Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alternative Asset Growth Fund, L.P.
Commission File #0-18500
Dear Sirs:
This filing contains Form 10-Q for the quarter ended March 31, 2003.
Very truly yours,
Gary D. Halbert, President
ProFutures, Inc., General Partner
Alternative Asset Growth Fund, L.P.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
X Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 2003
------------
Commission File Number 0-18500
------------
Alternative Asset Growth Fund, L.P.
-----------------------------------
(Exact name of Partnership)
Delaware 74-2546493
- ----------------------- ------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
ProFutures, Inc.
11612 Bee Cave Road, Suite 100
Austin, Texas 78738
------------------------------
(Address of principal executive office)
Partnership's telephone number
(800) 348-3601
--------------
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes
No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
March 31, 2003 (Unaudited) and December 31, 2002 (Audited)
-----------
March 31, December 31,
2003 2002
---- ----
ASSETS
Equity in broker trading accounts
Cash $ 6,932,265 $ 6,052,289
Unrealized gain (loss) on open contracts (35,163) 450,588
----------- -----------
Deposits with broker 6,897,102 6,502,877
Cash 2,921 2,919
----------- -----------
Total assets $ 6,900,023 $ 6,505,796
=========== ===========
LIABILITIES
Accounts payable $ 10,867 $ 22,383
Commissions and other trading fees
on open contracts 3,916 8,471
Incentive fees payable 126,131 28,982
Management fees payable 64,374 70,135
Redemptions payable 4,096 16,372
----------- -----------
Total liabilities 209,384 146,343
----------- -----------
PARTNERS' CAPITAL (Net Asset Value)
General Partner - 101 units outstanding
at March 31, 2003 and December 31, 2002 140,706 133,611
Limited Partners - 4,722 and 4,726 units
outstanding at March 31, 2003 and
December 31, 2002 6,549,933 6,225,842
----------- -----------
Total partners' capital
(Net Asset Value) 6,690,639 6,359,453
----------- -----------
$ 6,900,023 $ 6,505,796
=========== ===========
See accompanying notes.
ALTERNATIVE ASSET GROWTH FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
March 31, 2003
(Unaudited)
-----------
LONG FUTURES CONTRACTS
- ----------------------
% of Net
Description Value Asset Value
----------- ----- -----------
Agricultural $ (1,410) (0.02)%
Currency 3,127 0.05 %
Energy (8,396) (0.13)%
Interest rate 8,161 0.12 %
Metal (23,192) (0.35)%
Stock index (15,565) (0.23)%
-------- ------
Total long futures contracts $(37,275) (0.56)%
-------- ------
SHORT FUTURES CONTRACTS
- -----------------------
Agricultural $ 7,331 0.11 %
Currency (20,638) (0.31)%
Energy (3,350) (0.05)%
Interest rate 1,021 0.02 %
Metal 4,787 0.07 %
Stock index 12,961 0.19 %
-------- ------
Total short futures contracts $ 2,112 0.03 %
-------- ------
Total futures contracts $(35,163) (0.53)%
======== ======
See accompanying notes.
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
-----------
Three Months Ended
March 31,
2003 2002
--------- ---------
INCOME
Trading gains (losses)
Realized $ 1,124,524 $ (420,999)
Change in unrealized (485,751) 128,393
----------- -----------
Gain (loss) from trading 638,773 (292,606)
Interest income 21,065 25,474
----------- -----------
Total income (loss) 659,838 (267,132)
----------- -----------
EXPENSES
Brokerage commissions 43,941 59,870
Incentive fees 126,131 0
Management fees 122,374 111,861
Operating expenses 29,727 26,753
----------- -----------
Total expenses 322,173 198,484
----------- -----------
NET INCOME (LOSS) $ 337,665 $ (465,616)
=========== ===========
NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
(based on weighted average number of units
outstanding during the period of 4,826 and
5,391, respectively) $ 69.96 $ (86.37)
=========== ===========
INCREASE (DECREASE) IN NET ASSET VALUE
PER GENERAL AND LIMITED PARTNER UNIT $ 69.95 $ (84.80)
=========== ===========
See accompanying notes.
