As Filed with the Securities and Exchange Commission on March 30, 2012
Registration No. 333-166668
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRIVIEW GLOBAL FUND, LLC
(Exact name of registrant as specified in its charter)
6221 Delaware 20-1689686
(Primary SIC Number) (State of organization) (IRS EIN)
505 Brookfield Drive
Dover, Delaware 19901
Telephone: (800) 331-1532
(address and telephone number of registrant's principal executive offices)
Mr. Michael Pacult
5914 N. 300 West
Fremont, Indiana 46737
Telephone: (260) 833-1306
(Name, address and telephone number of agent for service of process)
Copies to:
William S. Scott, Esquire
The Scott Law Firm, Ltd.
470 Broadway, Suite 160
Bayonne, NJ 07002
(201) 800-4606
wscott@wscottlaw.com
If any of the securities being offered on the Form are to be offered on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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
the 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 [ ]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
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Part I - Disclosure Document
TriView Global Fund, LLC
Amended and Fully Restated Prospectus to Offer
$1,000,000 (1,000 Units) Minimum / $20,000,000 (20,000 Units) Maximum
in Units of Membership Interest
To Be Sold at the Month-End Net Asset Value per Unit
The Offering
The Fund is a registered commodity pool that trades in the speculative trade
of U.S. and international futures and options on futures contracts in a
diversified portfolio that includes currencies, interest rates, energy, metals
and commodities in both U.S. and global markets. An independent trading
advisor is employed with the primary objective of the Fund appreciating in
value over time. An investment in the Fund may provide valuable
diversification to a traditional portfolio of stocks and bonds.
Two managing members, TriView Capital Management, Inc. and Mr. Michael Pacult,
have the authority to manage the Fund. We refer to them collectively as "the
managing member." The managing member is authorized by the LLC Operating
Agreement to use its sole judgment to employ, establish the terms of
employment, and terminate commodity trading advisors and futures commission
merchants.
This is a best efforts offering. The underwriters are not required to sell any
specific number or dollar amount of securities but will use their best efforts
to sell the securities offered. There will be a selling commission of 6%, and
the selling agent has also been paid $2,000 in legal fees by the Fund for the
review of this offering by FINRA. The initial offering price was set by the
managing member at $1,000 per membership interest. On July 7, 2011, the Fund
had sold the minimum and commenced business. The price is now the month-end
net asset value of the Fund divided by the number of outstanding membership
interests. Net asset value is calculated and membership interests are issued
on a monthly basis.
All subscriptions received are placed in a depository account maintained by
the managing member at Star Financial Bank, Angola, IN until the first
business day of the month following the month in which the subscription is
accepted. The offering will terminate upon three years from the date of
initial effectiveness, August 10, 2013. The managing member has sole and
absolute discretion to terminate the offering for any reason, including if the
minimum is reached. However, that is unlikely because it would suffer the
loss of the opportunity to manage the Fund.
You must purchase at least $25,000 in membership interests, though the
managing member may reduce this to no less than $5,000. You have the right to
rescind your subscription for five business days after it is submitted. There
will be no redemption fee, but there will be a twelve month lock-in. See
Summary, Subscription Procedure.
The Risks - These securities are highly speculative. Before you decide
whether to invest, read this entire prospectus carefully and consider risks
below and the complete description of "Risks you face" beginning on page 6.
* The Fund business is the speculative trading in futures, commodity
options and unregulated currency contracts selected by registered commodity
trading advisors.
* This investment involves a high degree of risk. You should purchase
these securities only if you can afford a complete loss of your investment.
* The Fund is new and has no operating history.
* Trading profits and interest income must be generated to offset
substantial expenses. To receive your investment back after the first twelve
months, the Fund must generate a return of at most 26.32% based on the current
net asset value, and 19.74% should we sell the maximum. Similarly, during the
second twelve months of investment, the Fund must generate 13.35% to return
your investment should we sell the maximum.
* Transfer of your membership interests will be restricted and subject to
managing member approval. No public market for the membership interests
exists and none is expected to develop.
* Although you will not receive distributions, you must pay annual Federal
and State income taxes on your share of any profits earned, if any.
* We must pay the following fees: a 6% selling commission, a 1% annual
management fee on assets allocated to trading and 20% incentive fee on new net
profits to the trader; 10%% annual brokerage commissions of 2.5% to the
managing member and 7.5% to the introducing broker; and, annual operating
costs of approximately $40,000, or $105,000 if the maximum is sold.
* This Fund will not make distributions. To receive a return on your
investment, you must use our redemption procedure, which is subject to
restrictions.
* The managing member and affiliates have conflicts of interest with
regard to the management of this Fund including, but not limited to, the
individual managing member is the sole principal of the corporate managing
member and a 50% owner of the principal selling agent.
* Commodity trading is highly leveraged. A small change in the market
price of a contract can produce adverse consequences to the value of the Fund.
Investors are required to make representations and warranties relating to
their suitability in connection with this investment. Each investor is
encouraged to discuss the investment with his/her individual financial, legal
and tax adviser.
These securities have not been approved or disapproved by the Securities and
Exchange Commission, or any State securities commission or agency, nor have
any of them confirmed or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense. The
Fund is not a registered mutual fund under the Investment Company Act of 1940.
This prospectus is in two parts: a disclosure document and a statement of
additional information. These parts are bound together, and both contain
important information.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.
FUTURES INVESTMENT COMPANY
5914 N. 300 West, P. O. Box 760
Fremont, Indiana 46737
(260) 833-1306
Best Efforts Selling Agent
April __, 2012
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Commodity Futures Trading Commission
Risk Disclosure Statement
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO
PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION,
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR
PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT,
AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE
SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 20 AND A
STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 16.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY
TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU
DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS
DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF
THIS INVESTMENT, AT PAGE 6.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR
OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES,
INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS
PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO
COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN
NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE
EFFECTED.
------------------------------------
This prospectus does not include all of the information or exhibits in the
Fund's registration statement. You can read and copy the entire registration
statement at the public reference facilities maintained by the Securities and
Exchange Commission in Washington, D.C.
The Fund files monthly, quarterly and annual reports with the SEC. You can
read and copy these reports at the sec public reference facilities in
Washington, D.C. Please call the SEC at (800) SEC-0300 for further
information.
The Fund's filings are posted at the SEC website at http://www.sec.gov.
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Table of Contents
CFTC Risk Disclosure Statement i
Table of Contents ii
Suitability Standards v
Summary of the Offering 1
The Fund 1
Description of Securities Offered for Sale 1
Plan For Sale of Membership interests 1
Subscription Procedure 1
Will You Benefit From An Investment In The Fund? 1
Business Objectives 2
Summary Risk Factors 2
Charges to the Fund 3
Use of Proceeds 4
Selection of Commodity Trading Advisors and Allocation of Equity 4
Federal Income Tax Aspects 4
Redemptions 4
Security ownership of certain beneficial owners 4
Diagram of Fund Structure & Commissions TriView Global Fund, LLC 5
The Risks You Face 6
The corporate managing member of this Fund has limited experience. 6
We must pay substantial fees, charges and expenses regardless of profitability
which must be recovered before you can receive a return on your investment.
6
You may not transfer your membership interests and must rely on our redemption
procedures to receive your investment back. 6
Your right of redemption is limited. 6
The Fund depends upon the individual managing member, and his absence could
cause the Fund to cease operations. 8
Managing member and commodity trading advisor will serve other businesses and
may not have adequate time to devote to the Fund. 8
There are conflicts of interest in the Fund structure that may limit our
profits. 8
You will be taxed on profits though you will not receive distributions. 8
You will have to pay taxes on profits in a current year which may be lost in
future years. 8
If the managing member selects new trading advisors, they may not be as
profitable as those replaced and the new advisors will not be responsible for
recouping any previous losses. 8
The managing member may change the commodity trading advisor and its
allocation of equity to or among advisors without prior notice to you. 8
Factors beyond a Trading Advisor's control may cause a Trading Advisor to
deviate from its trading program or strategy. 8
You will not participate in management and may not contest the business
decisions of the managing member. 8
Commodity futures trading is speculative and highly risky. 9
As a result of leverage, small changes in the price of the Fund's positions
may result in major losses. 9
The Managing Member may employ leverage with the trading advisor, which may
increase volatility and negatively impact Fund performance 9
The managing member does not control the trading advisor or its methods and
may not be able to prevent large losses. 9
Illiquid markets could make it impossible for the Fund's advisors to realize
profits or limit losses. 9
Changes in trading equity may adversely affect Fund performance. 10
Denomination of Fund Assets in Foreign Currencies 10
Fund may engage in day trading. 10
Failure of commodity broker or banks could result in loss of assets. 10
When trading in foreign futures exchanges, if the creditworthiness of the
other parties or the foreign currency is not maintained, we may lose the
entire value of our positions in those markets. 10
Option trading is highly risky and requires less equity to secure a trade,
thus providing greater potential for loss. 10
Position limits may limit profitability and changes thereof can produce
dramatic price swings. 11
We may not be able to compete with others with greater resources which could
cause loss of Fund investment. 11
Resignation of the individual managing member may cause taxation as a
corporation. 11
The offering of units has not been subject to independent review. 11
You will not have the protections provided by the Investment Company Act of
1940. 11
Investment in this Fund may subject you to the inconvenience of an IRS audit.
11
Managing member may settle IRS claim without your approval, whether or not it
is in your best interest. 11
You may be subject to back taxes and penalties. 11
The managing member may cause higher fees to be paid or riskier trading by
altering the management and incentive fees without prior notice to you. 12
ii
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Conflicts Of Interest 12
The managing member, the commodity trading advisor, the introducing broker,
the futures commission merchant, the selling agent and their principals may
preferentially trade for themselves and others, possibly to the derogation of
Fund investors. 12
Possible retention of voting control by the managing member may limit your
ability to control issues. 12
Fund fees may be higher than they would be if they were negotiated. 12
Commodity trading advisor may engage in high risk trading to generate fees.
13
The individual managing member has sole control over the time he will allocate
to the management of the Fund. 13
No Resolution of Conflicts Procedures 13
Interests of Named Experts and Counsel 13
Cautionary Note Regarding Forward-Looking Statements 13
Management's Discussion and Analysis 14
The Fund 14
The Managing Members 14
Experience 14
Authority 14
Analysis of Critical Accounting Policies 14
Fund Books and Records 14
The Commodity Trading Advisor 15
Executive Compensation 15
The Advisory Contracts 15
Business Objective and Expenses 15
Explanatory Notes: 16
Securities Offered 17
Management's Discussion 17
Description of Intended Operations 17
Risk Control 17
Trading Risks 18
Fiduciary Responsibility and Remedies 18
Indemnification 18
Provisions of LLC Operating Agreement 18
Provisions of Law 19
Provisions of Federal and State Securities Laws 19
Provisions of the Securities Act of 1933 and NASAA Guidelines 19
Provisions of the Clearing Agreement 19
Other Indemnification Provisions 19
Relationship with the Futures Commission Merchant, the Introducing Broker And
The Managing member 19
Brokerage Commissions are Competitive 19
Relationship with the Commodity Trading Advisor 20
The Commodity Trading Advisor Will Trade for Other Accounts 20
Non-Disclosure of the Commodity Trading Advisor's Methods 20
Charges to the Fund 20
Compensation of the Managing Member 20
Compensation of the Introducing Broker 20
Compensation of the Commodity Trading Advisor 20
Restrictions on Management Fees 21
Compensation of Selling Agent 21
Compensation of Futures Commission Merchant 21
Miscellaneous Fees to Futures Commission Merchant 21
Rights of Managing Member 21
Other Expenses 22
Charges to the Fund 22
Potential Advantages 23
Equity Management 23
Investment Diversification 23
Limited Liability 23
Administrative Convenience 23
Access to the Commodity Trading Advisor 23
Use of Proceeds 23
Determination of the Offering Price 24
The Managing Member 24
Identification 24
The Individual Managing Member 25
No Ownership in Commodity Trading Advisor and Futures Commission Merchant
25
Ownership in the Fund 25
None of the managing member, trading advisor, affiliated introducing broker,
nor the futures commission merchant maintains any investment in the Fund.
25
Trading by the Managing Member 26
Limited Prior Performance of this Fund and Regulatory Notice 26
Trading Management 26
No Affiliation with Commodity Trading Advisor 26
Rights of the Managing Member With Respect To Commodity Trading Advisor
Selection and Allocation of Equity 26
Performance of Other Funds Managed by the Managing member 27
Performance Record of Bromwell Financial Fund, Limited Partnership 28
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Performance Record of Providence Select Fund, Limited Partnership 28
Performance Record of Atlas Futures Fund, Limited Fund 29
Performance Record of Strategic Opportunities Fund, LLC 29
The Commodity Trading Advisor 30
GT Capital CTA 30
Business Background 30
Legal Disclosure 30
Trading Program 31
Performance History 32
GT Capital CTA - GT Dynamic Trading Program 32
GT Capital CTA - GT Dynamic Day Trading Program 33
The Futures Commission Merchant 33
The Introducing Broker 34
Federal Income Tax Aspects 34
Scope of Tax Presentation 34
No Legal Opinion as To Certain Material Tax Aspects 35
Fund Tax Status 35
No IRS Ruling 36
Tax Opinion 36
Passive Loss and Unrelated Business Income Taxes Rules 36
Basis Loss Limitation 36
At-Risk Limitation 37
Income and Losses from Passive Activities 37
Allocation of Profits and Losses 37
Taxation of Futures and Forward Transactions 37
Section 988 Foreign Currency Transactions 38
Capital Gain and Loss Provisions 38
Business for Profit 38
Self-Employment Income and Tax 38
Alternative Minimum Tax 38
Interest Related To Tax Exempt Obligations 38
Not a Tax Shelter 39
Taxation of Foreign Members 39
Fund Entity-Audit Provisions-Penalties 39
Employee Benefit, Retirement Plans and IRA's 39
The LLC Operating Agreement 40
Formation of the Fund 40
Units of Membership interests 40
Management of Fund Affairs 40
General Prohibitions 40
Additional Offerings 41
Fund Accounting, Reports, and Distributions 41
Federal Tax Allocations 41
Transfer of membership interests Only With Consent of the Managing member
41
Termination of the Fund 41
Meetings 41
Redemptions 42
Plan for Sale of Membership Interests 42
No Sales to Discretionary Accounts 42
The Selling Agent 42
Depository Account & Offering Price 42
Underwriting Compensation 43
Subscription Procedure 43
Subscription Amounts 43
Revocation and Acceptance of Subscription 43
Investor Suitability 43
Investor Warranties 44
Compliance with Anti-Money Laundering Laws 44
Legal Matters 44
Litigation and Claims 44
Legal Opinion 45
Experts 45
Additional Information 45
Financial Statements
A. TriView Global Fund, LLC
Audited Financial Statements for the years ended
December 31, 2011, 2010 and 2009
B. TriView Capital Management, Inc.
Audited Financial Statements for the year ended
December 31, 2011, 2010 and 2009
iv
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Suitability Standards
You should only invest a limited amount of the risk portion of your total
portfolio and should not invest more than you can afford to lose.
To invest the minimum $25,000 in this Fund, you must have either:
* a net worth of at least $250,000, exclusive of home, furnishings and
automobiles, or
* an annual gross income of at least $70,000 and a net worth, similarly
calculated of at least $70,000.
Residents of the following States must meet the specific requirements set
forth below. Net worth, is in all cases, to be calculated exclusive of home,
furnishings and automobiles. You may not invest more than 10% of your net
worth, exclusive of home, furnishings and automobiles, in the Fund. No
entity, including ERISA plans, should invest more than 10% of its liquid net
worth (readily marketable securities) in the Fund.
1. California-Net worth of at least $250,000 or a net worth of at least
$70,000 and annual taxable income of at least $70,000.
2. Kansas-It is recommended by the Office of the Kansas Securities
Commissioner that Kansas investors not invest, in the aggregate, more than 10%
of their "liquid net worth" in this and similar direct participation programs.
For these purposes, "liquid net worth" is defined as that portion of net worth
which consists of cash, cash equivalents and readily marketable securities.
3. Nebraska-Net worth of at least $250,000 or a net worth of at least
$70,000 and annual taxable income of at least $70,000.
4. South Carolina-Net worth of at least $250,000 or a net income in the
preceding year some portion of which was subject to maximum federal and State
income tax.
5. Texas-Net worth of at least $250,000 or a net worth of at least $70,000
and annual taxable income of at least $70,000.
In the case of sales to fiduciary accounts, the net worth and income standards
may be met by the beneficiary, the fiduciary account, or, if the donor or
grantor is the fiduciary, by the donor or grantor who supplies the funds to
purchase the membership interests.
The foregoing suitability standards are regulatory minimums only. Merely
because you meet such requirements does not necessarily mean that a high risk,
speculative and illiquid investment such as one in the Fund is, in fact,
suitable for you.
v
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Summary of the Offering
This summary is to assist your understanding of the offer. To be certain you
have a full understanding of the risks of this investment, you must carefully
review the entire document, including the appendixes.
The Fund
The TriView Global Fund, LLC allows you to participate in alternative or non-
traditional investments, namely the U.S. and international futures markets and
options on futures markets. Specifically, the Fund trades in a portfolio that
includes financial futures and options thereupon, which are instruments
designed to hedge or speculate on changes in interest rates, currency exchange
rates or stock index values. It can also participate in agricultural
commodities, commodities in general, like metals and energy products, options
on futures, and the futures markets domestically and globally. The managing
member uses its discretion to employ advisors that look to manage risk and
volatility. The principal of the managing member has provided advisory
services for individual managed accounts for 32 years similar to the services
he is providing for the Fund, and he has developed and refined his approach to
evaluating professional advisors over that period.
TriView Global Fund, LLC is a Delaware limited liability company organized on
October 1, 2004 and maintains its main business office at 505 Brookfield
Drive, Dover, Delaware 19901, (800) 331-1532. Its books and records are kept
at the offices of the corporate managing member, 5914 N. 300 West, Fremont, IN
46737. The Fund is operated pursuant to a LLC Operating Agreement, which is
included as Appendix A, and is managed and controlled by TriView Capital
Management, Inc., a Delaware corporation, and Michael Pacult, the sole owner
and principal of TriView Capital, both of which are collectively referred to
as the managing member. The main business office and phone of the individual
and corporate managing members are 5914 N. 300 West, Fremont, IN 46737, (260)
833-1306.
The managing member employs independent professional trading managers called
commodity trading advisors to select trades for the Fund.
Description of Securities Offered for Sale
We are offering a maximum of $20,000,000 in units of membership interest at a
value per unit that was initially established by the managing member at
$1,000. The Fund had sold the minimum offering amount of $1,000,00 by July 7,
2011 and commenced business. Units are now offered at the month-end net asset
value per membership interest, which reflects trading profits and losses,
interest income, and expenses.
Plan For Sale of Membership interests
All sales will be made through broker dealers that will use their best
efforts, which means they will try, but not guarantee, to sell the membership
interests.
All subscriptions accepted by the managing member will be placed by the
selling agent in a depository account maintained at Star Financial Bank,
Angola, IN until the first business day of the month following the month in
which their subscription documents were accepted. Interest accrued on your
subscription amount will be used to buy additional membership interests for
you.
This offering will continue until the sale of the maximum of $20,000,000 or
August 10, 2013, three years from the initial effective date of this offering.
The managing member may terminate this offering at any time.
Subscription Procedure
To purchase membership interests, you must (i) complete and execute a
subscription agreement (Appendix D), and deliver your executed subscription
documents and check for your investment, which should be made payable to "Star
Financial Bank for the exclusive benefit of the customers of TriView Global
Fund, LLC,"(ii) make representations and warranties in the Subscription
Agreement related to your suitability to purchase the membership interests,
(iii) grant a Power of Attorney to the managing member to take all actions
necessary to admit you as a member to the Fund, and (iv) pay for at least
$25,000 in membership interests, though the managing member may reduce this
amount to not less than $5,000.
You must also have the minimum net worth and income provided in the State of
your residence, if it is listed, at the front of this prospectus or, one of
the following: (i) a minimum net worth, exclusive of your home, home
furnishings and automobiles, of $250,000, or (ii) a minimum annual gross
income of $70,000 and a minimum net worth of $70,000, both exclusive of your
home, home furnishings and automobiles.
These suitability standards are, in each case, regulatory minimums only, and
merely because you meet such standards do not mean that an investment in the
membership interests is suitable for you. You may not invest more than 10% of
your net worth, exclusive of home, furnishings and automobiles, in the Fund.
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Will You Benefit From An Investment In The Fund?
You may benefit from an investment in the Fund if you want to diversify your
portfolio from traditional stock, bond and real estate investments and if you
have money available that you can afford to lose without adverse consequences
to your ability to support your family and your lifestyle. The purchase of
Fund membership interests presents the opportunity to invest in futures
markets which are typically not represented in most investors' portfolios and
which, through long or short positions, offer the opportunity to profit from
rising or falling markets.
However, if you cannot afford the risk of losing your entire investment in
this Fund, you should not purchase these membership interests.
The Fund has the potential to help diversify traditional securities
portfolios. A diverse portfolio consisting of assets that perform in an
unrelated manner, or non-correlated assets, has the potential to increase
overall return and reduce the volatility (a primary measure of risk) of a
portfolio. As a risk transfer activity, trading in futures and options on
futures has no inherent correlation with any other investment. However, non-
correlation will not provide any diversification advantages unless the non-
correlated assets are outperforming other portfolio assets, and there is no
guarantee that the Fund will outperform other sectors of an investor's
portfolio or not produce losses. The Fund's profitability also depends on the
success of the trading techniques. If the Fund is unprofitable, then it will
not increase the return on an investor's portfolio or achieve its
diversification objectives.
Investors in the Fund get the advantage of limited liability in highly
leveraged trading.
Business Objectives
We are organized to be a commodity pool to engage in the speculative trading
of futures contracts, which are instruments designed to permit producers to
hedge or investors to speculate in various interest rates, commodities,
currencies, stock indices and other financial instruments. We also trade
options on futures contracts, which give the purchaser the right to acquire or
sell a given contract at a specified time at a specified price, and other
financial instruments.
We cannot guarantee that we will meet our objectives or avoid substantial
losses.
Summary Risk Factors
Investment in the membership interests is speculative, illiquid, and highly
risky. You should purchase membership interests only if you can afford to
lose your entire investment. For a complete description of the risks of an
investment in the Fund, see the Risk Factors section beginning on page 6.
Our business is the speculative trading in futures contracts, and options on
those contracts, selected by registered commodity trading advisors. This
trading is highly leveraged and takes place in very volatile markets. You
could lose all or a substantial amount of your investment in the Fund.
The Fund has no operating history. Therefore, you have no performance history
of this Fund to serve as the basis for evaluating an investment in the Fund.
However, the track record of the commodity trading advisor discloses the
trading program to be used for this Fund, which gives an indication of future
results. Past results are no guarantee of future results. The managing
member, without prior notice to you, may terminate or add trading advisors, or
change the amount of equity allocated to any or all advisors.
This Fund pays substantial management fees and commission costs. There is no
guarantee that you will receive a return on your investment. To return your
initial investment after the first year of operation, we must earn a profit
of 26.32%, or $247.42 per initial $1,000 membership interest based on the
current net asset value as of February, 2012, and 19.74%, or $185.52 should we
sell the maximum. Similarly, during the second twelve months of investment,
the Fund must generate 13.35% to return your investment should we sell the
maximum.
Transfer of your membership interests will be restricted and there are
limitations on your right of redemption to surrender your membership interests
in return for their value. No public market for the membership interests
exists and none is expected to develop.
This Fund will not make distributions. To receive a return on your
investment, you must use our redemption procedure. The redemption price will
be the net asset value of the membership interests you hold at the end of the
month in which you provide the managing member with no fewer than ten days
prior written notice of your request to redeem.
Although you will not receive distributions, you must pay Federal and State
income taxes on your share of the profits, if any, earned by this Fund for the
year in which they are earned.
2
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The managing member and affiliates have conflicts of interest with regard to
the management of this Fund. Specifically (i) the managing member's fees have
not been negotiated at arm's length and, therefore, may be higher than those
paid by other commodity pools that compete with this Fund, (ii) the individual
managing member is the sole principal of the corporate managing member and is
a 50% owner of the affiliated selling agent and introducing broker, and (iii)
the managing member, the commodity trading advisor and their principals may
preferentially trade for their own accounts or for others, which may be at the
derogation of pool participant interests.
Commodity trading is highly leveraged. A small change in the market price of
a contract can produce adverse consequences to the value of the Fund.
The managing member may at any time and at its sole discretion select and
allocate all or a portion of the Fund's assets to commodity trading advisors
other than GT Capital CTA, and investors in the Fund must rely on the ability
of the managing member to select such other advisors. The managing member has
no obligation initially to allocate the offering proceeds to any of the
trading advisors identified in this prospectus or to any particular program of
any such advisor.
The incentive nature of the compensation to be paid to the corporate managing
member and the commodity trading advisors may encourage riskier or more
speculative positions than would otherwise be assumed.
The Fund will not provide any benefit of diversification of your overall
portfolio unless it is profitable, and that may not occur.
3
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Charges to the Fund
The Fund's charges are substantial and must be offset by trading gains and
interest income in order to avoid depletion of the Fund's assets.
Entity / Nature of Service / Amount of Compensation
-------------------------------------
The managing members
(TriView Capital Management, Inc. and Mr. Michael Pacult)
Corporate managing member negotiates trading costs and assumes credit risk of
the Fund to the futures commission merchant
The Fund pays the corporate managing member fixed brokerage commissions of
2.5% of the 10% annual brokerage commissions, paid monthly, calculated on the
prior month-end net assets. [$625+]
-------------------------------------
The introducing broker
(Futures Investment Company)
Introduces the trades from the advisor to the futures commission merchant
The Fund pays the introducing broker fixed brokerage commissions of 7.5% of
the 10% annual brokerage commissions, paid monthly, calculated on the prior
month-end net assets. [$1,875+]
-------------------------------------
The futures commission merchant
(Vision Financial Markets LLC)
Accepts trades from the advisor, clears the trades; hold the Fund's trading
equity
From its 7.5% brokerage commissions, the introducing broker pays the futures
commission merchant per round turn commissions, approximately $7.00 to $12.00.
-------------------------------------
The commodity trading advisor
(GT Capital CTA)
Selects and enters trades for the Fund
1% annual management fee, paid monthly, of the equity assigned to it to trade.
[$250+]
20% quarterly incentive fee on new net profits it generates.
-------------------------------------
The selling agent
(Futures Investment Company)
Sells the Fund's units of membership interest
FIC, as selling agent, receives a 6% selling commission on new subscriptions,
and has also received $2,000 paid by the Fund for legal fees associated with
the review of the offering by FINRA.
-------------------------------------
Lawyers, Accountants and Others
(The Scott Law Firm, Ltd., Patke & Associates, Ltd., CPA and other
accountants)
Initial and continuing legal, audit and accounting work
Upon the commencement of business, the Fund began to reimburse the managing
member and its affiliates for all but $20,000 in incurred offering and
organizational expenses, the reimbursable amount of which was $267,664 and
will be amortized by the Fund over 60 months, or paid off sooner at the
managing member's discretion. [$334.58+]
Annual operating costs of approximately $40,000 based on the current net asset
value and $105,000 if the maximum is sold. [$131.25+]
-------------------------------------
+ Each $25,000 investment pays this amount per year for this particular
charge. When the charge is not based on a percentage, but rather a fixed
amount, we have computed that expense upon an assumed net asset value of
$20,000,000.
"Net assets" or "net asset value" means the total assets, including all cash
and cash equivalents (valued at cost plus accrued interest and earned
discount), less total liabilities, of the Fund (each determined on the basis
of generally accepted accounting principles, consistently applied under the
accrual method of accounting or as required by applicable laws, regulations
and rules including those of any authorized self regulatory organization).
Use of Proceeds
Upon the commencement of business, the Fund began to reimburse the managing
member and its affiliates for offering and organizational of $264,664.
Payment of such expenses will not exceed 15% of gross offering proceeds. Such
expenses will be amortized by the Fund over 60 months on a straight line
basis, or paid off sooner at the managing member's discretion. All expenses
incurred after the commencement of business on July 7, 2011 are paid by the
Fund as incurred. Any member in the Fund during this sixty month period will
be exposed to this per month charge on a pro rata basis. The managing member
will initially apply all of the Fund assets toward trading commodities and
cash reserves, including investments in U.S. Treasuries, cash management funds
that invest in only U.S. Treasuries, all held in the name of the Fund.
4
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Selection of Commodity Trading Advisors and Allocation of Equity
The managing member has selected GT Capital CTA to serve as commodity trading
advisor of the Fund. The trading advisor is responsible for making trades,
and neither the managing member nor you will have notice or the opportunity to
approve the trades made. All programs traded by the trading advisor are
disclosed in this prospectus; however, the trading advisor may develop new
programs with different criteria to trade Fund equity. The advisor is
expected to make short sales, with unlimited risk of loss, on behalf of the
Fund. The managing member, without prior notice to you, may terminate or add
trading advisors, or change the amount of equity allocated to any or all
advisors.
Federal Income Tax Aspects
In the opinion of The Scott Law Firm, Ltd., counsel to the managing member,
the Fund is classified as a Fund and will not be considered a publicly-traded
Fund taxable as a corporation for Federal income tax purposes. As such,
whether or not the Fund has distributed any cash to the members, each member
must report his or her allocable share of items of income, gain, loss and
deduction of the Fund and is individually liable for income tax on such share.
The Fund invests in futures and other commodity contracts, gain or loss on
which will, depending on the contracts traded, constitute a mixture of
ordinary income or loss, and/or capital gain or loss. Trading losses of the
Fund, which will generally constitute capital losses, may only be available to
offset a limited amount of interest income allocated to the members. Although
the Fund treats the brokerage fees and performance fees paid as ordinary
expenses, such expenses may be subject to restrictions on deductibility for
Federal income tax purposes or be treated as non-deductible, syndication costs
by the Internal Revenue Service.
Redemptions
You may request the managing member to accept the surrender of your membership
interests for cash through our redemption procedures. The managing member
will try to comply with all redemption requests, but may not be able to do so
because of insufficient liquid assets or reserve for contingent claims. The
Fund will only honor redemption requests to the extent there is available
cash, and the managing member has discretion to liquidate fund holdings to
honor redemption requests. Subject to the forgoing limitations, there will be
no limit on the percentage of membership interests you may redeem provided, in
the case of partial redemptions, you must maintain the minimum balance of
$5,000. Redemptions will be offered on both a first-come, first-serve and pro
rata basis with payment of the redemption request in the sole discretion of
the managing member. There will be no redemption fee, but there will be a
twelve month lock-in. See, The LLC Operating Agreement, Redemptions.
Security ownership of certain beneficial owners
The managing member does not maintain any interest in the Fund.
[The balance of this page has been intentionally left blank.]
5
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Diagram of Fund Structure & Commissions
TriView Global Fund, LLC
Please see the previous table under Charges to the Fund for a description of
the parties and expenses.
6
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The Risks You Face
Investment in the membership interests is speculative, illiquid, and highly
risky. You should purchase membership interests only if you can afford to
lose your entire investment. All of the following risks, except payment of
fixed expenses, are present without regard to the amount of membership
interests sold.
The corporate managing member of this Fund has limited experience.
The corporate managing member, has not previously operated a commodity pool or
engaged in any other business. THIS POOL HAS ONLY RECENTLY COMMENCED TRADING
AND HAS LIMITED PERFORMANCE HISTORY. However, the individual managing member
has been a commodity pool operator for approximately nine years and has 32
years experience explaining managed futures and selecting trading advisors for
investors.
We must pay substantial fees, charges and expenses regardless of profitability
which must be recovered before you can receive a return on your investment.
We must pay our fees, charges and expenses before you will realize a profit.
They are (i) fixed brokerage commissions of 10% annually, of which 2.5% are
paid to the corporate managing member and 7.5% to the affiliated introducing
broker (ii) an annual management fee, paid monthly, to the commodity trading
advisor of 1% of equity assigned to trade, (iii) yearly operating expenses
composed of accounting, audit and legal expenses, as well as variable
operating expenses such as telephone, postage, and office supplies, of
approximately $40,000 if the minimum is sold and $105,000 if the maximum is
sold and (iv) extra-ordinary expenses such as claims and defense of claims
from brokers, members, and other parties. A 6% selling commission on the
gross subscription proceeds will also be charged.
The incentive fee of 20% to the commodity trading advisor is accrued monthly
but paid on a quarterly basis. The Fund may increase the incentive fee paid
to the trading advisor to 27% provided there is no management fee.
Conversely, the Fund may charge a management fee to either the commodity
trading advisor or managing member to a total of 6% if the total incentive
fees are decreased to 15%. The Fund may be subject to substantial incentive
fees in the initial quarters of the annual operation of the Fund that will not
be refunded, even if we experience subsequent losses that produce a net loss
for that year. See Charges to the Fund.
You may not transfer your membership interests and must rely on our redemption
procedures to receive your investment back.
You can assign or transfer your membership interests with the consent of the
managing member, which will be granted only in limited circumstances. See
The LLC Operating Agreement, Transfer Of Units Only With Consent Of The
Managing member and the LLC Operating Agreement (Appendix A).
Therefore, you must rely on our redemption procedures to receive your initial
investment adjusted to reflect profits, payment of expenses, and losses. See
The LLC Operating Agreement, Redemptions.
Your right of redemption is limited.
Our redemption procedures provide (i) the redemption amount will be the net
asset value of the membership interests as calculated at the end of the month
in which the redemption request is received, (ii) you must submit your
redemption request in a form acceptable to the managing member no fewer than
ten days prior to the withdrawal date (iii) it must be approved by the
managing member, and (iv) it may not be granted if we do not have enough
liquid assets.
Subject to the foregoing limitations, the managing member intends to grant all
redemption requests received no fewer than ten days prior to the last business
day of the month and will use its best efforts to pay those requests within
twenty days after the last business day of the month in which the redemption
request was received. Intervening circumstances may prevent the redemption of
membership interests before they are significantly devalued. In such
circumstances, the managing member will use its best efforts to cause Fund
assets, including open trading positions, if any, to be converted into cash to
meet redemption requests and fulfill them as soon as is practicable. However,
if this cannot be done in a timely fashion due to illiquid markets, for
instance, those non-cash assets could be further devalued and reduce the
Fund's net asset value per unit, thus potentially having a negative effect on
the eventual redemption amount.
See The LLC Operating Agreement, Appendix A, Redemptions.
Further, substantial redemption requests could adversely affect us by the
liquidation of positions too rapidly or on unfavorable terms which prevent us
from satisfaction of all redemption requests, or the reduction of our
available trading equity at a time when we have an opportunity to earn
substantial profit.
7
<page>
The Fund depends upon the individual managing member, and his absence could
cause the Fund to cease operations.
You will be relying entirely on the ability of the managing member to select
and monitor the commodity trading advisor selected for the Fund. The
individual managing member is also the sole director and officer of the
corporate managing member. If he becomes unable to perform his duties, the
Fund could be required to cease operations and trading until a replacement for
him is found.
Managing member and commodity trading advisor will serve other businesses and
may not have adequate time to devote to the Fund.
The individual managing member currently manages two other public commodity
pools and one privately held pool and both managing members have reserved the
right and expect to manage additional pools in the future. Such other pools
may also use this pool's managing member to negotiate better terms for
clearing and other services. The commodity trading advisor currently manages
other commodity accounts and may manage new accounts, including personal
accounts and other commodity pools. Although the commodity trading advisor
intends to use similar trading methods for all accounts it manages pursuant to
a given program, it may vary those methods. Accordingly, there is no
guarantee that our trading results will be similar to or better than the
trading advisor's other accounts. Our business could be adversely affected by
the failure of either the individual managing member, who is also the sole
director of the corporate managing member, or the trading advisor to devote
sufficient time to the Fund affairs. See Risk Factors, Trading Management,
and The Commodity Trading Advisors.
There are conflicts of interest in the Fund structure that may limit our
profits.
Before investing in this Fund, you must consider the actual and potential
conflicts of interest that exist in our structure and operation.
Specifically, the individual managing member is also a principal of Futures
Investment Company, the selling agent and introducing broker. Therefore, the
individual managing member will probably not replace Futures Investment
Company in either of such capacities because it receives fixed brokerage
commissions as introducing broker and a selling commission as selling agent.
In addition, because the selling agent is affiliated with the managing member,
no independent due diligence of this offering will be conducted in regard to
interests it sells. The individual managing member, through its 50% ownership
in the introducing broker, retains a portion of the fixed brokerage
commissions and, therefore, is unlikely to resign. See Risk Factors,
Conflicts of Interest, and the LLC Operating Agreement (Appendix A).
You will be taxed on profits though you will not receive distributions.
We do not intend to make cash distributions from profits. Regardless of
whether distributions are made, if we realize profits for a fiscal year, you
must report that income on your tax returns.
You will have to pay taxes on profits in a current year which may be lost in
future years.
We might sustain losses that offset our profits after the end of the year. We
do not intend to make distributions, so you must receive a redemption pursuant
to our redemption procedures to receive a return of your investment. And,
losses after any year-end could require you to pay taxes on any prior year's
income from principal. See Federal Income Tax Aspects and The LLC Operating
Agreement (Appendix A).
If the managing member selects new trading advisors, they may not be as
profitable as those replaced and the new advisors will not be responsible for
recouping any previous losses.
We rely upon a commodity trading advisor to generate profits pursuant to an
Advisory Contract and Power of Attorney (Appendix F). A trading advisor may
terminate its relationship with the Fund at any time. If this happens, or if
the trading advisor becomes unable to serve us for any other reason, the
managing member would have to find one or more alternate trading advisors. We
cannot guarantee that any alternate trading advisors will trade as profitably
as the original trading advisor, or that they will be retained on terms that
are as favorable. Also, any new trading advisors will not be obligated to
recoup losses, if any, incurred by the prior trading advisor before they are
paid incentive fees on new net profits they generates.
The managing member may change the commodity trading advisor and its
allocation of equity to or among advisors without prior notice to you.
Without prior notice to you, the managing member may change the commodity
trading advisor and the amount of equity to trade at any time, for any reason.
Factors beyond a Trading Advisor's control may cause a Trading Advisor to
deviate from its trading program or strategy.
Economic, market and other conditions may cause a trading advisor to deviate
from its stated trading program or strategy. There can be no guarantee that
any trading advisor would alert the managing member to such a change.
You will not participate in management and may not contest the business
decisions of the managing member.
You may not manage or conduct our business in any way. If you did, you would
be deemed a managing member, which is not allowed by the LLC Operating
Agreement (Appendix A). Accordingly, you are bound by the business decisions
of the managing member.
8
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Commodity futures trading is speculative and highly risky.
Commodity futures and option contracts have a high risk of loss and are highly
volatile. Specifically (i) price movements are influenced by such
unpredictable variables as: changes in supply and demand; weather;
agricultural trade, fiscal, monetary and exchange control programs and
policies of governments; national and international political and economic
events; and, changes in interest rates, governments, exchanges, and other
market authorities that intervene to influence prices, (ii) even if the
analysis of the fundamental conditions by a commodity trading advisor is
correct, prices still may not react as predicted, (iii) analysis by the use of
a computer program to measure price, historical price averages, momentum and
other technical factors deemed important by the commodity trading advisor may
also fail to predict price direction, (iv) it is possible for most of our open
positions to be unprofitable at the same time (v) price changes may reach a
limit upon which trading rules require a suspension of trading for a specified
period of time. It is possible for these limits to be reached in the same
direction for successive days. This may prevent us from exiting a position,
and when the market reopens, we could suffer a substantial loss on the
position, (vi) losses are not limited to the margin allocated to hold the
position and may exceed the total equity in our account, for which, the
managing member is responsible, and (vii) short positions, which have
unlimited risk of loss, will be taken on our behalf by the trading advisor.
As a result of leverage, small changes in the price of the Fund's positions
may result in major losses.
A small amount of money relative to the value of the contract traded, called
margin, must be deposited to place and hold a trade. The margin amount is
typically between 5% and 15% of the value of the contract traded. However,
from time to time, the percentage of assets committed as margin may be
substantially more, or less, than such range. This permits a large percentage
gain or loss relative to the margin deposit. For example, if at the time of
purchase, 10% of the futures contract price is deposited as margin, a 10%
decrease in the position's value will cause a loss of all the equity allocated
to the trade, which could equal the entire value of the account. The losses
could be substantially more than the margin deposited and the total value of
the account. The trading advisor is solely responsible for its trades and
will not be limited in the amount of leverage it may employ. Also, the Fund
reserves the right to allow the trading advisor to trade notionally, which
means that the leverage employed would be greater than normal, which would
correspondingly put Fund assets at greater risk.
The Managing Member may employ leverage with the trading advisor, which may
increase volatility and negatively impact Fund performance
The Managing Member, at its sole discretion and without notice to you, may
cause the trading advisor to trade the Fund's assets allocated to it at a
higher or lower trading level normally utilized by the advisor employing the
trading program that will be traded on behalf of the Fund. The range of
leverage may be from 0.5 to 2.0. This means the Managing Member may request
the trading advisor to trade each $1,000,000 of Fund equity as though it were
only $500,000 (0.5 times, or half, leverage), or as though it were $2,000,000
(2 times leverage). At 0.5 leverage, the trading advisor will trade about
half the number of contracts for each trade that it would normally trade for a
given account size, and at 200%, the trading advisor will trade about twice
the number of contracts it would for a given account size. The Fund could
experience either greater or less volatility relative to accounts that invest
with the advisor at the normal (100%) trading level of the trading program,
depending on the amount of leverage utilized. Increased leverage will magnify
both profits and losses to the Fund while decreased leverage will diminish
both profits and losses to the Fund. No fees paid by the Fund to any party
will vary if leverage is increased or decreased.
The managing member does not control the trading advisor or its methods and
may not be able to prevent large losses.
The commodity trading advisor enters trades on our behalf directly with the
futures commission merchant. The managing member does not know the trades
before they are made, nor does it know the trading advisor's methods, the
number of contracts bought or sold, or the margin required. The trading
advisor will not notify the managing member of any modifications, additions or
deletions to its trading methods and money management principles. We may
suddenly suffer large losses before the managing member knows remedial action
must be taken.
Illiquid markets could make it impossible for the Fund's advisors to realize
profits or limit losses.
It is not always possible to execute a buy or sell order. Such lack of
liquidity can be caused by a lack of interest in the contract caused by market
conditions which produce no persons willing to buy or sell, or the suspension
of trading which may occur because the price limit for a contract has been
reached.
9
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Most United States commodity exchanges limit price movement in a single
direction by rules referred to as price limits. Once these limits have been
reached, no trades may be executed at prices beyond the limits for a specified
amount of time, usually until the next trading day. However, given sufficient
price movement the following day, price limits may be imposed again.
Accordingly, price limits may be in effect for protracted time periods. No
trading may be made in the direction of the price movement while the limit is
in place. The frequency of the imposition of price limits or the length of
time they will be in effect cannot be predicted. This causes a lack of
liquidity and exposure to substantial losses. These losses could exceed the
total equity in our account, for which the managing member is responsible.
Changes in trading equity may adversely affect Fund performance.
Commodity trading advisors often are unable to adjust to changes in the amount
of money they manage. This is because (i) the larger amount of equity under
management requires larger trades to be made, which may be more difficult to
execute (ii) there are legal limits called position limits upon the number of
positions that may be taken on a particular commodity, and (iii) it may be
more difficult to scale in positions, which is when a trading advisor takes
positions at different prices at different times and then allocates those
positions on a ratable basis when a change in its allocated equity occurs.
See Appendix I for the full definitions of position limits and scale in
positions.
The commodity trading advisor may not limit the total equity it accepts and
may suffer losses that cause a withdrawal of the equity it manages. A
commodity trading advisor's rate of return tends to decrease as the amount of
equity under management increases.
Denomination of Fund Assets in Foreign Currencies
The managing member may change the currency denomination in which the Fund
assets are held at the futures commission merchant or elsewhere (e.g., U.S.
