSHIP INTERESTS SHALL NOT BE TRANSFERABLE BY THE
REGISTERED HOLDER EXCEPT BY CONSENT OF THE GENERAL PARTNER AND AS OTHERWISE
PROVIDED IN THE PARTNERSHIP AGREEMENT.
8.5 MEETINGS OF PARTNERS. Upon receipt of a written request, together with
the costs to distribute such request to all Partners, executed by Partners
holding ten percent (10%) or more of the Units, for the calling of a meeting
of the Partners or should the General Partner desire a meeting for any
purpose, the General Partner shall, within fifteen (15) days thereafter,
provide written notice, either in person or by certified mail, after the date
of receipt of said notice. Such written notice shall state the purpose of
the meeting, specify a reasonable time, place, and date, which shall be not
less than thirty (30) or more than sixty (60) days thereafter. An Amendment
shall be adopted and binding upon all parties hereto if a Majority in
Interest of the Partners vote for the adoption of such amendment. Partners
may vote in person or by written proxy delivered to any such meeting.
Meetings of Partners may also be held by conference telephone where all
Partners can hear one another.
8.6 RIGHT OF GENERAL PARTNER TO RESIGN. The individual General Partner, Mr.
Pacult, may resign upon one hundred twenty (120) days notice to all other
Partners. The corporate General Partner, Ashley, may resign or assign any
portion of its interest in the Partnership at anytime to a third party and
become a Limited Partner with respect to the balance of its interest in the
Partnership, if any, if it provides one hundred twenty (120) days prior
written notice to all other Partners of its intention to resign and states in
such notice the name of the intended assignee who is to become substitute
corporate General Partner and the information reasonably appropriate to
enable the Partners to decide whether or not to approve the substitution or,
in the alternative, provide that the partners must elect a successor general
partner. In the event of the voluntary withdrawal by the corporate General
Partner, the corporate General Partner shall pay the legal fees, recording
fees and all other expenses incurred as a result of its withdrawal. Upon
resignation, the corporate General Partner shall be paid the items identified
in Section 8.7 below.
8.7 AMENDMENT INVOLVING SUCCESSOR CORPORATE GENERAL PARTNER. Should a
resignation or an amendment to the Agreement provide for a change in the
general partner upon the conditions provided in this Agreement, the election
and admission of a person or persons as a successor or successors to the
corporate General Partner, shall require the following conditions: the
General Partner shall retire and withdraw as General Partner and the
Partnership business shall be continued by the successor general partner or
general partners, and such amendment shall expressly provide that on or
before the effective date of removal.
(a) The corporate General Partner shall be permitted to Redeem 100% of its
Units as of the Valuation Date following its removal or resignation in cash
equal to the Net Asset Value of such corporate General Partner's interest in
the Partnership.
(b) The Partnership shall pay to the removed corporate General Partner an
amount equal to the Appraised Value of such General Partner's assets to be
transferred to the successor General Partner to enable the successor to
continue the business of the Partnership. The Appraised Value of the
withdrawing corporate General Partner's interest in the Partnership shall
equal such General Partner's interest in the sum of (1) the Expenses advanced
by the corporate General Partner to the Partnership, (2) all cash items, (3)
all prepaid expenses and accounts receivable less a reasonable discount for
doubtful accounts, and (4) the net book value of all other assets, unless the
withdrawing General Partner of the successor corporate General Partner
believes that the net book value of an asset does not fairly represent its
fair market value in which event such corporate General Partner shall cause,
at the expense of the Partnership, an independent appraisal to be made by a
person selected by the General Partner with approval of a Majority in
Interest of the Partners to determine its value.
(c) The successor General Partner or Partners shall indemnify the former
General Partner for all future activities of the Fund.
ARTICLE IX
Dissolution, Liquidation and Redemption
9.1 DISSOLUTION. The Partnership shall be dissolved, and shall terminate
and wind-up its affairs, upon the first to occur of the following:
(a) the affirmative vote of a Majority in Interest of the Partners adopting
an amendment to this Agreement providing for the dissolution of the
Partnership;
(b) the sale, exchange, forfeiture or other disposition of all or
substantially all the properties of the Partnership out of the ordinary
course of business;
(c) the resignation of the General Partner after one hundred twenty days
notice to the Partners, of the bankruptcy, insolvency or dissolution, of the
General Partner without a successor, promptly after any such event, but in no
event beyond one hundred twenty (120) days after the effective date of such
event;
(d) at 11:59 p.m. on the day which is twenty-one (21) years from the 1st day
of February, 1998; or
(e) any event which legally dissolves the Partnership.
9.2 EFFECT OF LIMITED PARTNER STATUS. The death, legal disability,
bankruptcy, insolvency, dissolution, or withdrawal of any Limited Partner
shall not result in the dissolution or termination of the Partnership, and
such Limited Partner, his estate, custodian or personal representative shall
have no right to withdraw or value such Limited Partner's interest in the
Partnership except as provided in Paragraph 9.3. Each Limited Partner (any
assignee thereof) expressly agrees that the provisions of the Act, as
amended, titled "Powers of Legal Representative or Successor of Deceased,
Incompetent, Dissolved or Terminated Partner", shall not apply to his
interest in the Partnership and expressly waives any rights and benefits
thereunder. Each Limited Partner (and any assignee of such Partner's
interest) expressly agrees that in the event of his death, that he waives on
behalf of himself and his estate, and he directs the legal representative of
his estate and any person interested therein to waive the furnishing of any
inventory, accounting or appraisal of the assets and any right to an audit or
examination of the books of the Partnership. The General Partner may assign,
sell, or otherwise dispose of all or any portion of its shares of common
stock without any legal effect upon the operation of the Partnership and no
Limited Partner may object to any such transfer.
9.3 LIQUIDATION. Upon the termination and dissolution of the Partnership,
the General Partner (or in the event the dissolution is caused by the
dissolution or the cessation to exist as a legal entity of the General
Partner, voluntary withdrawal, bankruptcy or insolvency, such person as the
Majority in Interest of the Partners may select) shall act as liquidating
trustee and shall take full charge of the Partnership assets and liabilities.
Thereafter, the business and affairs of the Partnership shall be wound up and
all assets shall be liquidated as promptly as is consistent with obtaining
the fair value thereof, and the proceeds therefrom shall be applied and
distributed in the following order: (i) to the expenses of liquidation and
termination and to creditors, including the General Partner, in order or
priority as provided by law, and (ii) to the Partners pro rata in accordance
with his or its Capital account, less any amount owed by such Partner to the
Partnership.
