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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2004
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Commission File number: 0-18500
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Alternative Asset Growth Fund, L.P.
------------------------------
(Exact name of Partnership as specified in charter)
Delaware 74-2546493
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o ProFutures, Inc.,
11719 Bee Cave Road, Suite 200,
Austin, Texas 78738
--------------------
(Address of principal executive offices)
Partnership's telephone number
(800) 348-3601
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
--------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
-----------------------------
(Title of Class)
Indicate by check mark whether the Partnership (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
Partnership was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporation by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
[X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting stock held by
non-affiliates computed by reference to the price at which the stock was last
sold, or the average bid and asked prices of such stock, as of the last
business day of the registrant's most recently completed second fiscal
quarter. (See definition of affiliate in Rule 405, 17 CFR 230.405.)
Page 1
Not applicable
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Financial Statements for the Years ended December 31, 2004, 2003
and 2002 with Report of Independent Registered Public Accounting Firm, the
annual report to securities holders for the fiscal year ended December 31,
2004, is incorporated by reference into Part II Item 8 and Part IV hereof and
filed as an exhibit herewith. Registrant's Prospectus dated August 31, 1990
and Supplement thereto dated March 1, 1991 are also incorporated by reference.
Page 2
PART I
Item 1. Business.
(a) General Development of Business
-------------------------------
Alternative Asset Growth Fund, L.P. (the "Partnership") was organized on
April 28, 1989 under the Delaware Revised Uniform Limited Partnership
Act. The General Partner and Commodity Pool Operator of the Partnership
is ProFutures, Inc., a Texas corporation. The General Partner's address
is 11719 Bee Cave Road, Suite 200, Austin, Texas 78738 and its telephone
numbers are 1-800-348-3601 and (512) 263-3800.
The Partnership filed a registration statement with the U.S. Securities
and Exchange commission for the sale of a minimum of $4,000,000 and
maximum of $50,000,000 in Units of Limited Partnership Interest at $1,000
each, which registration statement was effective on September 26, 1989.
On March 6, 1990 the requisite $4,000,000 level of subscriptions was
exceeded and the subscription funds were transferred to the Partnership's
account. On March 7, 1990 the Partnership commenced trading activity and
continued the offering of Units until the expiration of the offering
period.
The Unit selling price during the initial offering period was $1,000.
After the commencement of trading, Unit purchasers acquired Units at the
month-end Net Asset Value per Unit (as defined in the limited partnership
agreement) plus a pro rata portion of unamortized organization and
offering expenses.
The Partnership later continued the offering and sale of Units on August
31, 1990, pursuant to a post-effective amendment dated July 16, 1990 and
Prospectus dated August 31, 1990. This offering terminated on May 30,
1991. The Partnership issued an aggregate of 32,516.437 Units of Limited
Partnership Interest for total contributions of $36,976,906 exclusive of
account opening fees.
(b) General Description of the Business
-----------------------------------
ProFutures, Inc. a Texas corporation, is the General Partner of the
Partnership which administers the business and affairs of the Partnership
exclusive of its trading operations. Trading decisions are made by
independent Commodity Trading Advisors chosen by the General Partner. As
of December 31, 2004 there were three Commodity Trading Advisors:
Campbell & Co., Inc., Meyer Capital Management, Inc. and Winton Capital
Management Limited (collectively, the "Advisors").
ProFutures, Inc. is registered with the Commodity Futures Trading
Commission (CFTC) as a Commodity Trading Advisor and Commodity Pool
Operator and is a member of the National Futures Association (NFA). Gary
D. Halbert is the Chairman, President and principal stockholder of
ProFutures, Inc., which was incorporated and began operation in December
1984 and specializes in speculative managed futures accounts.
The Partnership operates as a commodity investment pool, whose objective
is to achieve appreciation of its assets through the speculative trading
of futures contracts and interbank forward currency contracts. It
ordinarily maintains open positions for a relatively short period of
time. The Partnership's ability to make a profit depends largely on the
success of the Advisors in identifying market trends and price movements
and buying or selling accordingly.
The Partnership's Trading Policies are set forth on pages 77-78 of the
Prospectus, dated August 31, 1990, which is incorporated herein by
reference. Material changes in the Trading Policies as described in the
Prospectus must be approved by a vote of a majority of the outstanding
Units of Limited Partnership Interest. A change in contracts traded will
not be deemed to be a material change in the Trading Policies.
Page 3
(c) Trading Methods and Advisors
----------------------------
Futures traders basically rely on either or both of two types of analysis
for their trading decisions, "technical" or "fundamental". Technical
analysis uses the theory that a study of the markets will provide a means
of anticipating price changes. Technical analysis generally will include
a study of actual daily, weekly and monthly price fluctuations, volume
variations and changes in open interest, utilizing charts and/or
computers for analysis of these items. Fundamental analysis, on the other
hand, relies on a study and evaluation of external factors which affect
the price of a futures contract in order to predict prices. These include
political and economic events, weather, supply and demand and changes in
interest rates.
The respective Advisors' trading strategies attempt to detect trends in
price movements for the commodities monitored by them. They normally seek
to establish positions and maintain such positions while the particular
market moves in favor of the position and to exit the particular market
and/or establish reverse positions when the favorable trend either
reverses or does not materialize. These trading strategies are not
normally successful if a particular market is moving in an erratic and
non-trending manner.
Because of the nature of the commodities markets, prices frequently
appear to be trending when a particular market is, in fact, without a
trend. In addition, the trading strategies may identify a particular
market as trending favorably to a position even though actual market
performance thereafter is the reverse of the trend identified.
