As filed with the Securities and Exchange Commission on ~~_____________~~December 28, ~~2009~~2010

~~REGISTRATION~~Registration NONo. ~~[Insert Number]__________~~ 333-

~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~STATES

~~FORM S-1 REGISTRATION STATEMENT UNDER THE~~ SECURITIES ~~ACT~~AND OFEXCHANGE ~~1933~~COMMISSION

~~ALTIN:FUND~~Washington, ~~LIMITED~~D.C. ~~PARTNERSHIP (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)~~20549

~~DELAWARE~~FORM ~~(State or Other Jurisdiction of Incorporation or Organization) 6799 (Primary Standard Industrial Classification Code Number) 80-0438306 (I.R.~~S~~. Employer Identification No.)~~-1

~~c/o~~REGISTRATION Altin Holdings, LLC 805 Oakwood Drive, Suite 125, Rochester, MI 48307; (248) 413-6100 (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)STATEMENT

~~Sebastian~~UNDER ~~Lucido,~~THE ~~President Altin~~SECURITIES ~~Holdings,~~ACT ~~LLC 805~~OF ~~Oakwood Drive, Suite 125, Rochester, MI 48307; (248) 413-6100 (Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)~~1933

ALTIN:FUND, LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Delaware	6221	80-0438306
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

c/o Altin Holdings, LLC

805 Oakwood Drive, Suite 125

Rochester, MI 48307

(248) 413-6100

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Copies to:

~~Linda~~Sebastian ~~Paullin-Hebden~~Lucido, ~~Esq.~~President ~~Warner~~Altin ~~Norcross~~Holdings, &LLC ~~Judd~~805 ~~LLP~~Oakwood ~~2000 Town Center~~Drive, Suite ~~2700~~125 ~~Southfield~~Rochester, MI ~~48075~~48307 (248) ~~784~~413-~~5159~~6100 Jennifer Durham King, Esq. Christopher M. ~~Dudley~~Golden, Esq. ~~Warner~~Vedder ~~Norcross~~Price &P.C. ~~Judd~~222 ~~LLP~~North ~~2000~~LaSalle ~~Town Center~~Street, Suite ~~2700~~2600 ~~Southfield~~Chicago, MIIL ~~48075~~60601 (~~248~~312) ~~784~~609-~~5136~~7500

(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ~~[X]~~ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~¨

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 the 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 [ ] ý Smaller reporting company ~~[X]~~ o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(1)
Limited Partnership Units, consisting of Class A Units, Class B Units, Class C Units, Class D Units and Class E Units	$440,000,000	$24,552
Class A Limited Partnership Units		$	100,000,000	$	11,610	(2)
Class B Limited Partnership Units		$	100,000,000	$	11,610	(2)
Class C Limited Partnership Units		$	100,000,000	$	11,610	(2)
Class D Limited Partnership Units		$	100,000,000	$	11,610	(2)
Class E Limited Partnership Units		$	240,000,000		N/A	(3)
Class I Limited Partnership Units		$	40,000,000	$	4,644	(2)

________________

(1)	Calculated pursuant to Rule 457(o).

~~The~~(2) ~~Registrant~~Pursuant ~~hereby~~to ~~amends~~Securities ~~this~~Act ~~Registration~~Rule ~~Statement~~457(p), on$24,552 ~~such~~of ~~date~~the orregistration ~~dates~~filing asfee ~~may~~was bepreviously ~~necessary~~paid toin ~~delay~~connection ~~its~~with ~~effective date until~~ the ~~Registrant~~Form ~~shall~~S-1 ~~file a further amendment which specifically states that this~~ Registration Statement ~~shall~~of ~~thereafter~~Altin:Fund, ~~become~~Limited ~~effective~~Partnership ~~in accordance with Section 8~~(a333-161889) offiled ~~the~~on ~~Securities~~September ~~Act~~11, or2009 ~~until~~and ~~this~~subsequently ~~Registration~~withdrawn ~~Statement shall become effective~~ on ~~such~~February ~~date~~26, ~~as the Commission~~2010, ~~acting~~and ~~pursuant~~is tooffset ~~said~~against ~~Section~~the ~~8(a),~~filing ~~may~~fee ~~determine~~currently due.

(3)

The class E Limited Partnership Units will be issued in exchange for class A and class B Units when the limited partners holding those units have reached the fee limit (as defined in Appendix A) and in exchange for the class I Limited Partnership Units when the limited partners holding those units have held their units for one year. No registration fee is payable in reliance upon Rule 457(i) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Subject~~PART toONE: DISCLOSURE ~~completion, dated __________, 2009~~DOCUMENT

Subject to completion, dated December 28, 2010

ALTIN:FUND, LIMITED PARTNERSHIP

$100,000,000 LIMITED PARTNERSHIP INTERESTS (CLASS A UNITS) $100,000,000 LIMITED PARTNERSHIP INTERESTS (CLASS B UNITS) $100,000,000 LIMITED PARTNERSHIP INTERESTS (CLASS C UNITS) $100,000,000 LIMITED PARTNERSHIP INTERESTS (CLASS D UNITS) $40,000,000 LIMITED PARTNERSHIP INTERESTS (CLASS E UNITS)

Units of Limited Partnership Interests
$100,000,000 Class A Units	$100,000,000 Class B Units	$100,000,000 Class C Units
$100,000,000 Class D Units	Class E Units	$40,000,000 Class I Units

~~THE~~The ~~OFFERING~~Offering

Altin:Fund, Limited Partnership, ~~which is referred to in this prospectus as~~ (“Altin:Fund,”) is a multi-advisor commodity pool ~~organized to engage in trading U~~.S. and international futures, forwards, options on futures contracts, forward contracts, commodities, security futures contracts, spot contracts and other commodity interest contracts, by implementing the trading methods of the independent commodity trading advisors engaged by Altin ~~Holdings, LLC, Altin~~:Fund's general partner, on behalf of Altin:Fund or by investing directly into private funds engaged in similar trading. The commodities underlying the foregoing contracts may include stock indices, interest rates, currencies or physical commodities, such as agricultural products, energy products or metals. Altin:Fund is not registered as a mutual fund under the Investment Company Act of 1940 and ~~will~~has not ~~commence~~yet ~~operations~~commenced ~~until~~trading ~~this~~operations. Altin ~~registration~~Holdings, ~~statement~~LLC is ~~effective~~the general partner of Altin:Fund.

~~The~~This offering consists of ~~five~~six classes of limited partnership units of Altin:Fund: class A units, class B units, class C units, class D units, class E units and class EI units. The ~~Each~~ class isI ~~being~~units ~~separately~~are being offered only during the initial offering period, including any extension thereto, and the class E units will ~~have~~not ~~different~~be ~~fee~~offered ~~arrangements~~to new investors, ~~depending~~but onwill be issued in exchange for the class A units, class B units, and class I units in ~~which~~certain ancircumstances ~~investor~~as ~~invests~~described herein. The offered units have different fee arrangements and restrictions on redemptions.

The ~~selling~~offering ~~agents~~is ~~will~~contingent ~~offer~~on ~~the~~receiving minimum ~~units~~subscriptions atfor athe ~~price~~offered units of $125,000,000 ~~per~~to ~~unit~~break escrow and commence trading operations. The offered units will initially be offered for a period ending ninety days from the date hereof, unless such date is extended by the general partner for up to an additional ninety days. Subscription funds received during the initial offering period will be deposited in escrow accounts at Huntington National Bank, ~~and~~Corporate Trust Department, ~~thereafter~~the escrow agent, atand aheld ~~price~~there ~~equal~~until the funds are released for trading purposes or returned to subscribers if the ~~net~~subscription ~~asset~~minimum ~~value~~is ~~per~~not ~~unit~~met. The initial offering period may be shorter if the subscription minimum of ~~each~~$25,000,000 is reached before the end of the ~~units~~initial atoffering period. If the ~~start~~subscription ofminimum ~~business~~is onnot met by the ~~closing~~end ~~date~~of (the ~~first~~initial ~~business~~offering ~~day~~period, ofincluding ~~each~~any ~~month)~~extensions thereof, subscriptions for the offered units will be promptly returned to subscribers, without interest. After Wethe ~~anticipate~~end ~~that~~of the initial offering period, ~~will~~the ~~end~~class A, class B, class C and ~~the~~class D units will ~~begin~~be ~~trading~~offered oncontinuously until the ~~initial~~third ~~closing~~anniversary ~~date~~of ~~with~~the aregistration ~~net~~statement ~~asset~~of ~~value~~which ofthis $1prospectus is a part unless,~~000~~ ~~per~~prior ~~unit~~thereto, a new registration statement is filed.

The ~~selling~~offered ~~agents~~units are ~~not~~being ~~required to sell any specific quantity or dollar amount of units, but have agreed to use their best efforts to sell the units~~ offered. Subscriptions approved for investment will be effective as of each closing date and, once transferred from the escrow account, will be held in Altin:Fund's custodial account until invested. The offering is contingent on a ~~minimum~~best ~~investment~~efforts ofbasis ~~$25,000,000~~without toany ~~break~~firm ~~escrow~~commitment ~~and~~underwriting ~~commence~~through ~~trading~~selling ~~operations.~~agents Ifwhich ~~the~~are ~~minimum is reached, the offering is expected to continue until all~~ registered ~~units are sold~~broker-dealers. The ~~general~~selling ~~partner~~agents ~~may,~~are ~~however,~~not inrequired ~~its~~to ~~discretion,~~sell ~~suspend or terminate the offering at~~ any ~~time,~~specific ordollar itamount ~~may~~of ~~elect to register and offer additional~~ units.

The Risks

Before you decide whether to invest, you should read this entire prospectus carefully and consider the "Risk Factors" beginning on page 15.

• An investment in Altin:Fund is speculative and leveraged; as a result of this leverage, small movements in the price of a commodity interest may cause you to incur significant losses • Performance can be volatile; rapid and substantial fluctuations in commodity interest prices could cause Altin:Fund's trading position to suddenly turn unprofitable and cause you to lose all or substantially all of your investment in Altin:Fund • Trading in commodity interests is a zero-sum economic activity in which, for every gain, there is an offsetting loss. Altin:Fund therefore bears the risk that, on every trade, it will incur a loss • Altin:Fund's use of multiple trading advisors may result in Altin:Fund taking offsetting trading positions, thereby incurring additional expenses with no net change in holdings • Altin:Fund is a newly formed limited partnership with no operating or performance history

• No secondary market exists for the units • Altin:Fund pays substantial fees and expenses, including fees paid to its trading advisors, that must be offset by trading profits and interest income • You will have no right to participate in the management of Altin:Fund • You should rely only on the information contained in this prospectus or incorporated by reference which legally forms a part of this prospectus. We have not authorized anyone to provide you with information that is different • There is no guarantee that the information in this prospectus is correct as of any time after the date appearing on the cover • The selling agents of Altin:Fund must deliver any supplemented or amended prospectus issued by Altin:Fund • You should not invest more than 10% of your "liquid" net worth (exclusive of home, furnishings and automobiles in the case of individuals; or readily marketable securities in the case of entities) in any unit of Altin:Fund, or in Altin:Fund as a whole

There is a minimum investment required to invest in Altin:Fund units; $10,000 for class A units, class C units and class E units, $100,000 for class B units and $5,000,000 for class D units. Any minimum initial investment amount requirements may be waived in the sole discretion of the general partner.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMODITY FUTURES TRADING COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

~~This~~THE ~~prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together and both parts contain important information.~~RISKS

~~The~~Before ~~date~~investing, ofplease read this entire prospectus ~~is __________~~carefully, ~~2009~~and consider the “RISK FACTORS” beginning on page 22.

~~COMMODITY~~· ~~FUTURES~~An ~~TRADING~~investment ~~COMMISSION RISK~~in ~~DISCLOSURE~~Altin:Fund ~~STATEMENT~~is speculative and leveraged; you could lose all or substantially all of your investment. · There is no secondary market for the units and none is expected to develop. While the units have redemption rights, there are restrictions and possible fees assessed upon redemption. · Performance of Altin:Fund can be volatile and even a small movement in market prices could cause large losses. · Altin:Fund pays substantial fees and expenses, including fees paid to its trading advisors, which must be offset by trading profits and interest income in order for Altin:Fund to be profitable. · Altin:Fund’s use of multiple trading advisors may result in Altin:Fund taking offsetting trading positions, thereby incurring additional expenses with no net change in holdings. · You will have limited voting rights and no control over Altin:Fund’s business. · Altin:Fund is a newly formed limited partnership with no operating or performance history. · Your annual tax liability is anticipated to exceed cash distributions to you. · Altin:Fund is subject to several conflicts of interests.

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

	Maximum Available Units		Price per Unit(1)		Minimum Investment(2)		Upfront Selling Commissions(3)			Proceeds to Altin:Fund
Class A units	$	100,000,000	$	1,000	$	10,000		3.0	%		100	%
Class B units	$	100,000,000	$	1,000	$	100,000		2.0	%		100	%
Class C units	$	100,000,000	$	1,000	$	10,000	None				100	%
Class D units	$	100,000,000	$	1,000	$	5,000,000	None				100	%
Class E units	$	240,000,000	$	1,000	$	10,000	None				100	%
Class I units	$	40,000,000		N/A		N/A		N/A			N/A

~~YOU~~(1) ~~SHOULD~~The ~~CAREFULLY~~units ~~CONSIDER~~will ~~WHETHER~~be ~~YOUR~~offered ~~FINANCIAL~~at ~~CONDITION~~a ~~PERMITS~~price ~~YOU~~of ~~TO PARTICIPATE IN A POOLED INVESTMENT VEHICLE. IN SO DOING~~$1,000 ~~YOU~~per ~~SHOULD~~unit BEduring ~~AWARE~~the ~~THAT~~initial ~~ALTIN:FUND~~offering ~~ENTERS INTO TRANSACTIONS THAT ARE NOT TRADED ON AN EXCHANGE~~period, AND THE FUNDS ALTIN:FUND INVESTS IN THOSE TRANSACTIONS MAY NOT RECEIVE THE SAME PROTECTIONS AS FUNDS USED TO MARGIN OR GUARANTEE EXCHANGE-TRADED FUTURES AND OPTIONS CONTRACTS. IF THE COUNTERPARTY BECOMES INSOLVENT AND ALTIN:FUND HAS A CLAIM FOR AMOUNTS DEPOSITED OR PROFITS EARNED ON TRANSACTIONS WITH THE COUNTERPARTYand, ~~ALTIN:FUND'S CLAIM MAY NOT RECEIVE A PRIORITY. WITHOUT A PRIORITY~~thereafter, ~~ALTIN:FUND~~at ISa Aprice ~~GENERAL~~equal ~~CREDITOR~~to ~~AND~~the ~~ITS~~net ~~CLAIM~~asset ~~WILL~~value BEper ~~PAID,~~unit ~~ALONG~~of ~~WITH~~each ~~THE~~class ~~CLAIMS~~at OFthe ~~OTHER~~start ~~GENERAL~~of ~~CREDITORS,~~business ~~FROM~~on ~~ANY~~each ~~MONIES~~closing ~~STILL~~date ~~AVAILABLE~~(the ~~AFTER~~first ~~PRIORITY~~business ~~CLAIMS~~day ~~ARE~~of ~~PAID.~~each ~~EVEN FUNDS OF ALTIN:FUND THAT THE COUNTERPARTY KEEPS SEPARATE FROM ITS OWN OPERATING FUNDS MAY NOT BE SAFE FROM THE CLAIMS OF OTHER GENERAL AND PRIORIOTY CREDITORS~~month).

~~FOREX~~(2) ~~TRADING~~Any ~~CAN~~minimum ~~QUICKLY~~initial ~~LEAD~~investment TOamount ~~LARGE~~requirements ~~LOSSES~~may ASbe ~~WELL~~waived ASin ~~GAINS.~~the ~~SUCH~~sole ~~TRADING~~discretion ~~LOSSES~~of ~~CAN~~the ~~SHARPLY~~general ~~REDUCE THE NET ASSET VALUE OF ALTIN:FUND AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN ALTIN:FUND~~partner. ~~IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN ALTIN:FUND.~~

~~YOU~~(3) ~~SHOULD~~The ~~ALSO~~general BEpartner ~~AWARE~~will ~~THAT~~prepay ~~ALTIN:FUND~~all ~~MAY~~upfront ~~TRADE~~selling ~~FOREIGN~~agent ~~FUTURES~~commissions ORand ~~OPTIONS~~will ~~CONTRACTS~~be reimbursed over 12 months at a monthly rate of 0.25% ~~TRANSACTIONS~~and ON0.1667% ~~MARKETS~~of ~~LOCATED~~the ~~OUTSIDE~~net ~~THE~~asset ~~UNITED~~value ~~STATES~~of the class A and class B units, ~~INCLUDING~~respectively. ~~MARKETS~~Selling ~~FORMALLY~~agents ~~LINKED~~with TOrespect to the class A ~~UNITED~~units ~~STATES~~and ~~MARKET,~~class ~~MAY~~B BEunits ~~SUBJECT~~will TOalso ~~REGULATIONS~~receive ~~WHICH~~ongoing ~~OFFER~~compensation ~~DIFFERENT~~for ORadministrative ~~DIMINISHED~~services ~~PROTECTION~~provided TOby ~~ALTIN:FUND~~the ~~AND~~selling ~~ITS~~agents ~~PARTICIPANTS.~~at ~~FURTHER,~~an ~~UNITED~~annual ~~STATES~~rate ~~REGULATORY~~of ~~AUTHORITIES~~up ~~MAY~~to BE3.0% ~~UNABLE~~and TO2.0%, ~~COMPEL~~respectively, ~~THE~~of ~~ENFORCEMENT~~the OFmonth-end ~~THE~~net ~~RULES~~asset OFvalue ~~REGULATORY~~of ~~AUTHORITIES~~such ORunits ~~MARKETS~~sold, INbeginning ~~NON~~in ~~UNITED~~month ~~STATES~~13 ~~JURISDICTIONS~~after ~~WHERE~~the ~~TRANSACTIONS~~sale ~~FOR~~date, ~~ALTIN:FUND~~subject ~~MAY~~to BEthe ~~EFFECTED~~fee limit, as described herein.

~~FURTHER,~~The ~~COMMODITY~~date ~~POOLS~~of ~~MAY~~this BEprospectus ~~SUBJECT~~is ~~TO SUBSTANTIAL CHARGES FOR MANAGEMENT~~__________, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED ALTIN:FUND AT "FEES AND EXPENSES PAID BY ALTIN:FUND" BEGINNING ON PAGE 121 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT "BREAK-EVEN ANALYSIS FOR EACH CLASS OF UNITS" ON PAGE 3._____

~~THIS~~COMMODITY ~~BRIEF~~FUTURES ~~STATEMENT~~TRADING CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN ALTIN:FUND. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN ALTIN:FUND, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT BEGINNING AT PAGE 15.COMMISSION

~~NATIONAL~~RISK ~~FUTURES ASSOCIATION HAS NEITHER PASSED UPON THE MERITS OF PARTICIPATING IN ALTIN:FUND NOR THE ADEQUACY OR ACCURACY OF THIS~~ DISCLOSURE ~~DOCUMENT.~~STATEMENT

~~ALTIN:FUND~~YOU ~~HAS~~SHOULD ~~NOT~~CAREFULLY ~~COMMENCED~~CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND ~~DOES~~CONSEQUENTLY ~~NOT~~THE ~~HAVE~~VALUE ~~ANY~~OF ~~PERFORMANCE~~YOUR ~~HISTORY~~INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

AFURTHER, ~~NUMBER~~COMMODITY OFPOOLS ~~JURISDICTIONS~~MAY BE INSUBJECT ~~WHICH~~TO ~~THE~~SUBSTANTIAL ~~UNITS~~CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE ~~OFFERED~~SUBJECT ~~IMPOSE~~TO ONTHESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ~~RESIDENTS~~ASSETS. THIS ~~HIGHER~~DISCLOSURE ~~MINIMUM~~DOCUMENT ~~SUITABILITY~~CONTAINS ~~REQUIREMENTS~~A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 84 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, ~~WHICH~~THAT ~~ARE~~IS, ~~DESCRIBED~~TO INRECOVER THE ~~SUB-~~ AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 6.

~~SCRIPTION AGREEMENT ATTACHED TO~~ THIS ~~PROSPECTUS~~BRIEF ASSTATEMENT ~~APPENDIX~~CANNOT C.DISCLOSE ~~YOU~~ALL ~~WILL BE REQUIRED TO REPRESENT THAT YOU MEET~~ THE ~~REQUIREMENTS~~RISKS ~~SET~~AND ~~FORTH~~OTHER INFACTORS ~~YOUR~~NECESSARY ~~STATE~~TO OFEVALUATE ~~RESIDENCE BEFORE~~ YOUR ~~SUBSCRIPTION~~PARTICIPATION TOIN ~~PURCHASE~~THIS ~~UNITS~~COMMODITY ~~WILL BE ACCEPTED~~POOL. ~~THESE SUITABILITY REQUIREMENTS ARE~~ THEREFORE, INBEFORE ~~EACH CASE, REGULATORY MINIMUMS ONLY, AND JUST BECAUSE~~ YOU ~~MEET~~DECIDE ~~SUCH~~TO ~~REQUIREMENTS~~PARTICIPATE ~~DOES NOT MEAN THAT AN INVESTMENT~~ IN ~~THE~~THIS ~~UNITS~~COMMODITY ISPOOL, ~~SUITABLE FOR~~ YOU. INSHOULD NOCAREFULLY ~~EVENT~~STUDY ~~MAY~~THIS ~~YOU~~DISCLOSURE ~~INVEST~~DOCUMENT, ~~MORE~~INCLUDING ~~THAN~~A ~~10%~~DESCRIPTION OF ~~YOUR~~THE ~~NET~~PRINCIPAL ~~WORTH,~~RISK ~~EXCLUSIVE~~FACTORS OF ~~HOME,~~THIS ~~FURNISHINGS~~INVESTMENT ~~AND~~AT ~~AUTOMOBILES, IN ALTIN:FUND~~PAGE 22.

~~Until~~YOU ~~_____~~SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, ~~2009~~INCLUDING ~~(90~~MARKETS ~~days~~FORMALLY ~~after~~LINKED ~~the~~TO ~~date~~A ofUNITED ~~this~~STATES ~~prospectus)~~MARKET, ~~all~~MAY BE ~~selling~~SUBJECT ~~agents~~TO ~~effecting~~REGULATIONS ~~transactions~~WHICH inOFFER ~~the~~DIFFERENT ~~registered~~OR ~~securities~~DIMINISHED ~~whether~~PROTECTION orTO ~~not~~THE ~~participating~~POOL inAND ~~the~~ITS ~~distribution~~PARTICIPANTS. FURTHER, ~~may~~UNITED beSTATES ~~required~~REGULATORY toAUTHORITIES ~~deliver~~MAY BE aUNABLE ~~prospectus.~~TO ~~This~~COMPEL ~~requirement~~THE isENFORCEMENT inOF ~~addition~~THE toRULES ~~the~~OF ~~obligation~~REGULATORY ofAUTHORITIES ~~the~~OR ~~selling~~MARKETS ~~agents~~IN toNON ~~deliver~~UNITED aSTATES ~~prospectus~~JURISDICTIONS ~~when~~WHERE ~~acting~~TRANSACTIONS asFOR ~~underwriters~~THE POOL MAY BE EFFECTED.

~~ALTIN~~YOU ~~HOLDINGS~~SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY TRADING. SUCH TRADING IS NOT CONDUCTED IN THE INTERBANK MARKET. THE FUNDS THAT THE POOL USES FOR OFF-EXCHANGE FOREIGN CURRENCY TRADING WILL NOT RECEIVE THE SAME PROTECTIONS AS FUNDS USED TO MARGIN OR GUARANTEE EXCHANGE-TRADED FUTURES AND OPTION CONTRACTS. IF THE POOL DEPOSITS SUCH FUNDS WITH A COUNTERPARTY AND THAT COUNTERPARTY BECOMES INSOLVENT, ~~LLC~~ THE POOL’S CLAIM FOR AMOUNTS DEPOSITED OR PROFITS EARNED ON TRANSACTIONS WITH THE COUNTERPARTY MAY NOT BE TREATED AS A COMMODITY CUSTOMER CLAIM FOR PURPOSES OF SUBCHAPTER IV OF CHAPTER 7 OF THE BANKRUPTCY CODE AND THE REGULATIONS THEREUNDER. THE POOL MAY BE A GENERAL ~~PARTNER 805~~CREDITOR ~~OAKWOOD~~AND ~~DRIVE~~ITS CLAIM MAY BE PAID, ~~SUITE~~ALONG ~~125 ROCHESTER~~WITH THE CLAIMS OF OTHER GENERAL CREDITORS, MIFROM ~~48307 (248)~~ANY ~~413-6100~~MONIES STILL AVAILABLE AFTER PRIORITY CLAIMS ARE PAID. EVEN POOL FUNDS THAT THE COUNTERPARTY KEEPS SEPARATE FROM ITS OWN FUNDS MAY NOT BE SAFE FROM THE CLAIMS OF PRIORITY AND OTHER GENERAL CREDITORS.

FOREX TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THIS POOL.

NATIONAL FUTURES ASSOCIATION HAS NEITHER PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

Altin Holdings, LLC

General Partner

805 Oakwood Drive, Suite 125

Rochester, Michigan 48307

(248) 413-6100; toll-free (877) 890-5585

REGULATORY NOTICES

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS ~~HAVE~~HAVING BEEN AUTHORIZED BY ALTIN:FUND, THE GENERAL PARTNER, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.

THE BOOKS AND RECORDS OF ALTIN:FUND WILL BE MAINTAINED AT ITS PRINCIPAL OFFICE, 805 OAKWOOD DRIVE, SUITE 125, ROCHESTER, MICHIGAN 48307. LIMITED PARTNERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. EACH MONTH, THE GENERAL PARTNER WILL DISTRIBUTE REPORTS TO ALL LIMITED PARTNERS SETTING FORTH SUCH INFORMATION AS THE COMMODITIES FUTURES TRADING COMMISSION (“CFTC”) AND THE NATIONAL FUTURES ASSOCIATION (“NFA”) MAY REQUIRE BE GIVEN TO THE PARTICIPANTS IN COMMODITY POOLS WITH RESPECT TO ALTIN:FUND AND ANY SUCH OTHER INFORMATION AS THE GENERAL PARTNER MAY DEEM APPROPRIATE. THERE WILL SIMILARLY BE DISTRIBUTED TO LIMITED PARTNERS, NOT MORE THAN ~~NINETY (~~90) DAYS AFTER THE CLOSE OF EACH OF ALTIN:FUND'’S FISCAL YEARS, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH 15 OF THE IMMEDIATELY FOLLOWING YEAR) THE TAX INFORMATION RELATING TO THE UNITS NECESSARY FOR THE PREPARATION OF LIMITED PARTNERS'’ ANNUAL FEDERAL INCOME TAX RETURNS.

THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) REQUIRES THAT THE FOLLOWING STATEMENT BE PROMINENTLY SET FORTH HEREIN: " “ALTIN:FUND, LIMITED PARTNERSHIP IS NOT A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND IS NOT SUBJECT TO REGULATION THEREUNDER."”

AFTER ANY OF ALTIN:FUND'’S CLASSES OF UNITS BEGINS TRADING, THIS PROSPECTUS MUST BE ACCOMPANIED BY A RECENT MONTHLY REPORT OF ALTIN:FUND.

A NUMBER OF JURISDICTIONS IN WHICH THE UNITS ARE OFFERED IMPOSE ON THEIR RESIDENTS HIGHER MINIMUM SUITABILITY REQUIREMENTS, WHICH ARE DESCRIBED IN THE SUBSCRIPTION AGREEMENT ATTACHED TO THIS PROSPECTUS AS APPENDIX C. PLEASE SEE PAGE C-13 OF APPENDIX C FOR A DETAILED DESCRIPTION OF THE MINIMUM SUITABILITY REQUIREMENTS IN THE STATE IN WHICH YOU RESIDE. YOU WILL BE REQUIRED TO REPRESENT THAT YOU MEET THE REQUIREMENTS SET FORTH IN YOUR STATE OF RESIDENCE BEFORE YOUR SUBSCRIPTION TO PURCHASE UNITS WILL BE ACCEPTED. THESE SUITABILITY REQUIREMENTS ARE, IN EACH CASE, REGULATORY MINIMUMS ONLY, AND JUST BECAUSE YOU MEET SUCH REQUIREMENTS DOES NOT MEAN THAT AN INVESTMENT IN THE UNITS IS SUITABLE FOR YOU. IN NO EVENT MAY YOU INVEST MORE THAN 10% OF YOUR NET WORTH, EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES, IN THIS POOL.

iii

TABLE OF CONTENTS

CALCULATION OF REGISTRATION FEE	i
THE OFFERING	ii
COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT	iv
REGULATORY NOTICES	vi
SUMMARY OF THE PROSPECTUS	1
RISK FACTORS	15
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	34
USE OF PROCEEDS	35
ALTIN:FUND	36
THE GENERAL PARTNER	37
TRADING POLICIES	41
DESCRIPTION OF LIMITED PARTNERSHIP AGREEMENT	42
FUND'S TRADING ADVISORS	47
ALTIN:FUND'S TRADING ADVISORS	49
ALTIN:FUND'S INVESTMENT IN OUTSIDE FUNDS	61
PERFORMANCE OF ALTIN:PRIVATE FUND	74
PERFORMANCE OF CLARKE CAPITAL MANAGEMENT, INC.	75
PERFORMANCE OF FALL RIVER CAPITAL, LLC	99
PERFORMANCE OF FORECAST TRADING GROUP, LLC	107
PERFORMANCE OF ROSETTA CAPITAL MANAGEMENT, LLC	109
PERFORMANCE OF SANDRIDGE CELL	111
PERFORMANCE OF TRANSTREND CELL	112
PERFORMANCE OF WINTON CELL	113
PERFORMANCE OF KROM RIVER CELL	114
PERFORMANCE OF QUANTMETRICS CELL	115
CLEARING BROKERS	116
CONFLICTS OF INTERESTS	118
FUND EXPENSES	121
LITIGATION	127
THE OFFERING	130
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES	132
INVESTMENT BY ERISA AND OTHER PLAN ACCOUNTS	137
PLAN OF DISTRIBUTION	139
PRIVACY POLICY	143
LEGAL MATTERS	144
ADDITIONAL INFORMATION	145
EXPERTS	146
STATEMENT OF ADDITIONAL INFORMATION	SAI-1

Page

Summary of the Prospectus	1
Risk Factors	22
Cautionary Note Regarding Forward-Looking Statements	42
Use of Proceeds	43
Altin:Fund	44
The General Partner	44
Investment Objectives and Trading Policies	50
Description of Limited Partnership Agreement	51
Altin:Fund’s Trading Advisors	58
Performance of Commodity Pools Operated by the General Partner	67
Performance of the Trading Advisors	69
Clearing Brokers	79
Conflicts of Interest	81
Fund Expenses	84
Litigation	91
The Offering	97
Material U.S. Federal Income Tax Consequences	99
Investment by ERISA and Other Plan Accounts	103
Plan of Distribution	107
Privacy Policy	113
Legal Matters	113
Additional Information	113
Experts	114
Index to Financial Statements	115
Part Two: Statement of Additional Information	156

TABLE OF CONTENTS

FOR STATEMENT OF ADDITIONAL INFORMATION

Page

The Managed Futures Markets	158
Technical and Fundamental Analysis	168

Appendices:

Appendix A – Glossary	A-1
Appendix B – Limited Partnership Agreement	B-1
Appendix C – Subscription Agreement	C-1
Appendix D – Request for Redemption	D-1

SUMMARY OF THE PROSPECTUS

This summary, ofwhich ~~certain~~highlights ~~provisions~~information ofcontained elsewhere in this prospectus, is intended for quick reference only and is not intended to represent a complete statement of ~~the rest of~~ this prospectus. The remainder of this prospectus contains more detailed information; you should read the entire prospectus and all exhibits to this prospectus, including the ~~statement~~risk factors beginning on page 22 and the Statement of ~~additional~~Additional ~~information~~Information, before deciding to invest in the units. See ~~This~~the ~~prospectus~~glossary isin ~~intended~~Appendix toA befor definitions of certain commodity interest industry and other terms that are used ~~beginning~~in ~~__________,~~this ~~2009~~prospectus.

Altin:Fund

Altin:Fund, Limited Partnership ("“Altin:Fund"”), was formed as a Delaware limited partnership in April 2009~~, pursuant to the terms of the limited partnership agreement~~. Altin:Fund has not yet commenced trading operations. Altin:Fund intends to ~~engage~~achieve inits investment objectives by trading U.S. and international futures, forwards, options on futures contracts, forward contracts, commodities, security futures contracts, spot contracts and other commodity interest contracts by implementing the trading methods of the independent commodity trading advisors engaged by the general partner on behalf of Altin:Fund or, from time to time, by investing directly into private funds engaged in similar trading. The commodities underlying the foregoing contracts may include stock indices, interest rates, currencies, or physical commodities, such as agricultural products, energy products or metals. ~~Altin:Fund's general partner is Altin Holdings, LLC, a Michigan limited liability company, whose President is Sebastian Lucido.~~

The general partner of Altin:Fund' is Altin Holdings, LLC, a Michigan limited liability company. Altin:Fund’s main office is located at 805 Oakwood Drive, Suite 125, Rochester, Michigan 48307, and its telephone number is (248) 413-6100; toll-free (877) 890-5585.

The Offered Units

Altin:Fund's ~~limited~~is ~~partnership~~offering ~~units~~multiple ~~are~~classes ~~being~~of ~~offered~~units into ~~five~~accommodate ~~separate~~the ~~and~~different ~~distinct~~types ~~classes:~~of ~~class~~accounts Aan ~~units,~~individual ~~class~~may Bhave ~~units,~~with ~~class~~their Cfinancial ~~units,~~advisor. The ~~class~~offered D units ~~and~~will ~~class~~be Eoffered ~~units.~~and ~~Altin:Fund~~sold ~~may~~to ~~issue~~investors ~~future~~who ~~classes~~meet ~~of limited partnership units,~~ the ~~details~~minimum ofsuitability ~~which~~qualifications ~~may be~~ set forth in ~~future~~the ~~editions~~Subscription ofAgreement ~~this~~attached ~~prospectus~~as Appendix C.

The class EA units ~~will~~and ~~automatically~~class ~~convert~~B units are offered through approved selling agents to investors in commission based accounts. The class CA units and class B units are subject to an upfront sales commission, which will be prepaid by the general partner and reimbursed on a monthly basis over the first 12 ~~month~~months ~~anniversary~~ of the investment by the class. In addition, the class A and class B units will be subject to a charge to compensate each selling agent who sells class A units or class B units for continuing administrative services beginning in the 13th month after the initial sale date for the ~~investment~~units ~~was~~up ~~accepted~~to bythe ~~Altin:Fund~~fee limit. The class A units and class B units will be offered to investors during the initial offering period and the continuous offering period.

~~Proceeds~~The ~~from~~class ~~sales~~C ofunits ~~the~~are offered ~~units~~to ~~will~~investors bewho ~~invested~~invest through ~~commodity~~approved ~~trading~~selling ~~advisors~~agents ~~retained~~who byare ~~the~~separately ~~general~~compensated ~~partner and in investment platforms selected~~ by the ~~general~~investor ~~partner~~directly. The ~~Each~~class ofC ~~the~~units ~~trading~~are ~~advisors~~not ~~employs~~subject ~~discretionary~~to ~~and~~an ~~technical/trend-following~~upfront ~~trading~~sales ~~strategies~~commission ~~through~~or ~~proprietary~~ongoing ~~trading~~compensation ~~programs in an effort~~ to ~~achieve~~the ~~capital~~selling ~~appreciation while controlling risk and volatility~~agents. Class ~~The~~C ~~general~~units ~~partner~~will ~~may,~~be inoffered ~~its~~to ~~sole~~investors ~~discretion,~~during ~~reallocate assets among~~ the ~~trading~~initial ~~advisors~~offering ~~upon~~period ~~termination~~and ~~of a trading advisor or retention of any new trading advisors, or at~~ the ~~commencement~~continuous ofoffering ~~any month~~period. ~~Consequently, the allocations among the trading advisors are subject to change.~~

~~Each~~The class ofD units ~~has~~are anot ~~minimum~~subject ~~investment~~to ~~requirement,~~an ~~which~~upfront ~~may~~sales becommission ~~waived~~or byongoing ~~the~~compensation ~~general~~to ~~partner~~the inselling ~~its sole discretion~~agents. Class ~~From~~D ~~and~~units ~~after~~will ~~the~~be ~~initial~~offered ~~closing~~to ~~date,~~investors ~~units~~during ~~will~~the beinitial ~~sold~~offering inperiod ~~fractions~~and ~~calculated~~the tocontinuous ~~three~~offering ~~decimal places~~period.

The class I units will be offered only during the initial offering period, including any extension thereto. The class I units are offered to investors who invest through approved selling agents who are

separately compensated by the investor directly. The class I units are not subject to an upfront sales commission or ongoing compensation to the selling agents.

The class E units will be issued in exchange for an investor’s class A units or class B units when the general partner determines that the fee limit is reached as of the end of any month or it anticipates that the fee limit will be reached during the following month with respect to such investor’s units. If the class A units or class B units are exchanged for class E units before the fee limit is reached, the general partner will not seek additional fees from the limited partner. In addition, class E units will be issued in exchange for the class I units on the month-end immediately following the 12-month anniversary of the date the investment was accepted by Altin:Fund. The units subject to exchange for the class I units will be exchanged at the net asset value per unit on the date of such exchange, meaning that investors of class A, B or I units, as applicable, may ultimately hold more or less in number of class E units upon such exchange, depending on the net asset value of the class I units on the date of exchange, but will still hold the same aggregate dollar value of units immediately after the exchange.

Proceeds from sales of the offered units will be invested through commodity trading advisors retained by the general partner. Additionally, the general partner, from time to time, may also allocate less than 10% of Altin:Fund’s assets to investments in third-party private placement offerings of other commodity funds. The assets of all classes of units will be allocated to the trading advisors and investments in other funds in the same proportion. However, the net trading profits for each class will differ because of the different fees and expenses applicable to each class of units.

Each class of units, other than class E units, has a minimum investment requirement, which may be waived by the general partner in its sole discretion. From and after the initial closing date, units will be sold in fractions calculated to three decimal places.

Altin:Fund may in the future issue additional classes of limited partnership units.

Class A Units

The class A units will ~~initially~~ be offered tothrough ~~any~~approved ~~investor~~selling ~~who~~agents ~~meets~~to ~~the~~investors ~~minimum suitability qualifications set forth~~ in ~~the~~commission ~~subscription~~based ~~agreement~~accounts. The minimum initial investment in class A units will be $10,000. Selling agents ~~selling~~who sell class A units will receive an upfront sales commission of 3.0% of the ~~purchase~~subscription price of the ~~unit or~~ units sold by such selling agent. The Inupfront ~~addition,~~sales ~~each~~commission will be prepaid by the general partner. The initial net asset value of the purchased class A units will not be reduced by the payment of the upfront sales commission to the selling ~~agent~~agents ~~who~~by ~~sells~~the general partner. The class A units will ~~receive~~pay ~~ongoing~~a ~~compensation~~monthly ~~for~~fee ~~continuing~~to ~~administrative~~the ~~services~~general partner at ana ~~annual~~ rate of 20.25% monthly (3.0% annually) of the month-end net asset value of the ~~unit or~~ units sold byover ~~such~~the ~~selling~~first ~~agent~~12 ~~beginning~~months of the investment to reimburse the general partner. Beginning in the 13th month after the initial sale date for the units~~. Finally~~, the ~~class~~general Apartner ~~units~~ will ~~also~~charge ~~pay~~ the ~~general~~class ~~partner~~A units a ~~monthly~~service ~~management~~ fee of 0.~~08333~~25% monthly (13.0% annually) of the month-end net asset value of each unit up to the fee limit, which will be paid by the general partner to the selling agents who sell class ~~and~~A units as ongoing compensation for continuing administrative services. Investors who redeem all or a ~~monthly~~portion ~~incentive~~of ~~allocation~~their class A units during the first 12 months following the effective date of 10their purchase will be subject to a redemption fee of up to 3.0% ~~(paid~~of ~~quarterly)~~the subscription price of the ~~net~~class ~~trading~~A ~~profits~~units redeemed. The redemption fee is intended to reimburse the general partner for the then-unamortized balance of the prepaid upfront commission relating to the units subject to redemption. Class A units are subject to additional fees and expenses, as described in this prospectus. Please see “—Comparison of Units” on page 7 for a more detailed summary of the different fees payable by each class of units. The class E units will be issued in exchange for an investor’s class A units when the general partner determines that the fee limit is reached as of the end of any month or it anticipates that the fee limit will be reached during the following month. If the class A units are exchanged for class E units before the fee limit is reached, the general partner will not seek additional selling agent compensation from the limited partner. The class A units will be

exchanged at the net asset value per unit on the date of such exchange, meaning that investors of class A units may ultimately hold more or less in number of class E units upon such exchange, depending on the net asset value of the class E units on the date of exchange, but will still hold the same aggregate dollar value of units immediately after the exchange.

Class B Units

The class B units will ~~initially~~ be offered tothrough ~~any~~approved ~~investor~~selling ~~who~~agents ~~meets~~to ~~the~~investors ~~minimum suitability qualifications set forth~~ in ~~the~~commission ~~subscription~~based ~~agreement~~accounts. The minimum initial investment in class B units will be $100,000. Selling agents ~~selling~~who sell class B units will receive an upfront sales commission of 12.0% of the ~~purchase~~subscription price of the ~~unit or~~ units sold by such selling agent. The Inupfront ~~addition,~~sales ~~each~~commission will be prepaid by the general partner. The initial net asset value of the purchased class B units will not be reduced by the payment of the upfront sales commission to the selling ~~agent~~agents ~~who~~by ~~sells~~the general partner. The class B units will ~~receive~~pay ~~ongoing~~a ~~compensation~~monthly ~~for~~fee ~~continuing~~to ~~administrative~~the ~~services~~general partner at ana ~~annual~~ rate of 10.1667% monthly (2.0% annually) of the month-end net asset value of the ~~unit or~~ units sold byover ~~such~~the ~~selling~~first ~~agent~~12 ~~during~~months of the ~~first~~investment ~~year~~to reimburse the general partner. Beginning in the 13th month after the initial sale date for the units, ~~and~~the atgeneral anpartner ~~annual~~will ~~rate~~charge the class B units a service fee of 0.1667% monthly (2.0% annually) of the month-end net asset value of ~~the~~each unit orup ~~units~~to ~~sold~~the fee limit, which will be paid by ~~such~~the general partner to the selling ~~agent~~agents ~~beginning~~who insell ~~the~~class ~~13th~~B ~~month~~units ~~after~~as ongoing compensation for continuing administrative services. Investors who redeem all or a portion of their class B units during the ~~initial~~first ~~sale~~12 months following the date of purchase will be subject to a redemption fee of up to 2.0% of the subscription price of the class B units redeemed. The redemption fee is intended to reimburse the general partner for the then-unamortized balance of the prepaid upfront commission relating to the units subject to redemption. Class ~~Finally,~~B units are subject to additional fees and expenses as described in this prospectus. Please see “—Comparison of Units” on page 7 for a more detailed summary of the different fees payable by each class Bof units. The class E units will ~~also~~be ~~pay~~issued in exchange for an investor’s class B units when the general partner adetermines ~~monthly~~that ~~management~~the fee limit is reached as of 0the end of any month or it anticipates that the fee limit will be reached during the following month.~~08333%~~ If ~~(1%~~the ~~annually)~~class ofB units are exchanged for class E units before the fee limit is reached, the general partner will not seek additional selling agent compensation from the limited partner. The class B units will be exchanged at the net asset value ofper unit on the ~~class~~date ~~and~~of asuch ~~monthly~~exchange, ~~incentive~~meaning ~~allocation~~that investors of ~~10%~~class ~~(paid~~B ~~quarterly)~~units may ultimately hold more or less in number of class E units upon such exchange, depending on the net ~~trading~~asset ~~profits~~value of the class E units on the date of exchange, but will still hold the same aggregate dollar value of units immediately after the exchange.

Class C Units

The class C units ~~will~~are ~~initially be~~ offered to ~~any~~investors ~~investor~~ who ~~meets~~invest ~~the~~through ~~minimum~~approved ~~suitability~~selling ~~qualifications~~agents ~~set~~who ~~forth~~are inseparately compensated by the ~~subscription~~investor ~~agreement~~directly. The minimum initial investment in class C units will be $10,000. There will be no upfront sales commission or ongoing compensation for continuing administrative services paid for sales of class C units. Class ~~Finally, the class~~ C units ~~will~~are ~~also~~not ~~pay~~subject ~~the~~to ~~general~~a ~~partner~~redemption afee. Class ~~monthly~~C ~~management~~units ~~fee~~are ofsubject ~~0.08333%~~to ~~(1%~~additional ~~annually)~~fees ofand ~~the~~expenses ~~net~~as ~~asset~~described ~~value~~in ofthis ~~the~~prospectus. Please ~~class~~see ~~and~~“—Comparison aof Units” ~~monthly~~on ~~incentive~~page 7 ~~allocation~~for ofa ~~10%~~more ~~(paid~~detailed ~~quarterly)~~summary of the ~~net~~different ~~trading~~fees ~~profits~~payable ofby ~~the~~each class of units.

Class D Units

The ~~class D units will initially be offered to any investor who meets the~~ minimum ~~suitability qualifications set forth in the subscription agreement. The minimum~~ initial investment in class D units will be $5,000,000. There will be no upfront sales commission or ongoing compensation for continuing administrative services paid on sales of the class D units. Class ~~Finally, the class~~ D units ~~will~~are ~~also~~not ~~pay~~subject ~~the~~to ~~general~~a ~~partner~~redemption afee. Class ~~monthly~~D ~~management~~units ~~fee~~are ofsubject ~~0.041667%~~to ~~(0.5%~~additional ~~annually)~~fees ofand ~~the~~expenses ~~net~~as ~~asset~~described ~~value~~in ofthis ~~the~~prospectus. Please ~~class~~see ~~and~~“—Comparison aof ~~monthly~~Units” ~~incentive~~on ~~allocation~~page 7 offor ~~10%~~a ~~(paid~~more ~~quarterly)~~detailed summary of the ~~net~~different ~~trading~~fees ~~profits~~payable ofby ~~the~~each class of units.

Class E Units

The class E units will not be offered ~~only~~ to new investors ~~during~~so ~~initial~~there ~~offering~~is ~~period.~~no ~~The~~ minimum ~~initial~~ investment inamount. Class ~~class~~ E units will be ~~$10,000.~~issued ~~There~~in ~~will~~exchange befor nothe ~~upfront~~class ~~sales~~A ~~commission~~units orand ~~ongoing~~class ~~compensation~~B ~~for~~units ~~continuing~~when ~~administrative~~the ~~services~~fee ~~paid~~limit ~~for~~is ~~sales~~reached ofwith ~~class~~respect Eto such units. The class E units will also ~~pay~~be ~~the~~issued ~~general~~in ~~partner~~exchange afor ~~monthly~~the ~~incentive~~class ~~allocation~~I ofunits ~~10%~~on ~~(paid~~the ~~quarterly)~~month ofend immediately following the ~~net~~12-month ~~trading~~anniversary ~~profits~~of the date of the ~~class;~~investment ~~class~~of Esuch units. There will ~~not~~be ~~pay~~no ~~the~~upfront ~~general~~sales ~~partner~~commission aor ~~monthly~~ongoing ~~management~~compensation ~~fee.~~for ~~Finally,~~continuing ~~the~~administrative services paid for sales of class E units. Class E units are not subject to ~~automatic~~a ~~conversion~~redemption fee. Class E units are subject to ~~class~~additional Cfees ~~units~~and onexpenses ~~the~~as 12described ~~month~~in ~~anniversary~~this prospectus. Please see “—Comparison of ~~the~~Units” ~~date~~on page 7 for a more detailed summary of the ~~investment~~different ~~was~~fees ~~accepted~~payable by ~~Altin:Fund~~each class of units.

~~Trading~~Class ~~Advisors~~I ~~and Investment Platforms for~~ Units

~~Each~~The ofclass ~~Clarke~~I ~~Capital~~units ~~Management,~~will ~~Inc.,~~be ~~Fall~~offered ~~River~~only ~~Capital,~~during ~~LLC,~~the ~~Rosetta~~initial ~~Capital~~offering ~~Management,~~period. The ~~LLC~~class ~~and~~I ~~Forecast~~units ~~Trading~~are ~~Group,~~offered ~~LLC~~to ~~will~~investors ~~serve~~who asinvest ~~Altin:Fund's~~through ~~commodity~~approved ~~trading~~selling ~~advisors~~agents ~~with~~who ~~respect~~are toseparately ~~each~~compensated ofby the investor directly. The minimum initial investment in class AI units will be $10,000. There will be no upfront sales commission or ongoing compensation for continuing administrative services paid for sales of class BI units,. The class CI units, ~~class~~are Dnot subject to a redemption fee. Class I units are subject to additional fees and ~~class~~expenses Eas ~~units~~described in this prospectus. Please Insee ~~addition,~~“—Comparison ~~the~~of ~~general~~Units” ~~partner~~on ~~will~~page 7 ~~invest~~for ~~certain~~a more detailed summary of the different fees payable by each class of units'. Finally, ~~assets~~the inclass ~~various~~I ~~funds~~units ~~set~~are upsubject byto ~~AlphaMosaic~~automatic ~~US,~~exchange ~~LLC.~~to ~~Currently,~~class E units on the ~~general~~month ~~partner~~end ~~intends~~immediately tofollowing ~~invest~~the in12-month anniversary of the ~~following~~date the investment ~~platforms~~was ofaccepted ~~AlphaMosaic~~by ~~US, LLC~~Altin: Fund. The ~~Sandridge~~units ~~Cell,~~will ~~The~~exchange ~~Transtrend~~at ~~Cell,~~the ~~The~~net ~~Winton~~asset ~~Capital~~value ~~Cell,~~per ~~The~~unit ~~Krom~~on ~~River~~the ~~Cell~~date ~~and~~of ~~The~~exchange, ~~Quantmetrics~~meaning ~~Cell.~~that ~~The~~investors ~~general~~of ~~partner~~class ~~reserves~~I ~~the~~units ~~right,~~may ultimately hold more or less in ~~its~~number ~~sole~~of ~~discretion~~class E units upon exchange, todepending ~~change~~on the net asset value of the class E units on the exchange date, ~~add~~but orwill ~~terminate~~still ~~trading~~hold ~~advisors~~the ~~and~~same ~~investment~~aggregate ~~platforms~~dollar ~~from~~value ~~time~~of tounits ~~time~~after exchange.

~~Break-Even~~Trading ~~Analysis~~Advisors for ~~Each Class of~~ Units

~~The~~Each ~~break-even~~of ~~analysis~~Welton ~~below~~Investment ~~indicates~~Corporation, ~~the~~QuantMetrics ~~approximate~~Capital ~~dollar~~Management ~~returns~~LLP, Rosetta Capital Management, LLC, and ~~percentage~~Fall ~~returns~~River ~~required~~Capital, ~~for~~LLC ~~the~~will ~~redemption~~serve ~~value~~as ofAltin:Fund’s acommodity ~~hypothetical~~trading ~~$1,000~~advisors ~~initial~~with ~~investment~~respect into ~~offered~~each class of units. The togeneral ~~equal~~partner reserves the ~~amount~~right, ~~invested~~in 12its ~~months~~sole ~~after~~discretion, ~~the~~to ~~investment~~change, ~~was~~add ~~made.~~or terminate trading advisors from time to time. The ~~break-even~~general ~~analysis~~partner isintends anto ~~approximation~~have ~~only~~a minimum of four trading advisors at all times.