Dollars, Euros, British Pound, Yen, etc.). They will be subject to currency
rate fluctuations, which may work to the benefit or detriment of fund assets.
Fund may engage in day trading.
The Fund may engage in day trading of futures contracts. Because margin
required by the futures commission merchant may be lower for day trades, the
trading advisor may use more leverage, which correspondingly may place Fund
assets at greater risk.
Failure of commodity broker or banks could result in loss of assets.
The Commodity Exchange Act requires a clearing broker, or futures commission
merchant, to segregate all funds received from such broker's customers in
respect of regulated futures transactions from such broker's proprietary
funds. If the Fund's futures commission merchant failed to segregate customer
funds to the full extent required by law, the assets of the Fund on account
with the futures commission merchant might not be fully protected in the event
of the bankruptcy or liquidation of the futures commission merchant, and the
investors in the Fund will be at risk for their pro rata share of
unrecoverable assets. In the event of the bankruptcy of the Fund's futures
commission merchant, it could be at risk for losing all of its assets on
deposit there. If any other entity with which our Fund assets are on deposit
becomes insolvent or bankrupt, we might only recover some, if any, of the
equity in our account.
When trading in foreign futures exchanges, if the creditworthiness of the
other parties or the foreign currency is not maintained, we may lose the
entire value of our positions in those markets.
Trading commodities involves entering a contract, or option to contract, for
the delivery of goods or money at a future date. The value of the contract or
option depends directly upon the creditworthiness of the parties and the value
of the item traded. The managing member has the authority to grant the right
to the commodity trading advisor to trade commodities on United States
commodity exchanges, foreign commodity exchanges, the inter-bank currency
markets, the physical commodity cash markets and any other markets the
managing member, in its sole judgment, deems appropriate. The commodity
exchange contracts and options traded on United States exchanges are
guaranteed by the members' credit. Contracts and options upon foreign
commodity exchanges and the inter-bank currency markets are usually not
regulated by specific laws and are backed only by the parties to the
contracts. It is possible for a price movement or a devaluation of a
particular foreign currency to be large enough to destroy the creditworthiness
or value of the contracts and options issued by a particular party or
government, or all of the contracts and options of an entire market. In
either of those situations, we could lose the entire value of a position with
little recourse to regain any of its value.
Option trading is highly risky and requires less equity to secure a trade,
thus providing greater potential for loss.
The trading advisor selected to trade for the Fund reserves the right to trade
options, both puts and calls. After a position is taken, a liquid market may
not exist for any particular commodity option or at any particular time. In
an illiquid market, we may not be able to buy or sell to offset, or liquidate,
the positions we have taken.
Option trading allows us to trade with less equity on deposit. Accordingly,
the risk of loss of the entire account is great in the case of selling option
premium because selling options exposes the Fund to unlimited risk of loss;
however the risk of loss to you is limited to the amount of your investment.
10
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Position limits may limit profitability and changes thereof can produce
dramatic price swings.
The Commodity Futures Trading Commission and the United States commodity
exchanges have established limits referred to as Speculative Position Limits
or Position Limits. These are different from the price limits described
before. They are limits on the maximum net long or net short futures or
options positions which any person or group of persons may own, hold, or
control in futures contracts. The positions taken among all commodity
accounts owned, controlled or managed by a trading advisor and its principals
are combined for position limit purposes. Thus, a trading advisor may not be
able to hold sufficient positions for us to maximize the return on a
particular trade because it may be taking similar positions for others. A
material change in the position limits of one or more futures markets could
cause a large liquidation of or large addition to positions in such markets,
which could cause dramatic price swings.
We may not be able to compete with others with greater resources which could
cause loss of Fund investment.
Commodity futures trading is highly competitive. We compete with others who
may have greater experience more extensive information about developments
affecting the futures markets, more sophisticated means of analyzing and
interpreting the futures markets, and greater financial resources.
Those with greater experience and financial resources have a better chance at
trading profitably. For instance, we will not maintain a warehouse to take
delivery of commodities and will not have a large capital base to allow us to
hold positions through bad times.
Resignation of the individual managing member may cause taxation as a
corporation.
Any managing member wishing to voluntarily withdraw from the Fund must give
120 days prior written notice to the members. When the sole managing member
of an entity taxed as a partnership is a corporation, the tax rules require
conditions to be met to allow the Fund to be taxed as a partnership and not as
a corporation. To be taxed as a partnership requires that two or more of the
following tests be met: decentralized management, unlimited liability, limited
transferability of shares, and limited continuation of existence.
Our tax status has not been confirmed by an IRS ruling. No such ruling has
been or will be requested on our behalf. If we are taxed as a corporation for
Federal income tax purposes in any taxable year(s), our income or loss would
not be passed through to you, we would be taxed at corporate rates, all or a
portion of any distributions made to you would be taxed to you as dividend
income, and the amount of such distributions would not be deductible by us in
computing our taxable income. See Federal Income Tax Aspects.
The offering of units has not been subject to independent review.
Purchasing membership interests does not create an Individual Retirement
Account, commonly called an IRA, and the creation and administration of an IRA
are solely your responsibility. The assets of a retirement account should be
carefully diversified and you should only allocate high risk capital to this
Fund. If you invest a significant portion of your retirement plan or IRA
assets in this Fund, you could be exposing that portion to significant loss.
The managing member will not advise you in any manner on an investment in this
Fund, including matters of diversification, prudence and liquidity.
Accordingly, you must rely upon the experience of qualified investment counsel
you select.
You will not have the protections provided by the Investment Company Act of
1940.
Stock investment companies and investment advisors must be registered under
the Investment Company Act of 1940, as amended. Because the business of the
Fund, the managing member and the commodity trading advisor involves only the
trade of commodities, none of them is required, nor does any of them intend,
to be registered under the Investment Company Act of 1940 or any similar State
law. Therefore, you are not protected by any such legislation.
Investment in this Fund may subject you to the inconvenience of an IRS audit.
If our return is audited, the IRS may make adjustments to our reported items.
If an audit results in an adjustment, you may be required to file amended
returns, may be subject to a separate IRS audit, and may be required to pay
back taxes, plus penalty and interest.
Managing member may settle IRS claim without your approval, whether or not it
is in your best interest.
The corporate managing member is named tax matters partner. This grants it
the power to settle any IRS claim on your behalf if you hold 1% or less
interest in this Fund and do not timely object to the tax matters partner's
authority, after notice. Such settlement may not necessarily be in your best
interest. See Federal Income Tax Aspects.
You may be subject to back taxes and penalties.
The Fund tax counsel has delivered an opinion to the managing member that this
Fund, as presently operated by the managing member, will be taxed as a
partnership and not as a corporation. This opinion does not include the tax
treatment of expenses to prepare the prospectus and selling expenses because
they have to be allocated between expenses attendant to formation and ordinary
business expenses by the managing member. In addition, commodity trading
11
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advisor fees are combined with employee business expenses and other expenses
of producing income. If the IRS were to challenge this treatment, there could
be negative tax repercussions for members. The managing member believes that
our intended operations will qualify as a trade or business.
The managing member may cause higher fees to be paid or riskier trading by
altering the management and incentive fees without prior notice to you.
The managing member has reserved the right to raise, without prior notice to
you, the total incentive fee between the trading advisor and the managing
member to a maximum of 27% provided the total management fees charged by the
commodity trading advisor and managing member are 0%. If this occurs, the
trading advisor may engage in riskier trades, with the encouragement of the
managing member, because their fees would be tied exclusively to the
performance of the trading program. Also, the managing member may raise the
total management fees to 6% provided the incentive fee is lowered to 15%. In
general, a lower management fee and higher incentive fee may result in higher
fees being paid during times of profit, whereas a higher management fee and
lower incentive fee would result in higher fees being paid in times of losses.
The managing member does not expect to make changes in the management and
incentive fees often, and will only make changes effective as of the first
business day of a subsequent month. The managing member will notify you of
any change in fees within seven business days.
Conflicts Of Interest
There are present and potential future conflicts of interest in our structure
and operation you should consider before you purchase membership interests.
The managing member will use this notice of conflicts as a defense against any
claim or other proceeding made against the managing member, the commodity
trading advisor, the futures commission merchant, the selling agent or any
principal or affiliate, agent or employee of any of them.
The managing member, the commodity trading advisor, the introducing broker,
the futures commission merchant, the selling agent and their principals may
preferentially trade for themselves and others, possibly to the derogation of
Fund investors.
Because the managing member, the commodity trading advisor, the introducing
broker, the futures commission merchant, the selling agent and their
principals and affiliates may trade for themselves and others, conflicts of
interest may exist or be created in the future. For example, if any of them
trade for their own account, you will not have access to their trading
records. They could take their positions prior to the entry of positions they
know will be placed for the Fund, which would be to the derogation of Fund
investors. However, they have stated they will not do so.
Possible retention of voting control by the managing member may limit your
ability to control issues.
The managing member, its principal and its affiliates may purchase an
unlimited amount of membership interests. These persons include the
individual managing member, who is also a principal of Futures Investment
Company, the selling agent. It is possible that they could purchase enough
membership interests to retain voting control. They could then vote,
individually or as a block, to create a conflict with your best interests.
Such voting control may limit the members' ability to achieve a majority vote
on such issues as amendment of the LLC Operating Agreement, change in our
basic investment policy, dissolution of this Fund, or the sale or distribution
of our assets. However, neither managing member may vote, directly or
indirectly, on the issue of their removal.
Fund fees may be higher than they would be if they were negotiated.
The fixed brokerage commissions to the managing member and the affiliated
introducing broker have not been negotiated at arm's length. The managing
member accepts the credit risk of the Fund to the futures commission merchant
and maintains the day to day contact with the selling agent and the commodity
trading advisors. It also reviews the daily positions and margin requirements
of the Fund.
The individual managing member is also the principal of the corporate managing
member and a principal and 50% owner of Futures Investment Company, the
selling agent and introducing broker. He has a conflict of interest because
he is compensated through the managing member, the introducing broker and the
selling agent. Specifically, the managing member is paid 2.5% annually in
fixed brokerage commissions by the Fund, the introducing broker retains
approximately half or less of its 7.5% annual brokerage commissions, and the
selling agent receives a 6% selling commission.
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Commodity trading advisor may engage in high risk trading to generate fees.
As a general rule, the greater the risk assumed, the greater the potential for
profit. Because the commodity trading advisor receives an incentive fee
calculated on our new net profits, it might select trades that are too risky
for us.
The individual managing member has sole control over the time he will allocate
to the management of the Fund.
The individual managing member is responsible for managing this Fund and two
other publicly traded Funds, and for performing other investor relations
services as a principal and associated person of Futures Investment Company.
The individual managing member has also reserved the right to trade for his
own account and to form and manage other commodity pools and ventures in the
future. He is solely responsible for the allocation of his time to the
management of this Fund as well as the other projects he currently manages and
will manage in the future. He manages his time, in part, by the delegation of
many of the tasks, such as trade selection and preparation of financial
reports and offering documentation, to independent commodity trading advisors,
accountants, and attorneys. He believes he presently has and will, in the
future, have sufficient time to devote to the affairs of the Fund.
No Resolution of Conflicts Procedures
The managing member has not and will not establish formal procedures to
resolve potential conflicts of interest. These future potential conflicts may
adversely affect both you and us. However, the individual managing member,
who is also principal of the corporate managing member, will use his 32 years
of reputable industry experience to resolve any future conflicts on an ad hoc
basis should they arise.
The previous risk factors and conflicts of interest are complete as of the
date of this prospectus, however, additional risks and conflicts may occur
which are not presently foreseen by the managing member. You may not construe
this prospectus as legal or tax advice. Before making an investment in this
Fund, you should read this entire prospectus, including the LLC Operating
Agreement (Appendix A) and the subscription agreement. You should also
consult with your personal legal, tax, and other professional advisors. See
Investor Suitability.
Interests of Named Experts and Counsel
The managing member has employed The Scott Law Firm, Ltd., New Jersey
corporation, to prepare this prospectus, provide tax advice and opine upon the
legality of issuing the membership interests. Neither the law firm, its
principal, any accountant, nor any other expert hired by the Fund to give
advice on the preparation of this offering document has been hired on a
contingent fee basis. Nor do any of them have any present or future
expectation of interest in the managing member, the selling agent, the
commodity trading advisor, the introducing broker or the futures commission
merchant.
Cautionary Note Regarding Forward-Looking Statements
This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act that
reflect the managing member's current expectations about the future results,
performance, prospects and opportunities of the Trust. All statements other
than statements of historical facts included in this prospectus may constitute
forward-looking statements. The managing member has tried to identify these
forward-looking statements by using words such as "may," "will," "expect,"
"anticipate," "believe," "intend," "should," "estimate," "foresee,"
"continue," "plan" or the negative of those terms or similar expressions.
These forward-looking statements are based on information currently available
to the managing member and are subject to a number of risks, uncertainties and
other factors, both known, such as those described in "Risk Factors" and
elsewhere in this prospectus, and unknown, that could cause the Trust's actual
results, performance, prospects or opportunities to differ materially from
those expressed in, or implied by, these forward-looking statements. Although
the managing member believes that the expectations and underlying assumptions
reflected in these forward-looking statements are reasonable, there can be no
assurance that these expectations or underlying assumptions ultimately will
prove to have been correct. Important factors that could cause actual results
to differ materially from projected or forecasted results or stated
expectations are disclosed in this prospectus, including under the heading
"Risk Factors."
You should not place undue reliance on any forward-looking statements. In
light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the managing member or any other person that
the objective and expectations of the Fund will be achieved. Except as
expressly required by the Federal securities laws, the managing member
undertakes no obligation to publicly update or revise any forward-looking
statements or the risks, uncertainties or other factors described in this
prospectus, as a result of new information, future events or changed
circumstances or for any other reason after the date of this prospectus.
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Management's Discussion and Analysis
The Fund
TriView Global Fund, LLC is a Delaware limited liability company organized on
October 1, 2004, and maintains its main business office at 505 Brookfield
Drive, Dover, DE 19901, (800) 331-1532. It is qualified to be a commodity
pool to engage in the speculative trading of futures, and options on futures
in various sectors, including currencies, interest rates, energy and
agriculture products, metals, and stock indices.
Our business objective is to let our invested capital appreciate while
controlling losses; however, there can be no assurance that we will meet this
objective.
The Fund is managed by its managing members and does not have officers or
employees, which is why there is no report of executive compensation in this
prospectus.
We operate pursuant to the terms of the LLC Operating Agreement attached as
Appendix A, which grants full management control to the managing member
including, the right to employ independent trading managers called commodity
trading advisors.
Except for the LLC Operating Agreement, the Fund may not enter any contract
with the managing member or commodity trading advisors that is greater than
one year in duration. However, all such contracts may provide for automatic
annual renewal and be terminable at anytime without penalty upon sixty days,
or less, written notice by the either party to the contract.
The Managing Members
The corporate managing member is TriView Capital Management, Inc., a Delaware
corporation incorporated on September 30, 2004. Its registration as a
commodity pool operator and commodity trading advisor with the Commodity
Futures Trading Commission, and its membership with the National Futures
Association were effective July 5, 2005. It maintains its main business
office at 5914 N. 300 West, P.O. Box 760, Fremont, IN 46737, (260) 833-1306.
The individual managing member is Michael Pacult, who was registered as a
commodity pool operator on July 28, 2003 and maintains his main business
office at 5914 N. 300 West, P.O. Box 760, Fremont, IN 46737, (260) 833-1306.
The individual and corporate managing members and the Fund will comply with
all applicable registration and other requirements under the Commodity
Exchange Act, as amended.
Experience
The corporate managing member has not previously operated a commodity pool or
engaged in any other business. The individual managing member's background
and experience can be found on page 25. The past performance of the other
pools the individual managing member manages can be found at pages 28 through
29.
Authority
The individual managing member is the sole shareholder, director, principal
and officer of the corporate managing member. Although the signature of either
the individual or corporate managing member may bind the Fund, the corporate
managing member is the sole decision maker for this Fund.
The managing member is authorized to take all actions necessary to manage the
affairs of the Fund. See Article II of the LLC Operating Agreement, attached
as Appendix A.
Analysis of Critical Accounting Policies
The Fund's critical accounting policies are set forth in the financial
statements in this prospectus prepared in accordance with U.S. generally
accepted accounting principles, which require the use of certain accounting
policies that affect the amounts reported in these financial statements,
including the following: The contracts the Fund trades are accounted for on a
trade-date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded as "change in unrealized
profit/loss" for open (unrealized) contracts, and recorded as "realized
profit/loss" when open positions are closed out; the sum of these amounts
constitutes the Fund's trading revenues. Earned interest income revenue, as
well as management fee, incentive fee, and brokerage fee expenses of the Fund
are recorded on an accrual basis. The managing member believes that all
relevant accounting assumptions and policies have been considered.
Fund Books and Records
Our books and records will be maintained for six years at the office of the
corporate managing member, 5914 N. 300 West, Fremont, IN 46737. You may
access our books and records related to the Fund and your account by visiting
the corporate managing member's office at a mutually convenient time and you
may have copies made at a reasonable charge per page. The corporate managing
member serves as tax partner for the Fund. The CPA firm of Patke &
Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069
conducts our annual audit and the annual audit of the corporate managing
member, and prepares our tax returns and sends the IRS Form K-1s to the
members.
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The Commodity Trading Advisor
To conduct trading on our behalf, the managing member has initially selected
an independent commodity trading advisor, GT Capital CTA. Without prior
notice to you, the managing member has sole discretion to employ additional
trading advisors, terminate any trading advisor, and change the amount of
equity any advisor may trade. However, the managing member will give you
notice of any change in trading advisors within seven days of such change.
Such notice will include a description of your right to redemption.
The Managing Member, at its sole discretion and without notice to you, may
cause the trading advisor to trade the Fund's assets allocated to it at a
higher or lower trading level normally utilized by the advisor employing the
trading program that will be traded on behalf of the Fund. Increased leverage
will increase volatility, while decreased leverage may limit performance. No
fees paid by the Fund to any party will vary if leverage is increased or
decreased.
No change in trading advisors will constitute a material change to the LLC
Operating Agreement or the structure of our operation. All trading advisors
employed to trade for the Fund will be registered with the Commodity Futures
Trading Commission and will have at least one principal with at least three
years of experience trading futures.
Executive Compensation
The corporate managing member, as an independent contractor, is paid fixed
brokerage commissions of 2.5% annually calculated on Fund net assets. As a
50% owner of Futures Investment Company, Mr. Pacult, the individual managing
member, will retain a portion of the 7.5% annual fixed brokerage commissions
paid to it as introducing broker by the Fund, and may also receive a portion
of the 6% selling commission paid to it as selling agent. The Advisory
Contracts
The authority granted to the trading advisor is expressed in the advisory
contract and power of attorney granted by the Fund to the trading advisor, and
the futures commission merchant. See Appendix F.
This agreement provides the trading advisor with a revocable power of
attorney, which gives it sole authority to determine the markets to be traded,
the location of those markets, the size of the position to be taken in each
market, and the timing of entry and exit in a market.
The advisory contract and power of attorney may be terminated, at any time,
upon notice by either the Fund or the trading advisor to the other and to the
futures commission merchant.
Business Objective and Expenses
Our objective is to achieve the potentially high rates of return that are
possible through the speculative trading of futures contracts and options on
futures contracts. We do not expect to engage in any other business.
The managing member organized this Fund to be a commodity pool, as that term
is defined in the Commodity Exchange Act. It employs independent commodity
trading advisors to trade for us.
The managing member intends to allocate substantially all of our net assets to
the selected trading advisor to conduct this trading. The trading advisor
typically allocates between 20% and 50% of the trading equity assigned to it
as a deposit, or margin, to secure the trading positions it selects. However,
from time to time, the percentage of assets committed as margin may be
substantially more, or less, than such range. The right to increase the
amount of equity utilized for margin is at the discretion of the commodity
trading advisor and under certain market conditions, this range could be
substantially higher.
Although we do not expect to make distributions, you will nevertheless be
required to pay yearly Federal, State and local taxes upon income, if any,
earned by this Fund.
There can be no assurance that we will achieve our business objectives, be
able to pay the substantial commissions, fees and other costs to do business,
or avoid substantial trading losses. See Charges to the Fund.
Below is a chart explaining the expenses we expect to incur during the first
twelve months of operation. All interest income is paid to the Fund. The
chart below assumes the value of each unit of membership interest will remain
constant at $1,000 per membership interest during the first twelve months.
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Expenses Per $1,000 of Membership Interest
For The Next Two 12-Month Period Of Operations
<table>
<s> <c> <c> <c>
First Year of Investment Second Year of Investment
Based Upon Current Based Upon Maximum Based Upon Maximum
Net Asset Value Offering Amount Offering Amount
Assumed Fund Net Asset Value (1) $1,954,842.44 $20,000,000.00 $20,000,000.00
Investment Amount (1) 1,000.00 1,000.00 1,000.00
Up Front Selling Commission (2) 60.00 60.00 0.00
Investment Amount After Selling Commission (3) 940.00 940.00 1,000.00
Operating Expenses (4) 19.23 4.94 5.25
Offering & Organizational Expenses (5) 25.74 2.52 2.68
Brokerage Commissions (6) 94.00 94.00 100.00
Trading Advisor's Management Fee (7) 9.40 9.40 10.00
Trading Advisor's Incentive Fee (8) 40.55 16.17 17.21
Interest Income (9) 1.50 1.50 1.60
Trading Income Required to Redeem one Unit at
Initial Value after twelve months (10) $247.42 $185.52 $133.53
Income as a % of Selling Price Per Unit after
twelve months 26.32% 19.74% 13.35%
</table>
* If the net asset value of the Fund substantially increases, the break even
percentage will be substantially reduced.
Explanatory Notes:
(1) For purposes of this presentation, we assume each twelve month period
begins with a hypothetical $1,000 investment. For the second column
calculation "Based Upon Current Net Asset Value", we use the Fund's February
29, 2012 value of $1,954,842.
(2) A one time up front 6% selling commission will be charged on gross
subscription proceeds. There is no selling commission in the second or any
subsequent year of investment.
(3) This is the amount of your investment after the selling commission is
deducted or, in the case of the second year of investment, the full beginning
investment amount of $1,000. The remaining fees and expenses are calculated
on this amount.
(4) The Fund will incur yearly operating expenses commencing after the
commencement of business of approximately $40,000, based on the current net
asset value, and $105,000 if the maximum is sold.
(5) Upon the commencement of business, the Fund began to reimburse the
managing member and its affiliates for offering and organizational expenses,
which total $267,644. Such expenses will be amortized by the Fund over 60
months and reimbursement cannot exceed 15% of the gross offering proceeds.
(6) The Fund pays brokerage commissions of 10% annually, with 2.5% to the
managing member and 7.5% to the affiliated introducing broker. From its 7.5%,
the introducing broker must pay the round turn commissions to the futures
commission merchant. Earned commissions may be withdrawn during the month.
(7) The commodity trading advisor is paid an annual management fee of 1%, paid
monthly, of the trading equity allocated to it, calculated as of the close of
business of the last trading day during the previous month.
(8) The trading advisor receives a 20% quarterly incentive fee on new net
profits, but must recoup the management fee it is paid as well as brokerage
commissions paid to the futures commission merchant for trades it entered
before it can be paid an incentive fee. It is assumed for purposes of this
calculation that half of the introducing broker's 7.5% brokerage commissions
paid by the Fund will be paid to the futures commission merchant.
(9) For purposes of this calculation, we have assumed that Fund equity will
earn interest through the investment in short term T-Bills on deposit for use
as margin to secure trades with the futures commission merchant at the current
cash market interest assumption rate of 0.16% annually. All interest income
will be paid to the Fund.
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(10) This computation assumes there will be no claims or other extra-ordinary
expenses.
The break-even numbers in the above table are our best estimates only.
Securities Offered
We are offering a minimum of $1,000,000 and a maximum of $20,000,000 in units
of membership interest at a value per unit that was initially established by
the managing member at $1,000. The Fund had sold the minimum offering amount
and commenced business on July 7, 2011. Units are now offered at the month-
end net asset value per membership interest, which reflects trading profits
and losses, interest income, and expenses. See Determination Of The Offering
Price.
You, the Investor, will have pro rata rights to profit and losses which will
vary with your investment amount and the right to vote on Fund matters such as
the replacement of the managing member. See The LLC Operating Agreement
attached as Appendix A. You will not be responsible for our debts in excess
of your investment amount, unless (i) we become insolvent and you receive
distributions which represent a return on your investment, in which, under
certain circumstances, you would have to return to us to pay our debts, (ii)
you acquire any interest in the corporate managing member, or (iii) you manage
this Fund.
See Plan For Sale of Membership interests and Subscription Requirements.
Your subscription agreement and check (i) must be approved by the managing
member before you will become a member and will be either rejected within five
business days of receipt or accepted on the close of business on the last day
of the month in which your subscription was received, (ii) becomes irrevocable
and may not be withdrawn after five business days after submission; unless, a
longer statutory withdrawal period applies to you, and (iii) will be deposited
and held in a segregated depository account until you are admitted into the
Fund.
The managing member is authorized, in its sole discretion, to terminate this
or any future offering of membership interests.
Management's Discussion
This is the initial offering of our membership interests. We may conduct
future offerings after the close of this offering, raise money only through
offerings, such as this one, and do not intend to borrow any money. We must
pay expenses to qualify and sell our membership interests, such as fees for
the preparation of this prospectus, sales literature, and web site promotion,
as well as other expenses. We allocate substantially all our net assets to
trading and other investments, except those assets used to pay operating
expenses and reserves for redemptions and contingencies. All our business is
conducted through the managing member.
Description of Intended Operations
The managing member has selected Vision Financial Markets LLC as the
unaffiliated futures commission merchant and has selected Futures Investment
Company to serve as an introducing broker. The managing member has deposited
subscription proceeds to the Funds' accounts, including the accounts at the
futures commission merchant to hold as security for the trades selected by the
commodity trading advisor. The Managing Member may put Fund equity not used
for margin in accounts not maintained by or accessible by the futures
commission merchant. This includes U.S. Treasuries held at the U.S. Treasury
and investments in cash management funds that invest in only U.S. Treasuries,
all held in the name of the Fund. The futures commission merchant has been
directed to send the managing member, before the open of business each day, a
computer or fax report that describes the positions held, the margin
allocated, and the profit or loss on the positions from the date the positions
were taken
Risk Control
The managing member reviews the daily transmissions provided by the futures
commission merchant and makes appropriate adjustments to the allocation of
trading equity. Based upon the amount of available trading equity, the
trading advisor has sole discretion to make specific trades, determine the
number of positions taken, and decide the timing of entry and departure from
each trade made. In managing the Fund's business and affairs, the managing
member may contract with, and rely upon, information, research and advice
provided by third parties.
The managing member uses its best efforts to monitor the daily value of the
Fund, which it provisionally calculates from the daily information provided by
the futures commission merchant, and will make such information available to
members upon request. However, the accountant calculates the Fund's net asset
value per investor unit after the close of business on the last day of each
month. If the net asset value per unit 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 you with immediate notice of the
reduction in net unit value, and give you the opportunity, for 15 days after
the date of such notice, to redeem your membership interests according to the
provisions of the LLC Operating Agreement. No trading shall commence until
after the lapse of such fifteen-day period. See Appendix A attached.
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Trading Risks
Most United States commodity exchanges limit daily fluctuations in commodity
futures contracts prices by regulations referred to as daily price fluctuation
limits or daily limits. 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 the daily limit
for several consecutive days with little or no trading.
Such an occurrence could prevent us from promptly liquidating unfavorable
positions and subject us to substantial losses. These losses could exceed the
margin initially required to make the trade. In addition, even if commodity
futures prices have not moved the daily limit, we may not be able to execute
futures trades at favorable prices. This may be caused by light trading in
such contracts or by a sudden and substantial price move in a futures
contract. These limitations on liquidity are inherent in our proposed
commodity futures trading operations. Otherwise, our assets are expected to
be highly liquid.
Except for payment of offering and other expenses, the managing member is
unaware of any anticipated known demands, commitments or required capital
expenditures, material trends, favorable or unfavorable, which will affect our
capital resources, or trends or uncertainties that will have a material effect
on operations.
Each United States commodity exchange, with the approval of the Commodity
Futures Trading Commission and the futures commission merchant, establishes
minimum margin requirements for each traded contract. The futures commission
merchant will require the margin assigned to each account to be on deposit
before a trade will be accepted. The futures commission merchant may increase
the margin requirements above these minimums for any or all contracts for its
customers. Because we generally use a small percentage of assets for margin,
we do not believe that any increase in margin requirements will materially
affect our proposed operations. However, it is possible for an increase in
margin applicable to the trades the advisor selects for us to force us to
liquidate positions because we cannot meet the additional margin requirements.
Management cannot predict whether the value of our membership interests will
increase or decrease. Inflation is not projected to be a significant factor
in our operations, except to the extent inflation influences futures prices.
Fiduciary Responsibility and Remedies
You have legal rights under Delaware law and applicable Federal and State
securities laws. In all dealings affecting this Fund, the managing member has
a fiduciary responsibility to you and all other members to exercise good faith
and fairness. No contract shall permit the managing member to contract away
its fiduciary obligation under common law. The LLC Operating Agreement
conforms to the LLC Act for the State of Delaware in regard to the definition
of the fiduciary duties of the managing member.
If the managing member acts in good faith and exercises its best judgment, it
will not be liable merely because we lost money or otherwise did not meet our
business objectives. There are substantial and inherent conflicts of interest
in the Fund's structure which are disclosed in the prospectus. The managing
member intends to raise the disclosures made in this prospectus and the
representations you make in the subscription agreement as a defense in any
proceeding brought which seeks relief based on the existence of such conflicts
of interest. See Conflicts of Interest.
In the event that you form the belief that the managing member has violated
its fiduciary duty, you may seek relief individually or on behalf of the Fund
under applicable laws, including the laws of Delaware and the Federal
commodity laws, to recover damages from or require an accounting by the
managing member. You also have the right, subject to applicable contractual,
procedural and jurisdictional requirements, to bring Fund class actions in
Federal court to enforce your rights and the rights of the other members under
the Federal and State securities laws and the rules and regulations under
those laws. Losses suffered by you as a result of a breach of the securities
laws related to sale of your investment to you may be recovered from the
managing member should the breach of those laws been caused by the managing
member. The responsibility of a managing member to you and other members is a
changing area of the law. If you have questions concerning the
responsibilities of the managing member, you should consult your legal
counsel. The performance of the managing member for the operation of the Fund
and its fiduciary duty are governed by the LLC Operating Agreement attached as
Appendix A.
Indemnification
Provisions of LLC Operating Agreement
The LLC Operating Agreement protects the managing member from being
responsible or accountable for any act or omission, for which you, other
members or the Fund itself may claim it is liable, provided that the managing
member determined such act or omission was within the scope of its authority
and in the best interest of this Fund, and such action or failure to act does
not constitute misconduct or a breach of the Federal or State securities laws
related to the sale of membership interests.
18
<page>
Specifically, if the managing member has acted within the scope of its
authority and is being assessed a demand, claim or lawsuit by a member or
other entity, the Fund will defend, indemnify and hold the managing member
harmless from and against any loss, liability, damage, cost or expense,
including attorneys' and accountants' fees and expenses incurred in defense of
any demands, claims or lawsuits which were actually and reasonably incurred
and arising from any act, omission, activity or conduct undertaken by or on
behalf of the Fund.
Provisions of Law
According to applicable law, indemnification of the managing member is payable
only if the managing member determined, in good faith, that the act, omission
or conduct that gave rise to the claim for indemnification was in the best
interest of the Fund and the act, omission or activity that was the basis for
such loss, liability, damage, cost or expense was not the result of negligence
or misconduct by the managing member, and such indemnification or agreement to
hold harmless is recoverable only out of the assets of the Fund and not from
the members, individually.
Provisions of Federal and State Securities Laws
This offering is made pursuant to Federal and State securities laws. If any
indemnification of the managing member arises out of an alleged violation of
such laws, it is subject to the following legal conditions.
Those conditions require that no indemnification may be made in respect of any
losses, liabilities or expenses arising from or out of an alleged violation of
Federal or State securities laws unless there has been a successful
adjudication on the merits of each count involving alleged securities law
violations as to the managing member or other particular indemnitee, or such
claim has been dismissed with prejudice on the merits by a court of competent
jurisdiction as to the managing member or other particular indemnitee, or a
court of competent jurisdiction approves a settlement of the claims against
the managing member or other agent of the Fund and finds that indemnification
of the settlement and related costs should be made, provided, before seeking
such approval, the managing member or other indemnitee must apprise the court
of the position held by regulatory agencies against such indemnification.
These agencies are the Securities and Exchange Commission and the securities
administrator of the State or States in which the plaintiffs claim they were
offered or sold membership interests.
Provisions of the Securities Act of 1933 and NASAA Guidelines
The Securities and Exchange Commission and the various State administrators
believe that indemnification for liabilities arising under the Securities Act
of 1933 are unenforceable because such indemnification is against public
policy as expressed in the Securities Act of 1933 and the North American
Securities Administrators Association, Inc. commodity pool guidelines.
Provisions of the Clearing Agreement
We clear trades through an unaffiliated futures commission merchant, Vision
Financial Markets LLC. According to the clearing agreements that govern
trades entered, we must indemnify it for any reasonable outside and in-house
attorney's fees incurred by it arising from any failure to perform our duties
under the clearing agreement.
Other Indemnification Provisions
The managing member has indemnified the selling agent, Futures Investment
Company that there are no misstatements or omissions of material facts in this
prospectus.
Relationship with the Futures Commission Merchant, the Introducing Broker And
The Managing member
The corporate managing member supervises the relationship with the futures
commission merchant and introducing broker, including the negotiation of the
round turn commission rates incurred through trading via the commodity trading
advisor, and review of the daily reports.
The managing member has engaged Vision Financial Markets LLC to act as the
futures commission merchant to open and close the trades selected by the
trading advisor for the Fund accounts. It has engaged Futures Investment
Company to introduce the trades to the futures commission merchant.
Brokerage Commissions are Competitive
The fixed brokerage commissions that we pay to clear our trades are less than
the presumptive fair and reasonable limit provided by the guidelines of the
North American Securities Administrators Association. The managing member has
the right to select any substitute or additional selling agents, introducing
brokers or futures commission merchant at any time, for any reason. However,
the managing member is unlikely to dismiss the current selling agent and
introducing broker because of its affiliation with the individual managing
member.
Either managing member or any other commodity pool operated by them may obtain
commission rates to clear trades that are more favorable to their accounts
than the brokerage commissions the managing member charges us.
19
<page>
Relationship with the Commodity Trading Advisor
The Commodity Trading Advisor Will Trade for Other Accounts
The commodity trading advisor trades for its own accounts and for others on a
discretionary basis. It may use trading methods, policies and strategies for
others that differ from those used for us. Consequently, such accounts may
have different trading results from ours.
Because the trading advisor trades for itself and others, it is possible for
it to take positions ahead of or opposite to the positions taken for us. This
would present a potential conflict of interest. See Appendix I for Taking
Positions Ahead of the Fund.
Pursuant to Commodity Futures Trading Commission Regulation 421.03, the
trading advisor will use the average price system for those futures and
options contracts where its use is authorized, when trades taken on behalf of
both the Fund and the trading advisor's other accounts are identical, and when
the prices of such trades are different. See Appendix I for the definition of
Average Price System.
The commodity trading advisor has also informed the managing member that when
the average price system is not available, trades will be filled in order
based on the numerical account numbers, with the lowest price allocated to the
lowest account number and in numerical matching sequence, thereafter.
Non-Disclosure of the Commodity Trading Advisor's Methods
We have provided a general description of the commodity trading advisor's
methods and strategies under The Commodity Trading Advisor, Description of
Trading Program. However, the specific details of its trading methods are
proprietary and complex in nature and will not be disclosed to us or you. No
notice will be given to you of any changes the trading advisor may make in its
trading methods. See Risk Factors, No Notice of Trades or Trading Method.
Charges to the Fund
As an investor in this Fund, you will pay your pro rata share of the cost of
our formation and operation. These charges are described in narrative form
and in the chart that follows this narrative. In this prospectus, we have
disclosed all compensation, fees, profits and other benefits, including
reimbursement of out-of-pocket expenses, which the managing member and its
affiliates will earn in connection with this offering. Some of these charges
were not negotiated at arm's length, but rather were determined by the
managing member.
Compensation of the Managing Member
The Fund pays TriView Capital fixed annual brokerage commissions of 2.5%, paid
monthly (1/12 of 2.5%), calculated on the Fund's prior month-end net assets.
See Charges to the Fund, Restrictions on Management Fees.
Compensation of the Introducing Broker
The Fund pays the introducing broker fixed annual brokerage commissions of
7.5%, paid monthly (1/12 of 7.5%), calculated on the Fund's prior month-end
net assets. From this it must pay the futures commission merchant the cost of
the trades made by the trading advisor. The introducing broker retains the
difference between the fixed brokerage commissions paid to it and the clearing
costs and fees paid to the futures commission merchant.
Compensation of the Commodity Trading Advisor
The commodity trading advisor will be allocated equity to trade from funds
that will be deposited in accounts with the futures commission merchant,
investments in U.S. Treasuries held at the U.S. Treasury, and investments in
cash management funds that invest only in U.S. Treasuries, all held only in
the name of the Fund. Each month, the Fund will pay a management fee to the
trading advisor equal to 1/12% of these assets, calculated upon the close of
business on the last trading day of the previous month. The managing member
has reserved the right to change this fee at its sole discretion. See Charges
to the Fund, Restrictions on Management Fees.
The Fund pays the commodity trading advisor an incentive fees equal to 20% of
the new net profit it generates. If the Fund has multiple trading advisors,
new net profit will be calculated independently for each, and it would be
possible for one advisor to earn an incentive fee while the Fund as a whole
lost money because of the poor trading performance of another advisor. An
incentive fee paid to the advisor does not need to be recouped in future
months prior to another incentive fee being paid, should it be earned.
New net profit:
* is calculated to determine how much a trading advisor has increased our
net assets through trading alone
* is based upon the net value of the equity assigned to the trading
advisor to trade
* is calculated after the payment of futures commission merchant brokerage
fees to the futures commission merchant and the management fee to the trading
advisor
* is calculated monthly but paid quarterly
20
<page>
* only occurs when any trading losses in previous quarters have been
offset by new profits regardless of whether:
* the managing member has changed the trading advisor's compensation, or
* the Fund and trading advisor have entered a new contract
* is adjusted to eliminate the effects of:
* any new subscriptions for membership interests
* redemptions by members
* any interest income paid to the Fund, and
* any other income earned on our assets that are not related to trading
activity, regardless of whether such assets are held separately or in a margin
account.
For example, if losses in previous quarters totaled $500,000, and in the
subsequent quarter the Fund (i) earned $2,000,000 through trading profits,
(ii) earned $300,000 in total interest, (iii) added $1,000,000 in capital
contributions from members, and (iv) paid $500,000 in redemptions; then, only
the $2,000,000 in trading profits would be used to calculate new net profits
and would be offset by the previous loss of $500,000. In this case, new net
profit would be $1,500,000. Any incentive fee paid to the trading advisor
will not count against the new net profit calculation in the following period.
The following hypothetical table illustrates the quarterly incentive fee that
would be earned by the trading advisor based on the new net income, as
calculated above.
Qtr Net Income CTA (20%)
1 $ 1,000 $ 200
2 (200) 0
3 1,000 160
4 500 100
Restrictions on Management Fees
It is possible that some of the States in which we wish to sell membership
interests will require that we apply the North American Securities
Administrators Association Guidelines for commodity pools. These guidelines
provide that (i) the total management fees, including those of the managing
member and the commodity trading advisors, may not exceed 6% of our net
assets, and (ii) incentive fees based upon profits earned may not exceed 15%
of new net profits.
As permitted by the guidelines, without prior notice to you, the managing
member has reserved the right to raise the current total incentive fee to a
maximum of 27%, provided the total management fees are correspondingly lowered
to 0%. The managing member does not expect to make such a change often, and
will only make the change effective as of the first business day of a
subsequent month. The managing member will notify you of any change in fees
within seven business days. This prospectus discloses the maximum management
and incentive fees payable by the Fund; however, the managing member intends
to charge actual fees in such a manner that are permitted by the guidelines by
either lowering the management fee or the incentive fee. If the management
fees and incentive fees were charged in a manner not in accordance with these
guidelines, we could not offer or sell this Fund's interests to residents of
States that apply these guidelines to this offering.
Compensation of Selling Agent
The selling agent will be paid an up front selling commission of 6% of the
gross subscription proceeds, which it may waive at its sole discretion.
Compensation of Futures Commission Merchant
From the brokerage commissions paid to it by the managing member, the
introducing broker pays the futures commission merchant all clearing costs,
including the pit brokerage fees, National Futures Association fees, and
exchange fees. The introducing broker is responsible for all payments to the
futures commission merchant and retains the difference between the brokerage
commissions paid to it by the managing member and the payments it makes to the
futures commission merchant.
Miscellaneous Fees to Futures Commission Merchant
We will reimburse the futures commission merchant for all delivery, insurance,
storage or other charges incidental to trading and paid to third parties. The
managing member has instructed the trading advisor to avoid these charges and,
therefore, no significant charges of this nature are anticipated.
Rights of Managing Member
Without prior notification to you, the managing member has reserved the right
to (i) increase or lower the managing member's management fee, (ii) increase
or lower the incentive fee or trading advisor's management fee, (iii) increase
or lower the fixed brokerage commission charges, including charging different
commissions for different traders, if any (iv) add, change or remove a futures
commission merchants, (v) add, change or remove a commodity trading advisor,
(vi) add, change or remove an introducing broker, (vii) have the Fund pay a
round turn brokerage commission as opposed to a fixed brokerage commission, at
any time, with or without a change in circumstances; provided, however, such
brokerage commissions are presumed reasonable if they do not exceed 80% of the
published retail rate of the futures commission merchant plus pit brokerage
fees, or 14% annually, including pit brokerage fees, of the average net assets
related to trading activity.
21
<page>
Other Expenses
We must pay legal and accounting fees, as well as other expenses and claims.
For each year of normal operations, based on the minimum, the Fund must pay
yearly operating costs of approximately $40,000 if the minimum of $1,000,000
is sold or $105,000 if the maximum of $20,000,000 is sold, which includes
customary and routine administrative expenses, and other direct expenses.
Upon the commencement of business, the Fund began to reimburse the managing
member and its affiliates for all but $20,000 in offering and organizational
expenses incurred up to that time, The total reimbursable amount is $267,664
and reimbursement cannot exceed 15% of the gross offering proceeds. Such
expenses will be amortized by the Fund over 60 months on a straight line
basis, or paid off sooner at the managing member's discretion. Any member in
the Fund during this sixty month period, or less, will be exposed to this per
month charge on a pro rata basis. The managing member will initially apply
all of the Fund assets toward trading commodities and cash reserves, including
investments in U.S. Treasuries, and in cash management funds that invest in
only U.S. Treasuries, all held in the name of the Fund.
Since the commencement of business, additional offering expenses are paid by
the Fund or reimbursed to the managing member as incurred. Such expenses
include the cost to prepare and file periodic amendments and restatements of
the registration statement, prospectus, and all financial statements contained
therein. Also reimbursable are web site promotion used in connection with the
solicitation and sale of membership interests, together with audit fees,
delivery charges, statement preparation and mailing costs, telephone toll
charges, and postage.
Charges to the Fund
The following table includes all charges to the Fund.
Entity / Form of Compensation / Amount of Compensation
-------------------------------------
Managing member
(TriView Capital Management, Inc. and Michael Pacult)
Management Fee
The Fund pays TriView Capital fixed brokerage commissions of 2.5% of the 10%
annual brokerage commissions, paid monthly, calculated on the prior month end-
net assets. [$625+]
-------------------------------------
Introducing Broker
(Futures Investment Company)
Brokerage commissions
The Fund pays the introducing broker fixed brokerage commissions of 7.5% of
the 10% annual brokerage commissions, paid monthly, calculated on the prior
month-end net assets. [$1,875+]
-------------------------------------
Futures Commission Merchant
(Vision Financial Markets LLC)
Round-turn commissions From its 7.5% brokerage commissions, the introducing
broker pays the futures commission merchant per round turn commissions,
approximately $7.00 to $12.00.
