UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 THE BRAMWELL FUNDS, INC. ------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- Bramwell FUNDS[LOGO] Semi-Annual Report December 31, 2005 BRAMWELL GROWTH FUND BRAMWELL FOCUS FUND The Bramwell Funds, Inc. 1-800-BRAMCAP 1-800-272-6227 WWW.BRAMWELLFUNDS.COM [PHOTO] ELIZABETH R. BRAMWELL, CFA PRESIDENT AND CHIEF INVESTMENT OFFICER "FOCUSED ON THE FUTURE, GUIDED BY THE PAST" This page intentionally left blank. Bramwell FUNDS [LOGO] DEAR FELLOW SHAREHOLDERS: INVESTMENT RESULTS - QUARTER ENDED DECEMBER 31, 2005 In the December quarter, the BRAMWELL GROWTH FUND rose 2.16% to $19.10 net asset value per share and the BRAMWELL FOCUS FUND declined (0.49)% to $10.10 net asset value per share compared to a 2.09% increase for the S&P 500(R) Stock Index. For the calendar year, the Growth Fund rose 4.99% after payment of a $1.720 long-term capital gain on November 7th. The Focus Fund, which paid no dividends in 2005, gained 2.54%. The S&P 500(R) Stock Index rose 4.91%. See tables for further historical performance. Growth began to outperform value in the second half of the calendar year. The Growth Fund received a 4-Star Overall Morningstar RatingTM (HHHH) in the U.S. domiciled Large Growth category as of December 31, 2005 as well as 2 stars for the 3-year period and 4 stars for the 5- and 10-year periods when rated against 1,353, 1,065 and 370 Large Growth funds, respectively. The Focus Fund received a 3-Star Overall Morningstar RatingTM (HHH) in the United States Large Growth category as of December 31, 2005 as well as 2 stars for the 3-year and 4 stars for the 5-year periods when rated against 1,353 and 1,065 Large Growth funds, respectively.(a) Fund performance was strong in January. The Growth Fund increased 4.45% and the Focus Fund rose 5.94% compared to a gain of 2.68% for the S&P 500(R) Stock Index. COMMENTARY The financial services sector was the most important contributor to the Growth Fund's performance in the December quarter followed by retailing and industrial products. Outperforming stocks were J.C. Penney, FedEx, Blackrock, UnitedHealth Group, Medtronic, Praxair, Cheesecake Factory, Schlumberger, Gilead Sciences and General Electric. Energy was the poorest performing sector as investors took profits after a year of exceptional gains. The poorest performing stocks in the quarter were ExxonMobil, Dell, Stryker, ITT Industries and ConocoPhillips. (a)For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating(TM) based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. The Overall Morningstar Rating(TM) for a fund is derived from a weighted average of the performance figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating(TM) metrics. Morningstar ratings are proprietary and are not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. (C) 2006 Morningstar, Inc. All Rights Reserved. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] Heavy equipment, restaurants and financial services were the most important contributors to the Focus Fund's performance in the December quarter. Outperforming stocks were Joy Global, Cheesecake Factory, CIT Group, Automatic Data Processing and Medtronic. Energy was the poorest performing sector, as it was for the Growth Fund, as investors took profits. The poorest performing stocks in the quarter were Devon Energy, Patterson-UTI Energy and Stryker. Both Funds may hold the same stocks but have different weightings. The Focus Fund, by virtue of its concentrated portfolio of 20-30 stocks, is more sensitive to price movements and portfolio weightings of a given sector or individual stock. OUTLOOK We anticipate that the United States economy will continue to grow some 3% driven by investment spending on infrastructure, plant and productivity-improving equipment. We expect interest rates to peak by mid-year as the Federal Reserve brings the Fed Funds rate to 4.5-5.0% and to stay at that level for some time to come. Inflation should stay in check as more supplies are forthcoming in response to higher prices. We expect that consumer spending will be somewhat restrained by higher fuel and gasoline costs as well as higher interest rates and have adjusted our exposure to consumer stocks accordingly. However, the number of people employed continues to increase and the number of persons reaching thirty years of age increases the demand for housing over time. A whole range of new electronic consumer products from enhanced mobile phones to large-screen digital television screens is likely to attract an increasing share of the consumer dollar. We look for global growth of 3% or more in 2006 and for the standard of living to continue to increase in emerging countries. Overall demand for a broad range of products from basic materials to technology should benefit. Globally positioned companies should do especially well. An increasing number of U.S. companies derive more than half of their sales internationally so that equity investment in U.S.