Amendment No. 1 to 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (S 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is 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.
<page>
EXPLANATORY NOTE
The registrant is filing this Amendment No. 1 on Form 10-K/A (the "Amendment")
to its annual report on Form 10-K for the fiscal year ended December 31, 2006,
originally filed April 3, 2007 (the "Annual Report"), for the purpose of
making the following changes: (1) revision of financials included herein
beginning on page F-1 pursuant to Item 8 herein to (a) provide three years of
financial information for the statements of operations, changes in net assets,
and cash flows, and (b) provide opinions by independent accountants for all
periods covered by the financial statements; and, (2) revise Item 9A to
identify the changes in controls and procedures that the General Partner has
made. In addition, the registrant is also including as exhibits to this
Amendment the certifications required pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. Except as described above, this Amendment does not
modify or update the Fund's previously reported financial statements and other
disclosures in, or exhibits to, the original filing.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements meeting the requirements of Regulation S-X are
provided in this Amendment beginning on page F-1. The supplementary financial
information specified by Item 302 of Regulation S-K was included in Item 6.
Selected Financial Data of the registrant's Annual Report.
Item 9A. Controls and Procedures.
In the Fund's previously-filed Annual Report on Form 10-K for the year ended
December 31, 2006 (the "Annual Report"), the General Partner of the Fund,
under the actions of its sole principal, Michael Pacult, 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 December 31, 2006 and found them
adequate. In May, 2007, management was informed by the SEC that its
financials did not conform to SEC requirements because (1) the financials
contained only two, and not three, years of financial information for the
statements of operations, changes in net assets, and cash flows, and (2) the
audit opinion did not cover all financial periods stated. Because of these
omissions, management has re-evaluated its prior conclusion regarding the
effectiveness of the design and operation of its disclosure controls and
procedures as of December 31, 2006 with respect to the Fund. Based upon Mr.
Pacult's re-evaluation, conducted under Exchange Act Rule 13a-15 or 15d-15(e),
he concluded that the omissions were caused by a personnel problem, were the
result of obvious human error and lack of attention to detail, and that the
Fund's disclosure controls and procedures were accordingly not effective as of
December 31, 2006. To remediate the situation, Mr. Pacult has severely
reprimanded those persons who prepared and reviewed the financial statements
included in the Annual Report. Mr. Pacult accepts total responsibility for
the financial statements of the Fund and filings made with the SEC, including
the Annual Report and this Amendment.
There have been 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 fourth quarter of fiscal year 2006 and through the
date of this Amendment that have materially affected, or are reasonably likely
to materially affect, internal control over financial reporting applicable to
the Fund.
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Amendment:
1. All Financial Statements
The Financial Statements begin on page F-1 of this Amendment.
2. Financial Statement Schedules required to be filed by Item 8 of 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 (sec. 229.601
of this chapter) and by paragraph (b) below.
2
<page>
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 Securities
and Exchange Commission.
31.1 Certification of CEO and CFO pursuant to Section 302
32.2 Certification of CEO and CFO pursuant to Section 906
(b) Exhibits required by Item 601 of Regulation S-K (sec. 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 Amendment No. 1 to
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: July 3, 2007 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
3
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Report of Independent Registered Public Accounting Firm F-3
Financial Statements
Statements of Assets and Liabilities F-4
Statements of Operations F-5
Statements of Changes in Net Assets F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8 - F-14
Affirmation of Commodity Pool Operator F-15
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.
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>
Frank L. Sassetti & Co.
Certified Public Accountants
To The Partners
Bromwell Financial Fund, Limited Partnership
Dover, Kent County, Delaware
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying statement of
assets and liabilities, including the schedule of investments, of BROMWELL
FINANCIAL FUND, LIMITED PARTNERSHIP as of December 31, 2005, and the related
statements of operations, changes in net assets and cash flows for each of the
two years in the period ended December 31, 2005. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Fund 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 the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP as of December 31,
2005, and the results of its operations and its cash flows for each of the two
years in the period ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States.
/s/ Frank L. Sassetti & Co.
