FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended: December 31, 1999
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Commission File number: 333-61217
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Atlas Futures Fund, Limited Partnership
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(Exact name of registrant as specified in charter)
Delaware 51-0380494
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5916 N. 300 West
Fremont, IN 46737
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(Address of principal executive offices)
(219) 833-1306
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Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Act:
Title of each class. Name of each exchange on which registered.
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None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
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 [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sect 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. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing. None
There is no market for the Units of Partnership interests and none is expected
to develop. This 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
Registration Statement and all amendments thereto filed with the United
States Securities and Exchange Commission at Registration No. 333-61217 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")
and 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 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. Units are currently offered and sold at the net asset value per Unit
("NAV") determined after addition of profits and deduction of losses,
expenses, and reserves, at the close on the last business day of each month.
See the financial statements for the total value of the Fund and the NAV as
of the date of the statements.
The trades for the Fund are selected and placed with the futures commission
merchant, i.e., broker, for the account of the Fund by one or more commodity
trading advisors ("CTAs") selected by the General Partner of the Fund.
Currently, and since the inception of trading, the Fund account has been
traded by Clarke Capital Management, Inc. 216 S. Vine Street, Hinsdale, IL
60521 (630) 323-5913 as the sole CTA. The books and records of the CTA are
kept and are available for inspection by the Partners at its' office. The
CTA is paid a management fee of three percent (3%) of the equity assigned to
it to manage plus an incentive fee of fifteen percent (15%) of New Net
Profit, as that term is defined in the partnership agreement which governs
the operation of the Fund. The Fund partnership agreement is included as
Exhibit A to the prospectus delivered to the prospective investors and filed
as part of the registration statement. The partnership agreement is
incorporated herein by reference.
None of the purchasers of Limited Partnership Units ("Limited Partners") has
a voice in the management of the Partnership. Reports of the NAV are sent to
the Partners within twenty days following the end of each month. The General
Partner provides its management services for a management fee of one percent
(1%) per year payable at the rate of one-twelfth of one percent (1/12th of
1%) per month.
Futures Investment Company, ("FIC") an introducing broker, which is
Affiliated with the General Partner, provides all clearing costs, including
pit brokerage fees, which includes floor brokerage, NFA and exchange fees for
three quarters of one percent (3/4%) of the total value of the Fund per month
[nine percent (9%) per year] which is on deposit at the futures commission
merchant, Refco, Inc. selected by the General Partner and FIC to hold the
money and place the trades selected by the CTA for the Fund.
The operation of the trading business of the Partnership is regulated by the
Commodity Futures Exchange Commission pursuant to the Commodity Exchange Act,
7 U.S.C. S1, et seq. These legal safeguards are not intended to protect
investors from the risks inherent in the trading of futures and options on
futures and forward currency and foreign commodity contracts. The trading of
commodities is highly speculative and risky. For a complete description of
the risks and regulation of the business of the Partnership, see the
Registrant's Registration Statement and its pre-effective amendments on file
with the Securities and Exchange Commission at No. 333-61217, which are
incorporated herein by reference.
Item 2. Properties
The Fund maintains up to 3% of its assets on deposit in a commercial bank and
the balance at Refco, Inc. One World Financial Center, Tower A, Suite 2300,
200 Liberty Street, New York, NY 10281 or other registered futures commission
merchants selected, from time to time, by the General Partner. Refco, Inc.
is registered with the National Futures Association pursuant to the Commodity
Exchange Act as a futures commission merchant. The trading of commodities is
highly speculative and the Registrant is at unlimited risk of loss, including
the pledge of all of its assets to Refco, Inc. 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 commodity trading advisor or any of their Affiliates, directors or
officers. Refco, Inc., the futures commission merchant has had legal
proceedings against it in the past five years as follows:
On December 20, 1994, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 95-2) in which Refco was alleged to
have violated certain financial reporting, record keeping and segregation
provision of the Commodity Exchange Act and CFTC regulations as a result of
some reporting and investment practices of Refco during 1990 and 1991.
Without any hearing on the merits of the CFTC allegations and without
admitting any of the allegations, Refco settled the matter and agreed to
payment of $1.25 million civil penalty, entry of a cease and desist order,
and appointment of an independent consultant to review Refco's financial
manual.
On January 23, 1996, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 96-2) in which Refco was alleged to
have violated certain segregation and supervision requirements and prior
cease and desist orders. The CFTC allegations concerned Refco's consolidated
margining of certain German accounts which were maintained at Refco from 1989
through April 1992. Refco simply executed and cleared transactions for these
accounts in accordance with client instructions; Refco had no role in
raising funds from investors or in the trading decision for these accounts.