9.4 RETURN OF CAPITAL CONTRIBUTION SOLELY OUT OF ASSETS. A Partner shall
look solely to the properties and assets of the Partnership for the return of
his Capital Contribution, and if the properties and assets of the Partnership
remaining after the payment or discharge of the debts and liabilities of the
Partnership are insufficient to return his Capital Contribution, he shall
have no recourse against the General Partner or any other Limited Partner for
that purpose.
9.5 REDEMPTION. A Partner (including any approved assignee who becomes a
Limited Partner) may withdraw any part or all of his Capital Contribution and
undistributed profits, if any, by requiring the Partnership to redeem any or
all of his Units at the Net Asset Value thereof (such withdrawal being herein
referred to as "Redemption"). The General Partner has the right to establish
the notice cut-off date and the Redemption effective date. Such Redemptions
shall be no less often than quarterly; provided, however, Redemption may be
deferred until after the lapse of twelve months from the date of purchase of
the Units.
9.6 REDEMPTION PROCEDURES. Redemption shall be after all liabilities,
contingent, accrued, reserved in amounts determined by the General Partner
have been deducted and there remains property of the Partnership sufficient
to pay the Net Unit Value as defined in Paragraph 1.3(b). As used herein,
"request for Redemption" shall mean a letter mailed or delivered by a Partner
and received by the General Partner no less than 10 business days prior to
the effective date for which Redemption is requested. Upon Redemption, a
Partner shall receive, on or before the last day of the following month, an
amount equal to the Net Unit Value redeemed as of the date for which the
request for Redemption was received, less accrued expenses and any amount
owed by such Partner to the Partnership. Redemption is subject to a
Redemption fee to be paid by the Partners as provided below; provided,
however, no Partner other than the initial Limited Partner, may redeem any
Units until the last day of the twelfth month after the commencement of
trading. All Redemption requests shall be subject to the following:
(a) Under special circumstances including, but not limited to, the inability
to liquidate positions as of such Redemption date or default or delay in
payments due the Partnership from banks, brokers, or other persons, the
Partnership may in turn delay payment to Partners requesting Redemption of
Units of the proportionate part of the Net Unit Value represented by the sums
which are the subject of such delay or default.
(b) The General Partner in its sole discretion may, upon notice to the
Partners, declare additional Redemption dates and may cause the Partnership
to redeem fractions of Units and, prior to registration of Units for public
sale, redeem Units held by Partners who do not hold the required minimum
amount of Units established, from time to time, by the General Partner.
(c) For Partners admitted after the date of this Agreement, there will be no
redemption charge or fee. The General Partner may withdraw from the
Partnership at any time and have return of the proceeds attributable to his
Units without any delay or payment of fees.
9.7 SPECIAL REDEMPTION. In the event the Net Unit Value falls to less than
fifty percent (50%) of the Net Asset Value established by the greater of the
initial offering price of one thousand dollars ($1,000), less commissions and
other charges, or such higher value earned after payment of the incentive fee
for the addition of profits, the General Partner shall immediately suspend
all trading, provide immediate notice, in accordance with the terms of this
Agreement, to all Partners of the reduction in Net Asset Value, and afford
all Partners the opportunity for fifteen (15) days after the date of such
notice to Redeem their Units in accordance with the provisions of Section 9.5
and 9.6, above. No trading shall commence until after such fifteen day
period.
ARTICLE X
Nature of Partner's Liabilities for Claims
10.1 PROSECUTION OF CLAIMS. The General Partner shall arrange to prosecute,
defend, settle or compromise actions at law or in equity or with any self
regulatory organizations at the expense of the Partnership as such may be
necessary or desirable to enforce, protect, or maintain Partnership
interests.
10.2 SATISFACTION OF CLAIMS. The General Partner shall satisfy any claims
against, errors asserted, or other liability of the Partnership and any
judgment, decree, decision or settlement, first out of any insurance proceeds
available therefor, next, out of Partnership assets and income, and finally
out of the assets and income of the General Partner.
10.3 GENERAL PARTNER DECISION. The decisions made by the General Partner in
regard to the prosecution or settlement of claims, errors, and other
liabilities, will be final unless contested and put to a vote pursuant to
Section 5.8, in which case the outcome of the vote will determine the course
of action.
10.4 EXONERATION, INDEMNIFICATION, AND NO ANTICIPATION OF PAYMENTS. The
General Partner shall not be liable to the Partnership or the Partners for
any failure to comply with its obligations hereunder except for breach of
fiduciary obligation owed to the partnership or negligence on its part in the
management of Partnership affairs or violation of Federal and state
securities laws in connection with the offering of Units for sale. In
addition:
(a) The General Partner will be indemnified for liabilities and expenses
arising from any threatened, pending or completed action or suit in which it
or any affiliate is a party or is threatened to be made a party by reason of
the fact that it is or was the General Partner of the Partnership (other than
an action by the Partnership or a Partner against the General Partner which
is finally resolved in favor of the Partnership or Partner). The Partnership
will indemnify the General Partner and its affiliates against expenses,
including attorney's fees, judgments and amounts paid in settlement of an
action, suit or proceeding if it has acted in good faith and in a manner it
reasonably believed to be in or not opposed to the best interest of the
Partnership, and provided that its conduct did not constitute negligence or a
breach of fiduciary obligations in the performance of its duty to the
Partnership or a violation of the securities laws. The termination of any
action, suit or proceeding by judgment, order or settlement against the
Partnership shall not of itself create a presumption that the General Partner
or any affiliate did not act in good faith and not in the best interest of
the Partnership.
Notwithstanding any provision of this Agreement to the contrary, the
Partnership shall advance or pay the General Partner or any of its Affiliates
for legal expenses and other costs incurred as a result of any legal action
which alleges a breach of the Federal or state securities laws only if the
following conditions are satisfied: (i) the legal action relates to acts or
omissions with respect to the performance of duties or services on behalf of
the Partnership; (ii) the legal action is initiated by a third party who is
not a Limited Partner, or the legal action is initiated by a Limited Partner
and an independent arbitration panel, administrative law judge, or court of
competent jurisdiction specifically approves such advancement; and, (iii) the
General Partner or its Affiliates undertake to repay the advanced funds to
the Partnership, together with the applicable legal rate of interest thereon,
in cases which such party is not entitled to indemnification under NASAA
Guideline II.F.
To the extent that a General Partner or an Affiliate has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to above or in defense of any claim, issue or other matter related to the
Partnership or any other Partner or person who applied to be a Partner, the
Partnership shall indemnify such General Partner against the expenses,
including attorneys' fees and costs, actually and reasonably incurred by it
in connection therewith.
(b) The indemnification of a General Partner shall be limited to and
recoverable only out of the assets of the Partnership. Notwithstanding the
foregoing, the Partnership's indemnification of the General Partner shall be
limited to the amount of such loss, liability or damage which is not
otherwise compensated for by insurance carried for the benefit of the
Partnership. Additionally, the Partnership may not incur the cost of that
portion of liability insurance which insures the General Partner for any
liability as to which the General Partner is prohibited from being
indemnified under this Agreement.
