Attached files
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the year ended 12-31-2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-53111
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 51-0380494
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 331-1532
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
Yes [ ] No [ ] N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller reporting company [ ]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.: Not Applicable. There is no market for the
Units of partnership interests and none is expected to develop. The
Registrant is a commodity pool. The Units are registered to permit the
initial sale of Units at month end net asset value.
Documents Incorporated by Reference
Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission for the years ended December 31, 1998
through 2008 at Registration Nos. 333-61217, 333-53111 and 333-59976.
Registration Statement on Form S-1 and all amendments thereto filed with the
United States Securities and Exchange Commission at Registration Nos. 333-
61217 and 333-59976 are incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On September 3, 1999, the registration statement filed by Atlas Futures Fund,
L. P., (the "Fund") with the Securities and Exchange Commission (the "SEC"),
which incorporated the disclosure document filed with the Commodity Futures
Trading Commission (the "CFTC") was declared effective. Offers and sales of
the Fund's limited partnership interests (the "Units") at the initial price of
$1,000 per Unit commenced on that date to residents of the states selected by
the General Partner. On October 15, 1999, the Fund had sold in excess of the
$700,000 in face amount of Units, the amount required to break escrow and
deliver the sales proceeds to the Fund accounts to permit it to commence the
speculative trading of commodity futures. Trading commenced on November 18,
1999. On May 1, 2001, the Registrant registered $8,000,000 in additional
Units. Units are currently offered and sold at the net asset value per Unit
("NAV") determined after addition of profits and deduction of losses,
expenses, and reserves, at the close on the last business day of each month.
See the financial statements for the total value of the Fund and the NAV as of
the date of the statements.
The trades for the Fund are selected and placed with the futures commission
merchant ("FCM"), i.e., clearing broker, for the account of the Fund by one or
more CTAs selected by the General Partner of the Fund. Since the inception of
trading through February 1, 2005, the Fund account was traded by a single CTA,
Clarke Capital Management, Inc. 116 W. 2nd Street, Hinsdale, Illinois 60521
(630) 323-5913. As of February 1, 2005, NuWave Investment Company, 1099 Mount
Kemble Avenue, Morristown, New Jersey 07960, Telephone: (973) 425-9192, Fax:
(973) 425-9190, E-mail: info@NuWavecorp.com was added as a CTA. As of October
1, 2007, NuWave was removed as CTA. The books and records of the trades
placed by the CTA in the Fund's trading account are kept and are available for
inspection by the Limited Partners at the office of the corporate General
Partner, 5914 N. 300 West, Fremont, IN 46737. Clarke is not paid a management
fee of the equity assigned to it to manage, but is paid an incentive fee of
twenty-five percent (25%) of New Net Profit that it generates, as that term is
defined in the Limited Partnership Agreement which governs the operation of
the Fund, payable quarterly. The Fund Limited Partnership Agreement is
included as Exhibit A to the prospectus delivered to the prospective investors
and filed as part of the Registration Statement. The Limited Partnership
Agreement defines the terms of operation of the Fund and is incorporated
herein by reference. None of the purchasers of Limited Partnership Units
("Limited Partners") has a voice in the management of the Fund or ownership in
the General Partner or the trading advisor. Reports of the NAV are sent to
the Partners within twenty days following the end of each month.
Ashley Capital Management, Inc., the corporate General Partner and Commodity
Pool Operator, is paid monthly fixed brokerage commissions of eleven twelfths
of one percent (11/12%) of the total value of the funds available for trading
in the Fund's accounts at the FCM [eleven percent (11%) per year], from which
it pays seven percent (7%) of the eleven percent (11%) to Futures Investment
Company as introducing broker, which in turn pays all clearing costs,
including pit brokerage fees, which includes floor brokerage, NFA and exchange
fees for trades. The FCM is selected by the General Partner and holds a
portion of the Fund's trading equity and places the trades as directed by the
CTA pursuant to a power of attorney and advisory agreement granted by the
Fund. The CTA agreements are terminable at the will of the parties.
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act. Once the Units are issued, the operation of the Fund is subject
to regulation pursuant to the Securities and Exchange Act of 1934 and the
Commodity Exchange Act. The U.S. Securities and Exchange Commission and the
Securities Commissions and securities acts of the several States where its
Units are offered and sold have jurisdiction over the operation of the Fund.
The National Futures Association has jurisdiction over the operation of the
General Partner and the Commodity Trading Advisors. This regulatory structure
is not intended, nor does it, protect investors from the risks inherent in the
trading of futures and options.
2
The Registrant will resume the offering of Units for sale to the public upon
effectiveness of a fully amended and restated prospectus (the "Prospectus"),
as it may be further amended in the future, until the balance of un-issued
registered securities, $819,055, as of December 31, 2009, is sold or the
offering terminates as permitted or required by the terms of the Limited
Partnership Agreement.
Item 1A. Risk Factors
The trading of futures, options on futures and other commodities related
investments is highly speculative and risky. You should make an investment in
the Fund only after consulting with independent, qualified sources of
investment and tax advice and only if your financial condition will permit you
to bear the risk of a total loss of your investment. You should consider an
investment in the Units only as a long-term investment. Moreover, to evaluate
the risks of this investment properly, you must familiarize yourself with the
relevant terms and concepts relating to commodities trading and the regulation
of commodities trading, which are discussed in the Risk Factors section of the
Prospectus, which is incorporated herein by reference.
You should carefully consider all the information we have included or
incorporated by reference in this Form 10-K and our subsequent periodic
filings with the SEC. In particular, you should carefully consider the risk
factors described above and read the risks and uncertainties as set forth in
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" Section of this Form 10-K. Any of the heretofore mentioned
risks and uncertainties could materially adversely affect the Fund, its
trading activities, operating results, financial condition and Net Asset Value
and therefore could negatively impact the value of your investment. You should
not invest in the Units unless you can afford to lose all of your investment.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The general partner has sole authority to determine the percentage of Fund
assets that will be held on deposit with the futures commission merchant
(FCM), used for other investments, and held in bank accounts to pay current
obligations. The Fund maintains approximately 67% of its assets in a Treasury
Direct Account maintained with the United States Department of the Treasury,
and it also retains approximately 3% of its assets in a cash management fund
that invest in U.S. Treasuries and have high liquidity. Funds maintained with
the Department of Treasury and any cash management funds are in the name of the
partnership and not commingled with those of any other entity. The general
partner maintains approximately 29% of our net assets with the futures
commission merchant for margin for trading by the trading advisor.
Approximately 1% of the previous month's net assets are retained in the
Fund's bank accounts to pay expenses and redemptions. MF Global Inc. is
registered with the National Futures Association pursuant to the Commodity
Exchange Act as a FCM. The trading of futures, options on futures and other
commodities is highly speculative and the Fund has an unlimited risk of loss,
including the pledge of all of its assets to the FCM to secure the losses on
the trades made on its behalf by the commodity trading advisor or advisors
selected, from time to time, by the General Partner.
Item 3. Legal Proceedings
There have been no legal proceedings against the Fund, its General Partner,
the CTA, the IB or any of their Affiliates, directors or officers. The FCM,
MF Global Inc. ("MFG"), (MFG was formerly known as Man Financial Inc. ("MFI")
until the change of name to MFG was effected on July 19, 2007), has had the
following described reportable events, none of which, in the opinion of the
FCM, is material to the performance of the FCM on behalf of the Fund's
account:
In May 2006, MFI was sued by the Receiver for Philadelphia Alternate Asset
Fund ("PAAF") and associated entities for common law negligence, common law
fraud, violations of the Commodity Exchange Act and RICO violations (the
"Litigation"). In December 2007, without admitting any liability of any party
to the Litigation to any other party to the Litigation, the Litigation was
settled with MFI agreeing to pay $69 million, plus $6 million of legal
expenses, to the Receiver, in exchange for releases from all applicable
parties and the dismissal of the Litigation with prejudice. In a related
action, MFI settled a CFTC administrative proceeding (In the Matter of MF
Global, f/k/a Man Financial Inc., and Thomas Gilmartin) brought by the CFTC
against MFI and one of its employees for failure to supervise and
recordkeeping violations. Without admitting or denying the allegations, MFI
agreed to pay a civil monetary penalty of $2 million and accept a cease and
desist order.
