FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the year ended 12-31-2006
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 (I.R.S. Employer
incorporation or organization Identification No.)
505 Brookfield 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)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 [ ] No [X]
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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.: None. There is no market for the Units of
partnership interests and none is expected to develop. The Registrant is a
commodity pool. The Units are registered to permit the initial sale of Units
at month end net asset value.
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, 2003, 2004 and 2005 at Registration No. 333-85755.
Registration Statement on Form S-1 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"), which incorporated 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 initial 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. See the financial statements for the total
value of the Fund and the NAV as of the date of the statements.
The General Partner suspended trading on January 10, 2005, and all but one
limited partner has redeemed its Units. Subsequently, Michael Pacult
resigned as the individual general partner, but remains the principal of the
Corporate General Partner.
The Partnership will sell the balance of un-issued registered securities of
$4,474,938, as of December 31, 2006, 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.
The General Partner, in its sole discretion selects the CTA and the amount of
equity assigned to the CTAs, from time to time
The trades for the Fund are selected and placed with the futures commission
merchant ("FCM"), i.e., clearing 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 the office of
Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046. 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. NuWave will be paid a three percent (3%)
annual management fee and an incentive fee of twenty percent (20%). 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 defines the terms of operation of the Fund and is
incorporated herein by reference. By Form 8-K filed October 26, 2006, as
amended November 2, 2006, which is incorporated herein by reference, the Fund
disclosed the change of auditor from Frank L. Sassetti & Co. 6611 W. North
Avenue, Oak Park, Illinois 60302-1043, to the CPA firm of Jordan, Patke &
Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069.
There were no adverse events that motivated the change in bookkeepers or
auditors.
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 Limited Partners 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 domestic trades for
a seven twelfths of one percent (7/12%) of the total value of the Fund
available for trading in the Fund's account at the FCM per month [seven
percent (7%) per year]. Trades made on foreign exchanges are charged
directly to the Fund. Belmont is also paid a monthly management fee of one
third of one percent (1/3%) of the net asset value of the Fund [four percent
(4%) per year]. The independent FCM is 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 and advisory agreement granted by the Fund.
The CTA agreements are terminable at the will of the parties.
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act. Once the Units are issued, the operation of the Fund is
subject to regulation pursuant to the Securities and Exchange Act of 1934 and
the Commodity Exchange Act. The U.S. Securities and Exchange Commission and
the Securities Commissions and securities acts of the several States where
its Units are offered and sold have jurisdiction over the operation of the
Fund. The National Futures Association has jurisdiction over the operation
of the General Partner and the Commodity Trading Advisors. This regulatory
structure is not intended, nor does it, protect investors from the risks
inherent in the trading of futures and options.
Item 1A. Risk Factors
The trading of futures, options on futures and other commodities related
investments is highly speculative and risky. You should make an investment
in the Fund only after consulting with independent, qualified sources of
investment and tax advice and only if your financial condition will permit
you to bear the risk of a total loss of your investment. You should consider
an investment in the Units only as a long-term investment. Moreover, to
evaluate the risks of this investment properly, you must familiarize yourself
with the relevant terms and concepts relating to commodities trading and the
regulation of commodities trading, which are discussed in the Risk Factors
section of the Registration Statement, which is incorporated herein by
reference.
You should carefully consider all the information we have included or
incorporated by reference in this Form 10-K and our subsequent periodic
filings with the SEC. In particular, you should carefully consider the risk
factors described above and read the risks and uncertainties as set forth in
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" Section of this Form 10-K. Any of the heretofore mentioned
risks and uncertainties could materially adversely affect the Fund, its
trading activities, operating results, financial condition and Net Asset
Value and therefore could negatively impact the value of your investment. You
should not invest in the Units unless you can afford to lose all of your
investment.
Item 1B. Unresolved Staff Comments
None.
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 in futures
and other commodities related products in a Fund account at 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 futures, options
on futures and other commodities is highly speculative and the Fund has an
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 FCM, the CTA or any of their Affiliates, directors or officers,
except against Man as described below.
