SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the year ended 12-31-2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-85755
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 51-0387638
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
101 N. Fairfield Drive, Dover, DE 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 331-1532
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
(Title of class)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (S 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2 of the Act). Yes ___ No _X_
State the aggregate market value of the voting stock held by non-affiliates
of the registrant: None. There is no market for the Units of Partnership
interests and none is expected to develop. This is a commodity pool. The
Units are registered to permit the initial sale of Units at month end net
asset value.
EXPLANATORY NOTE TO FORM 10-K/A
This Form 10-K/A of Bromwell Financial Fund for the year ended December 31,
2004 is being filed solely to add the Certifications of the Chief Executive
Officer and Chief Financial Officer at Exhibits 31.1 and 31.2. This
amendment is not intended to amend any information presented in the Form
10-K as originally filed. This amendment filing does not reflect events
occurring after the filing of Bromwell Financial Fund's year 2004 10-K and
does not modify or update the disclosure therein in any way.
Documents Incorporated by Reference
Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission for the years ended December 31, 1999,
2000, 2001, 2002, and 2003 at Registration No. 333-85755.
Registration Statement and all amendments thereto filed with the United
States Securities and Exchange Commission at Registration No. 333-85755 are
incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On March 16, 2000, the registration statement filed by Bromwell Financial
Fund, Limited Partnership, (the "Fund") with the Securities and Exchange
Commission (the "SEC") and the disclosure document filed with the Commodity
Futures Trading Commission (the "CFTC") was declared effective. Offers and
sales of the Fund's limited partnership interests (the "Units") at the price
of $1,000 per Unit commenced on that date to residents of the States selected
by the General Partner. As of July 11, 2000, the Fund had sold in excess of
the $700,000 in face amount of Units, the amount required to break escrow and
deliver the sales proceeds to the Fund accounts to permit it to commence the
speculative trading of commodity futures. Trading commenced in July, 2000.
Units are currently offered and sold at the net asset value per Unit ("NAV")
determined after addition of profits and deduction of losses, expenses, and
reserves, at the close on the last business day of each month. See the
financial statements for the total value of the Fund and the NAV as of the
date of the statements.
By Notice to Limited Partners dated January 30, 2004 and subsequent post
effective amendment to its Registration Statement that went effective March
9, 2004, the General Partner provided disclosure of a change in brokerage
commissions from $22 per round turn to a 4% fixed annual brokerage
commission, payable 4/12 of 1% per month, for domestic trades plus actual
commissions charged for trades made on foreign exchanges and forward markets,
if any.
The trades for the Fund are selected and placed with the FCM, i.e., broker,
for the account of the Fund by one or more CTAs selected by the General
Partner of the Fund. Initially, the Fund account was traded solely by
Ansbacher Investment Management, Inc., then later by both Ansbacher and
Mangin Capital Management, Inc. Effective November 1, 2003, the General
Partner replaced the two CTAs with a single CTA, Fall River Capital
Management, Inc., which remained the sole trader throughout the year 2004,
but was terminated January 10, 2005. The books and records of the trades
placed by the CTA in the Fund's trading account are kept and are available
for inspection by the Partners at its office. Fall River was paid a
management fee of one percent (1%) of the equity assigned to it to manage
plus an incentive fee of twenty percent (20%) of New Net Profit, as that term
is defined in the Partnership Agreement which governs the operation of the
Fund, payable quarterly. The Fund Partnership Agreement is included as
Exhibit A to the Prospectus delivered to the prospective investors and filed
as part of the Registration Statement. The Partnership Agreement is
incorporated herein by reference.
None of the purchasers of Limited Partnership Units has a voice in the
management of the Partnership. Reports of the Net Asset Value of the
Partnership are sent to all purchasers of Units at the end of each month.
Belmont Capital Management, Inc., the corporate General Partner and commodity
pool operator, provides all clearing costs, including pit brokerage fees,
which include floor brokerage, NFA and exchange fees for a fee described
previously to the independent FCM selected by the General Partner to hold the
Fund's trading equity and place the trades as directed by the CTA pursuant to
a power of attorney granted by the Fund.
The sale of Units is regulated by the US Securities and Exchange Commission
pursuant to the Securities Act of 1933 and the Securities Commissions and
securities acts of the several States where its Units are offered and sold.
The commodity pool operators (General Partners) and principals are regulated
by the Commodity Futures Trading Commission pursuant to the US Commodity
Exchange Act. These legal safeguards are not intended to protect investors
from the risks inherent in the trading of commodities. The trading of
commodities is highly speculative and risky. For a complete description of
the risks and regulation of the business of the Fund, see the Registrant's
Registration Statement and its pre-effective amendments on file with the
Securities and Exchange Commission at No. 333-85755, which are incorporated
herein by reference.
Events Subsequent to December 31, 2004: The General Partner suspended
trading on January 10, 2005, and all but one limited partner have redeemed
their Units. Subsequently, Michael Pacult resigned as the individual general
partner, but remains the principal of the Corporate General Partner. The
Partnership is in the process of establishing new terms upon which to sell
the balance of un-issued registered securities of $4,474,938, as of January
31, 2005, until the total amount of registered securities, $7,000,000, is
sold or the offering terminates.
Item 2. Properties
Registrant maintains up to 3% of its assets at a commercial bank and the
balance is on deposit and available as margin to secure trading the FCM
selected by the General Partner. Any FCM selected by the General Partner
must be registered with the National Futures Association pursuant to the
Federal Commodity Exchange Act as a commodity FCM. The trading of
commodities is highly speculative and the Fund is at unlimited risk of loss,
including the pledge of all of its assets, to the trades made on its behalf
by the CTA in the commodity markets.