3
On February 20, 2007, MFI settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc., CFTC Docket No. 07-04) in
which MFI was alleged to have failed to supervise one of its former associated
persons ("AP") who was charged with fraudulently soliciting customers to open
accounts at MFI. The CFTC alleged that the former AP misrepresented the
profitability of a web-based trading system and of a purported trading system
to be traded by a commodity trading advisor. Without admitting or denying the
allegation, MFI agreed to pay restitution to customers amounting to
$196,900.44 and a civil monetary penalty of $120,000. MFI also agreed to a
cease and desist order and to strengthen its supervisory system for overseeing
sales solicitations by employees in connection with accounts to be traded
under letters of direction in favor of third party system providers.
On March 6, 2008, and thereafter, 5 virtually identical proposed class action
securities suits were filed against MFG's parent, MF Global Ltd. ("MF
Global"), certain of its officers and directors, and Man Group plc. These
suits have now been consolidated into a single action. The complaints seek to
hold defendants liable under Sec. 11, 12 and 15 of the Securities Act of 1933
by alleging that the registration statement and prospectus issued in
connection with MF Global's initial public offering in July 2007 were
materially false and misleading to the extent that representations were made
regarding MF Global's risk management policies, procedures and systems. The
allegations are based upon MF Global's disclosure of $141.5 million in trading
losses incurred in a single day by an AP in his personal trading account
("Trading Incident"), which losses MFG was responsible to pay as an exchange
clearing member. The consolidated cases have been dismissed on a motion to
dismiss by defendants. Plaintiffs have appealed.
On December 17, 2009, MFG settled a CFTC administrative proceeding in
connection with the Trading Incident and three other matters without admitting
or denying any allegations and accepting a charge of failing to supervise (In
the Matter of MF Global Inc. CFTC Docket No. 10-03). The three additional
matters that were settled involved allegations that MF Global failed to
implement procedures to ensure proper transmissions of price information for
certain options that were sent to a customer, specifically that the price
indications reflected a consensus taken on [a particular] time and date and
were derived from different sources in the market place; failed to diligently
supervise the proper and accurate preparation of trading cards and failed to
maintain appropriate written authorization to conduct trades for a certain
customer. Under the Commission's order, MFG agreed to pay an aggregate civil
monetary penalty of $10 million (which it had previously accrued) and agreed
to a cease and desist order. In addition, MFG agreed to specific undertakings
related to its supervisory practices and procedures and MFG agreed that it
would engage an independent outside firm to review and assess the
implementation of the undertakings and certain recommendations that MFG
previously accepted. At the same time, MFG, without admitting or denying the
allegations made by the CME, settled a CME disciplinary action relating to the
Trading Incident by paying a fine of $495,000.
On August 28, 2009, Bank of Montreal ("BMO") instituted suit against MFG and
its former broker, Joseph Saab ("Saab") (as well as a firm named Optionable,
Inc. and five of its principals or employees), in the United States District
Court for the Southern District of New York. In its complaint, BMO asserts
various claims against all defendants for their alleged misrepresentation of
price quotes to BMO's Market Risk Department ("MRD") as independent quotes
when defendants knew, or should have known, that David Lee ("Lee"), BMO's
trader, created the quotes which, in circular fashion, were passed on to BMO
through MFG's broker, thereby enabling Lee substantially to overvalue his book
at BMO. BMO further alleges that MFG and Saab knew that Lee was fraudulently
misrepresenting prices in his options natural gas book and aided and abetted
his ability to do so by MFG's actions in sending price indications to the BMO
MRD, and substantially assisted Lee's breach of his fiduciary duties to BMO as
its employee. The Complaint seeks to hold all defendants jointly and
severally liable and, although it does not specify an exact damage claim, it
claims CAD 680.0 million (approximately $635.9 million) as a pre-tax loss for
BMO in its natural gas trading, claims that it would not have paid brokerage
commissions to MFG (and Optionable), would not have continued Lee and his
supervisor as employees at substantial salaries and bonuses, and would not
have incurred substantial legal costs and expenses to deal with the Lee
mispricing. MFG has made a motion to dismiss, which is pending.
4
In or about October 2003, MFI uncovered an apparent fraudulent scheme
conducted by third parties unrelated to MFI that may have victimized a number
of its clients. CCPM, a German Introducing Broker, introduced to MFI all the
clients that may have been victimized. An agent of CCPM, Michael Woertche
(and his asssociates), apparently engaged in a Ponzi scheme in which allegedly
unauthorized transfers from and trading in accounts maintained at MFI were
utilized to siphon money out of these accounts, on some occasions shortly
after they were established. MFI was involved in two arbitration proceedings
relating to these CCPM introduced accounts. The first arbitration involved
claims made by two claimants before a NFA panel. The second arbitration
involves claims made by four claimants before a FINRA panel. The claims in
both arbitrations are based on allegations that MFI and an employee assisted
CCPM in engaging in, or recklessly or negligently failed to prevent,
unauthorized transfers from, and trading in, accounts maintained by MFI.
Damages sought in the NFA arbitration proceeding were approximately $1,700,000
in compensatory damages, unspecified punitive damages and attorney's fees in
addition to the rescission of certain deposit agreements. The NFA arbitration
was settled for $200,000 as to one claimant and a net of $240,000 as to the
second claimant during fiscal 2008. Damages sought in the FINRA proceeding
were approximately $6,000,000 in compensatory damages and $12,000,000 in
punitive damages. During the year ended March 31, 2009, the FINRA arbitration
was settled for an aggregate of $800,000.
MFI was named as a co-defendant in an action filed in Florida State Court by
Eagletech Communications Inc. ("Eagletech") and three of its alleged
shareholders against 21 defendants, including banks, broker-dealers and
clearing brokers, as well as "100 John Doe defendants or their nominee
entities". The complaint alleges that the defendants engaged in a criminal
conspiracy designed to manipulate the publicly traded share price of Eagletech
stock. Plaintiffs seek unspecified compensatory and special damages, alleging
that "Man Group PLC d/b/a Man Financial Inc" participated in the conspiracy by
acting as a clearing broker for a broker-dealer that traded in Eagletech
stock. The complaint asserts claims under RICO, the Florida Securities and
Investor Protection Act, the Florida Civil Remedies for Criminal Practices Act
and a related negligence claim. On May 9, 2007, defendants filed a notice
removing the State Court action to the United States District Court for the
Southern District of Florida pursuant to 28 U.S.C. Sec.1441(a). On October 2,
2007, Plaintiffs filed a first amended complaint in the Federal Court action
asserting additional claims against MFG under Florida common law, including
civil conspiracy, conversion and trespass to chattels. On February 26, 2008,
the financial institution defendants, including MF Global Inc., filed a motion
to dismiss seeking dismissal of all claims asserted in the amended complaint
on the ground that the claims are barred by the Private Securities Litigation
Reform Act ("PSLRA") and preempted by the federal securities laws. On June 27,
2008, the Court partially granted the motion, holding that the federal RICO
claims are barred by the PSLRA and dismissing the RICO claims with prejudice.
The Court declined to exercise supplemental jurisdiction over the state law
claims and remanded those claims to the Florida State Court. On July 25, 2008,
plaintiffs filed a notice of appeal of the Court's June 27, 2008 decision to
the United States Court of Appeals for the Eleventh Circuit but subsequently
withdrew its appeal.