At any given time, Man is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of the date
of filing of this 10-K, expected to have a material effect upon its
condition, financial or otherwise, or to the services it will render to the
Fund. There have been no material, administrative, civil or criminal
proceedings pending, on appeal or concluded against Man or its principals
within the five years preceding the date of this 10-K, except that Man has
recently been sued by the Receiver for Philadelphia Alternate Asset Fund
("PAAF") and associated entities for common law negligence, common law fraud,
violations of the Commodity Exchange Act and RICO violations (the
"Litigation"). The Receiver's claims for damages are not quantified in the
Complaint, but are believed to be substantial. Man has informed the Fund
that in acting as clearing broker for PAAF it was not responsible for its
losses and, among other things, has brought in a number of third party
defendants. Accordingly, it will deny the material allegations of the
Complaint, and will otherwise vigorously defend the Litigation. Further, the
outcome of the Litigation should not materially affect Man or its ability to
perform as a FCM for the accounts of the Fund. The Commodity Futures Trading
Commission ("CFTC") is also investigating the events involving PAAF's losses
and Man's relationship to PAAF. To date, the CFTC has not brought any action
against Man.
On February 20, 2007, Man settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in
which Man was alleged to have failed to supervise one of its former
associated persons (AP) who was charged with fraudulently soliciting
customers to open accounts at Man. The CFTC alleged that the former AP
misrepresented the profitability of a web-based trading system and of a
purported trading system to be traded by a commodity trading advisor.
Without admitting or denying the allegation, Man agreed to pay restitution to
customers amounting to $196,900.44 and a civil monetary penalty of $120,000.
Man also agreed to a cease and desist order and to strengthen its supervisory
system for overseeing sales solicitations by employees in connection with
accounts to be traded under letters of direction in favor of third party
system providers.
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, 2002 to December 31, 2006.
<table>
<s> <c> <c> <c> <c> <c>
Year to Date
2006 2005 2004 2003 2002
Performance per Unit (5)
Net unit value, beginning of period $637.74 $747.41 $824.69 $908.99 $955.04
Net realized and unrealized gains/
losses on commodity transactions - (87.99) 89.50 97.66 169.37
Investment and other income - 1.31 15.67 2.47 6.20
Expenses (1) - (22.99) (182.45) (184.43) (221.62)
Net increase (decrease) for the period - (109.67) (77.28) (84.30) (46.05)
Net unit value, end of period $637.74 $637.74 $747.41 $824.69 $908.99
Net assets, end of period (000) $23 $25 $712 $1,037 $1,650
Total return (3) 0.00% -14.67% -9.37% -9.27% -4.83%
Ratio to average net assets (4)
Investment and other income 0.00% 1.45% 2.11% 0.29% 0.60%
Expenses (2) 0.00% -27.38% -20.62% -10.16% -10.16%
(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 (limited and general) 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.
</table>
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2006 and 2005:
<table>
<s> <c> <c> <c> <c>
Quarters Ended
March 31, June 30, September 30, December 31,
2006 2006 2006 2006
Total Investment Gain $ - $ - $ - $ -
Net Income (Loss) $ - $ - $ - $ -
Net Income (Loss) per partnership unit $ - $ - $ - $ -
Net asset value per partnership unit
at the end of period 637.74 637.74 637.74 637.74
March 31, June 30, September 30, December 31,
2005 2005 2005 2005
Total Investment Gain $ (90,381) $ - $ - $ -
Net Income (Loss) $ (112,448) $ - $ - $ -
Net Income (Loss) per partnership unit $ (110.50) $ - $ - $ -
Net asset value per partnership unit
at the end of period 638.68 637.74 637.74 637.74
</table>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Critical Accounting Policies and Estimates
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. When combined with the previously described assets
committed to margin, a total of up to approximately 40% of the Fund's assets
may be 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 are
normally 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, 2004, 2005 and 2006 reflect the absorption of these costs by the
Fund. To date, the Fund has not been profitable. See Part I for an
explanation of intended future operations.
The Limited 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, 2006, were audited by
Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210,
Lincolnshire, IL 60069, 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 Partner of the Registrant during the year 2006 was Belmont
Capital Management, Incorporated, a Delaware corporation. The General
Partner is registered with the National Futures Association as a commodity
pool operator pursuant to the Commodity Exchange Act, and Mr. Michael Pacult,
age 62, 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.
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 General Partner of
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. As
described previously, upon reopening of the Fund, the General Partner will be
paid fixed brokerage commissions of seven percent (7%) per year and a
management fee of four percent (4%) per year, each payable monthly, to cover
the cost of the domestic trades entered by the CTA. The corporate General
Partner retain the difference, if any, between the cost to enter the trades
and the seven percent (7%).