Reimbursement of delivery, insurance, storage and any other charges incidental
to trading and paid to third parties Reimbursement by the Fund of actual
payments to third parties in connection with Fund trading
-------------------------------------
Commodity Trading Advisor
(GT Capital CTA)
Fixed Management Fee
1% annual management fee, paid monthly, of the trading equity assigned to it
to trade. [$250+]
Incentive Fee
20% quarterly incentive fee on new net profits it generates.
-------------------------------------
22
<page>
The selling agent
(Futures Investment Company)
Selling Commission and Legal fees associated with FINRA review
FIC, as selling agent, receives a 6% selling commission on new subscriptions,
and has also received $2,000 paid by the Fund for legal fees associated with
the review of the offering by FINRA.
-------------------------------------
Lawyers, Accountants and Others
(The Scott Law Firm, Ltd., Patke & Associates, Ltd., CPA and other
accountants)
Legal, accounting, audit and other actual expenses necessary to the operation
of the Fund, and all claims and other extraordinary expenses of the Fund.
Claims and other costs cannot be estimated and will be paid or reserved as
incurred. Upon the commencement of business, the Fund began to reimburse the
managing member and its affiliates for all but $20,000 in incurred offering
and organizational expenses, the reimbursable amount of which was $267,664 and
will be amortized by the Fund over 60 months, or paid off sooner at the
managing member's discretion. [$334.58+]
Annual operating costs of approximately $40,000 if the minimum is sold and
$105,000 if the maximum is sold. [$131.25+]
-------------------------------------
+ Each $25,000 investment pays this amount per year for this particular
charge. When the charge is not based on a percentage, but rather a fixed
amount, we have computed that expense upon an assumed net asset value of
$20,000,000.
Potential Advantages
Commodity trading is speculative and involves a high degree of risk. See Risk
Factors. However, your investment in this Fund will offer the following
potential advantages:
Equity Management
We offer the opportunity for you to place equity with registered commodity
trading advisors who have demonstrated an ability to trade profitably in the
judgment of the managing member, and have that equity allocated to the trading
advisors in a manner that is intended by the managing member to optimize
future profit potential.
The individual managing member has over thirty years of experience in
selecting commodity trading advisors to manage individual investor accounts
and describing to investors how managed futures accounts work.
We expect this experience to benefit us in the quality of trading advisors
selected and in the explanation to prospective investors of our operation and
the attendant risks of investment.
Investment Diversification
If you are not prepared to spend substantial time trading various commodity
contracts or options, you may participate in these markets through a $25,000
investment in the Fund, thereby obtaining diversification from other
investments you may have in stocks, bonds and real estate.
Limited Liability
In the opinion of our legal counsel, The Scott Law Firm, Ltd., you will not be
subject to margin calls and cannot lose more than your original investment
amount plus, in the event of bankruptcy, distributed profits made within 90
days, provided the Fund's structure is maintained by the managing member, and
no member participates in any phase of our management other than to vote as a
member pursuant to the terms of the LLC Operating Agreement. See the LLC
Operating Agreement (Appendix A).
Administrative Convenience
We are structured to provide you with services that alleviate the
administrative details involved in trading commodities contracts directly,
including providing monthly and annual financial reports showing, among other
things, the value of each unit of membership interest, trading profits or
losses, and expenses. We also prepare a Form K-1 to assist in your tax
reporting relating to your investment in this Fund.
Access to the Commodity Trading Advisor
An investment in the Fund provides access to the commodity trading advisor
selected by the managing member and the portfolio diversification provided by
that trading advisor for a smaller minimum investment amount, $25,000, than
would be required to open an account directly with the trading advisor.
Use of Proceeds
Upon the commencement of business, the Fund began to reimburse the managing
member and its affiliates for offering and organizational expenses estimated
to be $267,664. Payment of such expenses will not exceed 15% of gross
offering proceeds. Such expenses will be amortized by the Fund over 60 months
on a straight line basis, or paid off sooner at the managing member's
discretion. All expenses incurred after the commencement of business on
July 7, 2011 are paid by the Fund as incurred. Any member in the Fund during
this sixty month period will be exposed to this per month charge on a pro rata
basis.
23
<page>
The managing member will initially apply all of the Fund assets toward trading
futures and toward cash reserves. The management fees and brokerage
commissions identified under Charges to the Fund are paid monthly by the Fund.
Incentive fees are paid by the Fund at the end of each quarter.
The managing member has sole authority to determine the percentage of our
assets that will be held on deposit with the futures commission merchant, used
for other investments, and held in bank accounts to pay current obligations
and as reserves.
The Fund retains the right to invest in US Treasury securities in a Treasury
Direct Account maintained with the United States Department of the Treasury.
It also retains the right to invest in cash management funds that invest in
U.S. Treasuries and have high liquidity. Specifically, the Fund may invest in
the Wells Fargo 100% Treasury Money Market Fund managed by Wells Fargo
Advisors Funds Management, LLC, One North Jefferson Avenue, St. Louis, MO
63103. Funds maintained with the US Department of Treasury and any cash
management funds are held in the name of the Fund and not commingled with
those of any other entity.
As of February 29, 2012, the Fund maintained approximately 61% of its net
assets in segregation with the futures commission merchant for trading by the
trading advisor, 23% at Wells Fargo and approximately 4% in a bank account to
pay expenses and redemptions. The managing member has sole discretion to
change the allocation of Fund assets at any time.
We use only cash and cash equivalents, such as United States Treasury Bills,
to satisfy margin requirements. Approximately 20% to 50% of our assets
normally will be committed as margin for commodity futures contracts.
However, from time to time, the percentage of assets committed as margin may
be substantially more, or less, than such range. All interest income is used
for the Fund's benefit. To estimate interest income earned upon our deposits,
the managing member has assumed that we will receive 0.16% interest on 90% of
our deposits.
The futures commission merchant, government agency or commodity exchange could
increase margins applicable to us to hold trading positions at any time. And,
margin is merely a security deposit and has no bearing on the profit or loss
potential for any positions taken.
Determination of the Offering Price
The managing member had established the amount of units to be offered at
twenty million dollars ($20,000,000) with the amount that must be sold to
raise the minimum and commence business at one million dollars ($1,000,000),
and set the value of each unit of membership interest for sale at one thousand
dollars ($l,000). Previously, the minimum offering amount had been
established at $2,000,000. Investors that were sold pursuant to the
prospectus that contained the prior minimum offering amount were granted the
opportunity to reaffirm their investment under the current minimum. These
amounts were established at the discretion of the managing member based upon
its knowledge of industry standards.
Since the Fund sold the minimum and commenced business on July 7, 2011,
membership interests are offered at their net unit value, or the price per
unit equal to our net assets, after payment and accrual for all expenses and
reserves, divided by the number of outstanding units of membership interests.
This amount is calculated after the close of business on the last business day
of the month in which the managing member accepts a duly executed subscription
agreement and payment from a future member. Such future member will be
admitted as a member on the open of business on the first day of business of
the following month.
The Managing Member
Identification
Two managing members, TriView Capital Management, Inc. and Mr. Michael Pacult,
manage us. See Management's Discussion and Analysis of Financial Condition,
The Managing Members.
The purpose of a corporate managing member is to provide continuous Fund
operations in the unlikely event that the individual managing member is unable
to perform. The corporate managing member receives the management fee to
preserve the fee structure of the Fund independent of an individual. If the
individual managing member were unable to also serve as the president of the
corporate managing member, its corporate duties as managing member would
continue to operate pursuant to its by-laws. The presence of an individual
managing member satisfies the net worth requirement of a managing member under
the North American Securities Administrators Association guidelines applicable
to a sponsor of a commodity pool.
Financial statements for the corporate managing member for the period ended
December 31, 2011 are included in this prospectus. As of December 31, 2011,
the individual managing member's net worth is 3.5 million dollars and consists
primarily of real estate that is not readily marketable. However, it is
sufficient to maintain compliance with the North American Securities
Administrators Association guidelines for commodity pools. This will allow
the membership interests to be sold in States that apply those guidelines.
24
<page>
For so long as the Fund is registered to sell its securities or is seeking to
become registered to sell its securities in a state that requires the managing
member to maintain a minimum net worth, and for so long as there remains a
member from such state that has not redeemed all its membership interests, a
managing member will meet the sponsor net worth requirements of the North
American Securities Administrators Association guidelines for commodity pools.
Also, see Experts.
You will not acquire or otherwise have any interest in the corporate managing
member, or any entity other than TriView Global, by purchasing the membership
interests offered by this prospectus.
The Individual Managing Member
Mr. Pacult, age 67, is the individual managing member and the sole
shareholder, director, principal, and officer of the corporate managing
member.
Mr. Pacult grew up in Detroit, MI and went to high school at Howe Military
School in Howe, IN. In 1969 he received a B.A. Degree from the University of
California, Berkeley, where he majored in English and Zoology. Prior to
moving to Chicago in 1980 to become involved in the futures industry, he was a
part owner and Senior Vice President of a California real estate development
company.
In 1983, Mr. Pacult and his spouse, as 50% owners, established Futures
Investment Company, an Illinois corporation, to sell futures investments
managed by independent commodity trading advisors to retail clients. From
inception to present, he has been a principal, director and president of
Futures Investment Company. It serves as the introducing broker and selling
agent of membership interests, and has been a registered introducing broker
since February 3, 1987.
In addition to the membership interests offered pursuant to this prospectus,
Futures Investment Company offers for sale, on a best efforts basis,
securities of other issuers and engages in other broker-dealer activities.
Mr. Pacult's affiliations with other commodity pools and commodity pool
operators are under Performance of Other Funds Managed by the Managing Member
on page 27. His duties with respect to those entities are to make all of the
decisions and supervise all of the actions they take.
Mr. Pacult's business background for the past five years is as follows:
<table>
<s> <c> <c> <c> <c> <c>
Employed Registered Registered As
As Principal Associated Person Employer Name & Address Position Held and Type of Business
From To
1983 Present 02/3/87 2/3/87 Futures Investment Company, 5914 N. President, Director and 50% Owner of Broker-
300 West, Fremont, IN 46737 Dealer/Introducing Broker
9/03 Present 09/10/03 1/07/04 A Ashley Capital Management, Inc., President, Director and Owner of Commodity
5914 N. 300 West, Fremont, IN 46737 Pool Operator*
8/03 Present 08/21/03 8/21/03 Belmont Capital Management, Inc., President, Director and Owner of Commodity
5914 N. 300 West, Fremont, IN 46737 Pool Operator
04/03 6/10 05/14/03 to 5/14/03 to 6/27/10 White Oak Financial Services, Inc., President, Director and Owner of Commodity
6/27/10 5914 N. 300 West, Fremont, IN 46737 Pool Operator*
10/04 Present 06/10/05 7/5/05 TriView Capital Management, Inc., President, Director and Owner of Commodity
5914 N. 300 West, Fremont, IN 46737 Pool Operator*
05/05 Present 05/16/05 6/1/05 Evergreen Capital Management, Inc., President, Director and Owner of Commodity
5914 N. 300 West, Fremont, IN 46737 Pool Operator
05/99 Present N/A N/A Tree King, Inc., 5914 N. 300 West, President of Landscaping Business
Fremont, IN 46737
</table>
* Ashley and TriView were also registered commodity trading advisors; however,
they did not conduct any business in this capacity and have withdrawn their
registrations as such as of August 4, 2011. White Oak was also a registered
commodity trading advisor; however it did not conduct any business in this
capacity.
No Ownership in Commodity Trading Advisor and Futures Commission Merchant
Neither the individual managing member, nor any of his affiliates, has any
ownership in the commodity trading advisor or the futures commission merchant.
Ownership in the Fund
None of the managing member, trading advisor, affiliated introducing broker,
nor the futures commission merchant maintains any investment in the Fund.
25
<page>
Trading by the Managing Member
Either managing member may, from time to time, trade commodity interests for
its own account. The results and other records of any such trading activities
will not be made available to you. Neither managing member will knowingly
take positions ahead of identical positions taken by the Fund.
Limited Prior Performance of this Fund and Regulatory Notice
THIS POOL HAS ONLY RECENTLY COMMENCED TRADING AND HAS LIMITED PERFORMANCE
HISTORY. However, the individual managing member has extensive experience in
the futures industry and presently serves as the sole director and officer of
the corporate managing member and as the individual managing member of two
other publicly traded commodity pools.
The regulations of the Commodity Futures Trading Commission and the National
Futures Association prohibit any representation by a person registered with
the Commodity Futures Trading Commission or by any member of the National
Futures Association, respectively, that such registration or membership in any
respect indicates that the Commodity Futures Trading Commission or the
National Futures Association, as the case may be, has approved or endorsed
such person or such person's trading programs or objectives. The
registrations and memberships described in this prospectus must not be
considered as constituting any such approval or endorsement. Likewise, no
commodity or securities exchange, nor the Securities and Exchange Commission,
nor any other regulatory agency has given or will give any such approval or
endorsement.
Trading Management
No Affiliation with Commodity Trading Advisor
The trading advisor is not affiliated with either managing member. In its
capacity as commodity pool operator, the managing member may consult with the
trading advisor with regard to money management and trading strategy issues,
but the managing member will not serve as a trading advisor or select any
other trading advisors to trade that are affiliated with either managing
member. See The Commodity Trading Advisor for a summary of the trading
advisor's performance information.
Rights of the Managing Member With Respect To Commodity Trading Advisor
Selection and Allocation of Equity
The managing member believes that a trading advisor should be retained on a
medium to long-term basis and should be allowed to implement fully its trading
strategy. However, the managing member may, in its sole discretion and
without notice to you, terminate any current or future trading advisor, select
additional trading advisors, or change the allocation of equity to any trading
advisor.
The managing member periodically reviews our performance to determine if a
current trading advisor should be changed or if others should be added. In
doing so, the managing member may use computer generated correlation analysis
or other types of automated review procedures to evaluate trading advisors.
If a trading advisor is replaced, the new trading advisor will receive
incentive fees independent of the previous trading advisor's performance.
As the managing member may receive an incentive fee and may engage more than
one trading advisor, the following may possibly occur (i) we may pay an
incentive fee to one trading advisor which is trading profitably while the
other trading advisor produces losses which cause us to be unprofitable
overall, (ii) the managing member may receive an incentive fee because the
Fund is profitable overall, though one or more trading advisors are trading at
a loss, or (iii) as the trading advisors trade independently, they may compete
for similar positions or take positions opposite each other, which may limit
our profitability.
26
<page>
Performance Record of the Fund
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
TriView Global Fund, LLC
Percentage Rate of Return
(Computed on a compounded monthly basis)*
Month 2012 2011
January (1.78)
February (3.48)
March
April
May
June
July (0.72)
August (4.98)
September 0.47
October (0.42)
November (1.30)
December (1.01)
Total (5.20) (7.79)
Name of Pool: TriView Global Fund, LLC
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of Commodity Trading Advisor: GT Capital CTA
Principal Protected: No
Date of Inception of trading: July, 2011
Aggregate Gross Capital Subscriptions: $2,420,211
Net Asset Value of the pool: $1,954,842 on total units outstanding: 2,236.23
Net Asset Value Per Unit: $874.17
Largest Monthly Draw-Down**: 8-11 / 4.98%
Worst Peak-to-Valley Draw-Down***: 7-11 to 2-12 / 12.6%
* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net asset
value.
Performance of Other Funds Managed by the Managing member
Within the last ten years, the individual managing member of the Fund, Michael
Pacult, has managed four other commodity pools, one of which, Strategic
Opportunities Fund, LLC, is privately offered and commenced business in July,
2005. Mr. Pacult is the sole principal of the corporate managing member of
Strategic, Evergreen Capital Management, Inc. The other three pools are
publicly offered: Atlas Futures Fund, LP, Bromwell Financial Fund, LP and
Providence Select Fund, LP. All three have commenced trading, however,
Bromwell is not currently in operation and Providence closed as of January,
2010 because it was not profitable. The Fund's corporate managing member has
not managed any other commodity pools. As of August, 2003, Mr. Pacult became
an individual general partner and sole principal of the corporate general
partner of both Atlas and Bromwell, but is no longer an individual general
partner of Bromwell. Mr. Pacult was the individual general partner and
principal of the corporate general partner of Providence from inception to
close. As of February 29, 2012, the total amount of money raised for Atlas,
Providence and Bromwell was $20,792,693 and the total number of investors in
the funds was 105. In November, 2003, the two trading advisors for Bromwell
were replaced because they were unprofitable. As of January 12, 2005, the new
trading advisor, Fall River Capital, LLC had not been profitable and the
general partner of Bromwell suspended the offering and trading, and caused
substantially all of the partners to redeem their accounts in Bromwell.
Bromwell is currently undergoing reorganization with new terms and a new
commodity trading advisor. Atlas has been profitable since inception and its
offering is ongoing.
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Performance Record of Bromwell Financial Fund, Limited Partnership
The individual managing member of the Fund serves as the principal of a
corporate general partner, Belmont Capital Management, Inc., which manages
another commodity pool called Bromwell Financial Fund, Limited Partnership.
Bromwell was declared effective by the Securities and Exchange Commission on
March 16, 2000 and commenced business on July 11, 2000.
Bromwell is undergoing reorganization, including the restructuring of its
offering terms and engagement of a new trading advisor.
There is no capsule performance shown for Bromwell Financial Fund, LP because
it was not operational during the past five years.
You will receive no interest in Bromwell Financial Fund or any other entity
except TriView Global by your purchase of membership interests in TriView
Global Fund, LLC offered by this prospectus.
Performance Record of Providence Select Fund, Limited Partnership
The individual managing member of the Fund served as the principal of a
corporate general partner, White Oak Financial Services, Inc., which managed
another commodity pool called Providence Select Fund, Limited Partnership.
Providence was declared effective by the Securities and Exchange Commission on
September 12, 2005 and commenced business on March 2, 2007.
Providence paid various expenses in relation its operation including (i) a
monthly brokerage commission of 7/12%, or 7% annually, to the corporate
general partner, (ii) a quarterly incentive fee to the trading advisor of 25%
on new net profits it generates, and (iii) a monthly continuing service fee of
1/3% to the selling agent.
The following capsule shows the past performance of Providence for the period
from inception of trading on March 2, 2007 through termination of business as
of January 31, 2010. From inception to June 3, 2008, NuWave Investment Corp.
was the sole trading advisor to the Fund. Since then, Clarke Capital
Management traded its Alpha program on behalf of the Fund.
You will receive no interest in Providence or any other entity except TriView
Global by your purchase of membership interests in TriView Global Fund, LLC
offered by this prospectus.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Providence Select Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2010 2007
(Jan) 2009 2008 (Mar-Dec)
(14.76) (34.73) (9.71) (9.70)
Name of Pool: Providence Select Fund, LP
How Offered: Closed as of January 31, 2010
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Principal Protected: No
Date of Inception of trading: March 2, 2007
Aggregate Gross Capital Subscriptions: $4,053,883
Largest Monthly Draw-Down**: 8-07 / 15.62%
Worst Peak-to-Valley Draw-Down***: 7-07 to 1-10 / 55.86%
* Rate of Return
is computed by dividing net performance by beginning net asset value for the
period. For those months when additions or withdrawals exceed ten percent of
beginning net assets, the Time-Weighting of Additions and Withdrawals method
is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net asset
value.
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Performance Record of Atlas Futures Fund, Limited Fund
The individual managing member of the Fund serves as an individual general
partner and as the principal of a corporate general partner, Ashley Capital
Management, Inc., both of which manage another commodity pool called Atlas
Futures Fund, Limited Partnership. Atlas Futures Fund, LP was declared
effective by the Securities and Exchange Commission on September 3, 1999. It
commenced trading on October 15, 1999. Clarke Capital Management, Inc. is
currently the sole trading advisor for Atlas Futures Fund, Limited
Partnership.
Atlas Futures Fund pays various expenses in relation its operation including a
quarterly incentive fee of 25% to Clarke on its new net profits; and, a
monthly brokerage commission of 11/12%, or 11% annually, to its corporate
general partner and introducing broker.
The following capsule shows the past performance of Atlas Futures Fund, LP for
years 2006 through February 29, 2012.
You will receive no interest in Atlas Futures Fund or any other entity except
TriView Global by your purchase of membership interests in TriView Global
Fund, LLC offered by this prospectus.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Atlas Futures Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2012
(Jan-Feb) 2011 2010 2009 2008 2007
4.96 (23.88) 3.61 (24.46) 29.46 19.65
Name of Pool: Atlas Futures Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of Commodity Trading Advisor: Clarke Capital Management, Inc.
Principal Protected: No
Date of Inception of trading: October, 1999
Aggregate Gross Capital Subscriptions: $14,213,748
Net Asset Value of the pool: $4,906,018 on total units outstanding: 1,451.70
Net Asset Value Per Unit: $3,379.50
Largest Monthly Draw-Down**: 10-11 / 14.64%
Worst Peak-to-Valley Draw-Down***: 7-08 to 10-11 / 44.05%
* Rate of Return
is computed by dividing net performance by beginning net asset value for the
period. For those months when additions or withdrawals exceed ten percent of
beginning net assets, the Time-Weighting of Additions and Withdrawals method
is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net asset
value.
Performance Record of Strategic Opportunities Fund, LLC
The individual managing member of the Fund serves as the principal of the
corporate managing member, Evergreen Capital Management, Inc., which manages
another privately offered commodity pool called Strategic Opportunities Fund,
LLC. It commenced trading in November, 2005, with Clarke Capital Management,
Inc. as the sole trading advisor through January, 2010. Subsequently, the
trading advisor for the Fund, GT Capital CTA, has been engaged as trading
advisor for Strategic as well.
The following capsule shows the past performance of Strategic for the years
2006 through February 29, 2012.
You will receive no interest in Strategic Opportunities Fund or any other
entity except TriView Global by your purchase of membership interests in
TriView Global Fund, LLC offered by this prospectus.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Strategic Opportunities Fund, LLC
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2012 2011***** 2010**** 2009 2008 2007
(2.93) 11.70 (16.14) (23.87) 24.92 20.85
Name of Pool: Strategic Opportunities Fund, LLC
How Offered: Privately offered pursuant to Rule 506 of Regulation D
Name of Commodity Trading Advisor****: GT Capital CTA
Principal Protected: No
Date of Inception of trading: November, 2005
Aggregate Gross Capital Subscriptions: $9,837,062
Net Asset Value of the pool:***** $1,991,146
Largest Monthly Draw-Down**: 4-11 / 15.14%
Worst Peak-to-Valley Draw-Down***: 7-08 to 2-11/46.16%
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* Rate of Return is computed by dividing net performance by beginning net
asset value for the period. For those months when additions or withdrawals
exceed ten percent of beginning net assets, the Time-Weighting of Additions
and Withdrawals method is used to compute rates of return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage
decline in month-end net asset value due to losses sustained by a pool,
account or trading program during any period in which the initial month-end
net asset value is not equaled or exceeded by a subsequent month-end net asset
value.
**** Clarke Capital Management was trading advisor through January 31, 2010,
after which, GT Capital CTA has traded on behalf of Strategic.
***** As a result of the liquidation of the pool's prior futures commission
merchant, MF Global Inc., that commenced October 31, 2011, pool assets on
deposit with that futures commission merchant in the months of November, 2011
through February, 2012 were not fully under the control of the pool and,
therefore, are excluded from the monthly performance calculation and statement
of Net Asset Value. The amount of assets that are excluded for November is
$1,661,078, and the amount of assets that are excluded for December, 2011
through February, 2012 is $568,500. The pool suspended unit accounting as of
October, 2011; however, this does not affect that rate of return calculation
above.
The Commodity Trading Advisor
GT Capital CTA
GT Capital CTA is a corporation organized on March 23, 2007 under the laws of
the State of California and initially formed as a business consulting and
administrative services firm under the name GT Consulting, Inc. GT Capital
CTA is the name under which GT Consulting, Inc. is transacting business. GT
Capital has been registered with the Commodity Futures Trading Commission as a
commodity trading advisor since May 12, 2009, and has been a member of the
National Futures Association since that date. The main business address of
the advisor is 196 North Carmelina, Los Angeles, California 90049; telephone
(310) 472-0206; facsimile (310) 388-0104. The sole Principal of GT Capital is
Guerman Teitelbaoum. The performance for GT Capital may be found beginning on
page 32.
Business Background
Guerman Teitelbaoum is the sole principal and President of GT Capital CTA. He
is responsible for all aspects of the firm's operation, including market
research, trading, operation and management. He holds a degree in Industrial
Economics & Electronics from the Russian Aerospace University. From July 1998
through September 1999, Mr. Teitelbaoum was the chief executive officer of the
International Entrepreneurial Institute, a business consulting and management
firm, where he was involved in the development of industrial and aviation
projects, storage facilities and marketing. In October 1999, he became the
Chief Financial Officer, Secretary and Director of PowerSource Corporation, a
company active in the deregulation of electricity in California and providing
consumers more options in choosing electricity providers. After leaving
PowerSource Corporation in April 2001, Mr. Teitelbaoum joined Dighton Group,
an investment management company, in May 2001 where he remains employed as a
risk manager, trading system developer and back office manager. On August 14,
2008, he became registered as an associated person and was approved as
Principal of Dighton Capital USA, a registered commodity trading advisor and
commodity pool operator. On July 6, 2009, he withdrew his associated person
registration and Principal listing with Dighton Capital USA, and was approved
as a Principal of Dighton Capital CTA Limited, a registered commodity trading
advisor, on July 8, 2009.
Mr. Teitelbaoum became registered as an associated person of GT Capital on May
12, 2009. He was approved as a Principal of GT Capital on May 8, 2009.
Legal Disclosure
Other than as described below, neither GT Capital nor Mr. Teitelbaoum has been
involved in any material administrative, civil or criminal action, within the
five years preceding the date of this disclosure document, or at any time in
the past.
On August 24, 2009, a lawsuit was filed against Mr. Teitelbaoum and two other
parties. The complaint alleges that Mr. Teitelbaoum and the other defendants
failed to properly compensate the plaintiff for marketing services. Mr.
Teitelbaoum vehemently denies all allegations of wrongdoing and plans to
vigorously defend the lawsuit.
Please note that this dispute does not involve any allegations of wrongdoing
relating to trading or customers.
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Trading Program
Introduction
The trading advisor seeks capital appreciation of Clients' accounts through
speculative trading in commodity futures and options on commodity futures.
There is no representation being made that the trading programs offered by the
trading advisor will be successful in achieving this goal. The trading advisor
offers two trading programs and will trade the GT Dynamic Trading Program for
the Fund.
The trading program utilized by GT Capital is proprietary and confidential.
The descriptions below are therefore general by necessity and are not intended
to be exhaustive.
Description of the Trading Programs
Types of Transactions
The trading advisor's objective for the GT Dynamic Trading Program is to
achieve appreciation of the Fund's assets through speculative trading in
futures contracts and options on futures contracts. There is no representation
being made that the trading programs offered by the trading advisor will be
successful in achieving this goal.
For the GT Dynamic Trading Program, the trading advisor intends to focus on
trading the E-Mini S&P 500 futures contracts and options contracts, and may
engage in day trading. However, the trading advisor reserves the right to
trade any liquid futures or options contracts which, in its sole discretion,
the trading advisor determines represents an attractive trading opportunity.
In General
Money managers generally rely on either fundamental or technical analysis, or
a combination thereof, in making trading decisions and attempting to identify
price trends in a commodity interest. "Fundamental analysis" is the
consideration of factors external to the market of a particular instrument.
For example, weather and political events which affect the supply and demand
of that particular instrument, in order to predict future prices of that
instrument. As an example, some of the fundamental factors that affect the
supply of commodities (e.g., agricultural products such as corn and soybeans)
include the acreage planted, weather during the growing season, harvesting and
distribution of the commodity and the previous year's crop carryover. The
demand for such commodities is determined in part by domestic consumption and
exports and is a product of many factors, including general world economic
conditions, exports and the cost of competing products which might be
substituted as alternate sources of food or fiber.
Technical analysis is not based on the anticipated supply and demand of the
"cash" or "physical" (i.e., actual) commodity; instead, technical analysis is
based on the theory that a study of the markets themselves (in particular, of
trends of prices established by the markets for various instruments during
selected historical periods) provides a means of anticipating prices.
Technical analysis of the markets often includes a study of the actual daily,
weekly and monthly price fluctuations, as well as volume variations and
changes in open interest, utilizing charts and/or computers for analysis of
these items and other technical market data.
Both general methodologies have been employed with success by traders and
investors in the past, however, neither trading method can be assured of
success in a particular interval of time.
The GT Dynamic Trading Program
The GT Dynamic Trading Program is the program that will be traded for the Fund
and employs a proprietary trading technique developed by GT Capital's
Principal in which fundamental factors, such as market psychology, and
technical indicators are combined in an attempt to forecast market direction.
The trading advisor looks to enter markets which appear to be overbought or
oversold and exploit these conditions by taking the appropriate side in the
market. In determining which direction of the market to trade, the trading
advisor uses technical indicators such as Elliot Wave counts, Fibonacci
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retracements, moving averages, and stochastics to determine appropriate entry
and exit levels. For instance, if a market appears to be in a bearish trend,
the trading advisor waits until all of the program's indicators show the
market as being oversold and that a trend reversal is likely to occur before
placing an order to go long in the market. In assessing the number of
contracts to trade, the trading advisor examines the volatility and volume of
the market in order to avoid having to liquidate a position prematurely due to
temporary price reversals. In a trending market, the program is also designed
to take partial profits by exiting portions of positions at pre-determined
retracement levels, while leaving the remainder of the position open to take
advantage of a continuation in the trend.
GT Capital may also trade accounts using options strategies, including
purchasing options to initiate positions or manage risk on open futures
positions, selling uncovered or "naked" options for the purpose of generating
additional income and using both credit and debit spread strategies.
For the GT Dynamic Trading Program, the trading advisor will generally attempt
to limit risk between three percent (3%) and ten percent (10%) of an account's
equity per trade. However there is no guarantee that losses on any given trade
will be limited to these amounts. Stop loss points are determined at the time
a trade is initiated. Please note that stop loss orders become market orders
when activated and therefore, there is no guarantee that such orders will be
filled at the stop loss points. Further, stop loss orders may not necessarily
limit losses to the determined amounts in the event that market conditions
make it impossible to execute such orders. Options may also be used in an
attempt to protect existing futures positions. Please note that while GT
Capital adheres to certain risk management techniques, there can be no
guarantee that these techniques will be successful.
While GT Capital makes every effort to adhere to the trading program, GT
Capital reserves the right to take appropriate actions outside the systems if
warranted by exceptional or unusual market conditions or if the world
situation results in unusually high amounts of risk.
The GT Dynamic Trading Program typically results in between twenty percent
(20%) and fifty percent (50%) of the total assets of the Clients' accounts
being used to margin positions. However, this percentage may be substantially
more or less at the discretion of GT Capital.
The GT Dynamic Day Trading Program
The GT Dynamic Day Trading Program trades according to the same principles as
the GT Dynamic Trading Program, but on a shorter time frame and using only
futures and not options. The market data is analyzed on an intraday basis,
and positions are rarely (if ever) held overnight. As such, the program
involves "daytrading," which involves initiating and exiting a position on the
same trading day.
For this program, the Advisor intends to trade predominantly the e-mini S&P
500 contract. However, the Advisor reserves the right to trade any liquid
commodity in its sole discretion. The Advisor generally attempts to limit
its daily risk to between one percent (1%) and four percent (4%) of an
account's equity per day. However there is no guarantee that losses will be
limited to these amounts.
Managing Member's Allocation of Fund Assets to Programs
The managing member may allocate a portion of Fund assets for trading to both
the Dynamic Trading Program and the Dynamic Day Trading program of GT Capital
CTA. The allocation is expected to be 50%/50%, but this may be changed at the
sole discretion of the Managing Member without notice to you to, up to 70% to
one and 30% to the other.
Performance History
GT Capital CTA - GT Dynamic Trading Program
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. A purchase
of membership interests pursuant to this offering does not include any
interest in this program.
GT Capital CTA - GT Dynamic Trading Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2012 2011 2010 2009
January (3.30) 1.26 1.67
February (3.56) (6.61) 2.13
March 11.70 (4.57)
April (8.69) (3.09)
May 18.18 5.91
June 2.39 2.48 2.32
July (0.55) 1.04 0.81
August 1.58 (0.04) 1.62
September 2.96 1.29 4.29
October 2.85 (4.74) 0.52
November (0.17) (3.02) 3.44
December (0.02) 0.98 1.51
Year-to-Date (6.74) 24.62 (0.53) 15.38
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Name of Commodity Trading Advisor: GT Capital CTA
Name of the Trading Program: GT Dynamic Trading Program
Date of Commencement of Trading by Advisor: June 2009
Date of Commencement of Program Trading: June 2009
Number of Accounts in Trading Program: 46
Aggregate assets in all programs: $14,900,000
Aggregate assets in program: $11,400,000
Largest Monthly Draw-down**: 4-11 / 8.69%
Worst Peak to Valley Draw-down***: 10-10 to 2-11 / 11.79%
* Monthly Rate of Return is calculated by dividing net performance by
beginning net asset value. The monthly rates are then compounded to arrive at
the annual rate of return.
** Worst Monthly Percentage Draw-down is the largest monthly loss experienced
by the program in any calendar month expressed as a percentage of the total
equity in the account and includes the month and year of such draw-down.
*** Worst Peak to Valley Draw-down is the greatest cumulative percentage
decline in month end net asset value of the program due to losses sustained by
an account during any period in which the initial month-end net asset value of
an account is not equaled or exceeded by a subsequent month-end net asset
value of the account and includes the time period in which it occurred.
GT Capital CTA - GT Dynamic Day Trading Program
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. A purchase
of membership interests pursuant to this offering does not include any
interest in this program.
GT Capital CTA - GT Dynamic Day Trading Program
Percentage Rate of Return
(Computed on a compounded monthly basis)*
2012 2011 2010 2009
January 1.77 0.39 (0.34)
February (1.37) 0.31 (0.83)
March (0.58) 1.30
April (2.45) (0.94)
May (0.47) (0.93)
June (0.65) 2.29
July 0.19 0.14
August (2.58) 1.54
September 2.20 0.35
October 0.16 (2.99)
November 0.37 (0.73) 0.25
December 1.77 (0.09) 1.39
Year-to-Date 0.38 (1.44) (1.33) 1.64
Name of Commodity Trading Advisor: GT Capital CTA
Name of the Trading Program: GT Dynamic Day Trading Program
Date of Commencement of Trading by Advisor: June 2009
Date of Commencement of Program Trading: November 2009
Number of Accounts in Trading Program: 17
Aggregate assets in all programs: $14,900,000
Aggregate assets in program: $3,500,000
Largest Monthly Draw-down**: 10-10 / 2.99%
Worst Peak to Valley Draw-down***: 10-10 to 8-11 / 9.31%
* Monthly Rate of
Return is calculated by dividing net performance by beginning net asset value.
The monthly rates are then compounded to arrive at the annual rate of return.
** Worst Monthly Percentage Draw-down is the largest monthly loss experienced
by the program in any calendar month expressed as a percentage of the total
equity in the account and includes the month and year of such draw-down.
*** Worst Peak to Valley Draw-down is the greatest cumulative percentage
decline in month end net asset value of the program due to losses sustained by
an account during any period in which the initial month-end net asset value of
an account is not equaled or exceeded by a subsequent month-end net asset
value of the account and includes the time period in which it occurred.
The Futures Commission Merchant
The managing member has selected an unaffiliated futures commission merchant,
Vision Financial Markets LLC ("Vision"), to hold, supervise and control a
portion of our equity, that which is used for trading by the commodity trading
advisor. At its sole discretion, the managing member may change the
allocation of trade execution and equity held on deposit with either futures
commission merchant at any time.
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Vision is a registered futures commission merchant and commodity pool operator
pursuant to the Commodity Exchange Act, as amended, and is a member of the
National Futures Association in such capacities. Its main business office is
located at One Whitehall Street, 15th Floor, New York, New York 10004,
telephone (212) 859-0200.
As required by law, the managing member will provide notice to you within 21
days of any change in futures commission merchant.
At any given time, the futures commission merchant is involved in numerous
legal actions and administrative proceedings, which in the aggregate, are not,
as of the date of this prospectus, 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 the futures commission merchant or its principals
within the five years preceding the date of this prospectus that Vision would
deem material for purposes of Part 4 of the Regulations of the Commodity
Futures Trading Commission, except as follows:
On May 18, 2011, simultaneously with the issuance of a complaint by the NFA,
Vision Financial Markets LLC ("Vision") consented to a finding based on a one-
count complaint for failure to supervise guaranteed IBs in violation of NFA
Compliance Rule 2-9(a). The alleged activities occurred prior to 2009.
Without admitting or denying the findings in the Committee's Decision, Vision
consented to pay a fine of $500,000 and to retain an independent consultant to
review its supervisory procedures relating to guaranteed IBs. Vision
undertook to implement revised procedures for supervising GIBs within 6
months. Finally, Vision consented to a restriction on guaranteeing new
introducing brokers until 2013, unless it petitions the NFA to lift the
restriction earlier.
The futures commission merchant acts only as a clearing broker for the Fund's
futures accounts and as such is paid commissions for executing and clearing
trades. Vision has not passed upon the adequacy or accuracy of the Fund's
prospectus and will not act in any supervisory capacity with respect to the
managing member or commodity trading advisor, as the case may be, nor
participate in the management of the managing member or of the Fund or of the
commodity trading advisor. Therefore, investors should not rely on the
futures commission merchant in deciding whether or not to participate in the
Fund.
The futures commission merchant has represented to the managing member that
that none of the events reported will now, or at any time in the future,
interfere with its performance as the futures commission merchant for the
Fund.
The Introducing Broker
The Fund trading account was introduced to Vision Financial Markets LLC as
futures commission merchant by Futures Investment Company, 5914 N. 300 West,
Fremont, IN 46737, (260) 833-1306. Futures Investment Company is a registered
introducing broker under the Commodity Exchange Act, as amended, and is a
member of the National Futures Association in such capacity. It must pay
actual clearing costs to the futures commission merchant and retains a portion
of the fixed brokerage commissions paid to it for trades entered by the
trading advisor.
Federal Income Tax Aspects
Scope of Tax Presentation
This presentation is based on:
* the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder which were in effect as of the effective
date of this prospectus and
* the express intent of the managing member to:
* operate the Fund as authorized and limited by the LLC Operating
Agreement, and
* cause us to invest only our equity capital and not to borrow money to
operate the Fund, and
* the belief by the managing member that no less than ninety percent of
the income generated by us will be from interest income and the trade of
commodities.
Any change in the Internal Revenue Code or deviation from the above intentions
of operation could alter this presentation and also have adverse tax
consequences on this Fund and you. For instance, if we were taxed as a
corporation, we would pay tax and you would have to pay a second tax. In
addition, if we were taxed as a corporation, none of the deductions for
expenses would pass through to your tax return.
Any adjustment made to our return by our auditors or the IRS will flow through
to your return and could result in a separate audit of your individual return.
If the IRS audits us or you, significant factual questions may arise which, if
challenged by the IRS, might only be resolved at considerable legal and
accounting expense. We will report our income for tax and book purposes under
the accrual method of accounting and our tax year will be the calendar year.
During taxable years in which little or no profit is generated from trading
activities, you may still have interest income that will be taxed to you as
ordinary income.
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Subject to the above scope of presentation and assumption, following is the
opinion of The Scott Law Firm, Ltd. that summarizes the material Federal
income tax consequences to individual investors in the Fund.
This discussion is not intended as a substitute for careful planning by you
after you consider your tax circumstances; particularly, since the income tax
consequences of an investment in the Fund will not be the same for all
taxpayers. Accordingly, you are urged to consult your tax advisors with
specific reference to your tax situation.
All matters upon which we have obtained an opinion of tax counsel are
discussed under the caption Tax Opinion below. Said opinion is based and
conditioned upon factual representations made by the managing member on behalf
of the Fund and assumptions that those facts will be applicable to the Fund
continuously during its operation.
No Legal Opinion as To Certain Material Tax Aspects
We will not request a legal opinion in regard to any State income tax issue.
In addition, our tax counsel cannot opine upon (i) any matter that concerns
the tax consequences to any specific member of investment in the Fund based on
that member's tax circumstances, (ii) any Federal income tax issue that
involves a determination by the IRS of the facts related to our operation, or
(iii) any other matter that may be subject to IRS interpretation or adjustment
upon audit.
For an example of an item that could be subject to determination by the IRS,
the Code provides that, for non-corporate taxpayers who itemize deductions
when computing taxable income, expenses of producing income, including
investment advisory fees, are to be aggregated with unreimbursed employee
business expenses and other expenses of producing income (collectively, the
"Aggregate Investment Expenses"), and the aggregate amount of such expenses
will be deductible only to the extent such amount exceeds 2% of a taxpayer's
adjusted gross income. In addition, for taxpayers whose adjusted gross income
exceeds a certain threshold amount (the "AGI Threshold"), Aggregate Investment
Expenses in excess of the 2% threshold, when combined with certain of a
taxpayer's other miscellaneous deductions, are subject to a reduction
(scheduled to be phased out between 2006 and 2010) equal to the lesser of 3%
of the taxpayer's adjusted gross income in excess of the AGI Threshold and 80%
of the amount of certain itemized deductions otherwise allowable for the
taxable year (the "Phase-out"). Moreover, such Aggregate Investment Expenses
are miscellaneous itemized deductions which are not deductible by a non-
corporate taxpayer in calculating its alternative minimum tax liability. The
IRS could contend that some or all of the management fees and incentive fees,
as well as other ordinary expenses of the Fund, constitute "investment
advisory fees." If this contention were sustained, each non-corporate
member's pro rata share of the amounts characterized would be deductible only
to the extent that such member's Aggregate Investment Expenses exceed 2% of
such member's adjusted gross income and, when combined with certain other
itemized deductions, exceed the Phase-out.
PROSPECTIVE INVESTORS MUST CONSULT THEIR OWN TAX ADVISERS CONCERNING THE
FOREGOING "INVESTMENT ADVISORY FEES" ISSUE, WHICH IS A MATTER OF UNCERTAINTY
AND COULD HAVE A MATERIAL IMPACT ON AN INVESTMENT IN THE FUND.
Fund Tax Status
The Internal Revenue Code, at Section 7701, and the regulations promulgated
thereunder, provides the criteria used cannot be present if a company is to be
taxed as a partnership and not as a corporation. A company must have two or
more of the following characteristics decentralized management, unlimited
liability of the members, limited transferability of membership interests, and
limited continuation of existence.
The LLC Operating Agreement obligates the managing member to operate the Fund
in a manner so that it will be taxed as a partnership and not as a
corporation.
If we were taxed as a corporation, (i) we would pay taxes at the corporate
rates upon our income and gains, (ii) items of deduction and losses would be
deductible only by us and not by you, (iii) tax credits would be available
only to us and not to you, and (iv) all or a part of any distributions we make
to you could be taxable as dividend income and would not be deductible by us
in computing our taxable income. This would substantially increase the total
amount of taxes paid on your investment income and potentially limit your
expense deductions.
Historically, the right of redemption, similar to your right to redeem your
membership interests, renders a pool, such as ours, to be deemed a publicly
traded partnership, taxed as a corporation. However, the Revenue Act of 1987
provides an exception. The exception requires 90% or more of our gross income
to be derived from interest and the trade of commodities. Provided the
principal activity of the Fund is buying and selling commodities, income may
include interest, dividends, and income from the trade or holding of futures,
options or forward contracts on commodities. The managing member intends to
limit the principal business activity and sources of income so that this
exception will apply to us. In addition, the managing member has placed
restrictions upon the right of redemption. See The LLC Operating Agreement,
Redemptions and Appendix A, Right of Redemption.
