UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 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) 222 S Riverside Plaza Suite 900 Chicago, IL 60606 (Address of principal executive offices) (Zip Code) (888) 292 - 9399 (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 ⌧ 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 ⌧ 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. ⌧ Yes o No Indicate by check mark where the registrant has submitted electronically and posted on its corporate Website, 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). ⌧ 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. ⌧ 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 o (Do not check if a smaller reporting company) Smaller reporting company ⌧ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ⌧ 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: $10,560,985 as of June 30, 2014. Delaware 36 - 4113382 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
⌧⌧⌧⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
oooo 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)
222 S Riverside Plaza
Suite 900 Chicago, IL 60606
(Address of principal executive offices) (Zip Code)
(888) 292 - 9399 (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 ⌧ 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 ⌧ 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. ⌧ Yes o No Indicate by check mark where the registrant has submitted electronically and posted on its corporate Website, 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). ⌧ 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. ⌧ 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 o (Do not check if a smaller reporting company) Smaller reporting company ⌧ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ⌧ 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: $10,560,985 as of June 30, 2014.
Delaware 36-4113382 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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Part I 3 Item 1. Business 3 Item 1A. Risk Factors 7 Item 2. Properties 15 Item 3. Legal Proceedings 15 Item 4. Mine Safety Disclosure 15 Part II 16 Item 5. Market for the Registrant’s Units and Related Security Holder Matters and Issuer Purchases of Equity Securities 16 Item 6. Selected Financial Data 16 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24 Qualitative Disclosures Regarding Means of Managing Risk Exposure 28 Risk Management 28 Item 8. Financial Statements and Supplementary Data 30 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31 Item 9A. Controls and Procedures 31 Item 9B. Other Information 31 Part III
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Item 10. Directors, Executive Officers and Corporate Governance 32 Item 11. Executive Compensation 33 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 33 Item 13. Certain Relationships and Related Transactions and Director Independence 33 Item 14. Principal Accounting Fees and Services 34 Part IV
Item 1. Business General Development of Business: Narrative Description of Business The RJO Global Trust (the “Trust”), is a Delaware statutory trust organized on November 12, 1996 under the Delaware Statutory Trust Act. The business of the Trust is the speculative trading of commodity interests, including U.S. and international futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, pursuant to the trading instructions of multiple independent commodity trading advisors (each a “Trading Advisor” and collectively, the “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 has been registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator, and has been a member in good standing of the National Futures Association (“NFA”) in such capacity, since December 1, 2006. 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”). Units of beneficial ownership of the Trust (“units”) commenced selling on April 3, 1997. Effective July 1, 2011, the Managing Owner discontinued the public offering of the units and began offering the units on a private placement basis only. The Trust filed a Post-Effective Amendment to its Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) on July 5, 2011 to deregister the remaining units that were unsold under the public offering. The Post-Effective Amendment was declared effective by the SEC on July 8, 2011. Effective January 15, 2014, the Managing Owner began offering Class C and Class D units. The Class A and Class B units are no longer offered. Pursuant to an Investment Management Agreement dated August 30, 2013 (the “Investment Management Agreement”), the Managing Owner appointed RPM Risk & Portfolio Management Aktiebolag, a limited liability company organized under the laws of Sweden, as investment manager to the Trust (“RPM” or the “Investment Manager”). The Trust remains a multi-advisor commodity pool where trading decisions for the Trust are delegated to the Trading Advisors, representing the Investment Manager’s “Evolving Manager Program”. RPM is responsible for selecting, monitoring, and replacing each commodity trading advisor available for its Evolving Manager Program. RPM is also responsible for the Trust’s allocations to each Trading Advisor through the Trust’s investment in RJ OASIS (as defined below). RPM may also add, remove or replace any Trading Advisor without the consent of or advance notice to investors. Investors will be notified of any material change in the basic investment policies or structure of the Trust. The Evolving Manager Program seeks to identity and select commodity trading advisors with shorter track records and with smaller assets under management who, in the opinion of the Investment Manager, appear to have potential for long-term over-performance relative to their respective peer group. RPM may add, delete or modify such categories of investment strategies in line with its investment objective and policy. The strategies include three broad based categories that are described as follows (each, an “Eligible Strategy”):
The Investment Manager will, in its discretion, determine the minimum or maximum target allocation or allocation range, or the manner in which to rebalance the Trust or adjust relative weightings of the Trust. RPM has complete flexibility in allocation and reallocating the Trust’s capital in any manner that it may deem appropriate. There can be no assurance as to which factors the Investment Manager may consider in making capital allocations for the Trust, or as to which allocation the Investment Manager may make.
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• Trend Following. A strategy that is often classified as “long volatility” because it tries to take advantage of large movements or “trends” in prices. Trading programs are often fully systematic with limited application of discretion using a wide range of technical analysis methods to determine when trends occur.
• Short-Term Trading. A strategy that refers to all futures and currency investment strategies with a trading horizon ranging from intraday to less than a month, which seeks to exploit short-term price inefficiencies. This is typically done using technical analysis.
• Fundamental Trading. A strategy that attempts to predict the future direction of markets based on macroeconomic data with less focus on price data alone. A fundamental approach seeks to find opportunities where price does not properly reflect the fundamental valuation of the underlying asset, i.e. its intrinsic value. A fundamental valuation can be done using various approaches but the most common methodologies are macroeconomic analysis and relative valuation.
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The Trust’s assets are currently allocated to O’Brien Alternative Strategic Investment Solutions, LLC (“RJ OASIS”), a Delaware series limited liability company operated by RJOFM. Each “series” of RJ OASIS feeds into a separate trading company established to facilitate trading by a particular Trading Advisor (each, a “Trading Company” and collectively, the “Trading Companies”). The Trading Companies are operated by RJOFM. On January 31, 2015, the Trust entered into the Tenth Amended and Restated Declaration and Agreement of Trust (the “Trust Agreement”) to aggregate comments made through previous amendments to the Ninth Amended and Restated Declaration and Agreement of Trust, as well as to: (i) make certain clarifying edits; (ii) reflect certain updates to the language regarding the fees and expenses of the Trust; and (iii) revise language regarding certain regulatory requirements of the Trust that are no longer applicable. None of the foregoing items are expected to significantly affect the unitholders. As of December 31, 2014, prior to quarter-end reallocation, RPM has delegated trading decisions for the Trust to five independent Trading Advisors: Revolution Capital Management, LLC (“RCM”), PGR Capital LLP (“PGR”), Paskewitz Asset Management, LLC (“PAM”), Centurion Investment Management, LLC (“CIM”) and ROW Asset Management, LLC (“ROW”), pursuant to advisory agreements executed between the Managing Owner, the Investment Manager, and, as applicable, each Trading Company and each Trading Advisor (each an “Advisory Agreement” and collectively the “Advisory Agreements”). The Advisory Agreements between the Trading Companies and the appropriate Trading Advisors provide that each Trading Advisor has discretion in and responsibility for the selection of the Trading Company’s commodity transactions with respect to that portion of the Series’ assets allocated to it. As of December 31, 2014, prior to quarter-end reallocation, RCM was managing 14.54%, PGR 19.68%, PAM 5.87%, CIM 35.38%, and ROW 18.58% of the Trust’s assets, respectively. Approximately 5.95% of the Trust’s assets were not allocated to any Trading Advisor. The Trust has no officers, directors or employees. RJO is a “futures commission merchant,” the Managing Owner is a “commodity pool operator” and the Trading 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 CFTC and are each a member of NFA in such respective capacities. 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 SEC, and is a member of the Financial Industry Regulatory Authority (“FINRA”). 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 state agencies having jurisdiction over the Trust; calculation of the Trust’s net asset value (“NAV”) (meaning the total assets less total liabilities of the Trust) and directing payment of the management and incentive fees payable to the Investment Manager and Trading Advisors under the Investment Management Agreement and Advisory Agreements, as applicable. 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; (ii) to cause the Trust to pay brokerage commissions at the rates provided for in the Trust’s Confidential Private Placement Memorandum and Disclosure Document, as amended or supplemented from time to time (the “Memorandum”); and (iii) to pay delivery, insurance, storage, service and other fees and charges incidental to the Trust’s trading. For the year ended December 31, 2014, $57,000 of ongoing offering costs were paid or accrued in connection with the offering of the units. The Advisory Agreements with RCM, PGR and PAM were entered into on October 9, 2013, the Advisory Agreement with CIM was entered into on April 17, 2014 and amended April 30, 2014, and the Advisory Agreement with ROW was entered into on September 18, 2014 and amended October 18, 2014. The Advisory Agreements terminate automatically in the event that the Trust is terminated in accordance with the Trust Agreement”. The Advisory Agreements generally allow the appropriate Trading Company or the Managing Owner to terminate, upon written notice, the Advisory Agreement upon specified notice periods or upon the occurrence of certain events, which may include where, (A) any person described as a “principal” of the Trading Advisor in the Trust’s offering document ceases for any reason to be an active “principal” of the Trading Advisor; (B) a Trading Advisor becomes bankrupt or insolvent; (C) a Trading 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 appropriate Trading Company; (D) the registration, as a commodity trading advisor (“CTA”), of a Trading Advisor with the Financial Services Authority (“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, a 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, a Trading Advisor violates any Trading Policy (as defined in its Advisory Agreements) or administrative policy, except with the prior express written consent of the Managing Owner; or (G) a Trading Advisor fails in a material manner to perform any of its obligations under its Advisory Agreement.