	Class A Units	Class B Units	Class C Units	Class D Units	Class E Units
Minimum investment amount(1)	$10,000.00	$100,000.00	$10,000.00	$5,000,000.00	$10,000.00
Assumed initial selling price per unit(1)	$1,000.00	$1,000.00	$1,000.00	$1,000.00	$1,000.00
Selling agent compensation(2)	$300.00	$2,000.00	$0	$0	$0
Wholesaling and marketing fee(3)	$100.00	$1,000.00	$100.00	$25,000.00	$100.00
Trading advisors' management fee(4)	$180.00	$1,800.00	$180.00	$90,000.00	$180.00
Trading advisors' incentive fees on trading profits(5)	$205.10	$1,485.10	$130.10	$35,035.10	$105.10
General partner's management fee(6)	$100.00	$1,000.00	$100.00	$25,000.00	$0
General partner's incentive allocation on trading profits(7)	$0	$0	$0	$0	$0
Brokerage charge(8)	$120.00	$1,200.00	$120.00	$60,000.00	$120.00
Operating expenses(9)	$140.40	$140.40	$140.40	$140.40	$140.40
Offering expenses(10)	$0	$0	$0	$0	$0
Interest income(11)	($225.00)	($2,250.00)	($225.00)	($112,500.00)	($225.00)
Amount of trading income required for the redemption value at the end of one year to equal the initial selling price of the unit	$920.50	$6,375.50	$545.50	$122,675.50	$420.50
Percentage of initial selling price per unit	9.21%	6.38%	5.46%	2.45%	4.21%

Below is a chart which summarizes the financial terms of the agreements with our trading advisors, as well as the allocation to each trading advisor and the trading methodology utilized by that trading advisor:

(1) Calculated pursuant to The minimum investment required to invest in the class A units, class C units and class E units is $10,000; the minimum investment required to invest in the class B units is $100,000, and the minimum

Name of Trading Advisor	Investment Allocation	Type of Trading Methodology Utilized	Management Fee Percentage	Incentive Fee Percentage
Welton Investment Corporation	25%	Non-discretionary technical trading*	2.0% of allocated net assets	20% of new trading profits on allocated net assets
QuantMetrics Capital Management LLP	16%	Non-discretionary technical trading*	2.0% of allocated net assets	20% of new trading profits on allocated net assets
Rosetta Capital Management, LLC	10%	Fundamental*	2.0% of allocated net assets	20% of new trading profits on allocated net assets

	investment required to invest in the class D units is $5,000,000. Investors will initially purchase the units at $1,000 per unit. After the commencement of trading, the units will be purchased at Altin:Fund's net asset value per unit at the start of business on first business day of the month.
(2)	Except as set forth in these explanatory notes, the illustration is predicated on the specific rates or fees contracted by Altin:Fund with the general partner, selling agents, trading advisors, investment platforms and the FCMs, as described in "Fund Expenses". Selling agents for class A units will receive an upfront commission of 3% of the purchase price of the unit or units sold by that selling agent. Selling agents for class B units will receive an upfront commission of 1% of the purchase price of the unit or units sold by that selling agent and an ongoing compensation payment paid monthly for administrative services provided by the selling agent of 1% of the net asset value of the unit or units sold by that selling agent during the first year after the sale date. Selling agents for class C units, class D units and class E units will receive no upfront commission.
(3)	The general partner will receive a wholesaling and marketing fee from Altin:Fund, payable monthly. If a third-party wholesaler is used to sell the units, the fee (or portion of the fee, as applicable) will be paid to the third-party wholesaler. If no third-party wholesaler is involved in the sale of units, the fee will be used by the general partner for marketing Altin:Fund. The wholesaling and marketing fee for class A units, class B units, class C units and class E units will be 0.08333% (1% annually) of the net asset value of the unit or units sold. The wholesaling and marketing fee for class D units will be 0.041667% (0.5% annually) of the net asset value of the unit or units sold.
(4)	Reflects a 2% annual management fee (assuming 90% of Altin:Fund assets are available for investment) payable to Clarke Capital Management, Inc., Fall River Capital, LLC, Rosetta Capital Management, LLC and Forecast Trading Group, LLC and to the trading advisor for each of the investment platform cells in which Altin:Fund intends to invest. Some trading advisors may charge annual management fees of less than 2%. In that event, the total management fees of all trading advisors will be less than 2%. Actual fees are calculated monthly on the basis of each trading advisor's allocated net assets.
(5)	Reflects incentive fees payable to Clarke Capital Management, Inc., Fall River Capital, LLC, Rosetta Capital Management, LLC, and Forecast Trading Group, LLC, and to the trading advisor for each of the investment platform cells in which Altin:Fund intends to invest, assuming they each manage between 5% and 15% of invested assets and assuming each of the advisors have equivalent performance returns for the 12-month period. Actual fees are calculated quarterly on the basis of each trading advisor's or investment platform's individual performance, not the overall performance of Altin:Fund or any class of units. Because incentive fees payable to these trading advisors or investment platforms are calculated on the basis of new trading profits realized on the assets they manage after deduction for the allocable portion of only certain expenses charged to Altin:Fund, these advisors would receive an incentive allocation before Altin:Fund has recouped all expenses and reaches the "break-even" level.
(6)	Altin:Fund's general partner will be paid a monthly management fee of 0.08333% (1% annually) of the net asset value of the class A units, class B units and class C units. Altin:Fund's general partner will be paid a monthly management fee of 0.041667% (0.5% annually) of the net asset value of the class D units. Altin:Fund's general partner will not be paid a monthly management fee on the class E units.
(7)	In the above example, no incentive allocation for the general partner is included in the calculation. The general partner also makes the trading decisions for Altin:Fund and receives a monthly incentive allocation, paid quarterly, based upon Altin:Fund's net trading profits. Net trading profits is net of all management fees, brokerage commissions and operating expenses and as such, the general partner does not receive an incentive allocation until Altin:Fund generates trading income sufficient to offset such expenses. Based on the above analysis, the general partner would need to earn more than $130,937.50 (after taking into consideration interest income) of gross trading income before it would be entitled to an incentive allocation.
(8)	Altin:Fund pays to the FCMs all clearing, execution and give-up, floor brokerage, exchange and NFA fees and any other transaction costs. The fees are payable monthly by Altin:Fund pro rata in accordance with the trading activities of each class of units. Bid-ask spreads on Altin:Fund forward and other non-exchange traded contracts are not included in this break-even table due to the difficulty of determining those spreads. The calculation assumes an average of 2,000 round turn trades per $1,000,000, or 1.2%.
(9)	Altin:Fund's actual accounting, auditing, legal and other operating expenses will be borne by Altin:Fund. These expenses are expected to amount to approximately 1.4% of Altin:Fund's average net assets per year. This amount is used for purposes of this break-even analysis.
(10)	Altin:Fund's organization and offering expenses are paid by the general partner and then reimbursed to the general partner from Altin:Fund. To pay this reimbursement, effective the initial closing date, each class of units is assessed an annual fee of 1% of adjusted net assets, calculated and payable monthly on the basis of month-end adjusted net assets of the applicable class. No amount has been included for purposes of this break-even analysis because no payment will be made until Altin:Fund's adjusted net assets are at least $50,000,000.

The general partner does not expect that any payment of organization and offering expenses will be made from Altin:Fund to the general partner during the first 12 months after commencement of operations. (11) Altin:Fund will earn interest on margin deposits with its FCM. Based on a current assumed interest rate of 2.5% per year, interest income is estimated on 90% of Altin:Fund's net assets.

Name of Trading Advisor	Investment Allocation	Type of Trading Methodology Utilized	Management Fee Percentage	Incentive Fee Percentage
Fall River Capital, LLC	10%	Non-discretionary technical trend follower*	2.0% of allocated net assets	20% of new trading profits on allocated net assets
Additional Trading Advisor (1)	25%	Non-discretionary technical trend follower*	1.5% of allocated net assets	20% of new trading profits on allocated net assets
Other Private Funds (2)	Less than 10%	Non-discretionary technical trading, technical trend follower or fundamental*	2.0% of allocated net assets	20% of new trading profits on allocated net assets.

~~Comparison of Class A Units, Class B Units, Class C Units, Class D Units and Class E Units~~____________

(1) The ~~class~~general Apartner ~~units,~~anticipates ~~class~~adding Banother ~~units,~~trading ~~class~~advisor ~~C units, class D units and class E units are available to all investors who meet the minimum suitability requirements set forth~~ in ~~the~~a ~~subscription~~pre-effective ~~agreement~~amendment. The ~~class~~general Epartner ~~units~~anticipates ~~are~~that ~~only being offered during~~ the ~~initial~~management ~~offering~~fee ~~period.~~and ~~The~~incentive ~~remaining~~fee ~~differences~~percentage ~~among~~will ~~the~~be ~~five~~1.5% ~~classes of units are financial in nature~~ and ~~are~~20%, ~~summarized~~respectively, infor ~~the~~such ~~chart~~trading ~~below:~~advisor.

Class of Units	Minimum Initial Investment	Upfront Selling Agent Commission	Selling Agent Ongoing Compensation	Wholesaling and Marketing Fee	General Partner Management Fee	General Partner Incentive Allocation
Class A Units	$10,000	3% of purchase price of units sold	2% of net asset value of units sold, beginning in month 13 after sale date	1% of net asset value of units sold	1% of net asset value of class	10% of net trading profits of class
Class B Units	$100,000	1% of purchase price of units sold	1% of net asset value of units sold during first year after sale date; 2% of net asset value of units sold beginning in month 13 after sale date	1% of net asset value of units sold	1% of net asset value of class	10% of net trading profits of class
Class C Units	$10,000	None	None	1% of net asset value of units sold	1% of net asset value of class	10% of net trading profits of class
Class D Units	$5,000,000	None	None	0.5% of net asset value of units sold	0.5% of net asset value of class	10% of net trading profits of class
Class E Units	$10,000	None	None	1% of net asset value of units sold	None	10% of net trading profits of class

(2) From time to time, the general partner may, in its discretion, allocate less than 10% of Altin:Fund’s assets to investments in third-party private placement offerings of other commodity funds. See “—Investments in Private Placements.” The general partner anticipates that the management fee and incentive fee percentage will be 2.0% and 20%, respectively, for such private funds.

* Used as defined in “THE GENERAL PARTNER—Use of a Multi-Advisor Approach”

Investments in Private Placements

From time to time, the general partner may, in its discretion, allocate less than 10% of Altin:Fund’s assets to investments in third-party private placement offerings of other commodity funds. The general partner anticipates utilizing private placement investments to gain access to trading advisors that are not otherwise available to the general partner and Altin:Fund.

Break Even Analysis

The break even analysis below indicates the approximate dollar and percentage returns required for the redemption value of a hypothetical $1,000 initial investment in offered units to equal the amount invested 12 months after the investment was made. The break even analysis is an approximation only.

	Class A Units(2)			Class B Units(2)			Class C Units			Class D Units			Class E Units(2)			Class I Units(2)
Assumed initial selling price per unit(1)	$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00		$	1,000.00
Selling agent compensation(3)	$	30.00		$	20.00		$	0		$	0		$	0		$	0
Organization and offering expenses(4)	$	15.00		$	15.00		$	15.00		$	10.00		$	15.00		$	15.00
Trading advisors’ management fee(5)	$	18.00		$	18.00		$	18.00		$	18.00		$	18.00		$	18.00
Trading advisors’ incentive fees on trading profits(6)	$	13.31		$	10.81		$	5.81		$	3.31		$	5.81		$	3.31
Brokerage charge(7)	$	26.00		$	26.00		$	26.00		$	21.00		$	26.00		$	16.00
Operating expenses(8)	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Interest income(9)	$	(15.75	)	$	(15.70	)	$	(15.75	)	$	(15.75	)	$	(15.75	)	$	(15.75	)
Amount of trading income required for the redemption value at the end of one year to equal the initial selling price of the unit	$	96.56		$	84.11		$	59.06		$	46.56		$	59.06		$	46.56
Percentage of initial selling price per unit, without early redemption fee		9.65	%		8.41	%		5.90	%		4.65	%		5.90	%		4.65	%
Early redemption fee(10)	$	1.50		$	1.00			—			—			—			—
Amount of trading income required for the redemption value at the end of one year to equal the initial selling price per unit, with average early redemption fee	$	98.06		$	85.11			—			—			—			—
Percentage of initial selling price per unit, with average early redemption fee		9.80	%		8.50	%		—			—			—			—

______________

(1)

The minimum investment required to invest in the class A units, class C units and class I units is $10,000; the minimum investment required to invest in the class B units is $100,000, and the minimum investment required to invest in the class D units is $5,000,000. Class E units will not be offered to new investors, so there is no minimum investment amount. For ease of comparability, $1,000 will be the assumed selling price for all units for purposes of the break even analysis. Investors will initially purchase the units at $1,000 per unit. After the commencement of trading, the units will be purchased at Altin:Fund’s net asset value per unit at the start of business on the first business day of each month.

(2)

Class E units will be issued in exchange for class A units and class B units after the fee limit with respect to such units has been reached and in exchange for the class I units on the month-end immediately following the 12-month anniversary of the date of the investment, as described in this prospectus.

(3)	Except as set forth in these explanatory notes, the illustration is predicated on the specific rates or fees contracted by Altin:Fund with the general partner, selling agents, trading advisors, and the FCMs, as described in “FUND EXPENSES.”

(4)

Altin:Fund reimburses the general partner on a monthly basis for organization and offering expenses of 0.1250% (1.5% annually) of the net asset value of the units sold for class A units, class B units, class C units, class E units and class I units. The fee for organization and offering expenses for class D units will be 0.0834% (1.0% annually) of the net asset

value of the units sold. All organization and offering expenses in excess of this limitation shall be borne by the general partner.

(5)

The management fee for the trading advisors was calculated using a weighted average management fee of 1.81%. The weighted average management fee was derived by multiplying the asset allocation of each trading advisor by the management fee for each trading advisor and aggregating the weighted management fees for all of the trading advisors. In calculating the weighted management fees, we have assumed that 25% of Altin:Fund’s assets will be allocated to a trading advisor charging a 1.5% management fee and 9.0% of Altin:Fund’s assets will be allocated to a trading advisor charging a 2.0% management fee. The management fees of each of the trading advisors and the anticipated allocation of assets to each trading advisor is set forth under “—Trading Advisors for Units.” Actual fees are calculated monthly on the basis of each trading advisor’s allocated net assets.

(6)

The incentive fee for the trading advisors was calculated using a weighted average incentive fee of 20%. We have assumed that 25% of Altin:Fund’s assets will be allocated to a trading advisor charging a 20% incentive fee and 9% of Altin:Fund’s assets will be allocated to a trading advisor charging a 20% incentive fee. Because incentive fees payable to these trading advisors are calculated on the basis of new trading profits realized on the assets they manage, after deduction for the allocable portion of only certain expenses charged to Altin:Fund, these advisors would receive an incentive fee before Altin:Fund has recouped all expenses and reaches the “break even” level. The incentive fees of each trading advisor and the anticipated allocation of assets to each trading advisor are set forth under “—Trading Advisors for Units.”

(7)

The general partner pays from the brokerage charge all brokerage commissions, investment and trading fees and expenses in connection with Altin:Fund’s trading activities. Bid-ask spreads on Altin:Fund forward and other non-exchange traded contracts are not included in this break even table due to the difficulty of determining those spreads.

(8)	Altin:Fund’s actual accounting, auditing, legal and other operating expenses will be borne by Altin:Fund up to 1.0% annually of the net asset value of each class of units.

(9)	Altin:Fund will earn interest on margin deposits with its FCMs and is currently estimated at 1.75% per year (assuming that the FCMs hold greater than 50% of Altin:Fund’s net assets in a bank until needed for margin), interest income is estimated on 90% of Altin:Fund’s net assets.

(10)

The class A units and class B units redeemed prior to the first anniversary of the purchase date will be subject to a redemption fee equal to the product of (i) 3.0% (in the case of class A units) or 2.0% (in the case of class B units) of the applicable subscription price divided by 12; (ii) multiplied by the number of months remaining before the first anniversary of the purchase date. For purposes of this break even analysis, the early redemption fee has been presented as an average of the different early redemption fees to approximate the effect payment of an early redemption fee would have on a redemption of class A units or class B units at an undetermined point during the first year of investment. Because the early redemption fee has been averaged and the other fees and expenses shown assume an investment in Altin:Fund for one year, the break even analysis does not reflect the actual amount required to “break even” for class A or class B units that are redeemed prior to the one-year anniversary of the investment, which will vary depending on the date of redemption.

Comparison of Units

The class A units, class B units, class C units, class D units and class I units will be offered and sold only to investors who meet the minimum suitability requirements set forth in the Subscription Agreement described in Appendix C.

The class A units and class B units are offered through approved selling agents to investors in commission based accounts.

The class C units and Class I units are offered to investors who invest through approved selling agents who are separately compensated by the investor directly.

The class I units are only being offered during the initial offering period, including any extension thereto.

The class E units will only be issued in exchange for the class A units, class B units and class I units as described in this prospectus. The remaining differences among the five classes of units are financial in nature and are summarized in the chart below:

Class of Units	Minimum Initial Investment(1)		Upfront Selling Agent Commission(2)	Selling Agent Ongoing Administrative Compensation	Brokerage Charge	Organization and Offering Expenses	Operating Expenses	Redemption Fee(3)
Class A Units	$	10,000	3.0% of purchase price of units sold	3.0% of net asset value of units sold, beginning in month 13 after sale date	Approximately 2.6% of net asset value of the units	1.5% of net asset value of the units	Up to 1.0% of the net asset value of the units	Up to 3.0%
Class B Units	$	100,000	2.0% of purchase price of units sold	2.0% of net asset value of units sold beginning in month 13 after sale date	Approximately 2.6% of net asset value of the units	1.5% of net asset value of the units	Up to 1.0% of the net asset value of the units	Up to 2.0%
Class C Units	$	10,000	None	None	Approximately 2.6% of net asset value of the units	1.5% of net asset value of the units	Up to 1.0% of the net asset value of the units	None
Class D Units	$	5,000,000	None	None	Approximately 2.1% of net asset value of the units	1.0% of net asset value of the units	Up to 1.0% of the net asset value of the units	None
Class E Units		N/A	None	None	Approximately 2.6% of net assets value of units	1.5% of net asset value of the units	Up to 1.0% of the net asset value of the units	None
Class I Units	$	10,000	None	None	Approximately 1.6% of net asset value of the units	1.5% of net asset value of the units	Up to 1.0% of the net asset value of the units	None

________________

(1)	In general, the minimum initial subscription is as set forth above. Existing limited partners will be able to purchase additional units with a minimum investment of $1,000.

(2)	The general partner will prepay the upfront selling agent commission and will be reimbursed by the investor on a monthly basis over the first 12 months of the investment.

(3)

In order to reimburse the general partner for the upfront sales commission (charged based upon the aggregate subscription price) paid to the selling agents, class A units pay to the general partner a pro rata redemption fee of 3.0% and class B units pay a pro rata redemption fee of 2.0% during the first 12 months after the issuance of such units. The class A units and class B units redeemed prior to the first anniversary of the purchase date will be subject to a redemption fee equal to the product of (i) 3.0% (in the case of class A units) or 2.0% (in the case of class B units) of the applicable subscription price divided by 12; (ii) multiplied by the number of months remaining before the first anniversary of the purchase date. Limited partners will not be required to pay any redemption fees if the limited partner is subject to mandatory redemption of his or her units during the first year.

Initial Offering Period

Subscriptions for the offered units may be submitted to Altin:Fund during anthe ~~initial~~first ~~offering~~90 ~~period~~days ~~for~~after upcommencement toof ~~ninety~~the ~~(90) days~~offering, with an option to extend ~~the~~that ~~initial~~ offering period for an additional ~~ninety (~~90) days, at the sole discretion of the general partner. Subscriptions may be accepted or rejected by the general partner in its sole discretion. We refer to this period as the initial offering period. Subscription ~~Redemptions~~funds ofreceived ~~the offered units will not be permitted~~ during the initial offering period. Awill ~~minimum of $25,000,000 aggregate amount of subscriptions must~~ be ~~received~~deposited ~~and accepted by Altin:Fund~~ in ~~order~~escrow toaccounts ~~end~~at ~~the~~Huntington ~~initial~~National ~~offering~~Bank, ~~period.~~Corporate IfTrust Department, the ~~minimum~~escrow ~~subscription~~agent, ~~amount is not received~~ and ~~accepted~~held bythere ~~Altin:Fund~~until by the ~~end~~funds ofare ~~the~~released ~~initial~~for ~~offering~~trading ~~period,~~purposes ~~all~~or ~~subscription funds will be~~ returned to ~~investors~~subscribers ~~within~~if ~~thirty~~the ~~(30)~~subscription ~~days~~minimum ~~after~~is ~~termination~~not ofmet. Subscriptions ~~the~~for ~~offering~~units, ~~without~~once ~~interest~~accepted, are irrevocable.

A minimum of $25,000,000 aggregate amount of subscriptions must be received and accepted by Altin:Fund in order to end the initial offering period. There are no restrictions or limitations on the types or amounts of each class of units that are required to be sold to comprise the $25,000,000. The initial offering period may be shorter if the subscription minimum of $25,000,000 is reached before the end of the initial offering period.

If the minimum subscription amount is not received and accepted by Altin:Fund by the end of the initial offering period, and any extensions thereof, all subscription funds will be returned to investors within 30 days after termination of the offering, without interest. If any interest accrues on the escrow account, such interest will be used by the general partner to pay the fees and expenses of the escrow agent.

Continuous Offering Period

After the initial offering period, Altin:Fund will offer the offered units on a continuous basis and will continue to offer such units until the ~~maximum~~third ~~amount~~anniversary of ~~class~~the Aregistration ~~units,~~statement ~~class~~of Bwhich ~~units,~~this ~~class~~prospectus Cis ~~units~~a ~~and~~part ~~class~~unless, Dprior ~~units~~thereto, ~~respectively,~~a ~~which~~new ~~are~~registration ~~registered,~~statement ~~are~~is ~~sold~~filed. We refer to this period as the continuous offering period. The general partner may terminate the continuous offering period at any time. ~~Class E units will be offered only during the initial offering period.~~

Class I units will be offered only during the initial offering period, including any extension thereto. Class E units are not offered to new investors, but will be issued in exchange for class A units, class B units and class I units as described in this prospectus.

Commodity Interests

Altin:Fund trades in U.S. and international futures and forward contracts and other interests in commodities, including ~~options~~option contracts on futures, forwards and commodities, spot contracts and security futures contracts. The commodities underlying these contracts may include stock indices, interest rates, currencies, or physical commodities, such as agricultural products, energy products or metals. A brief description of Altin:Fund'’s main types of investments is set forth below.

•· AFutures ~~futures~~contracts ~~contract~~are ~~is a~~ standardized ~~contract~~agreements traded on ancommodity ~~exchange~~exchanges that ~~calls~~call for the future delivery of athe ~~specified quantity of a~~ commodity at or ~~before~~financial ainstrument ~~specified date~~ at a specified ~~price.~~time • A forward contract is an individually negotiated contract between principals, not traded on an exchange, to buy or sell a specified quantity of a commodity at or before a specified date at a specified price. • An option on a futures contract, forward contract or a commodity gives the buyer of the option the right, but not the obligation, to buy or sell a futures contract, forward contract or a commodity, as applicable, at a specified price on or before a specified date. Options on futures contracts are standardized contracts traded on an exchange, while options on forward contracts and ~~commodities, referred to collectively in this prospectus as over-the-counter options, generally are individually negotiated, principal-to-principal contracts not traded on an exchange~~place. • A spot contract is a cash market transaction in which the buyer and seller agree to the immediate purchase and sale of a commodity, usually with a two-day settlement. Spot contracts are not uniform and not exchange-traded. • A security futures contract is a futures contract on a single equity security or narrow-based stock index. Security futures contracts are relatively new financial instruments, having only begun trading in the United States in November 2002. Security futures contracts are exchange traded. A trading advisor generally may choose to trade security futures contracts for Altin:Fund's account if the trading advisor determines that the market for the particular contract is sufficiently liquid and that trading the contract is consistent with the trading advisor's trading program.

~~For~~· ~~convenience~~Forward ~~and~~contracts ~~unless~~are ~~otherwise~~individually ~~specified,~~negotiated ~~futures~~ contracts, ~~forward~~between ~~contracts,~~principals ~~options~~not ~~contracts~~traded ~~and~~on ~~all~~an ~~other~~exchange ~~commodity~~to ~~interests~~buy ~~collectively~~or ~~will~~sell bea ~~referred~~specified toquantity asof "a commodity ~~interests"~~at inor ~~this~~before ~~prospectus~~a specified date at a specified price.

~~For~~· ~~more~~Options ~~detailed~~on ~~descriptions~~a futures contract, forward contract or a commodity give the buyer of the option the right, but not the obligation, or the seller of the option, if exercised, the obligation, to buy or sell a futures ~~contracts~~contract, forward ~~contracts~~contract or a commodity, ~~options~~as applicable, at a specified price on or before a specified date. Options on futures contracts are standardized contracts traded on an exchange, ~~other~~while ~~commodity~~options ~~interest~~on forward contracts and ~~other~~commodities, ~~aspects~~referred ofto ~~the~~collectively ~~commodity~~in ~~interest~~this ~~markets,~~prospectus ~~see~~as over-the-counter ~~statement~~options, ofgenerally ~~additional~~are ~~information~~individually ~~beginning~~negotiated contracts between principals not traded on ~~page~~an ~~SAI-1~~exchange.

·	A spot contract is a cash market transaction in which the buyer and seller agree to the immediate purchase and sale of a commodity. Spot contracts are not uniform and not exchange-traded.

A security futures contract is a futures contract on a single equity security or narrow-based stock index. Security futures contracts are relatively new financial instruments that allow the trading of futures contracts on individual U.S. equity securities or narrow-based stock indices comprised of a small group of stocks. There has been limited trading volume in these markets compared to futures markets generally.

For convenience and unless otherwise specified, futures contracts, forward contracts, options contracts and all other commodity interests collectively will be referred to as “commodity interests” in this prospectus.

For more detailed descriptions of futures contracts, forward contracts, options contracts, other commodity interest contracts and other aspects of the commodity interest markets, see the Statement of Additional Information beginning on page 157.

Plan of Distribution

During the initial offering period, subscriptions for units may be submitted to Altin:Fund for up to ~~ninety (~~90) days, and this period may be extended for up to an additional ~~ninety (~~90) days, at the sole discretion of the general partner. Subscriptions may be accepted or rejected by the general partner in its sole discretion. The initial offering period closing date will be the date on which the minimum investment amount of $25,000,000 is reached., which amount can be comprised of any combination of types and amounts of the class A units, class B units, class C units, class D units, or class I units. Class EI units will only be offered during the initial offering period, including any extension thereto.

During the continuous offering period, you may buy units at the start of business on the first business day of the month following the month in which you submit your subscription agreement, each a closing date, by submitting a subscription at least ~~two~~three ~~(2)~~ business days before the applicable closing date, or at an earlier date if required by your selling agent or registered investment advisor. The number of units you receive will be based on the net asset value per unit of the applicable class of units at the start of business on the closing date. Approved subscriptions will be accepted once payments are received and cleared, and each investor will receive written confirmation of the purchase following acceptance.

The general partner will accept or reject your subscription, in whole or in part, in its sole discretion, within ~~two~~three ~~(2)~~ business days after receipt. of all required subscription materials. The general partner will deposit your subscription funds in Altin:Fund'’s escrow account with ~~[J.P.~~Huntington ~~Morgan~~National ~~Chase]~~ Bank., Corporate Trust Department, whose address is 6795 Orchard Lake Road, West Bloomfield, Michigan 48322. If the general partner accepts your subscription, your subscription funds will be moved ~~from~~on the ~~escrow~~applicable closing date from the account to Altin:Fund'’s interest bearing custodial account with its futures commission merchant (“FCM”) and will be available for investment on the ~~next~~ applicable closing date. A minimum of $25,000,000 aggregate subscription amount must be received and accepted before Altin:Fund can commence trading or before new investors'’ funds, which can be comprised of any combination of types and amounts of the five classes of units offered for sale to the public, can be invested. If the minimum amount is not received during the initial offering period, and any extension thereof, the offering will be terminated and all subscription funds will be returned to investors within 30 days after the termination of the offering, without interest. If the general partner does not accept your subscription, your subscription funds will be returned to you within 30 days after the rejection date, without interest.

beThe ~~invested.~~selling Ifagents, ~~the~~which ~~minimum~~are ~~amount~~the isregistered ~~not~~broker-dealers ~~received~~who ~~during~~are offering the ~~initial~~units ~~offering~~for ~~period~~sale, will use their best efforts to sell units being offered, without any firm underwriting commitment. Class A units will pay an upfront sales commission of 3.0% of the ~~offering~~purchase price of the units sold (which will be ~~terminated~~prepaid ~~and~~by ~~all~~the ~~subscription~~general ~~funds~~partner) and will be ~~returned~~assessed toa ~~investors~~charge ~~within~~of ~~thirty~~3.0% ~~(30)~~of ~~days~~the net asset value of the units sold beginning in the 13th month after the ~~termination~~sale ofdate up to the ~~offering,~~fee ~~without~~limit ~~interest~~to pay ongoing monthly compensation for administrative services. Class IfB units will pay an upfront sales commission of 2.0% of the ~~general~~purchase ~~partner~~price ~~does~~of ~~not~~the ~~accept~~units ~~your~~sold ~~subscription,~~(which ~~your~~will ~~subscription~~be ~~funds~~prepaid by the general partner) and will be ~~returned~~assessed toa ~~you~~charge ~~within~~of ~~thirty~~2.0% ~~(30)~~of ~~days~~the net asset value of the units sold beginning in the 13th month after the ~~rejection~~sale date up to the fee limit to pay ongoing monthly compensation for administrative services. Class C units, ~~without~~class ~~interest~~D units, class E units and class I units will not pay any sales commissions to the selling agents.

The selling agents, which are the registered broker-dealers who are offering the units, will use their best efforts to sell units being offered, without any firm underwriting commitment. Class A units will pay an upfront sales commission of 3% of the purchase price of the unit or units sold and ongoing monthly compensation for administrative services of 2% of the net asset value of the unit or units sold beginning in the 13th month after the sale date. Class B units will pay an upfront sales commission of 1% of the purchase price of the unit or units sold and ongoing monthly compensation for administrative services of 1% of the net asset value of the unit or units sold during the first year after the sale date, and 2% of the net asset value of the unit or units sold beginning in the 13th month after the sale date. Class C units, class D units and class E units will not pay any sales commissions to the selling agents.10

Carefully read ~~the~~this prospectus, along with all appendices, including the limited partnership agreement and the subscription agreement and power of attorney, and discuss with your financial advisor any questions you have about Altin:Fund. Investors will be required to make ~~the~~ representations and warranties relating to their suitability to purchase the offered units in the subscription agreement and power of attorney. If you decide to invest, please complete and sign the subscription agreement and power of attorney and deliver to your selling agent a check made payable to "“Altin:Fund, Limited Partnership - —Subscription Account,"” or authorize a wire or ACH transfer in the amount of your subscription in accordance with the instructions set forth in the subscription agreement and power of attorney. Alternatively, if available, you may authorize your selling agent to ~~deduct~~debit your customer securities brokerage account in the amount of your subscription.

Suitability Requirements

An investment in Altin:Fund is speculative and involves a high degree of risk. Altin:Fund is not suitable for all investors. The general partner offers Altin:Fund as a diversification opportunity for an investor'’s entire investment portfolio and therefore an investment in Altin:Fund should only represent a limited portion of an investor'’s overall portfolio.

To invest in Altin:Fund, you must have at a minimum:

	(1)	a net worth of at least $250,000, exclusive of home, furnishings and automobiles; or
	(2)	a net worth, similarly calculated, of at least $70,000 and an annual gross income of $70,000.

(1) a net worth of at least $250,000, exclusive of home, furnishings and automobiles; or

A(2) a ~~number~~net ofworth, ~~jurisdictions~~similarly ~~in which the units are offered impose on their residents higher minimum suitability requirements~~calculated, ~~which are described in the subscription agreement. Please see the subscription agreement for a detailed description~~ of ~~the~~at ~~minimum~~least suitability requirements in the state in which you reside. You will be required to represent that you meet the requirements set forth in your state of residence before your subscription to purchase units will be accepted. These suitability requirements are$70,000 ~~in each case, regulatory minimums only,~~ and ~~just because you meet such requirements does not mean that~~ an ~~investment~~annual ingross ~~the~~income ~~units is suitable for you. In no event may you invest more than 10%~~ of ~~your net worth~~$70, ~~exclusive of home, furnishings and automobiles, in Altin:Fund~~000. Employee benefit plans and individual retirement accounts are subject to special suitability requirements. See "Investment by ERISA and Other Plan Accounts" beginning on page 137. In addition, individual selling agents may impose even higher minimum suitability requirements on their clients investing in Altin:Fund than those described above or required by an individual state. You should consult with your financial advisor to confirm that you meet these requirements before deciding to invest in Altin:Fund.

A number of jurisdictions in which the units are offered impose on their residents higher minimum suitability requirements, which are described in the Subscription Agreement, set forth in Appendix C to this prospectus. Please see page C-13 of Appendix C for a detailed description of the minimum suitability requirements in the state in which you reside, if any. If the subscriber is a fiduciary account, the income and net worth standards described above must be met by the beneficiary, the fiduciary account, or by the donor or grantor who directly or indirectly supplies the funds to purchase the units if the donor or grantor is the fiduciary. You will be required to represent that you meet the requirements set forth in your state of residence before your subscription to purchase units will be accepted. These suitability requirements are, in each case, regulatory minimums only, and just because you meet such requirements does not mean that an investment in the units is suitable for you. In no event may you invest more than 10% of your net worth, exclusive of home, furnishings and automobiles, in Altin:Fund. Employee benefit plans and individual retirement accounts are subject to special suitability requirements. Please see “INVESTMENT BY ERISA AND OTHER PLAN ACCOUNTS.” In addition, individual selling agents may impose even higher minimum suitability requirements on their clients investing in Altin:Fund than those described above or required by an individual state. You should consult with your financial advisor to confirm that you meet these requirements before deciding to invest in Altin:Fund.

Finally, the general partner must consent to each subscription, which consent may be withheld in whole or in part for any reason. In the Subscription Agreement, you are also required to represent that you received the final prospectus five business days prior to the date of your Subscription Agreement. We are prohibited from selling units to you until five business days after you receive the final prospectus. If you did not receive the final prospectus five business days in advance, you have the right to withdraw your subscription.

Risk Factors You Should Consider Before Investing in Altin:Fund

An investment in Altin:Fund is highly speculative and involves a high degree of risk. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page 15 22.

•· ~~futures~~Futures, forward and options trading is speculative, volatile and highly leveraged;. •Due to the ~~trading~~volatile ~~advisors'~~nature ~~programs~~of ~~may~~the ~~not~~commodities ~~perform~~markets ~~for~~and the high degree of leverage to be employed by Altin:Fund, asa ~~they~~relatively ~~have~~small ~~performed~~change ~~for~~in ~~other~~the ~~investors~~price inof ~~the~~a ~~past;~~contract can cause significant losses.

•· Altin:Fund’s ~~relies~~use onof ~~its~~multiple trading advisors ~~for~~may ~~its~~result ~~success;~~in ~~• there is no guarantee that~~ Altin:Fund ~~will~~taking ~~meet~~offsetting ~~its~~trading ~~intended objective; accordingly~~positions, ~~you~~thereby ~~could~~incurring ~~lose~~additional aexpenses ~~substantial~~with portion, or even all, of your investment; • your annual tax liability is anticipated to exceed cash distributions to you; • substantial charges will be attributed to each of Altin:Fund's classes of units; • transfers are restricted; no ~~trading~~net ~~market~~change exists or is expected to exist for the units; • actual and potential conflicts of interest exist among the general partner and the trading advisors; • you will have limited voting rights and no control over Altin:Fund's business; and • unless the class of units in ~~which you invest is successful - and we cannot assure you that it will be - it cannot serve as a beneficial diversification for your portfolio~~holdings.

·	Altin:Fund is a newly formed limited partnership with no operating or performance history.

·	Altin:Fund is subject to conflicts of interests, including the risk of owing substantial compensation to the general partner and the trading advisors regardless of Altin:Fund’s investment performance.

·	There is no secondary market for the offered units and none is expected to develop. While the units have redemption rights, there are restrictions and possible fees assessed.

Altin:Fund pays substantial fees and expenses. You will sustain losses if Altin:Fund is unable to generate sufficient trading profits to offset such fees and expenses. We estimate that each class of units will have to achieve a minimum net trading profits and interest income ranging from 4.78% to 9.78% (with the specific percentage varying from class to class) each year for investors in units of such series to break even on their investments. Please see “—Break Even Analysis” on page 6.

·	You will have limited voting rights and no control over Altin:Fund’s business.

·	Your annual tax liability is anticipated to exceed cash distributions to you.

Investment Factors to Consider Before Investing in Altin:Fund

Altin:Fund is an alternative investment fund the assets of which will be managed by experienced, professional trading advisors that trade in a wide range of futures and other commodity interests contracts.

The trading ~~program~~programs ~~that~~employed by the trading advisors ~~use~~ for Altin:Fund will be comprised of a variety of proprietary trading strategies and systems.

An investment in Altin:Fund may diversify a traditional securities portfolio. Historically, Aa diverse portfolio consisting of assets that perform in an unrelated ~~manner,~~ or ~~non-correlated~~dissimilar ~~assets,~~manner ~~may~~has ~~increase~~increased overall return and ~~reduce~~reduced the volatility of a portfolio. ~~As a risk transfer activity~~ Historically, ~~commodity~~managed ~~interest~~futures trading has had no inherent correlation with any other investment. class. However, non-correlation will not provide any diversification advantages unless the non-correlated assets are outperforming other portfolio assets, and there is no guarantee that Altin:Fund will outperform other sectors of an investor'’s portfolio or not produce losses. If Altin:Fund's ~~profitability~~is ~~also~~unprofitable, ~~depends~~an ~~on the success of the trading advisor's and~~ investment ~~platform's~~in ~~trading techniques. If~~ Altin:Fund ~~is unprofitable, then it~~ will not increase the return on an investor'’s portfolio or achieve its diversification objectives. Past performance is not necessarily indicative of future results.

~~Investors~~An investment in Altin:Fund ~~obtain~~will ~~the~~provide ~~advantage~~investors ofwith ~~limited~~access ~~liability~~to in highly leveraged trading.

The General Partner

Altin Holdings, LLC, a Michigan limited liability company, is the general partner of Altin:Fund. The primary principal and president of the general partner is Sebastian Lucido. In August, 2009, the general partner entered into two unit purchase agreements with Equity 11, Ltd., pursuant to which Equity 11, Ltd. has the right to acquire up to a 30% interest in the common units of the general partner. The acquisition is contingent upon Equity 11, Ltd. conducting a full due diligence review of the general partner, which it is currently in the process of completing. In addition, the general partner may reject the subscription, in its sole discretion.

The general partner has a board of managers, ~~which~~consisting ~~will consist~~ of 5three members. The ~~initial~~ members are Sebastian Lucido, ~~Vincent Brennan,~~ Jack Lucido and John Polizzi. Following ~~Upon~~commencement ~~exercise~~ of ~~its~~trading ~~right~~operations, tothe ~~acquire~~general ~~common~~partner ~~units~~anticipates ofadding ~~the~~from ~~general~~two ~~partner,~~to ~~Equity~~four ~~11,~~additional ~~Ltd.~~members ~~will~~to ~~have~~ the ~~right~~board toof ~~appoint~~managers, ~~the~~each ~~final~~of ~~member~~whom towill ~~the~~be ~~board~~independent of ~~managers~~the general partner.

Upon commencement of trading operations, Mr. Lucido ~~will~~and ~~make~~the ~~all~~portfolio ~~day-to-day~~manager, ~~investment~~Bruce ~~allocation~~C. ~~decisions~~Greig, ~~for~~will determine the investment allocations to Altin:Fund’s trading advisors and investments in private funds and will monitor the trading advisors'’ trading decisions. The ongeneral apartner ~~daily~~anticipates ~~basis~~forming an investment committee, comprised of Mr. Lucido, Mr. Greig and other members of the general partner, to take over such role in the future. The general partner is also supported by several other staff members, ~~that~~including a chief compliance officer and a chief financial officer, who are involved in processing limited partner redemptions, investor inquiries, day-to-day compliance and regulatory matters, financial reporting and accounting administration. The general partner ~~intends~~has tocontracted ~~contract~~ with a third -party administrator for Altin:Fund that will act as the administrator, ~~registrar~~ and ~~paying agent of Altin:Fund, and~~ will be responsible for ~~(i)~~ maintaining Altin:Fund'’s accounts, ~~(ii)~~ calculating Altin:Fund'’s net asset value, ~~(iii)~~preparing ~~communicating~~financial ~~with limited partners~~information, ~~(iv)~~preparing ~~processing~~monthly ~~subscriptions~~investor ~~for~~statements ~~new~~and ~~limited~~assisting ~~partners,~~the ~~and~~general ~~(v)~~partner ~~processing~~in ~~limited~~tracking ~~partner~~fee ~~redemptions~~limits.

The general partner is registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) and has been a member of the NFA since March 2006. The general partner will act as the commodity pool operator for Altin:Fund and will be responsible for allocating Altin:Fund'’s assets to the trading advisors ~~or other investment platforms generally established as commodity pools~~. In November 2008, the general partner became a registered investment ~~adviser~~advisor pursuant to the Investment Advisers Act of 1940, as amended. ~~The general partner is also the general partner for Altin:Private Fund, Limited Partnership, a Michigan limited partnership. The general partner provides many of the~~

The general partner is also the general partner for Altin:Private Fund, Limited Partnership, a Michigan limited partnership. As of September 30, 2010, all of Altin:Private Fund’s activities have been terminated and the general partner is in the process of dissolving Altin:Private Fund. The general partner provided many of the same services to Altin:Private Fund as it anticipates providing for Altin:Fund. For additional information on the general partner, please see page 37 44. To view the past performance of the general partner, please see page 74 67.

The office of the general partner is located at 805 Oakwood Drive, Suite 125, Rochester, Michigan 48307; telephone number (248) 413-6100; toll-free (877) 890-5585; email: ~~Sebastian~~ partnerservices@altinfund.com. The general partner'’s website address is www.altinfund.com. The information on this website is not a part of this prospectus. The books and records of the general partner and Altin:Fund will be kept and made available for inspection at the general partner'’s offices.

The Trading Advisors

Altin:Fund ~~plans~~has toentered ~~enter~~ into agreements to trade through four independent professional commodity trading advisors: Welton ~~Clarke~~Investment ~~Capital Management~~Corporation, ~~Inc.;~~QuantMetrics ~~Fall~~Capital ~~River~~Management ~~Capital~~LLP, ~~LLC;~~ Rosetta Capital Management, LLC;, and ~~Forecast~~Fall ~~Trading~~River ~~Group~~Capital, LLC. Each of the trading advisors is registered as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and is a member of the NFA. The general partner may terminate or replace any or all of the trading advisors, or add additional trading advisors, in accordance with the terms of the applicable advisory agreement, in its sole discretion. The Itgeneral ispartner ~~expected~~anticipates ~~that~~allocating ~~the~~to ~~targeted~~each ~~allocations~~of to these trading advisors ~~will~~as ~~range~~follows: Welton ~~from~~Investment 10Corporation—25%; toRosetta ~~15%~~Capital ~~each.~~Management, ~~This~~LLC—10%; ~~percentage~~Fall ~~will~~River ~~change~~Capital, ~~from~~LLC—10%; ~~time~~QuantMetrics toCapital ~~time.~~Management ~~There~~LLP—16%; ~~are~~and no25% ~~limitations~~to ~~on how much each trading advisor can be allocated.~~another

Clarke Capital Management, Inc., is located at 116 W. Second Street, Hinsdale, Illinois 60521 and its telephone number is (630) 323-5913 and its facsimile number is (630) 323-5919. Fall River Capital, LLC, is located at 11740 North Port Washington Road, Mequon, Wisconsin 53092 and its telephone number is (262) 241-8020. Rosetta Capital Management, LLC, is located at 190 S. LaSalle Street, Suite 3000, Chicago, Illinois 60603 and its telephone number is (312) 676-1050. Forecast Trading Group, LLC, is located at 926 Haverstraw Road, Suffern, New York 10901-2202 and its telephone number is (845) 362-3820, its facsimile number is (845) 362-3873 and its electronic e-mail address is info@forecasttrading.com.13

~~For~~trading ~~additional~~advisor ~~information~~to ~~about~~be added by a pre-effective amendment. Additionally, the ~~trading~~general ~~advisors~~partner may, ~~please~~in ~~see~~its ~~page~~discretion, ~~49.~~allocate Toless ~~view~~than ~~the~~10% ~~past~~of ~~performance~~Altin:Fund’s assets to investments in third party private placement offerings of other commodity funds. The initial allocations may vary from these ~~trading~~percentages ~~advisors~~due to the timing of deposits, ~~please~~market ~~see~~conditions ~~pages~~or 75other circumstances beyond Altin:Fund’s control. The percentage allocations will change from time to ~~110~~time, based on the sole discretion of the general partner. There are no limitations on the amount of Altin:Fund’s assets that may be allocated to each trading advisor.

The ~~Investment~~general ~~Platforms~~partner may, in its sole discretion, reallocate assets among the trading advisors upon termination of a trading advisor or retention of any new trading advisors, or at the commencement of any month. The general partner has determined the allocations to each trading advisor based on proprietary research and due diligence, including qualitative review of each trading advisor, and quantitative analysis of each trading advisor’s trading programs and methodology, as well as historical returns, to create a portfolio in line with Altin:Fund’s expectations and investment objectives. The qualitative analysis may include, but is not limited to, review of the trading advisor’s filings with regulatory agencies and review of the trading advisor’s methodology. In performing such analysis, the general partner may monitor each trading advisor to determine the instruments traded, the amount of time trades are held, and the models used to generate trading signals. By monitoring the trading advisors, the general partner may identify changes in a trading advisor’s strategies or operations as compared to the general partner’s observations during initial due diligence of such trading advisor. Quantitative analysis may include, but is not limited to, correlations (i.e., how closely the performance tracks another market’s performance), draw-downs (i.e., amount or percentage of loss in the net asset value since the last highest amount) and standard deviation (i.e., a mathematical calculation that measures risk over time). Subsequent decisions to reallocate, terminate or replace a trading advisor will be based on similar analyses. The general partner may terminate or replace any or all of the trading advisors or add additional trading advisors, in accordance with the terms of the applicable advisory agreement. Consequently, the allocations to the trading advisors are subject to change. The general partner has full responsibility and the sole discretion to render such decisions, as it deems appropriate.

~~The~~Welton ~~general~~Investment ~~partner~~Corporation ~~plans~~is tolocated ~~invest~~at ~~some~~Eastwood ofBuilding, ~~Altin:Fund's~~San ~~assets~~Carlos inbetween ~~other~~5th ~~investment~~and ~~platforms~~6th, P.O. ~~The~~Box ~~general~~6147, ~~partner~~Carmel, ~~plans~~California to93921, ~~enter~~and ~~into~~its ~~agreements~~telephone ~~with~~number ~~AlphaMosaic~~is US(831) 626-5190. Rosetta Capital Management, LLC, ais ~~Delaware~~located ~~series~~at ~~limited~~190 ~~liability~~S. ~~company~~LaSalle Street, toSuite ~~invest~~3000, inChicago, ~~five~~Illinois of60603 and its ~~platforms:~~telephone ~~The~~number ~~Sandridge~~is ~~Cell,~~(312) 676-1050. Fall ~~The~~River ~~Transtrend Cell~~Capital, ~~The Winton Capital Cell~~LLC, ~~The~~is ~~Krom~~located ~~River~~at ~~Cell~~11740 ~~and~~North ~~the~~Port ~~Quantmetrics~~Washington ~~Cell.~~Road, ~~Each~~Mequon, ofWisconsin ~~the~~53092 ~~cells~~and ~~is managed by~~ its ~~own~~telephone ~~investment~~number ~~manager. It~~ is ~~expected~~(262) 241-8020. QuantMetrics ~~that~~Capital ~~the~~Management ~~targeted~~LLP, ~~allocation~~is tolocated ~~each~~at of1 ~~these~~Red ~~investment~~Place, ~~funds~~London ~~will~~W1K be6PL, ~~between~~United 5%Kingdom, and ~~15%.~~its ~~This~~telephone ~~percentage~~number ~~will~~is ~~change~~44 ~~from~~(0) ~~time~~20 to7569 ~~time~~9302. ~~There are no limitations to how much each investment platform may be allocated.~~

For additional information about ~~these~~the ~~investment~~trading ~~funds~~advisors, please see page 61 58. To view the past performance of ~~each of~~ these ~~investment~~trading ~~funds~~advisors, please see pages 69 ~~111~~ to ~~115~~78.

Private Placement Investments

The FCMs

MFNewedge ~~Global Inc. is registered under the CEA~~USA, asLLC ~~amended~~(“NUSA”), ~~as an FCM and a commodity pool operator, and is a member of the NFA in such capacities. In addition,~~ MF Global, Inc. ~~is registered with FINRA as a broker-dealer.~~ (“MF Global,”) ~~Inc. was formerly known as Man Financial Inc. until the change of name to MF Global Inc. was effected on July 19, 2007. MF Global Inc. is a member of all major U.S. futures exchanges~~ and ~~most major U~~ J.SP. ~~securities~~Morgan ~~exchanges.~~Futures ~~MF Global~~ Inc.'s ~~main~~(“JPMFI”) ~~office~~will isact ~~located~~as atFCMs ~~717~~or ~~Fifth~~clearing ~~Avenue,~~brokers ~~9th~~for ~~Floor, New York, New York 10022-8101~~Altin:Fund. ~~MF Global Inc.'s telephone number at such location is (212) 589-6200.~~

Newedge USA, LLC ("NUSA") and Newedge Alternative Strategies Inc. ("NAST") are subsidiaries of Newedge Group, which was formed on January 2, 2008 as a joint venture by Société Générale and Calyon to combine the brokerage activities previously carried by their respective subsidiaries which comprised the Fimat Group and the Calyon Financial Group of affiliated entities. NUSA is a futures commission merchant and broker dealer registered with the CFTC and the SEC, and is a member of NFA and FINRA. NUSA is a clearing member of all principal equity, option, and futures exchanges located in the United States as well as a member of the Options Clearing Corporation and Government Securities Clearing Corporation. NAST is an eligible swap participant that is 14

~~not~~MF Global is registered orunder ~~required~~the toCEA beas ~~registered~~an ~~with~~FCM ~~the~~and ~~CFTC~~a orcommodity ~~the~~pool ~~SEC~~operator, and is ~~not~~ a member of ~~any~~the ~~exchange.~~NFA ~~NUSA~~in ~~and~~such ~~NAST~~capacities. In ~~are~~addition, ~~headquartered~~MF atGlobal ~~550~~is W.registered ~~Jackson,~~with ~~Suite~~the ~~500,~~Financial ~~Chicago,~~Industry ~~Illinois~~Regulatory ~~60661,~~Authority ~~with~~(“FINRA”) ~~branch~~as ~~offices~~a inbroker-dealer. MF ~~San~~Global ~~Francisco,~~was ~~California;~~formerly ~~New~~known ~~York,~~as ~~New~~Man ~~York;~~Financial ~~Kansas~~Inc. ~~City,~~until ~~Missouri;~~the ~~Houston,~~change ~~Texas;~~of ~~and~~name ~~Montreal,~~to ~~Canada~~MF Global Inc. ~~Prior~~was toeffective ~~January~~on 2July 19, ~~2008,~~2007. MF ~~NUSA~~Global ~~was~~is ~~known~~a asmember ~~Fimat~~of ~~USA,~~all ~~LLC,~~of ~~while~~the ~~NAST~~major ~~was~~U.S. ~~known~~futures asexchanges ~~Fimat~~and ~~Alternative~~most ~~Strategies~~of ~~Inc.~~the Onmajor ~~September~~U.S. 1,securities ~~2008,~~exchanges. MF ~~NUSA~~Global’s ~~merged~~main ~~with~~office ~~futures~~is ~~commission~~located ~~merchant~~at ~~and~~717 ~~broker~~Fifth ~~dealer~~Avenue, ~~Newedge~~9th ~~Financial~~Floor, ~~Inc.~~New -York, ~~formerly~~New ~~known~~York as10022-8101 ~~Calyon~~and ~~Financial~~its ~~Inc.~~telephone ~~NUSA~~number ~~was~~at ~~the~~such ~~surviving~~location ~~entity~~is (212) 589-6200.

