Attached files
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the year ended 12-31-2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-53111
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 51-0380494
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 331-1532
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (S 232.405
of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes [ ] No [ ] N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (S 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.: Not Applicable. There is no market for the
Units of partnership interests and none is expected to develop. The
Registrant is a commodity pool. The Units are registered to permit the
initial sale of Units at month end net asset value.
Documents Incorporated by Reference
Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission for the years ended December 31, 1998
through 2010 at Registration Nos. 333-61217, 333-53111 and 333-59976.
Registration Statement on Form S-1 and all amendments thereto filed with the
United States Securities and Exchange Commission at Registration Nos. 333-
61217, 333-59976 and 333-170235 are incorporated by reference to Parts I, II,
III, and IV.
PART I
Item 1. Business
On September 3, 1999, the registration statement filed by Atlas Futures Fund,
L. P., (the "Fund") with the Securities and Exchange Commission (the "SEC"),
which incorporated the disclosure document filed with the Commodity Futures
Trading Commission (the "CFTC") was declared effective. Offers and sales of
the Fund's limited partnership interests (the "Units") at the initial price of
$1,000 per Unit commenced on that date to residents of the states selected by
the General Partner. On October 15, 1999, the Fund had sold in excess of the
$700,000 in face amount of Units, the amount required to break escrow and
deliver the sales proceeds to the Fund accounts to permit it to commence the
speculative trading of commodity futures. Trading commenced on November 18,
1999. On May 1, 2001, the Registrant registered $8,000,000 in additional
Units. Units are offered and sold at the net asset value per Unit ("NAV")
determined after addition of profits and deduction of losses, expenses, and
reserves, at the close on the last business day of each month. See the
financial statements for the total value of the Fund and the NAV as of the
date of the statements.
The trades for the Fund are selected and placed with the futures commission
merchant ("FCM"), i.e., clearing broker, for the account of the Fund by one or
more CTAs selected by the General Partner of the Fund. Since the inception of
trading through February 1, 2005, the Fund account was traded by a single CTA,
Clarke Capital Management, Inc. 116 W. 2nd Street, Hinsdale, Illinois 60521
(630) 323-5913. As of February 1, 2005, NuWave Investment Company, 1099 Mount
Kemble Avenue, Morristown, New Jersey 07960, Telephone: (973) 425-9192, Fax:
(973) 425-9190, E-mail: info@NuWavecorp.com was added as a CTA. As of October
1, 2007, NuWave was removed as CTA. The books and records of the trades
placed by the CTA in the Fund's trading account are kept and are available for
inspection by the Limited Partners at the office of the corporate General
Partner, 5914 N. 300 West, Fremont, IN 46737. Clarke is not paid a management
fee of the equity assigned to it to manage, but is paid an incentive fee of
twenty-five percent (25%) of New Net Profit that it generates, as that term is
defined in the Limited Partnership Agreement which governs the operation of
the Fund, payable quarterly. The Fund Limited Partnership Agreement is
included as Exhibit A to the prospectus delivered to the prospective investors
and filed as part of the Registration Statement. The Limited Partnership
Agreement defines the terms of operation of the Fund and is incorporated
herein by reference. None of the purchasers of Limited Partnership Units
("Limited Partners") has a voice in the management of the Fund or ownership in
the General Partner or the trading advisor. Reports of the NAV are sent to
the Partners within twenty days following the end of each month.
Ashley Capital Management, Inc., the corporate General Partner and Commodity
Pool Operator, is paid monthly fixed brokerage commissions of eleven twelfths
of one percent (11/12%) of the total value of the funds available for trading
in the Fund's accounts at the FCM [eleven percent (11%) per year], from which
it pays seven percent (7%) of the eleven percent (11%) to Futures Investment
Company as introducing broker, which in turn pays all clearing costs,
including pit brokerage fees, which includes floor brokerage, NFA and exchange
fees for trades. The FCM is selected by the General Partner and holds a
portion of the Fund's trading equity and places the trades as directed by the
CTA pursuant to a power of attorney and advisory agreement granted by the
Fund. The CTA agreements are terminable at the will of the parties.
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act. Once the Units are issued, the operation of the Fund is subject
to regulation pursuant to the Securities and Exchange Act of 1934 and the
Commodity Exchange Act. The U.S. Securities and Exchange Commission and the
Securities Commissions and securities acts of the several States where its
Units are offered and sold have jurisdiction over the operation of the Fund.
The National Futures Association has jurisdiction over the operation of the
General Partner and the Commodity Trading Advisors. This regulatory structure
is not intended, nor does it, protect investors from the risks inherent in the
trading of futures and options.
2
The Registrant has filed a registration statement to register $10,000,000 in
Units which, upon effectiveness, will be used to offer such Units for sale to
the public under similar terms to the previous offering; however, there will
be compensation to the affiliated selling agent, Futures Investment Company,
of an up front selling commission of 6% calculated on the gross subscription
amount in addition to $2,000 paid by the Fund for legal fees associated with
the review of the offering by the Financial Industry Regulatory Authority
("FINRA"). Such offering will continue until the total dollar amount of Units
is sold, or the offering terminates as permitted or required by the terms of
the Limited Partnership Agreement and the rules and regulations of the SEC.
Item 1A. Risk Factors
The trading of futures, options on futures and other commodities related
investments is highly speculative and risky. You should make an investment in
the Fund only after consulting with independent, qualified sources of
investment and tax advice and only if your financial condition will permit you
to bear the risk of a total loss of your investment. You should consider an
investment in the Units only as a long-term investment. Moreover, to evaluate
the risks of this investment properly, you must familiarize yourself with the
relevant terms and concepts relating to commodities trading and the regulation
of commodities trading, which are discussed in the Risk Factors section of the
Prospectus, which is incorporated herein by reference.
You should carefully consider all the information we have included or
incorporated by reference in this Form 10-K and our subsequent periodic
filings with the SEC. In particular, you should carefully consider the risk
factors described above and read the risks and uncertainties as set forth in
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" Section of this Form 10-K. Any of the heretofore mentioned
risks and uncertainties could materially adversely affect the Fund, its
trading activities, operating results, financial condition and Net Asset Value
and therefore could negatively impact the value of your investment. You should
not invest in the Units unless you can afford to lose all of your investment.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The general partner has sole authority to determine the percentage of Fund
assets that will be held on deposit with the futures commission merchant
(FCM), used for other investments, and held in bank accounts to pay current
obligations. As of December 31, 2011, the Fund maintained approximately: 70%
of its assets in a Treasury Direct Account maintained with the United States
Department of the Treasury, 12% at the futures commission merchant (FCM) to be
available for trading by the trading advisor, and 18% in a cash management
fund that invests only in U.S. Treasurys and has high liquidity. All such
accounts are held in the name of the partnership and not commingled with those
of any other entity. Less than 1% of the previous month's net assets were
retained in the Fund's bank accounts to pay expenses and redemptions. Until
February 10, 2011, the FCM was MF Global Inc. (see Subsequent Events, below).
