-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D88e204MBnTvWK/oi1zZFb2DOwhjJYtbMyVHDEyv6cCKUmcoN+1NFlx3SjE4GHOy A+XrBEyNnd+2F3f2m1VlLQ== 0001262876-07-000014.txt : 20071113 0001262876-07-000014.hdr.sgml : 20071112 20070703121447 ACCESSION NUMBER: 0001262876-07-000014 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070703 DATE AS OF CHANGE: 20070928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE SELECT FUND LP CENTRAL INDEX KEY: 0001262876 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-108629 FILM NUMBER: 07958798 BUSINESS ADDRESS: STREET 1: 505 BROOKFIELD DRIVE CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 800-331-1532 MAIL ADDRESS: STREET 1: 505 BROOKFIELD DRIVE CITY: DOVER STATE: DE ZIP: 19901 10-K/A 1 p10ka070307.txt Amendment No. 1 to FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the year ended 12-31-2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 333-108629 PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 20-0069251 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 505 Brookfield Drive, Dover, DE 19901 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 331-1532 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (S 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.: None. There is no market for the Units of partnership interests and none is expected to develop. The Registrant is a commodity pool. The Units are registered to permit the initial sale of Units at month end net asset value. EXPLANATORY NOTE The registrant is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to its annual report on Form 10-K for the fiscal year ended December 31, 2006, originally filed April 2, 2007 (the "Annual Report"), for the purpose of making the following changes: (1) revision of financials included herein beginning on page F-1 pursuant to Item 8 herein to (a) provide three years of financial information and inception to date for the statements of operations, changes in net assets, and cash flows, and (b) provide opinions by independent accountants for all periods covered by the financial statements; and, (2) revise Item 9A to identify the changes in controls and procedures that the General Partner has made. In addition, the registrant is also including as exhibits to this Amendment the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except as described above, this Amendment does not modify or update the Fund's previously reported financial statements and other disclosures in, or exhibits to, the original filing. Item 8. Financial Statements and Supplementary Data. The Fund financial statements meeting the requirements of Regulation S-X are provided in this Amendment beginning on page F-1. The supplementary financial information specified by Item 302 of Regulation S-K was included in Item 6. Selected Financial Data of the registrant's Annual Report. Item 9A. Controls and Procedures. In the Fund's previously-filed Annual Report on Form 10-K for the year ended December 31, 2006 (the "Annual Report"), the General Partner of the Fund, under the actions of its sole principal, Michael Pacult, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of December 31, 2006 and found them adequate. In May, 2007, management was informed by the SEC that its financials did not conform to SEC requirements because (1) the financials contained only two, and not three, years of financial information and inception to date for the statements of operations, changes in net assets, and cash flows, and (2) the audit opinion did not cover all financial periods stated. Because of these omissions, management has re-evaluated its prior conclusion regarding the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2006 with respect to the Fund. Based upon Mr. Pacult's re-evaluation, conducted under Exchange Act Rule 13a-15 or 15d-15(e), he concluded that the omissions were caused by a personnel problem, were the result of obvious human error and lack of attention to detail, and that the Fund's disclosure controls and procedures were accordingly not effective as of December 31, 2006. To remediate the situation, Mr. Pacult has severely reprimanded those persons who prepared and reviewed the financial statements included in the Annual Report. Mr. Pacult accepts total responsibility for the financial statements of the Fund and filings made with the SEC, including the Annual Report and this Amendment. There have been no changes in the General Partner's internal control over financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter of fiscal year 2006 and through the date of this Amendment that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Amendment: 1. All Financial Statements The Financial Statements begin on page F-1 of this Amendment. 2. Financial Statement Schedules required to be filed by Item 8 of this form, and by paragraph (b) below. Not applicable, not required, or included in the Financial Statements. 3. List of those Exhibits required by Item 601 of Regulation S-K (Sec. 229.601 of this chapter) and by paragraph (b) below. 2 Incorporated by reference from the Fund's Registration Statement on Form S-1, and all amendments at file No. 333-119635 previously filed with the Securities and Exchange Commission. 