-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OcPvrOx594k2FtIOs4B2u05HkIk6q+0Cn/07ObMh9tTOVN3VRUfMjlgvyVHSoW8L 0hF3lKl2xTeo6rXnJMFzPQ== 0000890163-08-000160.txt : 20080320 0000890163-08-000160.hdr.sgml : 20080320 20080320171235 ACCESSION NUMBER: 0000890163-08-000160 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JWH GLOBAL TRUST CENTRAL INDEX KEY: 0001027099 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 364113382 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22887 FILM NUMBER: 08703257 BUSINESS ADDRESS: STREET 1: C/O R J O'BRIEN FUND MANAGEMENT STREET 2: 222 SOUTH RIVERSIDE PLAZA STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123735000 MAIL ADDRESS: STREET 1: C/O R J O'BRIEN FUND MANAGEMENT STREET 2: 222 SOUTH RIVERSIDE PLAZA STE 900 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: JWH GLOBAL PORTFOLIO TRUST DATE OF NAME CHANGE: 19961114 10-K 1 s11-8239_10k.htm FORM 10-K Unassociated Document


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2007
 
OR
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                        to                       .
 
Commission File Number:  000-22887
 
JWH GLOBAL TRUST
(Exact name of registrant as specified in its charter)
 
Delaware
 
36-4113382
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

222 S Riverside Plaza
Suite 900
Chicago, IL  60606
(Address of principal executive offices) (Zip Code)
 
(312) 373-5000
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:  None
 
Securities registered pursuant to Section 12(g) of the Act:
Units of Beneficial Interest
 
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes     x No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes     x No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes    o  No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x YES    o  NO
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large-accelerated filer in Rule 12b-2 of the Exchange Act.  (Check One):
 
Large-accelerated filer  o  Accelerated filer   o   Non-accelerated filer     x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
o Yes     x No
 
State the aggregate market value of the units of the Trust held by non-affiliates of the registrant.  The aggregate market value shall be computed by reference to the price at which units were sold as of the last business day of the registrant’s most recently completed second fiscal quarter:  $ 85,099,519 as of June 30, 2007.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Trust’s prospectus dated on December 4, 2007 is hereby incorporated by reference into Item 1A of this annual report on Form 10-K.
 



 
 

 

TABLE OF CONTENTS
 
Part I
       
   
Item 1. Business
 
2
   
Item 1A. Risk Factors
 
5
   
Item 1B. Unresolved Staff Comments
 
5
   
Item 2. Properties
 
5
   
Item 3. Legal Proceedings
 
5
   
Item 4. Submission of Matters to a Vote of Security Holders
 
6
         
Part II
       
   
Item 5. Market for the Registrant’s Units and Related Security Holder Matters and Issuer Purchases of Equity Securities
 
6
   
Item 6. Selected Financial Data
 
6
   
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
6
   
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
12
   
Item 8. Financial Statements and Supplementary Data
 
16
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
16
   
Item 9A(T). Controls and Procedures
 
16
   
Item 9B. Other Information
 
17
         
Part III
       
   
Item 10. Directors, Executive Officers of the Registrant and Corporate Governance
 
17
   
Item 11. Executive Compensation
 
18
   
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
 
18
   
Item 13. Certain Relationships and Related Transactions and Director Independence
 
19
   
Item 14. Principal Accounting Fees and Services
 
19
         
Part IV
       
   
Item 15. Exhibits, Financial Statements and Schedules
 
19

 

  1
 

 

Part I
 
 
General Development of Business: Narrative Description of Business
 
JWH Global Trust (the “Trust”) is a Delaware statutory trust organized on November 12, 1996 under the Delaware Statutory Trust Act.  The business of the Trust is the speculative trading of commodity interests, including futures contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, spot and forward contracts on currencies and precious metals and exchanges for physicals (“Commodity Interests”) pursuant to the trading instructions of an independent trading advisor.  R.J. O’Brien Fund Management, LLC (“RJOFM” or the “Managing Owner”)  acquired the managing owner interest in the Trust from Refco Commodity Management, Inc (“RCMI”) on November 30, 2006.  RJOFM was initially organized as an Illinois corporation in November 2006, and became a Delaware limited liability company in July 2007.  The Managing Owner is registered as a commodity pool operator under the Commodity Exchange Act, as amended (“CE Act”), and is responsible for administering the business and affairs of the Trust.  The Managing Owner is an affiliate of R.J. O’Brien & Associates LLC., the clearing broker for the Trust (“RJO” or the “Clearing Broker”. Trading decisions for the Trust have been delegated to an independent commodity trading advisor, John W. Henry & Company, Inc. (“JWH” or the “Advisor”).
 
RJO is a “Futures Commission Merchant”, the Managing Owner is a “Commodity Pool Operator” and the trading advisor to the Trust is a “Commodity Trading Advisor”, as those terms are used in the CE Act.  As such, they are registered with and subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and are each a member of the National Futures Association (“NFA”).  R.J. O’Brien Securities, LLC., an affiliate of RJOFM and the lead selling agent for the Trust as of October 2, 2007, is registered as a broker-dealer with the Financial Industry Regulatory Authority. (“FINRA”).
 
The initial public offering of the Trust’s units of beneficial interest (“units”) commenced on April 3, 1997.  The initial offering price was $100 per unit until the initial closing of the Trust on May 30, 1997, and thereafter the offering price is the current Net Asset Value (“NAV”) per unit of the Trust on the last business day of the prior calendar month.  The total amount of the initial offering was $50,000,000.  On September 24, 1997, a registration statement was declared effective with the Securities and Exchange Commission (the “SEC”) to register $155,000,000 of additional units.  A Post-Effective Amendment was declared effective with the SEC on October 20, 1997 to deregister $3,120,048.99 of units which remained unsold upon the termination of the initial offering of the units.  On July 2, 2003 and on November 1, 2004, registration statements were declared effective with the SEC to register $300,000,000 and $500,000,000 of additional units.  Due to the bankruptcy of Refco, Inc., the ultimate parent of RCMI (the former managing owner of the Trust), the offering of the units was suspended on October 17, 2005.  On December 4, 2007 a registration statement was declared effective with the SEC to register 1,000,000 additional units.
 
The Managing Owner is responsible for the preparation of monthly and annual reports to the beneficial owners of the Trust (the “Beneficial Owners”), filing reports required by the CFTC, the NFA, the SEC and any other federal or state agencies having jurisdiction over the Trust’s operations; calculation of the NAV (meaning the total assets less total liabilities of the Trust) and directing payment of the management and incentive fees payable to the Advisor under the Advisory Agreement.
 
The Managing Owner provides suitable facilities and procedures for handling redemptions, transfers, distributions of profits (if any) and, if necessary, the orderly liquidation of the Trust.  Although RJO acts as the Trust’s clearing broker, the Managing Owner is responsible for selecting another clearing broker in the event RJO is unable or unwilling to continue in that capacity.  The Managing Owner is further authorized, on behalf of the Trust (i) to enter into a brokerage clearing agreement and related customer agreements with other brokers, pursuant to which other brokers will render clearing services to the Trust; and (ii) to cause the Trust to pay brokerage commissions at the rates provided for in the Prospectus; and to pay delivery, insurance, storage, service and other fees and charges incidental to the Trust’s trading.  The Managing Owner also advances payment of ongoing offering expenses for which it receives reimbursement, subject to a ceiling of 0.5% of the Trust’s average month-end net assets during any fiscal year.  For the year ended December 31, 2007, $351,000 of ongoing offering costs were paid or accrued in connection with  filing of the registration statement to renew the offering of units.
 
The Advisory Agreement between the Trust and JWH provides that JWH has sole discretion in and responsibility for the selection of the Trust’s commodity transactions with respect to that portion of the Trust’s assets allocated to it.  As of December 31, 2007, JWH was managing 100% of the Trust’s assets.  The Advisory Agreement with JWH commenced on April 3, 1997.  The Trust and JWH amended the Advisory Agreement as of September 29, 2000 to extend the term of the Advisory Agreement until June 30, 2002 with automatic renewal for three additional twelve-month terms (beginning January 1 and ending December 31 of each year) through June 2005, unless earlier terminated in accordance with the termination provisions contained therein.  On June 27, 2005 the term of the Advisory Agreement was further extended to June 30, 2007, with automatic renewal for additional 12 month periods.
 

 2
 

 


 
The Advisory Agreement shall terminate automatically in the event that the Trust is terminated in accordance with the Seventh Amended and Restated Declaration and Agreement of Trust.  The Advisory Agreement may be terminated by the Trust at any time, upon 60 days’ prior written notice to the Advisor.  In addition, the Advisory Agreement may be terminated by the Trust at any time, upon written notice to the Advisor, in the event that (A) the NAV of Trust funds allocated to the Advisor’s management decreases as of the close of trading on any business day by more than 30% from the sum of the NAV of all funds allocated to the Advisor (after adding back all redemptions, distributions and reallocations made to any additional trading advisors in respect of such assets); (B) the Advisor is unable, to any material extent, to use the Trading Programs (as defined in the Advisory Agreement), as the Trading Programs may be refined or modified in the future in accordance with the terms of the Advisory Agreement for the benefit of the Trust; (C) the Advisor’s registration as a commodity trading advisor under the CE Act, or membership as a commodity trading advisor with NFA is revoked, suspended, terminated or not renewed; (D) the Managing Owner determines in good faith that the Advisor has failed to conform to (i) the Trust’s trading policies or limitations, as they may be revised or modified, or (ii) a Trading Program; (E) there is an unauthorized assignment of the Advisory Agreement by the Advisor; (F) the Advisor dissolves, merges or consolidates with another entity or sells a substantial portion of its assets, any portion of the Trading Programs utilized by the Trust or its business goodwill to any person or entity other than one controlled, directly or indirectly, by John W. Henry, in each instance without the consent of the Managing Owner; (G) the Advisor becomes bankrupt or insolvent; (H) John W. Henry ceases to be a principal of the Advisor; or (I) the Managing Owner determines in good faith that such termination is necessary for the protection of the Trust.
 
The Advisor has the right to terminate the Advisory Agreement at any time, upon written notice to the Trust in the event (i) of the receipt by the Advisor of an opinion of independent counsel that solely by reason of the Advisor’s activities with respect to the Trust, the Advisor is required to register as an investment adviser under the Investment Advisers Act of 1940; (ii) that the registration of the Managing Owner as a commodity pool operator under the CE Act, or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Managing Owner elects to have the Advisor use a different trading program in the Advisor’s management of the Trust’s assets from that which the Advisor is then using to manage such assets and the Advisor objects to using such different trading program; (iv) that the Managing Owner overrides a trading instruction of the Advisor for reasons unrelated to a determination by the Managing Owner that the Advisor has violated the Trust’s trading policies or limitations; (v) that the Managing Owner imposes additional trading limitation(s)  which the Advisor does not agree to follow in the Advisor’s management of its allocable share of Trust’s assets; (vi) there is an unauthorized assignment of the Advisory Agreement by the Managing Owner of the Trust; or (vii) other good cause is shown to which the written consent of the Managing Owner is obtained.  The Advisor may also terminate the Advisory Agreement on 60 days’ written notice to the Managing Owner during any renewal term.
 
The Advisor and its principals, affiliates and employees are free to trade for their own accounts and manage other commodity accounts during the term of the Advisory Agreement and to use the same information and trading strategy which the Advisor obtains, produces or utilizes in the performance of services for the Trust.  To the extent that the Advisor recommends similar or identical trades to the Trust and other accounts, which it manages, the Trust may compete with those accounts for the execution of the same or similar trades.
 
Other trading advisors who are not affiliated with the Trust may utilize trading methods that are similar in some respects to those methods used by the Trust’s Advisor.  These other trading advisors could also be competing with the Trust for the same or similar trades as requested by the Trust’s Advisor.
 
Pursuant to the Advisory Agreement between the Trust and JWH, prior to October 1, 2000, the Trust paid JWH a monthly management fee of 0.33% of the month-end net assets under its management and a quarterly incentive fee of 15% of the Trust’s new trading profits, if any, attributable to assets under its management (both fees are calculated after deduction of a portion of the brokerage commissions at a 1.25% annual rate, rather than the full brokerage commission).  Effective October 1, 2000, the management fee was reduced to 0.167% (a 2% annual rate) and the incentive fee was increased to 20%.  Trading profits are calculated on the basis of the overall performance of the Trust, not the performance of each Trading Program utilized by JWH, considered individually.  The Trust trades in the global futures and forward markets pursuant to the Advisor’s proprietary trading strategies.  From the commencement of trading on June 2, 1997 until October 1998, the Trust allocated its assets 50% to the Original Investment Program and 50% to the Financial and Metals Portfolio.  For the period beginning October 5, 1998 and ending December 31, 1999, the Trust allocated its assets 40% to the Original Investment Program, 35% to the Financial and Metals Portfolio and 25% to the G-7 Currency Portfolio.  On January 1, 2000, the Trust substituted the JWH GlobalAnalytics® Family of Programs for the Original Investment Program and reallocated trust assets 40% to the Financial and Metals Portfolio, 30% to the G-7 Currency Portfolio and 30% to the JWH GlobalAnalytics® Family of Programs.  For the period beginning August 1, 2005, the Trust allocated 30% of it’s assets to Financial and Metals Portfolio, 30%  to GlobalAnalytics, 20% to International Foreign Exchange and 20% to Global Financial and Energy.  For the period beginning July 1, 2006 the Trust substituted the Global Diversified program for the Global Financial & Energy program.  Beginning on March 1, 2008, the Trust allocated 20% of its assets to the Financial and Metals Portfolio, 40% to GlobalAnalytics, and 40% to JWH Diversified Plus.  JWH continues to rebalance the Trust’s assets at the end of each quarter among these three trading programs in accordance with the proceeding percentages.
 

 

 
 
 
The Trust’s net assets are deposited in the Trust’s accounts with RJO, the Trust’s clearing broker and currency dealer.  The Trust is paid interest on 100% of the Trust’s average daily balances on deposit with RJO during each month at the average of 75% of the 91-day Treasury bill rate for that month in respect of deposits denominated in U.S. dollars.  With respect to non-U.S.dollar deposits, interest is paid to the Trust at a rate of LIBOR less 100 basis points (which may be zero in some cases).
 
The Trust currently has no salaried employees and all administrative services performed for the Trust were performed by the Managing Owner until June 30, 2007.  As of July 1, 2007 accounting services for the Trust are provided by SS&C Technologies and Transfer Agency services are provided by Bank of New York Mellon Corp.  The Managing Owner has no employees other than their officers and directors, all of whom are employees of the affiliated companies of the Managing Owner.
 
Recent Events
 
In 2005, certain assets held by the Trust’s prior clearing broker, Refco Capital markets, LTD (“RCM”), were determined to be illiquid.  On October 31, 2005, $57,544,206 of equity was moved to a separate Non-Trading Account and 2,273,288 in substitute units were issued to the unitholders at that time, prorata to their share in the Trust.  At December 31, 2005, the illiquid assets were determined to be impaired and were reduced by $39,580,944 for impairment, based on management’s estimate at that time.
 
Through 2006, the Trust received $10,319,317 from the prior clearing broker in bankruptcy court and distributed $9,335,669 to unitholders in the manner as described in (a) and (b) below.
 
Effective January 1, 2007, JWH Special Circumstance LLC (the “LLC”), a limited liability company, was established to pursue additional claims against RCM, and all Non-Trading Accounts were transferred to the LLC.  Any new funds received from RCM by the LLC, will be distributed to unitholders who were investors in the Trust at the time of the bankruptcy of RCM and Refco, Inc.  U.S. Bank National Association (“US Bank”) is the manager of the LLC.  US Bank may make distributions to the unitholders, as defined above, upon collection, sale, settlement or other disposition of the bankruptcy claim and after payment of all fees and expenses pro rata to the unitholders, as explained above, as follows:
 
 
(a)
Any unitholder who had redeemed their entire interest in the Trust prior to distribution shall receive cash (“Non Participating Owners”).
 
 
(b)
 Any unitholder who had continued to own units in the Trus shall receive additional units in the Trust at the then Net Asset Value of the Trust ("Participating Owners").
 
The unitholders have no rights to request redemptions from the LLC.
 
The LLC has agreed to compensate US Bank, as manager, the following: (1) An initial acceptance fee of $120,000,  (2) An annual fee of $25,000,  (3) A distribution fee of $25,000 per distribution,  (4) Out-of-pocket expenses,  and  (5) An hourly fee for all personnel at the then expected hourly rate  ($350 per hour at execution of agreement).
 
On April 20, 2007, the LLC received a second partial recovery from RCM in the amount of $2,787,629.
 
On June 7, 2007, the LLC received a third partial recovery from RCM in the amount of $265,758.
 
On June 28, 2007, the LLC received a fourth partial recovery from RCM in the amount of $4,783,640.  This recovery, along with the previous recoveries, resulted in reducing the balance of the amount due from former brokers to zero and recording a Non-Trading gain of $1,193,083, which is reflected as “collections in excess of impaired value” on the Consolidated Statement of Operations,  as the recoveries have exceeded management’s original estimate of impairment reflected in 2005.  All future recoveries will be reflected as collections in excess of impaired value on the consolidated statement of operations.
 
On July 3, 2007, the LLC received a fifth partial recovery from RCM in the amount of $5,655.
 
On August 29, 2007, US Bank, National Association distributed $4,546,573 (or approximately $2.00/unit).  Unitholders who had redeemed units in the Trust as of August 31, 2007 received cash in the amount of  $2,787,947.  Unitholders who had not previously redeemed received 23,182.53 units of the Trust in exchange for $1,758,626 which represented their share of the total distribution of $4,546,573.
 
On September 19, 2007 the LLC received a sixth partial recovery from RCM in the amount of $2,584,070.

  4
 

 


On December 31, 2007 the LLC recovered a seventh partial recovery from RCM is the amount of $2,708,467.  As of December 31, 2007, the cumulative amount recorded as a Non-Trading gain and reflected as “collections in excess of impaired value” on the Consolidated Statement of Operations was $6,491,275.
 
Financial Information about Segments
 
The Trust’s business constitutes only one segment for financial reporting purposes; it is a Delaware statutory trust whose purpose is to trade, buy, sell, spread or otherwise acquire, hold or dispose of commodity interests including futures contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, spot and forward contracts on currencies and precious metals and exchanges for physicals.  The Trust does not engage in the production or sale of any goods or services.  The objective of the Trust business is appreciation of its assets through speculative trading in such commodity interests.  Financial information about the Trust’s business, as of December 31, 2007, is set forth under Items 6, 7, and 8 herein.
 
Financial Information about Geographic Areas
 
Although the Trust trades in the global futures and forward markets, it does not have operations outside of the United States.
 
Available Information
 
The Trust files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission.  You may read and copy any document filed by the Trust at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room.  The Trust does not maintain an internet website, however, the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements, and other information that issuers (including the Trust) file electronically with the SEC.  The SEC’s website address is http://www.sec.gov.
 
The Trust will also provide paper copies of such reports and amendments to its investors free of charge upon written request.
 
 
The Trust is in the business of the speculative trading of futures, forwards, and options.  For a detailed description of the risks that may affect the Trust or the units offered by the Trust, see the Risk Factors set forth in the Trust’s prospectus dated December 4, 2007, and filed with the Securities and Exchange Commission on December 5, 2007 (Registration Number 333-146177), and incorporated herein by reference.
 
 
None
 
 
The Trust does not utilize any physical properties in the conduct of its business.  The Managing Owner uses the offices of RJO at no additional charge to the Trust, to perform its administration functions, and the Trust uses the offices of RJO at no additional charge to the Trust, as its principal administrative offices.
 
 
On October 10, 2005, Refco Inc., the parent company of RCMI announced that it had discovered through an internal review a receivable owed to the Company by an entity controlled by Phillip R. Bennett, Chief Executive Officer and Chairman of the Board of Directors of the Company, in the amount of approximately $430 million.  Mr. Bennett repaid the receivable in cash, including all accrued interest, on October 10, 2005.  Based upon the results of the review to date, Refco Inc. believes that the receivable was the result of the assumption by an entity controlled by Mr. Bennett of certain historical obligations owed by unrelated third parties to Refco, Inc., which may have been uncollectible.  Independent counsel and forensic auditors have been retained to assist Refco, Inc.’s Audit Committee in the investigation of these matters.
 
On October 12, 2005, Mr. Bennett was initially charged with one count of securities fraud.  On November 10, 2005, he was indicted on eight counts of conspiracy, fraud, and other charges by a federal grand jury.  The indictment was delivered in the United States District Court for the Southern District of New York.  Prosecutors charge in the indictment that Mr. Bennett hid customer and company losses from Refco, Inc. auditors and investors from as early as the late 1990s.  Those losses, according to the indictment, were then transferred to a company controlled by Mr. Bennett and hidden through a series of transactions.

 

 

 
Refco, Inc. and other affiliated entities, including RCMI, have subsequently filed for bankruptcy.
 
Since the announcement of these matters at Refco, Inc., the Informal Committee of RCMI (Mr. Richard C. Butt and Ms. Annette A. Cazenave) undertook its own review into RCM and the Trust to ensure none of these matters had any material impact on the results of operations of either RCMI as the former managing owner or the Trust.  Based upon the results of that review, the Informal Committee has no reason to believe that the actions of Mr. Bennett had any impact on the operations or financial results of the Trust.
 