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The Advisory Agreements generally allow the appropriate Trading Advisor to terminate upon written notice its Advisory Agreement upon specified notice periods or upon the occurrence of certain events, which may include where, (A) the Managing Owner imposes additional trading limitations in the form of one or more Trading Policies (as defined in its Advisory Agreement) or administrative policies that a Trading Advisor does not consent to, such consent not to be unreasonably withheld; (B) the Managing Owner objects to a Trading Advisor implementing a proposed material change to its respective trading program and the Trading Advisor certifies to the Managing Owner in writing that it believes such change is in the best interests of the appropriate Trading Company; (C) the Managing Owner or the appropriate Trading Company 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 Trading Advisor; (D) the total Trust funds allocated to the Trading Advisor’s management falls below a level at which the Trading Advisor can reasonably implement its Trading Program; (E) the appropriate Trading Company 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) the Managing Owner or appropriate Trading Company merges, consolidates or sells a substantial portion of its assets. The Trading 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 Trading Advisor obtains, produces or utilizes in the performance of services for the Trust. To the extent that a Trading 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. 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) 120 days after the filing of a bankruptcy petition by or against the Managing Owner, unless the bankruptcy court approves the sale and assignment of the interests of the Managing Owner to a purchaser/assignor that assumes the duties of the Managing Owner; (3) 120 days after the notice of the retirement, resignation, or withdrawal of the Managing Owner, unless Beneficial Owners holding more than 50% of the outstanding units appoint a successor; (4) 90 days after the insolvency of the Managing Owner or any other event that would cause the Managing Owner to cease being managing owner of the Trust, unless Beneficial Owners holding more than 50% of the outstanding units appoint a successor; (5) dissolution of the Managing Owner; (6) insolvency or bankruptcy of the Trust; (7) a decrease in the NAV to less than $2,500,000; (8) a decline in the NAV per unit to $50 or less; (9) dissolution of the Trust; or (10) any event that would make it unlawful for the existence of the Trust to be continued or require dissolution of the Trust. A portion of 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, 100% of interest earned on the Trust’s assets, calculated by the average four-week Treasury bill rate, is paid to the Trust. For non-U.S. dollar deposits, the current rate of interest is equal to a rate of one-month LIBOR less 100 basis points. Any amounts received by RJO in excess of amounts paid to the Trust are retained by RJO. On October 6, 2010, the Managing Owner appointed RJO Investment Management LLC (“RJOIM”), an affiliate of the Managing Owner, to manage the Trust’s cash deposited with Wells Fargo Bank, N.A. (“Wells”). As of December 31, 2014, Wells held approximately $512,000 of the Trust’s assets. 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. As of December 31, 2014, accounting and transfer agency services for the Trust are provided by NAV Consulting, Inc., the Trust’s administrator. Refco-related Matter In 2005, certain assets held by the Trust’s prior clearing broker, Refco Capital Markets, LTD (“REFCO, LTD”), were determined to be illiquid. On October 31, 2005, $57,544,206 of equity was moved to a separate non-trading account (the “Non-Trading Account”) and 2,273,288 in substitute units were issued to the unitholders at that time, pro rata 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 $10,319,318 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.
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Effective January 1, 2007, JWH Special Circumstance LLC (the “LLC”), a limited liability company, was established to pursue additional claims against REFCO, LTD, and all Non-Trading Accounts were transferred to the LLC. Any new funds received from REFCO, LTD by the LLC will be distributed to unitholders who were investors in the Trust at the time of the bankruptcy of REFCO, LTD 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:
The unitholders have no rights to request redemptions from the LLC. The LLC 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 the time the agreement was executed). Recoveries by and distributions from the LLC are detailed in the chart below:
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(a) Any unitholder who had redeemed their entire interest in the Trust prior to distribution shall receive cash.
(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.
Recoveries from REFCO, LTD, Distributions paid by US Bank from the LLC, and effect on impaired value of assets held at REFCO, LTD
Amounts Received
from Balance of Collections in
Excess of
Cash Distributions to
Non-Participating Additional Units in Trust for Participating
Owners Date REFCO LTD Impaired Value Impaired Value Owners Units Dollars
*The collections on June 4, 2010 were from a settlement agreement (the “Settlement Agreement”) reached with Cargill, Inc. and Cargill Investors Services, Inc. (together, “Cargill”). The gross collections of $15,300,000 on June 4, 2010, were reduced by $970,550, which represented Cargill’s percentage of distributions, as defined in the Settlement Agreement. All subsequent collections are shown net and were reduced by Cargill’s percentage of distributions at 57.25% of the gross collections.
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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 U.S. and international futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, pursuant to the trading instructions of the Trading Advisors. 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, 2014, 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 SEC. 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 on official business days during the hours of 10:00 a.m. to 3:00 p.m. 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/clients/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 provide paper copies of such reports and amendments to its investors free of charge upon written request. Item 1A. Risk Factors. Possible Total Loss of an Investment in the Trust Investors could lose all or substantially all of their investment in the Trust. Neither the Trust nor the Trading Advisors have any ability to control or predict market conditions. The investment approach utilized on behalf of the Trust may not be successful, and there is no guarantee that the strategies employed by the Trading Advisors on behalf of the Trust will be successful. Specific Risks Associated with a Multi-Advisor Commodity Pool The Trust is a multi-advisor commodity pool. Each of the Trading Advisors makes trading decisions independent of the other Trading Advisors for the Trust. Thus, it is possible that the Trading Companies could hold opposite positions in the same or similar futures, forwards, and options, thereby offsetting any potential for profit from these positions. Each such position would cost the Trust transactional expenses (such as brokerage, commissions and NFA fees) but could not generate any recognized gain or loss. Moreover, the Investment Manager is responsible for selecting, monitoring, and replacing each commodity trading advisor available for its Evolving Manager Program. The Investment Manager is also responsible for the Trust’s allocations to each Trading Advisor through the Trust’s investment in RJ OASIS. The Investment Manager may change the allocation to each Trading Advisor at any time without the consent of or advance notice to Unitholders. The Investment Manager is responsible for selecting and replacing, if necessary, each commodity trading advisor that is available to the Trust through RPM’s Evolving Manager Program. The Investment Manager may, add, remove or replace any Trading Advisor without the consent of or advance notice to unitholders. Any such replacement or reallocation could adversely affect the performance of the Trust or of any one Trading Company. Investing in the Units Might Not Diversify an Overall Portfolio One of the objectives of the Trust is to add an element of diversification to a traditional securities or debt portfolio. While the Trust may perform in a manner largely independent from the general equity and debt markets, there is no assurance it will do so. An investment in the Trust could increase, rather than reduce, the overall portfolio losses of an investor during periods when the Trust, as well as equities and debt markets, decline in value. There is no way of predicting whether the Trust will lose more or less than stocks and bonds in declining markets. Investors must not rely on the Trust as any form of protection against losses in their securities or debt portfolios.
