EX-99.01 2 v179796_ex99-01.htm
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
 
Financial Statements
 
December 31, 2009 and 2008
 
(With Independent Auditors' Report Thereon)
 
 
 
 

 
 
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212

 
Independent Auditors’ Report
 
The Board of Directors
R.J. O'Brien Fund Management, LLC:
 
We have audited the accompanying statements of financial condition of R.J. O’Brien Fund Management, LLC (the Company) as of December 31, 2009 and 2008, and the related statements of operations, changes in member’s equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of R.J. O’Brien Fund Management, LLC as of December 31, 2009 and 2008, and the results of its operations, changes in its member’s equity, and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
 
 
 
KPMG LLP
 
Chicago, Illinois
April 1, 2010
 
KPMG LLP is a Delaware limited liability partnership, the U.S.
member firm of KPMG International Cooperative, a Swiss entity.
 

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Statements of Financial Condition
December 31, 2009 and 2008
 
Assets
 
2009
   
2008
 
Assets:
           
Cash
  $ 35,454       183,608  
Firm investments
    1,343,363       813,969  
Investments in registered commodity pool
    1,201,090       1,394,381  
Intangible asset, less accumulated amortization of $311,469 and $268,979 in 2009 and 2008, respectively
    175,111       217,601  
Fee income receivable
    60,510       76,578  
Receivables from investment in registered commodity pool
          463,127  
Total assets
  $ 2,815,528       3,149,264  
Liabilities and Member's Equity
               
Liabilities:
               
Accrued expenses
  $ 23,626       231,578  
Total liabilities
    23,626       231,578  
Member's equity:
               
Additional paid-in capital
    2,013,134       2,013,134  
Retained earnings
    778,768       904,552  
Total member's equity
    2,791,902       2,917,686  
Total liabilities and member's equity
  $ 2,815,528       3,149,264  
 
See accompanying notes to financial statements.
 
 
2

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Statements of Operations
Years ended December 31, 2009 and 2008
 
   
2009
   
2008
 
Revenues:
           
Fee income
  $ 798,478       1,299,520  
Other income
    6,168       20,969  
Total revenues
    804,646       1,320,489  
Expenses:
               
Intercompany support services from Parent
    655,405       530,782  
Professional fees
    24,000       26,000  
Amortization of intangible asset
    42,490       72,650  
Other expenses
    15,244       26,808  
Total expenses
    737,139       656,240  
Realized gain on redemptions of investment in registered commodity pool
          113,166  
Unrealized (loss) gain on investment in registered commodity pool
    (193,291 )     554,828  
Net (loss) income
  $ (125,784 )     1,332,243  
 
See accompanying notes to financial statements.
 
 
3

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Statements of Changes in Member's Equity
Years ended December 31, 2009 and 2008
 
   
Paid-in
capital
   
Retained
earnings
(accumulated
deficit)
   
Total
 
Balance at December 31, 2007
  $ 3,213,134       (427,691 )     2,785,443  
Distribution payment to Parent
    (1,200,000 )           (1,200,000 )
Net income
          1,332,243       1,332,243  
Balance at December 31, 2008
    2,013,134       904,552       2,917,686  
Net loss
          (125,784 )     (125,784 )
Balance at December 31, 2009
  $ 2,013,134       778,768       2,791,902  
 
See accompanying notes to financial statements.
 
 
4

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Statements of Cash Flows
Years ended December 31, 2009 and 2008
 
   
2009
   
2008
 
Cash flows from operating activities:
           
Net (loss) income
  $ (125,784 )     1,332,243  
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
               
Unrealized loss (gain) on investments
    193,291       (554,828 )
Realized gains on redemptions of investments in registered commodity pool
          (113,166 )
Amortization of intangible asset
    42,490       72,650  
Decrease in assets:
               
Fee income receivable
    16,068       13,802  
Miscellaneous receivables
          20,000  
(Decrease) increase in liabilities:
               
Accrued expenses
    (207,952 )     127,097  
Net cash (used in) provided by operating activities
    (81,887 )     897,798  
Cash flows from investing activities:
               
Increase in firm owned investment
    (529,394 )     (813,969 )
Decrease (increase) in registered commodity pool:
               
Receivables from investment in registered commodity pool
    463,127       (463,127 )
Purchase of investment in registered commodity pool
          (120,000 )
Sales of investment in registered commodity pool
          1,105,904  
Net cash used in investing activities
    (66,267 )     (291,192 )
Cash flows from financing activity:
               
Distribution to Parent
          (1,200,000 )
Net change in cash
    (148,154 )     (593,394 )
Cash at beginning of year
    183,608       777,002  
Cash at end of year
  $ 35,454       183,608  
 
See accompanying notes to financial statements.

