10-Q 1 d10q.htm FORM 10-Q Form 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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: 333-74176

 


THE PRICE FUND I, L.P.

(Exact name of registrant as specified in its charter)

 


 

Delaware   36-4400372
(State of Organization)   (IRS Employer Identification Number)

 

c/o Price Asset Management, Inc.

141 West Jackson Boulevard

Suite 1340A

Chicago, Illinois

  60604
(Address of principal executive offices)   (Zip Code)

(312) 264-4300

(Registrant’s telephone number, including area code)

 


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 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 Exchange Act).    ¨  Yes    x  No

 

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) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court.    ¨  Yes    ¨  No

SEC 1296(03-07) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB contract number

 

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.

 



Table of Contents

PART 1- FINANCIAL INFORMATION

  

ITEM 1. FINANCIAL STATEMENTS

  

The following financial statements of The Price Fund I, L.P. are included in Item 1:

  

Financial Statements

  

Statements of Financial Condition as of June 30, 2007 (unaudited) and December 31, 2006

   3

Schedules of Investments as of June 30, 2007 (unaudited) and December 31, 2006

   4-5

Statements of Operations for the Three Months and Six Months Ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)

   6

Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)

   7

Financial Highlights for the Three Months and Six Months Ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)

   8

Notes to Financial Statements (unaudited)

   9-12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS

   13-14

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   15-17

ITEM 4. CONTROLS AND PROCEDURES

   18

ITEM 4T. CONTROLS AND PROCEDURES

   18

PART II- OTHER INFORMATION

   19

OTHER INFORMATION

  

SIGNATURES

   20

EXHIBITS

   E1-E5


Table of Contents

The Price Fund I, L.P.

Statements of Financial Condition as of June 30, 2007 (unaudited) and December 31, 2006


 

     6/30/2007    12/31/2006
     (unaudited)     

ASSETS

     

Cash and cash equivalents

   $ 48,725    $ 71,908

Cash at broker

     402,517      353,186

Investment in short-term instruments

     810,446      1,046,441

Net unrealized trading gains on open futures contracts

     53,390      55,545

Interest receivable

     15,530      19,869

Accounts receivable – General Partner

     4,492      3,354
             

Total Assets

   $ 1,335,100    $ 1,550,303
             

LIABILITIES

     

Management and incentive fees payable

   $ 18,617    $ 10,986

Professional and administrative fees payable

     87,439      92,786

Redemptions payable

     37,783      107,369

Due to General Partner

     —        3,447

Other

     5,485      2,776
             

Total Liabilities

     149,324      217,364
             

PARTNERS’ CAPITAL

     

Partners’ capital (50,000 units authorized)

     

Limited partners (958 and 1,085 units outstanding)

     775,307      908,440

General Partner (507 and 507 units outstanding)

     410,469      424,499
             

Total Partners’ Capital

     1,185,776      1,332,939
             

Total Liabilities and Partners’ Capital

   $ 1,335,100    $ 1,550,303
             

See accompanying notes to financial statements.

 

3


Table of Contents

The Price Fund I, L.P.

Schedule of Investments as of June 30, 2007 (unaudited)


 

          Value    

Percent of

Partner’s

Capital

 

Investment in short-term instruments:

       

Government Sponsored Enterprise obligations (total cost - $760,032)

       

US Federal Home Loan Bank Notes, at 4.625% due 7/18/2007 principal amount $140,000

        139,956     11.80 %

US Federal Home Mortgage Debts, at 4.250% due 9/15/2007

principal amount $170,000

        169,575     14.30 %

US Federal Home Mortgage Debts, at 5.750% due 2/15/2008

principal amount $450,000

        450,986     38.03 %
                 
        760,517     64.13 %
                 

Certificate of Deposit – due 10/22/2007 (cost $50,000)

        49,929     4.21 %
                 

Total investment in short-term instruments

      $ 810,446     68.34 %
                 

Open Futures Contracts

       
    