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Investors Must Not Rely on the Past Performance of the Trust, the Trading Companies or the Trading Advisors in Deciding Whether to Buy Units The performance of the Trust is entirely unpredictable, and the past performance of the Trust, as well as of the Trading Companies and their respective Trading Advisors, is not necessarily indicative of their future results. An influx of new market participants, changes in market regulation, international political developments, demographic changes and numerous other factors can contribute to once-successful strategies becoming outdated. Not all of these factors can be identified, much less quantified. There can be no assurance that the Trading Advisors will trade the Trust’s assets in a profitable manner. A principal risk in commodity interest trading is the traditional volatility (or rapid fluctuation) in the market prices of commodities. The volatility of commodity trading may cause the Trust or a Trading Company to lose all or a substantial amount of its assets in a short period of time. Prices of commodity interests are affected by a wide variety of complex and hard to predict factors, such as political and economic events, weather and climate conditions and the prevailing psychological characteristics of the marketplace. The Trust’s Substantial Expenses Will Cause Losses for the Trust Unless Offset by Profits and Interest Income The Trust pays annual expenses of approximately 1.94% (for Class B units) to 3.28% (for Class A units) after taking into account estimated interest income of its average month-end assets. In addition to this annual expense level, the Trust is subject to quarterly incentive fees of up to 25% on any new trading profits payable to the Trading Advisors, and Class C and D units are subject to an additional 10% quarterly incentive fee payable to the Investment Manager. Because these incentive fees are calculated quarterly, they could represent a substantial expense to the Trust even in a breakeven or unprofitable year. The Trust’s expenses could, over time, result in significant losses. Except for the incentive fee, these expenses are not contingent and are payable, whether or not the Trust is profitable. Furthermore, some of the strategies and techniques employed by the Trust’s Trading Advisors may require frequent trades to take place and, as a consequence, portfolio turnover and brokerage commissions may be greater than for other investment entities of similar size. Investors will sustain these losses if the Trust is unable to generate sufficient trading profits to offset its fees and expenses. Incentive Fees May be Paid Even Though Trading Losses are Sustained The Trust pays the Trading Advisors and the Investment Manager incentive fees based on the new trading profits they each generate for the Trust with respect to the assets traded by such Trading Advisor. These new trading profits include unrealized appreciation on open positions. Accordingly, it is possible that the Trust will pay an incentive fee on new trading profits that do not become realized. Also, each Trading Advisor will retain all incentive fees paid to it, even if it incurs a subsequent loss after payment of an incentive fee. Due to the fact that incentive fees are paid quarterly, it is possible that an incentive fee may be paid to a Trading Advisor during a year in which the assets allocated to the Trading Company to which it advises suffer a loss for the year. Because each Trading Advisor receives an incentive fee based on the new net trading profits earned by the Trading Company that it advises, the Trading Advisor may have an incentive to make investments that are riskier than would be the case in the absence of such incentive fee being paid to the Trading Advisors based on new trading profits. In addition, as incentive fees are calculated on a Trading Advisor-by-Trading Advisor basis, it is possible that one or more Trading Advisors could receive incentive fees during periods when the Trust has a negative return as a whole. An Investment in the Trust is Not Liquid The units are not a liquid investment. There is no secondary market for the units and none is expected to develop. Investors may redeem units only as of the last day of each calendar month on five business days’ written notice. Partial redemptions must be in the amount of at least $1,000 of units and investors must maintain a balance of $1,000 of units. The Trust is Subject to Market Fluctuations Managed futures trading, involves trading in various commodity interests. The market prices of futures contracts fluctuate rapidly. Prices of futures contracts traded by the Trading Advisors are affected generally, among other things, by (1) changing supply and demand relationships, (2) weather, agricultural, trade, fiscal, monetary and exchange control programs, (3) policies of governments and national and international political and economic events; and (4) changes in interest rates. The profitability of the Trust depends entirely on capitalizing on fluctuations in market prices. If a Trading Advisor incorrectly predicts the direction of prices in futures, forwards, and options, large losses may occur. Often, the most unprofitable market conditions for the Trust are those in which prices “whipsaw,” moving quickly upward, then reversing, then moving upward again, then reversing again.
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Options Trading Can be More Volatile and Expensive Than Futures Trading The Trust may also trade options which, although options trading requires many of the same skills, have different risks than futures trading. Successful options trading, requires a trader to assess accurately near-term market volatility because that volatility is immediately reflected in the price of outstanding options. Correct assessment of market volatility can therefore be of much greater significance in trading options than it is in many long-term futures strategies where volatility does not have as great an effect on the price of a futures contract. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of a put option collects a premium and risks losing the difference between the strike price and the market price of the underlying commodity or futures contract (less the premium received) if the option buyer exercises its put option. The writer, or seller, of a call option has unlimited risk. A call option writer collects a premium and risks losing the difference between the price it would have to pay to obtain the underlying commodity or futures contract and the strike price (less the premium received) if the option buyer exercises its call option. Options Are Volatile and Inherently Leveraged, and Sharp Movements in Prices Could Cause the Trust to Incur Large losses Certain Trading Advisors may use options on futures contracts, forward contracts or commodities to generate premium income or speculative gains. Options involve risks similar to futures, because options are subject to sudden price movements and are highly leveraged, in that payment of a relatively small purchase price, called a premium, gives the buyer the right to acquire an underlying futures contract, forward contract or commodity that has a face value substantially greater than the premium paid. The buyer of an option risks losing the entire purchase price of the option. The writer, or seller, of an option risks losing the difference between the purchase price received for the option and the price of the futures contract, forward contract or commodity underlying the option that the writer must purchase or deliver upon exercise of the option. There is no limit on the potential loss. Specific market movements of the futures contracts, forward contracts or commodities underlying an option cannot accurately be predicted. Cash Flow Needs May Cause Positions to be Closed which May Cause Substantial Losses Certain Trading Advisors may trade options on futures. Futures contract gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not marked-to-market daily, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which positions on both sides must be closed down prematurely due to short-term cash flow needs of the Trust. If this occurs during an adverse move in a spread or straddle relationship, then a substantial loss could occur. The Large Size of the Trust’s Trading Positions Increases the Risk of Sudden, Major Losses A Trading Company may take positions with a face value of up to as much as approximately fifteen times its total equity. Consequently, even small price movements can cause major losses. As a Result of Leverage, Small Changes in the Price of the Trading Advisors’ Positions May Result in Substantial Losses Commodity interest contracts are typically traded on margin. This means that a small amount of capital can be used to invest in contracts of much greater total value. The resulting leverage means that a relatively small change in the market price of a contract can produce a substantial loss. Like other leveraged investments, any purchase or sale of a contract may result in losses in excess of the amount invested in that contract, which includes the initial margin deposit. The amount of margin required to be deposited with respect to an individual futures contract is determined by the exchange upon which the contract is traded and the commodity broker at which the position is held and may be changed at any time. The Trading Advisors’ Trading is Subject to Execution Risks Market conditions may make it impossible for the Trading Advisors to execute a buy or sell order at the desired price, or to close out an open position. Daily price fluctuation limits are established by the exchanges and approved by the CFTC. When the market price of a contract reaches its daily price fluctuation limit, no trades can be executed outside the limit. The holder of a contract may therefore be locked into an adverse price movement for several days or more and lose considerably more than the initial margin put up to establish the position. Thinly-traded or illiquid markets also can make it difficult or impossible to execute trades. Unit Values are Unpredictable and Vary Significantly Month-to-Month The net asset value per unit can vary significantly month-to-month. Investors will not know at the time they submit a subscription or a redemption request what the subscription price or redemption value of their units will be.
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The only way to take money out of the Trust is to redeem units. Investors can only redeem units at month end on five business days’ advance notice and subject to minimum balance and redemption request amounts. The restrictions imposed on redemptions limit investors’ ability to protect themselves against major losses by redeeming units. Transfers of units are subject to limitations as well, such as advance written notice of any intent to transfer and the consent of the Managing Owner prior to the acceptance of a substitute unitholder. In addition, investors are unable to know whether they are subscribing for units after a significant upswing in the net asset value per unit — often a time when the Trust has an increased probability of entering into a losing period. Possible Effect of Redemptions on the Value of Units Substantial redemptions of units could require the Trust to liquidate investments more rapidly than otherwise desirable in order to raise the necessary cash to fund the redemptions and, at the same time, achieve a market position appropriately reflecting a smaller equity base. This could make it more difficult to recover losses or generate profits. Illiquidity in the markets could make it difficult to liquidate positions on favorable terms, and may result in losses. Performance-Based Compensation to the Investment Manager and Trading Advisors The Investment Manager and the Trading Advisors are entitled to compensation based upon net trading gain in the value of the assets they manage on behalf of the Trust. Performance-based arrangements may give the Investment Manager incentives to cause the Trading Advisors to engage in transactions that are more risky or speculative than they might otherwise make because speculative investments might result in higher incentive fees received by the Investment Manager. The Trading Advisors also receive performance-based compensation and may have similar incentives. This behavior may result in substantial losses to the Trust. The Trading Advisors will not return an incentive fee for a period in which there is net trading gain if, in a subsequent period, the investments under their management suffer a net trading loss. In addition, because the incentive fee for each Trading Advisor is based solely on its performance, and not the overall performance of the Trust, the Trust may indirectly pay an incentive fee to one or more Trading Advisors during periods when the Trust is not profitable on an overall basis. Also, the fees payable to Trading Advisors in other investments utilizing RPM’s Evolving Manager Program may differ materially from the fees payable to the Trading Advisors by the Trading Companies of the Trust. Disadvantages of Replacing or Switching Trading Advisors A Trading Advisor generally is required to recoup previous trading losses before it can earn performance-based competition. However, the Investment Manager may elect to replace a Trading Advisor that has a “loss carry-forward.” In that case, the Trust would lose the “free ride” of any potential recoupment of the prior losses of such Trading Advisor. In addition, the new or replacement Trading Advisor would earn performance-based compensation on the first dollars of investment profits. The effect of the replacement of or the reallocation of assets away from a Trading Advisor, therefore, could be significant. The Opportunity Costs of Rebalancing the Trading Programs The monthly (or more frequent) rebalancing of the Trust’s assets among its Trading Advisors and their trading programs may result in the liquidation of profitable positions, thereby foregoing greater profits which the Trust would otherwise have realized, and the establishment of unprofitable positions, thereby incurring losses which the Trust would otherwise have avoided had rebalancing not occurred. Alteration of Trading Systems and Contracts and Markets Traded The Trust’s Trading Advisors may, in their discretion, change and adjust the trading programs, as well as the contracts and markets traded. These adjustments may result in foregoing profits which the trading programs would otherwise have captured, as well as incurring losses which they would otherwise have avoided. Neither the Managing Owner nor the unitholders are likely to be informed of any non-material changes in the trading programs. Increased Competition from Other Trend-Following Traders Could Reduce the Trust’s Profitability There has been a dramatic increase over the past 25 years in the amount of assets managed by trend-following trading systems, which may be employed by some of the Trust’s Trading Advisors. In 1980, the amount of assets in the managed futures industry was estimated at approximately $300 million; by 2013 this estimate was approximately $316 billion. It is also estimated that over half of all managed futures trading advisors rely primarily on trend-following systems. Although the amount of trading in the futures industry as a whole has increased significantly during the same period of time, the increase in managed money increases trading competition. The more competition there is for the same positions, the more costly and harder they are to acquire.