~~Altin:Fund~~NUSA ~~does~~and ~~not~~Newedge ~~currently~~Alternative ~~have~~Strategies aInc. ~~written~~(“NAST”) ~~agreement~~are ~~with~~subsidiaries of Newedge. ~~Part~~Group, ofwhich ~~the~~was ~~general~~formed ~~partner's~~on ~~trading~~January 2, ~~strategy~~2008 ~~for~~as ~~Altin:Fund,~~a ~~however,~~joint ~~includes~~venture ~~moving~~by ~~off~~Société Générale and Calyon to combine the ~~various~~brokerage ~~investment~~activities ~~platforms~~previously incarried by their respective subsidiaries which itcomprised ~~intends~~the toFimat ~~invest~~Group toand ~~investing~~the ~~directly~~Calyon Financial Group of affiliated entities. NUSA is a futures commission merchant and broker-dealer registered with the ~~trading~~CFTC ~~advisors~~and ~~that~~the ~~manage~~Securities ~~the~~Exchange ~~various~~Commission ~~cells~~(“SEC”), ~~for~~and is a member of the ~~investment~~NFA ~~platforms~~and FINRA. NUSA ~~Direct~~is ~~investment~~a ~~with~~clearing ~~those~~member ~~trading~~of ~~advisors~~all ~~requires~~principal aequity, ~~minimum~~option, ~~dollar~~and ~~investment~~futures ~~which~~exchanges ~~Altin:Fund~~located ~~will~~in ~~not~~the ~~immediately~~U.S. beas ~~able~~well toas ~~satisfy~~a member of the Options Clearing Corporation and Government Securities Clearing Corporation. NAST ~~Once~~is itan eligible swap participant that is ~~able~~not registered or required to ~~meet~~be registered with the ~~investment~~CFTC ~~minimums~~or the SEC, itand ~~will~~is ~~transition~~not ~~off~~a ~~the~~member ~~platform~~of any exchange. NUSA and ~~into~~NAST ~~direct~~are ~~investing~~headquartered at 550 W. ~~Several~~Jackson, ofSuite ~~those~~500, ~~entities~~Chicago, ~~utilize~~Illinois ~~Newedge~~60661, astelephone ~~their~~number ~~FCM.~~(312) 762-1000, ~~Therefore~~with branch offices in San Francisco, ~~when~~California; ~~the~~New ~~transition~~York, ~~off~~New ~~the~~York; ~~platforms~~Kansas ~~occurs~~City, ~~the~~Missouri; ~~general~~Houston, ~~partner~~Texas; ~~intends~~and Montreal, Canada. Prior to ~~have~~January 2, ~~Altin:Fund~~2008, ~~execute~~NUSA anwas ~~agreement~~known ~~with~~as Fimat USA, ~~and~~LLC, ~~utilize~~while NAST was known as Fimat Alternative Strategies Inc. On September 1, 2008, NUSA merged with futures commission merchant and broker-dealer Newedge Financial Inc. (formerly known as Calyon Financial Inc.). NUSA was the surviving entity.

~~The~~JPMFI ~~FCMs~~is orregistered ~~their~~with ~~affiliates~~the ~~also~~CFTC ~~may~~as ~~act~~a asfutures ~~dealers~~commission ~~through~~merchant ~~which~~and ~~Altin:Fund's~~is ~~forward~~a ~~contracts,~~member ~~over-~~of the NFA in such capacity. JPMFI is also notice registered with the SEC as a broker-~~counter~~dealer ~~options~~for ~~contracts,~~the ~~spot~~limited ~~contracts~~purpose ~~and/or~~of ~~swap~~being ~~contracts~~able ~~will~~to bebroker ~~transacted~~security futures products. JPMFI ~~The~~is ~~trading~~a ~~advisors~~clearing ~~may~~member ~~utilize~~at ~~other~~a ~~dealers~~variety inof ~~engaging~~exchanges. JPMFI inwas ~~such~~formerly ~~transactions~~known as Morgan Futures Corp. JPMFI is headquartered at 277 Park Avenue, ~~with~~New ~~the~~York, ~~general~~New ~~partner's~~York ~~consent~~10172, and its telephone number is (212) 622-0339.

The FCMs will hold Altin:Fund’s assets when used for trading and are obligated to promptly and accurately execute and clear trades placed by the trading advisors for the benefit of Altin:Fund. The FCMs do not own any interest in Altin:Fund and are not affiliated with or related to Altin:Fund, the general partner or the trading advisors in any way. The FCMs will be paid negotiated commissions for each round-turn transaction, that is, each completed buy and sell or sell and buy of a commodity interest. The FCMs are responsible for ensuring Altin:Fund’s performance of its contractual obligations in the market, but this responsibility is the same for every customer of the FCM.

The FCMs or their affiliates also may act as dealers through which Altin:Fund’s forward contracts, over-the-counter options contracts, spot contracts and/or swap contracts will be transacted. The trading advisors may utilize other dealers in engaging in such transactions, with the general partner’s consent.

The general partner may retain additional or substitute FCMs for Altin:Fund in its sole discretion.

Selling Agents

The general partner ~~plans~~has entered into a selling arrangement with MidAmerica Financial Services, Inc. and expects to enter into selling arrangements with additional selling agents, all of whom are registered broker -dealers and members of FINRA. Sebastian Lucido, the president of the general partner, is a registered representative of ~~one~~MidAmerica ofFinancial ~~the selling agents that the general partner intends to engage. However~~Services, MrInc. ~~Lucido~~and ~~does~~several ~~not~~employees ~~expect to partake in any fees earned by that selling agent for sales~~ of the ~~units. The~~ general partner ~~expects to enter into agreements with other selling agents to sell units in Altin:Fund. The units will be sold by selling agents that~~ are ~~properly registered and holding either securities~~ or ~~futures~~anticipate ~~licenses~~becoming ~~and~~registered ~~are~~representatives ~~members~~ of ~~regulatory~~MidAmerica ~~agencies.~~Financial Services although

Mr. Lucido does not expect to partake in any fees earned by that selling agent for sales of the units of Altin:Fund. Employees of the general partner, once properly registered, may earn commissions from MidAmerica Financial Services, Inc. with respect to wholesaling or sales activities with respect to Altin:Fund.

Fees and Expenses

The following fees and expenses include all compensation, fees, ~~profits~~incentive allocations and other benefits that the general partner, the trading advisors, ~~managers of investment platforms,~~ the selling agents, the wholesalers, the clearing brokers, any executing brokers and other dealers used by Altin:Fund, and the affiliates of those parties may earn or receive in connection with the offering of units in, and the operation of, Altin:Fund. ~~Please see the glossary on Appendix A for a definition of "net asset value" and "net assets."~~

General Partner Management Fees and Incentive Allocations

The following units are assessed monthly fees payable to the general partner:

Class A units pay the general partner a monthly management fee of 0.08333% (1% annually) and the general partner will receive a monthly incentive allocation of 10% (paid quarterly) of the month-end net trading profits of the class A units

Class B units pay the general partner a monthly management fee of 0.08333% (1% annually) and the general partner will receive a monthly incentive allocation of 10% (paid quarterly) of the month-end net trading profits of the class B units

Class C units pay the general partner a monthly management fee of 0.08333% (1% annually) and the general partner will receive a monthly incentive allocation of 10% (paid quarterly) of the month-end net trading profits of the class C units

Class D units pay the general partner a monthly management fee of 0.041667% (0.5% annually) and the general partner will receive a monthly incentive allocation of 10% (paid quarterly) of the month-end net trading profits of the class D units

Class E units - the general partner will receive a monthly incentive allocation of 10% (paid quarterly) of the month-end net trading profits of the class E units; class E units will not pay the general partner a monthly management fee

The management fee is charged regardless of Altin:Fund's performance or the performance of any trading advisor and is charged after all other expenses including selling fees but prior to the general partner's incentive allocation.

The general partner will not receive an incentive allocation on interest income earned in trading accounts, interest earned on fixed income securities purchased directly by Altin:Fund, or interest income earned at other financial institutions including banks. If a limited partner has any previously unrecouped net losses charged to his/her or its capital account, the general partner will not receive an incentive allocation from that limited partner's share of the net realized and unrealized trading profits of Altin:Fund until such time as the losses are recouped; provided, however, that if that limited partner withdraws a portion of his/her or its capital account from Altin:Fund, the amount of prior unrecouped net losses that must be offset before an incentive allocation can be made to the general partner is reduced in proportion to the withdrawal. The general partner may elect to be paid the incentive allocation immediately after it is accrued as a fee instead of having the amounts allocated to the general partner's capital account.

Brokerage Charge

~~Altin:Fund~~The ~~will~~following ~~pay~~units ~~the~~are ~~FCMs~~assessed ~~for~~monthly ~~all clearing, execution and give-up, floor brokerage, exchange and NFA~~ fees ~~and any other transaction costs. The payments to the FCMs will be based upon a specified amount per round-turn~~ for ~~each~~brokerage ~~exchange-traded~~charges ~~commodity~~payable interest transaction executed on behalf of Altin:Fund. A round-turn is both the purchase, or sale, of a commodity interest contract and the subsequent offsetting sale, or purchase, of the contract. The all-inclusive payments to the ~~clearing~~general ~~brokers are expected to be between $2.50 and $8.50 per round-turn transaction. Give-up fees are expected to be between $0.50 and $1.50.~~partner:

Class A units pay a brokerage charge of approximately 0.2167% (2.6% annually) of the month-end net assets of the class A units.

Class B units pay a brokerage charge of approximately 0.2167% (2.6% annually) of the month-end net assets of the class B units.

Class C units pay a brokerage charge of approximately 0.2167% (2.6% annually) of the month-end net assets of the class C units.

Class D units pay a brokerage charge of approximately 0.1750% (2.1% annually) of the month-end net assets of the class D units.

Class E units pay a brokerage charge of approximately 0.2167% (2.6% annually) of the month-end net assets of the class E units.

Class I units pay a brokerage charge of approximately 0.1334% (1.6% annually) of the month-end net assets of the class I units.

The general partner pays from the brokerage charge all brokerage commissions, investment and trading fees and expenses in connection with Altin:Fund’s trading activities. Such fees are payable to the clearing brokers, floor brokers, executing brokers and dealers engaged from time to time. The brokerage charge is based on a fixed percentage of net assets, regardless of whether actual transaction costs were less than or exceeded this fixed percentage.

The FCMs receive all brokerage commissions and applicable exchange fees which includes clearing, execution and give-up fees, floor brokerage fees, exchange and NFA fees and any other transaction costs. The payments to the FCMs will be based upon a specified amount per round-turn for each exchange-traded commodity interest transaction executed on behalf of Altin:Fund. A round-turn is both the purchase, or sale, of a commodity interest contract and the subsequent offsetting sale, or purchase, of the contract. The all-inclusive payments to the clearing brokers are expected to be between $2.50 and $8.50 per round-turn transaction. Give-up fees are expected to be between $0.50 and $1.50.

Dealer Spreads

Altin:Fund will trade foreign currency forward contracts and other non-exchange -traded commodity interest contracts. These contracts are traded among dealers, which act as principals or counterparties to each trade. The execution costs are included in the price of the contract purchased or sold, and accordingly, these costs to Altin:Fund cannot be determined. However, the general partner believes the bid-ask spreads paid by Altin:Fund will be competitive with the spreads paid by other institutional customers generally. Any commissions or other transaction fees that may be incurred by Altin:Fund in trading forward and other non-exchange -traded contracts, other than the associated bid-ask spreads, will be paid by Altin:Fund.

Trading Advisor ~~and Investment Platform~~ Management and Incentive Fees

Altin:Fund ~~intends~~will to pay each of the trading advisors a monthly management fee. ~~Altin:Fund~~at ~~currently~~an ~~pays~~annual ~~the~~rate ~~trading~~of ~~advisors~~1.5% ato ~~quarterly~~2.0% ~~incentive~~of ~~fee~~the ~~based~~allocated ~~on any new or~~ net ~~trading~~assets ~~profits~~of ~~achieved~~Altin:Fund onallocated ~~the~~to each trading advisor's ~~allocated~~as ~~net~~follows: 2.0% ~~assets~~will atbe ~~the~~paid ~~end~~to of each ~~calendar~~of ~~quarter.~~Welton ~~Generally~~Investment Corporation, ~~new~~QuantMetrics orCapital ~~net~~Management ~~trading~~LLP, ~~profits~~Fall ~~means~~River ~~the~~Capital, ~~net~~LLC, ~~increase~~Rosetta inCapital ~~trading~~Management, ~~profits~~LLC, ~~realized~~ and ~~unrealized,~~1.5% ~~experienced~~to byanother ~~the~~ trading advisor onto ~~its~~be ~~allocated~~added ~~net~~by ~~assets~~a ~~from~~pre-effective ~~the~~amendment. Altin:Fund ~~most~~will ~~recent~~also ~~prior~~pay ~~quarter~~each ~~in which an incentive fee was paid to the~~ trading advisor, ~~or if~~ an incentive fee ~~has~~of ~~yet~~20% ~~to be~~ (paid toquarterly) ~~that~~based ~~trading~~on ~~advisor,~~ the new trading ~~advisor's~~profits ~~initial~~achieved ~~allocation~~on ~~of net assets. With respect to~~ the ~~offered units, Altin:Fund will pay the~~ trading ~~advisors~~advisor’s ~~that are~~ allocated ~~10%~~net ~~or more of Altin:Fund's~~ assets asat ~~follows:~~the ~~25%~~end of ~~net~~each ~~trading~~calendar ~~profits~~quarter. Incentive tofees ~~Clarke~~may ~~Capital~~be ~~Management,~~paid ~~20% of net trading profits~~ to ~~Fall~~a ~~River Capital, 20% of new net~~ trading ~~profits~~advisor tofor ~~Rosetta~~a ~~Capital~~given ~~Management~~period ~~and~~despite ~~20%~~aggregate oflosses ~~trading~~in ~~profits~~Altin:Fund tofor ~~Forecast~~the ~~Trading~~same ~~Group~~period. The method of calculating net trading profits on allocated net assets of each trading advisor is described in "“FUND EXPENSES - —Trading Advisor ~~and~~Management ~~Investment~~Fees ~~Platform~~and Incentive Fees"” beginning on page ~~121~~ 85.

Altin:Fund also intends to pay the sponsor of each of the investment platforms an annual management fee, calculated and accrued monthly and payable in arrears as of the last business day of each month, equal to the percentage of the month-end trading level of Altin: Fund's capital account in such cell. Altin:Fund also intends, through its investment in the respective cells of AlphaMosaic, to effectively pay the sponsor an incentive allocation

equal to the percentage of the new net profit attributable to Altin: Fund's capital account of each cell. Any incentive fee, if accrued, will also be made in respect of capital account balances withdrawn, at the time of such withdrawal, as if the withdrawal date were the end of the incentive allocation period. Altin:Fund will pay the sponsor of the following investment platforms as follows: 20% of new net profit for the Sandridge Cell, 20% of new net profit for the Transtrend Cell, 20% of new net profits for the Winton Capital Cell, 20% of new net profit for the Krom River Cell and 25% of new net profit for the Quantmetrics Cell. The method of calculating new net profit is described in "FUND EXPENSES - Trading Advisor and Investment Platform Incentive Fees" beginning on page 121.

Selling Agent Compensation

~~The~~Selling ~~following~~agents who sell class A units ~~are~~will ~~assessed~~receive an upfront sales commission of 3.0% of the subscription price of the units sold by such selling agent. The ~~fees~~upfront sales commission will be prepaid by the general partner. The initial net asset value of the purchased class A units will not be reduced by the payment of the upfront sales commission to the selling agents by the general partner. The class A units will pay a monthly fee to the general partner at a rate of 0.25% monthly (3.0% annually) of the month-end net asset value of the units sold over the first 12 months of the investment to reimburse the general partner. Beginning in the 13th month after the initial sale date for the units, the general partner will charge the class A units a service fee of 0.25% monthly (3.0% annually) of the month-end net asset value of each unit up to the fee limit, which will be paid by the general partner to the selling agents who sell class A units as ~~follows:~~ongoing compensation for continuing administrative services. If the fee limit is reached with respect to any class B units, such units will be automatically exchanged for class E units, which are not subject to any ongoing service fees.

~~Class~~Selling Aagents who sell class B units ~~pay~~will receive an upfront ~~sale~~sales commission of 32.0% of the ~~purchase~~subscription price of the ~~unit~~units orsold by such selling agent. The upfront sales commission will be prepaid by the general partner. The initial net asset value of the purchased class B units ~~sold~~will ~~and~~not ~~ongoing~~be reduced by the payment of the upfront sales commission to the selling agents by the general partner. The class B units will pay a monthly ~~compensation~~fee ~~for~~to ~~administrative~~the ~~services~~general partner at a rate of 0.1667% monthly (2.0% annually) of the month-end net asset value of the ~~unit or~~ units sold ~~beginning~~over the first 12 months of the investment to reimburse the general partner. Beginning in the 13th month after the initial sale date for the units, the general partner will charge the class B units a service fee of 0.1667% monthly (2.0% annually) of the month-end net asset value of each unit up to the fee limit, which will be paid by the general partner to the selling agents who sell class B units as ongoing compensation for continuing administrative services. If the fee limit is reached with respect to any class B units, such units will be automatically exchanged for class E units, which are not subject to any ongoing service fees.

Class B units pay an upfront sales commission of 1% of the purchase price of the unit or units sold and ongoing monthly compensation for administrative services of 1% of the net asset value of the unit or units sold during the first year after the sale date, and 2% of the net asset value of the unit or units sold beginning in the 13th month after the sale date17

~~Wholesaling~~There ~~and~~is ~~Marketing~~no ~~Fee~~selling agent compensation with respect to the class C, D, E or I units.

~~The~~Redemption general partner plans to enter into agreements with one or more wholesalers to introduce and procure selling agreements with prospective selling agents to the general partner, all of whom are or will be properly registered. Altin:Fund will pay the general partner a monthly wholesaling and marketing fee of 0.08333% (1% annually) of the net asset value of any unit or units sold, for sales of class A units, class B units, class C units and class E units. For class D units, the fee is 0.041667% (0.5% annually) of the net asset value of any unit or units sold. If a third-party wholesaler is involved in the sale, the general partner will pay the wholesaling and marketing fee (or a portion of the fee) to the third-party wholesaler. Otherwise, the general partner will retain the fee (or the remaining portion of the fee) and use it for marketing expenses associated with Altin:Fund.Fee

~~Organization~~In order to reimburse the general partner for the upfront sales commission paid to the selling agents with respect to the class A units and ~~Offering~~class ~~Expenses~~B units, the class A units pay to the general partner a pro rata redemption fee of 3.0% and the class B units pay a pro rata redemption fee of 2.0% during the first 12 months after issuance of such units. Such redemption fee will be equal to the product of (i) 3.0% (in the case of class A units) or 2.0% (in the case of class B units) of the subscription price for such units divided by twelve (ii) multiplied by the number of months remaining before the first anniversary of the purchase date.

~~All~~Limited ~~expenses~~partners incurred in connection with the organization and ongoing offering of the units are paid by the general partner and then reimbursed to the general partner by Altin:Fund. This reimbursement is made monthly. Each class of units will ~~bear~~not organization and offering expenses at an annual rate of 1% of the adjusted net assets of each such class, calculated and payable monthly on the basis of month-end adjusted net assets. No organizational and offering expenses will be ~~paid~~required ~~until the adjusted net assets of Altin:Fund are at least $50,000,000. The general partner currently intends that the organizational and offering expenses will be paid over a period of 1~~ to 2pay ~~years.~~any Inredemption ~~its~~fees ~~discretion,~~if the general partner ~~may~~requires ~~require Altin:Fund to reimburse~~ the ~~general~~redemption partner in any subsequent calendar year for amounts that exceed these limits in any calendar year, provided that the maximum amount reimbursed by Altin:Fund will not exceed the overall limit set forth above. Amounts reimbursed to Altin:Fund with respect to the ongoing public offering expenses are charged against partners' capital at the time of ~~reimbursement~~units orwithin ~~accrual. Any amounts reimbursed by Altin:Fund with respect to organization expenses are expenses at~~ the ~~time~~first ~~the~~year ~~reimbursement is incurred or accrued. If Altin:Fund terminates prior to completion~~ of ~~payment of the calculated amounts to the general partner, the general partner will not be entitled to any additional payments, and Altin:Fund will have no further obligation to the general partner~~purchase.

No other class of units will pay a redemption fee.

Operating Expenses

Altin:Fund ~~has borne, and~~ will ~~continue to~~ bear, all ongoing operating expenses subject to a maximum charge for such expenses of 1.40% per annum of the ~~average~~ net ~~assets~~asset value of Altin:Fund. Altin:Fund ~~per~~may ~~year,~~pay ~~including~~the ~~legal,~~general ~~audit,~~partner ~~administration,~~directly ~~transfer~~to ~~agent,~~cover ~~printing~~administrative ~~and postage~~ expenses ~~and~~incurred ~~the~~on ~~costs~~behalf ~~and~~of ~~expenses~~Altin:Fund ~~associated~~subject ~~with~~to ~~preparing~~such ~~and filing required periodic reports with the SEC~~cap. Operating ~~To the extent operating~~ expenses ~~are~~include ~~less~~legal, ~~than~~accounting, ~~1.4%~~audit, ofadministration, ~~Altin:Fund's~~transfer ~~average net assets during the year~~agent, ~~the~~shipping ~~difference~~and ~~will~~other beback ~~reimbursed~~office ~~pro~~expenses ~~rata~~related to ~~recordholders~~the asadministration of ~~December 31 of each year~~Altin:Fund. The general partner estimates that the legal and audit fee portion of the operating expense chargeable to Altin:Fund during ~~2009~~2010 will be approximately $351,000. Altin:Fund is also responsible for any federal, state and local taxes payable by it, which amounts are not included in this estimate. The general partner, not Altin:Fund, is responsible for paying any operating expenses during the year that exceed 1.0% of the net asset value of Altin:Fund.

~~any~~Organizational ~~federal, state~~ and ~~local~~Initial ~~taxes~~Offering payable by it, which amounts are not included in this estimate. The general partner, not Altin:Fund, is responsible for paying any operating expenses during the year that exceed 1.4% of the average net assets of Altin:Fund per year.Costs

All organizational and initial offering costs were borne by the general partner on behalf of Altin:Fund without reimbursement.

Organization and Offering Expenses

The organization and offering expenses for Altin:Fund will be advanced by the general partner. Such expenses include all fees and expenses in connection with the distribution of the units, including regulatory fees, legal costs relating to the offering, sales costs, sales related travel, printed material, postage and freight, sales conference fees and compensation to sales personnel of the general partner for wholesaling Altin:Fund (each of whom will be a registered representative of a registered broker-dealer). The general partner will be reimbursed by Altin:Fund on a monthly basis for such organization and offering expenses at a rate of 1.5% per annum on the month-end net asset value of the class A units, class B units, class C units, class E units and class I units, and at a rate of 1.0% per annum on the month-end net asset value of the class D units.

In the event that such expenses exceed these limits in any calendar year, the general partner may require Altin:Fund to reimburse the general partner in any subsequent calendar year for amounts that exceed these limits in any prior calendar year, provided that the maximum amount reimbursed by Altin:Fund will not exceed the overall limit set forth above. Organization and offering expenses in excess of this limitation will be fully absorbed by the general partner. In the event Altin:Fund terminates prior to

the completion of any reimbursement of the aforementioned costs, the general partner will not be entitled to any additional reimbursement from Altin:Fund for such expenses.

Extraordinary Expenses

Altin:Fund is required to pay all of its extraordinary expenses, such as litigation expenses and Internal Revenue Service (“IRS”) audit expenses, if any.

~~Transfers~~Redemptions, ~~Redemptions~~Distributions and ~~Distributions~~Transfers

~~You~~Optional may transfer your units subject to conditions described in the limited partnership agreement, which is attached to this prospectus as Appendix B; however, no secondary market for the units exists or is likely to develop. For all classes of units, you may withdraw all or any part of your capital account as of the last business day of any month provided that you have provided at least fifteen (15) days advanced written notice to the general partner, or at such other times as the general partner in its sole discretion, may permit. However, the redemptions will not be permitted if the amount being redeemed brings your account value below the minimum allowed for the particular class of units. The general partner and Altin:Fund will not charge a fee for redemptions; however the administrator may charge a reasonable fee for processing redemptions, which fee will be paid by the limited partner requesting redemption. Income distributions to limited partners are at the discretion of the general partner. The general partner does not presently intend to distribute any income from trading activity or investments to limited partners. The policy is to reinvest Altin:Fund profits, rather than distributing profits. Limited partners may be subject to taxes on income allocated to them but in respect of which they have not received cash distributions.Redemption

~~Loss~~Subject ~~Limitation~~to the terms of the limited partnership agreement (a copy of which is attached as Appendix B), you may cause a redemption of any of your units for an amount equal to the net asset value per applicable unit as of the last business day of each month by delivering a written request for redemption to the general partner (a form of which is attached as Appendix D) indicating the number or dollar amount worth of units that you wish to redeem. Such written notice must be delivered to the general partner at least 15 days in advance of the requested redemption date, or at an earlier date if required by the limited partner’s selling agent. The general partner will notify you in writing within 10 days after the proposed redemption date regarding whether redemption has been, or will be, effected on the requested redemption date. The terms of the redemption request, which shall be irrevocable, must include:

If (1) the ~~net~~number ~~asset~~or ~~value~~dollar ofamount ~~any~~worth ~~class~~ of units ~~decreases~~and ~~50% or more during any reporting period,~~ the ~~general~~date ~~partner will suspend trading~~ for ~~Altin:Fund~~which ~~and~~redemption ~~will offer redemptions to all limited partners for a period of 10 business days before trading activity~~ is ~~resumed. If the loss limitation is triggered~~requested, ~~Altin:Fund will not terminate or liquidate. Rather, the loss limitation serves as a circuit breaker control to assess the losses and to contact limited partners.~~

(2) an acknowledgment of the basis upon which valuation of the units being redeemed will be made, and

(3) a representation by the limited partner that the limited partner is the lawful owner of the units being redeemed and that the units have not been encumbered in any fashion.

Required Redemption

Subject to the terms of the limited partnership agreement, the general partner may, at any time in its sole discretion, require you to withdraw entirely from Altin:Fund, or to withdraw a portion of your units, on not less than 15 days advance notice in writing to you. In addition, the general partner without notice may require at any time, or retroactively, withdrawal of any limited partner:

(1) that it determines is an employee benefit plan in order for the assets of Altin:Fund not to be treated as plan assets of the investing plan under Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (2) that made a misrepresentation to the general partner in connection with its purchase of units; or (3) if the limited partner’s ownership of units would result in the violation of applicable laws or regulations by Altin:Fund or a partner.

Special Redemption Date

If the net asset value of Altin:Fund decreases 50% or more from the close of business on one day to the close of business on the next day, the general partner will suspend trading for Altin:Fund and will offer redemptions to all limited partners for a period of ten business days. The general partner has no discretion in determining whether a special redemption is triggered; it is automatic if the net asset value drops by 50% or more. If you elect to have your units redeemed, the units will be redeemed at a

redemption price equal to the net asset value at the close of business on the last day of the special redemption period. The general partner will resume trading activity after the end of the special redemption period.

Transfers and Assignments

You may transfer or assign your units in Altin:Fund upon 30 days prior written notice to the general partner and subject to approval by the general partner of your assignee. The general partner will provide approval when it is satisfied that the transfer complies with applicable laws and/or does not endanger Altin:Fund’s tax status as a partnership. An assignee not admitted to Altin:Fund as a limited partner will have only limited rights to share in the profits and capital of Altin:Fund and a limited redemption right.

Federal Income Tax Aspects

Altin:Fund has received an opinion of counsel to the effect that Altin:Fund will be treated as a partnership and not as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, so long as Altin:Fund has previously satisfied and currently satisfies an annual gross income test, which the general partner anticipates that Altin:Fund will satisfy, and is organized and operated in accordance with its governing agreements and applicable law. Accordingly, as a partner in a partnership, whether or not Altin:Fund makes any distributions to you, you will be required to report your share of income, gain, loss and deduction of Altin:Fund and will be individually liable for federal and state income tax on that share. The gain and loss on Altin:Fund'’s investment in commodity interest contracts, depending on the contracts traded, will constitute a mixture of ordinary income or loss and capital gain or loss. Trading losses of Altin:Fund, which will generally constitute capital losses, may only be used by non-corporate taxpayers to offset a limited amount of the ordinary income allocated to you, and could be subject to various limitations. In addition, the ~~deduction~~deductibility of certain of Altin:Fund expenses may be subject to ~~specified~~ limitations.

Reports to Limited Partners

The general partner, as commodity pool operator of Altin:Fund, will provide each limited partner with monthly account statements and aaudited ~~certified~~ annual ~~report~~financial statements of Altin:Fund~~'s financial condition~~. In addition, the general partner will provide to each limited partner all information about Altin:Fund necessary for the timely preparation by limited partners of their tax returns. In byeach ~~April~~state 15where ofAltin:Fund ~~each~~is ~~year~~registered, the general partner will submit to the state securities administrator any information required to be filed with such administrator, including reports and statements required to be delivered to limited partners.

Glossary

The meanings of certain commodity interest industry and other terms used in this prospectus are provided in the glossary set forth at Appendix A.

Additional Information

You are invited to meet with representatives of the general partner during normal business hours for a further explanation of the terms and conditions of this offering of units and to obtain any additional information necessary to verify the information contained in this prospectus.

Use of Proceeds

The proceeds of the initial offering will be deposited in the escrow account, and thereafter proceeds from the continuous offering will be deposited in Altin:Fund’s custodial account. Upon each closing, approximately 70% to 90% of those funds will be transferred to Altin:Fund’s segregated accounts with the FCMs to allow the trading advisors to engage in trading activities in accordance with Altin:Fund’s investment objectives and the trading advisors’ respective trading strategies. The general partner anticipates allocating to each of these trading advisors as follows: Welton Investment Corporation—25%; Rosetta Capital Management, LLC—10%; Fall River Capital, LLC—10%; QuantMetrics Capital Management LLP—16%; and 25% to another trading advisor to be added by a pre-effective amendment. Additionally, the general partner may, in its discretion, allocate less than 10% of Altin:Fund’s assets to investments in third party private placement offerings of other commodity funds. The initial allocations may vary from these percentages due to the timing of deposits, market conditions or other circumstances beyond Altin:Fund’s control. The percentage allocations will change from time to time, based on the sole discretion of the general partner. Please see “USE OF PROCEEDS.”

Organizational Chart

The organizational chart below illustrates the relationships among the various service providers of this offering. Altin Holdings LLC is the general partner for Altin:Fund. The selling agents, futures brokers, over-the-counter counterparty, cash manager and custodian of excess collateral are not affiliated with Altin Holdings LLC or Altin:Fund.

RISK FACTORS

Altin:Fund is a new venture in a high-risk business. An investment in the units is very speculative. You should make an investment in one or more of the classes of units 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.

You should carefully consider the risks and uncertainties described below, as well as all of the other information included in ~~the~~this prospectus, before you decide whether to purchase any units. Any of the following risks and uncertainties could materially adversely affect Altin: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. Please see the glossary in Appendix A for definitions of certain commodity interest industry and other terms that are used in this section and throughout this prospectus.

Market Risks

The commodity interest markets in which Altin:Fund trades are highly volatile, which could cause substantial losses to Altin:Fund and may cause you to lose your entire investment.

Commodity interest contracts are highly volatile and are subject to occasional rapid and substantial fluctuations. Consequently, you could lose all or substantially all of your investment in Altin:Fund should Altin:Fund'’s trading positions suddenly turn unprofitable. The profitability of Altin:Fund depends primarily on the ability of Altin:Fund'’s trading advisors to accurately predict the fluctuations ~~accurately~~. Price movements for commodity interests are influenced by, among other things:

•· ~~Changes~~changes in interest rates; • Governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; • Weather and climate conditions; • Changing supply and demand relationships; • Changes in balances of payments and trade; • U.S. and international rates of inflation; and • Changes in philosophies and emotions of market participants.

~~The~~· ~~trading~~governmental, ~~advisors'~~agricultural, ~~technical~~trade, ~~trading~~fiscal, ~~methods~~monetary ~~may~~and ~~not~~exchange ~~take~~control ~~account~~programs ofand ~~these factors except as they may be reflected in technical input data analyzed by the trading advisors.~~policies;

·	weather and climate conditions;

·	changing supply and demand relationships;

·	changes in balances of payments and trade;

·	U.S. and international rates of inflation; and

·	changes in philosophies and emotions of market participants.

The trading advisors’ technical trading methods may not take account of these factors except as they may be reflected in technical input data analyzed by the trading advisors.

In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and this intervention may cause these markets to move rapidly.

Options are volatile and inherently leveraged, and sharp movements in prices could ~~affect~~cause Altin:Fund to incur large losses.

Altin:Fund may use options on futures contracts, forward contracts or on commodities to generate premium income or speculative gains. Options involve risks similar to futures, because options are subject to sudden price movements and are highly leveraged, in that payment of a relatively small purchase price, called a premium, gives the buyer the right to acquire an underlying futures contract, forward contract or commodity that has a face value substantially greater than the premium paid. The buyer of an option risks losing the entire purchase price of the option. The writer, or seller, of an option risks losing the difference between the purchase price received for the option and the price of the futures contract, forward contract or commodity underlying the option that the writer must purchase or deliver upon exercise of the option. Options, however, also have some different risks than futures. Successful options trading requires a trader to accurately assess near-term market volatility because that volatility is immediately reflected in the price of outstanding options. Correct assessment of market volatility can often be of greater significance in trading options on futures than it is in many long-term futures strategies where volatility does not have as great an effect on the price of a futures contract. In both types of transactions, there is no limit on the potential loss. Specific market movements of the futures contracts, forward contracts or commodities underlying an option cannot be accurately predicted. In addition, over-the-counter options present risks in addition to those associated with exchange traded options, as discussed immediately below.

Options on futures contracts, forward contracts and commodities are leveraged instruments. Altin:Fund may use substantial leverage when trading, which could result in immediate and substantial losses. For example, if 10% of the face value of a contract is deposited as margin for that contract, a 10% decrease in the value of the contract would cause a total loss of the margin deposit. A decrease of more than 10% in the value of the contract would cause a loss greater than the amount of the margin deposit.22

~~Exchanges~~buyer of ~~futures~~an option risks losing the entire purchase price of the option. The writer, or seller, of an option risks losing the difference between the purchase price received for ~~physicals~~the ~~may~~option ~~adversely~~and ~~affect~~the ~~performance~~price of the futures contract, forward contract or commodity underlying the option that the writer must purchase or deliver upon exercise of the option. Options, however, also have some different risks than futures. Successful options trading requires a trader to accurately assess near-term market volatility, because that volatility is immediately reflected in the price of outstanding options. Correct assessment of market volatility can often be of greater significance in trading options on futures than it is in many long-term futures strategies where volatility does not have as great an effect on the price of a futures contract. In both types of transactions, there is no limit on the potential loss. Specific market movements of the futures contracts, forward contracts or commodities underlying an option cannot be accurately predicted. In addition, over-the-counter options present risks in addition to those associated with exchange traded options, as discussed immediately below.

~~Certain~~Options ofon ~~the~~futures ~~trading~~contracts, ~~advisors~~forward ~~may~~contracts ~~engage~~and incommodities ~~exchanges~~are ofleveraged ~~futures for physicals for client accounts~~instruments. Altin:Fund Anmay ~~exchange~~use ofsubstantial ~~futures~~leverage ~~for~~when ~~physicals~~trading, iswhich acould ~~transaction~~result ~~permitted under the rules of many futures exchanges~~ in ~~which~~immediate ~~two~~and ~~parties~~substantial ~~holding~~losses. For ~~futures positions may close out their positions without making an open~~example, ~~competitive~~if ~~trade~~10% onof the ~~exchange.~~face ~~Generally,~~value ~~the holder~~ of a ~~short~~ futures ~~position~~contract ~~buys~~is ~~the~~deposited ~~physical~~as ~~commodity,~~margin ~~while~~for ~~the~~that ~~holder~~contract, of a ~~long~~10% ~~futures~~decrease ~~position~~in ~~sells~~ the ~~physical~~value ~~commodity.~~of ~~The~~the ~~prices~~contract atwould ~~which~~cause ~~such~~a ~~transactions~~total ~~are~~loss ~~executed~~of ~~are negotiated between~~ the ~~parties~~margin deposit. A Ifdecrease aof ~~trading~~more ~~advisor~~than ~~engaging~~10% in ~~exchanges~~the value of ~~futures~~the ~~for~~contract ~~physicals~~would ~~were~~cause ~~prevented from such trading as~~ a ~~result~~loss ofgreater ~~regulatory~~than ~~changes, then~~ the ~~performance~~amount of ~~client~~the ~~accounts~~margin ~~of such trading advisor could be adversely affected~~deposit.

Trading in commodity interests is a zero-sum economic activity, unlike stocks and bonds, and may subject Altin:Fund to losses in those transactions.

Trading in commodity interests is a zero-sum economic activity in which for every gain there is an equal and offsetting loss, disregarding transaction costs. This distinguishes it from a typical stock or bond investment, where there is an expectation of, in the case of bonds, constant yields, or, in the case of equity, participation over time in general economic growth. Altin:Fund may incur major losses while stock and bond prices rise substantially in a prospering economy.

Exchanges of futures for physicals transactions are not currently regulated in the same manner as futures contracts, which allows negotiation and competitive factors to control; if such transactions were to become so regulated, Altin:Fund’s performance could be adversely affected by restricting or prohibiting Altin:Fund from achieving a potentially more competitive price.

Certain of the trading advisors may engage in exchanges of futures for physicals for client accounts. An exchange of futures for physicals is a transaction permitted under the rules of many futures exchanges in which parties holding futures positions may close out their positions without making an open, competitive trade on the exchange. Generally, the holder of a short contract agrees to sell the physical commodity in the future at a specified price, while the holder of a long contract agrees to buy the physical commodity in the future at a specified price. The prices at which such transactions are executed are negotiated between the parties and may not be as favorable as could have been achieved in a traditional market-based transaction. If a trading advisor engaging in exchanges of futures for physicals were prevented from such trading as a result of regulatory changes, then the performance of client accounts of such trading advisor could be adversely affected, either because of regulations prohibiting exchange for futures transactions altogether, or restricting how favorable or unfavorable a price a trading advisor could get in a negotiated transaction.

Cash flow needs may cause certain trading activities to be terminated prematurely, which could result in a substantial loss.

The trading advisors may trade options on futures. Futures contract gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short term cash flow needs. If this occurs during an adverse move in a spread or straddle relationship, then a substantial loss could occur.

~~The trading advisors may enter into swap and similar transactions.~~23

although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs. If this occurs during an adverse move in a spread or straddle relationship, then a substantial loss could occur.

The trading advisors may enter into swap and similar transactions, which are less regulated and may subject Altin:Fund to increased losses on those transactions.

Swap contracts are not traded on exchanges and are not subject to the same type of government regulation as exchange markets. As a result, many of the protections afforded to participants on organized exchanges and in a regulated environment are not available in connection with these transactions.

The swap markets are "“principals'’ markets,"” in which performance with respect to a swap contract is the responsibility only of the counterparty to the contract, and not of any exchange or clearinghouse. As a result, Altin:Fund is subject to the risk of the inability or refusal to perform with respect to swap contracts on the part of the counterparties with which the trading advisors trade. There are no limitations on daily price movements in swap transactions. Speculative position limits are not applicable to swap transactions, although the counterparties with which the trading advisors trade may limit the size or duration of positions available to the trading advisors as a consequence of credit considerations. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade. Participants could refuse to quote prices for swap contracts or quote prices with an unusually wide spread between the price at which they are prepared to buy and the price at which they are prepared to sell.

Over-the-counter transactions are subject to little, if any, regulation and may be subject to the risk of counterparty default causing Altin:Fund to have little or no alternatives to recoup losses, or to incur significant losses in the event of trading abuses or financial failure by other participants.

A portion of Altin:Fund'’s assets may be used to trade over-the-counter commodity interest contracts, such as forward contracts, option contracts in foreign currencies and other commodities or spot contracts. Over-the-counter contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks and other institutions and are essentially unregulated by the CFTC. Therefore, ~~You~~Altin:Fund ~~therefore~~will do not receive the protection of CFTC regulation or the statutory scheme of the CEA in connection with this trading activity by Altin:Fund. Because trading in the forward markets is not regulated, there may be less regulatory supervision of trade pricing and other trading activities in such markets. Pricing of forward contracts is also done through negotiation with the counterparty and is not standardized on a regulated exchange. The markets for over-the-counter contracts rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. The lack of regulation in these markets could expose Altin:Fund in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.

Altin:Fund in certain circumstances to significant losses in the event of trading abuses or financial failure by participants.

Altin:Fund also faces the risk of non-performance by the counterparties to the over-the-counter contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. Dealers in forward contracts and related options on futures are not regulated by the CEA and are not obligated to segregate customer funds. As a result, there will be greater counterparty credit risk in these transactions. Counterparty risk has recently intensified as evidenced by the recent failure of Bear Sterns, bankruptcy of Lehman Brothers Holdings and the ongoing disruptions in the credit markets. The FCM, clearing organization or other counterparty may not be able to meet its obligations to Altin:Fund, in which case Altin:Fund could suffer significant losses on these contracts.

~~Certain of Altin:Fund's investments could be illiquid.~~24

Certain of Altin:Fund’s ~~may~~investments ~~not~~could ~~always~~ be able to liquidate its commodity interest positions at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. Although the trading advisors selected by the general partner generally will purchase or sell actively traded contracts where last trade price information and quoted prices are readily availableilliquid, ~~the prices at~~ which ~~a purchase or sale occur~~ may ~~differ~~cause from the prices expected, such as when there is a delay between receiving a quote and executing a trade. A market disruption, such as a foreign government taking political actions that disrupt the market in its currency or in a major ~~export,~~losses ~~can also make it difficult~~ to ~~liquidate a position~~investors. Alternatively, limits imposed by futures exchanges or other regulatory organizations, such as speculative position limits and daily price fluctuation limits, may contribute to a lack of liquidity with respect to some commodity interests.

~~Unexpected~~Altin:Fund ~~market illiquidity~~ may ~~cause~~not ~~major~~always ~~losses~~be able to ~~investors~~liquidate its commodity interest positions at ~~any~~the ~~time~~desired orprice. It ~~from~~is ~~time~~difficult to ~~time.~~execute ~~The~~a ~~large~~trade ~~face~~at ~~value~~a ofspecific ~~the~~price ~~positions~~when ~~that~~there ~~the~~is ~~trading~~a ~~advisors~~relatively ~~will~~small ~~acquire~~volume ~~for~~of ~~Altin:Fund~~buy ~~increases~~and ~~the~~sell ~~risk~~orders ofin ~~illiquidity~~a bymarket. Even ~~both~~in ~~making~~markets ~~its~~where ~~position~~last ~~more~~trade ~~difficult~~price toinformation ~~liquidate~~and atquoted ~~favorable~~prices are readily available, the prices ~~and~~at ~~increasing~~which a purchase or sale occur may differ from the ~~losses~~prices ~~incurred~~expected, ~~while~~such ~~trying~~as towhen dothere sois a delay between receiving a quote and executing a trade. A Inmarket ~~addition~~disruption, ~~unexpected~~such ~~market~~as ~~illiquidity~~a ~~has~~foreign ~~caused~~government ~~major~~taking ~~losses~~political ~~for~~actions ~~some~~that ~~traders~~disrupt the market in ~~recent~~its ~~years~~currency or in ~~such~~a ~~market~~major ~~sectors~~export, can also make it difficult to liquidate a position. Alternatively, limits imposed by futures exchanges or other regulatory organizations, such as ~~emerging~~speculative ~~markets~~position limits and ~~mortgage-backed~~daily ~~securities~~price fluctuation limits, may contribute to a lack of liquidity with respect to some commodity interests.

~~New~~Under ~~exchange-traded~~certain ~~commodity~~market ~~interest contracts~~conditions, ~~including~~Altin:Fund ~~security~~may ~~futures,~~find ~~are~~it ~~characterized~~difficult byor impossible to liquidate a ~~higher~~position. Unexpected ~~degree~~market illiquidity may cause major losses to investors at any time or from time to time. If a trading advisor enters into a large position, the risk of illiquidity may be increased by both making its position more difficult to liquidate at favorable prices and ~~volatility~~increasing the losses incurred while trying to do so. In addition, ~~which~~unexpected ~~may~~market ~~subject~~illiquidity ~~investors~~has caused major losses for some traders in ~~those~~recent ~~contracts~~years toin ~~increased~~such ~~losses~~market sectors as emerging markets and mortgage-backed securities.

~~Certain~~New ~~trading~~exchange-traded ~~advisors~~commodity ~~may~~interest ~~trade newly developed futures~~ contracts, including ~~without limitation,~~ security futures ~~contracts. Traditionally~~, ~~only~~are ~~those~~characterized ~~commodity interest contracts approved~~ by ~~the~~a ~~CFTC~~higher ~~may~~degree ~~be traded on U.S. futures exchanges. Likewise, foreign regulatory authorities are typically required to authorize the trading~~ of ~~new~~illiquidity ~~commodity~~and ~~interest contracts on foreign exchanges. Periodically~~volatility, ~~the~~which ~~CFTC or other foreign regulatory authorities~~ may ~~designate~~subject ~~additional~~investors ~~contracts as approved contracts. If any of the trading advisors determines that it is appropriate~~ to ~~trade~~increased ~~in a new contract, they may do so~~losses. Because these contracts will be new, the trading strategies of the trading advisors may not be applicable to, or advisable for, these contracts. The markets in new contracts, moreover, have been historically both illiquid and highly volatile for some period of time after the contract begins trading. These contracts therefore present significant risk potential.

~~The~~Certain ~~above~~trading ~~risks~~advisors ~~are~~may ~~particularly~~trade ~~applicable~~newly todeveloped ~~the markets for security~~ futures contracts~~. Security futures contracts are a new class of financial instruments that allow~~, ~~for~~including ~~the~~without ~~first time in the United States~~limitation, ~~the~~security ~~trading of~~ futures contracts ~~on individual U~~.S. The ~~equity~~markets ~~securities or on narrow-based stock indices, which are indices made up of a small group of stocks that allow an investor to take a position~~ in anew ~~concentrated area of the equities market. Security futures~~ contracts have ~~only~~ been ~~trading~~historically inboth ~~the~~illiquid ~~United States since November 2002,~~ and ~~the~~highly ~~markets~~volatile for ~~these~~some ~~contracts~~period ~~generally~~of ~~have~~time ~~been~~after ~~characterized~~the bycontract ~~very~~begins ~~limited volumes when compared to futures markets generally~~trading. These ~~As a result, a trading advisor that trades security futures~~ contracts ~~could~~therefore atpresent ~~times~~significant ~~find~~risk ~~it difficult to buy or sell a security futures contract at a favorable price, which could result in losses to Altin:Fund~~potential.

~~Certain~~The ofabove ~~the~~risks ~~trading~~are ~~advisors~~particularly ~~may~~applicable ~~purchase~~to ~~and~~the ~~sell~~markets ~~single~~for ~~stock~~security futures contracts. Security ~~and~~futures ~~other~~contracts ~~security~~are ~~futures~~a ~~products.~~new Aclass ~~single~~of ~~stock~~financial ~~future~~instruments ~~obligates~~that allows, the ~~seller~~trading toof ~~deliver~~futures ~~(and~~contracts ~~the~~on ~~purchaser~~individual toU.S. ~~take~~equity ~~delivery~~securities or on narrow-based stock indices, which are indices made up of) a ~~specified~~small ~~equity~~group ~~security~~of tostocks ~~settle~~that ~~the~~allow ~~futures~~an ~~transaction.~~investor ~~Other~~to ~~security~~take ~~futures~~a ~~products~~position ~~include~~in ~~"narrow-based"~~a ~~stock~~concentrated ~~index~~area of the equities market. Security futures contracts (have only been trading in ~~general,~~the ~~contracts~~U.S. ~~based~~since onNovember 2002, and the ~~value~~markets offor ~~nine~~these orcontracts ~~fewer~~generally ~~securities~~have inbeen acharacterized ~~specific~~by ~~market~~very orlimited ~~industry~~volumes ~~sector,~~when ~~such~~compared asto ~~energy~~futures markets generally. As a result, ~~health~~a ~~care~~trading oradvisor ~~banking)~~that ~~and~~trades security futures contracts ~~based~~could onat ~~exchange-traded~~times ~~funds~~find ~~that~~it ~~are~~difficult ~~designed~~ to ~~track~~buy ~~the~~or ~~value~~sell ofa ~~broader~~security ~~stock~~futures ~~market~~contract ~~indices~~at ~~(such~~a asfavorable ~~the~~price, ~~Dow~~which ~~Jones~~could ~~Industrial~~result ~~Average~~in orlosses ~~the~~ to Altin:Fund.

~~NASDAQ~~Investment ~~100~~in ~~Index).~~precious ~~Single~~metals ~~stock~~is ~~futures~~volatile and other security futures products are relatively illiquid and trade on a limited number of exchanges. The margin required with respect to single stock futures (usually at least 20% of the face value of the contract) generally is higher than the margin required with respect to other types of futures contracts (in some cases as low as 2% of the face value of the contract). The resulting lower level of leverage available to the trading advisors with respect to security futures products may adversely affect ~~Altin:Fund's~~the performance. Security futures products are typically traded on electronic trading platforms and are subject to risks related to system access, varying response time, security and system or component failure. In addition, although the FCMs will be required to segregate each class of units' trades, positions and funds from those of each FCM itself as required by CFTC regulations, the insurance provided to securities customers by the Securities Investor Protection Corporation will not be applicable to Altin:Fund~~'s security futures positions because SIPC protection does not apply to futures accounts~~.

~~Investments~~The general partner anticipates investing a portion of Altin:Fund’s assets in ~~money~~physical ~~market~~precious ~~instruments~~metals. The orvalue ~~commercial~~of ~~paper~~precious metals is volatile and may befluctuate ~~subject~~significantly toover ~~credit~~time, based on numerous factors including supply and ~~market~~demand ~~risk~~among collectors and political and economic conditions. Therefore, the price at which Altin:Fund sells metals may not be the same as the price at which Altin:Fund purchased those metals.

