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 12-31-2007
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 (Sec 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, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
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.: Not applicable. 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.
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Documents Incorporated by Reference
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
affiliated 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, 2007, 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.
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. 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.
2
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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
Prospectus contained in 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 Report 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 Report. 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 MF Global Inc., 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 FCM to secure the losses on 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 Fund, its General Partner,
the CTA, the IB or any of their Affiliates, directors or officers. The FCM,
MF Global Inc., has had the following described reportable events, none of
which, in the opinion of the FCM, is material to the performance of the FCM on
behalf of the Fund's account:
MF Global Inc. ("MFG") is registered under the Commodity Exchange Act, as
amended, as a futures commission merchant and a commodity pool operator, and
is a member of the National Futures Association in such capacities. In
addition, MFG is registered with the Financial Industry Regulatory Authority
as a broker-dealer. MFG was formerly known as Man Financial Inc. ("MFI")
until the change of name to MFG was effected on July 19, 2007. MFG is a
member of all major U.S. futures exchanges and most major U.S. securities
exchanges. MFG's main office is located at 717 Fifth Avenue, 9th Floor, New
York, New York 10022-8101. MFG's telephone number at such location is (212)
589-6200.
At any given time, MFG is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of March 20,
2008, expected to have a material effect upon its condition, financial or
otherwise, or to the services it will render to the Partnership. There have
been no administrative, civil or criminal proceedings pending, on appeal or
concluded against MFG or its principals within the five years preceding the
date of this Memorandum that MFI would deem material for purposes of Part 4 of
the Regulations of the Commodity Futures Trading Commission, except as
follows:
3
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In May, 2006, MFI was 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"). In December, 2007, without admitting any liability of any
party to the Litigation to any other party to the Litigation, the Litigation
was settled with MFI agreeing to pay $69 million, plus $6 million of legal
expenses, to the Receiver, in exchange for releases from all applicable
parties and the dismissal of the Litigation with prejudice. In a related
action, MFI settled a CFTC administrative proceeding (In the Matter of MF
Global, f/k/a Man Financial Inc., and Thomas Gilmartin) brought by the CFTC
against MFI and one of its employees for failure to supervise and
recordkeeping violations. Without admitting or denying the allegations, MFI
agreed to pay a civil monetary penalty of $2 million and accepted a cease and
desist order. MFI has informed the General Partner, the Trading Advisor and
the Placement Agent that the settlements referenced above will not materially
affect MFG or its ability to perform as a clearing broker.
On February 20, 2007, MFI also settled a CFTC administrative proceeding (In
the Matter of Steven M. Camp and Man Financial Inc., CFTC Docket No. 07-04) in
which MFI 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 MFI. 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, MFI agreed to pay restitution to customers amounting to
$196,900.44 and a civil monetary penalty of $120,000. MFI 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 Fund is not aware of any threatened or potential claims or legal
proceedings to which the Fund is a party or to which any of its assets are
subject.
Subsequent Events
On March 6, 2008, and thereafter, four virtually identical proposed class
action securities suits were filed against MF Global Ltd., certain of its
officers and directors, and Man Group plc. The complaints allege that the
registration statement and prospectus issued in connection with MF Global
Ltd.'s initial public offering in July 2007, were materially false and
misleading to the extent that representations were made regarding the
company's risk management policies, procedures and systems. The allegations
are based upon the company's disclosure of $141.5 million in trading losses
incurred in a single day by an associated person in his personal trading
account, which losses the company was responsible to pay as an exchange
clearing member.
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 Limited Partners. The Limited Partners, (sic the Security
Holders), have no right to participate in the management of the Fund. All of
their voting rights, as defined in the Limited Partnership Agreement, are
limited to the selection of the General Partner, amendments to the Limited
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 Limited Partnership Agreement, subject to
certain exceptions upon the death of a Limited Partner, requires a Limited
Partner 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 Limited Partners must rely upon the right of
Redemption provided in the Limited Partnership Agreement to liquidate their
interest.
The Fund has fewer than 300 holders of its securities. Limited 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 the Limited
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 Limited 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 Limited Partners.
4
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Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Limited 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 Limited Partner's capital account.
