-----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, QCmXysFx3Qq8g3o0WGVOD/4YIFno7Tlmvw3Rgn0Q71iphpLFnYqpuIlX6IdSXRl4 7t7713t99I+alcqYMKzoCQ== 0001132072-09-000142.txt : 20090330 0001132072-09-000142.hdr.sgml : 20090330 20090330172616 ACCESSION NUMBER: 0001132072-09-000142 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090330 DATE AS OF CHANGE: 20090330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJO 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: 09715263 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 TRUST DATE OF NAME CHANGE: 19970210 FORMER COMPANY: FORMER CONFORMED NAME: JWH GLOBAL PORTFOLIO TRUST DATE OF NAME CHANGE: 19961114 10-K 1 s22-9089_10k.htm FORM 10-K s22-9089_10k.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
 
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
 
RJO 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,  a non-accelerated filer , or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):
 
Large-accelerated filer  o  Accelerated filer   o   Non-accelerated filer     x Smaller reporting company   o
 
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:  $81,682,621 as of June 30, 2008.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
The  sections of the Trust’s prospectus dated on December 12, 2008 entitled “The Risks You Face” and “The Trading Advisors” are hereby incorporated by reference into Item 1A of this annual report on Form 10-K.
 

 

 
 
TABLE OF CONTENTS
 
Part I
       
   
Item 1. Business
 
4
   
Item 1A. Risk Factors
 
7
   
Item 1B. Unresolved Staff Comments
 
7
   
Item 2. Properties
 
7
   
Item 3. Legal Proceedings
 
7
   
Item 4. Submission of Matters to a Vote of Security Holders
 
8
         
Part II
       
   
Item 5. Market for the Registrant’s Units and Related Security Holder Matters and Issuer Purchases of Equity Securities
 
8
   
Item 6. Selected Financial Data
 
8
   
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
9
   
Item 7A. Quantitative and Qualitative Disclosures About Market Risks
 
14
   
Item 8. Financial Statements and Supplementary Data
 
18
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
19
   
Item 9A(T). Controls and Procedures
 
19
   
Item 9B. Other Information
 
19
         
Part III
       
   
Item 10. Directors, Executive Officers and Corporate Governance
 
19
   
Item 11. Executive Compensation
 
20
   
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
 
21
   
Item 13. Certain Relationships and Related Transactions, and Director Independence
 
21
   
Item 14. Principal Accounting Fees and Services
 
21
         
Part IV
       
   
Item 15. Exhibits, Financial Statements, Schedules
 
22
 
 

 

Part I
 
 
General Development of Business: Narrative Description of Business
 
RJO Global Trust (the “Trust”), formerly the JWH Global 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, commodity indices and stock indices, spot and forward contracts on currencies and precious metals and exchanges for physicals (“Commodity Interests”) pursuant to the trading instructions of multiple independent commodity trading advisors.  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.  The managing owner of the Trust was initially formed as an Illinois corporation in November 2006, and became a Delaware Limited Liability Company in July of 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”).  As of December 31, 2008, trading decisions for the Trust have been delegated to five independent commodity trading advisors: John W. Henry & Company, Inc. (“JWH”), AIS Futures Management (“AIS”), Abraham Trading Corp. (“ATC”), Global Advisors LP (“GALP”) and Peninsula LP (“PLP”) (each an “Advisor” and collectively the “Advisors”), pursuant to advisory agreements executed between the Trust and each Advisor (each an “Advisory Agreement” and collectively the “Advisory Agreements”.)  Effective February 1, 2009, NuWave Investment Management, LLC (“NuWave”) became the Trust’s sixth Advisor.
 
RJO is a “Futures Commission Merchant”, the Managing Owner is a “Commodity Pool Operator” and the Advisors to the Trust are “Commodity Trading Advisors”, 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, 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 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 $3,120,049 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.  The Trust filed two Post-Effective Amendments on December 12, 2008 to de-register the remaining unsold units that were registered under the July 2, 2003 and November 1, 2004 registration statements.  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 Advisors under the Advisory Agreements.
 
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 Trust’s prospectus dated December 12, 2008 (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, 2008, $473,000 of ongoing offering costs were paid or accrued in connection with filing of the registration statement to renew the offering of units.
 
1

 
The Advisory Agreements between the Trust and the Advisors provide that each Advisor has 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, 2008, JWH was managing 22%, AIS 11%, ATC 22%, GALP 21% and PLP 19% of the Trust’s assets.  Five percent of the assets were not allocated to any of the advisors.  The Advisory Agreements with each Advisor commenced on November 1, 2008.
 
Pursuant to the Advisory Agreements effective November 1, 2008 signed with JWH, ATC, AIS, GALP and PLP, the Trust pays each Advisor a management fee of up to 0.16666% of the month-end net assets allocated to each Advisor (up to 2.0% annually) and a quarterly incentive fee of 20% of  new trading profits, if any, attributable to assets under its management (both fees are calculated after deduction of actual brokerage commissions and incentive fee paid after deduction of management fees also.)  On November 1, 2008 the Trust allocated 20% of its assets to each of these Advisors’ programs: JWH’s Diversified Plus program, AIS’s MAAP 2X-4X program, ATC’s Trading Diversified program, GALP’s Commodity Systematic program, and PLP’s Tactical Macro program.
 
The Advisory Agreements terminate automatically in the event that the Trust is terminated in accordance with the Eighth Amended and Restated Declaration and Agreement of Trust.  The Advisory Agreements may be terminated by the Trust or the Managing Owner at any month end upon five days’ prior written notice to the Advisors.  In addition, the Advisory Agreements may be terminated by the Trust or the Managing Owner at any time, upon written notice to an Advisor, in the event that (A) any person1 described as a “principal” of the Advisor in the Prospectus ceases for any reason to be an active “principal” of the Advisor; (B) an Advisor becomes bankrupt or insolvent; (C) an Advisor is unable to use its trading systems or methods as in effect on the date of its respective Advisory Agreement and as modified for the benefit of the Trust; (D) the registration, as a Commodity Trading Advisor, of the Advisor with the FSA (as applicable), the CFTC or its membership in the NFA is revoked, suspended, terminated, or not renewed, or limited or qualified in any respect; (E) except as otherwise provided in its Advisory Agreement, an Advisor merges or consolidates with, or sells or otherwise transfers its advisory business, or all or a substantial portion of its assets, any portion of its futures interest trading systems or methods, or its goodwill to, any individual or entity; (F) if, at any time, the Advisor violates2 any trading policy (as defined in the Advisory Agreements) or administrative policy, except with the prior express written consent of the Managing Owner; or (G) an Advisor fails in a material manner to perform any of its obligations under its respective Advisory Agreement.
 
The Advisors have the right to terminate their respective Advisory Agreement at any time, upon thirty days’ written notice to the Trust in the event (A) that the Managing Owner imposes additional trading limitation(s) in the form of one or more trading policies (as defined in the Advisory Agreements) or administrative policies that an Advisor does not consent to, such consent not to be unreasonably withheld; (B) the Managing Owner objects to an Advisor implementing a proposed material change to its respective trading program and the Advisor certifies to the Managing Owner in writing that it believes such change is in the best interests of the Trust; (C) the Managing Owner or the Trust materially breaches an Advisory Agreement and does not correct the breach within ten days of receipt of a written notice of such breach from the counterparty Advisor; (D) the total Trust funds allocated to the Advisors’ management falls below a certain amount3 (after adding back certain losses as specified in the Advisory Agreements) at any time; (E) the Trust becomes bankrupt or insolvent, (F) the registration of the Managing Owner with the CFTC as a commodity pool operator or its membership in the NFA is revoked, suspended, terminated or not renewed, or limited or qualified in any respect4.  If the Managing Owner or Trust merges, consolidates or sells a substantial portion of its assets pursuant to an Advisory Agreement, the counterparty Advisor may terminate the Advisory Agreement upon prior written notice to the Managing Owner and Trust.  The Advisors may also terminate the Advisory Agreement on sixty days’ written notice to the Managing Owner during any renewal term.
 
The Advisors and their principals, affiliates and employees are free to trade for their own accounts and manage other commodity accounts during the term of the Advisory Agreements 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 an 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.
 
 

1 Under this provision in JWH’s Advisory Agreement, the Trust and the Managing Owner may terminate the Advisory Agreement only if John W. Henry, rather than “any person,” ceases to be a “principal.”
2 Under this provision in AIS’s Advisory Agreement, the Trust and the Managing Owner may terminate the Advisory Agreement only if AIS commits a material violation of any trading policy, as defined therein.
3 The Trust requested and was granted Confidential Treatment by the SEC with respect to this information in the publicly-filed copies of the Advisory Agreements.
4 JWH (but not the other Advisors) is entitled to terminate its Advisory Agreement upon thirty days’ notice if the Managing Owner overrides a trading instruction other than as specified in Section 2(a) of JWH’s Advisory Agreement.
 
2

 
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 Advisors.  These other trading advisors could also be competing with the Trust for the same or similar trades as requested by the Trust’s Advisors.
 
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 its 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.
 
The Trust’s net assets are deposited in the Trust’s accounts with RJO, the Trust’s clearing broker and currency dealer.  For U.S.-dollar deposits, 75% of interest earned on the Trust’s assets, calculated by the average four-week Treasury Bill rate, is paid to the Trust, while 25% of the return earned on cash as a whole is retained by the clearing broker.  For all other deposits, 99% of the interest earned on the Trust’s assets, calculated by the three-month LIBOR rate, is paid to the Trust.  To the extent excess cash is not invested in securities, such cash will be subject to the creditworthiness of the institution where such funds are deposited.
 
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”).
 
3

 
(b)
Any unitholder 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).
 
Recoveries by and distributions from the LLC are detailed in the chart below:
 
Recoveries from RCM, Distributions paid by US Bank from the LLC, and effect on impaired value of assets held at RCM
 
   
 
   
 
   
 
   
 
   
Additional Units in Trust for Participating Owners
 
Date
 
Amounts
Received from
RCM
   
Balance of
Impaired Value
   
Collections in Excess of
Impaired Value
   
Cash Distributions to Non-Participating
Owners
   
Units
   
Dollars
 
12/29/06
  $ 10,319,318     $ 6,643,944     $ -     $ 4,180,958       54,914     $ 5,154,711  
04/20/07
    2,787,629       3,856,315       -       -       -       -  
06/07/07
    265,758       3,590,557       -       -       -       -  
06/28/07
    4,783,640       -       1,193,083       -       -       -  
07/03/07
    5,654       -       5,654       -       -       -  
08/29/07
    -       -       -       2,787,947       23,183       1,758,626  
09/19/07
    2,584,070       -       2,584,070       -       -       -  
12/31/07
    2,708,467       -       2,708,467       -       -       -  
03/28/08
    1,046,068       -       1,046,068       -       -       -  
04/29/08
    -       -       -       2,241,680       10,736       1,053,815  
06/26/08
    701,148       -       701,148       -       -       -  
12/31/08
    769,001               769,001       -       -       -  
                                                 
Totals
  $ 25,970,753     $ -     $ 9,007,491     $ 9,210,585       88,833     $ 7,967,152  
 
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, 2008, 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, links to certain of the Trust’s public filings may be found on the Managing Owner’s website at  http://www.rjobrien.com/FundManagement.  Additionally 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.
 
4

 
Item 1A. Risk Factors
 
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 section entitled “The Risks You Face” set forth in the Trust’s prospectus dated December 12, 2008, and filed with the Securities and Exchange Commission on December 12,  2008 (Registration Number 333-146177), and incorporated into this Form 10-K  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.
 
 
The Trust is not a party to any material pending legal proceedings.
 
 
None.
 
 
 
(a)
(i) There is no established public market for the units and none is expected to develop.
 
(ii) As of December 31, 2008, there were 658,747 units held in the Trading Account by Beneficial Owners for an investment of $78,645,263 and 11,679 units held in the Trading Account by the Managing Owner for an investment of $1,394,355.  A total of 183,863 units had been redeemed by Beneficial Owners and 9,868 units by the Managing Owner during the period of January 1, 2008 to December 31, 2008.  The Managing Owner purchased an additional 1,379 units on July 31, 2008.  The Trust’s Eighth Amended and Restated Declaration and Agreement of Trust contains a full description of redemption and distribution procedures.  998,671 ($119,231,331) (SEC Registration Number 333-146177) units remain unsold as of December 31, 2008.
 
(iii) To date no distributions have been made to owners of beneficial interest in the Trading Account of the Trust.  The Eighth 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, 2008 through December 31, 2008.
 
Item 6.  Selected Financial Data
 
The following Selected Financial Data is presented for the years ended December 31, 2004, 2005, 2006, 2007 and 2008 and is derived from the financial statements for such fiscal years.
 
5

 
    2004     2005     2006     2007    
2008
 
1 Revenues (000)   $ 36,504     $ 3,569     $ (15,853 )   $ (4,425 )   $ 38,321  
2 Net Income (Loss) From Continuing Operations (000)     8,847       (20,433 )     (29,194 )     (12,427 )     27,889  
3 Net Income (Loss) Non-Trading (000)     -       (39,879 )     (538 )     5,510       1,807  
4 Net Income (Loss) Per Unit     (1 )     (10 )     (19 )     (9 )     34  
5 Total Assets (000)     342,627       223,617       140,705       83,423       92,007  
6 Net Asset Value per Unit-Trading     149       113       94       85       119  
 
 
(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 2008, no units were purchased by the Beneficial Owners.  The Managing Owner  purchased 1,329 units during this time.  For the fiscal year ended December 31, 2008, the Beneficial Owners redeemed a total of 183,863 units for $20,080,379.  A total of 10,736 units were issued to Beneficial Owners as a result of a distribution from JWH Special Circumstances LLC.  The Managing Owner redeemed a total of 9,868 units for $1,105,206.  For the fiscal year ended December 31, 2007, the Beneficial Owners redeemed a total of 474,881 units for $39,549,143 and the Managing Owner redeemed a total of 0 units.
 
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 Advisors monitor the Trust’s trading activities and attempt to control the Trust’s exposure to market risk by, among other things, refining their respective 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 the Advisors, and the Trust’s expenses are primarily charged as a fixed percentage of its asset base, however large, or by number of investors.  To a lesser extent, some expenses are incurred as minimums regardless of the size of the asset base, such as audit and legal fees.
 
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, 2008, 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 Advisors to limit losses as well as reduce market exposure on short notice should its programs indicate reducing market exposure.
 
6

 
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 four-week 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, 2008, RJO had paid or accrued to pay interest of $930,613 to the Trust.  For the calendar year ended December 31, 2007, the clearing broker paid or accrued to pay interest of $3,076,787 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.
 
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 Advisors’ 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.
 
JWH, ATC and GALP are technical traders, and as such, their 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.  However, there are frequent periods during which fundamental factors external to the market dominate prices.  For the discretionary Advisors, AIS and PLP, economic fundamentals and macroeconomic assessments are made.
 
The performance summaries set forth below outline certain major price trends which JWH’s programs have identified for the Trust during the last three fiscal years, until October 31, 2008, and for JWH, ATC, and GALP for November and December of 2008.  November and December also reflect the opportunities captured on a fundamental basis by AIS and PLP.  The fact that certain trends or market movements were captured does not imply that others, perhaps larger and potentially more profitable trends or market movements, were not missed or that the Advisors will be able to capture similar trends or movements 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 or market movements are attributed may or may not in fact have caused such trends or movements, as opposed to simply having occurred at about the same time.
 
2008
 
The RJO Global Trust posted a gain of 40.97% for 2008.  The Net Asset Value per Unit at year-end was $119.39 (please see Note (1) AND Note (7) in the notes to financial statements for more information with respect to the calculation of Net Asset Value) compared to $84.69 per unit at the beginning of the year.  The only contribution to the Trust during 2008 was RJOFM’s purchase of $120,000 of additional units.
 
7

 
The Trust’s performance was positive for the first quarter of 2008.  The Trust’s trading in global equity futures was profitable during the quarter.  In January, the market began to adjust to the possibility of a U.S. recession and a significant slowdown in global growth.  By mid month, many of the world’s major stock markets were experiencing double-digit declines.  The Trust’s trading in global equity futures was profitable during January as U.S. equities suffered through one of the worst Januarys on record.  The rate of decline slowed through February into early March, and then reversed to a modest rally mid March.  There was similar strong performance in the interest rate sector in January as both the long and the short end of the U.S. yield curve rallied sharply in response to weakening economic data, declining stock prices and monetary stimulus.  The interest rate sector was unprofitable in February as the psychology of the market shifted in February and the U.S. yield curve steepened as long-term interest rates moved higher.  This sector was at the center of the storm in March as the U.S. Federal Reserve’s proposal of a financial system overhaul, prompting meaningful price reversals and slight gains for the Trust.  Trading in currencies was profitable, though more challenging, for the quarter  as the dollar declined modestly in January, rallied and then reversed again to continue the decline in February into March.  The Trust generated profits in most major currencies against the dollar.  Positions in both precious and base metals, led by silver and gold, were profitable January and February, but with the modest market rally at the end of March, these reversed  and this sector was unprofitable for March.  The energy sector started the year off at a loss as crude and crude products  faltered in January from near record high prices.  The surge returned in February and continued into March. Crude oil soared to above $100 and natural gas prices increased more than 7% and were responsible for a majority of the profits.  The bull market in grains and agricultural driven by a weak dollar and demand for food related commodities, continued in January and February supplying the greatest profits mid-quarter. The greatest performers mid-quarter were bean oil +27%, coffee + 19%, wheat +15% and sugar +14%.  All reversed in March as grains’ bull market saw a correction and performance drag on the Trust.  Only corn bucked the reversal and finished March higher.
 