(c) Notwithstanding any provision in this Agreement to the contrary, the
Partnership shall not advance the expenses or pay for any insurance to pay
for the costs of the defense or any liability which is prohibited from being
indemnified pursuant to NASAA Guideline II.F. Specifically, no
indemnification which is the result of negligence or misconduct by the
General Partner or for any allegation of a violation of the Federal or state
securities laws by or against the General Partner, any broker/dealer or any
other party unless there has been a successful adjudication on the merits of
each count involving alleged securities law violation as to the General
Partner or broker/dealer or such other party; or a court of competent
jurisdiction approves a settlement of the claims against the General Partner
or any broker/dealer or any other party and finds, specifically, that the
indemnification of the settlement and related costs should be made after the
court of law has been made aware that the Securities and Exchange Commission
opposes such indemnification and the position of any applicable state
securities regulatory authority where the Partnership Interests were offered
or sold without the compliance with specific conditions upon such
indemnification and the action covered satisfies the provisions of Section
10.4 (a) of this Agreement. Any change in the requirements imposed by the
Securities and Exchange Commission and the state securities administrators in
regard to indemnification shall cause a corresponding change in the right of
the General Partner to indemnification.
(d) The indemnification of the General Partner provided in this Article
shall extend to any employee, agent, attorney, certified public accountant,
or Affiliate of the Partnership and the General Partner.
(e) The Partnership shall indemnify, to the extent of the Partnership
assets, each Partner against any claims of liability asserted against a
Partner solely because he is a Partner in the Partnership.
(f) In the event the Partnership or any Partner is made a party to any
claim, dispute or litigation or otherwise incurs any loss or expense, as a
result of or in connection with any Partner's activities unrelated to the
Partnership business or as a result of an unfounded claim against the
Partnership or any other Partner brought as a result of alleged actions by
said Partner, the Partner which was responsible for the allegations which
caused such loss or expense shall indemnify and reimburse the Partnership and
all other Partners for all loss and expense incurred, including attorneys'
fees and costs.
(g) No creditor of a Partner shall have a right to vote Units. Nor may any
Partner or creditor of a Partner anticipate any principal or income from the
Fund prior to the approval of a Redemption Request or the payment of a
distribution from the Fund.
ARTICLE XI
Power of Attorney
11.1 POWER OF ATTORNEY EXECUTED CONCURRENTLY. Concurrent with the written
acceptance and adoption of the provisions of this Agreement, each Partner
shall execute and deliver to the General Partner, a Power of Attorney
(paragraph 5 of the Subscription Agreement). Said Power of Attorney
irrevocably constitutes and appoints the General Partner as a true and lawful
attorney-in-fact and agent for such Partner with full power and authority to
act in his name and on his behalf in the execution, acknowledgment and filing
of documents, which will include, but shall not be limited to, the following:
(a) Any certificates and other instruments, including but not limited to, a
Certificate of Limited partnership and amendments thereto and a certificate
of doing business under an assumed name, which the General Partner deems
appropriate to qualify or continue the Partnership as a limited partnership
in the jurisdictions in which the Partnership may conduct business, so long
as such qualifications and continuations are in accordance with the terms of
this Agreement or any amendment hereto, or which may be required to be filed
by the Partnership or the Partners under the laws of any jurisdiction;
(b) Any other instrument which may be required to be filed by the
Partnership under Federal or any state laws or by any governmental agency or
which the General Partner deems advisable to file; and
(c) Any documents required to effect the continuation of the Partnership,
the admission of the signer of the Power as a Limited Partner or of others as
additional or substituted Partners or Limited Partners, or the dissolution
and termination of the Partnership, provided such continuation, admission,
dissolution or termination is pursuant to the terms of this Agreement.
11.2 EFFECT OF POWER OF ATTORNEY. The Power of Attorney concurrently
granted by each Partner to the General Partner is a special Power of Attorney
coupled with an interest, is irrevocable, and shall survive the death or
legal incapacity of the Partner; and may be exercised by the General Partner
for each Partner by a facsimile signature of one of its officers or by
listing all of the Partners executing any instrument with a single signature
of one of its officers acting as attorney-in-fact for all of them; and shall
survive the delivery of an assignment by a Partner of the whole or any
portion of his interest in the Partnership; except that where the assignee
thereof has been approved by the General Partner for admission to the
Partnership as a substituted partner, the Power of Attorney shall survive the
delivery of such assignment for the sole purpose of enabling the General
Partner to execute, acknowledge and file an instrument necessary to effect
such substitution.
11.3 FURTHER ASSURANCES. Upon request, each Limited Partner agrees to
execute and deliver to the Partnership, within thirty (30) days after receipt
of a written request from the General Partner, a separate form of power of
attorney granting the same powers described above; and such other further
statements of interest, holdings, designations, powers of attorney and other
instruments as the General Partner deems necessary or desirable.
ARTICLE XII
Miscellaneous Provisions
12.1 NOTICES. Notices, requests, reports, payments or other communications
required to be given or made hereunder shall be in writing and shall be
deemed to be delivered when properly addressed and posted by United States
registered or certified mail or delivered by independent courier which
provides an record of receipt, postage or delivery fees prepaid, properly
addressed to the party being given such notice at its last known address.
Addresses shown on the Schedule of Limited Partners records of the
Partnership shall be considered the last known address of each said party
unless the General Partner is otherwise notified in writing.
12.2 NATURE OF INTEREST OF PARTNERS. The interest of each Partner in the
Partnership is personal property. No Partner may anticipate the distribution
or redemption of principal or income from the Partnership and no assignment
to secure the position of a lender to a Partner shall be valid without the
express written consent of the General Partner.
12.3 GOVERNING LAW. This Agreement shall be construed in accordance with
and governed in all respects by the laws of the State of Delaware. All
Partners agree to consent to the jurisdiction and to bring all actions for
claims related to the Partnership and the sale of the Units in the State and
County of the principal office of the Partnership as it is established, from
time to time, by the General Partner. Currently, the principal office of the
Partnership is located in Kent County, Delaware.
12.4 SUCCESSORS IN INTEREST. This Agreement shall be binding on and inure
to the benefit of he parties hereto and, to the extent permitted by this
Agreement, their respective heirs, executors, administrators, personal
representatives, successors and assigns.
12.5 INTEGRATION. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of such parties in connection
herewith. Any amendment or supplement made hereto must be in writing.
12.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts. In such event, each counterpart shall constitute an original
and all such counterparts shall constitute one agreement. The addition of
Limited Partners pursuant to the power of attorney granted to the General
Partner shall not be deemed amendments to alter the rights of the other
Partners under this Agreement.