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No IRS Ruling
We have not applied for a ruling from the Internal Revenue Service regarding
our status as a partnership or with regard to any other tax aspect, nor do we
intend to seek a ruling. In the absence of a ruling, there can be no
assurance that the IRS will not attempt to take a position adverse to the Fund
and the opinions expressed in this prospectus.
Tax Opinion
The managing member believes, in reliance upon opinion of legal counsel, that
this prospectus accurately summarizes all material Federal tax matters related
to the Fund. In the opinion of The Scott Law Firm, Ltd., tax counsel to the
Fund, based upon the facts stated in the certificate of intended operation of
the Fund supplied by the managing member:
* we will be treated as a partnership for Federal income tax purposes;
* the allocations of profits and losses made when members redeem their
membership interests will be upheld for Federal income tax purposes;
* based upon our contemplated trading activities, the IRS will consider us
as conducting a trade or business; and, as a result, the ordinary and
necessary business expenses we incur while conducting our commodity futures
trading business will not be subject to limitation under Section 67 or Section
68 of the Internal Revenue Code;
* the profit share will be respected as a distributive share of our income
allocable to the Fund; and
* the contracts we trade, as described in this prospectus, will satisfy
the commodities trading safe harbor as described in section 864(b) of the
Internal Revenue Code.
Such opinion is based on the Internal Revenue Code as of the effective date of
this prospectus and a review of the LLC Operating Agreement, and is
conditioned upon the following representations of facts by the managing
member:
* at all times, we will be operated in accordance with the Delaware LLC
Act and the LLC Operating Agreement attached hereto as Appendix A
* for our first two years of operation, the aggregate deductions claimed
by the members as their distributive shares of our net losses will not exceed
the equity capital invested in the Fund
* no creditor who makes us a loan, including margin accounts, will have or
acquire, as a result of making the loan, any direct or indirect interest in
our capital, profits or property, other than as a secured creditor
* the managing member will at all times actively direct the affairs of the
Fund
* interests in the Fund:
* will be transferable or redeemed only upon approval of the managing
member
* will not be traded on an established securities market, and
* will not be readily tradable on a secondary market or the substantial
equivalent thereof
* we will not be registered under the Investment Advisor's Act of 1940;
and
* over 90% of our earned income will be qualifying income as that term is
defined in the Revenue Act of 1987.
The Scott Law Firm, Ltd. is not able to opine upon the tax treatment of
expenses because that determination depends upon questions of fact to be
resolved by the managing member on behalf of the Fund.
In addition, commodity trading advisor fees are aggregated with employee
business expenses and other expenses of producing income, and the aggregate of
such expenses is deductible only to the extent such amount exceeds 2% of your
adjusted gross income. It is the managing member's position that our intended
operations will qualify as a trade or business. If this position is
sustained, the brokerage commissions and performance fees will be deductible
as ordinary and necessary business expenses. Syndication costs to organize
the Fund and offering expenses are subject to limitations upon deduction
imposed by the Internal Revenue Code.
Any change in the representations of the managing member or the operative
facts will prevent you and us from relying upon the legal opinion from The
Scott Law Firm, Ltd.
Passive Loss and Unrelated Business Income Taxes Rules
In addition to the imposition of a corporate level tax on publicly traded
limited liability companies, special rules apply to limited liability
companies in regard to the application of the passive loss and unrelated
business income tax rules. In Notice 88-75 issued on June 17, 1988, the IRS
provided guidance as to limited liability company operation. The managing
member intends to use its best efforts to cause us to comply with the
applicable provisions of these guidelines. In the event our expenses were
deemed not to qualify as deductions from trading profits, your total taxes
would increase while your distributions would remain the same.
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Basis Loss Limitation
Generally, the basis of your interest in the Fund for tax purposes is equal to
the cost decreased, but not below zero, by your share of any Fund losses and
distributions, and increased by your share of any Fund income.
You may not deduct losses in excess of the adjusted basis for your interest in
the Fund at the end of the Fund year in which such losses occurred. However,
you may carry forward any excess to such time, if ever, as the basis for the
interest in the Fund is sufficient to absorb the loss. Upon the sale or
liquidation of your interest in the Fund, you will recognize a gain or loss
for Federal income tax purposes equal to the difference between the amount you
realize in the transaction and the basis for your interest in the Fund at the
time of such sale. For individuals, capital losses would offset capital gains
on a dollar for dollar basis, with any excess capital losses subject to a
$3,000 annual limitation. Accordingly, it is possible for you to sustain a
loss from our operation that will not be allowed as a deduction for tax
purposes or will be limited to a $3,000 annual limitation.
At-Risk Limitation
If you borrow money to invest in the Fund, there are at risk limitations that
will apply to you. Section 465 of the Internal Revenue Code provides that the
amount of any loss allowable for any year to be included in your personal tax
return is limited to the amount paid for the membership interests, or tax
basis, of the amount at risk. Losses already claimed may be subject to
recapture if the amount at risk is reduced as a result of (i) cash
distributions from the activity, (ii) deduction of losses from the activity,
(iii) changes in the status of indebtedness from recourse to non-recourse,
(iv) the commencement of a guarantee, or (v) other events that affect your
risk of loss.
You should consider the at risk provisions in arranging debt financing for
purchasing a membership interest.
Income and Losses from Passive Activities
Internal Revenue Code Section 469 limits the deductibility of what are called
passive losses from business activities in which the taxpayer does not
materially participate. Under temporary Treasury regulations, (i) the trading
of personal property, such as futures contracts, will not be treated as a
passive activity, (ii) Fund gains allocable to you will not be available to
offset passive losses from sources outside the Fund, and (iii) Fund losses
will not be subject to limitation under the passive loss rules.
Allocation of Profits and Losses
The allocation of profits, losses, deductions and credits contained in the LLC
Operating Agreement will be recognized for tax purposes only if the
allocations have substantial economic effect. While the managing member
believes that the LLC Operating Agreement either meets the requirements or
satisfies a substitute capital account equivalency test, the LLC Operating
Agreement does not meet a third requirement, that a member must make a capital
contribution to the Fund equal to any deficit in its capital account.
Accordingly, under the regulations and the LLC Operating Agreement, losses
would not be allocable to you in excess of your capital contribution plus
properly allocated profits less any prior distributions. The managing member
intends to allocate income and losses in accordance with the LLC Operating
Agreement that it believes complies with applicable Internal Revenue Code
Section 704. However, no assurances can be given that the IRS will not
attempt to change any allocation that is made among members admitted on
different dates, which could adversely affect the amount of taxable income to
one member as opposed to another member.
Taxation of Futures and Forward Transactions
The commodity trading advisors selected to trade for us are expected to trade
primarily in contracts that are treated under Section 1256 of the Code. 1256
Contracts are any regulated futures contract, foreign currency contract, non-
equity option, or dealer equity option.
A regulated futures contract is a futures contract:
* if it is traded on or subject to the rules of:
* a national securities exchange which is registered with the Securities
and Exchange Commission,
* a domestic board of trade designated as a contract market by the
Commodity Futures Trading Commission or any other board of trade, exchange or
other market designated by the Secretary of Treasury, and
* which is marked-to-market to determine the amount of margin that must be
deposited or may be withdrawn. Marked-to-market means that the position is
taken in the account on day one at that price. Each day the position is held,
it is valued for account purposes at the price of the contract on the close of
that day.
A foreign currency contract is negotiated between banks and accepted for trade
among banks and private investors. The Fund is expected to purchase or sell
these contracts to speculate on the value of foreign currency as contrasted
with the U. S. dollar. These contracts are exempt from the Commodity Exchange
Act and are excluded from marked-to-market treatment.
A non-equity option means an option which is treated on a qualified board or
exchange and the value of which is not determined directly or indirectly by
reference to any stock, group of stocks, or stock index unless there is in
effect a designation by the Commodity Futures Trading Commission of a contract
market for a contract bond or such group of stocks or stock index.
A dealer equity option means, with respect to an options dealer, only a listed
option which is an equity option, is purchased or granted by such options
dealer in the normal course of his activity of dealing in options, and is
listed on the qualified board or exchange on which such options dealer is
registered.
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All Section 1256 contracts will be marked-to-market upon the closing of every
contract, including closing by taking an offsetting position or by making or
taking delivery, by exercise or being exercised, by assignment or being
assigned; or by lapse or otherwise. Also, all open Section 1256 contracts
held by us at our fiscal year-end will be treated as sold for their fair
market value on the last business day of such taxable year. This will result
in all unrealized gains and losses being recognized for Federal income tax
purposes for the taxable year. As a consequence, you may have tax liability
relating to unrealized Fund profits in open positions at year-end. Sixty
percent of any gain or loss from a Section 1256 contract will be treated as
long-term capital gain or loss, and 40% as short-term capital gain or loss,
regardless of the actual holding period of the individual contracts. The
character of a your distributive share of profits or losses of the Fund from
Section 1256 contracts will thus be 60% long-term capital gain or loss and 40%
short-term capital gain or loss. Your distributive share of such gain or loss
for a taxable year will be combined with your other items of capital gain or
loss for such year in computing your Federal income tax liability. The
Internal Revenue Code contains rules designed to eliminate the tax benefits
flowing to high-income taxpayers from the graduated tax rate schedule and from
the personal and dependency exemptions. The effect of these rules is to tax a
portion of a high-income taxpayer's income at a marginal tax rate of 35%.
Most long-term capital gains after May 6, 2003 are subject to a maximum tax
rate of 15%. A member, other than a corporation, estate or trust, may elect
to carry-back any net Section 1256 contract losses to each of the three
preceding years. The marked-to-market rules do not apply to interests in
personal property of a nature that are actively traded other than Section 1256
contracts.
Section 988 Foreign Currency Transactions
A Section 988 transaction is defined as the entering or acquiring of any
forward contract, futures contract, option or similar financial instrument if
the amount to be received or to be paid by reason of a transaction is
denominated in a nonfunctional currency or is determined by reference to one
or more nonfunctional currencies. If the Section 988 transaction results in a
gain or loss, it is considered to be a foreign currency gain or loss to the
extent it does not exceed gain or loss realized by reason of changes in
exchange rates.
Capital Gain and Loss Provisions
If short-term capital gains exceed long-term capital losses, the net capital
gain will be taxed at the same rates as ordinary income. Subject to an annual
limitation of $3,000, you may deduct the excess of capital losses over capital
gains against ordinary income. Excess capital losses that are not used to
reduce ordinary income in a particular taxable year may be carried forward to,
and treated as capital losses incurred in, future years.
Business for Profit
Internal Revenue Code Section 183 sets forth the general rule that no
deduction is allowable to an individual for an activity not engaged in for
profit. These are activities other than those constituting a trade or
business or engaged in for the production or collection of income or for the
management, conservation, or maintenance of property held for the production
of income. The determination of whether an activity is engaged in for profit
is based on all facts and circumstances, and no single factor is
determinative. The managing member believes that by employing independent
commodity trading advisors with strong track records of production of profits,
it is more likely than not, that our activity will be considered an activity
engaged for profit.
Self-Employment Income and Tax
Section 1402 of the Internal Revenue Code provides that an individual's net
earnings from self-employment shall not include the distributive share of
income or loss from any trade or business carried on by a limited liability
company of which he is a member. Therefore, you should not consider that the
ordinary income from the Fund constitutes net earnings from self-employment
for purposes of either the Social Security Act or the Internal Revenue Code.
Alternative Minimum Tax
The alternative minimum tax for individuals is imposed on certain high income
persons as a method of collection of tax although income may to sheltered or
otherwise not subject to tax. Alternative minimum taxable income consists of
income deemed taxable without regard to availability of deductions or tax
preferences provided by the tax law. Alternative minimum taxable income may
not be offset by certain deductions, including (in certain circumstances)
interest incurred to purchase or carry interests in a limited liability
company such as this Fund. Taxpayers subject to the alternative minimum tax
could be required to make estimated payments. The extent to which the
alternative minimum tax will be imposed or estimated payments required will
depend on the overall tax situation of each member at the end of each taxable
year and, therefore, this question should be referred to your tax advisor.
Interest Related To Tax Exempt Obligations
Section 265(a)(2) of the Internal Revenue Code will disallow any deduction for
interest on indebtedness of a taxpayer incurred or continued to purchase or
carry obligations the interest on which is wholly exempt from tax. The IRS
announced in Revenue Procedure 72-18 that the proscribed purpose would be
deemed to exist with respect to indebtedness incurred to finance a portfolio
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investment. The Revenue Procedure further states that a membership interest
will be regarded as a portfolio investment, unless rebutted by other evidence.
Therefore, if you own tax-exempt obligations, the IRS might take the position
that any interest expense incurred by you to purchase or carry membership
interests should be viewed as incurred by you to continue carrying tax exempt
obligations, and that you should not be allowed to deduct all or a portion of
the interest on any such loans.
Not a Tax Shelter
In the opinion of tax counsel, we do not constitute a tax shelter, as defined
in Internal Revenue Code Section 6111(c), since the managing member intends to
operate the Fund so that the tax shelter ratio will not exceed two-to-one at
the close of any of the first five years. Accordingly, the managing member
has not registered us as a tax shelter with the IRS.
Taxation of Foreign Members
An investment in the Fund should not, by itself, cause a foreign member to be
engaged in a trade or business within the United States. A foreign person is
subject to a 28% withholding tax, unless reduced or exempted by treaty, on
United States source income that is not effectively connected with the conduct
of a United States trade or business. The person having control over the
payment of such income must withhold this tax.
Because we have permitted the trading advisor to trade futures contracts and
options on futures contracts on foreign exchanges, such as energy or interest
rate futures, based on current law it is uncertain whether entering into
foreign and derivative transactions may cause us, and therefore any foreign
members, to be treated as engaged in a trade or business within the United
States. However, the Treasury has issued proposed regulations which, if
finalized in their current form, would provide that foreign members should not
be deemed to be engaged in a United States trade or business solely by virtue
of an investment as a member in the Fund even if the Fund enters into foreign
exchange trades of currency and derivative transactions. These regulations are
proposed to be effective for taxable years beginning 30 days after the date
final regulations are published in the Federal Register. We may elect to apply
the final regulations retroactively once they are finalized. The Scott Law
Firm, Ltd. has not opined on the issues related to the withholding by us from
distributions to foreign investors as the determination of how the treat this
issue will be resolved at the end of each taxable year or upon receipt of a
redemption request.
Accordingly, we may be required to withhold tax on items of such income that
are included in the distributive share of a foreign member, whether or not the
income was actually distributed. If we are required to withhold tax on such
income of a foreign member, the managing member may pay such tax out of the
redemption of membership interests by the foreign member.
Fund Entity-Audit Provisions-Penalties
The Internal Revenue Code provides that the tax treatment of items of Fund
income, gain, loss, deduction and credit will be determined at the Fund level
in a single proceeding. The LLC Operating Agreement has appointed the
corporate managing member as the tax matters partner to settle any issue
involving any member with less than a 1% profits interest unless such a
member, upon notice, properly elects not to give such authority to the tax
matters partner. The tax matters partner may seek judicial review for any
adjustment to Fund income, but there will be only one such action for judicial
review to which all members will be bound. The Internal Revenue Code provides
that a member must report a Fund item consistently with its treatment on the
Fund return, unless the member specifically identifies the inconsistency or
can show that its treatment of the Fund item on its return is consistent with
a schedule furnished to the member by the Fund. Failure to comply with this
requirement may result in penalties for underpayment of tax and could result
in an extended statute of limitations. The statute of limitations for
adjustment of tax with respect to Fund items will generally be three years
from the date of filing the Fund return.
Internal Revenue Code Section 6662 imposes a penalty for a substantial
understatement of income tax equal to 20% of the amount of any underpayment
attributable to that understatement. Understatement is defined as the excess
of the correct amount of tax required to be shown on the return over the
amount of tax that is actually shown on the return. A substantial
understatement exists for any taxable year if the amount of the understatement
for the taxable year exceeds the greater of (i) 10% of the correct tax, or
(ii) $5,000, or $10,000, in the case of a corporation other than an S
corporation or a personal holding company.
Employee Benefit, Retirement Plans and IRA's
The Employee Retirement Income Security Act of 1974 governs:
* employee benefit plans, such as:
* a qualified pension, profit-sharing or stock bonus plan, or
* a qualified health and welfare plan; and
* individual retirement accounts, commonly called IRAs.
You may not purchase membership interests with the assets of a plan if we, the
managing member, the selling agent, the introducing broker, the futures
commission merchant, or any of their affiliates, agents or employees have
investment discretion over such plan, give investment advice with respect to
such plan assets, for a fee, or are an employer maintaining or contributing to
such plan.
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Before you invest in us through one of these qualified plans, you should
consult your own legal and financial advisors, and the fiduciary of your plan
should take into account the facts and circumstances of your plan, and
consider applicable fiduciary standards under the above act.
Acceptance of subscriptions on behalf of employee benefit plans is not a
representation by the managing member or any other party that this investment
meets all legal requirements or is appropriate with respect to investments by
any particular plan. The person with investment discretion should consult the
attorney for the plan as to the propriety of an investment in this Fund.
The LLC Operating Agreement
This prospectus explains all material terms of the LLC Operating Agreement;
however, you are urged to read the entire agreement. See Appendix A.
Formation of the Fund
Our Certificate of Formation is dated and was filed on October 1, 2004
pursuant to the Delaware LLC Act.
You are not liable for our losses, debts and obligations beyond your
investment amount and your share of any of our undistributed assets, so long
as you do not take part in the management of the business of the Fund or
transact any business for the Fund.
According to the LLC Operating Agreement, this Fund will not terminate or
dissolve upon any member's death, incompetence, withdrawal, insolvency,
bankruptcy, termination, liquidation, dissolution or other legal incapacity.
Also, the LLC Operating Agreement allows successor representatives of such
member to redeem their membership interests, but third party creditors and
trustees may not anticipate distributions or seek redemption without
permission of both the successor representative and the managing member.
Units of Membership interests
The amount of membership interests you hold will determine your percentage
interest in our net assets. The percentage interest will be calculated from
time to time by dividing the number of units of membership interests you hold
by the aggregate number of outstanding units of membership interests.
Management of Fund Affairs
Only the managing member may manage this Fund. All of the decisions will be
in the sole judgment of the managing member without any obligation to provide
you with advance notice of the decisions to be made. You will not take part
in the business or affairs of the Fund nor will you have any voice in its or
the managing member's management or operations.
You and the other members have a right to vote and a majority of those members
who hold outstanding membership interests must give prior written approval of
any material change in either the LLC Operating Agreement or the Fund
structure.
Without the members' approval, the managing member may (i) change the
management and incentive fees within the limits described by this prospectus,
(ii) change, add or remove trading advisors, (iii) change, add or remove
introducing brokers, (iv) change, add or remove futures commission merchants,
(v) change, add or remove selling agents, (vi) change the commissions, (vii)
redeem and return a member account, (viii) change the commodity contracts
traded, (ix) change the diversification of our assets among the various types
of or in the positions held in commodity markets, or (x) change, add or remove
legal counsel, experts, and tax matters partner to the Fund.
To the extent the law permits, such members who hold a majority of the
membership interests may vote to amend any term in the LLC Operating Agreement
and, if necessary, the Certificate of Formation without the agreement of the
managing member. This includes removing the managing member and electing a
new managing member.
In its capacity as commodity pool operator, the managing member may consult
with the trading advisor with regard to money management and trading strategy
issues, but the managing member will not serve as a trading advisor or select
any other trading advisors to trade that are affiliated with either managing
member.
General Prohibitions
Except for the security posted for commodity trades made in the Fund accounts
on normal margin terms with the clearing broker, we may not borrow from or
loan money or any other assets to any person. However, this shall not apply
to the incurrence of debt to a member or an affiliate with respect to (i) the
offering of membership interests for sale, (ii) registration, or (iii)
initiation and maintenance of our trading positions.
We may not permit rebates or give-ups to be received by the managing member or
any of its affiliates. Nor may we permit the managing member or any of its
affiliates to engage in reciprocal business arrangements that would circumvent
the foregoing prohibition. However, an affiliate or the managing member may
provide goods or services, including brokerage, at a competitive cost to us.
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The managing member or its affiliates are not required to advance or loan
funds to the Fund. If the managing member makes any advance or loan to the
Fund, it will not receive interest in excess of its interest costs, nor will
it receive interest in excess of the amounts that would be charged the Fund by
unrelated banks on comparable loans for the same purpose. The managing member
shall not receive points or other financing charges or fees regardless of the
amount.
Additional Offerings
The managing member has sole discretion to end this or any future offering of
membership interests, register additional membership interests, and make
additional public or private offerings of membership interests.
You will not have any preemptive, preferential or other rights with respect to
the issuance or sale of any additional membership interests. We have not
limited the amount of capital contributions or the maximum amount of
membership interests that may be issued, offered or sold.
Fund Accounting, Reports, and Distributions
You will have a capital account, and its initial balance will be the amount
you paid for your membership interests. The net assets of this Fund will be
determined monthly, and any change from the previous month will be passed on
to your account in the ratio that your account bears to all accounts.
The managing member has sole discretion to make distributions from profits or
net assets. You will receive a monthly report containing (i) the net unit
value as of the end of both the current and previous month, (ii) the
percentage change in net unit value between the two months, (iii) the amount
of distributions during the month, (iv) the brokerage commissions, other fees,
administrative expenses, and reserves for claims and other extra-ordinary
expenses incurred or accrued by us during the month, and, (v) any other
information required by the rules of the Commodity Futures Trading Commission.
You or your duly authorized representative may inspect our books and records
and any records related to your account, provided you give adequate notice,
you do so at a reasonable time, and you make copies at your expense.
Federal Tax Allocations
At the end of each fiscal year, the Fund, under the supervision of the
managing member and the financial experts selected, will allocate our capital
gain or loss and ordinary income or loss, fees and expenses among the members
in accordance with the relationship of each capital account to all capital
accounts. You must include your share of such items in your personal income
tax return.
Transfer of membership interests Only With Consent of the Managing member
Once admitted to this Fund and registered on the Fund records as the owner of
membership interests, you may (i) receive all distributions, allocations of
losses and withdrawals, and reductions of capital contributions, (ii) vote on
any matters submitted to the members for voting, and (iii) exercise all rights
granted to members pursuant to the LLC Operating Agreement and pursuant to
Delaware law.
You may transfer your membership interests only with the written consent of
the managing member. The managing member may not approve the transfer if it
(i) is not made for all of your membership interests or, if you are not
assigning all of your membership interests, you will not retain more than
$5,000 of membership interests, (ii) will violate any applicable laws or
governmental rules or regulations, including without limitation, any
applicable Federal or State securities laws, or the Delaware limited liability
company laws, (iii) will jeopardize our ability to be taxed as a partnership
and not as a corporation, or (iv) will affect characterizations or treatment
of income or loss.
Termination of the Fund
This Fund will terminate (i) by election of the managing member, in its sole
discretion, to terminate and dissolve this Fund, (ii) upon the dissolution,
death, resignation, withdrawal, bankruptcy or insolvency of the managing
member, unless the members unanimously elect to carry on the business and a
new managing member has been substituted, (iii) if it does not pay its annual
franchise fee and file its annual report with the State of Delaware, which
will cause it to be dissolved under Delaware law, (iv) upon any event which
makes the continued existence of the Fund unlawful, or, (v) upon the unanimous
vote of the Members.
Meetings
We are not required to hold regular meetings, however, members may call
meetings to vote on certain issues, including (i) amendment of the LLC
Operating Agreement; provided, however, any amendment which modifies the
compensation or distributions to the managing member or which affects the
duties of the managing member requires its consent, (ii) removal of the
managing member and election of a new managing member, (iii) cancellation of
any contract for services with the managing member, without penalty, upon 60
days written notice; provided, however, the maximum period of any contract
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between the managing member and the Fund is one year; and, provided further,
should any amendment to this LLC Operating Agreement attempt to modify the
compensation or distributions to which the managing member is entitled or
which affects the duties of the managing member, such amendment will become
effective only upon the consent of the managing member, (iv) the right to
approve, prior to sale, the sale or distribution, outside the ordinary course
of business, of all or substantially all of the assets of the Fund, (v)
dissolution of the Fund, and (vi) change of any of the Fund's basic investment
policies or in the structure of the Fund. See Management of Fund Affairs.
The managing member must receive in person or by certified mail a written
request for a meeting. One or more members who collectively own 10% or more
of the outstanding membership interests must sign the written request. The
managing member then has 15 days to call the meeting.
Redemptions
Redemption allows you to receive your share of the net assets of this Fund.
There will be no redemption fee; however, there is a twelve month lock-in
commencing from the admission of your investment to the Fund wherein you will
not have the ability to redeem such investment, which may be waived at the
sole discretion of the managing member. There is no limit on the percentage
of membership interests you may redeem; provided, in the case of partial
redemptions, you must maintain the minimum balance of $5,000. The managing
member must receive written request, in form acceptable to it, no fewer than
ten days prior to the desired effective date of redemption. The effective
date of redemption will be the last day of the then current or a future month.
The redemption price will be the net asset value of the membership interests
on the effective date of redemption, which will be the last day of each month
for all redemption requests received and approved for payment by the managing
member. If you wish to withdraw your redemption request, the managing member
must receive written notice of such withdrawal request prior to the last
business day of the month in which such request was submitted to be
considered.
The managing member will pay redemption requests within twenty days following
the effective date, provided the request was received within ten days from the
last day of the month. However, you should be aware that the managing member
may be unable to timely comply with the request for the sole reason that there
is not enough cash. This may be because the trading advisor cannot liquidate
the positions it has taken or because there are contingent claims on Fund
assets. The managing member has discretion to liquidate fund holdings to
honor redemption requests. Redemption requests will be handled in the order
in which they are received, with preference given to requests received from
members, as opposed to a managing member or one of its affiliates. If
redemption requests received from members exceed funds available, redemptions
will be allocated on a prorated basis for the then current redemption period
and paid as a preference in future redemption periods as cash becomes
available.
If the managing member notifies you in writing, it may declare additional
redemption dates or cause the Fund to redeem fractions of units of membership
interests.
Plan for Sale of Membership Interests
No Sales to Discretionary Accounts
There will be no sales to discretionary accounts without the prior specific
written approval of the customer.
The Selling Agent
We are offering and selling the membership interests solely through Futures
Investment Company, an Illinois corporation incorporated on December 6, 1983,
the address of which is 5914 N. 300 West, P.O. Box 760, Fremont, Indiana
46737. It was registered as a fully disclosed broker/dealer registered with
the Financial Industry Regulatory Authority on July 24, 1997 and has been
appointed the selling agent. All membership interests will be sold on a best
efforts basis, which means the selling agent will try, but not guarantee, to
sell the membership interests.
Currently, Futures Investment Company principally offers securities and
interests in futures. It has and will continue to participate in offerings of
other commodity pools sponsored by the managing member or other persons or
entities in competition with us.
The individual managing member and his spouse own Futures Investment Company.
They are also registered with the National Futures Association as associated
persons and with the Financial Industry Regulatory Authority as registered
representatives of Futures Investment Company.
Although we are offering a maximum of $20,000,000 in membership interests
pursuant to this registration statement, the LLC Operating Agreement
authorizes the managing member to determine the amount of membership interests
to be sold. If the Fund is to sell any membership interests in excess of the
$20,000,000, such membership interests must also be registered with the
Securities and Exchange Commission or sold by private offering pursuant to
applicable exemption from registration.
Depository Account & Offering Price
All subscriptions accepted by the managing member will be placed by the
selling agent in a segregated depository account maintained at Star Financial
Bank, Angola, IN until the first business day of the month following the month
in which their subscription documents were accepted. No funds, while held in
the depository account, will be available to pay debts or claims of the Fund
or the managing member. Interest accrued on your subscription amount will be
used to buy additional membership interests for you.
42
<page>
This offering will continue until the maximum of $20,000,000 in face amount of
membership interests is sold or until August 10, 2013, which is three years
from the initial effective date. The managing member may terminate this
offering at any time.
If you are investing in the Fund through a custodial account by transferring
funds from a managed account at a futures commission merchant, your funds may
be invested in the Fund on the admission date without use of the depository
account.
The membership interests are sold at the month end net asset value per
membership interest of the Fund, which is the net asset value of the Fund
divided by the number of outstanding membership interests. This offering will
continue until the maximum of $20,000,000 in face amount of membership
interests is sold. The net asset value of the Fund is calculated before the
open of the markets on the first business day of each month and members will
be admitted and issued membership interests as of this date and price. Net
asset value is calculated and membership interests are issued on a monthly
basis. Net asset value takes into consideration total assets, including all
cash and cash equivalents (valued at cost plus accrued interest and earned
discount), less total liabilities, of the Fund (each determined on the basis
of generally accepted accounting principles, consistently applied under the
accrual method of accounting or as required by applicable laws, regulations
and rules including those of any authorized self regulatory organization).
Cash from subscriptions held in the depository account will be invested in
short-term investments that meet applicable regulatory requirements. These
include United States Treasury Bills or other comparable interest-bearing
instruments that are liquid, substantially risk-less instruments, with
correspondingly low yields.
There cannot be any assurance that the minimum membership interests will be
sold. The managing member is authorized, in its sole discretion, to terminate
this or any future offering of membership interests without notice for any
reason.
Underwriting Compensation
The selling agent will charge an up front selling commission of 6% of gross
subscription proceeds, which it may waive at its sole discretion. No other
FINRA member has or will receive any underwriting or other compensation from
any source in connection with the offering in terms of offering proceeds. The
selling agent also received $2,000 paid by the Fund for legal fees, which are
associated with FINRA's review of this offering submitted to it by the selling
agent. Neither the Fund nor the selling agent will engage in wholesaling.
Subscription Procedure
To purchase membership interests, you must complete and execute a suitability
questionnaire and a subscription agreement (Appendix D), and deliver the
executed subscription documents and check to the sales agent.
You should make out the check to "Star Financial Bank for the exclusive
benefit of the customers of TriView Global Fund, LLC". Your check will then
be deposited by the selling agent into the depository account by noon of the
second business day following receipt by the selling agent.
Under no circumstances should you make payment in cash, or make any checks
payable to the Fund, the managing member the selling agent or any of their
registered representatives or affiliates.
Subscription Amounts
You must purchase at least $25,000 in membership interests; however, the
managing member may at its sole discretion reduce this to not less than the
regulatory minimum of $5,000. The managing member does not have fixed
criteria by which it would lower the minimum investment and will only lower
the minimum investment for certain investors when circumstances, which cannot
be predicted, exist. You may make additional investments above $25,000 in
$1,000 increments, but you may not invest more than 10% of your net worth in
the Fund. If you have not provided collectible funds, whether in the form of
a bad check or draft, or otherwise, any membership interests recorded in our
books in your favor shall be cancelled.
Revocation and Acceptance of Subscription
Once you have purchased membership interests, you may revoke your subscription
within five business days after you send it to us, or longer, if there are
Federal or State securities laws which allow you to do so. After the lapse of
five business days from submission, your subscription will be irrevocable and,
thereafter, you must redeem pursuant to the terms of the LLC Operating
Agreement. The membership interests offered to you are subject to prior sale.
The managing member has sole discretion to reject any subscription, in whole
or in part, within five days. If your subscription is accepted, the managing
member will admit you as a member and send you written confirmation to
disclose the number of membership interests purchased within 20 days of the
close of business for the month in which you were admitted as a member.
43
<page>
Investor Suitability
See Suitability Standards in Exhibit C and on page ii of this prospectus. The
managing member and the sales agent shall make every reasonable effort to
determine that the purchase of units of membership interest is a suitable and
appropriate investment for you, on the basis of the information regarding your
financial situation and investment objectives obtained from the suitability
questionnaire and subscription agreement (Appendix D) signed and delivered by
you in connection with your subscription for units. On the basis of the
information provided by you, the managing member and the sales agent shall
make every reasonable effort to ascertain that you:
(a) meet the minimum income and net worth standards established for the
Fund;
(b) can reasonably benefit from an investment in the Fund based on your
overall investment objectives and portfolio structure;
(c) are able to bear the economic risks of an investment in the Fund based
on your overall financial situation; and
(d) have an understanding of:
(i) the fundamental risks of an investment in the Fund;
(ii) the risk that you may lose your entire investment;
(iii) the restrictions on the liquidity and transferability of the units;
(iv) the background and qualification of the managing member and the Fund's
commodity trading advisor; and
(v) the tax consequences of an investment in the Fund.
Records of the information provided by you in the suitability questionnaire
and subscription agreement (Exhibit D) will be maintained by or on behalf of
the managing member and/or the sales agent for at least six years.
Investor Warranties
When you execute and deliver your Subscription Agreement and Power of
Attorney, you are making representations and warranties to the managing
member, the introducing broker, the futures commission merchant and the
selling agent including, but not limited to:
(a) you are of legal age to execute the Subscription Agreement and Power of
Attorney and are legally competent to do so;
(b) you acknowledge that you have received the prospectus, including the LLC
Operating Agreement, prior to subscribing for membership interests;
(c) all information you have given to the managing member or that is set
forth in the Subscription Agreement and Power of Attorney submitted by you is
correct and complete as of the date of submission. Also, if there are any
changes in such information prior to acceptance of your subscription, you will
immediately furnish the revised or corrected information to the managing
member
(d) unless (e) or (f) below apply to you, your subscription is made with
your own funds for your own account and not as trustee, custodian or nominee
for another.
(e) the subscription, if made as custodian for a minor, is a gift you have
made to the minor and is not made with the minor's funds; or, if not a gift,
the representations as to net worth and annual income apply only to such
minor.
(f) if you are subscribing in a representative capacity:
* you have full power and authority to purchase the membership interests
and enter and be bound by the Subscription Agreement and Power of Attorney on
behalf of the entity for which you are purchasing the membership interests,
and
* such entity has full right and power to purchase the membership
interests and enter and be bound by the Subscription Agreement and Power of
Attorney and become a member pursuant to the LLC Operating Agreement attached
as Appendix A.
The managing member, the introducing broker, the futures commission merchant,
the commodity trading advisor and the selling agent may rely upon any of the
above representations and warranties as a defense to any claim made against
it.
Compliance with Anti-Money Laundering Laws
To satisfy the Fund's, the managing member's and the selling agent's
obligations under applicable anti-money laundering laws and regulations,
subscribers will be required to make representations and warranties in the
subscription agreement concerning the nature of the subscriber, its source of
investment funds and other related matters. The managing member and the
selling agent reserve the right to request additional information from
subscribers as either of the managing member or the selling agent, in its sole
discretion, requires in order to satisfy applicable anti-money laundering
obligations. By subscribing for units in the Fund, each subscriber agrees to
provide this information upon request.
A PURCHASE OF THE UNITS SHOULD BE MADE ONLY BY THOSE PERSONS WHOSE FINANCIAL
CONDITION WILL PERMIT THEM TO BEAR THE RISK OF A TOTAL LOSS OF THEIR
INVESTMENT IN THE FUND. AN INVESTMENT IN THE UNITS SHOULD BE CONSIDERED ONLY
AS A LONG-TERM INVESTMENT.
44
<page>
Legal Matters
Litigation and Claims
Within the past 5 years of the date of this prospectus, there have been no
material administrative, civil or criminal actions against either managing
member, the introducing broker, the selling agent, or any principal or
affiliate of any of them. This includes any actions pending, on appeal,
concluded, threatened, or otherwise known to them. There is litigation
against the futures commission merchant and the commodity trading advisor
within the past 5 years, which is disclosed on pages 34 and 30 respectively,
of this prospectus, and which they have represented will have no bearing on
their ability to serve the Fund.
Legal Opinion
The Scott Law Firm, Ltd., 470 Broadway, Suite 160, Bayonne, NJ 07002, is
special securities counsel to advise the Fund and the managing member with
respect to the offering of membership interests, the preparation of this
prospectus, the legality of the membership interests offered, and the
classification of the Fund as a partnership for tax purposes.
From time to time, the Firm will also advise the Fund regarding the
maintenance of the Fund's tax status, the legality of any subsequent offers,
and the legality of any transfers by members. The managing member may add,
delete, and change legal counsel to the Fund at any time for any reason. The
managing member has granted the Firm the right to employ other law firms to
help in matters that relate to the sale of membership interests or our
operation.
The Firm will not give you or any persons affiliated with you legal advice.
You should seek investment, legal, and tax advice from your own legal counsel
and other professionals of your choice.
Experts
The managing member has employed financial experts to perform services for the
Fund. These experts currently are:
Patke & Associates, Ltd. is our independent registered public accounting firm
expert, and is responsible for auditing the books and records of both the Fund
and the corporate managing member, as well as preparing the Fund K-1's and our
tax returns.
The corporate managing member serves as our tax member. The managing member
is required by the rules and regulations of the Commodity Futures Trading
Commission to send you unaudited monthly account statements and annual
financial statements audited by an independent certified public accountant.
The managing member may add, delete and change the experts selected to perform
services for the Fund at any time for any reason.
We will send you the unaudited monthly account statements as soon as
practicable after the end of each month, and will send you the audited annual
financial statements within 90 days after the end of each calendar year.
Additional Information
By our managing member, we have filed a registration statement on Form S-1
with the Securities and Exchange Commission under the Securities Act of 1933
to allow us to issue and sell our membership interests.
This prospectus does not contain all of the information in the Form S-1
filing, for example, the Selling Agreement and the futures commission
merchant's Customer Agreement that established the Fund accounts. The
descriptions in this prospectus of these exhibits are summaries. For further
information regarding the Fund and the membership interests offered, you may
inspect and copy, without charge, our complete filings, including this
prospectus, the exhibits and periodic reports, at the public reference
facilities of the Securities and Exchange Commission at 450 Fifth Street, NW,
Washington, D.C. 20549.
Also, the Securities and Exchange Commission offices will send you copies of
all or any part of this filing by mail, upon payment of the prescribed rates.
This prospectus and other electronic filings made through the Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system, including monthly prospectus
supplements reflecting the previous month-end net asset value, are publicly
available through the Commission's Internet site, http://www.sec.gov.
In addition, our books and records will be maintained for six years at the
office of the corporate managing member, 5914 N. 300 West, Fremont, IN 46737.
You are invited to review any materials available to the managing member
relating to this Fund, our operations, this offering, the Advisory Agreements
between us and the commodity trading advisors, the Customer Agreement between
us and the futures commission merchant, the commodity trading advisor's
disclosure document, the forms filed with the National Futures Association for
any registered entity or person related to this Fund, and any other matters
relating to the laws applicable to this offering or this Fund.
45
<page>
The officer and staff of the managing member will answer all reasonable
inquiries you may have. All the above materials will be made available at any
mutually convenient location at any reasonable hour after reasonable prior
notice.
The managing member will allow you to obtain any additional information from
third parties necessary to verify any representations or information in this
prospectus and its exhibits, assuming the managing member possesses such
information or has a right to acquire it with reasonable effort and expense.
However, your review is limited by the proprietary and confidential nature of
the commodity trading advisor's trading systems and by the confidentiality of
personal information relating to other investors.
[The balance of this page has been intentionally left blank.]
46
<page>
TRIVIEW GLOBAL FUND, LLC
(A Delaware Limited Liability Company)
ANNUAL REPORT
December 31, 2011
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
Statements of Assets and Liabilities F-3
Condensed Schedule of Investments - December 31, 2011 F-4
Statements of Operations F-5
Statements of Changes in Net Assets F-6
Statements of Cash Flows F-7
Notes to the Financial Statements F-8 - F-15
Affirmation of the Commodity Pool Operator F-16
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 Delaware limited liability company), as of
December 31, 2011 and 2010, including the condensed schedule of investments as
of December 31, 2011, 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, 2011. 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 audits.
We conducted our audits 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 of 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 audits provide 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, 2011 and 2010, 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, 2011 are in conformity with accounting principles generally
accepted in the United States of America.
/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
March 9, 2012
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 Delaware Limited Liability Company)
Statements of Assets and Liabilities
December 31, 2011 and 2010
<table>
<s> <c> <c>
2011 2010
Assets
Equity in broker trading accounts
Cash at broker $1,255,856 $-
Net unrealized (loss) on open futures contracts (7,430) -
Total equity in broker trading accounts 1,248,426 -
Cash and cash equivalents 296,104 405
Prepaid expenses 12,314 4,481
Total assets 1,556,844 4,886
Liabilities
Accounts payable and accrued liabilities 16,902 920
Due to related parties - 262,272
Total liabilities 16,902 263,192
Net assets $1,539,942 $(258,306)
Analysis of net assets
Non-managing members $1,539,942 $(129,153)
Managing members - (129,153)
Net assets (equivalent to $790.28 and
$(129,153.02) per unit) $1,539,942 $(258,306)
Membership units outstanding
Non-managing member units outstanding 1,948.597 1.000
Managing members units outstanding - 1.000
Total membership units outstanding 1,948.597 2.000
</table>
The accompanying notes are an integral part of the financial statements.
F-3
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Condensed Schedule of Investments
December 31, 2011
<table>
<s> <c> <c>
Fair Value Percent of
Net Assets
Futures contracts
Futures contracts held long
Energy $(6,150) (0.40%)
Currency (1,280) (0.08%)
Total futures contracts held long (7,430) (0.48%)
Net unrealized (loss) on open futures contracts $(7,430) (0.48%)
</table>
The accompanying notes are an integral part of the financial statements.
F-4
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Statements of Operations
For the Years Ended December 31, 2011, 2010 and 2009
<table>
<s> <c> <c> <c>
2011 2010 2009
Investment income
Interest income $6 $- $-
Other income - 20,000 -
Total investment income 6 20,000 -
Expenses
Commission expense 60,295 - -
Management fees 12,103 - -
Incentive fees 2,438 - -
Professional fees 64,855 45,006 29,866
Other operating expenses 13,127 36,864 6,738
Total expenses 152,818 81,870 36,604
Net investment (loss) (152,812) (61,870) (36,604)
Realized and unrealized gain (loss) from
investments and foreign currency
Net realized gain (loss) from:
Investments 46,297 - -
Foreign currency translation (3,567) - -
Net realized gain from investments and
foreign currency transactions 42,730 - -
Net unrealized (depreciation) on investments (7,430) - -
Net realized and unrealized gain from
investments and foreign currency 35,300 - -
Net (decrease) in net assets resulting from
operations $(117,512) $(61,870) $(36,604)
Net increase (decrease) per unit
Managing and non-managing member unit $1.82 (1) $(30,935.02)(2) $(18,302.00)
</table>
(1) Net increase (decrease) per unit is presented for a single unit
outstanding from commencement of operations (July 7, 2011) to December 31,
2011.
(2) Net increase (decrease) per unit is presented for a single unit
outstanding during the year.
The accompanying notes are an integral part of the financial statements.
F-5
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Statements of Changes in Net Assets
For the Years Ended December 31, 2011, 2010 and 2009
<table>
<s> <c> <c> <c> <c> <c> <c>
Member's Equity
Managing Non-Managing Total
Units Net Assets Units Net Assets Units Net Assets
Net assets at December 31, 2008 1.000 $(79,916) 1.0000 $(79,916) 2.000 $(159,832)
(Decrease) in net assets from operations:
Net investment (loss) (18,302) (18,302) (36,604)
Net (decrease) in net assets resulting from operations (18,302) (18,302) (36,604)
Net assets at December 31, 2009 1.000 (98,218) 1.000 (98,218) 2.000 (196,436)
(Decrease) in net assets from operations:
Net investment (loss) (30,935) (30,935) (61,870)
Net (decrease) in net assets resulting from operations (30,935) (30,935) (61,870)
Net assets at December 31, 2010 1.000 (129,153) 1.000 (129,153) 2.000 (258,306)
(Decrease) in net assets from operations:
Net investment (loss) (15,430) (137,382) (152,812)
Net realized gain (loss) from investments and foreign
currency transactions - 42,730 42,730
Net unrealized (depreciation) on investments - (7,430) (7,430)
Net (decrease) in net assets resulting from operations (15,430) (102,082) (117,512)
Capital contributions - - 2,203.674 2,155,371 2,203.674 2,155,371
Redemptions (1.000) (993) (256.077) (238,618) (257.077) (239,611)
Reallocation of initial offering costs 145,576 (145,576) -
Total increase in net assets (1.000) 144,583 1,947.597 1,771,177 1,946.597 1,915,760
Net assets at December 31, 2011 - $- 1,948.597 $1,539,942 1,948.597 $1,539,942
</table>
The accompanying notes are an integral part of the financial statements.
