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 12-31-2009
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 whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [
] No [ ] N/A
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] Smaller reporting company [ ]
(Do not check if a smaller
reporting company)
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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.
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, 2009, 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 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. 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. See Subsequent
Events at the end of this section.
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.
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.
Subsequent Events - By Post Effective Amendment No. 5, which is not yet
effective as of the date of this report, the Fund advised it would engage a
single CTA, GT Capital CTA to trade on behalf of the Fund and that, upon
effectiveness and subsequent sale of $2,000,000 in Fund Units, the following
fees would be charged:
A monthly management fee of 1% (annual rate) will be paid to the CTA, GT
Capital CTA, calculated on the equity allocated to it to trade.
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The Fund will pay annual domestic brokerage commissions to the Managing Member
of 10%, plus actual charges for trades made on foreign markets, if any. The
first year of an investment, the 10% is composed of a 3% up front charge on
the initial investment amount plus 1/12 of 7% monthly of the month end net
asset value. After the first year, the amount is charged at 1/12 of 10%
monthly of month end net asset value. The Managing Member retains 1% and pays
the selling brokers a 3% annual continuing service fee up to a maximum of 10%
of the initial investment, and pays the affiliated introducing broker 6% for
trades made by the trading advisor on domestic markets, plus actual charges
for trades made on foreign markets, if any. After a selling agent receives the
maximum 10% total continuing service fee, the Managing Member will retain this
amount going forward.
A quarterly incentive fee of 20% of "new net profits" will be paid to the CTA.
"New net profits" includes all income earned by a CTA and expense allocated to
its 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 periods until profits from trading exceed the 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.
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
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.
Subsequent Events - In its Post Effective Amendment No. 5, the Fund advised
that it expects to maintain approximately 50% of its assets in a Treasury
Direct Account maintained with the United States Department of the Treasury.
It also retains the right to invest in foreign treasuries held with the
respective issuing department of treasury and to invest in cash management
funds that invest in U.S. Treasuries and have high liquidity. Funds
maintained with the US Department of Treasury, any foreign treasury department
and any cash management funds are in the name of the Fund and not commingled
with those of any other entity. The Fund expects to maintain approximately
47% to 50% of our net assets in segregation with the FCM for trading by the
trading advisor. Approximately 0% to 3% of the previous month's net assets
may be retained in our bank accounts to pay expenses and redemptions.
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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:
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 accept a cease and
desist order.
On February 20, 2007, MFI 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.
On March 6, 2008, and thereafter, 5 virtually identical proposed class action
securities suits were filed against MFG's parent, MF Global Ltd. ("MF
Global"), certain of its officers and directors, and Man Group plc. These
suits have now been consolidated into a single action. The complaints seek to
hold defendants liable under Sec. 11, 12 and 15 of the Securities Act of 1933
by alleging that the registration statement and prospectus issued in
connection with MF Global's initial public offering in July 2007 were
materially false and misleading to the extent that representations were made
regarding MF Global's risk management policies, procedures and systems. The
allegations are based upon MF Global's disclosure of $141.5 million in trading
losses incurred in a single day by an AP in his personal trading account
("Trading Incident"), which losses MFG was responsible to pay as an exchange
clearing member. The consolidated cases have been dismissed on a motion to
dismiss by defendants. Plaintiffs have appealed.
On December 17, 2009, MFG settled a CFTC administrative proceeding in
connection with the Trading Incident and three other matters without admitting
or denying any allegations and accepting a charge of failing to supervise (In
the Matter of MF Global Inc. CFTC Docket No. 10-03). The three additional
matters that were settled involved allegations that MF Global failed to
implement procedures to ensure proper transmissions of price information for
certain options that were sent to a customer, specifically that the price
indications reflected a consensus taken on [a particular] time and date and
were derived from different sources in the market place; failed to diligently
supervise the proper and accurate preparation of trading cards and failed to
maintain appropriate written authorization to conduct trades for a certain
customer. Under the Commission's order, MFG agreed to pay an aggregate civil
monetary penalty of $10 million (which it had previously accrued) and agreed
to a cease and desist order. In addition, MFG agreed to specific undertakings
related to its supervisory practices and procedures and MFG agreed that it
would engage an independent outside firm to review and assess the
implementation of the undertakings and certain recommendations that MFG
previously accepted. At the same time, MFG, without admitting or denying the
allegations made by the CME, settled a CME disciplinary action relating to the
Trading Incident by paying a fine of $495,000.
