FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the year ended 12-31-2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 333-119635
PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 20-0069251
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 331-1532
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (S 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.: None.
There is no market for the Units of partnership interests and none is
expected to develop. The Registrant is a commodity pool. The Units are
registered to permit the initial sale of Units at month end net asset value.
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Documents Incorporated by Reference
Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission for the year ended December 31, 2005 at
Registration No. 333-119635.
Registration Statement on Form S-1 and all amendments thereto filed with the
United States Securities and Exchange Commission at Registration No. 333-
119635 are incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On September 12, 2005, the registration statement filed by Providence Select
Fund, Limited Partnership, (the "Fund") with the Securities and Exchange
Commission (the "SEC"), which incorporated the disclosure document filed with
the Commodity Futures Trading Commission (the "CFTC"), was declared
effective. The Fund sells the Units of partnership interests at the initial
price of $1,000 per Unit and, after the commencement of business, at the net
asset value per Unit as of the then current month end, until the face amount
of $50,000,000 that it has registered has been sold. As of December 31,
2006, the Fund had not sold the minimum of $1,030,000 required as a condition
precedent to the commencement of business; however, it subsequently sold the
minimum as of March 2, 2007. See Subsequent Events in this section, below.
Pursuant to the terms of the Limited Partnership Agreement, the Fund is
engaged in the business of speculative and high risk trade of commodity
futures and options selected by of one or more commodity trading advisors
("CTA"). The General Partner, in its sole discretion it selects the CTA and
the amount of equity assigned to the CTAs, from time to time.
The Fund filed a post effective amendment to its registration statement on
July 28, 2006, which became effective August 14, 2006, to update its
financials and other information. The Fund filed post effective amendments
to its registration statement on November 22, 2006 and December 5, 2006,
which became effective January 3, 2007 to provide disclosure of: (1) a change
in the management fee to NuWave from 2% annually to a percentage based on the
rate of trading assigned by NuWave and approved by the General Partner of up
to 2.5% annually, (2) the assumption of the obligation to pay foreign
brokerage commissions by White Oak, the corporate general partner; (3) the
change of location of the Registrant's books and records from the offices of
Michael Liccar & Co to c/o Investor Services, 500 Park Avenue #114, Lake
Villa, IL 60046, (4) the change of bookkeeping from Michael Liccar & Co,
certified public accountants, 200 West Adams Street, Suite 2211, Chicago, IL
60606-5208 to Shoup Accounting Services, certified public accountants, 306 S.
West Street, Angola, IN 46703, and (5) the change of auditor of the
Registrant from Frank L. Sassetti & Co. 6611 W. North Avenue, Oak Park,
Illinois 60302-1043, to the CPA firm of Jordan, Patke & Associates, Ltd., 300
Village Green Drive Ste 210, Lincolnshire, IL 60069. The change in auditor
was also disclosed in a report on Form 8-K filed October 26, 2006, as amended
November 2, 2006, which is incorporated herein by reference. There were no
adverse events that motivated the change in bookkeepers or auditors.
The trades for the Fund are selected and placed with the futures commission
merchant ("FCM"), i.e., clearing broker, for the account of the Fund by the
currently selected sole commodity trading advisor ("CTA"), NuWave Investment
Corp., 1099 Mt Kemble Ave, Morristown NJ 07960. The books and records of the
trades placed by the CTA in the Fund's trading account are kept and available
for inspection by the Limited Partners at the office of Investor Services,
500 Park Avenue #114, Lake Villa, IL 60046. NuWave is paid a management fee
of up to 2.5% of the equity assigned to it to trade plus an incentive fee of
twenty percent (20%) of New Net Profit earned from the trades on the equity,
payable quarterly. The Fund Limited Partnership Agreement is included as
Exhibit A to the Prospectus delivered to the prospective investors and filed
as part of the Registration Statement. The Limited Partnership Agreement
defines the terms of operation of the Fund and is incorporated herein by
reference.
None of the purchasers of Limited Partnership Units has a voice in the
management of the Fund. Reports of the Net Asset Value of the Fund are sent
to all Partners at the end of each month.
White Oak Financial Services, Inc., the corporate General Partner and
commodity pool operator, provides all clearing costs, including pit brokerage
fees, which include floor brokerage, NFA and exchange fees for trades for a
one half percent (1/2%) of the total value of the funds available for trading
in the Fund's accounts at the FCM per month [six percent (6%) per year].