Item 3. Legal Proceedings
There have been no legal proceedings against the Registrant, its General
Partner, the Selling Agent, the FCM, the CTA or any of their Affiliates,
directors or officers.
The Registrant is not aware of any threatened or potential claims or legal
proceedings to which the Registrant is a party or to which any of its assets
are subject.
Item 4. Submission of Matters to a Vote of Security Holders
The General Partner makes all day to day decisions regarding the operation of
the Fund. The Limited Partners have not exercised any right to vote their
Units and there have been no matters which would cause the Fund to conduct a
vote of the Partners. The Limited Partners, (sic the Security Holders), have
no right to participate in the management of the Partnership. All of their
voting rights, as defined in the Partnership Agreement, are limited to the
selection of the General Partner, amendments to the Partnership Agreement,
and other similar decisions.
PART II
Item 5. Market for Registrant's Limited Partnership Units, Related
Stockholder Matters and Issuer Purchases of Equity Securities
The Fund desires to be taxed as a partnership and not as a corporation. In
furtherance of this objective, the Partnership Agreement requires a security
holder to obtain the approval of the General Partner prior to the transfer of
any Units. Accordingly, there is no trading market for the Fund Units and
none is likely to develop. The Partners must rely upon the right of
Redemption provided in the Partnership Agreement to liquidate their interest.
The Fund has fewer than 300 holders of its securities. Partners are required
to represent to the issuer that they are able to understand and accept the
risks of investment in a commodity pool for which no market will develop and
the right of redemption will be the sole expected method of withdrawal of
equity from the Fund. The General Partner has sole discretion in determining
what distributions, if any, the Fund will make to its Partners. The Fund has
not made any distributions as of the date hereof. The Fund has no
securities authorized for issuance under equity compensation plans. See the
Partnership Agreement attached as Exhibit A to the Registration Statement,
incorporated herein by reference, for a complete explanation of the right of
redemption provided to Partners.
Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Partners must rely upon their right of redemption to
obtain their return of equity after consideration of profits, if any, and
losses from the Fund. See the Registration Statement, incorporated herein by
reference, for a complete explanation of the allocation of profits and losses
to a partner's capital account.
Following is a summary of certain financial information for the Registrant
for the period from January 1, 2000 to December 31, 2004.
Year to Date
2004 2003 2002 2001 2000(6)
Performance per Unit (5)
Net unit value, beginning of
period $824.69 $908.99 $955.04 $972.92 $980.64
Net realized and unrealized
gains/losses on commodity
transactions 89.50 97.66 169.37 123.33 48.00
Investment and other income 15.67 2.47 6.20 9.72 3.98
Expenses (1) (182.45) (184.43) (221.62) (150.93) (59.70)
Net decrease for the period (77.28) (84.30) (46.05) (17.88) (7.72)
Net unit value, end of period $747.41 $824.69 $908.99 $955.04 $972.92
Net assets, end of period (000) $ 712 $ 1,037 $ 1,650 $ 1,836 $ 1,718
Total return (3) (9.37)% (9.27)% (4.83)% (1.84)% (0.79)%
Ratio to average net assets (4)
Investment and other income 2.11% 0.29% 0.60% 1.01% 1.10%
Expenses (2) (20.62)% (10.16)% (10.16)% (5.79)% (9.46)%
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not annualized for periods less than one year
(4) Annualized for all periods
(5) Investment and other income and expenses is calculated using average
number of units outstanding during the year. Net realized and unrealized
gains/losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.
(6) Period from July 1, 2000 (inception of trading) to December 31,
2000. Beginning net unit value based on new subscriptions during period, net
of syndication costs.
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2004 and 2003:
Quarters ended:
March 31, June 30, Sep 30, Dec 31,
2004 2004 2004 2004
Total Investment Gain (Loss) $ 148,990 $(140,151) $ 23,712 $ 31,959
Net Income (Loss) 76,705 (195,632) (25,344) 33,339
Net Income (Loss) per
partnership unit 61.01 (158.06) (27.93) 16.71
Net asset value per partnership
unit at the end of the period 877.41 716.77 714.11 747.41
March 31, June 30, Sep 30, Dec 31,
2003 2003 2003 2003
Total Investment Gain (Loss) $ 147,623 $ 125,176 $ 17,477 $ (83,345)
Net Income (Loss) 72,602 43,748 (46,286) (141,241)
Net Income (Loss) per
partnership unit 40.19 26.69 (33.86) (79.59)
Net asset value per partnership
unit at the end of the period 948.35 970.11 936.07 824.69
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Critical Accounting Policies
The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change
in unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).
Capital Resources
The Fund 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 resale of Units once issued or borrowing. Due to the nature of the
Fund'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 commodity
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. Once the
price of a futures contract has reached the daily limit for that day,
positions in that contract can neither be taken nor liquidated. Commodity
futures prices have occasionally moved to the daily limit for several
consecutive days with little or no trading. Similar occurrences could prevent
the Fund from promptly liquidating unfavorable positions and subject the Fund
to substantial losses which could exceed the margin initially committed to
such trades. In addition, even if commodity futures prices have not moved the
daily limit, the Fund may not be able to execute futures trades at favorable
prices, if little trading in such contracts is taking place. Other than these
limitations on liquidity, which are inherent in the Fund's commodity futures
trading operations, the Fund's assets are expected to be highly liquid.