31.1 Certification of CEO and CFO pursuant to Section 302 32.2 Certification of CEO and CFO pursuant to Section 906 (b) Exhibits required by Item 601 of Regulation S-K (Sec. 229.601 of this chapter). See response to 15(a)(3), above. (c) Financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including (1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons; (2) separate financial statements of affiliates whose securities are pledged as collateral; and (3) schedules. None. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K for the period ended December 31, 2006, to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: Providence Select Fund, Limited Partnership By White Oak Financial Services, Inc. Its General Partner Date: July 3, 2007 By: /s/ Michael Pacult Mr. Michael P. Pacult Sole Director, Sole Shareholder President and Treasurer 3 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Index to the Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements Statements of Assets and Liabilities F-3 Statements of Operations F-4 Statements of Changes in Net Assets F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 - F-11 Affirmation of Commodity Pool Operator F-12 F-1 Jordan, Patke & Associates, Ltd. Certified Public Accountants Report of Independent Registered Public Accounting Firm To the Partners of Providence Select Fund, Limited Partnership Dover, Delaware We have audited the accompanying statements of assets and liabilities of Providence Select Fund, Limited Partnership (a development stage enterprise) as of December 31, 2006 and 2005, and the related statements of operations, changes in net assets and cash flows for the years ended December 31, 2006, 2005 and 2004, and the cumulative period from May 16, 2003 (date of inception) through December 31, 2006. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Providence Select Fund, Limited Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Providence Select Fund, Limited Partnership internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Providence Select Fund, Limited Partnership as of December 31, 2006 and 2005, and the results of its operations, its changes in net assets and its cash flows for the years ended December 31, 2006, 2005 and 2004, and the cumulative period from May 16, 2003 through December 31, 2006 are in conformity with accounting principles generally accepted in the United States of America. /s/ Jordan, Patke & Associates, Ltd. Jordan, Patke & Associates, Ltd. Lincolnshire, Illinois July 2, 2007 F-2 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statements of Assets and Liabilities December 31, 2006 2005 Assets Cash $304 $381 Reimbursable syndication costs 261,561 125,426 Prepaid operating costs and other 3,956 562 Total assets 265,821 126,369 Liabilities Accrued expenses 7,076 - Advances due to related parties 256,745 124,369 Total Liabilities 263,821 124,369 Net assets $2,000 $2,000 Analysis of Net Assets Limited partners $1,000 $1,000 General partner 1,000 1,000 Net assets (equivalent to $1,000.00 and $1,000.00 per unit) $2,000 $2,000 Partnership units outstanding Limited partners units outstanding 1.00 1.00 General partner units outstanding 1.00 1.00 Total partnership units outstanding 2.00 2.00 F-3 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statements of Operations For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 Period From May 16, 2003 (Inception) to Year ended December 31, December 31, 2006 2005 2004 2006 Investment income Total investment income $- $- $- $- Expenses Total expenses - - - - Net investment loss - - - - Realized and unrealized gain (loss) from investments and foreign currency Net gain on investments and foreign currency - - - - Net increase in net assets resulting from operations $- $- $- $- Net income per unit Limited partnership unit $- $- $- $- General partnership unit $- $- $- $-
F-4 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statement of Changes in Net Assets For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 Period From May 16, 2003 (Inception) to Year ended December 31, December 31, 2006 2005 2004 2006 Increase (decrease) in net assets from operations Net investment gain $- $- $- $- Net realized gains from investments and foreign currency transactions - - - - Net increase in unrealized appreciation from investments and translation of assets and liabilities in foreign currencies - - - - Net increase in net assets resulting from operations - - - - Capital share subscriptions - - - 2,000 Capital share redemptions - - - - Total increase in net assets - - - 2,000 Net assets at the beginning of the year 2,000 2,000 2,000 - Net assets at the end of the year $2,000 $2,000 $2,000 $2,000
F-5 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statements of Cash Flows For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 Period From May 16, 2003 (Inception) to Year ended December 31, December 31, 2006 2005 2004 2006 Cash Flows from Operating Activities Net increase in net assets resulting from operations $- $- $- $- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: (Increase) in reimbursable syndication costs (114,760) (20,707) - (115,817) (Increase) in prepaid operating costs (3,394) (434) (105) (3,956) Increase in accrued expenses 7,076 - - 7,076 Net cash (used in) operating activities (111,078) (21,141) (105) (112,697) Cash Flows from Financing Activities Increase in advances from related parties 111,001 19,650 - 111,001 Initial partner contribution - - - 2,000 Net cash provided by financing activities 111,001 19,650 - 113,001 Net increase (decrease) in cash and cash equivalents (77) (1,491) (105) 304 Cash at the beginning of the period 381 1,872 1,977 - Cash at the end of the period $304 $381 $1,872 $304 Non-Cash Financing Activities Reimbursable syndication costs paid by and owed to related parties $21,375 $24,253 $15,899 $126,094
