As Filed with the Securities and Exchange Commission on October 31, 2007
Registration No. 333-59976
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 11 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.
****************************************************************************
Supplement to Prospectus - Part I
Atlas Futures Fund, Limited Partnership
Supplement to 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 the prospectus dated August 14, 2007.
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 the prospectus dated August 14, 2007.
* 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 10.18% and 10.07% 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.
The partnership has commenced trading. As of September 30, 2007, the current
net asset value of the partnership is $17,119,860, which is greater than the
maximum of $15,000,000 in units of limited partnership interest that may be
sold because the total units sold in the amount of $13,327,465 have
appreciated in value through trading. The balance of units to be sold and
delivered as proceeds to the partnership, $1,672,535, is offered pursuant to
this supplement to 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 supplement to prospectus is October __, 2007
<page>
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. THE DISCLOSURE DOCUMENT DATED AUGUST
14, 2007 CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS
POOL AT PAGE 16 AND THIS SUPPLEMENT CONTAINS A STATEMENT OF THE PERCENTAGE
RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL
INVESTMENT, AT PAGE 1.
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
SUPPLEMENT TO THE DISCLOSURE DOCUMENT, AND THE DISCLOSURE DOCUMENT DATED
AUGUST 14, 2007 THAT INCLUDES 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]
i
<page>
Table of Contents
Commodity Futures Trading Commission - Risk Disclosure Statement i
Table of Contents ii
Description of Securities Offered for Sale 1
Removal of NuWave Investment Corp. as Commodity Trading Advisor 1
Expenses Per $1,000 of Investment of Partnership Interest For
The Next 12-Month Period Of Operations 1
Regulatory Notice 2
Performance Record of the Partnership 2
Reviewed Financial Statements of Atlas Futures Fund, LP
- period ended June 30, 2007
[The balance of this page has been intentionally left blank.]
ii
<page>
Description of Securities Offered for Sale
By our previous prospectuses, we sold a total of $13,327,465 of partnership
interests. As of the effective date of this supplement to prospectus, we are
offering by this prospectus an additional $1,672,535, 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.
Removal of NuWave Investment Corp. as Commodity Trading Advisor
Effective October 1, 2007, the general partner elected to remove NuWave
Investment Corp. as a trading advisor of the partnership. Previously, NuWave
was allocated approximately 20% of partnership equity to trade. Clarke
Capital Management, Inc. is now the sole trading advisor of the partnership
and trades 100% of the equity allocated to trading by the general partner.
Other than the cessation of the management and incentive fees to NuWave, the
fee structure of the partnership remains the same.
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 Invested in the Partnership and Value 4,487 Units ($17,119,860)
Units to be Sold Pursuant to this Prospectus (1) 4,925 Units ($15,000,000)
Base Price (2) $1,000 $1,000
Annual Expenses (3) $9.23 0.92% $8.41 0.84%
Payment of Prior O&O Expenses (4) $2.30 0.23% $2.30 0.23%
Management Fee (5) $0.00 0.00% $0.00 0.00%
Trading Advisors' Incentive Fees on New Net
Profits (6) $21.99 2.20% $21.71 2.17%
Brokerage Commissions and Trading Fees (7) $106.70 10.67% $106.70 10.67%
Selling Commission (8) $0.00 0.00% $0.00 0.00%
Interest Income (9) $(38.40) (3.84)% $(38.40) (3.84)%
Amount of Trading Income Required to Redeem Unit At
Selling Price After One Year (10) $101.82 $100.72
Percentage of Initial Selling Price Per Unit 10.18% 10.07%
</table>
Explanatory Notes:
(1) The units to be sold pursuant to this prospectus of $15,000,000 is less
than the current net asset value of the partnership of $17,119,860, as of
September 30, 2007, because the existing units sold have appreciated in value
through trading. The 4,925 units that would be sold if the maximum were
raised would be currently valued at $18,605,665.
(2) Investors will purchase partnership interests at the partnership's month
end net asset value per partnership interest. As of September 30, 2007, this
was $3,777.80. However, the table is presented to reflect expenses per $1,000
investment.