The entire offering proceeds will be credited to the Fund's bank and
brokerage accounts to engage in trading activities and as reserves for that
trading. The Fund meets its margin requirements by depositing U.S. government
securities or cash or both with the futures broker and the over-the-counter
counterparties. In this way, substantially all (i.e., 97% or more) of the
Fund's assets, whether used as margin for trading purposes or as reserves for
such trading, can be invested in U.S. government securities and time deposits
with U.S. banks. Investors should note that maintenance of the Fund's assets
in U.S. government securities and banks does not reduce the risk of loss from
trading futures, forward and swap contracts. The Fund receives all interest
earned on its assets. No other person shall receive any interest or other
economic benefits from the deposit of Fund assets.
Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker,
although the amount committed may vary significantly. Such assets are
maintained in the form of cash or U.S. Treasury bills in segregated accounts
with the futures broker pursuant to the Commodity Exchange Act and
regulations thereunder. Approximately 10% to 40% of the Fund's assets are
deposited with over-the-counter counterparties in order to initiate and
maintain forward and swap contracts. Such assets are not held in segregation
or otherwise regulated under the Commodity Exchange Act, unless such over-
the-counter counterparty is registered as a futures commission merchant.
These assets are held either in U.S. government securities or short-term time
deposits with U.S.-regulated bank affiliates of the over-the-counter
counterparties. The remaining 60% to 90% of the Fund's assets will normally
be invested in cash equivalents, such as U.S. Treasury bills, and held by the
futures broker or the over-the-counter counterparties.
The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.
Results of Operations
The initial start-up costs attendant to the sale of Units by use of a
Prospectus which has been filed with the Securities and Exchange Commission
are substantial. The results of the partial year 2000 and the years 2001,
2002, 2003 and 2004 reflect the absorption of these costs by the Fund. To
date, the Fund has not been profitable. See Part I - Events Subsequent to
December 31, 2004 for an explanation of intended future operations.
The Partnership Agreement grants solely to the General Partner the right to
select the CTA and to otherwise manage the operation of the Fund. See the
Registration Statement, incorporated by reference herein, for an explanation
of the operation of the Fund.
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 Fund trades in futures, forward and swap
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and
the Limited Partners would realize a 100% loss. The Fund, the General Partner
and the CTAs minimize market risk through real-time monitoring of open
positions, diversification of the portfolio and maintenance of a margin-to-
equity ratio that rarely exceeds 40%.
In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. 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.
In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial
institutions; thus there may be a greater counterparty credit risk. The CTAs
trade for the Fund only with those counterparties which they believe to be
creditworthy. All positions of the Fund are valued each day on a mark-to-
market basis. There can be no assurance that any clearing member,
clearinghouse or other counterparty will be able to meet its obligations to
the Fund.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund
securities is expected to develop. The Fund is engaged in the speculative
trading of futures and options on futures. The risks are fully explained in
the Fund prospectus delivered to each prospective partner prior to their
investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2004, were audited by Frank
L. Sassetti & Co., Certified Public Accountants, 6611 West North Avenue, Oak
Park, IL 60302 and are provided in this Form 10-K beginning on page F-1. The
supplementary financial information specified by Item 302 of Regulation S-K
is included in Item 6. Selected Financial Data.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
Item 9A. Controls and Procedures.
The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund
as of the end of the period covered by this annual report. Based on their
evaluation, Mr. Pacult has concluded that these disclosure controls and
procedures are effective. There were no changes in the General Partner's
internal control over financial reporting applicable to the Fund identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have
materially affected, or is reasonably likely to materially affect, internal
control over financial reporting applicable to the Fund.
The Fund securities are not publicly traded so that there can be no insider
trading or leaks of confidential information to the public. All Fund money
is on deposit either with a bank or a futures commission merchant. There is
an audit trail produced by both. A certified public accountant prepares the
monthly financial statements. The Fund units are sold during the month at a
net asset value to be determined as of the close of business on the last day
of trading each month. No information related to the value of the units
during the month is available to the Fund sales force or the prospects. All
quarterly financial statements are reviewed by an independent certified
public accountant who audits the Fund financial statements at the end of each
calendar year. The Fund maintains its subscription agreements and other
records for six years.
Item 9B. Other Information.
None
Part III
Item 10. Directors and Executive Officers of the Registrant
The Fund is a Delaware Limited Partnership which acts through its corporate
General Partner. Accordingly, the Registrant has no Directors or Executive
Officers.
The General Partners of the Registrant during the year 2004 were Belmont
Capital Management, Incorporated, a Delaware corporation, and Michael P.
Pacult. The General Partners are both registered with the National Futures
Association as commodity pool operators pursuant to the Commodity Exchange
Act, and Mr. Michael Pacult, age 60, is the sole shareholder, director,
registered principal and executive officer of the corporate General Partner.
The background and qualifications of Mr. Pacult are disclosed in the
Registration Statement, incorporated herein by reference. Mr. Pacult is also
a registered representative with Futures Investment Company, the broker
dealer which conducts the "best efforts" offering of the Units.
From August, 2003, to present, Mr. Pacult has been the sole owner, director
and president of Ashley Capital Management, Inc., a commodity pool operator
of partnership that competes with this partnership; and, since April 2003 to
present, he has been the sole owner, director and president of White Oak
Financial Services, Inc., a commodity pool operator that will also compete
with this partnership; and, since October 2004 to present, he has been the
sole owner, director and president of TriView Capital Management, Inc., a
commodity pool operator that will also compete with this partnership. Since
August 2003, he has also served as the individual general partner or managing
member of three other commodity pools, Atlas Futures Fund, LP, Providence
Select Fund, LP, and TriView Global Fund, LLC.
There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.
Audit Committee Financial Expert
Mr. Pacult, in his capacity as the sole principal for the Fund, has
determined that he qualifies as an "audit committee financial expert" in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission. He is not independent of management.
