ITEM 1. BUSINESS
The Price Fund I, L.P. (“Partnership”) was organized as a limited partnership on October 5, 2000 in the State of Delaware. The offices of the Partnership are located c/o Price Asset Management, Inc., 141 West Jackson Boulevard, Suite 1340A, Chicago, Illinois 60604, and the Partnership’s telephone number is (312) 264-4300.
The Partnership’s objective is to achieve capital appreciation through speculative trading of futures contracts, options on futures contracts and forward contracts by independent trading advisors. Investment in the Partnership may provide investors an opportunity to diversify a portfolio of traditional investments consisting of stocks and bonds.
The general partner (“General Partner”) of the Partnership is Price Asset Management, Inc., an Illinois corporation that is wholly owned by Walter Thomas Price III. The General Partner administers the business and affairs of the Partnership. The General Partner is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and a commodity trading advisor and is a member of the National Futures Association (“NFA”). The General Partner’s main business office is located at 141 West Jackson Boulevard, Suite 1340A, Chicago, Illinois 60604, and its telephone number is (312) 264-4300.
The General Partner has chosen one or more trading advisors that are responsible for making trading decisions on behalf of the Partnership and has allocated funds to these advisors. Consistent with its fiduciary duties to the limited partners, the General Partner may modify its allocation among the trading advisors or select new advisors at any time. The trading advisors to whom the Partnership anticipates making allocations over time are Abraham Trading Co., Ascendia Capital Management, LLC, Clarke Capital Management, Inc., Rohrs and Company, LLC, Smith Point Investments, Ltd., Brandywine Asset Management, Inc., Marathon Capital Growth Partners, LLC and NuWave Investment Corporation. Although the allocations effective at any particular time are subject to change, the Partnership has the following approximate investment composition as of December 31, 2005: 28% of its assets with Marathon Capital Growth Partners, LLC, 29% with Clarke Capital Management, Inc., 15% with Smith Point Investments, Ltd and 28% invested in U.S. Treasury Bills or held in cash. There is no minimum period of time during which these advisors will necessarily trade for the Partnership.
The General Partner selects commodity programs for the Partnership considering both qualitative factors and quantitative measures. These factors and measures are used to evaluate a commodity trading advisor’s ability to generate returns after considering such variables as risk management approach, market diversification and leverage.
The initial trading advisors selected by the General Partner, and any trading advisors that the General Partner may select in the future, are expected to rely principally on technical analysis. However, the General Partner may select advisors in the future that do not use technical analysis or use it only minimally.
ITEM 2.
ITEM 2. PROPERTIES
The Partnership does not use any physical properties in the conduct of its business. Its assets currently consist of futures and other contracts and cash.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The General Partner is unaware of any material legal proceedings to which the Partnership is a party or to which any of its assets are subject.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of limited partners during fiscal year 2005.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S LIMITED PARTNERSHIP UNITS AND RELATED PARTNER MATTERS
There is no established market for the Partnership units. The units are offered on a best efforts basis by both representatives of the General Partner and certain broker-dealers, including Uhlmann Price Securities, LLC. An offering on a best efforts basis is one in which the securities dealers participating in the offering are under no obligation to purchase any of the securities being offered and, therefore, no specified number of securities are guaranteed to be sold and no specified amount of money is guaranteed to be raised.
The net proceeds of the offering, after deducting the subscription fee, is managed by the General Partner including allocating a portion to the trading advisors which the General Partner has chosen. Trading account assets are used to satisfy minimum margin requirements for the Partnership’s unrealized futures positions. Consistent with the Commodity Exchange Act, all of the assets of the Partnership are maintained in cash and segregated customer funds, except assets, if any, committed as margin on some non-United States futures and option transactions. The Partnership’s trading account assets which are not committed as margin may be invested in U.S. Treasury securities.
The Partnership has not paid any dividends nor does it intend to do so. The Partnership does not have securities authorized for issuance under any equity compensation plans. The following table shows for the periods indicated the high and low sales prices for units.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Cash flows used in operating activities were used primarily to purchase U.S. Treasury securities. The remaining cash was provided by realized trading gains and interest and was used for operating expenses net of any payables and receivables.