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
-----------
Total Partners' Capital
Number of ----------------------------------
Units General Limited Total
----------- -------- ----------- -----------
Balances at
December 31, 2002 4,827 $133,611 $ 6,225,842 $ 6,359,453
Net income for the
three months ended
March 31, 2003 7,095 330,570 337,665
Redemptions (4) 0 (6,479) (6,479)
------ -------- ----------- -----------
Balances at
March 31, 2003 4,823 $140,706 $ 6,549,933 $ 6,690,639
====== ======== =========== ===========
Balances at
December 31, 2001 5,438 $106,803 $ 6,225,137 $ 6,331,940
Net (loss) for the
three months ended
March 31, 2002 (7,313) (458,303) (465,616)
Additions 10 10,000 0 10,000
Redemptions (244) 0 (258,270) (258,270)
------ -------- ----------- -----------
Balances at
March 31, 2002 5,204 $109,490 $ 5,508,564 $ 5,618,054
====== ======== =========== ===========
Net asset value
per unit at
December 31, 2001 $ 1,164.33
===========
March 31, 2002 $ 1,079.53
===========
December 31, 2002 $ 1,317.35
===========
March 31, 2003 $ 1,387.30
===========
See accompanying notes.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
A. General Description of the Partnership
Alternative Asset Growth Fund, L.P. (the Partnership) is a Delaware
limited partnership which operates as a commodity investment pool.
The Partnership engages in the speculative trading of futures
contracts and other financial instruments.
B. Regulation
As a registrant with the Securities and Exchange Commission, the
Partnership is subject to the regulatory requirements under the
Securities Act of 1933 and the Securities Exchange Act of 1934. As a
commodity investment pool, the Partnership is subject to the
regulations of the Commodity Futures Trading Commission, an agency of
the United States (U.S.) government which regulates most aspects of
the commodity futures industry; rules of the National Futures
Association, an industry self-regulatory organization; and the
requirements of commodity exchanges and Futures Commission Merchants
(brokers) through which the Partnership trades.
C. Method of Reporting
The Partnership's financial statements are presented in accordance
with accounting principles generally accepted in the United States of
America, which require the use of certain estimates made by the
Partnership's management. Transactions are accounted for on the trade
date. Gains or losses are realized when contracts are liquidated.
Unrealized gains or losses on open contracts (the difference between
contract trade price and quoted market price) are reflected in the
statement of financial condition as a net gain or loss, as there
exists a right of offset of unrealized gains or losses in accordance
with Financial Accounting Standards Board Interpretation No. 39 -
"Offsetting of Amounts Related to Certain Contracts." Any change in
net unrealized gain or loss from the preceding period is reported in
the statement of operations.
For purposes of both financial reporting and calculation of redemption
value, Net Asset Value per Unit is calculated by dividing Net Asset
Value by the total number of units outstanding.
D. Brokerage Commissions
Brokerage commissions include other trading fees and are charged to
expense when contracts are opened.
E. Income Taxes
The Partnership prepares calendar year U.S. and applicable state
information tax returns and reports to the partners their allocable
shares of the Partnership's income, expenses and trading gains or
losses.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
-----------------------------------------------------------
F. Foreign Currency Transactions
The Partnership's functional currency is the U.S. dollar; however, it
transacts business in currencies other than the U.S. dollar. Assets
and liabilities denominated in currencies other than the U.S. dollar
are translated into U.S. dollars at the rates in effect at the date of
the statement of financial condition. Income and expense items
denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at the rates in effect during the period. Gains and
losses resulting from the translation to U.S. dollars are reported in
income currently.
G. Interim Financial Statements
In the opinion of management, the unaudited interim financial
statements reflect all adjustments, which were of a normal and
recurring nature, necessary for a fair presentation of financial
position as of March 31, 2003, and the results of operations for the
three months ended March 31, 2003 and 2002.
