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 12-31-2008
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 333-119655
TRIVIEW GLOBAL FUND, LLC
(Exact name of registrant as specified in its charter)
Delaware 20-1689686
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:
Units of Membership Interest
(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 Membership Interests and none is expected to develop. This is a
commodity pool. The Units are registered to permit the initial sale of Units
at month end net asset value.
<page>
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-
119655 are incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On November 3, 2005, the registration statement filed by TriView Global Fund,
LLC, (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. The Fund intends to
sell the membership interests at the initial price of $1,000 per Unit in the
face amount of $50,000,000 that it has registered. The $1,000 per Unit value
is for initial subscription and redemption purposes only, and a separate per
Unit value is calculated for financial reporting purposes and on the close of
the last business day of the month. As of December 31, 2008, no sales were
made and the Fund had not commenced business. At some time in the future, the
Fund will, pursuant to the terms of the Operating Agreement, engage in the
business of speculative and high risk trading of commodity futures and options
markets through the services of one or more commodity trading advisors ("CTA")
as that term is defined in the Commodity Exchange Act. The Managing Member,
in its sole discretion, selects the CTA and the amount of equity assigned to
the CTAs, from time to time.
Once the minimum has been sold, the Fund will commence trading. Once trading
commences, the trades for the Fund will be 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, from time to time, by the Managing
Member of the Fund. The Fund has engaged two CTAs to trade the Fund account,
NuWave Investment Corp., 1099 Mt Kemble Ave, Morristown NJ 07960 and Spectrum
Asset Management LLC, 141 W. Jackson Blvd., Suite 1692, Chicago, IL 60604.
The books and records of the trades placed by the CTAs in the Fund's trading
accounts are kept and available for inspection by the Members at the office of
the corporate Managing Member, 5914 N. 300 West, Fremont, IN 46737. NuWave
and Spectrum will be paid an annual management fee of one half percent (1/2%)
of the equity assigned to it them to manage, calculate separately, plus an
incentive fee of twenty percent (20%) of New Net Profit earned from the trades
on the equity, payable quarterly. The Fund Operating Agreement is included as
Appendix A to the Prospectus delivered to the prospective investors and filed
as part of the Registration Statement. The Operating Agreement defines the
terms of operation of the Fund and is incorporated herein by reference.
None of the purchasers of Units of Membership Interest has a voice in the
management of the Fund. Reports of the Net Asset Value of the Fund are sent
to all Members at the end of each month.
TriView Capital Management, Inc., the corporate Managing Member 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
half of one percent (1/2%) of the total value of the Fund available for
trading in the Fund's account at the FCM per month [six percent (6%) per
year]. TriView Capital also receives an incentive fee of 3% of New Net Profit
as that term is defined in the prospectus. The independent FCM is selected by
the Managing Member to hold the Fund's trading equity and place the trades as
directed by the CTAs 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 Selling Agents receive a three percent (3%) continuing service
fee of the initial investment the first year. Each month thereafter, for so
long as the investment remains in the Fund, the Fund pays this fee at one
quarter percent (1/4%) based on the net asset value of the investment.
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act. Once the Units are issued, the operation of the Fund is subject
to regulation pursuant to the Securities and Exchange Act of 1934 and the
Commodity Exchange Act. The U.S. Securities and Exchange Commission and the
Securities Commissions and securities acts of the several States where its
Units are offered and sold have jurisdiction over the operation of the Fund.
The National Futures Association has jurisdiction over the operation of the
Managing Member 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, 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 the FCM selected by
the Managing Member. Any FCM selected by the Managing Member must be
registered with the National Futures Association pursuant to the Federal
Commodity Exchange Act as a commodity FCM. The trading of futures, options on
futures and other commodities is highly speculative and the Fund has an
unlimited risk of loss, including the pledge of all of its assets, to the
trades made on its behalf by the CTAs in the commodity markets.
Item 3. Legal Proceedings
There have been no legal proceedings against the Fund, its Managing Member,
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 the date of
this report, expected to have a material effect upon its condition, financial
or otherwise, or to the services it will render to the Fund. There have been
no 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
<page>
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 Fund, the Managing Member, the Trading
Advisor and the Selling 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.