The Trust’s performance was negative for the second quarter of 2008.  May and June profitability was not enough to recover from losses suffered in April.  With the exception of the energy markets, which  were profitable throughout the quarter, the quarter was marked by trendless, range-bound markets in most cases.  Crude, crude products and natural gas continued to move higher on a weakened dollar and geo-political tensions in the Middle East.  The end of March rally in the global indices sector continued through April, stabilized in May with volatility declining and relatively tight trading ranges, and suffered a significant decline during June.  Higher energy prices, tighter monetary conditions and continued stress in the financial sector depressed prices.  The interest rate sector experienced significant reversals in April.  Throughout the quarter, a seventh interest rate cut, combined with prospects of higher inflation and more stable financial markets outweighed concerns over slowing economic activity.  Bond prices continued to slide through June, with the trend being slightly disrupted by hawkish tones from central banks, declining stock prices and the flight to quality.  Throughout the quarter, positions in European interest rates fared better than those in the U.S. and Asia.  The currency sector was very quiet throughout the quarter.  After the dollar staged a modest recovery in April, there was little evidence of demand for the dollar during the rest of the quarter. The major currencies were unable to find direction due to changing and conflicting signals on the economy and interest rate differentials.  The metals sector was negative for the quarter as markets were directionless due to ebbing demand driven by a degree of stability in the financial markets.  The agriculture markets, particularly grains, were mixed to profitable through out the quarter.  Grain prices moved higher on concerns of how the Midwest floods would impact planting and future yields.
 
The Trust’s performance was profitable for the third quarter of 2008.  The third quarter began what was one of the most unstable and volatile periods in the history of the U.S. (and later global) financial markets.  The cloud of the U.S. housing and credit crisis started to mushroom and create further turmoil to a point where, by quarter end, the world’s credit markets virtually seized up, commodity prices plunged, some major stock indices declined by more than 10%, and some of the largest U.S. financial institutions were pushed to extinction.  The Trust performance across all sectors was negative for July, but these major market moves served as sources of the Trust’s positive August and September performance as the portfolio shifted to reflect new trends in energy, metals and the U.S. dollar.  The currency sector was profitable during July and August with the dollar surging 8% above the mid-July low.  The dollar continued to strengthen as LIBOR rates soared and led to a hoarding of dollars.  By the end of the quarter, the Trust was benefiting from the pronounced downward trend in global equity prices.  Crisis of confidence was punctuated by bankruptcies, mergers and government bailout.  The energy markets continued their decline through August and by September, crude, crude oil products and natural gas were down more than 10% from August close.  A weakening global economy and a strengthening U.S. dollar have negatively impacted demand while supply side fundamentals have not changed.  With the crisis in the credit markets intensifying, global bonds benefited from a flight to quality during August.  During September, the bond market was more challenging as sentiment shifted markedly and prompted a sharp reversal.  Metals continued their decline, influenced by the dollar rally and the decline in demand for commodities.  Gold and silver continued to move lower however , towards the end of the quarter, gold began to break higher while the other metals continued their decline.  Agricultural markets which were unprofitable in July and August turned positive in September as the Trust benefited from short positions across the complex.  The downtrends were supported by weakening demand and a strong dollar.
 
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The Trust’s performance was profitable for the fourth quarter of 2008 as it navigated through extreme volatility and capitalized on market moves of historic proportions.  November  also marked the first month of trading with four new, diverse trading advisors alongside JWH.  The currency sector was the best performing sector for the quarter as the dollar reasserted its status as the world’s reserve currency.  The Trust benefited from the strength of the dollar vs. European currencies and its weakness vs. the Yen.  Later in the quarter, profits were earned in the Euro, Yen, Canadian Dollar and Australian Dollar.  Global Indices sector was profitable in October and November as the slide continued across the globe.  This sector turned negative for the Trust as the decline turned slightly upward by the end of December.  The interest rate sector produced flat results for the Trust as cross currents passing through the markets affected rate trends.  This sector turned profitable by the end of December as yields continued a steady fall through year end.  Energy positions started the quarter off in positive territory, but turned slightly unprofitable toward the end.  Metals continued their decline from the previous quarter, driven by continued turmoil in the financial markets.  Gold and silver lead the gains in October while aluminum and copper lead the gains in November and December.  The agricultural markets were positive throughout the quarter reflecting the deteriorating prospects for the global economy and demand for food, animal feed and bio-fuels.
 
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 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.
 
9

 
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.
 
Four of the six 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.
 
(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.
 
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(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, commodity indices 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.
 
 
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
 
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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 the Advisors 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.
 
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 2008 and 2007.  All open position trading risk exposures of the Trust have been included in calculating the figures set forth below.  During fiscal year 2008, the Trust’s average total capitalization was approximately $81.6 million, and during fiscal year 2007, the Trust’s average total capitalization was approximately $89.9 million.
 
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FISCAL YEAR 2008
 
                         
Market
 
Highest
   
Lowest
   
Average
   
% of
 
Sector
 
Value
   
Value
   
Value
   
Average
 
   
at Risk*
   
at Risk*
   
at Risk*
   
Capitalization**
 
                         
Agriculture
  $ 3.6     $ 1.1     $ 1.2       1.5 %
Currencies
  $ 3.7     $ 0.2     $ 1.6       2.0 %
Energies
  $ 3.3     $ 0.5     $ 1.3       1.6 %
Indices
  $ 1.8     $ 0.0     $ 0.9       1.1 %
Interest Rates
  $ 4.9     $ 1.5     $ 1.6       2.0 %
Metals
  $ 3.2     $ 0.5     $ 0.8       1.0 %
                                 
Total
  $ 20.4     $ 3.8     $ 7.4       9.2 %
 
FISCAL YEAR 2007
 
                         
Market
 
Highest
   
Lowest
   
Average
   
% of
 
Sector
 
Value
   
Value
   
Value
   
Average
 
   
at Risk*
   
at Risk*
   
at Risk*
   
Capitalization**
 
                         
Agriculture
  $ 3.0     $ 1.0     $ 2.0       2.2 %
Currencies
  $ 9.7     $ 2.2     $ 6.4       7.1 %
Energies
  $ 2.4     $ 0.1     $ 1.7       1.9 %
Indices
  $ 3.0     $ 0.3     $ 1.9       2.1 %
Interest Rates
  $ 6.0     $ 2.1     $ 3.7       4.1 %
Metals
  $ 2.3     $ 0.3     $ 1.1       1.2 %
                                 
Total
  $ 26.4     $ 6.4     $ 16.8       18.6 %
 

*   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.”
 
13

 
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 four-week Treasury Bill rate.  As of December 31, 2008 and December 31, 2007, the Trust had approximately $83.5 million and $72.9 million, respectively, in cash on deposit with RJO.
 
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 its Advisors 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 the Trust’s Advisors 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, 2008, 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, and recently dollar/Canadian dollar, exposure to cross-rates positions such as euro/yen and euro/pound positions.
 
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, 2008, the Trust’s primary exposure was in the Osaka Nikkei (Japan) and the DAX (Germany).  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 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, 2008 and December 31, 2007.  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, 2008 and December 31, 2007.
 
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 four-week Treasury Bill rate (calculated daily).
 
Qualitative Disclosures Regarding Means of Managing Risk Exposure
 
The Manager Owner together with Liberty Funds Group monitors the Trust’s performance and the concentration of its open positions, and consults with the Advisors concerning the Trust’s overall risk profile.  If the Managing Owner felt it necessary to do so, the Managing Owner could require the Advisors 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 the Advisors’ own risk control policies while maintaining a general supervisory overview of the Trust’s market risk exposures.
 
Risk Management
 
The information below outlines the general risk management practices of each Advisor.  These descriptions are not intended to be exhaustive.  For a detailed description of the risks associated with the management practices of each Advisor, see the section entitled “The Trading Advisors” set forth in the Trust’s prospectus dated December 12, 2008, and filed with the Securities and Exchange Commission on December 12, 2008 (Registration Number 333-146177), and incorporated into this Form 10-K by reference.
 
Abraham Trading:  A vital part of ATC's trading strategy is sound risk management.  The good times, when the markets are in trending periods, will take care of themselves.  ATC's trading strategy is designed to endure the imminent non-trending periods in order to profit when trends in the markets do occur.  Each commodity interest is tracked on its own merits, and a stop loss level is determined at the time a trade is entered.  Stops are designed to weed out losing trades quickly and attempt to limit any loss to no more than a nominal percentage of the account's net assets.
 
On average, ATC utilizes approximately 20% of the nominal account value of participating customers to meet initial margin requirements, although this percentage may vary widely.
 
Since all trading methods and strategies to be utilized by ATC are proprietary and confidential, the foregoing discussion is necessarily of a general nature.
 
             AIS Futures Management:  The risk of the portfolio is in market moves against the positions held in the portfolio.  When in a losing position and equity is lost, positions are reduced so that the leverage is never materially higher than the maximum allowed in the program.  Under this method, the maximum acceptable margin to equity ratio is not violated.  Effectively, this method reduces exposure as markets move against positions.
 
Global Advisors:  GALP and its principals believe that money management discipline is a vital element of any trading program.  This discipline is comprised of the following major components which are utilized in the program:
 
 
1.
Diversification
 
GALP trades primarily U.S. exchange-traded commodity futures and options on futures contracts, and may trade on any United States and non-United States exchange that has been designated as a “contract market” by the CFTC and on certain other non-United States exchanges.  “Commodity interests” include, but are not limited to, contracts on and for physical commodities, currencies, money market instruments and items which are now, or may hereafter be, the subject of trading futures contracts, swaps, and other commodity-related contracts.  GALP may also trade the cash and forward markets, including the interbank market and exchange of futures for physicals (“EFPs”) for its client accounts.
 
15

 
The trading strategy is designed to gain exposure to opportunities in the majority of actively traded market groups, while simultaneously limiting, to the extent possible, the exposure in any one particular group.  The intent of this policy is to increase, on a discretionary basis, opportunities for gain, decrease risk and provide more consistent returns.  Especially in view of the above, there may be times, due to market and other conditions, when trading is not well diversified; in fact, on occasion, there may be a heavy concentration of a given commodity (such as Brent crude) or a commodity complex (such as energies) which could result in a greater return or risk to the account.
 
 
2.
Risk Management
 
GALP estimates that for the program, which targets 10% annualized volatility, approximately 5%-10% of a client account’s net asset value on both an intraday and overnight basis will be committed to margin at any one time.  However, margin usage may, from time to time, be greater or less than this range, depending on market conditions, current margin requirements and changes in account equity.
 
 
3.
Client Rebalancing
 
GALP seeks to ensure that market risk and return are appropriately balanced across clients in proportion to each client's account equity.  GALP regularly balances clients' exposure to net position in each futures contract or option on futures contract, accordingly.
 
Trades are allocated during the month on a ticket-by-ticket basis according to volume and price sequence parameters, determined near the beginning of the month with client account equities.  As the program's net contract positions are added to or reduced, each client's exposure to the program’s net position in a contract under this method may not exactly equal its proportionate level of risk as represented by its account equity.  To correct these risk imbalances, at its discretion, GALP makes trades on a regular basis which rebalance client account risks to what they should be, given each client's account equity.  GALP may simultaneously reduce a position for one client while adding to a position for another client at prevailing market prices to adjust each client’s risk to its appropriate level, given their account size as a proportion of the program’s overall assets under management.  Discretion includes employing knowledge of a contract's volatility and the size of the necessary rebalancing trades, and balancing that need with the desire to minimize slippage and commissions for clients.  Near the beginning of each month, GALP rebalances each client account to reflect their proportion of the net equity in the program.
 
John W. Henry & Company:   Stop-losses are used in some models and managed by JWH 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. 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. 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.
 
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.
 
16

 
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.  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.
 
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.
 
Peninsula LP:  Peninsula believes that one of the most significant risks for discretionary strategies is proper position sizing.  What makes position sizing challenging is the non-stationary nature of volatility, correlation and liquidity.  Stated in another way, it is the risk that at any given time the actual position size may be greater than the optimal position size due to fluctuations in these variables, causing a deterioration of the risk/reward ratio.  And conversely and just as importantly, the position size may be too small relative to the optimal position size, resulting in a sub-optimal exploitation of an opportunity.
 
Position sizing is a function of Peninsula’s conviction of the trade and its duration, and its assessment of potential downside.  Its downside risk framework for individual positions and strategies is multi-dimensional.  We analyze the expectations for moderate downside occurrences, as well as severe downside occurrences, to determine potential losses.  The risk management objective is two-fold:  minimize the probability of drawdown as well as the magnitude of the drawdown.
 
Peninsula  uses historical volatility, correlation and liquidity analysis for individual strategies and positions.  Given its belief that these variables are non-stationary, it uses our internally-developed views about prospective volatility, correlation and liquidity to supplement the historical analysis.  It also examines gap risk (probability and cost of position gapping below its stop-loss limit) and slippage in normal markets as well as during market dislocations.
 
A variety of factors such as the strength of signals from the models, liquidity conditions, volatility, and market positioning drive the position allocation process.  Peninsula utilizes a stop-loss maximum of 1.5% of NAV on intra-day positions on a given trading day.  The drawdown limits for a single open directional position is generally between 0.30% and 0.60% of NAV.
 
 
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, 2008 and 2007.
 
17

 
   
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
 
   
2008
   
2008
   
2008
   
2008
 
Total Trading Revenues (Loss)
  $ 21,191,546     $ 1,247,596     $ (3,189,212 )   $ 19,070,748  
Total Trading Expenses
    1,724,515       1,660,935       1,598,257       5,447,926  
Trading Income (Loss)
    19,467,031       (413,339 )     (4,787,469 )     13,622,822  
Non-Trading Income (Loss)
    934,473       450,677       (113,413 )     535,080  
Net Income (Loss)
  $ 20,401,504     $ 37,338     $ (4,900,882 )   $ 14,157,902  
                                 
Net Income (Loss) per Trading Unit
  $ 23.22     $ (0.41 )   $ (5.95 )   $ 17.84  
                                 
   
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  
 
The Trust has not disposed of any segments of its business.  In 2008, the Trust recorded income of $1,747,216 and $769,001 on collections from the RCM bankruptcy in excess of impaired value in the quarters ended June 30, and December 31, 2008, 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 Chief Executive Officer (the Trust’s principal executive officer) and Chief Financial Officer (the Trust’s principal financial officer), have evaluated the effectiveness of the design and operation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) as of December 31, 2008.  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 Chief Executive Officer and Chief Financial Officer of the Managing Owner have concluded that the disclosure controls and procedures of the Trust were effective at December 31, 2008.
 
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, 2008.  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, 2008, 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 year ended December 31, 2008, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
 
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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, 2008, 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, 2008 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 seventh 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.
 
Helen D. McCarthy served as 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 seven years with Ernst & Young auditing both public and private companies.  Ms. McCarthy served as Chief Financial Officer from April 2007 to April 2008.
 
Thomas J. Anderson is Chief Financial Officer and Director of RJOFM: Mr. Anderson became the Chief Financial Officer of the Managing Owner on May 5, 2008 and became a principal of the Managing Owner on June 6, 2008.  He also serves as the Chief Financial Officer of R.J. O’Brien & Associates, LLC and is a registered NFA principal since June 6, 2008 and an associated person and NFA associate member since May 13, 2008 of R.J. O’Brien & Associates, LLC.  He joined R.J. O’Brien & Associates, LLC and the Managing Owner in May 2008.  Prior to serving in these positions, Mr. Anderson served as Senior Vice President and Group Chief Operating officer for Newedge Financial Inc. (formerly known as Calyon Financial Inc.), a derivatives brokerage firm, from December 2006 to April 2008. From December 2000 through December 2006, Mr. Anderson served as Newedge’s Senior Vice President and Chief Financial Officer. Before joining Newedge, Mr. Anderson served in several capacities (including Assistant Controller, Controller and Chief Financial Officer) from July 1990 to December 2000 at Lind-Waldock & Company, a retail futures brokerage firm. From September 1987 to July 1990, Mr. Anderson was a Senior Auditor for Checkers, Simon & Rosner.  Mr. Anderson is also a registered representative of the lead selling agent.
 
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-six 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).  
 
19

 
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 created an audit committee on August 27, 2008.  The audit committee with respect to the Trust is comprised of Gerald Corcoran, Thomas Anderson and Jamal Oulhadj.  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 of 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 the independent Advisors).  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, 2008, no person was known to the Trust to own beneficially more than 5% of the outstanding units.
 
(b)
As of December 31, 2008, the Managing Owner beneficially held an ownership of $1,394,355 (which is the equivalent of 11,679 units) or approximately 2.1% of the ownership of the Trust as of that date.
 
(c)
As of December 31, 2008, 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.
 
Item 13.  Certain Relationships and Related Transactions and Director Independence
 
None.  The Trust does not have any directors or officers of its own.
 
Item 14.  Principal Accounting Fees and Services
 
(a)           Audit Fees
 
The Trust paid CF & Co., L.L.P., the Trust’s independent registered public accounting firm, $149,601 and $140,000 respectively for the 2008 and 2007 audits and for professional services rendered in connection with the audit of the Trust’s annual financial statements filed with the Trust’s Form 10-Ks, the review of financial statements included in the Trust’s Form 10-Q filings and review of other SEC filings.
 
20

 
(b)           Audit-Related Fees
 
The Trust did not pay CF & Co., L.L.P. any amount in 2008 or 2007 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 2008 or 2007 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 $135,000 for such services for 2008 and $120,000 for 2007.  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 audit committee with respect to the Trust has 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, 2008 and 2007.
 
 
c.
Condensed Consolidated Schedules of Investments as of December 31, 2008 and 2007.
 
 
d.
Consolidated Statements of Operations, for the years ended December 31, 2008, 2007 and 2006.
 
 
e.
Consolidated Statements of Changes in Unitholders’ Capital for the years ended December 31, 2008, 2007 and 2006.
 