White Oak also receives an incentive fee of up to three percent (3%) of New
Net Profit as that term is defined in the prospectus on equity assigned to
the CTA. The independent FCM is selected by
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the General Partner to hold the
Fund's trading equity and place the trades as directed by the CTA pursuant to
a power of attorney and advisory agreement granted by the Fund. The CTA
agreements are terminable at the will of the parties. The Selling Agents
receive a three percent (3%) continuing service fee of the initial investment
the first year. Each month thereafter, for so long as the investment remains
in the Fund, the Fund pays this fee at one quarter percent (1/4%) based on
the net asset value of the investment.
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act. Once the Units are issued, the operation of the Fund is
subject to regulation pursuant to the Securities and Exchange Act of 1934 and
the Commodity Exchange Act. The U.S. Securities and Exchange Commission and
the Securities Commissions and securities acts of the several States where
its Units are offered and sold have jurisdiction over the operation of the
Fund. The National Futures Association has jurisdiction over the operation
of the General Partner and the Commodity Trading Advisors. This regulatory
structure is not intended, nor does it, protect investors from the risks
inherent in the trading of futures and options.
Subsequent Events - The Fund commenced business on March 2, 2007 after
admission of 46 Limited Partners, with total subscriptions of $1,049,000. It
will continue to offer its Units for sale to the public via its fully amended
and restated prospectus dated January 3, 2007 (the "Prospectus"), as it may
be amended in the future, until it has sold the total of $50,000,000 in
registered securities or the offering terminates as permitted or required by
the terms of the Limited Partnership Agreement.
Item 1A. Risk Factors
The trading of futures, options on futures and other commodities related
investments is highly speculative and risky. You should make an investment
in the Fund 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. Moreover, to
evaluate the risks of this investment properly, you must familiarize yourself
with the relevant terms and concepts relating to commodities trading and the
regulation of commodities trading, which are discussed in the Risk Factors
section of the Prospectus, which is incorporated herein by reference.
You should carefully consider all the information we have included or
incorporated by reference in this Form 10-K and our subsequent periodic
filings with the SEC. In particular, you should carefully consider the risk
factors described above and read the risks and uncertainties as set forth in
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" Section of this Form 10-K. Any of the heretofore mentioned
risks and uncertainties could materially adversely affect the 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.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Registrant maintains up to 3% of its assets at a commercial bank and the
balance is on deposit and available as margin to secure trading in futures
and other commodities related products in a Fund account at Man Financial
Inc., the FCM selected by the General Partner. Any FCM selected by the
General Partner must be registered with the National Futures Association
pursuant to the Federal Commodity Exchange Act as a commodity FCM. The
trading of futures, options on futures and other commodities is highly
speculative and the Fund has an unlimited risk of loss, including the pledge
of all of its assets to the FCM to secure the losses on the trades made on
its behalf by the CTA in the commodity markets.
Item 3. Legal Proceedings
There have been no legal proceedings against the Registrant, its General
Partner, the Principal Selling Agent, the FCM, the CTA or any of their
Affiliates, directors or officers, except against Man as described below.
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At any given time, Man is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of the date
of filing of this 10-K, expected to have a material effect upon its
condition, financial or otherwise, or to the services it will render to the
Fund. There have been no material, administrative, civil or criminal
proceedings pending, on appeal or concluded against Man or its principals
within the five years preceding the date of this 10-K, except that Man has
recently been sued by the Receiver for Philadelphia Alternate Asset Fund
("PAAF") and associated entities for common law negligence, common law fraud,
violations of the Commodity Exchange Act and RICO violations (the
"Litigation"). The Receiver's claims for damages are not quantified in the
Complaint, but are believed to be substantial. Man has informed the Fund
that in acting as clearing broker for PAAF it was not responsible for its
losses and, among other things, has brought in a number of third party
defendants. Accordingly, it will deny the material allegations of the
Complaint, and will otherwise vigorously defend the Litigation. Further, the
outcome of the Litigation should not materially affect Man or its ability to
perform as a FCM for the accounts of the Fund. The Commodity Futures Trading
Commission ("CFTC") is also investigating the events involving PAAF's losses
and Man's relationship to PAAF. To date, the CFTC has not brought any action
against Man.
On February 20, 2007, Man settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in
which Man was alleged to have failed to supervise one of its former
associated persons (AP) who was charged with fraudulently soliciting
customers to open accounts at Man. The CFTC alleged that the former AP
misrepresented the profitability of a web-based trading system and of a
purported trading system to be traded by a commodity trading advisor.
Without admitting or denying the allegation, Man agreed to pay restitution to
customers amounting to $196,900.44 and a civil monetary penalty of $120,000.
Man also agreed to a cease and desist order and to strengthen its supervisory
system for overseeing sales solicitations by employees in connection with
accounts to be traded under letters of direction in favor of third party
system providers.
