FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
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 333-108629
Providence Select Fund, Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 20-0069251
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices, including zip code)
(800) 331-1532
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) f the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ] Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Not Applicable
<page>
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The reviewed financial statements for the Registrant for the three months
ended March 31, 2007 are attached hereto and made a part hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General Information
The Registrant (the "Fund") was granted an effective date by the Securities
and Exchange Commission on September 12, 2005. On March 5, 2007, the Fund
commenced business after admission of 46 limited partners, with total
subscriptions of $1,088,370. The Fund, pursuant to the terms of the Limited
Partnership Agreement, is engaged in the business of speculative and high
risk trading of commodity futures and options markets through the services of
the commodity trading advisor its management has selected.
Description of Fund Business
The Fund grants one or more commodity trading advisors ("CTA") a power of
attorney that is terminable at the will of either party to trade the equity
assigned to each CTA by Fund management. NuWave Investment Corp. is the sole
commodity trading advisor of the Fund. The General Partner has reserved the
right to add and delete CTAs and reallocate equity assigned as it shall
determine, in its sole discretion, without prior notice to the partners
(investors). The CTA has sole discretion to select the trades and does not
disclose the methods it uses to make those determinations in its disclosure
documents or to the Fund or to Fund management. There is no promise or
expectation of a fixed or any other return to the investors. The investors
must look solely to trading profits for a return their investment as the
interest income is expected to be less than the fixed expenses to operate the
Fund.
Assets
The Fund assets will consist of cash used as margin to secure futures
(formerly called commodity) trades entered on its behalf by the commodity
trading advisors it selects. The Fund deposits its cash with one or more
futures commission merchants (brokers) who hold and allocate the cash to use
as margin to secure the trades made. The futures held in the Fund accounts
are valued at the market price on the close of business each day by the
Futures Commission Merchant or Merchants that hold the Fund equity made
available for trading. The Capital accounts of the Partners are immediately
responsible for all profit and losses incurred by trading and payment and
accrual of the expenses of offering partnership interests for sale and the
operation of the partnership. The fixed costs of operation are a management
fee of a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 2.5% annually and a quarterly
incentive fee of 20% paid to the commodity trading advisor, a quarterly
incentive fee of up to 3% paid to the general partner, fixed annual brokerage
commissions of 6%, an annual continuing service fee of 3%, and accounting and
legal fees that must be paid before the limited partners may earn a profit on
their investment.
The Fund does not intend to borrow from third parties. Its trades are
entered pursuant to a margin agreement with the futures commission merchant
which obligates the fund to the actual loss, if any, without reference or
limit by the amount of cash posted to secure the trade. The limited partners
are not personally liable for the debts of the Fund, including any trading
losses. The Registrant will in the future offer Units for sale to the public
until the balance, as of March 31, 2007 of $48,911,630 in face amount of
registered Units are sold. As of March 31, 2007, of the $50,000,000 in Units
registered, $1,088,370 has been sold and, upon redemption by the holder, will
not be resold. Capital available will be dependent upon the marketing and
sales effort put in place by Fund management to sell the registered limited
partnership interests. Absent the registration of additional Units, the Fund
will be capitalized at $50,000,000 subject to redemption of Units by the
holders as they request, which are expected to be honored by the General
Partner.
2
<page>
An Investment in the Fund Depends upon Redemption of Fund Units
The Fund Units are not traded and they have no market value. Liquidity of an
investment in the Fund depends upon the credit worthiness of the exchanges,
brokers, and third parties of off exchange traded futures that hold Fund
equity or have a lien against Fund assets for payment of debts incurred.
Those parties must honor their obligations to the Fund for the Fund to be
able to obtain the return of its cash from the futures commission merchant
that holds the Fund account.