Number of

Contracts

   Value    

Percent of

Partner’s

Capital

 

Long Futures Contracts (73.51% US based)

       

Agricultural

   33    $ 12,719     1.07 %

Currencies

   15      5,711     0.48 %

Energy

   5      (4,198 )   (0.35 )%

Financials

   4      5,572     0.47 %

Indexes

   16      5,573     0.47 %

Metals

   3      2,740     0.23 %
                   
   76    $ 28,117     2.37 %
                   

Short Futures Contracts (84.70% US based)

       

Agricultural

   9    $ (3,464 )   (0.29 )%

Currencies

   17      14,405     1.21 %

Energy

   3      15,535     1.31 %

Financials

   21      (577 )   (0.05 )%

Metals

   5      (628 )   (0.05 )%
                   

Total

   55    $ 25,273     2.13 %
                   

Net unrealized trading gains on open futures contracts

      $ 53,390     4.50 %
                 

See accompanying notes to financial statements.

 

4


Table of Contents

The Price Fund I, L.P.

Schedule of Investments as of December 31, 2006


 

          Value   

Percent of

Partner’s

Capital

 

Investment in short-term instruments:

        

US Government Enterprise obligations (total cost - $98,352)

        

US Treasury Notes, at 3.750%, due 3/31/2007

principal amount $99,000

      $ 98,675    7.40 %
                

Government Sponsored Enterprise obligations (total cost - $946,972)

        

US Federal Home Loan Bank Notes, at 5.400%, due 1/29/2007

principal amount $500,000

      $ 500,000    37.51 %

US Federal Home Loan Bank Notes, at 4.625% due 7/18/2007 principal amount $250,000

        249,140    18.69 %

US Federal Home Mortgage Debts, at 4.250% due 9/15/2007

principal amount $200,000

        198,626    14.90 %
                
        947,766    71.10 %
                

Total investment in short-term instruments

      $ 1,046,441    78.50 %
                

Open Futures Contracts

        
    

Number of

Contracts

   Value   

Percent of

Partner’s

Capital

 

Unrealized gains (51.94% US based)

        

Agricultural

   39    $ 20,397    1.53 %

Currencies

   29      30,032    2.25 %

Energy

   11      20,707    1.55 %

Financials

   48      22,612    1.70 %

Indexes

   17      27,302    2.05 %

Metals

   3      16,223    1.22 %
                  
   147    $ 137,273    10.30 %
                  

Unrealized losses (67.60% US based)

        

Agricultural

   22    $ 20,633    1.55 %

Currencies

   16      7,554    0.57 %

Energy

   4      9,610    0.72 %

Financials

   14      15,293    1.15 %

Indexes

   7      20,198    1.52 %

Metals

   2      8,440    0.63 %
                  

Total

   65    $ 81,728    6.14 %
                  

Net unrealized trading gains on open futures contracts

      $ 55,545    4.16 %
                

See accompanying notes to financial statements.

 

5


Table of Contents

The Price Fund I, L.P.

Statements of Operations for the Three Months and Six Months Ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)


 

    

3 months

ended

6/30/2007

   

3 months

ended

6/30/2006

   

6 months

ended

6/30/2007

   

6 months

ended

6/30/2006

 

Trading Income (loss)

        

Net trading gains (loss) – commodities

        

Realized

   $ 181,501     $ 125,377     $ 56,589     $ 4,436  

Change in unrealized

     2,845       (140,416 )     (2,155 )     14,878  

Net trading gains (loss) – securities

        

Realized

     2,031       —         2,201       —    

Change in unrealized

     (490 )     —         (690 )     —    

Foreign exchange gains (losses)

     —         1,034       —         (305 )

Brokerage Commissions

     (7,221 )     (7,028 )     (14,613 )     (14,833 )
                                

Net trading income (loss)