12.7 SEVERABILITY. Any provision of this Agreement which is invalid,
illegal, or unenforceable in any respect in any jurisdiction shall be, as to
such jurisdiction, ineffective to the extent of such invalidity, illegality
or unenforceability. The remaining provisions hereof in such jurisdiction
shall be and remain effective. Any such invalidity, illegality or
unenforceability in any jurisdiction shall not invalidate or in any way
effect the validity, legality or enforceability of such provision or the
remainder of this Agreement in any other jurisdiction.
12.8 WAIVERS. The failure of any Partner to seek redress for violation of
or to insist upon the strict performance of any covenant or condition of this
agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having the effect of an original violation.
12.9 HEADINGS. The headings in this Agreement are inserted for convenience
and identification only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any
provision hereof.
12.10 RIGHTS AND REMEDIES CUMULATIVE. This rights and remedies provided by
this Agreement are cumulative and the use of any one right or remedy by any
Partner shall not preclude or waive his right to use addition to any other
rights such Partner may have by law, statute, ordinance or otherwise.
12.11 WAIVER OF RIGHT TO PARTITION. Each of the Partners irrevocably
waives, during the term of the Partnership, any right that it may have to
maintain any action for partition with respect to the property and assets of
the Partnership.
12.12 INTEREST OF CERTAIN SECURED CREDITORS. No creditor who makes
nonrecourse loan to the Partnership shall have or acquire at any time as a
result of making the loan, any direct or indirect interest in the profits,
Capital, or property of the Partnership other than as a secured creditor.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.
General Partner:
ASHLEY CAPITAL MANAGEMENT, INCORPORATED
By: _____________________________
Michael P. Pacult
President
Other General Partner:
By: _____________________________
Michael P. Pacult
Agent for Limited Partners:
Ashley Capital Management, Inc.
By: _____________________________
Michael P. Pacult
President
*******************************************************************************
EXHIBIT B TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
REQUEST FOR REDEMPTION
To: Ashley Capital Management, Inc.
General Partner _____________________________
5914 N. 300 West Our Social Security Number or
P. O. Drawer C Taxpayer ID Number
Fremont, IN 46737
Dear General Partner:
The undersigned hereby requests redemption ("Redemption"), as defined
in and subject to all the terms and conditions disclosed in the Offering
Circular (the "Prospectus") delivered to the undersigned at the time of our
purchase of limited partnership interests (the "Units") in Atlas Futures
Fund, Limited Partnership, (the "Fund"), of _______________ Units (insert the
number of Units to be Redeemed). This Redemption request, once approved and
accepted by you as General Partner, will be at the Net Asset Value per Unit,
as described in the Prospectus, as of the close of business at the end of the
current month following such approval.
The undersigned hereby represents and warrants that the undersigned is
the true, lawful and beneficial owner of the Units to which this Request
relates with full power and authority to request Redemption of such Units.
Such Units are not subject to any pledge or otherwise encumbered.
United States Taxable Limited Partners Only - Under penalty of perjury,
the undersigned hereby certifies that the Social Security Number or Taxpayer
ID Number indicated on this Request for Redemption is the undersigned's true,
cared and complete Social Security Number or Taxpayer ID Number and that the
undersigned is not subject to backup withholding under the provisions of
section 3406(a)(1)(C) of the Internal Revenue Code.
Non United States Limited Partners Only - Under penalty of perjury, the
undersigned hereby certifies that (a) the undersigned is 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.
SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
Please forward redemption funds by mail to the undersigned at:
_____________________________________________________________________________
Name Street City, State and Zip Code
Entity Limited Partner Individual Limited Partners(s)
________________________________ _______________________________
(Name of Entity) (Signature of Limited Partner)
By:
________________________________ ________________________________
(Authorized corporate officer, partner, (Signature of Limited Partner)
custodian or trustee)
________________________________
(Title)
*******************************************************************************
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 prospectus dated July __, 2007, (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 "Star Bank for the acct. of Atlas".
Purchaser is also delivering to the Partnership 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 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.
(f) Purchaser either is not required to be registered with the Commodity
Futures Trading Commission ("CFTC") or to be a member of the National Futures
Association ("NFA") or if required to be so registered is duly registered
with the CFTC and is a member in good standing of the NFA.
(g) If the undersigned is acting on behalf of an "employee benefit plan," as
defined in and subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a "plan" as defined in and subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a
"Plan"), the individual signing this Subscription Agreement and Power of
Attorney on behalf of the undersigned hereby further represents and warrants
as, or on behalf of, the Plan responsible for purchasing units (the "Plan
Fiduciary") that: (a) the Plan Fiduciary has considered an investment in the
Fund for such plan in light of the risks relating thereto; (b) the Plan
Fiduciary has determined that, in view of such considerations, the investment
in the Fund is consistent with the Plan Fiduciary's responsibilities under
ERISA; (c) the Plan's investment in the Fund does not violate and is not
otherwise inconsistent with the terms of any legal document constituting the
Plan or any trust agreement thereunder; (d) the Plan's investment in the Fund
has been duly authorized and approved by all necessary parties; (e) none of
the General Partner, the Fund's advisors, the Fund's cash manager, the Fund's
futures brokers, any selling agent, any of their respective affiliates or any
of their respective agents or employees: (i) has investment discretion with
respect to the investment of assets of the Plan used to purchase units; (ii)
has authority or responsibility to or regularly gives investment advice with
respect to the assets of the Plan used to purchase units for a fee and
pursuant to an agreement or understanding that such advice will serve as a
primary basis for investment decisions with respect to the Plan and that such
advice will be based on the particular investment needs of the Plan; or (iii)
is an employer maintaining or contributing to the Plan; and (f) the Plan
Fiduciary (i) is authorized to make, and is responsible for, the decision to
invest in the Fund, including the determination that such investment is
consistent with the requirement imposed by Section 404 of ERISA that Plan
investments be diversified so as to minimize the risks of large losses, (ii)
is independent of the General Partner, the Fund's advisors, the Fund's cash
manager, the Fund's futures brokers, any selling agent, each of their
respective affiliates, and (iii) is qualified to make such investment
decision. The undersigned will, at the request of the General Partner,
furnish the General Partner with such information as the General Partner may
reasonably require to establish that the purchase of the units by the Plan
does not violate any provision of ERISA or the Code, including without
limitation, those provisions relating to "prohibited transactions" by
"parties in interest" or "disqualified persons" as defined therein.
(h) If the undersigned is acting on behalf of a trust (the "Subscriber
Trust"), the individual signing the Subscription Agreement and Power of
Attorney on behalf of the Subscriber Trust hereby further represents and
warrants that an investment in the Trust is permitted under the trust
agreement of the Subscriber Trust, and that the undersigned is authorized to
act on behalf of the Subscriber Trust under the trust agreement thereof.