In connection with the incident involving the trading losses referenced above,
the CFTC issued a formal order of investigation naming MFG and the AP. The
CFTC, in coordination with the Chicago Mercantile Exchange ("CME"), has been
collecting documentation and taking depositions of MFG employees. This
investigation is ongoing and it is not yet certain what actions the CFTC
and/or the CME might take. MF Global has established an accrual of $10.0
million to cover potential CFTC civil monetary penalties in this matter and
the two CFTC matters referred to below. This is MF Global's best estimate at
this time and there is no assurance that the $10.0 million accrual will be
sufficient for these purposes or that the CFTC will not require remedial
measures. No accrual has been made for the CME matter.
In May 2007, MFG and two of its employees received what is commonly referred
to as a "Wells notice" from the staff of the Division of Enforcement of the
CFTC. The notice relates to two trades MFG executed in 2004 for a customer and
reported to NYMEX. The notice indicates that the Division of Enforcement is
considering recommending to the CFTC that a civil proceeding be commenced
against MFG and the two employees, in which the CFTC would assert that MFG and
the two employees violated Section 9(a)(4) of the Commodity Exchange Act,
which generally prohibits any person from willfully making any false,
fictitious, or fraudulent statements or representations, or making or using
any false writing or document knowing the same to contain any false,
fictitious, or fraudulent statement to a board of trade. The Division of
Enforcement staff contends that MFG and the individuals presented or
participated in the submission of information to NYMEX that falsely
represented the dates on which the trades in question occurred. MFG and the
individuals dispute these contentions. It is not yet certain what action the
CFTC will take, but see the reference to a $10.0 million accrual above.
Additionally, MF Global is currently cooperating in an investigation conducted
by a New York County Grand Jury in conjunction with the U.S. Attorney's Office
in the Southern District of New York, with which the CFTC and the SEC are also
involved. The investigation centers around trading by a market making energy
trader at Bank of Montreal (BMO) who allegedly mismarked his book. An MFG
broker did business with the BMO trader, and used bid and offer prices for
forward OTC trades the BMO trader sent to him as a basis for prices which the
MFG broker disseminated to MFG's customers, including BMO, as price
indications that reflected a consensus. MFG has been told that neither MFG nor
the broker is a target of the Grand Jury investigation. In connection with
this investigation, MFG has been served by the CFTC with a Wells notice in
anticipation of civil charges against the broker under the anti-fraud
provisions of CFTC Regulation 33.10 and MFG with derivative liability for the
broker's actions. It is not yet certain what action the CFTC may take against
MFG or the broker, but see the reference to a $10.0 million accrual above.
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.
4
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Item 4. Submission of Matters to a Vote of Security Holders
The Managing Member makes all day to day decisions regarding the operation of
the Fund. The Members 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
Members. The Members, (sic the Security Holders), have no right to
participate in the management of the Fund. All of their voting rights, as
defined in the Operating Agreement, are limited to the selection of the
Managing Member, amendments to the Operating Agreement, and other similar
decisions.
PART II
Item 5. Market for Registrant's Units of Membership Interest, 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 Operating Agreement requires a security
holder to obtain the approval of the Managing Member prior to the transfer of
any Units. Accordingly, there is no trading market for the Fund Units and
none is likely to develop. The Members must rely upon the right of Redemption
provided in the Operating Agreement to liquidate their interest.
The Fund has fewer than 300 holders of its securities. Members 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 Managing Member has sole discretion in determining
what distributions, if any, the Fund will make to its Members. 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 Operating
Agreement attached as Appendix A to the Registration Statement, incorporated
herein by reference, for a complete explanation of the right of redemption
provided to Members.
Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Members 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 Member's capital account.
Following is a summary of certain financial information for the Registrant for
the period from inception to December 31, 2008, presented with the caveat that
the Registrant had not yet commenced its business of trading futures in any of
the periods presented.
5
<page>
<table>
<s> <c> <c> <c> <c> <c>
Years Ended December 31,
2008 2007 2006 2005
Performance per unit (1)
Net unit value, beginning of period $(58,837.00) $(39,537.00) $(25,987.00) $(506.00) $-
Net realized and unrealized gains and
losses on commodity transactions - - - - -
Investment and other income - - - - -
Expenses (21,079.00) (19,300.00) (13,550.00) (3,747.00) (506.00)
Syndication costs transferred to capital (21,734.00)
Net (decrease) for the period (21,079.00) (19,300.00) (13,550.00) (25,481.00) (506.00)
Net unit value at the end of the year $(79,916.00) $(58,837.00) $(39,537.00) $(25,987.00) $(506.00)
Net assets at the end of the year (000) ($160) ($118) ($79) ($52) $1
Total return (35.83)% (39.24)% (41.36)% (28.29)% (609.72)%
Number of units outstanding at the end of the year 2.00 2.00 2.00 2.00 2.00
Supplemental Data
Ratio to average net assets
Investment and other income 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %
Expenses (35.83)% (39.24)% (41.36)% (28.29)% (609.72)%
</table>
Total returns are calculated based on the change in value of a unit during
the period. An individual member's total returns and ratios may vary from the
above total returns and ratios based on the timing of additions and
redemptions.