Code of Ethics
The Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal. Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, those functions are exclusively the
responsibility of the Fund and its General Partner.
Item 11. Executive Compensation.
Although there are no executives in the Fund, the corporate General Partner
and certain persons Affiliated with the General Partners are paid
compensation that the Fund has elected to disclose on this Form 10-K. During
the year 2004, as described previously, the Fund paid its General Partner
fixed brokerage commissions of four percent (4%) per year, payable monthly,
to cover the cost of the trades entered by the CTA in addition to an
incentive fee of five percent (5%) per year, payable quarterly, on New Net
Profits earned by the Fund. The corporate General Partner retained the
difference, if any, between the cost to enter the trades and the four
percent.
The selling agents earned a four percent (4%) annual continuing compensation
paid by the Fund to Futures Investment Company, the Affiliated selling broker
for service to investors and retention of investment in the Fund. All
compensation is disclosed in the Registration Statement, which is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Partners owned more than five percent (5%) of the total
equity of the Fund on December 31, 2004, but have since redeemed their Units
in the Fund:
Name Percent Ownership
Bill Ernst 10.46%
C.R. Stevens Family Partnership, LTD 10.06
Sterling Trust FBO Elaine Vlaun 9.03
(b) As of February 28, 2005, the General Partner owned 34.88 Units of
Limited Partnership Interest.
(c) The Limited Partnership Agreement governs the terms upon which control
of the Fund may change. No change in ownership of the Units will, alone,
determine the location of control. The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner. Control of the
management of the Partnership may never vest in one or more Limited Partners.
A change in individual General Partner and control of the corporate General
Partner are described in Item 1 of this Form 10-K.
Item 13. Certain Relationships and Related Transactions.
See Item 11, Executive Compensation and Item 12, Security Ownership of
Certain Beneficial Owners and Management. The General Partner has sole
discretion over the selection of trading advisors. Belmont Capital
Management, Inc., the corporate General Partner, is paid a fixed commission
for trades and, therefore, the General Partner has a potential conflict in
the selection of a CTA that makes few trades rather than produces profits for
the Fund. This conflict and others are fully disclosed in the Registration
Statement, which is incorporated herein by reference.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Audit Fees
The fees and costs paid to Frank L. Sassetti & Co. for the audit of the
Fund's annual financial statements, for review of financial statements
included in the Fund's Forms 10-Q and other services normally provided in
connection with regulatory filing or engagements (i.e., consents related to
SEC registration statements) for the years ended December 31, 2004 and 2003
were $19,500 and $27,520, respectively.
(b) Audit Related Fees
None
(c) Tax Fees
The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance
services for the years ended December 31, 2004 and 2003 were $1,400 and
$1,400, respectively.
(d) All Other Fees
None
(e) The Board of Directors of Belmont Capital Management, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
See Index to Financial Statements for the years ended December 31,
2004, 2003 and 2002.
The Financial Statements begin on page F-1 of this report.
2. Financial Schedules
Not applicable, not required, or included in the Financial Statements.
3. Exhibits.
Incorporated by reference from Form S-1, and all amendments at file No. 333-
61217 previously filed with the Washington, D. C. office of the Securities
and Exchange Commission.
(d) Reports on Form 8-K: none
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2004, to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: Bromwell Financial Fund, Limited Partnership
By Belmont Capital Management, Inc.
Its General Partner
Date: August 8, 2005 By: /s/ Michael P. Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
*****************************************************************************
BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31,
2004, 2003 AND 2002
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Balance Sheets F-3
Schedules of Investments F-4 - F-8
Statements of Operations F-9
Statements of Partners' Equity F-10
Statements of Cash Flows F-11
Notes to Financial Statements F-12 - F-18
F-1
Frank L. Sassetti & Co.
Certified Public Accountants
To The Partners
Bromwell Financial Fund, Limited Partnership
Dover, Kent County, Delaware
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance
sheets, including the schedules of investments, of BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP as of December 31, 2004 and 2003, and the related
statements of operations, partners' equity and cash flows for each of the
three years in the period ended December 31, 2004. 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 BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP as of December 31,
2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States.
/s/ Frank L. Sassetti & Co.
March 18, 2005
Oak Park, Illinois
6611 W. North Avenue * Oak Park, Illinois 60302
* Phone (708) 386-1433 * Fax (708) 386-0139
F-2
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2004 AND 2003
ASSETS
2004 2003
Investments
Equity in Commodity Futures Trading Accounts -
Cash and cash equivalents $ 255,008 $ 973,657
U.S. Treasury obligations 362,330 -
Net unrealized gains on open commodity
futures contracts 7,630 72,792
Net unrealized (losses) gains on open commodity
forward contracts (22,511) 7,369
Total Investments 602,457 1,053,818
Cash 121,848 22,397
Accrued interest receivable 7,252 -
$731,557 $1,076,215
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Partner redemptions payable $ - $ 7,405
Accrued trading commissions payable 1,093 3,132
Accrued management fees payable 8,877 9,323
Accrued incentive fees payable 2,750 9,455
Other accrued liabilities 6,386 10,000
Total Liabilities 19,106 39,315
PARTNERS' CAPITAL
Limited partners - (918.35 and 1,257.32 units) 686,382 1,036,900
General partner - (34.88 units and 0 units) 26,069
Total Partners' Capital 712,451 1,036,900
$ 731,557 $1,076,215
The accompanying notes are an integral part
of the financial statements.