 
None
 
 
 
(a)
(i) There is no established public market for the units and none is expected to develop.
   
   (ii) As of December 31, 2007, there were 831,874 units held in the Trading Account by Beneficial Owners for an investment of $70,450,079 and 20,218 units held in the Trading Account by the Managing Owner for an investment of $1,712,262.  A total of  474,881 units had been redeemed by Beneficial Owners and 0 units by the Managing Owner during the period of January 1, 2007 to December 31, 2007.  The Trust’s Seventh Amended and Restated Declaration and Agreement of Trust contains a full description of redemption and distribution procedures.  1,000,0000 units ($84,690,000) (SEC Registration Number 333-146177) remain unsold as of December 31, 2007.
   
   (iii) To date no distributions have been made to owners of beneficial interest in the Trading Account of the Trust.  The Seventh Amended and Restated Declaration and Agreement of Trust does not provide for regular or periodic cash distributions, but gives the Managing Owner sole discretion of determining what distributions, if any, the Trust will make to its owners of beneficial interest.  The Managing Owner has not declared any such distributions to date, and does not currently intend to declare such distribution.
   
   (iv) The Trust does not authorize the issuance of units under any employee compensation plan (including any individual compensation arrangements).
 
 (b) The Trust did not repurchase any units registered pursuant to Section 12 of the Securities Exchange Act during the period January 1, 2007 through December 31, 2007.
 
Item 6.  Selected Financial Data
 
The following Selected Financial Data is presented for the years ended December 31, 2003, 2004, 2005, 2006 and 2007 and is derived from the financial statements for such fiscal years.
 
   
2003
   
2004
   
2005
   
2006
   
2007
 
1 Revenues
  $ 17,203     $ 36,504     $ 3,569     $ (15,853 )   $ (4,425 )
2 Net Income (Loss) From Continuing Operations (000)
    3,964       8,847       (20,433 )     (29,194 )     (12,427 )
3 Net Income (Loss) Non-Trading (000)
    -       -       (39,879 )     (538 )     5,510  
4 Net Income (Loss) Per Unit
    10       (1 )     (10 )     (19 )     (9 )
5 Total Assets (000)
    210,466       342,627       223,617       140,705       83,423  
6 Net Asset Value per Unit - Trading
    149       149       113       94       85  
 
 
(a)   Capital Resources
 
The Trust’s capital resources fluctuate based upon the purchase and redemption of units and the gains and losses of the Trust’s trading activities.  During 2007, no units were purchased by the Beneficial Owners.  The Managing Owner  purchased 0 units during this time.  For the fiscal year ended December 31, 2007, the Beneficial Owners redeemed a total of 474,881 units for $39,549,143.  The Managing Owner redeemed a total of 0 units.  For the fiscal year ended December 31, 2006, the Beneficial Owners redeemed a total of 511,449 units for $52,435,526 and the Managing Owner redeemed a total of 0 units.
 
 
  6
 

 
 
 
The Trust’s involvement in the futures and forward markets exposes the Trust to both market risk — the risk arising from changes in the market value of the futures and forward contracts held by the Trust — and credit risk — the risk that another party to a contract will fail to perform its obligations according to the terms of the contract.  The Trust is exposed to a market risk equal to the value of the futures and forward contracts purchased and theoretically unlimited risk of loss on contracts sold short.  The Trading Advisor monitors the Trust’s trading activities and attempts to control the Trust’s exposure to market risk by, among other things, refining its trading strategies, adjusting position sizes of the Trust’s futures and forward contacts and re-allocating Trust assets to different market sectors.  The Trust’s primary exposure to credit risk is its exposure to the non-performance of the Trust’s Forward Currency Broker.  The Forward Currency Broker generally enters into forward contracts with large, well-capitalized institutions and then enters into a back-to-back contract with the Trust.  The Trust also may trade on exchanges that do not have associated clearing houses whose credit supports the obligations of its members and operate as principals markets, in which case the Trust will be exposed to the credit risk of the other party to such trades.
 
The Trust’s trading activities involve varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward contracts underlying the financial instruments or the Trust’s satisfaction of the obligations may exceed the amount recognized in the statement of financial condition of the Trust.
 
The amount of assets invested in the Trust generally does not affect its performance, as typically this amount is not a limiting factor on the positions acquired by JWH, and the Trust’s expenses are primarily charged as a fixed percentage of its asset base, however large.
 
The Trust borrows only to a limited extent and only on a strictly short-term basis in order to finance losses on non-U.S. dollar denominated trading positions pending the conversion of the Trust’s dollar deposits.  These borrowings are at a prevailing short-term rate in the relevant currency.  They have been immaterial to the Trust’s operation to date and are expected to continue to be so.
 
During the fiscal year-ended December 31, 2007, the Trust had no credit exposure to a counterparty which is a foreign commodities exchange which was material.
 
There are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes, to the Trust’s capital resource arrangements at the present time.
 
(b)  Liquidity
 
The Trust’s net assets are held in brokerage accounts with RJO.  Such assets are used as margin to engage in trading and may be used as margin solely for the Trust’s trading.   Except in very unusual circumstances, the Trust should be able to close out any or all of its open trading positions and liquidate any or all of its securities holdings quickly and at market prices.  This should permit the Advisor to limit losses as well as reduce market exposure on short notice should its programs indicate reducing market exposure.
 
The Trust earns interest on 100% of the Trust’s average daily balances on deposit with  RJO during each month at 75% of the average 91-day Treasury bill rate for that month in respect of deposits denominated in dollars.  For deposits denominated in other currencies, the Trust earns interest at a rate of LIBOR less 100 basis points.  For the calendar year ended December 31, 2007, RJO had paid or accrued to pay interest of $3,076,787 to the Trust.  For the calendar year ended December 31, 2006, the clearing broker paid or accrued to pay interest of $6,848,952 to the Trust.
 
Most United States commodity exchanges limit the amount of fluctuation in commodity futures contract prices during a single trading day by regulations.  These regulations specify what are referred to as “daily price fluctuation limits” or “daily limits”.  The daily limits establish the maximum amount the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session.  Once the daily limit has been reached in a particular commodity, no trades may be made at a price beyond the limit.  Positions in the commodity could then be taken or liquidated only if traders are willing to effect trades at or within the limit during the period for trading on such day.  Because the “daily limit” rule only governs price movement for a particular trading day, it does not limit losses.  In the past, futures prices have moved the daily limit for numerous consecutive trading days and thereby prevented prompt liquidation of futures positions on one side of the market, subjecting commodity futures traders holding such positions to substantial losses for those days.
 

  7
 

 

 
It is also possible for an exchange or the CFTC to suspend trading in a particular contract, order immediate settlement of a particular contract, or direct that trading in a particular contract be for liquidation only.
 
There are no known material trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Trust’s liquidity increasing or decreasing in any material way.
 
(c)
Results of Operations
 
The Trust’s success depends on the Advisor’s ability to recognize and capitalize on major price movements and other profit opportunities in different sectors of the world economy.  Because of the speculative nature of its trading, operational or economic trends have little relevance to the Trust’s results, and its past performance is not necessarily indicative of its future results.  The Managing Owner believes, however, that there are certain market conditions — for example, markets with major price movements — in which the Trust has a better opportunity of being profitable than in others.
 
The Advisor’s programs do not predict price movements.  No fundamental economic supply or demand analysis is used in attempting to identify mispricings in the market, and no macroeconomic assessments of the relative strengths of different national economies or economic sectors is made.  Instead, the programs apply proprietary computer models to analyze past market data, and from this data alone attempt to determine whether market prices are trending.  Technical traders such as the Advisor base their strategies on the theory that market prices reflect the collective judgment of numerous different traders and are, accordingly, the best and most efficient indication of market movements.  However, there are frequent periods during which fundamental factors external to the market dominate prices.
 
If the Advisor’s models identify a trend, they signal positions which follow it.  When these models identify the trend as having ended or reversed, these positions are either closed out or reversed.  Due to their trend-following character, the Advisor programs do not predict either the commencement or the end of a price movement.  Rather, their objective is to identify a trend early enough to profit from it and to detect its end or reversal in time to close out the Trust’s positions while retaining most of the profits made from following the trend.
 
The performance summaries set forth below outline certain major price trends which the Advisor’s programs have identified for the Trust during the last three fiscal years.  The fact that certain trends were captured does not imply that others, perhaps larger and potentially more profitable trends, were not missed or that the Advisor will be able to capture similar trends in the future.  Moreover, the fact that the programs were profitable in certain market sectors in the past does not mean that they will be so in the future.
 
The performance summaries are an outline description of how the Trust performed in the past, not necessarily any indication of how it will perform in the future.  Furthermore, the general causes to which certain trends are attributed may or may not in fact have caused such trends, as opposed to simply having occurred at about the same time.  While there can be no assurance that the Advisor will be profitable even in trending markets, markets in which substantial and sustained price movements occur offer the best profit potential for the Trust.
 
 
2007
 
The JWH Global Trust posted a loss of 9.77% for 2007.  The Net Asset Value per Unit at year-end was $84.69 (please see Note (1)  and Note (7) in the notes to the financial statements for more information with respect to the calculation of Net Asset Value) compared to $93.86 per unit at the beginning of the year.  There were no contributions to the Trust during 2007.
 
The Trust’s performance was negative for the first quarter of 2007.  The interest rate sector was the Trust’s best performing sector early in the quarter, only for gains to be given back.  On high volatility, the European 10-year bond yields, U.K. two-year gilt, German debt, Japanese government bonds and U.S.Treasuries fell, rallied and fell again during the quarter.  The currency sector was the Trust’s worst performing sector during the quarter as currency markets whip-sawed with extreme volatility.  The largest losses occurred in the British Pound and the yen with slight gains produced in the euro and Australian dollar.  The energy sector was positive for the quarter despite changing weather conditions and predictions which caused extreme volatility within the sector.  Crude oil and London gas oil were the best performers while natural gas was the worst performer.  The metals sector was negative for the quarter as precious metal prices reacted to fluctuations in the U.S. dollar and the equity markets.  The sector started the quarter with negative results, moving to slightly positive performance mid-quarter before reversing back with negative results.  The equity indices sector was negative for the quarter.  Intra-month volatility early in the quarter hurt the sector’s performance.  The plunge in the Chinese equity market sparked a global sell-off and drop in equity prices which continued through the quarter.  The agriculture sector was negative for the quarter even with a mid-quarter rally.  As global equity markets plunged, investors took profits out of commodities.  Slight gains were achieved in corn and New York coffee and sugar.

 
 

 
 

The Trust’s performance was positive for the second quarter.  Global financial markets recovered from the explosion in volatility that occurred at the end of February and continued into March.  The currency, interest rate and indices sectors were the best performers for the quarter.  The euro reached a historical high against both the U.S. dollar and the Japanese yen and the British pound reached a 25-year high against the dollar.  The global stock indices sector were  positive for the quarter driven by  stronger-than-expected  earnings, an increase in mergers and acquisitions, economic growth in Europe, and benign inflation in the U.S.  Global interest rates sustained their steady rise as economic growth continued in Europe and as the U.S. housing market began to stabilize.  The European government bonds led performance in this sector.  U.S. Treasuries also bolstered performance.  The energy sector was negative for the quarter with slight gains achieved in June.  Prices across this sector were range-bound earlier in the quarter until increased terrorism fears combined with lower supplies in Petroleum-based products provided direction.  The metals sector started the quarter on a positive note, moved negatively mid-quarter to flat at quarter-end.  Volatility and whip-saw prices were most pronounced in Copper, Gold and Silver and affected over-all sector performance.  The agriculture sector was negative for the quarter.  Like the metals sector, the agriculture sector started on a positive note and moved to negative and then to flat at quarter-end.  Most losses, at different intervals, were in CBOT wheat, corn, New York coffee and corn.

The Trust’s performance was negative for the third quarter.  Many of the trends which contributed to second quarter gains were either disrupted or ended.  The U.S sub-prime crisis spread globally and financial markets were negatively impacted by rising volatility and trend reversals.  Gains in agriculture, energy and metals were not enough to offset losses in currencies, interest rates and indices during the middle of the quarter.  Indices and currencies recovered into positive territory at the end of the quarter while interest rates did not.  This sector was the only unprofitable sector by quarter-end.

The Trust’s performance was positive for the fourth quarter.  Apprehension regarding the sub-prime crisis spilled into the last quarter of the year.  The Federal Reserve cut rates mid-quarter, and most markets were directionless by the end of the quarter.
4 of the 6 sectors traded by the Trust were profitable for most of the quarter, with metals, energy and agriculture sectors contributing the most.


2006
 
The JWH Global Trust posted a loss of 16.9% for 2006.  The Net Asset Value at year-end was $93.86 (please see Note (1) and Note (7) in the notes to the financial statements for more information with respect to the calculation of Net Asset Value) compared to $112.96 per unit at the beginning of the year.  There were no contributions to the Trust during 2006.
 
The Trust’s performance in the first quarter was negative.  The currency sector led the Trust’s losses as the sharp reversal in the U.S. dollar’s strength continued into January.  The U.S. dollar dropped 2.3% and 1.25% against the euro and the British pound, respectively.  The energy sector suffered losses as geopolitical events and changing weather forecasts induced volatility.  The agriculture sector was slightly negative as sugar prices rose to their highest levels since 1989.  Metals led the positive performing sectors, along with gains achieved in the indices and interest rate sectors.  Metals benefited as silver gained 31% for the quarter and gold reached a 25-year high.  The indices sector also gained as Asian stocks approached a 16-year high.  The interest rate sector benefited as Japanese, German and U.S. government debt sold off on stronger-than-expected economic data.  Yields on the German benchmark two-year bonds rose to their highest point in more than 3 years, while Japanese 10-year government bonds (JGBs) fell after the Bank of Japan (BOJ) ended its 5-year policy of flooding the Japanese economy with cash.
 
The Trust’s performance was negative during the second quarter.  The German benchmark 10-year bund yield touched 4% for the first time since October  2004.  The metal and currency sectors also added to performance in April as both precious and base metals continued to trend higher due to inflationary fears and increased demand.  Currencies benefited as the U.S. dollar continued to weaken.  Gold climbed above $650/oz for the first time in 25 years while the U.S. dollar fell 4.1% against the euro.  In  mid-quarter, the interest rate, metal, agriculture and indices sectors suffered from large market corrections.  Increased inflationary fears and concerns over the global economy led investors to take profits and reduce risk exposure.   The Dow Jones Industrial Average closed on May 9th within 84 points of a new record high; however later weakened, ending May with their worst monthly decline in almost two years.  This caused a  “contagion effect” in the metal and currency sectors.  Gold fell 12% after reaching a 26-year high of $732 an ounce on May 12th.  The dollar fell to an eight-month low of 109 yen /dollar on May 17th and reached a one-year low of $1.297 per euro.  In June, all of April’s gains were erased as all six sectors were negative, with the currency, metals and interest rate sectors responsible for the majority of the Trust’s losses.   The possibility of a larger-than-expected interest rate move sent the U.S. dollar and U.S. treasury yields higher.  However the markets suffered another reversal after the Fed raised rates by only 25 basis points.  The dollar ended the quarter 5.3% lower against the euro and 2.8% lower versus the yen- the greatest percentage decrease since the last quarter of 2004.
 

 

 

 
The Trust’s performance  was positive for the third quarter.  The interest rate sector was positive as U.S. treasuries had their biggest quarterly gain in 4 years, and European 10-year bonds posted their first quarterly gain since June 2005.  The U.S. 10-year note touched a seven-month low of 4.53% on September 25th, down from 5.14% on June 30th .  JGBs also helped performance as investors speculated that the BOJ would keep interest rates at their current level for the remainder of the year.  The energy sector was also positive  albeit with increased volatility.  Natural gas and crude oil prices tumbled in September as mild weather in the Midwestern United States cut demand and inventories climbed toward an all-time high.   Meanwhile, crude oil prices fell 20 % after touching a record high of $78.40 a barrel on July 14th as fuel stockpiles increased and tensions in the Middle East eased.  Currencies were negative for a third consecutive quarter.  Currency markets continued to experience reversals with speculation about the health of the U.S. economy and global inflation.  The metals sector suffered as commodities as an asset class had its biggest quarterly decline in at least 50 years.  The Commodity Research Bureau index ended the third quarter down 12%, its largest decline since 1956.  Gold prices fell 18% from a 26-year high of $732 an ounce in May.  The indices and agriculture sectors were also negative for the quarter as sugar prices plunged, while the indices sector suffered as fears over slower growth in the U.S. and Japan kept equity markets lower for the majority of the quarter.
 
The Trust’s performance was negative for the fourth quarter.  In the fixed income sector, German and U.S. government bonds fell, experiencing reversing trends while the JGBs oscillated due to market speculation.  The metals sector was also negative for the quarter as precious metals fell.  The currency sector  added  to the Trust’s losses in December as the U.S. dollar’s weakening trend suffered a reversal.  The agriculture and indices sectors offset losses as corn prices had their biggest annual gain ever, reaching a 10-year high.
 
 
2005
 
The JWH Global Trust posted a  loss of  10.3% for 2005.  The Net Asset Value at year-end was $112.96 (please see Note (1)  and Note (7) in the notes to the financial statements for more information with respect to the calculation of Net Asset Value) compared to $148.54 per unit at the beginning of the year.  During 2005, total contributions to the Trust were $38,804,726.
 
The Trust’s performance in the first quarter was negative as the bulk of the losses were directly related to the strength of the U.S. dollar against most major currencies.  The weak dollar trend, which had dominated during the second half of 2004, began to reverse itself on diminishing expectations of a Yuan revaluation by the Chinese central bank.  Demand for the dollar also increased when the Federal Reserve raised interest rates by a quarter percentage point for the seventh time since June 2004.  On February 16th Fed Chairman Alan Greenspan’s testimony, stating that the decline in long-term interest rates during the past year “remains a conundrum”, sparked inflationary fears worldwide and added to the Trust’s negative performance in the interest rate sector as the European, Japanese and U.S. bond markets sold-off.  The Japanese sell-off was short lived as Japanese bonds rallied amid speculation that exports to the U.S. would drop.  The energy sector, the Trust’s best performer during the quarter, benefited from an increase in inflationary fears offset some of the previously discussed losses in the currency and interest rate sectors.  Energies rallied as commodity prices surged to a 24-year high on speculation that rising domestic demand may outpace U.S. refinery production during peak summer demand.  Overall, the gains made in energies, indices and the agriculture sectors were not enough to offset the losses incurred in the currency, interest rate and metals sectors.
 
The Trust’s performance was positive during the second quarter as large gains in the currency and interest rate sectors more than offset losses in the Trust’s other sectors.  The energy sector, which had been the best performing sector in the first quarter, was the worst performing sector in the second quarter, as trends experienced sudden and strong reversals.  In April, energies experienced a sudden turnaround as supplies increased and OPEC boosted output in an effort to lower prices and ensure adequate inventories to meet summer fuel demands.  In contrast, the entire energy sector rallied in June as expectations increased that global demand for oil would reach record levels in the fourth quarter.  The interest rate sector posted positive returns as the majority of the sector’s gains came from the strength in the German and Japanese fixed-income markets.  The benchmark German 10-year bund rose to a record high, as market conjecture grew that the European Central Bank would have to cut interest rates as the European economy slowed.  Further supporting the rally in the German bund was the rejection of the European Union Constitution in France.  The currency sector was the best performing sector during the quarter as the U.S. dollar posted its largest quarterly gain against the euro since 2001 as the market anticipated a quarter point increase by the Federal Reserve on June 30th.  The dollar also benefited from the yield advantage against the Swiss franc and the euro.  In the agriculture sector, cotton, corn, wheat, soybeans and N.Y. coffee hindered the Trust’s returns as weather conditions wreaked havoc in the markets.  The metals sector was negative for the quarter as volatility in various markets limited the Trust’s ability to achieve returns.  Overall, the gains made in the currency and interest rate sectors drove the Trust’s performance for the quarter.
 

  10
 

 

 
The Trust’s performance was positive for the third quarter, despite volatile market conditions that resulted from terror attacks in London, a surprise devaluation of the Chinese Yuan and Hurricanes Dennis, Emily, Katrina and Rita.  Fears, over damage to oil rigs and refineries caused by the hurricanes in the Gulf Coast led to record high energy prices.  With positive returns in every market traded, the energy sector led performance during the quarter.  The interest rate and currency sectors were the Trust’s most unprofitable sectors during the quarter as volatility in the fixed income market and the U.S. dollar dominated both sectors.  The dollar had been weakening over speculation that record high energy prices would slow U.S. economic growth.  However, once it became evident that the Federal Reserve would continue to raise interest rates and thus keep its “yield advantage”, both the fixed-income sector and the U.S. dollar reversed their trends; the dollar rallied and fixed-income markets sold off.  The hurricanes also helped the metal sector to post positive returns for the quarter as record high energy costs also saw gold reach a 17-year high.  The agriculture and indices sectors also posted positive returns, as N.Y. coffee and the Nikkei 225 (Osaka) led performance.  The Nikkei rose to a four year high on signs that the Japanese economy would continue to grow and on indications that land prices in Tokyo had risen for the first time in 15 years.  Overall, four out of the six sectors were positive for the quarter.
 
