March 26, 2004
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-K for the year ended December 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-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, 2003
--------------
Commission File number: 0-18500
--------------
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.,
11612 Bee Cave Road, Suite 100,
Austin, Texas 78738
-------------------------------
(Address of principal executive offices)
Partnership's telephone number
(800) 348-3601
--------------
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.)
Not applicable
DOCUMENTS INCORPORATED BY REFERENCE
Partnership's Prospectus dated August 31, 1990 and Supplement
thereto dated March 1, 1991
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 11612 Bee Cave Road, Suite 100, 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, 2003 there were four Commodity Trading
Advisors: Campbell & Co., Inc., Conquest Capital LLC, Stratford
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.
(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, 2003, the Partnership has
allocated notional funds to Advisors equal to approximately 28% 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 General Partner, for its services, receives a monthly management
fee equal to 1/6 of 1% (2% annually) of month-end Net Asset Value.
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 equal to 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 General Partner, among other responsibilities, has the duty to select
the brokerage firms through which the Partnership's trading will be
executed. The General Partner has selected ABN AMRO Incorporated (ABN)
as the Partnership's primary clearing broker. ABN is registered with the
CFTC as a Futures Commission Merchant. It is a member of the NFA and a
clearing member of the Chicago Board of Trade and the International
Monetary Market of the Chicago Mercantile Exchange.
(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 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, 2003, no
matters were submitted to a vote of the holders of Units of Limited
Partnership Interest ("Units") through the solicitation of proxies or
otherwise.
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, 2003 was:
General Partner's Capital 1
Limited Partners' Capital 377
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, 2003, there were 377 Limited Partners holding 4,340 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 2003, 2002, 2001, 2000 and 1999.
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
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
1999
----
Realized Gains (Losses) $ 270,179
Change in Unrealized Gains (Losses)
on Open Contracts 496,473
Interest Income 666,712
Management Fees 934,591
Incentive Fees 348,829
Net Income (Loss) (469,685)
General Partner Capital 479,238
Limited Partner Capital 12,824,661
Partnership Capital 13,303,899
Net Income (Loss) Per Limited and
General Partner Unit* (47.22)
Net Asset Value Per Unit At
End of Year 1,481.64
----------------
* 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 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, 2003 and 2002 consisted of the following:
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
2003 2003 2003 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 Net Asset Value
per Unit 69.95 (11.40) (59.64) 43.70
Net Asset Value per
Unit at end of
period 1,387.30 1,375.90 1,316.26 1,359.96
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
2002 2002 2002 2002
----------- --------- ---------- ---------
Gain (loss) from
trading $ (352,476) $ 391,218 $1,328,179 $ 38,819
Net investment (loss) (113,140) (104,950) (332,816) (158,353)
Net income (loss) (465,616) 286,268 995,363 (119,534)
Net income (loss)
per Unit (86.37) 56.09 201.55 (24.55)
Increase (decrease)
in Net Asset Value
per Unit (84.80) 59.74 201.45 (23.37)
Net Asset Value per
Unit at end of
period 1,079.53 1,139.27 1,340.72 1,317.35
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.
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.
The Partnership had a loss of 1.32% in October 2003. The Partnership had
large gains in stock indexes, 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 indexes, 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 indexes, 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 indexes 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 indexes 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 indexes. 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.
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 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.
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.
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 indexes 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
indexes 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 indexes 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 indexes.
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 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.
Year Ended December 31, 2001
----------------------------
2001 had a net loss of $(155,163) or $(25.52) per Unit. At
December 31, 2001, partners' capital totaled $6,331,940, a net decrease
of $1,617,978 from December 31, 2000. Net Asset Value per Unit at
December 31, 2001 amounted to $1,164.33, as compared to $1,192.34 at
December 31, 2000, a decrease of 2.35%.
The net loss for 2001 resulted primarily from trading losses in the
agricultural, foreign currencies and energy market sectors, offset
largely by gains in the equities, metals and interest rate market
sectors. Partners' capital was further reduced by redemptions of
$1,462,815 during 2001.
Fourth Quarter 2001
-------------------
The fourth quarter of 2001 was marked by very volatile markets in the
aftermath of the events of September 11th, especially in terms of interest
rates. The Fund had a 9.58% gain in October. This was mostly attributed
to large gains in long-term interest rates, especially Euro Bond Futures
and U.S. Treasury Bond Futures. The Fund also had significant gains
in short-term interest rates, and medium-term interest rates.