Cash flows provided by financing activities were from the sale of Partnership units, net of any subscription fees paid and any subscriptions receivable, and reduced by redemptions of Partnership units.
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 interest positions of the Partnership at the same time, the Partnership could experience substantial losses.
In addition to market risk, in entering into futures and forward contracts there is a credit risk that a counter-party 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 settlement prices or at dealers’ 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 7.
ITEM 7. 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 December 31, 2005, subscriptions totaling $2,242,063 had been accepted and redemptions over the same period totaled $689,914.
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 2005:
The Partnership was unprofitable in January with the majority of losses occurring in the grains and grain complex. Positions in soybeans, soybean meal and corn generated losses which were offset partially by gains in the wheat market.
In the financial markets, losses occurred in Eurodollars and Treasury Bonds following news releases by the Federal Reserve Board. Currency positions produced mixed results after an abrupt rally in the U.S. Dollar.
For January, the Partnership lost 2.73%.
Partnership Results for February 2005:
Partnership performance was essentially unchanged in February, despite dramatic price reversals in certain markets. The Partnership was strongly non-correlated with traditional securities portfolio benchmarks and avoided significant impact from a series of global events, including news that South Korea was planning to diversify its currency holdings, new high prices in crude oil futures and a CPI report that failed to confirm inflationary concerns.
For the month, the Partnership lost 0.37%.
Partnership Results for March 2005:
Profits in fixed income and crude oil positions offset small losses in foreign currencies. U.S. economic reports pushed interest rates higher, producing the largest returns for the month. Gains in long crude oil positions helped mitigate losses in Euro, British pound and Australian dollar positions resulting from volatility in the U.S. dollar.
For March, the Partnership gained 0.47%.
For the first quarter 2005 the Partnership’s compounded rate of return was -2.64%.
Partnership Results for April 2005:
The Partnership was unprofitable in April, with losses in certain sections of the commodity markets slightly exceeding profits for the month, following an overall market lacking any sustained trends.
For April, the Partnership lost 0.52%.
Partnership Results for May 2005:
The Partnership posted sharp gains in May, primarily as a result of a reversal in the value of the U.S. dollar, the increased strength of U.S. interest rate contracts and a rally in the grain markets. May gains were also influenced by (i) increasing U.S. short-term interest rates relative to short positions held by the Partnership in Swiss francs and the Euro currency, (ii) weakening European indicators, including France’s rejection of a proposed European constitution, (iii) increased overall domestic (U.S.) economic growth, and (iv) a boost in near term soybean prices coupled with the Partnership’s long positions in that commodity.
For May, the Partnership gained 7.98%.
Partnership Results for June 2005:
Partnership performance held steady in June, paced by continuing profits in energy and currency holdings, but offset by weak results in the interest rate and grain sectors. As in May, worries over the economic state of the European Union kept downward pressure on the Swiss franc and Euro currency, resulting in Partnership profits in this sector, together with Partnership profits in the heating oil and natural gas contract sectors. Small losses were incurred in the grain markets, with large down moves in the prices of soybeans, corn and wheat.
For June, the Partnership gained 0.30%.
For the second quarter of 2005, the Partnership’s compounded rate of return was 7.75%.
Partnership Results for July 2005:
The Partnership was unprofitable in July, with similar trading results compared to those of June. Partnership gains from long dollar trades, together with additional positive contributions from the energy and metals markets were slightly offset by Partnership losses from investments in the fixed income and interest rate markets.
For July, the Partnership lost 0.08%
Partnership Results for August 2005:
The Partnership was unprofitable in August, with losses from investments in currencies and interest rates outpacing positive Partnership returns in metals.