F-3
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Contracts Value Percent
United States Commodity Futures Postions, Held Long:
2 Mar '05 NBT Coffee $ 3,188 0.53%
2 Feb '05 CMX Gold (2,160) (0.36)
2 Feb '05 CME Lean Hogs 2,040 0.34
1 Mar '05 IMM Euro FX 1,500 0.25
2 Mar '05 IMM New Zealand Dollar 2,380 0.40
2 Mar '05 IMM British Pound (2,738) (0.45)
1 Mar '05 IMM Canadian Dollars 40 0.01
1 Mar '05 IMM Swiss Franc (288) (0.05)
8 Mar '05 IMM Mexican Peso 700 0.12
4 Mar '05 CME E-mini NASDAQ 2,160 0.36
3 Mar '05 CME E-mini S&P 500 5,070 0.84
Total United States Commodity Futures Positions 11,893 1.99
Hong Kong Commodity Futures Positions, Held Long:
2 Jan '05 HKFE Hang Seng Index (463) (0.08)
Canadian Commodity Futures Positions, Held Long:
2 Mar '05 ME 10 Year Canadian Gvt Bond 2,487 0.41
Japanese Commodity Futures Positions, Held Long:
1 Mar '05 NBT Euroyen CHF/JPY Cross (605) (0.10)
2 Mar '05 NBT Euroyen EUR/JPY Cross (1,133) (0.19)
13 Jun '05 SGX Euro/Yen Tibor 793 0.13
Total Japanese Commodity Futures Positions (945) (0.16)
British Commodity Futures Positions, Held Long:
2 Mar '05 NBT EUR/GBP Cross 1,043 0.17
2 Mar '05 LIFFE LONG GILT 2,163 0.36
1 Mar '05 FTSE 100 Index 1,091 0.18
Total British Commodity Futures Positions 4,297 0.71
The accompanying notes are an integral part
of the financial statements.
F-4
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Contracts Value Percent
Australian Commodity Futures Positions, Held Long:
1 Mar '05 SFE SPI 200 Equity Index Futures $ 2,163 0.36%
5 Mar '05 SFE 10YR T-Bond (4,966) (0.82)
11 Mar '05 SFE 3YR T-Bond (4,313) (0.72)
Total Australian Commodity Futures Positions (7,116) (1.18)
European Commodity Futures Positions, Held Long:
6 Sep '05 LIFFE 3M Euribor (3,376) (0.56)
1 Jan '05 MEF IBEX 35 2,428 0.40
6 Mar '05 ERX 2 YR Bond (2,455) (0.41)
1 Mar '05 ERX DAX Index (443) (0.07)
Total European Commodity Futures Positions (3,846) (0.64)
Total Commodity Futures Positions, Held Long 6,306 1.05
United States Commodity Futures Positions, Sold Short:
2 Mar '05 CBT Wheat 375 0.06
4 Mar '05 CBT Corn 700 0.12
3 Mar '05 CBT Soybeans 413 0.07
Total United States Commodity Futures Positions 1,488 0.25
South African Commodity Futures Positions, Sold Short:
1 Mar '05 NBT S. African Rand 4,418 0.73
Swedish Commodity Futures Positions, Sold Short:
3 Mar '05 NBT EUR/SEK FX Cross Forward (4,582) (0.76)
Total Commodity Futures Sold Short 1,324 0.22
Net Commodity Futures Positions 7,630 1.27
The accompanying notes are an integral part
of the financial statements.
F-5
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Contracts Value Percent
United States Forward Positions, Held Long:
3 Jan '05 LME Standard Lead $ 7,555 1.25%
3 Feb '05 LME Standard Lead 3,710 0.62
1 Mar '05 LME Standard Lead (491) (0.08)
2 Jan '05 LME Zinc 3,208 0.53
2 Mar '05 LME Zinc 1,715 0.28
1 Jan '05 LME Copper 4,404 0.73
2 Mar '05 LME Aluminum 2,342 0.39
Total United States Forward Positions, Held Long 22,443 3.73
United States Forward Positions, Sold Short:
3 Jan '05 LME Standard Lead (14,086) (2.34)
3 Feb '05 LME Standard Lead (7,425) (1.23)
2 Jan '05 LME Zinc (10,810) (1.79)
1 Jan '05 LME Copper (12,633) (2.10)
Total Forward Positions Sold Short (44,953) (7.46)
Net Forward Positions (22,511) (3.74)
U.S. Treasury obligations:
United States Treasury Notes- Series C 2010
($329,000 Face Value) 362,330 60.14
Cash and Cash Equivalents in Trading Accounts:
United States Markets 261,134 43.35
Eurodollar Markets (1,424) (0.24)
British Pound Markets (4,810) (0.80)
Swiss Franc Markets (1,511) (0.25)
Hong Kong Dollar Markets 2,685 0.45
S. African Rand Markets (1,066) (0.18)
Total Cash and Cash Equivalents
in Trading Accounts 255,008 42.33
Total Investments $602,457 100.00%
The accompanying notes are an integral part
of the financial statements.