-domiciled companies with global presence provides a way to participate in global growth as well as growth in the United States. Areas of specific opportunity include engineering and infrastructure-related companies which we believe could benefit from multiyear increased demand. We look for oil drillers and basic material producers to do well. Financial services, brand name consumer goods, healthcare and communication products of all forms should all benefit from higher demand. Ideally, we prefer companies that have leading market shares in their respective industries and financial strength. We believe that earnings growth is the key metric for stock market performance and a sustained period of global growth would be especially beneficial to equities. Valuations appear attractive for the overall market as well as for our two Funds for which price/earnings ratios are only slightly higher than their estimated 16% growth rates. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] STRATEGIC TRANSACTION In January, Bramwell Capital Management, Inc., the Adviser to the Bramwell Funds, and Sentinel Asset Management, Inc. reached an agreement for Sentinel to acquire substantially all of the assets of Bramwell Capital Management contingent on approval by the Bramwell Fund shareholders of the Agreement and Plan of Reorganization. The Board of Directors of the Bramwell Funds has proposed (1) that the Bramwell Growth Fund be combined with the newly formed Sentinel Capital Growth Fund and (2) that the Bramwell Focus Fund be combined with the newly formed Sentinel Growth Leaders Fund, each in a tax-free reorganization. If the shareholders of the Bramwell Growth and Focus Funds approve the applicable reorganizations, they will become shareholders of the Sentinel Capital Growth and Growth Leaders Funds, respectively, which are series of Sentinel Group Funds, Inc. The Sentinel Family of Funds was founded in 1933 and is headquartered in Montpelier, Vermont. Their adviser is Sentinel Advisors Company, an affiliate of Sentinel Asset Management, Inc. which is a wholly-owned subsidiary of National Life Holding Company that manages, with its affiliates, more than $17 billion. Management of the Funds will be continuous, as my investment team and I will continue to manage the two Funds from our New York base after they become part of the Sentinel Family of Funds. I will also lead the Large Cap Growth team at Sentinel Asset Management, Inc. Investment objectives, policies and strategies of the two respective Funds will be substantially the same and the investment approach will remain the same. I am excited about joining Sentinel Asset Management, Inc. Shareholders will benefit from economies of scale, full product array, and broader distribution resources. Shareholders will be able to continue to buy shares of the successor Funds as well as other Sentinel Funds on a no-load basis. Also, the pro forma expense ratio for the Bramwell Growth Fund's successor is expected to be 1.20% vs. 1.75% currently, which includes a maximum 0.70% management fee versus 1.00% currently. A lower expense ratio will facilitate performance. The expense ratio for the Bramwell Focus Fund's successor will continue to be capped at 1.75% for two years following the reorganization. Included within the expense ratio is a maximum management fee of 0.90% versus 1.00% currently. As founder of the Bramwell Funds in 1994, I believe that joining the Sentinel Family of Funds is advantageous to the shareholders, of whom I am one, at this time. After you review the proxy/prospectus materials, I ask that you join me and our Board of Directors and vote FOR the reorganization of your Fund. Every vote is important. If you have questions, specific to the proxy/prospectus, please call 1-800-BRAMCAP (1-800-272-6227). The date of the Special Meeting of Shareholders to vote on the proposed transactions is March 10, 2006. The record date for eligible shareholders to vote is January 11, 2006. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] FUND INFORMATION Our Website WWW.BRAMWELLFUNDS.COM provides daily and historic performance as well as monthly portfolio holdings and quarterly shareholder letters. Further information may also be had by calling 1-800-BRAMCAP (1-800-272-6227). The NASDAQ symbol for the Focus Fund is BRFOX and for the Growth Fund, BRGRX. The Bramwell Funds will continue to be offered for sale on a no-load basis until at least March 10, 2006, the date of the Shareholders Meeting. Existing shareholders after that date, assuming the transactions are approved, will be able to buy the Bramwell Funds' successors as well as other Sentinel Funds on a no-load basis thereafter. We appreciate your investment in our Funds. Sincerely, /s/Elizabeth R. Bramwell Elizabeth R. Bramwell, CFA President and Chief Investment Officer February 1, 2006 THE OUTLOOK AND OPINIONS EXPRESSED ABOVE REPRESENT THE VIEWS OF THE INVESTMENT ADVISER AS OF FEBRUARY 1, 2006. THEY ARE SUBJECT TO CHANGE AS WELL AS ALL EQUITY POSITIONS AS MARKET AND ECONOMIC EVENTS UNFOLD. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] BRAMWELL GROWTH FUND DECEMBER 31, 2005 (UNAUDITED) The Bramwell Growth Fund is a no-load, DIVERSIFIED fund that generally invests in a portfolio of 60-90 stocks of companies that the Adviser believes have above-average growth potential. MAJOR INDUSTRY HOLDINGS - -------------------------------------------------------------------------------- Healthcare Products 16.5% Energy 12.1 Industrial 11.8 Financial Services 10.5 Retailing 8.7 Business Services 6.2 Information Processing Software 4.7 Chemicals/Metals 4.2 Healthcare Services 3.8 Transportation 3.8 ------ 82.3% MAJOR EQUITY HOLDINGS - -------------------------------------------------------------------------------- Walgreen 4.3% General Electric 4.3 Medtronic 3.1 ExxonMobil 2.7 UnitedHealth 2.6 J.C. Penney 2.5 Gilead Sciences 