In December 2007, MFG, along with four other futures commission merchants
("FCMs"), were named as defendants in an action filed in the United States
District Court in Corpus Christi, Texas by 47 individuals who were investors
in a commodity pool (RAM I LLC) operated by Renaissance Asset Management LLC.
The complaint alleges that MFG and the other defendants violated the Commodity
Exchange Act and alleges claims of negligence, common law fraud, violation of
a Texas statute relating to securities fraud and breach of fiduciary duty for
allegedly failing to conduct due diligence on the commodity pool operator and
commodity trading advisor, having accepted executed trades directed by the
commodity trading advisor, which was engaged in a fraudulent scheme with
respect to the commodity pool, and having permitted the improper allocation of
trades among accounts. The plaintiffs claim damages of $32.0 million, plus
exemplary damages, from all defendants. All of the FCM defendants moved to
dismiss the complaint for failure to state a claim upon which relief may be
granted. Following an initial pre-trial conference, the court granted
plaintiffs leave to file an amended complaint. On May 9, 2008, plaintiffs
filed an amended complaint in which plaintiffs abandoned all claims except a
claim alleging that the FCM defendants aided and abetted violations of the
Commodity Exchange Act. Plaintiffs now seek $17.0 million in claimed damages
plus exemplary damages from all defendants. MFG filed a motion to dismiss the
amended complaint which was granted by the court and appealed by the
plaintiffs.
5
The Liquidation Trustee ("Trustee") for Sentinel Management Group, Inc.
("Sentinel") sued MFG in June 2009 on the theory that MFG's withdrawal of
$50.2 million within 90 days of the filing of Sentinel's bankruptcy petition
on August 17, 2007 is a voidable preference under Section 547 of the
Bankruptcy Code and, therefore, recoverable by the Trustee, along with
interest and costs.
In May 2009, investors in a venture set up by Nicholas Cosmo ("Cosmo") sued
Bank of America and MFG, among others, in the United States District Court for
the Eastern District of New York, alleging that MFG, among others, aided and
abetted Cosmo and related entities in a Ponzi scheme in which investors lost
$400 million. MFG has made a motion to dismiss which is currently pending
before the court.
In the late spring of 2009, MFG was sued in Oklahoma State Court by customers
who were substantial investors with Mark Trimble ("Trimble") and/or
Phidippides Capital Management ("Phidippides"). Trimble and Phidippides may
have been engaged in a Ponzi scheme. Plaintiffs allege that MFG "materially
aided and abetted" Trimble's and Phidippides' violations of the anti-fraud
provisions of the Oklahoma securities laws and they are seeking damages "in
excess of" $10,000 each. MFG made a motion to dismiss which was granted by the
court. Plaintiffs have appealed.
MFG and an affiliate, MF Global Market Services LLC ("Market Services"), are
currently involved in litigation with a former customer of Market Services,
Morgan Fuel & Heating Co., Inc. ("Morgan Fuel") and its principals, Anthony
Bottini, Jr., Brian Bottini and Mark Bottini (the "Bottinis"). The litigations
arise out of trading losses incurred by Morgan Fuel in over-the-counter
derivative swap transactions, which were unconditionally guaranteed by the
Bottinis.
On October 6, 2008, Market Services commenced an arbitration against the
Bottinis to recover $8.3 million, which is the amount of the debt owed to
Market Services by Morgan Fuel after the liquidation of the swap transactions.
MF Global Market Services LLC v. Anthony Bottini, Jr., Brian Bottini and Mark
Bottini, FINRA No. 08-03673. Each of the Bottinis executed a guaranty in favor
of Market Services personally and unconditionally guaranteeing payment of the
obligations of Morgan Fuel upon written demand by Market Services. Market
Services asserted a claim of breach of contract based upon the Bottinis'
failure to honor the guarantees.
On October 21, 2008, Morgan Fuel commenced a separate arbitration proceeding
before FINRA against MFG and Market Services. Morgan Fuel claims that MFG and
Market Services caused Morgan Fuel to incur approximately $14.2 million in
trading losses. Morgan Fuel v. MFG and Market Services, FINRA No. 08-03879.
Morgan Fuel seeks recovery of $5.9 million in margin payments that it
allegedly made to Market Services and a declaration that it has no
responsibility to pay Market Services for the remaining $8.3 million in
trading losses because Market Services should not have allowed Morgan Fuel to
enter into, or maintain, the swap transactions.
The Bottinis also asserted a third-party claim against Morgan Fuel, which in
turn asserted a fourth-party claim against MFG, Market Services and Steven
Bellino (an MFG employee) in the arbitration proceeding commenced by Market
Services.
On December 12, 2008, MFG settled three CME Group disciplinary actions
involving allegations that on a number of occasions in 2006 and 2007, MFG
employees engaged in impermissible pre-execution communications in connection
with trades executed on the e-cbot electronic trading platform, withheld
customer orders that were executable in the market for the purpose of
soliciting, and brokering contra-orders and crossed orders on the e-cbot
trading platform without allowing for the minimum required exposure period
between the entry of the orders. MFG was also charged with failing to properly
supervise its employees in connection with these trades. Without admitting or
denying any wrongdoing, MFG consented to an order of a CME Business Conduct
Committee Panel which found that MFG violated legacy CBOT Rule 504.00 and
Regulations 480.10 and 9B.13 and 9B.13(c) and ordered MFG to pay a $400,000
fine, cease and desist from similar conduct and, in consultation with CME
Market regulation Staff, enhance its training practices and supervisory
procedures regarding electronic trading practices.
MFG acts only as clearing broker for the Fund's futures accounts and as such
is paid commissions for executing and clearing trades. MFG has not passed
upon the adequacy or accuracy of the Fund's prospectus or this report and will
not act in any supervisory capacity with respect to the CPO or the CTA, as the
case may be, nor participate in the management of the CPO or of the Fund or of
the CTA. Therefore, investors should not rely on MFG in deciding whether or
not to participate in the Fund.
6
The Fund is not aware of any threatened or potential claims or legal
proceedings to which the Fund is a party or to which any of its assets are
subject. MFG has represented to the General Partner that that none of the
events it has reported will not now, or at any time in the future, interfere
with its performance as the FCM for the Fund's account.
Item 4. (Removed and Reserved)
N/A
PART II
Item 5. Market for Registrant's Limited Partnership Units, Related
Stockholder Matters and Issuer Purchases of Equity Securities
The Fund desires to be taxed as a partnership and not as a corporation. In
furtherance of this objective, the Limited Partnership Agreement, subject to
certain exceptions upon the death of a Limited Partner, requires all Limited
Partners to obtain the approval of the General Partner prior to the transfer
of any Units of partnership interest. Accordingly, there is no trading market
for the Fund Units and none is likely to develop. The Limited Partners must
rely upon the right of Redemption provided in the Limited Partnership
Agreement to liquidate their interest.
The Fund has fewer than 300 holders of its securities. Limited Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market of
interests will develop and that the right of redemption will be the sole
expected method of withdrawal of equity from the Fund. The General Partner
has sole discretion in determining what distributions, if any, the Fund will
make to the Partners. The Fund has not made any distributions as of the date
hereof. The Fund has no securities authorized for issuance under equity
compensation plans. See the Limited Partnership Agreement attached as Exhibit
A to the Registration Statement, incorporated herein by reference, for a
complete explanation of the limitations upon transfer and right of redemption
provided to Partners.
Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Limited Partners must rely upon their right of
redemption to obtain their return of equity after consideration of profits, if
any, and losses from the Fund. See the Registration Statement, incorporated
herein by reference, for a complete explanation of the allocation of profits
and losses to a Limited Partner's capital account.
Following is a summary of certain financial information for the Registrant for
the period from January 1, 2005 to December 31, 2009.
