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OMB
APPROVAL
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OMB
Number: 3235-0145
Expires: February
28, 2009
Estimated
average burden hours
hours
per
response 10.4
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Atlas
Pipeline Partners, L.P.
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(Name
of Issuer)
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Common
Units Representing Limited Partnership Interests
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(Title
of Class of Securities)
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049392103
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(CUSIP
Number)
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December
31, 2008
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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x
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No. 049392103
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13G
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Page 2 of
8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
SWANK
CAPITAL, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(b) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
2,370,800
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
2,370,800
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,370,800
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o | ||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.16%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP
No. 049392103
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13G
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Page 3 of
8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
SWANK
ENERGY INCOME ADVISORS, LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
TEXAS
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,370,800
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
2,370,800
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,370,800
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o | ||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.16%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP
No. 049392103
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13G
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Page 4 of
8 Pages
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1.
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NAMES
OF REPORTING PERSONS.
JERRY
V. SWANK
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
CITIZEN
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
2,370,800
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
2,370,800
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,370,800
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o | ||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.16%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No. 049392103
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13G
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Page 5 of
8 Pages
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Item
1.
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(a)
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Name
of Issuer
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Atlas
Pipeline Partners, L.P. (the "Issuer")
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(b)
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Address
of Issuer's Principal Executive Offices:
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Westpointe
Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, PA
15108
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Item
2
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(a)
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Name
of Person Filing:
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Swank
Capital, LLC ("Swank Capital"), Swank Energy Income Advisors, LP ("Swank
Advisors") and Mr. Jerry V. Swank.
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(b) |
Address
of Principal Business Office or, if none, Residence:
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3300
Oak Lawn Avenue, Suite 650, Dallas, TX 75219
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(c)
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Citizenship:
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Swank
Capital is a limited liability company organized under the laws of the
State of Texas. Swank Advisors is a limited partnership
organized under the laws of the State of Texas. Mr. Swank is
the principal of Swank Capital and Swank Advisors and is a U.S.
citizen.
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(d)
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Title
of Class of Securities:
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Common
Units Representing Limited Partnership Interests (the "Common
Units")
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(e)
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CUSIP
Number:
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049392103
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b),
or 240.13d-2(b) or (c),
check
whether the person filing is a:
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(a)
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o |
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(b)
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
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(c)
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15
U.S.C. 80a-8)
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(e)
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12
U.S.C. 1813);
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(i)
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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CUSIP
No. 049392103
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13G
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Page 6 of
8 Pages
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Item
4.
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Ownership.
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Provide the following information
regarding the aggregate number and percentage of the class of securities
of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned:
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Swank
Capital, Swank Advisors and Mr. Swank may be deemed the beneficial owners
of 2,370,800 Common Units.
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(b)
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Percent of Class:
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Swank
Capital, Swank Advisors and Mr. Swank may be deemed the beneficial owners
of 5.16% of the outstanding Common Units. This percentage is
determined by dividing 2,370,800 by 45,942,808 the number of Common Units
issued and outstanding as of November 3, 2008, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed November 6,
2008.
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or
to direct the vote:
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(ii) Shared power to vote
or to direct the vote:
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(iii) Sole power to dispose
or to direct the disposition of:
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(iv) Shared power to
dispose or to direct the disposition of:
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Swank
Advisors has voting and dispositive powers for 2,370,800 Common
Units. Swank Capital, as general partner, may direct the voting
or disposition of the 2,370,800 Common Units held by Swank
Advisors. As the principal of Swank Capital, Mr. Swank may
direct the voting or disposition of the 2,370,800 Common Units held by
Swank Capital and Swank Advisors.
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Item
5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has
ceased to be the financial owner of more than five percent of the class of
securities, check the following o.
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Item
6.
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Ownership of More Than Five Percent on Behalf of Another
Person.
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N/A
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CUSIP
No. 049392103
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13G
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Page 7 of
8 Pages
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
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N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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Exhibits
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Exhibit
1
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Joint
Filing Agreement, dated February 13, 2009, among Swank Capital, Swank
Advisors and Mr. Swank.
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CUSIP
No. 049392103
|
13G
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Page 8 of
8 Pages
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SWANK
CAPITAL, LLC
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| /s/ Jerry V. Swank | |
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By: Jerry
V. Swank
Managing
Member
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SWANK
ENERGY INCOME ADVISORS, LP
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By:
Swank Capital, LLC, its general partner
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| /s/ Jerry V. Swank | |
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By: Jerry
V. Swank
Managing
Member
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| /s/ Jerry V. Swank | |
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Jerry
V. Swank
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