10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q Amendment #1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

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.)

c/o R.J. O’Brien Fund Management, LLC

222 South Riverside Plaza

Suite 900

Chicago, IL 60606

(Address of principal executive offices) (Zip Code)

(312) 373-5000

(Registrant's telephone number, including area code)

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 ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes ¨ 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.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £ (Do not check if smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

Explanatory Note: The sole purpose of this Amendment to RJO Global Trust’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013, filed with the Securities and Exchange Commission on November 13, 2013 (the “Form 10-Q”), is to file (i) the Second Amendment to the Ninth Amended and Restated Declaration and Agreement of Trust of the Registrant, dated as of October 18, 2013 (Exhibit Number 3.03); (ii) the Investment Management Agreement, entered into as of August, 2013, among RJO Global Trust, R.J. O’Brien Fund Management LLC and RPM Risk and Portfolio Management AB (Exhibit Number 10.01) and (iii) the Notice to Unitholders dated October 18, 2013 (Exhibit 99.01).  Each of the foregoing exhibits were included in Item 6 of the Form 10-Q, but were not submitted with such filing.  No other changes have been made to the Form 10-Q.

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Item 6.  Exhibits

a)   Exhibits

Exhibit Number	Description of Document
3.01	Ninth Amended and Restated Declaration and Agreement of Trust of the Registrant, dated as of September 1, 2010.(1)
3.02	First Amendment to the Ninth Amended and Restated Declaration and Agreement of Trust of the Registrant, dated as of July 13, 2011.(2)
3.03	Second Amendment to the Ninth Amended and Restated Declaration and Agreement of Trust of the Registrant, dated as of October 18, 2013.***
3.04	Restated Certificate of Trust of the Registrant.(3)
10.01**	Investment Management Agreement, entered into as of August, 2013, among RJO Global Trust, R.J. O’Brien Fund Management LLC and RPM Risk and Portfolio Management AB.***
31.01	Rule 13a-14(a)/15d-14(a) Certifications of Principal Executive Officer.***
31.02	Rule 13a-14(a)/15d-14(a) Certifications of Principal Financial Officer.***
32.01	Section 1350 Certification of Principal Executive Officer.***
32.02	Section 1350 Certification of Principal Financial Officer.***
99.01	Notice to Unitholders dated October 18, 2013.***
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

(1)  Incorporated by reference herein from the exhibit of the same description filed on September 7, 2010 on Form 8-K.

(2)  Incorporated by reference herein from the exhibit of the same description filed on July 15, 2011 on Form 8-K.

(3)  Incorporated by reference herein from the exhibit of the same description filed on September 30, 2008 on Form 8-K.

* These exhibits were previously included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 filed with the Securities and Exchange Commission on November 13, 2013.

** Certain information in this exhibit has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*** Filed herewith.

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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 and thereunto duly authorized.

RJO Global Trust

Date:           April 4, 2014

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

Managing Owner

By:           /s/ Julie M. DeMatteo                                                                                                                         

Julie M. DeMatteo

Chief Executive Officer

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EX-3.03

EXHIBIT 3.03

Second Amendment to the

Ninth Amended and Restated Declaration and Agreement of Trust of

RJO Global Trust

This SECOND AMENDMENT TO THE NINTH AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST of the RJO Global Trust (the “Trust”) dated as of October 18, 2013 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 20(a) of the Trust Agreement permits the Managing Owner to amend the Trust Agreement without the consent of the Unitholders in order to make any amendment to the Trust Agreement which the Managing Owner deems advisable, provided that such amendment is for the benefit of and not adverse to the Unitholders or the Trustee, or that is required by law;

WHEREAS, the Managing Owner has determined that the below amendments are for the benefit of and not adverse to the Unitholders or the Trustee;

NOW, THEREFORE, the Trust Agreement is hereby amended as follows, such amendments to become effective on October 18, 2013:

1.   Section 9(c) is hereby deleted and replaced with the following:

The Trust shall pay the monthly Brokerage Fee, equal to approximately .92% of the Trust’s month-end assets on an annual basis with respect to the Units.  With respect to Class A and Class D Units, the Trust shall pay a selling commission to the selling agents of 2.0% annually.  Class B and Class C Units shall not be subject to a selling commission.

With respect to Class C and Class D Units, the Trust shall reimburse the Managing Owner for wholesaling expenses of up to 0.35% of Net Assets annually. Class A and Class B shall not be subject to any wholesale expenses.  The Trust shall pay administrative expenses as they are incurred, which are estimated to be .88% of the Trust’s month-end assets on an annual basis with respect to the Units.

With respect to all Units, the Trust shall pay the Managing Owner a managing owner fee of 0.50% of Net Assets annually.