The Trust was negative for the fourth quarter as the energy, interest rate and agriculture sectors suffered from strong and sudden reversals in trends.  The energy sector was the Trust’s worst performer as energy prices retreated from record highs in the third quarter.  Not only did natural gas fall from record high levels set in September, but crude oil also fell from record highs set in August on signs that warmer than normal weather in the Northeastern region of the U.S. could reduce energy consumption.  The interest rate sector, which had been profiting from downward trending prices in the U.S., Europe and Japan, ended the quarter negative over fears of rising interest rates.  The sudden rally in Japanese and U.S. fixed-income markets was a result of Japanese Prime Minister Koizumi and other politicians stating that it was too early for the Bank of Japan to stop fighting deflation and a sudden optimism that inflation in the U.S. was contained as the Federal Reserve removed the term “accommodative” from its statement after raising rates at their December meeting.  While the market reversals resulted in losses for both the interest rate and energy sectors for the quarter, the currency sector finished the quarter positive but only after losing most of the gains the sector achieved in October and November.  For the most of the quarter the currency sector profited, however, as expectations of further rate hikes from the Fed diminished, the sector gains were limited as the dollar suddenly weakened.  The metal sector benefited as gold reached an 18-year high and the prices of LME copper and LME aluminum rallied on increased demand and falling supplies.  The agriculture sector was slightly negative for the quarter as N.Y. coffee and cotton were the main contributors to the underperformance in this sector.  Overall, the combined gains in the currencies, indices and metals sectors were unable to offset the losses in the rest of the Trust’s sectors.
 
 (d)
Inflation
 
Inflation does have an effect on commodity prices and the volatility of commodity markets; however, continued inflation is not expected to have a material adverse effect on the Trust’s operations or assets.
 
(e)
Off-Balance-Sheet Arrangements
 
The Trust does not have any off-balance-sheet arrangements (as defined in Regulation S-K 303(a)(4)(ii)) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
(f)
Tabular Disclosure of Contractual Obligations
 
The business of the Trust is the speculative trading of commodity interests, including futures contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, spot and forward contracts on currencies and precious metals and exchanges for physicals.  The majority of the Trust’s futures and forward positions, which may be categorized as “purchase obligations” under Item 303 of Regulation S-K, are short-term.  That is, they are held for less than one year.  Because the Trust does not enter into other long-term debt obligations, capital lease obligations, operating lease obligations or other long-term liabilities that would otherwise be reflected on the Trust’s Statement of Financial Condition, a table of contractual obligations has not been presented.
 

11 
 

 

 
 
Introduction
 
Past Results Are Not Necessarily Indicative of Future Performance
 
The Trust is a speculative commodity pool.  The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Trust’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Trust’s main line of business.  Market movements result in frequent changes in the fair market value of the Trust’s open positions and, consequently, in its earnings and cash flow.  The Trust’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Trust’s open positions and the liquidity of the markets in which it trades.
 
The Trust can acquire and/or liquidate both long and short positions in a wide range of different markets.  Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Trust’s past performance is not necessarily indicative of its future results.
 
Standard of Materiality
 
Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Trust’s market sensitive instruments.
 
Quantifying the Trust’s Trading Value at Risk
 
Value at Risk is a measure of the maximum amount which the Trust could reasonably be expected to lose in a given market sector.  However, the inherent uncertainty of the Trust’s speculative trading and the recurrence in the markets traded by the Trust of market movements far exceeding expectations could result in actual trading or Non-Trading losses far beyond the indicated Value at Risk or the Trust’s experience to date (i.e., “risk of ruin”).  In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Trust’s losses in any market sector will be limited to Value at Risk or by the Trust’s attempts to manage its market risk.
 
Quantitative Forward-Looking Statements
 
The following quantitative disclosures regarding the Trust’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.
 
The Trust’s risk exposure in the various market sectors traded by JWH is quantified below in terms of Value at Risk.  Due to the Trust’s mark-to-market accounting, any loss in the fair value of the Trust’s open positions is directly reflected in the Trust’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).
 
Exchange maintenance margin requirements have been used by the Trust as the measure of its Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day intervals.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.
 
Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.
 
In the case of market sensitive instruments, which are not exchange traded (almost exclusively currencies in the case of the Trust), the margin requirements for the equivalent futures positions have been used as Value at Risk.  In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.
 
The fair value of the Trust’s futures and forward positions does not have any optionality component.
 
In quantifying the Trust’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed.  Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate Value at Risk.  The diversification effects resulting from the fact that the Trust’s positions are rarely, if ever, 100% positively correlated have not been reflected.

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The Trust’s Trading Value at Risk in Different Market Sectors
 
The following tables indicate the average, highest and lowest amounts of trading Value at Risk associated with the Trust’s open positions by market category for fiscal years 2007 and 2006.  All open position trading risk exposures of the Trust have been included in calculating the figures set forth below.  During fiscal year 2007, the Trust’s average total capitalization was approximately $89.9 million, and during fiscal year 2006, the Trust’s average total capitalization was approximately $156 million.
 
Fiscal Year 2007
 
Market
 
Highest
   
Lowest
   
Average
   
% of
 
Sector
 
Value
   
Value
   
Value
   
Average
 
   
at Risk*
   
at Risk*
   
at Risk*
   
Capitalization**
 
                         
Agriculture
  $ 3.00     $ 1.00     $ 2.00       2.2 %
Currencies
  $ 9.70     $ 2.20     $ 6.40       7.1 %
Energies
  $ 2.40     $ 0.05     $ 1.70       1.9 %
Indices
  $ 3.00     $ 0.30     $ 1.90       2.1 %
Interest Rates
  $ 6.00     $ 2.10     $ 3.70       4.1 %
Metals
  $ 2.30     $ 0.30     $ 1.10       1.2 %
                                 
Total
  $ 26.40     $ 6.40     $ 16.80       18.6 %


Fiscal Year 2006

Market
Sector
 
Highest
Value
at Risk*
   
Lowest
Value
at Risk*
   
Average
Value
at Risk*
   
% of
Average
Capitalization**
 
                         
Agriculture
  $ 2.80     $ 1.10     $ 1.80       1.20 %
Currencies
  $ 16.10     $ 6.10     $ 11.00       7.10 %
Energies
  $ 6.70     $ 0.90     $ 3.37       2.26 %
Indices
  $ 5.00     $ 3.10     $ 4.00       2.60 %
Interest Rates
  $ 8.90     $ 1.20     $ 5.40       3.50 %
Metals
  $ 2.52     $ 0.70     $ 1.85       1.20 %
                                 
Total
  $ 42.02     $ 13.10     $ 27.42       17.86 %



*   Average, highest and lowest Value at Risk amounts relate to the month-end amounts for each calendar month-end during the fiscal year.  All amounts represent millions of dollars committed to margin.
 
** Average Capitalization is the average of the Trust’s capitalization at the end of each fiscal month during the relevant fiscal year.
 
Material Limitations on Value at Risk as an Assessment of Market Risk
 
The face value of the market sector instruments held by the Trust is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally range between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Trust.  The magnitude of the Trust’s open positions creates a “risk of ruin” not typically found in most other investment vehicles.  Because of the size of its positions, certain market conditions - unusual, but historically recurring from time to time - could cause the Trust to incur severe losses over a short period of time.  The foregoing Value at Risk table, as well as the past performance of the Trust, gives no indication of this “risk of ruin”.
 
Non-Trading Risk
 
The Trust has non-trading market risk on its foreign cash balances not needed for margin.  However, these balances (as well as any market risk they represent) are immaterial.  The Trust holds substantially all of its assets in cash on deposit with RJO.  The Trust has cash flow risk on these cash deposits because if interest rates decline, so will the interest paid out by RJO at 75% of the 91-day Treasury bill rate.  As of December 31, 2007 and December 31, 2006, the Trust had approximately $72.9 million and $119.3 million, respectively, in cash on deposit with RJO.

 
  13
 

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures
 
The following qualitative disclosures regarding the Trust’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Trust and JWH manage the Trust’s primary market risk exposures, constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.  The Trust’s primary market risk exposures as well as the strategies used and to be used by JWH for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Trust’s risk controls to differ materially from the objectives of such strategies.  Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Trust.  There can be no assurance that the Trust’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short or long term.  Investors must be prepared to lose all or substantially all of their investment in the Trust.
 
The following were the primary trading risk exposures of the Trust as of December 31, 2007, by market sector.
 
Currencies The Trust’s currency exposure is to exchange rate fluctuations.  These fluctuations are influenced by interest rate changes as well as political and general economic conditions.  The Trust trades in a number of currencies, including cross-rates (i.e., positions between two currencies other than the U.S. dollar).  The Trust’s major exposures have typically been in the dollar/yen, dollar/euro, dollar/Swiss franc and dollar/pound positions exposure to cross-rates positions such as euro/yen, and more recently have also included aud/yen and pound/yen positions and emerging markets like Singapore dollar.
 
Interest Rates.  Interest rate risk is a major market exposure of the Trust.  Interest rate movements directly affect the price of the sovereign bond positions held by the Trust and indirectly the value of its stock index and currency positions.  Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Trust’s profitability.  The Trust’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries.  However, the Trust also takes positions in the government debt of smaller nations — e.g., Australia.  The Managing Owner anticipates that G-7 interest rates will remain the primary market exposure of the Trust in this sector for the foreseeable future.
 
Stock Indices.  The Trust’s primary equity exposure is to equity price risk in the G-7 countries including the U.S.  The stock index futures traded by the Trust are by law limited to futures on broadly based indices.  As of December 31, 2007, the Trust’s primary exposure was in the Osaka Nikkei (Japan) and SFE (Sydney Futures Exchange - Australia) SPI 200.  As of December 31, 2006, the Trust’s primary exposure was in the E-Mini NASDAQ, Eurostoxx 50, Osaka Nikkei (Japan), and SFE SPI 200 (Australia).  The Trust is primarily exposed to the risk of adverse price trends or trendless markets in the major U.S., European and Japanese indices.  (Trendless markets would not cause major market changes but could make it difficult for the Trust to avoid being “whipsawed” into numerous small losses.)
 
Metals.  The JWH programs currently used for the Trust trade mainly precious and base metals.  The Trust’s primary metals market exposure is to price fluctuations.
 
Agricultural. The Trust’s primary commodities exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions.  Coffee, corn, wheat, beans, soybean oil, cotton, cocoa and sugar accounted for the substantial bulk of the Trust’s agricultural exposure as of December 31, 2007 and December 31, 2006.  In the past, the Trust has had market exposure to live cattle, and the soybean complex and may do so again in the future.
 
Energy.  The Trust’s primary energy market exposure is to gas and oil price movements, which sometimes result from political developments in the Middle East.  Oil prices can be volatile and substantial profits and losses have been and may continue to be experienced in this market.

  14
 

 
 
 
Qualitative Disclosures Regarding Non-Trading Risk Exposure
 
The following were the only non-trading risk exposures of the Trust as of December 31, 2007 and December 31, 2006.
 
Foreign Currency Balances.  The Trust’s primary foreign currency balances are in Japanese yen,  British pounds and Swiss francs.
 
Cash Position.  The Trust held substantially all its assets in cash at  R.J. O’Brien & Associates, earning interest at 75% of the average 91-day Treasury bill rate (calculated daily).
 
Qualitative Disclosures Regarding Means of Managing Risk Exposure
 
The Manager Owner monitors the Trust’s performance and the concentration of its open positions, and consults with JWH concerning the Trust’s overall risk profile.  If the Managing Owner felt it necessary to do so, the Managing Owner could require JWH to close out individual positions as well as entire programs traded on behalf of the Trust.  However, any such intervention would be a highly unusual event.  The Managing Owner primarily relies on JWH’s own risk control policies while maintaining a general supervisory overview of the Trust’s market risk exposures.
 
Risk Management
 
Given the volatility of prices (see “Trend Detection”), JWH does not expect that all trend signals will lead to profitable trades.  Stop-losses are used in some models and managed in a proprietary manner to balance the potential loss on any trade versus the opportunity for maximum profit.  Stop losses may not necessarily limit losses, since they become market orders upon execution; as a result, a stop-loss order may not be executed at the stop-loss price.  Other models do not have any stop-loss methodology but rely on market diversification and a change in directional signals to offset risk.  Risk in some programs may also be managed by varying position size or risk levels for a market, based in part on assessment of market volatility, while other programs will maintain position sizes in markets regardless of changes in volatility.  There are no systematic constraints on portfolio volatility or the maximum drawdown for any program.  Volatility will not cause systematic adjustments to be made to existing positions.  Some programs consider volatility in determining the size of positions initiated.  Other programs do not consider volatility in determining the size of positions initiated.
 
Modern portfolio techniques are used in an effort to construct an overall diversified portfolio for each JWH trading program.  However, some programs will have limited diversification because of their sector focus.  These techniques will attempt to take into account the volatility and correlation of the markets that are included in the program.  However, no assurances can be made that historical market correlations and diversification will occur or persist in all market conditions.  In an attempt to maintain diversification, portfolio adjustments will be made to account for systematic changes identified by JWH’s research in the relationships across markets.  Consistent with JWH’s view of markets, portfolios are managed to meet longer-term risk and volatility tolerances, rather than trading on the basis of short-term trends or short-term volatility.  JWH at its sole discretion may override computer-generated signals and may at times use discretion in applying its quantitative models, which may affect performance positively or negatively.  This could occur, for example, when JWH determines that markets are illiquid or erratic, such as may occur cyclically during holiday seasons, or on the basis of irregularly occurring market events.  Subjective aspects in JWH’s application of its quantitative models also include the determination of position size in relation to account equity, timing of commencement of trading an account, the investment of assets associated with additions, redemptions, and reallocations, future contracts used and contract months traded, and effective trade execution.
 
The basic philosophy underlying the firm’s investment methodology has remained intact throughout its history and most investment programs maintain a consistent portfolio composition to allow profit opportunities in as many major market trends as possible, in accordance with the investment objectives of each program.
 
Proprietary research may be conducted to refine the JWH investment strategies.  The potential benefits to a program of employing more than one investment methodology, applying investment methodologies in varying combinations, and the possible substitution of alternative investment methodologies with respect to particular contracts may be assessed through the testing of different methodologies, along with the possible benefits of such modifications to improve program performance over historical levels.  In addition, risk management research and investment program analysis may suggest modifications regarding the relative weighting among various contracts, modifying the style and/or timing used by an investment program to trade a particular contract, the addition or deletion of a contract traded by an investment program, or a change in position size in relation to account equity.  JWH’s research on these and other issues has resulted in investment program modifications from time to time in the past, and are expected to do so in the future.
 
Position size adjustments relative to account equity are an integral part of JWH’s investment strategy and historically have been made in a systematic manner as the equity in the account from trading profits increases.  JWH may override indicated systematic position size adjustments when, in its discretion, it deems that is warranted by its assessment of market conditions.  

  15
 

 


In the case of declines in equity, position sizes are generally maintained in spite of any trading losses.  Systematic methods for maintaining or adjusting the trade size to equity in an account may affect performance and will alter the risk exposure of the account, with leverage increasing in down markets until losses are offset, and decreasing in profitable market conditions until systematic adjustments are made.
 
JWH may also use discretion to adjust the size of a position in relation to equity in the account for markets or for entire investment programs.  Such adjustments may not be made for all JWH programs.  Factors that may affect decisions to adjust the size of a position in relation to account equity include ongoing research, program volatility, current market volatility, risk exposure, subjective judgment, and evaluation of these and other general market conditions.
 
Decisions to change the size of a position may positively or negatively affect performance and will alter risk exposure for an account, since such adjustments will also alter the volatility of JWH programs.  Adjustments in position size relative to account equity may lead to greater profits or losses, more frequent and larger margin calls, and greater brokerage expense.  No assurance is given that such adjustments will result in increased program profitability.  JWH reserves the right to alter, at its sole discretion and without notification, its policy regarding adjustments in position size relative to account equity.
 
 
Reference is made to the financial statements and the notes thereto filed as Exhibit 13.01 to this report.
 
The following summarized (unaudited) quarterly financial information presents the results of operations and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2007 and 2006.
 
   
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
 
   
2007
   
2007
   
2007
   
2007
 
Total Trading Revenues (Loss)
  $ (19,475,025 )   $ 14,348,770     $ (4,988,722 )   $ 5,689,713  
Total Trading Expenses
    2,333,860       2,120,145       1,734,035       1,813,700  
Trading Income (Loss)
    (21,808,885 )     12,228,625       (6,722,757 )     3,876,013  
Non-Trading Income (Loss)
    (466,578 )     1,015,019       2,560,964       2,400,422  
Net Income (Loss)
  $ (22,275,463 )   $ 13,243,644     $ (4,161,793 )   $ 6,276,435  
                                 
                                 
Net Income (Loss) per Trading Unit
  $ (17.40 )   $ 10.91     $ (6.75 )   $ 4.07  
 
   
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
 
   
2006
   
2006
   
2006
   
2006
 
Total Trading Revenues (Loss)
  $ (14,649,015 )   $ 759,644     $ 3,450,176     $ (5,414,753 )
Total Trading Expenses
    4,002,136       3,612,453       3,011,828       2,714,207  
Trading Income (Loss)
    (18,651,151 )     (2,852,809 )     438,348       (8,128,960 )
Non-Trading Income (Loss)
    (253,651 )     (169,996 )     (246,582 )     131,316  
Net Income (Loss)
  $ (18,904,802 )   $ (3,022,805 )   $ 191,766     $ (7,997,644 )
                                 
Net Income (Loss) per Trading Unit
  $ (10.71 )   $ (2.70 )   $ 0.47     $ (6.16 )
                                 
 
The Trust has not disposed of any segments of its business.  In 2007, the Trust recorded income of $1,193,083, $2,589,725 and $2,708,467 on collections from the RCM bankruptcy in excess of impaired value in the quarters ended June 30, September 30, and December 31, 2007, respectively.
 
 
None
 
 
Evaluation of Disclosure Controls and Procedures: Under the supervision and with the participation of the management of R.J. O’Brien Fund Management, LLC, the managing owner of the Trust at the time this annual report was filed, including the managing owner’s President and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Trust’s  disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2007.  The Trust’s disclosure controls and procedures are designed to provide reasonable assurance that information the Trust is required to disclose in the reports that the Trust files or submits under the Exchange Act are recorded, processed and summarized and reported within the time period specified in the applicable rules and forms.  Based on this evaluation, the President and Chief Financial Officer of the managing owner have concluded that the disclosure controls and procedures of the Trust were effective at December 31, 2007.
 

16 
 

 


Management's Report on Internal Control Over Financial Reporting.  The Managing Owner of the Trust is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  The Managing Owner has assessed the effectiveness of the Trust's internal control over financial reporting as of December 31, 2007.  In making this assessment, the Managing Owner used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, in Internal Control-Integrated Framework.  The Managing Owner has concluded that, as of December 31, 2007, the Trust's internal control over financial reporting is effective based on these criteria.  This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.  This annual report does not include an attestation report of the Trust's independent registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Trust's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Trust to provide only management's report in this annual report.
 
Changes in Internal Control Over Financial Reporting:  There were no changes in the Trust’s internal control over financial reporting, during the quarter ended December 31, 2007, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
 
Limitations on the Effectiveness of Controls: Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met.  Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
 
 
None.
 
 
 
There are no directors or executive officers of the Trust.  As of December 31, 2007, the Trust was managed by its Managing Owner, R.J. O’Brien Fund Management, LLC. The officers and directors of the Managing Owner as of December 31, 2007 were as follows:
 
R.J. O’Brien Fund Management, LLC
 
Gerald Corcoran is Chief Executive Officer and Director of RJOFM: Gerry Corcoran was appointed Chief Executive Officer of RJO in June 2000 and was appointed as Chief Executive Officer of RJOFM in November of 2006.  He joined the RJO family in 1987 as Chief Financial Officer and served as Chief Operating Officer, a position he was promoted to in 1992.  He is also a member of the Board of Directors.  Prior to joining RJO, Mr. Corcoran served as controller for the Chicago Sun-Times, the nation’s 7th largest daily newspaper.  He is a former member of the Chicago Mercantile Exchange where he served on the Clearing House Committee.  Mr. Corcoran also serves on the Board of Governors of the Chicago Board of Trade Clearing Corporation, the only AAA rated clearing organization in the world.  Mr. Corcoran has a Bachelor of Business Administration from Loyola University and is a Certified Public Accountant.
 
Colleen Mitchell is President and Director of RJOFM:  Colleen Mitchell was promoted to President of R.J.O’Brien in June 2000.  Prior to this position, she served as vice president for the futures commission merchant.  Ms. Mitchell was responsible for marketing, clearing, and execution services to commodity trading advisors, hedge fund managers, and introducing brokers.  Formerly, Ms. Mitchell served as senior vice president for Terra Nova Trading in Chicago, where she launched and brokered for a NASD broker-dealer and NFA introducing brokerage firm.  She has a Bachelor of Arts from Saint Mary’s College in South Bend, Indiana.
 
Jeffrey R. Miceli was Chief Financial Officer and Director  of RJOFM:  Mr. Miceli served as Chief Financial Officer of R.J. O’Brien Alternative Asset Management, Inc. until April 2007.  Prior to joining R.J. O’Brien, he was a senior manager in the Investment Services practice of KPMG LLP.  He is a Certified Public Accountant and graduated from Northern Illinois University with a B. S. in Accounting in 1988.  He is a member of the AICPA and the Illinois CPA Society.  As of April 30, 2007, the Board of Directors of RJOFM voted to remove Mr. Miceli from his position as Vice President and Chief Financial Officer of RJOFM in order to reassign Mr. Miceli to another position within the larger R.J. O’Brien & Associates family.
 