The general partner may invest a certain portion of Altin:Fund's assets in money market instruments or commercial paper. Investments in money market instruments and commercial paper are subject to both credit risk and market risk. Credit risk is the risk that the default of an issuer would leave Altin:Fund with unpaid interest and/or principal. Market risk is the risk that the market value of an investment may move down due to changes in the economy and/or market confidence, at times rapidly or unpredictably.25

~~Investment~~The lack of regulation over and potential for limited liquidity of Altin:Fund’s investments in ~~precious~~pooled ~~metals~~investment isvehicles ~~volatile~~may adversely affect the performance of Altin:Fund.

~~The~~Altin:Fund ~~general~~may ~~partner~~invest ~~anticipates~~in ~~investing~~partnerships, aprivate ~~portion~~placements ofor ~~Altin:Fund's~~similar ~~assets~~investment ~~in physical precious metals~~vehicles. These ~~The~~investment ~~value~~vehicles ofmay ~~precious~~be ~~metals~~unregistered isvehicles ~~volatile~~or ~~and~~ may ~~fluctuate~~be ~~significantly~~operated ~~over~~by ~~time,~~entities ~~based~~not onrequired ~~numerous~~to ~~factors~~be ~~including~~registered ~~supply~~by ~~and~~federal ~~demand~~or ~~among~~state ~~collectors~~regulations. Additionally, ~~and~~these ~~political~~investment ~~and~~vehicles ~~economic~~may ~~conditions.~~require ~~Therefore,~~a ~~the~~“lock-up” ~~price~~period atthat ~~which~~will inhibit Altin:Fund’s ~~sells~~ability ~~metals~~to ~~may~~redeem ~~not~~all beor ~~the~~a ~~same~~portion asof its assets from the ~~price~~investment. These atinvestment ~~which~~vehicles may invest in speculative instruments that are highly illiquid thereby inhibiting Altin:Fund’s ~~purchased~~ability ~~those~~to ~~metals~~redeem its investment in a quick fashion, which may adversely affect the performance of Altin:Fund.

~~Some~~Trading ~~investments~~in ~~may~~international bemarkets ~~subject~~exposes Altin:Fund to ~~little,~~credit ifand ~~any~~regulatory risk, ~~oversight~~which could reduce the profit and/or ~~regulation~~increase the loss earned on trades made by Altin:Fund in such markets.

A substantial portion of Altin:Fund’s ~~will~~trades ~~initially~~are ~~invest~~expected into ~~investment~~take ~~platforms~~place ~~and~~on ~~may~~markets ~~also~~or ~~invest~~exchanges inoutside ~~other~~the ~~partnerships~~U.S. There oris ~~similar~~no ~~investment~~limit ~~vehicles.~~to ~~These~~the ~~investment~~amount ~~vehicles~~of Altin:Fund assets that may be ~~unregistered~~committed ~~vehicles~~to ortrading ~~may~~on benon-U.S. ~~operated~~markets. The byrisk ~~entities~~of ~~not~~loss ~~required~~in totrading benon-U.S. ~~registered~~futures byand ~~federal~~options oron ~~state~~futures ~~regulations~~contracts can be substantial. Participation ~~Additionally,~~in ~~these~~non-U.S. ~~investment~~futures ~~vehicles~~and ~~may~~options ~~require~~on afutures ~~"lock-up"~~contracts ~~period~~involves ~~that~~the ~~will~~execution ~~inhibit~~and ~~Altin:Fund's~~clearing ~~ability~~of trades on, or subject to ~~redeem~~the ~~all~~rules orof, a ~~portion~~foreign board of ~~its~~trade ~~assets~~or ~~from~~exchange. Some of these non-U.S. markets, in contrast to the ~~investment~~U.S. ~~These~~exchanges, ~~investment~~are ~~vehicles~~so-called ~~may~~principals’ ~~invest~~markets in ~~speculative~~which ~~instruments~~performance ~~that~~is ~~are~~the ~~highly~~responsibility ~~illiquid~~only ~~thereby~~of ~~inhibiting~~the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or FCM. In these types of markets, Altin:Fund's ~~ability~~will be subject to ~~redeem~~the ~~its~~risk ~~investment~~of inbankruptcy aor ~~quick~~other ~~fashion~~failure or refusal to perform by the counterparty.

~~The~~Some ~~units~~non-U.S. markets present additional risk because they are not subject to ~~restrictions~~the onsame ~~redemption~~degree of regulation as their U.S. counterparts. None of the CFTC, NFA or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution, delivery and ~~transfer~~clearing of transactions, nor has any of them the power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as Altin:Fund in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, Altin:Fund has less legal and regulatory protection than it does when it trades domestically.

An investment in the units offers limited investment liquidity. There is not likely to be a secondary market for the units. While the units have redemption rights, there are restrictions. Redemptions can occur only monthly, and the general partner must receive your request for redemption at least fifteen (15) calendar days before the end of the month in which redemption is requested. Your right to receive payment on a redemption of units is not absolute and is dependent upon Altin:Fund having sufficient assets to pay its liabilities on the redemption date. Transfers of units are permitted only with the prior written consent of the general partner and provided that conditions specified in the limited partnership agreement are satisfied.

An investment in Altin:Fund may not diversify an overall portfolio.

Historically, managed futures have been generally non-correlated to the performance of other asset classes, such as stocks or bonds. Non-correlation means that there is no statistically valid relationship between the performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand. Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other. Because of non-correlation, Altin:Fund can not be expected to be automatically profitable during unfavorable periods for the stock market or vice versa. If, however, during a particular period of time, Altin:Fund's performance moves in the same general direction as the general financial markets or Altin:Fund does not perform successfully, you will obtain little or no diversification benefits during that period from an investment in the units. In such a case, Altin:Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in Altin:Fund at the same time losses on your other investments are in-

creasing. You should therefore not consider Altin:Fund to be a hedge against losses in your core stock and bond portfolios.

Trading in international markets exposes Altin:Fund to credit and regulatory risk.

A substantial portion of Altin:Fund's trades are expected to take place on markets or exchanges outside the United States. There is no limit to the amount of Altin:Fund assets that may be committed to trading on non-U.S. markets. The risk of loss in trading non-U.S. futures and options on futures contracts can be substantial. Participation in non-U.S. futures and options on futures contracts involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade or exchange. Some of these non-U.S. markets, in contrast to the U.S. exchanges, are so-called principals' markets in which performance is the responsibility only of the individual counterparty with whom the trader has entered into a commodity interest transaction and not of the exchange or FCM. In these types of markets, Altin:Fund will be subject to the risk of bankruptcy or other failure or refusal to perform by the counterparty.

Some non-U.S. markets present additional risk, because they are not subject to the same degree of regulation as their U.S. counterparts. None of the CFTC, NFA or any domestic exchange regulates activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, nor has the power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. Similarly, the rights of market participants, such as Altin:Fund in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, Altin:Fund has less legal and regulatory protection than it does when it trades domestically.

Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to any one of these variables could reduce the profit or increase the loss earned on trades in the affected international markets.

~~Altin:Fund's~~Finally, ~~international~~Some ~~trading~~non-U.S. ~~activities~~exchanges ~~subject~~also itmay tobe ~~foreign~~in ~~exchange~~a ~~risk~~more developmental stage so that prior price histories may not be indicative of current price dynamics.

Altin:Fund’s international trading activities subject it to foreign exchange risk, which could subject Altin:Fund to losses.

The price of any non-U.S. futures, options or other commodity interest contract and, therefore, the potential profit and loss on such contract, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised. As a result, changes in the value of the local currency relative to the U.S. dollar may cause losses to Altin:Fund even if the contract traded is profitable.

~~Altin:Fund's international trading may expose it to losses resulting from non-U.S. exchanges that are less developed or reliable than U.S. exchanges.~~26

Some non-U.S. exchanges also may be in a more developmental stage so that prior price histories may not be indicative of current price dynamics. In addition, Altin:Fund may not have the same access to certain positions on foreign trading exchanges as do local traders, and the historical market data on which the trading advisors base their strategies may not be as reliable or as accessible as it is in the United States.

The declining value of the U.S. dollar could subject Altin:Fund to losses.

The general partner has a practice of sweeping foreign funds into U.S. funds twice a month. Due to the decreasing value of the U.S. dollar compared to the value of foreign currencies, such a practice could result in Altin:Fund incurring losses.

Trading in commodity interests is a zero sum economic activity, unlike stocks and bonds.

Difficulty liquidating positions may subject Altin:Fund to losses.

Under certain market conditions, Altin:Fund may find it difficult or impossible to liquidate a position. This can occur, for example when a currency is deregulated or fixed trading bands are widened. Potential currencies include, but are not limited to the Thai Baht, South Korean Won, Malaysian Ringitt, Brazilian Real, and the Hong Kong Dollar. Altin:Fund does not expect to be in these particular currencies however, there is no limit in the future should Altin:Fund decide to engage in trading these currencies.

Lack of a central market place for FOREX trading could affect Altin:Fund's ability to receive a fair price.

Unlike regulated futures exchanges, in the retail off-exchange FOREX market, there is no central marketplace with many buyers and sellers. The FCM or FOREX dealer determines the execution price, so Altin:Fund will be relying on the FCM's integrity for a fair price.

FOREX trading is highly leveraged and could cause Altin:Fund to incur huge losses.

The high degree of leverage that is often obtainable in off-exchange FOREX trading can work against Altin:Fund as well as for Altin:Fund. For example, Altin:Fund expects to begin trading an account using up to 100:1 leverage, however, it is expected that on the average Altin:Fund's use of leverage will be between 3:1 to 6:1 leverage. Under the highest level of leverage of 100:1 an investment of $10,000 can control as much as $1,000,000 in a particular currency being bought or sold. Therefore, a small swing in the markets can lead to large losses as well as gains via the use of leverage. For example, a .10% upward swing of the positions held in the account may multiply into $1,000 profit, a .10% downward swing multiplies into a $1,000 loss. It should be noted though that pursuant to the FCM's internal trading controls and the FOREX trading mechanisms, an account is not expected to lose more money than it has in the account as the FCM will begin reducing exposure automatically as the account value drops. For example, if an account starts with $10,000 and is leveraged at 100:1, the notional value of the transactions being traded is $1,000,000. If the account's cash value drops to $9,000 due to trading losses, the notional value of the transactions being traded will be $900,000. Altin:Fund will not be asked or required to deposit more money into its account (i.e., $1,000) to bring the cash level back to $10,000 to maintain the $1,000,000 trading level, although Altin:Fund is free to do so. However, there is no guarantee that these controls will work in Altin:Fund's favor and it is possible Altin:Fund may experience a debit in the trading account. It should be noted that Altin:Fund can lose its entire investment plus any profits it had previously earned and reinvested.

Lack of daily price limits in the off-exchange FOREX markets could result in unusually large spreads, causing Altin:Fund to incur losses.

Trading in the interbank markets differs from trading in futures or futures options in a number of ways that may create additional risks. For example, there are no limitations on daily price moves in most currency markets. In addition, the principals who deal in interbank markets are not required to continue to make markets. There have been periods during which certain participants in interbank markets have refused to quote prices for interbank trades or have quoted prices with unusually wide spreads between the price at which transactions occur.

FOREX trading is highly volatile and could result in Altin:Fund incurring large losses.

Currency prices are highly volatile. Price movements for currencies are influenced by, among other things: changing supply-demand relationships; trade, fiscal, monetary, exchange control programs and policies of governments; ~~United~~U.S. ~~States~~ and foreign political and economic events and policies; changes in national and international interest rates and inflation; currency devaluation; and sentiment of the ~~market place~~marketplace. None of these factors can be controlled by Altin:Fund and its trading advisor and no assurance can be given that Altin:Fund'’s investments in FOREX will result in profitable trades for Altin:Fund or that Altin:Fund will not incur losses from such events. FOREX trading is highly leveraged and Altin:Fund may sustain a total loss of the initial margin funds and any additional funds that Altin:Fund deposits with its broker to establish or maintain its position. If the market moves against Altin:Fund'’s position, Altin:Fund may be called upon by its broker to deposit additional margin funds, on short notice, in order to maintain positions. If Altin:Fund does not provide the additional required funds within the prescribed time, its positions may be liquidated at a loss, and Altin:Fund would be liable for any resulting deficit in ~~hits~~its account.

Trading Risks

Altin:Fund will be highly leveraged, which means that sharp declines in price could lead to large losses.

Because the amount of margin funds necessary to be deposited with a clearing broker to enter into a futures or forward contract position is typically about 2.0% to 10% of the total value of the contract, the general partner can hold positions in Altin:Fund'’s account with face values equal to several times Altin:Fund'’s net assets. The general partner generally intends to allocate about 20% of its assets to trading at any given time although, from time to time, the general partner may allocate a greater percentage of assets to trading. The ratio of margin to equity is typically 8% to 15%, but can range from 5% to 25%. or such higher amounts if the general partner allocates a greater percentage of assets to trading. As a result of this leveraging, even a small movement in the price of a contract can cause major losses. Any purchase or sale of a futures or forward contract may result in losses that substantially exceed the amount invested in the contract. For example, if $2,200 in margin is required to hold one U.S. Treasury bond futures contract with a value of $100,000, a $2,200 decrease in the value of that contract could, if the contract is then closed out, result in a complete loss of the margin deposit, not even taking into account deductions of fees and/or commissions. Severe short-term price decreases could, therefore, force the liquidation of open positions with large losses.

~~There~~Trading ~~are disadvantages to making trading~~ decisions based on technical analysis may result in unprofitable transactions or cause Altin:Fund to incur losses.

Most of ~~the~~Altin:Fund’s trading advisors base their trading decisions primarily on trading strategies that use mathematical analysis of technical factors relating to past market performance. The buy and sell signals generated by asuch technical, trend-following trading strategy are derived from a study of actual daily, weekly and monthly price fluctuations, volume variations and changes in open interests in the markets. The profitability of any technical, trend-following trading strategy depends upon the occurrence in the future of significant, sustained price moves in some of the markets traded. A danger for trend-following traders is whip-saw markets, that is, markets in which a potential price trend may start to develop but reverses before an actual trend is realized. A pattern of such starts may generate repeated exit and entry signals in technical systems, resulting in unprofitable transactions. In the past, there have been prolonged periods without sustained price moves. Presumably these periods will continue to occur. Periods without sustained price moves may produce substantial losses for trend-following trading strategies. Further, any factor that may lessen the prospect of these types of moves in the future, such as ~~increased governmental control of, or participation in, the relevant markets, may reduce the prospect that any trend-following trading strategy will be profitable in the future.~~

~~There are disadvantages to making trading decisions based on fundamental analysis.~~27

~~Occasionally~~increased ~~certain~~governmental control of, ~~the trading advisors will base their decisions on trading strategies which utilize in whole~~ or inparticipation part fundamental analysis of underlying market forces. Fundamental analysis attempts to examine factors external to the trading market which affect the supply and demand for a particular commodity interest in, order to predict future prices. Such analysis may not result in profitable trading because certain trading advisors may not have knowledge of all factors affecting supply and demand or may incorrectly interpret the ~~information~~relevant ~~it does have. Furthermore~~markets, ~~prices~~ may ~~often~~reduce ~~be affected by unrelated or unexpected factors and fundamental analysis may not enable~~ the ~~trader~~prospect ~~to determine whether its previous decisions were incorrect in sufficient time to avoid substantial losses. In addition, fundamental analysis assumes~~ that ~~commodity~~any ~~markets are inefficient~~ trend-following ~~i.e.,~~trading ~~that~~strategy ~~commodity~~will ~~prices~~be doprofitable ~~not~~in ~~always~~the ~~reflect all available information - which some market analysts dispute~~future.

~~The~~Trading ~~risk~~decisions ~~management~~based ~~approaches~~on offundamental ~~one~~analysis orare ~~all~~subject ofto ~~the~~unexpected ~~trading~~factors ~~advisors~~which ~~may~~can ~~not~~adversely beimpact ~~fully effective~~performance.

~~The~~Occasionally ~~mechanisms~~certain ~~employed~~of bythe ~~each~~ trading ~~advisor~~advisors towill ~~monitor~~base ~~and~~their ~~manage~~decisions ~~the~~on ~~risks~~trading ~~associated~~strategies ~~with~~which ~~its~~utilize ~~trading~~in ~~activities~~whole onor ~~behalf~~in ofpart ~~Altin:Fund~~fundamental ~~may~~analysis ~~not~~of ~~succeed~~underlying inmarket ~~mitigating~~forces. Fundamental ~~all~~analysis ~~identified~~attempts ~~risks.~~to ~~For~~examine ~~example,~~factors ~~even~~external ifto athe trading ~~advisor~~market ~~utilizes~~which ~~predetermined~~affect ~~stop-loss~~the ~~levels~~supply and demand for a ~~position~~particular ascommodity ~~part~~interest ofin ~~its~~order ~~risk~~to ~~management~~predict ~~approach,~~future ~~such~~prices. Such ~~stop-loss~~analysis ~~orders~~ may not ~~necessarily~~result ~~limit~~in ~~losses,~~profitable ~~since~~trading ~~they~~because ~~become~~certain ~~market~~trading ~~orders~~advisors ~~upon execution. As a result, the order~~ may not behave ~~executed~~knowledge atof ~~the~~all ~~stop-loss~~factors ~~price~~affecting ~~resulting~~supply inand ademand ~~loss~~or inmay ~~excess~~incorrectly ofinterpret the ~~loss~~information ~~that~~they ~~would~~do have. Furthermore, ~~been~~prices ~~incurred~~may ifoften ~~the~~be ~~order~~affected ~~had~~by ~~been~~unrelated ~~executed~~or atunexpected ~~the~~factors ~~stop-loss~~and ~~price.~~fundamental ~~Even~~analysis ifmay anot ~~trading~~enable ~~advisor's~~the ~~risk~~trader ~~management~~to ~~approaches~~determine ~~are~~whether ~~fully~~its ~~effective,~~previous itdecisions ~~cannot~~were ~~anticipate~~incorrect ~~all~~in ~~risks~~sufficient ~~that~~time itto ~~may~~avoid ~~face~~substantial losses. In Toaddition, ~~the~~fundamental ~~extent~~analysis ~~one~~assumes orthat ~~more~~commodity ofmarkets ~~the~~are ~~trading~~inefficient, ~~advisors~~i.e., ~~fails~~that tocommodity ~~identify~~prices ~~and~~do ~~adequately~~not ~~monitor~~always ~~and~~reflect ~~manage~~ all ofavailable ~~the risks associated with its trading advisors~~information, ~~Altin:Fund~~which ~~may~~some ~~sustain~~market ~~losses~~analysts dispute.

~~Increased~~The ~~competition~~risk ~~from~~management ~~other~~approaches ~~systematic~~of ~~and~~one ~~technical~~or all of the trading ~~systems~~advisors ~~could~~may ~~reduce~~not be fully effective, causing Altin:Fund to incur losses as the trading advisors' ~~profitability~~implement such approaches.

~~There~~The ~~has~~mechanisms ~~been~~employed aby ~~dramatic~~each ~~increase~~trading ~~over~~advisor ~~the~~to ~~past~~monitor ~~quarter~~and ~~century~~manage in the ~~amount~~risks ofassociated ~~assets~~with ~~managed~~its ~~by systematic and technical~~ trading ~~systems~~activities ~~like~~on ~~that~~behalf of ~~the~~Altin:Fund ~~trading~~may ~~advisors.~~not ~~Assets~~succeed in ~~managed~~mitigating ~~futures,~~all ~~for~~identified ~~example, have grown from approximately $300 million in 1980 to over $190 billion in March 2009~~risks. Even ~~This~~if ~~means~~a ~~increased~~ trading ~~competition~~advisor’s ~~among~~risk amanagement ~~larger~~approaches ~~number~~are offully ~~market participants for transactions at favorable prices~~effective, ~~which could operate to~~ the ~~detriment~~trading ofadvisor ~~Altin:Fund,~~cannot byanticipate ~~preventing~~all ~~Altin:Fund~~risks ~~from~~that ~~affecting~~it ~~transactions~~may ~~at its desired price~~face. To Itthe ~~may~~extent ~~become~~one or more ~~difficult~~of ~~for~~the ~~Altin:Fund to implement its~~ trading ~~strategy~~advisors iffails ~~other~~to ~~commodity~~identify ~~trading~~and ~~advisors~~adequately ~~using~~monitor ~~technical~~and ~~systems~~manage ~~are,~~all atof the ~~same~~risks ~~time,~~associated ~~also~~with ~~attempting~~its totrading ~~initiate~~activities, ~~or liquidate commodity interest positions at the same time as~~ Altin:Fund may sustain losses.

~~Discretionary~~Increased ~~decision-making~~competition ~~may~~from ~~result~~other insystematic ~~missed~~and ~~opportunities~~technical ortrading ~~losses~~systems could reduce the trading advisors’ profitability and therefore Altin:Fund’s profitability.

~~Each~~There ofhas ~~the~~been ~~trading~~a ~~advisors'~~dramatic ~~strategies~~increase ~~involves~~over ~~some~~the ~~discretionary~~past ~~aspects~~quarter century in ~~addition~~the toamount ~~their~~of assets managed by systematic and technical ~~factors.~~trading ~~For~~systems ~~example,~~like those of the trading advisors. Assets ~~often~~in ~~use~~managed ~~discretion~~futures, infor ~~selecting~~example, ~~contracts~~have ~~and~~grown ~~markets~~from toapproximately be$300 ~~followed.~~million ~~Discretionary~~in ~~decision~~1980 ~~making~~to ~~may~~over ~~result~~$190 billion in aMarch 2009. This means increased trading ~~advisor's~~competition ~~failing~~among a larger number of market participants for transactions at favorable prices, which could operate to ~~capitalize~~the ondetriment ~~certain~~of Altin:Fund, by preventing Altin:Fund from effecting transactions at its desired price. It ~~trends~~may orbecome ~~making~~more ~~unprofitable~~difficult ~~trades~~for inAltin:Fund ato ~~situation~~implement ~~where~~its ~~another~~trading ~~trader~~strategy ~~relying~~if ~~solely~~other oncommodity atrading ~~systematic~~advisors ~~approach~~using ~~might~~technical ~~not~~systems ~~have~~are, ~~done~~at sothe same time, also attempting to initiate or liquidate commodity interest positions.

~~Speculative~~Discretionary ~~position~~decision-making ~~limits~~may ~~and~~result ~~daily~~in ~~price~~missed ~~fluctuation~~opportunities ~~limits~~or ~~may~~losses ~~alter trading decisions~~ for Altin:Fund.

~~The~~Each ~~CFTC~~of ~~and U.S. exchanges have established limits, known as speculative position limits, on~~ the ~~maximum~~trading ~~net~~advisors’ ~~long~~strategies ~~and~~involves ~~short~~some ~~positions~~discretionary ~~that~~aspects ~~any person may hold or control~~ in ~~certain~~addition ~~futures~~to ~~and~~their ~~options~~technical ~~on futures contracts~~factors. For ~~Most exchanges also impose limits~~example, ~~known~~the astrading ~~daily~~advisors ~~limits,~~often onuse ~~the~~discretion ~~amount of fluctuation~~ in ~~certain~~selecting ~~futures~~contracts and ~~options~~markets onto ~~futures~~be ~~contracts in a single trading day~~followed. Discretionary ~~All~~decision-making ~~accounts~~may ~~controlled~~result byin a ~~particular~~ trading advisor’s ~~are~~failing ~~combined for speculative position limit purposes. If positions in those accounts were~~ to ~~approach~~capitalize ~~the~~on ~~level~~certain ofprice ~~the~~trends ~~particular speculative position limit,~~ or ifmaking ~~prices~~unprofitable ~~were~~trades toin ~~approach the level of the daily limit, these limits could cause~~ a ~~modification~~situation ofwhere ~~the~~another ~~particular~~trader ~~trading~~relying ~~advisor's~~solely ~~trading decisions or force liquidation of certain futures or options~~ on ~~futures~~a ~~positions.~~systematic Ifapproach ~~one~~might ornot ~~more~~have ofdone ~~Altin:Fund's trading advisors must take either of these actions, Altin:Fund may be required to forego profitable trades or strategies~~so.

~~Increases~~Speculative inposition ~~assets~~limits ~~under~~and ~~management~~daily ofprice ~~any~~fluctuation oflimits ~~the~~may alter trading ~~advisors~~decisions ~~may~~for ~~affect~~Altin:Fund, ~~trading~~sometimes ~~decisions~~in a negative manner, such as forced liquidation before profit is achieved.

InThe ~~general,~~CFTC ~~none of the trading advisors intends to limit the amount of additional equity of Altin:Fund that it may manage~~ and ~~each will continue to seek major new accounts~~U.S. ~~The~~exchanges ~~more~~have ~~equity~~established ~~a trading advisor manages~~limits, ~~the~~known ~~more~~as ~~difficult~~speculative itposition ~~may~~limits, beon ~~for it to trade profitably because of~~ the ~~difficulty~~maximum ofnet ~~trading~~long ~~larger positions without adversely affecting prices~~ and ~~performance~~short orpositions ofthat ~~managing~~any ~~risk associated with larger positions. Accordingly~~person, ~~future~~other ~~increases~~than ~~in equity under management may require~~ a ~~trading~~bona ~~advisor~~fide tohedger, ~~modify its trading decisions for Altin:Fund or~~ may ~~cause~~hold ~~the general partner to add additional trading advisors either of which could have a detrimental effect on your investment.~~or

~~The use of multiple trading advisors may result in offsetting or opposing trading positions.~~28

~~The~~control ~~use~~in ofcertain ~~multiple~~futures ~~trading~~and ~~advisors~~options ~~may~~on ~~result~~futures contracts. Most exchanges also impose limits, known as daily price limits, on the amount of price fluctuation in ~~developments~~certain orfutures ~~positions~~and ~~that~~options ~~adversely~~on ~~affect~~futures ~~Altin:Fund's~~contracts ~~net~~in ~~asset~~a ~~value~~single trading day. All ~~For~~accounts ~~example,~~controlled ~~because~~by ~~the~~a particular trading ~~advisors~~advisor ~~will~~are becombined ~~acting~~for ~~independently,~~speculative ~~Altin:Fund~~position ~~could~~limit ~~buy~~purposes. If ~~and~~positions ~~sell~~in those accounts were to approach the ~~same~~level ~~futures~~of ~~contract,~~the ~~thereby~~particular ~~incurring~~speculative ~~additional~~position ~~expenses~~limit, ~~but~~or ~~with~~if noprices ~~net~~were ~~change~~to inapproach ~~its~~the ~~holdings.~~level ~~The~~of ~~trading~~the ~~advisors~~daily ~~may~~limit, ~~also~~these ~~compete~~limits ~~from~~could ~~time~~cause toa ~~time,~~modification ~~for~~of the ~~same~~particular ~~trades~~trading advisor’s trading decisions or ~~other~~force ~~transactions,~~or ~~increasing~~prevent ~~the~~liquidation ~~cost~~of tocertain futures or options on futures positions. If one or more of Altin:Fund’s oftrading ~~making~~advisors ~~trades~~were orrequired ~~transactions,~~to ~~causing~~take ~~some~~either of ~~them~~these toactions, Altin:Fund might be ~~foregone~~required ~~altogether~~to forgo profitable trades or strategies.

~~The~~Increases ~~use~~in assets under management of ~~multiple~~any of the trading advisors may ~~require~~affect ~~one~~ trading ~~advisor~~decisions toand ~~fund~~ the ~~margin~~ability ~~requirements~~to ofmanage ~~another~~risk, ~~trading~~causing ~~advisor~~Altin:Fund orto ~~the~~incur ~~funding~~losses, ~~needs~~or ofrequiring Altin:Fund asto aadd ~~whole~~additional trading advisors, which could negatively impact the amount of profits available to investors.

~~Even~~In ~~though~~general, ~~each~~none of the trading ~~advisor's~~advisors ~~margin~~intends ~~requirements~~to ~~ordinarily~~limit ~~will~~the beamount ~~met~~of ~~from~~additional equity of Altin:Fund that ~~trading~~it ~~advisor's~~may ~~allocated~~manage ~~net~~and ~~assets,~~each ~~one~~will continue to seek major new accounts. The more equity a trading advisor ~~may~~manages, ~~incur~~the ~~losses~~more ofdifficult ~~such~~it ~~magnitude~~may ~~that~~be ~~Altin:Fund~~for isit ~~unable~~ to ~~meet~~trade ~~margin~~profitably ~~calls~~because ~~from~~of the ~~allocated~~difficulty ~~net~~of ~~assets~~trading oflarger ~~that~~positions ~~trading~~without ~~advisor.~~adversely Inaffecting ~~this~~prices ~~event~~and performance, ~~AltinFund's~~or ~~FCMs~~of ~~will~~managing ~~require~~risk ~~liquidations~~associated ~~and~~with ~~contributions~~larger ~~from~~positions. Accordingly, ~~the~~future ~~allocated~~increases ~~net~~in ~~assets~~equity ofunder ~~another~~management may require a trading advisor. to modify its trading decisions for Altin:Fund or may ~~also~~cause ~~have~~the general partner to add additional trading advisors, either of which could have a detrimental effect on your investment.

~~direct~~The ause ~~trading~~of ~~advisor~~multiple totrading ~~liquidate~~advisors ~~positions~~may toresult ~~generate~~in ~~funds~~offsetting ~~needed~~or toopposing ~~fund~~trading ~~limited~~positions, ~~partner~~causing ~~redemptions~~Altin:Fund or to ~~permit~~incur ~~the~~losses ~~reallocation~~that ofwill ~~funds~~offset toprofits ~~another~~it ~~trading~~would ~~advisor~~have otherwise attained.

The use of multiple trading advisors' may result in developments or positions that adversely affect Altin:Fund’s net asset value. For example, because the trading ~~programs~~advisors ~~bear~~will ~~some~~be ~~similarities~~acting ~~and~~independently, ~~therefore~~Altin:Fund could buy and sell the same futures contract, thereby incurring additional expenses but with no net change in its holdings. The trading advisors may ~~lessen~~also compete from time to time, for the ~~benefits~~same trades or other transactions, increasing the cost to Altin:Fund of ~~having~~making ~~multiple~~trades ~~trading~~or ~~advisors~~transactions, causing some of them to be forgone altogether.

~~Each~~The ~~trading advisor has, over time, developed and modified the program it will~~ use inof ~~trading~~multiple ~~the units. Nevertheless, the~~ trading advisors' ~~trading~~may ~~programs~~require ~~have~~one ~~some~~trading ~~similarities.~~advisor ~~These~~to ~~similarities~~fund ~~may, in fact, mitigate~~ the ~~positive~~margin ~~effect~~requirements of ~~having~~another ~~multiple~~ trading ~~advisors.~~advisor ~~For~~or ~~example,~~the infunding ~~periods~~needs ~~where~~of ~~one~~Altin:Fund ~~trading~~as ~~advisor experiences~~ a ~~draw-down~~whole, itcausing isAltin:Fund ~~possible that these similarities will cause the other trading advisors~~ to ~~also~~incur ~~experience~~additional ~~a draw-down~~losses.

Even though each trading advisor’s margin requirements ordinarily will be met from that trading advisor’s allocated net assets, one trading advisor may incur losses of such magnitude that Altin:Fund ~~relies~~is onunable to meet margin calls from the allocated net assets of that trading ~~advisors~~advisor. In ~~for~~this ~~success~~event, Altin:Fund’s FCMs will require liquidations and contributions from the allocated net assets of another trading advisor. Altin:Fund may also have to direct a trading advisor to liquidate positions to generate funds needed to fund limited partner redemptions or to permit the reallocation of funds to another trading advisor.

The trading advisors’ ~~for~~trading ~~Altin:Fund~~programs ~~will~~bear ~~make~~some ~~the~~similarities ~~commodity~~and, ~~trading~~therefore, ~~decisions~~may ~~for~~lessen ~~Altin:Fund. Therefore,~~ the ~~success~~benefits of ~~each~~having ~~class~~multiple oftrading ~~units~~advisors ~~largely depends on the judgment~~ and ~~ability~~could ~~and~~increase the ~~trading~~risk ~~advisors. We cannot assure you that a trading advisor's trading for any class~~ of ~~units~~larger ~~will prove successful under all or any market conditions~~losses.

~~The~~Each trading advisor has, over time, developed and modified the program it will use in trading the units. Nevertheless, the trading advisors'’ ~~changes~~trading programs have some similarities. These similarities may, in ~~strategy~~fact, ~~could~~mitigate ~~adversely~~the ~~affect~~positive ~~Altin:Fund~~effect of having multiple trading advisors. For example, in periods

where one trading advisor experiences a draw-down, it is possible that these similarities will cause the other trading advisors also to experience a draw-down.

Altin:Fund relies on the trading advisors for success but has little control over the daily operations of the trading advisors and the methods the trading advisors use to implement their trading strategies, which could potentially result in Altin:Fund incurring losses.

The trading advisors for Altin:Fund will make the commodity trading decisions for Altin:Fund. Therefore, the success of Altin:Fund largely depends on the judgment and ability and the trading advisors. We cannot assure you that a trading advisor’s trading for Altin:Fund will prove successful under all or any market conditions.

The trading advisors’ changes in strategy could adversely affect Altin:Fund.

Each of the trading advisors has the power to expand, revise or alter its trading strategies without prior approval by, or notice to, Altin:Fund. Any such change could result in exposure of the assets of Altin:Fund for which such trading advisor acts as trading advisor to additional risks which may be substantial.

We cannot assure you that the trading advisors or their trading strategies will continually serve Altin:Fund and that Altin:Fund will not suffer losses from the actions of such trading advisors.

We cannot assure you that : (1) any trading advisor, the general partner or Altin:Fund, will not exercise their rights to terminate an advisory agreement under certain conditions; (2) the advisory agreement with any trading advisor, once it expires, will be renewed on the same terms as the current advisory agreement for that trading advisor; or (3) if Altin:Fund retains a new trading advisor, that the new trading advisor will be retained on terms as favorable to Altin:Fund as those negotiated with the previous trading advisor or that the new trading advisor will be required to recoup losses sustained previously before being entitled to receive incentive fees.

Each trading advisor'’s past performance record is inconsistent and achieving profitability (and mitigating loss) from any of the trading advisors is not guaranteed.

The performance records of each trading advisor reflect significant variations in profitability from period to period. Even if such variation did not exist, past performance is not necessarily indicative of and cannot guarantee future profitable trading. The inconsistency of the trading advisors’ trading records could help to moderate the risk to Altin:Fund, in that one trading advisor might have positive performance while at the same time another trading advisor may have negative performance. However, it could also work against Altin:Fund in that all of Altin:Fund’s trading advisors could suffer significant trading losses simultaneously.

Each trading advisor advises other clients and may achieve more favorable results for its other accounts.

Each of the trading advisors currently manages other trading accounts, and each will remain free to manage additional accounts, including its own accounts, in the future. A trading advisor may vary the trading strategies applicable to the units for which it trades from those used for its other managed accounts, or its other managed accounts may impose a different cost structure than that of Altin:Fund. Consequently, the results any trading advisor achieves for the units for which it trades may not be similar to those achieved for other accounts managed by the trading advisor or its affiliates at the same time. Moreover, it is possible that those other accounts managed by the trading advisor or its affiliates may ~~compete with Altin:Fund for the same or similar positions in the commodity interest markets and that those other accounts may make trades at better prices than Altin:Fund.~~

A trading advisor may also have a financial incentive to favor other accounts because the compensation received from those other accounts exceeds, or may in the future exceed, the compensation that it receives from managing Altin:Fund. Because records with respect to other accounts are not accessible to investors in the units, investors will not be able to determine if any trading advisor is favoring other accounts. However, pursuant to the rules and regulations of the NFA, each trading advisor must follow a consistent rule for allocating trades.30

compete with Altin:Fund's for the same or similar positions ~~may~~in bethe ~~concentrated~~commodity ~~from~~interest ~~time~~markets toand ~~time,~~that ~~which~~those ~~may~~other ~~render~~accounts ~~Altin:Fund~~may ~~susceptible~~make totrades ~~larger~~at ~~losses~~better prices than if Altin:Fund ~~was more diversified~~.

~~One~~A ortrading ~~more~~advisor ofmay also have a financial incentive to favor other accounts because the ~~trading~~compensation ~~advisors~~received from those other accounts exceeds, or may ~~from~~in ~~time~~the tofuture ~~time~~exceed, ~~cause~~the compensation that it receives from managing Altin:Fund. Because torecords ~~hold~~with arespect ~~few,~~to ~~relatively~~other ~~large~~accounts ~~positions~~are innot ~~relation~~accessible to ~~its~~investors ~~assets.~~in ~~Consequently~~the units, ainvestors ~~loss~~will innot ~~any~~be ~~such~~able ~~position~~to ~~could~~determine ~~result~~if inany atrading ~~proportionately~~advisor ~~greater~~is ~~loss~~favoring other accounts. However, pursuant to ~~Altin:Fund~~the ~~than~~rules ifand ~~Altin:Fund's~~regulations ~~assets~~of ~~had~~the ~~been~~NFA, ~~spread~~each ~~among~~trading advisor must follow a ~~wider~~consistent ~~number~~rule offor ~~instruments~~allocating trades among its customers.

~~In addition, the general partner may adjust~~ Altin:Fund'’s ~~allocations~~positions ~~among~~may ~~the~~be ~~trading~~concentrated ~~advisors in its discretion~~ from time to time., Atwhich ~~any~~may ~~given~~render ~~time,~~ Altin:Fund ~~may~~susceptible beto ~~invested~~larger inlosses ~~more~~ than ~~the~~if ~~initial number of trading advisors and may even be allocated to one trading advisor. Therefore,~~ Altin:Fund ~~may~~was ~~not~~more be diversified ~~as originally intended or desired~~. ~~The general partner will not inform you when a shift in allocations among the various trading advisors occurs.~~

~~The~~One or more of the trading advisors may ~~use~~from ~~discretion~~time to time cause Altin:Fund to hold a few, relatively large positions in ~~making~~relation ~~trading~~to ~~decisions~~its assets. Consequently, a loss in any such position could result in a proportionately greater loss to Altin:Fund than if Altin:Fund’s assets had been spread among a wider number of instruments.

~~Certain~~In ofaddition, the ~~trading~~general ~~advisors~~partner may ~~occasionally~~adjust ~~use~~Altin:Fund’s ~~discretion~~allocations among the trading advisors in ~~investing~~its ~~the~~discretion ~~assets~~from oftime to time. At any given time, Altin:Fund. Inmay ~~exercising~~be ~~such~~invested ~~discretion,~~in more than the initial number of trading advisors and may ~~take~~even ~~positions~~be ~~opposite~~allocated to ~~those~~one ~~recommended~~trading byadvisor. Therefore, ~~the~~Altin:Fund ~~trading~~may ~~advisors'~~not ~~trading~~be ~~systems~~diversified as originally intended or ~~signals~~desired. The ~~Any~~general ~~use~~partner ofwill ~~such~~not ~~discretion~~inform ~~can~~you ~~involve~~when ~~risk~~a shift in allocations among the various trading advisors occurs.

~~Markets~~The ortrading ~~positions~~advisors may beuse ~~correlated~~discretion in making trading decisions, which could negatively impact the performance of Altin:Fund.

~~Different~~Certain ~~markets~~of ~~traded~~the ortrading ~~individual~~advisors ~~positions held by a class of units~~ may beoccasionally ~~highly~~use ~~correlated~~discretion toin ~~one~~investing ~~another~~the atassets ~~times~~of Altin:Fund. In ~~Accordingly,~~exercising ~~a significant change in one~~ such ~~market~~discretion, orthe ~~position~~trading advisors may ~~affect~~take ~~other~~positions ~~such~~opposite ~~markets~~to orthose ~~positions.~~recommended ~~The~~by the trading advisors’ ~~cannot~~trading ~~always~~systems ~~predict~~or ~~correlation~~signals. Any ~~Correlation~~use ~~may~~of ~~expose~~ such ~~class~~discretion ofcan ~~units~~involve ~~both~~increased ~~to significant~~ risk ~~of loss and significant potential for profit~~.

~~Active~~Markets ~~trading~~or bypositions ~~Altin:Fund~~may ~~could~~be ~~result~~correlated, inwhich ~~increased~~may ~~transaction~~cause ~~costs~~Altin:Fund to ~~investors~~incur significant losses.

~~Altin:Fund~~Different ~~may~~markets ~~engage~~traded inor ~~active~~individual ~~and~~positions ~~frequent~~held ~~trading~~by toAltin:Fund ~~achieve~~may ~~its~~be ~~investment~~highly ~~objective.~~correlated Ifto ~~Altin:Fund~~one ~~does~~another ~~trade~~at ~~this way~~times. Accordingly, ~~Altin:Fund~~a ~~may~~significant ~~incur~~change ~~increased~~in ~~transaction~~one ~~costs,~~such ~~which~~market ~~can~~or ~~lower~~position ~~the~~may ~~actual~~affect ~~return~~other onsuch ~~your~~markets ~~investment~~or positions. The ~~Active~~ trading ~~may~~advisors ~~also~~cannot ~~increase~~always ~~short-term~~predict ~~gains~~correlation. Correlation ~~and~~may ~~losses,~~expose ~~which~~Altin:Fund ~~may~~to ~~affect~~both ~~the~~significant ~~taxes~~risk anof ~~investor~~loss ~~may~~and ~~have~~significant topotential ~~pay~~for profit.

Trend following and pattern recognition can be risky, causing Altin:Fund to incur losses due to failure to react in a timely manner.

Altin:Fund employs several trading advisors, all employing proprietary, systematic trend-following and pattern recognition systems in various forms. Altin:Fund'’s trading advisors aim to exploit the tendency of markets to either trend or exhibit repeated patterns over time through the use of their proprietary systematic trading systems. These systems are strictly adhered to in all market scenarios. Since trend following is a reactive trading strategy rather than a predictive one, positions are entered into or exited from in reaction to price movement; there is no prediction of future price. Pattern recognition looks to predict price movement based on historic repeatable price patterns. If the trend or patterns are not confirmed, the position will be exited on a stop. However, if the trend or patterns are confirmed, positions may be increased depending on the momentum of the trend. Trends or patterns are not generally discovered until they are well established and are not exited from until they are over. Because we do not know which markets will trend or when the trend will begin or whether the patterns will reoccur, the mechanisms are there to identify and capture the developing trends or patterns as they occur. It is the willingness to allow a trend or pattern to run its course and eventually reverse that can lead to gains in any particular market.

~~Termination or replacement of a trading advisor could result in losses to Altin:Fund.~~31

~~Trading~~generally ~~advisors~~discovered ~~are~~until ~~required~~they toare ~~recoup~~well ~~previous~~established ~~trading~~and ~~losses~~are ~~incurred~~not byexited ~~Altin:Fund~~from ~~while~~until ~~the trading advisor is trading for Altin:Fund before~~ they ~~can~~are ~~earn an incentive fee~~over. Because ~~However,~~the a trading ~~advisor~~advisors ~~might~~do ~~terminate~~not ~~its~~know ~~services~~which tomarkets ~~Altin:Fund~~will trend or ~~the general partner might decide to replace a trading advisor~~ when the ~~trading~~trend ~~advisor~~will ~~has~~begin aor ~~carry~~whether ~~forward loss. Altin:Fund might have to compensate a new trading advisor with higher advisory fees than are currently being paid to~~ the ~~existing~~patterns ~~trading~~will ~~advisor. Furthermore~~reoccur, ~~Altin:Fund would lose~~ the ~~potential~~mechanisms ~~benefit~~are ofthere ~~not having~~ to ~~pay~~identify ~~the~~and ~~trading~~capture ~~advisor an incentive fee during~~ the ~~time~~developing ~~that~~trends ~~the~~or ~~trading~~patterns ~~advisor~~as ~~was~~they ~~generating profits that made up for the prior losses~~occur. It Inis ~~addition,~~ the ~~replacement~~willingness ~~trading~~to ~~advisor~~allow ~~would~~a ~~start~~trend ~~with~~or nopattern ~~carry~~to ~~forward~~run ~~losses~~its course and ~~therefore,~~eventually ~~Altin:Fund~~reverse ~~would~~that ~~have~~can lead to ~~pay~~gains ~~the~~in ~~new~~any ~~trading~~particular ~~advisor an incentive fee for each dollar of profits~~ market.

itTermination ~~generated~~or ~~for~~replacement ~~Altin:Fund~~of ~~regardless~~a oftrading advisor could result in losses to Altin:Fund's ~~previous~~and ~~experience~~increased ~~with~~costs ~~the~~to ~~trading~~retain ~~advisor~~a ~~that~~new ~~was~~trading ~~replaced~~advisor.

Trading advisors are required to recoup previous trading losses incurred by Altin:Fund while the trading advisor is trading for Altin:Fund before they can earn an incentive fee. However, a trading advisor might terminate its services to Altin:Fund or the general partner might decide to replace a trading advisor when the trading advisor has a carry forward loss. Altin:Fund might have to compensate a new trading advisor with higher advisory fees than are currently being paid to the existing trading advisor. Furthermore, Altin:Fund would lose the potential benefit of not having to pay the trading advisor an incentive fee during the time that the trading advisor was generating profits that made up for the prior losses. In addition, the replacement trading advisor would start with no carry forward losses and therefore, Altin:Fund would have to pay the new trading advisor an incentive fee for each dollar of profits it generated for Altin:Fund regardless of Altin:Fund’s previous experience with the trading advisor that was replaced.

Some of our trading advisors utilize proprietary trading programs and we may not be able to determine if those trading advisors are following their stated trading objectives, potentially resulting in lower profitability for Altin:Fund.

Some of Altin:Fund’s trading advisors, including Rosetta Capital Management, LLC and Fall River Capital, LLC, utilize a proprietary and confidential trading program, and from time to time Altin:Fund may have other trading advisors who utilize proprietary and confidential trading programs. This means that while the general partner generally understands the objectives of each of these trading advisors, the general partner may not know if they are following their stated objectives. While the general partner will review all of the trading activity on a daily basis, it may need to review days or weeks of trading activity to determine whether the advisor is following its stated trading objectives. If the general partner ultimately determines that the trading advisor has not followed its trading objectives, the allocation to that advisor could be affected. The general partner allocates assets to each trading advisor based upon the trading advisor’s stated objectives in order to reduce the risk of allocating the assets to one trading objective. If, however, a trading advisor does not follow its stated objective, it could result in Altin:Fund having more assets allocated to a trading objective than it intended. Any assets that are not invested in accordance with the trading advisor’s stated investment objective will directly affect the profitability of Altin:Fund’s trading, possibly in an adverse manner. Depending on the performance of the trading advisor, this may result in higher or lower profitability.

Operating Risks

Past performance is not necessarily indicative of future performance and should not be relied upon by investors because the general partner and/or trading advisors could make different decisions for Altin:Fund causing it to incur greater losses than Altin:Private Fund.

You should not rely for predictive purposes on the record to date of the general partner or any of the trading advisors. This is particularly so because Altin:Fund'’s fee and expense structure was modified from the fee and expense structure of ~~the~~ Altin:Private Fund in certain respects to accommodate the public offering of units, and Altin:Fund'’s fees and expenses impact Altin:Fund'’s net performance. Likewise, you should not assume that any trading advisor's or investment platform's future trading decisions will create profit, avoid substantial losses or result in performance comparable to that trading advisor's past performance. Trading advisors may alter their strategies from time to time, and the performance results in the future may materially differ from their prior trading records. Moreover, the technical analysis employed by the trading advisors may not take into account the effect of economic or market forces or events that may cause losses to Altin:Fund. ~~Furthermore,~~anticipates ~~the~~using ~~general partner, in its discretion, may terminate any of the~~ trading advisors ~~or change the allocation of assets among the trading advisors,~~ which ~~could~~are ~~cause~~different afrom ~~substantial~~those ~~change~~used inby Altin:~~Fund's~~Private ~~future performance~~Fund. So the

Because you and other investors will acquire and redeem units at different times, you may experience a loss on your units even though the class of units in which you have invested as a whole is profitable and even though other investors in that class of units experience a profit. The past performance of any class of units may not be representative of each investor's investment experience in it.32

performance of Altin:Private Fund is not indicative of Altin:Fund’s future performance. Likewise, you should not assume that any trading advisor’s future trading decisions will create profit, avoid substantial losses or result in performance comparable to that trading advisor’s past performance. Trading advisors may alter their strategies from time to time, and the ~~units~~performance ~~have~~results noin ~~operating~~the ~~histories~~future may materially differ from their prior trading records. Moreover, the technical analysis employed by the trading advisors may not take into account the effect of economic or market forces or events that may cause losses to Altin:Fund. Furthermore, the general partner, in its discretion, may terminate any of the trading advisors or change the allocation of assets among the trading advisors, which could cause a substantial change in Altin:Fund’s future performance.

~~Altin:Fund~~Because isyou ~~newly~~and ~~formed~~other ~~and~~investors ~~has~~will noacquire ~~operating~~and ~~history~~redeem ~~upon~~units ~~which~~at ~~investors~~different times, you may ~~evaluate~~experience ~~Altin:Fund's~~a ~~performance.~~loss ~~The~~on your units ~~have~~even ~~not~~though ~~commenced~~Altin:Fund ~~trading~~as a whole is profitable and ~~have~~even nothough ~~performance~~other ~~history.~~investors in Altin:Fund isexperience ~~therefore~~a ~~subject~~profit. The topast ~~all~~performance ~~the~~of ~~risks~~Altin:Fund ~~inherent~~or inany ~~the~~class ~~creation~~ of aunits ~~new~~may ~~company.~~not ~~Unforeseen~~be ~~expenses,~~representative ~~complications~~of ~~and~~each ~~delays~~investor’s ~~may~~investment ~~occur~~experience ~~with~~in ~~a new company~~it.

~~The~~Altin:Fund ~~general~~and ~~partner~~the ~~will~~units ~~need~~have ~~substantial~~no ~~financial~~operating histories and ~~other~~Altin:Fund ~~resources~~is subject to ~~manage~~risk ~~Altin:Fund~~as a newly formed limited partnership, including unforeseen expenses, complications and delays, which could result in large losses.

~~The ability of the general partner to meet its obligations to~~ Altin:Fund ~~will~~is ~~depend~~newly onformed ~~the future operating performance~~ and ~~financial~~has ~~results~~no ofoperating ~~the~~history ~~general~~upon ~~partner,~~ which ~~will~~you bemay ~~subject~~evaluate inAltin:Fund’s ~~part to factors beyond the control of the general partner~~performance. The ~~There~~units ~~can~~have benot nocommenced ~~assurance~~trading ~~that the general partner will be able to attain~~ and ~~maintain~~have ~~profitability~~no inperformance ~~the future~~history. Altin:Fund Ifis ~~the~~therefore ~~general~~subject ~~partner cannot do so, it may have~~ to ~~seek legal protection from creditors or assign~~ all ofthe ~~its~~risks ~~assets~~inherent ~~for~~in the ~~benefit~~creation of ~~creditors,~~a atnew ~~which~~limited ~~time~~partnership. Unforeseen ~~Altin:Fund~~expenses, complications and ~~your~~delays ~~investment~~may ~~could~~occur ~~incur~~with ~~substantial~~a ~~losses~~new company.

Altin:Fund pays substantial fees and expenses regardless of profitability, potentially causing it to incur significant losses.