     178,666       (21,033 )     41,332       4,176  
                                

Investment Income

        

Interest

     12,967       17,869       29,669       35,403  
                                

Expenses:

        

Management fees – General Partner

     2,710       2,395       5,877       7,979  

Management fees – Trading Advisors

     758       4,560       4,524       9,116  

Incentive fees – Trading Advisors

     15,149       (3,340 )     16,408       14,972  

Trailing Commissions

     4,912       4,997       9,787       12,542  

Professional fees

     44,319       31,152       88,638       61,422  

Bank fees and other expenses

     —         —         —         900  
                                

Total expenses

     67,848       39,764       125,234       106,931  
                                

Net investment loss

     (54,881 )     (21,895 )     (95,565 )     (71,528 )
                                

Net income (loss)

   $ 123,785     $ (42,928 )   $ (54,233 )   $ (67,352 )

Net asset value per unit outstanding

   $ 809.31     $ 928.62     $ 809.31     $ 928.62  
                                

Net income (loss) per unit outstanding

   $ 87.16     $ (27.17 )   $ (27.83 )   $ (42.41 )
                                

See accompanying notes to financial statements.

 

6


Table of Contents

The Price Fund I, L.P.

Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)


 

    

General

Partner

   

Limited

Partners

    Total  

Six Months Ended June 30, 2007

      

Partners’ Capital, December 31, 2006

   $ 424,499     $ 908,440     $ 1,332,939  

Contributions

     —         106,462       106,462  

Net loss

     (14,030 )     (40,203 )     (54,233 )

Withdrawals

     —         (199,392 )     (199,392 )
                        

Partners’ Capital, June 30, 2007

   $ 410,469     $ 775,307     $ 1,185,776  
                        

Six Months Ended June 30, 2006

      

Partners’ Capital, December 31, 2005

   $ 289,851     $ 1,214,366     $ 1,504,217  

Contributions

     198,000       16,411       214,411  

Net loss

     (16,866 )     (50,486 )     (67,352 )

Withdrawals

     —         (125,989 )     (125,989 )
                        

Partners’ Capital, June 30, 2006

   $ 470,985     $ 1,054,302     $ 1,525,287  
                        

Per unit data

     6/30/2006       6/30/2007    
                        

Net asset value

   $ 928.62     $ 809.31    
                  

Units outstanding

     1,643       1,465    
                  

See accompanying notes to financial statements.

 

7


Table of Contents

The Price Fund I, L.P.

Financial Highlights for the Three Months and Six Months Ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited) Per Unit Performance


 

    

3 months

ended

6/30/2007

   

3 months

ended

6/30/2006

   

6 months

ended

6/30/2007

   

6 months

ended

6/30/2006

 

Net asset value per unit at the beginning of the period

   $ 722.15     $ 955.79 *   $ 837.14     $ 971.03  

Income

        

Trading gains and losses

     127.48       (14.05 )     28.13       1.31  

Investment Income

        

Interest

     9.25       10.71       20.19       21.64  

Expenses

     (49.57 )     (23.83 )     76.15       (65.36 )
                                

Net investment loss

     (40.32 )     (13.12 )     (55.96 )     (43.72 )
                                

Net gain (loss) per unit

     87.16       (27.17 )     (27.83 )     (42.41 )
                                

Net Asset Value per unit at the end of the period

   $ 809.31     $ 928.62     $ 809.31     $ 928.62  
                                
    

3 months

ended

6/30/2007

   

3 months

ended

6/30/2006

   

6 months

ended

6/30/2007

   

6 months

ended

6/30/2006

 

Ratio of Net Investment Loss to Average Partners’ Capital

     (20.29 )%     (5.44 )%     (16.46 )%     (9.12 )%

Ratio of Expenses to Average Partners’ Capital

     25.08 %     9.84 %     21.57 %     13.64 %

Total Return

     12.07 %     (2.84 )%     (3.32 )%     (4.37 )%

The above ratios have been calculated for the partners taken as a whole. The computation of such ratios was not based on the amount of expenses assessed and income allocated to an individual partner’s capital account, which may vary from these ratios based on the timing of capital transactions. The ratios of net investment loss and expenses to average partners’ capital have been annualized. The ratios of total return have not been annualized.