 
 
5

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Notes to Financial Statements
December 31, 2009 and 2008
   
(1) 
General Information and Summary of Significant Accounting Policies
 
A summary of the significant accounting policies that have been followed in preparing the accompanying financial statements is set forth below:
 
  
(a) 
Nature of Business
 
R.J. O'Brien Fund Management, LLC (the Company or Managing Owner), a wholly owned subsidiary of R.J. O'Brien Alternative Asset Management (RJOAAM), which is a wholly owned subsidiary of RJO Holdings Corp. (the Parent), is a registered commodity pool operator with the Commodity Futures Trading Commission. Prior to October 1, 2008, the Company was a wholly owned subsidiary of RJOAAM, which was a wholly owned subsidiary of R.J. O'Brien & Associates, LLC (RJOA), which is wholly owned by the Parent as well. Subsequent to that date, the Company was part of a corporate reorganization in which the Company is now wholly owned by RJOAAM, which is wholly owned by the Parent. The Company was originally incorporated in October of 2006 in the state of Illinois. In July of 2007, it was reincorporated as a limited liability company (LLC) in the state of Delaware. The Company is the managing owner of the RJO Global Trust (the Fund), formerly known as the JWH Global Trust, which is organized for the purpose of engaging in the speculative trading of commodity interests, including futures contracts, physical commodities, and related options. The Fund has a term date of December 31, 2026 and can be renewed at any time.
 
  
(b) 
Revenue Recognition
 
The Company earns fees from the Fund for which it acts as managing owner, which is recognized as income as it is earned. Fees are paid monthly and are based on a percentage of the net asset value (NAV) of the Fund, and include underwriting expenses (0.35% of NAV) and the managing owner fee revenue (0.75% of NAV). The Fund also pays selling commissions (2.00% of NAV) to the trading advisors. The Company receives a portion of these fees proportionate to its investment in the Fund.
 
  
(c) 
Investments
 
Investment in the registered commodity pool is valued as a practical expedient at the NAV per share, which has a readily determinable market value. Realized gains on redemptions made amounted to $0 and $113,166 for the years ended December 31, 2009 and 2008, respectively. Unrealized gains and losses recorded as of December 31, 2009 and 2008 are the result of changes in the fair value as adjusted for purchases and sales. Realized gains and losses from the sale of investments are determined on a specific identification basis.
 
  
(d) 
Intangible Asset
 
The intangible asset related to the purchase of the Fund is carried at cost and reduced by systematic amortization. Amortization is charged based on the amount of fund units that are redeemed in any given accounting period that were outstanding at the time the Managing Owner's rights were purchased. On an annual basis, an impairment analysis on the intangible asset is performed to determine if a write down of the asset is required.

 
6

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Notes to Financial Statements
December 31, 2009 and 2008
   
  
(e) 
Income Taxes
 
The Company's income is included in the federal and state consolidated income tax returns of its Parent, which is a C Corporation.
 
The Company has reviewed the guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. The Company has evaluated such implications for all open tax years, and has determined there is no impact to the Company's financial statements as of December 31, 2009.
 
  
(f) 
Ongoing Offering Costs
 
The Fund is responsible for the cost incurred for the ongoing offering of the units of the Fund, including the costs of updating the prospectus, regulatory compliance, escrow fees, and registration fees if additional units are registered. These ongoing offering costs are subject to a ceiling of 0.50% of the Fund's average month end net assets during any fiscal year. To the extent the actual expenses exceed the total ceiling of 0.50%, the Company is fully responsible. During the years ended December 31, 2009 and 2008, the expenses did not exceed the total ceiling, and thus the Company did not make any reimbursements to the Fund.
 
(g) 
Fair Value Measurements
 
Fair value is defined 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. The investment assets and liabilities of the Company are measured and reported at fair value.
 
(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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
(i) 
Reclassifications
 
Certain prior year amounts have been reclassified to conform to the current year's presentation.
 
(2) 
Firm Investments
 
At December 31, 2009, the Company's firm investments consist of one money market fund. Interest is accrued when earned. The fair value of the money market fund is determined by the reported NAV.
 
(3) 
Investment in the Fund
 
At December 31, 2009, the Company owned 11,679 units of the Fund, or 2% of the outstanding units of the Fund, valued at $1,201,090. At December 31, 2008, the Company owned 11,679 units of the Fund, or 2% of the outstanding units of the Fund, valued at $1,394,381.
 
 
7

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Notes to Financial Statements
December 31, 2009 and 2008
   
The following summary represents audited financial information of the Fund as of December 31, 2009 and 2008, respectively.
 