 
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:
 
21

 
Index to Exhibits
 
Exhibit
   
Number
 
Description of Document
     
1.01
 
Second Amended and Restated Selling Agreement, dated as of November 5, 2008, among R.J. O’Brien Securities, LLC (the “Lead Selling Agent”), RJO Global Trust (the “Registrant”), R.J. O’Brien Fund Management LLC (the “Managing Owner”).
 
3.01
 
Eighth Amended and Restated Declaration and Agreement of Trust, dated as of September 26, 2008. (1)
     
3.02
 
Restated Certificate of Trust. (2)
     
10.01
 
Form of Subscription Agreement and Power of Attorney. (1)
     
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. (3)
     
10.03*
 
Amended and Restated Advisory Agreement, made as of September 16, 2008, among JWH Global Trust, R.J. O’Brien Fund Management, LLC, and John W. Henry & Company, Inc. (4)
     
10.04*
 
Advisory Agreement, made as of August 25, 2008, among JWH Global Trust, R.J. O’Brien Fund Management, LLC, and Abraham Trading, L.P. (4)
     
10.05*
 
Advisory Agreement, made as of August 25, 2008, among JWH Global Trust, R.J. O’Brien Fund Management, LLC, and AIS Futures Management, LLC. (4)
     
10.06*
 
Advisory Agreement, made as of August 25, 2008, among JWH Global Trust, R.J. O’Brien Fund Management, LLC, and Global Advisors L.P. (4)
     
10.07*
 
Advisory Agreement, made as of August 25, 2008, among JWH Global Trust, R.J. O’Brien Fund Management, LLC, and Peninsula LP. (4)
     
10.08**
 
Advisory Agreement, made as of February 1, 2009, among RJO Global Trust, R.J. O’Brien Fund Management, LLC, and NuWave Investment Management, LLC.
     
10.09
 
Customer Agreement between the Registrant and R.J. O’Brien & Associates, Inc., dated as of September 27, 2006. (5)
     
10.10
 
Form of Transfer Agent Agreement. (6)
     
13.01
 
Annual Report to Unitholders for Fiscal Year 2008.
     
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.


*Confidential Treatment was requested and granted with respect to the omitted portions of these exhibits.
**Confidential Treatment has been requested with respect to the omitted portion of this exhibit.
 
22

 
(1)    Incorporated by reference herein from the exhibit of the same description filed on December 12, 2008 with Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (Reg No. 333-146177).
 
(2)    Incorporated by reference herein from the exhibit of the same description filed on September 30, 2008 on Form 8-K.
 
(3)    Incorporated by reference herein 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).
 
(4)    Incorporated by reference herein from the exhibit of the same description filed on October 6, 2008 with Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Reg. No. 333-146177).
 
(5)    Incorporated by reference herein from the exhibit of the same description filed on July 5, 2007 with the Registrant’s annual report on Form 10-K.
 
(6)    Incorporated by reference herein 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).
 
23

 
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 30, 2009
RJO GLOBAL TRUST
     
     
 
By:     R.J. O’Brien Fund Management, LLC.
 
         (Managing Owner)
   
   
 
By:
/s/ Thomas J. Anderson
 
   
Thomas J Anderson
   
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 30, 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/ Thomas J. Anderson
 
Chief Financial Officer and Director
Thomas J. Anderson
 
(principal financial and accounting officer)
 
   
/s/ Colleen Mitchell
 
President and Director
Colleen Mitchell
   
 
   
/s/ Annette Cazenave
 
Senior Vice President and Director
Annette Cazenave
   
 
 
24

 
 
Exhibit 13.01
 
Message from the Managing Owner
 
Dear Unitholder:
 
The RJO Global Trust posted a gain of 40.97% for 2008.  The Net Asset Value at year-end was $119.39  (please see Note (1) AND Note (7) in the notes to financial statements for more information with respect to the calculation of Net Asset Value) compared to $84.69 per unit at the beginning of the year.  The only contribution to the Trust during 2008 was RJOFM’s purchase of $120,000 of additional units.
 
The Trust’s performance was positive for the first quarter of 2008.  The Trust’s trading in global equity futures was profitable during the quarter.  The Trust’s trading in global equity futures was profitable during January as U.S. equities suffered through one of the worst Januarys on record.  The rate of decline slowed through February into early March, and then reversed to a modest rally mid March.  There was similar strong performance in the interest rate sector in January as both the long and the short end of the U.S. yield curve rallied sharply in response to weakening economic data, declining stock prices and monetary stimulus.  The interest rate sector was unprofitable in February as the psychology of the market shifted in February and the U.S. yield curve steepened as long-term interest rates moved higher.  This sector was at the center of the storm in March as the U.S. Federal Reserve’s proposal of a financial system overhaul, prompting meaningful price reversals and slight gains for the Trust.  Trading in Currencies was profitable, though more challenging, for the quarter as the dollar declined modestly in January, rallied and then reversed again to continue the decline in February into March.  The fund generated profits in most major currencies against the dollar.  Positions in both precious and base metals, led by silver and gold, were profitable January and February, but with the modest market rally at the end of March, these reversed  and this sector was unprofitable for March.  The energy sector started the year off at a loss as crude and crude products faltered in January from near record high prices.  The surge returned in February and continued into March. Crude oil soared to above $100 and natural gas prices increased more than 7% and were responsible for a majority of the profits.  The bull market in grains and agricultural driven by a weak dollar and demand for food related commodities, continued in January and February supplying the greatest profits mid-quarter.  All reversed in March as grains’ bull market saw a correction and performance drag on the Trust.
 
The Trust’s performance was negative for the second quarter of 2008.  May and June profitability was not enough to recover from losses suffered in April.  With the exception of the energy markets, which  were profitable throughout the quarter, the quarter was marked by trendless, range-bound markets in most cases.  Crude, crude products and natural gas continued to move higher on a weakened dollar and geo-political tensions in the Middle East.  The end of March rally in the global indices sector continued through April, stabilized in May with volatility declining and relatively tight trading ranges, and suffered a significant decline during June.  Higher energy prices, tighter monetary conditions and continued stress in the financial sector depressed prices.  The interest rate sector experienced significant reversals in April.  Throughout the quarter, a seventh interest rate cut, combined with prospects of higher inflation and more stable financial markets, outweighed concerns over slowing economic activity.  Bond prices continued to slide through June, with the trend being slightly disrupted by hawkish tones from central banks, declining stock prices and the flight to quality.  Throughout the quarter positions in European interest rates fared better than those in the U.S. and Asia.  The currency sector was very quiet throughout the quarter.  After the dollar staged a modest recovery in April, there was little evidence of demand for the dollar during the rest of the quarter.  The major currencies were unable to find direction due to changing and conflicting signals on the economy and interest rate differentials.  The metals sector was negative for the quarter as markets were directionless due to ebbing demand driven by a degree of stability in the financial markets.  The agriculture markets, particularly grains, were mixed to profitable through out the quarter.  Grain prices moved higher on concerns of how he Midwest floods would impact planting and future yields.
 
The Trust’s performance was profitable for the third quarter of 2008.  The third quarter began what was one of the most unstable and volatile periods in the history of the U.S. (and later global) financial markets.  The cloud of the US housing and credit crisis started to mushroom and create further turmoil to a point where, by quarter end, the world’s credit markets virtually seized up, commodity prices plunged, some major stock indices declined by more than 10%, and some of the largest U.S. financial institutions were pushed to extinction.  The Trust performance across all sectors was negative for July, but these major market moves served as sources of the Trust’s positive August and September performance as the portfolio shifted to reflect new trends in energy, metals and the U.S. Dollar.  The currency sector was profitable during August with the dollar surging 8% above the mid-July low.  The dollar continued to strengthen as LIBOR rates soared and led to a hoarding of dollars.  By the end of the quarter, the Trust was benefiting from the pronounced downward trend in global equity prices.  Crisis of confidence was punctuated by bankruptcies, mergers and government bailout.  The energy markets continued their decline through August and by September, crude, crude oil products and natural gas were down more than
 
25

 
10% from August close.  A weakening global economy and a strengthening U.S. dollar have negatively impacted demand while supply side fundamentals have not changed.  With the crisis in the credit markets intensifying, global bonds benefited from a flight to quality during August.  During September, the bond market was more challenging as sentiment shifted markedly and prompted a sharp reversal.  Metals continued their decline, influenced by the dollar rally and the decline in demand for commodities.  Gold and silver continued to move lower however, towards the end of the quarter, gold began to break higher while the other metals continued their decline.  Agricultural markets which were unprofitable in July and August turned positive in September as the Trust benefited from short positions across the complex.
 
The Trust’s performance was profitable for the fourth quarter of 2008 as it navigated through extreme volatility and capitalized on market moves of historic proportions.  November  also marked the first month of trading with four new, diverse trading advisors alongside JWH.  The currency sector was the best performing sector for the quarter as the dollar reasserted its status as the world’s reserve currency.  The Trust benefited from the strength of the dollar vs. European currencies and its weakness vs. the Yen.  Later in the quarter, profits were earned in the Euro, Yen, Canadian Dollar and Australian Dollar.  Global Indices sector was profitable in October and November as the slide continued across the globe.  This sector turned negative for the Trust as the decline turned slightly upward by the end of December.  The interest rate sector ended the month  with flat results for the Trust as cross currents passing through the markets affected rate trends.  This sector turned profitable by the end of December as yields continued a steady fall through year end.  Energy positions started the quarter off in positive territory, but turned slightly unprofitable toward the end.  Metals continued their decline from the previous quarter, driven by continued turmoil in the financial markets.  Gold and silver lead the gains in October while aluminum and copper lead the gains in November and December.  The agricultural markets were positive throughout the quarter reflecting the deteriorating prospects for the global economy and demand for food, animal feed and bio-fuels.
 
We thank you for your continued support.
 
Past performance is not indicative of future results.
 
/s/   Thomas J Anderson
Thomas J Anderson
R.J. O’Brien Fund Management, LLC
 
26

 
RJO GLOBAL TRUST
 
Table of Contents
 
Report of Independent Registered Public Accounting Firm – CF & Co., L.L.P.
28
   
Financial Statements:
 
   
Consolidated Statements of Financial Condition as of December 31, 2008 and 2007
29
   
Condensed Consolidated Schedules of Investments as of December 31, 2008 and 2007
30-31
   
Consolidated Statements of Operations, for the years ended December 31, 2008, 2007, and 2006
32
   
Consolidated Statements of Changes in Unitholders’ Capital, for the years ended December 31, 2008, 2007, and 2006
33
   
Notes to Consolidated Financial Statements
34

 
27

 

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

We have audited the accompanying consolidated statements of financial condition, including the condensed consolidated schedules of investments, of RJO Global Trust, formerly known as the JWH Global Trust and Subsidiary (the “Trust”) as of December 31, 2008 and 2007 and the related consolidated statements of operations and changes in unitholders’ capital for each of the three years in the period ended December 31, 2008.  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 RJO Global Trust and Subsidiary as of December 31, 2008 and 2007 and the results of its operations and changes in unitholders’ capital, for each of the three years in the period ended December 31, 2008, 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, 2008 included in “Management’s Report on Internal Control Over Financial Reporting” in the Trust’s December 31, 2008 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 30, 2009
 
 
28

 
 
RJO GLOBAL TRUST AND SUBSIDIARY
 
Consolidated Statements of Financial Condition
 
             
   
December 31,
   
December 31,
 
   
2008
   
2007
 
Assets
           
Assets:
           
Equity in commodity Trading accounts:
           
Cash on deposit with brokers
  $ 83,527,981     $ 72,906,959  
Unrealized gain on open contracts
    1,106,722       1,468,910  
Cash on deposit with bank
    28,562       30,436  
Cash on deposit with bank - Non-Trading
    7,334,582       8,881,327  
      91,997,847       83,287,632  
                 
Interest receivable
    9,415       135,241  
Total Assets
  $ 92,007,262     $ 83,422,873  
                 
Liabilities and Unitholders' Capital
               
Liabilities:
               
Accrued commissions
  $ 242,450     $ 271,984  
Accrued management fees
    119,365       123,807  
Accrued incentive fees
    1,134,235       -  
Accrued offering expenses
    1,108       30,000  
Accrued operating expenses
    315,568       292,627  
Redemptions payable - Trading
    2,815,236       1,641,786  
Accrued legal fees - Non-Trading
    6,149       76,170  
Accrued management fees to U.S. Bank - Non-Trading
    27,477       29,424  
Distribution payable - Non-Trading
    39,801       39,801  
Total liabilities
    4,701,389       2,505,599  
                 
Unitholders' capital:
               
Unitholders’ capital (Trading) (all Class A at December 31, 2008):
               
Beneficial owners (658,747 and 831,874 units outstanding at
               
December 31, 2008 and December 31, 2007, respectively)
    78,645,263       70,450,079  
Managing owner (11,679 and 20,218 units outstanding at
               
December 31, 2008 and December 31, 2007, respectively)
    1,394,355       1,712,262  
                 
Unitholders' capital (LLC equity/Non-Trading):
               
Participating owners (611,108 and 798,724 units outstanding at
               
December 31, 2008 and December 31, 2007, respectively)
    1,953,345       3,075,087  
Nonparticipating owners (1,662,180 and 1,474,564 units outstanding at
               
December 31, 2008 and December 31, 2007, respectively)
    5,312,910       5,679,846  
                 
Total unitholders' capital
    87,305,873       80,917,274  
                 
                 
Total Liabilities and Unitholders’ Capital
  $ 92,007,262     $ 83,422,873  
                 
Net asset value per unit:
               
Trading (all Class A at December 31, 2008)
  $ 119.39     $ 84.69  
LLC equity/Non-Trading
  $ 3.20     $ 3.85  
                 
 
 
 
See accompanying notes to consolidated financial statements.
 

 
29

 
 
RJO GLOBAL TRUST AND SUBSIDIARY
 
Condensed Consolidated Schedule of Investments
 
as of December 31, 2008
 
                   
                   
   
Number of
   
Principal
   
Value/open
 
   
contracts
   
(notional)
   
trade equity
 
Long positions (1.23%)
                 
Futures Positions (1.23%)
                 
Agriculture
    143     $ 3,700,746     $ 262,644  
Currency
    166       29,196,605       312,953  
Energy
    47       2,276,791       (15,025 )
Indices
    2       96,575       (96,575 )
Interest rates
    165       64,017,826       414,481  
Metals
    62       3,413,855       190,371  
                         
     Total long positions
          $ 102,702,398     $ 1,068,849  
                         
Short positions (0.04%)
                       
Future positions (0.04%)
                       
Agriculture
    278     $ 6,016,398     $ (27,872 )
Currency
    25       2,547,180       (30,573 )
Energy
    17       923,156       (9,051 )
Indices
    40       1,340,663       80,642  
Interest rates
    5       2,443,007       (10,528 )
Metals
    63       2,762,199       35,255  
                         
     Total short positions
          $ 16,032,603     $ 37,873  
                         
Total unrealized gain on open contracts (1.27%)
                  $ 1,106,722  
Cash on deposit and open contracts with brokers (95.67%)
                    83,527,981  
Cash on deposit with bank (8.43%)
                    7,363,144  
Other liabilites in excess of assets (-5.37%)
                    (4,691,974 )
Net assets (100.00%)
                  $ 87,305,873  
 
See accompanying notes to consolidated financial statements.
 
30

 
JWH GLOBAL TRUST AND SUBSIDIARY
 
Condensed Consolidated Schedule of Investments
 
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 consolidated financial statements.
 
31

 
RJO GLOBAL TRUST AND SUBSIDIARY
 
Consolidated Statements of Operations
 
                   
   
Years Ended December 31,
 
   
2008
   
2007
   
2006
 
Trading gain (loss):
                 
Gain (loss) on trading of commodity contracts:
                 
Realized gain (loss) on closed positions
  $ 37,750,164     $ (5,619,515 )   $ (23,324,177 )
Change in unrealized gain (loss) on open positions
    (362,188 )     (1,781,034 )     658,599  
Foreign currency transaction gain (loss)
    6,405       (89,989 )     (7,506 )
Total trading gain (loss)
    37,394,381       (7,490,538 )     (22,673,084 )
                         
Investment Income:
                       
Interest Income
    926,298       3,065,274       6,819,136  
                         
Expenses:
                       
Commissions
    4,014,709       5,125,785       9,383,368  
Management fees
    1,611,866       1,796,178       3,123,603  
Incentive fees
    3,498,852       -       -  
Ongoing offering expenses
    473,000       351,000       35,000  
Operating expenses
    833,207       728,777       798,653  
Total expenses
    10,431,633       8,001,740       13,340,624  
                         
Trading income (loss)
    27,889,046       (12,427,004 )     (29,194,575 )
                         
Non-Trading income (loss):
                       
Interest on Non-Trading reserve
    112,785       228,307       29,816  
Loss on Non-Trading assets
    -       -       -  
Collections in excess of impaired value
    2,516,217       6,491,275       -  
Legal and administrative fees
    (476,418 )     (814,142 )     (568,729 )
Management fees paid to US Bank
    (345,769 )     (395,613 )     -  
Non-Trading income (loss)
    1,806,817       5,509,827       (538,913 )
                         
Net income (loss)
  $ 29,695,863     $ (6,917,177 )   $ (29,733,488 )
 
See accompanying notes to consolidated financial statements.
 