17 
 

 


Helen D. McCarthy is Chief Financial Officer and Director of RJOFM:.  Ms. McCarthy was named CFO of RJOFM on April 30, 2007.  Prior to joining R.J. O’Brien, Ms. McCarthy was VP of Finance/Controller at ACNielsen, a global marketing information company.  Before ACNielsen, she served as Vice President of Finance at the Sun-Times Media Group, a newspaper conglomerate with over 100 publications.  Ms. McCarthy was responsible for all financial management and Controllership duties.  Ms. McCarthy also spent 7 years with Ernst & Young auditing both Public and Private companies.  Ms. McCarthy began serving as Chief Financial Officer in April 2007.
 
Annette A. Cazenave is Senior Vice President and Director of RJOFM:  With RJOFM’s purchase of RCMI in December of 2006, Ms. Cazenave joined RJOFM with over twenty-five years of comprehensive experience in alternative asset management (futures, derivatives and hedge funds) marketing and business management.  Ms Cazenave joined Cargill in March of 2004.  Previously, Ms. Cazenave was VP, Marketing and Product Development, for Horizon Cash Management, LLC (2002-2004).  Prior to this, she was President and Principal of Skylark Partners, Inc., in New York, a financial services consulting firm.  Additionally, Ms. Cazenave held senior level positions with ED&F Man Funds Division (now Man Investments) in New York (1986-1993).  Ms. Cazenave began her career in 1979 as a Sugar trader and holds a B.A. from Drew University and an M.B.A. from Thunderbird, The American Graduate School of International Management.
 
Each officer and director holds such office until the election and qualification of his or her successor or until his or her earlier death, resignation or removal.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
The Trust does not have any directors or officers of its own and no person is known to the Trust to beneficially own more than 10% or the outstanding units.
 
Audit Committee
 
The Managing Owner has not created an audit committee of its board of directors; therefore, the entire board of directors of the Managing Owner acts as the audit committee with respect to the Trust.  None of the directors are considered to be independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.  Therefore, there is no Audit Committee Financial Expert.
 
Code of Ethics
 
The Trust does not have any officers; therefore, it has not adopted a code of ethics applicable to the Trust’s principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.  The Managing Owner operates the Trust and has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.  This code of ethics is included by reference in Exhibit 14.01 to this annual report.
 
 
The Trust has no officers or directors.  The Managing Owner administers the business and affairs of the Trust (exclusive of Trust trading decisions which are made by an independent commodity trading advisor).  The officers and directors of the Managing Owner receive no compensation from the Trust for acting in their respective capacities with the Managing Owner.
 
 
(a)
As of December 31, 2007, no person was known to the Trust to own beneficially more than 5% of the outstanding units.
 
(b)
As of December 31, 2007, the Managing Owner beneficially held an ownership of $1,712,262 (which is the equivalent of 20,218 units) or approximately 2.1% of the ownership of the Trust as of that date.
 
(c)
As of December 31, 2007, no arrangements were known to the registrant, including any pledges by any person of units of the Trust or shares of its Managing Owner or the parent of the Managing Owner, such that a change in control of the Trust may occur at a subsequent date.
 
 

18 
 

 

 
The Trust did not pay CF & Co., L.L.P any amount in 2007 or 2006 for assurance reviews and related professional services rendered in connection with the audit or review of the Trust’s financial statements that are not covered by Item 14(a) above.
 
(c)           Tax Fees
 
The Trust did not pay CF & Co., L.L.P any amount in 2007 or 2006 for professional services in connection with tax compliance, tax advice and tax planning.  The Trust engaged Deloitte & Touche LLP, which does not provide audit services to the Trust, to provide professional services in connection with tax compliance, tax advice and tax planning and paid Deloitte & Touche LLP $120,000 for such services for 2007 and $65,000 for 2006.  These fees consisted primarily of services rendered in connection with the preparation of a Schedule K-1 to IRS Form 1065 for each unitholder.
 
(d)           All Other Fees
 
None.
 
(e)           Audit Committee Pre-Approval Policies and Procedures
 
 
(i)
The board of directors of the Managing Owner acts as the audit committee with respect to the Trust.  The directors of the Managing Owner have not developed pre-approval policies as of the date of this report.  Consequently, all audit and non-audit services provided by CF & Co., L.L.P must be approved by the directors of the Managing Owner.
     
 
(ii)
None of the services described in Item 9(e)(2) through 9(e)(4) of Schedule 14A of the Securities Exchange Act of 1934 were provided by CF & Co., L.L.P therefore, no services were required to be approved by the board of directors of the Managing Owner on behalf of the Trust.
     
 (f)   
Less than 50% of the hours expended on CF & Co., L.L.P’s audit of the Trust’s financial statements were attributable to the work of persons who were not full-time, permanent employees of CF & Co L.L.P.
 
 
 
(a)
The following documents are included herein:
 
 
(1)
Financial Statements:
 
 
a.
Report of Independent Registered Public Accounting Firm — CF & Co., L.L.P.
 
 
b.
Consolidated Statements of Financial Condition as of December 31, 2007 and 2006.
 
 
c.
Condensed Consolidated Schedule of Investments as of December 31, 2007 and 2006.
 
 
d.
Consolidated Statements of Operations, Years ended December 31, 2007, 2006 and 2005.
 
19

 
 
 
e.
Consolidated Statements of Changes in Unitholders’ Capital for the years ended December 31, 2007, 2006 and 2005.
 
 
f.
Notes to Consolidated Financial Statements.
 
(2)
All financial statement schedules have been omitted either because the information required by the schedules is not applicable, or because the information required is contained in the financial statements herein or the notes hereto.
 
(3)
Exhibits:
 

  20
 

 
 
 
 
Index to Exhibits
 
Exhibit
   
Number
 
Description of Document
     
1.01
 
Amended and Restated Selling Agreement among R.J. O’Brien  Securities, LLC (the “Lead Selling Agent”), JWH Global Trust (the “Registrant”), R.J. O’Brien Fund Management LLC (the “Managing Owner”), and R.J. O'Brien & Associates, LLC.
 
1.02
 
Form of Amended and Restated Additional Selling Agreement.(1)
 
3.01
 
Seventh Amended and Restated Declaration and Agreement of Trust of the Registrant.(2)
     
3.02
 
Certificate of Amendment of Certificate of Trust of the Registrant.(3)
     
10.01
 
Form of Subscription Agreement and Power of Attorney.(4)
     
10.02
 
Subscription and Transfer Agent Agreement, dated as of April 2, 2007, by and among The Bank of New York, the Managing Owner, and the Registrant.(5)
     
10.03
 
Form of Trading Advisory Agreement among the Registrant, the Managing Owner, RJO and JWH, as assigned to R.J.O’Brien Fund Management, LLC.(3)
     
10.04
 
First Amendment to the Trading Advisory Agreement, dated as of September 29, 2000, by and among JWH Global Trust, CIS Investments, Inc., and John W. Henry & Company, Inc.(5)
     
10.05
 
Second Amendment to the Trading Advisory Agreement, dated as of June 23, 2005, by and among JWH Global Trust, CIS Investments, Inc., and John W. Henry & Company, Inc.(5)
     
10.06
 
Third Amendment to the Trading Advisory Agreement, dated as of June 27, 2006, between JWH Global Trust, Refco Commodity Management, Inc., and John W. Henry & Company.(5)
     
10.07
 
Customer Agreement between the Registrant and R.J. O’Brien & Associates, Inc., dated as of September 27, 2006. (6)
     
13.01
 
Annual Report to Unitholders for Fiscal Year 2007.
     
14.01
 
R.J. O’Brien Fund Management, LLC. Code of Ethics.
     
31.01
 
Rule 13a-14(a)/13d-14(a) Certifications of Principal Executive Officer.
     
31.02
 
Rule 13a-14(a)/13d-14(a) Certifications of Principal Financial Officer.
     
32.01
 
Section 1350 Certification of Chief Executive Officer.
     
32.02
 
Section 1350 Certification of Chief Financial Officer.

 

(1)  Incorporated by reference from the exhibit of the same description filed on November 29, 2007 with Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Reg No. 333-146177).
 
(2)  Incorporated by reference from the exhibit of the same description filed on March 4, 2008 on the Registrant's Form 8-K.
 
(3)  Incorporated by reference from the exhibit of the same description filed on February 10, 1997 with Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-16825; declared effective April 3, 1997).
 
(4)  Incorporated by reference from the exhibit of the same description filed on December 5, 2007 with the Registrant's Prospectus on Form 424B3.
 
(5)  Incorporated by reference from the exhibit of the same description filed on September 19, 2007 with the Registrant's Registration Statement on Form S-1 (Reg. No. 333-146177; declared effective December 4, 2007).
 
(6)  Incorporated by reference from the exhibit of the same description filed on July 5, 2007 on the Registrant's Form 10-K.
 
 

  21
 

 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: March 20, 2008
JWH GLOBAL TRUST
     
     
 
By: R.J. O’Brien Fund Management,LLC.
 
(Managing Owner)
   
   
 
By:
/s/ Helen D. McCarthy
 
   
Helen D. McCarthy
   
Vice President and
   
Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on behalf of the Registrant on March 20, 2008, and in the capacities indicated:
 
R.J. O’Brien Fund Management, LLC.
 
Signatures
 
Title
     
  /s/ Gerald Corcoran
 
Chief Executive Officer and Director
Gerald Corcoran
 
(principal executive officer)
     
  /s/ Helen D. McCarthy
 
Chief Financial Officer and Director
Helen D. McCarthy
 
(principal financial and accounting officer)
     
  /s/ Colleen Mitchell
 
President and Director
Colleen Mitchell
   
     
  /s/ Annette Cazenave
 
Senior Vice President and Director
Annette Cazenave
   

 

 
 



22
 

 

EX-1 2 s11-8239_ex101.htm EXHIBIT 1.01 Unassociated Document
 
EXHIBIT 1.01

 
AMENDED AND RESTATED
 
SELLING AGREEMENT
 
JWH GLOBAL TRUST
 
 
(A DELAWARE BUSINESS TRUST)
 
 
Dated as of November 16, 2007



 







 

 
 

 

TABLE OF CONTENTS
 
 
SECTION 1.
REPRESENTATIONS AND WARRANTIES OF THE MANAGING OWNER AND THE TRUST
2
SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT
6
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF THE FUTURES BROKER
7
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF JWH
9
SECTION 5.
OFFERING AND SALE OF UNITS
11
SECTION 6.
COVENANTS OF THE MANAGING OWNER
14
SECTION 7.
COVENANTS OF JWH
15
SECTION 8.
PAYMENT OF EXPENSES AND FEES
16
SECTION 9.
CONDITIONS OF CLOSING
16
SECTION 10.
INDEMNIFICATION AND EXCULPATION
17
SECTION 11.
STATUS OF PARTIES
19
SECTION 12.
REPRESENTATIONS. WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY
19
SECTION 13.
TERMINATION
20
SECTION 14.
ASSIGNMENT
20
SECTION 15.
NOTICES AND AUTHORITY TO ACT
20
SECTION 16.
PARTIES
20
SECTION 17.
GOVERNING LAW
21
SECTION 18.
REQUIREMENTS OF LAW.
21
SECTION 19.
EXHIBITS (Page 25)
21

 
 

 
 

 
 
 
EXHIBIT 1.01

JWH GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)
 
(SUBSCRIPTION PRICE:
 
NET ASSET VALUE PER UNIT)
 
AMENDED AND RESTATED SELLING AGREEMENT
 
as of November 16, 2007
 
R.J. O'Brien Securities LLC
222 S Riverside Plaza Suite 900
Chicago, IL 60606

Dear Sirs:
 
R.J. O'Brien Fund Management, LLC., a Delaware Limited Liability Company (referred to herein in its corporate capacity and as managing owner as ("RJOFM" or "Managing Owner"), became the managing owner on November 30, 2006, to the JWH Global Trust (the "Trust"), which was formed pursuant to the Business Trust Act (12 DEL. C. Section 3801 et seq.) of the State of Delaware on November 12,1996 for the purpose of engaging in speculative trading of futures contracts on currencies, interest rates, energy, and agricultural products, metals and stock indices; options on such futures contracts; and spot and forward contracts on currencies and precious metals.
 
The Trust entered into a trading advisory agreement (the "Trading Advisory Agreement") with John W. Henry & Company, Inc., a Florida corporation ("JWH"), pursuant to which the Trust engages in speculative trading under the direction of JWH pursuant to JWH's Financial and Metals Portfolio, International Foreign Exchange Portfolio, JWH Global Analytics, Global Diversified Portfolio , and, possibly in the future, other programs selected by the Managing Owner with the Agreement of JWH (the "JWH Trading Programs").
 
R.J. O'Brien Securities LLC, a limited liability company formed under the laws of the State of Delaware, will act as the lead selling agent for the Trust (the "Lead Selling Agent") pursuant to this Agreement. Other selling agents (each an ''Additional Selling Agent" and collectively, the "Additional Selling Agents") may be selected by the Lead Selling Agent with the consent of the Managing Owner, in accordance with the terms of this Agreement, forms of the Additional Selling Agent agreement (the "Additional Selling Agent Agreement").
 
In addition, RJO O'Brien & Associates, LLC, a Delaware Limited Liability Company, ("Futures Broker") an affiliate of RJOFM, pursuant to a customer agreement with the Trust, dated September 27, 2006 (the "Customer Agreement"), acts as futures broker for the Trust and as principal with respect to certain "exchange of futures for physical" transactions, the Trust's forward and spot currency trades and the Trust's precious metals transactions.
 

 
 

 

SECTION 1.
REPRESENTATIONS AND WARRANTIES OF THE MANAGING
OWNER AND THE TRUST
 
Each of the Managing Owner and the Trust severally as applicable to itself (and in the case of RJOFM as applicable to the Trust) represents and warrants as of the date hereof to JWH, the Lead Selling Agent and the Futures Broker, as follows:
 
 
(a)
CIS Investments, Inc. and Refco Commodity Management Inc. (the "Prior Managing Owners") preceded the Managing Owner as managing owner to the Trust and, as such, the Managing Owner makes no representations as to (a)(i)- (xiii), below. The Prior Managing Owners are believed to have filed with respect to (a)(i)-(xiii) and the Managing Owner with respect to (a)(xiv) has filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated by the SEC thereunder (the "SEC Regulations"):
 
 
(i)
on August 19, 1997, relating to the registration of $75,000,000 in units in the Trust (together, with all subsequently registered units, the "Units), as amended by Amendment No. I thereto filed on September 24, 1997 relating to the registration of an additional $80,000,000 in Units, which registrations of $155,000,000 in Units were declared effective by the SEC on September 24,1997 (SEC File No. 333-33937) (the "1997 Registration");
 
 
(ii)
on June 5, 1998, Post-Effective Amendment No. 1 to the 1997 Registration on Form S- I was filed with the SEC and declared effective by the SEC shortly thereafter;
 
 
(iii)
on March 9, 1999, Post-Effective Amendment No. 2 to the 1997 Registration on Form 5-1 was filed with the SEC and declared effective by the SEC on March 31, 1999;
 
 
(iv)
on November 29, 1999, Post-Effective Amendment No. 3 to the 1997 Registration on Form S-1 was filed with the SEC and declared effective by the SEC on January 3, 2000;
 
 
(v)
on September 18, 2000, Post-Effective Amendment No. 4 to the 1997 Registration on Form S-1 was filed with the SEC and declared effective by the SEC shortly thereafter;
 
 
(vi)
on May 29, 2001, Post-Effective Amendment No. 5 to the 1997 Registration on Form S-1 was filed with the SEC; and declared effective by the SEC on July 3, 2001;
 
 
(vii)
on March 12, 2002, Post-Effective Amendment No. 6 to the 1997 Registration on Form S-1 was filed with the SEC and declared effective by the SEC shortly thereafter;
 
 
(viii)
on December 5, 2002, Post-Effective Amendment No. 7 to the 1997 Registration on Form S-1 was filed with the SEC and declared effective by the SEC on January 3. 2003;
 

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(ix)
on May 15, 2003, a registration statement on Form S-1, for the registration of an additional $300,000,000 in Units was filed with the SEC and declared effective by the SEC on July 2, 2003 (SEC File No. 333-105282) (the "2003 Registration");
 
 
(x)
on February 7, 2004, Post-Effective Amendment No. I to the 2003 Registration Statement on Form S-1 was filed with the SEC and declared effective by the SEC on April 2, 2004;
 
 
(xi)
On October 6, 2004, a registration statement on Form S-1, for the registration of an additional $500,000,000 in Units, was filed with the SEC and was declared effective by the SEC on November 1, 2004 (SEC File No. 333- 119560) (the "2004 Registration ");
 
 
(xii)
on June 24, 2005, Post-Effective Amendment No. 1 to the 2004 Registration Statement on Form S-1 was filed with the SEC and declared effective by the SEC shortly thereafter;
 
 
(xiii)
on July 12, 2005, Post-Effective Amendment No. 2 to the 2004 Registration Statement on Form S-1 was filed with the SEC, which was declared effective August 1, 2005; and
 
 
(xiv)
on September 19, 2007, a registration statement on Form S-1 for the registration of an additional $81,120,000 in Units was filed with the SEC and declared effective on, 2007, which registration statement also operated as a post-effective amendment to the previously filed registration statements.
 
 
(b)
Copies of the preliminary prospectus contained in each of the Registration Statements referred to in Sections 1(a)(i) - (xiv) above and copies of the final prospectuses thereto have also been, or will be, filed with (i) the Commodity Futures Trading Commission (the "CFTC") under the Commodity Exchange Act (the "Commodity Act") and the rules and regulations promulgated thereunder by the CFTC (the "CFTC Rules"); and (ii) the National Futures Association (the ''NFA") in accordance with NFA Compliance Rule 2-13. Copies of each of the Registration Statements referred to in Sections 1(a)(i) -(xiv) have also been filed with the Financial Industry Regulatory Authority "FINRA") pursuant to its Conduct Rules.
 
 
(c)
The Registration Statement referred to in Section 1(a)(xiv) and the prospectus included therein are hereinafter called the "Registration Statement'. and the "Prospectus," respectively, except that if the Trust files a post-effective amendment to the Registration Statement, then the term "Registration Statement" shall, from and after the filing of each such amendment, refer to the applicable Registration Statement, as amended by such amendment, and the term "Prospectus" shall refer to the amended prospectus then on file with the SEC as part of the applicable Registration Statement; and if a prospectus as first issued in compliance with the SEC Regulations shall differ from the prospectus on file at the time the applicable Registration Statement or any amendment thereto shall have become effective, the term "Prospectus" shall refer to the prospectus most recently so issued from and after the date on which it shall have been issued, including any amendment or supplement thereto. The Trust will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus unless the Lead Selling Agent has received reasonable prior notice of and a copy of such amendments or supplements and has not reasonably objected thereto in writing.
 

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(d)
The Trust will not utilize any promotional brochure or other marketing materials (collectively, "Promotional Material"), including "Tombstone Ads" or other communications qualifying under Rule 134 of the SEC Regulations, which are reasonably objected to by the Lead Selling Agent. No reference to the Lead Selling Agent may be made in the Registration Statement, Prospectus or in any Promotional Material which has not been approved by the Lead Selling Agent, which approval the Lead Selling Agent may withhold in its reasonable discretion. No reference to JWH may be made in the Registration Statement, Prospectus or in any Promotional Material which has not been approved in writing by JWH, which approval JWH may withhold in its reasonable discretion. The Trust will file all Promotional Material with FINRA, and will not use any such Promotional Material to which FINRA has not stated in writing that it has no objections.
 
 
(e)
The Certificate of Trust pursuant to which the Trust has been formed (the "Certificate of Trust") and the Trust's Declaration and Agreement of Trust (the "Declaration and Agreement of Trust") each provides for the subscription for and sale of the Units; all action required to be taken by the Managing Owner and the Trust as a condition to the continued sale of the Units to qualified subscribers therefore has been, or prior to the Subsequent Closing Times, as defined in Section 5(a) hereof, will have been taken; and, upon payment of the consideration therefore specified in all accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid beneficial interests in the Trust.
 
 
(f)
The Trust is a business trust duly organized pursuant to the Certificate of Trust, the Declaration and Agreement of Trust and the Trust Act and validly existing under the laws of the State of Delaware with full power and authority to engage in the trading of futures, options on futures, and spot/forward contracts, as described in the Prospectus; the Trust has filed a certificate of assumed name in the State of Illinois as provided by 805 I.L.C.S. 405/1.
 
 
(g)
RJOFM is duly organized and validly existing and in good standing as a Limited Liability Company under the laws of the State of Delaware and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its businesses requires such qualification and the failure to so qualify would materially adversely affect the Trust's or the Managing Owner's ability to perform their obligations hereunder.
 
 
(h)
The Trust and RJOFM have proper power and authority under applicable law to perform their respective obligations under the Declaration and Agreement of Trust, the Escrow Agreement relating to the offering of the Units (the ''Escrow Agreement"), the Customer Agreement, the Trading Advisory Agreement and this Agreement, as described in the Registration Statement and Prospectus.
 
