August 8, 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. 3 to Form S-1
Filed on July 27, 2005
File No. 333-119655
Dear Mr. Pacult:
We have reviewed your amended 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.
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 July 27,
2005.
General
1. We note that you have added disclosure regarding the fact that
you
will now issue additional units at the close of each business
month
to purchasers who are "accredited investors" in order to reduce
the
continuing service fee. Please tell us how you intend to
determine
which purchasers are "accredited investors" and which are not. We
are unable to locate anything in your subscription materials that
would elicit this information. In addition, please tell us
whether
the units to be issued to accredited investors are part of the
registered offering or whether you intend to issue these
privately.
If they are to be part of the registered offering, please include
sufficient information regarding your allocation of the registered
offering to the issuance of these units on the cover page, in the
summary and the Plan of Distribution sections. We may have
additional comments.
2. We reissue prior comment one from our last letter dated June 3,
2005. Please revise all descriptions of your corporate structure
throughout the registration statement to delete references to
partnership or having partners. We note, for example, disclosure
on
the cover page and page 14 of the prospectus.
3. Please confirm to us that, following effectiveness of the
registration statement and the breaking of escrow, you will file a
prospectus supplement each month reflecting the net asset value at
which you sell the units. Please include disclosure in the
prospectus indicating how prospective investors can locate the
most
recent NAV for your fund.
Table of Contents
4. We note in your table of contents that you refer to your
interim
financial statements for the period ended May 31, 2005 as
"Reviewed
Financial Statements." Revise your filing to include your
independent accountant`s review report. Refer to Rule 10-01(d) of
Regulation S-X.
Cover Page
5. In your response to prior comment two from our last letter
dated
June 3, 2005, you state that you may extend your offering for an
additional three years. Please note that you should only register
the amount of securities that you reasonably expect to sell within
two years from the initial effective date of the registration
statement. Refer to Rule 415(a)(2) of Regulation C.
Summary of the Offering
Subscription Procedures, page 1
6. Please revise to state the "higher" minimum purchase amount
that
accredited investors must satisfy in order to receive a partial
refund of continuing service fees in the form of additional units.
Also state the amount of the service fee refund and the number of
additional units that these investors will receive.
Redemptions, page 4
7. We note the addition of your new 3%, 2% and 1% redemption fee
disclosure. Contrarily, page nine of your amended LLC Operating
Agreement, attached as Appendix A, continues to state that there
will
be no redemption fees. Please reconcile this inconsistency.
Further, we note your inclusion of your amended LLC Operating
Agreement without a new execution date. Please revise to update
October 1, 2004 with the proper execution date to your amended LLC
Operating Agreement.
The Risks You Face
We must pay substantial fees, charges and expenses regardless of
profitability which must be recovered before you can receive a
return
on your investment, page 6
8. Please restore the disclosure regarding specific amounts of
fees
and expenses that you are subject to and which must be paid before
an
investor can receive a return on his/her investment. We note that
you included these amounts in prior filings but have omitted them
from this amendment.
Conflicts of Interest, page 10
9. Please revise to discuss the conflict presented by Mrs.
Pacult`s
50% ownership of your selling agent, Futures Investment Company,
or
tell us why you have omitted this risk factor. We note that you
included this risk factor in prior filings but have omitted it
from
this amendment.
Expenses Per Unit of Membership Interest for the Next 12-Month
Period
of Operations, page 13
10. Please revise the table to reflect redemption fees that you
will
charge during the first year of ownership.
11. Please tell us why you have changed the dollar amount of
incentive fees to be paid to the trading advisor and the managing
member. We note that the incentive fees described in footnote (6)
have not changed.
12. Please tell us your basis for increasing the cash market
interest
rate assumption to 3.27% from 2.63% annually.
Performance of Other Funds Managed by the Managing Member, page 24
Performance History, page 30
13. To the extent practical, please revise your Managing Member`s
prior performance for the Atlas Fund and your Commodity Trading
Advisors` prior performance tables provided on pages 30-35 to
provide
returns for the month ended June 2005.
Exhibit 23.01 Consent of Frank L. Sassetti & Co.
14. Please file a currently dated accountants` consent.
* * *
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.
The Scott Law Firm, P.A.
940 Northeast 79th Street, Suite A
Miami, FL 33138
Facsimile No.: (305) 754-2668
??
??
??
??
Mr. Michael Pacult
TriView Global Fund, LLC
August 8, 2005
Page 1