FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-85755
Bromwell Financial Fund, Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 51-0387638
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices, including zip code)
(800) 331-1532
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2)
Yes No X
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The reviewed financial statements for the Registrant for the three months
ended March 31, 2006 are attached hereto and made a part hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General Information
The Fund suspended trading on January 10, 2005. All but the General Partner
and one affiliated limited partner redeemed their Units. Fund Management, on
behalf of the Fund stopped all trading on January 10, 2005 and terminated the
commodity trading advisor with the view that a new trading advisor would be
selected and the fund would reopen for new investment. At some time in the
future, Registrant will, pursuant to the terms of the Limited Partnership
Agreement, engage in the business of speculative and high risk trading of
commodity futures and options markets through the services of one or more
commodity trading advisors its management selects.
The General Partner filed post effective amendments to the Fund's
Registration Statement on March 31, 2005 and November 18, 2005, which became
effective April 13, 2005 and December 12, 2005, respectively, to amend the
terms upon which the Fund would be reopened for sale; however, no sales were
made pursuant to the new as of March 31, 2006. The Partnership will sell the
balance of un-issued registered securities of $4,474,938, as of March 31,
2005, until the total amount of registered securities, $7,000,000, is sold or
the offering terminates. Upon the sale of $1,000,000 in Units, the Fund will
recommence trading with NuWave Investment Corp., 1099 Mount Kemble Avenue,
Morristown, New Jersey 07960, as sole CTA.
Description of Fund Business
The Fund grants one or more commodity trading advisors ("CTA") a power of
attorney that is terminable at the will of either party to trade the equity
assigned to each CTA by Fund management. From November 1, 2003 to January
10, 2005, Fall River Capital Management, Inc. was the sole commodity trading
advisor of the Fund. The commodity trading advisors have sole discretion to
select the trades and do not disclose the methods they use to make those
determinations in their disclosure documents or to the Fund or to Fund
management. There is no promise or expectation of a fixed return to the
partners. The partners must look solely to trading profits for a return
their investment as the interest income is expected to be less than the fixed
expenses to operate the Fund.
Assets
The Fund assets consist of cash used as margin to secure futures (formerly
called commodity) trades entered on its behalf by the commodity trading
advisors it selects. The Fund deposits its cash with one or more futures
commission merchants (brokers) who hold and allocate the cash to use as
margin to secure the trades made. The futures held in the Fund accounts are
valued at the market price on the close of business each day by the Futures
Commission Merchant or Merchants that hold the Fund equity made available for
trading. The Capital accounts of the Partners are immediately responsible
for all profit and losses incurred by trading and payment and accrual of the
expenses of offering partnership interests for sale and the operation of the
partnership. The fixed costs of operation until the cessation of trading on
January 10, 2005 were a management fee of 1% and incentive fee of 20% paid to
the commodity trading advisor, fixed annual brokerage commissions of 4%, an
annual continuing service fee of 4%, and accounting and legal fees that must
be paid before the limited partners may earn a profit on their investment.
It expects to re-open to sell the balance of its registered but un-issued
partnership interests on different terms.
The Fund does not intend to borrow from third parties. Its trades are
entered pursuant to a margin agreement with the futures commission merchant
which obligates the fund to the actual loss, if any, without reference or
limit by the amount of cash posted to secure the trade. The limited partners
are not personally liable for the debts of the Fund, including any trading
losses. The Registrant will in the future offer Units for sale to the public
until the balance of $4,474,938 in face amount of Units are sold. Of the
$7,000,000 of Units registered, $2,525,062 have been sold, have been redeemed
and will not be resold. Capital available will be dependent upon the
marketing and sales effort put in place by Fund management to sell the
remaining $4,474,938 in face amount of limited partnership interests.
Value an Investment in the Fund Depends upon Redemption of Fund Units
The Fund Units are not traded and they have no market value. Liquidity of an
investment in the Fund depends upon the credit worthiness of the exchanges,
brokers, and third parties of off exchange traded futures that hold Fund
equity or have a lien against Fund assets for payment of debts incurred.
Those parties must honor their obligations to the Fund for the Fund to be
able to obtain the return of its cash from the futures commission merchant
that holds the Fund account.
The commodity trading advisors select the markets and the off exchange
instruments to be traded. The General Partner selects the futures commission
merchants to hold the Fund assets. Both the commodity trading advisors and
the general partner believe all parties who hold Fund assets or are otherwise
obligated to pay value to the Fund are credit worthy. Margin is an amount to
secure the entry of a trade and is not a limit of the profit or loss to be
gained from the trade. The general partner intends to allocate approximately
97% of the Fund equity to be used as margin to enter trades. Although it is
customary for the commodity trading advisors to use 40% or less of the equity
available as margin, there is no limit imposed by the Fund upon the amount of
equity the advisors may commit to margin. It is possible for the Fund to
suffer losses in excess of the margin it posts to secure the trades made.
To have the purchase price or appreciation, if any, of the Units, paid to
them, partners must use the redemption feature of the Partnership.