The commodity trading advisor selects the markets and the off exchange
instruments to be traded. The General Partner selects the futures commission
merchants to hold the Fund assets. Both the commodity trading advisor and
the general partner believe all parties who hold Fund assets or are otherwise
obligated to pay value to the Fund are credit worthy. Margin is an amount to
secure the entry of a trade and is not a limit of the profit or loss to be
gained from the trade. The general partner intends to allocate approximately
97% of the Fund equity to be used as margin to enter trades. Although it is
customary for the commodity trading advisor to use 40% or less of the equity
available as margin, there is no limit imposed by the Fund upon the amount of
equity the advisors may commit to margin. It is possible for the Fund to
suffer losses in excess of the margin it posts to secure the trades made.
To have the purchase price or appreciation, if any, of the Units, paid to
them, partners must use the redemption feature of the Partnership.
Distributions, although possible in the sole discretion of the general
partner, are not expected to be made. There is no current market for the
Units sold, none is expected to develop and the partnership agreement limits
the ability of a limited partner to transfer the Units.
Results of Operations
The Fund results after payment and accrual of expenses for the first three
months of 2007 was a profit of $9,389. The Fund was not operational during
the first three months of 2006. The profits were generated by the commodity
trading advisor by methods that are proprietary to it. These results are not
to be construed as an expectation of similar profits in the future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The business of the Fund is speculative and involves a high degree of risk of
loss.
Item 4. Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the general partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.
As of the end of the period covered by this report, the general partner
carried out an evaluation, under the supervision and with the participation
of the general partner's management, including its principal executive
officer and principal financial officer, Mr. Michael Pacult, of the
effectiveness of the design and operation of the Fund's disclosure controls
and procedures as contemplated by Rule 13a-15(e) or 15d-15(e) of the
Securities Exchange Act of 1934, as amended. Based on and as of the date of
that evaluation, Mr. Pacult concluded that the Fund's disclosure controls and
procedures are effective, in all material respects, in timely alerting them
to material information relating to the Fund required to be included in the
reports required to be filed or submitted by the Fund with the SEC under the
Exchange Act.
Internal Control over Financial Reporting
Each month, the general partner reviews the profit and loss statements for
the month and once approved each partner is sent a statement to disclose
total Fund performance and the amount in the partner's capital account.
Checks are paid for expenses only upon approval of invoices submitted to the
general partner or pursuant to standing
3
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authorizations for periodic fixed
expenses. Payment of a redemption is only upon receipt of a request form
signed by the person with authority over the limited partner's account. The
general partner balances the daily account information with the monthly
compilation and financial statements prepared by the independent CPA. There
was no change 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 in the
quarter ended March 31, 2007 that has materially affected, or is reasonably
likely to materially affect, internal control over financial reporting
applicable to the Fund.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no legal proceedings against the Fund, its General Partner,
the CTA, the FCM, the IB or any of their Affiliates, directors or officers,
except against Man as described below.
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.
Item 1A. Risk Factors
There have been no material changes from risk factors as previously disclosed
in the Fund's Form 10-K. The risks of the Fund are (1) described fully in
its prospectus filed with its registration statement on Form S-1, which is
incorporated herein by reference (2) described in summary in Part I of this
Form 10-Q, which is incorporated herein by reference.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities
None
4
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Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
(a) None
(b) None
Item 6. Exhibits
31.1 Certification of Principal Executive Officer and Principal Financial
Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
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-Q for the
period ended March 31, 2007, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Providence Select Fund, Limited Partnership
By White Oak Financial Services, Incorporated
Its General Partner
By: /s/ Michael Pacult
Mr. Michael Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the General Partner
Date: May 21, 2007
5
<page>
Providence Select Fund, Limited Partnership
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Statements of Assets and Liabilities as of March 31, 2006
and December 31, 2006 F-3
Schedule of Investments - Cash and Securities - March 31, 2007 F-4
Schedules of Investments - Futures Contracts - March 31, 2007 F-5
Statements of Operations for the Three Months Ended March 31,
2007 and 2006 F-6
Statements of Changes in Net Assets for the Three Months
Ended March 31, 2007 and 2006 F-7
Statements of Cash Flows for the Three Months Ended
March 31, 2007 and 2006 F-8
Notes to Financial Statements F-9 - F-14
Affirmation of Commodity Pool Operator F-15
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 reviewed the accompanying statements of assets and liabilities of
PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP, as of March 31, 2007, and the
related statements of operations, changes in net assets and cash flows for
the three months ended March 31, 2007. These financial statements are the
responsibility of the Fund's management.