 
(i)
The Registration Statement and Prospectus contain all statements and information required to be included therein by the Commodity Act and the rules and regulations thereunder. When the Registration Statement becomes effective under the 1933 Act, the Registration Statement and Prospectus will have complied in all material respects with the requirements of the 1933 Act, the Commodity Act and the rules and regulations under such Acts. The Registration Statement as of its most recent effective date will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of its most recent date of issue will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Registration Statement or Prospectus made in reliance upon and in conformity with information relating to JWH and furnished or approved in writing by JWH; or with respect to any information contained in the prior versions of the Registration Statements and Prospectuses, referenced in (a)(i)—(xiii), above.
 

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(j)
With respect to RJOFM, !CMG LLP arc the accountants who audited the financial statements filed with the SEC as part of the Registration Statement. They are the independent public accountants with respect to the Managing Owner as required by the 1933 Act and the SEC Regulations; and with respect to the Trust, CF & Co, LLP are the accountants who audited the financial statements filed with the SEC as part of the Registration Statement and are the independent public accountants with respect to the Trust as required by the 1933 Act and the SEC Regulations.
 
 
(k)
The financial statements filed as part of the Registration Statement and those included in the Prospectus present fairly the financial position of the Trust and of the Managing Owner as of the dates indicated; and said financial statements have been prepared in conformity with generally accepted accounting principles (as described therein), or, in the case of unaudited financial statements, in substantial conformity with generally accepted accounting principles, applied on a basis which is consistent in all material respects for each balance sheet date presented.
 
 
(l)
Since the date as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change not already known in the condition, financial or otherwise, of the Managing Owner or the Trust, whether or not arising in the ordinary course of business.
 
 
(m)
The Managing Owner at each Subsequent Closing Time will have a net worth sufficient in amount and satisfactory in form, for classification of the Trust as a partnership for federal income tax purposes under current interpretations of the Internal Revenue Code of 1954 and the Internal Revenue Code of 1986, as amended (collectively, the "Code"), and the regulations thereunder.
 
 
(n)
The Trading Advisory Agreement, the Declaration and Agreement of Trust, the Escrow Agreement and this Agreement have each been duly and validly authorized, executed and delivered by each Managing Owner signatory thereto for itself and on behalf of the Trust, and each constitutes a legal, valid and binding agreement of the Trust and the Managing Owner signatory thereto enforceable in accordance with its terms. The Customer Agreement has been duly and validly authorized, executed and delivered by RJOFM on behalf of the Trust.
 
 
(o)
The execution and delivery of the Declaration and Agreement of Trust, the Escrow Agreement, the Customer Agreement, the Trading Advisory Agreement and this Agreement, the incurrence of the obligations set forth in each of such agreements and the consummation of the transactions contemplated therein and in the Prospectus do not and will not constitute a breach of, or default under, any instrument by which either the Managing Owner or the Trust, as the case may be, is bound or any order, rule or regulation applicable to the Managing Owner or the Trust of any court or any governmental body or administrative agency having jurisdiction over the Managing Owner or the Trust.
 

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(p) 
There is not pending, or, to the Managing Owner' knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Managing Owner or the Trust is a party, or to which any of the assets of the Managing Owner or the Trust is subject, which is not referred to in the Prospectus or which is not otherwise known, and which might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), of the Managing Owner or the Trust or is required to be disclosed in the Prospectus pursuant to applicable CFTC Rules. The Managing Owner has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non-compliance by the Managing Owner with the Commodity Act or the regulations thereunder.
 
 
(q)
The Managing Owner has all federal and state governmental, regulatory and commodity exchange approvals and licenses, and has effected all filings and registrations with federal and state governmental agencies required to conduct its businesses and to act as described in the Registration Statement and Prospectus or required to perform its obligations as described under the Declaration and Agreement of Trust and this Agreement (including, without limitation, registration as a commodity pool operator under the Commodity Act and membership in NFA as a commodity pool operator), and the performance of such obligations will not contravene or result in a breach of any provision of its certificate of incorporation, by-laws or any agreement, order, law or regulation binding upon it. The principals of the Managing Owner identified in the Registration Statement are all of the principals of the Managing Owner, as "principals" is defined by CFTC Rules. Such principals are duly listed as such on the Managing Owner's commodity pool operator Form 7-R registration.
 
 
(r)
The Trust does not require any federal or state governmental, regulatory or commodity exchange approvals or licenses, or need to effect any filings or registrations with any federal or state governmental agencies in order to conduct its businesses and to act as contemplated by the Registration Statement and Prospectus and to issue and sell the Units (other than filings relating solely to the offering of the Units), and to trade in the commodity markets.
 
 
SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT.
 
The Lead Selling Agent represents and warrants to the Trust, the Managing Owner, JWH and the Futures Broker, as follows:
 
 
(a)
The Lead Selling Agent is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Lead Selling Agent's ability to perform its obligations hereunder. The Lead Selling Agent has full corporate power and authority to perform its obligations under this Agreement and as will be described in the Registration Statement and Prospectus.
 

 
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(b)
All references to the Lead Selling Agent and its principals as will be in the Registration Statement and Prospectus will be accurate and complete in all material respects. As to the Lead Selling Agent and its principals (i) the Registration Statement (with respect to the information relating to the Lead Selling Agent furnished to the Managing Owner) as of its effective date did not and will not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus (as approved in pertinent part by the Lead Selling Agent) at its date of issue did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made.
 
 
(c)
The Lead Selling Agent has, or, at the date of this Agreement, is in the process of acquiring all federal and state governmental, regulatory and exchange licenses and approvals, and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the this Agreement (including, without limitation, membership of the Lead Selling Agent as a dealer in FINRA), and the performance of such obligations will not violate or result in a breach of any provision of the Lead Selling Agent's organizational documents, by-laws or any agreement, instrument, order, law or regulation binding upon the Lead Selling Agent.
 
 
(d)
This Agreement has been duly authorized, executed and delivered by the Lead Selling Agent, and this Agreement constitutes a valid, binding and enforceable agreement of the Lead Selling Agent in accordance with its terms.
 
 
(e)
The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which the Lead Selling Agent is bound or any order, rule or regulation applicable to the Lead Selling Agent of any court or any governmental body or administrative agency having jurisdiction over the Lead Selling Agent.
 
 
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF THE FUTURES BROKER.
 
The Futures Broker represents and warrants to the Trust, the Managing Owner, JWH and the Lead Selling Agent, as follows:
 
 
(a)
The Futures Broker is a Limited Liability Company duly organized and validly existing and in good standing under the laws of the State of Delaware and in good standing and qualified to do business in the State of Illinois and in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Futures Broker's ability to perform its obligations hereunder or under the Customer Agreement. The Futures Broker has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and Prospectus.
 

 
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(b)
All references to the Futures Broker and its principals in the Registration Statement and Prospectus will be accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Futures Broker and its principals (i) the Registration Statement and Prospectus will contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to the Futures Broker furnished to the Managing Owner) as of its effective date did not and will not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by the Futures Broker) at its date of issue did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made.
 
 
(c)
The Futures Broker has all federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement, the Trading Advisory Agreement and this Agreement including, without limitation, registration of the Futures Broker as a futures commission merchant under the Commodity Act and membership of the Futures Broker as a futures commission merchant in NFA, and the performance of such obligations will not violate or result in a breach of any provision of the Futures Broker's certificate of incorporation, by-laws or any agreement, instrument, order, law or regulation binding upon the Futures Broker.
 
 
(d)
Each of the Customer Agreement and this Agreement has been duly authorized, executed and delivered by the Futures Broker, and this Agreement constitutes a valid, binding and enforceable agreement of the Futures Broker in accordance with its terms.
 
 
(e)
Since the respective dates as of which information will be given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Futures Broker, whether or not arising in the ordinary course of business.
 
 
(f)
In the ordinary course of its business, the Futures Broker is engaged in civil litigation and subject to administrative proceedings. Neither the Futures Broker nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material to an investor's decision to purchase the Units which are not disclosed in the Prospectus.
 

 
 

 
 
 
 
(g)
The execution and delivery of this Agreement and the Customer Agreement, the incurrence of the obligations set forth herein and therein and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which the Futures Broker is bound or any order, rule or regulation applicable to the Futures Broker of any court or any governmental body or administrative agency having jurisdiction over the Futures Broker.
 
 
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF JWH.
 
JWH represents and warrants to the Trust, the Lead Selling Agent, the Managing Owner and the Futures Broker as follows:
 
 
(a)
JWH is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida and in good standing as a foreign corporation in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect JWH's ability to perform its obligations under this Agreement and the Trading Advisory Agreement. JWH has full corporate power and authority to perform its obligations under this Agreement, and the Trading Advisory Agreement as described in the Registration Statement and Prospectus.
 
 
(b)
All references to JWH and its principals, and its trading systems, methods and performance in the Registration Statement and the Prospectus are accurate and complete in all material respects. As to JWH, each of the principals of JWH, the JWH trading programs, and JWH's trading systems, strategies and performance, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement (with respect to the information relating to JWH furnished to the Managing Owner) as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus (as approved in pertinent part by JWH) at its date of issue did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. Except as otherwise disclosed in the Prospectus or identified in writing to the Managing Owner on or prior to the date hereof, the actual performance of each discretionary account directed by JWH or any principal or affiliate of JWH for the periods covered by the performance summaries set forth in the Prospectus is disclosed in accordance with the requirements of the Commodity Act and the rules and regulations thereunder (or as otherwise permitted by the Staff of the Division of Clearing and Intermediary Oversight of the CFTC). The information, performance summaries and monthly rates of return relating to the performance of JWH comply in all material respects with the disclosure requirements of the rules and regulations of the CFTC under the Commodity Act. The performance records in the Prospectus (as applicable to JWH) have been calculated in the manner set forth in the notes thereto.
 
 
(c)
The Trading Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered on behalf of JWH and each constitutes a valid, binding and enforceable agreement of JWH in accordance with its terms.

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(d)
JWH has all federal and state governmental, regulatory and commodity licenses and approvals and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under this Agreement and the Trading Advisory Agreement (including, without limitation, registration of JWH as a commodity trading advisor under the Commodity Act and membership of JWH as a commodity trading advisor in NFA), and the performance of such obligations will not violate or result in a breach of any provision of JWH's Certificate of Incorporation, by-laws or any agreement, instrument, order, law or regulation binding on JWH. The principals of JWH are duly listed as such on JWH's commodity trading advisor Form 7-R registration.
 
 
(e)
Management by JWH of an account for the Trust in accordance with the terms hereof and of the Trading Advisory Agreement, and as described in the Prospectus, did not and will not require any registration under, or violate any of the provisions of, the Investment Advisers Act of 1940, as amended.
 
 
(f)
Neither JWH nor any principal of JWH will use or distribute any preliminary prospectus, Prospectus, amended or supplemented Prospectus Promotional Material or selling literature, nor engage in any selling activities whatsoever in connection with the offering of the Units, except as may be requested by the Managing Owner pursuant to Section 7(c) of this Agreement.
 
 
(g)
Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement and the Prospectus, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of JWH, whether or not arising in the ordinary course of business.
 
 
(h)
The execution and delivery of this Agreement and the Trading Advisory Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus did not and will not constitute a breach of, or default under, any instrument by which JWH is bound or any order, rule or regulation applicable to JWH of any court or any governmental body or administrative agency having jurisdiction over JWH.
 
 
(i)
Except as disclosed in the Registration Statement and Prospectus, there is not pending, or to the best of JWH's knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which JWH is a party, or to which any of the assets of JWH is subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of JWH. JWH has not received any notice of an investigation or warning letter from NFA or the CFTC regarding non­compliance by JWH with the Commodity Act or the regulations thereunder.
 
JWH has not received, and is not entitled to receive, directly or indirectly, any commission, finder's fee, similar fee or rebate from any person in connection with the organization or operation of the Trust.

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SECTION 5.
OFFERING AND SALE OF UNITS.
 
 
(a)
The Lead Selling Agent is hereby appointed the principal selling agent of the Trust during the term specified for the purpose of finding acceptable Additional Selling Agents that are duly registered as a broker-dealer in each jurisdiction in which such broker-dealer will markets Units. Units may be sold as of the close of business on the last day of each month on a continuous basis until the maximum amount of Units that are registered are sold (the "Offering Period"; such subsequent sale dates being hereinafter referred to as ''Subsequent Closing Times"). The Managing Owner may terminate the Offering Period at any time subject to the performance by the Managing Owner of all its obligations to be performed hereunder, and to the completeness and accuracy in all material respects of all the representations and warranties of the Managing Owner and JWH contained herein, the Lead Selling Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Offering Period to retain qualified Additional Selling Agents to procure subscribers for the Units at the current net asset value (the Net Asset Value") per Unit, with each such subscriber procured by said Additional Selling Agents being required to subscribe for at least $5,000 of Units, $2,000 of Units in the case of trustees or custodians of eligible employee benefit plans and individual retirement accounts and $1,000 of Units in the case of existing holders of Units ("Unitholders"). It is understood that the Lead Selling Agent's agreement to use its best efforts to find acceptable Additional Selling Agents for the Units shall not prevent it from acting in a similar capacity for the securities of other issuers which may be offered or sold during the Offering Period. The agency of the Lead Selling Agent hereunder shall continue, subject to the provisions of Section 13 of this Agreement, for such period as the Lead Selling Agent and the Managing Owner shall agree upon.
 
 
(b)
No selling commissions will be paid from the proceeds of sales of Units. The Lead Selling Agent will compensate its own duly licensed registered representatives (the "Registered Representatives") pursuant to the Lead Selling Agent's standard compensation procedures. The Managing Owner will pay the Lead Selling Agent a one-time fee equal to 0.12% of each months new offering proceeds. The Lead Selling Agent will cause the Managing Owner in its capacity as the paying agent or the paying agent's designee to pay Additional Selling Agents selling commissions of up to 3% of the Net Asset Value of each Unit sold by the Registered Representative of each such Additional Selling Agent. The Lead Selling Agent will to 3% per annum of the month-end Net Asset Value of the Units attributable to Units sold by a Registered Representative of the Additional Selling Agent which remain outstanding for more than twelve months (including the month as of the end of which such Unit is redeemed) to the Registered Representative who, at the time such payment is made, has agreed to provide the additional services described below, is registered with the CFTC and has satisfied all applicable proficiency requirements (including those imposed by FINRA as a condition of receiving "trailing commissions") by either passing the Series 3 National Commodity Futures Exam or the Series 31 exam or being "grandfathered" from having to do so.
 
 
(c)
The ongoing compensation described in Section 5(b) will only be paid to eligible Registered Representatives, provided that the Additional Selling Agent with which such Registered Representative is associated continues at the time of such payment to be registered with the CFTC as a futures commission merchant or introducing broker and continues to be a member in good standing of NFA in such capacity, and is contingent upon the provision by a Registered Representative (duly registered and qualified at the time of such payment as to proficiency with the CFTC and NFA as described above) who sold outstanding Units in his capacity as a registered representative of the Additional Selling Agent of additional services in connection with such Units, including: (i) inquiring of the Managing Owner from time to time, at the request of an owner of such Units, as to the Net Asset Value of a Unit; (ii) inquiring of the Managing Owner from time to time, at the request of an owner of such Units, regarding the commodities markets and the Trust; (iii) assisting, at the request of the Managing Owner, in the redemption of Units sold by such Registered Representative; and (iv) providing such other services to the owners of such Units as the Managing Owner may, from time to time, reasonably request.

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(d)
Ongoing compensation shall be paid only in respect of Units sold by Registered Representatives who are eligible to receive such ongoing compensation as described above. No ongoing compensation whatsoever shall be paid on any Units sold by Registered Representatives not eligible to receive such ongoing compensation at the time of payment. With respect to particular Units substitute Registered Representatives who are appropriately registered and who agree in writing to perform the services described in this Section 5(b) above with respect to such Units ("Substitute Registered Representatives") may also receive ongoing compensation with respect to such Units Such ongoing compensation shall be paid monthly.
 
 
(e)
In the event that the payment of ongoing compensation is restricted by FINRA, the payment of such ongoing compensation shall be limited to the maximum amount permissible pursuant to such restrictions, which is the case with respect to all Units registered subsequent to October 2004.
 
 
(f)
Ongoing compensation which cannot be paid because an Additional Selling Agent (or a Registered Representative) has not met the eligibility requirements shall he retained by the paying agent.
 
 
(g)
The Lead Selling Agent will use its best efforts to find eligible Additional Selling Agents to market the Units on the terms stated herein and in the Registration Statement and Prospectus. It is understood that the Lead Selling Agent has no commitment with regard to the appointment of Additional Selling Agents other than to use its best efforts. In connection with the appointment of Additional Selling Agents, the Lead Selling Agent represents that it will comply fully with all applicable laws, and the rules of FINRA, the SEC, the CFTC, state securities administrators and any other regulatory body. In particular, and not by way of limitation, the Lead Selling Agent represents and warrants that it is aware of FINRA Rule 2810 formerly Appendix F of FINRA Rules of Fair Practice) and that it will comply fully with all the terms thereof in connection with the offering and sale of the Units. The Lead Selling Agent shall cause the Additional Selling Agents that it shall appoint to not execute any sales of Units from a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is maintained.
 
 
(h)
The Lead Selling Agent shall cause any Additional Selling Agents that it shall appoints to agree not to recommend the purchase of Units to any subscriber unless the Additional Selling Agent shall have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber's investment objectives, other investments, financial situation and needs, that the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits of the Trust, including tax benefits described in the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Trust, including loss of investment and lack of liquidity; and the Units are otherwise a suitable investment for the subscriber. The Lead Selling Agent shall cause any Additional Selling Agent that it shall appoint to maintain files of information disclosing the basis upon which the Additional Selling Agent determined that the suitability requirements of Section (b)(2) of FINRA Rule 2810 were met as to each subscriber (the basis for determining suitability may include the Subscription Agreements and Powers of Attorney and other certificates submitted by subscribers). The Lead Selling Agent represents and warrants that it has reasonable grounds to believe, based on information in the Prospectus and information to which the Lead Selling Agent has otherwise had access from RJOFM, that all material facts relating to an investment in the Units are adequately and accurately disclosed in the Prospectus. In connection with making the foregoing representations and warranties, the Lead Selling Agent further represents and warrants that it has, among other things, examined the following sections in the Prospectus and obtained such additional information from RJOFM regarding the information set forth thereunder as the Lead Selling Agent has deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the Trust and provides an adequate basis to subscribers for evaluating an investment in the Units:
 
 
  12
 

 
 
 
 
 
(i)
"Summary"
 
 
(ii) 
"The Risks You Face"
 
 
(iii)
"How the Trust Works "
 
 
(iv)
"John W. Henry & Company, Inc."
 
 
(v)
"The Managing Owner"
 
 
(vi)
"Charges"
 
 
(vii)
"Redemptions;
 
 
(viii)
Net Asset Value"
 
 
(ix)
"Conflicts of Interest"
 
 
(x)
"The Trust and the Trustee"
 
 
(xi)
"Tax Consequences"
 
 
(xii)
"Plan of Distribution"
 
 
(i)
In connection with making the representations and warranties set forth in this paragraph, the Lead Selling Agent has not relied on inquiries made by or on behalf of any other parties.
 

 
  13
 

 
 
 
 
(j)
The Lead Selling Agent agrees to cause any Additional Selling Agents that it may appoint to inform all prospective purchasers and marketers of Units of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus.
 
 
(i)
None of the Lead Selling Agent, the Trust or the Managing Owner shall, directly or indirectly, pay or award any finder's fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of Units; provided, however, the normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling Units shall not be prohibited hereby.
 
 
(k)
All payments for subscriptions shall be made by transfer of funds to the escrow account of the Trust as described in the Prospectus, provided that any such arrangements, must comply in all relevant respects with SEC Regulations 10b-9 and I5c2-4.
 
 
(l)
Upon the reasonable request of the Lead Selling Agent, RJOFM agrees to cause its counsel to prepare and deliver to the Lead Selling Agent a Blue Sky Survey which shall set forth, for the guidance of the Lead Selling Agent, in which United States jurisdictions the Units may be offered and sold. It is understood and agreed that the Lead Selling Agent may rely, in connection with the offering and sale of Units in any jurisdiction, on advice given by such counsel as to the legality of the offer or sale of the Units in such jurisdiction, provided, however, that the Lead Selling Agent, Additional Selling Agent shall be responsible for compliance with all applicable laws, rules and regulations with respect to the actions of its employees, acting as such, in connection with sales of Units in any jurisdiction.
 
 
SECTION 6.
COVENANTS OF THE MANAGING OWNER.
 
 
(a)
The Managing Owner will notify the Lead Selling Agent and JWH and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
 
 
(b)
The Managing Owner will deliver to the Lead Selling Agent, as soon as available, a signed copy of each amendment to the Registration Statement as originally filed and the exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
 

 
14 
 

 
 
 
 
(c)
The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, and Additional Selling Agents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
 
 
(d)
During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
 
 
(e)
If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel.
 
 
(f)
The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (1) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by RJOFM.
 
 
SECTION 7.
COVENANTS OF JWH.
 
 
(a)
JWH agrees to cooperate, to the extent reasonably requested by the Managing Owner, in the preparation of any amendments or supplements relating to itself to the Registration Statement and the Prospectus.
 