Following is a summary of certain financial information for the Registrant for
the period from January 1, 2003 to December 31, 2007.
5
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<table>
<s> <c> <c> <c> <c> <c>
Year to Date
2007 2006 2005 2004 2003
Performance per unit (5)
Net unit value, beginning of period $(19,798.83) $(8,736.19) $747.41 $824.69 $908.99
Net realized and unrealized gains/
(losses) on commodity transactions - - (8,996.23) 89.50 97.66
Investment and other income - - 14.07 15.67 2.47
Expenses (1) (10,764.21) (11,062.64) (501.44) (182.45) (184.43)
Net (decrease) for the period (10,764.21) (11,062.64) (9,483.60) (77.28) (84.30)
Net unit value, end of period $(30,563.04) $(19,798.83) $(8,736.19) $747.41 $824.69
Net assets, end of period (000) $(79) $(51) $(22) $712 $1,037
Total return (3) (45.35)% (88.48)% (1268.86)% (9.37)% (9.27)%
Number of units outstanding at the end of
the year 2.57 2.57 2.57 953.23 1257.32
Supplemental Data
Ratio to average net assets (4)
Investment and other income 0.00 % 0.00 % 11.60 % 2.11 % 0.29 %
Expenses (2) (45.35)% (88.48)% (397.64)% (20.62)% (10.16)%
</table>
Total returns are calculated based on the change in value of a unit during
the period. An individual partner's total returns and ratios may vary from
the above total returns and ratios based on the timing of additions and
redemptions.
(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.
6
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The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2007 and 2006.
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c>
2006 2007
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total Investment Gain - - - - - - - -
Net Income (Loss) (175) (470) (8,825) (18,961) (140) (4,603) (1,925) (20,996)
Net Income (Loss) per limited
partnership unit (68.09) (182.88) (3,433.85) (7,377.82) (54.47) (1,791.05) (749.03) (8,169.66)
Net Income (Loss) per
general partnership unit (68.09) (182.88) (3,433.85) (7,377.82) (54.47) (1,791.05) (749.03) (8,169.66)
Net asset value per
partnership unit at the end of period (8,804.28) (8,987.16) (12,421.01) (19,798.83) (19,853.31) (21,644.36) (22,393.39) (30,563.04)
Accumulated reorganization costs. - - - - - - - -
</table>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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.
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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 Fund's results after payment and accrual of expenses for
the year 2007, for financial reporting purposes, was a profit (loss) of
$(27,664) [$(10,764.21) per Unit], and for all other purposes, including
subscriptions and redemptions, was a profit (loss) of $(0) [$(0) per Unit].
The Fund's results after payment and accrual of expenses for the year 2006,
for financial reporting purposes, was a profit (loss) of $(28,431)
[$(11,062.65) per Unit], and for all other purposes, including subscriptions
and redemptions, was a profit (loss) of $0 [$0 per Unit]. The Fund is subject
to ongoing offering and operating expenses; however, profits or losses are
primarily generated by the commodity trading advisor by methods that are
proprietary to it. These results are not to be construed as an expectation of
similar profits in the future.
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.
8
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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 Limited Partner prior to
their investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2007, were audited by Jordan,
Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL
60069, and are provided in this Report 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(T). Controls and Procedures.
Disclosure Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the General Partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.
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 Report. Based on their evaluation, Mr.
Pacult has concluded that these disclosure controls and procedures are
effective.
Changes in Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to
evaluate annually the effectiveness of its internal controls over financial
reporting as of the end of each fiscal year, and to include a management
report assessing the effectiveness of its internal control over financial
reporting in all annual reports. There were no changes in the General
Partner's internal control over financial reporting during the quarter ended
December 31, 2007 that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting applicable to the
Fund.
Management's Annual Report on Internal Control over Financial Reporting
The General Partner is responsible for establishing and maintaining adequate
internal control over the Fund's financial reporting. Internal control over
financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act as a process designed by, or under the supervision of,
a company's principal executive and principal financial officers and effected
by a company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The General Partner's internal
control over financial reporting includes those policies and procedures that:
9
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* pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Fund's
assets;
* provide reasonable assurance that transactions are recorded as necessary
to permit preparation of the Fund's financial statements in accordance with
generally accepted accounting principles, and that the Fund's receipts and
expenditures are being made only in accordance with authorizations of the
General Partner's management and directors; and
* provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Fund's assets that could
have a material effect on the Fund's financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
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. See
Subsequent Events in Item 1 of this Report. 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.