F-6
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003
Contracts Value Percent
United States Commodity Futures Positions, Held Long
2 Mar '04 Silver $7,000 0.66%
4 Feb '04 Gold 8,320 0.79
2 Feb '04 Unleaded Gas (8) (0.00)
1 Mar '04 Soybeans 950 0.09
2 Mar '04 Soybean Meal 1,380 0.13
3 Mar '04 Soybean Oil 4,932 0.47
1 Mar '04 Euro FX 4,319 0.41
1 Mar '04 New Zealand Dollar 950 0.09
3 Mar '04 British Pound 9,862 0.94
1 Mar '04 Canadian Dollars 500 0.05
2 Mar '04 Swiss Franc 3,725 0.35
1 Mar '04 Japanese Yen (488) (0.05)
2 Mar '04 Australian Dollar 2,560 0.24
2 Mar '04 E-mini NASDAQ 3,326 0.32
1 Mar '04 E-mini S&P 500 2,572 0.24
2 Jan '04 Taiwan Stock Index 640 0.06
Total United States Commodity Futures Positions 50,540 4.79
Swiss Commodity Futures Positions, Held Long
19 Jun '04 3 Month Euroswiss 6,549 0.62
Canadian Commodity Futures Positions, Held Long
8 Jun '04 3 Month Bankers Acceptance 4,046 0.38
Japanese Commodity Futures Positions, Held Long
19 Mar '04 Euroyen Tibor 444 0.04
British Commodity Futures Positions, Held Long
3 Mar '04 FTSE 100 Index 7,179 0.68
Australian Commodity Futures Positions, Held Long
6 Mar '04 SPI 200 Equity Index Futures 7,781 0.74
European Commodity Futures Positions, Held Long
2 Jan '04 IBEX 35 7,200 0.68
Total Commodity Futures Positions, Held Long 83,739 7.93
The accompanying notes are an integral part
of the financial statements.
F-7
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003
Contracts Value Percent
United States Commodity Futures Positions, Sold Short
2 Mar '04 Coffee $(1,537) (0.15)%
17 Mar '04 Sugar 2,666 0.25
7 Feb '04 Lean Hogs (2,590) (0.25)
Total United States Commodity Futures Positions (1,461) (0.15)
British Commodity Futures Positions, Sold Short
1 Mar '04 Long Gilt (4,373) (0.41)
Swedish Commodity Futures Positions, Sold Short
3 Mar '04 EUR/SEK FX Cross Forward (5,113) (0.49)
Total Commodity Futures Sold Short (10,947) (1.05)
Net Commodity Futures Positions 72,792 6.88
United States Forward Positions, Held Long
5 Jan '04 Standard Lead 10,937 1.04
8 Jan '04 Zinc 8,400 0.80
1 Jan '04 Copper 4,750 0.45
5 Jan '04 Aluminum 7,094 0.67
Total United States Forward Positions, Held Long 31,181 2.96
United States Forward Positions, Sold Short
2 Jan '04 Lead (5,174) (0.49)
6 Jan '04 Zinc (9,600) (0.91)
1 Jan '04 Copper (5,475) (0.52)
2 Jan '04 Aluminum (3,563) (0.34)
Total Forward Positions Sold Short (23,812) (2.26)
Net Forward Positions 7,369 0.70
Cash in Trading Accounts 973,657 92.42
Total Investments $1,053,818 100.00%
The accompanying notes are an integral part
of the financial statements.
F-8
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
INVESTMENT AND OTHER INCOME
Interest income $ 16,480 $ 3,464 $ 6,435
Redemption penalty - 304 4,554
Total Investment and Other Income 16,480 3,768 10,989
EXPENSES
Commissions 30,891 150,080 207,515
Management fees 8,449 59,107 72,904
Continuing service fees 33,897
Incentive fees 27,290 10,179 62,248
Professional accounting and legal fees 90,020 60,553 48,539
Other operating and administrative expenses 1,375 1,957 1,428
Total Expenses 191,922 281,876 392,634
Net Investment Income (175,442) (278,108) (381,645)
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized gain on trading futures 118,254 102,824 83,402
Realized loss on exchange rate fluctuation (2,075) (294)
Realized/unrealized gain on Treasury
securities 15,579
Change in unrealized gain/(loss) on
open commodity futures contracts (65,162) 1,046 49,936
Realized gain from trading options 95,986 201,197
Realized gain from trading forward
contracts 27,794
Change in unrealized gain/(loss) on
forward contracts (29,880) 7,369 (26,775)
Total Realized and Unrealized Gain
on Investments 64,510 206,931 307,760
NET LOSS $(110,932) $(71,177) $(73,885)
NET INCOME (LOSS) PER UNIT-
Limited partnership unit $ (108.27) $ (46.57) $ (41.70)
General partnership unit $ 30.65 $ $
The accompanying notes are an integral part
of the financial statements.
F-9
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
TOTAL
LIMITED PARTNERS GENERAL PARTNERS PARTNERS' CAPITAL
Amount Units Amount Units Amount Units
Balance -
January 1, 2002 $1,835,639 1,922.06 $ $1,835,639 1,922.06
Additions of
244.50 units 230,750 244.50 230,750 244.50
Syndication costs (18,337) (18,337)
Redemptions of
351.37 units (324,179) (351.37) (324,179) (351.37)
Net loss (73,885) (73,885)
Balance -
December 31, 2002 1,649,988 1,815.19 1,649,988 1,815.19
Syndication costs (14,050) (14,050)
Redemptions of
557.87 units (527,861) (557.87) (527,861) (557.87)
Net loss (71,177) (71,177)
Balance -
December 31, 2003 1,036,900 1,257.32 1,036,900 1,257.32
Additions of
383.53 units 264,856 348.65 25,000 34.88 289,856 383.53
Syndication costs (16,621) (16,621)
Redemptions of
687.62 unit (486,752) (687.62) (486,752) (687.62)
Net income (loss) (112,001) 1,069 (110,932)
Balance -
December 31, 2004 $686,382 918.35 $26,069 34.88 $712,451 953.23
December 31, 2004 December 31, 2003 December 31, 2002
Net value per partnership unit $747.41 $824.69 $908.99
Total partnership units 953.23 1,257.32 1,815.19
The accompanying notes are an integral part
of the financial statements.