   
2009
   
2008
 
Assets
  $ 69,522,819       92,007,262  
Liabilities
    2,059,634       4,701,389  
Capital
  $ 67,463,185       87,305,873  
 
(4) 
Intangible Asset
 
During 2006, the Company purchased the assets of Refco Commodity Management, Inc., the most significant of which was an intangible asset of $486,580. Amortization is charged based on the amount of fund units that are redeemed in any given period, which were outstanding at the time the Managing Owner's rights were purchased. During 2009, amortization of $42,490 occurred in accordance with the methodology described above, resulting in a carrying value of $175,111 at December 31, 2009. During 2008, amortization of $72,650 occurred in accordance with the methodology described above, resulting in a carrying value of $217,601 at December 31, 2008.
 
(5) 
Other Related Party Transactions
 
The Company has no employees. The Parent provides facilities and administrative services to the Company.
 
(6) 
Income Taxes
 
As the Company is organized as a LLC and its taxable income is reported by the Parent company, there is no tax expense/benefit recorded by the Company. If the Company was a taxable entity, income tax expense for the years ending December 31, 2009 and 2008, respectively, would have been calculated at the federal effective tax rate of 35%. The Company had a loss for the year ended December 31, 2009 and thus accrued no federal income tax expense.
 
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities.
 
Temporary differences between the amounts reported in the financial statements and the tax basis of assets and liabilities result in deferred taxes. The Company is a single-member LLC, which is disregarded for federal income tax purposes. A disregarded entity does not report its deferred tax assets or liabilities on its financial statements. Rather, the Parent will report any related deferred tax items in its financial statements. If the Company was a stand-alone entity, as of December 31, 2009, the deferred tax liability would be $311,598 (net loss of $125,784 times the federal effective tax rate of 35% plus a deferred tax liability beginning balance of $355,622).
 
 
8

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Notes to Financial Statements
December 31, 2009 and 2008
   
(7) 
Financial Instruments with Off Balance Sheet Risk
 
As Managing Owner of the Fund, the Company's investment in the Fund is subject to the risks related to financial instruments and commodity contracts held or sold short by the Fund. The Company 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 the contract. However, the Company bears the risk of loss only to the extent of the market value of its respective investment and, in certain specific circumstances, distributions, and redemptions received.
 
(8) 
Contingent Liabilities
 
The Company is a party to legal and regulatory actions relating to customers' accounts and regulatory requirements as a normal part of carrying on its business. Management is of the opinion that resolution of these matters will not have a material adverse effect on the Company's financial condition or continuing operations.
 
(9) 
Fair Value Measurements
 
The Company records its investments at fair value. Fair value is defined 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.
 
Fair value measurements and disclosures include a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), then to inputs that are observable for the asset or liability, either directly or indirectly (Level 2 measurements) and the lowest priority to unobservable inputs for the asset or liability that rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability (Level 3 measurements).
 
A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
 
The Company's investments in registered commodity pool and money market fund are both valued as a practical expedient at the NAV per share, which has a readily determinable market value. Units of the registered commodity pool may only be redeemed as of the end of a calendar month, subject to a 1.5% redemption charge through the end of the eleventh month after issuance.
 
 
9

 
 
R.J. O'BRIEN FUND MANAGEMENT, LLC
Notes to Financial Statements
December 31, 2009 and 2008
   
The following tables present the Company's fair value hierarchy for assets measured at fair value on a recurring basis at years ended December 31, 2009 and 2008.

   
December 31, 2009
 
   
Fair value measurements
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
                         
Assets:
                       
Firm investments (1)
  $ 1,343       1,343              
Investments in registered commodity pool (2)
    1,201       1,201              
Total
  $ 2,544       2,544              
 
 
(1) 
Includes a money market fund of the Company, reflected on the statements of financial condition.
 
(2)
Includes the Company's investment in the Fund, reflected on the statements of financial condition.
 
   
December 31, 2008
 
   
Fair value measurements
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
                         
Assets:
                       
Firm investments (1)
  $ 814       814              
Investments in registered commodity pool (2)
    1,394       1,394              
Total
  $ 2,208       2,208              
 
 
(1) 
Includes a money market fund of the Company, reflected on the statements of financial condition.
 
(2) 
Includes the Company's investment in the Fund, reflected on the statements of financial condition.
 
(10) 
Subsequent Events
 
The Company evaluated events and transactions through April 1, 2010, the date the financial statements were issued, noting no subsequent events requiring recording or disclosure in the financial statements or related notes to the financial statements.
 
 
10