(3) 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.
(4) New limited partners must reimburse prior admitted limited partners for
offering and organizational expenses. As of September 30, 2007, this amount
was approximately 0.23%.
(5) Neither the general partner nor the trading advisor receives a management
fee.
(6) This is the amount of incentive fees the sole trading advisor would earn
if it produced only enough profits to allow you to redeem after one year your
partnership interests at the net asset value used in this table.
(7) 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. The general partner earns a daily
prorated share of these commissions and may withdraw earned commissions
1
<page>
during the month. 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.
(8) The partnership will make all sales on a best efforts, issuer direct
basis. No selling commission will be charged to you.
(9) 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 3.84% annually of our net assets.
(10) 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.
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.
Performance Record of the Partnership
The following capsule shows our past performance for the period from the year
2002 through September 30, 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 4.92 (4.51) (3.01) (2.42) (5.23) 12.85
July -3.51 (6.56) (1.34) 4.15 (3.93) 5.22
August -5.66 1.46 7.56 7.18 (2.37) 3.32
September 14.88 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 9.36 3.94 22.91 56.04 33.47 10.97
2
<page>
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.
Principal Protected: No
Date of Inception of trading: October, 1999
Aggregate Subscriptions: $13,327,465
Net Asset Value of the pool: $17,119,860 on total units outstanding: 4,486.52
Net Asset Value Per Unit: $3,815.84
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 balance of this page has been intentionally left blank.]
3
<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
Statements of Assets and Liabilities as of June 30, 2007
and December 31, 2006 F-3
Schedule of Investments - Cash and Securities - June 30, 2007 F-4
Schedule of Investments - Futures Contracts - June 30, 2007 F-5
Schedule of Investments - Cash and Securities - December 31, 2006 F-6
Schedule of Investments - Futures Contracts - December 31, 2006 F-7 - F-8
Statements of Operations for the Three and Six Months Ended
June 30, 2007 and 2006 F-9
Statements of Changes in Net Assets for the Six Months
Ended June 30, 2007 and 2006 F-10
Statements of Cash Flows for the Six Months Ended
June 30, 2007 and 2006 F-11
Notes to Financial Statements F-12 - F-17
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 statement of assets and liabilities,
including the schedules of investments, of ATLAS FUTURES FUND, LIMITED
PARTNERSHIP as of June 30, 2007 and the related statement of operations for
the three and six months ended June 30, 2007 and the statements of changes in
net assets and cash flows for the six months ended June 30, 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
six months ended June 30, 2006 were reviewed by other accountants whose report
dated August 11, 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
August 7, 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>
June 30, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
Cash and cash equivalents $17,362,542 $15,435,188
Net unrealized gain on open futures contracts 184,097 1,933,681
Total brokerage cash equivalents and investments 17,546,639 17,368,869
Interest receivable 50,882 -
Prepaid fees 7,582 -
Cash 5,480 56,030
Total assets 17,610,583 17,424,899
Liabilities
Partner redemptions payable 275,915 166,223
Accrued commissions payable to related parties 6,412 8,013
Management fees payable 21,356 15,541
Incentive fees payable 259,059 219,487
Other accrued liabilities 12,995 849
Total Liabilities 575,737 410,113
Net assets $17,034,846 $17,014,786
Analysis of Net Assets
Limited partners' $17,034,846 $17,014,786
General partners' - -
Net assets (equivalent to $3,649.18 and $3,489.87 per unit) $17,034,846 $17,014,786