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On August 28, 2009, Bank of Montreal ("BMO") instituted suit against MFG and
its former broker, Joseph Saab ("Saab") (as well as a firm named Optionable,
Inc. and five of its principals or employees), in the United States District
Court for the Southern District of New York. In its complaint, BMO asserts
various claims against all defendants for their alleged misrepresentation of
price quotes to BMO's Market Risk Department ("MRD") as independent quotes
when defendants knew, or should have known, that David Lee ("Lee"), BMO's
trader, created the quotes which, in circular fashion, were passed on to BMO
through MFG's broker, thereby enabling Lee substantially to overvalue his book
at BMO. BMO further alleges that MFG and Saab knew that Lee was fraudulently
misrepresenting prices in his options natural gas book and aided and abetted
his ability to do so by MFG's actions in sending price indications to the BMO
MRD, and substantially assisted Lee's breach of his fiduciary duties to BMO as
its employee. The Complaint seeks to hold all defendants jointly and
severally liable and, although it does not specify an exact damage claim, it
claims CAD 680.0 million (approximately $635.9 million) as a pre-tax loss for
BMO in its natural gas trading, claims that it would not have paid brokerage
commissions to MFG (and Optionable), would not have continued Lee and his
supervisor as employees at substantial salaries and bonuses, and would not
have incurred substantial legal costs and expenses to deal with the Lee
mispricing. MFG has made a motion to dismiss, which is pending.
In or about October 2003, MFI uncovered an apparent fraudulent scheme
conducted by third parties unrelated to MFI that may have victimized a number
of its clients. CCPM, a German Introducing Broker, introduced to MFI all the
clients that may have been victimized. An agent of CCPM, Michael Woertche
(and his asssociates), apparently engaged in a Ponzi scheme in which allegedly
unauthorized transfers from and trading in accounts maintained at MFI were
utilized to siphon money out of these accounts, on some occasions shortly
after they were established. MFI was involved in two arbitration proceedings
relating to these CCPM introduced accounts. The first arbitration involved
claims made by two claimants before a NFA panel. The second arbitration
involves claims made by four claimants before a FINRA panel. The claims in
both arbitrations are based on allegations that MFI and an employee assisted
CCPM in engaging in, or recklessly or negligently failed to prevent,
unauthorized transfers from, and trading in, accounts maintained by MFI.
Damages sought in the NFA arbitration proceeding were approximately $1,700,000
in compensatory damages, unspecified punitive damages and attorney's fees in
addition to the rescission of certain deposit agreements. The NFA arbitration
was settled for $200,000 as to one claimant and a net of $240,000 as to the
second claimant during fiscal 2008. Damages sought in the FINRA proceeding
were approximately $6,000,000 in compensatory damages and $12,000,000 in
punitive damages. During the year ended March 31, 2009, the FINRA arbitration
was settled for an aggregate of $800,000.