 
32

 
 
RJO GLOBAL TRUST AND SUBSIDIARY
 
Consolidated Statement of Changes in Unitholders’ Capital
 
For years ended December 31, 2008, 2007, and 2006
 
                                     
Unitholders' Capital (Trading)
 
Beneficial Owners - Trading
   
Managing Owners - Trading
   
Total Unitholders' Capital - Trading
 
   
Units
   
Dollars
   
Units
   
Dollars
   
Units
   
Dollars
 
                                     
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 income (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  
Net income (loss)
    -       27,221,748       -       667,299       -       27,889,047  
Unitholders’ contributions
    10,736       1,053,815       1,329       120,000       12,065       1,173,815  
Unitholders' reallocation
    -       -       -       -       -       -  
Unitholders’ redemptions
    (183,863 )     (20,080,379 )     (9,868 )     (1,105,206 )     (193,731 )     (21,185,585 )
Balances at December 31, 2008
    658,747     $ 78,645,263       11,679     $ 1,394,355       670,426     $ 80,039,618  
                                                 
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, 2005
    2,273,288     $ 17,666,261       -     $ -       2,273,288     $ 17,666,261  
Net income (loss)
    -       (538,913 )     -       -       -       (538,913 )
Unitholders' reallocation
    (1,017,751 )     (3,488,335 )     1,017,751       3,488,335       -       -  
Reallocation due to redemptions
    -       (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  
Net income (loss)
    -       585,072       -       1,221,745       -       1,806,817  
Reallocation due to redemptions
    (187,616 )     (652,999 )     187,616       652,999       -       -  
Unitholders' distribution
    -       (1,053,815 )     -       (2,241,680 )     -       (3,295,495 )
Balances at December 31, 2008
    611,108     $ 1,953,345       1,662,180     $ 5,312,910       2,273,288     $ 7,266,255  
                                                 
Total Unitholders Capital at December 31, 2008
                                          $ 87,305,873  
                                                 
   
 
           
 
                         
   
Unitholders' Capital
(Trading)
           
Unitholders' Capital
(LLC Equity/Non-Trading)
                       
Net asset value per unit at December 31, 2007
  $ 84.69             $ 3.85                          
Net change per unit
    34.70               (0.65 )                        
Net asset value per unit at December 31, 2008
  $ 119.39             $ 3.20                          
 
See accompanying notes to consolidated financial statements.
 
33

Notes to Consolidated Financial Statements –
December 31, 2008, 2007, 2006
 
(1)
General Information and Summary
 
RJO Global Trust (the “Trust” formerly JWH Global 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, commodity indices 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.  Since December 1, 2006, R.J. O’Brien Fund Management, LLC (“RJOFM” or the “Managing Owner”) has been the Managing Owner of the Trust.  R.J. O’Brien & Associates, LLC (“RJO”), an affiliate of RJOFM, is the clearing broker and the broker for forward contracts for the Trust.  R.J. O’Brien Securities, LLC (“Selling Agent”) is the lead selling agent of the units.
 
The Trust was originally established and operated as a single-advisor commodity pool.  John W. Henry & Company, Inc. (“JWH”) served as the Trust’s sole trading advisor until October 31, 2008.  The advisory agreement between the Trust and JWH provided that JWH had 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 November 1, 2008, the Trust became a multi-advisor commodity pool.  The Managing Owner reallocated the trading of the Trust’s assets among five commodity trading advisors (“CTAs”) by entering into five advisory agreements (collectively the “Advisory Agreements”) with the following CTAs:  JWH, Abraham Trading, L.P. (“ATC”), AIS Futures Management, LLC (“AIS”), Global Advisors, L.P. (“GALP”), and Peninsula, LP (“PLP”). The Advisory Agreements were executed on September 24, 2008 and became effective on November 1, 2008.
 
Units of beneficial ownership of the Trust commenced selling on April 3, 1997.  The Managing Owner filed its latest registration statement on Form S-1 on behalf of the Trust with respect to the registration of 1,000,000 units of beneficial interest on September 19, 2007 (File No. 333-146177).  This registration statement became effective with the Securities and Exchange Commission (the “SEC”) on December 4, 2007 and was amended by Post-Effective Amendment No. 1 on Form S-1, filed with the SEC on April 18, 2008, Post-Effective Amendment No. 2 on Form S-1, filed with the SEC on October 6, 2008, and Post-Effective Amendment No. 3 on Form S-1, filed with the SEC on December 12, 2008.
 
Prior to December 12, 2008, the Trust only offered one class of units for subscription.  As described in the Trust’s Post-Effective Amendment No. 3 on Form S-1, the Trust now offers two classes of units.  Class A units are subject to a selling commission.  Class B units are not charged a selling commission, and will only be offered to certain qualified investors participating in a program through certain financial advisors.  Both Class A and Class B interests are traded pursuant to identical trading programs and differ only in respect to the Managing Owner’s brokerage commission and organization and offering costs.  Currently, all outstanding units are Class A.  See Note  (2)(f) for further detail regarding commissions.
 
The Trust will be terminated on December 31, 2026, unless terminated earlier upon the occurrence of one of the following:
 
(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) dissolution of the Managing Owner of the Trust; (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.
 
Prior to December 1, 2006, the managing owner of the Trust was Refco Commodity Management, Inc. (“RCMI”).  An affiliate of RCMI, Refco Capital Markets, Ltd. (“RCM”) had held certain assets of the Trust, acting as the Trust’s broker of forward contracts during 2005.  During that year, RCM experienced financial difficulties resulting in RCM’s inability to liquidate the assets.  RCM filed for bankruptcy protection in October, 2005. 
 
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 (“Non-Trading Unitholders”).  US Bank National Association (“US Bank”) is the manager of the LLC.  US Bank may make distributions to the Non-Trading Unitholders 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: 
 
34

 
 
(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 Trust shall receive additional units in the Trust at the then net asset value of the Trust (“Participating Owners”).
 
The unitholders have no right 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). 
 
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.
 
Reclassifications of the Trust’s unitholders’ capital (Non-Trading) as of December 31, 2006 have been made to conform to 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 consolidated 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 four-week 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 three-month LIBOR less 100 basis points.  To the extent excess cash is not invested in securities, such cash will be subject to the creditworthiness of the institution where such funds are deposited.
 
(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 Bank of New York Mellon or 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.  As of December 12, 2008 this was reduced to a 1.5% redemption penalty.  Any redemption made in the twelfth month of investment or later will not be subject to any redemption penalty.  The Trust’s Eighth Amended and Restated Declaration and Agreement of Trust contains a full description of redemption and distribution policies.
 
35

 
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.  All unitholders of record as of October 31, 2005 received their pro-rata right to the assets and the 2,273,288 in substitute units that were transferred to the Non-Trading account.  Investors who redeemed from October 31, 2005 through December 31, 2008 received 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, $473,000 in ongoing offering costs were accrued during 2008.
 
(f)    Commissions
 
Commodity brokerage commissions are typically paid upon the completion or liquidation of a trade and are referred to as “round-turn commissions,” which cover both the initial purchase (or sale) and the subsequent offsetting sale (or purchase) of a commodity futures contract. The Trust did not pay commodity brokerage commissions on a per-trade basis until November 1, 2008, but rather paid flat-rate brokerage fees on a monthly basis of 5.0% per annum (or 0.41666% per month) of the Trust’s month-end assets, after reduction of the management fee.  Prior to September 1, 2007, the Trust paid commodity brokerage commissions on a monthly basis of 6.0% per annum.  The clearing brokers received these brokerage fees irrespective of the number of trades executed on the Trust’s behalf.
 
Effective November 1, 2008, the Trust’s brokerage fee constitutes a “wrap fee” of 4.65% to 5.0% of the Trust’s month-end assets on an annual basis (0.3875% to 0.417% monthly) with respect to Class A units and 2.65% to 3.0% of the Trust’s month-end assets on an annual basis (0.221% to 0.25% monthly) with respect to Class B units. The brokerage fee covers the charges described below and not just the cost of brokerage executions, which is paid on a per-trade basis.  “Brokerage fee” includes the following across each class of units:
 

Recipient
Nature of Payment
Class A Units
 
Class B Units
Managing Owner
Brokerage fee
0.75%
 
0.75%
Selling Agent
Selling commission
2.00%
 
0.00%
Managing Owner
Underwriting expenses
0.35%
 
0.35%
Managing Owner
Clearing, NFA and exchange fees
Estimated 1.22% - 1.42%, capped at 1.57%
 
Estimated 1.22% - 1.42%, capped at 1.57%
Liberty Funds Group
Consulting fees
0.33%
 
0.33%
         
Totals
 
4.65% to 5.00%
 
2.65% to 3.00%
 
Currently, all outstanding units are Class A.  In accordance with FINRA regulations, underwriting expenses, including selling commissions, are limited to 10% of either the existing net asset values for all units of record as of November 1, 2008, or 10% of original subscription price for any new subscriptions thereafter.  Once the maximum amount of underwriting  compensation has been met, the Trust will issue an additional class of units which will be charged no selling commissions nor underwriting expenses.  Commissions were not paid with respect to the LLC net assets.
 
(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 consolidated 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.
 
36

 
(i)     Valuation of Assets Held at Refco Capital Markets, Ltd.
 
The Trust recorded an impairment charge against its assets held at RCM at December 31, 2005, based on management’s estimate of fair value at that time.  Subsequent recoveries from RCM were credited against the then book value of the claim.  On June 28, 2007, the Trust’s cumulative recoveries from RCM exceeded the book value of the impaired assets held at RCM, which resulted in no remaining book value for those assets.  All recoveries in excess of the book value of the impaired assets have been recorded as “Collections in excess of impaired value” on the Trust’s consolidated statement of operations.  See Note (6) for further details.  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 estimable.
 
(j) Fair Value Measurements
 
The Trust adopted the provisions of Statement of Financial Accounting Statement No. 157 (“SFAS 157”) “Fair Value Measurements,” on January 1, 2008.  SFAS 157 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.  SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
 
SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
 
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Trust has the ability to access at the measurement date.  An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  The value of the Trust’s exchange-traded futures contracts fall into this category.
 
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  This category includes forward currency contracts and options on forward currency contracts that the Trust values using models or other valuation methodologies derived from observable market data.
 
Level 3 inputs are unobservable inputs for an asset or liability.  Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.  As of and for the year ended December 31, 2008, the Trust did not have any Level 3 assets or liabilities.
 
As of December 31, 2008, the Trust’s financial assets and liabilities consisted of exchange-traded futures contracts valued within Level 1 of the fair value hierarchy.  In the past, and potentially the future, the Trust may invest in inter-bank currency markets valued within Level 2 of the fair value hierarchy.
 
(k)        Recent Pronouncements
 
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”).  SFAS 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities.  This statement requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair values amounts of and gains and losses on derivative instruments, and disclosures about contingent features related to credit risk in derivative agreements. SFAS 161 is effective for the Trust beginning January 1, 2009.  The Trust is evaluating the effect the adoption of SFAS 161 will have on its consolidated financial statements.
 
(3)
Fees
 
Management fees are accrued and paid monthly.  Incentive fees are accrued monthly and paid quarterly.  Through October 31, 2008 all trading decisions for these financial statements were made by JWH.  As of November 1, 2008, the Trust became a multi-advisor commodity pool.  The Managing Owner reallocated the trading of the Trust’s assets among five CTAs (see Note (1)).  As of December 31, 2008, the allocation of assets with respect to each CTA was approximately as follows:  JWH - 22%, AIS - 11%, ATC - 22%, GALP - 21%, PLP - 19%, and 5% unallocated.  On February 1, 2009, the Managing Owner reallocated the trading of the Trust’s assets to add a new CTA – NuWave Investment Management (“NW”), at which time the allocation of assets with respect to each CTA was approximately as follows:  JWH – 18%, AIS – 10%, ATC – 18%, GALP – 18%, PLP – 18%, and NW – 18%.
 
37

 
Under signed agreements the Advisors receive a monthly management fee at the rate of up to 0.167% (up to a 2% annual rate) of the Trust’s month-end net assets calculated after deduction of a the actual brokerage fees.  These fees were not paid on the Non-Trading Account.
 
Also, under signed agreements the Trust pays to the Advisors a quarterly incentive fee equal to 20% of the new trading profits, if any, of the Trust.  The incentive fee is based on the performance of the individual programs utilized by each Advisor of  the Trust.  This fee is also calculated by deducting  the brokerage and management fees.
 
(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 RJO Global Trust, are treated as partnerships.  The only differences in financial and income tax reporting basis are unrealized gains (losses), ongoing offering costs and collections in excess of impaired value on the Non-Trading assets.
 
(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, including, but not limited to Banks and brokers.
 
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.
 
From time to time, 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, 2008, 2007, and 2006, 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, 2008 and 2007, as disclosed in the respective Condensed Consolidated Schedules 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 2(d).  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.  The table below summarizes all recoveries from RCM and distributions to redeemed and continuing unitholders:
 
38

 
 
Recoveries from RCM, Distributions paid by US Bank from the LLC, and effect on impaired value of assets held at RCM
 
   
 
   
 
   
 
   
 
   
Additional Units in Trust for Participating Owners
 
Date
 
Amounts Received from
RCM
   
Balance of
Impaired Value
   
Collections in Excess of
Impaired Value
   
Cash Distributions to Non-Participating
Owners
   
Units
   
Dollars
 
12/29/06
  $ 10,319,318     $ 6,643,944     $ -     $ 4,180,958       54,914     $ 5,154,711  
04/20/07
    2,787,629       3,856,315       -       -       -       -  
06/07/07
    265,758       3,590,557       -       -       -       -  
06/28/07
    4,783,640       -       1,193,083       -       -       -  
07/03/07
    5,654       -       5,654       -       -       -  
08/29/07
    -       -       -       2,787,947       23,183       1,758,626  
09/19/07
    2,584,070       -       2,584,070       -       -       -  
12/31/07
    2,708,467       -       2,708,467       -       -       -  
03/28/08
    1,046,068       -       1,046,068       -       -       -  
04/29/08
    -       -       -       2,241,680       10,736       1,053,815  
06/26/08
    701,148       -       701,148       -       -       -  
12/31/08
    769,001               769,001       -       -       -  
                                                 
Totals
  $ 25,970,753     $ -     $ 9,007,491     $ 9,210,585       88,833     $ 7,967,152  
 
(7)
Financial Highlights
 
The following financial highlights show the Trust’s financial performance of the Trading units for the periods ended December 31, 2008, 2007 and 2006.  Total return is calculated as the change in a theoretical beneficial owner’s investment over the entire period, and is not annualized.  Total return is calculated based on the aggregate return of the Trust’s Trading units taken as a whole.
 
As of November 1, 2008 all Trading units were exchanged for Class A units.  Financial highlights were not affected by the exchange.  No class B units have been issued through December 31, 2008.
 
   
2008
 
2007
 
2006
Per share operating performance:
           
    Net asset value of Trading units, beginning of year
 
 $      84.69
 
 $      93.86
 
 $    112.96
    Total Trading income (loss):
           
         Trading gain (loss)
 
         47.06
 
          (4.49)
 
        (14.77)
         Investment income
 
           1.20
 
           2.91
 
           4.53
         Expenses
 
        (13.56)
 
          (7.59)
 
          (8.86)
    Trading income (loss)
 
         34.70
 
          (9.17)
 
        (19.10)
    Net asset value of Trading units, end of year
 
119.39
 
84.69
 
93.86
             
Total return:
           
    Total return before incentive fees
 
44.96%
 
-9.77%
 
-16.91%
    Less incentive fee allocations
 
-3.98%
 
0.00%
 
0.00%
Total return
 
40.97%
 
-9.77%
 
-16.91%
             
Ratios to average net assets:
           
    Trading income (loss)
 
35.19%
 
-14.00%
 
-18.33%
    Expenses:
           
         Expenses, less incentive fees
 
8.75%
 
9.02%
 
8.37%
         Incentive fees
 
4.41%
 
0.00%
 
0.00%
    Total expenses
 
13.16%
 
9.02%
 
8.37%

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, 2008, 2007, and 2006. The amounts are not annualized.

Acknowledgment
 
To the best of my knowledge and belief, the information contained herein is accurate and complete.
 
/s/    /s/ Thoms J. Anderson
 
Thomas J Anderson
Chief Financial Officer
R.J. O’Brien Fund Management, LLC.,
The Managing Owner and Commodity Pool Operator of
RJO Global Trust
March 30, 2009
 
39

EX-1.01 2 s22-9089_ex101.htm EXHIBIT 1.01 s22-9089_ex101.htm
 
EXHIBIT 1.01
 
SECOND AMENDED AND RESTATED
SELLING AGREEMENT
 
RJO GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)
 
Dated as of November 5, 2008
 

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

 

RJO GLOBAL TRUST
(A DELAWARE BUSINESS TRUST)
 
(SUBSCRIPTION PRICE:
NET ASSET VALUE PER UNIT)
 
SECOND AMENDED AND RESTATED SELLING AGREEMENT
 
as of November 5, 2008
 
R.J. O’Brien Securities LLC
222 S Riverside Plaza Suite 900
Chicago, IL 60606

Dear Sirs:
 
This Second Amended and Restated Selling Agreement the (the “Agreement”) amends and restates, in its entirety, that certain Selling Agreement dated as of October 2, 2007, as amended and restated on November 16, 2007, by and among the Trust, the Managing Owner and the Lead Selling Agent (as defined below).  R.J. O’Brien Fund Management, LLC, a Delaware limited liability company (referred to herein in its corporate capacity and as managing owner. “RJOFM” or “Managing Owner”, became the managing owner to the RJO Global Trust (formerly known as the JWH Global Trust) (the “Trust”) on March 30, 2006.  The Trust 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 beneficial units in the Trust (the “Units”) are offered in one series and may be offered in additional series in the future.  The Units are offered in two classes and may be offered in additional classes in the future.  The assets of the Trust will be allocated to one or more trading advisors (each a “Trading Advisor” and collectively the “Trading Advisors”).  Each Trading advisor is registered with the Commodities Futures Trading Commission (the “CFTC”) as a Commodity Trading Advisor, or exempt from such registration, under the Commodity Exchange Act, as amended (the “CEAct”), and is a member of the National Futures Association (the “NFA”) in such capacity.
 