F-6 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 1. Nature of the Business Providence Select Fund, Limited Partnership (the Fund) was formed on May 16, 2003 under the laws of the State of Delaware. The Fund expects to engage in high risk, speculative and hedge trading of futures and forward contracts, options on futures and forward contracts, and other instruments selected by registered commodity trading advisors (CTA's). However, the Fund will not commence business until at least $1,030,000 worth of partnership interests are sold. The maximum offering is $50,000,000. White Oak Financial Services, Inc. (White Oak) and Michael Pacult are the General Partners and commodity pool operators (CPO's) of the Fund. The initial CTA is expected to be NuWave Investment Corp., which will have the authority to trade as much of the Fund's equity as is allocated to it by the General Partner. The selling agent is Futures Investment Company (FIC), which is controlled by Michael Pacult and his wife. The Partnership is in the development stage and its efforts through December 31, 2006 have been principally devoted to organizational activities. 2. Significant Accounting Polices Regulation - The Fund is a registrant (effective September 12, 2005) with the Securities and Exchange Commission (SEC) pursuant to the Securities and Exchange Act of 1934 (the Act). The Fund is subject to the regulations of the SEC and the reporting requirements of the Act. The Fund will also be subject to the regulations of the Commodities Futures Trading Commission (CFTC), an agency of the U.S. government which regulates most aspects of the commodity futures industry, the rules of the National Futures Association and the requirements of various commodity exchanges where the Fund executes transactions. Additionally, the Fund will be subject to the requirements of futures commission merchants and interbank market makers through which the Fund trades. Offering Expenses and Organizational Costs - White Oak has incurred $261,561 and $125,426 in offering costs through December 31, 2006 and 2005, respectively. The Fund has agreed to reimburse White Oak and other affiliated companies for all offering expenses incurred up to the commencement of business after the twelfth month following the commencement of business. The commencement of business is contingent upon the sale of at least $1,030,000 of partnership interests. All costs after the commencement of business will be paid directly by the Fund. The organization costs for the Fund will be expensed as incurred by the general partner, White Oak, and are expected to be immaterial. Registration Costs - Costs incurred for the initial filings with Securities and Exchange Commission, National Association of Securities Dealers, Inc. and the states where the offering is expected to be made are accumulated, deferred and charged against the gross proceeds of offering as part of the offering expenses to be reimbursed to the General Partner after the twelfth month of operation following commencement of business. Registration costs incurred after the commencement of business, if any, will be charged to expense as incurred. F-7 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 2. Significant Accounting Polices, Continued Revenue Recognition - Forward contracts, futures and other investments are recorded on the trade date and will be reflected in the statement of operations at the difference between the original contract amount and the market value on the last business day of the reporting period. Market value of forward contracts, futures and other investments is based upon exchange or other applicable closing quotations related to the specific positions. Interest income is recognized when it is earned. Use of Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Income Taxes - The Fund is not required to provide a provision for income taxes. Income tax attributes that arise from its operations are passed directly to the individual partners. The Fund may be subject to state and local taxes in jurisdictions in which it operates. Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund will consider only money market funds to be cash equivalents. Net cash provided by operating activities includes no cash payments for interest or income taxes for the years ending December 31, 2006, 2005 and 2004. There were no cash equivalents as of December 31, 2006, 2005 and 2004. Foreign Currency - Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. 