The General Partner, on behalf of the Partnership, has entered into
advisory contracts which provide that the portion of the Partnership's
assets allocated to each Advisor will be traded in accordance with the
Advisor's instruction unless the General Partner determines that the
Partnership's trading policies have been violated. The General Partner
allocates or reallocates assets among its current Advisors or any others
it may select in the future.
Notional Funding Note: As of December 31, 2004, the Partnership has
allocated notional funds to Advisors equal to approximately 31% of the
Partnership's cash and/or other margin - qualified assets. Of course,
this percentage may be higher or lower over any given 12 month period.
The management fees paid to an Advisor, if any, are a percentage of the
nominal account size of the account if an account had been notionally
funded. The nominal account size is equal to a specific amount of funds
initially allocated to an Advisor which increases by profits and
decreases by losses in the account, but not by additions to or
withdrawals of actual funds from the account. Some, but not all, Advisors
are expected to be allocated notional funds, and not all of the Advisors
allocated notional funds are expected to be paid management fees.
Further, the amount of cash and/or other margin-qualified assets in an
account managed by an Advisor will vary greatly at various times in the
course of the Partnership's business, depending on the General Partner's
general allocation strategy and pertinent margin requirements for the
trading strategies undertaken by an Advisor.
None of the Advisors or their respective principals own any Units of the
Partnership. The Partnership's Advisors are independent Commodity Trading
Advisors and are not affiliated with the General Partner; however, they
also may be Advisors to other commodity pools with which the General
Partner is currently associated. Each Advisor is registered with the CFTC
and is a member in such capacity with the NFA. Because of their
confidential nature, proprietary trading records of the Advisors and
their respective principals are not available for inspection by the
Limited Partners of the Partnership.
(d) Fees, Compensation and Expenses
-------------------------------
The descriptions and definitions contained in "Fees, Compensation and
Expenses" on Pages 36- 38 of the Prospectus dated August 31, 1990 are
incorporated herein by reference.
The Partnership pays the General Partner a monthly management fee of 1/6
of 1% (2% annually) of month-end Net Asset Value. Effective October 16,
2004, the Partnership pays the General Partner an additional
Page 4
monthly management fee of .0625% (.75% annually) of the Partnership's
month-end Net Asset Value for consulting services rendered to the
Partnership.
On October 25, 2004, the Partnership entered into a consulting agreement
effective November 1, 2004, with Altegris Investments, Inc. (Altegris),
whereby Altegris will recommend the selection and termination of the
Partnership's Advisors and the allocation and reallocation of the
Partnership's assets. Pursuant to the consulting agreement, Altegris
receives a monthly consulting fee equal to .0208% (.25% annually) of the
Partnership's month-end net asset value.
Prior to November 1, 2004, Kenmar Global Strategies Inc. (Kenmar)
assisted the General Partner in making decisions about which Advisors to
hire, the allocations among the Advisors and the day-to-day monitoring
and risk management of the Partnership's trading activities. Kenmar
received a monthly management fee of 1/12 of 1% (1% annually) of
month-end Net Asset Value.
A Consultant, for its administrative services to the Partnership,
receives a monthly consulting fee equal to 1/6 of 1% (2% annually) of
month-end Net Asset Value.
The current Trading Advisors receive management fees ranging from 1% to
2% annually of Allocated Net Asset Value (as defined in the trading
advisory contracts). In addition, each Advisor receives a quarterly
incentive fee ranging from 20% to 25% of Trading Profits (as defined).
The quarterly incentive fees are payable only on cumulative profits
achieved by the respective Advisor. For example, if one of the Advisors
to the Partnership experiences a loss after an incentive fee payment is
made, that Advisor will retain such payments but will receive no further
incentive fees until such Advisor has recovered the loss and then
generated subsequent Trading Profits (as defined). Consequently, an
incentive fee may be paid to one Advisor but the Partnership may
experience no change or a decline in its Net Asset Value because of the
performance of other Advisors. The General Partner may allocate or
reallocate the Partnership's assets at any time among the current
Advisors or any others that may be selected. Upon termination of the
present Advisors' contracts or at any other time in the discretion of the
General Partner, the Partnership may employ other advisors whose
compensation may be calculated without regard to the losses which may be
incurred by the present Advisors. Similarly, the Partnership may renew
its relationship with each Advisor on the same or different terms.
(e) Brokerage Arrangements
----------------------
The Partnership deposits funds with Man Financial Inc. to act as broker,
subject to Commodity Futures Trading Commission regulations and various
exchange and broker requirements. Margin requirements are satisfied by
the deposit of cash with such broker. The Partnership earns interest
income on its assets deposited with the broker.
(f) Financial Information About Industry Segments
---------------------------------------------
The Partnership operates in only one industry segment, that of the
speculative trading of futures contracts and other financial instruments.
See also "Description of Futures Trading", pages 81 to 84 of the
Prospectus dated August 31, 1990, which is incorporated herein by
reference.
(g) Regulation
----------
The U.S. futures markets are regulated under the Commodity Exchange Act,
which is administered by the Commodity Futures Trading Commission (CFTC),
a federal agency created in 1974. The CFTC licenses and regulates
commodity exchanges, commodity brokerage firms (referred to in the
industry as "futures commission merchants"), commodity pool operators,
commodity trading advisors and others. The General Partner is registered
with the CFTC as a commodity pool operator and each Advisor is registered
as a commodity trading advisor. Futures professionals such as the General
Partner and the Advisors are also regulated by the National Futures
Association, a self-regulatory organization for the futures industry that
supervises the dealings between futures professionals and their
customers. If the pertinent CFTC
Page 5
registrations or NFA memberships were to lapse, be suspended or be
revoked, the General Partner would be unable to act as the Partnership's
commodity pool operator, and the respective Advisors as commodity trading
advisors, to the Partnership.