*The net asset value per unit of $955.79 as of March 31, 2006 was revised from the $958.41 previously reported in the Partnership’s Form 10Q filing for the first quarter ending March 31, 2006 (refer to Note 2 to the Financial Statements).

See accompanying notes to financial statements.

 

8


Table of Contents

The Price Fund I, L.P.

Notes to the Financial Statements (unaudited)


Note 1 Nature of Operations and Significant Accounting Policies

Nature of Operations—The Price Fund I, L.P. (a Delaware limited partnership) (the “Partnership”) was organized on October 5, 2000 to engage in speculative trading of a diversified portfolio of commodity interests, including futures, options on futures and forward contracts. The Partnership commenced trading activities on January 12, 2004.

Price Asset Management, Inc., the general partner of the Partnership (the “General Partner”), is registered as a commodity pool operator and commodity trading advisor. The Price Futures Group, Inc., an entity affiliated through common ownership, acts as the introducing broker for the Partnership, whereby certain of the Partnership’s accounts are introduced to the Partnership’s clearing broker. Man Financial Inc. serves as the clearing broker.

The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to their respective ownership interests.

Basis of presentation—The financial statements included herein were prepared by us without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may be omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments necessary that were of a normal and recurring nature and adequate disclosures necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three and six months ended June 30, 2007 and 2006 are not necessarily indicative of the results to be expected for the full year or for any other period.

These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our 2006 Form 10K as filed with the Securities and Exchange Commission.

Use of Estimates—The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and cash equivalents—Cash and cash equivalents consist of cash in banks and money market instruments with original maturities of 90 days or less.

The Partnership has elected not to provide statements of cash flows as permitted by Statement of Financial Accounting Standards No. 102, Statements of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.

Net Assets—The valuation of net assets includes unrealized gains and losses on open commodity futures and forward contracts owned by the Partnership, if any, at the end of the reporting period. The unrealized gains and losses on these contracts have been calculated based on closing prices on the last business day of each month. Foreign currency is translated into U.S. dollars at the exchange rate prevailing on the last business day of each month. Gains and losses from translation to U.S. dollars are included in trading income on the statement of operations as part of realized gains and losses. Net asset value is determined by subtracting liabilities from assets, which also equals Partners’ capital.

Revenue Recognition—Commodity futures contracts are recorded on the trade date, and open positions are reflected in the accompanying statements of financial condition as the difference between the original contract value and the market value on the last business day of the reporting period. The fair value of the commodity futures contracts is based upon the most recent available settlement prices on the appropriate commodity

 

9


Table of Contents

The Price Fund I, L.P.

Notes to the Financial Statements (unaudited)


 

exchanges. Changes in unrealized gains or losses represent the total increases or decreases in unrealized gains or increases or decreases in unrealized losses on open positions during the period. Short-term instruments include obligations of the US Government and government sponsored enterprises which are carried at fair value.

Interest Income Recognition—The Partnership records interest income in the period it is earned.

Income Taxes—The Partnership is not subject to federal income taxes because its income and losses are includable in the tax returns of its partners.

Note 2 The Limited Partnership Agreement and Related-Party Activities

The General Partner is responsible for management of the Partnership.

New limited partners may purchase units of the Partnership upon approval by the General Partner at the net asset value, as defined, as of the last day of each month or on any other date as determined by the General Partner. Such purchases are effective as of the beginning of the following month. The Partnership may sell up to 50,000 units.