(i) Purchaser represents and warrants that purchaser has (i) a net worth of
at least $150,000 (exclusive of home, furnishings and automobiles) or (ii) an
annual gross income of at least $45,000 and a net worth (similarly
calculated) of at least $45,000. Residents of the following states must meet
the requirements set forth below (net worth in all cases is exclusive of
home, furnishings and automobiles). In addition, purchaser may not invest
more than 10% of his net worth (exclusive of home, furnishings and
automobiles) in the Fund.
State Suitability Requirements
3. California-Net worth of at least $225,000 or a net worth of at least
$60,000 and annual taxable income of at least $60,000.
In the case of sales to fiduciary accounts, the net worth and income
standards may be met by the beneficiary, the fiduciary account, or, if the
donor or grantor is the fiduciary, by the donor or grantor who supplies the
funds to purchase the partnership interests.
The foregoing suitability standards are regulatory minimums only. Merely
because you meet such requirements does not necessarily mean that a high
risk, speculative and illiquid investment such as one in the Fund is, in
fact, suitable for you.
*******************************************************************************
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 the Partnership.
FILL IN ALL OF THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING
BLACK INK ONLY, AS FOLLOWS
Item 1 - Enter the dollar amount of the purchase.
Items 2 - 7 - 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 - General Partner 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 Selling Agent's 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 ________________________________
5914 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's prospectus dated July __, 2007 (the "Prospectus"). 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 "Star Bank for the acct. of Atlas" to be delivered by the Sales
Agent to the Depository Agent within 24 hours after receipt for deposit to
the Depository 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 the depository account.
If this subscription is rejected, all funds remitted by the undersigned will
be returned, together with any interest earned from the depository account,
if any.
2. Representations and Warranties of Subscriber. I have received a copy of
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.
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 "Star
Bank for the acct. of Atlas", hereby subscribes for the purchase of Units, at
a price per Unit as set forth in the Partnership's prospectus dated July
__, 2007 (the "Prospectus").
The named investor further, by signature below, acknowledges (i) receipt of
the Prospectus; (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 a lock-in period
of twelve months; (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
Investor must sign individually, or pursuant to a power of attorney;
provided, however, that such power of attorney has not been granted to the
Partnership.
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: 0.
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: 0.
9) GENERAL PARTNER MUST SIGN
Ashley Capital Management, Inc., the general partner of the Partnership,
hereby accepts the above investor to become a limited partner on first
business day of the month following the date below.
BY: Ashley Capital Management, Inc.
X______________________________ _____________________________
Michael P. Pacult, President Date
ATLAS FUTURES FUND, LP
SUBSCRIBER NEW ACCOUNT APPLICATION AND AGREEMENT
In this agreement, the following terms are used: I, me, my, mine refer to the
subscriber identified in the Atlas Futures Fund, LP Subscription Agreement.
You, your and yours refer to Atlas Futures Fund, LP ("Atlas")
TO: ATLAS FUTURES FUND, LP
In consideration of Atlas' acceptance of this subscription agreement for
review, the undersigned agrees as follows:
1. Authority and Ownership. I have the required legal capacity, am
authorized to enter into this agreement and have obtained and will provide
you with all necessary authorizations from third parties to open accounts and
effect transactions in direct participation securities under this agreement.
I will be the owner of all securities purchased by and sold to me.
2. No Advice. I understand that you provide no tax, legal or investment
advice, nor do you give advice or offer any opinion with respect to the
suitability of any security or order. All purchases of Atlas partnership
interests ("Units") will be done only on my order or the order of my
authorized delegate except as described in paragraph 5.
3. Appointment of Ashley Capital Management, Inc. ("Ashley") as Agent.
I appoint Ashley as my agent for the purpose of carrying out my directions
with respect to the purchase or sale of Units. To carry out Ashley's duties,
Ashley is authorized to provide information to Atlas and to third parties and
take such other steps as are reasonable to carry out my directions.
4. Purchase and Sale Orders. I agree that together with all executed
documents required to purchase Units, I will forward the funds required to
pay for such Units. Checks will by made payable to "Star Bank for the acct.
of Atlas."
5. Indebtedness. Upon the purchase or sale of Units, if you are unable
to settle the transaction by reason of my failure to make payment in good
form, I authorize you to take steps necessary to complete or cancel the
transaction to minimize your loss, and I agree to reimburse you for any and
all costs, losses or liabilities incurred by you, including attorney's fees.
In the event I become indebted to you in the operation of this account, I
agree that I will repay such indebtedness upon demand.
6. Force Majeure. You shall not be liable for loss of delay caused
directly or indirectly by war, natural disasters, government restrictions,
exchange or market rulings or other conditions beyond your control.
7. Recording Conversations. I understand and agree that for our mutual
protection you may tape record any of our telephone conversations.
8. Relationship with Atlas. I understand that my subscription
documentation will be reviewed by you. I understand and agree that you may
refuse to accept my subscription or to process any other transaction which I
may wish to effect.
9. Fees and Charges. I agree to the fees and charges indicated in the
prospectus I received dated July __, 2007.
10. Joint Accounts. If this is a joint account, unless we notify you
otherwise and provide such documentation as you require, the account(s) shall
be considered by us jointly with right of survivorship (payable to either or
the survivor of us). Each joint tenant irrevocably appoints the other as
attorney-in-fact to take all action on his behalf and to represent him in all
respects in connection with this Agreement. You shall be fully protected in
acting upon the instructions of either of us, in sending confirmation
advices, notices or other communications instructions of either of us, or in
otherwise dealing with either of us. Each of us shall be liable, jointly to
either of us, or in otherwise dealing with either of us. Each of us shall be
liable, jointly and individually, for any amounts due to you pursuant to this
Agreement, whether incurred by either or both of us.
11. Amendments and Termination. You may amend this agreement at any time
in any respect, effective upon notice to me. You may, at your discretion,
terminate this service at any time, effective upon notice to me. I will
continue to be responsible for any obligation incurred by me prior to
termination.
12. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE
OF DELAWARE.
13. ARBITRATION DISCLOSURES.
* ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
* THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL.
* PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULING BY THE ARBITRATORS IS STRICTLY LIMITED.
14. AGREEMENT TO ARBITRATE CONTROVERSIES.
IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF THIS AGREEMENT
SHALL BE SUBMITTED TO ARBITRATION CONDUCTED BEFORE A SINGLE ARBITRATOR
SELECTED AND CONDUCTED PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY
OF A WRITTEN DEMAND FOR ARBITRATION OR WRITTEN NOTICE OF INTENTION TO
ARBITRATE.