The CFTC has adopted disclosure, reporting and recordkeeping requirements
for commodity pool operators (such as the General Partner) and disclosure
and recordkeeping requirements for commodity trading advisors. The
reporting rules require pool operators to furnish to the participants in
their pools a monthly statement of account, showing the pool's income or
loss and change in Net Asset Value and an annual financial report,
audited by an independent certified public accountant.
The CFTC and the exchanges have pervasive powers over the futures
markets, including the emergency power to suspend trading and order
trading for liquidation only (i.e., traders may liquidate existing
positions but not establish new positions). The exercise of such powers
could adversely affect the Partnership's trading.
For additional information refer to "Regulation", Pages 82-83 of the
Prospectus dated August 31, 1990, which is incorporated herein by
reference.
(h) Competition
-----------
The Partnership may experience increased competition for the same
commodity futures contracts. The Advisors may recommend similar or
identical trades to other accounts they manage. Thus the Partnership may
be in competition with such accounts for the same or similar positions.
Competition may also increase due to widespread utilization of
computerized trading methods similar to the methods used by some of the
Advisors. The Partnership may also compete with other funds organized by
the General Partner.
(i) Financial Information About Foreign and Domestic Operations
-----------------------------------------------------------
The Partnership does not expect to engage in any operations in foreign
countries nor does it expect to earn any portion of the Partnership's
revenue from customers in foreign countries.
(j) Available Information
---------------------
The Partnership is an electronic filer with the Securities and Exchange
Commission (SEC). The SEC maintains an Internet Site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC
(http://www.sec.gov). The General Partner will voluntarily provide
electronic or paper copies of this filing free of charge upon request.
Item 2. Properties.
The Partnership does not own or lease any real property. The General
Partner currently provides all necessary office space at no additional
charge to the Partnership.
Item 3. Legal Proceedings.
The Partnership is not aware of any material pending legal proceedings to
which it is a party or to which any of its assets are subject.
Item 4. Submission of Matters to a Vote of Security Holders.
During the fourth quarter of the fiscal year ended December 31, 2004, no
matters were submitted to a vote of the holders of Units of Limited
Partnership Interest ("Units") through the solicitation of proxies or
otherwise.
Page 6
PART II
Item 5. Market for Partnership's Securities and
Related Security Holder Matters
(a) Market Information
------------------
There is no established public trading market for the Partnership's Units
of Limited Partnership Interest.
A Limited Partner (or any assignee of units) may withdraw some or all of
his capital contribution and undistributed profits, if any, by requiring
the Partnership to redeem any or all of his Units at Net Asset Value per
Unit. Redemptions shall be effective as of the end of any month after 10
days written notice to the General Partner. Redemptions shall be paid
within 15 business days after the month end, provided that all
liabilities, contingent or otherwise, of the Partnership, except any
liability to partners on account of their capital contributions, have
been paid and there remains property of the Partnership sufficient to pay
them.
(b) Holders
-------
The number of holders of record of Units of Partnership Interest as of
December 31, 2004 was:
General Partner's Capital 1
Limited Partners' Capital 325
At the commencement of trading on March 7, 1990 there were 290 Limited
Partners holding 4,339 Units of Limited Partner Interest and one General
Partner holding 46 Units of General Partner Interest. At December 31,
2004, there were 325 Limited Partners holding 3,829 Units and 101 Units
held by the General Partner.
(c) Distributions
-------------
The Partnership does not anticipate making any distributions to
investors.
Distributions of profits to partners are made at the discretion of the
General Partner and will depend, among other factors, on earnings and the
financial condition of the Partnership. No such distributions have been
made to date.
Item 6. Selected Financial Data.
Following is a summary of certain financial information for the
Partnership for the calendar years 2004, 2003, 2002, 2001 and 2000.
2004
----
Realized Gains (Losses) $ 1,074,617
Change in Unrealized Gains (Losses)
on Open Contracts (179,219)
Interest Income 73,410
Management Fees 386,530
Incentive Fees 230,216
Net Income (Loss) 46,481
General Partner Capital 139,224
Limited Partner Capital 5,255,409
Partnership Capital 5,394,633
Net Income (Loss) Per Limited and
General Partner Unit* 11.16
Net Asset Value Per Unit At
Page 7
End of Year 1,372.69
2003
----
Realized Gains (Losses) $ 1,118,717
Change in Unrealized Gains (Losses)
on Open Contracts (55,181)
Interest Income 68,362
Management Fees 445,653
Incentive Fees 206,692
Net Income (Loss) 200,542
General Partner Capital 137,933
Limited Partner Capital 5,901,730
Partnership Capital 6,039,663
Net Income (Loss) Per Limited and
General Partner Unit* 42.20
Net Asset Value Per Unit At
End of Year 1,359.96
2002
----
Realized Gains (Losses) $ 1,445,228
Change in Unrealized Gains (Losses)
on Open Contracts 170,409
Interest Income 99,567
Management Fees 457,829
Incentive Fees 238,951
Net Income (Loss) 696,481
General Partner Capital 133,611
Limited Partner Capital 6,225,842
Partnership Capital 6,359,453
Net Income (Loss) Per Limited and
General Partner Unit* 137.24
Net Asset Value Per Unit At
End of Year 1,317.35
2001
----
Realized Gains (Losses) $ 879,553
Change in Unrealized Gains (Losses)
on Open Contracts (242,447)
Interest Income 255,465
Management Fees 536,862
Incentive Fees 139,705
Net Income (Loss) (155,163)
General Partner Capital 106,803
Limited Partner Capital 6,225,137
Partnership Capital 6,331,940
Net Income (Loss) Per Limited and
General Partner Unit* (25.52)
Net Asset Value Per Unit At
End of Year 1,164.33
Page 8
2000
----
Realized Gains (Losses) $ (1,534,607)
Change in Unrealized Gains (Losses)
on Open Contracts (173,707)
Interest Income 573,187
Management Fees 648,717
Incentive Fees 248,648
Net Income (Loss) (2,558,071)
General Partner Capital 109,373
Limited Partner Capital 7,840,545
Partnership Capital 7,949,918
Net Income (Loss) Per Limited and
General Partner Unit* (320.22)
Net Asset Value Per Unit At
End of Year 1,192.34
* Based on weighted average units outstanding during the year.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income
and expense during the reporting period. Management believes that the
estimates utilized in preparing the financial statements are reasonable
and prudent; however, actual results could differ from those estimates.