Any goods and services provided to the Trust by the Managing Owner shall be provided at rates and terms at least as favorable as those which may be obtained from third parties in arm’s-length negotiations.  All of the expenses which are for the Trust’s account shall be billed directly to the Trust, as appropriate.  Appropriate reserves may be created, accrued and charged against Net Assets for contingent liabilities, if any, as of the date any such contingent liability becomes known to the Managing Owner.

The Trust shall bear the costs of the continuous offering of the Units (other than selling commissions and ongoing compensation), as incurred; provided that the Managing Owner shall absorb, without reimbursement from the Trust, all such costs to the extent that such costs exceed 0.5% of the Trust’s average month-end Net Assets in any fiscal year.  The amount of any such costs borne by the Trust shall be allocated on a pro rata basis to each Unit outstanding at any month-end (determined prior to any redemptions).

Net Assets, for purposes of calculating the 0.5% limitations on continuous offering costs set forth in this Section 9(c), shall be calculated in the same manner as calculation of the redemption value of a Unit, i.e., net of all accrued fees and expenses including any accrued incentive fee(s) (but prior to redemption charges).

In no event shall ongoing and offering costs (including redemption fees, but excluding ongoing compensation) exceed 15% of the Capital Contributions to the Trust.

The Managing Owner shall not allocate any of its internal expenses or overhead to the account of the Trust.

2.   The last paragraph of Section 10(e) is hereby deleted and replaced with the following:

The Trust and the Managing Owner reserve the right to deposit, at any time, a portion of the Trust assets with a custodian and engage the services of a third-party cash manager to manage such assets with the goal of enhancing net return on such assets.

3.   The word “highest” in the first line of the fourth paragraph of Section 13 is hereby deleted.

4.   Section 13 is hereby amended to add the following:

Class C Units will not be subject to any redemption charges.

5.   The first sentence of the last paragraph of Section 14 is hereby deleted and replaced with the following:

All subscriptions will be deposited in a subscription account with Bank of America or such other account as designated by the Managing Owner from time to time.

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IN WITNESS WHEREOF, the undersigned have duly executed this Second 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/ Adam E. Cromell

Name:      Adam E. Cromell

Title:        Chief Financial Officer

 and duly authorized officer

WILMINGTON TRUST COMPANY

not individually but solely as Trustee

By:           /a/ David B. Young

Name:      David B. Young

Title:        Vice President

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EX-10.01

CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

EXHIBIT 10.01

INVESTMENT MANAGEMENT AGREEMENT

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made with effect from the 30th day of August, 2013, by and among RJO Global Trust a series trust organized under the laws of the State of Delaware (the “RJO Global Trust”), R.J. O’Brien Fund Management LLC, a limited liability company organized under the laws of the State of Delaware and the managing owner of the RJO Global Trust (the “Managing Owner”) and RPM Risk & Portfolio Management Aktiebolag, a limited liability company organized under the laws of Sweden (the “Investment Manager”).

WHEREAS, capitalized terms herein are used as defined in Section 23;

WHEREAS, the RJO Global Trust invests in one or more series within OASIS LLC, a limited liability company organized under the laws of the State of Delaware (each series, an “OASIS Series”) and, which will in turn invest in various Master Funds;

WHEREAS, each Master Fund is managed by a different third-party professional commodity trading advisor (“Trading Advisor”), and, collectively, the Trading Advisors implement a wide range of trading strategies and trade entirely independently from each other; and

WHEREAS, the parties hereto desire to enter into this Agreement setting forth the terms on which the Investment Manager will perform certain investment management services for the RJO Global Trust.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.   Appointment of the Investment Manager.

The RJO Global Trust and the Managing Member hereby appoint the Investment Manager as the trading manager of the RJO Global Trust to invest the assets of the RJO Global Trust with the Trading Advisors each of which shall be accessed through a separate NewCo Series and the Investment Manager hereby accepts such appointment on the terms set forth herein.

2.   Power and Authority of the Investment Manager.

(a)The Investment Manager shall, commencing on the date hereof, have sole and exclusive authority and responsibility for directing the allocation and reallocation of the RJO Global Trust’s capital to and among the Master Funds in accordance with the Investment Manager’s best judgment and in a manner consistent with the Investment Manager’s approach to Trading Advisor selection described in the Disclosure Document, as such approach may be refined and modified from time to time, and is expressly authorized, as attorney-in-fact, to execute any and all documents or instruments, for or on behalf of, and in the name of the RJO Global Trust, necessary or appropriate in connection therewith, including, but not limited to, any subscription agreement or redemption or withdrawal request[, any trading advisor agreement] or any proxy or consent sought from the NewCo Series.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(b) In managing the capital of the RJO Global Trust as contemplated herein and in the Disclosure Document, it is understood and agreed that the Investment Manager is in no respect making any guaranty to the RJO Global Trust of profits or of protection against loss. All investments made by the RJO Global Trust through a NewCo Series shall be for the account and risk of the RJO Global Trust, and the Investment Manager shall not incur liability for any losses resulting therefrom, except as otherwise expressly provided herein.

