June 3, 2005
Mail Stop 4561
Michael Pacult
Managing Member
TriView Global Fund, LLC
5916 N. 300 West
Fremont, Indiana 46737
Re: TriView Global Fund, LLC
Amendment No. 2 to Form S-1
Filed on May 13, 2005
File No. 333-119655
Dear Mr. Pacult:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
For purposes of this comment letter, we refer to the
pagination,
paragraphs, sentence and line numbers as displayed by the marked
courtesy copy version of your amended Form S-1 filed on May 13,
2005.
General
1. We note your references to a partnership and the general
partner
throughout the prospectus, e.g. pages 1, 14-15. Please revise to
refer to the limited liability company structure and your managing
members.
Cover Page
2. We note your revised disclosure in response to prior comment
three
from our letter dated March 14, 2005 states that the "managing
member
reserves the right to change the termination date of the offering
pursuant to the LLC Operating Agreement." Since Section 7 of the
LLC
Operating Agreement conveys "sole and complete discretion to
determine the terms and conditions of the Offering" upon the
managing
member, please revise your disclosure to confirm that your
managing
member will terminate this offering no later than two years from
its
commencement. Alternatively, consider stating that the managing
member may extend the offering beyond this two-year period, but
quantify the amount of time for the extension.
Charges to the Fund, page 3
3. In your response to prior comment eight, we note you state that
including the round turn fee would appear to investors as an
additional charge paid to the futures commission merchant. Noting
your concern, please include the estimate accompanied by
disclosure
that this amount will be paid from your managing members` 6%
brokerage commission. Please make similar changes to page 21 of
the
prospectus.
Redemptions, pages 4 and 44
4. We note your response to prior comment 12. Section 14(b) of
your
Operating Agreement, however, does not appear to specify the
method
by which the managing member will honor redemptions in the event
there are insufficient funds. Please revise your disclosure to
clarify that the managing member has discretion over which
requests
to honor. Also, please revise your disclosure to clarify that the
managing member may, in its sole discretion, suspend the amount of
units to be redeemed in any month if it determines that
redemptions
would impair the Fund`s ability to meet its objectives.
5. Considering the discretion retained by the managing member, it
appears that the material terms of your redemption program are
sufficiently broad so that a new investment decision is created
with
respect to each redemption. Consequently, your redemption program
may be subject to Rule 13e-4 and Regulation 14E of the Securities
Exchange Act. Should you desire to seek exemptive or no action
relief from the Division of Corporation Finance, please file a no-
action request with the Division. Otherwise, please be advised
that
any redemptions you make may be subject to the tender offer rules.
Expenses Per Unit of Membership Interest, pages 14-15
6. Please advise us as to what types of liquid securities you
intend
to invest that may compose up to 90% of your equity.
Charges to the Fund, page 19
7. Please revise your bullet-point definition of "new net profit"
to
clarify that it is calculated after payment of brokerage fees and
does not include interest income earned by the LLC. Also, provide
a
description of how new net profit is actually calculated.
The Managing Member, page 23
8. In connection with your response to prior comment 18 from our
last
letter dated March 14, 2005, we note you disclose Mr. Pacult`s net
worth as "in excess of $3.3 million." Please revise to state the
dollar amount of his net worth as of a given date or date of the
prospectus. It appears that the term "in excess" of a certain
number
may make this disclosure unnecessarily vague to investors.
Performance of Other Funds Managed by the Managing Member, page 25
9. Please revise your disclosure to include Providence Select
Fund,
Limited Partnership as a fund managed by Mr. Pacult, but which, if
true, has not yet commenced trading.
Financial Statements
10. Update the financial statements in accordance with Rule 3-12
of
Regulation S-X.
Part II of the Form S-1
Exhibit 5.01 Legal Opinion
11. Please ask counsel to confirm to us in writing that it concurs
with our understanding that the reference and limitation to
"Delaware
General Corporation Law" includes the statutory provisions and
also
all applicable provisions of the Delaware Constitution and
reported
judicial decisions interpreting these laws. Refer to Section
VIII.A.14. of the Division of Corporation Finance: Current Issues
and
Rulemaking Projects Outline (November 14, 2000).
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Robert Telewicz at (202) 551-3438 or Jorge
Bonilla at (202) 551-3414 if you have questions regarding comments
on
the financial statements and related matters. Please contact Neil
Miller at (202) 551-3442 or me at (202) 551-3780 with any other
questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: William S. Scott, Esq. (via facsimile)
The Scott Law Firm, P.A.
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Mr. Michael Pacult
TriView Global Fund, LLC
June 3, 2005
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