MFI was named as a co-defendant in an action filed in Florida State Court by
Eagletech Communications Inc. ("Eagletech") and three of its alleged
shareholders against 21 defendants, including banks, broker-dealers and
clearing brokers, as well as "100 John Doe defendants or their nominee
entities". The complaint alleges that the defendants engaged in a criminal
conspiracy designed to manipulate the publicly traded share price of Eagletech
stock. Plaintiffs seek unspecified compensatory and special damages, alleging
that "Man Group PLC d/b/a Man Financial Inc" participated in the conspiracy by
acting as a clearing broker for a broker-dealer that traded in Eagletech
stock. The complaint asserts claims under RICO, the Florida Securities and
Investor Protection Act, the Florida Civil Remedies for Criminal Practices Act
and a related negligence claim. On May 9, 2007, defendants filed a notice
removing the State Court action to the United States District Court for the
Southern District of Florida pursuant to 28 U.S.C. Sec.1441(a). On October 2,
2007, Plaintiffs filed a first amended complaint in the Federal Court action
asserting additional claims against MFG under Florida common law, including
civil conspiracy, conversion and trespass to chattels. On February 26, 2008,
the financial institution defendants, including MF Global Inc., filed a motion
to dismiss seeking dismissal of all claims asserted in the amended complaint
on the ground that the claims are barred by the Private Securities Litigation
Reform Act ("PSLRA") and preempted by the federal securities laws. On June 27,
2008, the Court partially granted the motion, holding that the federal RICO
claims are barred by the PSLRA and dismissing the RICO claims with prejudice.
The Court declined to exercise supplemental jurisdiction over the state law
claims and remanded those claims to the Florida State Court. On July 25, 2008,
plaintiffs filed a notice of appeal of the Court's June 27, 2008 decision to
the United States Court of Appeals for the Eleventh Circuit but subsequently
withdrew its appeal.
In December 2007, MFG, along with four other futures commission merchants
("FCMs"), were named as defendants in an action filed in the United States
District Court in Corpus Christi, Texas by 47 individuals who were investors
in a commodity pool (RAM I LLC) operated by Renaissance Asset Management LLC.
The complaint alleges that MFG and the other defendants violated the Commodity
Exchange Act and alleges claims of negligence, common law fraud, violation of
a Texas statute relating to securities fraud and breach of fiduciary duty for
allegedly failing to conduct due diligence on the commodity pool operator and
commodity trading advisor, having accepted executed trades directed by the
commodity trading advisor, which was engaged in a fraudulent scheme with
respect to the commodity pool, and having permitted the improper allocation of
trades among accounts. The plaintiffs claim damages of $32.0 million, plus
exemplary damages, from all defendants. All of the FCM defendants moved to
dismiss the complaint for failure to state a claim upon which relief may be
granted. Following an initial pre-trial conference, the court granted
plaintiffs leave to file an amended complaint. On May 9, 2008, plaintiffs
filed an amended complaint in which plaintiffs abandoned all claims except a
claim alleging that the FCM defendants aided and abetted violations of the
Commodity Exchange Act. Plaintiffs now seek $17.0 million in claimed damages
plus exemplary damages from all defendants. MFG filed a motion to dismiss the
amended complaint which was granted by the court and appealed by the
plaintiffs.
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The Liquidation Trustee ("Trustee") for Sentinel Management Group, Inc.
("Sentinel") sued MFG in June 2009 on the theory that MFG's withdrawal of
$50.2 million within 90 days of the filing of Sentinel's bankruptcy petition
on August 17, 2007 is a voidable preference under Section 547 of the
Bankruptcy Code and, therefore, recoverable by the Trustee, along with
interest and costs.
In May 2009, investors in a venture set up by Nicholas Cosmo ("Cosmo") sued
Bank of America and MFG, among others, in the United States District Court for
the Eastern District of New York, alleging that MFG, among others, aided and
abetted Cosmo and related entities in a Ponzi scheme in which investors lost
$400 million. MFG has made a motion to dismiss which is currently pending
before the court.
In the late spring of 2009, MFG was sued in Oklahoma State Court by customers
who were substantial investors with Mark Trimble ("Trimble") and/or
Phidippides Capital Management ("Phidippides"). Trimble and Phidippides may
have been engaged in a Ponzi scheme. Plaintiffs allege that MFG "materially
aided and abetted" Trimble's and Phidippides' violations of the anti-fraud
provisions of the Oklahoma securities laws and they are seeking damages "in
excess of" $10,000 each. MFG made a motion to dismiss which was granted by the
court. Plaintiffs have appealed.