The management of the General Partner assessed the effectiveness of its
internal control over financial reporting with respect to the Fund as of
December 31, 2007. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework. Based on its
assessment, management has concluded that, as of December 31, 2007, the
General Partner's internal control over financial reporting with respect to
the Fund is effective based on those criteria.
This Report does not include an attestation report of the Fund's registered
public accounting regarding control over financial reporting. The General
Partner's report was not subject to attestation by the Fund's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's
report in this annual report.
Item 9B. Other Information.
None
Part III
Item 10. Directors and Executive Officers and Corporate Governance
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 2007 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 63, 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.
10
<page>
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 of 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 Report. 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 retains 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 Limited Partners owned more than five percent (5%) of the
total equity of the Fund on December 31, 2007:
Name Percent Ownership
Shira Del Pacult 62.5%
(b) As of December 31, 2007, the corporate 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.
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.
11
<page>
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, 2007 and 2006 were $1,125 and
$7,975, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd.
for the same time periods were $8,652, and $1,650, 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, 2007 and 2006 were $0 and $0, respectively.
Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time
periods were $475, 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
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 (Sec 229.601
of this chapter) and by paragraph (b) below.
12
<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 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
By: /s/ Michael Pacult Date: April 1, 2008
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
13
<page>
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE YEAR ENDED 2007
(With Auditors' Report Thereon)
GENERAL PARTNER:
Belmont Capital Management, Inc.
% Corporate Systems, Inc.
505 Brookfield Drive
Dover, Kent County, Delaware 19901
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Index to the Financial Statements
Page
Reports of Independent Registered Public Accounting Firms F-2 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-15
Affirmation of Commodity Pool Operator F-16
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Reports of Independent Registered Public Accounting Firms
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, 2007 and
2006, and the related statements of operations, changes in net assets and cash
flows for each of the two years in the period then ended. 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 audit. The statement of operations, changes in net assets and cash flows
of Bromwell Financial Fund, Limited Partnership for year ended December 31,
2005 were audited by other auditors whose report dated October 30, 2007,
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, 2007 and 2006, and the results of its
operations, its changes in net assets and its cash flows for the years 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 31, 2008
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 statements of
operations, changes in net assets and cash flows of BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP for the year 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 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. 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 audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the results of
operations, changes in net assets and cash flows of BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP for the year ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States.
/s/ Frank L. Sassetti & Co.
October 30, 2007
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
<table>
<s> <c> <c>
December 31,
2007 2006
Assets
Cash $109 $118
Total assets 109 118
Liabilities
Partner redemptions payable 21,641 21,641
Other accrued liabilities 28,082 17,827
Due to related parties 28,933 11,533
Total Liabilities 78,656 51,001
Net assets $(78,547) $(50,883)
Analysis of Net Assets
Limited partners $(47,984) $(31,084)
General partner (30,563) (19,799)
Net assets (equivalent to $(30,563.04)
and $(19,798.83) per share) $(78,547) $(50,883)
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>
F-4
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
<table>
<s> <c> <c> <c>
Year ended December 31,
2007 2006 2005
Investment income
Interest income $- $- $1,333
Total investment income - - 1,333
Expenses
Commissions expense - - 1,782
Management fees - - -