(c)The Investment Manager, shall have the sole and exclusive authority and responsibility with regard to the investment, maintenance and management of capital invested in any cash (or other) account, provided that any such investment shall be consistent with the governing documents of the RJO Global Trust, the US Commodity Exchange Act, as amended, and applicable US Commodity Futures Trading Commission regulations.

(d)The Investment Manager shall only be required to devote such business time and resources to its obligations hereunder as the Investment Manager may deem necessary or advisable for the discharge of such obligations.

3.   Other Activities.

(a)Except to the extent contemplated by Section 2(d), nothing herein shall be deemed to limit or restrict the right of the Investment Manager or its Affiliates to engage in, or to devote time and attention to the management of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other Person.  The RJO Global Trust shall not be entitled to any of the profits from these other entities or activities.

(b)The principles of the doctrine of “corporate opportunity,” any analogous doctrine under applicable law or other similar rights or claims shall not apply to the Investment Manager’s or its Affiliates’ dealings with the RJO Global Trust.

4.   Administration.

(a)The RJO Global Trust has selected NAV Consulting Inc. to serve as its administrator.  The Administrator (including any successor administrator) shall calculate the fees due to the Investment Manager hereunder and shall provide the Investment Manager, by no later than 5:00 p.m. in Chicago, Illinois, on the 10th Business Day of each month, a statement reflecting the Investment Manager’s fees earned and accrued during the previous month and the basis of their calculation (including, for the avoidance of doubt, identification of the amount of interest income, and the basis of its calculation).

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(b)Upon three Business Days’ notice to the RJO Global Trust, the Investment Manager or its agents shall have the right, during normal business hours, to have limited access to and to inspect and copy such books and records relating to the RJO Global Trust for purposes reviewing the number of investors, date investments are made and redeemed and amount of investments and redemptions. The Investment Manager shall not have access to identifying or other investor specific information.

5.   Investment Manager Fees.

(a)For the investment management services contemplated by this Agreement, the RJO Global Trust shall pay the Investment Manager a management fee (the “RPM Management Fee”) equal to *% of the month-end net asset value of all unit classes of the RJO Global Trust, calculated and paid monthly in arrears (a *% per annum rate).  For purposes of calculating the RPM Management Fee, the net asset value of all unit classes the RJO Global Trust shall be determined before reduction for any RPM Management Fees then being calculated and all other fees and expenses as of such month-end, and before giving effect to any subscriptions for units in the RJO Global Trust made as of the beginning of the month immediately following such month-end and to any distributions or redemptions accrued during or as of such month-end, as described in the Disclosure Document as of the date hereof.  The RPM Management Fee shall be prorated for any partial month during which this Agreement is in effect.  The RJO Global Trust shall remit the RPM Management Fee due the Investment Manager hereunder within 10 Business Days of the end of the month during which it was earned.

(b)The RJO Global Trust shall also pay the Investment Manager a performance fee (the “RPM Performance Fee”) equal to *% of the New Appreciation on New Assets only for each calendar quarter.

“New Appreciation” during each calendar quarter shall equal the amount by which the net asset value of the New Assets (without regard to any subscriptions for units that have occurred since the last RPM Performance Fee payment), prior to reduction for any accrued RPM Performance Fee, exceeds the RPM High Water Mark.   Interest income shall not be taken into account in calculating New Appreciation.

“New Assets” shall be assets contributed to the RJO Global Trust through subscriptions for units from the date of this Agreement and shall not include any assets already invested in the RJO Global Trust as of the date of this Agreement.  The RJO Global Trust shall issue a new class of units to track New Assets and to calculate and pay the RPM Performance Fee (the “New Units”).

 “RPM High Water Mark” shall be the net asset value of the New Assets as of the previous quarter-end when an RPM Performance Fee was last paid (or if no RPM Performance Fee has been paid, the net asset value of the New Assets as of the effective date of this Agreement). New Appreciation shall be determined prior to reduction for any accrued RPM Performance Fee, but after reduction for all other fees and expenses allocable to the New Assets (including the RPM Management Fee and management and incentive fees paid to the Trading Advisors) as of such quarter-end, as described in the Disclosure Document as of the date hereof

 

*Confidential material redacted and filed separately with the Commission.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

When New Units in the RJO Global Trust are redeemed, the RPM High Water Mark shall be reduced by the same percentage as the amount by which net asset value of New Units being redeemed bears to the then current net asset value of the New Assets as of the date of the redemption (without regard to subscriptions for New Units made as of the beginning of the month immediately following the date as of which the RPM Performance Fee is being calculated).  Similarly, should there be an RPM Performance Fee accrual at the time of a redemption of New Units occurring other than as of a quarter-end, a portion of such RPM Performance Fee shall be paid to the Investment Manager according to the proportion of that the net asset value of New Units being redeemed bears to the then current net asset value of the New Assets as of the date of the redemption.