 
(b)
During the period when the Prospectus is required to be delivered under the 1933 Act, JWH agrees to notify the Managing Owner immediately upon discovery of any untrue or misleading statement regarding it, its operations or any of its principals or of the occurrence of any event or change in circumstances which would result in there being any untrue or misleading statement or an omission in the Prospectus or Registration Statement regarding it, its operations or any of its principals or result in the Prospectus not including all information relating to JWH and its principals required pursuant to CFTC regulations. During such period, JWH shall promptly inform the Managing Owner if it is necessary to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time the Prospectus is delivered to a subscriber.
 
 
15

 
 
 
(c)
JWH agrees to assist, and cause its principals or agents to assist, at its own expense in "road show" presentations relating to the initial and ongoing offering of the Units at the reasonable request of the Lead Selling Agent and at the expense of JWH, provided that no such assistance shall result in any action which any such principal or agent reasonably believes may require registration of JWH or any such principal or agent as a broker-dealer or salesman.
 
 
SECTION 8.
PAYMENT OF EXPENSES AND FEES.
 
RJOFM, as necessary, will advance the expenses incident to the performance of the obligations of the Managing Owner and the Trust hereunder, including: (i) the printing and delivery to the Lead Selling Agent and Additional Selling Agents in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, of the Prospectus and any supplements or amendments thereto, and of any supplemental sales materials; (ii) the reproduction of this Agreement and the printing and filing of the Registration Statement and the Prospectus (and, in certain cases, the exhibits thereto) with the SEC, CFTC and NFA; (iii) the qualification of the Units under the securities or "Blue Sky" laws in the various jurisdictions, including filing fees and the fees and disbursements of RJOFM's counsel incurred in connection therewith; (iv) the services of counsel and accountants for RJOFM and the Trust, including certain services of CF & Co LLP in connection with their review of the performance records in the Prospectus; (v) the printing or reproduction and delivery to the Lead Selling Agent of such number of copies as it may reasonably request of the Blue Sky Survey; and (vi) "road show" presentations (not including the expenses of JWH and their personnel which shall be borne by JWH).
 
The Managing Owner and the Lead Selling Agent are each aware of the limitations imposed by FINRA Rule 2810 on the aggregate compensation which may be received by the Lead Selling Agent in connection with the offering and sale of the Units registered after October 2004. The Lead Selling Agent will in no event make any payments to its own Registered Representatives or cause any payments to be made to any Additional Selling Agents, which in the aggregate would exceed 10% of the gross proceeds raised at the time of the offering.
 
 
SECTION 9.
CONDITIONS OF CLOSING.
 
The obligations of each of the parties hereunder are subject to the accuracy of the representations and warranties of the other parties hereto, to the performance by such other parties of their respective obligations hereunder and to the following further conditions:
 
 
(a)
At each Subsequent Closing Time no order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC and no objection to the content thereof shall have been expressed or threatened by the CFTC or NFA.
 
 
16

 
 
(b)
Upon the request of any party hereto, the parties hereto shah have been furnished with such information, opinions and documents as the parties hereto may reasonably require for the purpose of enabling them to perform their respective obligations contemplated herein.
 
 
(c)
The representations and warranties set forth herein shall be deemed restated as of each Subsequent Closing Time as if made as of the date thereof.
 
 
SECTION 10.
INDEMNIFICATION AND EXCULPATION.
 
 
(a)
Indemnification By The Managing Owner. The Managing Owner agrees to indemnify and hold harmless the Lead Selling Agent, JWH, Additional Selling Agent, and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the 1933 Act, and the Trust agrees to indemnify and hold harmless JWH and each person, if any, who controls JWH within the meaning of Section 15 of the 1933 Act as follows:
 
 
(i)
against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and
 
 
(ii)
against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission (any settlement to be subject to indemnity hereunder only if effected with the written consent of the Managing Owner); and
 
 
(iii)
against any and all expense whatsoever (including the fees and disbursements of counsel and, in the case of the Lead Selling Agent, or Additional Selling Agent made pursuant to a Additional Selling Agent Agreement) reasonably incurred in investigating, preparing or defending against litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clauses (i) or (ii) above.
 
In no case shall the Managing Owner or the Trust be liable under this indemnity: (a) to JWH if such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information relating to JWH and furnished or approved in writing by JWH, or (b) to the Lead Selling Agent if such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information relating to the Lead Selling Agent and furnished or approved by the Selling Agent, or (c) to any Additional Selling Agent, if such untrue statement or alleged untrue statement was made in reliance upon and in conformity with information (including any material omission from such information), if any, relating to, such Additional Selling Agent and furnished or approved by such party.
 
 
17

 
In no case shall the Managing Owner or the Trust be liable under this indemnity agreement with respect to any claim made against any indemnified party unless the Managing Owner or the Trust shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure to so notify the Managing Owner or the Trust shall not relieve the Managing Owner or the Trust from any liability which they may have than on account of this indemnity agreement unless such failure to notify shall materially prejudice the Managing Owner or the Trust. The Managing Owner and the Trust shall be entitled to participate at their own expense in the defense or. if they so elect within a reasonable time after receipt of such notice, to assume the defense of that portion of any suit so brought relating to the Managing Owner's or the Trust's indemnification obligations hereunder, which defense shall be conducted by counsel chosen by them and satisfactory to the indemnified party or parties, defendant or defendants therein. In the event that the Managing Owner or the Trust elects to assume the defense of any such suit and retain such counsel, the indemnified party or parties, defendant or defendants in the suit, shall, in the absence of conflicting claims, bear the fees and expenses of any additional counsel thereafter retained by it or them.
 
In no event, however, shall the Managing Owner be obligated to indemnify the Lead Selling Agent hereunder, and the Lead Selling Agent agrees not to attempt to obtain any indemnity from the Managing Owner hereunder, to the extent that the Managing Owner and the Lead Selling Agent are advised by counsel reasonably satisfactory to the Managing Owner and the Lead Selling Agent that payment of such indemnity could adversely affect the classification of the Trust as a partnership for Federal income tax purposes.
 
The Managing Owner agrees to notify JWH and the Lead Selling Agent within a reasonable time of the assertion of any claim in connection with the sale of the Units against it or any of its officers or directors or any person who controls either of the Managing Owner within the meaning of Section 15 of the 1933 Act.
 
 
(b)
Indemnification By JWH. JWH agrees to indemnify and hold harmless the Lead Selling Agent, the Managing Owner, the Trust and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the 1933 Act (and, in the case of the Managing Owner and the Trust, each person who signed the Registration Statement or is a director of the Managing Owner), to the same extent as the indemnity from the Managing Owner set forth in Section 10(a) hereof, but only insofar as the losses, claims, damages, liabilities or expenses indemnified against arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission relating or with respect to JWH or any principal of JWH, or their operations, trading systems, methods or performance, which was made in any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto and furnished by or approved in writing by JWH for inclusion therein.
 
 
(c)
Indemnification By The Lead Selling Agent. The Lead Selling Agent agrees to indemnify and hold harmless the Trust, the Managing Owner. JWH and each person, if any, who controls the Trust, the Managing Owner or JWH within the meaning of Section 15 of the 1933 Act (and in the case of the Managing Owner and the Trust, each person who signed the Registration Statement or is a director of the Managing Owner), (i) to the same extent as the indemnity from the Managing Owner set forth in 10(a) hereof, but only insofar as the losses, claims, damages, liabilities or expenses indemnified against arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission relating or with respect to the Lead Selling Agent or any of its principals, or their operations, which was made in any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto and furnished by or approved by the Lead Selling Agent for inclusion therein and (ii) against any and all loss, liability, claim, damage and expense whatsoever resulting from a demand, claim, lawsuit, action or proceeding relating to the actions or capacities of the Lead Selling Agent (including a breach of its obligations hereunder) and any Additional Selling Agent relating to the offering of Units under this Agreement or any Additional Selling Agent Agreement.
 
18

 
 
 
(d)
Contribution. If the indemnification provided for in this Section 10 is not permitted under applicable law under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by JWH, on the one hand, and, the Lead Selling Agent, futures broker and the Managing Owner, on the other, from the offering of the Units.
 
 
(e)
Limitation On Certain Indemnifications And Exculpations. The exculpation provisions in the Trading Advisory Agreement shall not relieve JWH from any liability it may have or incur to the Trust, the Managing Owner or the Lead Selling Agent under this Agreement (including, without limitation, pursuant to the provisions of Section 10(b) hereof). Nor shall JWH be entitled to be indemnified by the Managing Owner, pursuant to the indemnification provisions contained in the Trading Advisory Agreement, against any loss, liability, damage, cost or expense it may incur under this Agreement. The Managing Owner shall not be entitled to be indemnified by the Trust, pursuant to the indemnification provisions contained in the Declaration and Agreement of Trust against any loss, liability, damage, cost or expense it may incur under this Agreement.
 
 
SECTION 11.
STATUS OF PARTIES.
 
In selling the Units for the Trust, the Lead Selling Agent is acting solely as an agent for the Trust and not as a principal. The Lead Selling Agent will use its best efforts to assist the Trust in obtaining performance by each purchaser whose offer to purchase Units from the Trust has been accepted on behalf of the Trust, but the Lead Selling Agent shall not have any liability to the Trust in the event that Subscription Agreements and Powers of Attorney are improperly completed or any such purchase is not consummated for any reason. Except as specifically provided herein, the Lead Selling Agent shall in no respect be deemed to be an agent of the Trust.
 
 
SECTION 12.
REPRESENTATIONS. WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
 
All representations, warranties and agreements contained in this Agreement or contained in certificates of any party hereto submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by, or on behalf of, the Lead Selling Agent, the Managing Owner, the Trust, the Futures Broker, JWH or any person who controls any of the foregoing.
 
 
19

 
 
 
SECTION 13.
TERMINATION.
 
 
(a)
This Agreement shall terminate on the earlier of (i) such date as the Lead Selling Agent may determine by giving 30 days' prior written notice to the other parties to this Agreement, (ii) such date as the Trust may determine by giving 30 days' prior written notice to the Lead Selling Agent or, without such notice, upon termination of the offering of the Units or (iii) by the Trust, without notice, upon breach by the Lead Selling Agent of, or non-compliance by the Lead Selling Agent with, any material term of this Agreement.
 
 
(b)
The termination of this Agreement for any reason set forth in Sections 13(a)(i) or 9(a)(ii) shall not affect:
 
 
(i)
the ongoing obligations of the Trust to pay selling commissions, ongoing compensation or installment selling commissions accrued prior to the termination hereof, or
 
 
(ii)
the indemnification obligations under Section 10 hereof. In the event this Agreement is terminated pursuant to Section 13(a)(iii), the Managing Owner may withhold accrued but unpaid selling commissions and ongoing compensation or installment selling commissions due the Lead Selling Agent until the Trust has been put in the same financial position as it would have been absent such breach or non-compliance.
 
 
SECTION 14.
ASSIGNMENT.
 
This Agreement may be transferred and assigned by any party hereto only with the prior express written consent of all other parties. The Lead Selling Agent may transfer and assign any agreement with an Additional Selling Agent only with the prior express written consent of the Additional Selling Agent that is a party to that agreement and of the Managing Owner.
 
 
SECTION 15.
NOTICES AND AUTHORITY TO ACT.
 
All communications hereunder shall be in writing and, if sent to the Lead Selling Agent, RJOFM, the Futures Broker or the Trust, shall be mailed, delivered or telegraphed and confirmed to it at R.J. O'Brien Fund Management, LLC., 222 S Riverside Plaza Suite 900, Chicago, Illinois 60606, Attention Annette A. Cazenave; if sent to JWH, shall be mailed, delivered or telegraphed and confirmed at 301 Yamato Road, Suite 2200, Boca Raton, Florida 33431, Attention: Mr. Ken Webster Notices shall be effective when actually received.
 
 
SECTION 16.
PARTIES.
 
This Agreement shall inure to the benefit of and be binding upon the Lead Selling Agent, the Trust, the Managing Owner, the Futures Broker, JWH and such parties' respective successors to the extent provided herein. This Agreement and the conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto and their respective successors, assigns and controlling persons and parties indemnified hereunder, and for the benefit of no other person, firm or corporation. No purchaser of a Unit shall be considered to be a successor or assign solely on the basis of such purchase.
 
The parties acknowledge that the obligations of this Agreement are not binding against the Unitholders individually but are binding only upon the assets and property of the Trust, and in the event of any obligation or claim arising hereunder against the Trust, no resort shall he had to the personal property of any Unitholder for the satisfaction of such obligation or claim.
 
 
20

 
 
SECTION 17.
GOVERNING LAW.
 
This agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of Illinois without regard to the principles of choice of law thereof.
 
 
SECTION 18.
REQUIREMENTS OF LAW.
 
Whenever in this Agreement it is stated that a party will take or refrain from taking a particular action, such party may nevertheless refrain from taking or take such action if advised by counsel that doing so is required by law or advisable to ensure compliance with law, and shall not be subject to any liability hereunder for doing so, although such action shall permit termination of the Agreement by the other parties hereto.
 
If the foregoing is in accordance with each party's understanding of its agreement, each party is requested to sign and return to RJOFM as Managing Owner a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between us in accordance with its terms.
 
 
SECTION 19.
EXHIBITS (Page 25)
 
 
(a)
EXHIBIT A: R.J. O'Brien Securities LLC Privacy Policy
 
 
(b)
EXHIBIT B: R.J. O'Brien Securities LLC Business Continuity Plan Summary
 

 

 
Very truly yours,


JWH GLOBAL TRUST BY: RJ O’Brien Fund Management, LLC
Managing Owner


By: /s/                                                                           
Name:  Annette A. Cazenave
Title:  Managing Owner


RJ O’BRIEN SECURITIES LLC


By: /s/                                                                           
Name:  Colleen M. Knupp
Title:  President


RJ O’BRIEN FUND MANAGEMENT, LLC


By: /s/                                                                           
Name:
Title:


RJ O’BRIEN & ASSOCIATES, LLC


By: /s/                                                                           
Name:
Title:

 



 

21 
 

 

EXHIBIT A
 
R.J. O'Brien Securities, LLC
 
PRIVACY POLICY
 
Respecting the privacy and security of personal information is important to us. Please read this Privacy Policy carefully.
 
We do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law.
 
Collection of Information
 
We collect nonpublic personal information about you from the following sources:
 
 
-
Information we receive from you on applications or other forms;
 
-
Information about your transactions with us, our affiliates or others; and
 
Information we receive from a consumer reporting agency.
 
-
Information Sharing with Nonaffiliated Third Parties as Permitted by Law
 
We are permitted by law to share all the information we collect, as described above, with (1) companies that perform marketing services on our behalf and (2) other third parties that assist us with preparing and processing orders and statements.
 
Confidentiality and Security
 
We restrict access to nonpublic personal information about you to those employees who need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards that are designed to protect your nonpublic information.
 

 
 

 

EXHIBIT B
 
R.J. O'Brien Securities, LLC's Business Continuity Planning
 
R.J. O'Brien Securities, LLC has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.
 
Contacting Us – If after a significant business disruption you cannot contact us as you usually do at (312) 373-5000, you should call our alternative number (312) 451-6830.
 
Our Business Continuity Plan – We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm's books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption.
 
Our business continuity plan addresses: data back up and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, business constituents, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; and regulatory reporting.
 
Varying Disruptions – Significant business disruptions can vary in their scope, such as only our firm, a single building housing our firm, the business district where our firm is located, the city where we arc located, or the whole region. Within each of these areas, the severity of the disruption can also vary from minimal to severe. In a disruption to only our firm or a building housing our firm, we will transfer our operations to a local site when needed and expect to recover and resume business within one day. In a disruption affecting our business district, city, or region, we will transfer our operations to a site outside of the affected area, and recover and resume business within 2 days. In either situation, we plan to continue in business, and notify you through telephone or email with information on how to contact us. If the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer's prompt access to their funds and securities.
 
For more information – If you have questions about our business continuity planning, you can contact us at 312-373-5000 or at info@rjosecurities.com
 

EX-13 3 s11-8239_ex1301.htm EXHIBIT 13.01 Unassociated Document

Exhibit 13.01
 
Message from the Managing Owner
 
Dear Unitholder:
 
The JWH Global Trust posted a loss of  9.77% for 2007.  The Net Asset Value at year-end was $84.69 compared to $93.86 per unit at the beginning of the year.  There were no contributions to the Trust during 2007.
 
The Trust’s performance was negative for the first quarter of 2007.  The interest rate sector was the Trust’s best performing sector early in the quarter only, for gains to be given back.  On high volatility, the European 10-year bond yields, U.K. two-year gilt, German debt, Japanese government bonds and U.S.Treasuries fell, rallied and fell again during the quarter.  The currency sector was the Trust’s worst performing sector during the quarter as currency markets whip-sawed with extreme volatility.  The largest losses occurred in the British Pound and the yen with slight gains produced in the euro and Australian dollar.  The energy sector was positive for the quarter despite changing weather conditions and predictions which caused extreme volatility within the sector.  Crude oil and London gas oil were the best performers while natural gas was the worst performer.  The metals sector was negative for the quarter as precious metal prices reacted to fluctuations in the U.S. dollar and the equity markets.  The sector started the quarter with negative results, moving to slightly positive performance mid-quarter before reversing back with negative results.  The equity indices sector was negative for the quarter.  Intra-month volatility early in the quarter hurt the sector’s performance.  The plunge in the Chinese equity market sparked a global sell-off and drop in equity prices which continued through the quarter.  The agriculture sector was negative for the quarter even with a mid quarter rally.  As global equity markets plunged, investors took profits out of commodities.  Slight gains were achieved in corn and New York coffee and sugar.
 
The Trust’s performance was positive for the second quarter.  Global financial markets recovered from the explosion in volatility that occurred at the end of February and continued into March.  The currency, interest rate and indices sectors were the best performers for the quarter.  The euro reached a historical high against both the U.S. dollar and the Japanese yen and the British pound reached a 25-year high against the dollar.  The global stock indices sector was  positive for the quarter driven by  stronger-than-expected  earnings, an increase in mergers and acquisitions, economic growth in Europe, and benign inflation in the U.S.  Global interest rates sustained their steady rise as economic growth continued in Europe and as the U.S. housing market began to stabilize.  The European government bonds led performance in this sector.  U.S. Treasuries also bolstered performance.  The energy sector was negative for the quarter with slight gains achieved in June.  Prices across this sector were range-bound earlier in the quarter until increased terrorism fears combined with lower supplies in Petroleum-based products provided direction.  The metals sector started the quarter on a positive note, moved negatively mid-quarter to flat at quarter-end.  Volatility and whip-saw prices were most pronounced in Copper, Gold and Silver and affected over-all sector performance.  The agriculture sector was negative for the quarter.  Like the metals sector, the agriculture sector started on a positive note and moved to negative and then to flat at quarter-end.  Most losses, at different intervals, were in CBOT wheat, corn, New York coffee and corn.

The Trust’s performance was negative for the third quarter.  Many of the trends which contributed to second quarter gains were either disrupted or ended.  The U.S sub-prime crisis spread globally and financial markets were negatively impacted by rising volatility and trend reversals.  Gains in agriculture, energy and metals were not enough to offset losses in currencies, interest rates and indices during the middle of the quarter.  Indices and currencies recovered into positive territory at the end of the quarter while interest rates did not.  This sector was the only unprofitable sector by quarter-end.

The Trust’s performance was positive for the fourth quarter.  Apprehension regarding the sub-prime crisis spilled into the last quarter of the year.  The Federal Reserve cut rates mid-quarter, and most markets were directionless by the end of the quarter. 4 of the 6 sectors traded by the Trust were profitable for most of the quarter, with metals, energy and agriculture sectors contributing the most.

We thank you for your continued support.
 
Past performance is not indicative of future results.
 
/s/ Helen D. McCarthy
 
Helen D. McCarthy
Chief Financial Officer
R.J. O’Brien Fund Management, LLC

 
1

 
 
 

JWH GLOBAL TRUST AND SUBSIDIARY
Table of Contents
 
Report of Independent Registered Public Accounting Firm – CF & Co., L.L.P.
3
   
   
   
Financial Statements:
 
   
Consolidated Statements of Financial Condition as of December 31, 2007 and 2006
4
   
Condensed Consolidated Schedules of Investments as of December 31, 2007 and 2006
5-6
   
Consolidated Statements of Operations, Years ended December 31, 2007, 2006, and 2005
7
   
Consolidated Statements of Changes in Unitholders’ Capital, Years ended December 31, 2007, 2006, and 2005
8
   
Notes to Consolidated Financial Statements
9

  2
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Managing Owner and Limited Owners of JWH Global Trust and Subsidiary:

We have audited the accompanying consolidated statements of financial condition, including the condensed consolidated schedules of investments, of JWH Global Trust and Subsidiary (the “Trust”) as of December 31, 2007 and 2006 and the related consolidated statements of operations and changes in unitholders’ capital for each of the three years in the period ended December 31, 2007.  These financial statements are the responsibility of the Trust’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.  An audit includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of JWH Global Trust and Subsidiary as of December 31, 2007 and 2006 and the results of its operations and changes in unitholders’ capital, for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to examine management’s assertion about the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2007 included in “Management’s Report on Internal Control Over Financial Reporting” in the Trust’s December 31, 2007 Form 10-K and, accordingly, we do not express an opinion thereon.

 
/S/ CF & Co., L.L.P.
 
CF & CO., L.L.P.
 