MFG and an affiliate, MF Global Market Services LLC ("Market Services"), are
currently involved in litigation with a former customer of Market Services,
Morgan Fuel & Heating Co., Inc. ("Morgan Fuel") and its principals, Anthony
Bottini, Jr., Brian Bottini and Mark Bottini (the "Bottinis"). The litigations
arise out of trading losses incurred by Morgan Fuel in over-the-counter
derivative swap transactions, which were unconditionally guaranteed by the
Bottinis.
On October 6, 2008, Market Services commenced an arbitration against the
Bottinis to recover $8.3 million, which is the amount of the debt owed to
Market Services by Morgan Fuel after the liquidation of the swap transactions.
MF Global Market Services LLC v. Anthony Bottini, Jr., Brian Bottini and Mark
Bottini, FINRA No. 08-03673. Each of the Bottinis executed a guaranty in favor
of Market Services personally and unconditionally guaranteeing payment of the
obligations of Morgan Fuel upon written demand by Market Services. Market
Services asserted a claim of breach of contract based upon the Bottinis'
failure to honor the guarantees.
On October 21, 2008, Morgan Fuel commenced a separate arbitration proceeding
before FINRA against MFG and Market Services. Morgan Fuel claims that MFG and
Market Services caused Morgan Fuel to incur approximately $14.2 million in
trading losses. Morgan Fuel v. MFG and Market Services, FINRA No. 08-03879.
Morgan Fuel seeks recovery of $5.9 million in margin payments that it
allegedly made to Market Services and a declaration that it has no
responsibility to pay Market Services for the remaining $8.3 million in
trading losses because Market Services should not have allowed Morgan Fuel to
enter into, or maintain, the swap transactions.
The Bottinis also asserted a third-party claim against Morgan Fuel, which in
turn asserted a fourth-party claim against MFG, Market Services and Steven
Bellino (an MFG employee) in the arbitration proceeding commenced by Market
Services.
On December 12, 2008, MFG settled three CME Group disciplinary actions
involving allegations that on a number of occasions in 2006 and 2007, MFG
employees engaged in impermissible pre-execution communications in connection
with trades executed on the e-cbot electronic trading platform, withheld
customer orders that were executable in the market for the purpose of
soliciting, and brokering contra-orders and crossed orders on the e-cbot
trading platform without allowing for the minimum required exposure period
between the entry of the orders. MFG was also charged with failing to properly
supervise its employees in connection with these trades. Without admitting or
denying any wrongdoing, MFG consented to an order of a CME Business Conduct
Committee Panel which found that MFG violated legacy CBOT Rule 504.00 and
Regulations 480.10 and 9B.13 and 9B.13(c) and ordered MFG to pay a $400,000
fine, cease and desist from similar conduct and, in consultation with CME
Market regulation Staff, enhance its training practices and supervisory
procedures regarding electronic trading practices.
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MFG acts only as clearing broker for the Fund's futures accounts and as such
is paid commissions for executing and clearing trades. MFG has not passed
upon the adequacy or accuracy of the Fund's prospectus or this report and will
not act in any supervisory capacity with respect to the CPO or the CTA, as the
case may be, nor participate in the management of the CPO or of the Fund or of
the CTA. Therefore, investors should not rely on MFG in deciding whether or
not to participate in the Fund.
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. MFG has represented to the General Partner that that none of the
events it has reported will not now, or at any time in the future, interfere
with its performance as the FCM for the Fund's account.
Item 4. (Removed and Reserved)
N/A
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, 2009, presented with the caveat that
the Registrant had not yet commenced its business of trading futures in any of
the periods presented.