The RJO Global Trust shall remit the RPM Performance Fee due the Investment Manager hereunder within 10 Business Days of the end of the calendar quarter during which such RPM Performance Fee was earned.

6.   Term and Termination.

This Agreement shall continue in effect for a period of one year, subject to annual renewal thereafter until otherwise terminated as provided herein.  This Agreement shall terminate upon the occurrence of any of the following: (a) upon thirty days’ prior written notice by any party to the other parties or (b) immediately, in the event  (i) of the suspension of all trading by a majority of the Trading Advisors for the Master Funds in which the RJO Global Trust invests; (ii) of the suspension or termination of any necessary license, approval or registration required of the parties to this Agreement;  (iii) of a declaration of bankruptcy or insolvency by any party to this Agreement or (iv) the Managing Member reasonably determines in its sole discretion it is necessary to do so under the terms of the Trust Agreement.  The termination of this Agreement shall in no respect extinguish the obligations of the RJO Global Trust for the payment of the Investment Manager’s fees earned or accrued prior to the effective date of such termination and the RPM Management Fee and RPM Performance Fee shall become due and payable as if the date of such termination were a month-end and calendar quarter-end.

7.   Independent Contractor Status of the Investment Manager.

For purposes of this Agreement, the Investment Manager shall be deemed to be an independent contractor and not an employee or dependent agent of the RJO Global Trust or the Managing Member.  Nothing in this Agreement shall be construed as making the RJO Global Trust or the Managing Member as a partner or co-venturer with the Investment Manager.  Except as provided in this Agreement, the Investment Manager shall have no authority to bind, obligate or represent the RJO Global Trust, the Managing Member or any NewCo Series, and shall be subject to none of the fiduciary duties of a manager, Member or officer in respect of the RJO Global Trust or any NewCo Series.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

8.   Right of Third Parties to Rely on the Power and Authority of the Investment Manager.

The acts of the Investment Manager relating to the subject matter of this Agreement in carrying out the business of the RJO Global Trust may be relied upon by any third party as binding upon the RJO Global Trust.

9.   Limitation of Liability and Indemnification.

(a)The Investment Manager shall not be liable to the RJO Global Trust or the Managing Member except for acts or omissions of the Investment Manager which constitute gross negligence or willful misconduct in the discharge of its duties hereunder or a material breach of this Agreement, and such act or omission was not done in good faith and in a manner the Investment Manager reasonably believed to be in, or not opposed to, the best interests of the RJO Global Trust.  Further, the Investment Manager shall not be liable to the RJO Global Trust or the Managing Member for its honest mistakes in judgment or for any action or inaction of any other agent of or service provider to the RJO Global Trust or any Master Fund, including any Trading Advisor, or their respective principals, employees or agents.  In no event shall the Investment Manager be liable for any Losses (as defined below) based upon, arising out of related to the operations of the RJO Global Trust prior to the effective date of this Agreement or for consequential damages, special or indirect damages, lost income, lost profits or loss of business opportunities in general.

(b)The RJO Global Trust shall indemnify, defend and hold harmless the Investment Manager and its Affiliates and their respective owners, principals, directors, officers, employees or agents (collectively, “Investment Manager Parties”) from and against any loss, claim, damages, liabilities (joint and several), costs and expenses (including any investigatory, legal and other fees and expenses), judgments and amounts paid in settlement  (collectively, “Losses”) to which an Investment Manager Party may become subject to based upon, arising out or otherwise related to: (i) the fact that the Investment Manager is or was the investment manager to the RJO Global Trust;  (ii) the Investment Manager’s actions or alleged actions or capacities relating to the business or activities of the RJO Global Trust; (iii) any activities or alleged activities of the RJO Global Trust or the Managing Member regardless of whether or not such activities or alleged activities relate to the Investment Manager; or (iv) any activity of any Trading Advisor, selling agent, broker or counterparty, whether to the RJO Global Trust, a NewCo Series, or a Master Fund; provided that the conduct of the Investment Manager did not constitute gross negligence or willful misconduct in the discharge of its duties under this Agreement, or a breach of any material term of this Agreement, and (ii) the Investment Manager  acted in good faith and in a manner the Investment Manager reasonably believed to be in, or not opposed to, the best interests of the RJO Global Trust.