Partnership units outstanding
Limited partners' units outstanding 4,668.13 4,875.48
General partner units outstanding - -
Total partnership units outstanding 4,668.13 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
June 30, 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:
United States Markets 16,437,640 $16,437,640 94.67%
Total cash and cash equivalents
denominated in U. S. Dollars 16,437,640 94.67%
Cash denominated in foreign currency:
Euro Markets - Euro 335,630 454,325 2.61%
British Pound Markets - GBP 52,374 105,172 0.61%
Australian Dollar Markets - AUD 335,004 284,117 1.64%
Japanese Yen Markets - JPY 10,007,745 81,288 0.47%
Total cash denominated in foreign currency 924,902 5.33%
Total investments $17,362,542 100.00%
</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
June 30, 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:
CSC Cocoa-Metr Sep 2007 132 77,929 $77,929
IMM Aust Dlr Sep 2007 66 (27,720) (27,720)
IMM Mex Peso Sep 2007 66 8,925 8,925
CBOT Corn Dec 2007 10 (14,550) (14,550)
CBOT Soybeans Nov 2007 15 3,375 3,375
CBOT Wheat Sep 2007 5 (6,813) (6,813)
NY LT Crude Aug 2007 2 3,160 3,160
NYM RBOB Gas Aug 2007 3 4,742 4,742
LME Alum Aug 2007 6 (16,782) (16,782)
LME Copper Jul 2007 1 10,674 10,674
NYC Cotton Dec 2007 5 8,405 8,405
IMM Aust Dlr Sep 2007 11 6,930 6,930
IMM B-Pounds Sep 2007 22 41,663 41,663
IMM Euro FX Sep 2007 6 6,787 6,787
CBOT Corn Sep 2007 3 - -
Total United States Commodity
Futures Positions 106,725 106,725
Japanese commodity futures positions held long:
SMX NIKKEI Sep 2007 20 1,150,000 9,341
Total Japanese commodity futures
positions held long 1,150,000 9,341
Euro commodity futures positions held long:
DTB DAX Index Sep 2007 1 7,750 10,491
Total European commodity futures
positions held long 7,750 10,491
Total commodity futures
positions held long 126,557
United States commodity futures positions held short:
CMX Gold Aug 2007 66 (25,740) (25,740)
CME Cattle Aug 2007 10 (3,840) (3,840)
CMX Gold Aug 2007 5 4,080 4,080
CSC Sugar Oct 2007 19 (8,198) (8,198)
CSC Coffee Sep 2007 7 9,019 9,019
NY Natural Gas Aug 2007 9 38,220 38,220
LME Copper Jul 2007 1 (3,767) (3,767)
IMM Euro Dlr Mar 2008 33 (6,187) (6,187)
EMINI S&P 500 Sep 2007 8 (4,680) (4,680)
IMM J Yen Sep 2007 16 32,200 32,200
Total United States commodity
futures positions held short 31,107 31,107
Australian commodity futures positions held short:
SFE SPI 200 Sep 2007 1 1,600 1,357
SFE 10Y T-Bond Sep 2007 25 3,636 3,084
Total Australian commodity
futures positions held short 5,236 4,441
British commodity futures positions held short:
LIF Long Gilt Sep 2007 7 13,930 27,973
LIF 3M Stg IR Mar 2008 49 (675) (1,355)
Total British commodity futures
positions held short 13,255 26,618
Euro commodity futures positions held short:
LIF 3M Euribor Mar 2008 12 288 390
EURX E-Bund Sep 2007 7 5,750 7,783
MONEP CAC40 EU Jul 2007 10 (9,455) (12,799)
Total Euro commodity futures
positions held short (3,417) (4,626)
Total commodity futures
positions held short 57,540
Net commodity futures positions $184,097
</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>
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> <c> <c>
Three Months Ended June 30, Six Months Ended June 30,
2007 2006 2007 2006
Investment income
Interest income $176,602 $173,980 $370,113 $325,575
Total investment income 176,602 173,980 370,113 325,575
Expenses
Commission expense 461,135 459,708 937,256 923,651
Management fees 21,356 12,527 42,782 25,073
Incentive fees 259,060 67,052 451,078 67,052
Professional accounting and legal fees 43,874 31,506 125,985 64,500
Other operating and administrative expenses 8,018 (803) 13,103 721
Total expenses 793,443 569,990 1,570,204 1,080,997
Net investment (loss) (616,841) (396,010) (1,200,091) (755,422)
Realized and unrealized gain (loss) from investments
and foreign currency
Net realized gain (loss) from:
Investments 1,286,540 2,195,744 1,724,166 640,783
Foreign currency transactions 726,663 13,300 1,985,698 33,547
Net realized gains (losses) from investments and