Note 2. GENERAL PARTNER
---------------
The General Partner of the Partnership is ProFutures, Inc., which
conducts and manages the business of the Partnership. The Agreement
of Limited Partnership requires the General Partner to contribute to
the Partnership an amount equal to at least the greater of (i) 3% of
aggregate capital contributions of all partners or $100,000, whichever
is less, or (ii) the lesser of 1% of the aggregate capital
contributions of all partners or $500,000.
The Agreement of Limited Partnership also requires that the General
Partner maintain a net worth at least equal to the sum of (i) the
lesser of $250,000 or 15% of the aggregate capital contributions of
any limited partnerships for which it acts as general partner and
which are capitalized at less than $2,500,000; and (ii) 10% of the
aggregate capital contributions of any limited partnerships for which
it acts as general partner and which are capitalized at greater than
$2,500,000.
ProFutures, Inc. has callable subscription agreements with ABN AMRO
Incorporated (ABN), the Partnership's broker, whereby ABN has
subscribed to purchase (up to $7,000,000 subject to conditions set
forth in the subscription agreement as amended effective May 20, 2002)
the number of shares of common stock of ProFutures, Inc. necessary to
maintain the General Partner's net worth requirements.
The Partnership pays the General Partner a monthly management fee of
1/6 of 1% (2% annually) of month-end Net Asset Value.
Total management fees earned by ProFutures, Inc. for the three months
ended March 31, 2003 and 2002 were $34,404 and $29,027, respectively.
Management fees payable to ProFutures, Inc. as of March 31, 2003 and
December 31, 2002 were $11,205 and $10,671, respectively.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 3. COMMODITY TRADING ADVISORS
--------------------------
The Partnership has trading advisory contracts with several commodity
trading advisors to furnish investment management services to the
Partnership. Certain advisors receive management fees ranging from 1%
to 2% annually of Allocated Net Asset Value (as defined in each
respective trading advisory contract). In addition, the trading
advisors receive quarterly incentive fees ranging from 20% to 23% of
Trading Profits (as defined).
Note 4. DEPOSITS WITH BROKER
--------------------
The Partnership deposits funds with ABN 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.
Note 5. OTHER MANAGEMENT FEES
---------------------
The Partnership employs a consultant who is paid a monthly fee of 1/6
of 1% (2% annually) of month-end Net Asset Value for administrative
services rendered to the Partnership. Total fees earned by this
consultant for the three months ended March 31, 2003 and 2002 were
$34,404 and $29,027, respectively.
Kenmar Global Strategies Inc. (Kenmar) assists the General Partner in
making decisions about which commodity trading advisors to hire, the
allocations among the advisors and the day-to-day monitoring and risk
management of the Partnership's trading activities. Kenmar receives
a monthly management fee of 1/12 of 1% (1% annually) of month-end Net
Asset Value. Fees earned by Kenmar totaled $17,202 and $14,513 for
the three months ended March 31, 2003 and 2002, respectively.
Note 6. DISTRIBUTIONS AND REDEMPTIONS
-----------------------------
The Partnership is not required to make distributions, but may do so
at the sole discretion of the General Partner. A Limited Partner may
request and receive redemption of units owned, subject to restrictions
in the Agreement of Limited Partnership.
Note 7. TRADING ACTIVITIES AND RELATED RISKS
------------------------------------
The Partnership engages in the speculative trading of U.S. and foreign
futures contracts (collectively, "derivatives"). The Partnership is
exposed to both market risk, the risk arising from changes in the
market value of the contracts, and credit risk, the risk of failure
by another party to perform according to the terms of a contract.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
------------------------------------------------
Purchase and sale of futures contracts requires margin deposits with
the broker. 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. A customer's cash and other property (for
example, U.S. Treasury bills) deposited with a broker are considered
commingled with all other customer funds subject to the broker's
segregation requirements. In the event of a broker's insolvency,
recovery may be limited to a pro rata share of segregated funds
available. It is possible that the recovered amount could be less
than total cash and other property deposited.