(c)The Investment Manager shall indemnify, defend and hold harmless the RJO Global Trust from and against any Losses to which the RJO Global Trust may become subject to the extent such Losses are the direct result of the Investment Manager’s gross negligence or willful misconduct in the discharge of its duties under this Agreement or a breach of any material term of this Agreement by the Investment Manager.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(d)The Managing Member shall indemnify, defend and hold harmless each Investment Manager Party from and against any Losses which any Investment Manager Party may incur based upon, arising out of or related to:  (i) the operation of the RJO Global Trust prior to the effective date of this Agreement, including, without limitation, any Losses based upon, arising out of or otherwise related to the offer and sale of units in the RJO Global Trust or the investment performance of the RJO Global Trust; or (ii) any material breach of any representation or warranty of the Managing Member set forth in this Agreement.

(e)The provisions of this Section 9 shall survive the termination of this Agreement.

(f)Nothing in this Section 9 shall in any way constitute a waiver or limitation of any rights which the RJO Global Trust may have under U.S. federal or state securities laws or other applicable Law or purport to indemnify the Investment Manager Parties to the extent (but only to the extent) that such indemnification would be inconsistent with U.S. federal or state securities laws or other applicable Law.

10.   Representations

(a)The RJO Global Trust represents and warrants to the other parties that:

(i)   it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, with full power and authority to enter into, and perform its obligations under, this Agreement and to conduct its business as described in this Agreement;

(ii)   the execution and delivery of this Agreement by the RJO Global Trust has been duly authorized and such performance will not breach any obligation binding upon the RJO Global Trust;

(iii)   this Agreement, when executed and delivered by the parties, will be binding on the RJO Global Trust enforceable in accordance with its terms;

(iv)   the RJO Global Trust is authorized to retain the Investment Manager to provide the services set out in this Agreement; and has obtained all necessary licenses, registrations, and regulatory approvals required under all jurisdictions in which offers or sales of units in the RJO Global Trust will be made;

(v)   The RJO Global Trust is a duly formed and validly existing series trust organized under the laws of the State of Delaware;

(vi)   the assets of the RJO Global Trust do not constitute “plan assets” for purposes of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(vii)   the RJO Global Trust is not registered or required to be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) and is not a company which has elected to be a business development company pursuant to Section 54 of the Investment Company Act and has not withdrawn its election; and

(viii)   the offer and sale of units in the RJO Global Trust has been and will be made in compliance with all applicable Laws.

(b)The Investment Manager represents and warrants to the other parties that:

(i)   it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, with full power and authority to enter into, and perform its obligations under, this Agreement and to conduct its business as described in this Agreement;

(ii)   the execution and delivery of this Agreement by the Investment Manager has been duly authorized and such performance will not breach of any obligation binding upon the Investment Manager;

(iii)   this Agreement, when executed and delivered by the parties, will be binding upon the Investment Manager enforceable in accordance with its terms;

(iv)   it has obtained all necessary licenses, registrations, and regulatory approvals required under all relevant jurisdictions.

(c)The Managing Member represents and warrants to the other parties that:

(i)   It is duly organized, validly existing and  in good standing under the laws of the jurisdiction of its formation, with full power and authority to enter into, and perform its obligations under, this Agreement and to conduct its business as described in this Agreement;

(ii)   the execution and delivery of this Agreement by the Managing Member has been duly authorized and such performance will not breach of any obligation binding upon the Managing Member;

(iii)   this Agreement, when executed and delivered by the parties, will be binding upon the Managing Member enforceable in accordance with its terms;

(iv)   it has obtained all necessary licenses, registrations, and regulatory approvals required under all relevant jurisdictions;

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(v)   it shall not allow any assets of the RJO Global Trust to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code;

(vi)   the RJO Global Trust is not registered or required to be registered as an investment company under the Investment Company Act and is not a company which has elected to be a business development company pursuant to Section 54 of the Investment Company Act and has not withdrawn its election; and

(vii)   the offer and sale of units in the RJO Global Trust has and will be made in compliance with all applicable Laws.

(d)The foregoing representations and warranties shall be continuing during the term of this Agreement and any renewal thereof and if at any time any event shall occur which would make or tend to make any of the foregoing not true or incomplete, each party will promptly notify the other parties thereof.