After holding the units for nine months, limited partners may require the Partnership to redeem some or all of their units at the net asset value, as defined, as of the last day of each month without a redemption charge. Any units redeemed before the holder has been a limited partner for six months will be assessed a redemption charge equal to 3 percent of the net asset value per unit on the date of such redemption and units redeemed after six but within nine months will be assessed a 2 percent redemption charge.

The Partnership will terminate and its remaining net assets will be distributed pro rata to the holders of the then outstanding units on December 31, 2035, or earlier if certain events occur.

The Partnership pays management and other fees as specified in the Registration Statement and offering documents. A summary of such fees payable to related entities is as follows:

Price Asset Management, Inc., as General Partner

The Partnership pays the General Partner a monthly management fee based on the Partnership’s net assets, based on a 1 percent annual rate. The General Partner may choose one or more trading advisors that are responsible for making all trading decisions on behalf of the Partnership (Note 3).

The Partnership has advanced amounts on behalf of the General Partner for sales fees due relating to units sold. The balance owed to the Partnership as of June 30, 2007 and December 31, 2006 amounted to $4,492 and $3,354, respectively.

The General Partner has paid for certain expenses on behalf of the Partnership. The balance owed by the Partnership as of June 30, 2007 and December 31, 2006 amounted to $0 and $3,447 respectively.

The Price Futures Group, Inc., as Introducing Broker

The clearing broker pays Price Futures Group a portion of the brokerage fee paid by the Partnership for clearing transactions.

In addition, the Partnership paid Price Futures Group 1 percent of the purchase price of each limited partnership unit sold for syndication costs incurred by Price Futures Group. Effective April 1, 2006, this amount was changed to 0.75%. These syndication costs, which are related to the issuance of limited partnership units, are charged to partners’ capital upon the issuance of such units and are not an expense of the Partnership.

 

10


Table of Contents

The Price Fund I, L.P.

Notes to the Financial Statements (unaudited)


 

Uhlmann Price Securities, LLC, as Selling Group Manager

Uhlmann Price Securities, LLC, a related party to the General Partner by reason of common management, acts as the selling group manager for the Partnership. The Partnership, through the General Partner, pays Uhlmann Price Securities a commission of 3.5 percent (which includes a re-allowance of up to 3 percent to other broker-dealers) of the purchase price of each unit sold. These commissions are charged to partners’ capital upon the issuance of such units. In addition, the Partnership pays a trailing commission to salespersons identified by Uhlmann Price Securities or to selling agents beginning twelve months after that unit has been outstanding. The trailing commission is equal to 2 percent (which includes a re-allowance of up to 1.5 percent to other selling agents) of the net asset value of a unit. No trailing commission will accrue or be paid for any unit that has been outstanding for less than one full year. As of June 30, 2007 and 2006, 1,176 and 995 units, respectively, qualified for the trailing commissions.

The Partnership pays all of its direct legal, accounting, filing, reporting and data processing expenses, incentive fees, management fees, brokerage fees and extraordinary expenses, subject to overall limitations on fees described in the Partnership’s limited partnership agreement. The General Partner will bear any fees in excess of these limitations.

A summary of fees incurred by the Partnership included:

 

    

3 months

ended

6/30/2007

  

3 months

ended

6/30/2006

   

6 months

ended

6/30/2007

  

6 months

ended

6/30/2006

Management fees – General Partner

   2,710    2,395     5,877    7,979

Management fees – Trading Advisors

   758    4,560     4,524    9,116

Incentive fees – Trading Advisors

   15,149    (3,340 )   16,408    14,972

Selling commissions – Uhlmann Price Securities

   3,850    15     —      4,722

Trailing commissions – Uhlmann Price Securities

   4,577    4,973     9,322    12,519

Note 3 Commodity Trading Advisors

The Partnership has entered into advisory contracts with Abraham Trading Co., Ascendia Capital Management, LLC, Clarke Capital Management, Inc., Rohrs and Company, LLC, Marathon Growth Partners, LLC, Smith Point Investments, Ltd. and NuWave Investment Corporation as the Partnership’s commodity trading advisors (the “Advisors”). The Advisors are paid a quarterly management fee up to 2 percent per annum (based on assets managed) and quarterly incentive fees of up to 30% of new trading profits, as defined.