(1) Investment and other income and expenses and net realized and unrealized
gains and losses on commodity transactions are calculated based on a single
unit outstanding during the period.
6
<page>
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2008 and 2007.
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c>
2008 2007
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total Investment Gain - - - - - - - -
Net Income (Loss) (10,214) (12,508) (6,974) (12,462) (5,820) (10,366) (9,352) (13,062)
Net Income (Loss) per membership unit (5,107.00) (6,254.00) (3,487.00) (6,231.00) (2,910.00) (5,183.00) (4,676.00) (6,531.00)
Net Income (Loss) per managing
member unit (5,107.00) (6,254.00) (3,487.00) (6,231.00) (2,910.00) (5,183.00) (4,676.00) (6,531.00)
Net asset value per membership unit
at the end of period. (63,944.00) (70,198.00) (73,685.00) (79,916.00) (42,447.00) (47,630.00) (52,306.00) (58,837.00)
Capitalized Syndication 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.
7
<page>
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 Managing Member 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 Operating Agreement grants solely to the Managing Member
the right to select the CTAs 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.
Through the date of this Report, the Fund has not yet commenced business.
Therefore, for non-financial reporting purposes (subscription and redemption
purposes), its net asset value (NAV) per Unit of $1,000 and its total NAV of
$2,000 remained unchanged during and in between the twelve months ended
December 31, 2008 and December 31, 2007.
The Fund is subject to ongoing offering and operating expenses; however, upon
the commencement of business, profits or losses will be primarily generated by
the commodity trading advisors by methods that are proprietary to them. For
financial reporting purposes, the Fund experienced profits (losses) of
$(42,158) [$(21,079) per Unit] and $(38,600) [$(19,300) per Unit] for the
twelve months ended December 31, 2008 and December 31, 2007. The increase in
losses was primarily due to higher compliance costs with respect to keeping
current the registration of the Fund's securities. These results are not to be
construed as an expectation of similar profits or losses in the future.
The Fund has not paid any commissions or earned any interest income from
inception through December 31, 2008.
The Fund did not have any additions or withdrawals during or in between the
twelve months ended December 31, 2008 and December 31, 2007.
Inflation has had no material impact on the operations or on the financial
condition of the Fund from inception through December 31, 2008.
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
Members would realize a 100% loss. The Fund, the Managing Member 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%.
8
<page>
In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the
clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.
In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial institutions;
thus there may be a greater counterparty credit risk. The CTAs trade for the
Fund only with those counterparties which they believe to be creditworthy. All
positions of the Fund are valued each day on a mark-to-market basis. There can
be no assurance that any clearing member, clearinghouse or other counterparty
will be able to meet its obligations to the Fund.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund
securities is expected to develop. The Fund is engaged in the speculative
trading of futures and options on futures. The risks are fully explained in
the Fund prospectus delivered to each prospective Member prior to their
investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2008, 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 Managing Member 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 Managing Member 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.
9
<page>
Changes in Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires the Managing Member 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 Managing
Member's internal control over financial reporting during the quarter ended
December 31, 2008 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 Managing Member 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 Managing Member's internal
control over financial reporting includes those policies and procedures that:
* 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
Managing Member'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 Managing Member assessed the effectiveness of its
internal control over financial reporting with respect to the Fund as of
December 31, 2008. 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, 2008, the Managing Member'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 Managing
Member'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
10
<page>
Part III
Item 10. Directors and Executive Officers and Corporate Governance
The Fund is a Delaware limited liability company which acts through its
corporate Managing Member. Accordingly, the Registrant has no Directors or
Executive Officers.
The Managing Members of the Registrant during the year 2008 were TriView
Capital Management, Incorporated, a Delaware corporation, and Michael P.