The Registrant is not aware of any threatened or potential claims or legal
proceedings to which the Registrant is a party or to which any of its assets
are subject.
Item 4. Submission of Matters to a Vote of Security Holders
The General Partner makes all day to day decisions regarding the operation of
the Fund. The Limited Partners have not exercised any right to vote their
Units and there have been no matters which would cause the Fund to conduct a
vote of the Limited Partners. The Limited Partners, (sic the Security
Holders), have no right to participate in the management of the Fund. All of
their voting rights, as defined in the Limited Partnership Agreement, are
limited to the selection of the General Partner, amendments to the Limited
Partnership Agreement, and other similar decisions.
PART II
Item 5. Market for Registrant's Limited Partnership Units, Related
Stockholder Matters and Issuer Purchases of Equity Securities
The Fund desires to be taxed as a partnership and not as a corporation. In
furtherance of this objective, the Limited Partnership Agreement, subject to
certain exceptions upon the death of a Limited Partner, requires a Limited
Partner to obtain the approval of the General Partner prior to the transfer
of any Units. Accordingly, there is no trading market for the Fund Units and
none is likely to develop. The Limited Partners must rely upon the right of
Redemption provided in the Limited Partnership Agreement to liquidate their
interest.
The Fund has fewer than 300 holders of its securities. Limited Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market will
develop and the right of redemption will be the sole expected method of
withdrawal of equity from the Fund. The General Partner has sole discretion
in determining what distributions, if any, the Fund will make to the Limited
Partners. The Fund has not made any distributions as of the date hereof.
The Fund has no securities authorized for issuance under equity compensation
plans. See the Limited Partnership Agreement attached as Exhibit A to the
Registration Statement, incorporated herein by reference, for a complete
explanation of the right of redemption provided to Limited Partners.
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Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Limited Partners must rely upon their right of
redemption to obtain their return of equity after consideration of profits,
if any, and losses from the Fund. See the Registration Statement,
incorporated herein by reference, for a complete explanation of the
allocation of profits and losses to a Limited Partner's capital account.
As of December 31, 2006, the Registrant had not yet commenced operations and
was considered a development stage enterprise. Accordingly, there is no
presentation of summary financial information in this section.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Critical Accounting Policies and Estimates
The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change
in unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).
Capital Resources
The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no
capital assets which are not operating capital or assets.
Liquidity
Most United States commodity exchanges limit fluctuations in commodity
futures contracts prices during a single day by regulations referred to as
"daily price fluctuation limits" or "daily limits". During a single trading
day, no trades may be executed at prices beyond the daily limit. Once the
price of a futures contract has reached the daily limit for that day,
positions in that contract can neither be taken nor liquidated. Commodity
futures prices have occasionally moved to the daily limit for several
consecutive days with little or no trading. Similar occurrences could prevent
the Fund from promptly liquidating unfavorable positions and subject the Fund
to substantial losses which could exceed the margin initially committed to
such trades. In addition, even if commodity futures prices have not moved the
daily limit, the Fund may not be able to execute futures trades at favorable
prices, if little trading in such contracts is taking place. Other than these
limitations on liquidity, which are inherent in the Fund's commodity futures
trading operations, the Fund's assets are expected to be highly liquid.
The entire offering proceeds will be credited to the Fund's bank and
brokerage accounts to engage in trading activities and as reserves for that
trading. The Fund meets its margin requirements by depositing U.S. government
securities or cash or both with the futures broker and the over-the-counter
counterparties. In this way, substantially all (i.e., 97% or more) of the
Fund's assets, whether used as margin for trading purposes or as reserves for
such trading, can be invested in U.S. government securities and time deposits
with U.S. banks. Investors should note that maintenance of the Fund's assets
in U.S. government securities and banks does not reduce the risk of loss from
trading futures, forward and swap contracts. The Fund receives all interest
earned on its assets. No other person shall receive any interest or other
economic benefits from the deposit of Fund assets.
Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker,
although the amount committed may vary significantly. Such assets are
maintained in the form of cash or U.S. Treasury bills in segregated accounts
with the futures broker pursuant to the Commodity Exchange Act and
regulations thereunder. When combined with the previously described assets
committed to margin, a total of up to approximately 40% of the Fund's assets
may be deposited with over-the-counter counterparties in order to initiate
and maintain forward and swap contracts. Such assets are not held in
segregation or otherwise regulated under the Commodity Exchange Act, unless
such over-the-counter counterparty is registered as a futures commission
merchant. These assets are held either in U.S. government securities or
short-term time deposits with U.S.-regulated bank affiliates of the over-the-
counter counterparties. The remaining 60% to 90% of the Fund's assets are
normally invested in cash equivalents, such as U.S. Treasury bills, and held
by the futures broker or the over-the-counter counterparties.