The Partnership's significant accounting policies are described in detail
in Note 1 to the Financial Statements.
The Partnership records all investments at fair value in its financial
statements, with changes in fair value reported as a component of
realized and change in unrealized trading gain (loss) in the Statements
of Operations. Generally, fair values are based on market prices;
however, in certain circumstances, estimates are involved in determining
fair value in the absence of an active market closing price (e.g. swap
and forward contracts which are traded in the inter-bank market).
(a) Liquidity
---------
Substantially all of the Partnership's assets are held in cash or cash
equivalents. There are no restrictions on the liquidity of these assets
except for amounts on deposit with the broker needed to meet margin
requirements on open futures contracts.
Most United States exchanges (but generally not foreign exchanges, or
banks or broker-dealer firms in the case of foreign currency forward
contracts) limit by regulations the amount of fluctuation in commodity
futures contract prices during a single trading day. The regulations
specify what are referred to as "daily price fluctuation limits". The
daily limits establish the maximum amount the price of a futures contract
may vary either up or down from the previous day's settlement price at
the end of the trading session.
Once the "daily limit" has been reached in a particular commodity, no
trades may be made at a price beyond the limit. Positions in the
commodity could then be taken or liquidated only if traders are willing
to effect trades at or within the limit during the period for trading.
Because the "daily limit" rule only governs price movement for a
particular trading day, it does not limit losses and may in fact
substantially increase
Page 9
losses because it may prevent the liquidation of unfavorable positions.
Commodity futures prices have occasionally moved the daily limit for
several consecutive trading days and thereby prevented prompt liquidation
of futures positions on one side of the market, subjecting those
commodity futures traders to substantial losses.
(b) Capital Resources
-----------------
The Partnership is currently not offering its Units for sale (See Item 1
above.) Since the Partnership's business is the purchase and sale of
various commodity interests, it will make few, if any, capital
expenditures. Except as it impacts the commodity markets, inflation is
not a significant factor in the Partnership's profitability.
(c) Results of Operations
---------------------
The Partnership's net income (loss) for each quarter of the years ended
December 31, 2004 and 2003 consisted of the following:
1st Qtr 2004 2nd Qtr 2004 3rd Qtr 2004 4th Qtr 2004
--------------------------------------------------------------
Gain (loss) from trading 978,950 (1,014,557) 55,166 716,315
Net investment (loss) (335,526) (112,940) (102,711) (138,216)
Net Income (Loss) 643,424 (1,127,497) (47,545) 578,099
Net income (loss) per Unit 147.08 (268.60) (11.60) 145.03
Increase (decrease) in 147.27 (268.28) (11.04) 144.78
Net Asset Value per Unit
Net Asset Value per Unit 1,507.23 1,238.95 1,227.91 1,372.69
at end of period
1st Qtr 2003 2nd Qtr 2003 3rd Qtr 2003 4th Qtr 2003
--------------------------------------------------------------
Gain (loss) from trading 594,832 75,005 (132,415) 369,543
Net investment (loss) (257,167) (129,031) (150,289) (169,936)
Net Income (Loss) 337,665 (54,026) (282,704) 199,607
Net income (loss) per Unit 69.96 (11.25) (59.66) 42.97
Increase (decrease) in 69.95 (11.40) (59.64) 43.70
Net Asset Value per Unit
Net Asset Value per Unit 1,387.30 1,375.90 1,316.26 1,359.96
at end of period
Due to the speculative nature of trading commodity interests, the
Partnership's income or loss from operations may vary widely from period
to period. Management cannot predict whether the Partnership's future Net
Asset Value per Unit will increase or experience a decline.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Page 10
Year Ended December 31, 2004
----------------------------
2004 had net income of $46,481 or $11.16 per Unit. At December 31, 2004,
partners' capital totaled $5,394,633, a net decrease of $645,030 from
December 31, 2003 including capital redemptions of $693,807. Net Asset
Value per Unit at December 31, 2004 amounted to $1,372.69, as compared to
$1,359.96 at December 31, 2003, an increase of 0.94%.
The net income for 2004 resulted primarily from trading gains in the
energy and interest rates market sectors, offset by losses in the
agricultural and metals market sectors.
Fourth Quarter 2004
-------------------
The fourth quarter continued to be volatile for the markets, especially
the commodity markets. Oil and currencies were especially volatile. Many
believe the commodity markets will continue to be volatile due in part to
increasing demands on commodities from rapidly growing economies in China
and India.
The Partnership had a gain of 1.38% in October. The Partnership had gains
in interest rates, foreign currencies and energy, with smaller gains in
stock indices. There were losses in base metals, with smaller losses in
agricultural commodities.
The Partnership had a gain of 8.43% in November. The Partnership had
significant gains in interest rates, stock indices, foreign currencies
(the dollar plunged) and metals. The Partnership experienced small losses
in energy and certain agricultural commodities.