Pacult. The Managing Members are both registered with the National Futures
Association as commodity pool operators pursuant to the Commodity Exchange
Act, and Mr. Michael Pacult, age 64, is the sole shareholder, director,
registered principal and executive officer of the corporate Managing Member.
The background and qualifications of Mr. Pacult are disclosed in the
Registration Statement, incorporated herein by reference. Mr. Pacult is also
a registered representative with Futures Investment Company, the affiliated
broker dealer which conducts the "best efforts" offering of the Units.
There has never been a material administrative, civil or criminal action
brought against the Fund, the Managing Member 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 Managing Member 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 Managing Member 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 Managing Member 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 Managing Member.
Item 11. Executive Compensation.
Although there are no executives of the Fund, the corporate Managing Member
and certain persons Affiliated with the Managing Members are paid compensation
that the Fund has elected to disclose on this Report. As described
previously, upon opening of the Fund, the Managing Member will be paid fixed
brokerage commissions of six percent (6%) per year, payable monthly, to cover
the cost of the domestic trades entered by the CTAs. The corporate Managing
Member retains the difference, if any, between the cost to enter the trades
and the six percent (6%). It is also paid a 3% incentive fee on New Net
Profits.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Members owned more than five percent (5%) of the total
equity of the Fund on December 31, 2008:
Name Percent Ownership
Michael Pacult 50.0%
Michael Pacult invested personally as a non-managing Member to comply with the
legal requirement that a limited liability company to be operated for tax
purposes as a limited partnership must be formed by two or more people.
11
<page>
(b) As of December 31, 2008, the corporate Managing Member owned 1.00 Unit
of Membership Interest, which constitutes the other 50.0% ownership.
(c) The Operating 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 Members must have 120 days advance notice and the
opportunity to redeem prior to any change in the control from the Managing
Member to another Managing Member. Control of the management of the Fund may
never vest in one or more Members.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
See Item 11, Executive Compensation and Item 12, Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters. The Managing
Member has sole discretion over the selection of trading advisors. TriView
Capital Management, Inc., the corporate Managing Member, is paid a fixed
commission for trades and, therefore, it has a potential conflict in the
selection of a CTA that makes few trades rather than produces profits for the
Fund. This conflict and others are fully disclosed in the Registration
Statement, which is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
(1) Audit Fees
The fees and costs paid to Jordan, Patke and Associates, Ltd. 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, 2008 and 2007
were $6,225 and $9,836, respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Jordan, Patke and Associates, Ltd. for tax
compliance services for the years ended December 31, 2008 and 2007 were $500
and $475, respectively.
(4) All Other Fees
None
(5) The Board of Directors of TriView Capital Management, Inc., Managing
Member 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:
12
<page>
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 of this form,
and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (Sec 229.601 of
this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file No. 333-119655 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, 2008, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: TriView Global Fund, LLC
By TriView Capital Management, Inc.
Its Managing Member
Date: March 30, 2009 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
13
<page>
TRIVIEW GLOBAL FUND, LLC
(A Development Stage Enterprise)
ANNUAL REPORT
December 31, 2008
MANAGING MEMBER:
TriView Capital Management, Inc.
% Corporate Systems, Inc.
505 Brookfield Drive
Dover, Kent County, Delaware 19901
<page>
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Statements of Assets and Liabilities F-3
Statements of Operations F-4
Statements of Changes in Net Assets F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-12
Affirmation of the Commodity Pool Operator F-13
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Members of
TriView Global Fund, LLC
Dover, Delaware
We have audited the accompanying statements of assets and liabilities of
TriView Global Fund, LLC (a Development Stage Enterprise) as of December 31,
2008 and 2007 and the related statements of operations, changes in net assets
and cash flows for each of the three years in the period ended December 31,
2008 and the cumulative period from October 1, 2004 (inception) through
December 31, 2008. These financial statements are the responsibility of the
Company'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 Company 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 Company's internal