Subsequently, the Fund withdrew all assets from that firm and only maintained
trading assets and placed trades at the direction of the CTA at Vision
Financial Markets LLC, which is a member of the National Futures Association
and registered with the Commodity Futures Trading Commission pursuant to the
Commodity Exchange Act as an FCM. All trading decisions continue to be made
by Clarke and this change did not have any impact on its trading decisions.
The trading of futures, options on futures and other commodities is highly
speculative and the Fund has an unlimited risk of loss, including the pledge
of all of its assets to the FCM to secure the losses on the trades made on its
behalf by the commodity trading advisor or advisors selected, from time to
time, by the General Partner.
Item 3. Legal Proceedings
There have been no legal proceedings against the Fund, its General Partner,
the CTA, the IB or any of their Affiliates, directors or officers. The FCM,
Vision Financial Markets LLC, has had the following described reportable
events, none of which, in the opinion of the FCM, is material to the
performance of the FCM on behalf of the Fund's account (see Subsequent Events
at the end of this section):
3
On May 18, 2011, simultaneously with the issuance of a complaint by the NFA,
Vision Financial Markets LLC ("Vision") consented to a finding based on a one-
count complaint for failure to supervise guaranteed IBs in violation of NFA
Compliance Rule 2-9(a). The alleged activities occurred prior to 2009.
Without admitting or denying the findings in the Committee's Decision, Vision
consented to pay a fine of $500,000 and to retain an independent consultant to
review its supervisory procedures relating to guaranteed IBs. Vision
undertook to implement revised procedures for supervising GIBs within 6
months. Finally, Vision consented to a restriction on guaranteeing new
introducing brokers until 2013, unless it petitions the NFA to lift the
restriction earlier.
The FCM has acted only as clearing brokers for the Fund's futures accounts and
as such it has been paid commissions for executing and clearing trades. The
FCM has not passed upon the adequacy or accuracy of the Fund's prospectus or
this report and will not act in any supervisory capacity with respect to the
CPO or the CTA, as the case may be, nor participate in the management of the
CPO or of the Fund or of the CTA. Therefore, investors should not rely on the
FCM in deciding whether or not to participate in the Fund.
The Fund is not aware of any threatened or potential claims or legal
proceedings to which the Fund is a party or to which any of its assets are
subject. The FCM has represented to the General Partner that that none of the
events reported above would interfere with its performance as a clearing
broker for the Fund's account.
Item 4. Mine Safety Disclosures.
N/A
PART II
Item 5. Market for Registrant's Limited Partnership Units, Related
Stockholder Matters and Issuer Purchases of Equity Securities
The Fund desires to be taxed as a partnership and not as a corporation. In
furtherance of this objective, the Limited Partnership Agreement, subject to
certain exceptions upon the death of a Limited Partner, requires all Limited
Partners to obtain the approval of the General Partner prior to the transfer
of any Units of partnership interest. Accordingly, there is no trading market
for the Fund Units and none is likely to develop. The Limited Partners must
rely upon the right of Redemption provided in the Limited Partnership
Agreement to liquidate their interest.
The Fund has fewer than 300 holders of its securities. Limited Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market of
interests will develop and that the right of redemption will be the sole
expected method of withdrawal of equity from the Fund. The General Partner
has sole discretion in determining what distributions, if any, the Fund will
make to the Partners. The Fund has not made any distributions as of the date
hereof. The Fund has no securities authorized for issuance under equity
compensation plans. See the Limited Partnership Agreement attached as Exhibit
A to the Registration Statement, incorporated herein by reference, for a
complete explanation of the limitations upon transfer and right of redemption
provided to Partners.
Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Limited Partners must rely upon their right of
redemption to obtain their return of equity after consideration of profits, if
any, and losses from the Fund. See the Registration Statement, incorporated
herein by reference, for a complete explanation of the allocation of profits
and losses to a Limited Partner's capital account.
Following is a summary of certain financial information for the Registrant for
the period from January 1, 2007 to December 31, 2011.
4
For the Years Ended December 31,
2011 2010 2009 2008 2007
Performance per unit (1)
Net unit value, beginning of the year $4,231.14 $4,083.24 $5,404.76 $4,175.12 $3,489.87
Net realized and unrealized gain (loss) from
investments and foreign currency (557.75) 609.02 (753.79) 2,355.63 1,365.97
Investment income 6.01 3.26 6.44 64.59 151.43
Expenses (459.42) (464.38) (574.17) (1,190.58) (832.15)
Net increase (decrease) for the year (1,011.16) 147.90 (1,321.52) 1,229.64 685.25
Net unit value at the end of the year $3,219.98 $4,231.14 $4,083.24 $5,404.76 $4,175.12
Net assets at the end of the year ($000) $5,274 $11,248 $14,711 $22,691 $18,637
Total return (23.90%) 3.62% (24.45%) 29.45% 19.64%
Number of units outstanding at the end of the year 1,637.79 2,658.37 3,602.89 4,198.35 4,463.75
Supplemental Data:
Ratio to average net assets
Net investment (loss) (12.63%) (12.01%) (11.89%) (22.73%) (18.33%)
Expenses (12.80%) (12.09%) (12.02%) (24.03%) (22.47%)
Total return was calculated based on the change in value of a unit during the
period. Net realized and unrealized gain (loss) from investments and foreign
currency is a balancing amount necessary to reconcile the change in net unit
value. An individual member's total returns and ratios may vary from the above
total returns and ratios based on the timing of additions and redemptions.
(1) Investment income and expenses and net realized and unrealized gains and
losses on futures transactions are calculated based on a single unit
outstanding during the period.