In November, many of the October gains were reversed. There was a loss
of 12.19%. The losses were mainly in short, medium and long-term interest
rates. There were also some losses in currencies. The Fed's continued
aggressive rate cutting policy resulted in very volatile markets for
interest rate futures.
In December, the Fund had a small loss of 1.87%. Although there were
large gains in currencies, especially Japanese Yen contracts, these gains
were offset by losses in interest rate futures. There were also losses in
agriculture, metals and energy.
Third Quarter 2001
------------------
The Partnership's net trading gains for the quarter ended
September 30, 2001 resulted from gains in the agricultural,
equities, metals and interest rates market sectors, offset
slightly by losses in the energies and foreign currencies markets.
The quarter ended September 30, 2001 started out with gains in
July in base metals, precious metals, stock index futures and
short-term interest rates. The Fed's continuing loose monetary
policy kept both short-term and long-term interest rates somewhat
volatile. August brought large gains in interest rates and
smaller gains in the base metals.
September 2001 was a very volatile month for the Fund due to the
events of September 11th. Although the U.S. markets were closed for
the remainder of the week, most overseas markets remained open,
and significant gains were made during this period. The Fund had
significant profits in short-term interest rate futures (mostly
overseas). There were also large gains made in medium-term
interest rates, which were partially offset by losses in long-
term interest rates. There were also some significant gains in
base metals and losses in energy, which was especially volatile
after the attacks on the World Trade Center and the Pentagon. The
Fund was able to end the quarter with a profit of 7.57% and 3.41%
for the nine months ended September 30, 2001.
Second Quarter 2001
-------------------
Those sectors which gained in March of 2001 showed losses of
similar magnitude in April 2001. A large part of the loss was a
direct result of a sudden and unexpected cut in U.S. interest
rates by the Federal Reserve on April 18th. This caused stock
indexes as well as other markets to sharply reverse their previous
trends. May brought a small gain from a variety of markets.
As of June 1, 2001, the General Partner made two significant
changes to the Fund. First, Gamma Capital Management was
terminated as a Trading Advisor and was replaced with Winton Capital
Management, Ltd. Second, the Fund's leverage was increased
through the use of notional funds to approximately 150% of assets.
The General Partner instructed Winton to move into the market in
stages during the month of June rather than establish all
positions at once. The Fund ended the second quarter 2001 with a
loss of 6.68% and the first half of 2001 was a loss of 3.87%.
First Quarter 2001
------------------
The dominant economic force in the first quarter of 2001 was a series
of interest rate cuts by the U.S. Federal Reserve. This proved
helpful in some markets and created difficulty in others, yielding
a relatively flat period for the Fund early in 2001. The
Fund's Trading Advisors had small losses during January and
February. March 2001 was a much more active month, and the
Advisors were able to show gains in almost all market sectors,
particularly foreign currencies, stock indexes, and interest
rates. The only negative sector in March was energy. For the
first quarter of 2001, the Fund's net result was a gain of 3.02%.
(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.
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 receives, as compensation for its
services, a monthly management fee equal to 1/6 of 1% (2% annually) of
month-end Net Asset Value, which aggregated $130,545 for 2003.
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,
2003, the General Partner owned 101 Units, having an aggregate value of
$137,933, which is approximately 2.3% 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:
2003 2002
---------- ----------
Audit Fees (1) $ 33,021 $ 29,586
Audit-Related Fees (2) $ 22,729 $ 20,628
Tax Fees (3) $ 3,881 $ 4,148
All Other Fees (4) $ 2,600 $ 2,400
(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
related 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, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements
See Index to Financial Statements on Page F-1.
The Financial Statements begin on Page F-3.
(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.
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) Reports on Form 8-K
-------------------
None.
(c) Exhibits
--------
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.
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.
(d) Financial Statement Schedules
-----------------------------
Not Applicable, not required, or information included in financial
statements.
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 26, 2004 By /s/ GARY D. HALBERT
- ---------------------------- -----------------------------------------
Date Gary D. Halbert, President and Director
ProFutures, Inc.
General Partner
March 26, 2004 By /s/ DEBI B. HALBERT
- ---------------------------- -----------------------------------------
Date Debi B. Halbert, Chief Financial Officer,
Treasurer and Director
ProFutures, Inc.
General Partner
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 26, 2004 By /s/ GARY D. HALBERT
- -------------------------- -----------------------------------------
Date Gary D. Halbert, President and Director
ProFutures, Inc.
General Partner
March 26, 2004 By /s/ DEBI B. HALBERT
- -------------------------- -----------------------------------------
Date Debi B. Halbert, Chief Financial Officer,
Treasurer and Director
ProFutures, Inc.