control over financial reporting. Accordingly, we do not express such an
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 TriView Global Fund, LLC as
of December 31, 2008 and 2007, and the results of its operations, its changes
in net assets and its cash flows for each of the three years in the period
ended December 31, 2008, and the cumulative period from October 1, 2004
(inception) through December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
February 27, 2009
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Statements of Assets and Liabilities
December 31, 2008 and 2007
<table>
<s> <c> <c>
2008 2007
Assets
Cash $434 $150
Total assets 434 150
Liabilities
Accrued expenses 244 1,627
Due to related parties 160,022 116,197
Total liabilities 160,266 117,824
Net assets $(159,832) $(117,674)
Analysis of net assets
Members $(79,916) $(58,837)
Managing members (79,916) (58,837)
Net assets (equivalent to $(79,916.00) and
$(58,837.00) per unit) $(159,832) $(117,674)
Membership units outstanding
Members units outstanding 1.00 1.00
Managing members units outstanding 1.00 1.00
Total membership units outstanding 2.00 2.00
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Statements of Operations
For the Years Ended December 31, 2008, 2007 and 2006 and the
Cumulative Period from October 1, 2004 (Inception) to December 31, 2008
<table>
<s> <c> <c> <c> <c>
Cumulative
Period From
October 1, 2004
(Inception)
to December 31,
2008 2007 2006 2008
Investment income
Total investment income $- $- $- $-
Expenses
Professional accounting and legal fees 22,632 29,629 26,839 88,613
Other operating and administrative expenses 19,526 8,971 261 29,751
Total expenses 42,158 38,600 27,100 118,364
Net investment (loss) (42,158) (38,600) (27,100) (118,364)
Realized and unrealized (loss) from investments and foreign currency
Net realized and unrealized income from investments
and foreign currency - - - -
Net (decrease) in net assets resulting from operations $(42,158) $(38,600) $(27,100) $(118,364)
Net income per unit
Member unit (21,079.00) (19,300.00) (13,550.00) (59,182.00)
Managing member unit (21,079.00) (19,300.00) (13,550.00) (59,182.00)
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Statements of Changes in Net Assets
For the Years Ended December 31, 2008, 2007 and 2006 and the
Cumulative Period from October 1, 2004 (Inception) to December 31, 2008
<table>
<s> <c> <c> <c> <c>
Cumulative
Period From
October 1, 2004
(Inception)
to December 31,
2008 2007 2006 2008
(Decrease) in net assets from operations
Net investment (loss) $(42,158) $(38,600) $(27,100) $(118,364)
Net (decrease) in net assets resulting from operations (42,158) (38,600) (27,100) (118,364)
Capital contributions from members - - - 2,000
Initial offering costs - - - (43,468)
Total (decrease) in net assets (42,158) (38,600) (27,100) (159,832)
Net assets at the beginning of the period (117,674) (79,074) (51,974) -
Net assets at the end of the period $(159,832) $(117,674) $(79,074) $(159,832)
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Statements of Cash Flows
For the Years Ended December 31, 2008, 2007 and 2006 and the
Cumulative Period from October 1, 2004 (Inception) to December 31, 2008
<table>
<s> <c> <c> <c> <c>
Cumulative
Period From
October 1, 2004
(Inception)
to December 31,
2008 2007 2006 2008
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from operations $(42,158) $(38,600) $(27,100) $(118,364)
Adjustments to reconcile net (decrease) in net assets from
operations to net cash (used in) operating activities:
Increase (decrease) in accrued expenses (1,383) 1,524 103 244
Net cash (used in) operating activities (43,541) (37,076) (26,997) (118,120)
Cash Flows from Investing Activities
Initial offering costs - - - (43,468)
Net cash (used in) investing activities - - - (43,468)
Cash Flows from Financing Activities
Increase in due to related parties 43,825 37,137 26,199 160,022
Initial member capital contributions - - - 2,000
Net cash provided by financing activities 43,825 37,137 26,199
162,022
Net increase (decrease) in cash and cash equivalents 284 61 (798) 434
Cash at the beginning of the period 150 89 887 -
Cash at the end of the period $434 $150 $89 $434
Non-Cash Activities
Initial offering costs charged to net assets $- $- $- $43,468
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2008 and 2007
1. Nature of the Business
TriView Global Fund, LLC (the Fund) was formed on October 1, 2004 under the
laws of the State of Delaware. The Fund expects to engage in high risk,
speculative and hedge trading of futures and forward contracts, options on
futures and forward contracts, and other instruments selected by registered
commodity trading advisors (CTA's). However, the Fund will not commence
business until at least $2,060,000 worth of units of membership interests (the
Units) are sold. The maximum offering is $50,000,000. TriView Capital
Management, Inc. (TriView Capital) and Michael Pacult are the managing members
and commodity pool operators (CPO's) of the Fund. The initial CTA's are
expected to be NuWave Investment Corp (NuWave) and Spectrum Asset Management,
LLC (Spectrum), which will have the authority to trade as much of the Fund's
equity as is allocated to them by the Managing Member. The principal selling
agent is Futures Investment Company (Futures), which is controlled by Michael
Pacult and his wife.