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market risk
equal to the notional contract value of futures contracts purchased
and unlimited liability on such contracts sold short.
The Partnership has a portion of its assets on deposit with a
financial institution in connection with its cash management
activities. In the event of a financial institution's insolvency,
recovery of Partnership assets on deposit may be limited to account
insurance or other protection afforded such deposits.
The General Partner has established procedures to actively monitor
market risk and minimize credit risk, although there can be no
assurance that it will, in fact, succeed in doing so. The General
Partner's basic market risk control procedures consist of continuously
monitoring the trading activity of the various commodity trading
advisors, with the actual market risk controls being applied by the
advisors themselves. The General Partner seeks to minimize credit
risk primarily by depositing and maintaining the Partnership's assets
at financial institutions and brokers which the General Partner
believes to be creditworthy. The Limited Partners bear the risk of
loss only to the extent of the market value of their respective
investments and, in certain specific circumstances, distributions and
redemptions received.
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 8. FINANCIAL HIGHLIGHTS
--------------------
The following information presents per unit operating performance data
and other supplemental financial data for the three months ended
March 31, 2003 and 2002. This information has been derived from
information presented in the financial statements.
Three months ended
March 31,
2003 2002
(Unaudited) (Unaudited)
----------- -----------
Per Unit Performance
(for a unit outstanding throughout the entire period)
-----------------------------------------------------
Net asset value per unit at
beginning of period $1,317.35 $1,164.33
--------- ---------
Income (loss) from operations:
Net investment (loss) (1), (3) (53.28) (20.99)
Net realized and change in unrealized
gain (loss) from trading (2), (3) 123.23 (63.81)
--------- ---------
Total income (loss) from operations 69.95 (84.80)
--------- ---------
Net asset value per unit at
end of period $1,387.30 $1,079.53
========= =========
Total Return (5) 5.31 % (7.28)%
======= =======
Supplemental Data
Ratios to average net asset value: (6)
Expenses prior to incentive fees (4) 8.88 % 9.47 %
Incentive fees 7.37 % 0.00 %
------- -------
Total expenses (1) 16.25 % 9.47 %
======= =======
Net investment (loss) (4) (7.65)% (7.73)%
======= =======
Total returns are calculated based on the change in value of a unit
during the period. An individual partner's total returns and ratios
may vary from the above total returns and ratios based on the timing
of additions and redemptions.
--------------------
(1) Excludes brokerage commissions and other trading fees.
(2) Includes brokerage commissions and other trading fees.
(3) The net investment (loss) per unit is calculated by dividing
the net investment (loss) by the average number of units
outstanding during the period. The net realized and change in
unrealized gain (loss) from trading is a balancing amount
necessary to reconcile the change in net asset value per unit
with the other per unit information.
(4) Excludes brokerage commissions, other trading fees and incentive
fees.
(5) Not annualized.
(6) Annualized.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
A. LIQUIDITY: Substantially all of the Partnership's assets are
highly liquid, such as cash and open futures contracts. It is
possible that extreme market conditions or daily price fluctuation
limits at certain exchanges could adversely affect the liquidity
of open futures contracts. There are no restrictions on the
liquidity of these assets except for amounts on deposit with the
brokers needed to meet margin requirements on open futures
contracts.
B. CAPITAL RESOURCES: Since the Partnership's business is the
purchase and sale of various commodity interests, it will make
few, if any, capital expenditures.
The Partnership's offering of Units of Limited Partnership
Interest terminated in 1991.
C. RESULTS OF OPERATIONS: The Partnership's net income (loss) for
the three months ended March 31, 2003 and 2002 totaled:
2003 2002
---- ----
Three months ended March 31 $ 337,665 $ (465,616)
========== ==========
As of March 31, 2003, 4,823 Units are outstanding, including 101
General Partner Units, with an aggregate Net Asset Value of
$6,690,639 ($1,387.30 per Unit). This represents an increase
in Net Asset Value of $331,186 compared with December 31, 2002,
due to first quarter net income exceeding redemptions of limited
partner units.