The Partnership had a gain of 1.70% in December. The Partnership achieved
significant gains in the stock index markets, with smaller gains in
foreign currencies and interest rates. Losses were in energy, metals and
certain agricultural commodities.
The Partnership ended the year with a small gain.
Third Quarter 2004
------------------
The economy continued to grow in the third quarter of 2004, though at a
slower pace. The economic news was a little more mixed, with both good
news and not-so-good news. Overall though, the growth is continuing,
though rising oil prices, trading above $50 a barrel, could put a damper
on things in the coming months.
The Partnership had a loss of 3.29% in July 2004. It was once again a
very difficult month in the markets, especially for trend followers. The
Partnership had large gains in energy, with smaller gains in agricultural
commodities and metals. However, these gains were offset by losses in
equities, foreign currencies and interest rates.
The Partnership had a gain of 0.66% in August 2004. The Partnership
started out strong in August, but some of the gains were lost as some of
the trends reversed. The Partnership had large gains in bonds and
interest rates, with smaller gains in precious metals. There were losses
mainly in foreign currencies and agricultural commodities.
The Partnership had a gain of 1.80% in September 2004. The Partnership
took advantage of rising oil prices and had large gains in energy, along
with large gains in base metals, with smaller gains in foreign
currencies. There were losses in agricultural commodities, equities,
interest rates and precious metals.
Overall, the Partnership had a total return of (0.89)% for the quarter
and (9.71)% for the nine months ended September 30, 2004. For the third
quarter 2004, the majority of the Partnership's trading gains were in the
energy, interest rates and metals market sectors, offset with large
losses in the equities and foreign currency market sectors.
Page 11
Second Quarter 2004
-------------------
The economic recovery continued in the second quarter of 2004, and most
economic news was positive, though there was a little slowdown in June.
The futures markets were again volatile, especially in energy, interest
rates and currencies.
The Partnership had a loss of 10.16% in April. The Partnership had large
losses in metals, interest rates, equities and foreign currencies, as
well as smaller losses in agriculture. The only bright spot was energy,
where there were some modest gains.
The Partnership had a loss of 2.06% in May. The Partnership had gains in
energy, foreign currencies and metals. There were losses in agriculture,
equities and interest rates. Campbell and Winton, our main
trend-followers were essentially flat in May.
The Partnership had a loss of 6.58% in June. The Partnership had losses
in nearly all sectors. Losses were especially large in foreign currencies
and energy.
Overall, the Partnership had a total return of (17.80)% for the quarter
and (8.90)% for the six months ended June 30, 2004. For the second
quarter 2004, the majority of the Partnership's gains were in the energy
sector and the largest loss was in interest rates.
First Quarter 2004
------------------
The economy continued to improve in the first quarter of 2004, and most
economic news was positive. The futures markets continued to be volatile,
especially energy and currencies.
The Partnership had a gain of 0.76% in January 2004. There were gains in
stock indexes, metals and interest rates. There were small losses in
energy, agricultural commodities and foreign currencies.
The Partnership had a gain of 10.13% in February 2004. The largest gains
were in foreign currencies and interest rates, with smaller gains in
energy, agricultural commodities, metals and stock indexes.
The Partnership had a loss of 0.12% in March 2004. There were some gains
in interest rates and certain agricultural commodities. However, these
were mostly offset by losses in foreign currencies, equities and energy.
Overall, the Partnership ended the quarter with a total return of 10.83%.
The largest trading gains were in the interest rate and metals sectors.
Year Ended December 31, 2003
----------------------------
2003 had net income of $200,542 or $42.20 per Unit. At December 31, 2003,
partners' capital totaled $6,039,663, a net decrease of $319,790 from
December 31, 2002 including capital redemptions of $520,332. Net Asset
Value per Unit at December 31, 2003 amounted to $1,359.96, as compared to
$1,317.35 at December 31, 2002, an increase of 3.23%.
The net income for 2003 resulted primarily from trading gains in the
foreign currencies, equities and metals market sectors, partially offset
by losses in the agricultural and interest rates market sectors.
Fourth Quarter 2003
-------------------
The economy continued to grow in the fourth quarter, though at a slower
pace than the third quarter. The futures markets were very volatile, with
many trends underway that the traders were able to capitalize on.
Page 12
The Partnership had a loss of 1.32% in October 2003. The Partnership had
large gains in stock indices, with smaller gains in agricultural
commodities and base metals. These gains were offset by losses in
interest rates and energy.
The Partnership had a loss of 0.24% in November 2003. The Partnership had
some gains in foreign currencies, with smaller gains in precious metals.
These gains were offset by losses in most other sectors.
The Partnership had a gain of 4.96% in December 2003. The Partnership had
gains in foreign currencies and stock indices, with smaller gains in
energy and metals. There were small losses in interest rates and certain
agricultural commodities.
The Partnership had a total return of 3.32% for the quarter and 3.23% for
the year ended December 31, 2003. For the fourth quarter 2003, the
majority of the Partnership's trading gains were in equities and the
largest loss was in interest rates.
Third Quarter 2003
------------------
The economy continued to improve in the third quarter. The equity markets
were mostly up. Most analysts expect the economy to continue to improve
for the remainder of the year.
The Partnership had a loss of 3.70% in July. The Partnership had losses
in bonds and other interest rate contracts and foreign currencies. There
were gains in stock indices, metals, energy and certain agricultural
commodities.
In August 2003, the Partnership had a gain of 0.81%. The Partnership had
gains in foreign currencies, energy, stock indices and metals. There were
losses in bonds and certain agricultural commodities.