The Fund is in the development stage and its efforts through December 31,
2008 have been principally devoted to organizational activities.
2. Significant Accounting Policies
Regulation - The Fund is a registrant (effective November 3, 2005) with the
Securities and Exchange Commission (SEC) pursuant to the Securities Act of
1933. The Fund is subject to the regulations of the SEC and the reporting
requirements of the Securities and Exchange Act of 1934. The Fund, once it
begins trading, will also be 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 will be
subject to the requirements of futures commission merchants and interbank
market makers through which the Fund trades.
Offering Expenses and Organizational Costs - For financial reporting
purposes in conformity with U.S. Generally Accepted Accounting Principles
(GAAP), on the Fund's initial effective date, November 3, 2005, the Fund
deducted from Members' capital the total initial offering costs of $43,468, as
of that date, and began expensing all subsequent offering costs.
Organizational and operating costs are expensed as incurred for GAAP purposes.
For all other purposes, including determining the Net Asset Value per Unit for
subscription and redemption purposes, the Fund will capitalize all offering,
organizational and operating costs until after the twelfth month following the
commencement of business, at which time the costs will be expensed. The
commencement of business is contingent upon the sale of at least $2,060,000 of
membership interests. The Fund has agreed to reimburse the Corporate Managing
Member and other affiliated companies for all offering, organizational and
operating expenses they have paid up to the commencement of business after the
twelfth month following the commencement of business. These reimbursement
amounts have accumulated to $160,022. and $116,197 as of December 31, 2008 and
2007, respectively.
Consequently, as of December 31, 2008 and 2007, 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
December 31, December 31,
2008 2007 2008 2007
Net Asset Value for financial reporting purposes $(159,832) $(117,674) $(79,916.00) $(58,837.00)
Adjustment for initial offering costs 43,468 43,468 21,734.00 21,734.00
Adjustment for other offering, organizational
and operating expenses 118,364 76,206 59,182.00 38,103.00
Net Asset Value for all other purposes $2,000 $2,000 $1,000.00 $1,000.00
Number of Units 2.00 2.00
</table>
Registration Costs - Costs incurred for the initial filings with Securities
and Exchange Commission, National Association of Securities Dealers, Inc. and
the states where the offering is expected to be made are included in the
offering expenses and, accordingly, are accounted for as described above under
"Offering Expenses and Organizational Costs".
Revenue Recognition - Forward contracts, futures and other investments are
recorded on the trade date and will be reflected in the statement of
operations at the difference between the original contract amount and the
market value on the last business day of the reporting period.
Market value of forward contracts, futures and other investments is based
upon exchange or other applicable closing quotations related to the specific
positions.
Interest income is recognized when it is earned.
Use of Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
F-7
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2008 and 2007
2. Significant Accounting Policies - Continued
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 members. 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 will consider only money market funds to be cash equivalents. Net cash
used in operating activities includes no cash payments for interest or income
taxes for the years ended December 31, 2008, 2007 and 2006. There were no
cash equivalents as of December 31, 2008, 2007 and 2006.
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated into
U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
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.
Recently Issued Accounting Pronouncements
The Fund adopted the provisions of Statement of Financial Accounting
Statement No. 157 - "Fair Value Measurement", or SFAS 157, as of January 1,
2008. SFAS 157 provides guidance for determining fair value and requires
increased disclosure regarding the inputs to valuation techniques used to
measure fair value. SFAS 157 clarifies the definition of fair value as the
price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date.
SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs
to valuation techniques used to measure fair value into three broad levels.
The fair value hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements).
Level 1 inputs are unadjusted quoted prices in active markets for identical
assets or liabilities that the Fund has the ability to access at the
measurement date.
Level 2 inputs are inputs other than quotes prices included in Level 1 that
are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for an asset or liability, including
the Fund's own assumptions used in determining the fair value of investments.
Unobservable inputs shall be used to measure fair value to the extent that
observable inputs are not available, thereby allowing for situations in which
there is little, if any, market activity for the asset or liability at the
measurement date.
As of and for the year ended December 31, 2008, the Fund had no investments.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to
improve financial reporting about derivate instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand how
those instruments and activities are accounted for; how and why they are used;
and their effects on a Fund's financial position, financial performance, and
cash flows. SFAS 161 is effective for financial statement issued for fiscal
years beginning after November 15, 2008, and interim periods within those
fiscal years. The Fund is currently evaluating the impact that the adoption
of SFAS 161 will have on its financial statement disclosures.
