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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, 2007
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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)
(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
3,066,831
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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
3,066,831
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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
3,066,831
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.93%
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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
3,066,831
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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
3,066,831
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,066,831
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.93%
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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
3,066,831
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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
3,066,831
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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
3,066,831
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.93%
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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. |
(a)
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Name of Issuer: | |
| 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 | ||
| Item 2 |
(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)
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o
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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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o |
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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o
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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 3,066,831 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 7.93% of the outstanding Common Units. This percentage is determined
by
dividing 3,066,831 by 38,686,994, the number of Common Units issued
and
outstanding as of September 30, 2007, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed November 8,
2007.
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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 3,066,831 Common Units.
Swank Capital, as general partner, may direct the voting or disposition
of
the 3,066,831 Common Units held by Swank Advisors. As the principal
of
Swank Capital, Mr. Swank may direct the voting or disposition of
the
3,066,831 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 beneficial 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 14, 2008, 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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