foreign currency transactions 2,013,203 2,209,044 3,709,864 674,330
Net increase (decrease) in unrealized appreciation
(depreciation) on:
Investments (666,355) (377,674) (1,207,019) (292,994)
Translation of assets and liabilities in foreign currencies 25,622 - (542,566) -
Net increase (decrease) in unrealized appreciation
(depreciation) on investments and translation of
assets and liabilities in foreign currencies (640,733) (377,674) (1,749,585) (292,994)
Net realized and unrealized income (loss) from
investments and foreign currency 1,372,470 1,831,370 1,960,279 381,336
Net increase in net assets resulting from
operations $755,629 $1,435,360 $760,188 $(374,086)
</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>
Six Months Ended June 30,
2007 2006
Increase (decrease) in net assets from operations
Net investment (loss) $(1,200,091) $(755,422)
Net realized gains (losses) from investments and
foreign currency transactions 3,709,864 674,330
Net increase (decrease) in unrealized appreciation (depreciation) on
investments and translation of assets and liabilities in foreign currencies (1,749,585) (292,994)
Net increase (decrease) in net assets resulting from operations 760,188 (374,086)
Capital contributions from limited partners 116,332 576,958
Distributions to limited partners (856,460) (633,711)
Total (decrease) in net assets 20,060 (430,839)
Net assets at the beginning of the period 17,014,786 16,841,781
Net assets at the end of the period $17,034,846 $16,410,942
</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>
Six Months Ended June 30,
2007 2006
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations $760,188 $(374,086)
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 on investments 1,749,584 292,997
Increase in interest receivable (50,882) -
Increase in prepaid fees (7,582) -
Decrease in accrued commissions payable (1,601) (17,589)
Increase (decrease) in management fees and incentive fees payable 45,387 (104,462)
Increase in other accrued liabilities 12,146 3,392
Net cash provided by (used in) operating activities 2,507,240 (199,748)
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 116,332 576,958
Partner redemptions (746,768) (464,227)
Net cash provided by (used in) financing activities (630,436) 112,731
Net increase (decrease) in cash and cash equivalents 1,876,804 (87,017)
Beginning cash and cash equivalents 15,491,218 16,910,682
Ending cash and cash equivalents $17,368,022 $16,823,665
End of year cash and cash equivalents consist of:
Cash and cash equivalents at broker $17,362,542 $16,732,061
Cash 5,480 91,604
Total cash and cash equivalents $17,368,022 $16,823,665
</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
June 30, 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 Partners,
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 periods ended
June 30, 2007 and 2006.
F-12
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 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 Partners' 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 Partners 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 Partners 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 Partners 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
June 30, 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 Partners 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, a General Partner of the Fund, 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:
Six Months Ended June 30,
2007 2006
Ashley Capital Management, Inc. $339,268 $434,020
Futures Investment Company 520,821 443,908
Total related party expenses $860,089 $877,928
Commissions and fees included in accrued expenses:
June 30, December 31,
2007 2006
Ashley Capital Management, Inc. $6,412 $8,013
Futures Investment Company - -
Total accrued expenses to related parties $6,412 $8,013
F-14
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 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 Partners, 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 June 30, 2007 and 2006 partnership units were valued at $3,649.18 and
$3,290.67 respectively.