11.   Confidentiality.

Each party acknowledges and agrees that, during the term of this Agreement, each party may have access to certain confidential and proprietary information of the other parties, including information regarding the Investment Manager’s selection and allocation strategies and the resulting investment selections and allocations that are made.  Such confidential information of such party may not be used in any way by any other party for its own private, commercial or marketing purposes or, directly or indirectly, disclosed to or discussed with any other Person, except those directors, officers, employees or agents of such party whose access to such information is reasonably necessary to enable such party to perform its services as contemplated under this Agreement and who agree to maintain the confidentiality of such information or unless required by Law.  Nothing contained herein shall require the Investment Manager to disclose to the RJO Global Trust or the Managing Member any proprietary elements of its allocation models or other proprietary information. The provisions of this Section 11 shall survive the termination of this Agreement.

12.   Assignment.

This Agreement may not be assigned by any party without the prior written consent of the other parties hereto.

13.   Amendment.

Except as otherwise provided herein, this Agreement may not be amended except by the written agreement of the parties.

14.   Waivers.

(a)No failure or delay by a party to this Agreement in exercising any right, power, privilege or remedy hereunder and no course of dealing between the parties to this Agreement shall impair or operate as a waiver thereof in whole or in part.  No single or partial exercise of any right, power, privilege or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy hereunder.  The rights, powers, privileges and remedies provided herein are cumulative and not exclusive of any rights, powers, privileges or remedies which a party to this Agreement would otherwise have.  Failure on the part of a party to complain of any act of the other or to declare the other in default under this Agreement, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights with respect to such default.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(b)Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.

15.   Binding Effect; Benefit; Third-Party Beneficiaries.

(a)This Agreement shall be binding upon and shall inure to the benefit of the RJO Global Trust, the Managing Member, the Investment Manager, all Investment Manager Parties and their respective estates, custodians, executors, administrators, legal representatives, heirs and permitted successors, transferees and assigns.

(b)Subject to Section 15(a), nothing contained in this Agreement, express or implied, shall confer any rights upon any Member or any Person not a party to this Agreement.

16.   Notices.

All notices required or desired to be delivered under this Agreement shall, except as otherwise provided herein, be delivered (a) personally, (b) by facsimile or e-mail communication, (c) by registered or certified mail, postage prepaid, return receipt requested, or (d) by recognized overnight courier service as follows:

If to the RJO Global Trust or the Managing Member: RJ O’Brien Fund Management, LLC 222 S. Riverside Plaza, Suite 900 Chicago, IL 60606 Email: Telephone:  (888) 292-9399 Facsimile:   (312) 373-4830 If to the Investment Manager:   RPM Risk & Portfolio Management Aktiebolag Norrmalmstorg 16 SE-111 46 Stockholm Sweden E-mail: legal@rpm.se Telephone: +46-8-4070800 Facsimile: +46-8-4070801

All notices required or permitted under this Agreement which are addressed as provided in this Section 16, if delivered personally, faxed or e-mailed, shall be effective upon delivery; if delivered by recognized overnight courier, shall be effective one day after deposit with such courier, delivery charges prepaid; and if delivered by certified mail, shall be effective five days after deposit in the U.S. mail, postage prepaid.  A party may, from time to time, change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until such notice is actually received by the other party.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

17.   Regulatory Rules.

Subject always to the other provisions of this Agreement, the following provisions shall apply:

(a)           The Investment Manager is an investment firm (Sw. värdepappersbolag) pursuant to the Act and as such is regulated by the SFSA.

(b)           The Investment Manager has categorized the RJO Global Trust as a professional client (Sw. icke-professionell kund) (as defined in the Act) and the Investment Manager will provide its services hereunder on that basis.

(c)           The RJO Global Trust has the right to request that the Investment Manager categorize it as a retail client (Sw. icke-professionell kund) (as defined in the Act) either generally or in specific circumstances.

(d)           Nothing in this Agreement shall exclude or restrict any duty or liability to the RJO Global Trust which the Investment Manager may have under the Act or the rules or codes issued by the SFSA from time to time or any applicable laws or regulations.

18.   Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to any principles of conflict of laws that would result in the application of the substantive laws of any other jurisdiction.

19.   Consent to Jurisdiction.

The parties agree that any dispute arising out of this Agreement, whether by arbitration or otherwise, shall be resolved within the City of Chicago, State of Illinois.  Accordingly, each of the parties (a) submits to the exclusive jurisdiction of the federal and state courts located in the City of Chicago, State of Illinois; (b) agrees that any action or proceeding brought by a party to enforce any right to assert any claim in connection with this Agreement shall be commenced within the City of Chicago, State of Illinois; and (c) waives any objection that it may have at any time to the laying of venue of any dispute brought in any such court, any claim that such dispute has been brought in an inconvenient forum and any right to object, with respect to such dispute, that such court does not have jurisdiction over such party.