Refco had received what it considered appropriate authorization from the
controlling shareholder of the accounts' promoters to margin the accounts and
transfer funds between and among the accounts on a consolidated basis. The
CFTC maintained that Refco should not have relied upon such authorizations
for the final consolidation of the accounts. Without admitting any of the
CFTC allegations or findings, Refco settled the proceeding and agreed to
payment of a $925,000 civil penalty, entry of a cease and desist order, and
implementation of certain internal controls and procedures.
On May 24, 1999, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 99-12) in which Refco was alleged to
have violated certain order taking, recordkeeping, and supervisory rules.
The CFTC allegations pertained to the period from January 1995 through
December 1995 in which Refco took trading instructions from an independent
introducing broker/broker-dealer that had discretionary trading authority
over approximately 70 accounts. Without any hearing on the merits and
without admitting any of the allegations, Refco settled the proceeding and
agreed to payment of a $6 million civil penalty, entry of a cease and desist
order, funding of a study on order entry and transmission procedures, and a
review of its compliance policies and procedures related to its handling of
trades by floor and back office personnel.
Refco management does not believe that any of the foregoing matters are
material to the clearing and execution services it will render to 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.
Item 4. Submission of Matters to a Vote of Security Holders
Shira Del Pacult, individually and as the principal of the corporate General
Partner, makes all day to day decisions regarding the operation of the Fund.
The Limited Partners have not exercised any right to vote their Units and
their have been no matters which would cause the Fund to conduct a vote of
the Partners. The rights of the Limited Partners, including their voting
rights, are defined in the Partnership Agreement. Briefly stated, their
voting rights are limited to the selection of the General Partner, amendments
to the Partnership Agreement, and other similar decisions.
PART II
Item 5. Market for Registrant's Limited Partnership Units
The Partnership desires to be taxed as a partnership and not as a
corporation. In furtherance of this objective, the Partnership Agreement,
subject to certain exceptions upon the death of a Partner, requires all
Partners to obtain the approval of the General Partner prior to the transfer
of any Units of Partnership interest. Accordingly, there is no market for
the Units and none is likely to develop. The Partners must rely upon the
right of Redemption provided in the Partnership Agreement to liquidate their
interest.
The Partnership will likely have less than 300 holders of its securities.
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 Partnership. See
the 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
Registrant is not required to pay dividends or otherwise make distributions
and none are expected. The Partners must rely upon their right of redemption
to obtain their return of equity after consideration of profits, if any, and
losses from the Partnership. See the Registration Statement, incorporated
herein by reference, for a complete explanation of the allocation of profits
and losses to a partners capital account.
Following is a summary of certain financial information for the Registrant
for the period from break of escrow on October 15, 1999, to December 31,1999.
1999
Realized Gain (Loss) From Trading In Futures $ 37,130
Change in Unrealized Gains (Losses) on Open Contracts 3,580
Interest Income 8,709
Management Fees 8,816
Incentive Fees 6,573
Net Income (Loss) 8,660
General Partner Capital 50,243
Limited Partner Capital 1,659,249
Total Partnership Capital 1,747,065
Net Income (Loss) Per Limited Partner Unit 6.29
Net Income (Loss) per General Partner Unit 19.04
Net Asset Value Per Unit At End of Year 954.37
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
The initial start-up costs attendant to the sale of partnership interests by
use of a Prospectus which has been filed with the Securities and Exchange
Commission are substantial. The results of the partial year 1999 reflected
the absorption of these costs by the Fund.
The 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 Partnership. See the Registration Statement, incorporated by
reference herein, for an explanation of the operation of the Partnership.
Item 8. Financial Statements and Supplementary Data.
The Partnership financial statements as of December 31, 1999, were prepared
by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL
60635 and were audited by Frank L. Sassetti & Co., Certified Public
Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each
Partner, and are incorporated herein by reference and are provided beginning
on Page F-1 of this Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No disagreements with (i) the accountants identified in Item 8 above, (ii)
any other experts selected by the Partnership as disclosed in the "Experts"
section of the Registration Statement, or (iii) the financial statements have
occurred since the formation of the Partnership on January 12, 1998, as
amended and fully stated on May 1, 1999.
Part III
Item 10. Directors and Executive Officers of the Registrant
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 Ms. Shira Del Pacult. The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act and Ms. Shira
Del Pacult, age 43, is its sole shareholder, director, is also the sole
registered principal and executive officer of the corporate General Partner.
The background and qualifications of Ms. Pacult are disclosed in the
Registration Statement, incorporated herein by reference. Ms. Pacult is also
a registered representative with Futures Investment Company, the broker
dealer which serves as underwriter of the "best efforts" offering of the
Units.