3. Managing Member Duties
The responsibilities of the Managing Member, 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 partnership, maintaining a current list of the names, addresses
and numbers of units owned by each Member and taking such other actions as
deemed necessary to manage the business of the Company.
The Corporate Managing Member has contributed $1,000 in cash for deposit to
the capital of the Fund for a managing member interest in the Company.
If the net unit value of the Fund falls to less than 50% of the greater of
the original $1,000 selling price, less commissions and other charges or such
higher value earned through trading, then the Managing Member will immediately
suspend all trading, provide all members with notice of the reduction in net
unit value and give all members the opportunity, for fifteen days after such
notice, to redeem Units. No trading shall commence until after the lapse of
such fifteen day period.
F-8
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2008 and 2007
4. The Limited Liability Company Agreement
The LLC Operating Agreement provides, among other things, that-
Capital Account - A capital account shall be established for each member.
The initial balance of each member's capital account shall be the amount of
the initial contributions to the Fund.
Monthly Allocations - Any increase or decrease in the Fund's net asset value
as of the end of a month shall be credited or charged to the capital account
of each Member in the ratio that the balance of each account bears to the
total balance of all accounts.
Any distribution from profits or members' capital will be made solely at the
discretion of the Managing Member.
Federal Income Tax Allocations - As of the end of each fiscal year, the
Fund's realized capital gain or loss and ordinary income or loss shall be
allocated among the Members, 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 Managing Member within five business days. The investor
also has five business days to withdraw his subscription. Funds are deposited
into an interest bearing subscription account and will be transferred to the
Fund's account after the minimum to commence business has been raised and,
thereafter, on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds will accrue to the
account of the investor.
Redemptions - A member may request any or all of his investment be redeemed
at the net asset value as of the end of a month. Unless this requirement is
waived, the written request must be received by the managing member no less
than ten business days prior to a month end. Redemptions will generally be
paid within twenty days of the effective month end. However, in various
circumstances due to liquidity, etc. the managing member may be unable to
comply with the request on a timely basis. There will be a redemption fee
commencing from the date of purchase of units of 3% during the first four
months, 2% during the second four months, 1% during the third four months and
no redemption fee in the thirteenth month or thereafter.
5. Fees
At December 31, 2008, the last previously prepared Fund prospectus stated
that the Fund will be charged the following fees on a monthly basis as of the
commencement of trading.
A monthly management fee of 2.0% (annual rate) will be paid to the two
CTA's, NuWave and Spectrum, of the equity allocated to them to trade.
The Fund will pay the Corporate Managing Member an annual fixed brokerage
commission of 6%, from which the Corporate Managing Member will pay the round
turn commissions to the introducing broker and the futures commission merchant
for trades made on U.S. markets. The Fund will also pay actual charges for
trades made on foreign exchanges or markets, if any.
A quarterly incentive fee of 20% of "new net profits" will be paid to the
two CTA's, NuWave and Spectrum, and a 3.0% quarterly incentive fee will be
paid to the Corporate Managing Member. "New net profits" includes all income
earned by a CTA and expense allocated to his activity. In the event that
trading produces a loss for a CTA, no incentive fees will be paid and all
losses will be carried over to the following months until profits from trading
exceed the loss. It is possible for one CTA to be paid an incentive fee
during a quarter or a year when the Fund experienced a loss. The Fund may
also change CTA's and thereby begin the computation of new net profits from
the date that a new CTA is retained.
After the Fund commences trading, the Fund will pay the selling agent who
sold the units a 3% continuing service fee during each year the investment is
in the Fund.
The Managing Member has reserved the right to change the management fee and
the incentive fee at its sole discretion. The total incentive fees may be
increased to 27% if the management fee is eliminated. The Fund may also
increase the total management fees paid to the CTA's and Managing Member to 6%
of total net assets if the total incentive fees are decreased to 15%.
6. Related Party Transactions
The sole shareholder of TriView Capital has made an initial member capital
contribution in the Fund of $1,000. He is also the sole shareholder of Ashley
Capital Management, Inc. (the general partner of another commodity fund),
which along with the shareholder and other affiliates, has temporarily funded
the syndication costs incurred by the Fund to date. In Accordance with
Financial Accounting Standards Board Interpretation No. 46(R), Consolidation
of Variable Interest Entities, a variable interest entity relationship exists
between TriView Capital and the Fund.