20.   Arbitration.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by arbitration administered by JAMS and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in accordance with Section 19; provided, however, that a party may, without inconsistency with this arbitration provision, apply to any court and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  The arbitration will be conducted in Chicago, Illinois by an arbitrator operating in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration.  The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction.  The fees and expenses of such arbitration shall be borne by the non-prevailing party, as determined by such arbitration.  Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other parties.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

21.   Entire Agreement; Severability.

(a)This Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect hereto.

(b)In the event that any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid or unenforceable.  Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other.  Furthermore, in the event of any such modification, invalidity or unenforceability, this Agreement shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question and otherwise as set forth herein.  If such deemed modification or limitation will not have the desired effect, and provided the fundamental terms and objective of this Agreement are not altered, the provision shall no longer form part of this Agreement and the remaining provisions of this Agreement shall be unaffected thereby.

22.   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.

23.   Definitions.

For the purposes of this Agreement, the following terms shall have the meanings set forth below, unless and only to the extent that the context otherwise requires.  Capitalized terms used but not defined herein have the meanings set forth in the Disclosure Document.

“Act” means the Swedish Financial Markets Act (2007: 528) (Sw. lag om värdepappersmarknaden (2007:528)).

“Administrator” means NAV Consulting Inc. or such Person or Persons from time to time appointed as the administrator of the RJO Global Trust.

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

“Affiliate” means, with respect to any Person, a Person controlling, controlled by or under common control with that Person, either directly or indirectly through one or more intermediaries.

“Agreement” means this Investment Management Agreement, as amended or supplemented from time to time.

“Business Day” means Monday through Friday of each week excluding federal holiday in the United States.

“Disclosure Document” means the Confidential Disclosure Document of the RJO Global Trust LLC, dated ___________, as updated or supplemented from time to time.

“Investment Manager Party” has the meaning given it in Section 9(b).

“Law” means any law, regulation (proposed, temporary or final), administrative rule or procedure, self-regulatory organization rule or interpretation, or exchange rule or procedure binding upon (as applicable in light of context) any party hereto.

“Master Fund” means each separately managed investment vehicle or account through which a NewCo Series conducts its trading activities.

“Member” means any person admitted as a member of the RJO Global Trust under the terms of the Trust Agreement.

 “Person” means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, government (or any agency or political subdivision thereof) or other entity having legal personality under the laws of any jurisdiction.

“SFSA” means the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

“Trust Agreement” means the Ninth Amended and Restated Declaration and Agreement of Trust of the RJO Global Trust, as amended from time to time and/or restated from time to time.

24.   Rules of Interpretation.

In this Agreement, unless inconsistent with the context or the contrary intention appears, a reference to:

(a)   “may” shall be construed as permissive;

(b)   a “notice” means written notice unless otherwise stated;

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

(c)   “shall” shall be construed as imperative;

(d)   the singular includes the plural and vice versa;

(e)   the masculine includes the feminine and neuter respectively;

(f)   writing includes typewriting, printing, lithography, photography and other modes of representing or reproducing words in a legible and non-transitory form;

(g)   any reference to a Law, agreement or a document shall be deemed also to refer to any amendment, supplement or replacement thereof;

(h)   whenever this Agreement refers to a number of days, such number shall refer to calendar days unless such reference specifies business days;

(i)   the term “and/or” is used herein to mean both “and” as well as “or.”  The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others.  “Or” shall not be interpreted to be exclusive, and “and” shall not be interpreted to require the conjunctive — in each case, unless the context otherwise requires;

(j)   the terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”);

(k)   headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to affect the meaning or interpretation hereof; and

(l)   no provision of this Agreement shall be construed in favor of or against any Person by reason of the extent to which any such Person, its Affiliates or their respective employees or counsel participated in the drafting thereof.

[Signature page follows.]

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CONFIDENTIAL TREATMENT REQUESTED.  Confidential portions of this document have been redacted and have been separately filed with the Commission.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed in its name or on its behalf as of the date first above written.

RJO Global Trust

By:     RJO Fund Management, LLC

Its:      Managing Owner

By:  /s/ Julie M. DeMatteo       

Name:    Julie M. DeMatteo

Title:      Managing Director

RJ O’Brien Fund Management, LLC

By:  /s/ Julie M. DeMatteo        

Name:    Julie M. DeMatteo

Title:      Managing Director

RPM Risk & Portfolio Management Aktiebolag

By: /s/ Mikael Stenborn

Name:   Mikael Stenborn

Title:      CEO

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EX-31.01

Exhibit 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Julie M. DeMatteo, do hereby certify that:

1.	I have reviewed this quarterly report on Form 10-Q of RJO Global Trust;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as 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 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 report based on such evaluation; and
	(d)	Disclosed in this 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: April 4, 2014
By:	/s/ Julie M. DeMatteo
Julie M. DeMatteo
Chief Executive Officer
R.J. O’Brien Fund Management, LLC