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Systematic Strategies Do Not Consider Fundamental Types of Data, or Minimally Consider Fundamental Types of Data, and Do Not Have the Benefit of Discretionary Decision Making Some of the Trust’s Trading Advisors may rely primarily on technical, systematic strategies that do not take into account factors external to the market itself (although certain of these strategies may have minor discretionary elements incorporated into their system strategy). The widespread use of technical trading systems frequently results in numerous managers attempting to execute similar trades at or about the same time, altering trading patterns and affecting market liquidity. Furthermore, the profit potential of trend-following systems may be diminished by the changing character of the markets, which may make historical price data (on which technical programs are based) only marginally relevant to future market patterns. Systematic strategies are developed on the basis of a statistical analysis of market prices. Consequently, any factor external to the market itself that dominates prices that a discretionary decision-maker may take into account may cause major losses for a systematic strategy. For example, a pending political or economic event may be very likely to cause a major price movement, but a systematic strategy may continue to maintain positions indicated by its trading method that might incur major losses if the event proved to be adverse. The Trust is Subject to Speculative Position Limits U.S. futures exchanges have established speculative position limits (referred to as “position limits”) on the maximum net long or net short position which any person or group of persons may hold or control in particular futures and options on futures. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. Therefore, a Trading Advisor may have to modify its trading instructions, or reduce the size of its position in one or more futures or options contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of the Trust. The futures exchanges may amend or adjust these position limits or the interpretation of how such limits are applied, which may adversely affect the profitability of the Trust. In addition, in October 2011, the CFTC adopted rules governing position limits on futures (and options on futures) on a number of agricultural, energy and metals commodities, as well as on swaps that perform a significant price discovery function with respect to those futures and options. In September 2012, the CFTC’s rules were vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. It is possible, nevertheless, that these rules may take effect in some form via re-promulgation or a successful appeal by the CFTC of the District Court’s ruling. If so, these rules could have an adverse effect on the Trading Advisors’ trading for the Trust. Increasing the Level of Equity under a Trading Advisor’s Management Could Lead to Diminished Returns The rates of returns achieved by a Trading Advisor often diminish as the assets under its management increases. This can occur for many reasons, including the inability of the Trading Advisor to execute larger position sizes at desired prices and because of the need to adjust the Trading Advisor’s trading program to avoid exceeding speculative position limits. These are limits established by the CFTC and the exchanges on the number of speculative futures and options contracts in a commodity that one trader may own or control. The Trading Advisors have not agreed to limit the amount of additional assets that they will manage. Illiquid Markets Could Make It Impossible for the Trust to Realize Profits or Limit Losses In illiquid markets, the Trust’s Trading Advisors could be unable to capitalize on the opportunities identified by them or to close out positions against which the market is moving. There are numerous factors which can contribute to market illiquidity, far too many for the Trading Advisors to predict when or where illiquid markets may occur. The Trust attempts to limit its trading to highly liquid markets, but there can be no assurance that a market which has been highly liquid in the past will not experience periods of unexpected illiquidity. Unexpected market illiquidity has caused major losses in recent years in such sectors as emerging markets, fixed income relative value strategies and mortgage-backed securities. There can be no assurance that the same will not happen to the Trust at any time or from time to time. The large size of the positions which the Trading Advisors acquire for the Trust increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so.
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The Trust Trades in Foreign Markets; These Markets are Less Regulated than U.S. Markets and are Subject to Exchange Rate, Market Practices and Political Risks Some of the trading programs used for the Trust trade outside the U.S. From time to time, as much as 20%–40% of the Trust’s overall market exposure could involve positions taken on foreign markets. Foreign trading involves risks, including exchange-rate exposure, possible governmental intervention and lack of regulation, which U.S. trading does not. In addition, the Trust may not have the same access to certain positions on foreign exchanges as do local traders, and the historical market data on which the Trading Advisors base their strategies may not be as reliable or accessible as it is in the United States. Certain foreign exchanges may also be in a more or less developmental stage so that prior price histories may not be indicative of current price dynamics. The rights of traders or investors in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. Additionally, trading on U.S. exchanges is subject to CFTC regulation and oversight, including, for example, minimum capital requirements for commodity brokers, regulation of trading practices on the exchanges, prohibitions against trading ahead of customer orders, prohibitions against filling orders off exchanges, prescribed risk disclosure statements, testing and licensing of industry sales personnel and other industry professionals and record keeping requirements, and other requirements and restrictions for the purpose of preventing price manipulation and other disruptions to market integrity, avoiding systemic risk, preventing fraud and promoting innovation, competition and financial integrity of transactions. Trading on non-U.S. exchanges is not regulated by the CFTC or any other U.S. governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchanges trading is subject, provide fewer protections to investors than trading on U.S. exchanges, and may be less vigorously enforced than regulations in the U.S. The CFTC has no power to compel the enforcement of the rules of a foreign exchange or applicable foreign laws. Therefore, the Trust will not receive a benefit of U.S. government regulation for these trading activities. Unregulated Markets, Particularly the Trading of Spot and Forward Contracts in Currency, Lack Regulatory Protections of Exchanges A substantial portion of the Trust’s trading—primarily it’s trading of spot and forward contracts in currencies—takes place in unregulated markets. It is impossible to determine fair pricing, prevent abuses such as “front-running” or impose other effective forms of control over such markets. The absence of regulation could expose the Trust in certain circumstances to significant losses which it might otherwise have avoided. Because these contracts are not traded on an exchange, the performance of them is not guaranteed by an exchange or its clearinghouse, and the Trust is at risk with respect to the ability of the counterparty to perform on the contract. Additionally, see the Risk Factor entitled “The Trust Trades in Foreign Markets; These Markets are Less Regulated than U.S. Markets and are Subject to Exchange Rate, Market Practices and Political Risks” directly above. Electronic Trading The Trust’s Trading Advisors may from time to time trade on electronic markets and use electronic order routing systems, which differ from traditional open outcry pit trading and manual order routing methods. Characteristics of electronic trading and order routing systems vary widely among the different electronic systems with respect to order matching procedures, opening and closing procedures and prices, error trade policies and trading limitations or requirements. There are also differences regarding qualifications for access and grounds for termination and limitations on the types of orders that may be entered into the system. Each of these matters may present different risk factors with respect to trading on or using a particular system. Each system may also present risks related to system access, varying response times and security. Trading through an electronic trading or order routing system also entails risks associated with system or component failure. In the event of system or component failure, it is possible that for a certain time period, it might not be possible to enter new orders, execute existing orders or modify or cancel orders that were previously entered. System or component failure may also result in loss of orders or order priority. Some contracts offered on an electronic trading system may be traded electronically and through open outcry during the same trading hours. Exchanges offering an electronic trading or order routing system and/or listing the contract may have adopted rules to limit their liability, the liability of futures brokers and software and communication system vendors and the amount that may be collected for system failures and delays. These limitations of liability provisions vary among the exchanges. The Trust Could Lose All of Its Assets and Have Its Trading Disrupted Due to the Bankruptcy of the Managing Owner, the Trust’s Commodity Brokers or Others The Trust is subject to the risk of insolvency of an exchange, clearinghouse, commodity broker, and counterparties with whom the Trading Advisors trade. Trust assets could be lost or impounded in such an insolvency during lengthy bankruptcy proceedings. Were a substantial portion of the Trust’s capital tied up in a bankruptcy, the Managing Owner might suspend or limit trading, perhaps causing the Trust to miss significant profit opportunities. The Trust is subject to the risk of the inability or refusal to perform on the part of the counterparties with whom contracts are traded. In the event that the clearing broker is unable to perform its obligations, the Trust’s assets are at risk and investors may only recover a pro rata share of their investment, or nothing at all.