F-10
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
2004 2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(110,932) $ (71,177) $(73,885)
Adjustments to reconcile net loss to
net cash used in operating activities -
Changes in operating assets and liabilities -
Equity in Commodity Futures
Trading Accounts (267,288) (8,415) (85,561)
Accrued interest receivable (7,252) 1,884 (762)
Accrued management and incentive fees (7,151) 10,020 1,913
Other payables and accruals (5,653) 4,645 (1,135)
Net Cash Used In
Operating Activities (398,276) (63,043) (159,430)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 289,856 230,750
Syndication costs (16,621) (14,050) (18,337)
Partner redemptions (494,157) (525,069) (319,566)
Net Cash Used In
Financing Activities (220,922) (539,119) (107,153)
NET DECREASE IN CASH
AND CASH EQUIVALENTS (619,198) (602,162) (266,583)
CASH AND CASH EQUIVALENTS
Beginning of period 996,054 1,598,216 1,864,799
End of period $ 376,856 $ 996,054 $1,598,216
End of period cash and cash equivalents consists of:
Cash and cash equivalents in broker
trading accounts $ 255,008 $ 973,657 $1,578,725
Cash 121,848 22,397 19,491
$ 376,856 $ 996,054 $1,598,216
The accompanying notes are an integral part
of the financial statements.
F-11
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Bromwell Financial Fund, Limited Partnership (the Fund) was formed
January 12, 1999 under the laws of the State of Delaware. The Fund is
engaged in the speculative trading of futures contracts in commodities, which
commenced in July, 2000. Belmont Capital Management, Inc. (Belmont) and
Michael Pacult are the general partners and commodity pool operators (CPOs)
of the Fund. The commodity trading advisor (CTA) is Fall River Capital, LLC
(previous to November 3, 2003, Ansbacher Investment Management, Inc. and
Mangin Capital Management, Inc. were the CTAs), which have the authority to
trade as much of the Fund's equity as is allocated to them by the General
Partner. The selling agent is Futures Investment Company (Futures), which is
controlled by Michael Pacult and his wife.
Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities and Exchange Act of 1934 (the
Act). The Fund is subject to the regulations of the SEC and the reporting
requirements of the Act. The Fund is also subject to the regulations of the
Commodities Futures Trading Commission (CFTC), an agency of the U.S.
government which regulates most aspects of the commodity futures industry,
the rules of the National Futures Association and the requirements of various
commodity exchanges where the Fund executes transactions. Additionally, the
Fund is subject to the requirements of futures commission merchants and
interbank market makers through which the Fund trades.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association and the states where the offering was made were
accumulated, deferred and charged against the gross proceeds of offering at
the initial closing as part of the offering expenses. The Fund remains open
to new partners and incurs costs required to retain the ability to issue new
units. Such costs are treated in a similar manner. Costs of recurring
annual and quarterly filings with regulatory agencies are expensed as
incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
F-12
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Income Taxes - The Fund is not required to provide a provision for
income taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.
Net Income (Loss) Per Unit - Net income (loss) per unit is calculated
based on the weighted average number of units outstanding during the period.
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers cash and money market funds to be cash equivalents. Net
cash used in operating activities includes no cash payments for interest or
income taxes.
Foreign Currency Transactions - The Fund's functional currency is the
U.S. dollar; however, it transacts business in currencies other than the U.S.
dollar. Assets and liabilities denominated in currencies other than U.S.
dollar are translated into U.S. dollars at the rates in effect at the date of
the statement of financial condition. Income and expense items denominated
in currencies other than the U.S. dollar are translated into U.S. dollars at
the rates in effect at each month end. Gains and losses resulting from the
translation to U.S. dollars are reported in income currently.
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, including suspending all
trading, include executing and filing all necessary legal documents,
statements and certificates of the Fund, retaining independent public
accountants to audit the Fund, employing attorneys to represent the Fund,
reviewing the brokerage commission rates to determine reasonableness,
maintaining the tax status of the Fund as a limited partnership, maintaining
a current list of the names, addresses and numbers of units owned by each
Limited Partner and taking such other actions as deemed necessary or
desirable to manage the business of the Partnership.
If the daily net unit value of the partnership falls to less than 50%
of the highest value earned through trading, then the General Partner will
immediately suspend all trading, provide all limited partners with notice of
the reduction and give all limited partners the opportunity, for fifteen days
after such notice, to redeem partnership interests. No trading will commence
until after the lapse of the fifteen day period.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that:
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
F-13
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partners.
Federal Income Tax Allocations - As of the end of each fiscal year, the
Partnership's realized capital gain or loss and ordinary income or loss shall
be allocated among the Partners, after having given effect to the fees and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds
at least five business days prior to month end. Subscriptions must be
accepted or rejected by the general partner within five business days. The
investor also has five business days to withdraw his subscription. Funds are
deposited into an interest bearing subscription account and will be
transferred to the Fund's account on the first business day of the month
after the subscription is accepted. Interest earned on the subscription funds
will accrue to the account of the investor.
Redemptions - A limited partner may request any or all of his
investment be redeemed at the net asset value as of the end of a month. The
written request must be received by the general partner no less than ten
business days prior to a month end. Redemptions will generally be paid within
twenty days of the effective month end. However, in various circumstances due
to liquidity, etc. the general partner may be unable to comply with the
request on a timely basis. There are no fees for redemption.
4. FEES
Effective November 1, 2003, the Fund is charged the following fees:
A management fee of 1% (annual rate) of the equity assigned to each
CTA, paid on a monthly basis and a 20% quarterly incentive fee on all new net
profits (as defined).
A continuing service fee of 4% (annual rate) of the investment in the
Fund (as defined) will be paid to the selling agent.