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<table>
<s> <c> <c> <c> <c> <c> <c>
Units Amount
2009 2008 2007 2009 2008 2007
Members Units
Subscriptions - - - $- $- $-
Redemptions - - - - - -
Net (decrease) in net assets resulting
from operations for the year ended 12/31 - - - (18,302) (21,079) (19,300)
Offering costs - - - - - -
Total - - - (18,302) (21,079) (19,300)
Managing Members Units
Subscriptions - - - - - -
Redemptions - - - - - -
Net (decrease) in net assets resulting
from operations for the year ended 12/31 - - - (18,302) (21,079) (19,300)
Offering costs - - - - - -
Total - - - (18,302) (21,079) (19,300)
Total Units
Subscriptions - - - - - -
Redemptions - - - - - -
Net (decrease) in net assets resulting
from operations for the year ended 12/31 - - - (36,604) (42,158) (38,600)
Offering costs - - - - - -
Total - - - $(36,604) $(42,158) $(38,600)
</table>
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.
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The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2009 and 2008.
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c>
2009 2008
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
Total Investment Gain - - - - - - - -
Net Income (Loss) (6,562) (11,466) (10,556) (14,810) (10,214) (12,508) (9,352) (10,084)
Net Income (Loss) per
membership unit (3,281.00) (5,733.00) (5,278.00) (7,405.00) (5,107.00) (6,254.00) (4,676.00) (5,042.00)
Net Income (Loss) per
managing member unit (3,281.00) (5,733.00) (5,278.00) (7,405.00) (5,107.00) (6,254.00) (4,676.00) (5,042.00)
Net asset value per membership
unit at the end of period. (83,197.00) (88,930.00) (94,208.00) (101,613.00) (63,944.00) (70,198.00) (52,306.00) (79,916.00)
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.
See Subsequent Events in Item 2 of this Report for a description of where Fund
assets will be held. 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.
9
<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.
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, 2009 and December 31, 2008.
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 losses of $(36,604)
[$(18,302) per Unit] and $(42,158) [$(21,079) per Unit] for the twelve months
ended December 31, 2009 and December 31, 2008. The increase in losses was
primarily due to higher compliance costs with respect to keeping the
registration of the Fund's securities current. 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, 2009.
The Fund did not have any additions or withdrawals during or in between the
twelve months ended December 31, 2009 and December 31, 2008.
Inflation has had no material impact on the operations or on the financial
condition of the Fund from inception through December 31, 2009.
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%.
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.
10
<page>
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, 2009, were audited by 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.
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, 2009 that have materially affected, or are reasonably likely to
materially affect, internal control over financial reporting applicable to the
Fund.
11
<page>
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, 2009. 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, 2009, 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
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 2009 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 65, 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.
12
<page>
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 is 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. See Subsequent Events
to Item 1 of this Report for disclosure of such compensation.
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, 2009:
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.
(b) As of December 31, 2009, 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.
13
<page>
Item 14. Principal Accountant Fees and Services.
(1) Audit Fees
The fees and costs paid to 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, 2009 and 2008
were $9,987.50 and $6,225, respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Patke and Associates, Ltd. for tax compliance
services for the years ended December 31, 2009 and 2008 were $500 and $500,
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:
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
14
<page>
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, 2009, 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, 2010 By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
15
<page>
TRIVIEW GLOBAL FUND, LLC
(A Development Stage Enterprise)
ANNUAL REPORT
December 31, 2009
MANAGING MEMBER:
TriView Capital Management, Inc.
% Corporate Systems, Inc.