F-6
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Statements of Cash Flows
For the Years Ended December 31, 2011, 2010 and 2009
<table>
<s> <c> <c> <c>
2011 2010 2009
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from operations $(117,512) $(61,870) $(36,604)
Adjustments to reconcile net increase (decrease) in net assets from
operations to net cash (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses (7,833) 2,309 (6,790)
Unrealized depreciation on investments 7,430 - -
Increase (decrease) in accounts payable and accrued liabilities 15,982 (2,897) 3,573
Net cash (used in) operating activities (101,933) (62,458) (39,821)
Cash Flows from Financing Activities
Increase (decrease) in due to related parties (262,272) 62,500 39,750
Proceeds from sale of units 2,155,371 - -
Redemptions paid (239,611) - -
Net cash provided by financing activities 1,653,488 62,500 39,750
Net increase (decrease) in cash and cash equivalents 1,551,555 42 (71)
Cash and cash equivalents, beginning of year 405 363 434
Cash and cash equivalents, end of year $1,551,960 $405 $363
End of year cash and cash equivalents consists of:
Cash at broker $1,255,856 $- $-
Cash and cash equivalents 296,104 405 363
Total cash and cash equivalents $1,551,960 $405 $363
</table>
The accompanying notes are an integral part of the financial statements.
F-7
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
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 is engaged 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"). On July 7, 2011, the Fund commenced
business after admission of 26 members, with total subscriptions of $1,374,333
at a price of $1,000 per Unit. Through December 31, 2011 additional capital
contributions from members of $781,038 were received. The maximum offering is
$20,000,000. TriView Capital Management, Inc. (the "Corporate Managing
Member") and Michael Pacult (the "Individual Managing Member" and collectively
the "Managing Member") are the managing members and commodity pool operators
("CPO's") of the Fund. The CTA is GT Capital CTA ("GT Capital"), which has
the authority to trade as much of the Fund's equity as is allocated to it by
the Managing Member. The selling agent and introducing broker is Futures
Investment Company ("FIC"), which is owned and operated by Michael Pacult and
his wife.
Regulation - The Fund is a registrant 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, and of the rules and regulations of the
Financial Industry Regulation Authority ("FINRA"). The Fund is 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 is subject to the requirements of futures
commission merchants ("FCM's") and interbank market makers through which the
Fund trades and regulated by commodity exchanges and by exchange markets that
may be traded by the advisor.
2. Significant Accounting Policies
Offering Expenses and Organizational Costs - For financial reporting
purposes in conformity with accounting principles generally accepted in the
United States of America ("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 capitalized
all offering, organizational and operating costs until commencement of
business, July 7, 2011, which totaled $291,153. These costs are expensed and
amortized on a straight line basis for 60 months or sooner at the discretion
of the Managing Member.
As of December 31, 2011 and December 31, 2010, 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,
2011 2010 2011 2010
Net Asset Value for financial reporting purposes $1,539,942 $(258,306) $790.28 $(129,153.02)
Adjustment for initial offering costs 43,468 43,468 22.31 21,734.00
Adjustment for other offering, organizational and
operating expenses 213,465 216,838 109.55 108,419.02
Net Asset Value for all other purposes $1,796,875 $2,000 $922.14 $1,000.00
Number of Units 1,948.597 2.000
</table>
Registration Costs - Costs incurred for the initial filings with SEC, FINRA
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 fair
value on the last business day of the reporting period.
Fair value of forward contracts, futures and other investments is based upon
exchange or other applicable closing quotations related to the specific
positions.
Interest income will be recognized when it is earned.
Other Income - Other income consists of $20,000 of offering and
organizational costs which were previously incurred, but were subsequently
absorbed in accordance with the S-1, which was approved by the SEC on August
10, 2010.
F-8
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
2. Significant Accounting Policies - Continued
Fair Value Measurement and Disclosures - 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 year ended December 31, 2011 and 2010,
the Fund did not have any Level 3 assets or liabilities.
The following table sets forth by level within the fair value hierarchy the
Fund's investments accounted for at fair value on a recurring basis as of
December 31, 2011. There were no investments as of December 31, 2010.
<table>
<s> <c> <c> <c> <c>
Fair Value at December 31, 2011
Description Level 1 Level 2 Level 3 Total
Exchange Traded - Futures Contracts $(7,430) $- $- $(7,430)
Total $(7,430) $- $- $(7,430)
</table>
Income Taxes - The Fund prepares calendar year U.S. Federal and applicable
state information tax returns and reports to the partners their allocable
shares of the Fund's income, expenses and trading gains or losses. No
provision for income taxes has been made in the accompanying financial
statements as each partner is individually responsible for reporting income or
loss based on such partner's respective share of the Fund's income and
expenses as reported for income tax purposes.
Management has continued to evaluate the application of Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 740,
"Income Taxes" to the Fund and has determined that ASC 740 does not have a
material impact on the Fund's financial statements. The Fund files federal and
state tax returns. The 2008 through 2011 tax years generally remain subject to
examination for the U.S. federal and most state tax authorities.
Statement of Cash Flows - For the purposes of the Statement of Cash Flows,
the Fund considers all short-term investments with an original maturity of
three months or less 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, 2011, 2010 or 2009.
Foreign Currency - The accounting records of the Fund are denominated in
U.S. dollars. Assets and liabilities denominated in currencies other than U.S.
dollars are translated into U.S. dollars at the exchange rates in effect on
the valuation date. Commodity futures contracts transactions are translated
into U.S. dollars at the exchange rates on the dates of such transactions. On
the accompanying financial statements, effects of changes in exchange rates
from all transactions denominated in currencies other than U.S. dollars are
disclosed separately.
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.
Reclassifications - Prior year investment and other income ratios to average
net assets were reclassified to investment income (loss) to average net assets
to conform to current year presentation.
F-9
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
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.
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.
4. The Limited Liability Company ("LLC") 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 no redemption fee;
however there will be a twelve month lock-in commencing from the date of
admission of an investment.
5. Fees
The Fund was initially charged the following fees after the commencement of
trading.
A monthly management fee of 2.5% (annual rate) paid to the Corporate
Managing Member, calculated on the Fund's prior month-end net assets.
Brokerage commissions to the Fund's affiliated introducing broker, FIC, of $15
per round turn.
As of September 1, 2011, the Fund no longer paid FIC round turn brokerage
commissions and no longer paid the Corporate Managing Member a management fee.
Instead, the Fund is charged 10% (annual rate) fixed brokerage commissions,
paid monthly, calculated on the prior month-end net assets, with 7.5% paid to
FIC and 2.5% to the Corporate Managing Member.
A monthly management fee of 1% (annual rate) paid to GT Capital calculated
on the prior month-end equity allocated to it to trade.
A quarterly incentive fee of 20% of new net profits paid to GT Capital. In
October 2011, the Managing Member allocated approximately 50% of Fund trading
equity to a separate program offered by GT Capital maintained in a separate
account at the FCM, held in the name of the Fund. For purposes of calculating
the quarterly incentive fee, the net performance of both programs is combined.
The incentive fee for the year ended December 31, 2011 was $2,438. There were
no incentive fees for the years ended December 31, 2010 and 2009.
The Managing Member has reserved the right to implement a management fee and
change the incentive fee at its sole discretion. The total incentive fees may
be increased to 27% if the management fee is zero. The Fund may also increase
the total management fees paid to the CTA's and Corporate Managing Member to
6% of total net assets if the total incentive fees are decreased to 15%.
F-10
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
6. Related Party Transactions
The sole shareholder of the Corporate Managing Member made an initial member
capital contribution in the Fund of $1,000. He is also the sole shareholder
of TriView Capital Management, Inc., which along with the shareholder and
other affiliates, has temporarily funded the syndication costs incurred by the
Fund to date. A variable interest entity relationship existed between the
Corporate Managing Member and the Fund until July 7, 2011 when the Fund
commenced business. The Corporate Managing Member redeemed its interest July
31, 2011.
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.
Due to related parties at December 31, 2010 consisted of amounts due to the
Corporate Managing Member, TriView Capital Management, Inc., FIC, and Michael
Pacult, President of FIC, the Corporate Managing Member and TriView 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
cash advances were all repaid in 2011. The following balances were outstanding
as of December 31, 2010.
December 31,
2010
Futures Investment Company $194,108
Ashley Capital Management, Inc. 26,475
Corporate Managing Member 1,958
Michael Pacult 39,731
Balance due to related parties $262,272
The Fund pays commissions to the Corporate Managing Member and Futures
Investment Company, the introducing broker. These related parties are 100%
and 50%, respectively, owned by Michael Pacult. Related party commissions and
management fees were as follows:
Commissions included in expenses: For The Year Ended
December 31,
2011
Corporate Managing Member $12,474
Futures Investment Company 40,958
Total related party expenses $53,432
Management fees included in expenses: For The Year Ended
December 31,
2011
Corporate Managing Member $5,706
Total related party expenses $5,706
Commissions included in accrued expenses:
December 31,
2011
Corporate Managing Member $3,270
Futures Investment Company 3,347
Total accrued commissions payable to
related parties $6,617
Other operating expense includes $3,721 paid to Futures Investment
Corporation for postage and office supplies.
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-11
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
7. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts. The Fund is exposed to both market risk, the risk arising from
changes in market value of the contracts, and credit risk, the risk of failure
by another party to perform according to the terms of a contract.
A certain portion of cash in trading accounts are pledged as collateral for
futures trading on margin. Additional deposits may be necessary for any loss
on contract value. The Commodity Exchange Act requires a broker to segregate
all customer transactions and assets from such broker's proprietary
activities.
Each U.S. commodity exchange with the approval of the CFTC establishes
minimum margin requirements for each traded contract. The FCM may increase
the margin requirements above these minimums for any or all contracts. The
Fund maintains cash and cash equivalents to satisfy these margin requirements.
Cash and cash equivalents at December 31, 2011 was $1,551,960. Based upon the
types and amounts of contracts traded and the amount of liquid assets of the
Fund, the Managing Member believes there is minimal risk of not being able to
meet its margin requirement.
Trading in futures contracts involves entering into contractual commitments
to purchase or sell a particular futures contracts at a specified date and
price. The gross or face amount of the contract, which is typically many times
that of the Fund's net assets being traded, significantly exceeds the Fund's
future cash requirements since the Fund intends to close out its open
positions prior to settlement. As a result, the Fund is generally subject only
to the risk of loss arising from the change in the value of the contracts. The
market risk is limited to the gross or face amount of the contracts held on
long positions, of which there were approximately $26,901 at December 31, 2011
and none at December 31, 2010. However, when the Fund enters into a
contractual commitment to sell commodities, it must make delivery of the
underlying commodity at the contract price and then repurchase the contract at
prevailing market prices or settle in cash. Since the repurchase price to
which a commodity can rise is unlimited, entering into commitments to sell
commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.
The net unrealized loss on open futures contracts at December 31, 2011 was
$7,430.
Open contracts generally mature within three months of December 31, 2011.
The latest maturity for open futures contracts is February 2012. However, the
Fund intends to close all contracts prior to maturity.
There we no open futures contracts at December 31, 2010.
F-12
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
7. Trading Activities and Related Risks - Continued
The following tables discloses the fair values of derivative and hedging
activities in the Statements of Assets and Liabilities and the Statements of
Operations.
<table>
<s> <c> <c> <c> <c> <c>
Derivative Instruments
Statement of Assets and Liabilities
Asset Derivatives Liability Derivatives
at December31, at December 31,
Statement of Assets and Liabilities Location 2011 Fair Value 2011 Fair Value Net
Derivatives not designated as Futures contracts Net unrealized gain (loss) on open - $(7,430) $(7,430)
hedge instruments under ASC 815 futures contracts
</table>
<table>
<s> <c> <c> <c>
Derivative Instruments
Statement of Operations
Line Item in the For The Year Ended
Statement of Operations December 31, 2011
Derivatives not designated as hedge instruments under ASC 815 Futures contracts Net realized gain from investments
and foreign currency transactions $32,557
Derivatives not designated as hedge instruments under ASC 815 Options on Net realized gain from investments and
Futures foreign currency transactions $10,173
Derivatives not designated as hedge instruments under ASC 815 Futures contracts Net unrealized (depreciation) on
investments $(7,430)
</table>
Credit risk is the possibility that a loss may occur due to the failure of a
counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-13
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
8. Derivative Financial Instruments and Fair Value of Financial Instruments
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. As the instruments are recognized at fair value, those
changes directly affect reported income.
All investment holdings are recorded in the statement of 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.
9. Financial Instruments with Off-Balance Sheet Credit and Market Risk
All financial instruments are subject to market risk, the risk that future
changes in market conditions may make an instrument less valuable or more
onerous. As the instruments are recognized at fair value, those changes
directly affect reported income.
Included in the definition of financial instruments are securities,
restricted securities and derivative financial instruments. Theoretically,
the investments owned by the Fund directly are exposed to a market risk (loss)
equal to the notional value of the financial instruments purchased and
substantial liability on certain financial instruments purchased short.
Generally, financial instruments can be closed. However, if the market is not
liquid, it could prevent the timely close-out of any unfavorable positions or
require the Fund to hold those positions to maturity, regardless of the
changes in their value or the trading advisor's investment strategies.
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise
from financial instruments exist for groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.
10. Indemnifications
In the normal course of business, the Fund enters into contracts and
agreements that contain a variety of representations and warranties and which
provide general indemnifications. The Fund's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. The Fund expects the risk of any
future obligation under these indemnifications to be remote.
F-14
<page>
TriView Global Fund, LLC
(A Delaware Limited Liability Company)
Notes to the Financial Statements
December 31, 2011
11. Financial Highlights
<table>
<s> <c> <c> <c> <c> <c>
For the Years Ended December 31,
2011 2010 2009 2008 2007
Performance per unit (1)
Net unit value, beginning of the year $(129,153.02) $(98,218.00) $(79,916.00) $(58,837.00) $(39,537.00)
Investment income - 10,000.00 - - -
Expenses (15,423.32) (40,935.02) (18,302.00) (21,079.00) (19,300.00)
Net increase (decrease) prior to commencement
of operations (July 7, 2011) (15,423.32) (30,935.02) (18,302.00) (21,079.00) (19,300.00)
Reallocation of initial offering costs 145,576.34 (5)
Net unit value, initial subscription 1,000.00
Absorption of initial offering costs (211.54) (5)
Net unit value, commencement of operations (July 7, 2011) 788.46
Net realized and unrealized gain from
investments and foreign currency 75.22
Expenses (73.40)
Net increase after commencement
of operations 1.82
Net unit value at the end of the year $790.28 $(129,153.02) $(98,218.00) $(79,916.00) $(58,837.00)
Net assets at the end of the year ($000) $1,540 $(258) $(196) $(160) $(118)
Total return before incentive fee (20.85)% (2)(4) (31.50)% (22.90)% (35.83)% (39.24)%
Incentive fee (0.12)% (2)(4) - - - -
Total return after incentive fee (20.97)% (31.50)% (22.90)% (35.83)% (39.24)%
Number of units outstanding at the end of the year 1,948.597 2.000 2.000 2.000 2.000
Supplemental Data
Ratio to average net assets
Net investment (loss) before incentive fee (20.22)% (2)(3) (27.15)% (22.90)% (35.83)% (39.24)%
Incentive fee (0.20)% (2)(4) - - - -
Net investment (loss) after incentive fee (20.42)% (27.15)% (22.90)% (35.83)% (39.24)%
Expenses before incentive fee (20.22)% (2)(3) (35.93)% (22.90)% (35.83)% (39.24)%
Incentive fee (0.20)% (2)(4) - - - -
Expenses after incentive fee (20.42)% (35.93)% (22.90)% (35.83)% (39.24)%
</table>
Total return was calculated based on the change in value of a unit during
the period. Net realized and unrealized gain (loss) from investments and
foreign currency is a balancing amount necessary to reconcile the change in
net unit value. 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 income and expenses and net realized and unrealized gains and
losses on future transactions are calculated based on a single unit
outstanding during the period.
(2) Total return and ratios were calculated for the trading period of July
7, 2011 through December 31, 2011.
(3) Annualized.
(4) Not annualized.
(5) Also see Note 2 - Offering Expenses and Organizational Costs.
Reallocation of initial offering costs represents capitalized offering,
organizational and operating costs prior to commencement of operations
totaling $291,153 on a per unit basis. There were two units outstanding prior
to commencement of operations. Absorption of initial offering costs represents
capitalized offering, organizational and operating costs that were absorbed by
members at commencement of operations on a per unit basis. There were
1,376.333 units at commencement of operations.
F-15
<page>
TriView Global Fund, LLC
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2011, 2010 and 2009
*****************************************************************************
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-16
<page>
Triview Capital Management, Inc.
Financial Statements
December 31, 2011
Index to the Financial Statements
Page
Independent Auditor's Report F-2
Financial Statements
Balance Sheets F-3
Statements of Income F-4
Statements of Changes in Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-9
Purchase of units in the Fund will not acquire
or otherwise have any interest in the Managing Member.
F-1
<page>
Patke & Associates, Ltd.
Certified Public Accountants
Independent Auditor's Report
To the Board of Directors of
Triview Capital Management, Inc.
Dover, Delaware
We have audited the accompanying balance sheet of Triview Capital Management,
Inc. (a Delaware corporation) as of December 31, 2011, and the related
statements of income, equity and cash flows for the period July 7, 2011
through December 31, 2011. We have also audited the consolidated balance
sheet of Triview Capital Management, Inc. and subsidiary as of December 31,
2010, and the related consolidated statements of income, equity and cash flows
for the period January 1, 2011 through July 6, 2011, the years ended December
31, 2010 and 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 audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit involves
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide 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 Capital Management,
Inc. as of December 31, 2011, and the results of its operations and its cash
flows for the period July 7, 2011 through December 31, 2011 are in conformity
with accounting principles generally accepted in the United States of America.
Also in our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Triview Capital Management, Inc. and subsidiary as of December 31, 2010,
and the results of their operations and their cash flows for the periods
January 1, 2011 through July 6, 2011, the years ended December 31, 2010 and
2009 are in conformity with accounting principles generally accepted in the
United States of America.
/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
March 13, 2012
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
Triview Capital Management, Inc.
Balance Sheets
December 31, 2011 and 2010
2011 2010
(Unconsolidated) (Consolidated)
Assets
Current assets
Cash $204 $2,356
Prepaid expenses - 4,481
Commissions receivable 3,270 -
Due from investee company 1,000 -
Total current assets 4,474 6,837
Total assets $4,474 $6,837
Liabilities
Current Liabilities
Due to related parties 4,225 266,539
Accounts payable - 920
Total current liabilities 4,225 267,459
Equity
Stockholder's equity
Common stock, no par value; 1,500
shares authorized, 1,000 shares
issued and outstanding 1,000 1,000
Retained earnings (deficit) (751) (132,469)
Member's (deficit)
Noncontrolling interest - (129,153)
Total equity 249 (260,622)
Total liabilities and equity $4,474 $6,837
The accompanying notes are an integral part of the
consolidated financial statements
F-3
<page>
Triview Capital Management, Inc.
Statements of Income
<table>
<s> <c> <c> <c> <c>
Unconsolidated Consolidated
--------------- -----------------------------------------------
Period Period
From From
July 7, January 1,
to to
December 31, July 6, Year Ended December 31,
2011 2011 2010 2009
Income
Management and commission fees $18,179 $- $- $-
Other income - - 20,000 -
Total income 18,179 - 20,000 -
Expenses
Organizational and professional fees - 30,847 81,807 36,667
Net income (loss) 18,179 (30,847) (61,807) (36,667)
Net (loss) attributable to the
noncontrolling interest - (15,423) (30,935) (18,302)
Net income (loss) attributable to the
controlling interest $18,179 $(15,424) $(30,872) $(18,365)
</table>
The accompanying notes are an integral part of the
consolidated financial statements
F-4
<page>
Triview Capital Management, Inc.
Statements of Equity
For the Periods From Unconsolidated July 7, 2011 to December 31, 2011 and
Consolidated January 1, 2011 to July 6, 2011
and Years Ended December 31, 2010 and 2009
<table>
<s> <c> <c> <c> <c>
Stockholder's Equity Member's (Deficit)
------------------------------- -----------------------
Common Stock Retained Noncontrolling Total
Earnings Interest
(Deficit)
Consolidated balance as of January 1, 2009 $1,000 $(83,232) $(79,916) $(162,148)
Net (loss) (18,365) (18,302) (36,667)
Consolidated balance as of December 31, 2009 1,000 (101,597) (98,218) (198,815)
Net (loss) (30,872) (30,935) (61,807)
Consolidated balance as of December 31, 2010 1,000 (132,469) (129,153) (260,622)
Net (loss) (15,424) (15,423) (30,847)
Consolidated balance as of July 6, 2011 1,000 (147,893) $(144,576) $(292,469)
Loss of controlling financial interest in
affiliate 145,576
Unconsolidated balance of as July 7, 2011 1,000 (2,317)
Net income 18,179
Distributions (16,613)
Unconsolidated balance as of
December 31, 2011 $1,000 $(751)
</table>
The accompanying notes are an integral part of the
financial statements
F-5
<page>
Triview Capital Management, Inc.
Statements of Cash Flows
<table>
<s> <c> <c> <c> <c>
Unconsolidated Consolidated
--------------- -----------------------------------------------
Period Period
From From
July 7, January 1,
to to
December 31, July 6, Year Ended December 31,
2011 2011 2010 2009
Cash Flows from Operating Activities
Net income (loss) $18,179 $(30,847) $(61,807) $(36,667)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating activities:
(Increase) decrease in prepaid expenses - 4,481 2,309 (6,790)
(Increase) in commissions receivable (3,270) - - -
Increase (decrease) in accounts payable - (920) (2,897) 3,573
Net cash (used in) operating activities 14,909 (27,286) (62,395) (39,884)
Cash Flows from Financing Activities
Decrease in due from related parties 1,958 - - -
Increase (decrease) in due to related parties (2,050) 27,400 62,500 39,750
Stockholder distributions (16,614) - - -
Net cash provided by financing activities (16,706) 27,400 62,500 39,750
Net increase (decrease) in cash (1,797) 114 105 (134)
Cash at the beginning of the period 2,001 2,356 2,251 2,385
Cash at the end of the period $204 $2,470 $2,356 $2,251
</table>
The accompanying notes are an integral part of the
consolidated financial statements
F-6
<page>
Triview Capital Management Inc.
Notes to the Financial Statements
December 31, 2011
1. Nature of the Business
"Triview Capital Management, Inc. (the ""Managing Member"") was formed
September 30, 2004 under the laws of the state of Delaware. It is registered
as a commodity pool operator by the National Futures Association pursuant to
the Commodity Exchange Act, 7 USC Sec. 1, et seq. The Managing Member and
Michael Pacult are the managing members and commodity pool operators of
TriView Global Fund, LLC (the ""Fund"" and collectively referred to as the
""Company""). The Fund was a 50% owed subsidiary of the Managing Member up
until July 7, 2011, when the Fund commenced business and admitted 26 members
with total subscriptions of $1,374,333. Previously the Company was in the
development stage and its efforts through July 6, 2011 had been principally
devoted to organizational activities.
"
The Fund was formed on October 1, 2004 under the laws of the State of
Delaware. The Fund is engaged 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").
2. Significant Accounting Policies
Regulation - The Fund is a registrant with the Securities and Exchange
Commission ("SEC") pursuant to the Securities and Exchange 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 and the rules and regulations of
the Financial Industry Regulation Authority ("FINRA"). The Fund is also
subject to the regulations of the Commodities Futures Trading Commission, an
agency of the U.S. government which regulates most aspects of the commodity
futures industry, the rules of the National Futures Association and the
requirements of various commodity exchanges where the Fund executes
transactions. Additionally, the Fund is subject to the requirements of
futures commission merchants and interbank market makers through which the
Fund trades.
Offering Expenses and Organizational Costs - Offering Expenses and
Organizational Costs - For financial reporting purposes in conformity with
accounting principles generally accepted in the United States of America
("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 capitalized all offering,
organizational and operating costs until commencement of business, July 7,
2011, which totaled $291,153. These costs are expensed and amortized on a
straight line basis for 60 months or sooner at the discretion of the Managing
Member.
Registration Costs - Costs incurred for the initial filings with SEC, FINRA
and the states where the offering is expected to be made are included in the
offering expenses and, accordingly, are accounted for as described under
"Offering Expenses and Organization Costs".
Use of Accounting Estimates - The accompanying financial statements have
been prepared in accordance with GAAP. The preparation of financial
statements in accordance 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 the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
F-7
<page>
Triview Capital Management Inc.
Notes to the Financial Statements
December 31, 2011
2. Significant Accounting Policies, Continued
Principles of Consolidation - The consolidated financial statements include
the accounts of the Fund through July 6, 2011 since the Managing Member held a
variable interest and was deemed to be the primary beneficiary. The Managing
Member had a controlling interest in the Fund since it was the only voting
member. The Managing Member was the primary beneficiary since it had the
obligation to absorb the losses of the Fund. All significant intercompany
accounts and transactions were eliminated. The Fund had no revenue through
July 6, 2011.
On July 7, 2011, the Fund became active thereby eliminating the controlling
interest the Managing Member had in the Fund. Accordingly, after that date,
the financial statements only report the financial results for the Managing
Member as it was no longer the primary beneficiary.
Income Tax Status - No provision for income taxes has been made in these
financial statements because each stockholder/member is individually
responsible for reporting income or loss based on his respective share of the
Company's income and expenses as reported for income tax purposes.
Management has continued to evaluate the application of ASC 740, "Income
Taxes", and has determined that no reserves for uncertain tax positions were
required to have been recorded as a result of the adoption of ASC 740. There
are no tax positions for which it is reasonably possible that the total
amounts of unrecognized tax benefits will significantly increase or decrease
within twelve months. The 2008 through 2011 tax years generally remain subject
to examination by 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,
2011, 2010 and 2009.
Fair Value Measurement and Disclosures - ASC 820, "Fair Value Measurements
and Disclosures", 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, 2011 and 2010,
the Company did not have any Level 3 assets or liabilities.
F-8
<page>
Triview Capital Management Inc.
Notes to the Financial Statements
December 31, 2011
3. Related Party Transactions
The sole stockholder 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 stockholder and other affiliates, has temporarily funded
the syndication costs incurred by the Fund to date. This interest was
redeemed effective July 31, 2011.
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.
Due to related parties at December 31, 2011 and 2010 consisted of amounts
due Ashley Capital Management, Inc., Futures Investment Company ("FIC"), 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 to the Company. These amounts bear no interest or
due dates and are unsecured. The following balances were outstanding as of
December 31, 2011 and 2010:
December 31,
2011 2010
Ashley Capital Management, Inc. $4,225 $30,700
FIC - 194,108
Michael Pacult - 41,731
Due to related parties $4,225 $266,539
The Fund had a balance of $1,958 due to the Managing Member at December 31,
2010, which was eliminated in consolidation.
"The Managing Member had an investment in the Fund, which was redeemed July
31, 2011. The balance due the Managing Member is in due from investmee company
at December 31, 2011.
"
The Managing Member earned $18,179 in management and commission fees for the
period July 7, 2011 to December 31, 2011 and was due $3,270 in commissions
receivable from the Fund at December 31, 2011. Related party revenue at
December 31, 2011 accounted for 100% of the management and commission fees on
the statement of income.
4. Concentrations
The Fund will maintain all of its initial subscription deposit 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.
5. Subsequent Events
Management evaluated subsequent events through March 13, 2012, the date the
financial statements were available to be issued. There were no subsequent
events to disclose.
F-9
<page>
Part II
Statement of Additional Information
TriView Global Fund, LLC
This Statement of Additional Information is the second part of a two-part
document and should be read in conjunction with Part I of TriView Global
Fund's disclosure document dated April __, 2012, both of which are combined in
this single prospectus. A free copy of Part I may be requested by writing to
the managing member at 5914 N. 300 West, Fremont, IN 46737.
Appendixes & Exhibits
Summary of the Fund 3
Checks and Balances 4
Pro Forma Performance 5
Correlation Comparison 6
Fund and Offering Details 7
The Opportunity 8
Why Triview Global Fund? 8
Investment Factors 8
Value of Diversification - Managed Futures Industry 9
Managed Futures vs. Stocks During Draw-Downs 11
The Futures Markets 12
Advantages of Managed Futures Fund Investments 13
Important Disclosures 14
Appendix I - Commodity Terms and Definitions; State Regulatory Glossary
Appendix II - Privacy Statement
Appendix A - LLC Operating Agreement
Appendix B - Request for Redemption
Appendix C - Suitability Information
Appendix D - Subscription Agreement and Power Of Attorney
Appendix E - Depository Agreement
Appendix F - Investment Advisory Contract - GT Capital CTA
The date of this Statement of Additional Information is April __, 2012
SAI 1
<page>
TriView Global Fund, LLC
* Principal of Commodity Pool Operator has 32 years experience in managed
futures
* Principal of trading advisor has over six years trading experience
* Low historical correlation to stocks and bonds
* Profit potential (and risk of loss) in both rising and falling markets
* Participation in a wide variety of global markets
* Monthly liquidity after first twelve months
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
THE OFFERING OF UNITS IN TRIVIEW GLOBAL FUND, LLC (THE "FUND") CAN ONLY BE
MADE IN CONJUNCTION WITH PART I OF THIS PROSPECTUS, WHICH CONTAINS IMPORTANT
INFORMATION REGARDING CERTAIN RISKS ASSOCIATED WITH THE FUND AND SHOULD BE
READ CAREFULLY AND RETAINED BY ANYONE CONSIDERING INVESTMENT IN THE FUND. THE
UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION, THE COMMODITY FUTURES
TRADING COMMISSION, OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE. AN INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK.
SAI 2
<page>
SUMMARY OF THE FUND
Fund Objectives
TriView Global Fund, LLC allows investors to participate in a range of markets
within a single investment. With access to an array of market sectors and
investment opportunities, an investment in the Fund may encompass everything
from stock index futures to commodity futures. TriView also provides investors
with the potential for above average rates of return, as well as an important
diversification from stocks, bonds and mutual funds through professionally
managed futures investment. Markets traded by the Fund may include global
equity indices, global interest rates, foreign currencies, metals, energy
products, and agricultural commodities.
Professional Management
The advisor selected by the Managing Member to trade on behalf of the Fund is
GT Capital CTA. The principal of GT Capital has over six years experience in
professional money management, though past performance is not necessarily
indicative of future results. GT Capital's performance record appears in Part
I of this prospectus.
Portfolio Diversification
The ability of futures trading advisors to trade in a market by going either
long or short creates profit potential in both rising and falling markets. The
strategy of the Fund acts independently of economic prosperity, interest rates
or currency stability. Futures trading advisors can perform as well in a bear
market as in a bull market. Of course, where there is profit potential, there
is also risk of loss. The correlation between the performance of managed
futures funds and stocks and bonds has historically been very low. Thus,
managed futures funds provide vital diversification for suitable investors.
Limited Risk
An investor in the Fund has limited liability and is liable for principal and
profits only.
Liquidity
Investors in the Fund can generally withdraw their capital at the net asset
value as of the end of any month, with ten days advance written notice. Please
note, there is a twelve month lock-in before investors are eligible for
redemption.
Administrative Convenience
The Fund's Managing Member sends each investor a comprehensive monthly
statement showing the results of the Fund's previous month's trading. The
Managing Member provides audited reports for the Fund and a year-end statement
containing a Form K-1 for investor income tax preparation. Investors may call
their financial advisor, or the Managing Member, for intra-month updates if
desired.
The Managing Member
The Fund's Managing Member is TriView Capital Management, Inc., whose
principal is Mr. Michael Pacult, experienced in the field of managed futures
in the United States since 1980. The Managing Member of the Fund encourages
you to read the accompanying prospectus for a more detailed description of the
advantages and risks associated with an investment in the Fund.
Selling Agent
The Fund is offered through Futures Investment Company, which is registered
with the Financial Industry Regulatory Authority. Futures Investment Company,
through its affiliate relationship with TriView Capital Management, Inc., is
the selling agent for the Fund. Futures Investment Company is also a member
of SIPC, and registered with the SEC and CFTC, and is an NFA member.
Fund Advantage
One of the major advantages of the TriView Global Fund, LLC is that the Fund
allows access to the trading advisor at the substantially lower minimum
investment requirement of $25,000. To invest with this advisor separately,
through an individually managed account, would require a substantially higher
minimum investment.
SAI 3
<page>
Checks and Balances
The following is to advise you of the structure of the Fund's business, which
is a combination of independently functioning and regulated organizations that
provide a system of checks and balances on the accuracy and integrity of one
another and your investment.
Broker: Your broker and his or her Broker/Dealer are regulated by the
Securities and Exchange Commission (SEC), the Financial Industry Regulatory
Authority (FINRA), formerly the National Association of Securities Dealers
(NASD), and the various state securities boards in which they operate.
CPO: The Fund managers are registered pursuant to the US Commodity Exchange
Act in accordance with rules established by the US Commodity Futures Trading
Commission (CFTC) as Commodity Pool Operators (CPOs). The Fund CPOs are
regulated by the National Futures Association (NFA), a CFTC authorized self
regulatory organization. The corporate CPO's financial statements are
audited annually by an independent Certified Public Accounting firm, Patke &
Associates, Ltd. In addition to auditing the financial statements of the
CPO, Patke also audits the Fund financial statements.
CTA: The CPO selects one or more independent traders who are registered
pursuant to the US Commodity Exchange Act as Commodity Trading Advisors
(CTAs). The CTA is then granted authority to enter trades utilizing the
amount of money the CPO grants the CTA for that purpose. The CTA is
regulated by the NFA.
FCM: The CTA executes the Fund trades with an independent Futures Commission
Merchant (FCM), Vision Financial Markets LLC, which is a registered member of
various world-wide futures exchanges. The FCM and the US exchanges are
regulated pursuant to the Commodity Exchange Act and are audited by the NFA.
All Fund trades are executed as standardized futures contracts that have
complete transparency.
Assets: All investor funds are pooled and held in the name of the Fund. Fund
assets may be held at the FCM as margin for trading, in a Fund checking
account to pay Fund expenses as necessary, in T-Bills in a Treasury Direct
account at the US Treasury, and also in the Wells Fargo 100% Treasury Money
Market Fund, which invests only in US Treasuries.
Statements: At the end of each trading day, the FCM generates an account
statement that shows the day's trading activity, if any, and the Fund's open
market positions, if any, which shows the original date and price of each
commodity contract marked to the market's daily close. This produces a
resulting unrealized profit or loss on each position, as well as the total
value of the Fund account. The CPO, CTA, and independent Fund bookkeeper all
review the account statements daily.
Bookkeeper: The independent bookkeeper produces a daily and monthly report of
the Fund's Net Asset Value (NAV) per Unit, both of which are immediately
reviewed by the CPO when completed, and compared to the CPO's own records. In
addition to the Fund bookkeeping, the bookkeeper completes the accounting and
sends out the monthly individual investor statements.
Auditor: All of the bookkeeper's activities with respect to the preparation
of the Fund financial statements are reviewed and audited by Patke &
Associates, Ltd., the Fund's independent CPA, which in turn is subject to the
rules and regulations of the American Institute of Certified Public
Accountants (AICPA) and the Public Company Accounting Oversight Board (PCAOB).
Legal: The Fund employs independent law firms to work with the bookkeeper and
auditor to produce and update the Fund prospectus and to keep in compliance
and interface with the SEC, FINRA, NFA, CFTC, and various state securities
administrators to submit the required regulatory filings as periodically
required.
Although your investment in futures presents the risk of loss from the trades
made, please be assured that all of us-your broker, the CPO, CTA, FCM,
bookkeeper, auditor, and attorneys -while independent from each other, are
working together in a system of checks and balances to monitor your investment
for performance, accuracy, integrity, and safety to be certain the reports of
earnings and losses to you are accurate and complete.
SAI 4
<page>
Pro Forma Performance
The below two capsules reflect (1) the performance of GT Capital CTA's Dynamic
Trading Program that will be traded on behalf of the Fund, as well as (2) the
performance of the principal of the trading advisor, Guerman Teitelbaoum, who
has traded his proprietary account since April, 2003. Both are pro forma
presentations that include all Fund fees and expenses that are disclosed in
Part I of this disclosure document. Though the Fund will allocate interest
income to the benefit of its investors, the below pro formas do not include
interest income. You will acquire no interest in the program below through
a purchase in TriView Global Fund.
Pro Forma Performance of the Trading Advisor's Dynamic Trading Program
June 2009 (inception) - February 2012
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. AROR
2012 -4.17 -4.43 -8.42
2011 0.38 -7.49 10.83 -9.56 18.63 1.96 -1.43 0.87 2.64 2.51 -1.05 -0.90 15.52
2010 1.10 1.65 -5.44 -3.97 5.04 1.64 0.35 -0.92 0.63 -5.62 -3.90 0.11 -9.49
2009 1.88 0.06 0.99 4.23 -0.27 3.22 0.91 11.47
</table>
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Pro Forma Performance of the Proprietary Account of the Principal of the
Trading Advisor
April 2003 (inception) - February 2012
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. AROR
2012 -4.09 -0.98 -5.03
2011 -0.13 -5.56 6.40 -10.02 17.13 1.59 -2.07 6.86 1.96 2.22 -0.44 -0.44 16.18
2010 0.59 1.29 -6.68 -2.38 5.91 1.37 0.10 -1.44 0.33 -5.62 -4.08 -0.27 -10.93
2009 5.43 1.44 4.06 1.56 -0.43 1.57 -0.66 0.42 2.39 -0.21 0.79 0.41 17.91
2008 4.89 -0.37 1.41 4.31 2.15 2.39 0.09 0.11 6.97 17.45 17.04 -5.49 61.02
2007 10.76 2.83 1.89 5.09 1.66 0.54 4.16 2.63 -1.59 6.77 1.72 -0.84 41.25
2006 -9.07 1.53 -0.26 -23.26 -0.95 -1.07 -1.06 15.35 -2.46 5.72 6.97 0.25 -12.64
2005 1.39 1.72 2.16 0.17 -0.33 4.74 -3.81 6.00 5.90 4.15 -6.70 1.55 17.38
2004 -3.34 -0.89 2.19 -0.05 3.68 2.75 1.52 6.88 5.78 -15.13 -1.40 -0.55 -0.41
2003 0.00 3.62 0.60 5.63 1.17 4.68 6.75 2.14 -6.91 18.38
</table>
Value of Initial $10,000 Investment Performance vs. Benchmarks
April 2003 - February 2012 April 2003 - February 2012
The S&P 500 and NASDAQ 100 indices are unmanaged and are generally
representative of certain portions of the U.S. equity markets. The Barclay CTA
Index is representative of the average performance of Commodity Trading
Advisors reporting to the Barclay CTA Database. These indices are shown for
illustrative purposes only and are not indicative of any fund's performance.
An investor cannot invest directly in an index. Moreover, indices do not
reflect commissions or fees which might be charged to a similar fund and which
might materially affect the performance data presented.
THE ABOVE TABLE AND TWO GRAPHS WERE PREPARED BY THE FUND AND REFLECTS THE
TRADING ADVISOR'S PROPRIETARY PERFORMANCE ADJUSTED TO REFLECT THE FUND'S
ESTIMATED EXPENSES AND FEE STRUCTURE. AN INVESTMENT IN TRIVIEW GLOBAL FUND,
LLC INVOLVES SUBSTANTIAL RISK AND MAY RESULT IN THE COMPLETE LOSS OF PRINCIPAL
INVESTED. A PURCHASE OF UNITS IN THE FUND DOES NOT RESULT IN ANY INTEREST IN
THE MANAGING MEMBER, THE TRADING ADVISOR, OR ANY COMMODITY POOL EXCEPT TRIVIEW
GLOBAL FUND. TRADING IN THE FUTURES, AND OPTIONS ON FUTURES MARKETS IS
SPECULATIVE, INVOLVES SUBSTANTIAL RISK, AND IS NOT SUITABLE FOR ALL INVESTORS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
SAI 5
<page>
Correlation Comparison
Performance through Diversification
The value of diversification can be seen by looking at the correlation
comparison of the principal of the Advisor's pro forma proprietary performance
versus benchmark stock market and trading advisor indices.
Since inception in April 2003, not only has the program outperformed the major
indices, but was also not correlated to such indices. In general, this
attribute will allow investors to potentially reduce the risk and improve the
performance in their portfolios through diversification.
The below is a pro forma representation of the proprietary trading of the
principal of the Advisor that includes all Fund fees and expenses that are
disclosed in Part I of this prospectus. For the performance of the Advisor,
GT Capital CTA, please see page 31 of Part I of this prospectus. You will
acquire no interest in this program through a purchase in TriView Global Fund.
Annual Rates of Return of GT Pro Forma, vs. Benchmarks
April 2003 - February 2012
GT Pro Forma S&P 500 NASDAQ 100 Barclay CTA
2003 (Apr-Dec) 18.38% 31.10% 44.09% 7.89%
2004 -0.41% 9.00% 10.45% 3.31%
2005 17.38% 3.01% 1.48% 1.71%
2006 -12.64% 13.62% 6.78% 3.55%
2007 41.25% 3.55% 18.67% 7.66%
2008 61.02% -38.50% -41.90% 14.09%
2009 17.91% 23.45% 53.54% -0.10%
2010 -10.93% 12.79% 19.23% 7.05%
2011 16.18% -0.02% 2.71% -2.99%
2012 -5.03% 8.60% 15.17% 0.86%
Value of Initial $10,000 Investment in GT Pro Forma vs. Benchmarks
April 2003 - February 2012
Total Value Ave. Annual ROR
GT Pro Forma $31,862 15.61%
S&P 500 $16,981 7.86%
NASDAQ 100 $26,441 14.51%
Barclay CTA $15,089 4.69%
$10,000 invested April 2003 in GT Pro Forma would be worth $31,862
$10,000 invested April 2003 in the S&P 500 would be worth $16,981
$10,000 invested April 2003 in the NASDAQ 100 would be worth $26,441
$10,000 invested April 2003 in Barclay CTA would be worth $15,089
Correlation Comparison
<table>
<s> <c> <c> <c> <c>
April 2003 - February 2012
Total Months: 107 GT Pro Forma S&P 500 NASDAQ 100 Barclay CTA
Performance
Total Rate of Return 218.62% 69.81% 164.41% 50.89%
Ave. Annual Rate of Return 15.61% 7.86% 14.51% 4.69%
Risk
Worst Peak-to-Valley Drawdown* -35.09% -52.56% -50.12% -7.73%
Standard Deviation of Annual Returns** 23.34% 18.37% 25.68% 4.95%
Statistics
Sharpe Ratio*** 0.60 0.33 0.49 0.59
Correlation to GT Pro Forma 1.00 -0.64 -0.40 0.54
</table>
* Worst Peak-to-Valley Drawdown is the greatest cumulative percentage decline
in month end net asset value of the program due to losses sustained by an
account during any period in which the initial month-end net asset value of an
account is not equaled or exceeded by a subsequent month-end net asset value
of the account and includes the time period in which it occurred.
** Standard Deviation shows the annualized performance volatility by
quantifying the amount of dispersion you can expect performances to fall
around the average or mean return.
*** Sharpe Ratio is a risk-adjusted measure used to determine reward per unit
of risk. The higher the ratio, the better the fund's historical risk-adjusted
performance. The measure uses a compounded annual return minus the available
annual risk free rate in 13-week T-Bill returns divided by average annual
standard deviation.
The S&P 500 and NASDAQ 100 indices are unmanaged and are generally
representative of certain portions of the U.S. equity markets. The Barclay CTA
Index is representative of the average performance of Commodity Trading
Advisors reporting to the Barclay CTA Database. These indices are shown for
illustrative purposes only and are not indicative of any fund's performance.