7
For the Years Ended December 31,
2009 2008 2007 2006 2005
Performance per unit (3)
Net unit value, beginning of the year $5,404.76 $4,175.12 $3,489.87 $3,357.08 $2,731.41
Net realized and unrealized gain (loss) on
commodity transactions (753.79) 2,355.63 1,365.97 505.12 1,206.19
Investment and other income 6.44 64.59 151.43 139.17 80.59
Expenses (1) (574.17) (1,190.58) (832.15) (511.50) (661.11)
Net increase (decrease) for the year (1,321.52) 1,229.64 685.25 132.79 625.67
Net unit value at the end of the year $4,083.24 $5,404.76 $4,175.12 $3,489.87 $3,357.08
Net assets at the end of the year ($000) $14,711 $22,691 $18,637 $17,015 $16,842
Total return (1) (24.45%) 29.45% 19.64% 3.94% 22.91%
Number of units outstanding at the end of the year 3,602.89 4,198.35 4,463.75 4,875.48 5,016.79
Supplemental Data:
Ratio to average net assets
Investment and other income (3) 0.13% 1.30% 4.14% 4.22% 2.57%
Expenses (2) (12.02%) (24.03%) (22.47%) (4.36%) (10.19%)
Total return is calculated based on the change in value of a unit during the
period. An individual partner's total return and ratios may vary from the
above total returns and ratios based on the timing of additions and
redemptions.
(1) Includes brokerage commissions
(2) Excludes brokerage commissions for 2005 and prior years.
(3) For the years ended December 31, 2006 and 2005, 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. For the years ended December 31, 2009, 2008 and 2007,
investments in other income and expenses and net realized and unrealized gains
and losses on commodity transactions are calculated based on a single unit
outstanding during the period.
8
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2009 and 2008:
2009 2008
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total Investment Gain (999,419) 121,517 (1,136,120) (884,422) 3,382,295 6,738,452 (1,762,464) 2,045,462
Net Income (Loss) (1,646,440) (477,424) (1,665,087) (1,372,912) 2,049,905 4,447,545 (2,377,701) 1,341,430
Net Income (Loss) per limited
partnership unit (393.09) (126.62) (437.54) (364.27) 456.85 1,012.64 (541.38) 301.53
Net Income (Loss) per general
partnership unit (if any) - - - - - - - -
Net asset value per partnership
unit at the end of period. 5,011.67 4,885.05 4,447.51 4,083.24 4,631.97 5,644.61 5,103.23 5,404.76
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Critical Accounting Policies and Estimates
The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change in
unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).
Capital Resources
The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no capital
assets which are not operating capital or assets.
Liquidity
Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits". During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading
in such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.
The entire offering proceeds will be credited to the Fund's bank and brokerage
accounts to engage in trading activities and as reserves for that trading. The
Fund meets its margin requirements by depositing U.S. government securities or
cash or both with the futures broker and the over-the-counter counterparties.
In this way, substantially all (i.e., approximately 99% or more) of the Fund's
assets, whether used as margin for trading purposes or as reserves for such
trading, can be invested in U.S. government securities and time deposits with
U.S. banks. Investors should note that maintenance of the Fund's assets in
U.S. government securities and banks does not reduce the risk of loss from
trading futures, forward and swap contracts. The Fund receives all interest
earned on its assets. No other person shall receive any interest or other
economic benefits from the deposit of Fund assets.
9
Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Treasury bills in segregated accounts with the futures
broker pursuant to the Commodity Exchange Act and regulations thereunder. When
combined with the previously described assets committed to margin, a total of
up to approximately 40% of the Fund's assets may be deposited with over-the-
counter counterparties in order to initiate and maintain forward and swap
contracts. Such assets are not held in segregation or otherwise regulated
under the Commodity Exchange Act, unless such over-the-counter counterparty is
registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated
bank affiliates of the over-the-counter counterparties. The remaining 60% to
90% of the Fund's assets are normally invested in cash equivalents, such as
U.S. Treasury bills, and held by the futures broker or the over-the-counter
counterparties.
The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.
Results of Operations
The Fund is subject to ongoing offering and operating expenses; however,
profits or losses are primarily generated by the commodity trading advisor by
methods that are proprietary to it. These results are not to be construed as
an expectation of similar profits in the future.
The Limited Partnership Agreement grants solely to the General Partner the
right to select the trading advisor or advisors and to otherwise manage the
operation of the Fund. The CTAs selected are responsible for the selection of
trades. As evidenced by the increase in per unit value disclosed above, the
Fund's CTAs have been successful overall. See the Registration Statement,
incorporated by reference herein, for an explanation of the operation of the
Fund.
The initial start-up costs attendant to the sale of Units by use of a
prospectus which has been filed with the Securities and Exchange Commission
are substantial. The results of the partial year 1999 and the years 2000
through 2009 reflect the absorption of these costs by the Fund.
The Fund's realized and unrealized trading gains (losses) before commissions
were $(2,898,444) [$(753.79) per Unit] and $10,403,745 [$2,355.63 per Unit]
for the twelve months ended December 31, 2009 and December 31, 2008,
respectively. The Fund's results after payment and accrual of expenses for
the twelve months ended December 31, 2009 and December 31, 2008 were profits
(losses) of $(5,130,863) [$(1,321.52) per Unit] and $5,461,179 [$1,229.64
Unit], respectively. The net asset value ("NAV") per Unit as of December 31,
2009, was $4,083.24, a decrease of (24.5)% from the December 31, 2008 NAV per
Unit of $5,404.76.
The above described performance was primarily due to the trading of Clarke
Capital Management, currently the sole commodity trading advisor that trades
for the Fund via its proprietary method, with the balance of the income from
interest earned on deposits. If a large movement occurs in a sector that a
trading advisor trades, such as agriculture, financials, metals or softs, it
does not necessarily mean that the trading advisor will engage in trades that
capture such moves. Accordingly, market movements and conditions are not
necessarily correlated with Fund performance. Past performance is not
necessarily indicative of future results.
Registrant's average net assets during the twelve months ended December 31,
2009 were approximately $18,779,314 a decrease of (13.6)% over average net
assets during the twelve months ended December 31, 2008 of $21,745,174. The
decreases in average net assets during the comparative twelve month periods
were primarily due to the effects of investment returns generated by the
commodity trading advisor. Net additions (withdrawals) for the twelve months
ended December 31, 2009 and December 31, 2008 were $(2,848,694) and
$(1,406,854), respectively.
Interest income is earned on the Fund's assets, either through investment in
short - term cash instruments or through its deposits with the clearing
broker. Interest income to the Fund varies monthly according to interest
rates, trading performance, subscriptions and redemptions. Interest income
for the twelve months ended December 31, 2009 was $25,287, a (91.0)% decrease
over the interest income for the twelve months ended December 31, 2008 of
$282,259. The decrease in interest income for the comparative twelve month
periods was primarily due to significantly reduced short term interest rates.
10
Brokerage commissions of 11% are calculated on the Fund's total trading equity
as of the beginning of each month and therefore, vary according to monthly
trading performance, subscriptions and redemptions. Commissions for the twelve
months ended December 31, 2009 were $2,108,568, a (14.8)% decrease over the
commissions for the twelve months ended December 31, 2008 of $2,474,512. The
decrease in commissions for the comparative twelve month periods was primarily
due to decreased average net asset levels.
Pursuant to the Trading Advisory Agreement, the Fund pays a quarterly
incentive fee to each trading advisor that has traded for the Fund. See Note
5 to the financial statements herein for the current incentive fees. Trading
advisor incentive fees during the twelve months ended December 31, 2009 and
December 31, 2008 were $0 and $2,562,761, respectively. The amounts are
directly related to the trading performance of the trading advisors. Because
CTA's earn their incentive fees independent of each other, during periods when
there are multiple advisors, it is possible for one advisor to earn an
incentive fee even if the other CTA or the Fund overall has negative
performance.