15. If any information on this SUBSCRIBER NEW ACCOUNT APPLICATION AND
AGREEMENT is misstated, the person or persons signing on behalf of the
account will be held liable for the misstatement, as you will rely on the
information given by us. You assume no responsibility for misstatements.
16. Obligation to Review Statements. The person or a person acting on
their behalf will review transaction statements and notice to partners within
10 days from their receipt and will advise you of any discrepancies as soon
as possible.
17. Statute of Limitations. The undersigned agrees that any claims from
transactions with you must be brought, if at all, within 2 years from the
date of the transaction.
ATLAS FUTURES FUND, LP
SUBSCRIBER NEW ACCOUNT APPLICATION AND AGREEMENT
5914 N. 300 West - P.O. Box C
Fremont, IN 46737
Tel: (260) 833-1306 - Fax: (260) 833-4411
Section I
_______-_____-________ ___________________
Social Security Number D.O.B.
_____________________________________________
Name Work Phone
_____________________________________________
Address Home Phone
_____________________________________________
City, State, Zip Fax
_____________________________________________
Dollar Amount Investing Email
_____________________________________________
Occupation Employer
_____________________________________________
Type of Business Years Employed
Educational Background
_____________ _____________ _________________
10-11 12-15 16+
Number of Dependents ________
_____________________________________________
Prior Years of Investment Experience
_____futures _____futures options _____mutual funds
_____stocks _____stock options _____bonds
Investment References
A. __________________________________________
B. __________________________________________
Bank Reference ______________________________
____ ____ Have you filed for bankruptcy in the last 10 years?
Yes No
____ ____ Have you filed a claim against a commodity or securities broker?
Yes No
Section II
I agree to accept high and speculative risk. ___ I do not agree. ___
________________________________________________
Type of Account Title of Account
__________________________ _________________ _______-_____-_______
Joint Investor Name D.O.B. Soc. Security Number
________________________________________________
Joint Occupation Employer
U.S. Citizen? ______ ______
Yes No
State of Residency _____________________
Name of State
Is customer or any member of customer's immediate family employed by a member
of a stock exchange or the NASD?
________ _________
Yes No
Is customer an officer of a public company?
________ _________
Yes No
Estimated Individual Net Worth $______________________
(exclusive of primary residence, furnishings and automobiles)
Estimated Liquid Assets $____________________
Estimated Risk Capital $____________________
Tax Bracket %____________________
Avg. Income Past Two Years $____________________
Anticipated Income for the Current Year $____________________
TO ATLAS FUTURES FUND, LP:
IN CONSIDERATION OF ATLAS OPENING ONE OR MORE ACCOUNTS FOR THE UNDERSIGNED, I
HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE TERMS SET FORTH IN THE
SUBSCRIBER NEW ACCOUNT APPLICATION AND AGREEMENT ON THE PRECEDING PAGE AND
AGREE TO SUCH TERMS. THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE
IN PARAGRAPHS 13 AND 14. I HEREBY CERTIFY THAT THE ABOVE INFORMATION IS
COMPLETE AND CORRECT.
Tax Certification: Under penalties of perjury, I certify that the number
shown on this form is my correct taxpayer identification number or if not,
then the number I have entered above per instructions is my correct taxpayer
identification number, and that I am not subject to backup withholding.
________________________ _______ ________________________ ______
Client Name (Signature) Date Client Name (Signature) Date
________________________________ _______________________________
Client Name (Print) Client Name (Print)
Accepted by: Ashley Capital Management, Inc.
X______________________________ _____________________________
Michael P. Pacult, President Date
*******************************************************************************
EXHIBIT E TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
DEPOSITORY AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the ___ day
of January, 2005, by and among Atlas Futures Fund, Limited Partnership,
("Atlas" or the "Fund"), Ashley Capital Management, Inc., 5914 N. 300 West,
P. O. Box, C, Fremont, IN 46737, (the "General Partner"), and Star Financial
Bank (the "Depository"), 2004 N. Wayne St., Angola, IN 46703, a bank
unaffiliated with the Fund or General Partner and otherwise qualified to be a
depository within the definition of Section 3(a)(2) of the Securities Act of
1933.
1. Account Opened. (a) The General Partner establishes and the Depository
accepts and opens an account that will be invested in short term bank
certificates of deposit titled "Star Bank for the acct. of Atlas" to clear
proceeds of sale of limited partnership interests (the "Units") and hold such
proceeds until the General Partner either accepts the proceeds into the Atlas
account or rejects the subscription and directs the Depository to return the
proceeds to the prospective investor. (b) Limited partnership interests (the
"Units") will be sold by the Fund on a best efforts basis and either
delivered by the investor directly to the Depository by wire transfer or by
check by the General Partner by noon of the following day. (c) Units will be
sold at the Net Asset Value per Unit computed after the close of business on
the last business day of each month and transferred to the Fund as of the
open on the first business day of each month. The General Partner shall
direct all subscribers to make their checks to "Star Bank for the acct. of
Atlas." Any instrument not so made out shall be promptly returned to the
subscriber, with notice to the General Partner. The General Partner will
supply the Depository with a list of the subscribers to identify their name,
address and amount of subscription. The General Partner will be solely
responsible for the allocation of interest earned among the subscribers.
2. Transfer of Subscribers' Funds. The General Partner shall promptly
transmit all checks and wire transfers for the purchase of Units directly to
the Depository. At the time of delivery of the proceeds to the Depository,
the General Partner shall provide the Depository with the name and address of
the subscriber for the Units. On the first business day of each month (the
"Delivery Date"), the Depository shall deliver all proceeds plus interest by
check or account transfer to the Fund. Should the Fund reject a subscription
for any reason or cease business prior to the Delivery Date, the Depository
shall promptly return the proceeds directly to each subscriber plus interest
as allocated by the General Partner without deduction for costs or expenses
from the amounts paid to the subscribers, and the Depository shall notify the
General Partner of its distribution of the funds. The proceeds returned to
each subscriber shall be free and clear of any and all claims of the Fund or
any of its creditors. The General Partner is solely responsible for the
allocation of the interest earned to the subscribers.
3. No Creditor's Rights. The General Partner agrees that neither it nor
the Fund is entitled to any funds in the Depository account prior to the
Delivery Date, and no amounts deposited in the Depository Account shall
become the property of or be subject to the debts of the General Partner,
Fund or any other entity or person.