505 Brookfield Drive
Dover, Kent County, Delaware 19901
<page>
Page
Report of Independent Registered Public Accounting Firm F-2
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 the Financial Statements F-7 - F-12
Affirmation of the Commodity Pool Operator F-13
F-1
<page>
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,
2009 and 2008, 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,
2009 and the cumulative period from October 1, 2004 (inception) through
December 31, 2009. 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, 2009 and 2008, 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, 2009, and the cumulative period from October 1, 2004
(inception) through December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
March 8, 2010
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, 2009 and 2008
<table>
<s> <c> <c>
2009 2008
Assets
Cash $363 $434
Prepaid expenses 6,790 -
Total assets 7,153 434
Liabilities
Accrued expenses 3,817 244
Due to related parties 199,772 160,022
Total liabilities 203,589 160,266
Net assets $(196,436) $(159,832)
Analysis of net assets
Members $(98,218) $(79,916)
Managing members (98,218) (79,916)
Net assets (equivalent to $(98,218) and $(79,916) per unit) $(196,436) $(159,832)
Membership units outstanding
Member unit outstanding 1.00 1.00
Managing member unit 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, 2009, 2008 and 2007
Cumulative Period from October1, 2004 (Inception) to December 31, 2009
<table>
<s> <c> <c> <c> <c>
Cumulative
Period From
October 1, 2004
(Inception)
to December 31,
2009 2008 2007 2009
Investment income
Total investment income $- $- $- $-
Expenses
Professional accounting and legal fees 29,866 22,632 29,629 118,479
Other operating and administrative expenses 6,738 19,526 8,971 36,489
Total expenses 36,604 42,158 38,600 154,968
Net investment (loss) (36,604) (42,158) (38,600) 154,968
Net (decrease) in net assets resulting from operations $(36,604) $(42,158) $(38,600) $(154,968)
Net income (loss) per unit
Member unit (18,302.00) (21,079.00) (19,300.00) (77,484.00)
Managing member unit (18,302.00) (21,079.00) (19,300.00) (77,484.00)
</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, 2009, 2008 and 2007
Cumulative Period from October1, 2004 (Inception) to December 31, 2009
<table>
<s> <c> <c> <c> <c>
Cumulative
Period From
October 1, 2004
(Inception)
to December 31,
2009 2008 2007 2009
(Decrease) in net assets from operations
Net investment (loss) $(36,604) $(42,158) $(38,600) $(154,968)
Net (decrease) in net assets resulting from operations (36,604) (42,158) (38,600) (154,968)
Capital contributions from members - - - 2,000
Initial offering costs - - - (43,468)
Total (decrease) in net assets (36,604) (42,158) (38,600) (196,436)
Net assets at the beginning of the year (159,832) (117,674) (79,074) -
Net assets at the end of the year $(196,436) $(159,832) $(117,674) $(196,436)
</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, 2009, 2008 and 2007
Cumulative Period from October1, 2004 (Inception) to December 31, 2009
<table>
<s> <c> <c> <c> <c>
Cumulative
Period From
October 1, 2004
(Inception)
to December 31,
2009 2008 2007 2009
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from operations $(36,604) $(42,158) $(38,600) $(154,968)
Adjustments to reconcile net (decrease) in net assets from
operations to net cash (used in) operating activities:
(Increase) in prepaid expenses (6,790) - - (6,790)
Increase (decrease) in accrued expenses 3,573 (1,383) 1,524 3,817
Net cash (used in) operating activities (39,821) (43,541) (37,076) (157,941)
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 39,750 43,825 37,137 199,772
Initial member capital contributions - - - 2,000
Net cash provided by financing activities 39,750 43,825 37,137 201,772
Net increase (decrease) in cash (71) 284 61 363
Cash at the beginning of the year 434 150 89 -
Cash at the end of the year $363 $434 $150 $363
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, 2009
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 $2,000,000 worth of units of membership interests (the
Units) are sold. The maximum offering is $50,000,000. TriView Capital
Management, Inc. (the "Managing Member") and Michael Pacult are the managing
members and commodity pool operators (CPO's) of the Fund. The initial CTA is
GT Capital CTA, which will have the authority to trade as much of the Fund's
equity as is allocated to it by the Managing Member. The principal selling
agent is Futures Investment Company, which is controlled by Michael Pacult and
his wife.
The Fund is in the development stage and its efforts through December 31,
2009 have been principally devoted to organizational activities.
2. Significant Accounting Policies
"FASB 168 ""Accounting Standards Codification"" - On July 1, 2009, the
Financial Accounting Standards Board ("FASB") officially released the
Accounting Standards Codification (the "Codification" or "ASC"). Pursuant to
FASB Statement No. 168, the FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles will be effective for
interim and annual periods ending after September 15, 2009. The Fund adopted
FASB 168 on July 1, 2009.