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The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.
Results of Operations
The initial start-up costs attendant to the sale of Units by use of a
Prospectus which has been filed with the Securities and Exchange Commission
are substantial. As of December 31, 2006, the Fund had not yet commenced
operations and, therefore, has no results of operations to disclose in this
10-K.
The Limited Partnership Agreement grants solely to the General Partner the
right to select the CTA and to otherwise manage the operation of the Fund.
See the Registration Statement, incorporated by reference herein, for an
explanation of the operation of the Fund.
Off-Balance Sheet Risk
The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in
future obligation or loss. The Fund trades in futures, forward and swap
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and
the Limited Partners would realize a 100% loss. The Fund, the General Partner
and the CTAs minimize market risk through real-time monitoring of open
positions, diversification of the portfolio and maintenance of a margin-to-
equity ratio that rarely exceeds 40%.
In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any
financial burden resulting from the non-performance by one of their members
and, as such, should significantly reduce this credit risk. In cases where
the clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.
In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial
institutions; thus there may be a greater counterparty credit risk. The CTAs
trade for the Fund only with those counterparties which they believe to be
creditworthy. All positions of the Fund are valued each day on a mark-to-
market basis. There can be no assurance that any clearing member,
clearinghouse or other counterparty will be able to meet its obligations to
the Fund.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund
securities is expected to develop. The Fund is engaged in the speculative
trading of futures and options on futures. The risks are fully explained in
the Fund prospectus delivered to each prospective Limited Partner prior to
their investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2006, were audited by
Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210,
Lincolnshire, IL 60069 and are provided in this Form 10-K beginning on page
F-1. The supplementary financial information specified by Item 302 of
Regulation S-K is not required because the Registrant had not yet commenced
operations as of December 31, 2006.
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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund
as of the end of the period covered by this annual report. Based on their
evaluation, Mr. Pacult has concluded that these disclosure controls and
procedures are effective. There were no changes in the General Partner's
internal control over financial reporting applicable to the Fund identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have
materially affected, or is reasonably likely to materially affect, internal
control over financial reporting applicable to the Fund.
The Fund securities are not publicly traded so that there can be no insider
trading or leaks of confidential information to the public. All Fund money
is on deposit either with a bank or a futures commission merchant. There is
an audit trail produced by both. A certified public accountant prepares the
monthly financial statements. The Fund units are sold during the month at a
net asset value to be determined as of the close of business on the last day
of trading each month. No information related to the value of the units
during the month is available to the Fund sales force or the prospects. All
quarterly financial statements are reviewed by an independent certified
public accountant who audits the Fund financial statements at the end of each
calendar year. The Fund maintains its subscription agreements and other
records for six years.
Item 9B. Other Information.
None
Part III
Item 10. Directors and Executive Officers of the Registrant
The Fund is a Delaware Limited Partnership which acts through its corporate
General Partner. Accordingly, the Registrant has no Directors or Executive
Officers.
The General Partners of the Registrant during the year 2006 were White Oak
Financial Services, Incorporated, a Delaware corporation, and Michael P.
Pacult. The General Partners are both registered with the National Futures
Association as commodity pool operators pursuant to the Commodity Exchange
Act, and Mr. Michael Pacult, age 62, is the sole shareholder, director,
registered principal and executive officer of the corporate General Partner.
The background and qualifications of Mr. Pacult are disclosed in the
Registration Statement, incorporated herein by reference. Mr. Pacult is also
a registered representative with Futures Investment Company, the affiliated
broker dealer which conducts the "best efforts" offering of the Units.
There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.
Audit Committee Financial Expert
Mr. Pacult, in his capacity as the sole principal for the General Partner of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission. He is not independent of management.
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Code of Ethics
The Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal. Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, those functions are exclusively the
responsibility of the Fund and its General Partner.
Item 11. Executive Compensation.
Although there are no executives in the Fund, the corporate General Partner
and certain persons Affiliated with the General Partners are paid
compensation that the Fund has elected to disclose on this Form 10-K. As
described previously, upon opening of the Fund, the General Partner will be
paid fixed brokerage commissions of six percent (6%) per year, payable
monthly, to cover the cost of the trades entered by the CTA. The corporate
General Partner retains the difference, if any, between the cost to enter the
trades and the six percent (6%). It is also paid an incentive fee of up to
three percent (3%) on New Net Profits.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Limited Partners owned more than five percent (5%) of the
total equity of the Fund on December 31, 2006:
Name Percent Ownership
Michael Pacult 50.0%
Michael Pacult invested personally as a limited partner to comply with the
legal requirement that a Limited Partnership must be formed by two or more
people. Mr. Pacult transferred his Limited Partner interest to the
corporate general partner on March 2, 2007.