2.4 Praxair 2.2 Stryker 2.2 Emerson Electric 2.0 ------ 28.3% COMPARATIVE INVESTMENT December One Three Five Ten Since RETURNS (12/31/05) Q Year Years Years Years Inception* - --------------------------------------------------------------------------------------------------- BRAMWELL GROWTH FUND 2.16% 4.99% 9.69% (2.47)% 8.17% 10.05% S&P 500(R) Stock Index 2.09 4.91 14.39 0.54 9.07 11.11 Russell 1000(R) Growth Index 2.98 5.26 13.23 (3.58) 6.73 9.30 * From August 1, 1994. The annual expense ratio for the Growth Fund was contractually capped at 1.75% by the adviser through December 31, 2005. The agreement to cap the expense ratio of the Growth Fund favorably affected performance through June 30, 1997. The Standard & Poor's 500(R) Index is a capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The Russell 1000(R) Growth Index is a market capitalization-weighted index of the 1,000 largest U.S. domiciled companies with higher growth rates and price-to-book ratios. Returns for the Funds include the reinvestment of all dividends and are net of expenses. Returns for periods greater than one year are compound average annual rates of return. Past performance is not predictive of future performance. Investment returns and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] BRAMWELL GROWTH FUND PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) SHARES VALUE ----------- ----------- COMMON STOCKS - 97.50% AUTOMOTIVE/HEAVY EQUIPMENT - 3.56% Caterpillar, Inc. 58,000 $ 3,350,660 Joy Global, Inc. 20,000 800,000 Paccar, Inc. 25,000 1,730,750 ----------- 5,881,410 BUSINESS SERVICES - 6.17% Automatic Data Processing, Inc. 50,000 2,294,500 Chicago Bridge & Iron Co., NV 55,000 1,386,550 Euronet Worldwide, Inc.* 20,000 556,000 Jacobs Engineering Group, Inc.* 32,000 2,171,840 Paychex, Inc. 25,000 953,000 Robert Half International, Inc. 75,000 2,841,750 ----------- 10,203,640 CHEMICALS/METALS - 4.20% BHP Billiton, Ltd. - ADR 35,000 1,169,700 Commercial Metals Co. 22,500 844,650 Inco Ltd. 15,000 653,550 Phelps Dodge Corp. 4,000 575,480 Praxair, Inc. 70,000 3,707,200 ----------- 6,950,580 COMMUNICATIONS - 2.82% Cisco Systems, Inc.* 70,000 1,198,400 Nokia OYJ - ADR 95,000 1,738,500 QUALCOMM, Inc. 40,000 1,723,200 ----------- 4,660,100 CONSUMER PRODUCTS - 1.69% Colgate-Palmolive Co. 30,000 1,645,500 Procter & Gamble Co. 20,000 1,157,600 ----------- 2,803,100 ELECTRONICS - 1.95% Intel Corp. 100,000 2,496,000 Linear Technology Corp. 20,000 721,400 ----------- 3,217,400 SHARES VALUE ----------- ----------- ENERGY - 12.06% Arch Coal, Inc. 18,000 $ 1,431,000 ConocoPhillips 10,000 581,800 Devon Energy Corp. 20,000 1,250,800 EOG Resources, Inc. 25,000 1,834,250 ExxonMobil Corp. 80,000 4,493,600 Nabors Industries, Ltd.* 20,000 1,515,000 Noble Corp. 30,000 2,116,200 Patterson-UTI Energy, Inc. 60,000 1,977,000 Peabody Energy Corp. 25,000 2,060,500 Schlumberger Ltd. 20,000 1,943,000 St. Mary Land & Exploration Co. 20,000 736,200 ----------- 19,939,350 FINANCIAL SERVICES - 10.46% American Express Co. 43,000 2,212,780 BlackRock, Inc. 21,000 2,278,080 Chicago Mercantile Exchange 6,000 2,204,940 CIT Group, Inc. 50,000 2,589,000 Citigroup, Inc. 45,000 2,183,850 Merrill Lynch & Co., Inc. 25,000 1,693,250 SLM Corp. 35,000 1,928,150 Wells Fargo & Co. 35,000 2,199,050 ----------- 17,289,100 FOOD PRODUCTS - 1.62% Hershey Foods Corp. 27,000 1,491,750 PepsiCo, Inc. 20,000 1,181,600 ----------- 2,673,350 HEALTHCARE PRODUCTS - 16.54% Amgen, Inc.* 20,000 1,577,200 Genentech, Inc.* 20,000 1,850,000 Gilead Sciences, Inc.* 75,000 3,947,250 Kyphon, Inc.* 35,000 1,429,050 Medtronic, Inc. 90,000 5,181,300 Novartis AG - ADR 60,000 3,148,800 Roche Holding AG - ADR 40,000 3,004,000 St. Jude Medical, Inc.* 25,000 1,255,000 Stryker Corp. 80,000 3,554,400 SurModics, Inc.* 10,000 369,900 Zimmer Holdings, Inc.* 30,000 2,023,200 ----------- 27,340,100 SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) (CONTINUED) SHARES VALUE ----------- ----------- HEALTHCARE SERVICES - 3.84% UnitedHealth Group, Inc. 70,000 $ 4,349,800 WellPoint, Inc.* 25,000 1,994,750 ------------ 6,344,550 INDUSTRIAL PRODUCTS - 11.79% 3M 30,000 2,325,000 Corning, Inc.* 82,000 1,612,120 Donaldson Co., Inc. 52,000 1,653,600 Emerson Electric Co. 45,000 3,361,500 General Electric Co. 200,000 7,010,000 Illinois Tool Works, Inc. 25,000 2,199,750 Molex, Inc., Class A 25,000 614,750 Regal-Beloit Corp. 20,000 708,000 ------------ 19,484,720 INFORMATION PROCESSING EQUIPMENT - 1.32% EMC Corp.* 160,000 2,179,200 ------------ INFORMATION PROCESSING SOFTWARE - 4.70% Autodesk, Inc. 45,000 1,932,750 Microsoft Corp. 120,000 3,138,000 SAP AG - ADR 60,000 2,704,200 ------------ 7,774,950 RESTAURANTS - 2.33% Cheesecake Factory, Inc.* 50,000 1,869,500 Domino's Pizza, Inc. 40,000 968,000 McDonald's Corp. 30,000 1,011,600 ------------ 3,849,100 RETAILING - 8.65% Coach, Inc.* 40,000 1,333,600 J.C. Penney Co., Inc. 75,000 4,170,000 Tiffany & Co. 45,000 1,723,050 Walgreen Co. 160,000 7,081,600 ------------ 14,308,250 TRANSPORTATION - 3.80% Canadian Pacific Railway Ltd. 40,000 1,678,000 FedEx Corp. 30,000 3,101,700 United Parcel Service, Inc. 20,000 1,503,000 ------------ 6,282,700 VALUE ------------ TOTAL COMMON STOCKS (Cost $113,695,460) $161,181,600 ------------ PRINCIPAL AMOUNT ----------- VARIABLE RATE DEMAND NOTE - 2.20% U.S. Bancorp, 4.12% $ 3,638,000 3,638,000 ------------ TOTAL VARIABLE RATE DEMAND NOTE (Cost $3,638,000) 3,638,000 ------------ TOTAL INVESTMENTS - 99.70% (Cost $117,333,460) 164,819,600 OTHER ASSETS LESS LIABILITIES - 0.30% 492,527 ------------ NET ASSETS - 100.00% (8,655,852 shares outstanding) $165,312,127 ============ NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $19.10 ============ *Non-income producing security See notes to financial statements. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] BRAMWELL FOCUS FUND DECEMBER 31, 2005 (UNAUDITED) The Bramwell Focus Fund is a no-load, NON-DIVERSIFIED fund with a concentrated portfolio, normally comprised of 20-30 securities, that invests primarily in common stocks of companies that the Adviser believes have above-average growth potential. Because of its concentration, the Focus Fund should be regarded as a more aggressive portfolio than the Growth Fund in that the price movements of a single stock may have a greater positive or negative effect on overall portfolio perfomance. MAJOR INDUSTRY HOLDINGS - -------------------------------------------------------------------------------- Business Services 17.5% Healthcare Products 14.8 Industrial Products 13.2 Financial Services 12.3 Transportation 5.0 - -------------------------------------------------------------------------------- 62.8% MAJOR EQUITY HOLDINGS - -------------------------------------------------------------------------------- Automatic Data Processing 5.3% Jacobs Engineering 5.3 Emerson Electric 4.8 Stryker 4.6 Medtronic 4.5 - -------------------------------------------------------------------------------- 24.5% COMPARATIVE INVESTMENT December One Three Five Since RETURNS (12/31/05) Q Year Years Years Inception* - --------------------------------------------------------------------------------------------- BRAMWELL FOCUS FUND (0.49)% 2.54% 9.75% (2.25)% 0.29% S&P 500(R) Stock Index 2.09 4.91 14.39 0.54 0.15 Russell 1000(R) Growth Index 2.98 5.26 13.23 (3.58) (4.52) * From October 31, 1999. The annual expense ratio for the Focus Fund is capped at 1.75% through December 31, 2006, after which time, the expense limitations may be terminated or revised. The agreement to cap the expense ratio has favorably affected the performance of the Focus Fund since inception. The Standard & Poor's 500(R) Index is a capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The Russell 1000(R) Growth Index is a market capitalization-weighted index of the 1,000 largest U.S. domiciled companies with higher growth rates and price-to-book ratios. Returns for the Funds include the reinvestment of all dividends and are net of expenses. Returns for periods greater than one year are compound average annual rates of return. Past performance is not predictive of future performance. Investment returns and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] BRAMWELL FOCUS FUND PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) SHARES VALUE --------- --------- COMMON STOCKS - 92.02% AUTOMOTIVE/HEAVY EQUIPMENT - 4.82% Caterpillar, Inc. 3,000 $ 173,310 Joy Global, Inc. 5,000 200,000 ---------- 373,310 BUSINESS SERVICES - 17.45% Automatic Data Processing, Inc. 9,000 413,010 Jacobs Engineering Group, Inc.* 6,000 407,220 Paychex, Inc. 7,000 266,840 Robert Half International, Inc. 7,000 265,230 ---------- 1,352,300 CHEMICALS/METALS - 2.42% Commercial Metals Co. 5,000 187,700 ---------- COMMUNICATIONS - 3.89% QUALCOMM, Inc. 7,000 301,560 ---------- ELECTRONICS - 2.58% Intel Corp. 8,000 199,680 ---------- ENERGY - 4.25% Patterson-UTI Energy, Inc. 5,000 164,750 Peabody Energy Corp. 2,000 164,840 ---------- 329,590 FINANCIAL SERVICES - 12.31% American Express Co. 4,000 205,840 BlackRock, Inc. 2,000 216,960 CIT Group, Inc. 6,000 310,680 SLM Corp. 4,000 220,360 ---------- 953,840 FOOD PRODUCTS - 2.29% PepsiCo, Inc. 3,000 177,240 ---------- HEALTHCARE PRODUCTS - 14.83% Medtronic, Inc. 6,000 345,420 Roche Holding AG - ADR 4,000 300,400 Stryker Corp. 8,000 355,440 SurModics, Inc.* 4,000 147,960 ---------- 1,149,220 SHARES VALUE --------- --------- INDUSTRIAL PRODUCTS - 13.21% Corning, Inc.* 8,000 $ 157,280 Emerson Electric Co. 5,000 373,500 General Electric Co. 9,000 315,450 Regal-Beloit Corp. 5,000 177,000 ---------- 1,023,230 INFORMATION PROCESSING SOFTWARE - 3.20% SAP AG - ADR 5,500 247,885 ---------- RESTAURANTS - 2.89% Cheesecake Factory, Inc.* 6,000 224,340 ---------- RETAILING - 2.86% Walgreen Co. 5,000 221,300 ---------- TRANSPORTATION - 5.02% Canadian Pacific Railway Ltd. 3,000 125,850 United Parcel Service, Inc. 3,500 263,025 ---------- 388,875 TOTAL COMMON STOCKS (Cost $6,544,352) 7,130,070 ---------- PRINCIPAL AMOUNT -------- VARIABLE RATE DEMAND NOTE - 9.08% U.S. Bancorp, 4.12% (Cost $703,300) $703,300 703,300 ---------- TOTAL INVESTMENTS - 101.10% (Cost $7,247,652) 7,833,370 LIABILITIES LESS OTHER ASSETS - (1.10)% (85,561) ---------- NET ASSETS - 100.00% (767,388 shares outstanding) $7,747,809 ========== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $10.10 ========== *Non-income producing security See notes to financial statements. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] THE BRAMWELL FUNDS, INC. STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 2005 (UNAUDITED) GROWTH FUND FOCUS FUND ------------ ---------- ASSETS: Investments at value (cost $117,333,460 and $7,247,652, respectively) $164,819,600 $ 7,833,370 Receivable for securities sold 563,504 -- Receivable for fund shares sold 14,211 -- Dividends and interest receivable 169,150 8,974 Prepaid and other assets 47,894 10,403 Receivable from Adviser -- 10,398 ------------ ------------ Total Assets 165,614,359 7,863,145 ------------ ------------ LIABILITIES: Payable for securities purchased -- 76,565 Accrued investment advisory fees 142,994 6,712 Accrued expenses 123,489 30,381 Accrued distribution fees 35,749 1,678 ------------ ------------ Total Liabilities 302,232 115,336 NET ASSETS $165,312,127 $ 7,747,809 ============ ============ NET ASSETS CONSIST OF: Capital stock $115,079,316 $ 7,754,759 Accumulated net realized gain (loss) on investments 3,380,035 (561,246) Undistributed net investment loss (633,364) (31,422) Net unrealized appreciation on investments 47,486,140 585,718 ------------ ------------ NET ASSETS $165,312,127 $ 7,747,809 ============ ============ CAPITAL STOCK, $.0001 par value Authorized 200,000,000 200,000,000 Issued and outstanding 8,655,852 767,388 NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $19.10 $10.10 ====== ======= See notes to financial statements. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] THE BRAMWELL FUNDS, INC. STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 (UNAUDITED) GROWTH FUND FOCUS FUND ----------- ---------- INVESTMENT INCOME: Dividends $ 787,745 $ 29,377 Interest 93,810 9,326 -------------- -------------- Total Investment Income 881,555 38,703 -------------- -------------- EXPENSES: Investment advisory fees 866,906 40,071 Distribution fees 216,727 10,018 Professional fees 103,342 8,823 Fund administration and accounting fees 96,525 30,246 Shareholder servicing fees 90,740 9,831 Reports to shareholders 35,288 1,764 Custody fees 25,206 3,781 Federal and state registration fees 20,165 8,067 Directors' fees 16,131 15,123 CCO fees 15,406 727 Other 28,483 3,277 -------------- -------------- Total expenses before waiver 1,514,919 131,728 Waiver of expenses and fees -- (61,603) -------------- -------------- Net Expenses 1,514,919 70,125 NET INVESTMENT LOSS (633,364) (31,422) -------------- -------------- REALIZED AND UNREALIZED GAINS: Net realized gain on investments 7,624,330 505,628 Change in net unrealized appreciation/depreciation on investments 5,330,169 178,922 -------------- -------------- Net Gain on Investments 12,954,499 684,550 -------------- -------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 12,321,135 $ 653,128 ============== ============== See notes to financial statements. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] BRAMWELL GROWTH FUND STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED FISCAL YEAR DECEMBER 31, 2005 ENDED (UNAUDITED) JUNE 30, 2005 ------------ ------------ OPERATIONS: Net investment loss $ (633,364) $ (1,176,614) Net realized gain on investments 7,624,330 14,782,505 Change in net unrealized appreciation/depreciation on investments 5,330,169 10,593,135 ------------ ------------- Net increase in net assets resulting from operations 12,321,135 3,012,756 ------------ ------------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares 4,597,548 12,837,430 Proceeds from reinvestment of dividends 12,421,095 3,366,716 Redemption of shares (24,613,402) (57,784,326) Redemption fees 1,193 408 ------------ ------------- Net decrease in net assets resulting from capital share transactions (7,593,566) (41,579,772) ------------ ------------- DIVIDENDS PAID FROM: Net realized gains (14,233,312) (3,793,293) ------------ ------------- TOTAL DECREASE IN NET ASSETS (9,505,743) (42,360,309) NET ASSETS: Beginning of period 174,817,870 217,178,179 ------------ ------------- END OF PERIOD $165,312,127 $ 174,817,870 ============ ============= TRANSACTIONS IN SHARES: Shares sold 234,555 672,287 Dividends reinvested 662,105 174,804 Shares redeemed (1,241,827) (3,023,268) ------------ ------------- Net decrease (345,167) (2,176,177) ============ ============= See notes to financial statements. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] BRAMWELL FOCUS FUND STATEMENTS OF CHANGES IN NET ASSETS SIX MONTHS ENDED FISCAL YEAR DECEMBER 31, 2005 ENDED (UNAUDITED) JUNE 30, 2005 ------------ ------------ OPERATIONS: Net investment loss $ (31,422) $ (70,397) Net realized gain on investments 505,628 668,998 Change in net unrealized appreciation/depreciation on investments 178,922 (837,148) ---------- ---------- Net increase (decrease) in net assets resulting from operations 653,128 (238,547) ---------- ---------- CAPITAL SHARE TRANSACTIONS: Proceeds from sale of shares 88,103 303,349 Redemption of shares (929,692) (3,044,361) Redemption fees -- 244 ---------- ---------- Net decrease in net assets resulting from capital share transactions (841,589) (2,740,768) ---------- ---------- TOTAL DECREASE IN NET ASSETS (188,461) (2,979,315) NET ASSETS: Beginning of period 7,936,270 10,915,585 ---------- ---------- END OF PERIOD $7,747,809 $7,936,270 ========== ========== TRANSACTIONS IN SHARES: Shares sold 8,961 32,897 Shares redeemed (93,864) (333,282) ---------- ---------- Net decrease (84,903) (300,385) ========== ========== See notes to financial statements. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] THE BRAMWELL FUNDS, INC. FINANCIAL HIGHLIGHTS GROWTH FUND ------------------------------------------------------------------------------- SIX MONTHS FISCAL FISCAL FISCAL FISCAL ENDED YEAR YEAR YEAR YEAR DECEMBER 31, ENDED ENDED ENDED ENDED 2005 JUNE 30, JUNE 30, JUNE 30, JUNE 30, SELECTED PER SHARE DATA(1) (UNAUDITED) 2005 2004 2003 2002 ------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 19.42 $ 19.43 $ 17.26 $ 18.70 $ 23.00 INCOME FROM INVESTMENT OPERATIONS: Net investment loss (0.07) (0.13) (0.17) (0.15) (0.16) Net realized and unrealized gains (losses) on securities 1.47 0.49 2.34 (1.29) (2.53) ----------- ----------- ----------- ----------- ----------- TOTAL FROM INVESTMENT OPERATIONS 1.40 0.36 2.17 (1.44) (2.69) LESS DISTRIBUTIONS: Distributions from capital gains (1.72) (0.37) -- -- (1.61) ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 19.10 $ 19.42 $ 19.43 $ 17.26 $ 18.70 =========== =========== =========== =========== =========== TOTAL RETURN(2) 4.99% 1.85% 12.57% (7.70)% (11.94)% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of year (000s) $ 165,312 $ 174,818 $ 217,178 $ 229,756 $ 191,395 Ratio of expenses to average net assets(3),(4) 1.75% 1.69% 1.64% 1.68% 1.63% Ratio of net investment loss to average net assets(3),(4) (0.73)% (0.61)% (0.81)% (1.01)% (0.84)% Portfolio turnover rate(2) 28% 63% 47% 51% 66% Note: The Financial Highlights table is intended to help you understand the financial performance of the Growth Fund and the Focus Fund for the past 5 years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). See notes to financial statements. FOCUS FUND ------------------------------------------------------------------------------- SIX MONTHS FISCAL FISCAL FISCAL FISCAL ENDED YEAR YEAR YEAR YEAR DECEMBER 31, ENDED ENDED ENDED ENDED 2005 JUNE 30, JUNE 30, JUNE 30, JUNE 30, SELECTED PER SHARE DATA(1) (UNAUDITED) 2005 2004 2003 2002 ------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING $ 9.31 $ 9.47 $ 8.09 $ 8.87 $ 9.89 OF PERIOD INCOME FROM INVESTMENT OPERATIONS: Net investment loss (0.04) (0.08) (0.09) (0.08) (0.10) Net realized and unrealized gains (losses) on securities 0.83 (0.08) 1.47 (0.70) (0.92) TOTAL FROM INVESTMENT OPERATIONS 0.79 (0.16) 1.38 (0.78) (1.02) LESS DISTRIBUTIONS: Distributions from capital gains -- -- -- -- -- NET ASSET VALUE, END OF PERIOD $ 10.10 $ 9.31 $ 9.47 $ 8.09 $ 8.87 TOTAL RETURN(2) 2.54% (1.69)% 17.06% (8.79)% (10.31)% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of year (000s) $ 7,748 $7,936 $10,916 $9,280 $6,623 Ratio of expenses to average net assets(3),(4) 1.75% 1.75% 1.75% 1.75% 1.75% Ratio of net investment loss to average net assets(3),(4) (0.78)% (0.77)% (0.91)% (1.25)% (1.11)% Portfolio turnover rate(2) 71% 200% 172% 154% 138% (1) Information presented relates to a share of capital stock outstanding for the entire period. (2) Not annualized for periods less than a full year. (3) Net of reimbursements and waivers for the Focus Fund. Absent reimbursements and waivers of expenses by the Adviser, the ratio of expenses and net investment loss to average net assets for the six months ended December 31, 2005 and the years ended June 30, 2005, June 30, 2004, June 30, 2003, June 30, 2002 and June 30, 2001, would have been 3.29% and (2.32)% 3.00% and (2.02)%, 2.58% and (1.74)%, 3.09% and (2.59)%, 3.28% and (2.64)%, and 3.10% and (1.92)%, respectively. (4) Annualized for periods less than a full year. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] THE BRAMWELL FUNDS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2005 (UNAUDITED) 1.ORGANIZATION The Bramwell Funds, Inc. (the "Funds") was incorporated on June 3, 1994 and is registered as an open-end, management investment company organized as a series fund under the Investment Company Act of 1940 (the "1940 Act"), as amended. The Funds consist of two investment portfolios: the Bramwell Growth Fund and the Bramwell Focus Fund. The Bramwell Growth Fund, which is a separate diversified portfolio, commenced operations on August 1, 1994. The Bramwell Focus Fund, which is a separate non-diversified portfolio, was launched on November 1, 1999. Bramwell Capital Management, Inc. ("BramCap") is the Funds' investment adviser. 2.SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. A)INVESTMENT VALUATION A security listed or traded on a recognized stock exchange is valued at its last sale price prior to the time when assets are valued on the principal exchange on which the security is traded. If no sale is reported at that time, the most current bid price will be used. Securities traded primarily on the NASDAQ Stock Market are normally valued at the NASDAQ Official Closing Price ("NOCP"). All other securities for which over-the-counter market quotations are readily available are valued at the most current bid price. Debt securities which will mature in more than 60 days, as well as equity securities, are valued at prices furnished by a pricing service approved by the Board of Directors. Whenever a furnished price is significantly different from the previous day's furnished price, BramCap will review the price to determine if it is appropriate. Debt securities which will mature in 60 days or less are valued at amortized cost, which approximates market value. Variable rate demand notes are valued at cost which approximates market value. These notes are unsecured and could present credit risk to the extent the issuer defaults on its payment obligation. The credit-worthiness of the issuer is monitored and these notes have been determined by BramCap to present minimal credit risk. When quotations are not readily available or are unreliable, investments are valued at fair value according to procedures adopted by the Board of Directors. B)OPTION CONTRACTS The Funds may write covered put or call options. Premiums received by a Fund upon SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] writing put or call options are recorded as an asset with a corresponding liability which is subsequently adjusted to the current market value of the option. When an option expires, is exercised, or is closed, the Fund realizes a gain or loss, and the liability is eliminated. The Fund continues to bear the risk of adverse movements in the price of the underlying asset during the period in which the option is outstanding, although any potential loss during the period would be reduced by the amount of the option premium received. C)SHORT SALES The Funds may make limited short sales of securities. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline. To complete such a transaction, the Funds must borrow the security to deliver to the buyer upon the short sale; the Funds are then obligated to replace the security borrowed by purchasing it in the open market at some later date. When a Fund sells a security short, an amount equal to the sales proceeds is included in the Statement of Assets and Liabilities as an asset and an equal amount as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the security sold short. The Funds will incur a loss if the market price of the security increases between the date of the short sale and the date on which the Funds replace the borrowed security. The Funds will realize a gain if the security declines in value between those dates. All short sales must be fully collateralized. Each Fund maintains assets consisting of cash or liquid securities equal in amount to the liability created by the short sale. These collateralized assets are subsequently marked to market on a daily basis. Each Fund is liable for any dividends paid on securities sold short. Dividends on short sales are included as Dividends on Short Positions in the Statements of Operations. D)EXPENSES The Funds are charged for those expenses that are directly attributable to each Fund, such as investment advisory and custodian fees. Expenses that are not directly attributable to a portfolio are typically allocated among the portfolios in proportion to their respective net assets. E)FEDERAL INCOME TAXES The Funds' policy is to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all their taxable income to their shareholders. Therefore, no federal income tax provision is recorded. F)DISTRIBUTIONS TO SHAREHOLDERS Dividends, if any, from net investment income are declared and paid annually in the December calendar quarter. Distributions of net realized capital gains, if any, will be declared at least annually. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Funds may periodically make reclassifications among certain of their capital accounts as a result of the timing and characterization of certain income and capital gains SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] distributions determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. G)GUARANTEES AND INDEMNIFICATIONS In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds' maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote. H)OTHER Investment transactions are accounted for on the trade date. The Funds determine the gain or loss realized from investment transactions by comparing the cost of the security lot sold with the net sale proceeds. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. 3. INVESTMENT TRANSACTIONS Purchases and sales of securities, excluding short-term investments, for the six months ended December 31, 2005 were as follows: Growth Fund Focus Fund - ------------------------------------------------------- Purchases $45,855,327 $5,218,455 Sales 67,112,516 6,430,335 There were no purchases or sales of long-term U.S. government securities. At December 31, 2005, gross unrealized appreciation and depreciation of investments, based on aggregate cost for federal income tax purposes were as follows: Growth Fund Focus Fund - ------------------------------------------------------- Cost $117,480,513 $7,247,652 ============ ========== Gross unrealized appreciation $ 47,805,307 $ 645,170 Gross unrealized depreciation (466,220) ( 59,452) ------------ ---------- Net unrealized appreciation on investments $ 47,339,087 $ 585,718 ============ ========== The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions. Of the gross appreciation on investments, 88% and 32% (unaudited) is attributable to securities held greater than 12 months at December 31, 2005, for the Growth Fund and Focus Fund, respectively. As of June 30, 2005 the components of accumulated earnings (deficit) on a tax basis were as follows: Growth Fund Focus Fund - ------------------------------------------------------- Accumulated capital and other losses $10,177,535 $(1,066,221) Unrealized appreciation on investments 41,967,453 406,143 ----------- ----------- Total accumulated earnings (deficit) $52,144,988 $ (660,078) =========== =========== At June 30, 2005, the Focus Fund had total accumulated capital loss carryforwards of SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] $1,066,221, with $142,945 expiring in 2010 and $923,276 expiring in 2011. To the extent that the Focus Fund realizes future net capital gains, those gains will be offset by any unused capital loss carryforwards. The Growth Fund and Focus Fund utilized $164,306 and $656,082, respectively, of its capital loss carryforwards during the year ended June 30, 2005. 