Continuing service fee - - 207
Incentive fees - - -
Professional accounting and legal fees 26,379 26,903 43,998
Other operating and administrative expenses 1,285 1,528 1,504
Total expenses 27,664 28,431 47,491
Net investment (loss) (27,664) (28,431) (46,158)
Realized and unrealized gain (loss) from investments
Net realized gain (loss) on trading futures - - (99,541)
Realized (loss) on exchange rate fluctuation - - -
Realized/unrealized gain on treasury securities - - -
Net increase (decrease) in unrealized appreciation on investments - - 9,160
Realized gain from trading forward contracts - - -
Change in unrealized (loss) on forward contracts - - -
Net realized and unrealized gain (loss) from investments - - (90,381)
Net (decrease) in net assets resulting from operations $(27,664) $(28,431) $(136,539)
Net income per unit
Limited partner (10,764.21) (11,062.64) (1,441.65)
General partner (10,764.21) (11,062.64) (1,441.65)
</table>
F-5
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statement of Changes in Net Assets
<table>
<s> <c> <c> <c>
Partners' Capital
General Limited Total
Net assets at December 31, 2004 $26,069 $686,382 $712,451
Increase (decrease) in net assets from operations:
Net investment (loss) (4,450) (41,708) (46,158)
Net realized gain from investments and foreign currency transactions (9,597) (89,944) (99,541)
Net increase in unrealized appreciation from investments and
translation of assets and liabilities in foreign currencies 883 8,277 9,160
Net (decrease) in net assets resulting from operations (13,164) (123,375) (136,539)
Subscriptions - 51,007 51,007
Redemptions (21,641) (627,730) (649,371)
Offering Costs - - -
Net assets at December 31, 2005 (8,736) (13,716) (22,452)
Increase (decrease) in net assets from operations:
Net investment (loss) (11,063) (17,368) (28,431)
Net realized gain from investments and foreign currency transactions - - -
Net increase in unrealized appreciation from investments and
translation of assets and liabilities in foreign currencies - - -
Net (decrease) in net assets resulting from operations (11,063) (17,368) (28,431)
Subscriptions - - -
Redemptions - - -
Offering Costs - - -
Net assets at December 31, 2006 (19,799) (31,084) (50,883)
Increase (decrease) in net assets from operations:
Net investment (loss) (10,764) (16,900) (27,664)
Net realized gain from investments and foreign currency transactions - - -
Net increase in unrealized appreciation from investments and
translation of assets and liabilities in foreign currencies - - -
Net (decrease) in net assets resulting from operations (10,764) (16,900) (27,664)
Subscriptions - - -
Redemptions - - -
Offering Costs - - -
Net assets at December 31, 2007 $(30,563) $(47,984) $(78,547)
</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,
2007 2006 2005
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from operations $(27,664) $(28,431) $(136,539)
Adjustments to reconcile net increase (decrease) in net assets from
operations to net cash provided by (used in) operating activities:
Decrease in investments - 347,449
Decrease in accrued interest receivable - 7,252
(Decrease) in accrued management and incentive fees - (11,627)
Increase (decrease) in other payables and accruals 10,255 16,311 (2,930)
Net cash provided by (used in) operating activities (17,409) (12,120) 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 due to related parties 17,400 8,500 -
Net cash provided by (used in) financing activities 17,400 8,500 (576,723)
Net (decrease) in cash and cash equivalents (9) (3,620) (373,118)
Cash at the beginning of the year 118 3,738 376,856
Cash at the end of the year $109 $118 $3,738
</table>
F-7
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 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 10, 2005. On that date,
all trading was suspended and, subsequently, all limited partners, except an
affiliate of the general partner, 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 fall 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, 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.
Reorganization Costs and Operating Expenses - For financial reporting
purposes in conformity with U.S. Generally Accepted Accounting Principles
(GAAP), all accumulated reorganization costs since January 10, 2005 have been
expensed as incurred. Bromwell Financial Fund, LP, has incurred $52,489 in
reorganization costs from the cessation of trading on January 10, 2005 through
December 31, 2006. For all other purposes, including determining the Net
Asset Value per Unit for subscription and redemption purposes, the Fund will
not reflect these costs in capital until after the reimbursement is made on
the resumption of trading and, thereafter, all costs will be expensed as
incurred. The resumption of business is contingent upon the sale of at least
$1,000,000 of partnership interests. The Fund has agreed to reimburse Belmont
Capital, the General Partner, and other affiliated companies for all such
expenses upon the sale of the minimum and resumption of business. All costs
after the resumption of business will be paid directly by the Fund.