Altin:Fund pays brokerage investment and trading fees, exchange and clearing fees, NFA fees, management fees, ongoing operating expenses and over-the-counter dealer spreads, in all cases regardless of whether Altin:Fund’s activities are profitable. We estimate that each class of units will have to achieve a minimum net trading profits and interest income ranging from 4.78% to 9.78% (with the specific percentage varying from class to class) each year for investors in units of such series to break even on their investments. Please see “SUMMARY OF THE PROSPECTUS—Break Even Analysis” on page 6.

In addition, Altin:Fund pays its trading advisors an incentive fee based on a percentage of Altin:Fund’s trading profits earned on Altin:Fund’s net assets allocated to that trading advisor. It is possible that Altin:Fund could pay substantial incentive fees to one or more trading advisors in a year in which Altin:Fund has no net trading profits or in which it actually loses money. In addition, new trading profits include unrealized appreciation on open positions. Accordingly, it is possible that Altin:Fund will pay an incentive fee to the trading advisors on unrealized trading profits that are not subsequently realized. Accordingly, Altin:Fund must earn trading gains sufficient to offset these fees and expenses before it can earn any profit. The trading advisors will retain all incentive fees, even if the assets of Altin:Fund incur a subsequent loss after the incentive fees are accrued and paid.

The general partner will need substantial financial and other resources to manage Altin:Fund which it may not be able to obtain, causing it to incur significant liabilities up to and including termination and loss of an investor’s entire investment.

The ability of the general partner to meet its obligations to Altin:Fund will depend on the future operating performance and financial results of the general partner, which will be subject in part to factors beyond the control of the general partner. There can be no assurance that the general partner will be able to attain and maintain profitability in the future. If the general partner cannot do so, it may have to seek

legal protection from creditors or assign all of its assets for the benefit of creditors, at which time Altin:Fund and your investment could incur substantial losses.

The general partner will also need to hire additional personnel to manage the additional compliance and operating requirements of managing itself and Altin:Fund. If the general partner is unable to locate and retain qualified personnel for such functions, the profitability of the general partner and Altin:Fund could suffer. The additional compliance burden on the general partner if additional personnel is not located and retained could also result in the general partner having significant difficulty in meeting and satisfying all compliance obligations of the general partner and Altin:Fund. Failure to meet these obligations could subject the general partner and/or Altin:Fund to significant liabilities from state and federal regulatory agencies, up to and including termination of Altin:Fund and loss of your entire investment.

~~Performance~~The ofgeneral partner is leanly staffed and relies heavily on its key personnel to manage Altin:Fund’s ~~may~~trading ~~not~~activities; ~~reach~~the ~~levels~~loss ~~forecasted~~of byany ~~the~~key ~~general~~personnel ~~partner~~could have an adverse affect on Altin:Fund’s management.

NoAltin:Fund ~~assurance~~relies ~~can~~on bethe ~~given~~general ~~that~~partner, who is responsible for making all trading decisions and investment allocations to trading advisors. In managing and directing the ~~actual~~day-to-day ~~future~~activities ~~results~~and affairs of Altin:Fund, ~~will~~the ~~meet~~general ~~the~~partner ~~financial~~relies ~~forecasts~~heavily ~~made~~on byMr. Sebastian Lucido, the general partner,’s orpresident. In ~~that~~ the ~~future~~event ~~results~~of ~~will~~the beloss ~~similar~~of tothe ~~those~~services ~~results~~of ~~obtained~~Mr. Lucido, byor ~~Altin:Private~~if ~~Fund~~Mr. Lucido ~~Actual~~is ~~results~~unable ~~achieved~~to ~~may~~carry ~~vary~~out ~~materially.~~his ~~Further~~present responsibilities, noit ~~assurance~~may ~~can~~have bean ~~given~~adverse ~~that~~effect ~~present~~on orthe ~~future~~management ~~conditions~~of ~~will~~Altin:Fund. In beaddition, ~~similar~~the togeneral ~~the~~partner ~~assumptions~~is ~~made~~leanly ~~for~~staffed, ~~purposes~~so ofif any ~~forecasts~~of ~~made~~its bykey ~~the~~persons ~~general~~were ~~partner.~~to ~~Any~~leave ~~forecasts~~or ~~made~~be atunable ~~any~~to ~~time~~carry byout ~~the~~his ~~general~~or ~~partner~~her ~~should~~present ~~not~~responsibilities, beit ~~considered~~may ahave ~~guarantee~~an ofadverse affect on the ~~results~~management of Altin:Fund~~'s operations~~.

Capitalization of the general partner is limited and the capitalization of Altin:Fund is limited to the amount raised in the offering, meaning Altin:Fund could find itself unable to meet its financial obligations, resulting in possible termination and loss of an investor’s entire investment.

Prior to this offering, the general partner was funded primarily by Mr. Sebastian Lucido and the investment management operations of ~~Altin:Private~~the ~~Fund~~general partner, and no assets have been contributed to Altin:Fund. Independent of the amounts raised in this offering Altin:Fund does not have any other assets available to use to pay any operating expenses or redemptions of limited partners. While the general partner intends on raising additional capital to fund its ongoing operations, there is no assurance that the general partner will be successful in raising additional capital.

~~Altin:Fund~~The ~~currently~~units ~~has~~are nosubject ~~"principal~~to ~~protection"~~restrictions ~~feature~~on redemption and transfer, which ~~could~~may ~~cause~~affect investors’ ability to ~~lose~~transfer ~~their~~units ~~entire~~or ~~investment~~receive payment on a redemption of units.

~~Although~~An investment in the ~~future~~units ~~Altin:Fund~~offers ~~may~~limited ~~offer~~investment liquidity. There is not likely to be a ~~"principal~~secondary ~~protection"~~market ~~feature~~for the units. While the units have redemption rights, atthere ~~present~~are restrictions. For example, ~~you~~class A units and class B units are ~~not~~subject ~~assured~~to an early redemption fee of ~~any~~up ~~minimum~~to ~~return~~3.0% ~~Therefore~~and 2.0%, ~~you~~respectively, ~~could~~of ~~lose~~the ~~your~~subscription ~~entire~~amount ~~investment~~of ~~(including~~such ~~any~~units ~~undistributed~~depending ~~profits)~~upon when the units are redeemed during the first year. Redemptions can occur only monthly, and the general partner must receive your request for redemption at least 15 calendar days before the end of the month in ~~addition~~which redemption is requested. Your right to ~~losing~~receive payment on a redemption of units is not absolute and is dependent upon Altin:Fund having sufficient assets to pay its liabilities on the ~~use~~redemption date. Transfers of ~~your~~units ~~subscription~~are ~~funds~~permitted ~~for~~only with the ~~period~~prior ~~you~~written ~~maintain~~consent anof ~~investment~~the general partner and provided that conditions specified in ~~any~~the ~~class~~limited ofpartnership ~~units~~agreement are satisfied.

~~Stop-Loss protection does not mean Altin:Fund could not still sustain significant losses.~~34

~~Altin:Fund~~An ~~will~~investment ~~suspend trading upon a decrease~~ in ~~the net asset value of any class of units of 50% or more. If trading is suspended, the general partner will notify you and you will have ten (10) calendar days to redeem your ownership interest in~~ Altin:Fund. ~~Although~~may ~~this policy is in place, the general partner can~~ not ~~guarantee~~diversify ~~that~~an ~~losses~~overall ~~can be held to no more than 50%. In volatile markets~~portfolio, ~~trading~~which losses can exceed the 50% stop-loss protection put into place by the general partner. The general partner will monitor Altin:Fund's performance especially during volatile market conditions, however, the general partner can not guarantee that there will not be a complete loss of Altin:Fund's assets. The general partner will not monitor this stop-loss protection on an intra-day basis and will not institute this stop-loss protection mechanism at the trading advisor level. It is quite possible that one trading advisor could ~~lose~~prohibit ~~more~~investors ~~than~~from ~~50%~~offsetting ~~during~~losses ain ~~particular period and~~ other ~~trading~~areas ~~advisors may perform favorably during the same reporting period, causing any class~~ of ~~units~~their ~~to be profitable during the period and not triggering the stop-loss protection~~portfolio.

Historically, managed futures have been generally non-correlated to the performance of other asset classes, such as stocks or bonds. Non-correlation means that there is no statistically valid relationship between the performance of futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand. If, however, during a particular period of time, Altin:Fund’s ~~pays~~performance ~~substantial~~moves ~~fees~~in the same general direction as the general financial markets or Altin:Fund does not perform successfully, you will obtain little or no diversification benefits during that period from an investment in the units. In such a case, Altin:Fund may have no gains to offset your losses from other investments, and ~~expenses~~you ~~regardless~~may ofsuffer ~~profitability~~losses on your investment in Altin:Fund at the same time losses on your other investments are increasing. You should, therefore, not consider Altin:Fund to be a hedge against losses in your core stock and bond portfolios.

~~Altin:Fund pays brokerage charges, exchange and clearing fees, NFA fees, management fees, organization and offering expenses, ongoing operating expenses and over~~Stop-~~the-counter~~loss ~~dealer~~protection ~~spreads,~~does innot ~~all~~mean ~~cases regardless of whether~~ Altin:Fund's activities are profitable. In addition, Altin:Fund pays certain trading advisors an incentive fee based on a percentage of Altin:Fund's trading profits earned on Altin:Fund's net assets allocated to that trading advisor. It is possible that Altin:Fund could pay substantial incentive fees to one or more trading advisors in a year in which Altin:Fund has no net trading profits or in which it actually loses money. In addition, new trading profits include unrealized appreciation on open positions. Accordingly, it is possible that Altin:Fund will pay an incentive fee to the trading advisors or the general partner on unrealized trading profits that are not ~~subsequently~~still ~~realized.~~sustain ~~Accordingly,~~significant ~~Altin:Fund must earn trading gains sufficient to compensate for these fees and expenses before it can earn any profit~~losses. ~~The trading advisors and the general partner will retain all incentive fees, even if the assets of Altin:Fund incur a subsequent loss after the incentive fees are accrued and paid.~~

Altin:Fund ~~may~~will ~~incur~~suspend ~~higher~~trading ~~fees~~upon ~~and~~a ~~expenses~~decrease ~~upon~~in ~~renewing~~the ~~existing~~net asset value of 50% or ~~entering~~more of Altin:Fund. If trading is suspended, the general partner will notify you and you will have ten calendar days to redeem your ownership interest in Altin:Fund. Although this policy is in place, the general partner cannot guarantee that losses can be held to no more than 50%. In volatile markets, trading losses can exceed the 50% stop-loss protection put into ~~new~~place ~~contractual~~by ~~relationships~~the general partner. The general partner will monitor Altin:Fund’s performance, especially during volatile market conditions; however, the general partner cannot guarantee that there will not be a complete loss of Altin:Fund’s assets. The general partner will not monitor this stop-loss protection on an intra-day basis and will not institute this stop-loss protection mechanism at the trading advisor level. It is quite possible that one trading advisor could lose more than 50% on a particular day and other trading advisors may perform favorably on that same day, causing Altin:Fund to be profitable during the period and not triggering the stop-loss protection.

~~The clearing arrangements between the FCMs and~~ Altin:Fund ~~generally are terminable by the FCM once the FCM has given Altin:Fund notice. Upon termination, the general partner~~ may beincur ~~required~~higher tofees ~~renegotiate~~and orexpenses ~~make~~upon ~~other~~renewing ~~arrangements~~existing ~~for obtaining similar services if Altin:Fund intends to continue trading in commodity interest contracts at its present level of capacity. The services of MF Global, Newedge,~~ or anentering ~~additional~~into ornew ~~substitute~~contractual ~~FCM may not be available~~relationships, orcausing ~~even~~it ifto ~~available,~~incur ~~these~~significant ~~services may not be available on terms as favorable as those of the expired or terminated clearing arrangements~~losses.

~~Likewise,~~The ~~upon~~clearing ~~termination~~arrangements ofbetween ~~any~~the ofFCMs ~~the~~and ~~advisory~~Altin:Fund ~~contracts~~generally ~~entered~~are ~~into~~terminable ~~between~~by ~~Altin:Fund~~the ~~and~~FCM ~~each~~once ~~trading~~the ~~advisor~~FCM orhas ~~investment~~given ~~platform~~Altin:Fund notice. Upon termination, the general partner may be required to renegotiate ~~the contracts~~ or make other arrangements for obtaining ~~commodity~~similar services if Altin:Fund intends to continue trading ~~advisory~~in ~~services.~~commodity interest contracts at its present level of capacity. The services of ~~the~~MF ~~particular~~Global, ~~trading~~Newedge, J.P. ~~advisor~~Morgan Futures Inc. or ~~investment~~an ~~platform~~additional or substitute FCM may not be available, or even if available, these services may not be available on terms as favorable as those ~~contained~~of in the expired or terminated ~~advisory~~clearing ~~contract~~arrangements. ~~There is severe competition for the services of qualified commodity trading advisors or investment platforms, and the general partner may not be able to retain~~

~~replacement~~Likewise, upon termination of any of the advisory contracts entered into between Altin:Fund and each trading advisor, the general partner may be required to renegotiate the contracts or ~~additional~~make other arrangements for obtaining commodity trading advisory services. The services of the particular trading advisor may not be available, or these services may not be available on terms as favorable as those contained in the expired or terminated advisory contract. There is severe competition for the services of qualified commodity trading advisors, and the general partner may not be able to retain replacement or ~~investment~~additional ~~platforms~~trading advisors on acceptable terms. This could result in losses to Altin:Fund and/or the inability of Altin:Fund to achieve its investment objectives. Moreover, if an advisory contract is renegotiated or additional or substitute trading advisors ~~or investment platforms~~ are retained by the general partner on behalf of Altin:Fund, the fee structures of the new or additional arrangements may not be as favorable to Altin:Fund as are those currently in place.

~~The incentive fees could be an incentive to the trading advisors and investment platforms or the general partner to make riskier investments.~~35

~~Each~~The ~~trading~~incentive ~~advisor~~fees ~~and~~could ~~investment~~be ~~platform~~an ~~employs a speculative strategy for Altin:Fund and certain trading advisors and investment platforms and the general partner receive~~ incentive ~~fees~~to ~~based on~~ the trading ~~profits earned by it for Altin:Fund. Accordingly, these trading~~ advisors ~~and investment platforms have a financial incentive~~ to make riskier investments, ~~that~~which ~~are~~could ~~riskier~~result ~~than~~in ~~might~~larger belosses ~~made~~for if Altin:Fund~~'s assets were managed by a trading advisor or investment platform that did not receive performance-based compensation~~.

~~Certain~~Each ~~commissions~~trading ~~could~~advisor beemploys ana speculative strategy for Altin:Fund and each of the trading advisors receives incentive tofees based on the ~~selling~~trading ~~agents~~profits earned by it for Altin:Fund. Accordingly, these trading advisors have a financial incentive to ~~discourage~~make ~~redemptions~~investments that are riskier than might be made if Altin:Fund’s assets were managed by a trading advisor that did not receive performance-based compensation.

~~The~~Certain ~~selling~~commissions ~~agents~~could ~~and~~be ~~their~~an ~~registered~~incentive ~~representatives'~~to ~~receipt of continued sales commissions from~~ the ~~general~~selling ~~partner~~agents ~~for~~to ~~units~~discourage ~~remaining~~redemptions, incausing ~~Altin:Fund may give them an incentive to advise~~ investors to ~~remain~~retain inan ~~Altin:Fund.~~investment ~~These~~longer ~~payments~~than ~~will cease to~~ the ~~extent~~investor ~~investors~~desires ~~withdraw~~and ~~from~~incur ~~Altin:Fund~~additional losses.

~~You~~The ~~will~~selling ~~not~~agents ~~participate~~and their registered representatives’ receipt of continuing sales commissions for units remaining in Altin:Fund may give them an incentive to advise investors to remain in Altin:Fund. These payments will cease to the ~~management~~extent ofinvestors withdraw from Altin:Fund. In particular, selling agents, either those paid by Altin:Fund or those paid through separate agreements with investors, may have ongoing compensation that they receive so long as the investor continues to hold the units. As an example, beginning in the 13th month following the sale date, class A units will be assessed a charge at an annual rate of 3.0% of the net asset value of the units sold, which the general partner will pay to selling agents as ongoing compensation, subject to the fee limit. If the limited partner chooses to redeem his or her units, the selling agent would no longer receive this ongoing commission. Accordingly, it is possible a selling agent may discourage a limited partner from redeeming his or her units, at least for as long as the ongoing commission is being paid, so that the selling agent could continue to receive the commission.

You will ~~only have limited voting rights with respect to Altin:Fund's affairs, which rights will~~ not ~~permit you to~~ participate in the management ~~or control~~ of Altin:Fund orso ~~the~~you ~~conduct of its business. You~~ must ~~therefore~~ rely ~~upon~~on the ~~fiduciary responsibility and judgment of the~~ general partner toand ~~manage Altin:Fund's affairs in~~ the ~~best~~judgment ~~interests~~ of ~~the~~its ~~limited partners~~management.

AnYou ~~unanticipated~~will ~~number~~only ofhave ~~redemption~~limited ~~requests~~voting ~~during~~rights awith ~~short~~respect ~~period~~to Altin:Fund’s affairs, which rights will not permit you to participate in the management or control of ~~time~~Altin:Fund ~~could~~or ~~have~~the anconduct ~~adverse~~of ~~effect~~its onbusiness. You must therefore rely upon the ~~net~~fiduciary ~~asset~~responsibility ~~value~~and judgment of the general partner to manage Altin:Fund’s affairs in the best interests of the limited partners.

IfAn aunanticipated ~~substantial~~ number of ~~requests for~~ redemption isrequests ~~received by Altin:Fund~~ during a ~~relatively~~ short period of time, ~~Altin:Fund~~could ~~may~~have ~~not~~an beadverse ~~able~~effect toon ~~satisfy~~ the ~~requests~~net ~~from~~asset ~~funds~~value ~~not~~of ~~committed~~Altin:Fund toif ~~trading. As a consequence,~~ it ~~could~~has ~~be necessary~~ to liquidate positions ~~in Altin:Fund's trading positions before the time that the trading advisors' trading strategies would dictate liquidation. If this were~~ to ~~occur,~~satisfy ~~it could affect adversely~~ the ~~net~~redemption ~~asset value per unit of each class, not only for limited partners redeeming units but also for non-redeeming limited partners~~requests.

~~Conflicts~~If a substantial number of ~~interest~~requests ~~exist~~for inredemption ~~the~~is ~~structure~~received ~~and~~by ~~operation~~Altin:Fund during a relatively short period of time, Altin:Fund may not be able to satisfy the requests from funds not committed to trading. As a consequence, it could be necessary to liquidate existing positions before the time that the trading advisors’ trading strategies would dictate liquidation. If this were to occur, it could affect adversely the net asset value per unit of each class, not only for limited partners redeeming units but also for non-redeeming limited partners.

~~The~~Conflicts ~~general partner, the trading advisors and their respective principals, all~~ of ~~which~~interest ~~are~~exist ~~engaged~~ in ~~other~~the ~~investment~~structure ~~activities,~~and ~~are~~operation ~~not required to devote substantially all~~ of ~~their time to~~ Altin:Fund's ~~business,~~ which ~~also~~could ~~presents~~result ~~the~~in ~~potential for numerous conflicts of interest with Altin:Fund. In~~ the ~~case~~general ofpartner ~~the trading advisors, for example, it is possible that other accounts managed by the trading advisor~~ or ~~its affiliates may compete with Altin:Fund for the same or similar~~ trading ~~positions, which may cause Altin:Fund to obtain prices that are less favorable than those obtained for the other accounts. The trading~~ advisors ~~may~~not ~~also~~acting ~~take positions~~ in ~~their~~the ~~proprietary~~best ~~accounts~~interests ~~that are opposite to or ahead~~ of Altin:Fund's ~~account.~~or ~~Trading~~its ~~ahead~~limited ~~presents a conflict because the trade executed first may receive a more favorable price than the later trade~~partners.

AsThe ageneral ~~result~~partner, ofthe ~~these~~trading advisors and ~~other~~their ~~relationships~~respective principals, ~~parties~~all ~~involved~~of ~~with~~which ~~Altin:Fund~~are ~~have~~engaged ain ~~financial~~other ~~incentive~~investment toactivities, ~~act~~are innot arequired ~~manner~~to ~~other~~devote ~~than~~substantially inall ~~the~~of ~~best~~their ~~interests~~time ofto Altin:Fund’s ~~and its limited partners. The general partner has not established~~business, ~~and~~which ~~has~~presents nothe ~~plans~~potential tofor ~~establish,~~numerous ~~any~~conflicts ~~formal~~of ~~procedures~~interest towith ~~resolve~~Altin:Fund. In ~~these~~the ~~and~~case ~~other~~of ~~conflicts~~the oftrading ~~interest.~~advisors, ~~Consequently~~for example, ~~there~~it is nopossible ~~independent~~that ~~contract~~other ~~over~~accounts ~~how~~managed by the ~~general~~trading ~~partner~~advisor ~~will~~or ~~resolve~~its ~~these~~affiliates ~~conflicts~~may oncompete ~~which~~with ~~investors~~Altin:Fund ~~can~~for ~~rely~~the insame ~~ensuring~~or ~~that~~similar ~~Altin:Fund~~trading ispositions, ~~treated~~which ~~equitably.~~may cause

~~The failure or bankruptcy of one of its FCMs could result in a substantial loss of Altin:Fund's assets.~~36

~~Under~~Altin:Fund ~~CFTC regulations, an FCM maintains customers' assets in a bulk segregated account. If an FCM fails~~ to doobtain ~~so,~~prices orthat isare ~~unable~~less tofavorable ~~satisfy~~than athose ~~substantial~~obtained ~~deficit~~for inthe aother ~~customer~~accounts. The ~~account,~~trading ~~its~~advisors ~~other customers~~ may bealso ~~subject~~take topositions ~~risk~~in ~~of loss of~~ their ~~funds~~proprietary inaccounts ~~the event of~~ that ~~FCM's bankruptcy. In that event, the FCM's customers, such as Altin:Fund,~~ are ~~entitled~~opposite to ~~recover,~~or ~~even~~ahead ~~in respect~~ of ~~property specifically traceable to them, only a proportional share of all property available for distribution to all of that FCM's customers.~~ Altin:Fund’s ~~may~~account. Trading ~~also~~ahead bepresents ~~subject~~a toconflict ~~the~~because ~~risk of~~ the ~~failure~~trade orexecuted ~~delay~~first inmay ~~performance~~receive ~~by,~~a ~~any~~more ~~exchanges~~favorable ~~and~~price ~~markets~~than ~~and~~the ~~their~~later ~~clearing organizations, if any, on which commodity interest contracts are traded~~trade.

~~From~~As ~~time~~a toresult ~~time,~~of ~~the~~these ~~FCMs~~and ~~may~~other berelationships, ~~subject~~parties toinvolved ~~legal~~with orAltin:Fund ~~regulatory~~have ~~proceedings~~a infinancial ~~the~~incentive ~~ordinary~~to ~~course~~act ofin ~~their~~a ~~business.~~manner Another ~~FCM's~~than ~~involvement~~ in ~~costly~~the orbest ~~time-consuming~~interests ~~legal~~of ~~proceedings~~Altin:Fund ~~may~~and ~~divert~~its ~~financial~~limited ~~resources~~partners. The orgeneral ~~personnel~~partner ~~away~~has ~~from~~not ~~the~~established, ~~FCM's~~and ~~trading~~has ~~operations,~~no ~~which~~plans ~~could~~to ~~impair~~establish, ~~the~~any ~~FCM's~~formal ~~ability~~procedures to ~~successfully~~resolve ~~execute~~these and ~~clear~~other ~~Altin:Fund's~~conflicts ~~trades~~of interest. Consequently, ~~Material~~there ~~legal~~is ~~proceedings~~no ~~involving~~independent ~~the~~control ~~FCM's~~over ~~within~~how the ~~last~~general ~~five~~partner ~~years~~will ~~are~~resolve ~~summarized~~these ~~beginning~~conflicts on ~~page~~which ~~127~~investors can rely in ensuring that Altin:Fund is treated equitably.

The failure or bankruptcy of one of ~~the~~its ~~investment~~FCMs ~~platforms~~ could result in a substantial loss of Altin:Fund'’s assets.

~~Unlike~~Under ~~the~~CFTC ~~trading advisors~~regulations, ~~the~~an ~~general~~FCM ~~partner~~maintains iscustomers’ ~~required~~assets toin ~~deposit~~a ~~funds~~bulk ofsegregated ~~Altin:Fund~~account. If ~~into~~an ~~separate~~FCM ~~bank~~fails ~~accounts~~to ~~controlled~~do byso, ~~the~~or ~~manager~~is ofunable ~~the~~to ~~investment~~satisfy ~~platforms~~a substantial deficit in ~~order~~a ~~for~~customer ~~Altin:Fund~~account, toits other customers may be ~~able~~subject to ~~trade~~risk ~~those~~of ~~investment~~loss ~~platforms.~~of Iftheir ~~the~~funds ~~manager~~in orthe ~~one~~event of ~~those~~that ~~investment~~FCM’s ~~funds~~bankruptcy. In ~~fails~~that orevent, ~~files~~the ~~bankruptcy~~FCM’s customers, ~~those~~such ~~funds~~as ~~could~~Altin:Fund, beare ~~lost.~~entitled ~~The~~to ~~general~~recover, ~~partner~~even ~~currently~~in ~~anticipates~~respect ~~that~~of ~~between~~property 5%specifically ~~and~~traceable ~~15%~~to them, only a proportional share of all property available for distribution to all of that FCM’s customers. Altin:Fund's ~~total~~may ~~net~~also ~~assets will~~ be ~~invested~~subject into ~~each~~the risk of the ~~investment~~failure ~~platforms~~or delay in performance by any exchanges and markets and their clearing organizations, if any, on which commodity interest contracts are traded.

~~You~~From ~~will~~time ~~not~~to time, the FCMs may be ~~able~~subject to ~~review~~legal or regulatory proceedings in the ordinary course of their business. An FCM’s involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the FCM’s trading operations, which could impair the FCM’s ability to successfully execute and clear Altin:Fund'’s ~~holdings~~trades. In onany acase, ~~daily~~material ~~basis~~legal proceedings, if any, involving each FCM within the last five years are summarized herein.

~~The~~You ~~trading~~will ~~advisors~~not ~~and~~be ~~investment~~able ~~platforms~~to ~~make~~review Altin:Fund'’s ~~trading~~holdings ~~decisions.~~on ~~While~~a ~~the trading advisors and investment platforms receive~~ daily ~~trade~~basis confirmations from the FCMs of each transaction entered into by Altin:Fund, Altin:Fund's trading results are only reported to investors monthly in summary fashion. Accordingly, an investment in Altin:Fund does not offer investors the same transparency that a personal trading account offers and ~~you~~ will not be able to monitor ~~the~~ specific investments ~~made by Altin:Fund~~ or to know whether they are consistent with Altin:Fund'’s ~~investment~~ philosophy or risk levels.

The trading advisors make Altin:Fund’s ~~could~~trading ~~terminate~~decisions. While ~~before~~the trading advisors receive daily trade confirmations from the FCMs of each transaction entered into by Altin:Fund, Altin:Fund’s trading results are only reported to investors monthly in summary fashion. Accordingly, an investment in Altin:Fund does not offer investors the same transparency that a personal trading account offers and you ~~achieve~~will ~~your~~not be able to monitor the specific investments made by Altin:Fund or to know whether they are consistent with Altin:Fund’s investment ~~objectives~~philosophy or risk levels.

~~The general partner may, in its sole discretion, terminate~~ Altin:Fund atcould ~~any~~terminate ~~time,~~before ~~regardless of whether Altin:Fund has incurred losses, without giving~~ you ~~prior~~achieve ~~notice.~~your Ininvestment ~~particular,~~objectives ~~unforeseen~~which circumstances, including substantial losses, withdrawal of Altin:Fund's general partner or suspension or revocation of the general partner's or any of the trading advisors' respective registrations with the CFTC or memberships in the NFA could cause ~~Altin:Fund to terminate. However, no level of losses will require~~ the ~~general partner to terminate Altin:Fund. Altin:Fund's termination would cause the liquidation and~~ potential loss of your investment ~~and could upset the overall maturity and timing of your investment portfolio~~.

Subject to the terms of the Limited Partnership Agreement, the general partner may take actions which result in termination of Altin:Fund isat ~~not~~any atime, ~~regulated~~regardless of whether Altin:Fund has incurred losses, without giving you prior notice. In particular, unforeseen circumstances, including substantial losses, withdrawal of Altin:Fund’s general partner or suspension or revocation of the general partner’s or any of the trading advisors’ respective registrations with the CFTC or memberships in the NFA could cause Altin:Fund to terminate. However, no level of losses will require the general partner to terminate Altin:Fund. Altin:Fund’s termination would cause the liquidation and potential loss of your investment ~~company~~and could upset the overall maturity and timing of your investment portfolio.

Altin:Fund is not a regulated investment company and is not subject to any of the protections provided by rules and regulations regulating investment companies.

Altin:Fund is not an investment company subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager.

The general partner isplaces ~~leanly~~significant ~~staffed~~reliance ~~and~~on ~~relies~~the ~~heavily~~trading onadvisors ~~its~~and their key personnel towhich ~~manage~~could ~~Altin:Fund's~~adversely ~~trading~~affect ~~activities~~your investment.

~~Altin:Fund~~The ~~relies on the~~ general partner, ~~who~~relies ison ~~responsible~~the ~~for~~trading ~~making~~advisors ~~all~~to achieve trading ~~decisions~~gains ~~and~~for ~~investment~~Altin:Fund, ~~allocations~~entrusting toeach ~~trading~~of ~~advisors~~them ~~and~~with ~~investment~~the ~~platforms.~~responsibility Infor, ~~managing~~ and ~~directing~~discretion over, the ~~day-to-day~~investment ~~activities~~of ~~and~~their ~~affairs~~allocated portions of Altin:Fund’s assets. The trading advisors in turn, are dependent on the ~~general~~services ~~partner~~of ~~relies~~a ~~heavily~~limited onnumber ~~Mr.~~of ~~Sebastian~~persons ~~Lucido,~~to ~~the~~develop ~~general~~and ~~partner's~~refine ~~president.~~their Intrading ~~the~~approaches ~~event~~and ofstrategies ~~the~~and execute Altin:Fund’s transactions. The loss of the services of ~~Mr.~~any ~~Lucido~~trading advisor’s principals or key employees, or ifthe ~~Mr.~~failure ~~Lucido~~of isthose ~~unable~~principals or key employees to ~~carry~~function ~~out~~effectively ~~his~~as ~~present~~a ~~responsibilities~~team, it may have an adverse effect on that trading advisor’s ability to manage its trading activities successfully or may cause the ~~management~~trading advisor to cease operations entirely, each of which, in turn, could negatively impact Altin:Fund’s performance. The Inindividuals ~~addition~~listed in this prospectus under each major trading advisor’s summary in this prospectus have major roles in developing, ~~the~~refining ~~general~~and ~~partner~~implementing iseach ~~leanly~~of ~~staffed~~their trading advisor’s trading strategies and operating its business. The death, so incapacity or other prolonged unavailability of such individuals likely would greatly hinder these trading advisors’ operations, and could result in their ceasing operations entirely, which could adversely affect the value of your investment in Altin:Fund.

ifThe ~~any~~general ofpartner ~~its~~may ~~key~~terminate, ~~persons~~replace ~~were to leave~~ and/or beadd ~~unable~~trading toadvisors ~~carry~~in ~~out~~its ~~his~~sole ~~or her present responsibilities~~discretion, itwhich ~~may~~could ~~have~~cause andisruptions ~~adverse~~in ~~affect~~Altin:Fund’s ontrading ~~the~~and ~~management~~potential ~~of Altin:Fund~~losses.

The general partner ~~places~~may ~~significant~~terminate, ~~reliance~~substitute or retain trading advisors on behalf of Altin:Fund in its sole discretion. The addition of a new trading advisor and/or the removal of one or more of the current trading advisors ~~and~~may ~~investment~~cause ~~platforms~~disruptions in Altin:Fund’s trading as assets are reallocated and ~~their~~new ~~key~~trading ~~personnel~~advisors transition over to Altin:Fund, which may have an adverse effect on the net asset value of Altin:Fund.

The general partner’s ~~relies~~allocation ~~on the trading advisors and investment platforms to achieve trading gains for Altin:Fund, entrusting each~~ of ~~them with the responsibility for, and discretion over, the investment of their allocated portions of~~ Altin:Fund'’s assets. ~~The~~among trading advisors and investment platforms in turn, are dependent on the services of a limited number of persons to develop and refine their trading approaches and strategies and execute Altin:Fund's transactions. The loss of the services of any trading advisor's or investment platform's principals or key employees, or the failure of those principals or key employees to function effectively as a team, may ~~have~~result an adverse effect on that trading advisor's or investment platform's ability to manage its trading activities successfully or may cause the trading advisor or investment platform to cease operations entirely, each of which, in ~~turn,~~less ~~could~~than ~~negatively~~optimal ~~impact Altin:Fund's~~ performance. ~~The~~by individuals listed in this prospectus under each major trading advisor's or investment platform's summary in this prospectus have major roles in developing, refining and implementing each of their trading advisor's or investment platform's trading strategies and operating its business. The death, incapacity or other prolonged unavailability of such individuals likely would greatly hinder these trading advisors' operations, and could result in their ceasing operations entirely, which could adversely affect the value of your investment in Altin:Fund.

The general partner may ~~terminate,~~reallocate ~~replace~~assets ~~and/or~~among ~~add~~the trading advisors upon termination of a trading advisor or ~~investment~~retention ~~platforms~~of a new trading advisor or at the commencement of any month. Consequently, the net assets of Altin:Fund may be apportioned among the trading advisors in ~~its~~a ~~sole~~different ~~discretion~~manner than the currently contemplated apportionment. The general partner’s allocation of assets will directly affect the profitability of Altin:Fund’s trading, possibly in an adverse manner. For example, a trading advisor may experience a high rate of return but may be managing only a small percentage of Altin:Fund’s net assets. In this case, the trading advisor’s performance could have a minimal effect on the net asset value of Altin:Fund.

The general partner may terminate, substitute or retain trading advisors or investment platforms on behalf of Altin:Fund in its sole discretion. The addition of a new trading advisor or investment platform and/or the removal of one or more of the current trading advisors or investment platforms may cause disruptions in Altin:Fund's trading as assets are reallocated and new trading advisors or investment platforms transition over to Altin:Fund, which may have an adverse effect on the net asset value of Altin:Fund.

The general partner's allocation of the assets of each class of Altin:Fund among trading advisors and investment platforms may result in less than optimal performance by Altin:Fund.

The general partner may reallocate assets among the trading advisors and investment platforms upon termination of a trading advisor or investment platform or retention of a new trading advisor or investment platform or at the commencement of any month. Consequently, the net assets of Altin:Fund may be apportioned among the trading advisors or investment platforms in a different manner than the currently contemplated apportionment. The general partner's allocation of assets will directly affect the profitability of Altin:Fund's trading, possibly in an adverse manner. For example, a trading advisor or investment platform may experience a high rate of return but may be managing only a small percentage of Altin:Fund's net assets. In this case, the trading advisor's or investment platform's performance could have a minimal effect on the net asset value of Altin:Fund.

The limited partnership agreement limits your claims against the general partner.

Altin:Fund has agreed, in the limited partnership agreement, to indemnify the general partner against liability for losses of Altin:Fund, (including losses caused by the financial failure of brokers, dealers and custodians used by Altin:Fund), resulting from acts or omissions, whether or not disclosed, unless fraud, bad faith, willful neglect, recklessness or gross negligence by the general partner is involved, and to reimburse it for attorneys' fees and expenses incurred in defending certain actions, which attorneys' fees and expenses are to be reimbursed as incurred. Accordingly, you may be entitled to a more limited right of action against the general partner than you would otherwise have received absent the limitation in the limited partnership agreement.

Third parties may infringe or otherwise violate a trading advisor's intellectual property rights or assert that a trading advisor has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention.38

~~Third~~involved, ~~parties~~and ~~may~~to ~~obtain~~reimburse ~~and~~it ~~use~~for aattorneys’ ~~trading~~fees ~~advisor's~~and ~~intellectual~~expenses ~~property~~incurred orin ~~technology~~defending certain actions, ~~including~~which ~~its~~attorneys’ ~~trading~~fees ~~program~~and ~~software,~~expenses ~~without~~are ~~permission~~to be reimbursed as incurred. Accordingly, ~~Any~~you ~~unauthorized~~may ~~use~~be ofentitled to a ~~trading~~more ~~advisor's~~limited ~~proprietary~~right ~~software~~of ~~and~~ action against the general partner than you would otherwise have received absent the limitation in the limited partnership agreement.

~~other~~The ~~technology~~success ~~could~~of ~~adversely~~Altin:Fund ~~affect~~depends ~~its~~on ~~competitive advantage. Proprietary software and other technology are becoming increasingly easy to duplicate, particularly as employees with proprietary knowledge leave~~ the ~~owner~~ability ~~or licensed user~~ of ~~that~~each ~~software or other technology. Each trading advisor may have difficulty monitoring unauthorized uses~~ of its proprietary software and other technology. The precautions it has taken may not prevent misappropriation or infringement of its proprietary software and other technology. Also, third parties may independently develop proprietary software and other technology similar to that of a trading advisor or claim that the trading ~~advisor~~advisors’ ~~has~~personnel ~~violated~~to ~~their~~accurately ~~intellectual~~implement ~~property rights, including~~ their ~~copyrights,~~trading ~~trademark rights~~systems, ~~trade names, trade secrets~~ and ~~patent~~any ~~rights.~~failure ~~As a result, a trading advisor may have~~ to ~~litigate~~do inso ~~the~~could ~~future~~subject to protect its trade secrets, determine the validity and scope of other parties' proprietary rights, defend itself against claims that it has infringed or otherwise violated other parties' rights, or defend itself against claims that its rights are invalid. Any litigation of this type, even if the trading advisor is successful and regardless of the merits, may result in significant costs, divert its resources from Altin:Fund, ~~or require it~~ to ~~change~~losses ~~its~~on ~~proprietary~~such ~~software and other technology or enter into royalty or licensing agreements~~transactions.

The ~~success~~trading ofadvisors’ ~~Altin:Fund~~computerized ~~depends~~trading systems rely on the ~~ability~~trading ofadvisors’ ~~each~~personnel ofto accurately process the systems’ outputs and execute the transactions called for by the systems. In addition, each trading ~~advisors'~~advisor ~~personnel~~relies on its staff to ~~accurately~~properly ~~implement~~operate ~~their~~and maintain its computer and communications systems upon which the trading systems, rely. Execution and ~~any~~operation ~~failure~~of toeach dotrading soadvisor’s ~~could~~systems is therefore subject to human errors. Any failure, inaccuracy or delay in implementing any of the trading advisors’ systems and executing Altin:Fund’s transactions could impair its ability to ~~losses~~identify profit opportunities and benefit from them. It could also result in decisions to undertake transactions based on ~~such~~inaccurate or incomplete information. This could cause substantial losses on transactions.

~~The~~Altin:Fund ~~trading~~may ~~advisors'~~experience ~~computerized~~substantial ~~trading~~losses ~~systems rely~~ on ~~the trading advisors' personnel to accurately process the systems' outputs and execute the~~ transactions ~~called~~if ~~for~~a ~~by the systems. In addition, each~~ trading advisor’s ~~relies on its staff to properly operate and maintain its~~ computer ~~and~~or communications systems ~~upon which the trading systems rely~~fail. Execution and operation of each trading advisor's systems is therefore subject to human errors. Any failure, inaccuracy or delay in implementing any of the trading advisors' systems and executing Altin:Fund's transactions could impair its ability to identify profit opportunities and benefit from them. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions.

~~Altin:Fund~~Each ~~may~~trading ~~experience~~advisor’s ~~substantial~~trading ~~losses~~activities, including its risk management, depends on ~~transactions~~the ifintegrity and performance of the computer and communications systems supporting it. Extraordinary transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster or other catastrophe could cause any trading advisor'’s computer systems to operate at an unacceptably slow speed or ~~communications~~even fail. Any significant degradation or failure of the systems ~~fail~~that a trading advisor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damage to the trading advisor’s, general partner’s and Altin:Fund’s reputations, increased operational expenses and diversion of technical resources.

~~Each~~The ~~trading~~occurrence ~~advisor's trading activities, including its risk management, depends on the integrity and performance~~ of ~~the~~a ~~computer~~terrorist ~~and communications systems supporting it. Extraordinary transaction volume~~attack, ~~hardware~~ or ~~software~~the ~~failure~~outbreak, ~~power~~continuation or ~~telecommunications~~expansion ~~failure,~~of awar ~~natural disaster~~ or other ~~catastrophe~~hostilities could ~~cause~~disrupt ~~any trading advisor'~~Altin:Fund’s ~~computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure of the systems that a~~ trading ~~advisor~~activity ~~uses to gather~~ and ~~analyze~~materially ~~information,~~affect enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damage to the trading advisor's, general partner's and Altin:Fund'’s ~~reputations, increased operational expenses and diversion of technical resources~~profitability.

IfThe aoperations of the general partner, the trading ~~advisor~~advisors, orAltin:Fund, ~~third~~the ~~parties~~exchanges, onbrokers ~~which~~and acounterparties ~~trading~~with ~~advisor~~whom ~~depends~~the general partner, ~~fail~~the totrading ~~upgrade~~advisors ~~computer~~and Altin:Fund do business, and ~~communications~~the ~~systems~~markets in which the general partner, the trading advisors and Altin:Fund's ~~financial~~do ~~condition~~business could be ~~harmed~~severely disrupted in the event of a major terrorist attack or the outbreak, continuation or expansion of war or other hostilities.

The development of complex communications and new technologies may render the existing computer and communications systems supporting the trading advisors' trading activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, FCMs and the executing brokers used by the trading advisors. As a result, if these third parties upgrade their systems, the trading advisors will need to make corresponding upgrades to continue effectively its trading activities. Altin:Fund's future success will depend on each trading advisor's and third parties' ability to respond to changing technologies on a timely and cost-effective basis.

Each trading advisor depends on the reliable performance of the computer or communications systems of third parties, such as brokers and futures exchanges, and may experience substantial losses on transactions if they fail.

Each trading advisor depends on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the trading advisor uses to conduct trading activities. Failure or inadequate performance of any of these systems could adversely affect the trading advisor's ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce Altin:Fund's available capital. For example, unavailability of price

quotations from third parties may make it difficult or impossible for a trading advisor to use its proprietary software that it relies upon to conduct its trading activities. Unavailability of records from brokerage firms can make it difficult or impossible for the trading advisor to accurately determine which transactions have been executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the trading advisor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.

The occurrence of a terrorist attack, or the outbreak, continuation or expansion of war or other hostilities could disrupt Altin:Fund's trading activity and materially affect Altin:Fund's profitability.

The operations of the general partner, the trading advisors, the investment platforms, Altin:Fund, the exchanges, brokers and counterparties with whom the general partner, the trading advisors, the investment platforms and Altin:Fund do business, and the markets in which the general partner, the trading advisors, the investment platforms and Altin:Fund do business could be severely disrupted in the event of a major terrorist attack or the outbreak, continuation or expansion of war or other hostilities. The aftermath of the war and continuing reconstruction process in Iraq, global anti-terrorism initiatives and political unrest in the Middle East and Southeast Asia continue to fuel this concern.

If any of the trading advisors are unable to attract and retain qualified employees, its ability to conduct trading activities may be adversely affected.

Altin:Fund's future success and growth depends on each trading advisor's ability to attract and retain employees that fit its culture. There is intense competition for the limited pool of qualified personnel that meets these criteria. If any of the trading advisors are unable to attract and retain qualified personnel, its ability to successfully execute its trading strategies may be diminished.

Regulation of the commodity interest markets is extensive and constantly changing; future regulatory developments are impossible to predict, but may significantly and adversely affect Altin:Fund.

The futures, options on futures and security futures markets are subject to comprehensive statutes, regulations and margin requirements. Recent legislation has created a new multi-tiered structure of exchanges in the ~~United~~U.S. ~~States~~ subject to varying degrees of regulation, and rules and interpretations regarding various aspects of this new regulatory structure have only recently been proposed or finalized. Traditional futures exchanges, which are ~~now~~ called designated contract markets, are now subject to more streamlined and flexible core principles rather than the prior statutory and regulatory mandates. However, with respect to these traditional futures exchanges, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading.

The regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by government and judicial action. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the derivatives markets in general. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in Altin:Fund or the ability of the trading advisors to continue to implement their respective investment strategies. The effect of future regulatory change on Altin:Fund is impossible to predict, but could be substantial and adverse.39

~~Government~~with ~~regulations~~respect ~~may~~to ~~change~~these traditional futures exchanges, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading.

~~Considerable~~The ~~regulatory~~regulation ~~attention~~of ~~has~~commodity ~~recently~~interest ~~been~~transactions ~~focused~~in onthe ~~publicly~~U.S. ~~distributed~~is ~~partnerships,~~a rapidly changing area of law and, inis ~~particular,~~subject onto ~~"commodity~~ongoing ~~pools"~~modification ~~such~~by asgovernment ~~Altin:Fund.~~and judicial action. In addition, ~~tax~~various ~~law~~national ~~revisions~~governments ~~could~~ have aexpressed ~~materially~~concern ~~adverse~~regarding ~~effect~~the ondisruptive ~~Altin:Fund.~~effects ~~Concern~~of ~~has~~speculative ~~also~~trading ~~been~~in ~~expressed~~the ~~about~~currency ~~speculative~~markets ~~pools~~and ofthe ~~capital~~need ~~trading~~to regulate the derivatives markets in general. For example, the ~~currency~~Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) became law in July 2010. The Reform Act seeks to regulate markets, ~~because~~market ~~these~~participants ~~pools~~and financial instruments that previously have been unregulated, and substantially alters the ~~potential~~regulation toof ~~disrupt~~many ~~central~~other ~~banks'~~markets, ~~attempts~~market toparticipants ~~influence~~and ~~exchange~~financial ~~rates~~instruments. Many Inprovisions of the ~~current~~Reform ~~environment,~~Act ~~you~~require ~~must~~rulemaking ~~recognize~~by the applicable regulators before becoming fully effective and the Reform Act mandates multiple agency reports and studies, which could result in additional legislative or regulatory action. There is a possibility ~~that~~of future regulatory changes ~~may alter~~altering, perhaps to a material extent, the nature of an investment in Altin:Fund or the ability of the trading advisors to continue to implement their respective investment strategies. The effect of future regulatory change on Altin:Fund is impossible to predict, but could be substantial and adverse.

NoChanges in government ~~insurance~~regulations ~~protection~~could have a material adverse affect on Altin:Fund.

~~Unlike~~Considerable aregulatory ~~deposit~~attention ~~with~~has arecently ~~bank,~~been anfocused ~~investment~~on inpublicly ~~Altin:Fund~~distributed ispartnerships, ~~not~~and, ~~insured~~in orparticular, ~~guaranteed~~on by“commodity ~~the~~pools” ~~FDIC~~such oras ~~any~~Altin:Fund. In ~~other~~addition, ~~federal~~tax orlaw ~~state~~revisions ~~government~~could ~~agency.~~have ~~Furthermore,~~a ~~your~~materially ~~investment~~adverse ineffect on Altin:Fund. Concern ~~will~~has ~~not~~also bebeen ~~afforded~~expressed ~~the~~about ~~protections~~speculative ~~provided~~pools ~~under~~of ~~SIPC.~~capital ~~Also~~trading in the currency markets, anbecause ~~investment~~these ispools ~~Altin:Fund~~have isthe ~~not~~potential ~~guaranteed~~to bydisrupt ~~any~~central ~~entity~~banks’ orattempts ~~person~~to ~~including~~influence exchange rates. In the ~~general~~current ~~partner~~environment, ~~its~~you ~~principals~~must recognize the possibility that future changes may alter, orperhaps ~~any~~to ~~other~~a ~~firm~~material ~~doing~~extent, ~~business~~the ~~with~~nature of an investment in Altin:Fund.

Tax Risks

Your tax liability may exceed your cash distributions.

Cash is distributed to limited partners at the sole discretion of the general partner, and the general partner does not currently intend to distribute cash to limited partners. Limited partners nevertheless will be subject to federal income tax on their share of Altin:Fund'’s net income and gain each year, regardless of whether they redeem any units or receive any cash distributions from Altin:Fund.

You could owe taxes on your share of Altin:Fund'’s ordinary income despite overall losses.

Gain or loss on domestic futures and options on futures as well as on most foreign currency contracts will generally be taxed as capital gains or losses for U.S. federal income tax purposes. Interest income and other ordinary income earned by Altin:Fund generally cannot be offset by capital losses. Consequently, you could owe taxes on your allocable share of Altin:Fund'’s ordinary income for a calendar year even if Altin:Fund reports a net trading loss for that year. Also, your ability to deduct particular operating expenses of Altin:Fund, such as trading advisor ~~consulting~~management fees, may be subject to limitations for purposes of calculating your federal and/or state and local income tax liability.

~~Investment~~Partnership ~~advisory~~treatment ~~fees~~is ~~could~~not beassured, ~~treated~~causing asinvestors ~~ordinary~~to ~~expenses~~incur additional tax liabilities.

~~The~~Altin:Fund ~~general~~has ~~partner~~received ~~does~~an ~~not~~opinion ~~intend~~of counsel to ~~treat~~ the ~~ordinary~~effect ~~expenses~~that, ofunder ~~Altin:Fund~~current asU.S. ~~"investment advisory fees" for~~ federal income tax ~~purposes. The general partner believes that this is the position adopted by virtually all United States futures fund sponsors. However~~law, ~~if the ordinary expenses of~~ Altin:Fund ~~were~~will to be ~~characterized~~treated as ~~"investment~~a ~~advisory~~partnership ~~fees,"~~for ~~they~~U.S. ~~would~~federal beincome ~~subject~~tax ~~to substantial restrictions on deductibility~~purposes, ~~and~~provided ~~you~~that ~~would~~(a) at ~~pay~~least ~~increased~~90% ~~taxes in respect~~ of ~~your investment in~~ Altin:Fund’s ~~and~~annual ~~could~~gross ~~actually~~income ~~recognize~~has ~~taxable~~consisted ~~income~~of ~~despite~~and ~~having~~will ~~incurred~~continue ato ~~financial~~consist ~~loss.~~of

~~Partnership treatment is not assured.~~40

~~Altin:Fund~~“qualifying ~~has received an opinion of counsel to the effect that, under current U.S. federal~~ income” ~~tax law, Altin:Fund will be treated~~ as adefined ~~partnership~~in ~~for~~Section ~~U.S. federal income tax purposes, provided that~~ 7704(ac) ~~at least 90%~~ of ~~Altin:Fund's~~the ~~annual~~Internal ~~gross~~Revenue ~~income~~Code ~~has previously consisted~~ of ~~and~~1986, ~~currently consists of "qualifying income"~~ as ~~defined~~amended ~~in the~~ (“IRC”), and (b) Altin:Fund is organized and operated in accordance with its governing agreements and applicable law. The general partner believes it is likely, but not certain, that Altin:Fund will continue to meet the income test. An opinion of counsel is subject to changes in applicable tax laws and is not binding on the IRS or the courts.

If Altin:Fund were to be treated as an association or publicly traded partnership taxable as a corporation instead of as a partnership for U.S. federal income tax purposes, : (1) its net income would be taxed at corporate income tax rates, thereby substantially reducing its profitability, (2) you would not be allowed to deduct your share of losses of Altin:Fund, and (3) any distributions to you, other than liquidating distributions, would constitute dividends to the extent of Altin:Fund'’s current or accumulated earnings and profits, and would be taxable as such.