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, 2006:
Name Percent Ownership
Shira Del Pacult 62.5%
(b) As of December 31, 2006, the General Partner owned 1.00 Unit of Limited
Partnership Interest, which constitutes the other 37.5% ownership.
(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. Principal Accountant Fees and Services.
Only fees to the Principal Accountant, or Auditor, and not fees for other
accounting, are required to be disclosed in this section.
(1) 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, 2006 and 2005
were $7,975 and $11,125, respectively. Similar fees paid to Jordan, Patke
and Associates, Ltd. for the same time periods were $1,650, and $0,
respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance
services for the years ended December 31, 2006 and 2005 were $0 and $1,400,
respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for
the same time periods were $0, and $0, respectively.
(4) All Other Fees
None
(5) 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.
(6) Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees. However, all work
performed was supervised by a full-time permanent employee.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. All Financial Statements
See Index to Financial Statements for the years ended December 31, 2006 and
2005.
The Financial Statements begin on page F-1 of this report.
2. Financial Statement Schedules required to be filed by Item 8 on this
form, and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (S 229.601
of this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file No. 333-85755 previously filed with the
Washington, D. C. office of the Securities and Exchange Commission.
(b) Exhibits required by Item 601 of Regulation S-K (S 229.601 of this
chapter).
See response to 15(a)(3), above.
(c) Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including
(1) separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of
affiliates whose securities are pledged as collateral; and (3) schedules.
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, 2006 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: March 30, 2007 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
****************************************************************************
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Statements of Assets and Liabilities F-3
Statements of Operations F-4
Statements of Changes in Net Assets F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-13
Affirmation of Commodity Pool Operator F-14
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Bromwell Financial Fund, Limited Partnership
Dover, Delaware
We have audited the accompanying statements of assets and liabilities of
Bromwell Financial Fund, Limited Partnership, as of December 31, 2006, and
the related statements of operations, changes in net assets and cash flows
for the year then ended. These financial statements are the responsibility
of the Fund's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial statements of
Bromwell Financial Fund, Limited Partnership as of December 31, 2005, were
audited by other auditors whose report dated March 1, 2006, expressed an
unqualified opinion on those statements.
We conducted our audit 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. Bromwell Financial
Fund, Limited Partnership is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Bromwell Financial Fund, Limited Partnership internal
control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides 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, 2006, and the results of its
operations, its changes in net assets and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the
United States of America.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
March 27, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
<table>
<s> <c> <c>
December 31,
2006 2005
Assets
Cash $118 $3,738
Reimbursable reorganization costs 52,489 24,091
Prepaid operating costs 33 -
Total assets 52,640 27,829
Liabilities
Partner redemptions payable 21,641 21,641
Accrued expenses 17,827 4,549
Advances due to related parties 11,533 -
Total Liabilities 51,001 26,190
Net assets $1,639 $1,639
Analysis of Net Assets
Limited partners $1,000 $1,000
General partner 639 639
Net assets (equivalent to $637.74
and $637.74 per share) $1,639 $1,639
Partnership units outstanding
Limited partners units outstanding 1.57 1.57
General partner units outstanding 1.00 1.00
Total partnership units outstanding 2.57 2.57
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
<table>
<s> <c> <c>
December 31,
2006 2005
Investment income
Interest income $- $1,333
Total investment income - 1,333
Expenses
Commissions expense - 1,782
Continuing service fee - 207
Professional accounting and legal fees - 21,411
Total expenses - 23,400
Net investment loss - (22,067)
Realized and unrealized gain (loss) from investments
Net realized (loss) from Investments - (99,541)
Net increase in unrealized appreciation on Investments - 9,160
Net realized and unrealized (loss) from investments - (90,381)
Net (decrease) in net assets resulting from operations $- $(112,448)
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
<table>
<s> <c> <c>
December 31,
2006 2005
Increase (decrease) in net assets from operations
Net investment (loss) $- $(22,067)
Net realized (loss) from investments - (99,541)
Net increase in unrealized appreciation on investments - 9,160
Net (decrease) in net assets resulting from operations - (112,448)
Capital contributions from partners - 51,007
Distribution to partners - (649,371)
Total (decrease) in net assets - (710,812)
Net assets at the beginning of the year 1,639 712,451
Net assets at the end of the year $1,639 $1,639
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
<table>
<s> <c> <c>
December 31,
2006 2005