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, and the Additional Selling Agent agreement (the “Additional Selling Agent Agreement”).
 
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, the Lead Selling Agent, 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)–(xvi) 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;
 
(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”);
 
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(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;
 
(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, was subsequently amended on November 29, 2007 on Form S-1/A, and was declared effective on  December 4, 2007 (SEC File No. 333-146177) (the “2007 Registration”);
 
(xv)  
on April 18, 2008, Post-Effective Amendment No. 1 to the 2007 Registration was filed and declared effective by the SEC on May 1, 2008; and
 
(xvi)  
 on October 6, 2008, Post-Effective Amendment No. 2 to the 2007 Registration was filed and declared effective by the SEC on November  , 2008.
 
(b)  
Copies of the preliminary prospectus contained in each of the Registration Statements referred to in Sections 1(a)(i) - (xvi) above and copies of the final prospectuses thereto have also been, or will be, filed with (i) the CFTC under the CEAct and the rules and regulations promulgated thereunder by the CFTC (the “CFTC Rules”); and (ii) the NFA in accordance with NFA Compliance Rule 2-13. Copies of each of the Registration Statements referred to in Sections 1(a)(i)-(xvi) have also been filed with the Financial Industry Regulatory Authority (“FINRA”) pursuant to its 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.
 
3

 
(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. 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 Amended and Restated Certificate of Trust pursuant to which the Trust has been formed (the “Certificate of Trust”) and the Trust’s Eighth Amended and Restated 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 each Closing Time, as defined in Section 3(a) hereof, will have been taken; and, upon payment of the consideration therefore specified in all accepted Subscription Agreements and Powers of Attorney (the “Subscription Agreement”), 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.
 
(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 agreements among the Trust, the Managing Owner and each Trading Advisor (the “Trading Advisor Agreements”) 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 CEAct 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 CEAct 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 the Trading Advisors and furnished by such Trading Advisors; or with respect to any information contained in the prior versions of the Registration Statements and Prospectuses, referenced in (a)(i)-(xiii), above.
 
 
4

 
(j)  
With respect to RJOFM, KPMG 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 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 Agreements, the Declaration and Agreement of Trust, the Escrow Agreement and this Agreement have each been duly and validly authorized, executed and delivered by the Managing Owner 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.
 
(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.
 
5

 
(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 CEAct 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 CEAct 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 and the Managing Owner, 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 described in the Registration Statement and Prospectus.
 
6

 
(b)  
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.  
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”; and the date of each Closing, each a ‘‘Closing Time”). 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.  Based on the completeness and accuracy in all material respects of all the representations and warranties of the Managing Owner 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
 
7

 
 
 
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 10 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 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 2.0% of the Net Asset Value of each Class A Unit sold by the Registered Representative of each such Additional Selling Agent (the “Selling Commission”). The Managing Owner will pay the Selling Commission at such time as the Units are sold and will be reimbursed by the Trust at a rate of 1/12 of 2.35% of the Net Asset Value of each Class A Unit on a monthly basis until the earlier of (i) such time as the Managing Owner has been reimbursed up to 2.35% of the initial Net Asset Value of the Units or (ii) such time as the respective Units have been held for 12 months (the “Selling Commission Reimbursement”).  No selling commission will be paid with respect to Class B Units.  The Lead Selling Agent will cause the payment of up to 2.0% per annum of the month-end Net Asset Value of the Class A Units attributable to Class A Units sold by a Registered Representative of the Additional Selling Agent to the Registered Representative who, at the time such payment is made, has agreed to provide the additional services described below beginning in the month in which the Managing Owner no longer receives the Selling Commission Reimbursement pursuant to the 4th sentence of this Section 3(b).
 
(c)  
The ongoing compensation described in Section 3(b) will only be paid to eligible Registered Representatives and is contingent upon the provision by a Registered Representative 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.
 
(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 Section 3(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.
 
8

 
(e)  
Payment of such ongoing compensation shall be limited to the maximum amount permissible pursuant to FINRA Rule 2810.
 
(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 Lead Selling Agent or the Managing Owner.
 
(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 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 appoint 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 FINRA Rule 2810 were met as to each subscriber (the basis for determining suitability may include the Subscription Agreements 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:
 
9

 
(i)  
“Summary”
 
(ii)  
“The Risks You Face”
 
(iii)  
“How the Trust Works “
 
(iv)  
“The Trading Advisors”
 
(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.
 
(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, and 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.
 
10

 
SECTION 4.  
COVENANTS OF THE MANAGING OWNER.
 
(a)  
The Managing Owner will notify the Lead Selling Agent 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.
 
(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 CEAct, 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
 
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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 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 5.  
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.
 
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 6.  
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 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.
 
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(b)  
Upon the request of any party hereto, the parties hereto shall 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 7.  
INDEMNIFICATION AND EXCULPATION.
 
(a)  
Indemnification By The Managing Owner. The Managing Owner agrees to indemnify and hold harmless the Lead Selling Agent and each person, if any, who controls the Leading Selling Agent 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 be liable under this indemnity 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 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.
 
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In no case shall the Managing Owner be liable under this indemnity agreement with respect to any claim made against any indemnified party unless the Managing Owner 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 shall not relieve the Managing Owner 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. The Managing Owner 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 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 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 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 The Lead Selling Agent. The Lead Selling Agent agrees to indemnify and hold harmless the Trust and the Managing Owner and each person, if any, who controls the Trust and the Managing Owner 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.
 
(c)  
Contribution. If the indemnification provided for in this Section 7 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 such parties.
 
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SECTION 8.  
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 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 9.  
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 or any person who controls any of the foregoing.
 
    SECTION 10.  
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 10(a)(i) or 10(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 7 hereof. In the event this Agreement is terminated pursuant to Section 10(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 11.  
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.
 
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SECTION 12.  
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; with a copy to Alston & Bird LLP, 90 Park Avenue, New York, New York  10016, Attention Timothy P. Selby.
 
SECTION 13.  
PARTIES.
 
This Agreement shall inure to the benefit of and be binding upon the Lead Selling Agent, the Trust, the Managing Owner, and the Futures Broker, 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.
 
SECTION 14.  
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 15.  
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 16.  
EXHIBITS
 
(a)  
EXHIBIT A: R.J. O’Brien Securities LLC Privacy Policy
 
(b)  
EXHIBIT B: R.J. O’Brien Securities LLC Business Continuity Plan Summary
 
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Very truly yours,


RJO  GLOBAL TRUST

By: R.J. O’Brien Fund Management, LLC, its
Managing Owner


By:________________________________
Name:  Annette A. Cazenave
Title:  Managing Owner


R.J. O’BRIEN SECURITIES, LLC


By:________________________________
Name:  Colleen M. Knupp
Title:  President


R.J. O’BRIEN FUND MANAGEMENT, LLC


By:________________________________
Name:
Title:
 
 
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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.
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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
 
 
 
 
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EX-10.08 3 s22-9089_ex1008.htm EXHIBIT 10.08: ADVISORY AGREEMENT s22-9089_ex1008.htm
CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.
 
EXHIBIT 10.08
 
ADVISORY AGREEMENT
 
THIS AGREEMENT, made as of January 28, 2009, among RJO Global Trust, a Delaware statutory business trust (the “Fund”), R.J. O’Brien Fund Management, LLC, a Delaware limited liability company (the “Managing Owner”), and NuWave Investment Management, LLC, a Delaware limited liability company (the “Trading Advisor”).
 
W I T N E S S E T H :
 
WHEREAS, the Fund has been organized as a Delaware statutory business trust  pursuant to its organizational documents to, among other things, directly or indirectly through one or more commodity trading advisors, trade, buy, sell, spread, or otherwise acquire, hold, or dispose of commodities (including, but not limited to, foreign currencies, mortgage-backed securities, money market instruments, financial instruments, and any other securities or items which are now, or may hereafter be, the subject of futures contract trading), domestic and foreign commodity futures contracts, forward contracts, foreign exchange commitments, options on physical commodities and on futures contracts, spot (cash) commodities and currencies, exchange of futures contracts for physicals transactions, exchange of physicals for futures contracts transactions, and any rights pertaining thereto, whether traded on an organized exchange or otherwise (hereinafter referred to collectively as “futures interests;” provided, however, such definition shall exclude securities futures products as defined by the Commodity Futures Trading Commission (“CFTC”), options in securities futures and options in equities) and securities (such as United States Treasury securities) approved by the CFTC for investment of customer funds and other securities on a limited basis, and to engage in all activities incident thereto;
 
WHEREAS, the Fund is a commodity pool operated by the Managing Owner; and the Fund’s units are being offered pursuant to a registration statement on Form S-1 (No. 333-146177) as from time to time amended filed under the Securities Act of 1933, as amended;
 
WHEREAS, the principals of the Trading Advisor have experience trading in futures interests and the Trading Advisor is willing to provide the services and undertake the obligations as set forth herein;
 
WHEREAS, the Fund and the Managing Owner each desires the Trading Advisor to act as a trading advisor for the Fund and to make investment decisions with respect to futures interests for the Fund and the Trading Advisor desires so to act; and
 
WHEREAS, the Fund, the Managing Owner and the Trading Advisor wish to enter into this Agreement which, among other things, sets forth certain terms and conditions upon which the Trading Advisor will conduct the futures interest trading with respect to a portion of the Fund’s assets, as described herein.
 
NOW, THEREFORE, the parties hereto hereby agree as follows:
 

 
1.  
Undertakings in Connection with the Continuing Offering of Units.
 
(a) The Trading Advisor agrees with respect to the continuing offering of interests (“Units”) in the Fund: (i) to make all disclosures regarding itself, its principals and affiliates, its trading performance, its trading systems, methods and strategies (subject to the need, in the reasonable discretion of the Trading Advisor, to preserve the secrecy of Proprietary Information (as defined in Section 1(c) hereof) concerning such systems, methods and strategies), any client accounts over which it has discretionary trading authority (other than the names of or identifying information with respect to any such clients), and otherwise, as the Fund may reasonably require (x) in connection with Fund’s offering materials (the “Prospectus”) as required by Rule 4.21 of the regulations under the Commodity Exchange Act (the “CEAct”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) including in connection with any amendments or supplements thereto, or (y) to comply with any other applicable law or rule or regulation, including those of the CFTC, the National Futures Association (the “NFA”), the SEC, or any other regulatory or self-regulatory body, exchange, or board with jurisdiction over its members (or to comply with the reasonable request of the aforementioned organizations); and (ii) to otherwise reasonably cooperate with the Fund and the Managing Owner by providing information regarding the Trading Advisor in connection with the preparation of the Prospectus, including any amendments or supplements thereto, as part of making application for registration of the Units under the securities or blue sky laws of any jurisdictions, including foreign jurisdictions, as the Fund may deem appropriate; provided that all such disclosures are subject to the need, in the reasonable discretion of the Trading Advisor, to preserve the secrecy of Proprietary Information concerning its clients, systems methods and strategies. As used herein, unless otherwise provided, the term “principal” shall have the meaning as defined in Rule 4.10(e) of the CFTC’s regulations and the term “affiliate” shall mean an individual or entity that directly or indirectly controls, is controlled by, or is under common control with, such party.  The Managing Owner may, in its sole discretion and at any time, withdraw the SEC registration of the Units or discontinue the offering of Units.
 
(b) If the Trading Advisor becomes aware of any materially untrue or misleading statement or omission regarding itself or any of its principals or affiliates in the Disclosure Document (as defined in Section 19 hereof), or of the occurrence of any event or change in circumstances which would result in there being any materially untrue or misleading statement or omission in the Disclosure Document regarding itself or any of its principals or affiliates, the Trading Advisor shall promptly notify the Managing Owner and shall reasonably cooperate with the Managing Owner in the preparation of any necessary amendments or supplements to the Prospectus. Neither the Trading Advisor nor any of its principals, or affiliates, or any stockholders, officers, directors, or employees shall distribute the Prospectus or selling literature or shall engage in any selling activities whatsoever in connection with the continuing offering of Units except as may be specifically approved by the Managing Owner and agreed to by the Trading Advisor.
 
(c) For purposes of this Agreement, and notwithstanding any of the provisions hereof, all non-public information relating to the Trading Advisor including, but not limited to, records, whether original, duplicated, computerized, handwritten, or in any other form, and information contained therein, business and/or marketing and/or sales plans and proposals, names of past and current clients, names of past, current and prospective contacts, trading
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methodologies, systems, strategies and programs, trading advice, trading instructions, results of proprietary accounts, training materials, research data bases, portfolios, and computer software, and all written and oral information, furnished by the Trading Advisor to the Fund and the Managing Owner and/or their officers, directors, employees, agents (including, but not limited to, attorneys, accountants, consultants, and financial advisors) or controlling persons (each a “Recipient”), regardless of the manner in which it is furnished, together with any analysis, compilations, studies or other documents or records which are prepared by a Recipient of such information and which contain or are generated from such information, regardless of whether explicitly identified as confidential, with the exception of information which (i) is or becomes generally available to the public other than as a result of acts by the Recipient in violation of this Agreement, (ii) is in the possession of the Recipient prior to its disclosure pursuant to the terms hereof, (iii) is or becomes available to the Recipient from a source that is not bound by a confidentiality agreement with regard to such information or by any other legal obligation of confidentiality prohibiting such disclosure, or (iv) that is independently developed by the Recipient without use of the confidential information described in this Section 1(c), are and shall be confidential information and/or trade secrets and the exclusive property of the Trading Advisor (“Confidential Information” and/or “Proprietary Information”).
 
(d) The Fund and the Managing Owner each warrants and agrees that they and their respective officers, directors, members, equity holders, employees and agents (including for purposes of this Agreement, but not limited to, attorneys, accountants, consultants, and financial advisors) will protect and preserve the Confidential Information and will disclose Confidential Information or otherwise make Confidential Information available only to the Fund’s or the Managing Owner’s officers, directors, members, equity holders, employees and agents (including for purposes of this Agreement, but not limited to, attorneys, accountants, consultants, and financial advisors), who need to know the Confidential Information (or any part of it) for the purpose of satisfying their fiduciary, legal, reporting, filing or other obligations hereunder or to monitor performance in the account during the term of this Agreement or thereafter, or to the Fund, Managing Owner or a Recipient, as the case may be, is required to disclose such Confidential Information due to a fiduciary obligation or legal or regulatory request. Additionally, the Fund and the Managing Owner each warrants and agrees that it and any Recipient will use the Confidential Information solely for the purpose of satisfying the Fund’s or the Managing Owner’s obligations under this Agreement and not in a manner which violates the terms of this Agreement.
 
2.  
Duties of the Trading Advisor.
 
(a) Upon the commencement of trading operations on or about February 1, 2009 by the Trading Advisor with respect to a portion of the assets of the Fund, the Trading Advisor hereby agrees to act as a Trading Advisor for the Fund and, as such, shall have authority and responsibility for directing the investment and reinvestment of that portion of the Fund’s assets allocated to the Trading Advisor, which shall consist of the Allocated Net Assets (as defined in Section 5(c) hereof) plus “notional” funds, if any, allocated to the Trading Advisor, as specified in writing by the Managing Owner and consented to by the Trading Advisor (the “Assets”), on the terms and conditions and in accordance with the prohibitions and the trading policies set forth in Exhibit A to this Agreement as amended from time to time and provided in writing to the Trading Advisor by the Managing Owner (the “Trading Policies”); provided,
3


however, that the Managing Owner may override the instructions of the Trading Advisor without notice to the Trading Advisor to the extent necessary (i) to comply with the Trading Policies and with applicable speculative position limits, (ii) to fund any distributions or redemptions, (iii) to pay the Fund’s expenses, (iv) to the extent the Managing Owner believes doing so is necessary for the protection of the Fund, (v) to terminate the futures interest trading of the Account (as defined in Section 4) with the Trading Advisor, or (vi) to comply with any applicable law or regulation. The Managing Owner agrees not to override any such instructions for the reasons specified in clauses (ii) or (iii) of the preceding sentence unless the Trading Advisor fails to comply with a request of the Managing Owner to make the necessary amount of funds available to the Fund within two trading days of such request.  The Trading Advisor shall not be liable for the consequences of any decision by the Managing Owner to override instructions of the Trading Advisor, except to the extent that such consequences result from a material breach of this Agreement by the Trading Advisor or the Trading Advisor fails to comply with the Managing Owner’s decision to override an instruction.  Notwithstanding anything to the contrary contained in this Agreement, the Fund shall have the right to instruct the Trading Advisor to liquidate any or all positions at any time.
 
(b) The Trading Advisor shall:
 
(i) Exercise good faith and due care in trading futures interests for the account of the Fund in accordance with the prohibitions and Trading Policies, and the trading systems, methods, and strategies of the Trading Advisor described in the Disclosure Document, with such changes and additions to such trading systems, methods or strategies as the Trading Advisor, from time to time, incorporates into its trading approach for accounts the size of the Fund.
 