~~There~~A istax ~~the~~audit ~~possibility~~could result in adjustments of aAltin:Fund’s ~~tax~~income ~~audit~~and deductions, which may require investors to pay additional taxes.

We cannot assure you that Altin:Fund'’s tax returns will not be audited by a taxing authority or that an audit will not result in adjustments to Altin:Fund'’s returns. Any adjustments resulting from an audit may require each limited partner to file an amended tax return and to pay additional taxes plus interest and possibly penalties, which generally is not deductible, and might result in an audit of a limited partner'’s own return. Any audit of a limited partner'’s return could result in adjustments of non-Altin:Fund, as well as Altin:Fund, income and deductions.

Taxes and economics may not match during a calendar year.

The income tax effect of Altin:Fund'’s transactions on you may differ from the economic consequences of those transactions to you during a calendar year.

Non-U.S. investors may face exchange rate risk and local tax consequences.

Non-U.S. investors should note that the units are denominated in U.S. dollars and that changes in the rates of exchange between currencies may cause the value of their investment to decrease. Non-U.S. investors may not be required to pay U.S. income tax on capital gains from commodity interest trading. If the law requires Altin:Fund to withhold a portion of the income you earn because you are a non-U.S. investor, Altin:Fund may redeem all or a portion of your units to pay the U.S. Department of Treasury taxes you owe. If you believe amounts were improperly withheld, you must directly deal with the U.S. Department of Treasury. Non-U.S. investors should consult their own tax advisors concerning the applicable U.S. and foreign tax implications of this investment.

Investors should consult their own tax advisors prior to investing in Altin:Fund because tax consequences can differ for different investors.

You are strongly urged to consult your own tax advisor and counsel about the possible tax consequences to you of an investment in Altin:Fund. Tax consequences may differ for different investors, and you could be affected by changes in the tax laws.

The foregoing risk factors are not a complete explanation of all the risks involved in purchasing interests in a fund that invests in the highly speculative, highly leveraged trading of futures, forwards and options. You should read this entire prospectus before determining to subscribe for units.41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements that reflect the general partner'’s current expectations about the future results, performance, prospects and opportunities of Altin:Fund. The general partner has tried to identify these forward-looking statements by using words such as "“may,"” "“will,"” "“expect,"” "“anticipate,"” "“believe,"” "“intend,"” "“should,"” "“estimate"” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the general partner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in "“Risk Factors"” and elsewhere in this prospectus, and unknown, that could cause Altin:Fund'’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

You should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, the general partner undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this prospectus, as a result of new information, future events or changed circumstances or for any other reason after the date of this prospectus.

USE OF PROCEEDS

The proceeds of the initial offering will be deposited in Altin:Fund'’s escrow account, and ~~then~~thereafter ~~upon~~proceeds from the continuous offering will be deposited in Altin:Fund’s custodial account. Upon each closing, approximately 70% to 90% of those funds will be transferred to Altin:Fund'’s segregated accounts with the ~~FCM~~FCMs to allow the trading advisors ~~and investment platforms~~ to engage in trading activities in accordance with Altin:Fund'’s ~~trading~~investment ~~policies~~objectives and the trading advisors'’ ~~and investment platforms'~~ respective trading strategies. The ~~funds~~general ~~are~~partner ~~held~~anticipates byallocating ~~the FCM in a segregated account pursuant~~ to ~~the~~each ~~CEA~~of ~~and~~these ~~CFTC~~trading ~~regulations~~advisors ~~and~~as ~~are~~follows: Welton ~~generally~~Investment ~~held in U.S. government securities. Of the 70~~Corporation—25%; toRosetta ~~90%~~Capital ~~of funds transferred to the FCM~~Management, ~~approximately 30~~LLC—10%; toFall ~~50%~~River ~~will be committed as margin for futures~~Capital, ~~options~~LLC—10%; onQuantMetrics ~~futures~~Capital orManagement ~~security~~LLP—16%; ~~futures contracts~~ and ~~approximately 5~~25% to 8%another ~~will~~trading advisor to be ~~invested~~added inby ~~other~~a ~~non~~pre-~~regulated~~effective ~~investment vehicles such as hedge funds and private managed futures funds~~amendment. Additionally, As the ~~assets~~general inpartner ~~Altin:Fund increase~~may, ~~the~~in ~~general~~its ~~partner~~discretion, ~~expects~~allocate ~~that~~less ~~the~~than ~~amount~~10% of Altin:Fund'’s assets ~~invested in non-regulated investment vehicles will decrease. Any assets held~~ to ~~initiate~~investments ~~and maintain forward, over-the-counter options, swap or spot contracts are not held~~ in ~~segregation~~third orparty ~~otherwise~~private ~~regulated~~placement ~~under~~offerings ~~the~~of ~~CEA~~other ~~and~~commodity ~~generally are held either in U~~funds.S. The ~~government~~initial ~~securities~~allocations ~~or short-term time deposits with U.S.-regulated banks, which~~ may orvary ~~may~~from ~~not~~these ~~be affiliated with the FCM, its affiliates or other dealers. The~~ percentages ~~set~~due ~~forth~~to ~~above are estimates of ranges expected by~~ the ~~general~~timing ~~partner as~~ of ~~the date of this prospectus. The general partner~~deposits, ~~however,~~market ~~has~~conditions ~~discretion~~or inother ~~allocating~~circumstances beyond Altin:Fund'’s ~~assets,~~control. The sopercentage ~~the~~allocations ~~actual~~will ~~percentages~~change ~~may~~from ~~vary~~time ~~significantly~~to ~~from~~time, ~~these~~based ~~estimates~~on ~~once~~the ~~actual~~sole ~~trading~~discretion of ~~Altin:Fund has commenced and~~ the general partner ~~implements its trading policies and strategies~~.

The ~~general~~funds ~~partner~~are ~~anticipates~~held ~~investing~~by ~~the~~each ~~remaining~~FCM ~~assets~~in ~~held~~a ~~with~~segregated account pursuant to the ~~FCM~~CEA, and CFTC regulations and are generally held in U.S. ~~Treasury~~government securities. Of the 70% to 90% of funds transferred to the FCMs, ~~including~~approximately ~~treasury~~30% ~~bills~~to ~~and~~50% ~~repurchase~~will ~~agreements~~be ~~utilizing~~committed ~~investment~~as ~~grade~~margin ~~securities~~for futures, ~~securities~~options ~~issued~~on byfutures ~~U.S.~~or ~~government~~security ~~agencies~~futures contracts and approximately 5% to 8% will be invested in other non-regulated investment ~~grade~~vehicles ~~money~~such ~~market~~as ~~securities~~hedge funds and privately managed futures funds. As ~~Investors~~the ~~should~~assets ~~note~~in Altin:Fund increase, the general partner expects that ~~maintenance~~the amount of Altin:Fund'’s assets invested in non-regulated investment vehicles will decrease. Any assets held to initiate and maintain forward, over-the-counter options, swap or spot contracts are not held in segregation or otherwise regulated under the CEA and generally are held either in U.S. government securities ~~and~~or short-term time deposits with U.S.-regulated banks, ~~does~~which may or may not ~~reduce~~be affiliated with any of the ~~risk~~FCMs, their respective affiliates or other dealers. The percentages set forth above are estimates of ~~loss~~ranges ~~from~~expected ~~trading~~by ~~commodity~~the ~~interest~~general ~~contracts~~partner as of the date of this prospectus. The general partner, however, has discretion in allocating Altin:Fund’s ~~receives~~assets, ~~all~~so ~~interest~~the ~~earned~~actual onpercentages may vary significantly from these estimates once actual trading of Altin:Fund has commenced and the general partner implements its ~~assets~~investment objectives and trading strategies.

The general partner anticipates ~~depositing~~investing the ~~remainder~~remaining ofassets held with the ~~offering~~FCMs ~~proceeds~~in ~~which~~U.S. ~~are~~Treasury ~~not~~securities, ~~allocated~~including totreasury ~~the~~bills ~~FCM,~~and inrepurchase ~~segregated~~agreements ~~accounts~~utilizing atinvestment agrade ~~federally~~securities, ~~insured~~securities ~~financial~~issued ~~institution~~by ~~and~~U.S. ~~invested~~government inagencies ~~interest~~and ~~bearing~~other ~~accounts~~investment orgrade ~~certificates~~money ofmarket ~~deposit~~securities. Investors ~~The~~should ~~general~~note ~~partner~~that ~~anticipates~~maintenance ~~that~~of ~~proceeds~~Altin:Fund’s ~~held~~assets in aU.S. ~~bank~~government ~~will~~securities beand ~~used~~banks todoes ~~cover~~not ~~redemptions~~reduce ~~and~~the ~~day-to-day~~risk ~~business~~of ~~expenses,~~loss ~~and~~from ~~will~~trading ~~not~~commodity beinterest ~~used~~contracts. Altin:Fund ~~for~~receives ~~distributions~~all tointerest ~~limited~~earned ~~partners~~on its assets.

The general partner anticipates depositing the remainder of the offering proceeds which are not allocated to the FCMs, in segregated accounts at a federally insured financial institution and invested in interest bearing accounts or certificates of deposit. The general partner anticipates that proceeds held in a bank will be used to cover redemptions and day-to-day business expenses, and will not be used for distributions to limited partners.

The percentages described in this section will change from time to time depending on the margin requirements on open positions and the interest rates at the time. Specifically, these percentages may be higher, or substantially lower if investment opportunities or expected returns on investments become more attractive at other acceptable institutions.

ALTIN:FUND

Altin:Fund is ~~engaged~~a inmulti-advisor commodity pool. As of the date of this prospectus, Altin:Fund has not yet commenced trading operations. At the end of the initial offering period, Altin:Fund will commence trading U.S. and international futures, forwards, options on futures contracts, forward contracts, commodities, security futures contracts, spot contracts and other commodity interest contracts, by implementing the trading methods of the independent commodity trading advisors engaged by the general partner on behalf of Altin:Fund or, from time to time, by investing directly into private funds engaged in similar trading. The commodities underlying the foregoing contracts may include stock indices, interest rates, currencies, or physical commodities, such as agricultural products, energy products or metals. Altin:Fund'’s general partner, commodity pool operator and sponsor is Altin Holdings, LLC, a Michigan limited liability company. ~~The president of Altin Holdings, LLC, and the individual who makes all trading decisions for Altin:Fund, is Sebastian Lucido.~~

Altin:Fund was organized in April 2009, as a Delaware limited partnership. Altin:Fund'’s business address is 805 Oakwood Drive, Suite 125, Rochester, Michigan 48307. Altin:Fund'’s telephone number is (248) 413-6100; toll-free (877) 890-5585; and its facsimile number is (248) 413-6110. Altin:Fund'’s website address is www.altinfund.com. The information on this website is not incorporated into this prospectus.

Altin:Fund has no directors, officers or employees. Altin:Fund’s affairs are managed by the general partner.

THE GENERAL PARTNER

Background

Altin Holdings, LLC is a Michigan limited liability company formed in January 2006 and serves as the general partner of Altin:Fund. The general partner has been registered as a commodity pool operator since March 2006 and ~~has been~~ a member of the NFA since March 2006. The general partner organized Altin:Fund as a Delaware limited partnership and commodity pool in April 2009. Altin:Fund has not yet commenced trading operations. The general partner has ~~also organized and serves as the commodity pool operator for a private fund, Altin:Private Fund, Limited Partnership, a Michigan limited partnership. Altin:Private Fund has~~ been ~~operating since January 2007. The general partner has been~~ registered as an investment ~~adviser~~advisor with the SEC since November 2008.

The general partner is solely responsible for the general management of Altin:Fund under the limited partnership agreement. The limited partners may not participate in the management or control of Altin:Fund'’s business or affairs. The general partner has full responsibility for this offering, the selection, monitoring and replacement of the trading advisors, the ongoing operation of Altin:Fund, the preparation and mailing of monthly and annual reports, the filing of all required reports with the SEC, ~~CFTC~~NFA and other regulatory or self-regulatory authorities, the preparation of tax returns for Altin:Fund, the handling of redemption requests, the investment of Altin:Fund'’s funds not committed to trading in U.S. government obligations or bank depositories and the admission of additional limited partners. The general partner utilizes the services of third parties to assist in the provision of some of these services.

The general partner may engage in other business ventures, including those which may be competitive with the operations and business of Altin:Fund. ~~In particular~~ Currently, the general partner ~~is also the general partner of, and exercises full and complete management and control of, Altin:Private Fund's business and operations, and also~~ serves as the advisor for certain individual clients'’ accounts traded in the equity markets.

The general partner may, upon 120 days' prior written notice to all limited partners, withdraw from Altin:Fund. Upon the adjudication of bankruptcy or insolvency, or the dissolution or withdrawal of the general partner, the limited partners may, upon the affirmative vote of a majority of the units, continue Altin:Fund and appoint a successor general partner. In the absence of such affirmative vote, Altin:Fund will be dissolved. The limited partners may also remove the general partner upon the affirmative vote of a majority of the units.

The general partner also serves as Altin:Fund's "tax matters partner." As such, the general partner will receive the IRS's initial notice with respect to any financial partnership administrative adjustment initiated by the IRS. Although each limited partner will be entitled to participate in the administrative proceedings at the Altin:Fund level, the general partner will determine whether Altin:Fund, as such, will challenge any adjustment proposed by the IRS.44

~~There~~Altin:Fund ~~have~~and ~~been~~appoint noa ~~material~~successor ~~administrative,~~general ~~civil~~partner. In orthe ~~criminal~~absence ~~actions~~of ~~against~~such ~~the~~affirmative ~~general~~vote, ~~partner~~Altin:Fund ~~since~~will ~~its~~be ~~formation,~~dissolved. The orlimited ~~its~~partners ~~principals~~may ~~within~~also inremove the ~~last~~general 5partner ~~years,~~upon ~~and~~the noaffirmative ~~such~~vote ~~actions~~of ~~currently~~a ~~are~~majority ~~pending~~of the units.

The ~~limited~~general ~~partnership~~partner ~~agreement~~also ~~requires~~serves as Altin:Fund’s “tax matters partner.” As such, the general partner towill ~~own~~receive ~~units~~the inIRS’s ~~Altin:Fund~~initial innotice anwith ~~amount~~respect atto ~~least~~any ~~equal~~financial topartnership administrative adjustment initiated by the ~~greater~~IRS. Although ofeach 1%limited ofpartner ~~total~~will ~~capital~~be ~~contributions~~entitled orto ~~$25,000~~participate ~~(if~~in the ~~offering~~administrative isproceedings ~~fully~~at ~~subscribed~~the Altin:Fund level, ~~$440~~the general partner will determine whether Altin:Fund,~~000)~~ as such, will challenge any adjustment proposed by the IRS.

~~ALTIN:FUND~~There ~~HAS~~have ~~NOT~~been ~~COMMENCED~~no ~~TRADING~~material SOadministrative, ITcivil ~~DOES~~or ~~NOT~~criminal ~~HAVE~~actions ~~ANY~~against ~~PAST PERFORMANCE. The past performance of~~ the general partner ~~with regard to Altin:Private Fund is found on page 74. Altin:Private Fund has been trading continuously~~ since ~~January~~its ~~2007. As of March 31~~formation, ~~2009,~~or ~~Altin:Private~~its ~~Fund~~principals ~~had~~within ain ~~net asset value of $5,102,817,17 million and 35 limited partners; as of June 30, 2009,~~ the ~~net~~last ~~asset~~ten ~~value was $4~~years,~~880,594.13~~ and itno ~~had~~such 48actions ~~limited~~currently ~~partners.~~are ~~Since its inception, Altin:Private Fund offered its limited partnership interests exclusively to qualified investors on a private placement basis~~pending.

~~Altin:Fund~~The ~~will~~limited bepartnership ~~invested~~agreement ~~using~~requires the ~~same~~ general ~~strategies~~partner ofto ~~Altin:Private~~own ~~Fund.~~units ~~However,~~in ~~the performance of~~ Altin:~~Private~~ Fund ~~should~~in ~~not~~an beamount ~~construed~~at toleast beequal anto ~~indication of~~ the ~~future~~greater ~~performance~~ of ~~Altin:Fund~~(1) 1.0% ~~Past~~of ~~performance~~total iscapital ~~not~~contributions, ~~indicative~~or of(2) $25,000, ~~future~~during ~~results.~~any ~~The~~time ~~performance of~~ Altin:~~Private~~ Fund isunits ~~disclosed~~are ~~for~~publicly ~~the~~offered ~~sole~~for ~~purpose of providing information with respect to the general partner's performance~~sale.

~~Principals~~Altin:Fund ofhas ~~the~~not ~~general~~commenced ~~partner~~trading, so it does not have any past performance.

~~Sebastian~~The ~~Lucido,~~general ~~age~~partner ~~51,~~also ~~the~~organized ~~president~~ and aserved ~~member~~as of the ~~board~~commodity ofpool ~~managers~~operator offor ~~the~~a ~~general~~private ~~partner~~fund, ~~has~~Altin:Private ~~been~~Fund, ~~solely~~Limited ~~responsible~~Partnership, ~~for the management of the general partner since its formation. Mr. Lucido has been~~ a ~~registered~~Michigan ~~representative~~limited ~~since 1992 and he has been registered with Mid America Financial Services~~partnership, ~~Inc.,~~which acommenced ~~registered~~operations ~~broker-dealer based~~ in ~~Joplin,~~January ~~Missouri, since 2006~~2007. As ~~Prior~~of toSeptember ~~that~~30, ~~Mr.~~2010, ~~Lucido~~Altin:Private ~~was~~Fund aterminated ~~registered~~all ~~representative~~activities and ~~branch office manager of~~ the ~~Macomb~~general ~~Township,~~partner ~~Michigan~~is ~~branch~~in ~~with~~the ~~Crown~~process ~~Capital~~of ~~Securities,~~dissolving LAltin:Private Fund.~~P.,~~ Altin:Private aFund ~~registered~~offered ~~broker-dealer~~its ~~based~~limited inpartnership ~~Orange,~~interests ~~California,~~exclusively ~~from July 1999~~ to ~~September~~qualified ~~2006.~~investors Ason a ~~registered~~private ~~representative~~placement ofbasis. ~~Mid~~The ~~America,~~past ~~Mr.~~performance ~~Lucido~~of ~~holds~~the ~~license~~general ~~designations~~partner inwith ~~Series~~regard 3,to 6,Altin:Private 7,Fund ~~23,~~is ~~63,~~found ~~and~~on 65page 67.

InAltin:Fund ~~August,~~will ~~2009,~~be invested using the same general ~~partner~~strategies ~~entered~~of ~~into~~Altin:Private ~~two~~Fund ~~unit~~although ~~purchase~~it ~~agreements~~will ~~with~~not ~~Equity~~use ~~11,~~identical ~~Ltd~~trading advisors. Thus, ~~pursuant~~the toperformance ~~which~~of ~~Equity~~Altin:Private ~~11,~~Fund ~~Ltd.~~should ~~has~~not ~~the~~be ~~right~~construed to ~~acquire~~be upan toindication aof ~~30% interest in~~ the ~~common~~future ~~units~~performance of ~~the general partner~~Altin:Fund. Past ~~The~~performance ~~acquisition~~ is ~~contingent~~not ~~upon~~indicative ~~Equity~~of ~~11,~~future ~~Ltd~~results. The ~~conducting~~performance ~~a full due diligence review~~ of ~~the~~Altin:Private ~~general~~Fund ~~partner, which it~~ is ~~currently~~disclosed infor the ~~process~~sole purpose of ~~completing.~~providing Ininformation ~~addition,~~with respect to the general partner’s ~~may~~performance ~~reject~~as ~~the~~a ~~subscription,~~commodity inpool ~~its sole discretion~~operator.

~~Each~~Principals ~~member~~ of the ~~board~~General of managers has the right to acquire up to 2 units of the general partner's class A preferred non-voting units. The units have preferred distribution and redemption rights, but no voting rights. Currently, only one board member, John Polizzi, has acquired units. A second board member, Jack Lucido, has expressed his desire to acquire 2 units, but has not executed a subscription agreement as of the date of this Prospectus.Partner

Sebastian Lucido, age 52, the president and a member of the board of managers of the general partner, has been solely responsible for the management of the general partner since its formation. Mr. Lucido has been a registered representative since 1992 and he has been registered with MidAmerica Financial Services, Inc., a registered broker-dealer based in Joplin, Missouri, since 2006. Prior to that, Mr. Lucido was a registered representative and branch office manager of the Macomb Township, Michigan branch with Crown Capital Securities, L.P., a registered broker-dealer based in Orange, California, from July 1999 to September 2006. As a registered representative of MidAmerica, Mr. Lucido holds license designations in Series 3, 6, 7, 24, 63, and 65. Mr. Lucido is the brother of Jack C. Lucido.

Each member of the board of managers was granted the right to acquire up to two units of the general partner’s class A preferred non-voting units. The units have preferred distribution and redemption rights, but no voting rights. John Polizzi and Jack Lucido have acquired such units.

Board of Managers

The general partner is managed by a board of managers, consisting of 5three members, including Mr. Lucido. A summary of the business experience of ~~3 of~~ the other members is set forth below. ~~In addition, upon exercise of its right to purchase common units of the general partner, Equity 11, Ltd. will have the right to appoint the final member of the board of managers.~~

~~Vincent~~Jack JC. ~~Brennan~~Lucido, age 49, is ~~vice~~an ~~president~~attorney ~~and~~in ~~general~~his ~~counsel~~own ofprivate ~~the~~practice ~~Warren~~in Clinton Township, Michigan. Since ~~company~~2003, ~~Energy~~he ~~Group~~has ~~Management,~~provided ~~LLC,~~ a ~~position~~range heof ~~has~~legal ~~held~~and ~~since~~advisory ~~2001~~services exclusively to a small group of business clients. Mr. Lucido ~~The~~graduated ~~company~~from ~~manages~~Wayne ~~and~~State ~~operates~~University ~~energy-focused~~with ~~operations~~a Bachelor's degree in ~~exploration~~Psychology ~~and~~in ~~production,~~1984. He ~~pipeline~~graduated ~~operations~~from ~~and~~the ~~storage~~University of ~~natural~~Detroit ~~gas~~School ~~and~~of ~~natural~~Law ~~gas~~in ~~liquids~~1993. He ~~Mr.~~subsequently ~~Brennan~~received ~~was~~Master's ~~president~~degrees ofin ~~Seger~~both ~~Financial~~Finance ofand ~~Birmingham,~~Business ~~Michigan,~~Administration from Walsh College in 1995. Mr. toLucido ~~2000,~~is anthe ~~investment~~brother ~~banking~~of ~~firm~~Sebastian Lucido.

John Polizzi, age 45, is principal in charge for the Columbus, Ohio, Detroit, Michigan, and Lansing, Michigan offices of Ryan & Company, where he has worked since 2006. Ryan & Company is a tax services firm headquartered in Dallas, Texas. Mr. Polizzi ~~Brennan~~specializes ~~received~~in ~~his~~providing ~~Bachelor~~transaction tax services to clients in a variety of ~~Arts~~industries. From ~~degree~~2002 to 2006, Mr. Polizzi was partner and founder of JohnBernard LLC, a global business tax firm, from ~~John~~2002 ~~Carroll~~to ~~University~~2006. From 2000 to 2002, he was an Indirect Tax Leader with Ernst & Young, a public accounting firm, where Mr. Polizzi principally served Fortune 500 companies in ~~1985~~the Detroit, Michigan and ~~his~~Toledo, Ohio areas. Mr. Polizzi received a Juris Doctor from ~~Detroit~~Wayne ~~College~~State University School of Law in 1992. He also received a Bachelor of Arts degree in accounting and economics from Albion College in 1987. Mr. Polizzi received his Certified Public Accountant license in 1989, and has been a member of the Institute for Professionals in Taxation since 2003.

Jack C. Lucido, is an attorney in his own private practice in Clinton Township, Michigan. Since 2003, he has provided a range of legal and advisory services exclusively to a small group of business clients.

Mr. Lucido graduated from Wayne State University with a Bachelors degree in Psychology in 1984. He graduated from the University of Detroit School of Law in 1993. He subsequently received Masters degrees in both Finance and Business Administration from Walsh College in 1995.

John Polizzi, is principal in charge for the Columbus, Ohio, Detroit, Michigan, and Lansing, Michigan offices of Ryan & Company, where he has worked since 2006. Ryan & Company is a tax services firm headquartered in Dallas, Texas. Mr. Polizzi specializes in providing transaction tax services to clients in a variety of industries.

From 2002 to 2006, Mr. Polizzi was partner and founder of JohnBernard LLC, from 2002 to 2006, a global business tax firm. From 2000 to 2002, he was an Indirect Tax Leader with Ernst & Young, a public accounting firm where Mr. Polizzi principally served Fortune 500 companies in the Detroit, Michigan and Toledo, Ohio areas.

Mr. Polizzi received a Juris Doctor from Wayne State University School of Law, in 1992. He also received a Bachelor of Arts degree in accounting and economics from Albion College in 1987. Mr. Polizzi received his Certified Public Accountant license in 1989, and has been a member of the Institute for Professionals in Taxation since 2003.

Key Officers

~~Robert~~Judith ~~Nicks~~A. Villarreal, age 58, joined the general partner in ~~August~~ October 2009 as the ~~National~~Chief ~~Manager~~Compliance ofOfficer ~~Marketing~~ and ~~Distribution~~General Counsel. Ms. Villarreal ~~Prior~~also toserves ~~joining~~as ~~the~~a ~~general~~branch ~~partner~~office manager with MidAmerica Financial Services, MrInc. Ms. Villarreal ~~Nicks~~studied ~~worked~~at Eastern Michigan University and graduated from ~~2006~~Chicago-Kent toCollege ~~2009~~of asLaw ~~the~~with ~~eastern~~a ~~division~~Juris ~~sales~~Doctor ~~manager~~(with ~~for~~high ~~Mass~~honors) ~~Mutual~~in ~~Financial~~1990. Ms. Villarreal ~~Group~~was Senior Vice President and Compliance Counsel at Central Pacific Bank in Honolulu, Hawaii from ~~2006~~April 2007 to October 2009,. She ~~where he~~ was ~~responsible~~General ~~for~~Counsel ~~the~~and ~~sale~~Chief ofCompliance ~~annuity~~Officer ~~products~~at ~~for~~Leonard & Company, a 26brokerage ~~state~~firm, ~~region.~~from ~~Prior~~September 2005 to ~~that~~April 2007. While at Leonard, MrMs. Villarreal ~~Nicks~~ also ~~worked~~served as anAnti-Money ~~independent~~Laundering ~~consultant~~(“AML”) and Privacy Compliance Officer. Ms. Villarreal served as Senior Vice President, Deputy General Counsel, Compliance and Regulatory Affairs at Man Financial Inc. from ~~2004~~August 2000 to ~~2006~~August 2005. While at Man Financial, Ms. Villarreal also served as ~~the~~AML ~~regional~~and ~~managing~~Privacy ~~director~~Compliance Officer for ~~Phoenix~~five ~~Wealth~~of ~~Management~~Man inFinancial’s ~~2004,~~U.S. ~~and~~corporate asentities. Ms. Villarreal ~~the~~is ~~senior~~a ~~vice~~Certified Regulatory Compliance Manager and Certified Anti-~~president~~Money Laundering Specialist. She is licensed to practice law in Michigan and ~~divisional~~Hawaii. As ~~sales~~a ~~director~~registered ~~for~~representative ~~Prudential~~of ~~Financial~~MidAmerica, ~~from~~Ms. Villarreal ~~1979~~holds tolicense ~~2004~~designations in Series 4, 7, 9, 10, 14, 24, 53, 55, 63, 65, 79 and 87.

~~While~~Kathleen ~~employed by Mass Mutual, Mr~~A. ~~Nicks held license designations in Series 6~~Hofer, 7,age 2451, 26joined ~~and~~the ~~63.~~general ~~Mr.~~partner ~~Nicks~~in ~~became~~October 2009 aas ~~College~~the ofChief Financial ~~Planning~~Officer. Prior ~~Chartered~~to ~~Mutual~~joining Altin:Fund, ~~Consultant~~Ms. Hofer inwas ~~1999~~Chief ~~and~~Financial ~~received~~Officer ~~certification~~with ~~from~~Bentley-Lawrence ~~American~~Securities ~~College~~Inc., as a ~~Chartered~~brokerage ~~Life~~firm, ~~Underwriter~~located ~~and~~in asTroy, aMichigan, ~~Chartered~~from ~~Financial~~June 1995 ~~Consultant~~to ~~both~~October 2009. At ~~in 1992~~Bentley-Lawrence, ~~and~~Ms. Hofer ~~completed~~held ~~the~~license ~~Life~~designations ~~Underwriter~~in ~~Training~~Series ~~Council~~7, ~~Fellowship~~24, in28 ~~1988.~~and Mr63. Ms. Hofer ~~Nicks~~graduated ~~obtained~~from aWalsh ~~Masters~~College ofin ~~Science~~Troy, ~~degree~~Michigan ~~from American College~~ in ~~2001~~1992 ~~and~~with ~~his~~a Bachelor of ~~Arts~~Accounting degree ~~from Eureka College in 1979~~.

~~Bruce~~Robert C.Nicks, ~~Greig~~age 53, joined the general partner in ~~September~~August 2009 ~~and~~as is the ~~Portfolio~~National Manager ~~for~~of ~~the~~Marketing ~~general~~and ~~partner~~Distribution. Mr. Nicks ~~From~~is ~~2008~~currently toa ~~2009~~registered ~~Mr.~~representative ~~Greig~~with ~~served~~MidAmerica asFinancial ~~the~~Services, ~~managing~~Inc. Prior ~~partner~~to ofjoining ~~Symphony~~the ~~Investment~~general ~~Group~~partner, ~~LLC,~~Mr. Nicks anworked ~~investment~~from ~~adviser~~2006 ~~firm~~to ~~which~~2009 heas ~~co-founded~~the ~~specializing~~Eastern inDivision ~~retirement~~Sales ~~plan~~Manager ~~consulting,~~for ~~design~~MassMutual ~~and~~Financial ~~management.~~Group, ~~Mr.~~where ~~Greig~~he ~~also~~was ~~worked~~responsible for ~~Flexible~~the ~~Plan~~sale ~~Investments,~~of ~~LTD,~~annuity ~~from~~products ~~1995~~for toa ~~2008,~~26 asstate ~~the~~region. Prior ~~portfolio~~to ~~manager~~that, ~~and~~Mr. Nicks ~~then~~also worked as ~~vice-president.~~an independent financial

Mr. Greig became a Chartered Financial Analyst in 1999, and is a member of the CFA Society of Detroit. He received the Chartered Market Technician designation in 2006, and the Chartered Alternative Investments Analyst designation in 2007. He is a member of the Eastern Michigan chapter of the American Association of Individual Investors and he completed level 1 in the Certificate in Investment Performance Measurement (CFA Institute's GIPS Standards). He received his Bachelor of Science in Math and Statistics from the University of Michigan in 1991, and his Masters of Business Administration from the University of Michigan in 1995.46

~~Kenneth~~consultant J.from ~~Rathke~~2004 ~~joined~~to ~~the~~2006, ~~general partner in August 2009~~ as the ~~National~~regional ~~Manager~~managing ofdirector ~~Client~~for ~~Relations.~~Phoenix ~~Prior~~Wealth toManagement ~~joining~~in ~~the general partner~~2004, ~~Mr.~~and ~~Rathke worked from 2000 to 2009~~ as the ~~national~~senior ~~account~~vice ~~manager~~president and divisional sales director offor ~~retirement~~Prudential ~~income~~Financial, ~~annuity~~from ~~sales~~1979 ~~for~~to ~~MassMutual~~2004. Mr. Nicks ~~Financial~~obtained ~~Group,~~a ~~where~~Master heof ~~was~~Science ~~responsible~~degree ~~for~~from ~~managing~~American ~~the~~College ~~accounts~~in 2001 and ~~relationships~~his ~~with~~Bachelor aof ~~number~~Arts ofdegree ~~MassMutual's~~from ~~national~~Eureka ~~key~~College ~~accounts~~in 1979.

MrBruce C. ~~Rathke~~Greig, ~~became~~age a41, ~~Chartered~~joined ~~Retirement~~the ~~Plan~~general ~~Counselor~~partner in September 2009 as the Portfolio Manager. From 2008, ~~became~~to ~~certified~~2009 Mr. Greig served as the managing partner of Symphony Investment Group, LLC, an ~~instructor~~investment ~~for~~advisor ~~Professional~~firm ~~Teleselling~~which ~~Skills~~he co-founded specializing in ~~1997~~retirement plan consulting, design and management. Mr. Greig also worked for ~~Achieving~~Flexible ~~Extraordinary~~Plan ~~Customer~~Investments, ~~Relations~~LTD, infrom ~~1998~~1995 to 2008, as the portfolio manager and isthen aas ~~state~~vice ~~certified~~president. Mr. Greig ~~continuing~~became ~~education~~a ~~instructor~~Chartered Financial Analyst in ~~Connecticut.~~1999, ~~While~~and ~~employed~~is bya ~~Mass~~member ~~Mutual,~~of Mrthe CFA Society of Detroit. He ~~Rathke~~received ~~held~~the ~~license~~Chartered ~~designations~~Market inTechnician ~~Series~~designation 7in 2006, 26 and ~~63.~~the ~~Mr.~~Chartered ~~Rathke~~Alternative ~~also~~Investments ~~holds~~Analyst ~~licenses~~designation in ~~Connecticut~~2007. He ~~for~~is ~~Variable~~a ~~Contracts~~member ~~Representation,~~of ~~Life~~the ~~and~~Eastern ~~Health~~Michigan ~~Producer~~chapter ~~and~~of ~~Property~~the ~~and~~American ~~Casualty~~Association ~~Producer.~~of Individual Investors. Mr. ~~Rathke~~Greig ~~obtained~~filed afor ~~Master~~personal ofbankruptcy ~~Arts~~in ~~Organizational~~June ~~Management~~2009. He received his Bachelor of Science degree in Mathematics and Statistics from the University of ~~Phoenix~~Michigan in ~~2007~~1991, and his ~~Bachelor~~Master of ~~Science in~~ Business ~~Management~~Administration degree from ~~Daniel~~the ~~Webster~~University ~~College~~of Michigan in ~~1989~~1995.

Security Ownership of Certain Beneficial Owners and Management

Altin:Fund has no directors or officers. Altin:Fund’s affairs are managed by the general partner. Altin:Fund has not commenced trading and no units have been sold to anyone, including the general partner or its officers.

Administrator

The general partner ~~expects~~has toengaged ~~engage~~Butterfield anFulcrum ~~administrator~~Group ~~who will serve~~ as Altin:Fund'’s administrator, ~~registrar~~ and ~~paying agent~~registrar. The ~~general partner intends the~~ administrator tois be responsible for maintaining Altin:Fund'’s accounts, calculating Altin:Fund'’s net asset value, ~~communicating~~preparing ~~with~~financial ~~limited partners~~information, ~~processing~~preparing ~~new~~monthly ~~limited~~investor ~~partner~~statements ~~subscriptions~~ and ~~processing~~assisting ~~limited~~the general partner ~~redemptions~~in tracking fee limits.

Use of a Multi-Advisor Approach

A multi-advisor approach to portfolio management provides diversification of trading advisors and access to broader global markets. Multiple trading advisors ~~and investment funds~~ can provide diversification across trading methodologies, trading time horizons, and markets traded. Additionally, multi-advisor portfolios tend to provide a greater level of professional management with ongoing risk management and review. The result can be more consistent returns with lower volatility.

In managing Altin:Fund, the general partner will generally attempt to allocate assets to ~~technical~~fundamental ~~and~~traders, ~~trend~~discretionary technical/trend-following traders and systematic, non-discretionary ~~traders. Technical and~~ technical/trend -following traders ~~are those trading who employ a~~ .

~~trading~~● ~~strategy~~Systematic ~~that~~non-discretionary istechnical/trend-following ~~completely~~traders ~~automated,~~follow ~~with~~market nopatterns ~~human~~or ~~involvement~~trading orpatterns; ~~discretion~~the ~~determined~~system’s ~~when~~trading ~~trades~~signals are ~~made.~~automatically Ingenerated ~~contrast,~~by ~~discretionary~~a ~~traders~~computer ~~may~~and ~~rely~~always onfollowed ~~automated~~by ~~processes~~the ~~and~~trader, ~~technology~~with tono ~~gather~~human ~~trading~~involvement ~~information,~~or ~~but~~discretion ~~the~~to ~~final~~determine ~~trading~~when ~~decision~~trades isare ~~always~~ made. byThe ~~one~~advantage orof ~~more~~systematic ~~individuals.~~trading ~~The~~is ~~general~~that ~~partner~~it ~~intends~~is todisciplined ~~always~~and ~~utilize~~not atpermitted ~~least~~to 2veer ~~trading~~from ~~advisors~~a ~~which~~tested ~~fall~~strategy. ~~into~~The ~~each~~disadvantage of ~~the~~systematic ~~two~~trading ~~categories;~~is ~~meaning,~~that ~~the~~sometimes ~~general~~real ~~partner~~world ~~will~~facts ~~always~~and ~~have~~circumstances atcan ~~least~~alter 4the ~~trading~~discipline ~~advisors~~(e.g., ~~conducting~~the ~~trading~~October ~~activities~~1987 ~~for~~stock ~~Altin:Fund~~market crash).

●	Fundamental traders look at supply and demand issues (e.g., if it freezes in Florida, the price of orange juice is likely to go up) and attempt to trade accordingly. The advantage of

fundamental trading is that it reflects real world facts. The disadvantage is that, many times, markets can ignore real world facts and trade in irrational patterns.

●

Discretionary, technical/trend-following traders are similar to systematic technical/trend following, except the trader maintains discretion to ignore the system-generated trade signals or to place a trade when no signal has been generated. Discretionary traders have the same advantages and disadvantages listed above for systematic and fundamental traders.

The general partner intends to always utilize at least two trading advisors which are systematic, non-discretionary technical/trend followers, and at least two trading advisors which are either fundamental traders or discretionary technical/trend followers, meaning the general partner will always have at least four trading advisors conducting trading activities for Altin:Fund, in an attempt to mitigate the disadvantages and capitalize on the advantages of any one type of trading.

Selection and Replacement of Trading Advisors

The general partner is responsible for the selection, retention and termination of the trading advisors on behalf of Altin:Fund. The general partner uses certain quantitative and qualitative analysis in connection with the identification, evaluation and selection of the trading advisors. The general partner utilizes a number of computer tracking systems to review and evaluate the daily, weekly, monthly and rolling 12 -month profit and loss of each trading advisor, ownership of Altin:Fund, and activity of the trading advisor. The general partner is also working with a third-party software developer to create one computer system that will integrate all this information and present it in one place for the general partner to review and evaluate. In addition, the general partner has ~~conferences~~conference calls with the trading advisors on a quarterly basis to discuss trading strategy, progress and status. Finally, the general partner has hired a chief financial officer who will have daily responsibility for auditing the information provided from the trading advisors as a further means to evaluate their performance.

The general partner regularly interacts with trading advisors ~~and the managers of the investment platforms~~ throughout the due-diligence and monitoring process. Only those programs that have met strict quantitative and qualitative review are considered as potential managers of Altin:Fund'’s assets. Following is a summary of the process of reviewing the trading advisors ~~and investment platforms~~.

The general partner applies a variety of statistical measures towards the evaluation of current and historical trading advisor performance data. Statistical measures include but are not limited to: (1) risk/reward analysis,; (2) time window analysis,; (3) correlation analysis,; (4) statistical overlays; and (5) performance cycle analysis. In addition to the quantitative analysis, the general partner obtains the following information with respect to each trading advisor ~~and investment platform~~: (1) preliminary information and due-diligence,; (2) background review,; (3) ~~onsite due-diligence, (4)~~ extensive due diligence questionnaires; and (54) written review and periodic updates. In the future, the general partner may also perform onsite due-diligence with respect to certain of its trading advisors. This information allows a thorough review of each trading advisor'’s ~~and investment platform's~~ trading philosophy, trading systems and corporate structure.

~~Although~~The general partner may, in its sole discretion, reallocate assets among the ~~selection~~trading advisors upon termination of a trading advisor or retention of any new trading advisors, ~~and~~or ~~investment~~at ~~platforms~~the iscommencement ~~made~~of ~~using~~any month. The general partner has determined the allocations to each trading advisor based on proprietary research and due diligence, including qualitative review of each trading advisor, and quantitative analysis of each trading advisor’s trading programs and methodology, as well as historical returns, to create a portfolio in line with Altin:Fund’s expectations and investment objectives. The qualitative analysis ~~described~~may ~~above~~include, but is not limited to, review of the ~~general~~trading ~~partner'~~advisor’s ~~decision~~filings towith ~~select~~regulatory agencies and review of the trading advisor’s methodology. In performing such analysis, ~~retain~~the orgeneral ~~terminate~~partner amay monitor each trading advisor orto ~~investment~~determine ~~platform~~the isinstruments ~~not~~traded, ~~scientific~~the amount of time trades are held, and isthe ~~therefore~~models ~~subject~~used to generate trading signals. By monitoring the trading advisors, the general partner' may identify changes in a trading advisor’s ~~discretion.~~strategies or operations as compared to the general partner’s observations

during initial due diligence of such trading advisor. Quantitative analysis may include, but is not limited to, correlations (i.e., how closely the performance tracks another market’s performance), draw-downs (i.e., amount or percentage of loss in the net asset value since the last highest amount) and standard deviation (i.e., a mathematical calculation that measures risk over time). Subsequent decisions to reallocate, terminate or replace a trading advisor will be based on similar analyses. The general partner may terminate or replace any or all of the trading advisors or add additional trading advisors, in accordance with the terms of the applicable advisory agreement. Consequently, the allocations to the trading advisors are subject to change. The general partner has full responsibility and the sole discretion to render such decisions, as it deems appropriate.

Although the selection of trading advisors is made using the quantitative and qualitative analysis described above, the general partner’s decision to select, retain or terminate a trading advisor is also subject to the general partner’s discretion.

Fiduciary Responsibility

The general partner has fiduciary responsibility for the safekeeping and use of all funds and assets of Altin:Fund, whether in its immediate possession or control, and the general partner will not employ, or permit ~~any~~anyone ~~one~~ else to employ, such funds or assets in any manner except for the exclusive benefit of Altin:Fund.

~~TRADING POLICIES~~49

~~The~~INVESTMENT ~~objective~~OBJECTIVES ofAND ~~Altin:Fund~~TRADING is to achieve appreciation of its assets through trading in futures contracts, forward contracts, options contracts and other interests in commodities. The general partner and the trading advisors follow the operating policies described below in attempting to achieve this objective.POLICIES

The investment objective of Altin:Fund is to achieve appreciation of its assets through trading in futures contracts, forward contracts, options contracts and other interests in commodities. The general partner and the trading advisors follow the operating policies described below in attempting to achieve this objective.

Liquidity

Altin:Fund intends to invest primarily in futures contracts and other commodity interests that are traded ~~insufficient~~in sufficient volume to permit, in the opinion of the trading advisors, ease of taking and liquidating positions. Futures markets, which have no designated market makers responsible for ensuring an orderly buy and sell market, are dependent upon the presence of a sufficient number of traders to ensure that a liquid market is maintained. Generally, a liquid market is one which a buyer or seller can enter or exit with little or no difficulty at a more or less desirable execution price. Some contracts, especially agricultural contracts or contracts in delivery months that are far away from the current (or “spot”) month, are by their nature small and therefore less liquid than larger, actively traded contracts such as financial futures or interest rate futures. Other contracts, because of underlying market conditions, can become illiquid by virtue of occurrences in the marketplace or in the world at large. Generally, whatever the cause, the illiquidity will result in either buyers or sellers being unable to obtain a desired price or, in markets with daily price fluctuations limits, any price at all. The contract markets have rules in place which will over time deal with such illiquidity but the losses to a trader in the meantime can be very significant. Each of Altin:Fund’s trading advisors has its own internal policies regarding trading in illiquid markets.

Spot Commodities

Although Altin:Fund does not expect to make or take delivery of commodities, it is authorized to do so. In addition, Altin:Fund may from time to time trade in spot, or cash, commodities.

Leverage

Altin:Fund normally will not be as highly leveraged as permitted in the case of an investment by an individual investor, and the trading advisors may use less than the otherwise available amount of leverage in the application of certain money management techniques on behalf of Altin:Fund.

Borrowings

Altin:Fund does not intend to trade in cash commodities. Also, Altin:Fund does not intend to take physical delivery. However, in the unlikely event that physical delivery will be required, the general partner believes that it would be able to borrow sufficient funds from U.S. banks at current market rates to provide the funds necessary to accept such delivery.

Spreads and Straddles

Altin:Fund may employ spreads or straddles in its trading. Spreads and straddles are futures trading transactions involving the simultaneous buying and selling of a particular futures contract in the same or a related commodity but involving different delivery dates. The purpose of these trades is to earn profits from a widening or narrowing movement ofbetween the two prices of the futures contracts.

Pyramiding

Altin:Fund does not intend to employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as margin for the purchase or sale of additional positions in the same or another commodity interest.

Modifications into ~~Trading~~Investment ~~Policies~~Objective

The advisory contracts will require the trading advisors to notify the general partner of any material modification in trading policies or investment objectives promptly and in any event no less than 10ten business days prior to institution of the modification. The general partner will not be notified of non-material changes in the nature or types of commodity interests traded.

DESCRIPTION OF LIMITED PARTNERSHIP AGREEMENT

The following is a summary of Altin:Fund'’s Limited Partnership Agreement, a form of which is attached as Appendix B. Please see the glossary in Appendix A for definitions of certain terms that are used in this section and throughout this prospectus.

Nature of Altin:Fund

Altin:Fund is organized under the Delaware Uniform Limited Partnership Act. The purpose of Altin:Fund is to engage in trading U.S. and international futures, forwards, options on futures contracts, forward contracts, commodities, security futures contracts, spot contracts and other commodity interest contracts, by implementing the trading methods of the independent commodity trading advisors engaged by the general partner on behalf of Altin:Fund or by investing directly into private funds engaged in similar trading. The commodities underlying the foregoing contracts may include stock indices, interest rates, currencies, or physical commodities, such as ~~agriculatural~~agricultural products, energy products or metals.

Nature of Classes and Determination of Net Asset Value

Effective as of the initial closing date, Altin:Fund will be organized into ~~five~~six separate classes of limited partnership units, class A units, class B units, class C units, ~~Class~~class D units, class E units and class EI units, each having the rights and preferences described in this prospectus and in the limited partnership agreement. The general partner has the authority to establish one or more additional classes of units in its discretion.

Each class shall share in the assets, expenses and liabilities of Altin:Fund on a proportional basis with each other class, except to the extent otherwise specifically provided in the limited partnership agreement or to the extent that the general partner determines, in good faith, that any expense or liability of Altin:Fund, or any portion of any expense or liability of Altin:Fund, should be attributable only to a particular class or classes including, without limitation, expenses incurred in connection with the organization and offering of units. This allocation will be final and binding on all limited partners.

The general partner will calculate the approximate net asset value per unit of each class on a daily basis and furnish this information upon request to a limited partner.

Liability of Limited Partners

When purchased in this offering, units will be fully paid and nonassessable. A limited partner will be liable for the losses and obligations of Altin:Fund only to the extent of its capital contribution and ~~any~~its share of any undistributed profits. The general partner will be liable for all obligations of Altin:Fund to the extent that Altin:Fund's assets are insufficient to discharge those obligations. Although the limited partnership units are separated into distinct classes, the assets and liabilities of Altin:Fund will not be segregated among the classes for legal purposes, except as specified above.

to the extent that Altin:Fund’s assets are insufficient to discharge those obligations. Although the limited partnership units are separated into distinct classes, the assets and liabilities of Altin:Fund will not be segregated among the classes for legal purposes, except as specified above.

Management of Altin:Fund Affairs

The general partner is solely responsible for the management of Altin:Fund. With few exceptions, limited partners will take no part in the management and will have no voice in the operations of Altin:Fund. The general partner will delegate to the trading advisors the authority to make commodity interest trading decisions for Altin:Fund. The limited partners, by executing the subscription agreement and a power of attorney in favor of the general partner, will appoint the general partner their attorney-in-fact for ~~purposes~~the purpose of executing various documents on behalf of Altin:Fund. In general, the general partner will not be liable, responsible or accountable in damages or otherwise to Altin:Fund or any of the limited partners for any act or omission performed by it in good faith pursuant to the authority granted to it by the limited partnership agreement.

The general partner is accountable to Altin:Fund and its limited partners as a fiduciary and consequently must exercise good faith and integrity in handling Altin:Fund'’s affairs. ~~This is a rapidly developing and changing area of the law, and if you have questions concerning the general partner's duties you should consult with your own legal counsel.~~

Redemptions, Distributions and Transfers

Optional Redemption

A limited partner may cause any of the units owned by ~~the~~that partner to be redeemed by Altin:Fund for an amount equal to the net asset value per applicable unit as of the last business day of each month by delivering a written request for redemption to the general partner, a form of which is attached as Appendix D, E indicating the number or dollar amount worth of units that the limited partner wishes to redeem and the requested redemption date. Such written notice must be delivered to the general partner at least 15 days inprior ~~advance~~to the last business day of the ~~requested~~month in which the redemption ~~date~~is to occur, or at an earlier date if required by ~~your~~the limited partner’s selling agent. The general partner will notify a redeeming limited partner in writing within ~~fifteen~~ten ~~(15)~~ days after the proposed redemption date regarding whether redemption has been, ~~or will be,~~ effected on the requested redemption date. Except as described below, the redemption amount will be paid by the ~~fifteenth~~15th business day of the month following the redemption date, as applicable. The general partner will redeem units at the net asset value per unit on the requested redemption date unless the number of redemptions would be detrimental to the tax status of Altin:Fund. In such a case, the general partner will select by lot that number of redemptions as will not impair Altin:Fund'’s tax status. The right to obtain redemption ~~also~~ is also contingent upon Altin:Fund'’s having property sufficient to discharge its liabilities on the redemption date and may be delayed if the general partner determines that earlier liquidation of commodity interest positions to meet redemption payments would be detrimental to Altin:Fund or non-redeeming limited partners.

The terms of the redemption request, which shall be irrevocable, must include : (1) the number or dollar amount worth of units and the date for which redemption is requested,; (2) an acknowledgment of the basis upon which valuation of the units being redeemed will be made,; and (3) a representation by the limited partner that the limited partner is the lawful owner of the units being redeemed and that the units have not been encumbered in any fashion. All redemptions shall be made on a first-in, first-out basis, such that the redeemed units will be deemed to have been acquired on the redeeming limited partner'’s earliest subscription date for which units have not yet been redeemed.

The value of a limited partner'’s capital account as of the date of the redemption request may differ substantially from the value of the limited partner'’s units on the date the irrevocable notice of redemption is valued. For example, if a limited partner ~~request's~~requests redemption on June 15, the general partner will value such redemption as of June 30 since redemptions can only be made monthly and are valued at the end of the month. Therefore, the value of the limited partner's capital account could decrease significantly between June 15 and June 30.

