WHITE OAK FINANCIAL SERVICES, INCORPORATED
FIRST MEETING OF THE BOARD OF DIRECTORS BY WRITTEN ACTION
The first meeting of the Board of Directors of WHITE OAK
FINANCIAL SERVICES, INCORPORATED (the "Company") was held at Fremont, IN on
April 25, 2003, pursuant to the written action signed by the sole Director,
Mr. Michael P. Pacult.
SALE OF STOCK
The Company has received the sum of $1,000 in full payment of
1,000 shares of no par common stock of the Company and that 1,000 shares of
the Company's common stock, no par value, should be issued.
The following resolution was adopted:
RESOLVED: That the proper Officers of the Company are hereby
authorized and directed to duly execute and deliver unto Michael P. Pacult a
certificate in the form adopted by the Company to evidence the issuance of
1,000 shares of fully paid and non-assessable, no par, common stock of this
Company.
ELECTION OF OFFICERS
The following persons are nominated for Officers of the Company
to serve until their respective successors are chosen and qualified:
President, Chief Executive Officer ,
Vice President, Regulation and Finance,
Treasurer and Secretary Michael P. Pacult
Nominations were closed and Mr. Pacult was elected to the said
offices.
INCORPORATION EXPENSES
The following resolution was adopted:
RESOLVED: That the Treasurer be, and he hereby is authorized to
pay all fees and expenses incident to and necessary for the organization of
the Corporation.
SEAL AND RECORD BOOKS
The following resolutions were adopted:
RESOLVED: That the seal, an impression of which is affixed to
the By-laws shall be acquired by the Secretary and such duplicate seals as
deemed appropriate may be maintained by the officers of the Corporation; and
RESOLVED, FURTHER: The Secretary shall establish such minute
books and to otherwise maintain the records of the Corporation.
AUTHORITY TO DO BUSINESS
The following resolution was adopted:
RESOLVED: That for the purpose of authorizing the Corporation to
do business in any Commonwealth, State, territory or dependency of the United
States or any foreign province, state or country, in which it is necessary or
expedient for the Corporation to transact business, the proper officers of
this Corporation are hereby authorized to appoint and substitute all
necessary agents or attorneys for service of process, to designate and change
the location of all necessary certificates, reports, powers of attorney, and
other instruments as may be required by the laws of such commonwealth, state,
territory, dependence, province or country; and
RESOLVED, FURTHER: whenever it is expedient or necessary for this
Corporation to cease doing business within such commonwealth, state,
territory, dependence, province, or country such Officers are authorized to
do such acts as are necessary to withdraw therefrom, including, but not
limited to, the revocation of any appointment of agent or attorney for
service of process, and filing of certificates, reports revocation of
appointment, or surrender of authority.
BANK ACCOUNTS AND FINANCIAL RECORDS
The following resolutions were adopted:
RESOLVED: That the President or the Treasurer of this Company,
be, and they hereby are, authorized in the name of this Company and on behalf
of this Company, to (i) open and maintain bank accounts in such banking
institutions as they, shall, from time to time, deem necessary or
appropriate; and (ii) give instructions as to whom the transfer or withdrawal
of funds from any such account shall be made; and (iii) close any such
account of such time as they may determine; and
RESOLVED, FURTHER: The Treasurer is hereby authorized and
directed to establish and maintain the financial records, engage accountants
and auditors, and file the Federal and state tax returns of the Company.
GOVERNMENT PERMITS AND/OR CONSENTS
The following resolution was adopted:
RESOLVED: That the President, the Executive Vice President, or
any Vice President of the Company be and each of them hereby is, authorized
to execute and deliver, from time to time, in the name and on behalf of the
Company any and all applications, indemnities, guaranties, surety bonds, and
financial statements any such officer deems necessary or desirable to obtain
certificates, licenses, permits or other forms of consent from any government
agency to maintain and operate the Company in the normal course of the
Company's business activity.
AUTHORITY TO ACT AS GENERAL PARTNER
The following resolutions were adopted:
RESOLVED: That the Company be, and hereby is, authorized to
enter into the investment business as a General Partner for Limited
Partnerships or Manager or Consultant for other legal entities or individuals
and to hire agents, legal counsel and accountants to further their entry into
the investment business; and
RESOLVED, FURTHER: That the Company be, and hereby is,
authorized to act as General Partner for the formation of Limited
Partnerships or manager of other entities and cause Private Placement
Memorandums, Registration Statements and all other forms of qualification
documents necessary to sell interests in such Limited Partnerships or other
entities to be filed with the Federal and state authorities and all other
notices and filings and other legal documents to be prepared and filed
accordingly to law to permit the Limited Partnerships or other entities to
sell interests and engage in business as contemplated in the respective
Limited Partnership or other formation agreements; and
RESOLVED, FURTHER: That all efforts made by the promoters of the
Company to enter the investment business during the year 2003 prior to the
incorporation of the Company, specifically the retention of legal counsel and
other steps in preparation to form the Company and the Providence Select
Fund, Limited Partnership and all other activities to further the business of
the Company and said Partnership are hereby ratified and confirmed.