The Codification does not change accounting principles generally accepted in
the United States of America ("GAAP") but it is a major restructuring of how
accounting and reporting standards that constitute how GAAP are organized.
That is, the Codification will be the single source of authoritative non
governmental GAAP. The organizational changes are expected to make GAAP
easier to research by simplifying user access to all authoritative guidance.
As a result, content will reside in new locations within the Codification
which means referencing to specific guidance will change.
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 ("NFA") 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 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 commencement
of business, at which time the costs will be expensed and amortized on a
straight line basis for 60 months. The commencement of business is contingent
upon the sale of at least $2,000,000 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. These reimbursement amounts have
accumulated to $199,772 and $160,022 as of December 31, 2009 and December 31,
2008, respectively.
Consequently, as of December 31, 2009 and 2008, 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, December 31, December 31,
2009 2008 2009 2008
Net Asset Value for financial reporting purposes $(196,436) $(159,832) $(98,218.00) $(79,916.00)
Adjustment for initial offering costs 43,468 43,468 21,734.00 21,734.00
Adjustment for other offering, organizational
and operating expenses 154,968 118,364 77,484.00 59,182.00
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 SEC,
Financial Industry Regulatory Authority 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 GAAP 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, 2009
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.
Management has continued to evaluate the application of Accounting Standards
Codification 740-10-25, "Income Taxes-Overall-Recognition" to the Fund and has
determined that ASC 740-10-25 does not have a material impact on the Fund's
financial statements. The Fund files federal and state tax returns. The 2006
through 2009 tax years generally remain subject to examination for the U.S.
federal and most state tax authorities.
Statement of Cash Flows - Net cash used in operating activities includes no
cash payments for interest or income taxes for the years ended December 31,
2009, 2008 and 2007.
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 Fund 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.
Fair Value Measurement and Disclosures - The Fund adopted the provisions of
Accounting Standards Codification 820 - "Fair Value Measurement and
Disclosures", or ASC 820, as of January 1, 2008. ASC 820 provides guidance
for determining fair value and requires increased disclosure regarding the
inputs to valuation techniques used to measure fair value. ASC 820 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.
ASC 820 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 quoted 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 years ended December 31, 2009 and 2008 the Fund had no
investments.
Recently Issued Accounting Pronouncement - The Fund adopted the provisions
of the Statement of Accounting Standards Codification 815 - "Derivatives and
Hedging" ("ASC 815") as of January 1, 2009. ASC 815 provides for disclosures
about derivative instruments and hedging activities. ASC 815 is intended to
improve financial reporting about derivative 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. ASC 815 is effective for financial statements
issued for fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. As of December 31, 2009 the Fund has not commenced
business in active trading and remains in a developmental stage. As a result,
the adoption of ASC 815 imposes no impact on the presentation of the Fund's
financial statements for the reporting period.
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, 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 Fund.
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 Fund.
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, 2009
4. The Limited Liability Company Agreement
The 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 fee for redemption requests made in the thirteenth month or thereafter.
5. Fees
The Fund will be charged the following fees as of the commencement of
trading.
A monthly management fee of 1% (annual rate) will be paid to the CTA, GT
Capital CTA, calculated on the equity allocated to it to trade.
The Fund will pay annual domestic brokerage commissions to the Managing
Member of 10%, plus actual charges for trades made on foreign markets, if any.
The first year of an investment, the 10% is composed of a 3% up front charge
on the initial investment amount plus 1/12 of 7% monthly of the month end net
asset value. After the first year, the amount is charged at 1/12 of 10%
monthly of month end net asset value. The Managing Member retains 1% and pays
the selling brokers a 3% annual continuing service fee up to a maximum of 10%
of the initial investment, and pays the affiliated introducing broker 6% for
trades made by the trading advisor on domestic markets, plus actual charges
for trades made on foreign markets, if any. After a selling agent receives the
maximum 10% total continuing service fee, the Managing Member will retain this
amount going forward.