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Exchange-traded futures and futures-styled option contracts are marked-to-market on a daily basis, with variations in value credited or charged to the Trust’s account on a daily basis. The Trust’s clearing broker, as futures commission merchant (“FCM”) for the Trust’s exchange-traded contracts, is required, pursuant to CFTC regulations, to segregate from its own assets, and for the sole benefit of its commodity customers, all funds held by such clients with respect to exchange-traded futures and futures-styled options contracts, including an amount equal to the net unrealized gain on all open futures and futures-styled options contracts. Bankruptcy law applicable to all U.S. futures brokers requires that, in the event of the bankruptcy of such a broker, all property held by the broker, including certain property specifically traceable to the Trust, will be returned, transferred, or distributed to the broker's customers only to the extent of each customer’s pro rata share of the assets held by such futures broker. If no property is available for distribution, the Trust would not recover any of its assets. On July 21, 2010, the President signed into law major financial services reform legislation in the form of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). With respect to each Trading Advisor’s over-the-counter (“OTC”) foreign exchange contracts and uncleared swaps, prior to the implementation of the Dodd-Frank Act’s provisions, there was no requirement to segregate funds held with respect to such contracts. A party engaging in uncleared swaps with a swap dealer or major swap participant may now ask that the portion of collateral at risk upon the swap dealer or major swap participant’s insolvency be held with an independent third party custodian. It is likely the party requesting segregation will pay the costs of such custodial arrangement. There are no limitations on the amount of allocated assets a portfolio manager can trade on foreign exchanges or in forward contracts. 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 of any class 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. Possibility of Termination of the Trust Before Expiration of Its Stated Term The Managing Owner may withdraw from managing the Trust upon 120 days’ notice, which would cause the Trust to terminate unless a substitute managing owner was to be obtained. Other events, such as: a substantial decline in the aggregate net assets of the Trust, or the net asset value per unit, as described in the Trust Agreement, could also cause the Trust to terminate before the expiration of its stated term. This could cause investors to liquidate their investments and upset the overall maturity and timing of their investment portfolio. If the registration with the CFTC or membership in the NFA of the Managing Owner were revoked or suspended, such entity would no longer be able to provide services to the Trust, which would cause the Trust to terminate in 90 days unless a substitute managing owner, were obtained. Off-Exchange Foreign Currency Futures and Options The Trust’s Trading Advisors may trade forward contracts in foreign currencies and may engage in spot commodity transactions (transactions in physical commodities). These contracts, unlike futures contracts and options on futures, historically were not regulated by the CFTC when traded between certain “eligible contract participants,” as defined in the CE Act. The Dodd-Frank Act includes foreign currency forwards and foreign currency swaps (as such terms are defined in the Dodd-Frank Act) in the definition of “swap.” The CFTC has been granted authority to regulate all non-security based swaps, but grants the U.S. Treasury Department the discretion to exempt foreign currency forwards and foreign currency swaps from all aspects of the Dodd-Frank Act other than reporting, recordkeeping and business conduct rules for swap dealers and major swap participants. In November 2012, the U.S. Treasury determined that those transactions can be carved out of the swap category, and they are subject only to the noted categories of the Dodd-Frank Act requirements. Therefore, the Trust will not receive the full benefit of CFTC regulation for certain of its foreign currency trading activities. The percentage of each Trading Advisor’s positions that are expected to constitute foreign currency forwards and foreign currency swaps can vary substantially from month to month.
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Trading Swaps Creates Distinctive Risks The Trading Advisors may trade in certain swaps. Unlike futures and options on futures contracts, most swap contracts currently are not traded on or cleared by an exchange or clearinghouse. The CFTC currently requires only a limited class of swap contracts (certain interest rate and credit default swaps) to be cleared and executed on an exchange or other organized trading platform. In accordance with the Dodd-Frank Act, the CFTC will in the future determine which other classes of swap contracts will be required to be cleared and executed on an exchange or other organized trading platform. Until such time as these transactions are cleared, the Trust will be subject to a greater risk of counterparty default on its swaps. Because swaps do not generally involve the delivery of underlying assets or principal, the amount payable upon default and early termination is usually calculated by reference to the current market value of the contract. Some swap counterparties may require the Trust to deposit collateral to support its obligation under the swap agreement but may not themselves provide collateral for the benefit of the Trust. If the counterparty to such a swap defaults, the Trust would be a general unsecured creditor for any termination amounts owed by the counterparty to the Trust as well as for any collateral deposits in excess of the amounts owed by the Trust to the counterparty, which would result in losses to the Trust. There are no limitations on daily price movements in swaps. Speculative position limits are not currently applicable to swaps, but in the future may be applicable for swaps on certain commodities. In addition, participants in the swap markets are not required to make continuous markets in the swaps they trade, and determining a market value for calculation of termination amounts can lead to uncertain results. Trading of swaps will be subject to substantial change under the Dodd-Frank Act and related regulatory action. Under the Dodd-Frank Act, many commodity swaps will be required to be cleared through central clearing parties and executed on exchanges or other organized trading platforms. Security-based swaps will be subject to similar requirements. Additional regulatory requirements will apply to all swaps, whether subject to mandatory clearing, or not. These include margin, collateral and capital requirements, reporting obligations, speculative position limits for certain swaps, and other regulatory requirements. Swaps which are not offered for clearing by a clearing house will continue to be traded bi-laterally. Such bi-lateral transactions will remain subject to many of the risks discussed in the preceding paragraph. Central Clearing Parties Could Fail Central clearing parties are highly capitalized. Cleared transactions are supported by initial and variation margin. As a result, failure of a central clearing party is highly unlikely. If a central clearing party were to fail, however, the impact on the financial system in general and on the Trust’s positions in particular is uncertain. Stop-loss Orders May not Prevent Large Losses Certain of the Trust’s Trading Advisors may use stop-loss orders. Such stop-loss orders may not effectively prevent substantial losses, and depending on market factors at the time, may not be able to be executed at such stop-loss levels. No risk control technique can assure that large losses will be avoided. Lack of Regulation of Investment Manager The Investment Manager is not required to be registered, and is not registered, as a CTA and is not a member of the NFA. As such, the Investment Manager’s operations are not subject to review or audit by the NFA and it does not need to comply with most provisions of the CE Act and the CFTC’s regulations promulgated thereunder. Investors are Taxed Every Year on Their Share of the Trust’s Profits Regardless of Whether They Receive Any Cash from the Trust The Managing Owner does not intend to make distributions to the unitholders, but intends to re-invest substantially all of the Trust’s income and gains for the foreseeable future. As long as the Trust is treated as a partnership, for U.S. federal income tax purposes and is not treated as a publicly-traded partnership that is taxable as a corporation, taxable U.S. investors are subject to U.S. federal income tax (and applicable state income taxes) each year on their shares of any income and gain of the Trust, even if they receive no distributions and redeem no units. Investors may therefore need to use other sources of funds or redeem units from the Trust to satisfy their tax liability. The Trust Generates Short-Term Capital Gains That are Not Eligible for a Preferential Tax Rate Investors are taxed on their share of any gains of the Trust at both short- and long-term capital gain rates depending on the mix of Section 1256 contracts and non-Section 1256 contracts traded. The term “Section 1256 contracts” generally includes regulated futures and certain futures options traded on U.S. exchanges, certain foreign currency contracts, and certain broad based stock index options. These tax rates are determined irrespective of how long an investor holds units. Consequently, an investor’s tax rate on his or her investment in the units may be higher than the rate applicable to other investments held by an investor for a comparable period.
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Tax Could Be Due from Investors on Their Share of the Trust’s Interest Income Despite Overall Losses Investors will be required to include in their incomes their share of the Trust’s interest income, even if the Trust realizes overall losses. Trading losses generally will be capital losses that can be used by individuals only to offset capital gains and $3,000 of ordinary income, such as interest income, each year. Consequently, if an investor were allocated $5,000 of interest income and $10,000 of net trading losses, the investor would generally owe tax on $2,000 of interest income even though the investor would have a $5,000 economic loss for the year attributable to his or her investment in the Trust. The $7,000 capital loss would carry forward or back to other taxable years, but subject to the same limitation on its deductibility against ordinary income. Deductibility of Trust Expenses May Be Limited if Characterized as Investment Advisory Fees The Managing Owner does not intend to treat the operating expenses of the Trust, including management fees and incentive fees, as “investment advisory fees” for U.S. federal income tax purposes. However, were the operating expenses of the Trust characterized as investment advisory fees, non-corporate taxpayers would be subject to substantial restrictions on the deductibility of those expenses (including a complete disallowance of any deduction for any expense so characterized), would pay increased taxes in respect of an investment in the Trust, and may be required to recognize net taxable income from their investment in units despite having incurred a financial loss. Tax Laws Are Subject To Change at Any Time Tax laws and court and IRS interpretations thereof are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors. Item 2. Properties 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. Item 3. Legal Proceedings The Trust is not a party to any material pending legal proceedings. Item 4. Mine Safety Disclosure The Trust is not an operator, and does not have a subsidiary that is an operator, of a coal or other mine. Therefore, disclosure under Item 4 is not applicable.