AUTHORITY TO CONDUCT COMMODITY BUSINESS
The following resolutions were adopted:
RESOLVED: Michael P. Pacult, President of the Company, shall have
sole authority over the commodity department of the Company. Mr. Pacult will
be solely responsible for the management and supervision of the associated
persons, the approval of customers accounts for suitability, and the
implementation of the business plan of the commodity department; and
RESOLVED, FURTHER: The Company will report to the Commodity
Futures Trading Commission (the "CFTC") or the National Futures Association
("NFA"), as required by law, within 20 days, any change in the management of
the commodity department which relates to the delegation of authority to Mr.
Pacult; and
RESOLVED, FURTHER: Mr. Pacult is authorized to file such forms
with the CFTC and the NFA to permit the Company to become registered as a
commodity pool operator and to become a member of the NFA and which are
necessary or desirable to permit the Company to be engaged in the business of
management of the commodity business as the General Partner of a commodity
pool to be called the Providence Select Fund, a Delaware Limited Partnership
and such other entities as are approved by the Company Board of Directors.
COMMODITY COMPLIANCE
The following resolutions were adopted:
RESOLVED: The Company hereby adopts the compliance procedure
documents presented to the Company today. The compliance department of the
Company shall become familiar with the procedures described and is authorized
to employ such consultants as the President deems necessary or desirable to
assist in the implementation of full and complete compliance with all actions
described; and
RESOLVED, FURTHER: The President is authorized to cause
amendments, from time to time, to the Commodity Compliance Procedures Manual
of the Corporation to reflect changes required or deemed desirable to keep
the Corporation in complete compliance with all applicable laws, regulations,
and rules related to the CFTC regulated business; and
RESOLVED, FURTHER: The officers of the Corporation are hereby
authorized to take all actions required to maintain NFA membership including,
but not limited to, compliance with all rules of the NFA which will govern
the activities of the Corporation as a commodity pool operator.
COMMODITY CLEARING AGREEMENT
The Chairman reported that the Company should enter into clearing
agreements with Citigroup Global Markets, Inc. and Lawrence Bonfitto Trading
Company to authorize those firms to serve as the Futures Commission Merchants
for the Company Providence Select Fund, L. P. Accordingly, the following
resolutions were adopted:
RESOLVED: That the officers of the Company are authorized and
directed to enter into a clearing agreements with Citigroup Global Markets,
Inc. and Lawrence Bonfitto Trading Company on behalf of the limited
partnership to be formed under the name Providence Select Fund, L. P. upon
such business terms as were discussed; and
RESOLVED, FURTHER: Mr. Pacult is authorized and directed to
deliver such financial information and take such other steps as he deems
necessary or desirable to permit the Company to function as a General Partner
of Providence Select Fund, L. P., and trade through Citigroup Global Markets,
Inc. and Lawrence Bonfitto Trading Company as contemplated by the foregoing
resolution.
APPOINTMENT OF LAW FIRM
The following resolution was adopted:
RESOLVED: That the Company employ The Scott Law Firm, P. A. to
serve as special legal counsel to the firm pursuant to the terms of the
contract reviewed by the Board today.
APPOINTMENT OF AGENTS
The following resolution was adopted:
RESOLVED: That the Company employs Joel M. Friedman, Esquire, of
the firm of Horwood Marcus & Berk Chtd., 180 North LaSalle Street, Suite
3700, Chicago, Illinois 60601 to prepare the original books of entry of the
company and file the tax returns for the Company.
RESOLVED, FURTHER: That the Company employs Frank L. Sassetti & Co. 6611 W.
North Avenue, Oak Park, IL 60302 to serve as Certified Public Accountant to
the Company to audit the books and records of the Company for the partial
year during 2003 to be determined by the President of the Company to support
the filing of a Form S-1 on behalf of Providence Select Fund, L. P. and,
thereafter to audit the books and records of the Company for the partial year
to end December 31, 2003 pursuant to the terms of the engagement letter
reviewed by the Board today.
ELECTION AS S CORPORATION
The Shareholder directed the Company be treated as a small
business and taxed as an S corporation. Accordingly, the following
resolution was adopted:
RESOLVED: That this Company elect to be treated as a "Small
Business Corporation" under Sections 1244 and 1372(a) of the Internal Revenue
Code and the Officers be, and they hereby are, authorized and directed to
execute such election on Form 2553 and deliver the same to the Internal
Revenue Service.
LOAN FROM SHAREHOLDER
The Company requires Capital to commence operations as a General
Partner.
Whereupon, a form promissory note was presented to the meeting by the
Chairman and the
following resolution was adopted:
RESOLVED: That the Company may borrow up to $500,000 from the
shareholder or any Affiliate of the shareholder to be repaid, on demand, with
interest at eight percent (8%) or less and on such other terms as are
evidenced by a promissory note signed by the President of the Company..
There being no further business to come before the meeting, the
actions taken were evidenced by this written action on the date written
above.
_________________________________
Michael P. Pacult
Secretary