4. INVESTMENT ADVISORY AGREEMENTS The Funds have agreements with BramCap, with whom certain officers and a director of the Funds are affiliated, to furnish investment advisory services to the Funds. The agreements are for one-year periods and require board approval on an annual basis. Under the terms of the agreements, the Funds will pay BramCap a monthly fee at the annual rate of 1.00% on average daily net assets of each Fund. The Funds' investment adviser has voluntarily agreed to limit the total expenses (excluding interest, taxes, brokerage and extraordinary expenses) to an annual rate of 1.75% of the Growth Fund's average net assets through December 31, 2005 and of the Focus Fund's average net assets through December 31, 2006. After such dates, the expense limitations may be terminated or revised at any time. For the six months ended December 31, 2005, the Adviser reimbursed the Focus Fund $61,603. The expense ratio for the Growth Fund for the six months ended December 31, 2005 was 1.75%. DISTRIBUTION PLANS The Funds have adopted Service and Distribution Plans (the "Plans") pursuant to Rule 12b-1 under the 1940 Act. The Plans authorize payments by the Funds in connection with the distribution of their shares at an annual rate, as determined from time to time by the Board of Directors, of up to 0.25% of each Fund's average daily net assets. SEMI-ANNUAL REPORT Bramwell FUNDS[LOGO] THE BRAMWELL FUNDS, INC. EXPENSE EXAMPLE FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 (UNAUDITED) As a shareholder of The Bramwell Funds (the "Funds"), you incur two types of costs: (1) ongoing costs, including management fees, distribution (12b-1) fees and other Fund expenses; and (2) transaction costs, including redemption fees on certain redemptions. This Example is intended to help you understand your ongoing operational costs (in dollars) of investing in the Funds and to compare these costs with the ongoing operational costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2005 to December 31, 2005 (the "period"). ACTUAL EXPENSES The lines marked "Actual" in the table below provide information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The lines marked "Hypothetical" in the table below provide information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the actual return of either of the Funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing operational costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the lines marked "Hypothetical" in the table are useful in comparing ongoing operational costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs could have been higher. EXPENSE EXAMPLE BEGINNING ENDING ACCOUNT EXPENSES PAID ACCOUNT VALUE VALUE DURING THE PERIOD 7/1/05 12/31/05 7/1/05 - 12/31/05 - ------------------------------------------------------------------------------------------------- BRAMWELL GROWTH FUND Actual $1,000.00 $1,049.92 $8.70a Hypothetical (5% return before expenses) $1,000.00 $1,016.51 $8.56a BRAMWELL FOCUS FUND Actual $1,000.00 $1,025.38 $8.50b Hypothetical (5% return before expenses) $1,000.00 $1,016.61 $8.46b (a)Expenses are equal to the Fund's annualized expense ratio of 1.68%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). (b)Expenses are equal to the Fund's annualized expense ratio of 1.66%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). SEMI-ANNUAL REPORT This page intentionally left blank. BRAMWELL [LOGO] 1-800-BRAMCAP (1-800-272-6227) WWW.BRAMWELLFUNDS.COM BOARD OF DIRECTORS ELIZABETH R. BRAMWELL, CFA President, Chief Investment and Financial Officer The Bramwell Funds, Inc. THEODORE J. COBURN President Coburn Group DARLENE T. DEREMER Partner Grail Partners LLC JAMES C. SARGENT Former Commissioner Securities & Exchange Commission MARTHA R. SEGER, PH.D. Former Governor Federal Reserve Board OFFICERS ELIZABETH R. BRAMWELL, CFA President, Chief Investment and Financial Officer DONALD G. ALLISON Chief Compliance Officer, Secretary and Treasurer MARGARET A. BANCROFT Assistant Secretary INVESTMENT ADVISER Bramwell Capital Management, Inc. ADMINISTRATOR UMB Fund Services, Inc. COUNSEL Dechert LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP CUSTODIAN U.S. Bank Trust Services TRANSFER AGENT AND DIVIDEND DISBURSING AGENT U.S. Bancorp Fund Services, LLC PROXY VOTING POLICIES AND PROCEDURES A DESCRIPTION OF THE POLICIES AND PROCEDURES THAT THE FUNDS USE TO DETERMINE HOW TO VOTE PROXIES RELATING TO PORTFOLIO SECURITIES IS AVAILABLE (I) WITHOUT CHARGE, UPON REQUEST, BY CALLING THE BRAMWELL FUNDS AT (800) 272-6227; AND (II) ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. INFORMATION REGARDING HOW THE FUNDS VOTED PROXIES RELATING TO PORTFOLIO SECURITIES DURING THE MOST RECENT 12-MONTH PERIOD ENDED JUNE 30 IS AVAILABLE (I) WITHOUT CHARGE, UPON REQUEST, BY CALLING THE BRAMWELL FUNDS AT (800) 272-6227, AND (II) ON THE SEC'S WEBSITE AT WWW.SEC.GOV. QUARTERLY FILING OF PORTFOLIO HOLDINGS THE FUNDS WILL FILE THEIR COMPLETE SCHEDULE OF INVESTMENTS WITH THE SEC FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q. THE FUNDS' FORM N-Q WILL BE AVAILABLE (I) ON THE SEC'S WEBSITE AT WWW.SEC.GOV; AND (II) AVAILABLE FOR REVIEW AND COPYING AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, D.C. AND INFORMATION ABOUT THE OPERATIONS WHICH MAY BE OBTAINED BY CALLING 800-SEC-0330. BR-410-0206 THIS FINANCIAL STATEMENT IS SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE BRAMWELL FUNDS. IT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.