We conducted our reviews in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight
Board (United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
The financial statements of PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP for
the Three Months Ended March 31, 2006 were reviewed by other accountants
whose report dated May 15, 2006 stated that they were not aware of any
material modifications that should be made to such interim financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the statement of assets
and liabilities of PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP as of December
31, 2006 and the related statements of operations, changes in net assets and
cash flows for the year then ended (not presented herein); and in our report
dated March 27, 2007, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
statement of assets and liabilities as of December 31, 2006 is fairly stated,
in all material respects, in relation to the statement of assets and
liabilities from which it has been derived.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
May 15, 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
Statements of Assets and Liabilities
<table>
<s> <c> <c>
March 31, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
Cash and cash equivalents $998,700 $-
Cash denominated in foreign currencies 17,580 -
-
Net unrealized gain on open futures contracts 15,554 -
Total brokerage cash equivalents and investments 1,031,834 -
Cash 10,683 304
Interest Receivable 3,415 -
Reimbursable syndication costs 299,135 261,561
Subscriptions Receivable 25,000 -
Prepaid continuing service fee 28,872 -
Prepaid operating costs and other - 3,956
Total assets 1,398,939 265,821
Liabilities
Accrued expenses 10,103 7,076
Advances due to related parties 273,744 256,745
Due to outside parties 5,473 -
Accrued management fee 1,750 -
Accrued commissions 3,488 -
Accrued incentive fees 6,622 -
Total Liabilities 301,180 263,821
Net assets $1,097,759 $2,000
Analysis of Net Assets
Limited partners $1,070,709 $1,000
General partner 27,050 1,000
Net assets (equivalent to $1,008.62 and $1,000.00 per unit) $1,097,759 $2,000
Partnership units outstanding
Limited partners units outstanding 1,061.56 1.00
General partner units outstanding 26.82 1.00
Total partnership units outstanding 1,088.38 2.00
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
Providence Select Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c> <c>
Fair Value
Description Maturity Date Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets 998,700 $998,700 98.27%
Total cash denominated in U. S. Dollars 998,700 98.27%
Total cash and cash equivalents denominated in U.S. Dollars 998,700 98.27%
Cash denominated in foreign currency:
Euro Markets - Euro 6,455 8,629 0.85%
British Pound Markets - GBP 21 42 0.00%
Australian Dollar Markets - AUD 1,346 1,091 0.11%
Hong Kong Dollar Markets - HKD - - 0.00%
Japanese Yen Markets - JPY 920,000 7,818 0.77%
Total cash denominated in foreign currency 17,580 1.73%
Total investments $1,016,280 100%
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
Providence Select Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Soybeans May 2007 2 1,425 $1,425
CBT T-Note 10Y June 2007 6 (5,094) (5,094)
CBOT Silver May 2007 1 2,570 2,570
CME Cattle June 2007 2 (2,760) (2,760)
LME Aluminum June 2007 2 4,488 4,488
IMM Australian Dollar June 2007 3 8,835 8,835
IMM British Pound June 2007 5 11,188 11,188
IMM Euro FX June 2007 3 6,750 6,750
Total United States Commodity Futures Positions 27,402 27,402
Japanese commodity futures positions held long:
SMX Nikkei June 2007 4 722,500 6,140
Total Japanese commodity futures positions held long 722,500 6,140
Euro commodity futures positions held long:
EURX E-Bund June 2007 3 (4,150) (5,548)
Total European commodity futures positions held long (4,150) (5,548)
British commodity futures positions held long:
LIF Long Gilt June 2007 1 (1,590) (3,130)
LIF 3M STG IR December 2007 8 (1,000) (1,969)
Total British commodity futures positions held long (2,590) (5,099)
Total commodity futures positions held long 22,895
United States commodity futures positions held short:
CBOT Corn July 2007 1 863 863
CSC Sugar 11 May 2007 3 1,590 1,590
CSC Coffee C July 2007 1 (75) (75)
NY Natural Gas May 2007 1 (3,890) (3,890)
NYM RBOB Gas May 2007 1 (837) (837)
NYC Cotton July 2007 4 (1,035) (1,035)
IMM Canadian Dollar June 2007 2 (2,700) (2,700)
IMM Japanese Yen June 2007 4 (125) (125)
Total United States commodity futures positions held short (6,209) (6,209)
Australian commodity futures positions held short:
SFE SPI 200 June 2007 1 (5,725) (4,640)
SFE 10Y T-Bond June 2007 4 4,024 3,261
Total Australian commodity futures positions held short (1,701) (1,379)
Euro commodity futures positions held short:
LIF 3M Euribor December 2007 12 2,925 3,910