In certain cases, depending on the amount and volume of redemptions, Altin:Fund may be forced to liquidate investments to provide for sufficient liquidity. In doing so, this may have an adverse effect on the investment performance of Altin:Fund.52

~~The~~partner ~~timing of making the actual redemption payment may be difficult at times since Altin:Fund~~ will bevalue ~~invested~~such ~~in other investment platforms that either impose a monthly or - quarterly~~ redemption. Aas ~~portion~~ of ~~Altin:Fund's~~June 30 ~~assets~~since ~~will be invested in unregulated and illiquid investment vehicles that may impose a significant restriction on Altin:Fund's ability to pay a large amount of~~ redemptions. ~~Although~~can ~~the~~only ~~amount of these investments are expected to~~ be nomade ~~more~~monthly ~~than 5% to 8% of Altin:Fund's assets, the general partner may elect to liquidate those investments rather than investments in the futures accounts to avoid greater losses or penalties~~ and ~~therefore,~~are ~~the~~valued ~~timing~~at of the ~~sale~~end of the ~~illiquid investments may cause the redemptions to be significantly delayed~~month. Therefore, ~~Altin:Fund may need to place a redemption request with~~ the ~~other~~value ~~investment~~of ~~platforms in order to raise~~ the ~~necessary cash to honor a~~ limited partner'’s ~~redemption~~capital ~~request.~~account Ascould adecrease ~~result,~~significantly ~~the~~between ~~general~~June 15 ~~partner~~and ~~cannot guarantee at all times that redemptions will be paid immediately~~June 30.

Class A units and class B units are subject to a redemption fee prior to the first anniversary of the purchase date of the units. The general partner will retain the redemption fee before payment of the redemption amount.

In certain cases, depending on the amount and volume of redemptions, Altin:Fund may be forced to liquidate investments to provide for sufficient liquidity. Such liquidations may have an adverse effect on the investment performance of Altin:Fund.

The timing of making the actual redemption payment may be difficult at times since Altin:Fund may be invested in other funds that impose either a monthly or quarterly redemption. A portion of Altin:Fund’s assets will be invested in unregulated and illiquid investment vehicles that may impose a significant restriction on Altin:Fund’s ability to pay a large amount of redemptions. Although the amount of these investments is expected less than 10% of Altin:Fund’s assets, the general partner may elect to liquidate those investments rather than investments in the futures accounts to avoid greater losses or penalties and, therefore, the timing of the sale of the illiquid investments may cause the redemptions to be significantly delayed. Therefore, Altin:Fund may need to place a redemption request with the other investment entities in order to raise the necessary cash to honor a limited partner’s redemption request. As a result, the general partner cannot guarantee at all times that redemptions will be paid immediately.

Required Redemption

The general partner may, at any time in its sole discretion, require any limited partner to withdraw entirely from Altin:Fund, or to withdraw a portion of the limited partner'’s units, on not less than 15 days' advance notice in writing to the limited partner. In addition, the general partner without notice may require at any time, or retroactively, withdrawal of any limited partner : (1) that it determines is an employee benefit plan in order for the assets of Altin:Fund not to be treated as plan assets of the investing plan under ERISA,; (2) that made a misrepresentation to the general partner in connection with its purchase of units,; or (3) if the limited partner'’s ownership of units would result in the violation of applicable laws or regulations by Altin:Fund or a partner. A mandatorily redeemed limited partner is treated as withdrawn from Altin:Fund or as having made a partial withdrawal from his capital account, as the case may be, without further action on the part of the limited partner.

mandatorily redeemed limited partner is treated as withdrawn from Altin:Fund or as having made a partial withdrawal from his capital account, as the case may be, without further action on the part of the limited partner.

Special Redemption Date

~~The~~If ~~general~~the ~~partner~~net ~~will~~asset ~~declare~~value aof ~~special redemption date whenever~~ Altin:Fund ~~experiences~~decreases a50% ~~decline~~or inmore from the ~~net~~close ~~asset~~of ~~value~~business ofon aone ~~unit~~day atto the close of business on ~~any~~the ~~business~~next day, the general partner will suspend trading for Altin:Fund and will offer redemptions to ~~less~~all ~~than~~limited partners for a period of ten business days. The general partner has no discretion in determining whether a special redemption is triggered; it is automatic if the net asset value drops by 50% ofor more. Limited partners who elect redemption will have their interests redeemed at a redemption price equal to the net asset value ~~per~~at ~~unit~~the close of business on the last ~~valuation~~day ~~date~~of the special redemption period. The ~~Altin:Fund~~general partner will ~~suspend~~resume trading ~~during~~activity ~~any~~after the end of the special redemption period.

Since the general partner will not monitor the loss limitation giving rise to the special redemption on an intra-day basis, a loss in one day may be greater than 50%. In addition, the loss limitation is triggered when the net asset value decreases by 50% or more in one day. Altin:Fund could experience a loss of 50% or more during a monthly period but that loss would not trigger the special redemption if the loss did not occur in one day. Finally, the special redemption is triggered based upon the performance of

Altin:Fund as whole, not the performance of one trading advisor. Thus, it is possible that one trading advisor could lose more than 50% on a particular day and other trading advisors may perform favorably such that Altin:Fund does not lose 50% on that particular day and the special redemption is not triggered.

Distributions

The general partner is not required to make distributions of Altin:Fund assets to any limited partner. While the general partner has the authority to make distributions of Altin:Fund assets, it does not intend to do so. The general partner believes that it is not necessary to make distributions, because ~~you~~a limited partner may cause Altin:Fund to redeem any or all of ~~your~~the limited partner’s units on a periodic basis. You should note, however, that, if Altin:Fund realizes profits during any fiscal year, ~~your~~the limited partner’s allocable share of those profits will constitute taxable income to ~~you~~that limited partner for federal income tax purposes whether or not the general partner makes distributions ~~to you~~.

Profits and Losses - —Allocations and Distributions

On a monthly basis, net profits or losses will be allocated to the ~~limited~~ partners'’ capital accounts. At the beginning of each month, after taking into consideration admission of new limited partners for the month, changes to existing limited partners for the month, and redemptions of limited partners as of the ~~beginning~~end of the immediately preceding month, each limited ~~partners'~~partner’s ownership interest percentage in Altin:Fund will be determined. The ownership interest percentage is calculated by dividing each ~~limited~~ partner'’s capital account by the total of all ~~limited~~ partners'’ capital accounts. This ownership interest percentage will be used to ~~pro-rate~~prorate income and loss items for all limited partners for the current month. The general partner may, at its discretion, distribute all or any portion of Altin:Fund'’s profits and interest, if any, earned thereon. All distributions shall be in cash and shall be made pro rata to the limited partners and the general partner based on their respective interests in Altin:Fund. The general partner does not generally intend to make any distributions to limited partners, but rather intends to reinvest profits back into Altin:Fund to pay for, among other things, day-to-day operating expenses of Altin:Fund.

All redemptions will be accrued as of month end. For example, if a limited partner requests a redemption on the ~~fifteenth~~15th of the month, the limited partner'’s next account statement for that month end will reflect the accrued redemption. Therefore, the ending capital account balance will reflect the balance net of the accrued redemption even though the limited partner may not have received the actual redemption payment.

Taxation

As of the end of each fiscal year of Altin:Fund, the profit and loss for the year is allocated among the partners, including the general partner, for federal income tax purposes. Such allocation will be a pro rata portion of each income and loss item only during the time period a limited partner is part of Altin:Fund. Each limited partner shall receive a Schedule K-1 for tax reporting purposes.

Transfers and Assignments

A limited partner may transfer or assign his or her units in Altin:Fund upon 30 days' prior written notice to the general partner and subject to approval byof the ~~general~~assignee ~~partner~~by of the ~~assignee.~~general partner. The general partner will provide approval when it is satisfied that the transfer complies with applicable laws and/or does not endanger Altin:Fund'’s tax status as a partnership. An assignee not admitted to Altin:Fund as a limited partner will have only limited rights to share in the profits and capital of Altin:Fund and a limited redemption right.

Dissolution of Altin:Fund

The affairs of Altin:Fund will be wound up and Altin:Fund will be dissolved and liquidated upon the happening of any of the following events : (1) a decision by the limited partners to liquidate Altin:Fund,; (2) withdrawal or dissolution of the general partner and the failure of the limited partners to elect a substitute general partner to continue Altin:Fund,; or (3) assignment for the benefit of creditors or adjudication of bankruptcy of the general partner or appointment of a receiver for or seizure by a judgment creditor of the general partner’s interest in Altin:Fund.

general partner or appointment of a receiver for or seizure by a judgment creditor of the general partner's interest in Altin:Fund.

Amendments and Meetings

The general partner may amend the limited partnership agreement without the approval of the limited partners in order to clarify inaccuracies or ambiguities, make changes required by any regulatory or self-regulatory authority, or by law or to make other changes the general partner deems advisable so long as they are not adverse to limited partners.

Limited partners owning at least 10% of the outstanding units can require the general partner to call a meeting of Altin:Fund. In general, at the meeting, the limited partners owning more than 50% of the outstanding units may vote to (1) amend the limited partnership agreement as provided in the limited partnership agreement,; (2) remove the general partner,; (3) elect a substitute general partner or general partners upon the removal or withdrawal of the existing general partner, provided that the substitute general partner shall continue the business of Altin:Fund without dissolution,; (4) terminate any contract between Altin:Fund and the general partner or any trading advisor,; or (5) liquidate Altin:Fund.

In the event that the matter to be voted on affects only one class of units, then only limited partners holding units of the affected class will be entitled to vote, with such matter being approved by a vote of limited partners owning more than 50% of the outstanding units of the affected class.

Any material changes to Altin:Fund'’s fundamental investment objectives or policies, as determined by the general partner in good faith, shall require the prior written approval of limited partners holding more than 50% of Altin:Fund'’s outstanding units.

Indemnity

Altin:Fund will indemnify and hold harmless the general partner and its members, directors, officers, employees and agents from and against any loss, expense or other liability, (including reasonable attorneys'’ fees and expenses), incurred by them by reason of any act performed or omission by them on behalf of Altin:Fund, provided that : (1) the general partner has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of Altin:Fund,; (2) the general partner or ~~such~~its ~~related~~members, ~~person~~managers, directors, officers, employees and agents was acting on behalf of, or performing services for, Altin:Fund,; and (3) the loss or liability was not the result of negligence or misconduct by the general partner or ~~such~~its ~~related~~members, ~~person.~~managers, directors, officers, employees and agents. Altin:Fund may only advance funds to the general partner and/or its ~~members,~~affiliates ~~directors, officers, employees and agents~~ under this indemnity if (a) the legal action relates to acts or omissions relating to the performance of duties on behalf of Altin:Fund, (b) the legal action is initiated by ~~someone~~a ~~other~~third ~~than~~party who is not a limited partner, or if initiated by a limited partner, ~~the~~and a court of competent jurisdiction specifically approves ~~the~~such ~~advance~~advancement, and (c) the general partner and/or its ~~members,~~affiliates ~~directors, officers, employees and agents, as the case may be,~~ agree to reimburse Altin:Fund for the amount of the advance plus interest if the legal action is subsequently deemed not to give rise to indemnification. Any indemnification of the general partner or ~~any~~its ~~related~~members, ~~person~~managers, directors, officers, employees and agents is recoverable only from the assets of Altin:Fund and not from the limited partners. Nevertheless, Altin:Fund shall not indemnify the general partner or ~~any~~its ~~related~~members, ~~person~~managers, directors, officers, employees and agents for any loss, expense or other liability arising from an alleged violation of federal ~~or state securities laws unless the indemnification complies with the requirements for indemnification set forth in the NASAA Guidelines.~~

The limited partnership agreement further provides that the general partner is authorized to cause Altin:Fund to indemnify and hold harmless the trading advisors, the clearing brokers, the selling agents and other third parties to the extent permitted by applicable law. In no event, however, will any undertaking to indemnify any selling agent or other person be contrary to the limitations on indemnification set forth in the NASAA Guidelines.55

Noor ~~indemnity~~state bysecurities ~~Altin~~laws unless one of the following conditions have been met:~~Fund~~ (i) there ~~will~~has ~~increase~~been a successful adjudication on the ~~liability~~merits of ~~any~~each ~~limited~~count involving alleged securities law violations by the general partner ~~beyond~~and/or its members, managers, directors, officers, employees and agents; or (ii) such claims have been dismissed with prejudice on the ~~amount~~merits by a court of competent jurisdiction as to the ~~limited~~general partner's ~~capital~~and/or ~~contribution~~its members, managers, directors, officers, employees and ~~profits~~agents; or (iii) a court of competent jurisdiction approves a settlement of claims against the general partner and/or its members, ifdirectors, officers, employees and agents and finds that indemnification to such person of the settlement amount and any related costs should be made, inprovided that the court considering the request for indemnification has been advised of the position of the SEC and any relevant state securities administrator with respect to such indemnification. The limited partnership agreement provides that Altin:Fund shall not incur the cost of that portion of any insurance which insures the general partner against any liability the indemnification of which is herein prohibited.

No indemnity by Altin:Fund will increase the liability of any limited partner beyond the amount of the limited partner’s capital contribution and profits, if any, in Altin:Fund.

Reports and Notices to Limited Partners

Limited partners will receive monthly statements within 30 days after the last day of the prior month setting forth the value of their units and other information relating to Altin:Fund as may be required by CFTC rules. No later than 90 days after the end of each fiscal year, audited annual financial statements of Altin:Fund will be distributed to limited partners, together with tax information necessary for limited partners to prepare their annual income tax returns. The audited financial statements will be audited by Altin:Fund’s independent accountants.

~~later~~Limited ~~than~~partners 90will ~~days~~have ~~after~~ the ~~end~~right ofto ~~each~~inspect ~~fiscal year, a certified annual report of financial condition of~~ Altin:Fund’s ~~will~~books beand ~~distributed~~records toat ~~limited~~the ~~partners,~~general together with tax information necessary for limited partners to prepare their annual income tax returns. This certified annual report will contain financial statements that have been audited by Altin:Fund'partner’s ~~independent~~offices ~~accountants.~~during Ifreasonable abusiness ~~certified~~hours ~~annual~~upon ~~report~~reasonable isnotice ~~due~~ to ~~be distributed within 45 days after~~ the ~~end~~general ~~of a calendar year, a monthly statement of account for December may not be distributed~~partner.

~~Limited~~In ~~partners~~addition, notice will ~~have~~be ~~the~~mailed ~~right~~ to ~~inspect~~each ~~Altin:Fund's~~limited ~~books~~partner, together with a description of limited partners’ redemption and ~~records~~voting atrights and a description of any material effect that the ~~general~~applicable ~~partner's~~following ~~offices~~event ~~during~~may ~~reasonable~~have ~~business~~on ~~hours~~limited ~~upon~~partners, ~~reasonable~~within ~~notice~~seven tobusiness days of any of the ~~general~~following ~~partner.~~events:

In· ~~addition,~~a ~~notice~~decrease ~~will~~in bethe ~~mailed~~net toasset ~~each~~value ~~limited~~per ~~partner,~~unit ~~together~~to ~~with~~50% aor ~~description~~less of ~~limited~~the ~~partners'~~net ~~redemption~~asset ~~and~~value ~~voting~~per ~~rights~~unit ~~and~~most arecently ~~description~~reported of ~~any material effect that~~ the ~~applicable~~net ~~following~~asset ~~event~~value ~~may have~~ on ~~limited partners, within seven business days of any of~~ the ~~following~~last ~~events:~~valuation date;

•· ~~a decrease in the net asset value per applicable unit to 50% or less of the net asset value per unit most recently reported; •~~ any material change in any contract with a trading advisor, including any change to trading advisors or any modification in connection with the method of calculating the incentive fee, as determined by the general partner in good faith; and ~~• any material change in the amount of the brokerage charge or any other material change affecting the compensation of any party, as determined by the general partner in good faith.~~

·	any material change in the amount of the brokerage commission or any other material change affecting the compensation of any party, as determined by the general partner in good faith.

In each state where Altin:Fund is registered, the general partner will submit to the state securities administrator any information required to be filed with such administrator, including reports and statements required to be delivered to limited partners.

Miscellaneous

In compliance with the NASAA Guidelines, the limited partnership agreement provides that : (1) no loans may be made by Altin:Fund to the general partner or any other person,; (2) Altin:Fund'’s assets will not be commingled with the assets of any other person - —assets used to satisfy margin requirements will not be considered commingled for this purpose,; (3) no rebates or give ups may be received by the general partner nor may the general partner or any affiliates of the general partner participate in any reciprocal business arrangements that could circumvent the NASAA Guidelines,; (4) no trading advisor will receive a fee from Altin:Fund based on Altin:Fund net assets if the trading advisor shares, directly or indirectly, in any brokerage commissions generated by Altin:Fund,; (5) the duration of any contract between Altin:Fund and the general partner or any trading advisor shall not exceed one year (although these contracts may be automatically renewable for successive one-year periods until terminated) and must be terminable without penalty upon no less than 60 days' prior written notice,; (6) any other proposed or contemplated agreement, arrangement or transaction may be restricted in the discretion of a state securities ~~administrator~~regulator if it would be considered unfair to the limited partners,; (7) Altin:Fund will not engage in pyramiding,; and (8) at no time will a trading advisor be an affiliate of Altin:Fund'’s clearing broker nor at any time will a trading advisor be an affiliate of the general partner.

General Partner Withdrawal

The general partner may withdraw from Altin:Fund upon 120 days' prior written notice to all limited partners. In the event of the general partner'’s removal or withdrawal from Altin:Fund, the general partner will be entitled to redeem any units it owns at the applicable net asset value on the next valuation date following such removal or withdrawal.

~~FUND'S TRADING ADVISORS~~57

~~The general partner plans to retain Clarke Capital Management, Inc., Fall River Capital, LLC, Forecast Trading Group, LLC, and Rosetta Capital Management, LLC as Altin~~ALTIN:~~Fund's~~FUND’S ~~trading~~TRADING advisors. Each of the trading advisors will manage between 10% to 15% of Altin:Fund's net assets. Clarke Capital Management follows a strict trend following trading strategy. Fall River Capital follows a technical trading strategy. Forecast Trading Group uses fundamental analysis and discretion in its trading strategy. Rosetta Capital Management generally utilizes a trend following trading strategy, however, its trading program is not fully automated and not completely mechanical.ADVISORS

~~Altin:Fund~~Please ~~has~~see ~~not commenced trading operations so none of~~ the ~~trading~~glossary ~~advisors~~in ~~have~~Appendix ~~begun~~A ~~trading~~for ondefinitions ~~behalf~~ of ~~Altin:Fund.~~certain ~~Clarke~~commodity ~~Capital~~interest ~~Management~~industry ~~began~~and ~~trading~~other onterms ~~behalf~~that ofare ~~Altin:Private~~used ~~Fund~~in onthis ~~01/01/2007;~~section ~~Fall River Capital began trading on behalf of Altin:Private Fund on 11/2007, Forecast Trading Group began trading on behalf of Altin:Private Fund on 10/2007,~~ and ~~Rosetta~~throughout ~~Capital~~this ~~Management began trading on behalf of Altin:Private Fund on 05/2008~~prospectus.

The ~~advisory~~general ~~contracts~~partner ~~authorize~~has ~~the~~retained ~~general~~Welton ~~partner~~Investment toCorporation, ~~reallocate~~QuantMetrics ~~assets~~Capital ~~among~~Management ~~the~~LLP, ~~trading~~Rosetta ~~advisors~~Capital ~~monthly~~Management, asLLC, itand ~~determines~~Fall inRiver ~~its~~Capital, ~~sole~~LLC ~~discretion~~as ~~upon~~Altin:Fund’s 10trading ~~days'~~advisors. The ~~prior~~general ~~written~~partner ~~notice~~anticipates allocating to ~~the~~each ~~affected~~of these trading advisors. ~~The~~as ~~general~~follows: Welton ~~partner~~Investment ~~may~~Corporation—25%; ~~also~~Rosetta ~~reallocate~~Capital ~~assets~~Management, ~~away~~LLC—10%; ~~from~~Fall ~~any~~River ~~trading~~Capital, ~~advisor~~LLC—10%; atQuantMetrics ~~any~~Capital ~~time,~~Management ifLLP—16%; ~~the~~and ~~purpose~~25% ~~for~~to ~~the~~another ~~reallocation~~trading isadvisor to ~~meet~~be added by a ~~margin~~pre-effective ~~call~~amendment. The ~~from~~initial ~~Altin:Fund's~~allocations ~~FCM~~may ~~resulting~~vary from ~~the~~these ~~trading~~percentages ~~activities~~due ofto ~~another~~the ~~trading~~timing ~~advisor~~of deposits, ~~but~~market ~~only~~conditions toor ~~the~~other ~~extent~~circumstances ~~that~~beyond ~~such~~Altin:Fund’s ~~other~~control. The ~~trading~~percentage ~~advisor,~~allocations ~~whose~~will ~~trading~~change ~~has~~from ~~resulted~~time into ~~the margin call~~time, ~~has~~based noon ~~Altin:Fund~~the ~~assets~~sole ~~not~~discretion ~~committed~~of tothe ~~commodities~~general ~~positions~~partner.

~~Because~~Welton ~~the~~Investment ~~advisory~~Corporation ~~contracts~~follows ~~also provide for reallocation upon termination of~~ a ~~trading~~non-discretionary ~~advisor's~~technical ~~advisory contract, it is possible that, during the terms of the advisory contracts, the percentage of assets managed by the~~ trading ~~advisors may vary, perhaps substantially, from the current allocations~~strategy. Rosetta ~~The~~Capital ~~advisory~~Management ~~contracts are~~ generally ~~for~~utilizes a ~~term~~trend offollowing ~~one~~trading ~~year~~strategy; ~~and~~however, ~~are~~its ~~generally~~trading ~~automatically~~program ~~renewable~~is ~~for~~not ~~successive~~fully ~~one-year~~automated ~~terms~~and ~~until~~not ~~terminated.~~completely ~~The advisory contracts generally provide that either party may terminate the advisory contract at any time for any or no reason upon no less than 60 days' written notice~~mechanical. Fall ~~The~~River ~~advisory~~Capital ~~contracts~~follows also generally provide that either party may terminate the advisory contract immediately upon written notice of the occurrence of enumerated events including the withdrawal of the general partner, the suspension, revocation or withdrawal of either party's CFTC registration or NFA membership or a ~~material~~technical ~~breach~~trading ofstrategy. QuantMetrics ~~the~~Capital ~~advisory~~Management ~~contract~~LLP byfollows a technical trading ~~advisor~~strategy.

~~The~~Altin:Fund ~~general~~has ~~partner~~not ~~may~~commenced ~~allocate~~trading ~~funds~~operations inso ~~excess~~none of ~~actual funds, referred to as notional funds, to~~ the trading advisors. ~~Because~~has ofbegun ~~the~~trading ~~leverage~~on ~~available~~behalf ~~from the use~~ of ~~notional~~Altin:Fund. Fall ~~funds,~~River ~~performance~~Capital ofbegan atrading ~~notionally~~on ~~funded~~behalf ~~account expressed as a percentage~~ of ~~nominal~~Altin:Private ~~account~~Fund ~~size~~in November 2007, ~~which is the sum of notional funds~~ and ~~actual~~Rosetta ~~funds,~~Capital ~~will~~Management bebegan ~~different~~trading ~~than~~on ~~the~~behalf ~~performance~~ of ~~the~~Altin:Private ~~account~~Fund ~~expressed~~in ~~as a percentage of actual funds only~~May 2008. Welton ~~The~~Investment ~~general~~Corporation ~~partner~~and ~~may~~QuantMetrics ~~pay~~Capital ~~consulting~~Management ~~fees~~LLP ~~with~~have ~~respect~~not totraded ~~notional~~directly ~~funds allocated to the trading advisors. Incentive fees only are paid to a trading advisor if the trading advisor has new trading profits~~ on ~~its~~behalf ~~allocated~~of ~~net~~Altin:Fund ~~assets,~~or ~~which~~Altin:Private ~~includes any notional funds and actual funds~~Fund.

The advisory contracts authorize the general partner ~~does~~to ~~not~~reallocate ~~require~~assets ~~that~~among the trading advisors ~~use~~monthly ~~any~~as ~~particular~~it ~~introducing~~determines ~~brokers.~~in ~~The~~its ~~fees~~sole ~~charged~~discretion byupon ~~the~~ten ~~introducing~~days' ~~brokers~~prior ~~will~~written benotice ~~paid~~to bythe ~~Altin:Fund.~~affected ~~These~~trading ~~include~~advisors. The ~~execution~~general ~~and~~partner ~~give-up~~may ~~fees~~also ~~and~~reallocate ~~any~~assets ~~other~~away ~~transaction~~from ~~costs.~~any ~~Because~~trading ~~different~~advisor ~~trading~~at ~~advisors~~any ~~may~~time, ~~use~~if ~~different~~the ~~introducing~~purpose ~~brokers,~~for the ~~fees~~reallocation ~~charged~~is to ~~Altin:Fund~~meet ~~can~~a ~~differ,~~margin ~~and~~call ~~may~~from ~~differ~~one ~~substantially,~~of Altin:Fund’s FCMs resulting from ~~one~~the trading ~~advisor~~activities toof another. ~~The~~trading ~~general~~advisor, ~~partner~~but ~~intends~~only to ~~review~~ the ~~brokerage~~extent ~~charges~~that ~~incurred~~such onother ~~behalf~~trading ofadvisor, ~~each~~whose trading ~~advisor's~~has ~~trading~~resulted ~~activities~~in ~~and~~the ~~may~~margin ~~reallocate~~call, has no Altin:Fund assets ~~and/or~~not ~~terminate~~committed ~~trading advisors if it appears~~ to becommodities ~~in the best interests of Altin:Fund~~positions.

Because the advisory contracts also provide for reallocation upon termination of a trading advisor’s advisory contract, it is possible that, during the terms of the advisory contracts, the percentage of assets managed by the trading advisors may vary, perhaps substantially, from the allocations described herein. The advisory contracts are generally for a term of one year and are generally automatically renewable for successive one-year terms until terminated. The advisory contracts generally provide that either party may terminate the advisory contract at any time for any or no reason upon no less than 60 days' written notice. The advisory contracts also generally provide that either party may terminate the advisory contract immediately upon written notice of the occurrence of enumerated events, including the withdrawal of the general partner, the suspension, revocation or withdrawal of either party’s CFTC registration or NFA membership or a material breach of the advisory contract by a trading advisor.

The general partner may allocate funds in excess of actual funds, referred to as notional funds, to the trading advisors. Because of the leverage available from the use of notional funds, performance of a notionally funded account expressed as a percentage of nominal account size, which is the sum of notional funds and actual funds, will be different than the performance of the account expressed as a percentage of actual funds only. The general partner may pay advisory fees with respect to notional funds allocated to the trading advisors. Incentive fees only are paid to a trading advisor if the trading advisor has new trading profits on its allocated net assets, which includes any notional funds and actual funds.

The general partner does not require that the trading advisors use any particular introducing brokers. The fees charged by the introducing brokers will be paid by Altin:Fund. These include execution and give-up fees and any other transaction costs. Because different trading advisors may use different introducing brokers, the fees charged to Altin:Fund can differ, and may differ substantially, from one trading advisor to another. The general partner intends to review the brokerage charges incurred on behalf of each trading advisor’s trading activities and may reallocate Altin:Fund assets and/or terminate trading advisors if it appears to be in the best interests of Altin:Fund.

The trading advisors and their principals may trade for their own accounts and/or invest in other commodity pools for which they serve as advisor. In doing so, these trading advisors and/or principals may make trades that are different from, opposite to or similar to, trades entered into by Altin:Fund and they may even be the other party to a trade entered into by Altin:Fund. Investors should note that any orders for other accounts might not be part of a block order but might be placed before or after orders for Altin:Fund, and might or might not obtain more favorable order execution. If the trading advisors or their principals engage in personal account trading, or trading for commodity pools in which they invest, limited partners will not be permitted to inspect records of this trading or any written policies related to this trading.

The advisory contracts with each trading advisor generally provide that the general partner and Altin:Fund shall indemnify and hold harmless the trading advisor and its affiliates against any losses, liabilities, expenses (including reasonable attorneys'’ and accountants'’ fees), judgments or settlements if the trading advisor or its affiliates acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of Altin:Fund, and provided that the trading advisor'’s or its affiliates'’ conduct does not constitute gross negligence or a breach of its or their fiduciary obligations.

The following descriptions include background information on each trading advisor and its principals, as well as information concerning each trading advisor'’s strategy applicable to Altin:Fund. You should note that the descriptions were prepared by each trading advisor and may emphasize different aspects of each. Because each trading advisor'’s strategies and programs are proprietary and confidential, their descriptions here are general in nature. Each of the trading advisors has advised the general partner that there have been no material administrative, civil or criminal actions within the past five years against that trading advisor or its principals and no such actions are currently pending.

~~ALTIN:FUND'S~~A ~~TRADING~~trading ~~ADVISORS~~advisor’s registration with the CFTC or its membership with the NFA should not be taken as an indication that any such agency has recommended or approved the trading advisor.

~~Clarke~~Welton ~~Capital~~Investment ~~Management, Inc.~~Corporation

~~Clarke~~Welton ~~Capital~~Investment ~~Management,~~Corporation ~~Inc.,~~is ana ~~Illinois~~Delaware corporation and is the successor to a California corporation originally formed in November 1988. In January 1989, ~~has~~Welton ~~been~~became a registered commodity trading advisor ~~since~~and ~~October~~commodity ~~1993~~pool operator. The ~~CCM~~firm has ~~also~~ been a member of the NFA since ~~October~~January ~~1993.~~1989 ~~CCM~~and ~~was~~is also a ~~registered~~member ~~commodity~~of ~~pool~~the ~~operator~~Managed ~~from~~Funds ~~October~~Association, ~~2004~~and ~~through~~the ~~October~~Alternative ~~2007~~Investment Management Association. Welton’s ~~The~~offices ~~business~~are ~~office~~located ~~and~~at ~~telephone~~the ~~number~~Eastwood ~~for~~Building, ~~CCM~~San isCarlos ~~116~~between W.5th ~~Second~~and ~~Street~~6th, ~~Hinsdale~~Carmel, ~~Illinois~~California ~~60521,~~93921-6147. Welton’s ~~(630)~~telephone ~~323-5913,~~number ~~Fax:~~is (~~630~~831) ~~323~~626-~~5919~~5190.

~~Management~~Principals

~~CCM'~~Patrick Welton. Mr. Welton oversees the firm’s ~~principals~~trading ~~are~~and ~~Michael~~research Jefforts, and is the senior management reviewer of all risk management reporting. He ~~Clarke~~has been active in futures, ~~James~~options, Sand equities market research since 1981 and was an NFA Board of Director from 1997-2000. Mr. Welton ~~Andersen~~has spoken at conferences, authored articles, participated in panel presentations and ~~David~~served G.on ~~Wesolowicz~~committees for the MFA and the NFA. He is also an investment committee member of a California pension plan and an

Michael J. Clarke has been a registered associated person and listed principal of CCM since October 1993. Mr. Clarke owns CCM and, along with Messrs. Andersen and Wesolowicz, is responsible for making trading decisions for CCM.59

~~James~~endowment. Mr. Welton ~~Andersen~~holds isundergraduate, ~~currently~~doctoral ~~vice~~and ~~president~~postdoctoral ~~and~~degrees ~~chief~~from ~~operating~~the ~~officer~~University of ~~CCM~~Wisconsin, ~~with~~UCLA ~~the~~and ~~primary~~Stanford ~~responsibility~~University ~~for~~respectively. Mr. Welton ~~its~~co-founded ~~operations.~~Welton ~~From~~in ~~October~~1988 ~~2002~~and tohas ~~present,~~been ~~Mr.~~registered ~~Andersen~~as ~~has~~an ~~been~~associated ~~employed~~person bywith ~~CCM~~Welton asInvestment ~~director~~Corporation ofsince ~~operations~~January 1989 ~~before~~and ~~being~~listed ~~named~~as ~~vice~~a ~~president.~~principal ~~Mr.~~with ~~Andersen~~Welton Investment Corporation since January 1989. He has also been registered as an associated person ofwith ~~CCM~~an ~~since~~affiliated ~~August~~entity ~~2003~~Welton ~~(temporary~~Global ~~license~~Funds ~~granted~~Management inCorporation, ~~July~~since ~~2003).~~February 1996 Inand ~~January~~listed ~~2007,~~as ~~Mr.~~a ~~Andersen~~principal ~~became~~with aWelton ~~listed~~Global ~~principal~~Funds ofManagement ~~CCM~~Corporation since February 1996.

~~David~~Annette GWelton. Ms. Welton ~~Wesolowicz~~chairs ~~has~~the ~~served~~Board asof ~~chief~~Directors. She ~~financial~~also ~~officer~~serves in an oversight role to key management functions and ~~chief~~in ~~compliance~~strategic ~~officer~~planning for ~~CCM~~the ~~since~~firm. She ~~August~~formerly ~~2004.~~served Heas ~~has~~Chief ~~been~~Operating aOfficer ~~registered~~before ~~associated~~that ~~person~~office ofwas ~~CCM~~transformed ~~since~~into ~~September~~separate ~~2004~~offices ~~and~~for ~~became~~superior ~~listed~~redundancy asand ato ~~principal~~conform ofto ~~CCM~~the inhighest ~~January~~standards ~~2007~~for internal controls. Ms. Welton ~~From~~led ~~May~~the ~~1990~~firm for two decades from an emerging company to ~~August~~a ~~2004,~~top-tier Mrinvestment corporation. She ~~Wesolowicz~~has ~~was~~served ~~president~~in ofthe ~~Essex~~MFA’s ~~Trading~~Public ~~Group,~~Relations ~~Ltd.~~and Trading and ~~its~~Markets ~~affiliate~~Committees, ~~Essex~~as ~~Trading~~well ~~Company,~~as ~~Ltd~~on the NFA’s Nominating Committee., Ms. Welton acurrently ~~leader~~serves inon the ~~research~~Monterey ~~and~~Bay ~~development~~Board of ~~trading~~a ~~systems~~nationally-based ~~and~~nonprofit ~~techniques~~charity in a finance capacity. She ~~Essex~~holds ~~Trading~~a ~~Group,~~bachelor’s ~~Ltd~~degree from UCLA. Ms. Welton ~~was~~co-founded Welton in 1988 and has been registered as an ~~introducing~~associated ~~broker~~person ~~and~~with ~~both~~Welton ~~Essex~~Investment ~~Trading~~Corporation ~~Group,~~since ~~Ltd.~~January 1989 and ~~Essex~~listed ~~Trading~~as ~~Company,~~a ~~Ltd~~Principal with Welton Investment Corporation since January 1989. She ~~were~~has also been registered as ~~commodity~~an ~~trading~~Associated ~~advisors~~Person with ~~NFA.~~an affiliated entity Welton Global Funds Management Corporation since February 1996 and listed as a Principal with Welton Global Funds Management Corporation since February 1996.

ToBrent ~~review~~Hankins. Mr. Hankins’ primary responsibilities include portfolio management, research and development of trading strategies, and oversight of the ~~past~~firm’s ~~performance~~trading operations. Drawing on his depth of ~~CCM~~experience with Welton, ~~please~~Mr. Hankins ~~see~~has ~~pages~~spoken 75at ~~through~~numerous 98alternative investment conferences throughout the U.S. and Asia. He holds the CAIA (Chartered Alternative Investment Analysis) designation and earned a bachelor’s degree from California Polytechnic University at San Luis Obispo. Mr. Hankins has been registered as an associated person with Welton Investment Corporation since March 1993 and listed as a principal with Welton Investment Corporation since February 2000.

~~CCM~~David ~~Trading~~Nowlin. Mr. Nowlin ~~Programs~~oversees the Core Services Group which has as its mandate the proper management of the firm’s trade processing, investor relations, regulatory compliance, internal review and administrative operations. He earned an master’s degree from Santa Clara University and a bachelor’s degree from Westmont College. Mr. Nowlin joined Welton in 1993 and has been registered as an associated person with Welton Investment Corporation since June 1994 and listed as a principal with Welton Investment Corporation since February 2000.

~~CCM~~To ~~currently~~review ~~has~~the ~~ten~~past ~~trading~~performance ~~programs;~~of ~~Global Basic~~Welton, ~~Global~~please ~~Magnum,~~see ~~Worldwide, Millennium, Orion, FXF-plus, Jupiter, the MJC Futures Program, the Omega Program and the Alpha Program~~page 70. ~~Altin:Fund intends to invest in the Millennium Program.~~

OnTrading January 25, 1998 CCM began trading the Millennium Program for clients. This program offers maximum diversity with regard to commodity interests followed and utilizes intermediate, long-term, and very long-term models. It is designed for the larger well-capitalized client. The Millennium Program currently trades approximately 46 domestic and international commodity interests. Sixteen of these are either long or short interest rate contracts reflecting interest rates in Europe, the U.S., Canada, Japan and Australia. The balance of the commodity interests followed are currencies, grains, softs, metals, meats and fuels both foreign and domestic. The number of models used in this program is 25. Unlike many of the other programs of CCM, the Millennium Program uses several very long term models among the 25 in its portfolio. These very long term models generally produce larger profits per trade, but lower profits per day than shorter models. When used in a portfolio with shorter time frame models, as is the case here, they can produce smoother overall equity curves even though these models generally give much more room to a position before exiting. 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. Investors in Altin:Fund should be aware that this factor alone, although there are others, will lead to periods of extreme volatility and possibly very large drawdowns in an investor's equity.Strategy

~~Although~~Welton’s ~~the~~Global ~~ten~~Directional ~~programs~~Portfolio ~~traded~~is bya ~~CCM~~comprehensive ~~differ~~managed infutures ~~certain~~program ~~respects,~~designed ~~they~~to ~~share~~reliably adeliver ~~number~~the style class returns of ~~common~~directional ~~elements.~~managed ~~Under~~futures ~~all~~accompanied ~~ten~~by ~~programs,~~a ~~CCM's~~sustainable ~~trading~~performance ~~strategy~~advantage. The isGlobal ~~strictly~~Directional ~~technical~~Portfolio incommenced ~~nature.~~trading Noclient ~~fundamental~~assets ~~analysis~~in June 2004. It is ~~used.~~currently ~~The~~offered ~~strategy~~through ~~was~~managed ~~developed~~accounts ~~from~~with ~~analysis~~a ofminimum ~~patterns~~trading ofaccount ~~actual~~size ~~price~~of ~~movements~~$10,000,000. Offshore and isonshore ~~not~~fund ~~based~~structures onare ~~analysis~~ also available.

ofThe ~~supply~~program employs exchange-traded futures contracts and ~~demand~~foreign ~~factors,~~exchange ~~general~~instruments ~~economic~~within ~~factors~~global interest rate, orcurrency, ~~world~~equity ~~events.~~index ~~CCM~~and ~~has~~commodity ~~conducted~~markets. The ~~analysis~~inclusion or exclusion of ~~these~~certain ~~price~~markets ~~patterns~~in investment products and the instruments selected to ~~determine~~trade ~~procedures~~those ~~for~~markets ~~initiating~~at ~~and~~various ~~liquidating~~times ~~positions~~is inaffected ~~the~~by ~~markets~~many infactors, ~~which~~including, itbut ~~trades~~not limited to, contract liquidity, FCM constraints, regulatory requirements, market conditions and investment opportunity as determined by Welton. In addition, U.S.

In addition to all the markets followed for client accounts in all of its programs, CCM follows several additional markets which consist of illiquid domestic and foreign markets and markets otherwise deemed unsuitable for client programs. The principal of CCM currently trades several personal accounts. These accounts are traded under the same programs offered to clients. Although currently not the case, CCM or its principals may trade other models or commodities than those offered to clients in order to test the viability of incorporating them into programs for clients or for other reasons.60

~~The~~clients ~~millennium~~may ~~program,~~be ~~having~~restricted anfrom ~~initial~~participating ~~base~~in ~~level~~certain ofmarkets ~~trading~~not ofyet ~~one~~approved ~~"contract~~for ~~unit"~~use atby U.S. regulatory authorities. In its sole discretion, Welton may adjust the $1systems,~~000~~ methodology,~~000~~ ~~level~~weighting, iscapacity ~~automatically~~and ~~adjusted~~market upcomposition or(including ~~down~~the ~~for~~addition ~~every~~of ~~stabilized~~markets ~~increase~~not listed and/or ~~decrease~~the deletion of ~~$250,000~~listed markets) in ~~the~~each ~~account~~investment product at any time. Unless ~~This~~otherwise ~~level,~~directed ~~however~~by the client or the client’s clearing broker, positions will ~~not~~ be ~~adjusted~~offset ~~below~~on ~~the~~a ~~$750~~first-in,~~000~~ ~~equity~~first-out ~~level~~basis.

~~The~~QuantMetrics ~~general~~Capital ~~trading~~Management strategy of all ten CCM programs is trend following. Most, but not all, trade initiations and liquidations are in the direction of the trend. All CCM 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. CCM 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 time-frame 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.LLP

~~Analysis~~QuantMetrics ~~and~~was ~~research~~formed ~~into~~in ~~improved~~March ~~trading~~2003 ~~systems~~by ~~and~~Dr. ~~strategies~~Mushtaq isShah anand ~~ongoing~~Mr. ~~process~~James ~~at CCM~~Fowler. ItIts ~~may~~offices beare ~~determined~~located ~~that~~at ~~modifications~~1 toRed ~~one~~Place, orW1K ~~more~~6PL ofLondon, ~~the~~United ~~trading~~Kingdom. ~~models~~QuantMetrics ~~would~~has ~~improve~~been ~~its~~registered ~~performance~~under or the ~~performance~~CE ofAct ~~one of the programs~~ as a ~~whole.~~CTA ~~Additionally,~~and ~~new~~has ~~models~~been ~~may~~a bemember ~~added or existing ones removed from any~~ of the ~~programs.~~NFA ~~CCM~~since ~~may~~April ~~also decide to add or remove one or more commodities eligible for trading for a program or model~~2006. ~~Because CCM's methods are proprietary and confidential, managed account clients will not be informed with respect to such changes in CCM's trading methods.~~

~~CCM's Risk Management~~Principals

~~CCM~~Dr. ~~gives~~Mushtaq aShah. Dr. ~~high~~Shah ~~priority~~is toa ~~risk~~founding ~~management.~~partner Ifof ~~possible~~QuantMetrics. Dr. Shah, ~~within~~together ~~existing~~with ~~market~~James ~~conditions~~Fowler, ~~CCM's~~is ~~trading~~responsible ~~systems~~for ~~perform~~all ~~under~~trading ~~the~~and ~~constraints~~money ofmanagement ~~its~~decisions ~~risk~~made ~~management~~by ~~system~~QuantMetrics. Dr. ~~For~~Shah ~~all~~has ~~programs~~been ~~this~~listed ~~system~~as ~~estimates~~a ~~the~~principal ~~amount~~with ofQuantMetrics ~~risk~~since inApril ~~each market~~27, ~~group of related markets, and for the overall portfolio~~2006.

~~The risk is calculated daily for each model on all open positions~~Dr. ~~Each~~Shah ~~open~~obtained ~~position~~a ~~has~~first anclass ~~adverse~~degree ~~reaction~~in ~~point~~Econometrics atand ~~which~~Mathematical ~~CCM~~Economics ~~exits~~from the ~~position~~London ~~immediately~~School orof asEconomics ~~soon~~in asJune ~~possible~~1985. He ~~The~~obtained ~~distance~~an ~~to this point provides the dollars at risk for each open position~~M. ~~The dollars at risk for a market are then summed for each model in a way to determine the net open dollar risk~~Phil. ~~This is compared to Altin:Fund's account equity under management by CCM, which is the base equity (any equity Altin:Fund deposits~~ in ~~the~~Economics ~~account minus any equity Altin:Fund has withdrawn~~ from ~~the~~Cambridge ~~account,~~University ~~plus~~in ~~any~~June ~~notional~~1986 ~~funds agreed to by Altin:Fund), plus realized~~ and ~~unrealized~~a ~~profits, interest received, minus commissions and fees~~Ph. ~~When this risk percentage approaches risk control limits, no new positions or smaller size position are taken~~D. ~~Within~~in aFinancial ~~program~~Econometrics ~~similar~~from ~~techniques~~the ~~are~~London ~~used~~School toof ~~control~~Economics ~~risk~~ in ~~related~~June ~~markets and in the portfolio as a whole~~1994.

~~All~~Dr. ~~models~~Shah ~~used~~worked byfor ~~all~~UBS ~~the~~Securities ~~programs~~Ltd, ~~have~~an investment bank, as European Economic Analyst from September 1986 to August 1989 and then for Goldman Sachs International, an ~~overriding~~investment ~~filter~~bank as an Executive Director: Quantitative Analyst/Proprietary Trader until April 1994. Dr. Shah was between employment in May 1994. From June 1994 until May 1996 Dr. Shah worked for NationsBank Europe PLC, an investment bank, as a Senior Quantitative Analyst/Equity Proprietary Trader. From June 1996 to ~~prevent~~April ~~initiating~~1999, ~~positions~~Dr. ~~when~~Shah was a Director at Credit Suisse First Boston, an investment bank, where he was the ~~level~~head of ~~risk~~convertible intrading. Dr. ~~the~~Shah ~~initiated~~was ~~position~~between ~~would~~employment befrom atMay 1999 through August 1999. From September 1999 until March 2003 Dr. Shah worked for Equinox Capital Management Ltd., an ~~abnormally~~alternative ~~high~~asset ~~level~~management firm, where he was Head of Research and where he and Mr. Fowler managed a multi strategy equity arbitrage hedge fund. In March 2003, Dr. Shah and Mr. Fowler founded QuantMetrics.

IfJames ~~Altin:Fund's account equity should fall around 10% or more below peak account equity, CCM may instate tighter risk control limits~~Fowler. Mr. ~~Also,~~Fowler ~~regardless~~obtained ofa ~~account~~Master's ~~equity,~~in ~~tighter~~Engineering ~~risk~~from ~~control~~Oxford ~~limits~~University ~~may~~in ~~also~~June ~~be put into effect for Altin:Fund when the account begins trading with CCM. Under tighter risk control limits~~1997, ~~smaller~~after ~~size~~which ~~positions~~he ~~may~~worked ~~be initiated~~ for ~~one~~Credit orSuisse ~~more~~First ~~models~~Boston, ifwith ~~possible, than would otherwise be indicated~~Dr. IfShah ~~this~~as isa ~~not~~proprietary ~~sufficient~~trader toin ~~reduce~~the ~~risk~~Equity toDerivatives anand ~~acceptable~~Convertibles ~~level, CCM, at its discretion, may suspend some commodities from having positions initiated by one or more models or may suspend one or more models for this account until the account~~ Group.

~~equity~~Mr. ~~returns~~Fowler left Credit Suisse in April 1999, to work as a trader for Och-Ziff Capital Management, an ~~acceptable~~alternative ~~level~~asset management firm, until August 1999 before returning to the UK to work with Dr. AsShah ~~account~~at ~~equity~~Equinox ~~builds~~Capital Management in ~~Altin:Fund~~August ~~over~~1999 ~~base~~where ~~equity,~~he ~~larger~~was ~~risk~~a ~~control~~Portfolio ~~limits~~Manager ~~may~~for bethe ~~used~~multi ~~for~~strategy ~~Altin:~~fund, the Eclipse 1 Fund's. In ~~account~~March ~~for~~2003, ~~some~~Mr. orFowler ~~all~~left ~~commodity~~Equinox ~~interests~~Capital Management Ltd. to co-found QuantMetrics. Mr. Fowler became registered as an associated person and listed as a principal and NFA associate member of QuantMetrics effective April 27, 2006, April 11, 2006, and April 27, 2006, respectively.

~~CCM's~~QuantMetrics ~~Fee~~Ltd. QuantMetrics ~~Structure~~Ltd. became registered as a principal of QuantMetrics on March 1, 2006.

~~CCM~~To ~~will~~review ~~charge Altin:Fund a monthly management fee of 1.8% annually of~~ the ~~"nominal~~past account value" of Altin:Fund's account. For purposes of calculating CCM's management fee, the nominal account value is the total of gross ending equity plus all notional funds plus any withdrawals made during the month. This management fee will be charged whether or not trading has been profitable and are not pro-rated. "Gross ending equity" is defined as the beginning equity plus any additions minus any withdrawals plus the gross trading performance plus interest minus any fees or charges other than those listed under brokerage commission and miscellaneous fees. Such fees would include any wire transfer fees. "Gross trading performance plus interest" is defined as the sum of the realized and unrealized trading profits plus any interest credited to Altin:Fund's account during the period. CCM will trade a portion of Altin:Fund's account pursuant to notional funds. The management fee will be based on the nominal account value of Altin:Fund's accountQuantMetrics, ~~and~~please ~~therefore,~~see ~~will include notional funds~~page 71.

CCM will charge an incentive fee of 25% of "net trading profits" for each quarterly period. Net trading profits is defined as gross trading performance plus interest for the period minus any "carry forward loss" from previous periods. If Altin:Fund's account experiences a net trading loss for the month, such losses will be summed into the "carry forward loss." This "carry forward loss" will be deducted from any positive gross trading performance plus interest of succeeding months for the sole purpose of determining the incentive fee due CCM. This deduction shall take place each succeeding month until the full amount of the "carry forward loss" has been offset by gross trading performance plus interest. If Altin:Fund withdraws funds from its trading account under CCM's management, any loss attributed to those funds will be deducted from the "carry forward loss" on a percentage basis.61

~~Once~~Trading paid, management and incentive fees are not refundable unless an accounting error was made. If Altin:Fund begins trading in the middle of the month, Altin:Fund's account will be subject to management fees for the full month, as well as any incentive fee based on net trading profits from the end of the previous period.Strategy

~~Fall~~The ~~River~~QM ~~Capital,~~Directional ~~LLC~~Strategy. The QM Directional Strategy is a quantitative directional futures program. The program aims to provide investors with long-term capital appreciation by realizing short-term gains.

~~Fall~~The ~~River~~investment ~~Capital,~~approach ~~LLC,~~identifies aand ~~Wisconsin~~captures ~~limited~~market ~~liability~~inefficiencies ~~company,~~using ~~became~~statistical ~~registered~~and ~~with~~econometric ~~the~~models. The ~~CFTC~~program asemploys a ~~commodity~~collection ~~trading~~of ~~advisor~~very inshort-term ~~January~~futures ~~2000~~trading ~~and~~strategies awith ~~commodity~~holding ~~pool~~periods ~~operator~~ranging infrom ~~June~~1 ~~2000~~minute to 10 days. ~~Fall~~As ~~River~~the ~~became~~program aselectively ~~member~~chooses the timing of ~~NFA~~trades, init ~~January~~is ~~2000.~~ideally ~~Fall~~positioned ~~River's~~to ~~principal~~benefit ~~office~~from isprice ~~located~~shocks. Disciplined atrisk ~~11740~~management ~~North~~is ~~Port~~built ~~Washington~~into ~~Road,~~each ~~Mequon~~trading algorithm, ~~Wisconsin~~with ~~53092,~~time stops and ~~its~~stop ~~telephone~~losses ~~number~~strictly isadhered ~~(262) 241-8020~~to.

~~Management~~The program is unhedged but benefits from cross-market diversification. The markets traded include stock index futures, fixed income futures, currency futures, metals futures and energy futures.

The ~~listed~~QM ~~principals~~Premier ofStrategy. The ~~Fall~~QM ~~River~~Premier ~~are~~Strategy ~~Robert~~is ~~Friedl,~~a ~~Charles~~quantitative ~~Wright~~market ~~and~~neutral ~~Frank~~index ~~Pusateri.~~futures ~~Both Mr~~strategy. The ~~Friedl~~program ~~and~~aims ~~Mr.~~to ~~Wright~~provide ~~own~~investors ~~and operate Fall River and, together~~ with ~~Mr.~~long-term ~~Pusateri,~~capital ~~are~~appreciation ~~also~~by ~~responsible~~realizing ~~for the day~~short-~~to-day~~term ~~trading decisions for Fall River~~gains. The ~~Neither~~investment ~~Mr.~~approach ~~Friedl,~~identifies ~~Mr.~~and ~~Wright,~~captures ~~Mr.~~market ~~Pusateri~~inefficiencies ~~nor~~using ~~Fall~~statistical ~~River~~and ~~will~~econometric ~~be invested in Altin:Fund~~models.