Transactions in partnership units were as follows:
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 32.44 170.23 $116,332 $576,958
Redemptions (239.79) (199.90) (856,460) (633,711)
Total (207.35) (29.67) (740,128) (56,753)
General Partner Units
Subscriptions - - - -
Redemptions - - - -
Total - - - -
Total Units
Subscriptions 32.44 170.23 116,332 576,958
Redemptions (239.79) (199.90) (856,460) (633,711)
Total (207.35) (29.67) $(740,128) $(56,753)
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 June 30, 2007 and December 31,
2006 was $17,362,542 and $467,760, respectively, which equals approximately
101.9% and 2.7% of Net Asset Value, respectively. Cash exceeded Net Asset
Value because of accrued expenses and partner redemptions at June 30,
2007. Cash payments for these expenses are expected to be made prior to
the end of the next fiscal quarter. Prior to April, 2007, the Fund
purchased United States Treasury Bills as a form of margin and the Fund
earned interest on this margin. As of April, 2007, the Fund benefits from
an arrangement with the FCM whereby the FCM pays the Fund the daily
Treasury Bill or LIBOR rate minus 10 basis points on the net liquidity of
the Fund. At June 30, 2007 and December 31, 2006, $0 and $14,967,428,
respectively, was invested in U.S. Treasury Bills, which approximates 0%
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
June 30, 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
$16,547,524 and $68,503,263 on long positions at June 30, 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 June 30, 2007
and December 31, 2006 were $184,097 and $1,933,681, respectively.
Open contracts generally mature within three months of June 30, 2007. The
latest maturity for open futures contracts is in March 2008. 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
June 30, 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> <c> <c>
Three Months Ended June 30, Six Months Ended June 30,
2007 2006 2007 2006
Performance per unit (5)
Net unit value, beginning of period $3,490.17 $3,000.59 $3,489.87 $3,357.08
Net realized and unrealized gains and
(losses) on commodity transactions 285.33 366.84 407.33 76.05
Investment and other income 36.17 37.41 76.49 73.09
Expenses (1) (162.49) (114.17) (324.51) (215.55)
Net increase (decrease) for the period 159.01 290.08 159.31 (66.41)
Net unit value at the end of the period $3,649.18 $3,290.67 $3,649.18 $3,290.67
Net assets at the end of the period ($000) $17,035 $16,411 $17,035 $16,411
Total return (3) 4.37% 9.67% 4.42% -1.98%
Ratio to average net assets (4)
Investment and other income 1.02% 1.38% 2.15% 2.64%
Expenses (2) -1.92% -0.87% -3.68% -1.28%
</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
June 30, 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 August 14, 2007
Michael Pacult Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-18
<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
supplement to its disclosure document dated October __, 2007, both of which
are combined in this single supplement to prospectus.
Appendixes & Exhibits
Appendix I - Commodity Terms And Definitions; State Regulatory Glossary
[See prospectus dated August 14, 2007]
Appendix II - Privacy Statement
[See prospectus dated August 14, 2007]
Exhibit A - Limited Partnership Agreement
[See prospectus dated August 14, 2007]
Exhibit B - Request For Redemption
[See prospectus dated August 14, 2007]
Exhibit C - Suitability Information
Exhibit D - Subscription Agreement And Power Of Attorney
Exhibit E - Depository Agreement
[See prospectus dated August 14, 2007]
Exhibit F - Investment Advisory Contract -
Clarke Capital Management, Inc.
[See prospectus dated August 14, 2007]
The date of this Statement of Additional Information is October __, 2007
<page>
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 August 14, 2007 as supplemented October
___, 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
1
<page>
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.
2
<page>
*******************************************************************************
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.
<page>
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 August 14, 2007 as supplemented October ___, 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.
<page>
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 August 14
, 2007 as supplemented October ___, 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) the Partnership's substantial charges; (iii) the
Partnership's highly leveraged trading activities; (iv) the lack of
liquidity of the Units including a lock-in period of twelve months; (v) the
existence of actual and potential conflicts of interest in the structure and
operation of the Partnership; (vi) that Limited Partners may not take part
in the management of the Partnership; and (vii) 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
<page>
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 August 14, 2007 as supplemented October __, 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.
<page>
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
________________________________________________
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
<page>
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)
1
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(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;
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(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:
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(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.
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Pursuant to the requirements of the Securities Act of 1933, in the City of
Fremont in the State of Indiana on this 31st day of October, 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: October 31, 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)