Consequently, as of December 31, 2007 and 2006, the Net Asset Value and Net
Asset Value per unit for financial reporting purposes and for all other
purposes are as follows:
<table>
<s> <c> <c> <c> <c>
Balance Per Unit Calculation
2007 2006 2007 2006
Net Asset Value for financial reporting purposes $(78,547) $(50,883) $(30,563.04) $(19,798.83)
Adjustment for reorganization costs and other operating expenses 81,464 52,522 31,698.05 20,436.58
Net Asset Value for all other purposes $2,917 $1,639 $1,135.01 $637.74
Number of Units 2.57 2.57
</table>
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. Costs to
maintain the Fund's registration of its securities and recurring registration
costs incurred since the cessation of trading on January 10, 2005 are treated
as reorganization expenses and, accordingly, are accounted for as described
above under "Reorganization Costs and Operating Expenses".
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.
F-8
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 2006 and 2005
2. Significant Accounting Policies - Continued
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.
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, 2007. The Fund will
reopen to new funds at a time to be set by the general partner. The minimum
amount of interests that the general partner expects to require to reopen the
fund is $1,000,000 and the maximum available registered interests is the
balance of unsold registered units, which is $4,474,938.
Recently Issued Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued
interpretation No. 48 (FIN 48) entitled "Accounting for Uncertainty in Income
Taxes - an interpretation of FASB 109". FIN 48 prescribes the minimum
recognition threshold a tax position must meet in connection with accounting
for uncertainties in income tax positions taken or expected to be taken by an
entity before being measured and recognized in the financial statements.
Adoption of FIN 48 was required for fiscal years beginning after December 15,
2006. The implementation of FIN 48 did not have a material impact on the
Fund's financial statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" (FAS 157). FAS 157 defines fair
value, establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America, and expands
disclosures about fair value measurements. While FAS 157 does not require any
new fair value measurements, for some entities, the application of FAS 157 may
change current practice. FAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. The implementation of FAS 157 is not expected to have a
material impact on the Fund's financial statements.
Reclassification
Certain amounts in the 2005 and 2006 financial statements were reclassified
to conform with 2007 presentation.
F-9
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 2006 and 2005
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 Partner.
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 are generally 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-10
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 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-11
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 2006 and 2005
6. Related Party Transactions
Amounts due to related parties at December 31, 2007 and 2006 consisted of
amounts due to Ashley Capital Management, Inc., 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
balances result from operating and reorganization costs paid by the related
parties on behalf of the Fund and cash advances. These amounts bear no
interest or due dates and are unsecured. The balances are expected to be paid
back within a year from the date the Fund begins to trade or when the Fund is
financially capable of repaying the advance. The following balances were
outstanding as of December 31, 2007 and 2006:
December 31,
2007 2006
Futures Investment Company $18,200 $7,500
Belmont Capital Management, Inc. 6,700
Ashley Capital Management, Inc. 3,033 3,033
Michael Pacult 1,000 1,000
Total due to related parties $28,933 $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 expenses were as follows:
<table>
<s> <c> <c> <c>
Year ended December 31,
2007 2006 2005
Belmont Capital Management, Inc. (commission) $- $- $634
Futures Investment Company (continuing service fee) - - 207
Total related party expenses $- $- $841
</table>
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-12
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 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 on January 10, 2005, no cash is deposited
in trading accounts at December 31, 2007 and 2006.
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, 2007 and 2006, 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, 2007 and 2006, was $0.00 and $0.00, respectively.
Open contracts generally mature within three months and as of December 31,
2007, 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-13
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 2006 and 2005
8. Derivative Financial Instruments and Fair Value of Financial Instruments
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. As the instruments are recognized at fair value, those
changes directly affect reported income.
All investment holdings are recorded in the statement of financial condition
at their net asset value (fair value) at the reporting date. Financial
instruments (including derivatives) used for trading purposes are recorded in
the statement of financial condition at fair value at the reporting date.
Realized and unrealized changes in fair values are recognized in net
investment gain (loss) in the period in which the changes occur. Interest
income arising from trading instruments is included in the statement of
operations as part of interest income.
Notional amounts are equivalent to the aggregate face value of the
derivative financial instruments. Notional amounts do not represent the
amounts exchanged by the parties to derivatives and do not measure the Fund's
exposure to credit or market risks. The amounts exchanged are based on the
notional amounts and other terms of the derivatives.