Dallas, Texas
 
March 20, 2008

 

  3
 

 
 
JWH GLOBAL TRUST AND SUBSIDIARY
Consolidated Statements of Financial Condition
 
   
as of
 
   
December 31,
2007
   
December 31,
2006
 
             
Assets
           
Assets:
           
Equity in commodity trading accounts:
           
Cash on deposit with brokers
  $ 72,906,959     $ 119,334,561  
Unrealized gain on open contracts
    1,468,910       3,249,456  
Cash on deposit with former brokers
    -       6,643,944  
Cash on deposit with bank
    30,436       10,654,714  
Cash on deposit with bank - Non-Trading
    8,881,327       463,488  
      83,287,632       140,346,163  
                 
Interest receivable
    135,241       359,067  
Total Assets
  $ 83,422,873     $ 140,705,230  
                 
Liabilities and Unitholders' Capital
               
Liabilities:
               
Accrued commissions
  $ 271,984     $ 518,368  
Accrued management fees
    123,807       431,641  
Accrued incentive fees
    -       -  
Accrued offering expenses
    30,000       37,533  
Accrued operating expenses
    292,627       428,002  
Redemptions payable - Trading
    1,641,786       4,577,801  
Redemptions payable - Non-Trading
    -       4,180,958  
Accrued legal fees - Non-Trading
    76,170       359,386  
Accrued management fees to U.S. Bank - Non-Trading
    29,424       -  
Distribution payable - Non-Trading
    39,801       -  
Total liabilities
    2,505,599       10,533,689  
                 
Unitholders' capital:
               
Unitholders’ capital (Trading):
               
Beneficial owners (831,874 and 1,283,572 units outstanding at
               
December 31, 2007 and December 31, 2006, respectively)
    70,450,079       120,482,074  
Managing owner (20,218 units outstanding at
               
December 31, 2007 and December 31, 2006)
    1,712,262       1,897,788  
                 
Unitholders' capital (LLC equity/Non-Trading):
               
Participating owners (798,724 and 1,255,537 units outstanding at
               
December 31, 2007 and December 31, 2006, respectively)
    3,075,087       4,303,344  
Nonparticipating owners (1,474,564 and 1,017,751 units outstanding at
               
December 31, 2007 and December 31, 2006, respectively)
    5,679,846       3,488,335  
                 
Total unitholders' capital
    80,917,274       130,171,541  
                 
                 
Total Liabilities and Unitholders’ Capital
  $ 83,422,873     $ 140,705,230  
                 
Net asset value per unit:
               
Trading
  $ 84.69     $ 93.86  
LLC equity/Non-Trading
  $ 3.85     $ 3.43  
                 
See accompanying notes to consolidated financial statements.
               

4
 

 

 
JWH GLOBAL TRUST AND SUBSIDIARY
Condensed Consolidated Schedule of Investments
as of December 31, 2007

   
Number of
   
Principal
   
Value/open
 
   
contracts
   
(notional)
   
trade equity
 
Long positions (3.24%)
                 
Futures Positions (2.18%)
                 
Agriculture
    1,145     $ 27,440,938     $ 1,316,159  
Energy
    243       21,641,588       704,037  
Indices
    61       13,352,207       (973 )
Interest rates
    1,332       340,380,811       (280,099 )
Metals
    140       11,716,520       23,669  
              414,532,064       1,762,793  
Forward Positions (1.06%)
                       
Currencies
    4       142,065,738       858,449  
                         
                         
     Total long positions
          $ 556,597,802     $ 2,621,242  
                         
Short positions (-1.42%)
                       
Futures positions (0.27%)
                       
Agriculture
    72     $ 2,343,040     $ 17,480  
Energy
    44       3,327,850       18,610  
Indices
    79       11,180,426       321,195  
Interest rates
    795       193,800,873       (220,909 )
Metals
    82       6,072,288       78,700  
              216,724,477       215,076  
Forward positions (-1.69%)
                       
Currencies
    8       173,483,740       (1,367,408 )
                         
                         
     Total short positions
          $ 390,208,217     $ (1,152,332 )
                         
Total unrealized gain on open contracts (1.82%)
                  $ 1,468,910  
Cash on deposit and open contracts with brokers (90.10%)
                    72,906,959  
Cash on deposit with bank (11.01%)
                    8,911,763  
Other liabilites in excess of assets (-2.93%)
                    (2,370,358 )
Net assets (100.00%)
                  $ 80,917,274  
                         
See accompanying notes to consolidatd financial statements.
                       
                         
 

  5
 

 
 

JWH GLOBAL TRUST AND SUBSIDIARY
Condensed Consolidated Schedule of Investments
as of December 31, 2006
 

 
   
Number of
   
Principal
   
Value/open
 
   
contracts
   
(notional)
   
trade equity
 
Long positions (0.31%)
                 
Futures Positions (-0.90%)
                 
Agriculture
    1,441     $ 20,618,519     $ 1,331,993  
Interest Rates
    1,847       758,027,626       (2,576,495 )
Metals
    211       14,882,450       343,820  
Indices
    1,347       70,608,639       (266,278 )
              864,137,234       (1,166,960 )
Forward positions (1.21%)
                       
Currencies
    23       443,685,186       1,569,392  
                         
Total long positions
          $ 1,307,822,420     $ 402,432  
                         
Short positions (2.19%)
                       
Futures positions (1.56%)
                       
Agriculture
    341     $ 6,183,548     $ 133,786  
Interest Rates
    2,930       2,059,866,081       829,743  
Metals
    358       22,532,495       (364,641 )
Energy
    300       13,361,418       1,435,974  
              2,101,943,542       2,034,862  
Forward Positions (0.63%)
                       
Currencies
    9       123,462,076       812,162  
                         
Total short positions
          $ 2,225,405,618     $ 2,847,024  
                         
Total unrealized gain on open contracts (2.50%)
                  $ 3,249,456  
Cash on deposit and open contracts with brokers (91.67%)
                    119,334,561  
Cash on deposit with former broker and bank (13.65%)
                    17,762,146  
Other liabilities in excess of assets (-7.82%)
                    (10,174,622 )
Net assets (100.00%)
                  $ 130,171,541  

See accompanying notes to consolidated financial statements.
 
 

 
 
 
JWH GLOBAL TRUST AND SUBSIDIARY
Consolidated Statements of Operations

   
Years Ended December 31,
 
   
2007
   
2006
   
2005
 
Revenues:
                 
Gain (loss) on trading of commodity contracts:
                 
Realized gain (loss) on closed positions
  $ (5,619,515 )   $ (23,324,177 )   $ 15,021,455  
Change in unrealized gain (loss) on open positions
    (1,781,034 )     658,599       (20,211,508 )
Interest income
    3,065,274       6,819,136       8,790,919  
Foreign currency transaction gain (loss)
    (89,989 )     (7,506 )     (31,403 )
Total revenues
    (4,425,264 )     (15,853,948 )     3,569,463  
                         
Expenses:
                       
Commissions
    5,125,785       9,383,368       16,578,014  
Management fees
    1,796,178       3,123,603       5,857,885  
Incentive fees
    -       -       133,027  
Ongoing offering expenses
    351,000       35,000       546,221  
Operating expenses
    728,777       798,653       888,002  
Total expenses
    8,001,740       13,340,624       24,003,149  
                         
Trading income (loss)
    (12,427,004 )     (29,194,572 )     (20,433,686 )
                         
Nontrading income (loss):
                       
Interest on Non-Trading reserve
    228,307       29,816       -  
Loss on Non-Trading assets
    -       -       (39,580,944 )
Collections in excess of impaired value
    6,491,275       -       -  
Legal and administrative fees
    (814,142 )     (568,729 )     (297,002 )
Management fees paid to U.S. Bank
    (395,613 )     -       -  
Non-Trading income (loss)
    5,509,827       (538,913 )     (39,877,946 )
                         
Net income (loss)
  $ (6,917,177 )   $ (29,733,485 )   $ (60,311,632 )
                         
                         
See accompanying notes to consolidated financial statements.
                       
 


  7
 

 
 
JWH GLOBAL TRUST AND SUBSIDIARY
Consolidated Statement of Changes in Unitholders’ Capital
For years ended December 31, 2007, 2006, and 2005

Unitholders' Capital (Trading)
 
Beneficial Owners - Trading
   
Managing Owners - Trading
   
Total Unitholders' Capital - Trading
 
   
Units
   
Dollars
   
Units
   
Dollars
   
Units
   
Dollars
 
                                     
Balances at December 31, 2004
    2,211,540     $ 328,509,395       23,773     $ 3,531,014       2,235,313     $ 332,040,409  
Net income (loss)
    -       (20,191,944 )     -       (241,743 )     -       (20,433,687 )
Unitholders’ contributions
    295,450       38,681,528       904       123,198       296,354       38,804,726  
Unitholders' reallocation
    -       (56,931,195 )     -       (613,011 )     -       (57,544,206 )
Unitholders’ redemptions
    (770,681 )     (93,925,546 )     (660 )     (86,447 )     (771,341 )     (94,011,993 )
Balances at December 31, 2005
    1,736,309       196,142,238       24,017       2,713,011       1,760,326       198,855,249  
Net income (loss)
    -       (28,735,914 )     -       (458,658 )     -       (29,194,572 )
Unitholders’ contributions
    53,853       5,055,210       1,060       99,501       54,913       5,154,711  
Unitholders' reallocation
    4,859       456,066       (4,859 )     (456,066 )     -       -  
Unitholders’ redemptions
    (511,449 )     (52,435,526 )     -               (511,449 )     (52,435,526 )
Balances at December 31, 2006
    1,283,572       120,482,074       20,218       1,897,788       1,303,790       122,379,862  
Net loss
            (12,241,478 )             (185,526 )     -       (12,427,004 )
Unitholders’ contributions
    23,183       1,758,626       -       -       23,183       1,758,626  
Unitholders' reallocation
    -       -       -       -       -       -  
Unitholders’ redemptions
    (474,881 )     (39,549,143 )     -       -       (474,881 )     (39,549,143 )
Balances at December 31, 2007
    831,874     $ 70,450,079       20,218     $ 1,712,262       852,092     $ 72,162,341  
                                                 
 
 
Unitholders' Capital (LLC Equity/Non-Trading)
 
Participating Owners-
LLC Equity/Non-Trading
   
Nonparticipating Owners-
LLC Equity/Non-Trading
   
Total Unitholders' Capital-
LLC Equity/Non-Trading
 
   
Units
   
Dollars
   
Units
   
Dollars
   
Units
   
Dollars
 
                                                 
Balances at December 31, 2004
    -     $ -       -     $ -       -     $ -  
Net income (loss)
    -       (39,877,945 )     -       -       -       (39,877,945 )
Unitholders' reallocation
    2,273,288       57,544,206       -       -       2,273,288       57,544,206  
Balances at December 31, 2005
    2,273,288       17,666,261       -       -       2,273,288       17,666,261  
Net income (loss)
    -       (538,913 )     -       -       -       (538,913 )
Reallocation due to redemptions     (1,017,751  )     (3,488,335  )      1,017,751        3,488,335        -        -  
Unitholders' distribution
    -       (9,335,669 )             -       -       (9,335,669 )
Balances at December 31, 2006
    1,255,537       4,303,344       1,017,751       3,488,335       2,273,288       7,791,679  
Net income (loss)
    -       2,026,373       -       3,483,454       -       5,509,827  
Reallocation due to Redemptions
    (456,813 )     (1,496,004 )     456,813       1,496,004       -       -  
Unitholders' distribution
    -       (1,758,626 )     -       (2,787,947 )     -       (4,546,573 )
Balances at December 31, 2007
    798,724     $ 3,075,087       1,474,564     $ 5,679,846       2,273,288     $ 8,754,933  
                                                 
Total Unitholders Capital at December 31, 2007
                                          $ 80,917,274  
                                                 
 
   
Unitholders' Capital
(Trading)
           
Unitholders' Capital
(LLC Equity/Nontrading)
                       
Net asset value per unit at December 31, 2006
  $ 93.86             $ 3.43                          
Net change per unit
    (9.17 )             0.42                          
Net asset value per unit at December 31, 2007
  $ 84.69             $ 3.85                          
                                                 
 
See accompanying notes to consolidated financial statements.
 
  8
 

 

Notes to Consolidated Financial Statements –
December 31, 2007, 2006, 2005
 
(1)
General Information and Summary
 
JWH Global Trust (the Trust), a Delaware statutory trust organized on November 12, 1996, was formed to engage in the speculative trading of futures contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, spot and forward contracts on currencies and precious metals, and exchanges for physicals pursuant to the trading instructions of independent trading advisors.  R.J. O’Brien Fund Management, LLC (“RJOFM”) is the managing owner of the Trust.  R.J. O’Brien & Associates, LLC (“RJO” or the “Managing Owner”) is the clearing broker and the broker for forward contracts.
 
Units of beneficial ownership of the Trust commenced selling on April 3, 1997.
 
The Trust will be terminated on December 31, 2026, if none of the following occur prior to that date: (1) beneficial owners holding more than 50% of the outstanding units notify the Managing Owner to dissolve the Trust as of a specific date; (2) disassociation of the Managing Owner with the Trust without the beneficial owners holding more than 50% of the outstanding units voting to continue the business of the Trust without a new Managing Owner; (3) bankruptcy of the Trust; (4), a decrease in the net asset value to less than $2,500,000; (5) a decline in the net asset value per unit to $50 or less; (6) dissolution of the Trust; or (7) any event that would make it unlawful for the existence of the Trust to be continued or require dissolution of the Trust.
 
On August 31, 2005, Refco Group Ltd., LLC acquired the global brokerage operations of Cargill Investor Services, Inc. (“CIS”).  CIS was the owner of CIS Investments, Inc. (“CISI”).  The Managing Owner of the Trust changed from CIS Investments Inc. to Refco Commodity Management, Inc (“RCMI”).  The clearing broker changed from CIS to Refco, LLC, an affiliate of RCMI.  The broker for forward contracts changed from CIS Financial Services, Inc. to Refco Capital Markets, Ltd. (“RCM”), also an affiliate of RCMI.
 
On October 10, 2005, Refco, Inc., the ultimate parent of RCMI, announced that it had discovered through an internal review a receivable owed to Refco, Inc., by an entity controlled by Phillip R. Bennett, the then Chief Executive Officer and Chairman of the Board of Directors of Refco, Inc., in the amount of approximately $430 million.  Mr. Bennett has been charged with securities fraud in connection with this matter and various actions have been filed against Refco, Inc.  Thereafter, on October 13, 2005, Refco, Inc., announced that the liquidity within RCM was no longer sufficient to continue operations, and that RCM had imposed a fifteen (15) day moratorium on all of its activities in an attempt to protect the value of that enterprise.
 
On October 17, 2005, Refco, Inc. and RCM filed for bankruptcy protection in the Southern District of New York.  Neither the Trust nor RCMI were covered by the filing.
 
Refco, LLC was not covered by the October 17, 2005 bankruptcy filing of Refco, Inc., but filed its own bankruptcy petition on November 25, 2005.  In addition, a portion of the Trust’s assets (less than 20%, based on net assets as of October 13, 2005) was on deposit with RCM at the time of the bankruptcy filing, exposing a number of the Trust’s foreign currency contracts and cash held at RCM to the risk of non-return of these assets.  While RCM has unwound any outstanding foreign currency contracts, the Trust does not expect that in the near future it will be able to access those assets or that its rights and/or claims in connection with RCM’s bankruptcy will be fully resolved.
 
In light of the events outlined herein, RCMI, as the managing owner of the Trust, moved the majority of the Trust’s assets from Refco to Lehman Brothers, Inc. and its affiliated entities (“Lehman”) to act in the capacity of clearing broker on behalf of the Managing Owner.  On or about October 18, 2005, the Trust had transferred the majority of all assets to Lehman.  Pending the resolution of the Trust’s rights and/or claims against RCM, the Trust will no longer have assets on deposit with RCM.
 
Management does not believe that the bankruptcy filings of Refco, Inc. and RCM will have a material impact upon the operations of the Trust or its ability to satisfy a request for redemption.  In this regard, the operations of the Trust, including the trading activities of the underlying asset manager, have continued with minimal interruption.  In particular, with respect to redemptions made as of October 31, 2005 and thereafter, the Trust made payment in an amount that represented the proportionate share of the Trust’s net assets that were held at Lehman, while reserving payment with respect to the Trust’s assets held at RCM plus a cash reserve in connection with expenses in pursuit of its rights and/or claims against RCM and other potential third parties.  As such, through December 31, 2006 the Trust reserved payment with respect to any redemption proceeds until these monies held at RCM were remitted to the Trust or the Trust’s rights and/or claims against RCM and/or such potential third parties were resolved.
 

  9
 

 

Generally, investors in the Trust may redeem units effective as of the last trading day of any month of the Trust based on the Net Asset Value per unit on such date with five business days’ prior written notice to the Managing Owner.  Effective October 31, 2005, the Net Asset Value per unit was split into a “Trading Account” and a “Non-Trading  Account”, the latter representing the assets held at RCM plus $1,000,000 in cash in connection with expenses related to the collection of assets held at RCM and potential third party claims.  On October 31, 2005, $57,544,206 of equity and 2,273,288 in substitute units were transferred to the Non-Trading Account.  All unitholders of record as of October 1, 2005 retain their pro-rata right to the assets in the Non-Trading Account with the equivalent number of units held in the Trust prior to RCM bankruptcy.
 
On October 12, 2006, RCMI, RJO, and RJO’s acquisition subsidiary, RJOFM entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) that provided for, among other things, RJOFM to purchase RCMI’s managing owner interest in the Trust.  The Asset Purchase Agreement also provided for RCMI to commence a proceeding under Chapter 11 of the Bankruptcy Code and to obtain the Bankruptcy Court’s approval of the Asset Purchase Agreement and the transactions set forth therein.
 
RCMI filed a voluntary petition (the “RCMI Bankruptcy Petition”) in the United States Bankruptcy Court for the Southern District of New York on October 16, 2006, for relief under Chapter 11 of Title 11 of the United States Code.  Contemporaneously with the filing of the RCMI Bankruptcy Petition, RCMI filed, a motion requesting that the Bankruptcy Court authorize RCMI to sell and assign substantially all of its assets, including its interest as managing owner of the Trust, pursuant to the terms of the Asset Purchase Agreement.  Pursuant to the terms of the Asset Purchase Agreement, as of October 13, 2006, all clearing functions were moved from Lehman to RJO.
 
On November 30, 2006, RJOFM became Managing Owner through acquisition of 20,218Trading Account units.  The remaining 3,799 units owned by RCMI were transferred from Managing Owner units to Beneficial Owner units.  RJOFM did not acquire any units in the Non-Trading Account.
 
Effective January 1, 2007, JWH Special Circumstance LLC (the “LLC”), a Delaware limited liability company, was established to pursue the claims against RCM.  On January 2, 2007, the Trust transferred all Non-Trading assets and liabilities, which had a net asset value of $7,791,679 to the LLC.  The Trust is the sole member of the LLC and holds that membership for the benefit of the unitholders who were investors in the Trust at the time of the bankruptcy of RCM and Refco, Inc.  U.S. Bank National Association (“US Bank”) is the manager of the LLC.  US Bank may make distributions to the unitholders, as defined above, upon collection, sale, settlement or other disposition of the bankruptcy claim and after payment of all fees and expenses pro rata to the unitholders, as explained above, as follows:

(a)             Any untiholders who had redeemed their entire interest in the Trust prior to distribution shall receive cash (“Non Participating Owners”).

(b)            Any unitholders who had continued to own units in the Trust shall receive additional units in the Trust at the then Net Asset Value of the Trust (“Participating Owners”).

The unitholders have no rights to request redemptions from the LLC.  The LLC has agreed to compensate US Bank, as manager, the following: (1) An initial acceptance fee of $120,000,  (2) An annual fee of $25,000,  (3) A distribution fee of $25,000 per distribution,  (4) Out-of-pocket expenses,  and  (5) An hourly fee for all personnel at the then expected hourly rate  ($350 per hour at execution of agreement).  This transfer of net asset was recorded on a historical cost basis as it was between entities under common control.

See Note (6) for further detail regarding collection and distribution activity related to the assets held at RCM.

 
(2)
Summary of Significant Accounting Policies
 
The accounting and reporting policies of the Trust confirm to accounting principles generally accepted in the United States of America and to practices in the commodities industry.  The following is a description of the more significant of those policies that the Trust follows in preparing its consolidated financial statements.
 
(a)     Basis of presentation
 
The accompanying consolidated financial statements of the Trust have been prepared in accordance with accounting principles generally accepted in the United States of America.
 

  10
 

 


 
Reclassifications of the Trust’s unitholders’ capital (Non-Trading) as of December 31, 2006 have been made to conform with the current period’s presentation.
 
(b)    Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of the Trust and its wholly-owned subsidiary, JWH Special Circumstances, LLC.  All material intercompany transactions have been eliminated upon consolidation.
 
(c)    Revenue Recognition

Commodity futures contracts, forward contracts, physical commodities, and related options are recorded on the trade date.  All such transactions are recorded on the identified cost basis and marked to market daily.  Unrealized gains on open contracts reflected in the statements of financial condition represent the difference between original contract amount and market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements.

The Trust earns interest on 100% of the Trust’s average daily balances on deposit with RJO during each month at 75% of the average 91-day Treasury bill rate for that month in respect of deposits denominated in dollars.  For deposits denominated in other currencies, the Trust earns interest at a rate of LIBOR  less 100 basis points.