A $22 per round turn brokerage commission (from which brokerage
commissions will be paid to the futures commission merchant) and a 5%
quarterly incentive fee on all new net profits (as defined) will be paid to
the general partner. Effective March 1, 2004, the brokerage commission was
changed from $22 per round turn to a 4% (annual rate) of the equity deposit
for trading as a fixed annual brokerage commission, paid on a monthly basis.
The General Partner has reserved the right to change the management fee
and the incentive fee at its sole discretion.
F-14
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
5. RELATED PARTY TRANSACTIONS
The Fund paid the following expenses to related parties during the
years ended December 31, 2004, 2003 and 2002:
2004 2003 2002
Commissions/Management Fees - Belmont $24,713 $41,793 $54,070
Commission/Continuing Service Fees -
Futures $33,897 $95,059 $131,973
On July 1, 2004, Belmont invested $25,000 in the Fund, which
represented 34.88 units.
Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA
and others when they act, in good faith, in the best interests of the Fund.
The Fund is unable to develop an estimate for future payments resulting from
hypothetical claims, but expects the risk of having to make any payments
under these indemnifications to be remote.
6. TRADING ACTIVITIES AND RELATED RISKS
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed to both market risk, the risk
arising from changes in market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms of a
contract.
A certain portion of cash in trading accounts is pledged as collateral
for commodities trading on margin. Additional deposits may be necessary for
any loss on contract value. The Commodity Exchange Act requires a broker to
segregate all customer transactions and assets from such broker's proprietary
activities.
The amount of required margin with the broker and interbank market
makers is subject to management judgment, but should never fall below 10% of
the Net Asset Value. The cash deposited in trading accounts at December 31,
2004 and 2003 was $255,008 and $973,657, respectively, which equals
approximately 36% and 96% of Net Asset Value, respectively. The Fund also
purchases U.S. Treasury Notes as a form of margin. At December 31, 2004,
$362,330 was invested in a U.S. Treasury Note, which approximates 51% of the
Net Asset Value.
F-15
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
5. TRADING ACTIVITIES AND RELATED RISKS- CONTINUED
Trading in futures contracts involves entering into contractual
commitments to purchase or sell a particular commodity at a specified date
and price. The gross or face amount of the contract, which is typically many
times that of the Fund's net assets being traded, significantly exceeds the
Fund's future cash requirements since the Fund intends to close out its open
positions prior to settlement. As a result, the Fund is generally subject
only to the risk of loss arising from the change in the value of the
contracts. The market risk is limited to the gross or face amount of the
contracts held of approximately $15,100,000 and $12,790,000 on long positions
at December 31, 2004 and 2003, respectively. However, when the Fund enters
into a contractual commitment to sell commodities, it must make delivery of
the underlying commodity at the contract price and then repurchase the
contract at prevailing market prices or settle in cash. Since the repurchase
price to which a commodity can rise is unlimited, entering into commitments
to sell commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including
government programs and policies, political and economic events, the level
and volatility of interest rates, foreign currency exchange rates, the
diversification effects among the derivative instruments the Fund holds and
the liquidity and inherent volatility of the markets in which the Fund
trades.
The unrealized gain on open commodity futures contracts at December 31,
2004, and 2003 was $7,630 and $72,792, respectively.
The unrealized gain (loss) on open commodity forward contracts at
December 31, 2004, and 2003 was $(22,511) and $7,369 respectively.
Open contracts generally mature within three months and as of December
31, 2004, the latest maturity date for open futures contracts is September,
2005. However, the Fund intends to close all contracts prior to maturity.
Credit risk is the possibility that a loss may occur due to the failure
of a counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with
financial institutions. In the event of a financial institution's insolvency,
recovery of Fund deposits may be limited to account insurance or other
protection afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-16
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
7. FINANCIAL HIGHLIGHTS
Year to Date
2004 2003 2002 2001 2000(6)
Performance per Unit (5)
Net unit value, beginning of
period $824.69 $908.99 $955.04 $972.92 $980.64
Net realized and unrealized
gains/losses on commodity
transactions 89.50 97.66 169.37 123.33 48.00
Investment and other income 15.67 2.47 6.20 9.72 3.98
Expenses (1) (182.45) (184.43) (221.62) (150.93) (59.70)
Net decrease for the period (77.28) (84.30) (46.05) (17.88) (7.72)
Net unit value, end of period $747.41 $824.69 $908.99 $955.04 $972.92
Net assets, end of period (000) $ 712 $ 1,037 $ 1,650 $ 1,836 $ 1,718
Total return (3) (9.37)% (9.27)% (4.83)% (1.84)% (0.79)%
Ratio to average net assets (4)
Investment and other income 2.11% 0.29% 0.60% 1.01% 1.10%
Expenses (2) (20.62)% (10.16)% (10.16)% (5.79)% (9.46)%
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not annualized for periods less than one year
(4) Annualized for all periods
(5) Investment and other income and expenses is calculated using average
number of units outstanding during the year. Net realized and unrealized
gains/losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.
(6) Period from July 1, 2000 (inception of trading) to December 31,
2000. Beginning net unit value based on new subscriptions during period, net
of syndication costs.
F-17
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004, 2003 AND 2002
8. SUBSEQUENT EVENT
Because the CTA selected to trade for the Fund did not perform as
expected, the general partner suspended trading on January 10, 2005 and
recommended to the limited partners to redeem their partnership units
voluntarily. All limited unit holders, except for 22.89 units had requested
redemption as of January 31, 2005 and were paid on February 1, 2005. The
total redemptions paid were approximately $613,000. The net loss for January,
2005 was approximately $112,000.
The general partner and an affiliated limited partner intend to reopen
the Fund under revised business terms with one or more different CTA's.
F-18