EX-31.02

Exhibit 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, James Gabriele, do hereby certify that:

1.            I have reviewed this quarterly report on Form 10-Q of RJO Global Trust;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as 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 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 report based on such evaluation; and

(d) Disclosed in this 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: April 4, 2014
By:	/s/ James Gabriele
James Gabriele
Chief Financial Officer
R.J. O’Brien Fund Management, LLC

EX-32.01

Exhibit 32.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTIONS 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Julie M. DeMatteo, 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 quarterly report on Form 10-Q of the Trust 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 quarterly report on Form 10-Q of the Trust fairly presents, in all material respects, the financial condition and results of operations of the Trust.

By:	/s/ Julie M. DeMatteo
Julie M. DeMatteo
Chief Executive Officer
R.J. O’Brien Fund Management, LLC
April 4, 2014

EX-32.02

Exhibit 32.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTIONS 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James Gabriele, 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 quarterly report on Form 10-Q of the Trust fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) the attached quarterly report on Form 10-Q of the Trust fairly presents, in all material respects, the financial condition and results of operations of the Trust.

By:	/s/ James Gabriele
James Gabriele
Chief Financial Officer
R.J. O’Brien Fund Management, LLC
April 4, 2014

EX-99.01

EXHIBIT 99.01

Notice to Unitholders

Fee Change to Class A and Class B Units

Dear Unitholder,                                                                                                                              October 18, 2013

We are writing to advise you of key changes to the fees and expenses charged to Class A and Class B Units of RJO Global Trust, effective as of November 1, 2013. Overall asset-based fees and expenses charged to Class A and Class B Units are being decreased by 0.02% of the Trust’s month-end net assets on an annual basis.

As of August 30, 2013, R.J. O’Brien Fund Management, LLC, Managing Owner of the Trust, has appointed RPM Risk & Portfolio Management AB (“RPM”) as Investment Manager to the Trust, giving the Trust access to RPM’s “Evolving Manager Program.”

The table on page 9 of the Trust’s Disclosure Document is hereby deleted and replaced with the table below.  The fees and expenses described below become effective as of November 1, 2013.

Recipient	Nature of Payment	Amount of Payment
The Clearing Broker	Brokerage Fee	Charged as actually incurred. Estimated to be approximately 0.92% of the Trust’s month-end assets on an annual basis with respect to Class A and Class B Units.
The Selling Agents	Selling Commission	Class A Units are subject to a selling commission of 2.0% annually.  Class B Units are not subject to a selling commission.
The Trading Advisors	Management Fee	The Trust pays each Trading Advisor a monthly rate of up to 0.167% (2.0% annually) of the portion of net assets managed by each Trading Advisor.
	Incentive Fee	As of each calendar quarter-end, up to 25% of any new trading profits for such quarter generated by a Trading Advisor will be paid to such Trading Advisor.
The Investment  Manager	Investment Management Fee	The Trust pays the Investment Manager a fee of 0.75% of the Trust’s month-end net assets on an annual basis.
The Managing Owner	Managing Owner Fee	The Trust pays the Managing Owner a fee of 0.50% of the Trust’s month-end net assets on an annual basis.
	Redemption Fee	A redemption charge of 1.5% of the redemption date net asset value per Unit is imposed on Units redeemed on or before the end of the first eleven months after issuance and is deducted from Unitholders’ redemption proceeds and paid to the Managing Owner.
Third Parties	Ongoing Offering Costs	As incurred, subject to a ceiling of 0.50% of the Trust’s average month-end net assets in each fiscal year.
	Administrative Expenses	As incurred, currently estimated to be approximately 0.88% of the Trust’s average month-end net assets during each fiscal year.
	Extraordinary Charges	Actual payments to third parties; not subject to estimate.

In addition, the 3rd paragraph on page 21 has been revised as follows:

Special Redemption in Event of 50% Decline in Net Assets; Limitation on Redemption Payments

If the Trust experiences a decline in net asset value per unit as of the close of business on any business day to less than 50% of the net asset value per unit on the prior month-end net asset value, or to $50 or less, the Managing Owner will liquidate all open positions and suspend trading.  Within ten days of such event, the Managing Owner shall declare a special redemption date and mail notice of such event to each Unitholder.  The right of a Unitholder to receive a redemption payment, including in connection with this special notice, depends on the Trust’s ability to obtain the necessary funds by liquidating commodity positions and obtaining payments from its commodity brokers, banks, or other persons or entities.

Please let us know if you have any questions.

Thank you for your support of the RJO Global Trust.

R.J. O’Brien Fund Management, LLC

Managing Owner, RJO Global Trust

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