In September 2003, the Partnership had a loss of 1.46%. The Partnership
had gains in foreign currencies, which were offset by losses in energy.
The other sectors were generally flat.
The Partnership had a total return of (4.33)% for the quarter and (0.08)%
for the nine months ended September 30, 2003. For the third quarter 2003,
the majority of the Partnership's trading gains were in stock indices and
the largest loss was in energy. In September 2003, one new trader,
Conquest Capital, was added to the Partnership.
Second Quarter 2003
-------------------
Futures were somewhat more stable in the second quarter as compared to
the first. The war with Iraq ended, and the stock markets began a steady
climb that lasted through the end of the quarter.
In April 2003, the Partnership had a loss of 0.09%. There were gains in
currencies, primarily because of the falling dollar. However, these gains
were mostly offset by losses in nearly all of the other sectors.
In May 2003, the Partnership gained 4.80%. The Partnership had gains in
interest rates, especially bonds. There were also gains in currencies,
metals and stock indices. There were some losses in energy and certain
agricultural commodities.
In June 2003, the Partnership had a loss of 5.28%. There were losses in
interest rates, especially bonds. There were also losses in energy,
metals and certain agricultural commodities. Most other sectors were
basically flat.
At the beginning of June 2003, notional funds were added back to trading,
as the leverage was increased back to 150%. This is about the same level
as before the notional funds were temporarily eliminated several months
ago.
Page 13
The Partnership had a total return of (0.82)% for the quarter and 4.44%
for the six months ended June 30, 2003. For the second quarter 2003, the
majority of the Partnership's trading gains were in foreign currencies
and the largest loss was in metals.
First Quarter 2003
------------------
The futures markets were quite volatile in the first quarter of 2003. The
looming war with Iraq caused energy prices to skyrocket. Many other
markets were choppy due to this uncertainty. Consumer confidence dropped
dramatically. The traders were able to capitalize on the volatility in
the markets.
In January 2003, the Partnership gained 6.01%. There were large gains in
foreign currencies and energy, with smaller gains in interest rates,
precious and base metals and stock indices. There were small losses in
grains.
In February 2003, the Partnership gained 5.66%. There were large gains in
energy, with smaller gains in interest rates and currencies. These were
offset by losses in stock indices and metals. Most other sectors were
basically flat.
In February 2003, the Partnership eliminated any notional funding and
traded at 100% of assets, rather than 150% of assets (with notional
funding). One advisor, Campbell & Company, also scaled back their open
positions. These changes were made due to the uncertainty of the pending
war with Iraq.
In March 2003, the Partnership lost 5.98%. There were large losses in
most sectors, especially energy, after oil prices dropped. Some of the
gains from the previous two months were reversed in March.
Also in March 2003, Quay Capital Management had a change of its top
management, resulting in the departure of one of the principals
responsible for trading the account. As a result, they were terminated as
one of the Advisors in the Partnership. No replacement Advisor was
selected by month-end.
Overall, the Partnership had a total return of 5.31% for the three months
ended March 31, 2003. The majority of the Partnership's trading gains
were in energy and foreign currencies and the largest loss was in stock
index futures.
Year Ended December 31, 2002
----------------------------
2002 had net income of $696,481 or $137.24 per Unit. At December 31,
2002, partners' capital totaled $6,359,453, a net increase of $27,513
from December 31, 2001 including capital redemptions of $678,968. Net
Asset Value per Unit at December 31, 2002 amounted to $1,317.35, as
compared to $1,164.33 at December 31, 2001, an increase of 13.14%.
The net income for 2002 resulted primarily from trading gains in the
foreign currencies, interest rates and energy market sectors, partially
offset by losses in the agricultural, equities and metals market sectors.
Fourth Quarter 2002
-------------------
The futures markets continued to be very volatile in the fourth quarter
of 2002. The ongoing threat of war with Iraq, and its impact on the
energy markets, caused much of the volatility. Gold prices soared in part
due to this uncertainty, as well as uncertainty over economic prospects
for the future. The equity markets were up, for the most part, at the end
of the quarter.
In October, the Partnership lost 6.92%. There were very large losses in
interest rates, energy and foreign currencies. There were also smaller
losses in other sectors.
In November, the Partnership lost another 3.20%. There were gains in base
metals but these were offset by losses in interest rates, energy and
precious metals.
Page 14
In December, the Partnership had a gain of 9.05%. There were gains in
foreign currencies, energy and interest rates which offset the losses in
the equities, base metals and agricultural sectors.
The Partnership finished the year with a gain of 13.14%. The volatility
in the futures markets allowed some traders to capitalize on trends in
various markets.
Third Quarter 2002
------------------
The futures markets continued to be volatile in the third quarter of
2002. The equity markets suffered losses during the quarter, which
significantly impacted the commodities markets. The looming threat of war
with Iraq also had an impact on the markets, especially oil and gas
futures.
In July, the Partnership gained 8.13%. There were gains in interest rates
and stock indices along with gains in certain agricultural commodities.
Those gains were partially offset by losses in the energy complex and
metals.
In August, the Partnership gained another 3.42%. Again, there were gains
in interest rate markets. There were also gains in energy, precious
metals, grains and livestock. There were losses in foreign currencies,
stock index futures, and base metals.
In September, the Partnership had another gain of 5.24%. There were gains
in interest rates along with additional gains in stock indices and
energy. There were losses in precious metals.
The Partnership had a total return of 17.68% for the quarter and 15.15%
for the nine months ended September 30, 2002. For the third quarter 2002,
the majority of the Partnership's trading gains were in interest rate
futures and stock index futures and the largest loss was in foreign
currencies.