~~Robert~~The ~~Friedl~~strategy ~~has~~employs ~~worked~~a incollection ~~the~~of high frequency futures ~~industry~~trading ~~since~~strategies ~~1987~~with ~~and~~holding ~~brings~~periods ~~more~~ranging ~~than~~from ~~twelve~~1 ~~years~~minute ofto ~~experience~~1 inday. As the ~~areas~~strategy ofselectively ~~trading-room~~chooses ~~operations,~~the ~~systems~~timing ~~research~~of trades, ~~and~~it ~~trading advisor back-office management. He~~ is aideally ~~registered~~positioned ~~Associated~~to ~~Person~~benefit ~~and~~from ~~principal~~price ~~of the Advisor, effective January 5, 2000~~shocks.

~~From~~Disciplined ~~September~~risk ~~1988~~management tois ~~September~~built ~~1989,~~into heeach ~~was employed by Limitless Options Partners (a proprietary~~ trading ~~and~~algorithm, ~~floor~~with ~~brokerage~~time ~~group)~~stops and ~~supervised~~stop ~~its~~losses ~~back-office~~strictly ~~operations.~~adhered ~~Mr. Friedl's responsibilities included daily option valuations and risk management for Limitless Options Partners' options, futures and cash/currency positions in addition~~ to ~~account reconciliation and internal trade accounting~~.

Mr. Friedl worked with the Fall River Group, Inc., a group of foundries in Wisconsin as an in-house trader for the company's proprietary commodity account (October 1989 to September 1991). He has been involved in the back-office operations of several brokerage and trading firms including: B.L. Rice, Inc., a proprietary trading firm in Chicago, Illinois (May 1987 to September 1987) and KTZ Trading, a proprietary trading firm in Chicago, Illinois (September 1987 to August 1988).

Mr. Friedl was a founding principal of the Webster Management Group, a Commodity Trading Advisor, which was started in September 1991. He co-designed the initial trading strategies and remained a member of the research team through 1996. Mr. Friedl was the principal in charge of Webster's trading desk from 1993 through 1995. During that time he coordinated the design and implementation of Webster's back office software and account management systems.

In 1996, Mr. Friedl began a transition from Webster's trading desk into full-time research. In January 1997, he moved into full time research and product development for Webster. He left Webster in January 2000 and started the Advisor thereafter.

Mr. Friedl holds a Bachelor of Science degree in Small Business Management from the University of Wyoming (1986).

Charles Wright has been the chairman of the Fall River Group, Inc., a manufacturing company in Wisconsin, since September 1979, and has been associated with the group since October 1973.

In addition, Mr. Wright is a founding member, principal and registered Associated Person Fall River, effective January 5, 2000, and became a branch office manager of Fall River on October 10, 2007. Since October 2001, he has also been the chairman and co-owner of Quaestus & Co., Inc. a venture capital firm located in Palm Beach, Florida.

Mr. Wright has also been involved with three other commodity pool operators: Kilbourn Capital Management LLC, Hamilton Management LLC and StoneTree Group, LLP. He served as a principal, chairman and co-owner of Kilbourn Capital Management LLC from February 2003 through October 2005. He was an associated person of the firm from March 2003 through October 2005. Mr. Wright was a principal of Hamilton Management LLC from March 2007 to July 2008, as well as its associated person from April 2007 to July 2008. He was a principal of StoneTree Group, LLLP, from February 2006 to April 2007, and an Associated Person from February 2006 to March 2007.

Mr. Wright serves on the board of directors of several firms in Wisconsin, including, in the non-profit sector, Goodwill Industries of Southeastern Wisconsin and Metropolitan Chicago (October 1979 to present) and the Second Harvest Food Bank Foundation (November 1989 to present). He is a former commissioner of the Milwaukee Social Development Commission, and a former member of the Greater Milwaukee Committee. In the private sector, he has served as a director of U-Line Corporation (June 1980 to June 2004), a manufacturer of refrigeration devices. Since June 2001, he has sat on the board of TradeStation Group, Inc., a principal of a futures commission merchant headquartered in Florida.

Mr. Wright served as president of the Private Industry Council of Milwaukee County from June 1996 through September 1997. The Private Industry Council was responsible for implementing and overseeing "Wisconsin Works" or "W2", Wisconsin's innovative welfare reform program, in Milwaukee County, Wisconsin during his tenure as President.

From July 1992 to March 1997, he served as chairman of Caribbean Communications Company Ltd. During this time Caribbean Communications Company Ltd. continued building and operated a radio network throughout the English-speaking Caribbean Islands. In 1997, Cumulus Media, Inc. acquired Caribbean Communications Company Ltd.

Mr. Wright was an IOM member of the Chicago Mercantile Exchange from September 1983 to December 1989 and actively day-traded S&P futures. From March 1989 to May 1991 he served as editor of the System Trading and Development Newsletter, published by Omega Research, Inc. He has taught several different trading seminars over the years, including System Trading and Development, and Trading as a Business.

Mr. Wright is the author of the book, Trading as a Business, published by Omega Research, Inc. (1998). Mr. Wright holds a Bachelor of Arts degree from the University of South Florida (1973) and a Masters Degree in Business Administration from the Harvard University Graduate School of Business (1977).

Frank Pusateri has worked in the futures industry since 1977 in diverse management capacities including portfolio evaluation, operations and marketing.

From May 1977 to November 1987, Mr. Pusateri worked for E.F. Hutton & Company, Inc., a CFTC-registered futures commission merchant, where he was in charge of performance analysis including the evaluation and selection of the CTAs used in E.F. Hutton's Managed Futures Program and the development of the statistical and analytical techniques employed in the selection process. He was registered as an associated person from April 1981 to April 1984 and from June 1986 to October 1987 of EFHutton, as well as its Director of Managed Commodity Accounts from 1986 to 1987. From December 1981 to May 1986, Mr. Pusateri founded and was President of a consulting firm, Pusateri Associates that specialized in providing CTA evaluation and section expertise, while offering a wide spectrum of administrative and operational support services to CTAs, brokerage firms and institutional investors. He was a principal (April 1984 to May 1986) and an associated person (January 1985 to May 1986) of Futures Asset Management Group, Inc., an IB, as well as a principal (April 1984 to July 1986) and an associated person (July 1985 to July 1986) of Montclair Futures Inc., a CPO and CTA. From November 1987 to November 1992, he was Vice President (later Senior Vice President) of Investments for Prudential Securities Futures Management Inc., a CPO and CTA, where he specialized in the selection of trading advisors for multi-manager-futures portfolios for large sophisticated clients. He was registered as its associated person from August 1992 to December 1992, as well as registered as an associated person of Prudential Equity Group LLC, an FCM, from November 1987 to December 1992. He was also a principal of his own sole proprietor CTA from February 1982 to August 1985 and May 1992 to June 1994, as well as an associated person in August 1985 and May 1992 to June 1994. Mr. Pusateri was Managing Director and associated person of Cotswold Management, Inc., a CTA and a provider of multi-advisor managed futures programs, from March 1993 to January 1994 and a Managing Director and associated person of LaSalle Portfolio Management Inc., a CFTC-registered CTA and CPO, where he also helped establish and register an affiliate, Sheridan Investments Inc. as an Investment Advisor and CTA to offer yield enhancement programs from January 1994 to August 1995 and Marketing Director of Sheridan from May through November 2000. He also had the following NFA designations with Sheridan: principal (May 2000 to November 2000), associated person (August 2000 to November 2000) and branch manager (September 2000 to November 2000). He also was an associated person and Senior Vice President with Index Futures Group, an FCM, from September 1995 through June 1996, then an associated person and principal of Index Management Services, Inc., a CPO and CTA, from January through July 1996. From July 1996 until August 2002, Mr. Pusateri provided consulting services on managed futures through The Price Futures Group Inc., a firm registered pursuant to CFTC regulations as a guaranteed Introducing Broker. He was also a registered associated person (August 1996 to August 2002) and branch manager (April 1999 to March 2000) of The Price Futures Group Inc., as well as an associated person of Price Asset Management Inc., a CPA and CTA, from May 1999 to August 2000.

Mr. Pusateri has been an associated person of Fall River since October 19, 2006, and has been listed as a branch manager of the firm since October 10, 2007, and as a principal since January 9, 2009. He also is the associated person, principal and President of Adirondack Portfolio Management, Inc., a CTA and consulting firm that specializes in managed Futures, positions he has held since April 30, 1999.

Mr. Pusateri was Publisher of Managed Futures Today, an industry newsletter from December 1992 to March 1994. His written contributions to the industry include articles in Managed Futures Today and the Managed Account Report Yearbook and two chapters from the Commodity Futures Handbook. He has been a guest speaker on the topic of managed futures on numerous occasions. He is the past president of the Managed Futures Trade Association, the past treasurer of the Managed Futures Association, and a past director of the Rose-Baratz Literary Foundation and the Foundation for Managed Derivatives Research. He is actively involved in raising funds from the investment industry for charity and in 1996 was chairman of the Brazilian Dollar Bash and co-chairman of the CTA/CPO Advisory Committee for CARE'S World Trading Day. In January 1991, he received the Donchian Award in recognition of his contributions to the managed futures industry. Mr. Pusateri holds an MBA degree in accounting and finance from the Amos Tuck School of Business Administration, Dartmouth College, and BA in Mathematics from Colgate University.

To review the past performance of Fall River, please see pages 99 through 106.

Fall River's Trading Program

The general partner intends a portion of Altin:Fund's assets to be managed by Fall River pursuant to Fall River's Global Strategies HL Program. The goal of the Global Strategies HL Program is to provide superior risk-adjusted investment returns for each respective time frame.

The Global Strategies HL Program trades at twice the leverage of Fall River's Global Strategies Program, i.e., for every one commodity contract bought or sold for a Global Strategies Program account, Fall River will buy or sell 2 equivalent contracts for a Global Strategies HL Program account, although there may be situations where such account is traded with more or less leverage. This one difference will have a profound affect on the performance and volatility of the Global Strategies HL Program. In particular, the Global Strategies HL Program can expect to have more rapid drawdowns and greater volatility than the Global Strategies Program and the equity invested in the Global Strategies HL Program may erode much quicker than the equity in the Global Strategies Program; however, the Global Strategies HL Program also has the potential of greater trading profits than the Global Strategies Program.

Fall River's program trades in easily accessible and liquid U.S. and non-U.S. futures and forward contracts that are practicable. Futures contracts may include, among other things, interest rates, currencies, stock indices, metals, agriculture and energies. Forward markets may include major currencies and metals, which are currently being traded on the London Metal Exchange. In addition, Fall River continually monitors numerous markets, both U.S. and non-U.S., and will initiate trades at any point it determines that a market is sufficiently liquid and tradable.

The Global Strategies HL Program trades a global portfolio of 60+ futures markets. Fall River may also trade an account in physical commodities, including exchange of futures for physicals transactions. An exchange of futures for physicals transaction is a transaction permitted under the rules of many futures exchanges in which two parties exchange a cash market position for a futures market position (or vice versa) without making an open, competitive trade on the exchange. The prices at which such transactions are executed are negotiated between the parties.

Fall River estimates that generally, between 5% and 30% of Altin:Fund's trading account managed by Fall River will be committed as original margin. However, according to Fall River, these ratios are difficult to predict and may vary substantially from this range and be materially higher.

Trading decisions require the exercise of judgment by Fall River. Therefore, the success of trading depends on Fall River's trading ability, knowledge and judgment. Fall River will exercise its judgment and discretion in interpreting the data generated by its trading methodology, and will make all decisions regarding the trading in Altin:Fund's account, including selecting the markets which will be followed and actively traded. In addition, Fall River will determine the method by which orders are placed, the types of orders that are to be placed, the overall leverage for the portfolio, and, when applicable, the time at which orders are placed with, and executed by, a broker.

The Global Strategies HL Program does not assure successful trading. Investment decisions made in accordance with Fall River's Global Strategies HL Program will be based on an assessment of available facts. However, because of the large quantity of facts at hand, the number of available facts that may be overlooked and the variables that may shift, any investment decision must, in the final analysis, be based on the judgment of Fall River.

Fall River's business plan includes continued refinement and testing of its program. Therefore, Fall River retains the right to revise any methods or strategy, including the technical trading factors used, the commodity interests traded and/or the money management principles applied. It will do this without the general partner's approval if Fall River determines that the changes are in the best interest of Altin:Fund. Fall River's program is proprietary and confidential, and the descriptions herein are, of necessity, general and are not intended to be exhaustive. Consequently, Altin:Fund will not be able to determine the full details of the program, or whether the program is being followed. There can be no assurance that any trading strategy of Fall River will produce profitable results or will not result in losses.

Fall River's Fee Structure

Fall River will charge Altin:Fund a quarterly incentive fee and monthly management fee that is billed quarterly. Once the fees are earned, Fall River will retain the fees regardless of Altin:Fund's performance subsequent to the period for which the fees are earned.

With respect to the management fee, Fall River will charge Altin:Fund a monthly management fee of 2% of net asset value per annum. This fee is accrued monthly as a percentage of the net asset value of Altin:Fund's account. For purposes of this management fee, net asset value shall mean Altin:Fund's total assets (including notional funds, if any) less total liabilities under management by Fall River. Net asset value will include the sum of all cash and any unrealized profit or loss on securities and open commodity positions. All securities and open commodity positions shall be valued at their then market value which means, with respect to open commodity positions, the settlement price determined by the exchanges on which such positions are maintained and, with respect to U.S. treasury bills, their cost plus accrued interest. If there are no trades on the date of the calculation due to the operation of the daily price fluctuation limits or due to closing of the exchange on which positions are maintained, the contract will be valued at the settlement price as determined by the exchange on the first subsequent day on which the position could be liquidated. The management fee will be calculated prior to any incentive fee being subtracted from the account. If Altin:Fund withdraws from Fall River's trading program on a date other than at the end of a quarter, management fees will be calculated and billed as if such termination were the end of the month and pro rated to the number of months actually traded in that quarter. For purposes of this management fee, the net asset value will be the ending account value, plus any notional funds, minus accrued commissions. This value will also include any securities on deposit at market value plus accrued interest, if any.

With respect to the incentive fee, Fall River will charge Altin:Fund a quarterly incentive fee of 20% of net trading profits. For purposes of calculating the incentive fee, net trading profits is equal to the excess, if any, of the net asset value at the end of the calendar quarter over the net asset value at the end of the highest previous quarter or the net asset value at the date trading commences, whichever is higher, and as further adjusted to eliminate the effect on the net asset value resulting from new capital contributions or capital withdrawals, if any, made during the period, whether the assets are held separately or in a margin account. Losses attributable to capital withdrawals shall not be carried forward. Net trading profits shall include interest or other income not directly related to trading activity. The incentive fee calculation also includes, in part, unrealized appreciation on open positions. Such appreciation may never be realized by Altin:Fund. For example, if at the end of a quarter Altin:Fund's account had unrealized profits on open positions, Fall River may receive an incentive fee based on such unrealized profits. Following such payments, those open positions might, due to adverse market conditions, be closed out at no profit or even at a loss; nevertheless Fall River would retain the entire fee.

Forecast Trading Group, LLC

Forecast Trading Group, LLC was established under the laws of the State of New Jersey in June 2001. Forecast is registered as a commodity trading advisor with the CFTC since November 2001 and was a registered commodity pool operator from July 2004 through January 2008. Forecast is also a member of NFA effective July 2001. Forecast's principal office, and the site where its books and records are maintained, is located at 926 Haverstraw Road, Suffern, New York 10901-2202. Its telephone number is (845) 362-3820, its fax number is (845) 362-3873 and its electronic e-mail address is info@forecasttrading.com.

Management

Forecast is owned and operated by James R. Brunn. Neither Mr. Brunn nor Forecast will be invested in Altin:Fund. The exact nature of Forecast's trading strategy is proprietary and confidential.

James R. Brunn, is the managing director of Forecast. Mr. Brunn is responsible for all trading decisions for Forecast. In addition, he is a registered principal and associated person of James Brunn Associates, Inc. since November 1996. His career has spanned over 20 years in senior management and trading positions with international banking institutions. In the positions he held, Mr. Brunn was responsible for the supervision and risk management oversight of other traders employed at the banks.

At Banque Francaise du Commerce Exterieur (October 1994 to December 1996), Mr. Brunn functioned as a market maker in the major currencies in addition to strategic trading. As chief dealer for Credit Industriel et

Commercial, a French banking corp. (April 1992 to May 1993) and as a proprietary trader at Standard Chartered Bank (June 1993 to August 1994), he worked on an exotic currency desk and he helped to establish a European Monetary System trading desk. He also developed the guidelines used by the bank for strategic position taking.

Mr. Brunn was the chief dealer at Royal Bank of Scotland from April 1989 to April 1992. His responsibilities included strategic positioning for the bank and the development of risk management oversight and credit policies. Products traded included major currency and cross currency pairs as well as all OTC treasury interest rate and currency products and derivatives. He also served as chief dealer of foreign exchange from May 1985 to April 1989 at Banque Arab International Investments. He was responsible for strategic trading decisions for the banks proprietary account and the spot trading of major U.S. dollar positions. His responsibilities included the development and implementation of programs to hedge currency risk assumed by the bank's money market operations.

Mr. Brunn began his trading career at Lloyds Bank Plc (October 1978 to May 1985) where he served as senior foreign exchange dealer and established the European Monetary System trading desk. In that position, he was also responsible for the spot and forward books of numerous European and commonwealth currencies. While at Lloyds, he spent time on the floor of the New York Futures Exchange as a registered floor broker.

To review the past performance of Forecast, please see page 107.

Forecast's Trading Program

Forecast relies primarily on fundamental analysis with the support of technical analysis. Mr. Brunn and his staff are not professional meteorologists; however Forecast's trading methodologies employ proprietary meteorological models of a number of research providers. Mr. Brunn applies significant market experience and discretion as a fundamental trader in interpreting the potential impact of weather reports, especially in circumstances where the conclusions of major analysts conflict. It should be noted that commodity trading strategies based merely upon seasonality or other generally anticipated cyclical effects have not been shown to provide consistent profits, and are as likely to lead to random losses over time. Forecast therefore does not advise its clients to invest in energy and agricultural commodities based upon seasonal weather patterns. However, it is a widely-held and traditionally supported belief of the commodity industry that unanticipated changes in weather patterns, such as exceptionally hot, cold or dry regional weather conditions often expressed in governmental or private forecasts, can be an important factor in determining the price of such commodities as crude oil, heating oil, corn, soybeans, wheat, orange juice, coffee, cotton, and others. Additionally, during the past 7-10 years, such weather changes have become extremely important in the price of natural gas. Forecast believes that access to the most accurate weather forecasts available, combined with timely analysis and experienced interpretation of that information, provides key competitive advantages relative to other market participants.

Forecast's process of generating trade signals begins with the fundamental analysis of global meteorological data, with consideration given to market conditions, in an attempt to identify conditions in which short-term reward potential is likely to be in excess of risk. A compilation of weather related fundamental indicators are applied and considered before entering or exiting each position. Forecast utilizes meteorological and crop research put out by major analysts. Research of this kind constitutes a key component of the program's trading analysis and the cost of such research constitutes a substantial portion of Forecast's overall operating expense.

Next, Forecast overlays its fundamental analysis with a systematic technical methodology that combines money management principals with non-linear modeling techniques. This technical approach to the markets does not depend on the occurrence of major price trends in order to be profitable. Instead, trades are made under various market conditions and are typically of short duration, which average (but are not restricted to) two (2) days in length.

Finally, in applying its fundamental research and technical analysis to commodities trading for its clients, Forecast also employs liquidity and risk management techniques with the objectives of limiting losses, controlling market exposure and capturing profits. Forecast's trading approach also includes periodic "neutral modes" which may indicate that no position is appropriate in a particular contract or contract group in an attempt to preserve capital. Position size is a dynamic function of the volatility and price trend of each market and may vary significantly from one trade to the next within each market.

Thus, positions are established when Forecast's analytical methods, taken together, indicate a high probability of substantial reward relative to anticipated risk. Positions may be initiated in either trending or cyclical markets. Although positions are established at frequent intervals, there may be no position established from time to time. The trading philosophy assumes that there are many significant short-term moves, but that not all offer the desired risk/reward ratio.

Fundamental Analysis of Weather Related Factors

One of Forecast's distinctive base advantages is its use of scientific and quantitative analysis of weather forecasting to implement trading decisions. Forecast's subscriber relationship with key research analysts frequently extends to a daily or minute-by-minute communication of research and analysis of changing climate and crop factors. When Forecast's analysts agree on a major weather forecast event that might impact a commodity such as natural gas, for example, a more aggressive stance may be taken. If however, there is some disparity in forecasts, and the technical charts are pointing in a different direction, a much more conservative approach might be taken, or Forecast may decide that no position will be entered into until there is more certainty. Forecast uses short to intermediate term positions to benefit from price movements in markets such as natural gas, coffee, soybeans, sugar and many other weather sensitive commodities.

While Forecast does not trade commodities based solely on seasonal factors, Forecast has identified two primary trading seasons, each encompassing specific markets for which weather is a key factor and in which sufficient liquidity exists to permit Forecast's fundamental analysis of unanticipated weather changes to be expressed in commodities positions. Generally, grain, coffee and cotton markets are traded May through August. Energy complex and tangible commodities, such as orange juice, are traded between November and March. This does not however, preclude trading these markets during other months. Forecast believes that its ability to access energy and agricultural commodities markets outside of the U.S. provides another advantage to its clients, since overseas markets are often relatively lacking in the sophistication and timeliness of their price response to changing weather effects. In addition, global weather maps are updated on a 24-hour basis, and when there is a change in the forecast, Forecast can "get a jump" on other participants by positioning before the opening of U.S. commodities markets.

Implementation of Trading Approaches

Forecast, from time to time, may change or refine the trading systems employed to manage its clients' accounts as a result of ongoing research and development. Altin:Fund is not expected to be informed of these changes as they may occur. Mr. Brunn reviews and maintains discretion over all trading parameters. Mr. Brunn will select the contracts and markets which will be followed, the contracts and markets which will be actively traded and the contract months in which positions will be maintained. Mr. Brunn will also determine when to roll over a position (i.e., liquidate a position which is about to expire and initiate a new position in a more distant contract month). These types of decisions require consideration of, among other things, the volatility of a particular market, the pattern of price movements (both interday and intraday), open interest, trading volume, changes in spread relationships between various contract months and between various contracts and overall portfolio balance and risk exposure. With respect to the timing and execution of trades, Mr. Brunn may also rely to some extent on the judgment of others, such as floor brokers. No assurance can be made that consideration will be given to any or all of the foregoing factors by Mr. Brunn with regard to every trade for an account managed by Forecast or that consideration of any of such factors in a particular situation will lessen the account's risk of loss. Clients should be aware that such decisions may involve a substantial element of judgment and the unavailability of Mr. Brunn to make such decisions could materially impair the operation of the trading approach.

Leverage and Risk Management

Along with the subjective decision-making authority reserved for Mr. Brunn, Forecast also maintains certain risk management procedures for determining the appropriate quantity of contracts to be traded for an account of a given size and for all accounts. Forecast may continually adjust its trading portfolios and the position size of an order immediately prior to placement, and/or after the initial position is established, based on such factors as past market volatility, prices of commodities, amount of risk, potential return and margin requirements. The decision not to trade a certain commodity interest at certain times or to reduce the numbers of contracts traded in a particular market may result in missing significant profit opportunities. Forecast generally attempts to limit any particular trade position to a loss of no more than: a) 1% for medium confidence trades; b) 2-3% for high confidence trades; c)

3-4% for the highest confidence "A" trades. Forecast defines "A" trades as situations when Forecast believes that the prices of a particular contract are exceptionally vulnerable and highly correlated to unanticipated weather changes, often seen when every new weather map update seems to sharply affect price direction.

Forecast's Fee Structure

Forecast will charge Altin:Fund a monthly management fee equal to 1/12th of 1.70% of the account's nominal trading level. Management fees will be accrued monthly, but paid quarterly. The term "nominal trading level" shall mean the agreed upon trading level that Forecast will manage Altin:Fund's assets. Altin:Fund has authorized Forecast to trade a portion of Altin:Fund's assets at a $1-$2 million level, regardless of actual assets, if any, allocated to Forecast. The management fee payable to Forecast for the month in which Altin:Fund's account commences or terminates trading operations will be pro-rated based on the ratio that the number of trading days in the month in which the account receives trading advice from Forecast bears to the total number days in the month.

Because Forecast trades "notional" equity for Altin:Fund (i.e., to trade Altin:Fund's account as if more equity were committed to the accounts than is, in fact, the case) and because Forecast's management fee is based upon notational account size, the management fee may be a greater percentage of the "actual." This is determined by multiplying the management fee of 1.70% by the ratio of nominal trading value to actual funds. For example, if the nominal trading value (including "notional" equity) were twice the size of the "actual" funds (a 50% funded account), the 1.70% annual management fee charged to Altin:Fund's account based on notational account size would be approximately a 3.4% annual management fee to Altin:Fund's account based on "actual" funds. Likewise, if Altin:Fund funded at a 25% level funded account (4 to 1 ratio) would have an approximately 6.8% management fee based on "actual" funds. A fully funded account (i.e., no notational equity) would be subject to a 1.70% fee on actual funds.

Forecast receives a quarterly incentive fee equal to 20% of the trading profits earned by in Altin:Fund's account as of the end of each quarterly incentive fee period. The term "trading profits" is defined to mean the net commodity interest trading profits (realized and unrealized) earned by Altin:Fund's account as of the end of each incentive fee period after deduction of brokerage commissions paid and accrued management fees and accrued and unpaid incentive costs, and expenses directly related to Altin:Fund's trading activities (but prior to reduction for any accrued and paid incentive fees). Such trading profits shall be determined from the end of the last incentive fee period for which an incentive fee was earned by Forecast or, if no incentive fee has been earned previously by Forecast, from the date that Altin:Fund's account began to receive trading advice from Forecast to the end of the incentive fee period as of which such incentive fee calculation is being made. In the calculation of trading profits, Forecast is not required to earn back previously paid incentive fees.

If trading profits in Forecast's trading program for a calendar quarter are negative, it shall constitute a "carry forward loss" for the beginning of the next quarter. No incentive fee shall be payable until and only to the extent that future trading profits for the ensuing calendar quarters exceeds the carry forward loss. Therefore, Forecast will not receive an incentive fee from Altin:Fund unless Altin:Fund's account experiences new profits. If trading profits are negative at the time of a withdrawal, any loss apportioned to those withdrawn funds shall be deducted from the carry forward loss. If trading profits are positive at the time of withdrawal, the incentive fees accrued on that portion of the trading profits apportioned to the withdrawn funds shall be deemed due and payable at the time. Since incentive fees are payable quarterly, substantial incentive fees may be paid to Forecast by Altin:Fund during the year even though Altin:Fund's account may sustain a net trading loss for that year.

Rosetta Capital Management, LLC

Rosetta Capital Management, LLC (“Rosetta”), an Illinois limited liability company, became registered with the CFTC as a commodity trading advisor in May 1997. Rosetta also is a member of the NFA since May 1997. Rosetta is located at 190 S. LaSalle Street, Suite 3000, Chicago, Illinois 60603. Its telephone number is (312) 676-1050.

~~Management~~Principals

James Green. Mr. Green is a founding principal of Rosetta's. Along ~~principals~~with Michael Swinford, ~~James~~Mr. Green is responsible to manage all aspects of Rosetta’s operations and ~~Michael~~trading decisions. Mr. Green and Mr. Swinford, ~~are~~registered ~~founding~~Rosetta ~~members~~in May 1997 with themselves as associated persons and principals of Rosetta. Mr. Green became registered as an associated person and ~~share~~listed 62as ~~years~~a principal and NFA associate member of ~~combined~~Rosetta ~~trading~~effective ~~experience~~May 22, 1997.

~~James~~In ~~Green,~~December ~~managing member~~1990, isMr. aGreen ~~founding~~and ~~principal of Rosetta~~Mr. ~~Along~~Swinford, along with ~~his~~a ~~partner~~group ~~Michael~~of ~~Swinford~~colleagues, ~~Mr.~~founded ~~Green~~the isLivestock ~~responsible~~Division toof ~~manage~~Rosenthal ~~all~~Collins ~~aspects~~Group, ofnow ~~Rosetta's~~called ~~operations~~the ~~and~~Ceres ~~trading~~Trading ~~decisions.~~Group ~~Mr.~~Division ~~Green's~~of ~~agricultural~~Rosenthal ~~experience~~Collins ~~began~~Group, ~~during~~or ~~his~~RCG, ~~childhood on~~ a ~~grain~~Chicago-based ~~and~~futures ~~livestock~~commission ~~farm in Henderson County in Western Illinois~~merchant. In HeFebruary ~~attended~~1991, ~~Western~~Livestock ~~Illinois~~Division ~~University~~of inRosenthal ~~Macomb,~~Collins ~~Illinois,~~Group ~~where~~registered heas ~~earned~~ a ~~bachelor's~~branch ~~degree~~office inof ~~finance~~RCG with ~~a minor in economics.~~ Mr. Green ~~supported~~as ~~himself~~its ~~through~~manager ~~college~~and byassociated ~~working for DeKalb Ag Research~~person. In ~~Upon~~addition ~~graduation, he entered the management training program and was quickly promoted~~ to ~~district~~his ~~sales~~responsibilities ~~manager.~~with Rosetta, Mr. Green has been athe ~~registered~~manager ~~associated person and listed principal~~ of ~~Rosetta~~RCG since ~~May~~December ~~1997~~1990. He Inhas ~~addition~~been toregistered ~~being~~as ~~employed~~an byassociated ~~Rosetta,~~person ~~Mr.~~and ~~Green~~listed isas ~~also~~ a ~~registered~~principal ~~associated person~~ and ~~branch~~NFA ~~office~~associate ~~manager~~member of ~~Rosenthal~~Ceres ~~Collins~~Alternative ~~Group,~~Investments LLC, ~~since February 1991. RCG has been~~ a ~~registered~~commodity ~~FCM~~pool ~~since~~operator ~~January 1979~~ and isalternative aasset ~~member~~manager, ofeffective ~~NFA~~April ~~since~~20, ~~July 1982~~2009.

Michael Swinford, managing member, is a co-founder of Rosetta and, together with Mr. Green, is jointly responsible to manage all aspects of its operations and trading decisions. He has been a registered associated person and listed principal of Rosetta since May 1997. In addition to his association with Rosetta, Mr. Swinford has been an associated person of RCG since April 1991 and a registered associated person of Kottke Associates, LLC since June 2003. RCG is registered with the CFTC as a commodity pool operator, commodity trading advisor and FCM. Kottke is registered as an FCM.62

ToMichael ~~review~~Swinford. Mr. ~~the~~Swinford ~~past~~is ~~performance~~a co-founder of Rosetta and, ~~please~~together ~~see~~with ~~page~~Mr. ~~109~~Green, is jointly responsible for managing all aspects of its operations and trading decisions. Mr. Swinford became registered as an associated person and listed as a principal and NFA associate member of Rosetta effective May 22, 1997.

In December 1990, Mr. Swinford and Mr. Green, along with a group of colleagues, founded RCG. In addition to his association with Rosetta, in April 1991 Mr. Swinford has been registered as an associated person of Rosenthal Collins Group, LLC, a registered CPO, CTA and FCM, effective April 27, 1991 and an NFA associate member effective December 10, 1990. He has been listed as a principal of Ceres Alternative Investments LLC effective January 28, 2009 and registered as an associated person and listed as an NFA associate member effective April 20, 2009. Mr. Swinford has been registered as an associated person and listed as an NFA associate member of Kottke Associates, LLC, or Kottke, since June 5, 2003. By virtue of these affiliations, Mr. Swinford may receive certain financial benefits with respect to clients of Rosetta who elect to use RCG or Kottke as their FCM. In May 1997, Mr. Swinford registered as an associated person and principal of Rosetta.

To review the past performance of Rosetta, please see page 73.

Rosetta Trading Program

The ~~general~~Rosetta ~~partner~~trading ~~intends~~program aprimarily ~~portion~~relies on fundamental analysis, which considers the various factors that affect the supply and demand of ~~Altin:Fund's~~a ~~assets~~particular commodity interest in order to predict future prices. Fundamental analysis assumes that markets are imperfect and that information is not instantaneously assimilated or disseminated in the marketplace. By monitoring relevant supply and demand factors, a state of disequilibrium of conditions may be ~~traded~~identified ~~pursuant~~that has yet to be reflected in the ~~Rosetta~~price ~~trading~~of ~~program~~that ~~which~~commodity ~~was~~interest. Such ~~developed~~factors bymay ~~Rosetta's~~include ~~principals~~weather, ~~using~~the ~~their~~economics ~~extensive~~of ~~futures~~a particular business or commodity, government policies, domestic and ~~related~~foreign ~~backgrounds~~political and economic events and changing trade prospects.

~~Since~~However, the Rosetta trading program also utilizes certain ~~aspects~~technical overlays. Technical analysis is based on the theory that the study of the ~~Rosetta~~past ~~trading~~price ~~program~~action ~~are~~in ~~proprietary~~a ~~and~~given ~~confidential~~market, ~~the~~rather ~~following~~than ~~discussion~~factors isthat ~~general~~affect bythe ~~necessity~~supply and isdemand ~~not~~of ~~intended~~a toparticular becommodity ~~exhaustive~~interest, provides a means of anticipating future prices. Technical ~~The~~analysis ~~Rosetta~~operates ~~trading~~on ~~program's~~the ~~objective~~theory isthat tomarket ~~generate~~prices ~~profits~~at ~~with~~any ~~relatively~~given ~~low~~time ~~volatility~~reflect all known factors affecting supply and demand for a particular commodity interest. Consequently, ~~There~~only isa nodetailed ~~assurance~~analysis ~~this~~of, ~~objective~~among ~~will~~other bethings, ~~achieved~~actual ordaily, ~~that~~weekly ~~Altin:Fund~~and ~~will~~monthly ~~avoid~~price ~~substantial~~fluctuations, ~~losses.~~volume ~~The~~variations ~~Rosetta~~and ~~trading~~changes ~~program~~in isopen ~~very~~interest ~~aggressive~~are of predictive value when determining the future course of price movements.

AsThe ~~a trend-follower, the~~ Rosetta trading program’s ~~seeks~~technical tooverlays ~~identify~~focus ~~directional~~on ~~price~~short- ~~movement of a minimum length or longer~~ and ~~then~~medium-term ~~takes~~price adata ~~position~~in tosearch ~~capture this movement. While early identification~~ of ~~trends~~repetitive ~~allows~~patterns ~~for greater profits, it also incurs a greater possibility of identifying false signals~~ that ~~are~~reflect ~~often~~trending ~~generated in sideways or choppy~~ markets. For this reason, trend followers typically enter the market after a trend has been clearly discerned and exit when the conclusion of the trend has been clearly established. With this objective in mind, Rosetta has equipped its system with proprietary filters to lessen the likelihood of such false signals. In addition, ~~a risk management system that evaluates market volatility and other factors~~ to ~~help~~price ~~set~~data, ~~maximum loss parameters is an integral part of~~ the Rosetta trading program. ~~However,~~also ~~there~~evaluates ~~is no assurance the Rosetta trading program's entry~~volatility, ~~exit~~breadth and ~~risk~~volume ~~control~~using ~~mechanisms~~analytical ~~will~~tools besuch ~~successful~~as oroscillators, ~~that~~moving ~~clients~~averages ~~will~~and ~~avoid~~support ~~substantial~~and ~~losses~~resistance levels.

The Rosetta trading program ~~primarily~~utilizes ~~relies~~a onnumber ~~fundamental~~of ~~analysis~~trading rules, ~~which~~some ~~considers the various factors that affect the supply and demand~~ of awhich ~~particular~~are ~~commodity~~applied ~~interest~~via ~~in order to predict future prices~~computer. The ~~Fundamental~~computerized ~~analysis~~rules ~~assumes~~generally ~~that~~assist ~~markets are imperfect and that information is not instantaneously assimilated or disseminated~~ in the ~~marketplace.~~assessment ~~By monitoring relevant supply and demand factors, a state~~ of ~~disequilibrium~~when ~~of conditions may be identified that has yet~~ to beenter ~~reflected in the price of that commodity interest. Such factors may include weather, the economics of a particular business or commodity, government policies, domestic~~ and ~~foreign~~exit ~~political~~designated ~~and~~markets ~~economic events~~ and ~~changing trade prospects. However,~~ the ~~Rosetta~~optimum ~~trading~~position ~~program~~size also utilizes certain technical overlays. Technical analysis is based on the theory that the study of the past price action in a given market, rather than factors that affect the supply and demand of a particular commodity interest, provides a means of anticipating future prices. Technical analysis operates on the theory that market prices at any given time reflect all known factors affecting supply and demand for a ~~particular~~participating ~~commodity~~customer’s ~~interest~~account. Consequently, only a detailed analysis of, among other things, actual daily, weekly and monthly price fluctuations, volume variations and changes in open interest are of predictive value when determining the future course of price movements.

~~The~~However, the Rosetta trading program's ~~technical~~is ~~overlays~~not ~~focus~~fully onautomated ~~short-~~ and ~~medium-term~~is ~~price~~not ~~data~~totally ~~in search of repetitive patterns that reflect trending markets~~mechanical. ~~In addition to price data, the~~ Rosetta’s trading ~~program~~decisions ~~also~~are ~~evaluates~~aided ~~volatility,~~by ~~breadth~~computer-generated ~~and~~technical ~~volume~~analysis ~~using~~but ~~analytical~~primarily ~~tools~~are ~~such~~discretionary asbased ~~oscillators,~~on ~~moving~~its ~~averages~~assessment ~~and~~of ~~support~~fundamental ~~and resistance levels~~factors.

The Rosetta trading program utilizes a number of trading rules, some of which are applied via computer. The computerized rules generally assist in the assessment of when to enter and exit designated markets and the optimum position size for a participating customer's account. However, the Rosetta trading program is not fully automated and is not totally mechanical. Rosetta's trading decisions are aided by computer-generated technical analysis but primarily are discretionary based on its assessment of fundamental factors. The Rosetta trading program currently trades a varied portfolio of futures contracts on U.S. commodity exchanges and generally follows approximately 40 futures markets within the following general categories: financial instruments, stock indices, currencies, precious metals, grains and energy products. Typically, at any one time, Altin:Fund's account may be diversified among approximately 10 to 20 markets. However, there are no diversification parameters imposed on the Rosetta trading program. At any time and from time to time, Altin:Fund's account may be diversified among a larger number of markets, concentrated to one or a few positions or held entirely in cash. The selection of markets is totally within Rosetta's discretion and may change without notice to clients. Accordingly, Rosetta may add or delete markets at any time and from time to time as it deems appropriate. In addition, Rosetta may elect to invest cash in a client's account in interest-bearing obligations, such as U.S. treasury bills. The value of such obligations will be applied to margin requirements to the extent allowable by various exchanges.63

The ~~development~~Rosetta ~~of any~~ trading ~~strategy~~program iscurrently trades a ~~continuous~~varied ~~process~~portfolio ~~and~~of ~~Rosetta~~futures ~~may~~contracts ~~modify~~and ~~the~~options ~~Rosetta~~on ~~trading~~U.S. ~~program~~commodity atexchanges ~~any time~~ and ~~from~~generally ~~time~~follows toapproximately ~~time~~40 futures ~~without~~markets ~~notice~~within tothe ~~clients~~following ~~unless~~general ~~Rosetta~~categories: financial instruments, instock ~~its~~indices, ~~sole discretion~~currencies, ~~deems~~precious ~~such~~metals, ~~changes~~grains ~~material. The foregoing description is general by necessity~~ and inenergy noproducts. Typically, ~~way~~at ~~restricts~~any orone ~~limits~~time, ~~Rosetta's~~client ~~actions~~accounts onmay ~~behalf~~be ~~Altin:Fund.~~diversified Inamong ~~other~~approximately ~~words,~~10 ~~no restrictions apply~~ to ~~the Rosetta trading program~~20 markets. However, ~~including that~~ there are no ~~restrictions~~diversification onparameters ~~its~~imposed ~~use~~on ofthe ~~domestic,~~Rosetta ~~exchange-traded~~trading ~~futures instruments~~program. At ~~Rosetta~~any ~~may~~time ~~trade Altin:Fund's account in futures~~ and ~~options~~from ontime ~~futures~~to ~~in any and all U.S. exchanges. Rosetta~~time, inclient ~~its~~accounts ~~sole discretion,~~ may ~~make~~be ~~changes~~diversified toamong ~~the~~a ~~positions~~larger ~~held~~number ~~on behalf~~ of ~~Altin:Fund~~markets, ~~narrow~~concentrated ~~or otherwise modify exposure~~ to ~~any~~one ~~market~~ or ~~markets~~a ~~and~~few ~~may exit all markets and hold no open~~ positions ator ~~any~~held ~~time~~entirely ~~and~~in ~~from time to time~~cash.

~~Therefore,~~The atselection ~~any~~of ~~time,~~markets ~~Altin:Fund'~~is totally within Rosetta’s ~~account~~discretion and may bechange ~~committed~~without notice to aclients. ~~single~~Accordingly, ~~market~~Rosetta may add or ~~contract,~~delete ~~diversified~~markets ~~among~~at ~~many~~any ~~markets~~time and ~~positions~~from ortime ~~held~~to intime ~~cash~~as orit ~~interest-bearing~~deems ~~securities~~appropriate.

The development of any trading strategy is a continuous process and Rosetta's ~~Fee~~may ~~Structure~~modify the Trading Program at any time and from time to time without notice to clients unless Rosetta, in its sole discretion, deems such changes material.

InFall ~~consideration~~River ~~for its services~~Capital, Rosetta will charge Altin:Fund a quarterly incentive fee of up to 20% of new net profits generated in excess of any carry forward loss and a monthly management fee of up to 1/12 of 2.0% (2.0% per annum) of Altin:Fund's account time-weighted nominal value. The management fee and incentive fee will be accrued monthly for reporting and valuation purposes and invoiced shortly after the end of each quarter in which a fee is due.LLC

IfFall ~~Altin:Fund~~River ~~closes~~Capital, ~~its~~LLC ~~account~~(“Fall atRiver”), ~~any~~a ~~time~~Wisconsin ~~during~~limited aliability ~~calendar quarter~~company, became registered with the ~~management~~CFTC ~~fee~~as ~~and~~a ~~incentive~~commodity ~~fee~~trading ~~are~~advisor ~~due~~in January 2000 and ~~payable~~a ascommodity ifpool ~~such~~operator ~~closure~~in ~~occurred~~June 2000. Fall onRiver ~~the~~became ~~last~~a ~~day~~member of the ~~month~~NFA orin ~~quarter~~January 2000. Fall River’s principal office is located at 11740 North Port Washington Road, asMequon, ~~applicable~~Wisconsin 53092, and its telephone number is (262) 241-8020.

For purposes of computing the incentive fees, Rosetta calculates "new net profits" in accordance with generally accepted accounting principles and includes, with respect to any calendar period: 1) all realized gains and losses; plus 2) the change in the amount of unrealized gains and losses on open positions as of the end of the period compared to the amount of such unrealized profits or losses on open positions as of the end of the preceding period; plus 3) interest earned in the account during such period; minus 4) all transaction expenses incurred during the period and other expenses other than the management fee, if applicable. If new net profits for a quarter are negative, the negative amount shall constitute a "carry forward loss" for the beginning of the next quarter and shall be added to any carry forward loss from previous quarters since the last incentive fee was earned. Rosetta shall not earn additional fees until future new net profits exceed the aggregate carry forward loss from previous quarters. The carry forward loss provision creates a high-water mark effect that prevents Rosetta from earning incentive fees on profits that represent recoupment of prior losses resulting from trading and transaction-based fees and charges.Principals

~~"Nominal~~Robert ~~value"~~Friedl. Mr. isFriedl ~~the~~has ~~value~~worked ~~that~~in ~~governs~~ the ~~trading~~futures ~~level~~industry ofsince ~~the~~1987 ~~account~~ and isbrings ~~initially~~more ~~set~~than in12 years ~~writing~~of byexperience ~~Altin:Fund.~~in ~~As of~~ the ~~first~~areas of ~~each~~trading-room ~~month~~operations, ~~nominal~~systems ~~value shall adjust to reflect accruals for the prior month's management fee~~research, ~~incentive fee~~ and ~~new~~trading ~~net~~advisor ~~profits,~~back-office ~~as well as any adjustments made to nominal value by Altin:Fund or Rosetta~~management. He ~~"Time-weighted~~is ~~nominal~~a ~~value"~~registered ~~means~~associated ~~the~~person ~~nominal~~and ~~value~~principal of ~~Altin:Fund's~~Fall ~~account as of the last day of the month~~River, ~~before~~effective ~~consideration of that month's management fee or incentive fee~~January 5, adjusted for any increases or increases in nominal value made by the client (or decreases made by Rosetta) during the month, but shall not include adjustment for the effect of new net profits earned or lost during that month2000.

~~ALTIN:FUND'S~~From ~~INVESTMENT~~September 1988 INto ~~OUTSIDE~~September 1989, ~~FUNDS~~he was employed by Limitless Options Partners (a proprietary trading and floor brokerage group) and supervised its back-office operations. Mr. Friedl’s responsibilities included daily option valuations and risk management for Limitless Options Partners’ options, futures and cash/currency positions in addition to account reconciliation and internal trade accounting.

~~AlphaMosaic~~From October 1989 to September 1991, Mr. Friedl worked with the Fall River Group, Inc., a group of foundries in Wisconsin as an in-house trader for the company’s proprietary commodity account. He has been involved in the back-office operations of several brokerage and trading firms, including: B.L. Rice, Inc., a proprietary trading firm in Chicago, Illinois (USMay 1987 to September 1987) and KTZ Trading, ~~LLC~~a proprietary trading firm in Chicago, Illinois (September 1987 to August 1988).

~~AlphaMosaic~~Mr. Friedl ~~(US)~~was ~~LLC is~~ a ~~Delaware~~founding ~~series~~principal ~~limited~~of ~~liability~~the ~~company.~~Webster ~~The~~Management ~~sponsor~~Group, ora commodity ~~pool~~trading ~~operator~~advisor, ofwhich ~~AlphaMosaic~~was isstarted ~~AlphaMetrix~~in September 1991. He ~~AlphaMosaic~~co-designed ~~offers~~the ainitial ~~means~~trading ofstrategies ~~making available to qualified high-net-worth individuals~~ and ~~institutional~~remained ~~investors (including funds of funds)~~ a ~~variety~~member of ~~third-party~~the ~~professional~~research ~~managed~~team ~~futures~~through ~~and~~1996. Mr. Friedl ~~foreign~~was ~~exchange~~the ~~advisors~~principal in ancharge ~~investment~~of ~~architecture~~Webster’s ~~which facilitates access to multiple~~ trading ~~advisors~~desk ~~without~~from ~~having~~1993 tothrough ~~negotiate individually with any trading advisor, meet their account minimums or establish futures or forward dealing accounts~~1995. During ~~Investing~~that intime ~~AlphaMosaic~~he ~~provides~~coordinated ~~investors like Altin:Fund with~~ the ~~experience~~design ofand ~~indirectly~~implementation ~~owning managed accounts with the trading advisors without the corresponding administrative burden~~ of ~~opening~~Webster’s ~~such~~back ~~accounts,~~office ~~while~~software ~~also~~and ~~offering~~account ~~the~~management ~~protection of limited liability, which would not be available in the case of managed accounts~~systems.

~~AlphaMosaic~~In ~~issues~~1996, ~~limited liability company interests~~Mr. Friedl ~~There~~began ~~are two components to each investment in AlphaMosaic: (i) an interest in~~ a ~~cash~~transition ~~account;~~from ~~and~~Webster’s ~~(ii) an interest or interests in the~~ trading ~~components~~desk ~~formed~~into byfull-time ~~AlphaMosaic~~research. In ~~AlphaMosaic~~January 1997, ~~itself~~he ~~holds~~moved ~~the~~into ~~cash~~full ~~account~~time onresearch ~~behalf~~and ofproduct ~~the~~development ~~trading~~for ~~components which it then bookkeeps to investors~~Webster. He ~~AlphaMetrix~~left ~~operates~~Webster ~~AlphaMosaic,~~in ~~the~~January 2000 ~~cash account, the various trading components (herein referred to generally as "cells"),~~ and ~~the~~started ~~master~~Fall ~~funds~~River ~~(as defined below)~~thereafter.

AlphaMetrix acts only in an administrative, not an advisory, capacity with respect to AlphaMosaic. AlphaMetrix selects the trading advisors, monitors their performance and may terminate their corresponding master fund if AlphaMetrix deems it appropriate to do so. However, AlphaMetrix does not recommend any trading advisor to any investor, including Altin:Fund. AlphaMosaic has been designed to make the trading advisors available to investors in an administratively convenient architecture in which investors can select their own trading advisor(s).64

~~Each~~Mr. Friedl ~~trading~~earned ~~component invests in~~ a ~~segregated~~Bachelor ~~portfolio~~ of AMScience ~~Trading~~degree ~~SPC, a segregated portfolio company or~~ in aSmall ~~separately~~Business ~~incorporated~~Management ~~offshore~~from ~~investment vehicle (collectively with~~ the ~~segregated~~University ~~portfolios~~ of AMWyoming ~~Trading~~in ~~SPC, the "master funds")~~1986. ~~Each master fund is managed by a different trading advisor. Collectively, the trading advisors implement a wide range of trading strategies and trade entirely independently from each other.~~

~~AlphaMosaic~~To isreview ~~established as a series limited liability company under Section 18-215 of~~ the ~~Delaware~~past ~~Limited~~performance ~~Liability Company Act. As a matter~~ of ~~Delaware~~Fall ~~law only~~River, ~~the~~please ~~assets~~see ~~of a particular cell are not available to meet the liabilities of another~~page 74. However, the platform is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognize such segregation and, in such circumstances, there is a risk that the assets of a particular cell may be applied to meet liabilities in respect of another cell where the assets in such cell have been exhausted. No opinion is available, for example, under the Bankruptcy Code to the effect that the assets of one cell might not be subject to the liabilities of another cell.

~~Typically,~~Trading each applicable cell of AlphaMosaic will invest in a master fund that will generally be managed by a single, independent trading advisor which is selected by AlphaMetrix. Each trading advisor will have discretion in trading the assets allocated to its master fund, subject to AlphaMetrix's discretion, among other things, to terminate the relationship with the respective trading advisor or the imposition of certain risk limitations.Program

ToThe ~~facilitate~~general anpartner ~~investment~~intends ~~with one or more trading advisors,~~ a ~~master-feeder~~portion ~~structure~~of isAltin:Fund’s ~~used.~~assets ~~Typically,~~to ~~there~~be ismanaged aby ~~trading~~Fall ~~vehicle~~River atpursuant ~~the~~to ~~master~~Fall ~~level~~River’s ~~corresponding~~Global toStrategies ~~each~~HL ~~cell in AlphaMosaic~~Program. The ~~trading~~goal ~~component~~of isthe aGlobal ~~feeder~~Strategies ~~fund~~HL ~~that~~Program ~~feeds~~is ~~into~~to aprovide ~~corresponding~~superior ~~master~~risk-adjusted ~~fund.~~investment ~~All~~returns ~~trading~~for ~~will~~each ~~take~~respective ~~place~~time ~~at the master fund level~~frame.

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