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from operations $- $(112,448)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Changes in operating assets and liabilities:
Decrease in investments - 347,449
(Increase) in reimbursable reorganization costs (28,398) (24,091)
Decrease in accrued interest receivable - 7,252
(Increase) in prepaid operating costs (33) -
(Decrease) in accrued management and incentive fees - (11,627)
Increase (decrease) in other payables and accruals 13,278 (2,930)
Net cash provided by (used in) operating activities (15,153) 203,605
Cash Flows from Financing Activities
Proceeds from the sale of units net of sales commissions - 51,007
Partner redemptions - (627,730)
Increase in advances from related parties 11,533 -
Net cash provided by (used in) financing activities 11,533 (576,723)
Net (decrease) in cash and cash equivalents (3,620) (373,118)
Cash at the beginning of the period 3,738 376,856
Cash at the end of the period $118 $3,738
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006 and 2005
1. Nature of the Business
Bromwell Financial Fund, Limited Partnership (the Fund) was formed January
12, 1999 under the laws of the State of Delaware. The Fund was actively
engaged in the speculative trading of futures contracts in commodities from
its commencement of business in July, 2000 to January 12, 2005. On that
date, all trading was suspended and , subsequently, all limited partners but
one redeemed their Units. Belmont Capital Management, Inc. (Belmont) is the
general partner and commodity pool operator (CPOs) of the Fund. Concurrent
with the effectiveness on April 13, 2005 of post effective amendment no. 9 to
the Fund's registration statement, NuWave Investment Corporation became the
Fund's commodity trading advisor ("CTA"). In the summer of 2007, the Fund
expects to file a post effective amendment to allow it to resume the sale of
its limited partnership interests on an issuer direct. best efforts basis.
Once the Fund sells $1,000,000 in limited partnership units and breaks
escrow, it will restart active trading of futures and options on futures
through NuWave as CTA.
2. Significant Accounting Policies
Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities Act of 1933 (the Act). The Fund
is subject to the regulations of the SEC and the reporting requirements of
the Securities and Exchange Act of 1934. 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.
Ongoing Business Expenses, Offering Expenses and Organizational Costs -
Bromwell Financial Fund, LP, has incurred $52,489 in offering costs and
ongoing business expenses from the cessation of trading on January 12, 2005
through December 31, 2006. the Fund has agreed to reimburse Belmont Capital,
GP, and other affiliated companies for all such expenses upon the sale of the
minimum and resumption of business. The resumption of business is contingent
upon the sale of at least $1,000,000 of partnership interests. All costs
after the resumption of business will be paid directly by the Fund. The
organization costs for the Fund will be expensed as incurred by Belmont and
are expected to be immaterial.
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 will be
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.
Interest income is recognized when it is earned.
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.
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.
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. As
of the balance sheet dates, the Fund has no cash equivalents. Net cash used
in operating activities includes no cash payments for interest or income
taxes for the years ended December 31, 2006 and 2005.
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
F-7
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2006 and 2005
2. Significant Accounting Policies, con't
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.
Net Income Per Unit - Net income per unit is calculated based on the
weighted average number of units outstanding during the period.
Fund Reopening - The Fund was closed as of December 31, 2006. No trading
profits or losses were recorded in the year ended 2006. The Fund will reopen
to new funds at a time set by the general partner, which is expected to be in
February, 2007. The minimum amount of interests that the general partner
expects to require to reopen the fund is $1,000,000 and the maximum available
registered interests are $7,000,000.
3. 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 subsequent to the resumption of
business, 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.
4. The Limited Partnership Agreement
The Limited Partnership Agreement provides, among other things, the
following:
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 escrow 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 escrow 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.
F-8
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2006 and 2005
5. Fees
Effective November 1, 2005, the Fund will be charged the following fees
upon the sale of the minimum and resumption of business:
A selling commission of 6% which may be deducted from the subscription
amount for sales made in those states in which the Fund is registered as a
dealer.
A management fee to the CTA of 3% (annual rate) of the equity assigned to
the current CTA, paid on a monthly basis and a 20% quarterly incentive fee to
the CTA 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.
A 4% management fee on net assets will be paid to the general partner.
Prior to November 1, 2005 and subsequent to April 1, 2005, the Fund was
organized under a different fee structure, but was not operational.
Effective November 1, 2003, 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 (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 commissions, paid on the monthly basis.
The General Partner has reserved the right to change the management fee and
the incentive fee at its sole discretion.