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Part II
Item 5. Market for the Registrant’s Units and Related Security Holder Matters and Issuer Purchases of Equity Securities
(ii) As of December 31, 2014, there were 136,690 units held in the trading account by approximately 1,400 Beneficial Owners for an investment of $9,234,006 and 535 units held in the trading account by the Managing Owner for an investment of $36,107. A total of 58,332 units had been redeemed by Beneficial Owners and zero units were redeemed by the Managing Owner during the period from January 1, 2014 to December 31, 2014. The Trust Agreement contains a full description of redemption and distribution procedures.
(iii) To date no distributions have been made to Beneficial Owners in the trading account of the Trust. The Trust Agreement does not provide for regular or periodic cash distributions, but gives the Managing Owner sole discretion to determine what distributions, if any, the Trust will make to its Beneficial Owners. 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).
Effective July 1, 2011, the Managing Owner determined to discontinue the public offering of the units and begin offering the units on a private offering basis only. As such, effective July 1, 2011, units of the Trust are sold only to persons and entities who are accredited investors as the term is defined in Rule 501(a) of Regulation D. The aggregate proceeds of securities sold in all share classes to the unitholders during fiscal year 2014 were $0. Item 6. Selected Financial Data The following Selected Financial Data is presented for the years ended December 31, 2010, 2011, 2012, 2013 and 2014 and is derived from the financial statements for such fiscal years.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 2014, no Class A units were purchased by the Beneficial Owners and, no Class A units were converted to Class B units. The Managing Owner did not purchase any units during this time. For the fiscal year ended December 31, 2014, the Beneficial Owners redeemed a total of 58,332 units for $3,695,526. For the fiscal year ended December 31, 2014, the Beneficial Owners redeemed a total of 54,789 Class A units for $3,442,929 and 3,543 Class B units for $252,597. The Managing Owner did not redeem any units during the fiscal year ended December 31, 2014.
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(a) (i) There is no established public market for the units and none is expected to develop.
(b) The Trust did not repurchase any units registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the period January 1, 2014 through December 31, 2014.
2010 2011 2012 2013 2014 Revenues (000) $ 3,533 $ (257) $ (2,267) $ 247 $ 525 Net Income (Loss) From Continuing Operations (000) (1,101) (4,188) (4,738) (1,531) (1,001)Net Income (Loss) Non-Trading (000) 15,550 1,312 254 (237) 26 Net Income (Loss) Per Unit - Class A (2) (9) (14) (6) (4)Net Income (Loss) Per Unit - Class B - (8) (14) (5) (3)Total Assets (000) 59,412 36,392 25,015 16,132 11,929 Net Asset Value per Unit - Class A 101 91 77 71 67 Net Asset Value per Unit - Class B 105 97 83 79 76
(a) Capital Resources
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The Trust’s involvement in the futures and forward markets exposes the Trust to both market risk — the risk arising from changes in the market value of the futures and forward contracts held by the Trust — and credit risk — the risk that another party to a contract will fail to perform its obligations according to the terms of the contract. The Trust is exposed to a market risk equal to the value of the futures and forward contracts purchased and theoretically unlimited risk of loss on contracts sold short. The Trading Advisors monitor their respective Trading Company’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 Trading Company’s futures and forward contracts and re-allocating Trading Company’s assets to different market sectors. As of December 31, 2014, the market sectors where the Trust maintained an investment having the highest exposure were: Energy having a net long value of $202,587, Interest Rates having a net long value of $166,261, Metals having a net long value of $43,360, Currencies having a net long value of $29,374 and Agricultural having a net long value of $40,524. 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 that 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 Trading 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 and 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, 2014, 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 Trading Advisors to limit losses as well as reduce market exposure on short notice should their programs indicate reducing market exposure. The Trust earns interest on 100% of the Trust’s average daily balances on deposit with RJO during each month at 100% 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 one-month LIBOR less 100 basis points. For the calendar year ended December 31, 2014, RJO had paid or accrued to pay interest of $2,018 to the Trust. For the calendar year ended December 31, 2013, the Clearing Broker paid or accrued to pay interest of $1,112 to the Trust. Additionally, effective October 6, 2010, the Managing Owner retained RJOIM, an affiliate of the Managing Owner, to serve as a cash manager to the Trust. The Trust’s assets which are managed by the cash manager are held by Wells as custodian. As of December 31, 2014, Wells held approximately $512,000 of the Trust’s assets. For the calendar year ended December 31, 2014 the assets held in this account earned $20,004 of interest income. For the calendar year ended December 31, 2013 the assets held in this account earned $198,773 of interest income. 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.
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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, and there are no material unused sources of liquid assets. (c) Results of Operations The Trust’s success depends on the Trading 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. The summaries set forth below outline certain performance factors which may have affected the performance of the Trading Advisors during fiscal years 2014, 2013, and 2012. During this time, the Trust’s assets were allocated to different combinations of CTAs over time. As of December 31, 2014, trading decisions for the Trust have been delegated to five independent CTAs: RCM, PGR, PAM, CIM and ROW The performance summaries are an outline description of how the Trust performed in the past, and 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. 2014 The RJO Global Trust Class A units posted a loss of (5.27%) and Class B units posted a loss of (3.35%) for 2014. The NAV per unit for Class A at year-end was $67.49 and for Class B at year end was $76.11 (please see Note (1) and Note (9) in the notes to financial statements for more information with respect to the calculation of net asset value) compared to $71.25 per Class A unit at the beginning of the year and $78.74 per unit for Class B. During 2014 no Class A or Class B units were purchased and no Class A units were converted to Class B units. A sudden pick-up in risk aversion brought about by speculation about a Chinese credit crisis and escalating political tensions in Ukraine, Thailand and Turkey was the major theme in January. As a result, equity markets sold off broadly, particularly in emerging markets, thereby reversing the rally experienced in late December. Investors instead bought into the safe haven appeal of bonds and gold sending prices higher in related securities. In the currency sector, the U.S. dollar reversed its long term bullish trend against the Japanese yen while the Canadian dollar hit a four-year low amid speculation that slowing economic growth will push the Bank of Canada closer to considering lowering interest rates. In energy markets, natural gas surged to a four-year high as forecasts for tumbling stockpiles during a frigid winter prompted the strongest rally in 19 months. The month of February started off with yet another market sell off as a disappointing ISM Manufacturing Report pushed stocks down sharply. However, equity markets recovered strongly with global indices ending the month shy of historical record high levels amid confidence about the economy being strong enough to withstand future cuts to monetary stimulus. Weather-related soft data coming out of the U.S. and escalating political tensions in Ukraine were not enough to dampen the optimism in the equity sector. Most of the price action was otherwise seen in soft commodities where the price of soybeans reacted positively to the hot and dry weather in the world’s top exporting countries Argentina and Brazil. The equity rally seen in late February was – once again – reversed during the first half of the March, this time around, on escalating tensions in Ukraine where Russia reclaimed Crimea despite threats of international sanctions. Equity indices were also weighed down by the fact that China experienced its first domestic corporate bond default in recent history while at the same time presenting data that pointed to a continued decline in manufacturing growth. Furthermore, the accompanying statements from Janet Yellen’s first meeting as new FOMC chairman, where she said that the Fed’s stimulus program would most likely be finished by the fall and that a rate hike could come as soon as early 2015, added to investor anxiety. As a result, equity markets remained weak throughout the first half of March while bond yields and the U.S. dollar edged higher following FOMC. However, in the latter part of the month, risky assets were again on the rise on easing concerns for Russia and supported by strong economic data. Elsewhere, soft commodities such as meat and soybeans rallied throughout the month as supplies remain tight due to droughts, higher feed costs, and lower profitability for farmers and high demand especially from emerging markets.