Note 4 Financial Instruments with Off-Balance-Sheet Risk

The Partnership’s trading involves activities that have market and/or credit risk.

Market Risk—Market risk arises primarily from changes in the market value of financial instruments. Theoretically, the Partnership’s exposure is equal to the notional value of futures contracts purchased and unlimited on such contracts sold short. As both a buyer and seller of options on futures, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable market variations underlying the option.

 

11


Table of Contents

The Price Fund I, L.P.

Notes to the Financial Statements (unaudited)


 

The risk of loss for purchased options on futures is limited to the premiums paid; written or sold options on futures expose the Partnership to potentially unlimited liability. Cash at the clearing broker is available to satisfy margin requirements.

Exposure to market risk is influenced by a number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded. In many cases, the use of financial instruments may serve to modify or offset market risk associated with other transactions and, accordingly, may serve to decrease the Partnership’s overall exposure to market risk. The Partnership attempts to control its exposure to market risk through various analytical monitoring techniques.

Credit Risk—Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of a contract. The Partnership’s exposure to credit risk associated with counterparty nonperformance is limited to the current cost to replace all contracts in which the Partnership has a gain. Exchange-traded financial instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual exchanges.

Concentration of Credit Risk—Some of the Partnership’s trades are cleared through Price Futures Group’s clearing broker. In the event this counterparty does not fulfill its obligations, the Partnership may be exposed to risk. This risk of default depends in part on the creditworthiness of this counterparty. The Partnership attempts to minimize this credit risk by monitoring the creditworthiness of the clearing broker.

Note 5 Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS 157, among other things, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. SFAS 157 is effective for the Partnership on January 1, 2008. Management has not evaluated SFAS 157 and its potential effect on the financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, providing guidance on quantifying financial statement misstatement and implementation (e.g., restatement or cumulative effect to assets, liabilities and retained earnings) when first applying this guidance. SAB 108 is effective for the Partnership for the year ended December 31, 2006. The adoption of SAB 108 did not have a material effect on the Partnership’s financial statements.

On July 13, 2006, the FASB released FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. FIN 48 became effective for the Partnership on January 1, 2007 and did not have a material effect on the Partnership’s financial statements.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The Partnership commenced the offering of units on August 1, 2003. The initial offering period ended on December 31, 2003 and the Partnership commenced operations in January 2004. The continuing offering period commenced at the termination of the initial offering period and is ongoing. For the period from commencement of the offering through June 30, 2007, subscriptions totaling $2,712,485 had been accepted and redemptions over the same period totaled $1,204,205.

CAPITAL RESOURCES

The Partnership 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 borrowings. Due to the nature of the Partnership’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 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. This may affect the Partnership’s ability to initiate new positions or close existing ones or may prevent it from having orders executed. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Partnership from promptly liquidating unfavorable positions and subject the Partnership to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Partnership may not be able to execute future trades at favorable prices if little trading in such contracts is taking place.

Trading in forward contracts introduces a possible further impact on liquidity. Because such contracts are executed “off exchange” between private parties, the amount of time required to offset or “unwind” these positions may be greater than that for regulated instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

Other than these limitations on liquidity, which are inherent in the Partnership’s futures trading operations, the Partnership’s assets are expected to be highly liquid.

RESULTS OF OPERATIONS

Partnership Results for January 2007:

The Partnership incurred a small loss for the month of January. Although the New Year got off to a volatile start, the losses experienced in metals, currencies, and energies were almost entirely offset by gains in interest rates and indexes. The largest gains came from the global stock indexes that continued to climb as corporate profits and lower energy prices translated to new highs in the stock markets. The largest losses were experienced in the energy sector as the warmer than normal weather in conjunction with higher than anticipated supplies of gas and crude oil reduced demand.