4. Collection Procedure. The Depository is hereby authorized to forward
each check for collection and, upon collection of the proceeds of each check,
deposit the collected proceeds in the account. As an alternative, the
Depository may telephone the bank on which the check is drawn to confirm that
the check has been paid. Any check returned unpaid shall be returned by Star
Bank to the subscriber with notice to the General Partner. If the Fund
rejects any subscription for which the Depository has already collected
funds, the Depository shall promptly issue a refund check to the rejected
subscriber. If the General Partner rejects any subscription for which the
Depository has not yet collected funds but has submitted the subscriber's
check for collection, the Depository shall promptly issue a check in the
amount of the subscriber's check to the rejected subscriber after the
Depository has cleared such funds. If the Depository has not yet submitted a
rejected subscriber's check for collection, the Depository shall promptly
remit the subscriber's check directly to the subscriber.
5. Depository Liability Limited. Depository shall have no liability
under, or duty to inquire into, the terms and provisions of any other
document or instrument utilized in connection with the Offering, and it is
agreed that the duties of Depository are purely ministerial in nature, and
that Depository shall incur no liability whatsoever under this Agreement,
except for acts or omissions of the Depository involving or constituting
willful misconduct, fraud, gross negligence or bad faith.
6. Depository May Resign. Depository may, at any time, resign hereunder
by giving written notice of its intent to resign to the other parties hereto,
at their respective addresses set forth above, at least ten (10) days prior
to the date specified for such resignation to take effect, and upon the
effective date of such resignation the proceeds, including all accrued
interest, shall be delivered by Depository to the person designated in
writing by the General Partner or a court of competent jurisdiction,
whereupon all of Depository's obligations hereunder shall cease and
terminate. Notwithstanding the foregoing, nothing in this paragraph releases
Depository or relieves it of any of its obligations that existed prior to the
effective date of Depository's resignation including, without limitation,
liability for willful misconduct, fraud, gross negligence or bad faith.
Notwithstanding the foregoing, nothing in this paragraph releases the General
Partner of its obligations under the Securities and Exchange Act including,
but not limited to, Rules 15c2-4 and 10b-9.
7. Depository Indemnification. The General Partner agrees to indemnify,
defend and hold Depository harmless from and against any and all loss,
damage, tax, liability and expense that may be incurred by Depository and
arising out of or in connection with its acceptance of appointment as
depository hereunder, including reasonable attorneys' fees and other legal
costs and expenses of defending itself against any claim or liability in
connection with its performance hereunder, except in the case of willful
misconduct, fraud, gross negligence or bad faith on the part of Depository.
Depository may consult with and rely on its attorneys with respect to any
dispute not assumed or defended by the General Partner and this
indemnification shall include all reasonable and necessary attorneys' fees of
Depository in connection with such consultation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
ASHLEY CAPITAL MANAGEMENT, INC. STAR FINANCIAL BANK
By: ____________________________ By: __________________________
Mr. Michael Pacult Thad Wright
President Vice President
ATALS FUTURES FUND, LP
By: Ashley Capital Management, Inc.
By: ____________________________
Mr. Michael Pacult
President
*******************************************************************************
EXHIBIT F TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
INVESTMENT ADVISORY CONTRACT
CLARKE CAPITAL MANAGEMENT, INC.
THIS AGREEMENT is made and entered as of this ____ day of
_____________, 2005, between Atlas Futures Fund, Limited Partnership, (the
"Fund") and Clarke Capital Management, Inc., an Illinois corporation (the
"CTA").
WITNESSETH:
In consideration of the deposit by the Fund of equity to Man Financial,
Inc. (the "FCM") in the name of the Fund (this account and any other
accounts, which may be assigned to the CTA in the future are collectively
hereinafter called the "Account") and the grant of the power of attorney on
the standard form of the FCM to the CTA to permit the CTA to enter trades for
the Fund in the Account and the opportunity to earn incentive fees by the
CTA, the parties hereto agree as follows:
1. The CPO shall determine the amount the Fund shall initially deposit in
the Account with the FCM, which the CTA agrees to manage pursuant to the
terms of this Agreement. Subsequent deposits and accumulation of profits in
the Account, less withdrawals and losses, shall also be subject to this
Agreement. At its sole discretion, the Fund may add or withdraw funds at any
time from the Account by written request to the FCM with a copy to the CTA.
2. The CTA will cause futures contracts, and when deemed advisable,
options on futures and forward contracts, to be bought and sold on behalf of
the Fund in the Account. The CTA will have the sole authority to issue all
necessary instructions to the FCM to effect trading for the Fund's Account.
All such transactions shall be for the account and risk of the Fund. The CTA
agrees to use its best efforts to exit all futures trades prior to delivery
of any commodity that requires storage or other costs.
3. The CTA's services are not rendered exclusively for the Fund and the
Fund agrees that the CTA is free to continue to provide and offer similar
services to others. The General Partner may change or add another FCM for
the Account assigned to the CTA at any time upon written direction to the FCM
and the CTA, and the FCM and the CTA agree to effect the transfer and sign
the forms necessary to complete such change or addition, provided such
transfer does not conflict with any prior agreements the CTA has with the
FCM.
4. The CTA will use its best efforts to obtain an equity run from the FCM
before the opening of business the next trading day. Unless authorized in
writing by the CPO, the CTA will use only the equity in the Account assigned
to the CTA by the CPO for margins to hold the positions taken by the CTA. No
equity in the Account assigned to the CTA will be commingled or margined, for
any purpose, with any other account at the FCM. The CPO, upon written
instruction to the FCM, may terminate, for any reason, the power of attorney
and suspend the trading authority of the CTA to enter trades with the FCM.
In the event of a termination of the power of attorney, the CTA agrees that
the FCM shall accept no further instructions from the CTA but shall place the
Account upon liquidation only to be handled in written instructions from the
CPO to the FCM.
5. The Fund agrees to execute, from time to time, the Acknowledgment of
Receipt of Disclosure Document from the CTA. By signing, the Fund agrees
that it has received and understands and the CTA represents that it has
supplied the most recent copy of the CTA's Risk Disclosure Document. The
CTA will promptly review the Fund offering documents submitted by the Fund to
it, from time to time, and will furnish its consent, in the form requested by
the Fund, to the filing of forms and offering documents with the Federal and
State security and commodity regulators.
6. The Fund agrees to execute the CTA's Managed Account Compensation
Agreement. The CTA will not be paid a management fee. The CTA will be paid
an incentive fee of twenty-five percent (25%), of the New Net Profit earned
each calendar quarter. The Fund accountant will calculate the fee subject to
approval by the CTA, and the fee shall not be deducted from the Account, but
will be paid upon submission of an invoice by the CTA to the CPO of the Fund.
Once approved by the CPO, the incentive fee will be paid promptly from the
Fund account selected by the CPO.