(ii) Provide the Managing Owner, within 45 days of the end of a calendar quarter, and within 45 days of a separate request which the Managing Owner may make from time to time, with information comparing the performance of the Fund’s account and the performance of a representative sample of other client accounts, including the composite performance of all accounts managed (“Other Accounts”) directed by the Trading Advisor using the trading systems used by the Trading Advisor on behalf of the Fund over a specified period of time for the purpose of confirming that the Fund has been treated equitably compared to such Other Accounts.  In providing such information, the Trading Advisor may take such steps as are necessary to assure the confidentiality of the Trading Advisor’s clients’ identities. The Trading Advisor shall, upon the Managing Owner’s request, consult with the Managing Owner concerning any discrepancies between the performance of such Other Accounts and the Fund’s account. The Trading Advisor shall promptly inform the Managing Owner in writing of any material discrepancies of which the Trading Advisor is aware. The Managing Owner acknowledges that the following differences in accounts, among other reasons, may cause divergent trading results:  different trading strategies, methods or degrees of leverage, different trading policies, accounts experiencing differing inflows or outflows of equity, different risk profiles, accounts which commence trading at different times and accounts which have different portfolios or different fiscal years.
 
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(iii) Inform the Managing Owner when the Trading Advisor’s open positions maintained by the Trading Advisor exceed the Trading Advisor’s applicable speculative position limits.
 
(iv) Upon request of the Managing Owner, promptly provide the Managing Owner with all information concerning the Trading Advisor and its activities reasonably requested by the Managing Owner (including, without limitation, information relating to changes in control, key personnel, trading approach, or financial condition).  Additionally, the Trading Advisor agrees to furnish R.J. O’Brien & Associates, LLC (“RJOB”) by telephone, facsimile or electronic data transmission  (i) a final report of all trades at the end of each business day and (ii) a report of any trade made involving an individual market position with a required initial margin equal to 10% or more of the Assets within 30 minutes of the Trading Advisor’s receipt of confirmation, verbal or otherwise, from the executing broker that such a trade has been executed.  The Trading Advisor further acknowledges and agrees that the timely provision of all such information is of the essence in order to enable the Fund, its designated entities, and RJOB to monitor and comply with mandatory risk control algorithms imposed upon the operation of the Fund.
 
(c) All purchases and sales of futures interests pursuant to this Agreement shall be for the account, and at the risk, of the Fund and not for the account, or at the risk of the Trading Advisor or any of its affiliates or each of their principals, stockholders, directors, officers, or employees, or any other person, if any, who controls the Trading Advisor. All brokerage commissions and related transaction fees arising from such trading by the Trading Advisor shall be for the account of the Fund.
 
(d) Subject to Section 8(a) hereof, *.  The Trading Advisor shall have an affirmative obligation to promptly notify the Managing Owner upon discovery of its own errors with respect to the account, and the Trading Advisor shall use its commercially reasonable efforts to identify and promptly notify the Managing Owner of any order or trade which the Trading Advisor reasonably believes was not executed in accordance with its instructions to any Commodity Broker or such other commodity broker utilized to execute orders for the Fund.
 
(e) Prior to the commencement of trading by the Fund, the Managing Owner, on behalf of the Fund, shall deliver to the Trading Advisor a trading authorization appointing the Trading Advisor the Fund’s attorney-in-fact for such purpose (a form of which is attached hereto as Exhibit B).
 
(f) In performing services to the Fund, the Trading Advisor shall utilize its Combined Futures Portfolio (2x) (the “Trading Program”), as described in the Disclosure Document, and as modified from time to time. The Trading Advisor shall give the Managing Owner prior written notice of any change in the Trading Program that the Trading Advisor considers to be material (and shall not effect such change on behalf of the Fund without the Managing Owner’s consent), including any additional futures interests to be traded by the Trading Advisor not already listed on Exhibit C.  Changes in the futures interests traded, provided that such futures interests are listed on Exhibit C, shall not be deemed a modification of the Trading Program.


* Confidential material redacted and filed separately with the Commission.
 
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3.  
Trading Advisor as an Independent Contractor.
 
For all purposes of this Agreement, the Trading Advisor shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.  Nothing contained herein shall be deemed to require the Fund to take any action contrary to its governing documents as from time to time in effect, or any applicable law or rule or regulation of any regulatory or self-regulatory body, exchange, or board. Nothing herein contained shall constitute the Trading Advisor or the Managing Owner as members of any partnership, joint venture, association, syndicate or other entity, or be deemed to confer on any of them any express, implied, or apparent authority to incur any obligation or liability on behalf of any other. It is expressly agreed that the Trading Advisor is neither a promoter, sponsor, underwriter, placement agent, or issuer with respect to the Fund, nor does the Trading Advisor have any authority or responsibility with respect to the offer, sale or issuance of Units.
 
4.  
Commodity Broker.
 
The Trading Advisor shall effect all transactions in futures interests for the Fund through the Fund’s separate account of the Fund to be traded exclusively by the Trading Advisor (the “Account”) maintained with RJOB or such commodity broker or brokers as the Managing Owner shall direct and appoint from time to time (the “Commodity Brokers”).
 
Notwithstanding the foregoing, the Trading Advisor may execute trades through floor brokers other than those employed by RJOB and its affiliates so long as arrangements (including executed give-up agreements) are made for such floor brokers to “give-up” or transfer the positions to RJOB in conformity with the Trading Policies set forth in Exhibit A attached hereto.
 
5.  
Fees.
 
(a) For the services to be rendered to the Fund by the Trading Advisor under this Agreement:
 
(i) The Fund shall pay the Trading Advisor a monthly management fee equal to 1/12 of *% (a *% annual rate) of the Assets allocated to it (as defined in Section 2(a) hereof) as of the last day of each month (the “Management Fee”).  The Management Fee is payable in arrears within 20 Business Days of the end of the month for which it was calculated.  For purposes of this Agreement, “Business Day” shall mean any day which the securities markets are open in the United States.
 
(ii) The Fund shall pay the Trading Advisor an incentive fee equal to 20% of the New Trading Profit (as defined in Section 5(d) hereof) that shall accrue monthly but is not payable until the end of each calendar quarter (the “Incentive Fee”).  The initial incentive period will commence on the date the Trading Advisor commences trading the Account and shall end on the last day of the then-current calendar quarter.  The Incentive Fee is payable within 20 Business Days of the end of the calendar quarter for which it was calculated.
 
 

* Confidential material redacted and filed separately with the Commission.

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(b) If this Agreement is terminated on a date other than the last day of a calendar quarter, the Incentive Fee shall be determined as if such date were the end of a calendar quarter. If this Agreement is terminated on a date other than the end of a month, the Management Fee described above shall be determined as if such date were the end of a month, but such fee shall be prorated based on the ratio of the number of trading days in the month through the date of termination to the total number of trading days in the month. If, during any month after the Trading Advisor commences trading operations on behalf of the Account (including the month in which the Trading Advisor commences such operations), the Fund does not conduct business operations, or suspends trading for the Account, or, as a result of an act or material failure to act by the Trading Advisor, is otherwise unable to utilize the trading advice of the Trading Advisor on any of the trading days of that month for any reason, the Management Fee shall be prorated based on the ratio of the number of trading days in the month which the Account engaged in trading operations or utilizes the trading advice of the Trading Advisor to the total number of trading days in the month. The Management Fee payable to the Trading Advisor for the month in which the Fund begins to receive trading advice from the Trading Advisor pursuant to this Agreement shall be prorated based on the ratio of the number of trading days in the month from the day the Fund begins to receive such trading advice to the total number of trading days in the month. In the event that there is an increase or decrease in the Assets as of any day other than the first day of a month, the Trading Advisor shall be paid a pro rata Management Fee on such increase or decrease in the Assets for such month.
 
(c) The term “Allocated Net Assets” shall mean the total assets of the Fund allocated to the Account (including, but not limited to, all cash and cash equivalents, accrued interest and amortization of original issue discount, and the market value (marked-to-market) of all open futures interest positions and other assets of the Account) less all liabilities of the Fund determined in accordance with generally accepted accounting principles consistently applied under the accrual basis of accounting. Unless generally accepted accounting principles require otherwise, the market value of a futures or option contract traded on a United States exchange shall mean the settlement price on the exchange on which the particular futures or option contract shall be traded by the Trading Advisor on behalf of the Account with respect to which the Net Assets are being determined; provided, however, that if a contract could not be liquidated on such day due to the operation of daily limits or other rules of the exchange on which that contract shall be traded or otherwise, the settlement price on the first subsequent day on which the contract could be  liquidated shall be the market value of such contract for such day, or if a contract could not be liquidated on such day due to the exchange being closed for an exchange holiday, the settlement price on the most recent preceding day on which the contract could have been liquidated shall be the market value of such contract for such day.  The market value of a forward contract or a futures or option contract traded on a foreign exchange or market shall mean its daily settlement price as published by the foreign exchange, or if such settlement price is unavailable, the market value as determined by the Managing Owner on a basis consistently applied for each different variety of contract.
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(d) The term “New Trading Profit” shall mean net futures interest trading profits (realized and unrealized) on the Assets, decreased proportionally by the Trading Advisor’s monthly Management Fees and brokerage commissions and NFA fees applicable to the Account.  Interest income is not included in New Trading Profit. Extraordinary expenses do not reduce New Trading Profit.  Such trading profits and items of decrease shall be determined from the end of the last calendar quarter in respect of which an Incentive Fee was earned by the Trading Advisor or, if no Incentive Fee has been earned previously by the Trading Advisor, from the date that the Trading Advisor commenced managing the Assets, to the end of the calendar quarter as of which such Incentive Fee calculation is being made. New Trading Profit shall be calculated before reduction for Incentive Fees paid or accrued so that the Trading Advisor does not have to earn back Incentive Fees.
 
(e) If any payment of Incentive Fees is made to the Trading Advisor on account of New Trading Profit earned by the Trading Advisor and the Trading Advisor thereafter fails to earn New Trading Profit or experiences losses for any subsequent incentive period, the Trading Advisor shall be entitled to retain such amounts of Incentive Fees previously paid to the Trading Advisor in respect of such New Trading Profit. No Incentive Fees shall be payable to the Trading Advisor until the Trading Advisor has earned New Trading Profit; provided, however, that if the Assets are reduced because of redemptions that occur at the end of, and/or subsequent to, a calendar quarter in which the Trading Advisor experiences a futures interest trading loss for the Fund, the trading loss that must be recovered before the Trading Advisor will be deemed to experience New Trading Profit in a subsequent calendar quarter will be equal to the amount determined by (x) dividing the Assets after such decrease by the Assets in immediately before such decrease and (y) multiplying that fraction by the amount of the unrecovered futures interest trading loss prior to such decrease. In the event that the Trading Advisor experiences a trading loss in more than one calendar quarter without the Trading Company paying an intervening Incentive Fee and Assets are reduced in more than one such calendar quarter because of redemptions, then the trading loss for each such calendar quarter shall be adjusted in accordance with the formula described above and such reduced amount of futures interest trading loss shall be carried forward and used to offset subsequent futures interest trading profits. No Incentive Fees shall be payable to the Trading Advisor until the Trading Advisor has earned New Trading Profit.
 
6.  
Designation of Additional Trading Advisors and Reallocation of Net Assets
 
(a)           If the Managing Owner at any time deems it to be in the best  interests  of  the  Fund, the  Managing Owner may designate  one or more additional trading advisors for  the Fund and  may  apportion  to  such  additional trading advisor(s) the management of such amounts of the Fund’s assets as  the Managing Owner shall determine in its absolute discretion.   The designation of an additional trading advisor or advisors and  the apportionment of the Fund’s assets to such trading advisor(s)  pursuant to  this  Section  6 shall neither terminate this  Agreement  nor modify in any regard the respective rights and obligations of the Fund, the Managing Owner and  the  Trading Advisor hereunder.  In the event that assets are reallocated from the Trading  Advisor,  the Trading Advisor shall  thereafter  receive management  and  incentive  fees  based,  respectively, on Assets, as reduced pursuant to this Section 6(a) and  the Trading  Profits attributable to such reduced Assets.
 
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(b)           The Managing Owner may at any time and from time to time upon three business days' prior notice reallocate Assets to any other trading advisor or advisors of the Fund or allocate additional Assets upon three business days' prior notice to the Trading Advisor from such other trading advisor or advisors; provided that any such addition to or withdrawal from Assets will only take place on the last day of a month unless the Managing Owner reasonably determines that the best interests of the Fund require otherwise.  The Trading Advisor shall have the right to refuse any additional allocations to be made pursuant to this Section 6(b).

(c)           The Managing Owner shall not, without the consent of the Trading Advisor, allocate to the Trading Advisor "notional" assets of the Fund.

7.  
Term
 
(a) This Agreement shall continue in effect for a period of one year from the date the Agreement was entered into unless otherwise terminated as set forth in this Section 7. If the Agreement is not terminated upon the expiration of such one-year period, this Agreement shall automatically renew for an additional one-year period and shall continue to renew for additional one-year periods until this Agreement is otherwise terminated, as provided for herein.  The Trading Advisor may terminate this Agreement at the end of any one-year period by providing prior written notice of termination to the Fund at least sixty days prior to the expiration of such one-year period.  This Agreement shall automatically terminate if the Fund is dissolved.
 
(b) The Fund and Managing Owner each shall have the right to terminate this Agreement in its discretion (i) at any month end upon five days’ prior written notice to the Trading Advisor, or (ii) at any time upon prior written notice to the Trading Advisor upon the occurrence of any of the following events: (A) if any person described as a “principal” of the Trading Advisor in the Prospectus ceases for any reason to be an active “principal” of the Trading Advisor; (B) if the Trading Advisor becomes bankrupt or insolvent; (C) if the Trading Advisor is unable to use its trading systems or methods as in effect on the date hereof and as modified in the future for the benefit of the Fund; (D) if the registration, as a commodity trading advisor, of the Trading Advisor with the CFTC or its membership in the NFA is revoked, suspended, terminated, or not renewed, or limited or qualified in any respect; (E) except as provided in Section 12 hereof, if the Trading Advisor merges or consolidates with, or sells or otherwise transfers its advisory business, or all or a substantial portion of its assets, any portion of its futures interest trading systems or methods, or its goodwill to, any individual or entity; (F) if, at any time, the Trading Advisor violates any Trading Policy or administrative policy, except with the prior express written consent of the Managing Owner; or (G) if the Trading Advisor fails in a material manner to perform any of its obligations under this Agreement.
 
(c) The Trading Advisor may terminate this Agreement at any time, upon thirty days’ prior written notice to the Fund and Managing Owner, in the event: (A) that the Managing Owner imposes additional trading limitation(s) in the form of one or more Trading Policies or administrative policies that the Trading Advisor does not consent to, such consent not to be unreasonably withheld; (B) the Managing Owner objects to the Trading Advisor implementing a proposed material change to the Trading Program and the Trading Advisor certifies to the Managing Owner in writing that it believes such change is in the best interests of
9


the Fund; (C) the Managing Owner or the Fund materially breaches this Agreement and does not correct the breach within ten days of receipt of a written notice of such breach from the Trading Advisor; (D) the Assets fall below $* (after adding back trading losses) at any time; (E) the Fund becomes bankrupt or insolvent, (F) the registration of the Managing Owner with the CFTC as a commodity pool operator or its membership in the NFA is revoked, suspended, terminated or not renewed, or limited or qualified in any respect, or (G) in the event that the Managing Owner overrides a trade instruction of the Trading Advisor pursuant to Section 2(a).  If the Managing Owner or Fund merges, consolidates or sells a substantial portion of its assets pursuant to Section 12 of this Agreement, the Trading Advisor may terminate this Agreement upon prior written notice to the Managing Owner and Fund.
 
(d) Except as otherwise provided in this Agreement, any termination of this Agreement in accordance with this Section 7 shall be without penalty or liability to any party, on account of such termination.
 
(e) The indemnities set forth in Section 8 hereof shall survive any termination of this Agreement.
 
8.  
Standard of Liability: Indemnifications.
 
(a) Limitation of Trading Advisor Liability. In respect of the Trading Advisor’s role in the futures interests trading of the Fund, the Trading Advisor shall not be liable to the Fund or the Managing Owner or their partners, directors, officers, principals, managers, members, shareholders, employees, controlling persons or successors and assigns except that the Trading Advisor shall be liable for acts or omissions that constitute a breach of this Agreement or a representation, warranty or covenant herein, willful misconduct or gross negligence, or are the result of the Trading Advisor not having acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interests of the Fund.
 
(b) Trading Advisor Indemnity in Respect of Management Activities. The Trading Advisor shall indemnify, defend and hold harmless the Fund and the Managing Owner, their controlling persons, their affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs, and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (d) below); provided that a court of competent jurisdiction upon entry of a final judgment finds (or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Fund and the Trading Advisor, such approval not to be unreasonably withheld) to the effect that the action or inaction of the Trading Advisor that was the subject of the demand, claim, lawsuit, action, or proceeding constituted gross negligence, willful misconduct, or a breach of this Agreement by the Trading Advisor or a representation, warranty or covenant of the Trading Advisor, its controlling persons, its affiliates and its respective directors, officers, shareholders, employees, and controlling persons and was not done in good faith.


* Confidential material redacted and filed separately with the Commission.
 
10

 
(c) Fund Indemnity in Respect of Management Activities.  The Fund shall indemnify, defend and hold harmless the Trading Advisor, its controlling persons, their affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons, from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Fund shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding (other than those incurred as a result of claims brought by or in the right of an indemnified party) relating to this Agreement (except as covered by paragraph (e) below); provided that a court of competent jurisdiction upon entry of a final judgment finds (or, if no final judgment is entered, by an opinion rendered by counsel who is approved by the Fund and the Trading Advisor, such approval not to be unreasonably withheld) to the effect that the action or inaction of the Fund that was the subject of the demand, claim, lawsuit, action, or proceeding constituted gross negligence, willful misconduct, or a breach of this Agreement by the Fund or a representation, warranty or covenant of the Fund, its controlling persons, its affiliates and directors, officers, shareholders, employees, and controlling persons and was not done in good faith.
 