For August, the Partnership lost 1.24%
Partnership Results for September 2005:
The Partnership was unprofitable in September with trading losses again occurring in the currency and interest rate markets, which were extremely volatile during the month due to what, in the opinion of the General Partner, was an unexpected increase in the Prime Lending Rate by the Federal Reserve, given the occurrence of Hurricane Katrina. The Partnership was able to offset some of its losses in these markets with its investments in energy and metals futures. Gains principally occurred in the natural gas, gold and copper markets due in large part to what the General Partner considered to be a perceptible increase in demand for these commodities in the aftermath of Hurricane Katrina.
For September, the Partnership lost 1.29%.
For the third quarter of 2005, the Partnership’s compounded rate of return was -2.59%.
Partnership Results for October 2005:
The Partnership was profitable in October, posting gains from its short positions in 10-year and 5-year notes as a result of a yield increase. Profits were also achieved in coffee, copper, and the Japanese yen, following the increase of the U.S. dollar to a near 25 year high versus that currency. Offsetting these gains were trades in natural gas and heating oil, with long positions in each suffering losses after supply and refinery disruptions were unable to sustain higher prices. The General Partner believes that the effects of higher prices stemmed the demand for gasoline as inventories held steady, and that warmer than anticipated fall weather reduced the need for natural gas usage early in the heating season, precipitating a 16% fall in the price of that commodity since the start of the month
For the month, the Partnership gained 0.98%.
Partnership Results for November 2005:
The Partnership was unprofitable in November, with credit markets dampening an otherwise profitable month for the Partnership. Specifically, yield on 10-year and 5-year notes initially rose after the Fed’s early-month interest rate increase, but 10 year yields declined on what the General Partner believed to be investor anxiety about a flattening yield curve. Perceived investor expectation of a 13th consecutive Fed interest rate increase drove yields up at the end of the month, reflecting the overall volatility of the market. Profits were experienced in the British pounds, Japanese yen, Euro currency, Canadian dollars and Swiss francs, due to the General Partner’s estimation to repatriation of U.S. dollars by U.S. corporations from their foreign operations. Partnership profits were also increased by profits in metals and crude oil markets, with gold and copper experiencing continued gains, as well as falling crude oil prices benefiting the Partnership.
For the month, the Partnership lost 1.66%.
Partnership Results for December 2005:
The Partnership was unprofitable in December, with losses in certain sectors of the commodity markets exceeding profits for the month, following an overall market lacking any sustained trends.
For the month, the Partnership lost 2.54%.
For the fourth quarter 2005, the Partnership’s compounded rate of return was -3.22%.
For the year ended December 31, 2005, the Partnership incurred a compounded loss of 1.12%.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTRODUCTION
Past Results 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.
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 an 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 December 31, 2005.
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.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements of The Price Fund I, L.P. are included in Item 8:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners of
The Price Fund I, L.P.
We have audited the accompanying statements of financial condition of The Price Fund I, L.P. (the “Partnership”) as of December 31, 2005 and 2004, including the schedules of investments as of December 31, 2005 and 2004, and the related statements of operations, changes in partners’ capital and financial highlights for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 The Price Fund I, L.P. as of December 31, 2005 and 2004, and the results of its operations, changes in partners’ capital and financial highlights for each of the three years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States.
Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
March 6, 2006
The Price Fund I, L.P.
Statements of Financial Condition as of December 31, 2005 and December 31, 2004
See accompanying notes to financial statements.
The Price Fund I, L.P.
Schedule of Investments as of December 31, 2005
See accompanying notes to financial statements.
The Price Fund I, L.P.
Schedule of Investments as of December 31, 2004
See accompanying notes to financial statements.
The Price Fund I, L.P.
Statements of Operations for the Years Ended December 31, 2005, December 31, 2004 and December 31, 2003
See accompanying notes to financial statements.
The Price Fund I, L.P.
Statements of Changes in Partners’ Capital for the Years Ended December 31, 2005, December 31, 2004 and December 31, 2003
Unit data cannot be provided for any periods prior to 2004 as the Partnership had not yet commenced operations.
The information presented for the year ended December 31, 2003 is for the General Partner’s capital only as no limited partners were admitted to the Partnership prior to the first quarter of 2004.
See accompanying notes to financial statements.
The Price Fund I, L.P.