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 Managing Member, its CTA's
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.
Amounts due to related parties at December 31, 2008 and 2007 consisted of
amounts due to TriView Capital Management, Inc., managing member of TriView
Global Fund, LLC, Ashley Capital Management, Inc., Futures Investment Company,
the introducing broker, and Michael Pacult, President of Futures Investment
Company, TriView Capital Management, Inc. and Ashley Capital Management, Inc.
The balances result from offering, organizational and operating 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 usually
paid back within a year from the start of trading or when the Fund is
financially capable of repaying the advance. The following balances were
outstanding as of December 31, 2008 and 2007:
December 31,
2008 2007
Futures Investment Company $96,358 $52,533
Ashley Capital Management, Inc. 26,475 26,475
TriView Capital Management, Inc. 1,958 1,958
Michael Pacult 35,231 35,231
Balance due to related parties $160,022 $116,197
7. Membership Unit Transactions
As of December 31, 2008, 2007 and 2006 membership units were valued at
$(79,916.00), $(58,837.00) and $(39,537.00) respectively.
Transactions in membership units were as follows:
<table>
<s> <c> <c> <c> <c> <c> <c>
Units Amount
2008 2007 2006 2008 2007 2006
Members Units
Subscriptions - - - $- $- $-
Redemptions - - - - - -
Net decrease in net assets resulting
from operations for the year ended
12/31 - - - (21,079) (19,300) (13,550)
Offering costs - - - - - -
Total - - - (21,079) (19,300) (13,550)
Managing Members Units
Subscriptions - - - - - -
Redemptions - - - - - -
Net decrease in net assets resulting
from operations for the year ended
12/31 - - - (21,079) (19,300) (13,550)
Offering costs - - - - - -
Total - - - (21,079) (19,300) (13,550)
Total Units
Subscriptions - - - - - -
Redemptions - - - - - -
Net decrease in net assets resulting
from operations for the year ended
12/31 - - - (42,158) (38,600) (27,100)
Offering costs - - - - - -
Total - - - $(42,158) $(38,600) $(27,100)
</table>
F-10
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2008 and 2007
8. Concentrations
The Fund will maintain all of its initial subscription deposits with a
commercial financial institution. In the event of the financial institution's
insolvency, recovery of Fund deposits may be limited to account insurance or
other protection afforded deposits by the institution.
9. 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.
10. 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.
11. 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.
F-11
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2008 and 2007
12. Financial Highlights Period From October 1, 2004 (inception) to
December 31, 2004
<table>
<s> <c> <c> <c> <c> <c>
Years Ended December 31,
2008 2007 2006 2005
Performance per unit (1)
Net unit value, beginning of period $(58,837.00) $(39,537.00) $(25,987.00) $(506.00) $-
Net realized and unrealized gains and
losses on commodity transactions - - - - -
Investment and other income - - - - -
Expenses (21,079.00) (19,300.00) (13,550.00) (3,747.00) (506.00)
Syndication costs transferred to capital (21,734.00)
Net (decrease) for the period (21,079.00) (19,300.00) (13,550.00) (25,481.00) (506.00)
Net unit value at the end of the year $(79,916.00) $(58,837.00) $(39,537.00) $(25,987.00) $(506.00)
Net assets at the end of the year (000) ($160) ($118) ($79) ($52) $1
Total return (35.83)% (39.24)% (41.36)% (28.29)% (609.72)%
Number of units outstanding at the end of the year 2.00 2.00 2.00 2.00 2.00
Supplemental Data
Ratio to average net assets
Investment and other income 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %
Expenses (35.83)% (39.24)% (41.36)% (28.29)% (609.72)%
</table>
Total returns are calculated based on the change in value of a unit during
the period. An individual member's total returns and ratios may vary from the
above total returns and ratios based on the timing of additions and
redemptions.
(1) Investment and other income and expenses and net realized and unrealized
gains and losses on commodity transactions are calculated based on a single
unit outstanding during the period.
F-12
<page>
TriView Global Fund, LLC
Affirmation of the Commodity Pool Operator
December 31, 2008 and 2007
*****************************************************************************
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, 2009
Michael Pacult Date
President, TriView Capital Management, Inc.
Managing Member
TriView Global Fund, LLC
F-13
<page>