Second Quarter 2002
-------------------
The futures markets continued to be volatile in the second quarter of
2002, though there was a surge at the end of the quarter. The extreme
volatility of the equity markets, mainly on the downside, had a major
impact on the commodities markets. Many of the US and overseas stock
indices and foreign currencies were very active. Some of this was the
result of the corporate scandals that continue to rock the markets.
In April, the Partnership lost 5.15%. Although there were gains in Swiss
Francs, natural gas, and Euros, they were more than offset by losses in
the German Stock Index, the Japanese Yen, Euribor futures, the NASDAQ
100, and various bond futures.
In May, the Partnership was essentially flat, with a loss of .17%. There
were gains in foreign currencies due to the drop of the U.S. dollar.
There were also gains in precious metals and agricultural commodities.
The gains were offset by losses in the energy complex, interest rates and
some metals.
In June, the Partnership had a gain of 11.46%. There were gains in Euro
futures and the Swiss Franc, and also a gain in EuroDollar futures. There
were also gains in various stock and bond indices. There were losses in
British Pounds, the Nikkei Stock Index, and Gold, but these were more
than offset by the gains.
The Partnership had a total return of 5.53% for the quarter and (2.15)%
for the six months ended June 30, 2002. For the second quarter 2002, the
majority of the Partnership's trading gains were in foreign currencies
and the largest loss was in the energy markets.
First Quarter 2002
------------------
The futures markets remained choppy in the first quarter of 2002. While
the economy was showing some signs of improvement, there were also some
negative signs that caused uncertainty. The troubles in the
Page 15
Middle East lead to large increases in oil and gas prices. Gold prices
also moved higher early in the quarter, but gave back some of their gains
at the end of the quarter.
In January 2002, the Partnership lost 5.00%. There were large losses in
stock indices and agricultural commodities. Large losses were also
incurred in interest rates and metals. Many of the other sectors were
essentially flat.
In February 2002, the Partnership lost 6.74%. The Partnership once again
experienced losses in stock indices and interest rates. In addition,
there were also losses in the energy complex and foreign currencies.
There were some gains in agricultural commodities and precious metals.
These however, were not enough to offset the losses for the month.
In March 2002, the Partnership managed to gain 4.66%. There were gains in
the energy complex, including Brent Crude Oil and Unleaded Gas. There
were also some gains in bonds and stock indices. There were losses in
currencies, including the Japanese Yen and the Swiss Franc. There were
also some small losses in cotton and aluminum. These losses however were
not enough to offset the gains.
For the first quarter 2002, the Partnership's losses overall were
primarily due to currencies and stock index futures.
(d) Possible Changes
----------------
The General Partner reserves the right to terminate Commodity Trading
Advisors (see Prospectus) and/or engage additional Commodity Trading
Advisors in the future. Furthermore, the General Partner reserves the
right to change any of the Partnership's clearing arrangements to
accommodate any new Commodity Trading Advisors.
Item 8. Financial Statements and Supplementary Data.
Financial statements meeting the requirements of Regulation S-X are
listed following this report. The Supplementary Financial Information
specified by Item 302 of Regulation S-K is included in Item 7(c), Results
of Operations.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
None.
Item 9A. Controls and Procedures.
ProFutures, Inc., as General Partner of Alternative Asset Growth Fund,
L.P., with the participation of the General Partner's President and Chief
Financial Officer, 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 Partnership as of the end of the period covered by this
annual report. Based on their evaluation, the President and Chief
Financial Officer have concluded that these disclosure controls and
procedures are effective. There were no changes in the General Partner's
internal control over financial reporting applicable to the Partnership
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal
quarter that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting applicable
to the Partnership.
Page 16
PART III
Item 10. Directors and Executive Officers of the Partnership.
The Partnership is a limited partnership and therefore does not have any
directors or officers. The Partnership's General Partner, ProFutures,
Inc., administers and manages the affairs of the Partnership.
The Board of Directors of ProFutures, Inc., in its capacity as the audit
committee for the Partnership, has determined that Debi B. Halbert
qualifies a an "audit committee financial expert" in accordance with the
applicable rules and regulations of the Securities and Exchange
Commission. She is not independent of management.
The Partnership has adopted a Code of Ethics that applies to the
Partnership and its affiliates as well as the Executive Officers of
ProFutures, Inc. The Partnership's Code of Ethics is attached hereto as
an Exhibit.
Item 11. Executive Compensation.
As discussed above, the Partnership does not have any officers, directors
or employees. The General Partner received monthly management fees which
aggregated $119,300 for 2004.
Item 12. Security Ownership of Certain Beneficial Owners.
(a) Security Ownership of Certain Beneficial Owners
-----------------------------------------------
The Partnership knows of no one person who beneficially owns more than 5%
of the Units of Limited Partnership Interest.
(b) Security Ownership of Management
--------------------------------
Under the terms of the Limited Partnership Agreement, the General Partner
exclusively manages the Partnership's affairs. As of December 31, 2004,
the General Partner owned 101 Units, having an aggregate value of
$139,244, which is approximately 2.6% of the Net Asset Value of the
Partnership.
(c) Changes in Control
------------------
None.
Item 13. Certain Relationships and Related Transactions.
See Prospectus dated August 31, 1990, pages 24-27, which is incorporated
herein by reference, for information concerning relationships and
transactions between the General Partner, the Consultant, the Commodity
Broker and the Partnership.
Item 14. Principal Accounting Fees and Services.