MONEP CAC40 April 2007 1 (2,740) (3,663)
Total Euro commodity futures positions held short 185 247
Total commodity futures positions held short (7,341)
Net commodity futures positions $15,554
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
Providence Select Fund, Limited Partnership
Statements of Operations
For the Three Months Ended March 31, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Investment income
Interest income $3,415 $-
Total investment income 3,415 -
Expenses
Commission expense to affiliates 3,488 -
Commission expense to broker - -
Management fees 1,750 -
Continuing service fee 2,625 -
Incentive fees 6,622 -
Professional accounting and legal fees 6,200 -
Other operating and administrative expenses 5,906 -
Total expenses 26,591 -
Net investment (loss) (23,176) -
Realized and unrealized gain (loss) from investments and
foreign currency
Net realized gain (loss) from:
Investments (714) -
Foreign currency transactions 17,725 -
Net realized gains from investments and foreign
currency transactions 17,011 -
Net increase (decrease) in unrealized appreciation
(depreciation) from:
Investments 21,193 -
Translation of assets and liabilities in foreign currencies (5,639) -
Net increase in unrealized appreciation from investments
and translation of assets and liabilities in foreign
currencies 15,554 -
Net gain on investments and foreign currency 32,565 -
Net increase in net assets resulting from operations $9,389 $-
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Providence Select Fund, Limited Partnership
Statement of Changes in Net Assets
For the Three Months Ended March 31, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Increase (decrease) in net assets from operations
Net investment (loss) $(23,176) $-
Net realized gains from investments and foreign currency
transactions 17,011 -
Net increase in unrealized appreciation from investments and
translation of assets and liabilities in foreign currencies 15,554 -
Net increase in net assets resulting from operations 9,389 -
Capital contributions from partners 1,086,370 -
Distributions to partners - -
Total increase in net assets 1,095,759 -
Net assets at the beginning of the period 2,000 2,000
Net assets at the end of the period $1,097,759 $2,000
</table>
The accompanying notes are an integral part of the financial statements
F-7
<page>
Providence Select Fund, Limited Partnership
Statements of Cash Flows
For the Three Months Ended March 31, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $9,389 $-
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Changes in operating assets and liabilities:
Unrealized appreciation (depreciation) on investments (15,554) -
(Increase) in reimbursable syndication costs (37,574) -
(Increase) in interest receivable (3,415) -
(Increase) in subscriptions receivable (25,000) -
(Increase) in prepaid continuing service fee (28,872) -
(increase) decrease in prepaid operating costs 3,956 (14)
Increase (decrease) in accrued commissions payable 3,488 -
Increase (decrease) in accrued management and incentive
fees 8,372 -
Increase in accrued expenses 3,027 -
Net cash (used in) operating activities (82,183) (14)
Cash Flows from Financing Activities
Increase in advances from related parties 16,999 1,527
Increase in advances from third parties 5,473 -
Initial partner contribution - -
Proceeds from sale of units, net of sales commissions 1,086,370 -
Net cash provided by financing activities 1,108,842 1,527
Net increase in cash and cash equivalents 1,026,659 1,513
Cash at the beginning of the period 304 381
Cash at the end of the period $1,026,963 $1,894
Non-Cash Financing Activities
Reimbursable syndication costs paid by and owed to related
parties $- $9,518
</table>
The accompanying notes are an integral part of the financial statements
F-8
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
1. Nature of the Business
Providence Select Fund, Limited Partnership (the Fund) was formed on May
16, 2003 under the Delaware Uniform Limited Partnership Act. The Fund is
engated 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). On March 5,2007,
the Fund commenced business after admission of 46 limited partners, with
total subscriptions of $1,088,370. 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 CTA
is NuWave Investment Corp., which has 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 was in the development stage prior to March 5, 2007 and
its efforts until then were 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
and its General Partners are also 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 General Partners are also subject to the rules of the National Futures
Association that regulate commodity pool operators and the requirements of
various commodity exchanges where the Fund executes transactions.