(d) Trading Advisor Indemnity in Respect of Sale of Units. The Trading Advisor shall indemnify, defend and hold harmless the Fund, the Managing Owner, any selling agent, their controlling persons and their affiliates and their respective directors, officers, principals, managers, members, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities, costs, and expenses, (joint and several), to which any indemnified person may become subject (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Trading Advisor shall have approved such settlement, and in connection with any administrative proceedings), in respect of the offer or sale of Units, insofar as and only to the extent that such losses, claims, damages, liabilities, costs, or expenses (or action in respect thereof) arise out of, or are based upon a breach by the Trading Advisor of any applicable laws or regulations or any representation, warranty or agreement in this Agreement.
 
(e)  Fund Indemnity in Respect of Sale of Units. The Fund shall indemnify, defend and hold harmless the Trading Advisor its controlling persons, their affiliates and their respective directors, officers, principals, managers, members shareholders, employees and controlling persons from and against any loss claim, damage, liability, cost, and expense, joint and several, to which any indemnified person may become subject (including any reasonable investigatory, legal, accounting and other expenses incurred in connection with, and any amounts paid in, any litigation or other proceeding or any settlement; provided that, solely in the case of a settlement, the Fund shall have approved such settlement, and in connection with any administrative proceedings), in respect of the offer or sale of Units, unless such loss, claim, damage, liability, cost, or expense (or action in respect thereof) arises out of, or is based upon (i) a breach by the Trading Advisor of any applicable laws or regulations or any representation, warranty or agreement in this Agreement; or (ii) any materially untrue statement or omission relating or with respect to the Trading Advisor, or any of its principals or their operations, trading systems, methods or performance that was made in the Prospectus or in any other sales literature and furnished by the Trading Advisor for inclusion therein.
 
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(f) Subject to Section 8(a) hereof, the foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified person.
 
(g) Promptly after receipt by an indemnified person of notice of the commencement of any action, claim, or proceeding to which any of the indemnities may apply, the indemnified person will notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against the indemnifying party hereunder; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified person hereunder, except where such omission has materially prejudiced the indemnifying party. In case any action, claim, or proceeding is brought against an indemnified person and the indemnified person notifies the indemnifying party of the commencement thereof as provided above, the indemnifying party will be entitled to participate therein and, to the extent that the indemnifying party desires, to assume the defense thereof with counsel selected by the indemnifying party and not unreasonably disapproved by the indemnified person. After notice from the indemnifying party to the indemnified person of the indemnifying party’s election so to assume the defense thereof as provided above, the indemnifying party will not be liable to the indemnified person under the indemnity provisions hereof for any legal and other expenses subsequently incurred by the indemnified person in connection with the defense thereof, other than reasonable costs of investigation.
 
Notwithstanding the preceding paragraph, if in any action, claim, or proceeding as to which indemnification is or may be available hereunder, an indemnified person reasonably determines that its interests are or may be adverse, in whole or in part, to the indemnifying party’s interests or that there may be legal defenses available to the indemnified person that are different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified person may retain its own counsel in connection with such action, claim, or proceeding and will be indemnified (provided the indemnified person is so entitled) by the indemnifying party for any legal and other expenses reasonably incurred in connection with investigating or defending such action, claim, or proceeding.
 
In no event will the indemnifying party be liable for the fees and expenses of more than one counsel for all indemnified persons in connection with any one action; claim, or proceeding or in connection with separate but similar or related actions, claims, or proceedings in the same jurisdiction arising out of the same general allegations. The indemnifying party will not be liable for any settlement of any action, claim, or proceeding effected without the indemnifying party’s express written consent, but if any action, claim, or proceeding, is settled with the indemnifying party’s express written consent, the indemnifying party will indemnify, defend, and hold harmless an indemnified person as provided in this Section 8.
 
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9.  
Right to Advise Others and Uniformity of Acts and Practices.
 
(a) The Trading Advisor is engaged in the business of advising clients as to the purchase and sale of futures interests. During the term of this Agreement, the Trading Advisor, its principals and affiliates, will be advising other clients (including affiliates and the stockholders, officers, directors, and employees of the Trading Advisor and its affiliates and their families) and trading for their own accounts. The Trading Advisor will use its commercially reasonable efforts to implement a fair and consistent allocation policy that seeks to ensure that all clients are treated equitably and positions allocated as nearly as practicable in proportion to the assets available for trading of the accounts managed or controlled by the Trading Advisor.  Upon written request, the Managing Owner may request a copy of the Trading Advisor’s procedures regarding the equitable treatment of trades across accounts.  Such procedures shall be provided to the Managing Owner within 30 days of such request by the Managing Owner.  Except as otherwise set forth herein, the Trading Advisor and its principals and affiliates agree to treat the Fund in a fiduciary capacity to the extent recognized by applicable law, but subject to that standard.  Under no circumstances shall the Trading Advisor by any act or omission knowingly or intentionally favor any account advised or managed by the Trading Advisor over the account of the Fund with respect to the Trading Advisor’s trading activities. Nothing contained in this Section 9(a) shall preclude the Trading Advisor from charging different management and/or incentive fees to its clients. Subject to the Trading Advisor’s obligations under applicable law, the Trading Advisor or any of its principals or affiliates shall be free to advise and manage accounts for other clients and shall be free to trade on the basis of the same trading systems, methods, or strategies employed by the Trading Advisor for the account of the Fund, or trading systems, methods, or strategies that are entirely independent of, or materially different from, those employed for the account of the Fund, and shall be free to compete for the same futures interests as the Fund or to take positions opposite to the Fund, where such actions do not knowingly or intentionally prefer any of such accounts over the account of the Fund on an overall basis.
 
(b) The Trading Advisor shall not be restricted as to the number or nature of its clients, except that: (i) so long as the Trading Advisor acts as a trading advisor for the Fund, neither the Trading Advisor nor any of its principals or affiliates shall knowingly hold any position or control any other account that would cause the Fund, the Trading Advisor, or the principals or affiliates of the Trading Advisor to be in violation of the CEAct or any regulations promulgated thereunder, any other applicable law, or any applicable rule or regulation of the CFTC or any other regulatory or self regulatory body, exchange, or board; and (ii) neither the Trading Advisor nor any of its principals or affiliates shall render futures interests trading advice to any other individual or entity or otherwise engage in activity that shall knowingly cause positions in futures interests to be attributed to the Trading Advisor under the rules or regulations of the CFTC or any other regulatory or self regulatory body, exchange, or board so as to require the significant modification of positions taken or intended for the account of the Fund; provided that the Trading Advisor may modify its trading systems, methods or strategies to accommodate the trading of additional funds or accounts.  If applicable speculative position limits are exceeded by the Trading Advisor in the opinion of (i) the CFTC, or (ii) any other regulatory or self regulatory body, exchange, or board, the Trading Advisor and its principals and affiliates shall promptly liquidate positions in all of their accounts, including the Fund’s account, as to which positions are attributed to the Trading Advisor as nearly as possible in proportion to the accounts
13


respective amounts available for trading (taking into account different degrees of leverage and “notional” equity) to the extent necessary to comply with the applicable position limits; provided that, if such speculative position limits have been set by the Fund’s futures commission merchant (rather than by an exchange directly), the Trading Advisor may liquidate positions in only the accounts held by such futures commission merchant.
 
10.  
Representations, Warranties, and Covenants of the Trading Advisor.
 
(a) Representations and Warranties of the Trading Advisor. The Trading Advisor represents and warrants to and agrees with the Managing Owner and the Fund as follows:
 
(i) It will exercise good faith and due care in implementing the Trading Program on behalf of the Fund as described in the Disclosure Document (as modified from time to time) or any other trading programs agreed to by the Managing Owner and the Trading Advisor.
 
(ii) The Trading Advisor shall follow and comply with, at all times, the Trading Policies in all material respects.
 
(iii) The Trading Advisor shall trade the Assets pursuant to the same trading programs described in the Disclosure Document unless the Managing Owner and the Trading Advisor agree otherwise.
 
(iv) The Trading Advisor is duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business as a foreign limited liability company and is in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to so qualify would materially adversely affect the Trading Advisor’s ability to perform its duties under this Agreement. The Trading Advisor has full power and authority to perform its obligations under this Agreement. The only principals of the Trading Advisor are those set forth in the Disclosure Document (the “Trading Advisor Principals”).
 
(v) The Disclosure Document contains all statements and information required to be included therein under the CEAct and other applicable laws, and such information is accurate and complete in all material respects as of the date of the Disclosure Document.
 
(vi) All references to the Trading Advisor and the Trading Advisor Principals and trading systems, methods and performance in the Prospectus are accurate and complete in all material respects. With respect only to the Trading Advisor, the Trading Advisor Principals, and the Trading Advisor’s trading systems, methods and prior trading performance:  (i) the Prospectus contains all statements and information required to be included therein under the CEAct and the rules and regulations thereunder, and (ii) the Prospectus does not contain, and will not during the term of this Agreement contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which
14


such statements were made, not misleading. Except as otherwise disclosed in the Prospectus, the actual performance of each discretionary account directed by the Trading Advisor or any principal or affiliate of the Trading Advisor over the past five  years and year-to-date is disclosed in the Prospectus on either a composite or a stand alone basis. The actual performance of such accounts set forth in the Prospectus has been calculated and presented in accordance with the descriptions therein and is complete and accurate in all material respects.  Other than as expressly set forth in this subsection (vi), the Trading Advisor shall have no responsibility for the content of the Prospectus.
 
(vii) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Trading Advisor and is a valid and binding agreement of the Trading Advisor enforceable in accordance with its terms.
 
(viii) Each of the Trading Advisor and the Trading Advisor Principals has all federal, state and foreign governmental, regulatory and exchange licenses and approvals and has effected all filings and registrations with federal, state and foreign governmental and regulatory agencies required to conduct its business and to act as described in the Disclosure Document or required to perform its or his obligations under this Agreement. The Trading Advisor is registered as a commodity trading advisor under the CEAct and is a member of the NFA in such capacity.
 
(ix) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein, the consummation of the transactions contemplated herein and the payment of the fees hereunder will not violate, or constitute a breach of, or default under, the certificate of incorporation or bylaws (or any other organizational documents) of the Trading Advisor or any agreement or instrument by which it is bound or of any order, rule, law or regulation binding on it of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over it.
 
(x) Since the respective dates as of which information is given in the Disclosure Document, and except as may otherwise be stated in or contemplated by the Disclosure Document, to the knowledge of the Trading Advisor after due inquiry, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Trading Advisor or any Trading Advisor Principal.
 
(xi) Except as set forth in the Disclosure Document there have not been and there is not pending, or to the best of the Trading Advisor’s knowledge after due inquiry, threatened, any action, suit or proceeding against the Trading Advisor before or by any court or other governmental body to which the Trading Advisor or any Trading Advisor Principal is or was a party, or to which any of the assets of the Trading Advisor is or was subject and which resulted in or might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the Trading Advisor.  None of the Trading Advisor or any Trading Advisor Principal has received any notice of an investigation by the NFA, CFTC or other administrative agency or self-regulatory body (whether United States or foreign) regarding noncompliance by the Trading Advisor or any of the Trading Advisor Principals with the CEAct or any other applicable law.
 
15

 
(xii) Neither the Trading Advisor nor any Trading Advisor Principal has received, or is 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 Fund.
 
(xiii) Participation by the Trading Advisor in accordance with the terms hereof will not violate any provisions of the Investment Advisers Act of 1940, as amended.
 
(xiv) Neither the Trading Advisor nor any Trading Advisor Principal will use or distribute the Prospectus or any selling literature or engage in any selling activities whatsoever in connection with the offering of the Units.
 
         (xv) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which the Trading Advisor reasonably believes will make any of the foregoing representations or warranties inaccurate, the Trading Advisor shall promptly notify the Managing Owner and the Fund of the nature of such event.

(b) Covenants of the Trading Advisor.  The Trading Advisor covenants and agrees that:
 
(i) The Trading Advisor shall maintain all registrations and memberships necessary for the Trading Advisor to continue to act as described herein and to at all times comply in all respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Trading Advisor’s ability to act as described herein.
 
(ii) The Trading Advisor shall promptly inform the Managing Owner if the Trading Advisor or any Trading Advisor Principal becomes the subject of any investigation, claim or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting (or which may, with the passage of time, materially affect) the business of the Trading Advisor. The Trading Advisor shall also promptly inform the Managing Owner if the Trading Advisor becomes aware of any breach of this Agreement by the Trading Advisor.
 
(iii) The Trading Advisor agrees to reasonably cooperate by providing information regarding itself and its performance in the preparation of any amendments or supplements to the Prospectus (subject to the limitation set forth in Section 1 hereof).
 
16

 
11.  
Representations and Warranties of the Fund and the Managing Owner; Covenants of the Managing Owner.
 
(a) The Fund and the Managing Owner represent and warrant to the Trading Advisor, as follows:
 
(i) The Fund is a Delaware statutory trust formed pursuant to its organizational documents and Delaware law and is validly existing and in good standing under the laws of the State of Delaware with full power and authority to engage in the trading of futures interests and to engage in its other contemplated activities as described in the Prospectus; the Fund is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and where failure to be so qualified could materially adversely affect the Fund’s ability to perform its obligations hereunder.
 
(ii) The Managing Owner is duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect the Managing Owner’s ability to perform its obligations hereunder.
 
(iii) The Fund and the Managing Owner have full power and authority under applicable law to conduct their business and to perform their respective obligations under this Agreement and as described in the Prospectus.
 
(iv) As of the date hereof, the Prospectus contains all statements and information required to be included therein by the CEAct and the rules and regulations of the SEC or other applicable law and at all times subsequent thereto up to and including each closing, the Prospectus will comply in all material respects with the requirements of the rules of the NFA, the CEAct or other applicable laws. The Prospectus as of the date on which the Trading Advisor begins trading operations on behalf of the Account, and at each closing will not contain any misleading or untrue statements 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. Any supplemental sales literature, when read in conjunction with the Prospectus, will not contain any untrue statements 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 Prospectus or supplemental sales literature made in reliance upon information furnished by and relating to the Trading Advisor, its trading methods or its trading performance.
 
(v) Since the respective dates as of which information is given in the Prospectus, to the knowledge of the Managing Owner after due inquiry, there have not been any material adverse change in the condition, financial or otherwise, or business of the Managing Owner or the Fund, whether or not arising in the ordinary course of business.
 
17

 
(vi) This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner on behalf of the Fund and constitutes a valid, binding and enforceable agreement of the Fund and the Managing Owner in accordance with its terms.
 
(vii) The execution and delivery of this Agreement, the incurrence of the obligations set forth herein and the consummation of the transactions contemplated herein and in the Prospectus will not violate, or constitute a breach of, or default under, the Managing Owner’s organizational documents, or the Fund’s organizational documents, or any material agreement or instrument by which either the Managing Owner or the Fund, as the case may be, is bound or any material order, rule, law or regulation applicable to the Managing Owner or the Fund of any court or any governmental body or administrative agency or panel or self-regulatory organization having jurisdiction over the Managing Owner or the Fund.
 
(viii) Except as set forth in the Prospectus, there have not been in the five years preceding the date of the Prospectus and there is not pending or, to the Managing Owner’s knowledge, threatened, any action, suit or proceeding at law or in equity before or by any court or by any federal, state, municipal or other governmental body or any administrative, self-regulatory or commodity exchange organization to which the Managing Owner or the Fund is or was a party, or to which any of the assets of the Managing Owner or the Fund is or was subject; and neither the Managing Owner nor any of the principals of the Managing Owner (“Managing Owner Principals”) has received any notice of an investigation by the NFA, CFTC or any other administrative or self-regulatory organization regarding non-compliance by the Managing Owner or the Managing Owner Principals or the Fund with the CEAct, the Securities Act of 1933, as amended, or any applicable laws which are material to an investor’s decision to invest in the Fund.
 
(ix) The Managing Owner and the Managing Owner Principals have all federal, state and foreign governmental, regulatory and exchange approvals and licenses, and have effected all filings and registrations with federal, state and foreign governmental agencies required to conduct their business and to act as described in the Prospectus or required to perform their obligations under this Agreement (including, without limitation, registration as a commodity pool operator under the CEAct and membership in the NFA as a commodity pool operator) and will maintain all such required approvals, licenses, filings and registrations for the term of this Agreement. The Managing Owner’s principals identified in the Prospectus are all of the Managing Owner Principals.
 
(x) The Fund is and shall remain in material compliance in all respects with all laws, rules, regulations and orders of any government, governmental agency or self-regulatory organization applicable to its business as described in the Prospectus and this Agreement.
 
(xi) The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any event shall occur which the Managing Owner reasonably believes will make any of the foregoing representations or warranties inaccurate, the Managing Owner shall promptly notify the Trading Advisor of the nature of such event.
 
18

 
(b) Covenants of the Managing Owner. The Managing Owner covenants and agrees that:
 
(i) The Managing Owner shall maintain all registrations and memberships necessary for the Managing Owner to continue to act as described herein and in the Prospectus and to all times comply in all respects with all applicable laws, rules, and regulations, to the extent that the failure to so comply would have a materially adverse effect on the Managing Owner’s ability to act as described herein and in the Prospectus.
 