For January, the Partnership lost 1.11%.

Partnership Results for February 2007:

Partnership performance in February was one of the worst months for performance since the Fund’s inception. Significant losses in the Asian stock markets proved to be unfavorable for two CTAs of the Partnership that employ a global trend strategy. While the strategies employed by the other CTAs produced gains for the Partnership, those gains could not prevent significant losses.

 

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For the month, the Partnership lost 6.98%.

Partnership Results for March 2007:

The losses incurred in March were similar to the losses in February. The downward trend of the global sectors combined with additional losses experienced in the grains, energies, and metals sector to post another significant loss to the Partnership.

For March, the Partnership lost 6.22%.

For the first quarter ended March 31, 2007 the Partnership’s compounded rate of return was -13.74%.

Partnership Results for April 2007:

April produced the first profitable month for the Partnership in 2007. Currencies and softs posted the highest sector gains while the financial sector posted the largest sector loss. Cotton, milk, and the euro dollar were the best performing commodities while gold and crude oil were the worst performing commodities of the Partnership.

For April, the Partnership gained 5.79%

Partnership Results for May 2007:

The Partnership continued to be profitable in May. Financials, equities, and currency sectors lead the Partnership in gains while the softs sector posted the largest loss. The Canadian dollar and German Euro Bund were the best performing commodities while cotton and lumber were the worst performing commodities of the Partnership.

For May, the Partnership gained 3.80%.

Partnership Results for June 2007:

June continued to be another profitable month for the Partnership making the second quarter of 2007 the first quarter with 3 consecutive months of gains for the Partnership since its inception. The financial sector led the Partnership with the largest gains while the softs continued to decline further. The UK Long Gilt was the best performing commodity of the Partnership while cotton and sugar were the worst performing commodities.

For June, the Partnership gained 2.06%.

For the second quarter ended June 30, the Partnership’s compounded rate of return was 12.07%.

For the year ended June 30, the Partnership’s compounded rate of return was -3.32%.

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 Partnership trades in futures and forward contracts and may therefore become a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by 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 Partnership at the same time, and if the General Partner was unable to offset such positions, the Partnership could experience substantial losses.

 

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In addition to market risk, in entering into futures and forward contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Partnership. 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.

CRITICAL ACCOUNTING POLICIES – VALUATION OF THE PARTNERSHIP’S POSITIONS

The General Partner believes that the accounting policies that are most critical to the Partnership’s financial condition and results of operations relate to the valuation of the Partnership’s positions. The majority of the Partnership’s positions are exchange-traded futures contracts, which are valued daily at settlement prices published by the exchanges or at dealer quotes. Thus, the General Partner expects that under normal circumstances substantially all of the Partnership’s assets are valued on a daily basis using objective measures.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTRODUCTION

Past Results Are Not Necessarily Indicative of Future Performance

The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

Market movements can produce frequent changes in the fair market value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership may rapidly acquire and liquidate both long and short positions in a wide range of different markets through the allocations it makes to trading advisors. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s experience to date (i.e., “risk of ruin”). In light of this, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.

Standard of Materiality

Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Partnership’s market sensitive instruments.

 

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QUANTIFYING THE PARTNERSHIP’S TRADING VALUE AT RISK

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).

The Partnership’s risk exposure in the various market sectors traded by the Partnership is quantified below in terms of Value at Risk. Due to the Partnership’s mark-to-market accounting, any loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings (realized or unrealized).

Exchange maintenance margin requirements are expected to be used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day intervals. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

In the case of market sensitive instruments which are not exchange-traded (which includes currencies and some energy products and metals in the case of the Partnership), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

In the case of contracts denominated in foreign currencies, the Value at Risk figures include foreign margin amounts converted into U.S. Dollars with an incremental adjustment to reflect the exchange rate risk inherent to the Dollar-based Partnership in expressing Value at Risk in a functional currency other than Dollars.

