UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): November 10, 2003
Bromwell Financial Fund, Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 333-85755 51-037638
(State or jurisdiction Commission file (I.R.S. Employer
of incorporation) number Identification No.)
5916 N. 300 West, Fremont, IN 46737
(Address of principal executive offices) (Zip Code)
(260) 833-1306
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Item 1. Changes in Control of Registrant.
Change in the Commodity Trading Advisor to Direct Traders of the Registrant
Without waiver of the position that a change in Commodity Trading Advisor is
not a reportable event, Registrant provides notice that effective on or about
November 3, 2003, the commodity trading advisor to enter trades for the
Registrant pursuant to a power of attorney over all equity of Registrant
available to trade was changed from 33.0% with Ansbacher Investment
Management, Inc and 67.0% with Mangin Capital Management, Inc. to 100% to
Fall River Capital LLC. ("Fall River").
Fall River is a Wisconsin limited liability company and commodity trading
advisor with its main business office and main business telephone are: 11740
North Port Washington Road, Mequon, Wisconsin 53092; (262) 241-8020. The
trading advisor's books and records will be kept and made available for
inspection at its main business office. Prospective investors must obtain a
copy of the Registrant's Prospectus before making a decision to invest in the
Registrant to obtain a full description of the Registrant and Fall River.
Item 2. Acquisition or Disposition of Assets.
Change Commission Structure
No further sales commission of six percent (6%) will be charged to new
investors in Registrant.
The fee structure of Registrant will be changed from an annual eleven percent
(11%) fixed fee, paid monthly, on the assets on deposit with the futures
commission merchant to a continuing service fee to the sales agent that sold
the investment of four percent (4%) per year, payable monthly, for so long as
the investment remains in the Fund and a round-turn commission of
approximately $22 per contract plus give-up fees on US exchanges to the
corporate General Partner and one of the commodity pool operators of
Registrant (the "CPO"). The CPO will be responsible for all charges paid to
the futures commission merchant. Some Foreign exchanges may average more
than $22 per round turn. The round turn commission will be charged directly
to the Fund by the CPO without the use of Futures Investment Company as the
Introducing Broker.
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant.
None.
Item 5. Other Events and Regulation FD Disclosure.
Change in Clearing Broker
Effective on or about November 3, 2003, the futures commission merchant (sic
clearing broker) for all trades entered on behalf of Registrant is Citigroup
Global Markets, Inc. ("Citigroup"), 388 Greenwich St., New York, New York
10013. All references to Vision, L.P. as the futures commission merchant for
Registrant are deleted from Registrant's prospectus, as amended.
Citigroup is a New York corporation and a subsidiary of Citibank, N.A., 390
Greenwich St., 5th Floor, New York, New York 10013. Citigroup (formerly
Salomon Smith Barney Inc.) is registered as a broker-dealer and futures
commission merchant and provides futures brokerage and clearing services for
institutional and retail participants in the futures markets. Citigroup and
its affiliates also provide investment banking and other financial services
for clients worldwide.
The Citigroup acts only as the clearing broker for the Fund and, as such, is
paid commissions for executing and clearing trades. It has not passed upon
the adequacy or accuracy of the Registrant's prospectus or any amendment.
Citigroup will not act in any supervisory capacity with respect to the
general partner nor participate in the management of the general partner or
the Registrant. Therefore, prospective investors should not rely on
Citigroup's agreement to clear trades for the Registrant or for any other
reason related to Citigroup in deciding whether or not to purchase interests
in the Registrant.
In the ordinary course of its business, Citigroup is a party to various
claims, litigation and regulatory inquiries. The General Partner and
Citigroup do not believe that any of Citigroup's prior or pending or known,
but not asserted claims, litigation and regulatory inquiries are material to
its performance of the clearing and execution services for Registrant.
Deletion of Management Fee to CPO
The management fee to Belmont Capital Management, Incorporated, one of the
commodity pool operators, of three percent (3%) is reduced to zero (0).
Addition of Incentive Fee to CPO
An incentive fee will be paid to Belmont Capital Management, Incorporated,
the corporate general partner and one of the commodity pool operators, of
five percent (5%).
Item 6. Resignations of Registrant's Directors.
Deletion of Introducing Broker
All reference to Futures Investment Company as the introducing broker is
deleted. An introducing broker will no longer introduce the Registrant's
account to the futures commission merchant. The corporate general partner to
the Registrant shall charge all commissions to Registrant and it shall pay
all commissions and other expenses to the futures commission merchant and
others that were formerly paid by the introducing broker.
Item 7. Financial Statements and Exhibits.
None.
Item 8. Change in Fiscal Year.
None.
Item 9. Regulation FD Disclosure.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this 8-K report to be signed on its behalf by the
undersigned hereunto duly authorized.
Registrant: Bromwell Futures Fund, Limited Partnership
By Belmont Capital Management, Incorporated
Its Corporate General Partner
By: s/ Michael P. Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the
Corporate General Partner
Date: November 10, 2003