Ms. Pacult is also the principal of the general partner of three other
commodity pools, Fremont Fund, Limited Partnership, a publicly offered pool
which commenced business in November, 1996, Auburn Fund, Limited Partnership,
which commenced business in April, 1997, and Bromwell Financial Fund, Limited
Partnership which became effective March 16, 2000. No Units of Bromwell have
been sold to the date of this filing.
Item 11. Executive Compensation.
The Fund pays its corporate General Partner a management fee of one percent
(1%) per year, payable monthly, to serve the Partnership in an executive
capacity. All operating costs related to management of the Partnership,
including compensation to Ms. Pacult, are paid from that management fee. The
total management fee paid to the corporate General Partner during the year
1999 was $1,876.
Ms. Pacult also earns compensation from the sale of the Units through FIC,
the Affiliated selling broker and from the fixed commissions paid by the
Partnership to FIC as the Affiliated introducing broker. The amounts paid to
the affiliated companies which results in compensation to Ms. Pacult are
disclosed in the Registration Statement, which is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Partners own more than five percent (5%) of the total
equity of the partnership:
Name Percent Ownership
Merville Hilary 6.0%
Randal Rolf 6.1%
Ted Jones 10.3%
(b) Pursuant to the terms of the Partnership Agreement and the offering, the
General Partner must maintain no less than one percent (1%) of the total
equity of the partnership. As of December 31, 1999, the General Partner
owned 52.645 Units of Limited Partnership interests.
(c) The Limited Partnership Agreement governs the terms upon which control
of the Partnership may change. No change in ownership of the Units will,
alone, determine the location of control. A vote of the limited partners is
required to change the control from the General Partner to another general
partner. Control of the management of the Partnership may never vest in one
or more Limited Partners. There were no changes in control of the
Partnership from inception of operations to the date of the filing of this
Form 10-K.
Item 13. Certain Relationships and Related Transactions.
The General Partner has sole discretion over the selection of trading
advisors. FIC, the Affiliated introducing broker is paid a fixed commission
for trades and, therefore, the General Partners have a potential conflict in
the selection of a trading advisor who makes few trades rather than produces
profits for the Partnership. This conflict and others are fully disclosed in
the Registration Statement, which is incorporated herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements
See Index to Financial Statements for the period ended December 31,
1999.
The Financial Statements begin on page F-1.
(b) 2. Financial Schedules
Not applicable, not required, or included in the Financial
Statements.
(c) 3. Exhibits.
Incorporated by reference from Form S-1, and all amendments at file No. 333-
61217 previously filed with the Washington, D. C. office of the Securities
and Exchange Commission.
(d) Reports on Form 8-K: none
(e) Exhibits filed herewith: none
(f) Financial Schedules filed herewith: not applicable, not required or
included with the financial statements
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, 1999, to be signed on its behalf by the
undersigned, thereunto duly authorized.
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, 1999, 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 31, 2000 By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder
President and Treasurer
Date: March 31, 2000 By: /s/ Shira Del Pacult
Ms. Shira Del Pacult, General Partner
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ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE YEAR ENDED
DECEMBER 31, 1999
(With Auditors' Report Thereon)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Financial Statements -
Balance Sheet F-2
Statement of Operations F-3
Statement of Partners' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6 - F-10
Letter of Attestation F-11
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 1999, and the related statements of
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ATLAS FUTURES
FUND, LIMITED PARTNERSHIP as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: March 21, 2000 By:
Frank L. Sassetti & Co.