Arthur F. Bell, Jr. & Associates, L.L.C. billed the Partnership aggregate
fees for services rendered to the Partnership for the last two fiscal
years as follows:
2004 2003
-------------- --------------
Audit Fees (1) $ 40,967 $ 33,021
Audit-Related Fees (2) $ 32,825 $ 22,729
Tax Fees (3) $ 6,498 $ 3,881
All Other Fees (4) $ 3,000 $ 2,600
Page 17
(1) Audit fees relate to the annual audit, quarterly reviews, and
assistance with and review of documents filed with the Securities
and Exchange Commission.
(2) Audit-Related Fees relate to the monthly recalculation of net asset
value and net asset value per unit, from information provided by the
General Partner, and consultation on the preparation of month-end
account statements provided to each partner.
(3) Tax Fees relate to the preparation of the U.S. Partnership and
applicable state information tax returns.
(4) All Other Fees relate to the preparation of performance records and
elated footnotes for the Partnership and each Advisor.
The Board of Directors of ProFutures, Inc., in its capacity as the audit
committee for the Partnership, approved all of the services described
above. The audit committee has determined that the payments made to its
independent accountant for non-audit services are compatible with
maintaining such auditor's independence.
The audit committee explicitly pre-approves all audit and non-audit
services and all engagement fees and terms, except as otherwise permitted
by regulation.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) 1. Financial Statements
The following are included with the 2004 Report of Independent
Registered Public Accounting Firm, a copy of which is filed herewith
as Exhibit 13.01
Affirmation of ProFutures, Inc.
Report of Independent Registered Public Accounting Firm
Statements of Financial Condition
Condensed Schedules of Investments
Statements of Operations
Statements of Changes in Partners' Capital
Notes to Financial Statements
(a) 2. Financial Statement Schedules.
Not applicable, not required, or information included in financial
statements.
(a) 3. Exhibits.
Incorporated by reference - previously filed:
Form S-1 and Prospectus dated September 26, 1989 and exhibits
thereto.
Post-effective amendment No.1 dated July 19, 1990.
Prospectus dated August 31, 1990.
Page 18
March 1, 1991 Supplement to Prospectus dated August 31, 1990.
*1.1 Form of Selling Agreement between the Registrant and
ProFutures Financial Group, Inc.
*1.2 Form of Additional Selling Agents Agreement between
ProFutures Financial Group, Inc. and certain Additional
Selling Agents.
*3.1 Agreement of Limited Partnership (attached to the
Prospectus as Exhibit A).
*3.2 Subscription Agreement and Power of Attorney (attached to
the Prospectus as Exhibit B).
*3.3 Request for Redemption Form (attached to the Prospectus as
Exhibit C).
*5.1 Opinion of Counsel as to the legality of the Units.
*8.1 Tax Opinion of Counsel
*10.1 Form of Escrow Agreement among the Registrant, the
General Partner and First National Bank of Chicago, the
Escrow Agent.
*10.4(b) Form of Consulting Agreement between Registrant and
Business Marketing Group, Inc.
*10.5 Form of Consulting Agreement between the Registrant and
Kenmar Global Strategies Inc.
*10.7 Form of Amended and Restated Stock Subscription Agreement
by and between ABN AMRO Incorporated and ProFutures, Inc.
- ---------------------
* Previously filed in the June 13, 1989 Registration Statement; the
September 1, 1989 Pre-effective amendment No.1 thereto; the July 16, 1990
post-effective amendment thereto; and/or Form 10-Q for the quarter ended
September 30, 1991; and/or Forms 10-Q for the quarters ended March 31,
1992 and September 30, 1992; and/or Forms 10-Q for the quarters ended
March 31, June 30 and September 30, 1993; and/or Form 10-K for the year
1994; and/or Forms 10-Q for the quarters ended March 31, June 30 and
September 30, 1994; and/or Form 10-Q for the quarter ended March 31,
1995; and/or Form 10-K for the year 2001; and/or Form 10-Q for the
quarter ended June 30, 2002. Accordingly, such exhibits are incorporated
herein by reference and notified herewith.
(b) Exhibits
--------
13.1 2004 Report of Independent Registered Public Accounting Firm.
14.1 Code of Ethics.
31.01 Certification of Gary D. Halbert, President, pursuant to Rules
13a-14 and 15d-14 of the Securities Exchange Act of 1934.
31.02 Certification of Debi B. Halbert, Chief Financial Officer, pursuant
to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.
32.01 Certification of Gary D. Halbert, President, pursuant to 18 U.S.C.
Section 1350 as enacted by Section 906 of The Sarbanes-Oxley Act of
2002.
Page 19
32.02 Certification of Debi B. Halbert, Chief Financial Officer, pursuant
to 18 U.S.C. Section 1350 as enacted by Section 906 of The
Sarbanes-Oxley Act of 2002.
(c) Financial Statement Schedules
-----------------------------
Not Applicable, not required, or information included in financial
statements.
Page 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ALTERNATIVE ASSET GROWTH FUND, L.P.
(Partnership)
March 30, 2005 By /s/ GARY D. HALBERT
- ---------------------------- ---------------------------------------
Date Gary D. Halbert, President and Director
ProFutures, Inc.
General Partner
March 30, 2005 By /s/ DEBI B. HALBERT
- ---------------------------- ---------------------------------------
Date Debi B. Halbert, Chief Financial
Officer, Treasurer and Director
ProFutures, Inc.
General Partner
Page 21
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
March 30, 2005 By /s/ GARY D. HALBERT
- ---------------------------- ---------------------------------------
Date Gary D. Halbert, President and Director
ProFutures, Inc.
General Partner
March 30, 2005 By /s/ DEBI B. HALBERT
- ---------------------------- ---------------------------------------
Date Debi B. Halbert, Chief Financial
Officer, Treasurer and Director
ProFutures, Inc.
General Partner
Page 22