An investor cannot invest directly in an index. Moreover, indices do not
reflect commissions or fees which might be charged to a similar fund and which
might materially affect the performance data presented.
THE ABOVE TABLES WERE PREPARED BY THE FUND AND REFLECTS THE TRADING ADVISOR'S
PROPRIETARY PERFORMANCE ADJUSTED TO REFLECT THE FUND'S ESTIMATED EXPENSES AND
FEE STRUCTURE. AN INVESTMENT IN TRIVIEW GLOBAL FUND, LLC INVOLVES SUBSTANTIAL
RISK AND MAY RESULT IN THE COMPLETE LOSS OF PRINCIPAL INVESTED. A PURCHASE
OF UNITS IN THE FUND DOES NOT RESULT IN ANY INTEREST IN THE MANAGING MEMBER,
THE TRADING ADVISOR, OR ANY COMMODITY POOL EXCEPT TRIVIEW. PAST PERFORMANCE
IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. TRADING IN THE FUTURES AND
OPTIONS ON FUTURES MARKETS IS SPECULATIVE, INVOLVES SUBSTANTIAL RISK, AND IS
NOT SUITABLE FOR ALL INVESTORS. PAST PERFORMANCE IS NOT NECESSARILY
INDICATIVE OF FUTURE RESULTS.
SAI 6
<page>
Fund and Offering Details
The Fund
Investment Goal Medium to Long-Term Capital Appreciation
Managing Member TriView Capital Management, Inc.
Trading Advisors GT Capital CTA
Clearing Brokers Vision Financial Markets LLC
The Offering
Minimum Investment $25,000
Increment Amount $1,000
Subscription Fee None
Subscription Price Net Asset Value
Subscription Notice Subscriptions Available Monthly with Five Business
Days Notice
Subscription Procedure Subscribers Must Complete, Execute and Deliver to
Their Selling Agents the Subscription Agreement and Power of Attorney
Signature Page attached to this Prospectus as Appendix D.
Redemption Notice Liquidity Available Monthly, Beginning Thirteenth Month with
Ten Days Notice
Investor Liability Limited to the Amount of Capital Invested
Investor Suitability Net Worth of $250,000 -or-
Income of $70,000 and Net Worth of $70,000
Plus Specific State Requirements
Please Refer to Part I of the Prospectus
for Additional Information
Fees and Expenses
Selling Agent Compensation Up front selling commission of 6% of gross
subscription proceeds, and $2,000 in legal fees associated with the review of
this offering by FINRA that the Fund has paid.
Introducing Broker Compensation
7.5% Annual Fixed Brokerage Commissions of Fund Net Assets
Managing Member Compensation 2.5% Annual Fixed Brokerage Commissions of Fund
Net Assets
Trading Advisor Compensation Management Fee of 1% Annually of Assets
Allocated to Trading
Incentive Fee of 20% of New Net Profit Quarterly
Accounting, Legal & Misc. Estimated $40,000 annually if the minimum is
sold and $105,000 annually if the maximum is sold
Redemption Fee / Lock-in No Redemption Fee; Twelve Month Lock-In
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The Opportunity
* Professionally managed futures funds offer access to global markets,
along with the potential to profit from rising or falling markets.
* Professionally managed futures funds add an important component to a
diversified growth portfolio.
* In the opinion of the Managing Member, TriView Global Fund, LLC offers a
more simple and effective way to participate in futures through use of a
successful futures trading advisor than through a managed account or
discretionary trading yourself.
How to Subscribe
* After reviewing the Prospectus, please complete and sign the items in
the Subscription Agreement attached as Appendix D.
* Forward the Subscription Agreement and a check made payable to "Star
Financial Bank for the exclusive benefit of the customers of TriView Global
Fund, LLC" to your broker or investment advisor.
The Fund is open to qualified investors and the current minimum investment is
$25,000. New investments are entered into the Fund at the end of the month in
which they are received and must be received on the 5th business day prior to
the end of the month.
WHY TRIVIEW GLOBAL FUND?
WHY A MANAGED FUTURES FUND?
Managed futures investments are intended to generate long-term capital growth
by providing global portfolio diversification. This diversification can be
utilized by investing in the Fund. A primary reason to invest in a managed
futures (alternative investment) product, such as TriView Global Fund, is to
obtain a diversified portfolio of investments that has the potential to
improve returns while protecting against risk. This is possible because
managed futures (alternative investment) products historically have not been
correlated to traditional markets, such as stocks and bonds.
The TriView Global Fund employs a professional commodity trading advisor, GT
Capital CTA, that trades as many as 15 futures markets worldwide using
proprietary trading systems. The principal of the trading advisor has
consistently produced positive returns in his proprietary account, even during
down markets, due to diversified trades and the ability to spot trends, while
insuring strict risk controls are always in place. Of course, past
performance is not necessarily indicative of future results.
WHY NOW?
The recent fluctuation in world markets has demonstrated that long-only equity
portfolios cannot make money during downward cycles. The Fund adds much needed
diversification in the form of an asset class that does not correlate to
stocks, bonds or real estate.
INVESTMENT FACTORS
THE ADVANTAGES OF NON-CORRELATION AND DIVERSIFICATION OF YOUR PORTFOLIO
The Nobel Prize for Economics in 1990 was awarded to Dr. Harry Markowitz for
demonstrating that the total return can increase, and/or risk can be reduced,
when portfolios have positively performing asset categories that are
essentially non-correlated. Even many seemingly diverse portfolios may
actually be quite correlated. For instance, over time, alternative investment
classes such as real estate and international stocks and bonds may correlate
closely with domestic equities as the global economy expands and contracts.
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Historically, alternative investments such as managed futures funds have had
very little correlation to the stock and bond markets. TriView Capital
Management, Inc. believes that the performance of the Fund should also exhibit
a substantial degree of non-correlation (not necessarily, however, negative
correlation) with the performance of traditional equity and debt portfolio
components, in part because of the ease of selling futures short. This feature
of futures -- being able to be long or short a futures position with similar
ease - means that profit and loss from futures trading is not dependent upon
economic or geopolitical prosperity or stability.
However, non-correlation will not provide any diversification advantages
unless the non-correlated assets are outperforming other portfolio assets, and
there is no guarantee that the Fund will outperform other sectors of an
investor's portfolio (or not produce losses). Additionally, although adding
managed futures funds to a portfolio may provide diversification, managed
futures funds are not a hedging mechanism and there is no guarantee that
managed futures funds will appreciate during periods of inflation or stock and
bond market declines.
Non-correlated performance should not be confused with negatively correlated
performance. Non-correlation means only that the Fund's performance will
likely have no relation to the performance of equity and debt instruments,
reflecting TriView Capital's belief that factors that affect equity and debt
prices may affect the Fund differently and that certain factors which affect
the former may not affect the latter. The net asset value per unit may decline
or increase more or less than equity and debt instruments during both rising
and falling markets. TriView Capital has no expectation that the Fund's
performance will be negatively correlated to the general debt and equity
markets, i.e., likely to be profitable when the latter are unprofitable or
vice versa.
VALUE OF DIVERSIFICATION - MANAGED FUTURES INDUSTRY
Money Under Management in Managed Futures
Money Under Management in Managed Futures is updated on a quarterly basis and
is usually ready by month end of the month following the quarter. Money Under
Management during the 2nd quarter 2011 was $299 billion.
This chart was prepared by the Fund and shows industry growth since 1980 using
data obtained from Barclay Trading Group, Ltd. See the glossary in Appendix I
of this Statement of Additional Information for information integral to this
chart. This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular.
MARKET DIVERSIFICATION
The trading advisor's proprietary systems are designed to ensure minimal
correlation to traditional investments. The spectrum of traded instruments
globally consists of up to 15 futures markets in both commodity and financial
futures. Fundamental to the Fund's selection of CTA's is low correlation
among the different instruments it trades and high liquidity for order
execution.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular.
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PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
HISTORICAL CORRELATION
The chart below shows the historical correlation of the monthly returns of the
S&P 500 Index with (2) the NASDAQ Composite Index, (3) the MSCI Europe,
Australasia, Far East (EAFE) Index, (4) global bonds, as represented by the
Barclay Aggregate Bond Index, and (5) managed futures investments, as
represented by the Barclay CTA Index. This low correlation shows that managed
futures have a tendency to behave somewhat independently from stocks.
Historical Correlation of Monthly Returns
With The S&P 500 Index
January 1980* - February 2012
* Barclay CTA data was not available prior to 1980.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular. The S&P 500, NASDAQ composite, and MSCI
Europe, Australia, Far East indices are unmanaged and are generally
representative of certain portions of the U.S. and global equity markets. The
Barclay Aggregate Bond Index is unmanaged and generally representative of the
global bond market. The Barclay CTA Index reflects the unweighted performance
of CTAs with at least four years of experience. These indices are shown for
illustrative purposes only and are not indicative of any fund's performance.
An investor cannot invest directly in an index. Moreover, indices do not
reflect commissions or fees which might be charged to a similar fund and which
might materially affect the performance data presented.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
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RISK PERSPECTIVE
The proper evaluation of any investment must include an assessment of the risk
which must be taken to achieve the prospective return. Another measure of
risk, in addition to standard deviation, is historical worst-case decline, or
largest draw-down. In other words, if you had purchased an investment at a
month-end peak in performance and then subsequently sold at the lowest month-
end price thereafter, the worst-case decline would be the largest percentage
loss experienced. The chart below shows the worst-case cumulative monthly
decline in the Barclay Aggregate Bond Index, the Barclay CTA Index, the S&P
500 Index, the MSCI EAFE Index and the NASDAQ Composite Index since 1980. The
Barclay CTA Index experienced a smaller peak to valley decline than the
equities indices, and only slightly greater than the bond index. This does not
imply that managed futures are necessarily safer than the benchmarks compared;
it is merely intended to put risk in a historical perspective.
Worst-Case Declines
January 1980* - February 2012
[Amounts in Percents]
* Barclay CTA data was not available prior to 1980.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular. The S&P 500, NASDAQ composite, and MSCI
Europe, Australia, Far East indices are unmanaged and are generally
representative of certain portions of the U.S. and global equity markets. The
Barclay Govt. Bond Index is unmanaged and generally representative of the
global sovereign bond market. The Barclay CTA Index reflects the unweighted
performance of CTAs with at least four years of experience. These indices are
shown for illustrative purposes only and are not indicative of any fund's
performance. An investor cannot invest directly in an index. Moreover, indices
do not reflect commissions or fees which might be charged to a similar fund
and which might materially affect the performance data presented.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
MANAGED FUTURES VS. STOCKS DURING DRAW-DOWNS
The following charts show the comparison between the performance of managed
futures and stocks during the five worst declines for each since 1980. These
charts demonstrate the historical non-correlation between these two asset
classes over the stated time periods. The managed futures portion is
represented by the Barclay CTA Index and the stocks portion is represented by
the S&P 500 Index.
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Managed Futures vs. Stocks During Stock Market Drawdowns.
(January 1980* - February 2012)
Source: Stocks: S&P 500 Index
Managed Futures: Barclay CTA Index
* Barclay CTA data was not available prior to 1980.
This chart was prepared by the Fund. See the glossary in Appendix I of this
Statement of Additional Information for information integral to this chart.
This chart reflects the managed futures industry as a whole and is not
indicative of the Fund in particular. The S&P 500 index is unmanaged and is
generally representative of a certain portion of the U.S. equity markets. The
Barclay CTA Index reflects the unweighted performance of CTAs with at least
four years of experience. These indices are shown for illustrative purposes
only and are not indicative of any fund's performance. An investor cannot
invest directly in an index. Moreover, indices do not reflect commissions or
fees which might be charged to a similar fund and which might materially
affect the performance data presented.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
THE FUTURES MARKETS
FUTURES CONTRACTS
Futures contracts are standardized agreements traded on commodity exchanges
that call for the future delivery of the commodity or financial instrument at
a specified time and place. A futures trader that enters into a contract to
take delivery of the underlying commodity is "long" the contract, or has
"bought" the contract. A trader that is obligated to make delivery is "short"
the contract or has "sold" the contract. Actual delivery on the contract
rarely occurs. Futures traders usually offset (liquidate) their contract
obligations by entering into equal but offsetting futures positions. For
example, a trader who is long one September Treasury bond contract on the
Chicago Board of Trade can offset the obligation by entering into a short
position in a September Treasury bond contract on that exchange. Futures
positions that have not yet been liquidated are known as "open" contracts or
positions.
Futures contracts are traded on a wide variety of commodities, including
agricultural products, metals, energies, livestock products, government
securities, currencies and stock market indices. Options on futures contracts
are also traded on U.S. and foreign commodity exchanges. The Fund concentrates
its futures trading in financial instruments, such as interest rate, foreign
exchange and stock index contracts, and metal and energy contracts.
OPTION CONTRACTS
An option on a futures contract or on a physical commodity or currency gives
the buyer of the option the right to take a position of a specified amount at
a specified price in a specific underlying instrument (the "striking,"
"strike" or "exercise price"). The buyer of a "call" option acquires the right
to take a long position (i.e., the obligation to take delivery of a specified
amount at a specified price in a specific underlying instrument). The buyer of
a "put" option acquires the right to take a short position (i.e., the
obligation to make delivery of a specified amount at a specified price in a
specific underlying instrument).
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The purchase price of an option is referred to as its "premium." The seller
(or "writer") of an option is obligated to take a position at a specified
price opposite to the option buyer if the option is exercised. Thus, the
seller of a call option must stand ready to sell (take a short position in)
the underlying instrument at the striking price if the buyer should exercise
the option. The seller of a put option, on the other hand, must stand ready to
buy (take a long position in) the underlying instrument at the striking price
if the buyer should exercise the option.
A call option is said to be "in the money" if the striking price is below
current market levels, and "out of the money" if the striking price is above
current market levels. Conversely, a put option is said to be "in the money"
if the striking price is above current market levels, and "out of the money"
if the striking price is below current market levels.
Options have limited lifespans. An option that is out of the money and not
offset by the time it expires becomes worthless. Options usually trade at a
premium above their intrinsic value (i.e., the difference between the market
price for the underlying instrument and the striking price), because the
option trader is speculating on (or hedging against) future movements in the
price of the underlying instrument. As an option nears its expiration date,
the market value and intrinsic value typically move into parity. The
difference between an option's intrinsic value and market value is referred to
as the "time value" of the option.
REGULATION
The U.S. futures markets are regulated under the Commodity Exchange Act, which
is administered by the CFTC, a Federal agency created in 1974. The CFTC
licenses and regulates commodity exchanges, commodity pool operators,
commodity trading advisors and clearing firms which are referred to in the
futures industry as "futures commission merchants." The Fund is licensed by
the CFTC as a commodity pool operator. Futures professionals are also
regulated by the NFA, a self-regulatory organization for the futures industry
that supervises the dealings between futures professionals and their
customers. If its pertinent CFTC licenses or NFA memberships were to lapse, be
suspended or be revoked, the Fund would be unable to act as the Fund's
commodity pool operator.
The CFTC has adopted disclosure, reporting and recordkeeping requirements for
commodity pool operators and disclosure and recordkeeping requirements for
commodity trading advisors. The reporting rules require pool operators to
furnish to the participants in their pools a monthly statement of account,
showing the pool's income or loss and change in net asset value, and an annual
financial report, audited by an independent certified public accountant.
The CFTC and the exchanges have pervasive powers over the futures markets,
including the emergency power to suspend trading and order trading for
liquidation of existing positions only. The exercise of such powers could
adversely affect the Fund's trading.
MARGIN
The Fund will use margin in its trading. In order to establish and maintain a
futures position, a trader must make a type of good-faith deposit with its
broker, known as "margin," of approximately 2%-10% of contract value. Minimum
margins are established for each futures contract by the exchange on which the
contract is traded. The exchanges alter their margin requirements from time to
time, sometimes significantly. For their protection, futures brokers may
require higher margins from their customers than the exchange minimums.
There are two types of margin. "Initial" margin is the amount a trader is
required to deposit with its broker to open a futures position. The other type
of margin is "maintenance" margin. When the contract value of a trader's
futures position falls below a certain percentage, typically about 75%, of its
value when the trader established the position, the trader is required to
deposit additional margin in an amount equal to the loss in value.
ADVANTAGES OF MANAGED FUTURES FUND INVESTMENTS
Both the futures and options markets, and funds investing in those markets
offer many structural advantages that make managed futures an efficient way to
participate in global markets. The Fund believes that this investment should
be considered as a medium to long-term investment and should not be purchased
with the intent to redeem the investment within the first three years.
PROFIT POTENTIAL
Futures and related contracts can easily be leveraged, which magnifies the
potential profit or loss.
INTEREST CREDIT
Unlike some other alternative investment funds, the Fund does not borrow money
in order to obtain leverage, so the Fund does not incur any interest expense.
Rather, the Fund's margin deposits are maintained in cash and cash
equivalents, such as U.S. Treasury bills.
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GLOBAL DIVERSIFICATION WITHIN A SINGLE INVESTMENT
Futures and related contracts can be traded in many countries, which makes it
possible to diversify risk around the world. This diversification is available
both geographically and across market sectors. For example, an investor can
trade interest rates, stock indices and currencies in several countries around
the world, as well as energy and metals. While the Fund itself trades across a
diverse selection of global markets, an investment in the Fund is not a
substitute for overall portfolio diversification.
ABILITY TO PROFIT OR LOSE IN A RISING OR FALLING MARKET ENVIRONMENT
The Fund can establish short positions and thereby profit from declining
markets as easily as it can establish long positions. This potential to make
or lose money, whether markets are rising or falling around the world, makes
managed futures particularly attractive to sophisticated investors. Of course,
if markets go higher while the Fund has a short position, the Fund will lose
money until the short position is exited and vice versa.
PROFESSIONAL TRADING
TriView Capital's approach includes the following elements:
* Disciplined Money Management. The CTA selected by the Managing Member
generally allocates a portion of portfolio equity to any single market
position. However, no guarantee is provided that losses will be limited to
these percentages.
* Balanced Risk. The Fund's capital is allocated to as many as 15 markets
24 hours a day. Among the factors considered for determining the portfolio mix
are market volatility, liquidity and trending characteristics.
* Capital Management. When proprietary risk/reward indicators reach
predetermined levels, the Fund may increase or decrease commitments in certain
markets in an attempt to reduce performance volatility.
* Multiple Systems. While the Fund's approach is to find emerging trends
and follow them to conclusion, no one system is right all of the time. The CTA
utilizes a multi-system trading strategy on behalf of the Fund that divides
capital among different trading systems in an attempt to reduce performance
volatility and manage risk.
CONVENIENCE
Through the Fund, investors can participate in global markets and
opportunities without needing to master complex trading strategies and monitor
multiple international markets.
LIQUIDITY
In most cases, the underlying markets have sufficient liquidity. Some markets
trade 24 hours a day when global markets are open. While there can be cases
where there may be no buyer or seller for a particular contract, the Fund
tries to select markets for investment based upon, among other things, their
perceived liquidity. However, unexpected market illiquidity has caused major
losses in recent years in such sectors as emerging markets and mortgage-backed
securities. There can be no assurance that the same will not happen to the
Fund at any time or from time to time.
Important Disclosures
TriView Global Fund, LLC is a registered commodity pool and is not subject to
the same regulatory requirements as a mutual fund, including mutual fund
requirements to provide certain daily standardized pricing and evaluation
information to investors. The following should be noted:
* The Fund is a speculative investment and involves a high degree of risk.
An investor could lose all of his/her investment.
* The Fund is new and has no operating history.
* An investment in the Fund is not suitable for all investors.
* The Fund may be leveraged and the Fund's performance can be volatile.
* A substantial portion of the Fund's trades may be executed on foreign
exchanges, which could mean higher risk.
* An investment in the Fund may be illiquid (monthly redemptions are
available subject to market disruption) and there are significant restrictions
on transferring interests in the Fund. There is no secondary market for an
investor's investment in the Fund and none is expected to develop.
* The Fund's fees and expenses - which may be substantial regardless of
any positive return - are deducted from profits, and returns to clients will
be net of fees.
* Diversification does not assure a profit or provide a guarantee against
loss in a declining market.
This summary is not a complete list of the risks and other important
disclosures involved in investing in the Fund and is subject to the more
complete disclosures contained in Part I of the Fund's Prospectus, which
should be reviewed carefully.
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Managing Member:
TriView Capital Management, Inc.
P.O. Box 760
5914 N. 300 West
Fremont, IN 46737
(260) 833-1306
THE OFFERING OF UNITS IN TRIVIEW GLOBAL FUND, LLC (THE "FUND") CAN ONLY BE
MADE IN CONJUNCTION WITH PART I OF THIS PROSPECTUS, WHICH CONTAINS IMPORTANT
INFORMATION REGARDING CERTAIN RISKS ASSOCIATED WITH THE FUND AND SHOULD BE
READ CAREFULLY AND RETAINED BY ANYONE CONSIDERING INVESTMENT IN THE FUND. THE
UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION, THE COMMODITY FUTURES
TRADING COMMISSION, OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE. AN INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK.
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APPENDIX I
Commodity Terms and Definitions
Identification of the parties and knowledge of various terms and concepts
relating to trading in futures contracts and options on futures contracts and
this offering are necessary for a potential investor to identify the risks of
investment in the Fund.
1256 Contract. See Taxation - Section 1256 Contract.
Additional Sellers. See definition of Selling Agent.
Associated Persons. The persons registered pursuant to the Commodity Exchange
Act with the futures commission merchant, the introducing broker, the selling
agent, or the additional sellers, who are eligible to service the Fund and the
members.
Average Price System. The method approved by the Commodity Futures Trading
Commission to permit the commodity trading advisor to place positions sold or
purchased in a block to the numerous accounts managed by the advisor. See The
Commodity Trading Advisor in the main body of the prospectus.
Best Efforts. The term to describe that the party is liable only in the event
they intentionally fail or are grossly negligent in the performance of the
task described.
Broker. See definitions of Futures Commission Merchant and Introducing
Broker.
Brokerage Commission. The round turn charge to clear the trades entered for
the Fund account at the futures commission merchant.
Capital means cash invested in the Fund by any member and placed at risk for
the business of the Fund.
Commodity Futures trading Commission (CFTC). Commodity Futures Trading
Commission, Three Lafayette Centre,
1155 21st Street, NW, Washington, D.C., 20581. An independent regulatory
commission of the United States government empowered to regulate commodity
futures transactions under the Commodity Exchange Act.
Commodity. Goods, wares, merchandise, produce, currencies, and stock indices
that are traded on and off United States and foreign commercial exchanges.
Traded commodities on U. S. Exchanges are sold according to uniform
established grade standards, in convenient predetermined lots and quantities
such as bushels, pounds or bales, are fungible and, with a few exceptions, are
storable over periods of time.
Commodity Broker. See definitions of Futures Commission Merchant and
Introducing Broker.
Commodity Exchange Act. The statute providing the regulatory scheme for
trading in commodity futures and options contracts in the United States under
the administration of the Commodity Futures Trading Commission which will
provide the opportunity for reparations and other redress for claims.
Commodity Pool Operator (CPO). TriView Capital Management, Inc., 5914 N. 300
West, P. O. Box 760, Fremont, IN 46737, (260) 833-1306; and, Mr. Michael
Pacult, 5914 N. 300 West, P.O. Box 760, Fremont, IN 46737. A person that
raises capital through the sale of interests in an investment trust, Fund,
corporation, syndicate or similar form of enterprise, and uses that capital to
invest either entirely or partially in futures contracts.
Commodity Trading Advisor (CTA). A person or entity that renders advice about
commodities or about the trading of commodities, as part of a regular
business, for profit. Particularly, those who will be responsible for the
analysis and placement of trades for the Fund.
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Daily Price Limit. The maximum permitted movement in a single direction
(imposed by an exchange and approved by the CFTC) in the price of a commodity
futures contract for a given commodity that can occur on a commodity exchange
on a given day in relation to the previous day's settlement price, which is
subject to change, from time to time, by the exchange (with CFTC approval).
Depository Agent and Depository Account. A segregated account held in the
name of the corporate managing member at Star Financial Bank, 2004 N. Wayne
St., Angola, IN 46703 that will hold all the subscription proceeds until such
time as either the minimum is sold, the subscription is accepted or the
offering is terminated and all subscriptions returned by the Bank directly to
the subscriber without deduction for any expenses or fees.
Exchange for Physicals (EFP). A practice whereby positions in futures
contracts may be initiated or liquidated by first executing the transaction in
the appropriate cash market and then arbitraging the position into the futures
market (simultaneously buying the cash position and selling the futures
position, or vice versa).
Financial Industry Regulatory Authority (FINRA). The self-regulatory
organization responsible for the legal and fair operation of broker dealers,
such as the selling agent and such other matters within the authority granted
to it by the SEC pursuant to the Securities Act of 1933.
Form K-1. The section of the Federal Income Tax Return filed by the Fund
which identifies the amount of investment in the Fund, the gains and losses
for the tax year, and the amount of such gains and losses reportable by a
member on the member's tax return.
Fully Committed Position. Each commodity trading advisor has an objective
percentage of equity to be placed at risk. In addition, the CFTC places
limits upon the number of positions a single commodity trading advisor may
have in commodities. When either the objective percentage of equity is placed
at risk or the commodity trading advisor reaches the limit in number of
positions, the account or accounts have a fully committed position.
Futures Commission Merchant (FCM). The entity that solicits or accepts orders
for the purchase or sale of any commodity for future delivery subject to the
rules of any contract market and in connection with such solicitation or
acceptance of orders, accepts money or other assets to margin, guarantee, or
secure any trades or contracts that result from such orders for a commission.
The introducing broker is responsible for the negotiation and payment of the
commission to the futures commission merchant.
Futures Contract. A contract providing for (1) the delivery or receipt at a
future date of a specified amount and grade of a traded Commodity at a
specified price and delivery point, or (2) cash settlement of the change in
the value of the contract. The terms of these contracts are standardized for
each commodity traded on each exchange and vary only with respect to price and
delivery months. A futures contract should be distinguished from the actual
physical commodity, which is termed a cash commodity. Trading in futures
contracts involves trading in contracts for future delivery of commodities and
not the buying and selling of particular physical lots of commodities. A
contract to buy or sell may be satisfied either by making or taking delivery
of the commodity and payment or acceptance of the entire purchase price
therefore, or by offsetting the contractual obligation with a countervailing
contract on the same exchange prior to delivery.
Futures Investment Company. The selling agent, 5914 N. 300 West, P.O. Box
760, Fremont, IN 46737 Mr. Michael Pacult, one of the managing members and the
principal of TriView Capital Management, Inc., the other managing member, is a
50% shareholder and one of the principals of Futures Investment Company. His
spouse holds the other 50% and is also a principal.
Gross Profits. The income or loss from all sources, including interest income
and profit and loss from non-trading activities, if any.
Initial Closing. When the minimum offering amount has been raised and
depository account funds are released to the Fund for commencement of trading.
Introducing Broker (IB). Futures Investment Company, 5914 N. 300 West, P.O.
Box 760, Fremont, IN 46737. An entity that pays the brokerage commissions and
is responsible for introducing trades to Vision Financial Markets LLC as a
futures commission merchant.
Managing Member. TriView Capital Management, Inc., 5914 N. 300 West, P. O.
Box 760, Fremont, IN 46737, (260) 833-1306; and, Mr. Michael Pacult, 5914 N.
300 West, P.O. Box 760, Fremont, IN 46737. They manage the fund.
Member. Persons who have invested and admitted as Members without management
authority pursuant to the Fund agreement.
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Margin. A good faith deposit with a broker to assure fulfillment of the terms
of a futures contract. Does not limit or define the amount of the risk or
loss.
Margin Call. A demand for additional monies to hold positions taken to
maintain a customer's account in compliance with the requirements of a
particular commodity exchange or a futures commission merchant.
Minimum Offering/Maximum Offering. The Minimum is the amount required to be
invested before trading will commence, and the Maximum is the amount the
managing member establishes as the amount that will terminate this offering.
The managing member my elect to register additional membership interests or
terminate the offering at anytime.
National Futures Association (NFA). The self regulatory organization that is
responsible for the legal and fair operation of commodity pool operators, such
as the managing member of the Fund, commodity trading advisors, such as the
trader for the Fund, introducing brokers, such as the introducing broker for
the Fund, for futures commission merchants, such as the clearing broker of the
Fund, and such other matters within the authority granted to it by the CFTC
pursuant to the Commodity Exchange Act.
Net Assets or Net Asset Value means the total assets, including all cash and
cash equivalents (valued at cost plus accrued interest and earned discount),
including investments in U.S. Treasuries and cash management funds that invest
in only U.S. Treasuries, less total liabilities, of the Fund (each determined
on the basis of generally accepted accounting principles, consistently applied
under the accrual method of accounting or as required by applicable laws,
regulations and rules including those of any authorized self regulatory
organization). See Appendix A, The LLC Operating Agreement.
Net Unit Value. The net assets of the Fund divided by the total number of
units of membership interests outstanding.
Net Gains. The net profit from all sources.
New Net Profit. The amount of income earned from trading, less the trading
losses and brokerage commissions and fees paid to clear the trades which are
incurred or accrued during the then current accounting period. See Charges to
the Fund.
Net Worth. The excess of total assets over total liabilities as determined by
generally accepted accounting principles. Net worth for a prospective
investor shall be exclusive of home, home furnishings and automobiles.
North American Securities Administrators Association, Inc. (NASAA). The
association of securities administrators of the fifty United States that
establish guidelines and procedures for the review of the sale of securities
within their State. NASAA has established guidelines for the review of
commodity pools, such as the Fund.
Offering Expenses. The expenses required to register units with the
Securities and Exchange Commission, including the preparation of the Form S-1
and the filing with various State securities agencies and the printing of a
Prospectus. North American Securities Administrator Association Guidelines
for Commodity Pools define offering and organizational expenses to include
selling commissions and redemption fees as well; and, for purposes of
limitation, the total expenses cannot exceed 15% of capital raised pursuant to
the offering. The offering expenses do not include the first year's
accounting, legal and other operating costs.
Option Contract. An option contract gives the purchaser the right (as opposed
to the obligation) to acquire (call) or sell (put) a given quantity of a
commodity or a futures contract for a specified period of time at a specified
price to the seller of the option contract. The seller has unlimited risk of
loss while the loss to a buyer of an option is limited to the amount paid
(premium) for the option.
Organizational Expenses. The costs to form the Fund and qualify it to do
business, which are expensed as incurred for GAAP accounting purposes and are
immaterial.
Members. All managing members and all members in the Fund.
Fund or Limited Liability Company or Commodity Pool or Pool or Fund. The
TriView Global Fund, LLC, evidenced by Appendix A to this Prospectus, 505
Brookfield Drive, Dover, DE 19901, (800) 331-1532.
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Position Limits. The Commodity Futures Trading Commission has established
maximum positions that can be taken in some, but not in all commodity markets,
to prevent the corner or control of the price or supply of those commodities.
These maximums are is called position limits.
Principal. Mr. Michael Pacult, one of the managing members and the principal
of the corporate managing member. Mr. Pacult is also a principal of the
selling agent, Futures Investment Company.
Round-turn Trade. The initial purchase or sale of a futures contract or
option on a futures contract and the subsequent offsetting sale or purchase of
such contract.
Round-turn Commission. The brokerage cost for the open and close of a trade
in a single contract defined by the exchange or other entity as to contract
size and duration of position.
Redemption. The right of a member to tender its membership interests to the
Fund for surrender at the net unit value. See the LLC Operating Agreement
attached as Appendix A.
Scale in Positions. In some situations, the positions desired to be taken on
behalf of the Fund and other accounts under management will be too large to be
executed at one time. The trading advisor intends to take positions at
different prices, at different times and allocate those positions on a ratable
basis in accordance with rules established by the Commodity Futures Trading
Commission. This procedure is defined as to scale in positions. The same
definition and rules apply when the trading advisor elects to exit a position.
Securities and Exchange Commission (SEC). The United States authority that
regulates the sale of securities to the public, including the Units to be sold
by the Fund pursuant to this prospectus.
Selling Agent. The FINRA member broker dealer, Futures Investment Company,
5914 N. 300 West, P.O. Box 760, Fremont, IN 46737 selected by the managing
member to offer the membership interests for sale. See Plan of Distribution.
Taxation - Section 1256 Contract is defined to mean: (1) any regulated
futures contract (RFC); (2) any foreign currency contract; (3) any non-equity
option; and (4) any dealer equity option. The term RFC means a futures
contract whether it is traded on or subject to the rules of a national
securities exchange which is registered with the Securities and Exchange
Commission, a domestic board of trade designated as a contract market by the
Commodity Futures Trading Commission or any other board of trade, exchange or
other market designated by the Secretary of Treasury (a qualified board of
exchange) and which is marked-to-market to determine the amount of margin
which must be deposited or may be withdrawn. A "foreign currency contract" is
a contract which requires delivery of, or the settlement of, which depends
upon the value of foreign currency which is currency in which positions are
also entered at arm's length at a price determined by reference to the price
in the interbank market. (The Secretary of Treasury is authorized to issue
regulations excluding certain currency forward contracts from marked-to-market
treatment.) A non-equity option means an option which is treated on a
qualified board or exchange and the value of which is not determined directly
or indirectly by reference to any stock (or group of stocks) or stock index
unless there is in effect a designation by the Commodity Futures Trading
Commission of a contract market for a contract bond or such group of stocks or
stock index. A dealer equity option means, with respect to an options dealer,
only a listed option which is an equity option, is purchased or granted by
such options dealer in the normal course of his activity of dealing in
options, and is listed on the qualified board or exchange on which such
options dealer is registered. See Federal Income Tax Aspects.
Trading Advisor. See Commodity Trading Advisor.
Taking Positions Ahead of the Fund. The allocation of trades by other than
legally accepted methods by the commodity trading advisor or other trader
which favors parties who took the position unfairly.
Trading Matrix. The dollar value used by a commodity trading advisor to
define the number of positions to be taken by the accounts under management.
Some commodity trading advisors have different trading matrices for different
sized accounts. For example, they may trade all accounts over one million in
size differently than accounts under one million.
Unit. The term used to describe the initial $1,000 value and subsequent Net
Asset Value of general and member interests of the Fund.
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Unrealized Profit or Loss. The profit or loss that would be realized on an
open position if it were closed at the current settlement price or the most
recent appropriate quotation as supplied by the broker or bank through which
the transaction is effected.
Underwriter. This term is not applicable to this offering. All sales of
membership interests will be on a best efforts basis. The price of the units
will not be guaranteed, supported or underwritten in any way. See Selling
Agent.
State Regulatory Glossary
The following definitions are supplied by the State securities administrators
responsible for the review of public futures fund (commodity pool) offerings
made to residents of their respective States. They belong to the North
American Securities Administrators Association, Inc. that publishes
"Guidelines for the Registration of Commodity Pool Programs", such as the
Fund, which contain these definitions. The following definitions are from the
Guidelines; however, the managing member has made additions to, but no
deletions from, some of these definitions to make them more relevant to the
consideration of an investment in the Fund.
Administrator-The official or agency administering the security laws of a
State. This will usually be the State of residence of the Fund or the
domicile of the broker or brokerage firm which makes the offer or the
residence of the potential investor.
Advisor-Any person who, for any consideration, engages in the business of
advising others, either directly or indirectly, as to the value, purchase, or
sale of commodity contracts or commodity options. This definition applies to
the commodity trading advisors and, when it provides such advice, to the
managing member.
Affiliate-An Affiliate of a Person means: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of
the outstanding voting securities of such Person; (b) any Person 10% or more
of whose outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote, by such Person; (c) any Person,
directly or indirectly, controlling, controlled by, or under common control of
such Person; (d) any officer, director or member of such Person; or (e) if
such Person is an officer, director or member, any Person for which such
Person acts in any such capacity. See "Conflicts". This applies to the fact
that Mr. Michael Pacult one of the managing members, is the sole shareholder
and principal of the other managing member and also owns 50% of the
outstanding voting shares and is a principal in the affiliated selling agent.
Capital Contributions-The total investment in a Program by a Participant or by
all Participants, as the case may be. The purchase price for the membership
interests.
Commodity Broker-Any Person who engages in the business of effecting
transactions in commodity contracts for the account of others or for his own
account. See Futures Commission Merchant and Introducing Broker.
Commodity Contract-A contract or option thereon providing for the delivery or
receipt at a future date of a specified amount and grade of a traded commodity
at a specified price and delivery point.
Cross Reference Sheet-A compilation of the Guideline sections, referenced to
the page of the prospectus, Program agreement, or other exhibits, and
justification of any deviation from the Guidelines. This sheet is used by the
State Administrator to review this prospectus.
Net Assets-The total assets, less total liabilities, of the Program determined
on the basis of generally accepted accounting principles. Net Assets shall
include any unrealized profits or losses on open positions, and any fee or
expense including Net Asset fees accruing to the Program.
Net Asset Value Per Program Interest-The Net Assets divided by the number of
Program Interests outstanding.
Net Worth-The excess of total assets over total liabilities are determined by
generally accepted accounting principles. Net Worth shall be determined
exclusive of home, home furnishings and automobiles.
New Trading Profits-The excess, if any, of Net Assets at the end of the period
over Net Assets at the end of the highest previous period or Net Assets at the
date trading commences, whichever is higher, and as further adjusted to
eliminate the effect on Net Assets resulting from new Capital Contributions,
redemptions, or capital distributions, if any, made during the period
decreased by interest or other income, not directly related to trading
activity, earned on Program assets during the period, whether the assets are
held separately or in a margin account. See New Net Profit.
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Organizational and Offering Expenses-All expenses incurred by the Program in
connection with and in preparing a Program for registration and subsequently
offering and distributing it to the public, including, but not limited to,
total underwriting and brokerage discounts and commissions (including fees of
the underwriter's attorneys), expenses for printing, engraving, mailing,
salaries of employees while engaged in sales activity, charges of transfer
agents, registrars, trustees, escrow holders, depositories, experts, expenses
of qualification of the sale of its Program Interest under Federal and State
law, including taxes and fees, accountants' and attorneys' fees.
Participant-The holder of a Program Interest. A Member in the Fund.
Person-Any natural Person, Fund, corporation, association or other legal
entity.
Pit Brokerage Fee-Pit Brokerage Fee shall include floor brokerage, clearing
fees, National Futures Association fees, and exchange fees. The introducing
broker will pay these fees from the fixed brokerage commissions.
Program-A limited partnership, limited liability company, joint venture,
corporation, trust or other entity formed and operated for the purpose of
investing in Commodity Contracts. The Fund.
Program Broker-A Commodity Broker that effects trades in Commodity Contracts
for the account of a Program. See the Futures Commission Merchant and
Introducing Broker.
Program Interest-A membership interest or other security representing
ownership in a program. The units in the Fund. See Appendix A, the LLC
Operating Agreement.
Pyramiding-A method of using all or a part of an unrealized profit in a
Commodity Contract position to provide margin for any additional Commodity
Contracts of the same or related commodities.
Sponsor-Any Person directly or indirectly instrumental in organizing a Program
or any Person who will manage or participate in the management of a Program,
including a Commodity Broker who pays any portion of the Organizational
Expenses of the Program, and the managing member(s) and any other Person who
regularly performs or selects the Persons who perform services for the
Program. Sponsor does not include wholly independent third parties such as
attorneys, accountants, and underwriters whose only compensation is for
professional services rendered in connection with the offering of the
membership interests. The term Sponsor shall be deemed to include its
Affiliates.
Valuation Date-The date as of which the Net Assets of the Program are
determined. For the Fund, this will be after the close of business on the
last business day of each month.
Valuation Period-A regular period of time between Valuation Dates. For the
Fund, this will be the close of business for each calendar month and each
calendar year.
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APPENDIX II
PRIVACY STATEMENT
TRIVIEW GLOBAL FUND, LLC
505 Brookfield Drive
Dover, Delaware 19901
Telephone: (800) 331-1532
TriView Global Fund, LLC, is committed to safeguarding the confidential
information of its members. We hold all personal information provided to us
in the strictest confidence. These records include all personal information
that we collect from you. We have never disclosed information to
nonaffiliated third parties, except to our selling agent or as directed by you
or required by law and we do not anticipate any change in these procedures in
the future. If we were to change this disclosure policy, we would not take
such action without your permission.
A full statement of our privacy policy with respect to personal information
about you is as follows:
* We limit employee and independent contractor representatives of ours
access to information in your file to only to those persons who have a
business or professional reason for knowing.
* We limit the delivery of your information to only those nonaffiliated
parties who directly service your account such as the selling agent, trustees
and clearing brokers or as directed by you or as required by law. As
examples, Federal regulations permit us to share a limited amount of
information about you with a clearing brokerage firm in order to execute
securities transactions on your behalf and we have implied permission from you
to discuss your financial situation with our selling agent and your accountant
or other professional.
* We use our best efforts to maintain a secure office and computer
environment to ensure that your information is not placed at unreasonable
risk.
* The categories of nonpublic personal information that we collect from a
prospect, member, client and independent third parties depend upon the scope
of the client engagement. It will include information about your personal
finances, information about your health to the extent that it is needed for
the planning process, information about transactions between you and third
parties, and information from consumer reporting agencies.
* For unaffiliated third parties that require access to your personal
information, including financial service companies, consultants, and auditors,
we also require strict confidentiality in our agreements with them and expect
them to keep this information private. Federal and State regulators also may
review firm records as permitted under law.
* Personally identifiable information about you will be maintained during
the time you are a member or client, and for the required time thereafter that
such records are required to be maintained by Federal and State securities
laws. After this required period of record retention, all such information is
expected to be destroyed.
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APPENDIX A TO TRIVIEW GLOBAL FUND DISCLOSURE DOCUMENT
TRIVIEW GLOBAL FUND, LLC
a Delaware Limited Liability Company
OPERATING AGREEMENT
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT is made and entered into
as of the 18th day of September, 2005, by and among Triview Capital
Management, Inc., a Delaware corporation (the "Corporate Managing Member"),
Michael P. Pacult (the "Individual Managing Member") (collectively the
Corporate Managing Member and the Individual Managing Member are called the
"Managing Member"), Michael P. Pacult (the "Initial Member"), and each other
party who shall execute this Agreement, whether in counterpart, by separate
instrument, by grant of a power of attorney, or otherwise, as members
(collectively "Members") to govern the operation of Triview Global Fund, LLC
(the "Company")
RECITALS:
WHEREAS, the Company was formed as a Delaware limited liability company by the
filing of the Certificate of Formation by the Managing Member and Initial
Member;
NOW THEREFORE, the parties hereto agree as follows:
1. Certain Defined Terms
(a) "Disclosure Document": The Disclosure Document, Prospectus, S-1
Registration Statement, and any other form filed with any regulatory agency
relating to the Offering.
(b) "Managing Member": Triview Capital Management, Inc. and Michael P. Pacult,
individually.
(c) "Member": Any bona fide purchaser of Units for value who has been accepted
by the Managing Member, as provided in Paragraph 6 hereof, as a Member, who
takes no active role in the management of the Fund.
(d) "Net Asset Fee Net Asset Value": The Fund's net asset value as of the end
of each month (without deduction for the management fee then being calculated
or for any fees, including incentive fees or payables then accrued or payable,
to the Trading Advisor) increased by the amount of distributions or
redemptions from the Fund in the month for which the management fee is being
calculated.
(e) "Net Asset Value": The Fund's total assets less total liabilities,
determined according to the following principles, and where no principle
governs, then on the basis of generally accepted accounting principles,
consistently applied:
(1) Net Asset Value shall include any unrealized profit or loss on open
futures positions (including options on futures contracts).
(2) All open commodity positions shall be valued at their then market value
which means the settlement price as determined by the exchange on which the
transaction is effected or the most recent appropriate quotation as supplied
by the Clearing Broker or banks through which the transaction is effected. If
there are no trades on the date of the calculation due to operation of daily
price fluctuation limits or due to a closing of the exchange on which the
transaction is executed, the contract shall be valued at the nominal
settlement price as determined by the exchange.