Certified Public Accountants
F-1
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
1999
Cash (Note 7) $ 62,749
United States Treasury Obligations (Note 6) 691,109
Accrued interest receivable 6,497
Due from limited partners 192,665
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 790,465
Net unrealized gain on open
commodity futures contracts (Note 8) 3,580
$1,747,065
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued commissions payable $ 2,895
Accrued management fees payable 7,502
Accrued incentive fees payable 6,573
Accrued accounting fees payable 1,477
Commissions payable - introducing broker 19,126
Total Liabilities 37,573
PARTNERS' CAPITAL
Limited partners - (1738.589 units) 1,659,249
General partner - (52.645 units) 50,243
Total Partners' Capital 1,709,492
$1,747,065
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
REVENUES
Realized gain from trading in futures $ 37,130
Realized gain on exchange rate fluctuation 8
Changes in unrealized gains on
open commodity futures contracts 3,580
Interest income 8,709
Total Revenues 49,427
EXPENSES
Commissions 18,953
Management fees 8,816
Incentive fees 6,573
Professional accounting and legal fees 4,968
Organization costs 1,200
Other operating and administrative expenses 257
Total Expenses 40,767
NET INCOME $ 8,660
NET INCOME -
Limited partnership unit $ 6.29
General partnership unit $ 19.04
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
Limited General Total
Partners Partners Partners' Equity
Amount Units Amount Units Amount Units
Balance -
December 31, 1998 $ $ 1,647 2.00 $ 1,647 2.00
Additions of
1789.234 units 1,651,584 1738.59 47,601 50.64 1,699,185 1789.23
Net income 7,665 995 52.64 8,660 1791.23
December 31, 1999 $1,659,249 1738.59 $50,243 52.64 $1,709,492 1791.23
Value per unit $954.37
Total partnership units 1791.23
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,660
Adjustments to reconcile net income
to net cash used in operating activities -
Changes in operating assets and liabilities -
Equity in Commodity Futures
Trading Accounts (794,045)
Accrued interest receivable (6,497)
U. S. Treasury Obligations (691,109)
Accrued commissions payable 22,021
Management and incentive
fees payable 14,075
Accounting fees payable 1,477
Net Cash (Used in)
Operating Activities (1,445,418)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 1,780,414
Syndication and registration costs (80,941)
Proceeds due from limited partners (192,665)
Net Cash Provided by
Financing Activities 1,506,808
NET INCREASE IN CASH 61,390
CASH -
Beginning of period 1,359
End of period $ 62,749
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
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 speculative trading of futures contracts in commodities, which
commenced in October, 1999. Ashley Capital Management, Inc. is the General
Partner and the commodity pool operator (CPO) of Atlas Futures Fund, Limited
Partnership. The commodity trading advisor (CTA) is Clarke Capital
Management, who has the authority to trade so much of the Fund's equity as is
allocated to it by the General Partner.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. Recurring
registration costs, if any, will be charged to expense as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon
exchange or other applicable market best available closing quotations.
F-6
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
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.
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
Net cash provided by operating activities include no cash payments for
interest or income taxes as of December 31, 1999.
2. 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 the 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 Partnership.
3. THE 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 partnership.
F-7
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
Monthly Allocations - Any increase or decrease in the Partnership'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.
Allocation of Profit and Loss for Federal Income Tax Purposes -As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any units until after
the lapse of six months from the date of the investment. Thereafter,a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the partnership at the net asset value per unit on the
last day of any month on ten days prior written request to the General
Partner. A redemption fee payable to the partnership of a percentage of the
value of the redemption request is charged during the first 24 months of
investment pursuant to the following schedule:
* 4% if such request is received ten days prior to the last
trading day of the month in which the redemption is to be effective the sixth
month after the date of the investment in the Fund.
* 3% if such request is received during the next seven to
twelve months after the investment.
* 2% if such request is received during the next thirteen to
eighteen months.
* 1% if such request is received during the next nineteen to
twenty-fourth months.
* 0% thereafter.
F-8
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
4. FEES
The Fund is charged the following fees on a monthly
basis since the commencement of trading.
* A management fee of 3% (annual rate) of the Fund's net
assets allocated to each CTA to trade will be paid to each CTA and 3% of
equity to the Fund's General Partner.
* An incentive fee of 15% of "new trading profits" will be
paid to each CTA. "New trading profits" includes all income earned by each
CTA and expense allocated to his activity. In the event that trading
produces a loss, no incentive fees will be paid and all losses will be
carried over to the following months until profits from trading exceed the
loss. It is possible for one CTA to be paid an incentive fee during a quarter
or a year when the Fund experienced a loss.
* The Fund will pay fixed commissions of 9% (annual rate) of
assets assigned to be traded, payable monthly, to the Introducing Broker
affiliated with the General Partner. The Affiliated Introducing Broker will
pay the costs to clear the trades to the futures commission merchant and all
PIT Brokerage costs which shall include the NFA and exchange fees.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated
in foreign currencies. Gains and losses on these transactions are recorded
as futures trading gains or losses at the U. S. dollar equivalent on the date
the trade is settled. Exchange rate fluctuation gain or loss is reflected
when residual amounts of foreign currencies are reconverted to U. S. dollars.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and cash in trading
accounts are pledged as collateral for commodities trading on margin.
F-9
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
7. CONCENTRATIONS OF CREDIT RISK
The Fund maintains its cash balances at a high credit
quality financial institution. The balances may, at times, exceed federally
insured credit limits.
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in
speculative trading of futures contracts in commodities. The carrying
amounts of the Fund's financial instruments and commodity contracts generally
approximate their fair values at December 31. Open commodity contracts had a
gross contract value of $1,770,800 on short positions at December 31, 1999.
Although the gross contract values of open commodity
contracts represent market risk, they do not represent exposure to credit
risk, which is limited to the current cost of replacing those contracts in a
gain position. The unrealized gain on open commodity futures contracts at
December 31, 1999 was $3,580.
F-10
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