9. Financial Instruments with Off-Balance Sheet Credit and Market Risk
All financial instruments are subject to market risk, the risk that future
changes in market conditions may make an instrument less valuable or more
onerous. As the instruments are recognized at fair market value, those
changes directly affect reported income.
Included in the definition of financial instruments are securities,
restricted securities and derivative financial instruments. Theoretically,
the investments owned by the Fund directly are exposed to a market risk (loss)
equal to the notional value of the financial instruments purchased and
substantial liability on certain financial instruments purchased short.
Generally, financial instruments can be closed. However, if the market is not
liquid, it could prevent the timely close-out of any unfavorable positions or
require the Fund to hold those positions to maturity, regardless of the
changes in their value or the trading advisor's investment strategies.
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise
from financial instruments exist for groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.
10. Indemnifications
In the normal course of business, the Fund enters into contracts and
agreements that contain a variety of representations and warranties and which
provide general indemnifications. The Fund's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. The Fund expects the risk of any
future obligation under these indemnifications to be remote.
11. Partnership Unit Transactions
As of December 31, 2007, 2006 and 2005 partnership units were valued at
$(30,563.04), $(19,798.83) and $(8,736.19), respectively.
Transactions in partnership units were as follows:
<table>
<s> <c> <c> <c> <c> <c> <c>
Units Amount
2007 2006 2005 2007 2006 2005
Limited Partner Units
Subscriptions - - 65.95 $- $- $51,007
Redemptions - - (982.73) - - (627,730)
Syndication costs - - - - - -
Net income for the year ended 12/31 - - - (16,900) (17,368) (123,375)
Total - - (916.78) (16,900) (17,368) (700,098)
General Partner Units
Subscriptions - - - - - -
Redemptions - - (33.88) - - (21,641)
Syndication costs - - - - - -
Net income for the year ended 12/31 - - - (10,764) (11,063) (13,164)
Total - - (33.88) (10,764) (11,063) (34,805)
Total Units
Subscriptions - - 65.95 - - 51,007
Redemptions - - (1,016.61) - - (649,371)
Syndication costs - - - - - -
Net income for the year ended 12/31 - - - (27,664) (28,431) (136,539)
Total - - (950.66) $(27,664) $(28,431) $(734,903)
</table>
F-14
<page>
Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
For the Years Ended December 31, 2007, 2006 and 2005
12. 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, an affiliate of the general partner,
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.
13. Financial Highlights
The following information presents per unit operating performance data and
other supplemental financial data for the years ended December 31, 2007 and
2006 and the previous three years. This information has been derived from
information presented in the financial statements.
<table>
<s> <c> <c> <c> <c> <c>
Year to Date
2007 2006 2005 2004 2003
Performance per unit (5)
Net unit value, beginning of period $(19,798.83) $(8,736.19) $747.41 $824.69 $908.99
Net realized and unrealized gains/
(losses) on commodity transactions - - (8,996.23) 89.50 97.66
Investment and other income - - 14.07 15.67 2.47
Expenses (1) (10,764.21) (11,062.64) (501.44) (182.45) (184.43)
Net (decrease) for the period (10,764.21) (11,062.64) (9,483.60) (77.28) (84.30)
Net unit value, end of period $(30,563.04) $(19,798.83) $(8,736.19) $747.41 $824.69
Net assets, end of period (000) $(79) $(51) $(22) $712 $1,037
Total return (3) (45.35)% (88.48)% (1268.86)% (9.37)% (9.27)%
Number of units outstanding at the end of
the year 2.57 2.57 2.57 953.23 1257.32
Supplemental Data
Ratio to average net assets (4)
Investment and other income 0.00 % 0.00 % 11.60 % 2.11 % 0.29 %
Expenses (2) (45.35)% (88.48)% (397.64)% (20.62)% (10.16)%
</table>
Total returns are calculated based on the change in value of a unit during
the period. An individual partner's total returns and ratios may vary from
the above total returns and ratios based on the timing of additions and
redemptions.
(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-15
<page>
Bromwell Financial Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2007, 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 31, 2008
Michael Pacult Date
President, Belmont Capital Management, Inc.
General Partner
Bromwell Financial Fund, Limited Partnership
F-16
<page>