(b) As of December 31, 2006, the corporate General Partner owned 1.00 Unit
of Limited Partnership Interest, which constituted the other 50.0% ownership.
(c) The Limited Partnership Agreement governs the terms upon which control
of the Fund may change. No change in ownership of the Units will, alone,
determine the location of control. The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner. Control of the
management of the Partnership may never vest in one or more Limited Partners.
A change in individual General Partner and control of the corporate General
Partner are described in Item 1 of this Form 10-K.
Item 13. Certain Relationships and Related Transactions.
See Item 11, Executive Compensation and Item 12, Security Ownership of
Certain Beneficial Owners and Management. The General Partner has sole
discretion over the selection of trading advisors. White Oak Financial
Services, Inc., the corporate General Partner, is paid a fixed commission for
trades and, therefore, the General Partner has a potential conflict in the
selection of a CTA that makes few trades rather than produces profits for the
Fund. This conflict and others are fully disclosed in the Registration
Statement, which is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
Only fees to the Principal Accountant, or Auditor, and not fees for other
accounting, are required to be disclosed in this section.
(1) Audit Fees
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The fees and costs paid to Frank L. Sassetti & Co. for the audit of the
Fund's annual financial statements, for review of financial statements
included in the Fund's Forms 10-Q and other services normally provided in
connection with regulatory filing or engagements (i.e., consents related to
SEC registration statements) for the years ended December 31, 2006 and 2005
were $9,845 and $6,547, respectively. Similar fees paid to Jordan, Patke and
Associates, Ltd. for the same time periods were $1,490, and $0, respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance
services for the years ended December 31, 2006 and 2005 were $0 and $350,
respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for
the same time periods were $0, and $0, respectively.
(4) All Other Fees
None
(5) The Board of Directors of White Oak Financial Services, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.
(6) Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees. However, all work
performed was supervised by a full-time permanent employee.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. All Financial Statements
See Index to Financial Statements for the years ended December 31, 2006 and
2005.
The Financial Statements begin on page F-1 of this report.
2. Financial Statement Schedules required to be filed by Item 8 on this
form, and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (S 229.601
of this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file No. 333-119635 previously filed with the
Securities and Exchange Commission.
(b) Exhibits required by Item 601 of Regulation S-K (S 229.601 of this
chapter).
See response to 15(a)(3), above.
9
<page>
(c) Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including
(1) separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of
affiliates whose securities are pledged as collateral; and (3) schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2006, to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: Providence Select Fund, Limited Partnership
By White Oak Financial Services, Inc.
Its General Partner
Date: March 30, 2007 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
10
<page>
****************************************************************************
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Statements of Assets and Liabilities F-3
Statements of Operations F-4
Statements of Changes in Net Assets F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-12
Affirmation of Commodity Pool Operator F-13
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Providence Select Fund, Limited Partnership
Dover, Delaware
We have audited the accompanying statements of assets and liabilities of
Providence Select Fund, Limited Partnership (a development stage enterprise)
as of December 31, 2006, and the related statements of operations, changes in
net assets and cash flows for the year then ended. These financial
statements are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements based
on our audit. The financial statements of Providence Select Fund, Limited
Partnership as of December 31, 2005, and the cumulative period from May 16,
2003 (date of inception) through December 31, 2005 were audited by other
auditors whose report dated March 22, 2006, expressed an unqualified opinion
on those statements.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. Providence Select
Fund, Limited Partnership is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Providence Select Fund, Limited Partnership internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Providence Select Fund,
Limited Partnership as of December 31, 2006, and the results of its
operations, its changes in net assets and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the
United States of America.