Operating expenses include accounting, audit, tax, and legal fees, as well as
regulatory costs and printing and postage costs related to reports sent to
limited partners. Operating expenses during the twelve months ended December
31, 2009 and December 31, 2008 were $149,138 and $187,552, respectively. The
decrease over the comparative twelve month periods was primarily due to
reduced state registration fees from the prior period.
Inflation has had no material impact on the operations or on the financial
condition of the Fund from inception through December 31, 2009.
Off-Balance Sheet Risk
The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in
future obligation or loss. The Fund trades in futures, forward and swap
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and the
Limited Partners would realize a 100% loss. The Fund, the General Partner and
the CTAs minimize market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio
that rarely exceeds 40%.
In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the
clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.
In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial institutions;
thus there may be a greater counterparty credit risk. The CTAs trade for the
Fund only with those counterparties which they believe to be creditworthy. All
positions of the Fund are valued each day on a mark-to-market basis. There can
be no assurance that any clearing member, clearinghouse or other counterparty
will be able to meet its obligations to the Fund.
11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund
securities is expected to develop. The Fund is engaged in the speculative
trading of futures and options on futures. The risks are fully explained in
the Fund prospectus delivered to each prospective partner prior to their
investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2009 were audited by Patke &
Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and
are provided in this Report beginning on page F-1. The supplementary
financial information specified by Item 302 of Regulation S-K is included in
Item 6. Selected Financial Data in this Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Disclosure Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the General Partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.
The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the
end of the period covered by this Report. Based on their evaluation, Mr.
Pacult has concluded that these disclosure controls and procedures are
effective.
Changes in Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to
evaluate annually the effectiveness of its internal controls over financial
reporting as of the end of each fiscal year, and to include a management
report assessing the effectiveness of its internal control over financial
reporting in all annual reports. There were no changes in the General
Partner's internal control over financial reporting during the quarter ended
December 31, 2009 that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting applicable to the
Fund.
Management's Annual Report on Internal Control over Financial Reporting
The General Partner is responsible for establishing and maintaining adequate
internal control over the Fund's financial reporting. Internal control over
financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act as a process designed by, or under the supervision of,
a company's principal executive and principal financial officers and effected
by a company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The General Partner's internal
control over financial reporting includes those policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Fund's
assets;
12
* provide reasonable assurance that transactions are recorded as necessary
to permit preparation of the Fund's financial statements in accordance with
generally accepted accounting principles, and that the Fund's receipts and
expenditures are being made only in accordance with authorizations of the
General Partner's management and directors; and
* provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Fund's assets that could
have a material effect on the Fund's financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Fund securities are not publicly traded so that there can be no insider
trading or leaks of confidential information to the public. All Fund money is
on deposit either with a bank or a futures commission merchant. See
Subsequent Events in Item 1 of this Report. There is an audit trail produced
by both. A certified public accountant prepares the monthly financial
statements. The Fund units are sold during the month at a net asset value to
be determined as of the close of business on the last day of trading each
month. No information related to the value of the units during the month is
available to the Fund sales force or the prospects. All quarterly financial
statements are reviewed by an independent certified public accountant who
audits the Fund financial statements at the end of each calendar year. The
Fund maintains its subscription agreements and other records for six years.
The management of the General Partner assessed the effectiveness of its
internal control over financial reporting with respect to the Fund as of
December 31, 2009. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework. Based on its assessment,
management has concluded that, as of December 31, 2009, the General Partner's
internal control over financial reporting with respect to the Fund is
effective based on those criteria.
This Report does not include an attestation report of the Fund's registered
public accounting regarding control over financial reporting. The General
Partner's report was not subject to attestation by the Fund's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's
report in this annual report.
Item 9B. Other Information.
None.
Part III
Item 10. Directors and Executive Officers and Corporate Governance
The Fund is a Delaware Limited Partnership which acts through its corporate
and individual general partner. Accordingly, the Registrant has no Directors
or Executive Officers.
The General Partners of the Registrant are Ashley Capital Management,
Incorporated, a Delaware corporation, and Mr. Michael P. Pacult. The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Mr.
Pacult, age 65, is the sole shareholder, director, registered principal and
executive officer of the corporate General Partner. The background and
qualifications of Mr. Pacult are disclosed in the Registration Statement,
incorporated herein by reference.
There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.
13
Audit Committee Financial Expert
Mr. Pacult, in his capacity as the sole principal for the General Partner of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission. He is not independent of management.
Code of Ethics
The Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal. Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, as those functions are exclusively the
responsibility of the Fund and its General Partner.
Item 11. Executive Compensation.
Although there are no executives of the Fund, the corporate General Partner is
paid compensation that the Fund has elected to disclose on this Form 10-K.
The Fund pays its corporate General Partner fixed brokerage commissions of
eleven percent (11%) per year, payable monthly, from which it pays its
affiliated introducing broker, Futures Investment Company, seven percent (7%)
of the eleven percent (11%) to cover the cost of the trades entered by the
CTA. The corporate General Partner retains the difference between the seven
percent (7%) it pays to the introducing broker and the eleven percent (11%) it
is paid.
All compensation is disclosed in the Registration Statement, which is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
(a) The following Partners owned more than five percent (5%) of the total
equity of the Fund as of December 31, 2009:
Name Percent Ownership
None N/A
(b) As of December 31, 2009, neither the individual nor corporate General
Partner owned any Units of Limited Partnership Interests.
(c) The Limited Partnership Agreement governs the terms upon which control of
the Fund may change. No change in ownership of the Units will, alone,
determine the location of control. The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner. Control of the
management of the Fund may never vest in one or more Limited Partners.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
See Item 11, Executive Compensation and Item 12, Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters. The General
Partner has sole discretion over the selection of trading advisors. Ashley
Capital Management, Inc., the corporate General Partner, is paid a fixed
commission for trades and, therefore, both General Partners have a potential
conflict in the selection of a trading advisor who makes few trades rather
than produces profits for the Fund. This conflict and others are fully
disclosed in the Registration Statement, which is incorporated herein by
reference.
Item 14. Principal Accountant Fees and Services.
Only fees to the Principal Accountant, or Auditor, and not fees for other
accounting, are required to be disclosed in this section.
14
(1) Audit Fees
The fees and costs paid to Patke and Associates, Ltd. for the audit of the
Fund's annual financial statements, for review of financial statements
included in the Fund's Forms 10-Q and other services normally provided in
connection with regulatory filing or engagements (i.e., consents related to
SEC registration statements) for the years ended December 31, 2009 and 2008
were $25,127 and $16,535, respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Patke and Associates, Ltd. for tax compliance
services including tax compliance, tax advice, and tax planning for the years
ended December 31, 2009 and 2008 were $5,000 and $5,500, respectively.
(4) All Other Fees
None
(5) The Board of Directors of Ashley Capital Management, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.
(6) Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees. However, all work
performed was supervised by a full-time permanent employee.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. All Financial Statements
The Financial Statements begin on page F-1 of this report.
2. Financial Statement Schedules required to be filed by Item 8 of this form,
and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (Sec. 229.601
of this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file Nos. 333-61217 and 333-59976 previously filed with
the Securities and Exchange Commission.
31.1 Certification of CEO and CFO pursuant to Section 302
32.2 Certification of CEO and CFO pursuant to Section 906
(b) Exhibits required by Item 601 of Regulation S-K (Sec. 229.601 of this
chapter).
See response to 15(a)(3), above.
15
(c) Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including (1)
separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of affiliates
whose securities are pledged as collateral; and (3) schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2009, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Inc.