(ii) The Managing Owner shall promptly inform the Trading Advisor if the Managing Owner, the Fund or any of their principals becomes the subject of any lawsuit, investigation, claim, or proceeding of any regulatory authority having jurisdiction over such person or becomes a named party to any litigation materially affecting the business of the Managing Owner or the Fund. The Managing Owner shall also promptly inform the Trading Advisor if the Managing Owner or the Fund become aware of any material breach of this Agreement by the Managing Owner or the Fund.
 
(iii)           The Managing Owner will not file or distribute any prospectus, amendment or supplement thereto, containing a material change with respect to the Trading Advisor, without the Trading Advisor's prior consent, such consent not to be unreasonably withheld. While the Managing Owner will endeavor to provide as much advance notice as possible, the Trading Advisor acknowledges that the time for such consent will be dependent upon regulatory requirements and shall provide any necessary response in accordance with any reasonable request made by the Managing Owner.

 
12.  
Merger or Transfer of Assets.
 
The Managing Owner, Fund or the Trading Advisor may merge or consolidate with, or sell or otherwise transfer its business, or all or a substantial portion of its assets, to any entity upon written notice to the other parties.
 
13.  
Complete Agreement.
 
This Agreement constitutes the entire agreement between the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding as between the parties unless in writing and signed by the party against whom enforcement is sought.
 
14.  
Assignment.
 
Subject to Section 12, hereof, this Agreement may not be assigned, transferred by operation of law, change in control or otherwise, by any party hereto without the express prior written consent of the other parties hereto.
 
19

 
15.  
Amendment.
 
This Agreement may not be amended except by the written consent of the parties hereto.  No waiver of any provision of this Agreement shall be implied from any course of dealings between the parties, from any failure by any party to assert its rights hereunder or any occasion or series of occasions.
 
16.  
Severability.
 
The invalidity or unenforceability of any provision of this Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained and any such invalid provision or covenant shall be deemed to be severable.
 
17.  
Closing Certificates.
 
(a) The Trading Advisor shall, at the initial closing and at the request of the Managing Owner at any monthly closing (as described in the Prospectus), provide the following:
 
(i) To the Managing Owner and the Fund, a certificate, dated the date of any such closing and in form and substance satisfactory to such parties and the Trading Advisor, to the effect that;
 
(A) the representations and warranties by the Trading Advisor in this Agreement are true, accurate, and complete on and as of the date of the closing, as if made on the date of the closing; and
 
(B) the Trading Advisor has performed all of its obligations and satisfied all of the conditions in all material respects on its part to be performed or satisfied under this Agreement, at or prior to the date of such closing.
 
(ii) To the Managing Owner and the Fund, a report as of the closing date which shall present, for the period from the date after the last day covered by the historical performance records in the Prospectus to the latest reasonably practicable day before closing, figures which shall be a continuation of such historical performance records and which shall certify that such figures are, to the best of such Trading Advisor’s knowledge, accurate in all material respects.
 
(b) Upon the reasonable request of the Managing Owner, the Trading Advisor shall provide a legal opinion of the Trading Advisor’s counsel in a form acceptable to the Managing Owner containing such legal opinions that are reasonable under the circumstances.
 
(c) The Managing Owner shall, at the initial closing and at the request of the Trading Advisor at any closing (as described in the Prospectus), provide the following:
 
20

 
(i) To the Trading Advisor, a certificate, dated the date of such closing and in form and substance satisfactory to the Trading Advisor and the Managing Owner, to the effect that:
 
(A) the representations and warranties by the Fund and the Managing Owner in this Agreement are true, accurate, and complete on and as of the date of the closing as if made on the date of the closing;
 
(B) no order preventing or suspending the use of the Prospectus has been issued by the CFTC, the SEC, any state securities commission, or the NFA or other self-regulatory organization and no proceedings for that purpose shall have been instituted or are pending or, to the knowledge of the Managing Owner, are contemplated or threatened under the CEAct; and
 
(C) The Fund and the Managing Owner have performed all of their obligations and satisfied all of the conditions in all material respects on their part to be performed or satisfied under this Agreement at or prior to the date of the closing.
 
18.  
Inconsistent Filings.
 
If the Trading Advisor intends to file, to participate in the filing of, or to publish any description of the Trading Advisor, or of its respective principals or trading approaches that is materially inconsistent with those in the Disclosure Document, the Trading Advisor shall inform the Managing Owner of such intention and shall furnish copies of all such filings or publications at least five Business Days prior to the date of filing or publication.
 
19.  
Disclosure Documents.
 
(a) During the term of this Agreement, the Trading Advisor shall furnish to the Managing Owner promptly copies of all disclosure-documents as filed in final form with the CFTC, NFA or other self-regulatory organization by the Trading Advisor.  The Managing Owner and Fund each acknowledge receipt of the Trading Advisor’s disclosure document (the “Disclosure Document”).
 
(b) The Managing Owner and the Fund will not distribute or supplement any promotional material relating to the Trading Advisor unless the Trading Advisor has received prior notice of and a copy of such promotional material and has consented to the use of such promotional material in writing.  In the event the Trading Advisor's consent has not been received within 3 business days of being provided to the Trading Advisor and following reasonable attempts by the Trading Manager to verify Trading Advisor’s receipt of proposed promotional material relating to the trading advisor, consent shall be deemed granted
 
20. Track Record.  The track record and other performance information of the Fund shall be the property of the Managing Owner and not the Trading Advisor.
 
21

 
21.  
Use of Name.
 
The Trading Advisor hereby consents to the non-exclusive use by the Managing Owner of the names “NuWave” and “NuWave Investment Management” in the Prospectus and any sales material, only so long as the Trading Advisor serves as a trading advisor to the Fund.  The Managing Owners agrees to indemnify and hold harmless the Trading Advisor, its partners, directors, officers, affiliates, employees and agents from and against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, attorneys' fees and disbursements, which may arise out of the misuse of the names “NuWave” or "NuWave Investment Management" or out of any breach of, or failure to comply with, this Section 21.

Upon termination of this Agreement, the Fund, at its expense, as promptly as practicable:  (i) shall take all necessary action to cause the Prospectus and organizational documents of the Fund to be amended in order to eliminate any reference to "NuWave Investment Management” (except to the extent required by law, regulation or rule); and (ii) shall cease to use in any other manner, including, but not limited to, use in any sales literature or promotional material, the name "NuWave Investment Management" or any name, mark or logo type derived from it or similar to it (except to the extent required by law, regulation or rule).

22.  
Notices.
 
All notices required to be delivered under this Agreement shall be in writing and shall be effective when delivered personally on the day delivered, by facsimile on receipt confirmation, by email followed by delivery of an original, or when given by registered or certified mail, postage prepaid, return receipt requested, on the second business day following the day on which it is so mailed, addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):
 
 
if to the Fund:
 
RJO Global Trust
 c/o R. J. O’Brien Fund Management, LLC
222 S. Riverside Plaza
Suite 9
Chicago, Illinois 60606
Attn:  Annette A. Cazenave
Facsimile: 312-373-4831
Email: acazenave@rjobrien.com
   
 
if to the Managing Owner:
 
R. J. O’Brien Fund Management, LLC
222 S. Riverside Plaza
Suite 9
Chicago, Illinois 60606
Attn:  Annette A. Cazenave
Facsimile: 312-373-4831
Email: acazenave@rjobrien.com
 
22

 
 
With a copy to:
   
 
Alston & Bird LLP
90 Park Avenue
New York, NY 10016
Attn: Timothy P. Selby
Facsimile: (212) 210-9444
Email: timothy.selby@alston.com
 
 
if to the Trading Advisor:
 
 
NuWave Investment Management, LLC
1099 Mt. Kemble Ave.
Morristown, NJ 07960
Tel: 973-425-9192
Facsimile: 973-425-9190
 
23.  
Continuing Nature of Representations Warranties and Covenants: Survival.
 
All representations, warranties and covenants contained in this Agreement shall be continuing during the term of this Agreement and the provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect.  Each party hereby agrees that as of the date of this Agreement it is, and during its term shall be, in compliance with its representations, warranties and covenants herein contained.  In addition, if at any time any event occurs which would make any of such representations, warranties or covenants not true, the affected party will use its best efforts to promptly notify the other parties of such fact.
 
24.  
Third-Party Beneficiaries.
 
This Agreement is not intended and shall not convey any rights to a party to this Agreement.
 
25.  
Governing Law.
 
This Agreement and any amendment hereto shall be governed by, and construed in accordance with, the laws of the State of Illinois, United States of America  (excluding the law thereof which requires the application of, or reference to, the law of any other jurisdiction).  Each party hereto expressly and irrevocably agrees (a) that it waives any objection, and specifically consents, to venue in the United States federal or state courts located in the City of Chicago, State of Illinois, United States of America, so that any action at law or in equity may be brought and maintained in any such court, and (b) that service of process in any such action may be effected against such party by certified or registered mail or in any other manner permitted by applicable United States Federal Rules of Civil Procedure or rules of the Courts of the State of Illinois.  In addition each party hereto expressly and irrevocably waives, in respect of any action
23


brought in any United States federal or state court located in the City of Chicago, State of Illinois or any resulting judgment, any objection, and hereby specifically consents, to the jurisdiction of any such court and agrees not to seek to change the situs of such action or to assert that any other court in any other jurisdiction is a more suitable forum for the hearing and adjudication of any claim or dispute raised in such action.
 
26.  
Remedies.
 
In any action or proceeding arising out of any of the provisions of this Agreement, the Trading Advisor agrees not to seek any prejudgment equitable or ancillary relief. The Trading Advisor agrees that its sole remedy in any such action or proceeding shall be to seek actual monetary damages for any breach of this Agreement, except that Trading Advisor may seek a declaratory judgment with respect to the indemnification provisions of this Agreement.
 
27.  
Headings.
 
Headings to sections herein are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
 
28.  
Successors.
 
This Agreement including the representations, warranties and covenants contained herein shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns, and no other person shall have any right or obligation under this Agreement.
 
29.  
Counterparts.
 
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
 
30.  
Waiver of Breach.
 
The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or of a breach by any other party.  The failure of a party to insist upon strict adherence to any provision of the Agreement shall not constitute a waiver or thereafter deprive such party of the right to insist upon strict adherence.
 
24

 
IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the day and year first above written.
 
 
RJO GLOBAL TRUST
by R.J. O’Brien Fund Management, LLC
Managing Owner
 
 
By                                                      
Name:
Title:
   
 
R.J. O’BRIEN FUND MANAGEMENT, LLC
 
 
By                                                      
Name:
Title:
   
 
NUWAVE INVESTMENT MANAGEMENT, LLC
 
By                                                      
Name:
Title:
 
25

 
EXHIBIT A
 
 
Trading Policies
 
1.           The Trading Advisor will not employ the trading technique commonly known as “pyramiding,” in which the Trading Advisor uses unrealized profits on existing positions in a given futures interest due to favorable price movement as margin specifically to buy or sell additional positions in the same or a related futures interest. Taking into account the Fund’s open trade equity (i.e., the profit or loss on an open futures interest position) on existing positions in determining generally whether to acquire additional futures interest positions on behalf of the Fund will not be considered to constitute “pyramiding.”
 
2.           The Trading Advisor will not utilize borrowings on behalf of the Fund except if the Fund purchases or takes delivery of commodities. If the Trading Advisor borrows money on behalf of the Fund, the lending entity in such case (the “lender”) may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Fund by unrelated banks on comparable loans for the same purpose, nor may the lender or any affiliate thereof receive any points or other financing charges or fees regardless of the amount. Use of lines of credit in connection with its forward trading does not, however, constitute borrowing for purposes of this trading limitation.
 
3.           The Trading Advisor will not “churn” the Fund’s assets. Churning is the unnecessary execution of trades so as to generate increased brokerage commissions.
 
4.           The Trading Advisor will trade currencies and other commodities on futures exchanges, in the interbank and forward contract markets only with banks, brokers, dealers, and other financial institutions which the Managing Owner has determined to be creditworthy.
 
5.           The Trading Advisor will trade only in those futures interests that have been approved by the CFTC as suitable for US investors. The Trading Advisor will not establish new positions in a futures interest on behalf of the Fund for any one contract month or option if such additional positions would result in a net long or short position for that futures interest requiring as margin or premium more than 15% of the Fund’s assets allocated to the Trading Advisor. In addition, the Trading Advisor will, on behalf of the Fund, except under extraordinary circumstances, maintain positions in futures interests in at least two market segments (i.e., agricultural items, industrial items (including energies), metals, currencies, and financial instruments (including stock, financial, and economic indexes)) at any one time.
 
6.           The Trading Advisor will not acquire additional positions in any futures interest on behalf of the Fund if such additional positions would result in the aggregate net long or short positions for all futures interests requiring as margin or premium for all outstanding positions more than 66 2/3% of the Fund’s assets allocated to the Trading Advisor.
 
7.           The Trading Advisor will not purchase, sell, or trade securities on behalf of the Fund (except securities approved by the CFTC for investment of customer funds).
 
8.           The Trading Advisor will be responsible for errors committed or caused by it in transmitting orders for the purchase or sale of futures interests for the Fund’s account.
 
A-1


 
EXHIBIT B
 
COMMODITY TRADING AUTHORITY
 
Dear NuWave Investment Management, LLC:
 
RJO Global Trust (the “Fund”) and R.J. O’Brien Fund Management, LLC, the Fund’s managing owner (the “Managing Owner”) do hereby make, constitute and appoint you as the Fund’s attorney-in-fact to buy and sell futures and forward contracts through such futures commission merchants as shall be agreed on by you and the Managing Owner on behalf of the Fund, pursuant to the trading program identified in the Agreement among the Fund, the Managing Owner and you as of the 28th day of January, 2009, as amended or supplemented, and in accordance with the terms and conditions of said Agreement.
 
This authorization shall terminate and be null, void and of no further effect simultaneously with the termination of the said Agreement.
 
 
Very truly yours,
 
 
RJO GLOBAL TRUST
by R.J. O’Brien Fund Management, LLC
Managing Owner
 
 
By                                                      
Name:
Title:
   
 
R.J. O’BRIEN FUND MANAGEMENT, LLC
 
 
By                                                      
Name:
Title:

 
B-1

 
EXHIBIT C
 
FUTURES INTERSTS TRADED
 

 
Exchange
Market Description
Sector
SFE
SPI
Stock Index
Euronext
CAC40
Stock Index
Eurex
DAX
Stock Index
Eurex - LIFFE
FTSE
Stock Index
HKFE
Hang Seng
Stock Index
Simex
Nikkei
Stock Index
CME
Emini S & P
Stock Index
SFE
Aussie 10 Year Bonds
Rate_Long
Eurex
Bund
Rate_Long
TSE
Japanese Gov't Bonds
Rate_Long
Simex
Japanese Gov't Bonds
Rate_Long
Eurex - LIFFE
Long Gilt
Rate_Long
CBOT
Ten Year Notes
Rate_Long
Eurex - LIFFE
Euribor 3 Month
Rate_Short
CME
Eurodollar
Rate_Short
Eurex - LIFFE
Short Sterling
Rate_Short
CME
Aussie Dollar
Currency
CME
British Pound
Currency
CME
Canadian Dollar
Currency
CME
Euro Currency
Currency
CME
Japanese Yen
Currency
COMEX - Globex
Gold
Metal_Precious
COMEX - Globex
Silver
Metal_Precious
LME
Aluminum
Metal_Industry
LME
Copper
Metal_Industry
Nymex/CME
Crude Oil
Energy
Nymex/CME
Heating Oil
Energy
Nymex/CME
RBOB
Energy
Nymex/CME
Natural Gas
Energy
CBOT
Corn
Grain
CBOT
Soybeans
Grain
CBOT
Wheat
Grain
CME
Live Cattle
Livestock
ICE
Coffee
Soft
ICE
Cotton
Soft
ICE
Sugar
Soft

 
 
C-1 


EX-14.01 4 s22-9089_ex1401.htm EXHIBIT 14.01: CODE OF ETHICS s22-9089_ex1401.htm
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-31.01 5 s22-9089_ex3101.htm EXHIBIT 31.01: CEO CERTIFICATION s22-9089_ex3101.htm
Exhibit 31.01
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
 
I, Gerald Corcoran,  do hereby certify that:
 
1.
I have reviewed this annual report on Form 10-K of RJO 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 unitholders’ 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 30, 2009
 
By:
/s/ Gerald Corcoran
 
Gerald Corcoran
Chief Executive Officer
R.J. O’Brien Fund Management, LLC

 
EX-31.02 6 s22-9089_ex3102.htm EXHIBIT 31.02: CFO CERTIFICATION s22-9089_ex3102.htm
 
Exhibit 31.02
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
 
I, Thomas J. Anderson,  do hereby certify that:
 
1.           I have reviewed this annual report on Form 10-K of RJO 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 unitholders’ 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; and
 
 
(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 30, 2009
 
By:
/s/  Thomas J. Anderson
 
Thomas J. Anderson
Chief Financial Officer
R.J. O’Brien Fund Management, LLC

 
EX-32.01 7 s22-9089_ex3201.htm EXHIBIT 32.01: CEO SARBANES OXLEY CERTIFICATION s22-9089_ex3201.htm
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 RJO 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 30, 2009

 

EX-32.02 8 s22-9089_ex3202.htm EXHIBIT 32.02: CFO SARBANES OXLEY CERTIFICATION s22-9089_ex3202.htm
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, Thomas J. Anderson, Chief Financial Officer of R.J. O’Brien Fund Management, LLC (“RJOFM”), Managing Owner of RJO 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/ Thomas J. Anderson
 
Thomas J. Anderson
Chief Financial Officer
R.J. O’Brien Fund Management, LLC
March 30, 2009

 

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