5
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2011 and 2010:
2011 2010
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total Investment Gain -1,132,449 416,307 213,060 -846,162 -834,258 -38,405 1,621,977 710,299
Net Income (Loss) -1,459,292 116,125 -34,446 -1,043,496 -1,243,076 -395,012 1,306,698 381,672
Net Income (Loss) per limited
partnership unit -552.93 31.79 -9.64 -480.38 -349.81 -121.83 476.83 142.71
Net Income (Loss) per general
partnership unit (if any) - - - - - - - -
Net asset value per partnership
unit at the end of period. 3,678.21 3,710.00 3,700.36 3,219.98 3,733.43 3,611.60 4,088.43 4,231.14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Critical Accounting Policies and Estimates
The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change in
unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price.
Capital Resources
The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no capital
assets which are not operating capital or assets.
Liquidity
Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits". During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading
in such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.
6
The entire offering proceeds will be credited to the Fund's bank and brokerage
accounts to engage in trading activities and as reserves for that trading. The
Fund meets its margin requirements by depositing U.S. government securities or
cash or both with the futures broker and the over-the-counter counterparties.
In this way, substantially all (i.e., approximately 99% or more) of the Fund's
assets, whether used as margin for trading purposes or as reserves for such
trading, can be invested in U.S. government securities and time deposits with
U.S. banks. Investors should note that maintenance of the Fund's assets in
U.S. government securities and banks does not reduce the risk of loss from
trading futures and options on futures contracts. The Fund receives all
interest earned on its assets. No other person shall receive any interest or
other economic benefits from the deposit of Fund assets.
Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Treasury bills in segregated accounts with the futures
broker pursuant to the Commodity Exchange Act and regulations thereunder. The
Fund's assets are normally invested in cash equivalents, such as U.S. Treasury
bills, a 100% Treasury money market fund, and held by the futures broker.
The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.
Results of Operations
The Fund is subject to ongoing offering and operating expenses; however,
profits or losses are primarily generated by the commodity trading advisor by
methods that are proprietary to it. These results are not to be construed as
an expectation of similar profits in the future.
The initial start-up costs attendant to the sale of Units by use of a
prospectus which has been filed with the Securities and Exchange Commission
are substantial. The results of the partial year 1999 and the years 2000
through 2011 reflect the absorption of these costs by the Fund. See the
Registration Statements, incorporated by reference herein, for an explanation
of the operation of the Fund.
The Limited Partnership Agreement grants solely to the General Partner the
right to select the trading advisor or advisors and to otherwise manage the
operation of the Fund. Clarke Capital Management, Inc. was responsible for
the selection of all trades during the period covered by this report. Most of
the operational profits and losses have been due to the trading activity of
Clarke, though interest income also contributes, and there was an additional
trading advisor allocated approximately 20% of trading equity from February 1,
2005 to October 1, 2007. Net unit value has increased since inception, from
$1,000 in October, 1999 to $3,219.98 as of December 31, 2011. Past
performance is not necessarily indicative of future results, however.
The gain (loss) in registrant's net asset value per unit during the years
ended December 31, 2011, 2010 and 2009, respectively, was (23.90%), 3.62% and
(24.45%). The difference over the periods was primarily due to the difference
in operational profits (losses) due to trading, which were (13.18)% for 2011,
14.92% for 2010 and (13.95)% for 2009 (expressed as a percentage of the
periods' beginning net asset value per unit). Operational losses due to
expenses in, similarly calculated, were (10.86)% in 2011, (11.37)% in 2010 and
(10.62)% in 2009.
Net asset value per unit is calculated to eliminate the effects of capital
contributions and redemptions; however, fixed costs will become a greater
percentage of overall net assets when net assets decline. Net assets over the
three years ended December 31, 2011, 2010 and 2009 were down from beginning to
end of the period, and were (53.11)% in 2011, (23.54)% in 2010 and (35.17%) in
2009. The decrease in net assets is due mainly to trading results, described
above, and redemptions. Redemptions were 3.55 million in 2011 and 2010 and
were $3.19 million in 2009. There were no capital contributions in 2011, they
were negligible in 2010 and totaled $0.35 million in 2009.
The Fund is charged fixed brokerage commissions of 11%, which are calculated
on the Fund's total trading equity as of the beginning of each month and,
therefore, vary according to monthly trading performance, subscriptions and
redemptions. The same factors that contribute to increases or decreases in
average net assets, therefore, contribute to changes in brokerage commissions
paid.
7
The above described performance was primarily due to the trading of Clarke,
which trades for the Fund via its proprietary methods. The general trading
strategy of all of Clarke's programs is trend following. Most, but not all,
trade initiations and liquidations are in the direction of the trend. All
Clarke programs employ techniques that utilize a number of trading models
acting independently. Each model generates its own entry and exit signals and
trades both sides of the market (long and short). With minor differences only
for long or short positions, a particular model trades all markets with the
same rules and parameters, regardless of the program. Clarke reserves the
right to make adjustments in the exact entry or exit price a model uses for
any program or pool, or to delay entry or exit on any order, in order to
attempt to reduce the impact of slippage from large block orders being
executed at the same or similar prices. The models vary from intermediate
through long-term to very long-term in timeframe focus and testing has been
done in order to select only those models that have good performance
characteristics across a wide range of conditions and complementary
performance with all other models in a program.
Clarke trades its Alpha program for the Fund, which trades approximately 37
domestic and international commodity interests utilizing twelve models with a
medium-to-long time frame, risk control and profit-taking characteristics.
Twelve of these commodity interests are either long or short interest rate
contracts, reflecting interest rates in Europe, the US, Canada, Japan and
Australia. The balance of commodity interests traded include currencies,
grains, softs, metals, meats and fuels, both foreign and domestic. These
models have been selected for their ability as a group to provide a high
return for the amount of exposure or time that a position is held. It should
be noted that there will be times when there is significant correlation
between markets within a market sector or between market sectors, possibly in
an adverse direction to positions held in the client's account. This factor
alone, although there are others, will lead to periods of extreme volatility
and possibly very large drawdowns in Fund equity. The Alpha program will, at
times, have a significantly higher margin to equity ratio than other Clarke
programs, and at other times will trade very lightly due to the selectivity of
its models.
If a large price movement occurs in a sector that a trading advisor trades,
such as agriculture, financials, metals or softs, it does not necessarily mean
that the trading advisor will engage in trades that capture such moves.
Accordingly, market movements and conditions are not necessarily correlated
with Fund performance. As always, past performance is not necessarily
indicative of future results. Commencing with the second quarter 2011
quarterly report, Clarke began providing to the Fund an analysis of sector by
sector performance. However, there is not yet enough data to provide year
over year comparisons.