Its General Partner
Date: March 30, 2010 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
16
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
ANNUAL REPORT
December 31, 2009
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
505 Brookfield Drive
Dover, Kent County, Delaware 19901
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Statements of Assets and Liabilities F-3
Schedule of Investments - Cash and Securities - December 31, 2009 F-4
Schedule of Investments - Cash and Securities - December 31, 2008 F-5
Statements of Operations F-6
Statements of Changes in Net Assets F-7
Statements of Cash Flows F-8
Notes to the Financial Statements F-9 - F-16
Affirmation of the Commodity Pool Operator F-17
F-1
Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware
We have audited the accompanying statements of assets and liabilities,
including the schedule of investments, of Atlas Futures Fund, Limited
Partnership, as of December 31, 2009 and 2008, and the related statements of
operations, changes in net assets and cash flows for each of the three years
in the period ended December 31, 2009. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Partnership is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the effectiveness of the Partnership's internal
control over financial reporting. Accordingly, we do not express such an
opinion. An audit includes, examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atlas Futures Fund, Limited
Partnership as of December 31, 2009 and 2008, and the results of its
operations, its changes in net assets and its cash flows for each of the three
years in the period ended December 31, 2009 are in conformity with accounting
principles generally accepted in the United States of America.
/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
March 15, 2010
300 Village Green Drive, Suite 210 *
Lincolnshire, Illinois 60069 *(847)913-5400
F-2
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
December 31, 2009 and 2008
2009 2008
Assets
Investments
Equity in broker trading accounts
Cash and cash equivalents at broker $4,359,494 $7,826,204
Total equity in broker trading accounts 4,359,494 7,826,204
U.S. Treasury Bills (cost $9,997,725 and $14,977,729) 9,998,497 14,997,985
Cash 120,240 99,988
Money market fund 501,014 1,009
Interest receivable - 203
Prepaid expenses 11,395 -
Total assets 14,990,640 22,925,389
Liabilities
Partner redemptions payable 168,311 1,027
Accrued commissions payable to related parties 86,485 151,937
Incentive fees payable - 57,490
Other accrued liabilities 24,366 23,900
Total liabilities 279,162 234,354
Net assets $14,711,478 $22,691,035
Analysis of net assets
Limited partners $14,711,478 $22,691,035
General partners - -
Net assets (equivalent to $4,083.24 and $5,404.76 per unit) $14,711,478 $22,691,035
Partnership units outstanding
Limited partners units outstanding 3,602.89 4,198.35
General partners units outstanding - -
Total partnership units outstanding 3,602.89 4,198.35
The accompanying notes are an integral part of the financial statements
F-3
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
December 31, 2009
Fair Value Percent
Description Maturity Date Cost Face Value Local Currency U.S. Dollars of Net Assets
United States Treasury Bills:
United States Treasury Bill January 14, 2010 $4,999,115 $5,000,000 4,999,872 $4,999,872
United States Treasury Bill April 1, 2010 4,998,610 5,000,000 4,998,625 4,998,625
Total United States Treasury Bills $9,997,725 $10,000,000 $9,998,497 67.96%
Cash in trading accounts:
United States Markets 4,149,299 $4,149,299
Total cash in trading accounts denominated in U.S. Dollars 4,149,299 28.20%
Cash denominated in foreign currency:
Euro Dollar Markets - EUR 128,214 183,622
British Pound Markets - GBP 16,451 26,573
210,195 1.43%
Total cash denominated in foreign currency
Total cash in trading accounts $4,359,494 29.63%
Money market fund (501,013.80 shares at $1 per share) 501,014 $501,014 3.41%
The accompanying notes are an integral part of the financial statements
F-4
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
December 31, 2008
Fair Value Percent
Description Maturity Date Cost Face Value Local Currency U.S. Dollars of Net Assets
United States Treasury Bills:
United States Treasury Bill January 2, 2009 $4,985,944 $5,000,000 5,000,000 $5,000,000
United States Treasury Bill January 15, 2009 4,993,681 5,000,000 4,999,017 4,999,017
United States Treasury Bill February 19, 2009 4,998,104 5,000,000 4,998,968 4,998,968
Total United States Treasury Bills $14,977,729 $15,000,000 $14,997,985 66.10%
Cash and cash equivalents in trading accounts:
United States Markets 7,826,204 $7,826,204
Total cash and cash equivalents in trading accounts denominated in U.S. Dollars 7,826,204 34.49%
Total cash and cash equivalents in trading accounts $7,826,204 34.49%
Money market fund (1,009.26 shares at $1 per share) 1,009 $1,009 0.00%
The accompanying notes are an integral part of the financial statements
F-5
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31, 2009, 2008 and 2007
2009 2008 2007
Investment income
Interest income $25,287 $282,259 $710,446
Total investment income 25,287 282,259 710,446
Expenses
Commission expense 2,108,568 2,474,512 1,887,822
Management fees - - 63,946
Incentive fees - 2,562,761 1,687,737
Professional accounting and legal fees 135,300 150,500 203,992
Other operating and administrative expenses 13,838 37,052 14,362
Total expenses 2,257,706 5,224,825 3,857,859
Net investment (loss) (2,232,419) (4,942,566) (3,147,413)
Realized and unrealized gain (loss) from investments and foreign currency
Net realized gain (loss) from:
Investments (2,533,985) 11,614,138 7,053,695
Foreign currency transactions (364,459) (1,210,393) 1,115,290
Net realized gain (loss) from investments and
foreign currency transactions (2,898,444) 10,403,745 8,168,985
Net unrealized (depreciation) on:
Investments - - (1,344,852)
Foreign currency transactions - - (588,830)
Net unrealized (depreciation) on
investments and foreign currency transactions - - (1,933,682)
Net realized and unrealized income (loss) from investments
and foreign currency transactions (2,898,444) 10,403,745 6,235,303
Net increase (decrease) in net assets resulting from operations $(5,130,863) $5,461,179 $3,087,890
Net income (loss) per unit (for a single unit outstanding during the entire
year)
Limited partnership unit $(1,321.52) $1,229.64 $685.25
General partnership unit $- $- $-
The accompanying notes are an integral part of the financial statements
F-6
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
For the Years Ended December 2009, 2008 and 2007
2009 2008 2007
Increase (decrease) in net assets from operations
Net investment (loss) $(2,232,419) $(4,942,566) $(3,147,413)
Net realized gain (loss) from investments and foreign currency transactions (2,898,444) 10,403,745 8,168,985
Net unrealized (depreciation) on investments and foreign currency
transactions - - (1,933,682)
Net increase (decrease) in net assets resulting from operations (5,130,863) 5,461,179 3,087,890
Capital contributions from limited partners 345,345 411,613 281,915
Redemptions by limited partners (3,194,039) (1,818,467) (1,747,881)
Total increase (decrease) in net assets (7,979,557) 4,054,325 1,621,924
Net assets at the beginning of the year 22,691,035 18,636,710 17,014,786
Net assets at the end of the year $14,711,478 $22,691,035 $18,636,710
The accompanying notes are an integral part of the financial statements
F-7
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 2009, 2008 and 2007
2009 2008 2007
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations $(5,130,863) $5,461,179 $3,087,890
Adjustments to reconcile net increase (decrease) in net assets from
operations to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) in prepaid expenses (11,395) - -
Unrealized depreciation on investments - - 1,933,681
Increase (decrease) in interest receivable 203 43,906 (44,109)
Increase (decrease) in accrued commissions payable (65,452) 144,593 (669)
Increase (decrease) in accrued incentive fees (57,490) (599,788) 422,250
Increase in other payables and accruals 466 1,820 21,231
Net cash provided by (used in) operating activities (5,264,531) 5,051,710 5,420,274
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 345,345 411,613 281,915
Partner redemptions (3,026,755) (1,871,257) (1,860,287)
Net cash (used in) financing activities (2,681,410) (1,459,644) (1,578,372)
Net increase (decrease) in cash and cash equivalents (7,945,941) 3,592,066 3,841,902
Cash and cash equivalents, beginning of year 22,925,186 19,333,120 15,491,218
Cash and cash equivalents, end of year $14,979,245 $22,925,186 $19,333,120
End of year cash and cash equivalents consist of:
Cash and cash equivalents at broker $4,359,494 $7,826,204 $19,285,953
Treasury Bills 9,998,497 14,997,985 -
Cash 120,240 99,988 47,167
Money market fund 501,014 1,009 -
Total cash and cash equivalents $14,979,245 $22,925,186 $19,333,120
$14,979,245 $22,925,186 $19,333,120
$- $- $-
The accompanying notes are an integral part of the financial statements
F-8
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
1. Nature of the Business
Atlas Futures Fund, Limited Partnership (the "Fund") was formed January 12,
1998 under the laws of the state of Delaware. The Fund is engaged in the
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. (the "General Partner") and
Michael Pacult are the General Partners and the commodity pool operators
("CPO's") of the Fund. As of September 30, 2007, the sole registered
commodity trading advisor ("CTA") of the fund was Clarke Capital Management,
Inc. ("Clarke"), which has served as CTA since commencement of Fund business.