We also have audited the adjustments described in Note 9 that were applied to
restate the 2005 financial statements to correct an error. In our opinion,
such adjustments are appropriate and have been properly applied. We were not
engaged to audit, review or apply any procedures to the 2005 financial
statements of Providence Select Fund, Limited Partnership other than with
respect to the adjustments and, accordingly, we do not express an opinion or
any other form of assurance on the 2005 financial statements taken as a
whole.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
March 27, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
Statements of Assets and Liabilities
<table>
<s> <c> <c>
December 31,
2006 2005
Assets
Cash $304 $381
Reimbursable syndication costs 261,561 125,426
Prepaid operating costs and other 3,956 562
Total assets 265,821 126,369
Liabilities
Accrued expenses 7,076 -
Advances due to related parties 256,745 124,369
Total Liabilities 263,821 124,369
Net assets $2,000 $2,000
Analysis of Net Assets
Limited partners $1,000 $1,000
General partner 1,000 1,000
Net assets (equivalent to $1,000.00 and
$1,000.00 per unit) $2,000 $2,000
Partnership units outstanding
Limited partners units outstanding 1.00 1.00
General partner units outstanding 1.00 1.00
Total partnership units outstanding 2.00 2.00
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
Statements of Operations
For the Years Ended December 31, 2006 and 2005 and the Cumulative Period from
May 16, 2006 (Date of Inception) to December 31, 2006
<table>
<s> <c> <c> <c>
Period From
May 16, 2003
(Inception) to
Year ended December 31, December 31,
2006 2005 2006
Investment income
Total investment income $- $- $-
Expenses
Total expenses - - -
Net investment loss - - -
Realized and unrealized gain (loss) from
investments and foreign currency
Net gain on investments and foreign currency - - -
Net increase in net assets resulting from
operations $- $- $-
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
Statement of Changes in Net Assets
For the Years Ended December 31, 2006 and 2005 and the Cumulative Period from
May 16, 2006 (Date of Inception) to December 31, 2006
<table>
<s> <c> <c> <c>
Period From
May 16, 2003
(Inception) to
Year ended December 31, December 31,
2006 2005 2006
Increase (decrease) in net assets from operations
Net investment loss $- $- $-
Net realized gains from investments and foreign currency
transactions - - -
Net increase in unrealized appreciation from investments and
translation of assets and liabilities in foreign currencies - - -
Net increase in net assets resulting from operations - - -
Capital share subscriptions - - 2,000
Capital share redemptions - - -
Total increase in net assets - - 2,000
Net assets at the beginning of the year 2,000 2,000 -
Net assets at the end of the year $2,000 $2,000 $2,000
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
Statements of Cash Flows
For the Years Ended December 31, 2006 and 2005 and the Cumulative Period from
May 16, 2006 (Date of Inception) to December 31, 2006
<table>
<s> <c> <c> <c>
Period From
May 16, 2003
(Inception) to
Year ended December 31, December 31,
2006 2005 2006
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $- $- $-
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Changes in operating assets and liabilities:
(Increase) in reimbursable syndication costs (114,760) (20,707) (115,817)
(Increase) in prepaid operating costs (3,394) (434) (3,956)
Increase in accrued expenses 7,076 7,076
Net cash (used in) operating activities (111,078) (21,141) (112,697)
Cash Flows from Financing Activities
Increase in advances from related parties 111,001 19,650 111,001
Initial partner contribution - - 2,000
Net cash provided by financing activities 111,001 19,650 113,001
Net increase (decrease) in cash and cash equivalents (77) (1,491) 304
Cash at the beginning of the period 381 1,872 -
Cash at the end of the period $304 $381 $304
Non-Cash Financing Activities
Reimbursable syndication costs paid by and owed to related
parties $21,375 $24,253 $126,094
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
For the Years Ended December 31, 2006 and 2005
1. Nature of the Business
Providence Select Fund, Limited Partnership (the Fund) was formed on May
16, 2003 under the laws of the State of Delaware. The Fund expects to engage
in high risk, speculative and hedge trading of futures and forward contracts,
options on futures and forward contracts, and other instruments selected by
registered commodity trading advisors (CTA's). However, the Fund will not
commence business until at least $1,030,000 worth of partnership interests
are sold. The maximum offering is $50,000,000. White Oak Financial Services,
Inc. (White Oak) and Michael Pacult are the General Partners and commodity
pool operators (CPO's) of the Fund. The initial CTA is expected to be NuWave
Investment Corp., which will have the authority to trade as much of the
Fund's equity as is allocated to it by the General Partner. The selling agent
is Futures Investment Company (FIC), which is controlled by Michael Pacult
and his wife.
The Partnership is in the development stage and its efforts through
December 31, 2006 have been principally devoted to organizational activities.
2. Significant Accounting Polices
Regulation - The Fund is a registrant (effective September 12, 2005) with
the Securities and Exchange Commission (SEC) pursuant to the Securities Act
of 1933 (the Act). The Fund is subject to the regulations of the SEC and the
reporting requirements of the Securities and Exchange Act of 1934. The Fund
will also be subject to the regulations of the Commodities Futures Trading
Commission (CFTC), an agency of the U.S. government which regulates most
aspects of the commodity futures industry, the rules of the National Futures
Association and the requirements of various commodity exchanges where the
Fund executes transactions. Additionally, the Fund will be subject to the
requirements of futures commission merchants and interbank market makers
through which the Fund trades.