(3) Brokerage commissions on open positions shall be accrued one-half (on a
round-turn basis) as a liability of the Fund in the month in which such
positions are initiated and one-half in the month in which such positions are
closed. Incentive allocations payable to the Managing Member on New Net
Profit, as defined herein, shall be accrued monthly for purposes of
calculating net asset value only.
(f) "Net Asset Value per Unit": Net asset value per Unit means the net asset
value of the Fund's Account divided by the number of units of membership
(including Managing Member) interests then outstanding.
(g) "New Net Profit": New Net Profit (for the purpose of calculating the
monthly incentive allocation to be paid to the Managing Member and the CTAs)
means the excess (if any) of (a) the Fund's net asset value as of the end of
the month, not reduced by the current incentive allocation then being
calculated or management fees over (b) the highest value of the Fund's net
asset value as of the close of business on the last business day of any
previous calendar month (or the commencement of trading if higher), after
reduction for incentive allocations, paid or payable as of such date. New Net
Profit is adjusted for redemptions and distributions since the previous month-
end as of which New Net Profit existed (or the commencement of trading, as the
case may be).
(h) "Offering": The offering of Units in the Fund described in the Disclosure
Document to which a copy of this Agreement is attached as an exhibit.
(i) "Fund": Triview Global Fund, LLC, the limited liability company created by
this Agreement.
(j) "Unit(s)": Membership interests in the Fund, as more fully explained in
Paragraph 6(b) of this Agreement and, in addition (where the context so
requires), the Managing Member's interests in the Fund on a Unit-equivalent
basis.
(k) "Undefined Terms": Certain terms not defined herein are used with the
respective meanings set forth in the Disclosure Document.
2. Formation and Name.
The parties hereby form a limited liability company under the laws and in
accordance with the Limited Liability Company Act of the state of Delaware
(the "Act"). The name of the limited liability company is Triview Global
Fund, LLC. The Managing Member may, without the approval of the Members,
change the name of the Company. The Managing Member shall execute and file a
Certificate of Formation in accordance with the provisions of the Act and
execute, file and record those amendments and other documents as are or become
necessary or advisable in connection with the operation of the Fund, as it
determines. Each Member undertakes to furnish to the Managing Member, if the
Managing Member so requests, a power of attorney which may be filed in such
jurisdictions as the Managing Member may deem appropriate with the Certificate
of Formation and any amendments and any additional information as is required
from the Managing Member to complete any documents, including the Certificate
of Formation, amendments and assumed name certificates, and to execute and
cooperate in the filing, recording and publishing of those documents at the
request of the Managing Member. The Managing Member shall not be required to
deliver the Certificate of Formation or a certificate of ownership to each
Member.
3. Office.
The address of the office of the Fund shall be 505 Brookfield Drive, Dover, DE
19901, or such other place as the Managing Member may designate from time to
time.
4. Business.
The Fund will invest in speculative transactions involving commodity
interests, which include futures contracts and options on futures contracts.
The objective of the Fund's business is appreciation of its assets through
trading in such instruments.
5. Term, Special Redemption, Dissolution and Fiscal Year.
(a) Term. The term of the Fund shall end upon the first to occur of the
following: (1) receipt by the Managing Member of an election to dissolve the
Fund at a specified time by a majority of the Members, notice of which is sent
by registered mail to the Managing Member not less than 90 days prior to the
effective date of dissolution; (2) withdrawal, insolvency, bankruptcy, legal
disability or dissolution of both the Corporate and Individual Managing Member
(unless the Fund is continued pursuant to Paragraph 19(c)); (3) termination of
the Fund pursuant to Paragraphs 13 or 16; (4) any event which shall make it
unlawful for the existence of the Fund to be continued or which requires
termination of the Fund.
(b) Special Redemption. As of the close of business of the last day of any
month, should there be a decline in the net asset value per Unit to less than
50% of the initial net asset value per Unit on the date the Fund commenced
trading operations the following will occur: (i) trading in the Fund will be
suspended and all open positions will be closed; (ii) provide all Members
with immediate notice of the reduction in net unit value, and give them the
opportunity, for 15 days after the date of such notice, to redeem their
membership interests (following the procedures for redemption defined in this
document); (iv) following the redemption of Fund Member accounts, the Managing
Member may, at its discretion, direct the CTA to resume trading, and new
subscriptions may be accepted into the Fund.
(c) Dissolution. Upon the occurrence of an event causing the dissolution of
the Fund, the Fund shall be dissolved and terminated. Upon dissolution, the
Fund will conduct no further business, but will engage only in such activities
as are necessary for the winding up of its affairs and the distribution of its
assets. Upon dissolution, the Fund's open positions will be closed out in an
orderly manner. Dissolution, payment of creditors and of expenses incurred in
the liquidation of the Fund and distribution of the Fund assets shall be
effected as soon as practicable in accordance with the Act, and the Managing
Member and Members (and any assignees) shall share in the assets of the Fund,
if any, pro-rata in accordance with their respective capital account balances,
less any amount owing by such parties (or their respective assignees) to the
Fund.
(d) Fiscal Year. The fiscal year of the Fund shall begin on January 1 of each
year and end on December 31; provided, however, that the first fiscal year of
the Fund shall commence on the date its Certificate of Formation is filed with
the Secretary of State of Delaware and shall end on December 31 of such year.
6. Capital Contributions; Units of Limited Liability Company Interest.
(a) Capital Contributions. The Corporate Managing Member and Individual
Managing Member have each contributed $1,000 in cash to the capital of the
Fund in order to form the Fund. Upon (i) the admission of Members to the Fund
and (ii) the withdrawal of the Individual Managing Member, which may be done
with 120 days' advance notice to the Members. The Managing Member may
withdraw any interest it may have as its interest as of the then current
month-end on the same terms as any Member.
(b) Units of Membership Interest. Each Managing Member has contributed $1,000
in cash to the capital of the Fund in order to form the Fund. Interests in the
Fund shall be one class consisting of twenty thousand (20,000) Units of
Limited Liability Company Interests ("Units" or, individually, a "Unit") of
initial value of one thousand dollars $1,000 each. Fractional Units shall be
rounded to the nearest ten-thousandth of a Unit for all purposes of this
Agreement. The Managing Member shall, on behalf of the Fund and in accordance
with the Disclosure Document of the Fund, issue and sell Units to other
qualified persons (including the Managing Member and their shareholders,
directors, officers and employees) pursuant to the Offering. The Managing
Member and its affiliates may purchase additional Units. Prior to the
commencement of trading, and for so long as the Fund is registered to sell its
securities or is seeking to become registered to sell its securities in a
state which requires the managing member to maintain a minimum investment in
the Fund, and for so long as there remains a member from such a state that has
not redeemed all its Units, either the Corporate Managing Member, the
Individual Managing Member or any other Managing Member will make and maintain
a capital contribution to the Fund equal to the greater of 1% of all capital
contributions to the Fund or $25,000. In the event the Fund determines not to
seek registration in states requiring such minimum investment, or to terminate
its registration in such states and, if there are no extant investments in the
Fund from members from such states, the Corporate Managing Member, the
Individual Managing Member or any other Managing Member may reduce or
terminate its investment in the Fund.
The Units are being sold pursuant to the Disclosure Document. The Managing
Member may in the future offer additional Units for sale, and may offer other
classes of Units having different terms.
Each person who subscribes for Units ("Subscriber") shall become a Member in
the Fund at such time as he has: (i) subscribed and had his subscription
accepted by the Managing Member for at least the minimum investment; (ii)
contributed to the capital of the Fund for each Unit for which he has
subscribed; and (iii) become a party to this Agreement by executing and
delivering to the Managing Member such documents as the Managing Member shall
require. Upon the acceptance of a Member, the Initial Member shall withdraw
from the Fund and his initial capital contribution shall be refunded. After
the raise of $1,000,000 (the "Minimum"), business shall commence and all
proceeds from subscriptions shall then be available for the trading activities
of the Fund and for such other proper Fund purposes as the Managing Member
shall determine. The Managing Member may in its sole discretion, terminate
the offering of Units at any time.
All Units are subscribed for upon receipt by the Managing Member of the
Subscriber's completed and properly executed Subscription Agreement and Power
of Attorney (in the form attached to the Disclosure Document as Appendix D)
and a check or draft or other good funds of the Subscriber in the full amount
of the Subscriber's subscription; provided however, no Unit(s) will be issued
to a Subscriber until collection in full of the funds represented by the check
or draft. Notwithstanding anything contained in this Agreement to the
contrary, the Managing Member, in its discretion, may reject any subscription
for Units in whole or in part. Each Subscriber agrees to reimburse the Fund
for any expenses or losses incurred in connection with any cancellation of
Units issued to him.
7. Power of Managing Member in Connection with the Offering.
The Managing Member shall have sole and complete discretion to determine the
terms and conditions of the Offering, and the Managing Member is authorized
and directed to do, or cause to be done, all things which it deems necessary,
desirable or appropriate in connection therewith, including, but not limited
to, the execution and filing of all such documents as may be necessary to
comply with the Securities Act of 1933, as amended, and all rules issued
thereunder and to qualify Units for sale under the securities laws of any of
the States of the United States and with any other regulatory agencies and
organizations.
8. Allocation of Profits and Losses.
(a) Maintenance of Capital Accounts. The Fund shall maintain a capital
account for each Member which shall consist of such Member's initial capital
contributions increased by (i) additional capital contributions, and (ii) such
Member's share of profits allocated pursuant to this Paragraph 8, and
decreased by (iii) distributions to each such Member, and (iv) his share of
losses allocated pursuant to this Paragraph 8. The foregoing provision is
intended to comply with Treasury Regulation Section 1.704-1(b) and shall be
interpreted and applied in a manner consistent therewith.
(b) Allocation of Profit and Loss for Federal Income Tax Purposes. As of the
end of each fiscal year, the Fund's income and expense and capital gain or
loss from trading shall be allocated to the Managing Member on the same terms
as any Member. The profit and loss so allocated to the Members shall be
allocated among them pursuant to the following subparagraphs for federal
income tax purposes. Allocations shall be pro-rata from short-term capital
gain or loss and long-term capital gain or loss and operating income or loss
realized and recognized by the Fund.
(1) Items of ordinary income, such as expense, such as fees, commissions and
administrative expenses, shall be allocated pro-rata among the Members based
on their respective capital accounts as of the end of each month in which the
items of ordinary income and expense accrue.
(2) Capital gain or loss from the Fund trading activities shall be allocated
as follows:
(A) Each capital account shall be increased by the amount of income allocated
to the Member or his assignee pursuant to subparagraph (b)(1) above and
subparagraph (4) below.
(B) Each capital account shall be decreased by the amount of expense or loss
allocated to the Member or his assignee pursuant to subparagraph (b)(1) above
and subparagraph (6) below and by the amount of any distribution received by
the Member or his assignee with respect to the Unit, other than on redemption
of Units.
(C) When a Unit is redeemed, the capital account maintained for such redeeming
Member shall be decreased by the redemption amount.
(3) Capital gain shall be allocated first to each Member who has redeemed a
Unit during the fiscal year up to any excess of the amount received upon
redemption of the Unit over the amount in his capital account attributable to
the redeemed Unit.
(4) Capital gain remaining after the allocation in subparagraph (3) shall be
allocated among all Members in the ratio that each Member's capital account
bears to all Members' capital accounts.
(5) Capital loss shall be allocated first to each Member who has redeemed a
Unit during a fiscal year up to any excess of the amount in his capital
account attributable to the redeemed Unit over the amount received upon
redemption of the Unit.
(6) Capital loss remaining after the allocation in subparagraph (5) shall be
allocated among all Members in the ratio that each Member's capital account
bears to all Members' capital accounts.
(7) Any gain or loss required to be taken into account in accordance with
Section 1256 of the Internal Revenue Code of 1986, as amended (the "Code"),
shall be considered a realized capital gain or loss for purposes of this
Paragraph 8(b). The allocations of capital gain described above shall be pro-
rata between short and long-term capital gain.
(8) The tax allocations prescribed by this Paragraph 8(b) shall be made to
each holder of a Unit, whether or not the holder is a substituted Member.
(9) The foregoing provisions are intended to comply with Treasury Regulation
Section 1.704-1(b) and shall be interpreted and applied in a manner consistent
with such regulation.
(c) Qualified Income Offset. Notwithstanding any other provision in this
Agreement, in the event at the end of any Fund taxable year any Member's
capital account is adjusted for, or such Member is allocated, or there is
distributed to such Member any item described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) in an amount not reasonably expected to
occur at the end of such year, and such treatment creates a deficit balance in
such Member's account, then without regard to any other provision of this
Agreement, such Member shall be allocated all items of income and gain of the
Fund for such year and for all subsequent taxable years of the Fund until such
deficit balance has been eliminated. In the event that any such unexpected
adjustments, allocations or distributions create a deficit balance in the
capital accounts of more than one Member in any Fund taxable year, all items
of income and gain of the Fund for such taxable year and all subsequent years
shall be allocated among all such Members in proportion to their respective
deficit capital account balances until such deficit balances have been
eliminated.
(d) Code Section 754 Election. In case of a transfer (as defined in Paragraph
13(a)) of all or part of any Member's interest in the Fund, the Managing
Member may but shall not be required to elect, in a timely manner, pursuant to
Section 754 of the Internal Revenue Code of 1986, as amended (the "Code") and
pursuant to corresponding provisions of the applicable state and local tax
laws, to adjust the basis of the assets of the Fund pursuant to Sections 734
and 743 of the Code.
(e) Expenses. The Managing Member shall advance all organizational and
offering expenses. The Fund shall bear all of its operating liabilities,
costs and expenses. Appropriate reserves may be created, accrued and charged
against net asset value for contingent liabilities, if any, as of the date any
contingent liability becomes known to the Managing Member. Any reserves shall
reduce the net asset value per Unit for all purposes, including redemption.
(f) Limited Liability of Members. Each Unit, when purchased in accordance
with this Agreement, shall be fully paid and non-assessable. Any provisions
of this Agreement to the contrary notwithstanding, no Member shall be liable
for Fund obligations in excess of the capital contributed by him plus his
share of profits remaining in the Fund, if any, and any other amounts he may
be liable for pursuant to the Act.
(g) Return of Members' Capital Contributions. Except to the extent that a
Member shall have the right to withdraw capital in accordance with the terms
of this Agreement, no Member shall have any right to demand the return of his
Capital Contribution or any profits added thereto, except upon dissolution and
termination of the Fund. In no event shall a Member be entitled to demand or
receive property other than cash.
9. Compensation to the Selling Agent, Introducing Broker, Managing Member
and the Commodity Trading Advisor.
(a) The Fund shall pay to any CTA, a monthly net asset fee of the month-end
net assets of the equity it trades for the Fund (prior to accruals for such
fees). The Fund shall also pay to the CTA an incentive fee of the New Net
Profit for each calendar quarter, payable on or before the 30th day of the end
of a calendar quarter. The Managing Member may negotiate and determine the
fees to the CTA initially selected and any other CTA selected in the future on
an individual basis.
(b) The Fund shall pay to the Managing Member 2.5% annual fixed brokerage
commissions, paid monthly, calculated on the prior month-end Fund net assets.
(c) Brokerage Commissions . The Fund shall pay 7.5% annual fixed brokerage
commissions, paid monthly, calculated on the prior month-end Fund net assets,
to the introducing broker as commissions and costs for each transaction
executed. From the brokerage commissions paid to it, the introducing broker
will pay the futures commission merchants for incurred trading costs.
(d) The Selling Agent may receive an up front 6% selling commission of gross
subscription proceeds, which may be waived at the sole discretion of the
Managing Member.
10. Management of the Fund.
The Managing Member, to the exclusion of all Members, shall determine the
policies of and conduct the business of the Fund. The Managing Member shall
take such actions and enter into such contracts and agreements on behalf of
the Fund as it deems necessary, including, among other things, but not limited
to, the prosecution, defense and settlement of any claim, lawsuit or
arbitration in which the Fund is involved, the power to enter into contracts
with third parties for trading advisory services and brokerage services (which
brokerage services may be performed by entities affiliated with the Managing
Member but only at rates that at least match the lowest rates which might
otherwise be available to the Fund) and with respect to:
(a) Retaining or replacing any futures commission merchant or introducing
broker to act as the Fund's broker, and materially revising the terms or
conditions upon which any futures commission merchant, or introducing broker,
shall be retained;
(b) Appointing any person, including any person affiliated with the Managing
Member, to act as a clearing broker, introducing broker, or otherwise to act
on behalf of the Fund in connection with its transactions in commodity
interests;
(c) Settling claims against the Fund;
(d) Retaining attorneys, accountants and management consultants to assist in
the organization and operation of the Fund. Notwithstanding anything to the
contrary, the Managing Member shall not be able to contract out the fiduciary
obligation owed to Fund Members.
No Member shall be entitled to any salary, draw or other compensation from the
Fund on account of his investment in the Fund. The Managing Member shall have
sole discretion in determining what distributions of profits and income, if
any, shall be made to the Members (subject to the allocation provisions of
this Agreement), shall execute various documents on behalf of the Fund and the
Members pursuant to powers of attorney and shall supervise the liquidation of
the Fund if any event causing termination of the Fund occurs. In the event
the Managing Member has been removed or becomes insolvent or bankrupt, the
majority in interest of the Members may propose and approve of, by a majority
vote, a representative to supervise the liquidation of the Fund. In order to
facilitate the foregoing, each Member shall execute a special power of
attorney as described in Paragraph 15.
The Managing Member may cause the Fund to directly buy, sell, hold or
otherwise acquire or dispose of commodity interests, including futures
contracts and options traded on exchanges or otherwise, arbitrage positions,
repurchase agreements and other assets. The Managing Member, on behalf of the
Fund, is authorized to enter Advisory Agreements with independent CTAs so they
may, on behalf of the Fund, buy, sell, hold or otherwise acquire or dispose of
commodity interests, including futures contracts and options traded on
exchanges or otherwise, arbitrage positions, repurchase agreements and other
assets. The Managing Member may engage, and compensate on behalf of the Fund
from funds of the Fund, persons, firms or corporations, including the Managing
Member and any affiliated person or entity, as in its sole judgment it shall
deem advisable for the conduct and operation of the business of the Fund. Any
net asset fees paid will not exceed 6% of such net assets annually. The
Managing Member is specifically authorized to enter into a clearing agreement,
and any other agreement which the Managing Member deems necessary or
advisable, and each Member consents to the terms of those agreements
(including, in particular, the fees set forth therein).
The Managing Member may subdivide or combine the Units in its discretion,
provided that no subdivision or combination shall affect the aggregate net
asset value of any Member's interest in the Fund.
The Managing Member has a fiduciary responsibility with respect to safekeeping
of the Fund's assets regardless of whether those assets are in its immediate
possession. The Managing Member may keep portions or all of the Fund's assets
on deposit with the Fund's commodity or clearing brokers, with the US Treasury
in a Treasury Direct Account, in a money market fund, or at any financial
institution. The Managing Member shall not permit another to employ those
assets in any manner other than for the exclusive benefit of the Fund.
The Managing Member shall exercise good faith in carrying out its duties and
exercising its powers in regard to, or behalf of, the Fund, and shall devote
such time and efforts to the furtherance of the business of the Fund as it, in
its sole discretion, deems reasonably necessary and appropriate.
No Member, other than the Managing Member, its agents or affiliates, shall
take part in the management, control, administration or the business of the
Fund or transact any business for the Fund, and no Member shall have power to
sign for or bind the Fund.
The Managing Member shall keep and retain, at the principal office of the
Fund, such books and records relating to the business of the Fund as are
required by the Act, by state securities administrators and the Commodity
Exchange Act, as amended, and the rules and regulations promulgated
thereunder.
The Managing Member may engage in other business activities and shall not be
required to refrain from any other activity nor forego any profits, fees or
other compensation from any such activity, including any activity as a futures
commission merchant, commodity broker, a commodity pool operator or a
commodity trading advisor of additional commodity pools organized to trade in
security or commodity interests.
The Managing Member will not allow loans to be made by the Fund to the
Managing Member or any related person; will not receive any rebates or giveups
nor participate in any reciprocal business arrangements; will not allow any
interest entered into by the Fund to exceed a term of one year; and will not
allow the Fund to engage in using all or a part of an unrealized profit in a
commodity contract position to provide a margin for any additional commodity
contracts of the same or related commodities.
With exception to the fees described herein, the Managing Member will not
utilize Fund funds as compensating balances for its benefit.
11. Trading Policies and Limitations.
The Fund shall be subject to the following trading policies and limitations
set forth in the Disclosure Document. The Fund will conform in all respects
to the rules, regulations and guidelines of the commodity exchanges on which
its trades are executed.
12. Audits and Reports to Members; Fund Records.
The Fund's books shall be audited annually by an independent certified public
accountant. The Managing Member shall, on behalf of the Fund, send to each
person who was a Member at any time during the fiscal year then ended (i)
within 90 days after the close of each fiscal year, certified financial
statements (including a balance sheet and statement of income) of the Fund for
the fiscal year then ended and (ii) within 75 days after the close of each
fiscal year, such tax information as is necessary for a Member to complete his
federal income tax return. The Managing Member, on behalf of the Fund, shall
also send to each Member any other annual and monthly information which the
CFTC may by regulation require. The Managing Member shall be responsible for
and shall cause the preparation of monthly and annual reports to Members. The
Managing Member is authorized to expend Fund funds and to utilize the services
of employees of the Managing Member, or any of its affiliates, to provide the
foregoing information and to notify the Members of other information as the
Managing Member may deem appropriate.
Proper books of account and records relating to the Fund's business shall be
made and kept by the Managing Member at its office as required by state
securities administrators and by the Commodity Exchange Act and the rules and
regulations promulgated thereunder, including balance sheets as of the end of
the Fund's fiscal year and statements of income, members equity and cash flows
for the year end; a statement showing total fees, compensation; brokerage
commissions and expenses paid by the Fund, segregated by type and stated both
in aggregate dollar terms and as a percentage of net assets. The Managing
Member shall also maintain a current list of the full name and last known
address of each Member, separately identifying the Managing Member and the
Members in alphabetical order, and setting forth the amount of cash and a
description and statement of the agreed value of any property or other
services contributed by each Member and which each Member has agreed to
contribute in the future, and the date on which each became a Member. Members
or their duly authorized representatives may inspect, copy or receive by mail
(upon payment of reasonable reproduction costs and mailing costs) such books
and records during normal business hours at the principal office of the
Managing Member provided that the Member gives the Managing Member reasonable
notice and represents, in writing, that the list will not be used for
commercial purposes. The Managing Member will preserve all Fund records for
at least six (6) years.
13. Assignability of Units; Redemption of Units; Suspension of Trading in
Certain Events; Automatic Termination of the Fund.
(a) Assignability of Units. As used in this Agreement, the term "assignment"
or "assign" shall include any assignment, transfer, mortgage, pledge, gift or
hypothecation.
(1) General Restrictions on Transferability. Units held by a Member may be
assigned only as permitted by law and by the provisions of this Paragraph
13(a). Neither the Fund nor the Members shall be bound by any assignment, nor
shall the Fund recognize any assignee as a Unit holder for any purpose, until
a counterpart of the instrument of assignment, executed and acknowledged by
the parties thereto, is delivered to the Fund. No transfers may be made
where, after the transfer or assignment, either the transferee/assignee or
transferor/assignor would hold less than $5,000 in value of Units in the Fund,
except transfers or assignments by gift, inheritance, intrafamily transfers,
family dissolutions and transfers to Affiliates.
(2) Permissible Transfers. Subject to Paragraph 13(a)(1) above, no Unit
holder shall assign all or any part of his Units, whether voluntarily or by
operation of law, or at judicial sale or otherwise, to any person; except that
a Unit holder may assign (but may not substitute the assignee as a substituted
Member in his place) all or a portion of his Units to any person or entity
upon written notice to the Managing Member provided that the Managing Member,
in its discretion, consents to such transfer. The Managing Member shall
withhold such consent only if, in the opinion of counsel designated by the
Managing Member, such transfer would more likely than not result in the
termination of the Fund (within the meaning of Section 708(b) of the Code) or
the termination of its status as a partnership thus causing it to be taxable
as a corporation (within the meaning of Section 7704 of the Code). Upon
advice of counsel, the Managing Member shall eliminate or modify any
restrictions on transfer or assignment at such time as the restriction is no
longer in place.
(3) Substitution of Members. No assignee of all or part of the Units of any
Member shall have the right to become a substituted Member except in
conformity with the Act and without affecting the limited liability of Members
and unless and until:
(A) his assignor has stated such intention in the instrument of assignment;
(B) the assignee has executed a counterpart of this Agreement or an instrument
reasonably satisfactory to the Managing Member accepting and adopting the
terms and provisions of this Agreement and has authorized the Managing Member
to act as such assignee's attorneys-in-fact;
(C) in the case of an assignee or transferee who is not otherwise a Member,
the Managing Member determines that the assignment complies with the laws of
the State of Delaware and is in conformity with the provisions of this
Agreement; and,
(D) the Managing Member consents in writing (which consent is in its sole and
absolute discretion) to such person becoming a substituted Member. The
Managing Member shall withhold such consent only if, in the opinion of counsel
designated by the Managing Member, such substitution would more likely than
not result in the termination of the Fund (within the meaning of Section
708(b) of the Code) or the termination of its status as a partnership thus
causing it to be taxable as a corporation (within the meaning of Section 7704
of the Code).
(4) No transfer may be made where, after the transfer, either the transferee
or the transferor holds less than the minimum number of units equivalent to an
initial minimum purchase, except for transfers by gift, inheritance,
intrafamily transfers, family dissolutions, and transfers to affiliates.
Any necessary amendments to this Agreement or to the Certificate of Formation
reflecting the substitution of Members shall be filed promptly in the Office
of the Secretary of State of the State of Delaware or in any other office
appropriate for such filing pursuant to the Act. The written notice required
by this Paragraph 13 shall specify the name and address of the assignee and
the date of assignment and shall include a statement by the assignee that he
agrees to give the above described written notice to the Managing Member upon
any subsequent assignment. If the Managing Member withholds consent, an
assignee shall not become a substitute Member and shall not have any of the
rights of a Member, except that the assignee shall be entitled to receive that
share of capital or profits and shall have the right of redemption to which
his assignor would otherwise have been entitled. An assigning Member shall
remain liable to the Fund as provided in the Act regardless of whether his
assignee becomes a substituted Member. No assignment, transfer or disposition
of Units shall be effective against the Fund or the Managing Member until the
first day of the month succeeding the month in which the Managing Member
receives notice of such assignment, transfer or disposition. The Managing
Member may, in its discretion, waive receipt of the above described notice or
waive any defect therein.
(b) Redemption of Units. A Member may request in writing ("Request for
Redemption") to withdraw from the Fund part or all of his capital contribution
and undistributed profits. Any such withdrawal is herein referred to as a
"Redemption."
All Requests for Redemption must specify the name and address of the redeeming
Member and the amount of Units sought to be redeemed. The effective date of
Redemption (the "Redemption Date") shall be the close of business on the last
business day of the then current month; provided that the Managing Member
shall be in receipt of the written request on or before ten prior to the
desired effective date of redemption. If the Managing Member receives the
Request for Redemption after ten days prior to the current month's Redemption
Date, the Units, at the discretion of the Managing Member, may be redeemed on
the following month's Redemption Date. Each member shall be notified within 10
days after the second to last business day of the month if their interests
have been redeemed. Payment shall be made to the Member requesting Redemption
within twenty (20) days following the Redemption Date. Any Request for
Redemption shall be mailed or delivered to the office of the Managing Member.
A Request for Redemption may be revoked prior to the Redemption Date by signed
written instruction to the Managing Member. The Managing Member may also, in
its discretion, declare additional Redemption dates for some or all of the
Units and may use its discretion to redeem all or some of a Members Units if
it determines such redemption to be in the best interests of the Fund.
Redemption of any Unit will be based on the net asset value per Unit,
calculated as of the close of business (as determined by the Managing Member)
on the Redemption Date. The Fund's positions in security and commodity
interests will be liquidated to the extent necessary to effect redemptions.
There will be no redemption fee; however, there will be a lock-in period of
twelve months commencing from the admission of units to the Fund wherein the
units may not be redeemed, which may be waived at the sole discretion of the
Managing Member.
Upon the Managing Member's reasonable conclusion, based on applicable
regulations or controlling precedent, that the Fund's assets are "plan assets"
as defined by the Department of Labor or otherwise, the Fund may call Units
owned by IRAs or certain other qualified retirement plans at the net asset
value per Unit of Units so held as of the close of business on the date of the
call.
In addition to the limits and conditions as set forth above, the right to
obtain Redemption shall be contingent upon the Fund's having property
sufficient to discharge its liabilities on the date of Redemption. If the
Managing Member determines that permitting the number of Redemptions sought
would be detrimental to the tax status of the Fund, it may restrict the number
of Redemptions to be permitted as are necessary, in its sole discretion, to
not impair the Fund's tax status. Under special circumstances, including, but
not limited to, the inability to liquidate positions in security or commodity
interests as of or following the Redemption Date, default or delay in payments
due to the Fund from commodity brokers, banks or other persons, the Fund may
in turn delay payment to persons requesting Redemption of Units of the
proportionate part of net asset value represented by the sums that are the
subject to such default or delay. In these cases, the managing member will
honor redemptions in the order the requests physically arrive at its office
(first-come, first-serve). If multiple requests arrive simultaneously and
there is insufficient cash to grant all the redemptions, each investor that
made a redemption request will receive a redemption amount pro rated based on
its Unit investment in the Fund.
14. Admission of Additional Members.
Pursuant to Paragraph 13, the Managing Member may consent to and admit any
assignee of Units as a substituted Member or may admit additional Members
pursuant to Paragraph 6.
Additional or substitute Managing Members may be admitted to the Fund pursuant
to Paragraph 19(c). Upon the admission of any substitute or additional
Managing Member or Managing Members, this Agreement shall be amended (and each
Member consents to such amendment) so that the provisions of this Agreement
shall apply to such Managing Member or Managing Members in the same manner as
now applicable to the Managing Member, to the extent practicable.
15. Special Power of Attorney.
Each Member, in connection with his investment in the Fund, understands that
by executing this Agreement, whether in counterpart, by separate instrument or
otherwise, he irrevocably constitutes and appoints the Managing Member with
full power of substitution, as its true and lawful attorneys-in-fact, with
full power and authority in its name, place and stead, to admit additional
Members to the Fund, to file, prosecute, defend, settle or compromise any
litigation, claims or arbitrations on behalf of the Fund and to execute,
acknowledge, swear to and deliver (as may be appropriate): (i) all
certificates, conveyances and other instruments (including but not limited to
articles of organization in various jurisdictions, this Agreement and any
amendments hereto, agreements with third parties necessary to carry out the
Fund's business, authorized amendments to each of the foregoing and a
certificate or certificates of assumed name or of doing business under a
fictitious business name) which the Managing Member deems appropriate and in
accordance with the terms of this Agreement (including without limitation, to
reflect the admission of new Members) or advisable to qualify or continue the
Fund as a limited liability company in the jurisdictions in which the Fund may
conduct business or which may be required to be filed by the Fund or the
Member under the laws of any jurisdiction; (ii) all instruments which the
Managing Member deems appropriate to reflect a reorganization or refiling of
the Fund in a different jurisdiction, provided that such reorganization or
refiling does not result in a material change in the rights of the Members;
and (iii) all conveyances and other instruments which the Managing Member
deems appropriate to reflect the dissolution and termination of the Fund.
Each Member understands that the foregoing grant of authority is a special
power of attorney coupled with an interest, is irrevocable, and shall survive
the dissolution of a Member. Each Member agrees to be bound by any
representation made by the Managing Member and by any successor thereto,
acting in good faith pursuant to such Power of Attorney, and each Member
hereby waives any and all defenses which may be available to contest, negate
or disaffirm the action of the Managing Member, and any successor thereto,
taken in good faith under such Power of Attorney. In addition to this Power
of Attorney, each Member agrees to execute a special Power of Attorney on a
document separate from this Agreement. The form of Power of Attorney to be
executed is included in the Subscription Agreement and Power of Attorney
attached to the Memorandum. In the event of any conflict between this
Agreement and any instruments filed by such attorney pursuant to the Power of
Attorney granted in this Paragraph 15, this Agreement shall control.
16. Withdrawal of a Managing Member and/or Member.
The Fund shall be dissolved and terminated upon the withdrawal, dissolution,
admitted or court decreed insolvency or the removal of both the Corporate and
Individual Managing Member unless the Fund is continued pursuant to the terms
of Paragraph 19(c). In addition, either Managing Member may withdraw from the
Fund at any time upon 120 days prior written notice by first class mail,
postage prepaid, to each Member. If both Managing Members withdraw and a
majority of the remaining Members elect to continue the Fund, the withdrawing
Managing Members shall pay all expenses incurred as a result of their
withdrawal.
A Member will cease to be a Member upon redemption or assignment of all of
such Member's Units. The withdrawal, insolvency or dissolution of a Member
shall not terminate or dissolve the Fund, and a Member, or its representative
shall have no right to withdraw or demand an accounting of the value of the
Member's interest in the Fund except as provided in Paragraph 13. Each Member
(and any assignee of a Member's interest) waives on behalf of itself and its
successors the furnishing of any inventory, accounting or appraisal of the
assets of the Fund and any right to an audit.
17. Indemnification.
(a) By the Fund. The Managing Member, and any affiliates of the Managing
Member engaged in the performance of services on behalf of the Fund, shall be
indemnified for any liability, loss or expense (including attorney's fees,
judgments and amounts paid in settlement) suffered by the Managing Member or
such affiliates and shall have no liability to the Fund or to any Member for
liability or loss suffered by the Fund which arises out of any action or
inaction of the Managing Member or such affiliates if (1) the Managing Member
has determined, in good faith, that such course of conduct was in the best
interests of the Fund and (2) such liability or loss was not the result of
negligence, misconduct or the breach of its fiduciary obligations to the
members by the Managing Member or such affiliates.
Notwithstanding the foregoing, the Managing Member, and any affiliate engaged
in the performance of services on behalf of the Fund, shall not be indemnified
for any liability imposed by judgment, and costs associated therewith,
including attorney's fees, arising from or out of a violation of state or
federal securities laws or rules; provided, however, the Managing Member and
its affiliates shall be indemnified for settlement and related expenses of
lawsuits alleging securities law violations, and for expenses incurred in
successfully defending such lawsuits, provided that a court either (1)
approves the settlement and finds that indemnification of the settlement and
related costs should be made, or (2) approves indemnification of litigation
costs if a successful defense is made, provided, however, that the Managing
Member must apprise the court of the positions of the Securities and Exchange
Commission and other appropriate state securities administrators with respect
to indemnification for securities laws violations before seeking court
approval for indemnification.
Any amounts payable to the Managing Member or its affiliates pursuant to the
foregoing are recoverable only out of the assets of the Fund and not from the
Members. The Fund shall not incur the cost of that portion of liability
insurance which insures the Managing Member and its affiliates for any
liability as to which the Managing Member and its affiliates are prohibited
from being indemnified.
Except with respect to lawsuits involving alleged securities law violations,
any indemnification, unless ordered or expressly permitted by a court, shall
be made by the Fund only upon a determination by independent legal counsel in
a written opinion that the conduct which is the subject matter of a claim,
demand or lawsuit with respect to which indemnification is sought meets the
applicable standard set forth in this Paragraph 17.
Fund funds may be paid to the Managing Member and its affiliates for legal
expenses and other costs incurred as a result of legal action initiated
against the Managing Member or its affiliates are permissible if the following
conditions are satisfied: (1) the legal action relates to the performance of
duties or services by the Managing Member or its affiliates on behalf of the
Fund; (2) the legal action is initiated by a third party who is not a holder
of a Fund interest; (3) the Managing Member or its affiliates undertake to
repay the advanced funds, together with the applicable legal rate of interest
thereon, to the Fund in cases in which they would not be entitled to
indemnification.
The Fund may also indemnify and hold harmless any clearing broker, or other
party with which it does business to the extent their conduct does not
constitute misconduct, negligence, an act or omission due to bad faith, or
failure to act in good faith in the reasonable belief that their actions were
in, or not opposed to, the best interests of the Fund and in accordance with
the Trading Policies and the trading strategies as described in the Disclosure
Document.
(b) By the Members. In the event the Fund is made a party to any claim,
dispute or litigation or otherwise incurs any loss or expense as a result of
or in connection with any Member's (or assignee's) actions unrelated to the
Fund's business, the Member (or assignees, cumulatively) shall indemnify and
reimburse the Fund for all loss and expense incurred, including reasonable
attorney's fees.
In the event the Fund advances funds on behalf of the Managing Member, and the
Managing Member is not entitled to indemnification, the Managing Member will
repay the funds together with applicable legal interest.
18. Designation of Tax Matters Partner.
The Corporate Managing Member is hereby designated as Tax Matters Partner
(pursuant to Code Section 6231(a)(7)). In the event that the Corporate
Managing Member assigns, transfers or conveys its entire interest in the Fund
or resigns or withdraws as a Managing Member pursuant to this Agreement, the
successor Managing Member will be designated Tax Matters Partner. The
Corporate Managing Member, in its sole discretion, will have the power to
appoint any other Member Tax Matters Partner; provided, however, that no
appointment will have the effect of causing the Fund to be classified for
Federal income tax purposes as an association taxable as a corporation or will
have the effect of causing the Fund to be classified as a general partnership
under the laws of Delaware or any jurisdiction in which the Fund is conducting
business. The Fund hereby indemnifies and holds harmless the Corporate
Managing Member from and against any claim, loss, expense, liability, action
or, damage resulting from its acting, or its failure to take any action, as
the Tax Matters Partner, provided that any such action or failure to act is
not due to the fraud, negligence, breach of fiduciary duty, bad faith or
misconduct of the Corporate Managing Member.
(a) Notice. The Tax Matters Partner will notify all Members of the
commencement of any Fund tax audit and of a financial Fund administrative
adjustment, if any, within 14 days of its receipt of such notices from the
Internal Revenue Service (the "Service").
(b) Members Audit Waiver. The Members hereby waive any right to negotiate or
enter into a settlement agreement with the Service in any Fund tax audit
proceeding. All such negotiations will be conducted solely by the Tax Matters
Partner. Any settlement agreement between the Service and a Member, regarding
an adjustment of any Fund item, will be null and void unless such Member has
obtained the prior written consent of the Tax Matters Partner.
(c) Audit Expenses. All expenses incurred by the Tax Matters Partner in
participating in any Fund tax audit or contesting any adjustment proposed by
the Service will be borne by the Fund.
(d) Members Petition Waivers. The Members hereby waive any rights to file a
petition for a readjustment of Fund items pursuant to Code Section 6226,
unless the Tax Matters Partner, in its sole discretion, does not file such a
petition within 90 days of its receipt of a notice of a final Fund
administrative adjustment and unless such petition is filed in the appropriate
Federal District Court in the State of Delaware.
19. Amendments; Meetings.
(a) Amendments with Consent of the Managing Member. If at any time during the
term of the Fund the Managing Member deems it necessary or desirable to amend
this Operating Agreement, it may proceed to do so, provided that the amendment
shall be effective only if embodied in an instrument signed by the Managing
Member and by Members owning more than 70% of the Units then owned by the
Members and if made in accordance with and to the extent permissible under the
Act. The approval of the Members may be obtained by the Managing Member by
means of a written notice to the Members requiring each Member to respond to
the Managing Member in the negative by a specified time or to be deemed to
have approved of the proposed amendment if such negative response is not
received by such specified time. Any supplemental or amendatory agreement
shall be adhered to and have the same effect from and after its effective date
as if the same had originally been embodied in and formed a part of this
Agreement; provided, however, that no supplemental or amendatory agreement
shall, without the consent of all Members, change or alter this Paragraph 19,
extend the term of the Fund, reduce the capital account of any Member or
modify the percentage of profits, losses or distributions to which any Member
is entitled. In addition, reduction of the capital account of any assignee or
modifications of the percentage of profits, losses or distributions to which
an assignee is entitled shall not be affected by amendment or supplement to
this Agreement without the assignee's consent. No meeting procedure or
specified notice period is required in the case of amendments made with the
consent of the Managing Member; it being agreed and understood that mere
receipt of an adequate number of unrevoked consents (or negative approvals, as
provided above) are sufficient. The Managing Member may amend this Agreement
without the consent of the Members in order to:
(i) clarify any inaccuracy, ambiguity or reconcile any inconsistency
(including any inconsistency between this Agreement and the Disclosure
Document);
(ii) add to the representations, duties or obligations of the Managing Member
or surrender any right or power of the Managing Member for the benefit of the
Members;
(iii) delete or add any provision of this Agreement required to be deleted or
added by the staff of the Securities and Exchange Commission or other federal
agency or any state securities official or similar official or in order to opt
to be governed by any amendment or successor statute to the Act;
(iv) change the name of the Fund or the location of the principal place of
business of the Fund;
(v) change this Agreement in any manner that is appropriate or necessary to
qualify or maintain the qualification of the Fund as a limited liability
company in which the Members have limited liability under the laws of any
state or that is appropriate or necessary to ensure that the Fund will not be
treated as an association taxable as a corporation for federal income tax
purposes;
(vi) change this Agreement in any manner that does not adversely affect the
Members in any material respect or that is required or contemplated by other
provisions of this Agreement;
(vii) make any amendment that is appropriate or necessary, in the opinion of
the Managing Member, to conform this Agreement to any requirement of law or to
prevent the Fund or the Managing Member or its directors or officers from in
any manner being subjected to the provisions of the Investment Company Act of
1940, as amended, the Investment Advisors Act of 1940, as amended, or "plan
asset" regulations adopted under the Employee Retirement Income Security Act
of 1974, as amended, regardless of whether substantially similar to plan asset
regulations currently applied or proposed by the United States Department of
Labor;
(viii) make any other amendment similar to the foregoing; provided, that no
such amendment will be adverse to the interests of the Members;
(ix) amend this Agreement to effect the interest of the allocations proposed
herein to the maximum extent possible in the event of a change in the Internal
Revenue Code or the interpretations thereof affecting such allocations; or
(x) make any amendment necessary so that Fund income not be deemed to
constitute "unrelated business taxable income" under the Internal Revenue
Code.
(b) Meetings. Upon receipt of a written request, signed by Members owning at
least 10% of the Units then owned by Members, that a meeting of the Fund be
called to consider any matter which the Members may vote upon pursuant to this
Agreement, the Managing Member shall, by written notice to each Member of
record mailed within fifteen (15) days after receipt by the Managing Member of
such request, call a meeting of the Fund. The meeting shall be held at least
thirty (30) but not more than sixty (60) days after the mailing of the notice,
and the notice shall specify the date of, a reasonable place and time for, and
the purposes of the meeting. The cost of distribution of the Notice of
Meeting and Request to all Members of any such meeting will be borne by the
Fund
(c) Amendments and Actions without Consent of the Managing Member. At any
meeting called by the Managing Member or pursuant to Paragraph 19(b), upon the
affirmative vote (which may be in person or by proxy) of the majority of the
units then owned by the Members, the following actions may be taken,
irrespective of whether the Managing Member concurs:
(i) this Agreement may be amended in accordance with and only to the extent
permissible under the Act;
(ii) the Fund may be dissolved;
(iii) the Managing Member may be removed and replaced;
(iv) a new Managing Member or Managing Members may (to the extent permitted by
the Act) be elected if the Managing Member ceases to be a Managing Member;
(v) the sale of all or substantially all of the assets of the Fund may be
approved; and
(vi) any contracts with the Managing Member or any of its affiliates may be
terminated on sixty (60) days notice without penalty. If the Managing Member
is removed or withdraws from the Fund, its interest shall be valued on a Unit-
equivalent basis and immediately redeemed.
In the event of a removal or withdrawal of the Managing Member and there is no
remaining Managing Member, the Members may unanimously agree in writing to
continue the business of the Fund and appoint one or more Managing Members
within 90 days of such withdrawal.
(d) In the event the Fund is required to comply with Regulation 14A under the
Security Exchange Act of 1934 (the proxy rules) or any successor regulation,
the foregoing time periods specified in this Paragraph 19 may be altered by
the Managing Member so as not to conflict therewith.