(d)    Redemptions

A beneficial owner may cause any or all of his or her units to be redeemed by the Trust effective as of the last business day of any month of the Trust based on the Net Asset Value per unit on such date on five business days’ written notice to the Managing Owner.  Payment will generally be made within ten business days of the effective date of the redemption.  As of September 1, 2007, any redemption made during the first eleven months of investment is subject to a 2% redemption penalty, payable to the Managing Owner.  Any redemption made in the twelfth month of investment or later will not be subject to any redemption penalty.  The Trust’s Sixth Amended and Restated Declaration and Agreement of Trust contains a full description of redemption and distribution policies.  Investors who redeemed from October 31, 2005 through December 31, 2007 will receive the Net Asset Value per Unit represented by assets held in the Trading Account.

(e)     Ongoing Offering Costs

Ongoing offering costs subject to a ceiling of 0.50% of the Trust’s average month-end net assets, are paid by the Trust and expensed as incurred.  In anticipation of renewing the offering for new subscriptions, $351,000 in ongoing offering costs were accrued during 2007.  These costs have been expensed as incurred as there is no assurance of the Trust’s successful procurement of additional capital in future periods and because of the ongoing nature of the process.
 

(f)    Commissions

Commodity brokerage commissions are typically paid for each trade transacted and are referred to as “round-turn commissions.”  These commissions cover both the initial purchase (or sale) and the subsequent offsetting sale (or purchase) of a commodity futures contract.  The Trust does not pay commodity brokerage commissions on a per-trade basis, but rather pays  flat-rate brokerage fees on a monthly basis of 6.0% per annum (or 0.50% per month) of the Trust’s month-end assets after reduction of the management fee.  The clearing brokers receive these brokerage fees irrespective of the number of trades executed on the Trust’s behalf.  The amount paid is reduced by exchange fees paid by the Trust.  Commissions were not paid on the Non-Trading/LLC Account.  As of September 1, 2007, the brokerage fee was  reduced from 6.0% annually to 5.0% of the Trust’s month end assets on an annual basis (or approximately 0.417% per month).
 
Since December 1, 2006, the Managing Owner and/or affiliates act as commodity brokers for the Trust through RJO.  As such, the Managing Owner and/or affiliates receive all commissions after December 1, 2006 that were recorded as such in the financial statements.

 
  11
 

 
 

(g)    Foreign Currency Transactions

Trading accounts in foreign currency denominations are susceptible to both movements in the underlying contract markets as well as fluctuation in currency rates.  Foreign currencies are translated into U.S. dollars for closed positions at an average exchange rate for the year, while year-end balances are translated at the year-end currency rates.  The impact of the translation is reflected in the statements of operations.

(h)     Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period.  Actual results could differ from those estimates.

(i)    Valuation of Assets Held at Refco Capital Markets, Ltd.
 
Assets held by the Trust (and the LLC after December 31, 2006) at RCM were reported at fair value as determined in good faith by Management as of December 31, 2005.
 
Any recovery from RCM was credited against the then book value of the claim.
 
Through December 31, 2007, the Trust and/or LLC had received amounts in excess of the original impairment resulting in no remaining book value.
 
Any future administrative and/or legal expenses associated with liquidation of the assets held at RCM have not been reflected as such future expenses are not estimatable.
 
(j)
Recent Pronouncements
 
In September, 2006, the Financial Accounting Standards Board issued a Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” which defined  Fair Value Measurements.  The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007.  The Trust is currently evaluating the impact of adopting SFAS No. 157 on its Financial Statements.  At this time, the impact on the Trust’s Financial Statements has not been determined.
 
 (3)
Fees
 
Management fees are accrued and paid monthly.  Incentive fees are accrued monthly and paid quarterly.  Trading decisions for the period of these financial statements were made by John W. Henry & Company, Inc. (JWH) utilizing four of its trading programs, JWH GlobalAnalytics®, the Financial and Metals Portfolio, the International Foreign Exchange program and the Global Diversified program.
 
Under signed agreement JWH receives a monthly management fee at the rate of 0.167% (a 2% annual rate) of the Trust’s month-end net assets calculated after deduction of a portion of the brokerage fee at an annual rate of 1.25% of month-end Trust net assets, but before reduction for any incentive fee or other costs and before inclusion of purchases and redemptions for the month.  These fees were not paid on the Non-Trading Account.
 
Also, under signed agreement the Trust pays to JWH a quarterly incentive fee equal to 20% of the new trading profits, if any, of the Trust.  The incentive fee is based on the overall performance of the Trust, not individually in respect of the performance of the individual programs utilized by the Trust.  This fee is also calculated by deducting a portion of the brokerage fees at an annual rate of 1.25%.
 
 (4)
Income Taxes
 
No provision for Federal income taxes has been made in the accompanying financial statements as each beneficial owner is responsible for reporting income (loss) based on the pro rata share of the profits or losses of the Trust.  Generally, for both federal and state tax purposes, trusts, such as the JWH Global Trust, are treated as partnerships.  The only differences in financial and income tax reporting basis are ongoing offering costs.
 
 (5)
Trading Activities and Related Risks
 
The Trust engages in the speculative trading of U.S. and foreign futures contracts, and forward contracts (collectively derivatives).  These derivatives include both financial and non-financial contracts held as part of a diversified trading strategy.  The Trust is exposed to both market risk, the risk arising from changes in the market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

  12
 

 

 
The purchase and sale of futures requires margin deposits with a Futures Commission Merchant (“FCM”).  Additional deposits may be necessary for any loss on contract value.  The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities.  A customer’s cash and other property, such as U.S. Treasury Bills, deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements.  In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available.  It is possible that the recovered amount could be less than the total of cash and other property deposited.
 
The Trust has cash on deposit with an affiliate interbank market maker in connection with its trading of forward contracts.  In the normal course of business, the Trust does not require collateral from such interbank market maker.  Due to forward contracts being traded in unregulated markets between principals, the Trust also assumes a credit risk, the risk of loss from counterparty non-performance.
 
For derivatives, risks arise from changes in the market value of the contracts.  Theoretically, the Trust is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.
 
Net trading results from derivatives for the years ended December 31, 2007, 2006, and 2005, are reflected in the statements of operations and equal gain from trading less brokerage commissions.  Such trading results reflect the net gain or loss arising from the Trust’s speculative trading of futures contracts and forward contracts.
 
The notional amounts of open contracts at December 31, 2007 and 2006, as disclosed in the respective Condensed Consolidated Schedule of Investments, do not represent the Trust’s risk of loss due to market and credit risk, but rather represent the Trust’s extent of involvement in derivatives at the date of the statement of financial condition.
 
The Beneficial Owners bear the risk of loss only to the extent of the market value of their respective investments.
 
(6)
Assets Held at Refco Capital Markets, Ltd.
 
Effective October 31, 2005, $57,544,206 of equity and 2,273,288 in substitute units, which represented the assets held at RCM plus $1,000,000 in cash were transferred to a Non-Trading Account, as explained in Note (1).  On December 31, 2005 the $56,544,206 of assets held at RCM were reduced by $39,580,944 for impairment to $16,963,262, or 30% of the original value of the assets.
 
On December 29, 2006 the Trust received a partial recovery from RCM in the amount of $10,319,317.  These proceeds were applied against the then reflected book value of the claim with a resulting book value of the claim of $6,643,944.
 
Management elected to retain $983,648 of the above proceeds for legal and administrative expenses and to distribute $9,335,669.  Unitholders who had previously redeemed units of theTrading Account received cash in the amount of $4,180,958.  Unitholders who had not previously redeemed units of theTrading Account received 54,914 additional units of theTrading Account in exchange for $5,154,711 which represented their share of the total distribution of $9,335,669.
 
As the distribution was in process as of December 31, 2006, the Trust reflected cash distributions of $4,180,958 in the Consolidated Statement of Financial Condition as of that date.  The distribution payable of $5,154,711, representing additional units, was eliminated against the subscription receivable of a like amount.
 
Effective January 1, 2007, the LLC, was established to pursue the claims against RCM.  On January 1, 2007, the Trust transferred all Non-Trading assets and liabilities, which had a net asset value of $7,791,679, to the LLC.   Any funds obtained by the LLC will be distributed to unitholders who were investors in the Trust at the time of the bankruptcy of RCM and Refco, Inc., net of expenses, as explained in Note (1).
 
On April 20, 2007, the LLC received a second partial recovery from RCM in the amount of $2,787,629.
 
On June 7, 2007, the LLC received a third partial recovery from RCM in the amount of $265,758.
 
On June 28, 2007, the LLC received a fourth partial recovery from RCM in the amount of $4,783,640.  This recovery, along with the previous recoveries, resulted in reducing the balance of the amount due from former brokers to zero and recording a Non-Trading gain of $1,193,083 for the periods ended June 30, 2007, which is reflected as “collections in excess of impaired value” on the Consolidated Statement of Operations,  as the recoveries have exceeded management’s original estimate of impairment reflected in 2005.  All future recoveries will be reflected as collections in excess of impaired value on the consolidated statements of operations.
 
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On July 3, 2007, the LLC received a fifth partial recovery from RCM in the amount of $5,655.
 
On August 29, 2007, US Bank distributed $4,546,573 (or approximately $2.00/unit).  Unitholders who had previously redeemed units in the Trust as of August 31, 2007 received cash in the amount of  $2,787,947.  Unitholders who had not previously redeemed units received 23,182.53 additional units of the Trust in exchange for $1,758,626 which represented their share of the total distribution of $4,546,573.
 
On September 19, 2007 the LLC received a sixth partial recovery from RCM in the amount of $2,584,070.

On December 31, 2007, the LLC received a seventh partial recovery from RCM in the amount of $2,708,467.  As of December 31, 2007, the cumulative amount recorded as a Non-Trading gain and reflected as collections in excess of impaired value on the consolidated statement of operations was $6,491,275.
 
The LLC is pursuing certain claims against parties other than those named in the bankruptcy claims noted above.  There is no assurance that such efforts will result in additional recoveries.

 
(7)
Financial Highlights
 
The following financial highlights show the Trust’s financial performance of the Trading units for the periods ended December 31, 2007, 2006 and 2005.  Total return is calculated as the change in a theoretical beneficial owner’s investment over the entire period – a percentage change in the net asset value from December 31, 2005 to December 31, 2007.  Total return is calculated based on the aggregate return of the Trust’s Trading units taken as a whole.
 
   
2007
   
2006
   
2005
 
                   
Net Asset per unit at beginning of year
  $ 93.86     $ 112.96     $ 148.54  
Trading income (loss) per unit
    (9.17 )     (19.10 )     (10.27 )
Distribution per unit (to nontrading account)
    -       -       (25.31 )
Net Asset Value per unit at end of year
  $ 84.69     $ 93.86     $ 112.96  
                         
Total Return:
                       
  Total return before incentive fee
    (9.77 )%     (16.91 )%     (23.95 )%
   Less incentive fee allocation
    0.00 %     0.00 %     0.04 %
Total Return
    (9.77 )%     (16.91 )%     (23.91 )%
                         
Ratios to average net assets:
                       
                         
   Trading Income (Loss):
    (14.00 )%     (18.33 )%     (7.14 )%
                         
Expenses:
                       
   Expenses less incentive fees
    9.02 %     8.37 %     8.34 %
   Incentive fees
    0.00 %     0.00 %     0.05 %
Total Expenses
    9.02 %     8.37 %     8.39 %
 
The calculations above do not include activity within the Trust’s Non-Trading Accounts.
 
The net income and expense ratios are computed based upon the weighted average net assets for the Trust for the periods ended December 31, 2007, 2006, and 2005.
 

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(8)  
Subsequent Events
 
On March 1, 2008, the assets in the Trust were re-allocated across the following programs: 20% Financial & Metals, 40% GlobalAnalytics and 40% JWH Diversified Plus.

The Seventh Amended and Restated Declaration and Agreement of Trust became effective March 1, 2008.

Acknowledgment
 
To the best of my knowledge and belief, the information contained herein is accurate and complete.
 
/s/ Helen D. McCarthy
 
Helen D. McCarthy
Chief Financial Officer
R.J. O’Brien Fund Management, LLC.,
The Managing Owner and Commodity Pool Operator of
JWH Global Trust
March 20, 2008

 

  15
EX-14 4 s11-8239_ex1401.htm EXHIBIT 14.01 Unassociated Document
Exhibit 14.01
 
R.J. O’Brien Fund Management, LLC.
 
Code of Ethics
 
Introduction
 
R.J.O’Brien Fund Management, LLC (“RJOFM”) adopted ethical guidelines to provide RJOFM employees a framework in which to examine problems arising out of its  business and to assist RJOFM employees to act in a fair, ethical and lawful manner.   In addition, RJOFM has adopted this Code of Ethics to address certain specific issues relating to its business.
 
RJOFM (‘the Company”) acts as the managing owner and/or general partner of a commodity pool (the “Pool”) that is a public reporting issuer under the Securities Exchange Act of 1934, as amended.  As the managing owner and/or general partner, the Company is responsible for the management and administration of the Pool.
 
The Company expects its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions (collectively, the “Covered Officers”) to know and follow the policies outlined in this RJOFM Code of Ethics.  Any Covered Officer who violates the letter or spirit of these policies is subject to disciplinary action, up to and including termination.
 
Every Covered Officer has the responsibility to obey the law and act honestly and ethically.  To that end, this Code of Ethics is a guide that is intended to make Covered Officers sensitive to some of the significant legal and ethical issues that  may arise in connection with the operation of the Pool and to the mechanisms available to report illegal or unethical conduct.  It is not, however, a comprehensive document that addresses every legal or ethical issue that you may confront, nor is it a summary of all laws and policies that apply to the business activities of the Company or the Pool.  For additional information regarding the Company policies, you should refer to R.J. O’Brien & Associates, Inc.’s  Chief Compliance Officer.  Ultimately, no code of ethics can replace the thoughtful behavior of an ethical officer.
 
If you have any questions about this Code of Ethics or are concerned about conduct you believe violates this Code of Ethics, the Company’s policies or applicable laws, rules or regulations, you should consult with the R.J. O’Brien & Associates’ Chief Compliance Officer, Steve S. Andrews at (312) 373-5000.   No one at the Company has the authority to make exceptions to these policies, other than the Company’s Board of Directors (or a committee thereof).
 
Compliance with Laws, Rules and Regulations
 
The Covered Officers must comply fully with all applicable foreign, federal, state and local laws, rules and regulations that govern the Company’s or the Pool’s business conduct.  Failure to comply with such laws, rules and regulations may result in disciplinary action (in addition to those imposed by any governmental, regulatory or self-regulatory body), up to and including termination.
 
Conflicts of Interest
 
Business decisions must be made in the best interest of the Company, not motivated by personal interest or gain.  The same principle applies to business decisions made by the Company in respect of the investors in the Pool.  Therefore, as a matter of Company policy, all Covered Officers must avoid any actual or perceived conflict of interest.
 
A “conflict of interest” occurs when a Covered Officer’s personal interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company or, as applicable, those of the Pool.  A conflict of interest situation can arise when a Covered Officer takes actions or has interests (financial or other) that may make it difficult to fulfill duties owed to the equity owners of the Pool.  Conflicts of interest also may arise when a Covered Officer or a member of a Covered Officer’s family receives improper personal benefits as a result of the Covered Officer’s affiliation with the Company, regardless of whether such benefits are received from the Company or a third party.  Loans by the Company or the Pool to, or guarantees by the Company or the Pool of obligations of, Covered Officers and their family members are of special concern and are prohibited.
 
It is difficult to identify exhaustively what constitutes a conflict of interest.  For this reason, the Covered Officers must avoid any situation in which their independent business judgment might appear to be compromised.  Questions about potential conflicts of interest situations, and disclosure of these situations as they arise, should be promptly addressed and reported to the Chief Compliance Officer at (312) 373-5000.
 
Corporate Opportunities
 
The Covered Officers are prohibited from:  (a) taking for themselves personally opportunities that properly belong to the Company and/or Pool or are discovered through the use of corporate property, information
 

 
 

 

or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company.  The Covered Officers owe a duty to the Company and to the Pool  to advance its legitimate interests when the opportunity to do so arises.
 
Public Company Reporting
 
As a result of the Pool’s status as “public reporting company,” the Company is required, on behalf of the Pool, to file periodic and other reports with the Securities and Exchange Commission.  The Company takes its obligations with respect to the Pool’s public disclosure seriously.  To that end:
 
A.
each Covered Officer must take all reasonable steps to ensure that these reports and other public communications represent full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Pool;
 
B.
each Covered Officer must promptly bring to the attention of the Board of Directors any material information of which a Covered Officer may become aware that affects the disclosures made by the Company in the public filings made on behalf of the Pool or otherwise would assist the Board of Directors in fulfilling its responsibilities to the Pools; and
 
C.
each Covered Officer must promptly bring to the attention of the Chief Compliance Officer and the Board of Directors any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, including on behalf of the Pool, or (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, including on behalf of the Pool, disclosures or internal controls.
 
Reporting Illegal or Unethical Behavior
 
Each Covered Officer has a duty to adhere to this Code of Ethics.  Each Covered Officer must also promptly bring to the attention of the Chief Compliance Officer or the CEO and to the Board of Directors any information the Covered Officer may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company or the Pool, and the operation of its or their businesses, by the Company or any agent thereof, or of a violation of this Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s or the Pool’s financial reporting, disclosures or internal controls.  Confidentiality will be maintained to the fullest extent possible.
 
A Covered Officer will not be penalized for making a good-faith report of violations of this Code of Ethics or other illegal or unethical conduct, nor will the Company tolerate retaliation of any kind against anyone who makes a good-faith report.  A Covered Officer who knowingly submits a false report of a violation, however, will be subject to disciplinary action.  If you report a violation and in some way also are involved in the violation, the fact that you stepped forward will be considered.
 
If the result of an investigation indicates that corrective action is required, the Board of Directors will decide, or designate appropriate persons to decide, what actions to take, including, when appropriate, legal proceedings and disciplinary action up to and including termination, to rectify the problem and avoid the likelihood of its recurrence.  Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Ethics, and shall include written notices to the individual indicating any action taken.  In determining what action is appropriate in a particular case, the Board of Directors or its designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether the individual in question had committed other violations in the past.
 
Amendment, Modification and Waiver
 
This Code of Ethics may be amended, modified or waived by the Board of Directors of the Company.  Any change to, or waiver (whether explicit or implicit) of, this Code of Ethics must be disclosed promptly to the Pool that is a public reporting company by filing a Form 8-K on behalf of each affected Pool or by another permitted means.
 
Acknowledgment
 
Each Covered Officer is accountable for knowing and abiding by the policies contained in this Code of Ethics.  The Company may require that the Covered Officers sign an acknowledgment confirming that they have received, read and understand this Code of Ethics and are complying with them.
 
EX-31 5 s11-8239_ex3101.htm EXHIBIT 31.01 Unassociated Document
Exhibit 31.01
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
 
I, Gerald Corcoran, Chief Executive Officer of R.J. O’Brien Fund Management, LLC. (“RJOFM”), Managing Owner of JWH Global Trust (the “registrant”), do hereby certify that:
 
1.
I have reviewed this annual report on Form 10-K of JWH Global Trust;
   
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
   
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and changes in partners’ capital of the registrant as of, and for, the periods presented in this annual report;
   
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:
   
 
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
 
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
     
 
(d)
disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and,
     
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
     
 
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
 
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: March 20, 2008
 
By:
/s/ Gerald Corcoran
 
Gerald Corcoran
Chief Executive Officer
R.J. O’Brien Fund Management, LLC

 
EX-31 6 s11-8239_ex3102.htm EXHIBIT 31.02 Unassociated Document
Exhibit 31.02
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
 
I, Helen D. McCarthy, the Chief Financial Officer of R.J. O’Brien Fund Management, LLC. (“RJOFM”), Managing Owner of JWH Global Trust (the “registrant”), do hereby certify that:
 
1.           I have reviewed this annual report on Form 10-K of JWH Global Trust;
 
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and changes in partners’ capital of the registrant as of, and for, the periods presented in this annual report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
 
 
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
 
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
 
 
(d)
disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and,
 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 20, 2008
 
By:
/s/ Helen D. McCarthy
 
Helen D. McCarthy
Vice President and Chief Financial Officer
R.J. O’Brien Fund Management, LLC

EX-32 7 s11-8239_ex3201.htm EXHIBIT 32.01 Unassociated Document
Exhibit 32.01
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
I, Gerald Corcoran, Chief Executive Officer of R.J. O’Brien Fund Management, LLC. (“RJOFM”), Managing Owner of JWH Global Trust (the “Trust”), certify that (i) the attached annual report on Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the attached annual report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Trust.
 
By:
/s/ Gerald Corcoran
 
Gerald Corcoran
Chief Executive Officer
R.J. O’Brien Fund Management, LLC
March 20, 2008

 
EX-32 8 s11-8239_ex3202.htm EXHIBIT 32.02 Unassociated Document
Exhibit 32.02
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
I, Helen D. McCarthy, Chief Financial Officer of R.J. O’Brien Fund Management, LLC. (“RJOFM”), Managing Owner of JWH Global Trust (the “Trust”), certify that (i) the attached annual report on Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the attached annual report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Trust.
 
By:
/s/ Helen D. McCarthy
 
Helen D. McCarthy
Senior Vice President and Chief Financial Officer
R.J. O’Brien Fund Management, LLC
March 20, 2008

 

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