3. General Partner Duties The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, including suspending all trading, includes executing and filing all necessary legal documents, statements and certificates of the Fund, retaining independent public accountants to audit the Fund, employing attorneys to represent the Fund, reviewing the brokerage commission rates to determine reasonableness, maintaining the tax status of the Fund as a limited partnership, maintaining a current list of the names, addresses and numbers of units owned by each Limited Partner and taking such other actions as deemed necessary or desirable to manage the business of the Partnership. The Corporate General Partner has contributed $1,000 in cash for deposit to the capital of the Fund for a non-trading General Partnership interest in the Partnership. F-8 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 3. General Partner Duties, Continued If the net unit value of the partnership falls to less than 50% of the greater of the original $1,000 selling price, less commissions and other charges or such higher value earned through trading, then the General Partner will immediately suspend all trading, provide all limited partners with notice of the reduction in net unit value and give all limited partners the opportunity, for fifteen days after such notice, to redeem partnership interests. No trading shall commence until after the lapse of such fifteen day period. 4. The Limited Partnership Agreement The Limited Partnership Agreement provides, among other things, that- Capital Account - A capital account shall be established for each partner. The initial balance of each partner's capital account shall be the amount of the initial contributions to the partnership. Monthly Allocations - Any increase or decrease in the Partnership's net asset value as of the end of a month shall be credited or charged to the capital account of each Partner in the ratio that the balance of each account bears to the total balance of all accounts. Any distribution from profits or partners' capital will be made solely at the discretion of the General Partner. Federal Income Tax Allocations - As of the end of each fiscal year, the Partnership's realized capital gain or loss and ordinary income or loss shall be allocated among the Partners, after having given effect to the fees and expenses of the Fund. Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the general partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing subscription account and will be transferred to the Fund's account after the minimum to commence business has been raised and, thereafter, on the first business day of the month after the subscription is accepted. Interest earned on the subscription funds will accrue to the account of the investor. Redemptions - A limited partner may request any or all of his investment be redeemed at the net asset value as of the end of a month. Unless this requirement is waived, the written request must be received by the general partner no less than ten days prior to a month end. Redemptions will generally be paid within twenty days of the effective month end. However, in various circumstances due to liquidity, etc. the general partner may be unable to comply with the request on a timely basis. There will be a redemption fee commencing from the date of purchase of units of 3% during the first four months, 2% during the second four months, 1% during the third four months and no redemption fee after the twelfth month. F-9 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 5. Fees The Fund will be charged the following fees on a monthly basis as of the commencement of trading. A monthly management fee will be paid to the CTA based on the rate of trading assigned by the CTA and approved by the General Partner of up to 2.5% (annual rate) of the Fund's net assets allocated to the CTA to trade will be paid to the CTA. The Fund will pay the Corporate General Partner a fixed brokerage commission of 6%, from which the Corporate General Partner will pay the round turn commissions to the futures commission merchant. A quarterly incentive fee of 20% of "new trading profits" will be paid to each CTA and up to a 3% quarterly incentive fee will be paid to the Corporate General Partner. "New trading profits" includes all income earned by a CTA and expense allocated to his activity. In the event that trading produces a loss for a CTA, no incentive fees will be paid and all losses will be carried over to the following months until profits from trading exceed the loss. It is possible for one CTA to be paid an incentive fee during a quarter or a year when the Fund experienced a loss. After the Fund commences trading, the Fund will pay the selling agents a 3% continuing service fee based on the initial investment the first year. Each year thereafter, for so long as the investment remains in the Fund, the Fund will pay this fee at 1/4% monthly based on the net asset value of the investment. The General Partner has reserved the right to change the management fee and the incentive fee at its sole discretion. The total incentive fees may be increased to 27% if the management fee is eliminated. The Fund may also increase the management fees paid to the CTA's and general partner to 6% of total net assets if the total incentive fees are decreased to 15%. 