Distributions, although possible in the sole discretion of the general
partner, are not expected to be made. There is no current market for the
Units sold, none is expected to develop and the partnership agreement limits
the ability of a partner to transfer the Units.
Results of Operations
The Fund results after payment and accrual of expenses for the first three
months of 2006 was a loss of (10.68)% and for the first three months of 2005
was a loss of (14.55)%. The profits/losses were generated by the commodity
trading advisors by methods that are proprietary to them. These results are
not to be construed as an expectation of similar profits in the future.
Quantitative and Qualitative Disclosures about Market Risk
The business of the Fund is speculative and involves a high degree of risk of
loss.
Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the general partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent Certified Public Accounting Firm and then are reviewed each
quarter and audited each year by a different independent CPA firm.
Internal Control over Financial Reporting
Each month, the general partner reviews the profit and loss statements for
the month and once approved each partner is sent a statement to disclose
total Fund performance and the amount in the partner's capital account.
Checks are paid for expenses only upon approval of invoices submitted to the
general partner or pursuant to standing authorizations for periodic fixed
expenses. Payment of a redemption is only upon receipt of a request form
signed by the person with authority over the partner's account. The general
partner balances the daily account information with the monthly compilation
and financial statements prepared by the independent CPA.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) 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-Q for the
period ended March 31, 2006, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Bromwell Financial Fund, Limited Partnership
By Belmont Capital Management, Incorporated
Its General Partner
By: /s/ Michael Pacult
Mr. Michael Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the General
Partner
Date: May 15, 2006
BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
Page
Accountants' Review Report F-2
Financial Statements
Balance Sheets as of March 31, 2006 and December 31, 2005 F-3
Statements of Operations for the Three Months
Ended March 31, 2006 and 2005 F-4
Statements of Partners' Equity for the Three Months
Ended March 31, 2006 and 2005 F-5
Statements of Cash Flows for the Three Months
Ended March 31, 2006 and 2005 F-6
Notes to Financial Statements F-7 - F-12
F-1
Frank L. Sassetti & Co.
Certified Public Accountants
To The Partners
Bromwell Financial Fund, Limited Partnership
Dover, Kent County, Delaware
We have reviewed the balance sheet of BROMWELL
FINANCIAL FUND, LIMITED PARTNERSHIP as of March 31, 2006 and the related
statements of operations, partners' equity and cash flows for the three
months ended March 31, 2006 and 2005. These financial statements are the
responsibility of the Partnership's management.
We conducted our review in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
A review of interim financial information consists principally of applying
analytical procedures to financial data and making inquires of persons
responsible for financial and accounting matters. It is substantially less
in scope than an audit conducted in accordance with auditing standards
generally accepted in the United States, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review we are not aware of any
material modifications that should be made to the financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.
We have previously audited, in accordance with
auditing standards of the Public Company Accounting Oversight Board (United
States), the balance sheet of BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP as
of December 31, 2005 and the related statements of operations, partner's
equity and cash flows for the year then ended (not presented herein); and in
our report dated February 3, 2006, we expressed an unqualified opinion on
these financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 2005 is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
/s/ Frank L. Sassetti & Co.
May 8, 2006
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
MARCH 31, 2006 AND DECEMBER 31, 2005
ASSETS
March 31,
2006 December 31,
(A Review) 2005
Equity in Commodity Futures Trading Accounts -
Cash and cash equivalents $ - $ -
Net unrealized gains on open commodity
futures contracts - -
Net unrealized gains on open commodity
forward contracts - -
- -
Cash 3,563 3,738
Accumulated reorganization expenses 24,091 24,091
$ 27,654 $ 27,829
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Partner redemptions payable $ 21,641 $ 21,641
Other accrued liabilities 4,549 4,549
Total Liabilities 26,190 26,190
PARTNERS' CAPITAL
Limited partners - (1.57 units) 893 1,000
General partner - (1 unit) 571 639
Total Partners' Capital 1,464 1,639
$ 27,654 $ 27,829
See accompanying notes
F-3
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(A Review)
2006 2005
INVESTMENT AND OTHER INCOME
Interest income $ - $ 1,333
Total Income - 1,333
EXPENSES
Commissions - 1,782
Continuing service fees - 207
Professional accounting and legal fees - 21,410
Other operating and administrative expenses 175 -
Total Expenses 175 23,400
Net Investment Loss (175) (22,067)
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Realized loss from trading futures - (99,541)
Change in unrealized gain on
open commodity futures contracts - 9,160
Change in unrealized gain on forward contracts - -
Total Realized and Unrealized Loss
on Investments - (90,381)
NET LOSS $ (175) $(112,448)
NET LOSS -
Limited partnership unit $(68.09) $(108.62)
General partnership unit $(68.09) $(108.62)
See accompanying notes
F-4
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(A Review)
Total
Limited Partners General Partners Partners' Capital
Amount Units Amount Units Amount Units
Balance at
January 1, 2005 $686,382 918.35 $26,069 34.88 $712,451 953.23
Partner additions 51,007 65.95 - - 51,007 65.95
Partner
redemptions (627,730) (982.73) - - (627,730) (982.73)