Pursuant to the Trading Advisory Agreement, the Fund pays a quarterly
incentive fee to Clarke on new net profits, or those profits achieved on a per
unit basis above the advisor's previous high water mark. See Note 5 to the
financial statements herein for the current incentive fees. Because Clarke
has not recouped prior trading losses, it was not been paid an incentive fee
in any of the periods covered by this report.
8
The balance of the Fund's income that does not derive from the trading
activity of Clarke comes from interest income. However, short term interest
rates were so low as to produce negligible interest income for the Fund over
the three years covered by this report.
Off-Balance Sheet Risk
The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in
future obligation or loss. The Fund trades in futures and options on futures
contracts, and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and the
Limited Partners would realize a 100% loss. The Fund, the General Partner and
the CTAs minimize market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio
that rarely exceeds 40%.
In addition to market risk, in entering into futures and options on futures
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the
clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.
All positions of the Fund are valued each day on a mark-to-market basis. There
can be no assurance that any clearing member, clearinghouse or other
counterparty will be able to meet its obligations to the Fund.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund
securities is expected to develop. The Fund is engaged in the speculative
trading of futures and options on futures. The risks are fully explained in
the Fund prospectus delivered to each prospective partner prior to their
investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2011 were audited by Patke &
Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and
are provided in this Report beginning on page F-1. The supplementary
financial information specified by Item 302 of Regulation S-K is included in
Item 6. Selected Financial Data in this Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the General Partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.
9
The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the
end of the period covered by this Report. Based on their evaluation, Mr.
Pacult has concluded that these disclosure controls and procedures are
effective.
Changes in Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to
evaluate annually the effectiveness of its internal controls over financial
reporting as of the end of each fiscal year, and to include a management
report assessing the effectiveness of its internal control over financial
reporting in all annual reports. There were no changes in the General
Partner's internal control over financial reporting during the quarter ended
December 31, 2011 that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting applicable to the
Fund.
Management's Annual Report on Internal Control over Financial Reporting
The General Partner is responsible for establishing and maintaining adequate
internal control over the Fund's financial reporting. Internal control over
financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act as a process designed by, or under the supervision of,
a company's principal executive and principal financial officers and effected
by a company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The General Partner's internal
control over financial reporting includes those policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Fund's
assets;
* provide reasonable assurance that transactions are recorded as necessary
to permit preparation of the Fund's financial statements in accordance with
generally accepted accounting principles, and that the Fund's receipts and
expenditures are being made only in accordance with authorizations of the
General Partner's management and directors; and
* provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Fund's assets that could
have a material effect on the Fund's financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Fund securities are not publicly traded so that there can be no insider
trading or leaks of confidential information to the public. All Fund money is
on deposit either with a bank, in T-Bills on deposit with the US Treasury, in
a 100% Treasury money market fund or a futures commission merchant. There is
an audit trail produced by both. A certified public accountant prepares the
monthly financial statements. The Fund units are sold during the month at a
net asset value to be determined as of the close of business on the last day
of trading each month. No information related to the value of the units
during the month is available to the Fund sales force or the prospects. All
quarterly financial statements are reviewed by an independent certified public
accountant who audits the Fund financial statements at the end of each
calendar year. The Fund maintains its subscription agreements and other
records for six years.
The management of the General Partner assessed the effectiveness of its
internal control over financial reporting with respect to the Fund as of
December 31, 2011. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control - Integrated Framework. Based on its assessment,
management has concluded that, as of December 31, 2011, the General Partner's
internal control over financial reporting with respect to the Fund is
effective based on those criteria.
10
Item 9B. Other Information.
None.
Part III
Item 10. Directors and Executive Officers and Corporate Governance
The Fund is a Delaware Limited Partnership which acts through its corporate
and individual general partner. Accordingly, the Registrant has no Directors
or Executive Officers.
The General Partners of the Registrant are Ashley Capital Management,
Incorporated, a Delaware corporation, and Mr. Michael P. Pacult. The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Mr.
Pacult, age 67, is the sole shareholder, director, registered principal and
executive officer of the corporate General Partner. The background and
qualifications of Mr. Pacult are disclosed in the Registration Statement,
incorporated herein by reference.
There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.
Audit Committee Financial Expert
Mr. Pacult, in his capacity as the sole principal for the General Partner of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission. He is not independent of management.
Code of Ethics
The Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal. Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association is responsible for the quality of the Fund
disclosures or its operation, as those functions are exclusively the
responsibility of the Fund and its General Partner.
Item 11. Executive Compensation.
Although there are no executives of the Fund, the corporate General Partner is
paid compensation that the Fund has elected to disclose on this Form 10-K.
The Fund pays its corporate General Partner fixed brokerage commissions of
eleven percent (11%) per year, payable monthly, from which it pays its
affiliated introducing broker, Futures Investment Company, seven percent (7%)
of the eleven percent (11%) to cover the cost of the trades entered by the
CTA. The corporate General Partner retains the difference between the seven
percent (7%) it pays to the introducing broker and the eleven percent (11%) it
is paid.
All compensation is disclosed in the Registration Statement, which is
incorporated herein by reference.
11
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
(a) None
(b) As of December 31, 2011, neither the individual nor corporate General
Partner owned any Units of Limited Partnership Interests.
(c) The Limited Partnership Agreement governs the terms upon which control of
the Fund may change. No change in ownership of the Units will, alone,
determine the location of control. The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner. Control of the
management of the Fund may never vest in one or more Limited Partners.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
See Item 11, Executive Compensation and Item 12, Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters. The General
Partner has sole discretion over the selection of trading advisors. Ashley
Capital Management, Inc., the corporate General Partner, is paid a fixed
commission for trades and, therefore, both General Partners have a potential
conflict in the selection of a trading advisor who makes few trades rather
than produces profits for the Fund. This conflict and others are fully
disclosed in the Registration Statement, which is incorporated herein by
reference.
Item 14. Principal Accountant Fees and Services.
Only fees to the Principal Accountant, or Auditor, and not fees for other
accounting, are required to be disclosed in this section.
(1) Audit Fees
The fees and costs paid to Patke and Associates, Ltd. for the audit of the
Fund's annual financial statements, for review of financial statements
included in the Fund's Forms 10-Q and other services normally provided in
connection with regulatory filing or engagements (i.e., consents related to
SEC registration statements) for the years ended December 31, 2011 and 2010
were $20,750 and $20,090, respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Patke and Associates, Ltd. for tax compliance
services including tax compliance, tax advice, and tax planning for the years
ended December 31, 2011 and 2010 were 8,250 and $5,500, respectively.