From February 1, 2005 until October 1, 2007, NuWave Investment Corp.
("NuWave") also served as CTA. The CTAs have the authority to trade as much
of the Fund's equity as is allocated to them by the General Partner, which is
currently estimated to be 99% of total equity. 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 is also subject to the regulations of the
Commodities Futures Trading Commission ("CFTC"), an agency of the U.S.
government which regulates most aspects of the commodity futures industry, the
rules of the National Futures Association and the requirements of various
commodity exchanges where the Fund executes transactions. Additionally, the
Fund is subject to the requirements of futures commission merchants and
interbank market makers through which the Fund trades and regulated by
commodity exchanges and by exchange markets that may be traded by the advisor.
2. Significant Accounting Policies
FASB 168 "Accounting Standards Codification" - On July 1, 2009, the
Financial Accounting Standards Board ("FASB") officially released the
Accounting Standards Codification (the "Codification" or "ASC"). Pursuant to
FASB Statement No. 168, the FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles will be effective for
interim and annual periods ending after September 15, 2009. The fund adopted
FASB 168 "Accounting Standards Codification" on July 1, 2009.
The Codification does not change accounting principles generally accepted in
the United States of America ("GAAP") but it is a major restructuring of how
accounting and reporting standards that constitute how GAAP are organized.
That is, the Codification will be the single source of authoritative non-
governmental GAAP. The organizational changes are expected to make GAAP
easier to research by simplifying user access to all authoritative guidance.
As a result, content will reside in new locations within the Codification
which means referencing to specific guidance will change.
Registration Costs - Costs incurred for the initial filings with the SEC,
Financial Industry Regulatory Authority 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 GAAP 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.
F-9
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
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 Fund 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.
Fair Value Measurement and Disclosures - The Fund adopted the provisions of
Accounting Standards Codification 820 - "Fair Value Measurement and
Disclosures", or ASC 820, as of January 1, 2008. ASC 820 provides guidance
for determining fair value and requires increased disclosure regarding the
inputs to valuation techniques used to measure fair value. ASC 820 clarifies
the definition of fair value as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
ASC 820 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The
fair value hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements).
Level 1 inputs are unadjusted quoted prices in active markets for identical
assets or liabilities that the Fund has the ability to access at the
measurement date.
Level 2 inputs are inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for an asset or liability, including
the Fund's own assumptions used in determining the fair value of investments.
Unobservable inputs shall be used to measure fair value to the extent that
observable inputs are not available, thereby allowing for situations in which
there is little, if any, market activity for the asset or liability at the
measurement date. As of and for the years ended December 31, 2009 and 2008,
the Fund did not have any Level 3 assets or liabilities.
The following table sets forth by level within the fair value hierarchy the
Fund's investments accounted for at fair value on a recurring basis as of
December 31, 2009 and 2008.
Fair Value at December 31, 2009
Description Level 1 Level 2 Level 3 Total
Money Market Accounts $501,014 $- $- $501,014
US Treasury Bills - 9,998,497 - 9,998,497
Total $501,014 $9,998,497 $- $10,499,511
Fair Value at December 31, 2008
Description Level 1 Level 2 Level 3 Total
Money Market Accounts $1,009 $- $- $1,009
US Treasury Bills - 14,997,985 - 14,997,985
Total $1,009 $14,997,985 $- $14,998,994
Income Taxes - The Fund prepares calendar year U.S. Federal and applicable
state information tax returns and reports to the partners their allocable
shares of the Fund's income, expenses and trading gains or losses. No
provision for income taxes has been made in the accompanying financial
statements as each partner is individually responsible for reporting income or
loss based on such partner's respective share of the Fund's income and
expenses as reported for income tax purposes.
Management has continued to evaluate the application of ASC 740-10-25,
"Income Taxes-Overall-Recognition" to the Fund, and has determined that ASC
740-10-25 does not have a material impact on the Fund's financial statements.
The Fund files federal and state tax returns. The 2006 through 2009 tax years
generally remain subject to examination by the U.S. federal and most state tax
authorities.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers cash at broker, cash, money market funds and U.S. Treasury
Bills to be cash equivalents. Net cash provided by operating activities
includes no cash payments for interest or income taxes for the years ended
December 31, 2009 , 2008 and 2007.
F-10
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
3. General Partner Duties
The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, include executing and filing all
necessary legal documents, statements and certificates of the Fund, retaining
independent public accountants to audit the Fund, employing attorneys to
represent the Fund, reviewing the brokerage commission rates to determine
reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each limited partner and taking such other actions as deemed
necessary or desirable to manage the business of the Fund.
If the daily net unit value of the Fund 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 Fund.
Monthly Allocations - Any increase or decrease in the Fund'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
Fund's realized capital gain or loss and ordinary income or loss shall be
allocated among the partners, after having given effect to the fees and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted or
rejected by the General Partner within five business days. The investor also
has five business days to withdraw his subscription. Funds are deposited into
an interest bearing subscription account and will be transferred to the Fund's
account on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds will accrue to the account
of the investor.
Redemptions - After holding the investment for a minimum of twelve months, a
limited partner may request any or all of his investment be redeemed at the
net asset value as of the end of a month. The written request must be received
by the General Partner no less than ten days prior to a month end. Redemptions
will generally be paid within twenty days of the effective month end. However,
in various circumstances due to liquidity, etc. the General Partner may be
unable to comply with the request on a timely basis.
5. Fees
The Fund was charged the following fees:
The General Partner is entitled to an 11% fixed annual brokerage commission.
It receives 4% of the commissions and the Fund pays the introducing broker
that remaining 7%.
A quarterly incentive fee of 25% of "new net profits" is paid to Clarke.
NuWave was paid a quarterly incentive fee of 20% of "new profits" and also
received a monthly management fee based upon the rate of trading assigned by
NuWave and approved by the General Partner of up to 3% (annualized) on the
first $2,000,000 in allocated equity and up to 2% on the allocated equity
above $2,000,000.
Effective October 1, 2007, NuWave Investment Corp. was removed as a CTA to
the Fund and it ceased earning management and incentive fees.
The General Partner reserves the right to change the fee structure at its
sole discretion.