In quantifying the Partnership’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Partnership’s positions are rarely, if ever, 100% positively correlated have not been taken into account.

THE PARTNERSHIP’S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2007.

 

Market Sector

        Value at Risk    Percent of Net Assets  

Agricultural

     $ 19,110    1.61 %

Currencies

     $ 18,969    1.60 %

Energy

     $ 9,500    0.80 %

Financials

     $ 25,617    2.16 %

Indexes

     $ 51,738    4.36 %

Metals

     $ 13,080    1.10 %

TOTAL:

     $ 138,014    11.63 %

 

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MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK

The face value of the market sector instruments held by the Partnership may typically be many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Partnership. The magnitude of the Partnership’s open positions could create a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Partnership to incur severe losses over a short period of time. The Value at Risk tables — as well as the past performance of the Partnership — give no indication of this “risk of ruin.”

NON-TRADING RISK

The Partnership may experience non-trading market risk on any foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are expected to be immaterial. The Partnership also may have non-trading market risk as a result of investing in U.S. Treasury Bills. The market risk represented by these investments is expected to be immaterial.

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

The following qualitative disclosures regarding the Partnership’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership’s primary market risk exposures as well as the strategies used and to be used by Price Asset Management for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the Partnership’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

General

The Partnership is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Partnership generally will use a small percentage of assets as margin, the Partnership does not believe that any increase in margin requirements, as proposed, will have a material effect on the Partnership’s operations.

QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

The means by which the Partnership attempts to manage the risk of the Partnership’s open positions is essentially the same in all market categories traded. Price Asset Management applies risk management policies to trading which generally are designed to limit the total exposure that may be taken per “risk unit” of assets under management. In addition, Price Asset Management follows diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as imposing “stop-loss” points for each of the Partnership’s trading advisors.

 

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ITEM 4. CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of Price Asset Management have concluded that the Partnership has effective disclosure controls and procedures to ensure that material information relating to the Partnership is made known to them by others within the Partnership, particularly during the period in which this quarterly report is being prepared. The principal executive officer and financial and principal accounting officer of Price Asset Management have evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of a date within ninety (90) days prior to the filing date of this report (the “Evaluation Date”) and have based the foregoing conclusion about the effectiveness of the Partnership’s disclosure controls and procedures based on their evaluation as of the Evaluation Date.

During the period covered by this report, there have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

 

ITEM 4T. CONTROLS AND PROCEDURES

Applicable only to reports required to be filed with respect to a fiscal year ending on or after December 15, 2007 but before December 15, 2008.

 

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PART II-OTHER INFORMATION

 

Item 1. Legal Proceedings.

None.

 

Item 1A. Risk Factors.

There are no material changes from risk factors as previously disclosed in the Partnership’s most recently filed Form 10-K in response to Item 1A to Part 1 of said Form 10-K. See the Partnership’s responses to Item 3 of Part 1 of this Form 10-Q for a description of quantitative and qualitative disclosures about market risks attendant to the operation of the Partnership.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3. Defaults Upon Senior Securities.

Not applicable.

 

Item 4. Submissions of Matters to a Vote of Security Holders.

None.

 

Item 5. Other Information.

None.

 

Item 6. Exhibits.

See attached Exhibit Index.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 14, 2007.

 

THE PRICE FUND I, L.P.
  (Registrant)
By:   Price Asset Management, Inc.
  General Partner
By:  

/s/ Walter Thomas Price III

  Walter Thomas Price III
  Chairman, President and Director

 

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EXHIBIT INDEX

 

Exhibit
Number
  

Description of Document

   Page
Number
31.1    Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    E-2
32.1    Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    E-3
31.2    Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    E-4
32.2    Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    E-5

 

E-1