Offering Expenses and Organizational Costs - White Oak has incurred
$261,561 and $125,426 in offering costs through December 31, 2006 and 2005
respectively. The Fund has agreed to reimburse White Oak and other
affiliated companies for all offering expenses incurred up to the
commencement of business after the twelfth month following the commencement
of business. The commencement of business is contingent upon the sale of at
least $1,030,000 of partnership interests. All costs after the commencement
of business will be paid directly by the Fund. The organization costs for the
Fund will be expensed as incurred by the general partner, White Oak, and are
expected to be immaterial.
Registration Costs - Costs incurred for the initial filings with Securities
and Exchange Commission, National Association of Securities Dealers, Inc.
and the states where the offering is expected to be made are accumulated,
deferred and charged against the gross proceeds of offering as part of the
offering expenses to be reimbursed to the General Partner after the twelfth
month of operation following commencement of business. Registration costs
incurred after the commencement of business, if any, will be charged to
expense as incurred.
F-7
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
For the Years Ended December 31, 2006 and 2005
2. Significant Accounting Polices, Continued
Revenue Recognition - Forward contracts, futures and other investments are
recorded on the trade date and will be reflected in the statement of
operations at the difference between the original contract amount and the
market value on the last business day of the reporting period.
Market value of forward contracts, futures and other investments is based
upon exchange or other applicable closing quotations related to the specific
positions.
Interest income is recognized when it is earned.
Use of Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Income Taxes - The Fund is not required to provide a provision for income
taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund will consider only money market funds to be cash equivalents. Net cash
provided by operating activities includes no cash payments for interest or
income taxes for the years ending December 31, 2006 and 2005. There were no
cash equivalents as of December 31, 2006 and 2005.
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.
3. General Partner Duties
The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, including suspending all
trading, includes executing and filing all necessary legal documents,
statements and certificates of the Fund, retaining independent public
accountants to audit the Fund, employing attorneys to represent the Fund,
reviewing the brokerage commission rates to determine reasonableness,
maintaining the tax status of the Fund as a limited partnership, maintaining
a current list of the names, addresses and numbers of units owned by each
Limited Partner and taking such other actions as deemed necessary or
desirable to manage the business of the Partnership.
The Corporate General Partner has contributed $1,000 in cash for deposit to
the capital of the Fund for a non-trading General Partnership interest in the
Partnership.
F-8
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
For the Years Ended December 31, 2006 and 2005
3. General Partner Duties, Continued
If the net unit value of the partnership falls to less than 50% of the
greater of the original $1,000 selling price, less commissions and other
charges or such higher value earned through trading, then the General Partner
will immediately suspend all trading, provide all limited partners with
notice of the reduction in net unit value and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading shall commence until after the lapse of such fifteen
day period.
4. The Limited Partnership Agreement
The Limited Partnership Agreement provides, among other things, that-
Capital Account - A capital account shall be established for each partner.
The initial balance of each partner's capital account shall be the amount of
the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely at
the discretion of the General Partner.
Federal Income Tax Allocations - As of the end of each fiscal year, the
Partnership's realized capital gain or loss and ordinary income or loss shall
be allocated among the Partners, after having given effect to the fees and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted
or rejected by the general partner within five business days. The investor
also has five business days to withdraw his subscription. Funds are deposited
into an interest bearing subscription account and will be transferred to the
Fund's account after the minimum to commence business has been raised and,
thereafter, on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds will accrue to the
account of the investor.
Redemptions - A limited partner may request any or all of his investment be
redeemed at the net asset value as of the end of a month. Unless this
requirement is waived, the written request must be received by the general
partner no less than ten days prior to a month end. Redemptions will
generally be paid within twenty days of the effective month end. However, in
various circumstances due to liquidity, etc. the general partner may be
unable to comply with the request on a timely basis. There will be a
redemption fee commencing from the date of purchase of units of 3% during the
first four months, 2% during the second four months, 1% during the third four
months and no redemption fee after the twelfth month.
F-9
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
For the Years Ended December 31, 2006 and 2005
5. Fees
The Fund will be charged the following fees on a monthly basis as of the
commencement of trading.
A monthly management fee will be paid to the CTA based on the rate of
trading assigned by the CTA and approved by the General Partner of up to 2.5%
(annual rate) of the Fund's net assets allocated to the CTA to trade will be
paid to the CTA.
The Fund will pay the Corporate General Partner a fixed brokerage
commission of 6%, from which the Corporate General Partner will pay the round
turn commissions to the futures commission merchant.