Financial Highlights for the Years Ended December 31, 2005, December 31, 2004, and December 31, 2003
Per Unit Performance
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. Ratios for the year ended December 31, 2003 can not be presented as the Partnership did not commence trading until the first quarter of 2004.
See accompanying notes to financial statements.
The Price Fund I, L.P.
Notes to the Financial Statements
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.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
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 period. The unrealized gain or loss on these contracts has 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. 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 market value of the commodity futures contracts is based upon the most recent available settlement prices on the appropriate commodity 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.
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.
The Price Fund I, L.P.
Notes to the Financial Statements
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 total 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. The trading advisors, as selected by the General Partner and described in the Registration Statement, charged the Partnership management fees up to 2 percent per annum (based on assets managed) and quarterly incentive fees of up to 20 percent of new trading profits, as defined. Effective January 1, 2006, the quarterly incentive fees earned by the trading advisors may be up to 30% of new trading profits dependent upon the agreement with each trading advisor.
The General Partner receives a portion of the incentive fee assessed by certain advisors. However, this fee is payable by the advisor to the General Partner and is not an obligation of or payable by the Partnership. Incentive fees paid by the advisors to the General Partner for the year ended December 31, 2005 and 2004 amounted to $2,355 and $3,801 respectively.
The Partnership has advanced amounts to the General Partner for sales fees due relating to units sold. The balance owed to the Partnership as of December 31, 2005 and 2004 amounted to $8,986 and $3,905, 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 pays Price Futures Group 1 percent of the purchase price of each limited partnership unit sold for syndication costs incurred by Price Futures Group. These syndication costs, which are related to the issuance of limited partnership units, are charged to partners’ capital upon the issuance of such units.
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% 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 selling agents beginning twelve months after that unit has been outstanding. The trailing commission is equal to 3 percent of the net asset value of a unit. Effective January 1, 2006, the trailing commission for each unit sold was reduced to 2 percent 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 December 31, 2005, 1,241 units qualified for the trailing commissions. As of December 31, 2004, no units qualified for the trailing commissions.
The Price Fund I, L.P.
Notes to the Financial Statements
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:
Note 3 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. 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 and U.S. Government obligations at the clearing broker are 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.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. 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 annual 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 9B.
ITEM 9B. OTHER INFORMATION
There was no information required to be disclosed on a Form 8-K during the quarter ended December 31, 2005.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of Price Asset Management, Inc., general partner and commodity pool operator of the Partnership, are as follows:
Name
Age
Title
Walter Thomas Price III
Chairman, President and Director
Allen D. Goodman
Chief Financial Officer
Scott R. Baldwin
Executive Vice President and Director
Walter Thomas Price III, is the co-chairman, president, director and sole shareholder of the General Partner and an Investor in Uhlmann Price Securities and has been the President and CEO of The Price Futures Group since June 1995. Mr. Price has been involved in the securities, cash commodities and commodity futures markets for more than 40 years as both a trader for his own account and as a broker. He is President, a registered principal, and associated person of Price Capital Markets Inc., with which he has been affiliated since February 1997. At Price Capital Markets, Mr. Price is ultimately responsible for overseeing all trading decisions. He is a graduate of the University of Texas and is also a licensed NASD principal and NFA principal.
Allen D. Goodman is the chief financial officer of the General Partner, which he joined in March 2001. From January 2000 to March 2001, he served as founder and president of Financial Products, Ltd., a management consulting firm specializing in financial process reengineering. From February 1999 to January 2000, he worked as a management consultant for Via International, preceded by service as a business valuation consultant for BDO Seidman LLP from May 1997 to February 1999. Prior to that, from February 1995 to May 1997, he founded and managed Exclusively Gourmet, Inc., a specialty food and confections brokerage company. Mr. Goodman holds a B.A. degree from the University of Wisconsin and a M.S.A. in Accounting from DePaul University.
Scott R. Baldwin is executive vice president and director of the General Partner, which he joined in November 2000. Scott Baldwin has been associated with the securities and futures industry for over two decades.