Additionally, the Fund is subject to the terms of the contracts it has
entered with the futures commission merchants and rules of the interbank
market makers through which the Fund trades.
Offering Expenses and Organizational Costs - Providence has incurred
$299,135 and $261,561 in offering costs through March 31, 2007 and December
31, 2006 respectively. The Fund has agreed to reimburse White Oak and other
affiliated companies for all offering expenses incurred up to the
commencement of business, which was March 5, 2007 after the twelfth month
following the commencement of business. The commencement of business was
contingent upon the sale of at least $1,030,000 of partnership interests. All
costs after the commencement of business are paid directly by the Fund. The
organization costs for the Fund are expensed as incurred by the general
partner, White Oak, and are 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, are charged to expense
as incurred.
F-9
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
2. Significant Accounting Polices, Continued
Revenue Recognition - Forward contracts, futures and other investments are
recorded on the trade date and are 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 considers 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 three months ending March 31, 2007 and 2006. There were
no cash equivalents as of March 31, 2007 and December 31, 2006.
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, include all aspects of the
management of the Fund. Specifically, they perform the duties of a commodity
pool operator as that term is defined in the Commodity Exchange Act, 7 USC 1,
et seq. They employ the commodity trading advisors to direct the trading and
investment activity of the Fund, which include, if appropriate, to suspend
all trading, to execute and to file all necessary legal documents, statements
and certificates of the Fund, to retain independent public accountants to
audit the Fund, to employ attorneys to represent the Fund, to review the
brokerage commission rates to determine reasonableness, to maintain the tax
status of the Fund as a limited partnership, to maintain a current list of
the names, addresses and numbers of units owned by each Limited Partner and
to take such other actions as deemed necessary or desirable to manage the
business of the Partnership.
The Corporate General Partner has contributed $27,050 in cash for deposit
to the capital of the Fund for a General Partnership interest in the
Partnership.
F-10
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
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 are transferred to the
Fund's account on the first business day of the month after the subscription
is accepted. Interest earned on the subscription funds accrues to the
account of the investor.
Redemptions - A limited partner may request that 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
are 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 is 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-11
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
5. Fees
The Fund is charged the following fees:
A monthly management fee is 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.
The Fund pays the Corporate General Partner a fixed brokerage commission of
6%, from which the Corporate General Partner pays the round turn commissions
to the futures commission merchant.
A quarterly incentive fee of 20% of "new trading profits" is paid to the
CTA and up to a 3% quarterly incentive fee is paid to the Corporate General
Partner. "New trading profits" includes all income earned by the CTA and
expense allocated to his activity. In the event that trading produces a loss
for the 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 the CTA to be paid an incentive fee during a quarter or a
year when the Fund experienced a loss.
The Fund pays 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 pays 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 and general partner to 6% of
total net assets if the total incentive fees are decreased to 15%.