(4) All Other Fees
None
(5) The Board of Directors of Ashley Capital Management, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.
(6) Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees. However, all work
performed was supervised by a full-time permanent employee.
12
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. All Financial Statements
The Financial Statements begin on page F-1 of this report.
2. Financial Statement Schedules required to be filed by Item 8 of this form,
and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (S 229.601 of
this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file Nos. 333-61217 and 333-59976 previously filed with
the Securities and Exchange Commission.
31.1 Certification of CEO and CFO pursuant to Section 302
32.2 Certification of CEO and CFO pursuant to Section 906
(b) Exhibits required by Item 601 of Regulation S-K (S 229.601 of this
chapter).
See response to 15(a)(3), above.
(c) Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including (1)
separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of affiliates
whose securities are pledged as collateral; and (3) schedules.
None.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2011, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Inc.
Its General Partner
Date: March 30, 2012 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
14
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
ANNUAL REPORT
December 31, 2011
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
505 Brookfield Drive
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Statements of Assets and Liabilities F-3
Condensed Schedule of Investments - December 31, 2011 F-4
Condensed Schedule of Investments - December 31, 2010 F-5
Statements of Operations F-6
Statements of Changes in Net Assets F-7
Statements of Cash Flows F-8
Notes to the Financial Statements F-9 - F-15
Affirmation of the Commodity Pool Operator F-16
F-1
Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware
We have audited the accompanying statements of assets and liabilities of Atlas
Futures Fund, Limited Partnership (a Delaware limited partnership), including
the condensed schedules of investments, as of December 31, 2011 and 2010, and
the related statements of operations, changes in net assets and cash flows for
each of the three years in the period ended December 31, 2011. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Partnership is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the effectiveness of the Partnership's internal
control over financial reporting. Accordingly, we do not express such an
opinion. An audit includes, examining on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
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 Atlas Futures Fund, Limited
Partnership as of December 31, 2011 and 2010, and the results of its
operations, its changes in net assets and its cash flows for each of the three
years in the period ended December 31, 2011 are in conformity with accounting
principles generally accepted in the United States of America.
/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
March 7, 2012
300 Village Green Drive, Suite 210
Lincolnshire, Illinois 60069 *(847)913-5400
F-2
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
December 31, 2011 and 2010
2011 2010
Assets
Equity in broker trading accounts
Cash and cash equivalents at broker $662,202 $4,513,906
Net unrealized gain on open futures contracts 113,800 647,664
Total equity in broker trading accounts 776,002 5,161,570
U.S. Treasury Bills (cost $3,986,110 and $4,998,420) 3,999,691 4,999,789
Cash and cash equivalents 1,012,647 1,197,855
Prepaid expenses 7,850 4,124
Total assets 5,796,190 11,363,338
Liabilities
Partner redemptions payable 497,919 64,059
Accrued commissions payable to related parties 10,569 36,291
Other accrued liabilities 14,045 15,052
Total liabilities 522,533 115,402
Net assets $5,273,657 $11,247,936
Analysis of net assets
Limited partners $5,273,657 $11,247,936
General partners - -
Net assets (equivalent to $3,219.98
and $4,231.14 per unit) $5,273,657 $11,247,936
Partnership units outstanding
Limited partners units outstanding 1,637.79 2,658.37
General partners units outstanding - -
Total partnership units outstanding 1,637.79 2,658.37
The accompanying notes are an integral part of the financial statements
F-3
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
December 31, 2011
Face Value Fair Value Percent of
Net Assets
United States Treasury bills
United States Treasury bills, matures
January 2012 (cost $3,986,110) $4,000,000 $3,999,691 75.84%
Futures contracts
Futures contracts held long
Agriculture $504 0.01%
Energy 6,260 0.12%
Currency 62,269 1.18%
Total futures contracts held long 69,033 1.31%
Futures contracts held short
Agriculture (6,388) (0.12%)
Energy 53,130 1.01%
Currency (1,975) (0.04%)
Total futures contracts held short 44,767 0.85%
Net unrealized gain on open futures contracts $113,800 2.16%
The accompanying notes are an integral part of the financial statements
F-4
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
December 31, 2010
Face Value Fair Value Percent of
Net Assets
United States Treasury bills
United States Treasury bills, matures
January 2011 (cost $4,998,420) $5,000,000 $4,999,789 44.45%
Futures contracts
Futures contracts held long
Agriculture $279,103 2.48%
Metals 900 0.01%
Energy 90,000 0.80%
Currency 233,955 2.08%
Total futures contracts held long 603,958 5.37%
Futures contracts held short
Currency 43,706 0.39%
Total futures contracts held short 43,706 0.39%
Net unrealized gain on open futures contracts $647,664 5.76%
The accompanying notes are an integral part of the financial statements
F-5
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31, 2011, 2010 and 2009
2011 2010 2009
Investment income
Interest income $13,848 $9,957 $25,287
Total investment income 13,848 9,957 25,287
Expenses
Commission expense 973,768 1,295,025 2,108,568
Professional fees 91,000 102,900 135,300
Other operating expenses 20,945 21,363 13,838
Total expenses 1,085,713 1,419,288 2,257,706
Net investment (loss) (1,071,865) (1,409,331) (2,232,419)
Realized and unrealized gain (loss) from
investments and foreign currency
Net realized gain (loss) from:
Investments (801,581) 814,678 (2,928,481)
Foreign currency translation (13,799) (2,729) 30,037
Net realized gain (loss) from investments
and foreign currency transactions (815,380) 811,949 (2,898,444)
Net unrealized appreciation (depreciation)
on investments (533,864) 647,664 -
Net realized and unrealized gain (loss) from
investments and foreign currency (1,349,244) 1,459,613 (2,898,444)
Net increase (decrease) in net assets
resulting from operations $(2,421,109) $50,282 $(5,130,863)
Net increase (decrease) per unit (for a single
unit outstanding during the entire period)
Limited partnership unit $(1,011.16) $147.90 $(1,321.52)
General partnership unit $- $- $-
The accompanying notes are an integral part of the financial statements
F-6
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
For the Years Ended December 31, 2011, 2010 and 2009
2011 2010 2009
Units Net Assets Units Net Assets Units Net Assets
Increase (decrease) in net assets from operations