6. Related Party Transactions Michael Pacult, the sole shareholder of White Oak has made an initial limited partner capital contribution in the Fund of $1,000. He is also the sole shareholder of Ashley Capital Management, Inc. (the general partner of another commodity fund), which along with the shareholder, has temporarily funded the syndication costs incurred by the Fund to date. In Accordance with Financial Accounting Standards Board Interpretation No. 46(R), Consolidation of Variable Interest Entities, a variable interest entity relationship exists between White Oak and the Fund. Financial Accounting Standards Board Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, identifies certain disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. In the normal course of business, the Fund has provided general indemnifications to the General Partner, its CTA and others when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop an estimate for future payments resulting from hypothetical claims, but expects the risk of having to make any payments under these indemnifications to be remote. F-10 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 6. Related Party Transactions, Continued The Fund has received advances from four related parties: White Oak Financial Services, Inc., general partner of Providence Select Fund, LP, Ashley Capital Management, Inc., Futures Investment Company, the introducing broker and Michael Pacult, president of Futures Investment Company, White Oak Financial Services, Inc. and Ashley Capital Management, Inc. The Fund has the following advances due to related parties at December 31, 2006 and 2005: December 31, 2006 2005 Futures Investment Company $64,105 $833 Ashley Capital Management, Inc. 62,355 20,450 Michael Pacult 46,650 19,650 White Oak Financial Services, Inc. 83,635 83,436 Total advances due to related parties $256,745 $124,369 These advances are to help pay for various costs, including operating and start-up costs, and are recorded as due to related party. The balance is usually paid back within a year from the start of trading or when the Fund is financially capable of repaying the advance. These amounts bear no interest or due dates and are unsecured. 7. Partnership Unit Transactions As of December 31, 2006, 2005 and 2004 partnership units were valued at $1,000. Transactions in partnership units were as follows: Units Amount 2006 2005 2004 2006 2005 2004 Limited Partner Units Subscriptions - - - $- $- $- Redemptions - - - - - - Total - - - - - - General Partner Units Subscriptions - - - - - - Redemptions - - - - - - Total - - - - - - Total Units Subscriptions - - - - - - Redemptions - - - - - - Total - - - $- $- $- 8. Concentrations The Fund will maintain all of its initial subscription deposits with a commercial financial institution. In the event of the financial institution's insolvency, recovery of Fund deposits may be limited to account insurance or other protection afforded deposits by the institution. F-11 Providence Select Fund, Limited Partnership Affirmation of the Commodity Pool Operator For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 ***************************************************************************** To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete. /s/ Michael Pacult July 3, 2007 Michael Pacult Date President, White Oak Financial Services, Inc. General Partner Providence Select Fund, Limited Partnership F-12 EX-31 3 p10ka070307ex3101.txt Exhibit 31.01 CERTIFICATION I, Michael Pacult, do hereby certify that: 1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Providence Select Fund, Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ Michael Pacult Michael Pacult Date: July 3, 2007 EX-32 4 p10ka070307ex3201.txt EXHIBIT 32.01 CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER I, Michael Pacult, the Chief Executive Officer and Chief Financial Officer of White Oak Financial Services, Inc. as General Partner of Providence Select Fund, LP, certify that (i) the Amendment No. 1 to Form 10-K for the year ended December 31, 2006 of Providence Select Fund, LP fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Amendment No. 1 to the Form 10-K for the year ended December 31, 2006 fairly presents, in all material respects, the financial condition and results of operations of Providence Select Fund, LP. PROVIDENCE SELECT FUND, LP By: White Oak Financial Services, Inc., General Partner By: /s/ Michael Pacult Michael Pacult Chief Executive Officer & Chief Financial Officer Date: July 3, 2007 CORRESP 5 filename5.txt 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 July 3, 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 for the year ended 12/31/2006 Filed on 4/2/2007 File No. 333-108629 Dear Ms. Van Doorn, We have reproduced below the comments provided in your letter to the Issuer of June 25, 2007, and have supplied responses immediately following each of the comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006 Item 9A. Controls and Procedures, page 7 1. We have read your response to comment one. Tell us how the changes to your disclosure controls and procedures impacted your evaluation of the effectiveness of their design and operation. D/N/T: Their response alludes to changes in the disclosure controls and procedures, but does not state how these changes impacted their evaluation into the effectiveness of the design and operation of their disclosure controls and procedures. Response: The Fund has finalized its revision to Section 9A in the 10-K amendment filed concurrently with this letter, as follows: In the Fund's previously-filed Annual Report on Form 10-K for the year ended