A quarterly incentive fee of 20% of "new trading profits" will be paid to
each CTA and up to a 3% quarterly incentive fee will be paid to the Corporate
General Partner. "New trading profits" includes all income earned by a CTA
and expense allocated to his activity. In the event that trading produces a
loss for a CTA, no incentive fees will be paid and all losses will be carried
over to the following months until profits from trading exceed the loss. It
is possible for one CTA to be paid an incentive fee during a quarter or a
year when the Fund experienced a loss.
After the Fund commences trading, the Fund will pay the selling agents a 3%
continuing service fee based on the initial investment the first year. Each
year thereafter, for so long as the investment remains in the Fund, the Fund
will pay this fee at 1/4% monthly based on the net asset value of the
investment.
The General Partner has reserved the right to change the management fee and
the incentive fee at its sole discretion. The total incentive fees may be
increased to 27% if the management fee is eliminated. The Fund may also
increase the management fees paid to the CTA's and general partner to 6% of
total net assets if the total incentive fees are decreased to 15%.
6. Related Party Transactions
Michael Pacult, the sole shareholder of White Oak has made an initial
limited partner capital contribution in the Fund of $1,000. He is also the
sole shareholder of Ashley Capital Management, Inc. (the general partner of
another commodity fund), which along with the shareholder, has temporarily
funded the syndication costs incurred by the Fund to date. In Accordance with
Financial Accounting Standards Board Interpretation No. 46(R), Consolidation
of Variable Interest Entities, a variable interest entity relationship exists
between White Oak and the Fund.
Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA
and others when they act, in good faith, in the best interests of the Fund.
The Fund is unable to develop an estimate for future payments resulting from
hypothetical claims, but expects the risk of having to make any payments
under these indemnifications to be remote.
F-10
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
For the Years Ended December 31, 2006 and 2005
6. Related Party Transactions, Continued
The Fund has received advances from four related parties: White Oak
Financial Services, Inc., general partner of Providence Select Fund, LP,
Ashley Capital Management, Inc., Futures Investment Company, the introducing
broker and Michael Pacult, president of Futures Investment Company, White Oak
Financial Services, Inc. and Ashley Capital Management, Inc. The Fund has
the following advances due to related parties at December 31, 2006 and 2005:
December 31,
2006 2005
Futures Investment Company $64,105 $833
Ashley Capital Management, Inc. 62,355 20,450
Michael Pacult 46,650 19,650
White Oak Financial Services, Inc. 83,635 83,436
Total advances due to related parties $256,745 $124,369
These advances are to help pay for various costs, including operating and
start-up costs, and are recorded as due to related party. The balance is
usually paid back within a year from the start of trading or when the Fund is
financially capable of repaying the advance. These amounts bear no interest
or due dates and are unsecured.
6. Partnership Unit Transactions
As of December 31, 2006 and 2005 partnership units were valued at $1,000.00
and $1,000.00, respectively.
Transactions in partnership units were as follows:
Units Amount
2006 2005 2006 2005
Limited Partner Units
Subscriptions - - $- $-
Redemptions - - - -
Total - - - -
General Partner Units
Subscriptions - - - -
Redemptions - - - -
Total - - - -
Total Units
Subscriptions - - - -
Redemptions - - - -
Total - - $- $-
F-11
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
For the Years Ended December 31, 2006 and 2005
7. Concentrations
The Fund will maintain all of its initial subscription deposits with a
commercial financial institution. In the event of the financial
institution's insolvency, recovery of Fund deposits may be limited to account
insurance or other protection afforded deposits by the institution.
8. Change in Auditor
Effective October 2006, we changed the auditor of the Fund from Frank L.
Sassetti & Co., 6611 West North Avenue, Oak Park, Illinois 60302 to the CPA
firm of Jordan, Patke & Associates, Ltd., 300 Village Green Drive, Suite 210,
Lincolnshire, Illinois 60069.
9. Correction of an Error from a Prior Period
In 2005, there was an advance, that was not recorded from Michael Pacult
to Providence Select Fund, LP for $19,650. This amount was used to pay for
professional fees that relate to reimbursable syndication costs.
Accordingly, the 2005 statement of assets and liabilities and statement of
cash flows have been restated to show the increase of $19,650 in
reimbursable syndication costs and advances from related parties.
F-12
<page>
Providence Select Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2006 and 2005 and the Cumulative Period from
May 16, 2006 (Date of Inception) to December 31, 2006
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult March 30, 2007
Michael Pacult Date
President, White Oak Financial Services, Inc.
General Partner
Providence Select Fund, Limited Partnership
F-13
<page>