Net investment (loss) $(1,071,865) $(1,409,331) $(2,232,419)
Net realized gain (loss) from investments and foreign
currency transactions (815,380) 811,949 (2,898,444)
Net unrealized appreciation on investments (533,864) 647,664 -
Net increase (decrease) in net assets resulting from
operations (2,421,109) 50,282 (5,130,863)
Capital contributions from limited partners - - 10.44 40,361 65.09 345,345
Redemptions by limited partners (1,020.58) (3,553,170) (954.96) (3,554,185) (660.55) (3,194,039)
Total (decrease) in net assets (1,020.58) (5,974,279) (944.52) (3,463,542) (595.46) (7,979,557)
Net assets at the beginning of the year 2,658.37 11,247,936 3,602.89 14,711,478 4,198.35 22,691,035
Net assets at the end of the year 1,637.79 $5,273,657 2,658.37 $11,247,936 3,602.89 $14,711,478
The accompanying notes are an integral part of the financial statements
F-7
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 2011, 2010 and 2009
2011 2010 2009
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations $(2,421,109) $50,282 $(5,130,863)
Adjustments to reconcile net increase (decrease) in net assets from
operations to net cash (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses (3,726) 7,271 (11,395)
Decrease in interest receivable - - 203
Unrealized (appreciation) depreciation on investments 533,864 (647,664) -
(Decrease) in accrued commissions payable to related parties (25,722) (50,194) (65,452)
(Decrease) in incentive fees payable - - (57,490)
Increase (decrease) in other accrued liabilities (1,007) (9,314) 466
Net cash (used in) operating activities (1,917,700) (649,619) (5,264,531)
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions - 40,361 345,345
Partner redemptions (3,119,310) (3,658,437) (3,026,755)
Net cash (used in) financing activities (3,119,310) (3,618,076) (2,681,410)
Net (decrease) in cash and cash equivalents (5,037,010) (4,267,695) (7,945,941)
Cash and cash equivalents, beginning of year 10,711,550 14,979,245 22,925,186
Cash and cash equivalents, end of year $5,674,540 $10,711,550 $14,979,245
End of period cash and cash equivalents consist of:
Cash and cash equivalents at broker $662,202 $4,513,906 $4,359,494
Treasury bills 3,999,691 (1) 4,999,789 9,998,497
Cash and cash equivalents 1,012,647 1,197,855 621,254
Total cash and cash equivalents $5,674,540 $10,711,550 $14,979,245
(1) The Fund maintains U.S. Treasury Bills generally with an original maturity
of 90 days, which are classified as cash equivalents. For the year ended
December 31, 2011, U.S. Treasury Bills had an original maturity greater than
90 days. Management has decided to present this balance as a cash equivalent
for consistency purposes as the nature and use of this balance has remained
constant. Further, proceeds from the maturity of the January 12, 2012 U.S.
Treasury Bills were used to purchase U.S. Treasury Bills with a 90 day
maturity, which will be classified as cash equivalents.
The accompanying notes are an integral part of the financial statements
F-8
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
1. Nature of the Business
Atlas Futures Fund, Limited Partnership (the "Fund") was formed January 12,
1998 under the laws of the state of Delaware. The Fund is engaged in the
speculative trading of futures contracts in commodities, which commenced in
October 1999. Ashley Capital Management, Inc. (the "Corporate General
Partner") and Michael Pacult (the "Individual General Partner" and
collectively the "General Partner") are the General Partners and the commodity
pool operators ("CPO's") of the Fund. The sole registered commodity trading
advisor ("CTA") of the fund is Clarke Capital Management, Inc. ("Clarke").
Effective July 2004 the Fund began to sell issuer direct on a best efforts
basis with no sales commissions.
The Fund has filed an S-1 registration statement to register an additional
$10,000,000 in Units. Upon effectiveness, the Units will be offered and sold
pursuant to a prospectus under similar terms to the previous offering;
however, there will be compensation to the affiliated selling agent, Futures
Investment Company, of an up front selling commission of 6% calculated on the
gross subscription amount in addition to $2,000 paid by the Fund for legal
fees associated with the review of the offering by the Financial Industry
Regulatory Authority ("FINRA").
Regulation - The Fund is a registrant with the Securities and Exchange
Commission ("SEC") pursuant to the Securities Act of 1933 ("the Act"). The
Fund is subject to the regulations of the SEC and the reporting requirements
of the Securities and Exchange Act of 1934. The Fund is also subject to the
regulations of the Commodities Futures Trading Commission ("CFTC"), an agency
of the U.S. government which regulates most aspects of the commodity futures
industry, the rules of the National Futures Association and the requirements
of various commodity exchanges where the Fund executes transactions.
Additionally, the Fund is subject to the requirements of futures commission
merchants ("FCM's") and interbank market makers through which the Fund trades
and regulated by commodity exchanges and by exchange markets that may be
traded by the advisor.
2. Significant Accounting Policies
Registration Costs - The Fund remains open to new partners, and incurs
costs required to retain the ability to issue new units. Such costs, in
addition to the costs of recurring annual and quarterly filings with
regulatory agencies are expensed as incurred.
Revenue Recognition - Forward contracts, futures and other investments are
recorded on the trade date and will be reflected in the statements of
operations at the difference between the original contract amount and the fair
value on the last business day of the reporting period.
Fair value of forward contracts, futures and other investments is based upon
exchange or other applicable closing quotations related to the specific
positions.
Interest income is recognized when it is earned.
U.S. Treasury Bills - U.S. Treasury bills are valued at amortized cost,
which management has determined approximates fair value.
Use of Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America ("GAAP") requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
F-9
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
2. Significant Accounting Policies - Continued
Foreign Currency - The accounting records of the Fund are denominated in
U.S. dollars. Assets and liabilities denominated in currencies other than U.S.
dollars are translated into U.S. dollars at the exchange rates in effect on
the valuation date. Commodity futures contract transactions are translated
into U.S. dollars at the exchange rates on the dates of such transactions. On
the accompanying financial statements, effects of changes in exchange rates
from all transactions denominated in currencies other than U.S. dollars are
disclosed separately.
Fair Value Measurement and Disclosures - Accounting Standards Codification
("ASC") 820 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The
fair value hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements).
Level 1 inputs are unadjusted quoted prices in active markets for identical
assets or liabilities that the Fund has the ability to access at the
measurement date.