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The month of April was characterized by continued investor anxiety over the escalating tensions in Ukraine which translated into highly choppy market action. Despite strong warnings from the European leaders and U.S. president Barack Obama hinting of further significant sanctions against the country, the violence reportedly continued adding pressure to financial markets early in the month. Standard & Poor’s also cut Russia’s credit rating to one notch above junk, citing large capital outflows in the first quarter. Having experienced selling pressure in the first half of the month, equities recovered towards month end with the S&P 500 ending just shy of record levels. In the energy sector, the geopolitical tensions pushed prices higher early in the month but turned lower as the month progressed. Fixed income markets experienced falling yields and higher prices, especially in Europe where the central bank hinted of potential large scale asset purchases in order to battle low inflation. In commodity markets, the crop sector experienced higher prices fueled by reports showing increased international demand for U.S. crops. In May, despite the ongoing conflict in Ukraine, financial markets took little notice with U.S. equity markets, as measured by the S&P 500 ending at all-time-high levels. Stocks were primarily supported by dovish language in the latest FOMC meeting minutes. Fixed income markets experienced higher prices and falling yields on expectations for a continued low rate environment, especially in Europe where the European Central Bank (“ECB”) is now expected to reduce its target rate further next month. Thus, in currencies, the euro reversed its long-term bullish trend against the greenback with weak inflation numbers coming out of the Eurozone supporting the view of a quantitative easing approach from the ECB. In commodity markets, supported by the Ukraine conflict, the price of oil continued to march higher. Towards the end of the month, gold drifted down to a 3-month low amid the broadly positive mood in equity markets and little inflation fears. Central bank action and language was in the spotlight in June. In the U.S., Federal Reserve chairman Janet Yellen stated that the Federal Reserve is now expecting the U.S. economy to expand at a slower-than-previously-expected rate. At the same time, the ECB took measures to come to terms with a potentially deflationary environment by lowering key interest rates. In the UK, the Bank of England surprised the market by hinting that interest rates might rise sooner than anticipated. The continued dovish Federal Reserve language sent U.S. equity markets to record highs, while fixed income markets were on the rise in Europe. In response to the Bank of England announcement, the British pound surged to a 5-year high against the U.S. dollar. In commodity markets, recent bearish trends in precious metals reversed sharply on geopolitical tensions, this time in Iraq. For the same reason, the price of crude oil continued higher on the back of fears for supply disruptions, thereby supporting the existing bullish trend. Underlying bullish trends in risky assets as well as in fixed income markets continued during the first part of July. However, as the month progressed markets turned more nervous; heightened concerns about the situation in Ukraine following the shooting down of a Malaysian Airlines passenger jet, jitters about potential interest rate hikes following a rise in the U.S. Employers Cost Index and the Standard & Poor’s default downgrade on Argentina after the government missed a deadline for paying interest on $13 billion of restructured bonds all added to anxiety. Equity markets sold off sharply towards month end as volatility came back into the picture with the VIX surging 27% on the very last trading day of the month. In energies, crude oil snapped a three month winning streak slipping below the $100 per barrel mark on bearish U.S. inventory data. In fixed income, the German 10-year bond yield fell to a record low by mid-month; however, yields inched higher towards month end leading U.S. treasury prices to their third monthly loss of the year. In agricultural commodities, corn continued to slide as the U.S. Department of Agriculture in a report predicted that U.S. farmers may harvest the second biggest corn crop ever this year. The bullish trends in fixed income and equity markets seen during the first half of July resurfaced in August. In fixed income, yields turned lower as soft unemployment data coming out of the U.S. pushed investors’ expectations on coming interest rate hikes forward. Continued tensions between Russia and Ukraine coupled with concerns for European growth prospects also added to upward pressure in bonds. However, equity markets managed to shrug off geopolitical tensions and marched higher, building on what has been a long-lasting bullish trend. In currencies, the U.S. dollar recorded gains against major currencies while in agricultural commodities, Vladimir Putin’s decision to ban imports of agricultural products from countries that have imposed sanctions on Russia had a negative impact on certain contracts, most notably within meats. Most of last month’s market action was seen in currency and fixed income. The prospect of higher U.S. interest rates, fueled by indications from the Fed that rate hikes are likely to come sooner than the market had anticipated, supported the U.S. dollar which continued to strengthen significantly against other major currencies. The Japanese yen sold off sharply plummeting to a 6-year low against the greenback. In fixed income markets, yields on shorter-dated U.S. government bonds climbed mid-month to the highest levels in more than three years as worries over higher interest rates drove investors to cut holdings. In the commodity sector, U.S. corn prices fell to a 5-year low on higher-than-expected supplies. Wheat futures also fell after the USDA's stockpile estimates topped analysts’ expectations. In metals, gold and silver prices dropped 6% and 12% respectively during the month as a consequence of the rise in the U.S. currency.
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October presented some wild market action as the VIX spiked and risky assets plunged, in the beginning of the month, following disappointing U.S. economic data, concerns of a German economic slowdown, and magnified fears about the Ebola spread. However, risk appetite returned towards month end underpinned by news that the Bank of Japan would expand its already aggressive monetary policy. In addition, Japan’s traditionally largest buyer of government bonds, i.e. the Government Pension and Investment Fund, was reported to more than double its allocation to domestic stocks, which sent Japanese equities significantly higher and made the yen plunge to a near 7-year low. Elsewhere in currencies, the U.S. dollar continued to strengthen against the euro, supported by the Federal Reserve’s announcement that its program of Quantitative Easing was to end in October. At the same time, the Fed stated that interest rates would remain on hold at their current lows for a considerable time. Fixed income markets experienced muted reactions to this statement but saw wild swings during the month with bond yields plunging mid-month, only to recover as the month progressed. In commodity markets, the price of oil fell hard on concerns about abundant supply and sluggish demand, at the same time, trend reversals were seen in soybeans and wheat leading to losses for momentum based strategies. In metals, gold prices declined to 4-year low levels amid continued low inflation figures. November continued where October left off; some trends even accelerated towards month end. Equity markets continued to post moderate gains throughout the month, with some indices reaching new record highs, as economic news in the U.S. such as third quarter GDP, consumer confidence, and initial jobless claims came in better-than-expected. In currencies, the U.S. dollar strengthened further against the euro and the Japanese yen as the U.S. economy is looking increasingly good compared to the rest of the world with Japan slipping back into recession while the ECB continues to fight deflation. In fixed income, government bond yields moved lower amid the generally lackluster growth picture painted outside the U.S. In particular, towards month end, yields in the Eurozone hit their lowest on record as German CPI fell to a 5-year low sparking speculation that the ECB could soon embark on “full-blown” QE. That being said, commodities were last month’s hotspot with crude oil tumbling to a 4-year low below U.S. $70/barrel as OPEC failed to agree on any production cuts in order to support prices. In December, the rally in equity markets took a breather. Stock markets dropped sharply mid-month as the relentless decline in oil prices and Russia’s ongoing ruble crisis had unsettled market participants. Increasing growth concerns outside of the U.S. and disappointment after the ECB’s decision to table any more stimuli until next year added to risk aversion. However, equities rebounded substantially towards year-end, some indices reaching record highs, following the impressive upward revision to U.S. GDP in the third quarter and reassurance from the Fed. This improvement in economic conditions in the U.S. also helped the dollar to its highest level against other major currencies in more than eight years. In commodity markets, oil continued on its downward path albeit at a milder pace due to OPEC’s inaction after the International Energy Agency cut its global demand forecast for 2015. In fixed income, yields were generally lower amid the weaker global growth outlook. 2013 The RJO Global Trust Class A units posted a loss of (7.38%) and Class B units posted a loss of (5.52%) for 2013. The NAV per unit for Class A at year-end was $71.25 and for Class B at year end was $78.74 (please see Note (1) and Note (9) in the notes to financial statements for more information with respect to the calculation of net asset value) compared to $76.92 per Class A unit at the beginning of the year and $83.34 per unit for Class B. During 2013 no Class A or Class B units were purchased and $10,854 worth of Class A units were converted to Class B units. Several reports out in January 2013 noted that market participation by governments and central banks around the world reached unprecedented levels over the last few years. This participation has suppressed market volatility and put off an ultimate response to ballooning global debt problems. The U.S. Congress and President have pushed back budget discussions until late spring 2014. The stock market did not experience negative effects as a result. The S&P 500 jumped out to a 5% gain in January. Interest rates, on the other hand, have not reacted favorably to the recent developments. While the interest rate on the 10-year U.S. Treasury has crept back into the 2% range after spending much of last year between 1.5% and 1.8%, it is still low by historical standards. Crude oil is creeping back towards $100 per barrel and other commodities appear to be well bid for. In February, the S&P 500 continued its climb and tested the all-time highs established back in October 2007 by adding a 1.4% profit to its 5% gain in January. Sell offs in crude oil and gold led the commodity sector lower. The Dow Jones UBS Commodity Index was down over 4% in February, pushing it into negative territory for the year. Yield on the 10-year U.S. Treasury found support at the 2% level and drifted back to 1.85%. In part, the commodity sell off and bounce in the treasury market was in response to the U.S. government sequester that took place at month end February and was signed into law on March 1. The automatic spending cuts are expected to dampen economic activity and temporarily put off inflation concerns. Governments around the world continue to participate in the markets, postponing more lasting solutions to the global economic challenges. The ultimate market response to this unprecedented government participation is expected to be significant and could offer some investment opportunities in the managed futures sector. In March, the S&P 500 posted new all-time highs, rising 3.75% and finishing the quarter up nearly 11% for year-to-date. The 10-year U.S. Treasury returned 0.26%. The commodity sector, as reflected by the Dow Jones UBS Commodity Index, rose 0.67% during March but remained in negative territory for the year, down 1.13%. Governments and central banks around the world remain engaged and very active in their respective economies as they try to manage a fragile global economic recovery. The strengthening U.S. dollar and the rising U.S. stock market appear to be the result of bleak situations in the European economies rather than outright strength of the U.S. economy.