7. The Fund and the CTA agree that they have or will properly execute all
necessary forms for opening the Account with the FCM; provided, however, any
disputes between the Fund and the CTA will be submitted to arbitration before
a single arbitrator selected by the American Arbitration Association, not the
National Futures Association, and only upon written agreement of the parties
at the time such dispute arises. The terms of this Agreement will supersede,
and in the event of conflicts with any other agreement, the terms of this
Agreement shall control. This Agreement will be governed by the laws of the
State of Illinois and any dispute concerning arbitration will be resolved by
a Federal or State court of competent jurisdiction located in Chicago,
Illinois.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.
Atlas Futures Fund, Limited Partnership Clarke Capital Management, Inc.
By: Ashley Capital Management, Inc.
_________________________________ ____________________________
Michael P. Pacult Michael J. Clarke
President President
*******************************************************************************
EXHIBIT G TO ATLAS FUTURES FUND DISCLOSURE DOCUMENT
INVESTMENT ADVISORY CONTRACT
NuWave Investment Corp.
THIS AGREEMENT is made and entered as of this ____ day of
_____________, 2006, between Atlas Futures Fund, Limited Partnership, (the
"Fund") and NuWave Investment Corp, a New Jersey corporation (the "CTA").
WITNESSETH:
In consideration of the deposit by the Fund of equity to Man Financial,
Inc. (the "FCM") in the name of the Fund (this account and any other
accounts, which may be assigned to the CTA in the future are collectively
hereinafter called the "Account") and the grant of the power of attorney on
the standard form of the FCM to the CTA to permit the CTA to enter trades for
the Fund in the Account and payment of management fees to and the opportunity
to earn incentive fees by the CTA, the parties hereto agree as follows:
1. Ashley Capital Management, Inc., the Fund general partner and commodity
pool operator (the "CPO"), shall determine the amount the Fund deposits in
the Account with the FCM, or some other registered futures commission
merchant, in U.S. funds equity, which the CTA agrees to manage pursuant to
the terms of this Agreement. Subsequent deposits and accumulation of profits
in the Account, less withdrawals and losses, shall also be subject to this
Agreement. At its sole discretion, the Fund may add or withdraw funds at any
time from the Account by written request to the FCM with a copy to the CTA.
2. The CTA will cause futures contracts, and when deemed advisable,
options on futures and forward contracts, to be bought and sold on behalf of
the Fund in the Account. The CTA will have the sole authority to issue all
necessary instructions to the FCM to effect trading for the Fund's Account.
All such transactions shall be for the account and risk of the Fund. The CTA
agrees to use its best efforts to exit all futures trades prior to delivery
of any commodity that requires storage or other costs.
3. The CTA's services are not rendered exclusively for the Fund and the
Fund agrees that the CTA is free to continue to provide and offer similar
services to others. The CPO may change or add another FCM for the Account
assigned to the CTA at any time upon written direction to the FCM and the
CTA, and the FCM and the CTA agree to effect the transfer and sign the forms
necessary to complete such change or addition, provided such transfer does
not conflict with any prior agreements the CTA has with the FCM.
4. The CTA will use its best efforts to obtain an equity run from the FCM
before the opening of business the next trading day. Unless authorized in
writing by the CPO, the CTA will use only the equity in the Account assigned
to the CTA by the CPO for margins to hold the positions taken by the CTA. No
equity in the Account assigned to the CTA will be commingled or margined, for
any purpose, with any other account at the FCM. The CPO, upon written
instruction to the FCM, may terminate, for any reason, the power of attorney
and suspend the trading authority of the CTA to enter trades with the FCM.
In the event of a termination of the power of attorney, the CTA agrees that
the FCM shall accept no further instructions from the CTA but shall place the
Account upon liquidation only to be handled in written instructions from the
CPO to the FCM.
5. The Fund agrees to execute, from time to time, the Acknowledgment of
Receipt of Disclosure Document from the CTA. By signing, the Fund agrees
that it has received and understands and the CTA represents that it has
supplied the most recent copy of the CTA's Risk Disclosure Document. The
CTA will promptly review the Fund offering documents submitted by the Fund to
it, from time to time, and will furnish its consent, in the form requested by
the Fund, to the filing of forms and offering documents with the Federal and
State security and commodity regulators.
6. The Fund will pay the CTA an annual management fee, payable monthly,
based on the rate of trading assigned by the CTA and approved by the CPO, of
up to three percent (3%) of the first $2,000,000 in equity assigned to the
CTA and up to two percent (2%) on equity above $2,000,000. The CTA will be
paid an incentive fee of twenty percent (20%), of the New Net Profit earned
each calendar quarter. The Fund accountant will calculate the fee subject
to approval by the CTA, and the fee shall not be deducted from the Account,
but will be paid upon submission of an invoice by the CTA to the CPO of the
Fund. Once approved by the CPO, the incentive fee will be paid promptly
from the Fund account selected by the CPO. Interest on cash and cash
equivalents such as T-Bills and money market account shall not be included as
profits for incentive fee purposes.
7. The Fund and the CTA agree that they have or will properly execute all
necessary forms for opening the Account with the FCM; provided, however, any
disputes between the Fund and the CTA will be submitted to arbitration before
a single arbitrator selected by the American Arbitration Association, not the
National Futures Association, and only upon written agreement of the parties
at the time such dispute arises. The terms of this Agreement will supersede,
and in the event of conflicts with any other agreement, the terms of this
Agreement shall control. This Agreement will be governed by the laws of the
State of Illinois and any dispute concerning arbitration will be resolved by
a Federal or State court of competent jurisdiction located in Chicago,
Illinois.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.
Atlas Futures Fund, Limited Partnership NuWave Investment Corp.
By: Ashley Capital Management, Inc.
_________________________________ ____________________________
Michael P. Pacult Troy Buckner
President Principal
*******************************************************************************
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
(23) - 08 Consent of Jordan, Patke & Associates, Ltd.
(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) The undersigned registrant hereby undertakes:
(1) 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.
(4) That the registrant is not a foreign private issuer.
(5) That, for the purpose of determining liability under the
Securities Act of 1933:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date; or
(ii) Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document
immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of
the securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A, if any pre-effective
amendment was used, and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of the time
it was declared effective.
(2) 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.
*******************************************************************************
Pursuant to the requirements of the Securities Act of 1933, in the City of
Fremont in the State of Indiana on this 6th day of July, 2007, Mr. Michael
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/ Michael Pacult BY: /s/ Michael Pacult
MR. MICHAEL PACULT MR. MICHAEL PACULT
PRESIDENT PRESIDENT
ATLAS FUTURES FUND, L.P.
BY MR. MICHAEL PACULT
GENERAL PARTNER
BY: /s/ Michael Pacult BY: /s/ Michael Pacult
MR. MICHAEL PACULT MR. MICHAEL 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/ Michael Pacult
MR. MICHAEL PACULT
PRESIDENT
Date: July 6, 2007
(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)