December 31, 2006 (the "Annual Report"), the General Partner of the Fund, under the actions of its sole principal, Michael Pacult, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of December 31, 2006 and found them adequate. In May, 2007, management was informed by the SEC that its financials did not conform to SEC requirements because (1) the financials contained only two, and not three, years of 1 financial information and inception to date for the statements of operations, changes in net assets, and cash flows, and (2) the audit opinion did not cover all financial periods stated. Because of these omissions, management has re- evaluated its prior conclusion regarding the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2006 with respect to the Fund. Based upon Mr. Pacult's re-evaluation, conducted under Exchange Act Rules 13a-15 or 15d-15(e), he concluded that the omissions were caused by a personnel problem, were the result of obvious human error and lack of attention to detail, and that the Fund's disclosure controls and procedures were accordingly not effective to prevent or catch this type of error as of December 31, 2006. To remediate the situation, Mr. Pacult has severely reprimanded those persons who prepared and reviewed the financial statements included in the Annual Report. Mr. Pacult accepts total responsibility for the financial statements of the Fund and filings made with the SEC, including the Annual Report and this Amendment. There have been no changes in the General Partner's internal controls over the financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter of fiscal year 2006 and through the date of this Amendment that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. 2. We have read your responses to comments two and three and will monitor your amendment for compliance. Response: We are filing the 10-K amendment concurrently with this letter. Note 2 - Significant Accounting Policies Offering Expenses and Organizational Costs. page F-7 3. We have read your response to comment four. We have read your response to comment five. The capitalization of these expenses is inconsistent with both SOP 98-5 and SAB Topic 5A. Revise your financial statements accordingly to expense organizational costs as incurred and to expense offering costs in the period following effectiveness. Response: The Fund cleared the Commission's review of its registration statement and prospectus with the provision that offering expenses would be deferred until the thirteenth month following the commencement of business and would be paid without interest. This was clearly stated in both text and tabular format in the main body of the prospectus, as well as the financial statements contained therein. By its letter to the Fund dated January 19, 2005, the Commission issued the following comment regarding organizational and offering expenses: 2 7. The disclosure throughout the filing relating to the "Charges to the Fund" suggests that the item "Reimbursable syndication costs" presented on the balance sheet includes organizational costs. Revise to clarify as appropriate. Also, disclose your accounting policy for organizational costs. Refer to SOP 98-5. The Fund responded with "The organization costs for the fund will be expensed as incurred by the corporate general partner, White Oak, and are expected to be immaterial." By its letter to the fund dated February 11, 2005, the Commission issued this follow-up comment: 4. Your response to comment 7 does not address directly or completely our request for revised disclosure relating to "Reimbursable syndication costs." If this item includes organizational costs, you should revise the financial statements of the Fund to expense them, and revise this note and the disclosure elsewhere in the filing accordingly. Also, disclose the Fund's accounting policy for organizational costs. Refer to SOP 98-5." The Fund responded with "We have revised the financials to comply." No subsequent comment letter issued by the Commission involved the Fund's organizational or offering expenses. Accordingly, the Fund believed that the Commission's application of SOP 98-5 to the Fund's financial statements was complete and that, upon effectiveness, the Commission's application of all financial regulations to the Fund's financial statements would not change, specifically, the reimbursement of offering expenses beginning in the thirteenth month. SAB Topic 5A states, "Specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering." This does not prohibit the Fund from deferring offering expenses to a time after effectiveness, especially when the deferral is in the interest of the investor. To now require the Fund to expense offering costs in the period following effectiveness will materially change the terms upon which the limited partners were sold units in the Fund. It will also immediately reduce the amount of capital available for investment to reduce the possible recapture of the expenses through trading income, a possibility the Unit purchasers were not given the opportunity to factor into their investment decision. It would be inconsistent with the announced purpose of Commission oversight to force the Fund to change its payment of expenses to the detriment of the investors. The Fund respectfully requests that the Commission