Net income (108,659) - (3,789) - (112,448) -
Balance at
March 31, 2005 $1,000 1.57 $22,280 34.88 $23,280 36.45
Balance at
January 1, 2006 $1,000 1.57 $639 1.00 $1,639 2.57
Partner additions - - - - - -
Partner redemptions - - - - - -
Net loss (107) - (68) - (175) -
Balance at
March 31, 2006 $893 1.57 $571 1.00 $1,464 2.57
2006 2005
Value per unit $569.65 $638.68
Total partnership units 2.57 36.45
See accompanying notes
F-5
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(A Review)
2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (175) $ (112,448)
Adjustments to reconcile net income to
net cash provided by operating activities -
Changes in operating assets and liabilities -
Equity in Commodity Futures
Trading Accounts - 347,449
Other assets - 7,252
Accrued commissions payable - (1,093)
Management and incentive fees payable - (11,627)
Other payables and accruals - 5,754
Net Cash Provided By (Used In)
Operating Activities (175) 235,287
CASH FLOWS FROM FINANCING ACTIVITIES
Partner additions - 51,007
Partner redemptions - (627,730)
Net Cash Used In
Financing Activities - (576,723)
NET DECREASE IN CASH (175) (341,436)
CASH
Beginning of period 3,738 376,856
End of period $ 3,563 $ 35,420
End of period cash and cash equivalents consists of:
Cash and cash equivalents in broker
trading accounts $ - $ 26
Cash 3,563 35,394
$ 3,563 $ 35,420
See accompanying notes
F-6
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(A Review)
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 Fund sells direct on a best efforts basis.
Fund Reopening - The Fund is closed as of March 31, 2006, and no
trading profits were recorded since the majority of the unit holders were
redeemed in February 2005. The Fund will reopen to new funds at a time set by
the general partner. The minimum amount of interests that the general partner
expects to require to reopen the fund is $1,000,000 and the maximum available
interests are $7,000,000.
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 (the "NFA") 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.
F-7
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(A Review)
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 only 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.
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.
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, includes executing and filing all necessary legal documents,
statements and certificates of the Fund, retaining independent public
accountants to audit the Fund, employing attorneys to represent the Fund,
reviewing the brokerage commission rates to determine reasonableness,
maintaining the tax status of the Fund as a limited partnership, maintaining
a current list of the names, addresses and numbers of units owned by each
Limited Partner and taking such other actions as deemed necessary or
desirable to manage the business of the Partnership.
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.
F-8
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(A Review)
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.
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, 2005, the Fund is charged the following fees:
A selling commission of 6% to be deducted from the subscription amount.
A management fee of 3% (annual rate) of the equity assigned to the
current CTA, paid on a monthly basis and a 20% quarterly incentive fee on all
new net profits (as defined).
A brokerage commission of 7% (annual rate) of the investment in the
fund (as defined) will be paid to the affiliated introducing broker on a
monthly basis, from which round turn commissions on domestic trades will be
paid to the futures commission merchant. Trades on foreign markets, if any,
will be paid by the Fund.
A 4% management fee on net assets will be paid to the general partner.
F-9
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(A Review)
4. FEES (CONTINUED)
Prior to November 1, 2005 and subsequent to April 1, 2005, the Fund was
organized under a different fee structure, but was not operational.
Prior to April 1, 2005, the Fund was 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.
A continuing service fee of 4% (annual rate) of the investment in the
Fund (as defined) will be paid to the selling agent.
The brokerage commission payable to the general partner was 4% (annual
rate) of the equity deposit for trading as a fixed annual brokerage
commissions, 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.
5. RELATED PARTY TRANSACTIONS
The Fund paid the following expenses to related parties during the
periods ended March 31, 2006 and 2005
2006 2005
Commissions/Management Fees - Belmont $ - $ 634
Continuing Service Fees - Futures $ - $ 207
As of March 31, 2006 and December 31, 2005, the Fund owes Belmont
$21,641 for the redemption of 33.88 general partner units effective April 1,
2005. Belmont's sole stockholder is also the sole stockholder of Ashley
Capital Management, Inc. (Ashley). Ashley has paid $3,033 of operating
expenses on behalf of the Fund as of March 31, 2006 and December 31, 2005,
which are included in other accrued liabilities.
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.
F-10
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(A Review)
5. TRADING ACTIVITIES AND RELATED RISKS- CONTINUED
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.
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. 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.
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-11
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(A Review)
7. FINANCIAL HIGHLIGHTS
Three Months Ended March 31,
2006 2005
Performance per Unit (5)
Net unit value, beginning of period $ 637.74 $ 747.41
Net realized and unrealized
losses on commodity transactions - (87.41)
Investment and other income - 1.29
Expenses (1) (68.09) (22.61)
Net decrease for the period (68.09) (108.73)
Net unit value, end of period $ 569.65 $ 638.68
Net assets, end of period (000) $ 1 $ 23
Total return (3) (10.68)% (14.55)%
Ratio to average net assets (4)
Investment and other income N/A 1.45%
Expenses (2) (11.28)% (23.51)%
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not annualized
(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.
F-12