General Partner
ALTERNATIVE ASSET GROWTH FUND, L.P.
-----------------
TABLE OF CONTENTS
-----------------
Independent Auditor's Report F-2
Financial Statements
Statements of Financial Condition F-3
Condensed Schedule of Investments F-4
Statements of Operations F-5
Statements of Changes in Partners' Capital (Net Asset Value) F-6
Notes to Financial Statements F-7 - F-11
F-1
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ALTERNATIVE ASSET GROWTH FUND, L.P
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Partners
Alternative Asset Growth Fund, L.P.
We have audited the accompanying statements of financial condition of
Alternative Asset Growth Fund, L.P. as of December 31, 2003 and 2002,
including the December 31, 2003 condensed schedule of investments, and the
related statements of operations and changes in partners' capital (net asset
value) for the years ended December 31, 2003, 2002 and 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alternative Asset Growth Fund,
L.P. as of December 31, 2003 and 2002, and the results of its operations and
the changes in its net asset values for the years ended December 31, 2003, 2002
and 2001, in conformity with accounting principles generally accepted in the
United States of America.
/s/ ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
Hunt Valley, Maryland
January 20, 2004
F-2
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
December 31, 2003 and 2002
------------
2003 2002
---- ----
ASSETS
Equity in broker trading accounts
Cash $ 5,199,101 $ 6,052,289
Unrealized gain on open contracts 372,991 450,588
----------- -----------
Deposits with broker 5,572,092 6,502,877
Cash 3,339 2,919
Cash deposits in forward trading
collateral accounts 787,636 0
Unrealized gain on open forward contracts 22,416 0
----------- -----------
Total assets $ 6,385,483 $ 6,505,796
=========== ===========
LIABILITIES
Accounts payable $ 14,206 $ 22,383
Commissions and other trading fees
on open contracts 7,187 8,471
Incentive fees payable 47,603 28,982
Management fees payable 55,583 70,135
Redemptions payable 221,241 16,372
----------- -----------
Total liabilities 345,820 146,343
----------- -----------
PARTNERS' CAPITAL (Net Asset Value)
General Partner - 101 units outstanding
at December 31, 2003 and 2002 137,933 133,611
Limited Partners - 4,340 and 4,726 units
outstanding at December 31, 2003 and 2002 5,901,730 6,225,842
----------- -----------
Total partners' capital
(Net Asset Value) 6,039,663 6,359,453
----------- -----------
$ 6,385,483 $ 6,505,796
=========== ===========
See accompanying notes.
F-3
ALTERNATIVE ASSET GROWTH FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2003
------------
LONG FUTURES CONTRACTS
- ----------------------
% of Net
Description Value Asset Value
----------- ----- -----------
Agricultural $ 7,743 0.13 %
Currency 99,904 1.66 %
Energy 36,223 0.60 %
Interest rate 29,036 0.48 %
Metal 100,416 1.66 %
Stock index 107,513 1.78 %
-------- -------
Total long futures contracts $380,835 6.31 %
-------- -------
SHORT FUTURES CONTRACTS
- ----------- -----------
Agricultural $ 2,672 0.04 %
Currency (8,313) (0.13)%
Interest rate (3,673) (0.06)%
Stock index 1,470 0.02 %
-------- -------
Total short futures contracts $ (7,844) (0.13)%
-------- -------
Total futures contracts $372,991 6.18 %
======== =======
FORWARD CURRENCY CONTRACTS
- ----------- --------------
% of Net
Description Value Asset Value
----------- ----- -----------
Long forward currency contracts $(52,165) (0.86)%
Short forward currency contracts 74,581 1.23 %
-------- -------
Total forward currency contracts $ 22,416 0.37 %
======== =======
See accompanying notes.