20. Governing Law.
The validity and construction of this Agreement shall be determined and
governed by the laws of the State of Delaware, without regard to conflict of
laws principles. This Agreement is intended to qualify Members for limited
liability as provided for under Delaware law, and all of the provisions of
this Agreement shall be construed in the light of such intention.
21. Miscellaneous.
(a) Priority Among Members. No Member shall be entitled to any priority or
preference over any other Member in regard to the affairs of the Fund, except
to the extent that this Agreement may be deemed to establish a priority or
preference.
(b) Notices. All notices under this Agreement shall be in writing and, except
as set forth in the following sentence, shall be effective upon personal
delivery, or if sent by first class mail, postage prepaid addressed to the
last known address of the party to whom the notice is to be given, upon the
deposit of the notice in the United States mail. Requests for Redemption and
notice of assignment of Units or any interest therein shall be effective upon
receipt by the Managing Member.
(c) Binding Effect. This Agreement shall inure to and be binding upon all of
the parties, their successors and assigns, custodians, heirs and personal
representatives. For purposes of determining the rights of any Member or
assignee, the Fund and the Managing Member may rely upon the Fund records as
to who are Members and assignees and all Members and assignees agree that
their rights shall be determined and that they shall be bound thereby,
including all rights which they may have under Paragraphs 13 to 19 hereof.
(d) Captions. Captions in no way define, limit, extend or describe the scope
of this Agreement nor the effect of any of its provisions.
(e) Invalidity or Unenforceability. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid or unenforceable, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those to which it is
held invalid or unenforceable, shall not be affected thereby.
(f) Code or Treasury Regulations. Each and every time reference is made in
this Agreement to a section of the Code or Treasury Regulations, such
reference shall be deemed to apply to such section of the Code or Treasury
Regulations as in effect on the date hereof or as the same may be amended from
time to time.
(g) Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which shall constitute
one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement, as of the day
and year first above written, in multiple counterparts, which when taken
together, shall constitute one and the same instrument.
Corporate Managing Member & Commodity Pool Operator:
TRIVIEW CAPITAL MANAGEMENT, INC.
____________________________
Michael P. Pacult
President
Initial Member:
____________________________
Michael P. Pacult
TRIVIEW GLOBAL FUND, LLC
By: TRIVIEW CAPITAL MANAGEMENT, INC.
Corporate Managing Member
By: ____________________________
Michael P. Pacult
President
TRIVIEW GLOBAL FUND, LLC
____________________________
Michael P. Pacult
Individual Managing Member
<page>
APPENDIX B TO TRIVIEW GLOBAL FUND DISCLOSURE DOCUMENT
TRIVIVEW GLOBAL FUND, LLC
REQUEST FOR REDEMPTION
To: TriView Capital Management, Inc. _____________________________
Managing Member Our Social Security Number or
5914 N. 300 West Taxpayer ID Number
P. O. Box 760
Fremont, IN 46737 _____________________________
Joint Social Security Number
Dear Managing Member:
The undersigned hereby requests redemption ("Redemption"), as defined in and
subject to all the terms and conditions disclosed in the Offering Circular
(the "Prospectus") delivered to the undersigned at the time of our purchase of
membership interests (the "Units") in TriView Global Fund, LLC, (the "Fund"),
of $__________________ of Units (or insert the number of Units to be
Redeemed). This Redemption request must be received by you no later than ten
(10) days prior to the last business day of the month in which the Redemption
is to occur. Once this Redemption request is approved and accepted by you as
Managing Member, it will be paid at the Net Asset Value per Unit, as described
in the Prospectus, as of the close of business at the end of the month
following such approval.
The undersigned hereby represents and warrants that the undersigned is the
true, lawful and beneficial owner of the Units to which this Request is made
with full power and authority to request Redemption of such Units. Such
Units are not subject to any pledge or otherwise encumbered.
United States Taxable Members Only - Under penalty of perjury, the undersigned
hereby certifies that the Social Security Number or Taxpayer ID Number
indicated on this Request for Redemption is the undersigned's true, cared and
complete Social Security Number or Taxpayer ID Number and that the undersigned
is not subject to backup withholding under the provisions of section
3406(a)(1)(C) of the Internal Revenue Code.
Non United States Members Only - Under penalty of perjury, the undersigned
hereby certifies that (a) the undersigned is not a citizen or resident of the
United States or (b) (in the case of an investor which is not an individual)
the investor is not a United States corporation, partnership, estate or trust.
SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
Please forward a fund check for the Redemption proceeds to the undersigned at:
___________________________________________________________________________
Name Street City, State and Zip Code
Entity Member Individual Member(s)
_______________________________________________________
(Name of Entity) (Signature of Member)
By: _____________________________
(Authorized corporate officer, partner, (Signature of Member)
custodian or trustee)
__________________________________
(Title)
APPENDIX C TO TRIVIEW GLOBAL FUND DISCLOSURE DOCUMENT
TRIVIEW GLOBAL FUND, LLC
SUBSCRIPTION REQUIREMENTS
By executing the Subscription Agreement and Power of Attorney for TriView
Global Fund, LLC (the "Fund"), each purchaser ("Purchaser") of Membership
Interests (the "Units") in the Fund irrevocably subscribes for Units at a
price equal to the Net Asset Value per Unit as of the end of the month in
which the subscription is accepted as described in the Fund's Offering
Circular dated April __, 2012 (the "Prospectus"). The minimum subscription is
$25,000, however, it may be lowered to not less than $5,000 by the Managing
Member; additional Units may be purchased in multiples of $1,000.
Subscriptions must be accompanied by a check in the full amount of the
subscription and made payable to "Star Financial Bank for the exclusive
benefit of the customers of TriView Global Fund, LLC". Purchaser is also
delivering to the Selling Agent an executed Subscription Agreement and Power
of Attorney (Appendix D to the Prospectus). Upon acceptance of Purchaser's
Subscription Agreement and Power of Attorney Purchaser agrees to contribute
Purchaser's subscription to the Fund and to be bound by the terms of the
Fund's LLC Operating Agreement, attached as Appendix A to the Prospectus, as
amended from time to time pursuant to its terms. Thereafter, upon the sale of
one million ($1,000,000) of Units, the Managing Member will direct the
release of funds from the depository account and the commencement of trading
by the Fund. The offering will terminate one year from the date of this
prospectus if the minimum is not sold, or upon three years from the date of
this prospectus if the minimum is sold. However, the managing member reserves
the right to change the termination date of the offering pursuant to the LLC
Operating Agreement. Purchaser agrees to reimburse the Fund and the Managing
Member for any expense or loss, including legal fees and court costs, incurred
as a result of the cancellation of Purchaser's Units due to a failure of
Purchaser to deliver good funds in the amount of the subscription price. By
execution of the Subscription Agreement and Power of Attorney, pursuant to the
terms of the offering, Purchaser shall have executed the LLC Operating
Agreement.
As an inducement to the Managing Member to accept this subscription, Purchaser
(for the Purchaser and, if Purchaser is an entity, on behalf of and with
respect to each of Purchaser's shareholders, partners or beneficiaries), by
executing and delivering Purchaser's Subscription Agreement and Power of
Attorney, represents and warrants to the Managing Member, the Commodity Broker
and the Selling Agent who solicited Purchaser's subscription and the Fund, as
follows:
(a) Purchaser is of legal age to execute the Subscription Agreement and
Power of Attorney and is legally competent to do so. Purchaser acknowledges
that Purchaser has received a copy of the Prospectus, including the LLC
Operating Agreement, prior to subscribing for Units.
(b) All information that Purchaser has heretofore furnished to the Managing
Member or that is set forth in the Subscription Agreement and Power of
Attorney submitted by Purchaser is correct and complete as of the date of such
Subscription Agreement and Power of Attorney, and if there should be any
change in such information prior to acceptance of Purchaser's subscription,
Purchaser will immediately furnish such revised or corrected information to
the Managing Member.
(c) Unless (d) or (e) below is applicable, Purchaser's subscription is made
with Purchaser's funds for Purchaser's own account and not as trustee,
custodian or nominee for another.
(d) The subscription, if made as custodian for a minor, is a gift Purchaser
has made to such minor and is not made with such minor's funds or, if not a
gift, the representations as to net worth and annual income set forth below
apply only to such minor.
(e) If Purchaser is subscribing in a representative capacity, Purchaser has
full power and authority to purchase the Units and enter and be bound by the
Subscription Agreement and Power of Attorney on behalf of the entity for which
he is purchasing the Units, and such entity has full right and power to
purchase such Units and enter and be bound by the Subscription Agreement and
Power of Attorney and become a Member pursuant to the LLC Operating Agreement
which is attached to the Prospectus as Appendix A.
(f) Purchaser either is not required to be registered with the Commodity
Futures Trading Commission ("CFTC") or to be a member of the National Futures
Association ("NFA") or if required to be so registered is duly registered with
the CFTC and is a member in good standing of the NFA.
(g) If the undersigned is acting on behalf of an "employee benefit plan," as
defined in and subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or a "plan" as defined in and subject to Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), the
individual signing this Subscription Agreement and Power of Attorney on behalf
of the undersigned hereby further represents and warrants as, or on behalf of,
the Plan responsible for purchasing units (the "Plan Fiduciary") that: (a) the
Plan Fiduciary has considered an investment in the Fund for such plan in light
of the risks relating thereto; (b) the Plan Fiduciary has determined that, in
view of such considerations, the investment in the Fund is consistent with the
Plan Fiduciary's responsibilities under ERISA; (c) the Plan's investment in
the Fund does not violate and is not otherwise inconsistent with the terms of
any legal document constituting the Plan or any trust agreement thereunder;
(d) the Plan's investment in the Fund has been duly authorized and approved by
all necessary parties; (e) none of the Managing Member, the Fund's advisors,
the Fund's cash manager, the Fund's futures brokers, any selling agent, any of
their respective affiliates or any of their respective agents or employees:
(i) has investment discretion with respect to the investment of assets of the
Plan used to purchase units; (ii) has authority or responsibility to or
regularly gives investment advice with respect to the assets of the Plan used
to purchase units for a fee and pursuant to an agreement or understanding that
such advice will serve as a primary basis for investment decisions with
respect to the Plan and that such advice will be based on the particular
investment needs of the Plan; or (iii) is an employer maintaining or
contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to
make, and is responsible for, the decision to invest in the Fund, including
the determination that such investment is consistent with the requirement
imposed by Section 404 of ERISA that Plan investments be diversified so as to
minimize the risks of large losses, (ii) is independent of the Managing
Member, the Fund's advisors, the Fund's cash manager, the Fund's futures
brokers, any selling agent, each of their respective affiliates, and (iii) is
qualified to make such investment decision. The undersigned will, at the
request of the Managing Member, furnish the Managing Member with such
information as the Managing Member may reasonably require to establish that
the purchase of the units by the Plan does not violate any provision of ERISA
or the Code, including without limitation, those provisions relating to
"prohibited transactions" by "parties in interest" or "disqualified persons"
as defined therein.
(h) If the undersigned is acting on behalf of a trust (the "Subscriber
Trust"), the individual signing the Subscription Agreement and Power of
Attorney on behalf of the Subscriber Trust hereby further represents and
warrants that an investment in the Trust is permitted under the trust
agreement of the Subscriber Trust, and that the undersigned is authorized to
act on behalf of the Subscriber Trust under the trust agreement thereof.
(i) Purchaser represents and warrants that purchaser has (i) a net worth of at
least $250,000 (exclusive of home, furnishings and automobiles) or (ii) an
annual gross income of at least $70,000 and a net worth (similarly calculated)
of at least $70,000. Residents of the following states must meet the
requirements set forth below (net worth in all cases is exclusive of home,
furnishings and automobiles). In addition, purchaser may not invest more than
10% of his net worth (exclusive of home, furnishings and automobiles) in the
Fund.
State Suitability Requirements
1. California-Net worth of at least $250,000 or a net worth of at least
$70,000 and annual taxable income of at least $70,000.
2. Kansas-It is recommended by the Office of the Kansas Securities
Commissioner that Kansas investors not invest, in the aggregate, more than 10%
of their "liquid net worth" in this and similar direct participation programs.
For these purposes, "liquid net worth" is defined as that portion of net worth
which consists of cash, cash equivalents and readily marketable securities
3. Nebraska-Net worth of at least $250,000 or a net worth of at least
$70,000 and annual taxable income of at least $70,000.
4. South Carolina-Net worth of at least $250,000 or a net income in the
preceding year some portion of which was subject to maximum federal and State
income tax.
5. Texas-Net worth of at least $250,000 or a net worth of at least $70,000
and annual taxable income of at least $70,000.
In the case of sales to fiduciary accounts, the net worth and income standards
may be met by the beneficiary, the fiduciary account, or, if the donor or
grantor is the fiduciary, by the donor or grantor who supplies the funds to
purchase the partnership interests.
The foregoing suitability standards are regulatory minimums only. Merely
because you meet such requirements does not necessarily mean that a high risk,
speculative and illiquid investment such as one in the Fund is, in fact,
suitable for you.
<page>
APPENDIX D TO TRIVIEW GLOBAL FUND DISCLOSURE DOCUMENT
TRIVIEW GLOBAL FUND, LLC
UNITS OF MEMBERSHIP INTEREST
SUBSCRIPTION INSTRUCTIONS
Any person considering subscribing for
Units should carefully read and review the Prospectus.
The Units are speculative and involve a high degree of risk. No person may
invest more than 10% of his or her liquid net worth (exclusive of home,
furnishings and automobiles) in the Fund. No entity-and, in particular, no
ERISA plan-may invest more than 10% of its liquid net worth (readily
marketable securities) in the Fund. If a purchaser is allowed to purchase
less than $25,000 in Units, then the purchaser must have a minimum annual
gross income of $70,000 and a minimum net worth of $70,000 or, in the
alternative, a minimum net worth of $250,000. The offering will terminate one
year from the date of this prospectus if the minimum is not sold, or upon
three years from the date of this prospectus if the minimum is sold. However,
the managing member reserves the right to change the termination date of the
offering pursuant to the LLC Operating Agreement.
A Subscription Agreement and Power of Attorney Signature Page (the "Signature
Page") is attached to these Subscription Instructions and the following
Subscription Agreement and Power of Attorney. The Signature Page is the
document which you must execute if you wish to subscribe for Units. One copy
of such Signature Page should be retained by you for your records and the
others delivered to your Registered Representative.
FILL IN ALL OF THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING BLACK INK
ONLY, AS FOLLOWS
Item 1 - Enter the dollar amount of the purchase.
Items 2 - 7 - Enter the Social Security Number or Taxpayer ID Number and
check the appropriate box to indicate the type of individual ownership desired
or of the entity that is subscribing. In the case of joint ownership, either
Social Security Number may be used.
The Signature Page is self-explanatory for most ownership types; however, the
following specific instructions are provided for certain of the ownership
types identified on the Signature Page:
Trusts-Enter the trust's name on Line 3 and the trustee's name on Line 4,
followed by "Ttee." If applicable, use Line 7 also for the custodian's name.
Be sure to furnish the Taxpayer ID Number of the trust.
Custodian Under Uniform Gifts to Minors Act-Complete Line 3 with the name of
minor followed by "UGMA." On Line 7, enter the custodian's name followed by
"Custodian." Be sure to furnish the minor's Social Security Number.
Partnership or Corporation-The partnership's or corporation's name is required
on Line 4. Enter a partner's or officer's name on Line 4. Be sure to furnish
the Taxpayer ID Number of the partnership or corporation. A subscriber who is
not an individual must provide a copy of documents evidencing the authority of
such entity to invest in the Partnership.
Item 8 - The investor(s) must execute the Subscription Agreement and
Power of Attorney Signature Page and review the representations relating to
backup withholding tax or non-resident alien status underneath the signature
and telephone number lines in Item 8.
Item 9-10 - Registered Representative must complete.
The Selling Agent's copy of the Subscription Agreement and Power of Attorney
Signature Page may be required to be retained in the Branch Office.
<page>
TRIVIEW GLOBAL FUND, LLC
UNITS OF MEMBERSHIP INTEREST
BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934
SUBSCRIPTION AGREEMENT AND
POWER OF ATTORNEY
To: TriView Capital Management, Inc. _____________________________
Managing Member Our Social Security Number or
5914 N. 300 West Taxpayer ID Number
P. O. Box 760
Fremont, IN 46737 _____________________________
Joint Social Security Number
Dear Managing Member:
1. Subscription For Units. I hereby subscribe for the number of Membership
Units ("Units") in TriView Global Fund, LLC (the "Fund") set forth below
(minimum $25,000) in the Subscription Agreement and Power of Attorney
Signature Page, at a price per Unit as set forth in the Fund disclosure
document dated April __, 2012, (the "Prospectus"). I have completed and
executed a Subscription Agreement and Power of Attorney Signature Page in the
form attached hereto as Appendix "D", and delivered the executed Subscription
Documents to the Sales Agent and executed a check made payable to "Star
Financial Bank for the exclusive benefit of the customers of TriView Global
Fund, LLC" to be delivered by the Sales Agent to the Depository Agent by noon
the second business day after receipt for deposit to the Depository Account.
The Managing Member may, in its sole and absolute discretion, accept or reject
this subscription, in whole or in part. If this subscription is accepted, I
understand subscribers will earn additional Units in lieu of interest earned
on the undersigned's subscription during any period of time, if any, such
subscription is held in the depository account. If this subscription is
rejected, all funds remitted by the undersigned will be returned, together
with any interest earned from the depository account, if any.
2. Power of Attorney. In connection with my acceptance of an Interest in the
Fund, I do hereby irrevocably constitute and appoint the Managing Member, and
its successors and assigns, as my true and lawful Attorney-in-Fact, with full
power of substitution, in my name, place and stead, to (i) file, prosecute,
defend, settle or compromise litigation, claims or arbitration on behalf of
the Fund; and, (ii) make, execute, sign, acknowledge, swear to, deliver,
record and file any documents or instruments which may be considered necessary
or desirable by the Managing Member to carry out fully the provisions of the
LLC Operating Agreement of the Fund, which is attached as Appendix A to the
Prospectus, including, without limitation, the execution of the said Agreement
itself and by effecting all amendments permitted by the terms thereof. The
Power of Attorney granted hereby shall be deemed to be coupled with an
interest and shall be irrevocable and shall survive, and shall not be affected
by, my subsequent death, incapacity, disability, insolvency or dissolution or
any delivery by me of an assignment of the whole or any portion of my interest
in the Fund.
3. Irrevocability; Governing Law. You may revoke your subscription for five
business days after you send it to us (the "Revocation Period"). After the
lapse of five business days from submission, your subscription will be
irrevocable. The Units offered to you are subject to prior sale. I hereby
acknowledge and agree that after the Revocation Period I am not entitled to
cancel, terminate or revoke this subscription or any of my agreements
hereunder and that this subscription and such agreements shall survive my
death or disability. This Subscription Agreement and Power of Attorney shall
be governed by and interpreted in accordance with the laws of the State of
Delaware.
4. Representations and Warranties. By executing the Subscription Agreement
and Power of Attorney, you (for yourself and any co-subscriber, and, if you
are signing on behalf of an entity, on behalf of and with respect to that
entity and its shareholders, partners, beneficiaries or members), represent
and warrant to the Managing Member and the Fund as follows (As used below, the
terms "you and your" refer to you and your co-subscriber, if any, or if you
are signing on behalf of an entity, that entity):
<page>
(Please initial each item to provide your acknowledgement or representation)
Primary Joint
1. I have received a copy of the Prospectus dated April __, 2012, including
the LLC Operating Agreement.
2. If an individual subscriber, I am of legal age to execute the
Subscription Agreement and am legally competent to do so.
3. I satisfy the applicable financial suitability and minimum investment
requirements in the Prospectus and Appendix C, including the "State
Suitability Requirements" for residents of the state in which I reside that
appear under that caption.
4. Unless representation (5) or (6) below is applicable, my subscription is
made with my funds for my own account and not as trustee, custodian, or
nominee for another.
5. If I am subscribing as a custodian for a minor, either (a) the
subscription is a gift I have made to that minor and is not made with that
minor's funds, in which case the representations as to net worth and annual
income below apply only to myself, acting as custodian, or (b) if the
subscription is not a gift, the representations as to net worth, and annual
income below apply only to that minor.
6. If I am subscribing as a trustee or custodian of an employee benefit
plan, or of an IRA, at the direction of the beneficiary of that plan or IRA,
all representations in the Subscription Agreement apply only to the
beneficiary of that plan or IRA.
7. I understand that my investment is not transferable and is illiquid
except for limited redemption provisions, as set forth in the Prospectus and
the LLC Operating Agreement.
8. This investment represents 10% or less of my total net worth.
9. I believe I have provided for my retirement and the support of those who
are dependent on me without the need for return of my investment in this Fund.
10. I have not omitted any information in the documents supplied to my
broker or sales agent that would prevent them from determining my suitability
for this investment.
5. Additional Disclosures:
The trade of futures and options on futures involves substantial risk,
including the loss of your investment.
The Managing Member and the sales agent shall make every reasonable effort to
determine that the purchase of units of membership interest is a suitable and
appropriate investment for you, on the basis of the information regarding your
financial situation and investment objectives obtained from this suitability
questionnaire and subscription agreement signed and delivered by you in
connection with your subscription for units. On the basis of the information
provided by you, the Managing Member and the sales agent shall make every
reasonable effort to ascertain that you:
(a) meet the minimum income and net worth standards established for the
Fund;
(b) can reasonably benefit from an investment in the Fund based on your
overall investment objectives and portfolio structure;
(c) are able to bear the economic risks of an investment in the Fund based
on your overall financial situation; and
(d) have an understanding of:
(i) the fundamental risks of an investment in the Fund;
(ii) the risk that you may lose your entire investment;
(iii) the restrictions on the liquidity and transferability of the units;
(iv) the background and qualification of the Managing Member and the Fund's
commodity trading advisor; and
(v) the tax consequences of an investment in the Fund.
<page>
TRIVIEW GLOBAL FUND, LLC
Units of Membership Interests
Subscription Agreement and Power of Attorney - Signature Page
The investor named below, by execution and delivery of this Subscription
Agreement and Power of Attorney, by payment of the purchase price for
Membership Interests (the "Units") in TriView Global Fund, LLC (the "Fund"),
and by either enclosing a check payable to "Star Financial Bank for the
exclusive benefit of the customers of TriView Global Fund, LLC", or by
instructing their brokerage firm to debit their customer securities account in
the amount set forth below, hereby subscribes for the purchase of Units, at a
price per Unit as set forth in the Prospectus. The named investor further, by
signature below, acknowledges (i) receipt of the Prospectus of the Fund dated
April __, 2012; (ii) that such Prospectus includes the Fund's LLC Operating
Agreement, the Subscription Requirements, and the Subscription Agreement and
Power of Attorney set forth therein, the terms of which govern the investment
in the Units being subscribed for hereby; (iii) that this subscription may be
revoked within five business days after submission; and, (iv) after the lapse
of five business days from submission, this subscription will be irrevocable.
Investor understands that if the account is titled "for the benefit of"
("FBO"), that the named entity will custody the Units, purchase, hold and
redeem Units in the investor's account, and will receive copies of Fund
application forms and statements for the benefit of the investor. By my
signature below, I represent that I satisfy the requirements relating to net
worth and annual income as set forth in Appendix C to the Prospectus.
1) Account # ____________________________. Total $ Amount
________________________________ (minimum of $25,000, unless lowered to less
than $25,000 but not less than $5,000 by the Managing Member; $1,000 minimum
for investors making an additional investment)
[ ] Check here if investor's securities account is to be debited.
2) Social Security Number (SSN) ____-___-____
Taxpayer ID #or Joint SSN ____-___-____
Taxable Investors
(check one):
[ ] Individual Ownership
[ ] Trust other than a Grantor or Revocable Trust
[ ] Joint Tenants with Right of Survivorship
[ ] Estate
[ ] UGMA/UTMA (Minor)
[ ] Tenants in Common
[ ] Community Property
[ ] Partnership
[ ] Corporation
[ ] Grantor or Other Revocable Trust
Non-Taxable Investors
(check one):
[ ] IRA
[ ] Profit Sharing
[ ] IRA Rollover
[ ] Defined Benefit
[ ] Pension
[ ] Other (specify)
[ ] SEP
3) Investor's Name Email:
4) Additional Information (for Estates, Trusts, Partnerships and
Corporations)
5) Resident Address of Investor
Street (P.O. Box not acceptable) City State Zip Code
6) Mailing Address (if different)
Street City State Zip Code
7) Custodian Name and Mailing Address
Name Street City State Zip Code
Signature(s) - do not sign without familiarizing yourself with the information
in the Prospectus, including: (i) the fundamental risks and financial hazards
of this investment, including the risk of losing your entire investment; (ii)
the Fund's substantial charges; (iii) the Fund's highly leveraged trading
activities; (iv) the lack of liquidity of the Units; (v) the existence of
actual and potential conflicts of interest in the structure and operation of
the Fund; (vi) that Members may not take part in the management of the Fund;
(vii) the tax consequences of the Fund; and (viii) the twelve month lock-in
period.
8) INVESTOR(S) MUST SIGN
X X
Signature of Investor Date Telephone No. Signature of Joint Investor
(if any) Date
Investor must sign individually, or pursuant to a power of attorney; provided,
however, that such power of attorney has not been granted to a registered
representative of a Selling Agent. Executing and delivering this Subscription
Agreement and Power of Attorney shall in no respect be deemed to constitute a
waiver of any rights under the Securities Act of 1933 or under the Securities
Exchange Act of 1934.
UNITED STATES INVESTORS ONLY
I have checked the following box if I am subject to backup withholding under
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: 0.
Under the penalties of perjury, by signature above I hereby certify that the
Social Security Number or Taxpayer ID Number set forth in Item 2 above is my
true, correct and complete Social Security Number of Taxpayer ID Number and
that the information given in the immediately preceding sentence is true,
correct and complete.
NON-UNITED STATES INVESTORS ONLY
Under the penalties of perjury, by signature above, I hereby certify that (a)
I am not a citizen or resident of the United States or (b) (in the case of an
investor which is not an individual) the investor is not a United States
corporation, partnership, estate or trust: 0.
9) REGISTERED REPRESENTATIVE MUST SIGN
I hereby certify that I have informed the investor of all pertinent facts
relating to the: risks; liquidity and marketability; management; and
control of the Managing Owner with respect to an investment in the Units, as
set forth in the Prospectus. I have also informed the investor of the
unlikelihood of a public trading market developing for the Units. I do not
have discretionary authority over the account of the investor.
I have reasonable grounds to believe, based on information obtained from the
investor concerning his/her investment objectives, other investments,
financial situation and needs and any other information known by me, that an
investment in the Fund is suitable for such investor in light of his/her
financial position, net worth and other suitability characteristics. The
Registered Representative MUST sign below in order to substantiate compliance
with Article III, Section 34 of the FINRA's Rules of Fair Practice.
X X
Registered Representative Signature Date Office Manager Signature Date
10) REGISTERED REPRESENTATIVE
Name: Selling Agent:
Reg. Rep. No.: Branch Office:
Address:
City, State, Zip: Tel. Number:
Facsimile: Email:
11) PRINCIPAL SELLING AGENT
Futures Investment Company, 5914 N. 300 West, P.O. Box 760, Fremont, IN 46737,
(260) 833-1306
<page>
APPENDIX E TO TRIVIEW GLOBAL FUND DISCLOSURE DOCUMENT
DEPOSITORY AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the ___ day of
____________, 2010, is by and among TriView Global Fund, LLC, (the "Fund"),
TriView Capital Management, Inc., 5914 N. 300 West, P. O. Box 760, Fremont, IN
46737, (the "Managing Member"); Futures Investment Company, an Illinois
corporation, 5914 N. 300 West, P. O. Box 760, Fremont, IN 46737 (the "Selling
Agent"), and Star Financial Bank, 2004 N. Wayne St., Angola, IN 46703, a bank
unaffiliated with the Fund, Managing Member or Selling Agent and otherwise
within the definition of Section 3(a)(6) of the 1934 Act (the "Depository").
1. Account Opened. The Managing Member establishes and the Depository
accepts and opens a savings account that complies with SEC Rule 15c2-4 titled
"Star Financial Bank for the exclusive benefit of the customers of TriView
Global Fund, LLC" to clear proceeds of sale of units of membership interest
(the "Units") in a best efforts minimum/maximum offering of the Fund promptly
delivered by the Selling Agent from subscribers at an initial offering price
of one thousand dollars ($1,000) to be held in said bank account subject to
the terms of this Agreement until a total face amount of one million dollars
($1,000,000) of Units (the "Minimum") are sold and, thereafter to continue to
accept proceeds of sale from subscribers sold at the Net Asset Value per Unit
computed after the close of business on the last business day of each month
and transferred to the Fund as of the open on the first business day of each
month. The Selling Agent shall direct all subscribers to make their checks to
"Star Financial Bank for the exclusive benefit of the customers of TriView
Global Fund, LLC." Any instrument not so made out shall be promptly returned
to the subscriber, with notice to the Selling Agent. The Selling Agent will
supply Depository with a list of the subscribers to identify their name,
address and amount of subscription. The Selling Agent will be solely
responsible for the allocation of interest earned among the subscribers.
2. Sale of Minimum Required. The Selling Agent shall promptly transmit all
checks for the purchase of Units by noon of the second business day directly
to the Depository. For customers that wish to make wire transfers, the
Selling Agent will provide wire instructions to them for the Depository
Account and will not take custody of any customer funds. At the time of
delivery of the proceeds to the Depository, the Selling Agent shall provide
the Depository with the name and address of the subscriber for the Units.
Should the Minimum not be sold within twelve months from the effective date of
the Offering established by the Securities and Exchange Commission (the
"Offering Period") or should the offering terminate for any reason prior to
the Offering Period, the Depository shall promptly return the proceeds to each
subscriber plus interest as allocated by the Managing Member without deduction
for costs or expenses from the amounts paid to the subscribers, and the
Depository shall notify the Managing Member and the Selling Agent of its
distribution of the funds. The proceeds returned to each subscriber shall be
free and clear of any and all claims of the Fund or any of its creditors. The
Managing Member is solely responsible for the allocation of the interest
earned to the subscribers. Upon the receipt of deposits that total $1,000,000
to the account before the lapse of or termination of the Offering Period, the
Depository shall deliver the proceeds plus interest by check or account
transfer to the Fund and at the end of each month thereafter, the Depository
shall deliver all proceeds plus interest by check or account transfer to the
Fund. In no event will the proceeds be released to the Fund until the Minimum
is received by the Depository in collected funds. For purposes of this
Agreement, the term "collected funds" shall mean all funds received by the
Depository which have cleared normal banking channels and are in the form of
cash.
3. No Creditor's Rights. The Selling Agent and the Managing Member,
individually and on behalf of the Fund agree that they are not entitled to any
funds in the Depository account prior to the sale of the Minimum and no
amounts deposited in the Depository Account shall become the property of or be
subject to the debts of the Selling Agent, Managing Member, Fund or any other
entity or person.
4. Collection Procedure. The Depository is hereby authorized to forward
each check for collection and, upon collection of the proceeds of each check,
deposit the collected proceeds in the account. As an alternative, the
Depository may telephone the bank on which the check is drawn to confirm that
the check has been paid. Any check returned unpaid shall be returned by Star
Bank to the subscriber with notice to the Selling Agent. If the Fund rejects
any subscription for which the Depository has already collected funds, the
Depository shall promptly issue a refund check to the rejected subscriber. If
the Managing Member rejects any subscription for which the Depository has not
yet collected funds but has submitted the subscriber's check for collection,
the Depository shall promptly issue a check in the amount of the subscriber's
check to the rejected subscriber after the Depository has cleared such funds.
If the Depository has not yet submitted a rejected subscriber's check for
collection, the Depository shall promptly remit the subscriber's check
directly to the subscriber.
5. Depository Liability Limited. Depository shall have no liability under,
or duty to inquire into, the terms and provisions of any other document or
instrument utilized in connection with the Offering, and it is agreed that the
duties of Depository are purely ministerial in nature, and that Depository
shall incur no liability whatsoever under this Agreement, except for acts or
omissions of the Depository involving or constituting willful misconduct,
fraud, gross negligence or bad faith.
6. Depository May Resign. Depository may, at any time, resign hereunder by
giving written notice of its intent to resign to the other parties hereto, at
their respective addresses set forth above, at least ten (10) days prior to
the date specified for such resignation to take effect, and upon the effective
date of such resignation the proceeds, including all accrued interest, shall
be delivered by Depository to the person designated in writing by the Selling
Agent and the Managing Member or a court of competent jurisdiction, whereupon
all of Depository's obligations hereunder shall cease and terminate.
Notwithstanding the foregoing, nothing in this paragraph releases Depository
or relieves it of any of its obligations that existed prior to the effective
date of Depository's resignation including, without limitation, liability for
willful misconduct, fraud, gross negligence or bad faith. Notwithstanding the
foregoing, nothing in this paragraph releases the Selling Agent or the
Managing Member of their obligations under the Securities and Exchange Act
including, but not limited to, Rules 15c2-4 and 10b-9.
7. Depository Indemnification. The Selling Agent and the Managing Member
agree to indemnify, defend and hold Depository harmless from and against any
and all loss, damage, tax, liability and expense that may be incurred by
Depository and arising out of or in connection with its acceptance of
appointment as depository hereunder, including reasonable attorneys' fees and
other legal costs and expenses of defending itself against any claim or
liability in connection with its performance hereunder, except in the case of
willful misconduct, fraud, gross negligence or bad faith on the part of
Depository. Depository may consult with and rely on its attorneys with
respect to any dispute not assumed or defended by the Selling Agent and the
Managing Member and this indemnification shall include all reasonable and
necessary attorneys' fees of Depository in connection with such consultation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
TRIVIEW CAPITAL MANAGEMENT, INC. STAR FINANCIAL BANK
By: ______________________________ By: __________________________
Mr. Michael Pacult Thad Wright
President Vice President
FUTURES INVESTMENT COMPANY TRIVIEW GLOBAL FUND, LLC
By: Triview Capital Management, Inc.
By: ______________________________ By: __________________________
Mr. Michael Pacult Mr. Michael Pacult
President President
<page>
APPENDIX F TO TRIVIEW GLOBAL FUND DISCLOSURE DOCUMENT
INVESTMENT ADVISORY CONTRACT
GT Capital CTA
THIS AGREEMENT is made and entered as of this _____ day of March, 2013,
between TriView Global Fund, LLC, (the "Fund") and GT Consulting, Inc. d/b/a
GT Capital CTA, a California corporation (the "CTA").
WITNESSETH:
In consideration of the deposit by the Fund of equity to a futures commission
merchant (the "FCM") in the name of the Fund (this account and any other
accounts, which may be assigned to the CTA in the future are collectively
hereinafter called the "Account") and the grant of the power of attorney on
the standard form of the FCM to the CTA to permit the CTA to enter trades for
the Fund in the Account and payment of management fees to and the opportunity
to earn incentive fees by the CTA, the parties hereto agree as follows:
1. The CPO shall determine the amount the Fund shall initially deposit in
the Account with the FCM, or some other registered futures commission
merchant, in U.S. funds equity, which the CTA agrees to manage pursuant to the
terms of this Agreement. Subsequent deposits and accumulation of profits in
the Account, less withdrawals and losses, shall also be subject to this
Agreement. At its sole discretion, the Fund may add or withdraw funds at any
time from the Account by written request to the FCM with a copy to the CTA.
2. The CTA will cause futures contracts, and when deemed advisable, options
on futures contracts, to be bought and sold on behalf of the Fund in the
Account. The CTA will have the authority to issue all necessary instructions
to the FCM to effect trading for the Fund's Account. All such transactions
shall be for the account and risk of the Fund. The CTA agrees to use its best
efforts to exit all futures trades prior to delivery of any commodity that
requires storage or other costs.
3. The CTA's services are not rendered exclusively for the Fund and the
Fund agrees that the CTA is free to continue to provide and offer similar
services to others. The CPO may change or add another FCM for the Account
assigned to the CTA at any time upon written direction to the FCM and the CTA,
and the FCM and the CTA agree to effect the transfer and sign the forms
necessary to complete such change or addition, provided such transfer does not
conflict with any prior agreements the CTA has with the FCM.
4. The CTA will use its best efforts to obtain an equity run from the FCM
before the opening of business the next trading day. Unless authorized in
writing by the CPO, the CTA will use only the equity in the Account assigned
to the CTA by the CPO for margins to hold the positions taken by the CTA. No
equity in the Account assigned to the CTA will be commingled or margined, for
any purpose, with any other account at the FCM. The CPO, upon written
instruction to the FCM, may terminate, for any reason, the power of attorney
and suspend the trading authority of the CTA to enter trades with the FCM. In
the event of a termination of the power of attorney, the CTA agrees that the
FCM shall accept no further instructions from the CTA but shall place the
Account upon liquidation only to be handled in written instructions from the
CPO to the FCM.
5. The Fund agrees to execute, from time to time, the Acknowledgment of
Receipt of Disclosure Document from the CTA. By signing, the Fund agrees that
it has received and understands and the CTA represents that it has supplied
the most recent copy of the CTA's Risk Disclosure Document. The CTA will
promptly review the Fund offering documents submitted by the Fund to it, from
time to time, and will furnish its consent, in the form requested by the Fund,
to the filing of forms and offering documents with the Federal and State
security and commodity regulators.
6. The Fund will pay the CTA a monthly management fee equal 1/12 of 1% (1%
annually) of the month end net assets assigned to the CTA to trade. Assets
assigned to the CTA may be maintained in the Account at the FCM, in a US
Treasury Direct account, and/or in a money market fund. The CTA will be paid
an incentive fee of twenty percent (20%) of the New Net Profit, as that term
is defined in the Fund's prospectus, earned each calendar quarter. The Fund
accountant will calculate the fees subject to approval by the CTA. Interest
on cash and cash equivalents such as T-Bills and money market accounts shall
not be included as profits for incentive fee purposes.
7. The Fund and the CTA agree that they have or will properly execute all
necessary forms for opening the Account with the FCM; provided, however, any
disputes between the Fund and the CTA will be submitted to arbitration before
a single arbitrator selected by the American Arbitration Association, not the
National Futures Association, and only upon written agreement of the parties
at the time such dispute arises. The terms of this Agreement will supersede,
and in the event of conflicts with any other agreement, the terms of this
Agreement shall control. This Agreement will be governed by the laws of the
State of Illinois and any dispute concerning arbitration will be resolved by a
Federal or State court of competent jurisdiction located in Chicago, Illinois.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first above written.
TriView Global Fund, LLC GT Consulting, Inc. d/b/a GT Capital CTA
By: TriView Capital Management, Inc.
____________________________________ ____________________________________
Michael P. Pacult Guerman Teitelbaoum
President President
<page>
Dealer Prospectus Delivery Obligation
Until one year from the date of this prospectus, all dealers that effect
transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation, if any, to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
[The balance of this page has been intentionally left blank.]
<page>
FORM S-1
Registration No. 333-166668
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
(a) The Selling Agreement between Futures Investment Company and the
Registrant contains an indemnification from the Managing Member to the effect
that the disclosures in the Prospectus are in compliance with Rule 10b5 and
otherwise true and complete. This indemnification speaks from the date of the
first offering of the Units through the end of the applicable statute of
limitations. The Registrant has assumed no responsibility for any
indemnification to Futures Investment Company and the Managing Member is
prohibited by the LLC Operating Agreement from receiving indemnification for
breach of any securities laws or for reimbursement for insurance for coverage
for any such claims. See Section 15.4 of the LLC Operating Agreement.
(b) There are no indemnification agreements which are not contained in the
LLC Operating Agreement attached as Appendix A, the Selling Agreement or the
Clearing Agreement.
(c) The following reflects all expenses in connection with the issuance and
distribution of the securities to be registered, other than underwriting
discounts and commissions:
Expense Cost
Registration fees $ 27,000
Federal taxes 0
States taxes and fees 20,000
Trustees' and transfer agents' fees 0
Costs of printing and engraving 5,000
Legal 62,000
Accounting 82,000
Engineering
Other 49,000
$245,000
Item 15. Recent Sales of Unregistered Securities.
None within three years.
Item 16. Exhibits and Financial Statement Schedules.
The following documents (unless indicated) are filed herewith and made a part
of this Registration Statement:
(a) Exhibits.
Exhibit
Number Description of Document
1.01 Selling Agreement dated May 7, 2010 between the Registrant, the
Corporate Managing Member and Futures Investment Company, the Selling Agent
2.01 None
1
<page>
3.01 Articles of Incorporation of the Managing Member
3.02 By-Laws of the Managing Member
3.03 Board Resolution of Managing Member to authorize formation of the
Registrant, a Delaware Limited Liability Company
3.04 By-Laws of the Registrant
3.05 LLC Operating Agreement of the Registrant (included as Appendix A to the
Prospectus)
3.05 Certificate of Formation of the Registrant
4.01 LLC Operating Agreement of the Registrant (included as Appendix A to the
Prospectus)
5.01 Opinion of The Scott Law Firm, Ltd. with respect to the legality of the
Registrant Units
6.01 Not Applicable
7.01 Not Applicable
8.01 Opinion of The Scott Law Firm, Ltd. with respect to Federal income tax
consequences
9.01 None
10.01 Form of Advisory Agreement between the Registrant and the Commodity
Trading Advisors (included as Appendix F to the Prospectus)
10.02 Form of Subscription Agreement and Power of Attorney (included as
Appendix D to the Prospectus)
10.03 Depository Agreement among Depository, Underwriter, and the Registrant
(included as Appendix E to the Prospectus)
11.01 Not Applicable - start-up business
12.01 Not Applicable
13.01 Not Required
14.01 None
15.01 None
16.01 Not Applicable
17.01 Not Required
18.01 Not Required
19.01 Not Required
20.01 Not Required
21.01 None
22.01 Not Required
23.01 Consent of Patke & Associates, Ltd., Certified Public Accountants
23.02 Consent of The Scott Law Firm, Ltd., Legal & Tax Counsel
24.01 None
25.01 None
26.01 None
27.01 Not Applicable
28.01 Not Applicable
(b) Financial Statement Schedules.
No Financial Schedules are required to be filed herewith.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represents a fundamental: change in the information set forth in the
registration statement;
2
<page>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That the registrant is not a foreign private issuer.
(5) That, for the purpose of determining liability under the Securities Act
of 1933:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall
be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or
(ii) Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.
(6) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
3
<page>
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A, if any pre-effective
amendment was used, and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The Managing Member has provided an indemnification to Futures
Investment Company, the best efforts selling agent. The Registrant (issuer)
has not made any indemnification to Futures Investment Company.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
Registrant including, but not limited to, the Managing Member pursuant to the
provisions described in Item 14 above, or otherwise, the Registrant had been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
4
<page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, in the City of
Fremont in the State of Indiana on this 30th day of March, 2012, Mr. Michael
Pacult, the individual managing member of the Registrant, signed this
Registration Statement; and TriView Capital Management, Inc., the corporate
managing member of the Registrant, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
TRIVIEW CAPITAL MANAGEMENT, INC. TRIVIEW GLOBAL FUND, LLC
BY TRIVIEW CAPITAL MANAGEMENT, INC.
MANAGING MEMBER
By: /s/ Michael Pacult By: /s/ Michael Pacult
MR. MICHAEL PACULT MR. MICHAEL PACULT
PRESIDENT PRESIDENT
TRIVIEW GLOBAL FUND, LLC
BY MR. MICHAEL PACULT
MANAGING MEMBER
By: /s/ Michael Pacult By: /s/ Michael Pacult
MR. MICHAEL PACULT MR. MICHAEL PACULT
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person on behalf of TriView
Capital Management, Inc., Managing Member of the Registrant in the capacities
and on the date indicated.
/s/ Michael Pacult
MR. MICHAEL PACULT
PRESIDENT
Date: March 30, 2012
(Being the principal executive officer, the principal financial and accounting
officer and the sole director of TriView Capital Management, Inc., Managing
Member of the Fund)
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