A quarterly incentive fee of 20% of "new net profits" will be paid to the
CTA. "New net profits" includes all income earned by a CTA and expense
allocated to its 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 periods until profits from trading exceed the 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.
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 the Managing Member 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
Accounting Standards Codification 810, Consolidation of Variable Interest
Entities, a variable interest entity relationship exists between the Managing
Member and the Fund.
Accounting Standards Codification 460, Guarantees, 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 and others when they act, in good faith, in the best interests
of the Fund. The Fund is unable to develop an estimate for future payments
resulting from hypothetical claims, but expects the risk of having to make any
payments under these indemnifications to be remote.
F-9
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2009
6. Related Party Transactions - Continued
Due to related parties at December 31, 2009 and 2008 consisted of amounts
due to the Managing Member, Ashley Capital Management, Inc., Futures
Investment Company, the introducing broker, and Michael Pacult. 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, 2009 and 2008:
December 31, December 31,
2009 2008
Futures Investment Company $136,108 $96,358
Ashley Capital Management, Inc. 26,475 26,475
Managing Member 1,958 1,958
Michael Pacult 35,231 35,231
Balance due to related parties $199,772 $160,022
7. Membership Unit Transactions
As of December 31, 2009, 2008 and 2007 membership units were valued at
$(98,218), $(79,916), and $(58,837), respectively.
Transactions in membership units were as follows:
<table>
<s> <c> <c> <c> <c> <c> <c>
Units Amount
2009 2008 2007 2009 2008 2007
Members Units
Subscriptions - - - $- $- $-
Redemptions - - - - - -
Net (decrease) in net assets resulting
from operations for the year ended 12/31 - - - (18,302) (21,079) (19,300)
Offering costs - - - - - -
Total - - - (18,302) (21,079) (19,300)
Managing Members Units
Subscriptions - - - - - -
Redemptions - - - - - -
Net (decrease) in net assets resulting
from operations for the year ended 12/31 - - - (18,302) (21,079) (19,300)
Offering costs - - - - - -
Total - - - (18,302) (21,079) (19,300)
Total Units
Subscriptions - - - - - -
Redemptions - - - - - -
Net (decrease) in net assets resulting
from operations for the year ended 12/31 - - - (36,604) (42,158) (38,600)
Offering costs - - - - - -
Total - - - $(36,604) $(42,158) $(38,600)
</table>
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.
F-10
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2009
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 assets and
liabilities 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 assets and liabilities 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.
12. Subsequent Events
In 2009, the Fund adopted ASC 855 "Subsequent Events". The objective of ASC
855 is to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or available to be issued. The Managing Member evaluated subsequent
events through March 8, 2010. There were no subsequent events to disclose.
F-11
<page>
TriView Global Fund, LLC
(A Development Stage Enterprise)
Notes to the Financial Statements
December 31, 2009
13. Financial Highlights
<table>
<s> <c> <c> <c> <c> <c>
Years Ended December 31,
2009 2008 2007 2006 2005
Performance per unit (1)
Net unit value, beginning of year $(79,916.00) $(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 (18,302.00) (21,079.00) (19,300.00) (13,550.00) (3,747.00)
Syndication costs transferred to capital - - - - (21,734.00)
Net (decrease) for the year (18,302.00) (21,079.00) (19,300.00) (13,550.00) (25,481.00)
Net unit value at the end of the year $(98,218.00) $(79,916.00) $(58,837.00) $(39,537.00) $(25,987.00)
Net assets at the end of the year (000) $(196) $(160) $(118) $(79) $(52)
Total return (22.90)% (35.83)% (39.24)% (41.36)% (28.29)%
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 (1)
Investment and other income 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %
Expenses (22.90)% (35.83)% (39.24)% (41.36)% (28.29)%
</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
For the Years Ended December 31, 2009, 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
Michael Pacult
President, TriView Capital Management, Inc.
Managing Member
TriView Global Fund, LLC
F-13
<page>