F-4
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2003, 2002 and 2001
------------
2003 2002 2001
---- ---- ----
TRADING GAINS (LOSSES)
Gain (loss) from futures trading
Realized $ 1,130,674 $ 1,445,228 $ 879,553
Change in unrealized (77,597) 170,409 (242,447)
Brokerage commissions (156,571) (209,897) (269,574)
----------- ----------- -----------
Gain from futures trading 896,506 1,405,740 367,532
----------- ----------- -----------
Gain (loss) from forward trading
Realized (11,957) 0 0
Change in unrealized 22,416 0 0
----------- ----------- -----------
Gain from forward trading 10,459 0 0
----------- ----------- -----------
Total trading gains 906,965 1,405,740 367,532
----------- ----------- -----------
NET INVESTMENT INCOME (LOSS)
Income
Interest income 68,362 99,567 255,465
----------- ----------- -----------
Expenses
Incentive fees 206,692 238,951 139,705
Management fees 445,653 457,829 536,862
Operating expenses 122,440 112,046 101,593
----------- ----------- -----------
Total expenses 774,785 808,826 778,160
----------- ----------- -----------
Net investment (loss) (706,423) (709,259) (522,695)
----------- ----------- -----------
NET INCOME (LOSS) $ 200,542 $ 696,481 $ (155,163)
=========== =========== ===========
NET INCOME (LOSS) PER GENERAL
AND LIMITED PARTNER UNIT
(based on weighted average
number of units outstanding
during the year of 4,752,
5,075 and 6,079, respectively $ 42.20 $ 137.24 $ (25.52)
=========== =========== ===========
INCREASE (DECREASE) IN NET ASSET
VALUE PER GENERAL AND LIMITED
PARTNER UNIT $ 42.61 $ 153.02 $ (28.01)
=========== =========== ===========
See accompanying notes.
F-5
ALTERNATIVE ASSET GROWTH FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Years Ended December 31, 2003, 2002 and 2001
------------
Total Partners' Capital
Number of ------------------------------------
Units General Limited Total
--------- --------- ----------- -----------
Balances at
December 31, 2000 6,667 $ 109,373 $ 7,840,545 $ 7,949,918
Net (loss) for
the year ended
December 31, 2001 (2,570) (152,593) (155,163)
Redemptions (1,229) 0 (1,462,815) (1,462,815)
-------- --------- ----------- -----------
Balances at
December 31, 2001 5,438 106,803 6,225,137 6,331,940
Net income for
the year ended
December 31, 2002 16,808 679,673 696,481
Additions 10 10,000 0 10,000
Redemptions (621) 0 (678,968) (678,968)
-------- --------- ----------- -----------
Balances at
December 31, 2002 4,827 133,611 6,225,842 6,359,453
Net income for
the year ended
December 31, 2003 4,322 196,220 200,542
Redemptions (386) 0 (520,332) (520,332)
-------- --------- ----------- -----------
Balances at
December 31, 2003 4,441 $ 137,933 $ 5,901,730 $ 6,039,663
======= ========= =========== ===========
Net Asset Value Per Unit
-------------------------------------
December 31,
2003 2002 2001
---- ---- ----
$1,359.96 $1,317.35 $1,164.33
========= ========= =========
See accompanying notes.
F-6
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
------------
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 interbank forward currency
contracts.
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, Futures Commission
Merchants (brokers) and interbank market makers 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 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.
F-7
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
------------
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. Statements of Cash Flows
The Partnership has elected not to provide statements of cash
flows as permitted by Statement of Financial Accounting Standards
No. 102 - "Statement of Cash Flows - Exemption of Certain
Enterprises and Classification of Cash Flows from Certain
Securities Acquired for Resale."
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 years ended
December 31, 2003, 2002 and 2001 were $130,545, $118,743 and $145,866,
respectively. Management fees payable to ProFutures, Inc. as of
December 31, 2003 and 2002 were $10,478 and $10,671, respectively.
F-8
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
------------
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 25% 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 years ended December 31, 2003, 2002 and 2001 were
$130,545, $118,743 and $145,866, 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 $65,272, $59,371 and
$72,933 for the years ended December 31, 2003, 2002 and 2001,
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 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.
F-9
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
------------
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 and forward 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 trading of forward
contracts and 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. Since these forward contracts are traded in
unregulated markets between principals, the Partnership also assumes
the risk of loss from counterparty nonperformance.
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
Kenmar, as a consultant, and 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.
F-10
ALTERNATIVE ASSET GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
------------
Note 8. FINANCIAL HIGHLIGHTS
--------------------
The following information contains per unit operating performance
data and other supplemental financial date for the years ended
December 31, 2003, 2002 and 2001. This information has been derived
from information presented in the financial statements.