F-11
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
6. Related Party Transactions
The Fund pay commissions to the General Partner and Futures Investment
Company, the introducing broker. These related parties are 100% and 50%,
respectively, owned by Michael Pacult, the Fund's individual CPO and president
of the corporate CPO. Related party commissions were as follows:
Commissions included in expense:
2009 2008 2007
General Partner $766,090 $898,144 $683,623
Futures Investment Company 1,251,360 1,423,668 1,049,076
Total related party expenses $2,017,450 $2,321,812 $1,732,699
Commissions included in accrued expenses:
December 31, December 31,
2009 2008
General Partner $51,924 $79,523
Futures Investment Company 34,561 72,414
Total accrued expenses to related parties $86,485 $151,937
ASC 460, Guarantees, identifies certain disclosures to be made by a
guarantor in its financial statements about its obligations under certain
guarantees that it has issued. In the normal course of business, the Fund has
provided general indemnifications to the General Partner, its CTA and others
when they act, in good faith, in the best interests of the Fund. The Fund is
unable to develop an estimate for future payments resulting from hypothetical
claims, but expects the risk of having to make any payments under these
indemnifications to be remote.
F-12
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
7. Partnership Unit Transactions
As of December 31, 2009 , 2008, and 2007 partnership units were valued at
$4,083.24, $5,404.76 and $4,175.12 respectively.
Transactions in partnership units were as follows:
Units Amount
2009 2008 2007 2009 2008 2007
Limited Partner Units
Subscriptions 65.09 78.15 75.10 $345,345 $411,613 $281,915
Redemptions (660.55) (343.56) (486.83) (3,194,039) (1,818,467) (1,747,881)
Total (595.46) (265.41) (411.73) (2,848,694) (1,406,854) (1,465,966)
General Partner Units
Subscriptions - - - - - -
Redemptions - - - - - -
Total - - - - - -
Total Units
Subscriptions 65.09 78.15 75.10 345,345 411,613 281,915
Redemptions (660.55) (343.56) (486.83) (3,194,039) (1,818,467) (1,747,881)
Total (595.46) (265.41) (411.73) $(2,848,694) $(1,406,854) $(1,465,966)
F-13
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
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 in trading accounts are pledged as collateral for
commodities trading on margin. Additional deposits may be necessary for any
loss on contract value. The Commodity Exchange Act requires a broker to
segregate all customer transactions and assets from such broker's proprietary
activities.
Each U.S. commodity exchange, with the approval of the CFTC and the futures
commission merchant, establish minimum margin requirements for each traded
contract. The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at December 31, 2009 and 2008 was
$4,359,494 and $7,826,204, respectively, which equals approximately 29.63% and
34.49% of Net Asset Value, respectively. Cash and cash equivalents exceeded
Net Asset Value because of accrued expenses and partner redemptions at
December 31, 2009 and 2008. Cash payments for these expenses were made prior
to the end of the subsequent 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. Beginning in the
second quarter of 2008, the Fund resumed investing in United States Treasury
Bills.
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 $0
and $0 on long positions at December 31, 2009 and 2008, respectively. However,
when the Fund enters into a contractual commitment to sell commodities, it
must make delivery of the underlying commodity at the contract price and then
repurchase the contract at prevailing market prices or settle in cash. Since
the repurchase price to which a commodity can rise is unlimited, entering into
commitments to sell commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.
The net unrealized gains on open commodity futures contracts at December 31,
2009 and 2008 were $0 and $0 respectively.
Open contracts generally mature within three months of December 31, 2009.
The Fund had no open contracts at December 31, 2009
F-14
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
8. Trading Activities and Related Risks - Continued
In March 2008, the FASB issued Accounting Standards Codification 815 (ASC
815), "Derivatives and Hedging". ASC 815 provides for disclosures about
derivative instruments and hedging activities. ASC 815 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand how
those instruments and activities are accounted for; how and why they are used;
and their effects on a Fund's financial position, financial performance, and
cash flows. ASC 815 is effective for financial statements issued for fiscal
years beginning after November 15, 2008, and interim periods within those
fiscal years.
The Fund adopted the provisions of ASC 815 effective January 1, 2009.
The following tables disclose the fair values of derivative and hedging
activities in the Statement of Assets and Liabilities and the Statement of
Operations.
Derivative Instruments
Statement of Assets and Liabilities
Asset Derivatives Liability Derivatives
at December31, at December 31,
Statement of Assets and Liabilities Location 2009 Fair Value 2009 Fair Value Net
Derivatives not designated as Commodity contracts Net unrealized gain (loss) on open $- $- $-
hedge instruments under ASC 815 futures contracts
Derivative Instruments
Statement of Operations
For the Year Ended
Line Item in the Statement of Operations December 31, 2009
Derivatives not designated as Commodity contracts Net realized (loss) from investments $(2,898,444)
hedge instruments under ASC 815 and foreign currency transactions
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.
9. Financial Instruments with Off-Balance Sheet Credit and Market Risk
All financial instruments are subject to market risk, the risk that future
changes in market conditions may make an instrument less valuable or more
onerous. As the instruments are recognized at fair market value, those
changes directly affect reported income.
Included in the definition of financial instruments are securities,
restricted securities and derivative financial instruments. Theoretically,
the investments owned by the Fund directly are exposed to a market risk (loss)
equal to the notional value of the financial instruments purchased and
substantial liability on certain financial instruments purchased short.
Generally, financial instruments can be closed. However, if the market is not
liquid, it could prevent the timely close-out of any unfavorable positions or
require the Fund to hold those positions to maturity, regardless of the
changes in their value or the trading advisor's investment strategies.
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise
from financial instruments exist for groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.
10. Derivative Financial Instruments and Fair Value of Financial Instruments
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. As the instruments are recognized at fair value, those
changes directly affect reported income.
All investment holdings are recorded in the statement of assets and
liabilities 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 assets and liabilities 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.
F-15
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
11. Indemnifications
In the normal course of business, the Fund enters into contracts and
agreements that contain a variety of representations and warranties and which
provide general indemnifications. The Fund's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. The Fund expects the risk of any
future obligation under these indemnifications to be remote.
12. Subsequent Events
In 2009, the Fund adopted ASC 855 "Subsequent Events". The objective of ASC
855 is to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or available to be issued. The General Partner evaluated subsequent
events through March 15, 2010. There were no subsequent events to disclose.
13. Financial Highlights
For the Years Ended December 31,
2009 2008 2007 2006 2005
Performance per unit (3)
Net unit value, beginning of the year $5,404.76 $4,175.12 $3,489.87 $3,357.08 $2,731.41
Net realized and unrealized gain (loss) on
commodity transactions (753.79) 2,355.63 1,365.97 505.12 1,206.19
Investment and other income 6.44 64.59 151.43 139.17 80.59
Expenses (1) (574.17) (1,190.58) (832.15) (511.50) (661.11)
Net increase (decrease) for the year (1,321.52) 1,229.64 685.25 132.79 625.67
Net unit value at the end of the year $4,083.24 $5,404.76 $4,175.12 $3,489.87 $3,357.08
Net assets at the end of the year ($000) $14,711 $22,691 $18,637 $17,015 $16,842
Total return (1) (24.45%) 29.45% 19.64% 3.94% 22.91%
Number of units outstanding at the end of the year 3,602.89 4,198.35 4,463.75 4,875.48 5,016.79
Supplemental Data:
Ratio to average net assets
Investment and other income (3) 0.13% 1.30% 4.14% 4.22% 2.57%
Expenses (2) (12.02%) (24.03%) (22.47%) (4.36%) (10.19%)
Total return is calculated based on the change in value of a unit during the
period. An individual partner's total return and ratios may vary from the
above total returns and ratios based on the timing of additions and
redemptions.
(1) Includes brokerage commissions
(2) Excludes brokerage commissions for 2005 and prior years.
(3) For the years ended December 31, 2006 and 2005, 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. For the years ended December 31, 2009, 2008 and 2007,
investments in other income and expenses and net realized and unrealized gains
and losses on commodity transactions are calculated based on a single unit
outstanding during the period.
F-16
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2009
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult
Michael Pacult
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-17