His expertise has been in trading and investing in managed funds, client relations and risk management. Mr. Baldwin graduated with a B.A. from the Northern Illinois University School of Journalism in 1979. In 1984, Mr. Baldwin became an independent member of the CBOT and founded a brokerage execution and consulting business, Scott Baldwin Futures Group. In 1997, he founded SRB Capital Management, a registered commodity trading advisor and commodity pool operator. Mr. Baldwin also serves as an advisor to two private investment funds and is a licensed NASD securities representative and registered NFA principal. Mr. Baldwin is involved in the research and development of the managed investment sector for the General Partner, and his responsibilities also entail consultation, marketing, and syndication.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the rules governing the requirements of filing Forms 3, 4, and 5 pursuant to Section 16(a) of the Exchange Act, the Partnership has determined that Walter Thomas Price III, Chairman, President and Director of the General Partner, Scott R. Baldwin, Executive Vice-President and Director of the General Partner and Allen D. Goodman, Chief Financial and Principal Accounting Officer of the General Partner are each late in filing a Form 3.
Audit Committee Financial Expert
Because the Partnership has no employees, officers or directors, it has no audit committee. The Partnership is managed by Price Asset Management, Inc., its general partner. Allen Goodman serves as the Price Asset Management’s “audit committee financial expert.” Mr. Goodman is not independent of the management of Price Asset Management, Inc. which is a privately owned Corporation that has no independent directors.
Code of Ethics
The Partnership has no employees, officers or directors and is managed by its general partner, Price Asset Management, Inc, which has adopted an Executive Code of Ethics that applies to its principal executive officer and principal financial and accounting officer. A copy of this Executive Code of Ethics may be obtained at no charge by written request to Price Asset Management, Inc, 141 W. Jackson Blvd., Suite 1340A, Chicago, Illinois 60604 or by calling 312-264-4300.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
See the notes to the financial statements incorporated above for a description of management fees paid to the General Partner.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Title of Class
Name of Beneficial Owner
Amount and
Nature of Beneficial Ownership
Percent of Class
Limited Partnership Units
Walter T. Price
24.375 Units in direct ownership investment; 298.50 Units beneficially owned through Price Asset Management, Inc.
20.84%
Limited Partnership Units
Scott R. Baldwin
32.318 Units in direct ownership investment.
2.09%
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from the information contained in Item 7, Operating Expenses.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) Audit Fees. The aggregate fees billed and anticipated to be billed for each of the last two fiscal years for professional services rendered by Altschuler, Melvoin and Glasser LLP (the “Firm”) for the audit of the Partnership’s annual financial statements, review of financial statements included in the Partnership’s regulatory filings and other services normally provided in connection with regulatory filings or engagements are as follows:
(2) Audit-Related Fees. None. The Firm has a continuing relationship with RSM McGladrey, Inc. (“RSM”) from which it leases auditing staff who are full time, permanent employees of RSM and through which its partners provide non-audit services. As a result of this arrangement, the Firm has no full time employees and therefore, none of the audit services performed were provided by permanent full-time employees of the Firm. Prior to October 1, 2005, the Firm had a similar relationship with American Express Tax and Business Services, Inc. (“TBS”). Effective October 1, 2005 TBS was acquired by RSM. The Firm manages and supervises the audit and audit staff, and is exclusively responsible for the opinion rendered in connection with its examination.
(3) Tax Fees. Tax compliance services for the year ended December 31, 2004 was provided by TBS. For the year ended December 31, 2005, tax compliance services are to be provided by RSM. See Item 14.(2) above. Amounts billed by TBS relating to the year ended December 31, 2004 and by RSM relating to the year ended December 31, 2005 are as follows:
(4) All Other Fees. None. See Item 14.(2) above.
(5) Not Applicable.
(6) See Item 14.(2) above.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents filed as a part of the report:
(1) Financial Statements: See Index to Financial Statements under Item 8 of this report.
(2) Financial statement schedules: No additional schedules are required.
(3) Exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference.
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 March 31, 2006.
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
EXHIBIT INDEX