2003 2002 2001
---- ---- ----
Per Unit Performance
(for a unit outstanding throughout
the entire year)
----------------------------------
Net asset value per unit at
beginning of year $1,317.35 $1,164.33 $1,192.34
--------- --------- ---------
Income (loss) from operations:
Total trading gains (1) 191.25 292.77 57.97
Net investment (loss) (1) (148.64) (139.75) (85.98)
--------- --------- ---------
Total income from operations 42.61 153.02 (28.01)
--------- --------- ---------
Net asset value per unit at
end of year $1,359.96 $1,317.35 $1,164.33
========= ========= =========
Total Return 3.23 % 13.14 % (2.35)%
======== ======== ========
Supplemental Data
Ratios to average net asset value:
Expenses prior to incentive fees 8.80 % 9.73 % 8.86 %
Incentive fees 3.20 % 4.08 % 1.94 %
-------- -------- --------
Total expenses 12.00 % 13.81 % 10.80 %
======== ======== ========
Net investment (loss) (2) (7.74)% (8.03)% (5.32)%
======== ======== ========
Total returns are calculated based on the change in value of a unit
during the year. 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) The net investment (loss) per unit is calculated by dividing the
net investment (loss) by the average number of units outstanding
during the year. Total trading gains is a balancing amount
necessary to reconcile the change in net asset value per unit
with the other per unit information. Such balancing amount may
differ from the calculation of net trading gain per unit due to
the timing of trading gains and losses during the year relative
to the number of units outstanding.
(2) Excludes incentive fees.
F-11
EXHIBIT 14.1
CODE OF ETHICS
--------------
This Code of Ethics (the "Code") covers the ProFutures companies, including
ProFutures, Inc., ProFutures Financial Group, Inc., ProFutures Capital
Management, Inc., as well as the public funds offered, including ProFutures
Diversified Fund, L.P., Alternative Asset Growth Fund, L.P. and ProFutures
Long/Short Growth Fund, L.P. Collectively they will be referred to as
"ProFutures". It applies to the Executive Officers (the "Covered Officers")
of ProFutures for the purpose of promoting:
Honest and ethical conduct, which includes the ethical handling of
conflicts of interest between personal and professional relationships;
Full, fair, accurate and timely disclosure in reports and documents that
ProFutures files with, or submits to the Securities and Exchange
Commission and in other public communications made by ProFutures;
Compliance with applicable laws and governmental rules and regulations;
Prompt internal reporting of violations of the Code to appropriate
personnel; and
Accountability for adherence to the Code.
Covered Officers should follow a high standard of business ethics and should
be sensitive to situations that may be potential conflicts of interest.
A conflict of interest occurs when a Covered Officer's private interest
interferes with the interests of the Fund. Each Covered Officer must not:
Use his/her personal influence or personal relationships improperly to
influence investment decisions or financial reporting by ProFutures
whereby the Covered Officer would benefit personally (directly or
indirectly) to the detriment of ProFutures;
Cause ProFutures to take action or fail to take action, for the individual
personal benefit of the Covered Officer, rather than the benefit of
ProFutures;
Use material non-public knowledge of portfolio transactions made or
contemplated for any Funds to trade personally or have others trade in
anticipation of the market effect of such transactions.
Each Covered Officer should become familiar with this Code, and any questions
with any of the provisions should be directed to the Board of Directors, the
Compliance Officer, or legal counsel. In addition, each Covered Officer:
Must affirm in writing that he/she has read and understands the Code;
Must annually thereafter affirm to the Board that he/she has complied
with the requirements of the Code;
Must not retaliate against any other Covered Officer, other officer, or
employee of ProFutures for reports of potential violations made in good
faith;
Must notify the Board of Directors, the Compliance Officer, or legal
counsel promptly if he/she knows or suspects of any violation of this
Code.
All reports and records for this Code will be considered confidential. The Code
is intended solely for internal use by ProFutures, and does not constitute an
admission, by or on behalf of ProFutures, as to any fact, circumstance or legal
conclusion.
EXHIBIT 31.01
CERTIFICATION
-------------
I, Gary D. Halbert, certify that:
1. I have reviewed this report on Form 10-K of Alternative Asset
Growth Fund, L.P.;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 26, 2004
----------------------------------
/s/ Gary D. Halbert
- -----------------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner
EXHIBIT 31.02
CERTIFICATION
-------------
I, Debi B. Halbert, certify that:
1. I have reviewed this report on Form 10-K of Alternative Asset
Growth Fund, L.P.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, 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 report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 26, 2004
----------------------------------
/s/ Debi B. Halbert
- -----------------------------------------
Debi B. Halbert, Chief Financial Officer
ProFutures, Inc., General Partner
EXHIBIT 32.01
CERTIFICATION
-------------
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-K for the
year ended December 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-K for
the year ended December 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
March 26, 2004
EXHIBIT 32.02
CERTIFICATION
-------------
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-K
for the year ended December 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-K for the year ended December 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
March 26, 2004