Level 2 inputs are inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for an asset or liability, including
the Fund's own assumptions used in determining the fair value of investments.
Unobservable inputs shall be used to measure fair value to the extent that
observable inputs are not available, thereby allowing for situations in which
there is little, if any, market activity for the asset or liability at the
measurement date. As of and for the years ended December 31, 2011 and 2010,
the Fund did not have any Level 3 assets or liabilities.
The following table sets forth by level within the fair value hierarchy the
Fund's investments accounted for at fair value on a recurring basis as of
December 31, 2011 and 2010.
Fair Value at December 31, 2011
Description Level 1 Level 2 Level 3 Total
U.S. Treasury Bills $- $3,999,691 $- $3,999,691
Exchange Traded - Futures Contracts 113,800 - - 113,800
Total $113,800 $3,999,691 $- $4,113,491
Fair Value at December 31, 2010
Description Level 1 Level 2 Level 3 Total
U.S. Treasury Bills $- $4,999,789 $- $4,999,789
Exchange Traded - Futures Contracts 647,664 - - 647,664
Total $647,664 $4,999,789 $- $5,647,453
Income Taxes - The Fund prepares calendar year U.S. Federal and applicable
state information tax returns and reports to the partners their allocable
shares of the Fund's income, expenses and trading gains or losses. No
provision for income taxes has been made in the accompanying financial
statements as each partner is individually responsible for reporting income or
loss based on such partner's respective share of the Fund's income and
expenses as reported for income tax purposes.
Management has continued to evaluate the application of ASC 740, "Income
Taxes" to the Fund, and has determined that ASC 740 does not have a material
impact on the Fund's financial statements. The Fund files federal and state
tax returns. The 2008 through 2011 tax years generally remain subject to
examination by the U.S. federal and most state tax authorities.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers all short-term investments with an original maturity of three
months or less to be cash equivalents. Net cash provided by operating
activities includes no cash payments for interest or income taxes for the
years ended December 31, 2011, 2010 or 2009.
Reclassifications - A new cash equivalent account was opened in 2011. The
prior year money market fund balance was reclassified to the cash and cash
equivalent to conform to current year presentation. Also, prior year
investment and other income ratios to average net assets were reclassified to
net investment income (loss) to average net assets to conform to current year
presentation.
F-10
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
3. General Partner Duties
The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, include executing and filing all
necessary legal documents, statements and certificates of the Fund, retaining
independent public accountants to audit the Fund, employing attorneys to
represent the Fund, reviewing the brokerage commission rates to determine
reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each limited partner and taking such other actions as deemed
necessary or desirable to manage the business of the Fund.
If the daily net unit value of the Fund falls to less than 50% of the
highest value earned through trading at the close of any month, then the
General Partner will immediately suspend all trading, provide all limited
partners with notice of the reduction and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.
4. Limited Partnership Agreement
The Limited Partnership Agreement provides, among other things, that:
Capital Account - A capital account shall be established for each partner.
The initial balance of each partner's capital account shall be the amount of
the initial contributions to the Fund.
Monthly Allocations - Any increase or decrease in the Fund's net asset value
as of the end of a month shall be credited or charged to the capital account
of each partner in the ratio that the balance of each account bears to the
total balance of all accounts.
Any distribution from profits or partners' capital will be made solely at
the discretion of the General Partner.
Federal Income Tax Allocations - As of the end of each fiscal year, the
Fund's realized capital gain or loss and ordinary income or loss shall be
allocated among the partners, after having given effect to the fees and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted or
rejected by the General Partner within five business days. The investor also
has five business days to withdraw his subscription. Funds are deposited into
an interest bearing subscription account and will be transferred to the Fund's
account on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds will accrue to the account
of the investor.
Redemptions - After holding the investment for a minimum of twelve months, a
limited partner may request any or all of his investment be redeemed at the
net asset value as of the end of a month. The written request must be received
by the General Partner no less than ten days prior to a month end. Redemptions
will generally be paid within twenty days of the effective month end. However,
in various circumstances due to liquidity, etc. the General Partner may be
unable to comply with the request on a timely basis.
5. Fees
The Fund charged the following fees:
The Corporate General Partner is entitled to a fixed annual brokerage
commission of 11% of assets on deposit with the FCM for domestic trades plus
actual commissions charged by the FCM for trades made on foreign exchanges and
forward markets, if any. It receives 4% of the commissions and the Fund pays
the introducing broker the remaining 7%.
A quarterly incentive fee of 25% of "new net profits" is paid to Clarke.
There were no incentive fees for the years ended December 31, 2011, 2010 and
2009.
The General Partner reserves the right to change the fee structure at its
sole discretion.
F-11
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
6. Related Party Transactions
The Fund pays commissions to the Corporate General Partner and Futures
Investment Company, the introducing broker. These related parties are 100%
and 50%, respectively, owned by Michael Pacult. Related party commissions
were as follows:
Commissions included in expenses:
For The Years Ended December 31,
2011 2010 2009
Corporate General Partner $352,405 $470,434 $766,090
Futures Investment Company 560,082 792,054 1,251,360
Total related party commissions $912,487 $1,262,488 $2,017,450
Operating expenses included in expenses:
December 31,
2011
Futures Investment Company $5,618
Total related party operating expenses $5,618
Commissions included in accrued expenses:
December 31, December 31,
2011 2010
Corporate General Partner $4,144 $6,173
Futures Investment Company 6,425 30,118
Total accrued commissions payable to related
parties $10,569 $36,291
In the normal course of business, the Fund has provided general
indemnifications to the General Partner, its CTA and others when they act, in
good faith, in the best interests of the Fund. The Fund is unable to develop
an estimate for future payments resulting from hypothetical claims, but
expects the risk of having to make any payments under these indemnifications
to be remote.
F-12
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
7. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts. The Fund is exposed to both market risk, the risk arising from
changes in market value of the contracts, and credit risk, the risk of failure
by another party to perform according to the terms of a contract.
A certain portion of cash in trading accounts are pledged as collateral for
futures trading on margin. Additional deposits may be necessary for any loss
on contract value. The Commodity Exchange Act requires a broker to segregate
all customer transactions and assets from such broker's proprietary
activities.