March 1, 2006
Oak Park, Illinois
6611 W. North Avenue * Oak Park, Illinois 60302
* Phone (708) 386-1433 * Fax (708) 386-0139
F-3
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
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 1,516
Advances due to related parties 11,533 3,033
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
F-4
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
<table>
<s> <c> <c> <c>
Year ended December 31,
2006 2005 2004
Investment income
Interest income $- $1,333 $16,480
Total investment income - 1,333 16,480
Expenses
Commissions expense - 1,782 30,891
Management fees - - 8,449
Continuing service fee - 207 33,897
Incentive fees - - 27,290
Professional accounting and legal fees - 21,411 90,020
Other operating and administrative expenses - - 1,375
Total expenses - 23,400 191,922
Net investment loss - (22,067) (175,442)
Realized and unrealized gain (loss) from investments
Realized gain (loss) on trading futures - (99,541) 118,254
Realized loss on exchange rate fluctuation - - (2,075)
Realized/unrealized gain on Treasury securities - - 15,579
Change in unrealized gain (loss) on open commodity
futures contracts - 9,160 (65,162)
Realized gain from trading forward contracts - - 27,794
Change in unrealized loss on forward contracts - - (29,880)
Net realized and unrealized gain (loss)
from investments - (90,381) 64,510
Net (decrease) in net assets resulting
from operations $- $(112,448) $(110,932)
Net income (loss) per unit
Limited partnership unit $- $(110.50) $(108.27)
General partnership unit $- $(110.50) $30.65
</table>
F-5
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
<table>
<s> <c> <c> <c>
Year ended December 31,
2006 2005 2004
Increase (decrease) in net assets from operations
Net investment (loss) $- $(22,067) $(175,442)
Net realized/unrealized gain (loss) on investments - (90,381) 64,510
Net (decrease) in net assets resulting from
operations - (112,448) (110,932)
Capital contributions from partners - 51,007 273,235
Distribution to partners - (649,371) (486,752)
Total decrease in net assets - (710,812) (324,449)
Net assets at the beginning of the year 1,639 712,451 1,036,900
Net assets at the end of the year $1,639 $1,639 $712,451
</table>
F-6
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
<table>
<s> <c> <c> <c>
Year ended December 31,
2006 2005 2004
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from operations $- $(112,448) $(110,932)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in investments - 347,449 (267,288)
(Increase) in reimbursable reorganization costs (28,398) (24,091) -
(Increase) decrease in accrued interest receivable - 7,252 (7,252)
(Increase) in prepaid operating costs (33) - -
(Decrease) in accrued management and incentive fees - (11,627) (7,151)
Increase (decrease) in other payables and accruals 16,311 (2,930) (5,653)
Net cash provided by (used in) operating
activities (12,120) 203,605 (398,276)
Cash Flows from Financing Activities
Proceeds from the sale of units net of sales
commissions - 51,007 273,235
Partner redemptions - (627,730) (494,157)
Increase in advances from related parties 8,500 - -
Net cash provided by (used in) financing activities 8,500 (576,723) (220,922)
Net (decrease) in cash and cash equivalents (3,620) (373,118) (619,198)
Cash at the beginning of the period 3,738 376,856 996,054
Cash at the end of the period $118 $3,738 $376,856
</table>
F-7
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
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 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.
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
through December 31, 2006.
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-8
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
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
2008. 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-9
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
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-10
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
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 3,033
Michael Pacult 1,000 -
Total advances payable to related parties $11,533 $3,033
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 2004
Belmont Capital Management, Inc. $- $634 $24,713
Futures Investment Company - 207 33,897
Total related party expenses $- $841 $58,610
As of December 31, 2006 and 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 stockhoder of Ashley Capital Management,
Inc. (Ashley).
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-11
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
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 was 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 on open commodity futures contracts at December 31, 2006
and 2005, were $0.00 and $0.00, respectively. The unrealized losses on open
commodity forward contracts at December 31, 2006 and 2005 were $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-12
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
9. Partnership Unit Transactions
As of December 31, 2006, 2005 and 2004 partnership units were valued at
$637.74, $637.74 and $747.41, respectively.
Transactions in partnership units were as follows:
<table>
<s> <c> <c> <c> <c> <c> <c>
Units Amount
2006 2005 2004 2006 2005 2004
Limited Partner Units
Subscriptions - 65.95 348.65 $- $51,007 $248,235
Redemptions - (982.73) (687.62) - (627,730) (486,752)
Total - (916.78) (338.97) - (576,723) (238,517)
General Partner Units
Subscriptions - - 34.88 - - 25,000
Redemptions - (33.88) - - (21,641) -
Total - (33.88) 34.88 - (21,641) 25,000
Total Units
Subscriptions - 65.95 383.53 - 51,007 273,235
Redemptions - (1,016.61) (687.62) - (649,371) (486,752)
Total - (950.66) (304.09) $- $(598,364) $(213,517)
</table>
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.
F-13
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
11. 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%
</table>
(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.
F-14
<page>
Bromwell Financial Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2006, 2005 and 2004
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult July 3, 2007
Michael Pacult Date
President, Belmont Capital Management, Inc.
General Partner
Bromwell Financial Fund, Limited Partnership
F-15
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