As of March 31, 2002, 5,204 Units are outstanding, including 101
General Partner Units, with an aggregate Net Asset Value of
$5,618,054 ($1,079.53 per Unit). This represents a decrease
in Net Asset Value of $713,886 compared with December 31, 2001.
The decrease is caused by redemptions of limited partner
units and first quarter net losses.
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 indexes. 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 indexes 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.
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 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 indexes 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 indexes 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
indexes. 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.
Market and Credit Risk
----------------------
The General Partner, directly and/or indirectly through its
consultant, has established procedures to actively monitor
market risk and minimize credit risk, although there can be no
assurance that it will, in fact, succeed in doing so. The
General Partner's basic market risk control procedures consist of
continuously monitoring the trading activity of the various
trading advisors, with the actual market risk controls being
applied by the advisors themselves. The General Partner seeks
to minimize credit risk primarily by depositing and maintaining
the Partnership's assets at financial institutions and brokers
which the General Partner believes to be creditworthy. The
Limited Partners bear the risk of loss only to the extent of the
market value of their respective investments and, in certain
specific circumstances, distributions and redemptions received.
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.
D. POSSIBLE CHANGES: The General Partner reserves the right to
terminate certain and/or engage additional commodity trading
advisors in the future and reserves the right to change any of
the Partnership's clearing arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. 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 with respect to the Partnership within 90
days of the filing date of this quarterly report, and, based on their
evaluation, have concluded that these disclosure controls and procedures are
effective. There were no significant changes in the general partner's internal
controls with respect to the Partnership or in other factors applicable to the
Partnership that could significantly affect these controls subsequent to the
date of their evaluation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
There were no reports filed on Form 8-K.
Exhibits filed herewith:
99.1 Form of Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code.
99.2 Form of Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code.
CERTIFICATIONS
- --------------
I, Gary D. Halbert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alternative Asset
Growth Fund, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
----------------------------------
/s/ Gary D. Halbert
- -----------------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner
I, Debi B. Halbert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alternative Asset
Growth Fund, L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003
----------------------------------
/s/ Debi B. Halbert
- -----------------------------------------
Debi B. Halbert, Chief Financial Officer
ProFutures, Inc., General Partner
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Alternative Asset Growth Fund, L.P.
(Registrant)
/s/ Gary D. Halbert
-----------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner
Alternative Asset Growth Fund, L.P.
EXHIBIT 99.1
CERTIFICATION PURSUANT TO SECTION 1350 OF
CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
------------------------------------------------
I, Gary D. Halbert, the President of ProFutures, Inc. as general partner of
Alternative Asset Growth Fund, L.P., certify that (i) the Form 10-Q for the
quarter ended March 31,2003 of Alternative Asset Growth Fund, L.P. fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in the Form 10-Q for
the quarter ended March 31, 2003 fairly presents, in all material respects,
the financial condition and results of operations of Alternative Asset Growth
Fund, L.P.
ALTERNATIVE ASSET GROWTH FUND, L.P.
By: ProFutures, Inc., General Partner
By: /s/ Gary D. Halbert
---------------------------------
Gary D. Halbert
President
May 12,2003
EXHIBIT 99.2
CERTIFICATION PURSUANT TO SECTION 1350 OF
CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
------------------------------------------------
I, Debi B. Halbert, the Chief Financial Officer of ProFutures, Inc. as general
partner of Alternative Asset Growth Fund, L.P., certify that (i) the Form 10-Q
for the quarter ended March 31, 2003 of Alternative Asset Growth Fund, L.P.
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and (ii) the information contained in the Form
10-Q for the quarter ended March 31, 2003 fairly presents, in all material
respects, the financial condition and results of operations of Alternative
Asset Growth Fund, L.P.
ALTERNATIVE ASSET GROWTH FUND, L.P.
By: ProFutures, Inc., General Partner
By: /s/ Debi B. Halbert
---------------------------------
Debi B. Halbert
Chief Financial Officer
May 12, 2003