THE SCOTT LAW FIRM, P.A.
940 Northeast 79th Street, Suite A
Miami, Florida 33138
(305) 754-3603
facsimile (305) 754-2668
wscott@wscottlaw.com
September 19, 2007
Ms. Linda Van Doorn
Senior Assistant Chief Accountant
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Providence Select Fund, Limited Partnership (the "Fund")
Form 10-K and 10-K/A for the year ended 12/31/2006
Filed on 4/2/2007, 7/3/2007, and 8/24/2007
File No. 333-108629
Dear Ms. Van Doorn,
We have reproduced below the Commission's comments provided by your
letter to the Fund of September 6, 2007, and have supplied the Fund's
responses immediately following them.
FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2006
Financial Statements and Notes
Statements of cash Flows., page F-6
1. You have included line items for expenses financed by related parties
and cash paid towards initial offering costs as adjustments to net loss to
arrive at net cash used in operating activities. It is not clear what these
line items represent and what your basis in GAAP is for adjusting for them to
arrive at net cash used in operating activities. In accordance to your
disclosures in your notes to the financial statements, your organizational and
offering expenses are paid for by a related party and then subsequently
reimbursed to them at a later date. Please clarify to distinguish these
amounts from the other cash advances from related parties or confirm that in
future filings you will reflect these amounts with your other cash advances
from related parties in your cash flows from financing activities.
Response: The Fund's response to the two items you refer to above, "expenses
financed by related parties" and "cash paid towards initial offering costs",
are as follows:
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<page>
Expenses Financed by Related Parties - This amount includes expenses that were
paid directly by related parties to third parties, i.e., no cash was received
or disbursed by the Fund. These expenses paid directly by the Fund's
affiliates are included in "Net increase (decrease) in net assets resulting
from operations", but are non-cash transactions. Accordingly, the amounts are
necessary items to reconcile "Net increase (decrease) in net assets resulting
from operations" to "net cash provided by (used in) operating activities".
To clarify the difference between "expenses financed by related parties" and
"cash advances from related parties" because amounts "due to related parties"
include both types of financing, we have made the following revisions to the
report to be used in future filings:
a. We have changed the line item descriptions related to this issue
on the Statement of Cash Flows:
<table>
<s> <c>
Line Description as Previously Reported Line Descriptions on Future
on Statements of Cash Flows Statements of Cash Flows
- ---------------------------------------------- ----------------------------------------------------
Expenses financed by related parties Expenses paid by related parties not yet reimbursed
Increase in cash advances from related parties Increase in advances from related parties
Costs paid by and owed to related parties Costs paid by related parties not yet reimbursed
</table>
b. We have added additional wording to the "Related Party
Transactions" footnote (note #6) to clarify that amounts due to related
parties are a combination of cash advances to the Fund from related parties
and expenses directly paid by related parties on behalf of the Fund.
c. As amounts due to related parties include cash advances and
expense paid on the Fund's behalf, we have changed the line item description
related to this issue on the Statement of Assets and Liabilities:
<table>
<s> <c>
Line Description as Previously Reported Line Descriptions on Future Statements of
on Statements of Assets and Liabilities Assets and Liabilities
- --------------------------------------------- -----------------------------------------------------
Advances due to related parties Due to related parties
</table>
Cash Paid Towards Initial Offering Costs - This line item represents cash paid
for the initial offering costs incurred by the Fund. The amounts will be
shown in the "Investing Activity" section of the Statement of Cash Flows in
future filings.
2
<page>
Note 2 Significant Accounting Policies
Offering Expenses and Organizational Costs, page F-7
2. You state organizational costs are expensed as incurred and reimbursed.
It is not clear from your wording whether these costs are reimbursable by you
or to you. Please clarify to us and show us how you will revise future
filings.
Response: We will revise the footnote in future filings as follows:
Offering Expenses, Operating Expenses and Organizational Costs - For
financial reporting purposes in conformity with U.S. GAAP, (a) on the
Fund's initial effective date, September 12, 2005, the Fund deducted the
total initial offering costs as of that date from Partner's capital and
began expensing all offering costs, and (b) organizational and operating
costs are expensed as incurred. For all other purposes, including
determining the Net Asset Value per Unit for subscription and redemption
purposes, the Fund (a) will capitalize all offering, organizational and
operating costs incurred up to the commencement of business until after
the twelfth month following the commencement of business, at which time
the costs will be expensed, and (b) all costs after the commencement of
business will be expensed as incurred by the Fund. The commencement of
business is contingent upon the sale of at least $1,030,000 of
partnership interests. The Fund has agreed to reimburse the General
Partner and other affiliated companies for all offering, organizational
and operating expenses they have paid up to the commencement of business
after the twelfth month following the commencement of business. These
reimbursement amounts are $xxx,xxx and $xxx,xxx as of ______________ and
______________, respectively. Consequently, as of ________________ and
________________, the Net Asset Value and Net Asset Value per Unit for
financial reporting purposes and for all other purposes are as follows:
...
3. Your presentation of net asset value should include a reconciliation
between net asset value for financial reporting and for all other purposes.
Please confirm that you will do so in future filings.
Response: We will revise in future filings to insert a reconciliation
between the net asset value for financial reporting and for all other purposes
in footnote 2, as follows:
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<page>
<table>
<s> <c> <c> <c> <c>
Balance Per Unit Calculation
[Period1] [Period2] [Period1] [Period2]
Net Asset Value for financial reporting
purposes $XXXX $XXXX $XX.XX $XX.XX
Adjustment for initial offering costs XXXX XXXX XX.XX XX.XX
Adjustment for other offering,
organizational and operating expenses XXXX XXXX XX.XX XX.XX
Net Asset Value for all other purposes $XXXX $XXXX $XX.XX $XX.XX
Number of Units X.XX X.XX
</table>
We are grateful for the opportunity to present this response and are
available to amplify or clarify any information submitted.
Very truly yours,
/s/ William S. Scott
William Sumner Scott
For the Firm
WSS/lf
cc: White Oak Financial Services, Inc.
General Partner - CPO
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