6. Related Party Transactions
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-12
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
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 March 31, 2007 and December
31, 2006:
March 31, December 31,
2007 2006
Futures Investment Company $81,104 $64,105
Ashley Capital Management, Inc. 62,355 62,355
Michael Pacult 46,650 46,650
White Oak Financial Services, Inc. 83,635 83,635
Total advances due to related parties $273,744 $256,745
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 will
be paid back after the twelfth month following the commencement of business.
These amounts bear no interest or due dates and are unsecured.
7. Partnership Unit Transactions
As of March 31, 2007 and 2006 partnership units were valued at $1,008.62
and $1,000.00, respectively.
Transactions in partnership units were as follows:
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 1,061.558 - $1,070,941 $-
Redemptions - - - -
Total 1,061.558 - 1,070,941 -
General Partner Units
Subscriptions 24.819 - 24,818 -
Redemptions - - - -
Total 24.819 - 24,818 -
Total Units
Subscriptions 1,086.377 - 1,095,759 -
Redemptions - - - -
Total 1,086.377 - $1,095,759 $-
F-13
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
8. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed to both market risk, the risk
arising from changes in market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms of a
contract.
A certain portion of cash in trading accounts are pledged as collateral for
commodities trading on margin. Additional deposits may be necessary for any
loss on contract value. The Commodity Exchange Act requires a broker to
segregate all customer transactions and assets from such broker's proprietary
activities.
Each U.S. commodity exchange, with the approval of the CFTC and the futures
commission merchant, establish minimum margin requirements for each traded
contract. The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at March 31, 2007 was $998,700, which
equals approximately 91.0% of Net Asset Value.
Trading in futures contracts involves entering into contractual commitments
to purchase or sell a particular commodity at a specified date and price. The
gross or face amount of the contract, which is typically many times that of
the Fund's net assets being traded, significantly exceeds the Fund's future
cash requirements since the Fund intends to close out its open positions
prior to settlement. As a result, the Fund is generally subject only to the
risk of loss arising from the change in the value of the contracts. The
market risk is limited to the gross or face amount of the contracts held of
approximately $4,603,513 on long positions at March 31, 2007. However, when
the Fund enters into a contractual commitment to sell commodities, it must
make delivery of the underlying commodity at the contract price and then
repurchase the contract at prevailing market prices or settle in cash. Since
the repurchase price to which a commodity can rise is unlimited, entering
into commitments to sell commodities exposes the Fund to unlimited potential
risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and
volatility of interest rates, foreign currency exchange rates, the
diversification effects among the derivative instruments the Fund holds and
the liquidity and inherent volatility of the markets in which the Fund
trades.
The net unrealized gains on open commodity futures contracts at March 31,
2007 were $15,554.
Open contracts generally mature within three months of March 31, 2007. The
latest maturity for open futures contracts is in December, 2007. However, the
Fund intends to close all contracts prior to maturity.
Credit risk is the possibility that a loss may occur due to the failure of
a counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-14
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
9. Concentrations
The Fund maintains 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.
10. Financial Highlights
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Performance per Unit (5)
Net unit value, beginning of period $1,000.00 $1,000.00
Net realized and unrealized gains/
losses on commodity transactions 93.33 -
Investment and other income 12.48 -
Expenses (1) (97.19) -
Net increase (decrease) for the period 8.62 -
Net unit value, end of period $1,008.62 $1,000.00
Net assets, end of period (000) 1,098 $2
Total return (3) 0.86% 0.00%
Ratio to average net assets (4)
Investment and other income 1.24% 0.00%
Expenses (2) -8.37% 0.00%
</table>
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not annualized
(4) Annualized for all periods
(5) Investment and other income and expenses is calculated using average
number of units (limited and general) outstanding during the year. Net
realized and unrealized gains/losses on commodity transactions is a balancing
amount necessary to reconcile the change in net unit value.
F-15
<page>
Providence Select Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Three Months Ended March 31, 2007 and 2006
(A Review)
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult 5-21-07
Michael Pacult Date
President, White Oak Financial Services, Inc.
General Partner
Providence Select Fund, Limited Partnership
F-16
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