Each U.S. commodity exchange with the approval of the CFTC establishes
minimum margin requirements for each traded contract. The FCM may increase
the margin requirements above these minimums for any or all contracts. The
Fund maintains cash, cash equivalents and U.S. Treasury Bills to satisfy these
margin requirements. At December 31, 2011 and December 31, 2010 these totaled
$5,674,540 and $10,711,550, respectively. Based upon the types and amounts of
contracts traded and the amount of liquid assets of the Fund, the General
Partner believes there is minimal risk of not being able to meet its margin
requirement.
Trading in futures contracts involves entering into contractual commitments
to purchase or sell a particular futures contracts at a specified date and
price. The gross or face amount of the contract, which is typically many times
that of the Fund's net assets being traded, significantly exceeds the Fund's
future cash requirements since the Fund intends to close out its open
positions prior to settlement. As a result, the Fund is generally subject only
to the risk of loss arising from the change in the value of the contracts. The
market risk is limited to the gross or face amount of the contracts held of
approximately $15,096,202 and $47,695,198 on long positions at December 31,
2011 and December 31, 2010, respectively. However, when the Fund enters into a
contractual commitment to sell commodities, it must make delivery of the
underlying commodity at the contract price and then repurchase the contract at
prevailing market prices or settle in cash. Since the repurchase price to
which a commodity can rise is unlimited, entering into commitments to sell
commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.
The net unrealized gains on open futures contracts at December 31, 2011 and
December 31, 2010 were $113,800 and $647,664 respectively.
Open contracts generally mature within three months of December 31, 2011.
The latest maturity for open futures contracts is in March 2012. However, the
Fund intends to close all contracts prior to maturity.
F-13
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
7. Trading Activities and Related Risks - Continued
The following tables disclose the fair values of derivative and hedging
activities in the Statements of Assets and Liabilities and the Statements of
Operations.
Derivative Instruments
Statement of Assets and Liabilities
Asset Derivatives Liability Derivatives
at December31, at December 31,
Statement of Assets and Liabilities Location 2011 Fair Value 2011 Fair Value Net
Derivatives not designated as Futures contracts Net unrealized gain (loss) on open $122,163 $(8,363) $113,800
hedge instruments under ASC 815 futures contracts
Asset Derivatives Liability Derivatives
at December31, at December 31,
Statement of Assets and Liabilities Location 2010 Fair Value 2010 Fair Value Net
Derivatives not designated as Futures contracts Net unrealized gain (loss) on open $651,883 $(4,219) $647,664
hedge instruments under ASC 815 futures contracts
Derivative Instruments
Statement of Operations
For the Years Ended December 31,
Line Item in the Statement of Operations 2011 2010 2009
Derivatives not designated as Futures contracts Net realized gain (loss) from investments $(815,380) $811,949 $(2,898,444)
hedge instruments under ASC 815 and foreign currency transactions
Derivatives not designated as Futures contracts Net unrealized appreciation from $(533,864) $647,664 $-
hedge instruments under ASC 815 investments
Credit risk is the possibility that a loss may occur due to the failure of a
counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
8. Financial Instruments with Off-Balance Sheet Credit and Market Risk
All financial instruments are subject to market risk, the risk that future
changes in market conditions may make an instrument less valuable or more
onerous. As the instruments are recognized at fair market value, those
changes directly affect reported income.
Included in the definition of financial instruments are securities,
restricted securities and derivative financial instruments. Theoretically,
the investments owned by the Fund directly are exposed to a market risk (loss)
equal to the notional value of the financial instruments purchased and
substantial liability on certain financial instruments purchased short.
Generally, financial instruments can be closed. However, if the market is not
liquid, it could prevent the timely close-out of any unfavorable positions or
require the Fund to hold those positions to maturity, regardless of the
changes in their value or the trading advisor's investment strategies.
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise
from financial instruments exist for groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.
9. Derivative Financial Instruments and Fair Value of Financial Instruments
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. As the instruments are recognized at fair value, those
changes directly affect reported income.
All investment holdings are recorded in the statement of assets and
liabilities at their net asset value (fair value) at the reporting date.
Financial instruments (including derivatives) used for trading purposes are
recorded in the statement of assets and liabilities at fair value at the
reporting date. Realized and unrealized changes in fair values are recognized
in net investment gain (loss) in the period in which the changes occur.
Interest income arising from trading instruments is included in the statement
of operations as part of interest income.
Notional amounts are equivalent to the aggregate face value of the
derivative financial instruments. Notional amounts do not represent the
amounts exchanged by the parties to derivatives and do not measure the Fund's
exposure to credit or market risks. The amounts exchanged are based on the
notional amounts and other terms of the derivatives.
F-14
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011
10. Indemnifications
In the normal course of business, the Fund enters into contracts and
agreements that contain a variety of representations and warranties and which
provide general indemnifications. The Fund's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. The Fund expects the risk of any
future obligation under these indemnifications to be remote.
11. Financial Highlights
For the Years Ended December 31,
2011 2010 2009 2008 2007
Performance per unit (1)
Net unit value, beginning of the year $4,231.14 $4,083.24 $5,404.76 $4,175.12 $3,489.87
Net realized and unrealized gain (loss) from
investments and foreign currency (557.75) 609.02 (753.79) 2,355.63 1,365.97
Investment income 6.01 3.26 6.44 64.59 151.43
Expenses (459.42) (464.38) (574.17) (1,190.58) (832.15)
Net increase (decrease) for the year (1,011.16) 147.90 (1,321.52) 1,229.64 685.25
Net unit value at the end of the year $3,219.98 $4,231.14 $4,083.24 $5,404.76 $4,175.12
Net assets at the end of the year ($000) $5,274 $11,248 $14,711 $22,691 $18,637
Total return (23.90%) 3.62% (24.45%) 29.45% 19.64%
Number of units outstanding at the end of the year 1,637.79 2,658.37 3,602.89 4,198.35 4,463.75
Supplemental Data:
Ratio to average net assets
Net investment (loss) (12.63%) (12.01%) (11.89%) (22.73%) (18.33%)
Expenses (12.80%) (12.09%) (12.02%) (24.03%) (22.47%)
Total return was calculated based on the change in value of a unit during
the period. Net realized and unrealized gain (loss) from investments and
foreign currency is a balancing amount necessary to reconcile the change in
net unit value. An individual member's total returns and ratios may vary from
the above total returns and ratios based on the timing of additions and
redemptions.
(1) Investment income and expenses and net realized and unrealized gains and
losses on futures transactions are calculated based on a single unit
outstanding during the period.
F-15
Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2011, 2010 and 2009
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult
Michael Pacult
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-16
