0001144204-11-040810.txt : 20110715 0001144204-11-040810.hdr.sgml : 20110715 20110715161844 ACCESSION NUMBER: 0001144204-11-040810 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110713 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110715 DATE AS OF CHANGE: 20110715 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22887 FILM NUMBER: 11970803 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 8-K 1 v228850_8k.htm Unassociated Document
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_____________

FORM 8-K
_____________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  July 13, 2011


RJO GLOBAL TRUST
(Exact Name of Registrant as Specified in Charter)


Delaware
(State or Other Jurisdiction
of Incorporation)
000-22887
(Commission File Number)
 
36-4113382
 (IRS Employer Identification No.)


c/o R.J. O’Brien Fund Management, LLC
222 S Riverside Plaza
Suite 900
Chicago, IL 60606
(Address of Principal Executive Offices)

(312) 373-5000
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act.
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o
Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.



 
 

 
 
Item 5.03.              Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
 
Effective July 13, 2011, RJO Global Trust (the “Trust”) will be governed by its Ninth Amended and Restated Declaration and Agreement of Trust (the “Ninth Restatement”), as amended by the First Amendment (the “First Amendment”) to the Ninth Restatement, attached hereto as Exhibit 3.01 and incorporated herein by reference.  The managing owner of the Trust, R.J. O’Brien Fund Management, LLC (the “Managing Owner”), determined to amend the Ninth Restatement in accordance with its authority under Section 20(a) of the Ninth Restatement.
 
The First Amendment revised the Ninth Restatement to reflect the Managing Owner’s determination to terminate the public offering of the units of beneficial interest (the “Units”) in the Trust and begin offering the Units privately.  Specifically, the First Amendment revised the Ninth Restatement to change certain defined terms that were not applicable to the private offering and to remove certain restrictions that apply to public offerings but do not apply to private offerings.
 
In addition, the Managing Owner further revised the Ninth Restatement in order to update and remove outdated information and clarify certain clerical inaccuracies.
 
Item 9.01.              Financial Statements and Exhibits.

(d)  
The following exhibit is filed herewith:

Exhibit Number
Description
3.01
First Amendment to the Ninth Amended and Restated Declaration and Agreement of Trust

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
RJO Global Trust
(Registrant)
   
Date:  July 15, 2011
 
 
By:  /s/ Annette A. Cazenave                          
Annette A. Cazenave
Executive Vice President
R.J. O’Brien Fund Management, LLC,
Managing Owner
 

 
 
 

 


INDEX TO EXHIBITS
 

Exhibit Number
Description
3.01
First Amendment to the Ninth Amended and Restated Declaration and Agreement of Trust


 
 
 

 
EX-3.1 2 v228850_ex3-1.htm Unassociated Document
Exhibit 3.01
 
First Amendment to the
Ninth Amended and Restated Declaration and Agreement of Trust of
RJO Global Trust

This FIRST AMENDMENT TO THE NINTH AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST of the RJO Global Trust (the “Trust”) dated as of July 13, 2011 is hereby made by R.J. O’Brien Fund Management, LLC, in its capacity as the managing owner (the “Managing Owner”) of the Trust currently operated pursuant to the Ninth Amended and Restated Declaration and Agreement of Trust made and entered into as of September 1, 2010 (the “Trust Agreement”).  All capitalized terms that are not defined herein shall be as defined in the Trust Agreement.
 
RECITALS
 
WHEREAS, Section 15 of the Trust Agreement permits the Managing Owner to discontinue the public offering of Units and make additional private offerings of Units;
 
WHEREAS, the Managing Owner has determined to discontinue the public offering of Units and commence an offering of the Units privately pursuant to a Confidential Private Placement Memorandum and Disclosure Document, as amended from time to time;
 
NOW, THEREFORE, the Trust Agreement is amended as follows, such amendments to become effective immediately:
 
1.             
The reference to “R.J. O’Brien Fund Management, LLC, a Delaware limited liability corporation” in the first sentence is hereby replaced with the following:
 
“R.J. O’Brien Fund Management, LLC, a Delaware limited liability company”.
 
2.             
The defined term “Escrow Agent” is hereby deleted.
 
3.             
The defined term “Prospectus” is hereby deleted and replaced with the following:
 
“‘Memorandum’ means the Confidential Private Placement Memorandum and Disclosure Document relating to the private offering of the Units, as supplemented or updated from time to time.”
 
4.             
All references to the defined term “Prospectus” are hereby deleted and replaced with references to the defined term “Memorandum.”
 
5.             
The third paragraph of Section 8(b) is hereby deleted.
 
6.             
The penultimate sentence of Section 9(c) is hereby deleted.
 
 
 

 
 
7.             
The penultimate sentence of the first paragraph of Section 13 is hereby deleted and replaced with the following:
 
“Units are issued, for purposes of determining whether an early redemption charge is due, as of the date as of which the subscription price of such Units is invested in the Trust, not when subscriptions are submitted by Unitholders or accepted by the Managing Owner or subscription funds are accepted.”
 
8.             
The first sentence of Section 14 is hereby deleted.
 
9.             
The last paragraph of Section 14 is hereby deleted and replaced with the following:
 
“All subscriptions will be deposited in a subscription account with JP Morgan Chase or such other account as designated by the Managing Owner from time to time.  The Managing Owner may terminate any offering of Units at any time.  The aggregate of all Capital Contributions shall be available to the Trust to carry on its business, and no interest shall be paid by the Trust on any such contributions after such contributions are released.”
 
10.           
All references to “the Escrow Agent” in Section 18 are hereby deleted.
 

 
[Signatures Follow]
 
 
 

 
 
IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment to the Ninth Amended and Restated Declaration and Agreement of Trust as of the day and year first above written.
 
 
 
R. J. O’BRIEN FUND MANAGEMENT, LLC
as Managing Owner
 

 
By:           /s/ Annette Cazenave                                                              
Name:      Annette Cazenave
Title:        Executive Vice President


WILMINGTON TRUST COMPANY
not individually but solely as Trustee
 

 
By:           /s/ Joseph B. Feil                                            
Name:      Joseph B. Feil
Title:        Vice President