F-9
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006 and 2005
6. Related Party Transactions
The Fund has received cash advances to help pay for various costs,
including operating and reorganization costs. These advances are recorded as
due to related party. The advance is expected to be paid within a year from
the date the Fund begins to trade or when the Fund is financially capable of
repaying the advance. These amounts bear no interest or due dates and are
unsecured. The Fund has received advances from three related parties,
Ashley Capital Management, Futures Investment Company, the introducing broker
and Michael Pacult, president of Futures Investment Company and Belmont
Capital Management, Inc., The Fund's general partner. The Fund had the
following advances payable to related parties at December 31, 2006 and 2005:
December 31,
2006 2005
Futures Investment Company $7,500 $-
Ashley Capital Management, Inc. 3,033 -
Michael Pacult 1,000 -
Total advances payable to related parties $11,533 $-
The Fund has an agreement to pay commissions to two related parties,
Belmont Capital Management, the Fund's general partner and Futures Investment
Company, the introducing broker. Related party commissions were as follows:
Year ended December 31,
2006 2005
Belmont Capital Management, Inc. $- $634
Futures Investment Company - 207
Total related party expenses $- $841
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.
F-10
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006 and 2005
7. 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. Since trading ceased, no cash is deposited in trading accounts
at December 31, 2006 and 2005.
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
$0.00 and $0.00 on long positions at December 31, 2006 and 2005,
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 gains (losses) on open commodity futures contracts at
December 31, 2006 and 2005, was $0.00 and $0.00, respectively.
Open contracts generally mature within three months and as of December 31,
2006, there were no open contracts.
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
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006 and 2005
9. Partnership Unit Transactions
As of December 31, 2006 and 2005 partnership units were valued at $637.74
and $637.74, respectively.
Transactions in partnership units were as follows:
Units Amount
2006 2005 2006 2005
Limited Partner Units
Subscriptions - 65.95 $- $51,007
Redemptions - (982.73) - (627,730)
Total - (916.78) - (576,723)
General Partner Units
Subscriptions - - - -
Redemptions - (33.88) - (21,641)
Total - (33.88) - (21,641)
Total Units
Subscriptions - 65.95 - 51,007
Redemptions - (1,016.61) - (649,371)
Total - (950.66) $- $(598,364)
10. Operations of Fund
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 remaining
unaffiliated limited unit holders (22.89 units) requested redemption in
February 2005 and were paid on March 1, 2005. Shira Pacult invested $1,000 in
the Fund as a limited unit holder during February, 2005.
The general partner and the affiliated limited partner intend to reopen the
Fund under revised business terms with one or more different CTA's.
Effective April 1, 2005, the general partner redeemed 33.88 units of the
Fund, leaving 1 remaining general partner unit.
11. Change of Auditor
Effective October 2006, we changed the auditor of the Fund from Frank L.
Sassetti & Co., 6611 West North Avenue, Oak Park, Illinois 60302-1043 to the
CPA firm of Jordan, Patke & Associates, Ltd., 300 Village Green Drive, Suite
210, Lincolnshire, Illinois 60069.
F-12
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006 and 2005
12. Financial Highlights
<table>
<s> <c> <c> <c> <c> <c>
Year to Date
2006 2005 2004 2003 2002
Performance per Unit (5)
Net unit value, beginning of period $637.74 $747.41 $824.69 $908.99 $955.04
Net realized and unrealized gains/
losses on commodity transactions - (87.99) 89.50 97.66 169.37
Investment and other income - 1.31 15.67 2.47 6.20
Expenses (1) - (22.99) (182.45) (184.43) (221.62)
Net increase (decrease) for the period - (109.67) (77.28) (84.30) (46.05)
Net unit value, end of period $637.74 $637.74 $747.41 $824.69 $908.99
Net assets, end of period (000) $23 $25 $712 $1,037 $1,650
Total return (3) 0.00% -14.67% -9.37% -9.27% -4.83%
Ratio to average net assets (4)
Investment and other income 0.00% 1.45% 2.11% 0.29% 0.60%
Expenses (2) 0.00% -27.38% -20.62% -10.16% -10.16%
(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 (limited and general) 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.
</table>
F-13
<page>
Bromwell Financial Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2006 and 2005
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult March 30, 2007
Michael Pacult Date
President, Belmont Capital Management, Inc.
General Partner
Bromwell Financial Fund, Limited Partnership
F-14
<page>