allow it to perform consistent with the terms of the offering made to its Unit holders. We offer the following excerpts from filings of other commodity pools that we believe support our request for relief by the Fund from the adverse effect of the 3 comment that offering expenses be expensed in the period following effectiveness. Emphasis is ours. ROGERS INTERNATIONAL RAW MATERIALS FUND LP 2001 10-K http://sec.gov/Archives/edgar/data/1118384/000095013702001527/c68285e10-k.txt Organizational Costs for the Fund equaled $364,698. These costs are being amortized over the three-month period beginning November 2001. These costs include legal fees, accounting fees and printing costs. SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P. 2000 10-K http://sec.gov/Archives/edgar/data/1095007/000109500701000008/0001095007-01- 000008-0001.txt Offering and organization expenses of approximately $750,000 relating to the issuance and marketing of the Partnership's Units offered were initially paid by SSB. These costs are being reimbursed to SSB by the Partnership in 24 equal monthly installments (together with interest at the prime rate quoted by J.P. Morgan Chase & Co.). For the period ended December 31, 2000, $193,011 of these costs have been reimbursed to SSB, by the Partnership. In addition, the Partnership has recorded interest expense of $37,267, for the period ended December 31, 2000 which is included in other expenses. The remaining liability for these costs due to SSB of $556,989 (exclusive of interest charges) will not reduce redemption/subscription value per Unit for any purpose (other than financial reporting), including calculation of advisory and brokerage fees. UBS MANAGED FUTURES LLC (ASPECT SERIES) March, 2007 10-Q http://sec.gov/Archives/edgar/data/1373179/000090514807003764/efc7- 1416_form10q.txt The Sponsor paid all expenses incurred in connection with the organizational and initial offering of the Units at the Series level. As described in the Disclosure Document, the Series is reimbursing the Sponsor for these costs and the unreimbursed costs as of March 31, 2007 are recorded in accrued organizational and the initial offering costs on the Condensed Statements of Financial Condition. For financial reporting purposes in conformity with U.S. generally accepted accounting principles, the Series expensed the total organizational costs of $208,820 when incurred and deducted the initial 4 offering costs of $119,732 from members' capital as of March 16, 2007 (the date of commencement of operations of the Series). For all other purposes, including determining the net asset value per Unit for subscription and redemption purposes, the Series amortizes organizational and initial offering costs over a 60 month period (the "net asset value for all other purposes" or the "net asset value per Unit for all other purposes"). THE PRICE FUND I, L.P. 2003 10-K http://sec.gov/Archives/edgar/data/1162725/000119312504053759/d10k.htm In addition, the Partnership will pay Price Futures Group 0.5 percent of the purchase price of each limited partnership unit sold for syndication costs incurred by Price Futures Group, subject to increase to 1 percent at the discretion of the General Partner. These syndication costs, which are related to the issuance of limited partnership units, will be charged to partners' capital upon the issuance of such units. As of December 31, 2003, Price Futures Group had incurred syndication costs, comprised of legal and accounting fees and marketing expenses, of approximately $445,669 (2002 - $306,000). CAMPBELL STRATEGIC ALLOCATION FUND, L.P. 2004 10-K http://sec.gov/Archives/edgar/data/910467/000095013305001327/w07151e10vk.htm Campbell & Company, Inc. (Campbell & Company) has incurred all costs in connection with the initial and continuous offering of units of the Fund (offering costs). The Fund's liability for offering costs is limited to the maximum of total offering costs incurred by Campbell & Company or 2.5% of the aggregate subscriptions accepted during the initial and continuous offerings; this maximum is further limited by 30 month pay-out schedules. The Fund is only liable for payment of offering costs on a monthly basis as calculated based on the limitations stated above. At December 31, 2004, the Fund reflects a liability in the statement of financial condition for offering costs payable to Campbell & Company of $2,230,619. The amount of monthly reimbursement due to Campbell & Company is charged directly to partners' capital. POWERSHARES DB COMMODITY INDEX TRACKING FUND 2006 10-K http://sec.gov/Archives/edgar/data/1328239/000119312507066062/d10k.htm In addition to the upfront selling commissions, expenses incurred in connection with organizing the Fund, the initial offering of the Limited Shares and the continuous offering of Limited Shares after the commencement of the Master Fund's trading operations were paid by the Managing Owner. These were subject to reimbursement by the Master Fund, without interest, in 5 36 monthly payments during each of the first 36 months after the commencement of the Master Fund's trading operations or following the month in which such expense was paid after operations had commenced. 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. 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