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The stock market set new all time highs during the month of April. The S&P finished April up almost 13% for the year. Near record low yields persist in German, French, Japanese, and U.S. sovereign debt markets. Central banks around the world remain committed to a low to near zero interest rate environment in an attempt to provide fuel to weak global economic recoveries. The Dow Jones UBS Commodity Index continued its slide during April and was down approximately 4% for the year to date. With no signs of inflation and stagnant global demand for most commodities, markets just cannot seem to sustain any upside momentum. The stock market posted new all time highs again during the month of May. The S&P 500 Total Return Index gained another 2.3% and is up just over 15% for the year. A stronger U.S. dollar and a perception of tepid global economic growth kept pressure on the Dow Jones UBS Commodity Index. The Index lost over 2% during the month and was now down over 6% for the year to date. While central banks around the world remain committed to a near zero interest rate environment in an attempt to provide fuel to weak global economic recoveries, longer term rates crept higher during the month. The yield on the U.S.10-year Treasury closed the month at 2.16%, a new high for the year. The perception that the central banks are going to remain committed to an “easy” monetary environment while governments put off dealing with mounting debts and budget issues might just be starting concerns on the part of bond holders. During June, the Federal Reserve Bank announced its plan to gradually begin reducing the amount of U.S. Treasury notes and bonds it has been purchasing on a monthly basis. This caused interest rates to rise to their highest levels in over a year. The yield on the 10-year note rose rapidly from 2% to just over 2.5%. While rates continue to be low by historical standards, the change of stance by the Fed did serve to dampen investors’ enthusiasm for stocks, bonds, and commodities during June. The S&P 500 Total Return Index lost just over 1.4% during June, its first losing month since October of last year. The Index managed to remain positive for the 2nd quarter and has gained almost 14% for the year to date. A stronger U.S. dollar didn’t provide any help for the Dow Jones UBS Commodity Index. The Index lost 4.72% during the month and commodities are now down over 10% for the year to date. In the commodity sector, crude oil and natural gas have held steady while the metals markets have faced the most selling pressure. Stocks rebounded strongly in July with the S&P 500 rising almost 5% to finish the month at a new all-time high, showing a gain of 18.20% for the year. After a significant percentage jump in June, interest rates stabilized in July. The 10-Year U.S. Treasury note traded in a narrow range during the month averaging 2.6%. The markets seemed to acknowledge that the U.S. economy is growing steadily without much inflationary pressure. Still, investors are watching the Fed very closely for any hint of a pullback from its 4-year endeavor to support the economy with easy monetary policy. A new variable for Fed watchers was the replacement for Fed Chairman Bernanke. The U.S. dollar remained strong against the Japanese yen, Aussie dollar and Canadian dollar but slid a bit during the month against the euro. The Dow Jones UBS Commodity Index gained slightly during the month but remained down almost 10% for the year to date. Stocks lost ground in August for the second time in the last three months. Concern over military action in Syria and inconsistent economic reports seemed to have given the market a reason for pause. The S&P was still up approximately 16% for the year to date. U.S. Treasury yields inched higher over the course of the month. The total return on the U.S. 10-year note was -5.39% for the year to date. The U.S. dollar remained strong against the Japanese yen, Australian dollar and Canadian dollar but remained on the weaker side versus the euro, pound, and the Swiss franc. The Dow Jones UBS Commodity Index gained just over 3% for the month on the back of stronger energy and precious metals markets, but remained down over 6% for the year to date. Stocks regained lost ground, posted a new all-time high mid-month, then settled back a bit at month end to finish September with a 3% gain. That puts the S&P 500 Total Return index up approximately 20% for the year to date. Stock and bond markets were both pleased when the Federal Reserve signaled that it would not begin to taper its purchasing of treasuries in the near future. The Fed’s decision was based on continued weakness in certain areas of the economy and concern for the lack of momentum of the nation’s overall economic recovery. Commodities trended lower reflecting adequate supplies in agriculture markets and the lessening of tensions surrounding Egypt and Syria in the Middle East which had supported higher oil prices recently. As a result, the Dow Jones UBS Commodity Index lost 2.55% during the month and had lost almost 9% for the year to date. After a brief rise in August, the U.S. dollar resumed a weakening trend in September. The U.S. Dollar Index had lost 5.6% from its recent peak in early July.
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During the first half of October, the focus remained on the debt ceiling discussion in Washington. As the U.S. government shutdown became reality resulting in a lack of economic data availability uncertainty remained high creating a choppy market environment. By mid-month, however, anxiety of a potential default of government debt payments were replaced by relief following president Barack Obama’s signing of a temporary extension until February 2014. As a result of the extension, global equity markets surged higher with emerging market equities leading the way. Fixed income markets also gained on the back of the decision as well as a result of soft U.S. employment data that was taken as a sign that the Fed will not start tapering any time soon. In currency markets, the euro strengthened against the U.S. dollar extending its bullish trend from September. In the commodity sector, sugar futures were the big gainers on the month, reversing sharply from the long-term bearish trend that had prevailed since mid-2011. Throughout November, mixed economic news kept markets guessing whether the U.S. recovery was a) strong enough for traders to not worry about any tapering, b) strong enough for the Fed to start tapering but too weak for traders not to worry about that, or c) too weak for the Fed to start tapering and, thus, markets enjoying more QE. Eventually, equity markets continued their steady grind higher amid better-than-expected economic news and the quasi-confirmation of Fed vice-chair Janet Yellen as Ben Bernanke’s successor as Fed chair, which points towards a continuation of the Fed’s loose monetary policy. In fixed income, however, bond yields ticked up somewhat. In currencies, yen weakness persisted as carry traders continued to sell the low-yielding Japanese currency in order to fund purchases of higher-yielding assets. In commodities, gold declined significantly, hit hard by a strengthening U.S. dollar and strong economic data. The beginning of December was marked by high uncertainty as investors turned increasingly worried for the start of Federal Reserve tapering ahead of their policy meeting. However, these fears were replaced by euphoria by mid-month as the Fed announced only a slight reduction of monthly asset purchases hinting that its key interest rate would stay near zero “well past the time” that that the U.S. jobless rate falls below 6.5%. As a result, equity markets rallied broadly in the latter part of the month building on the gains seen in September, October, and November. Energy and base metal prices also pushed higher. The fixed income sector showed a measured response to the Fed announcement while in FX markets the Japanese yen continued to slide hitting a 5-year low against the U.S. dollar. In precious metals, the price of gold edged lower recording its biggest yearly loss in 32 years. 2012 The RJO Global Trust Class A units posted a loss of (15.77%) and Class B units posted a loss of (14.06%) for 2012. The NAV per unit for Class A at year-end was $76.92 and for Class B at year end was $83.34 (please see Note (1) and Note (9) in the notes to financial statements for more information with respect to the calculation of Net Asset Value) compared to $91.32 per Class A unit at the beginning of the year and $96.98 per unit for Class B. Beneficial Owners purchased $137,436 worth of Class A units and $4,404 worth of Class B units were transferred from Class A units in the Trust during 2012. With short-term interest rates at or near zero and no implosion in the European debt saga, the stock market continued to drift higher with little resistance during January. Bonds were choppy but only slightly lower on the month as interest rates inched higher. Commodities were higher as a sector thanks to strength in crude oil, cattle, and soybean markets. Gold, corn, and natural gas markets were a drag on the sector finishing flat to lower on the month. In February, the stock market moved ahead on light volume during the month and posted its best February since 1997. Bonds and commodities also posted small gains to start the year. The managed futures industry continues to struggle. A violent reversal by grains, bonds, and some metals caused losses during the month. The Barclay Top 50 which is representative of all managed futures strategies and over 50% of the industry’s assets finished 2012 with its worst 36 month performance period since the index began in 1987. Erratic volatility, fluctuating volume, and government intervention in Europe, Asia, the U.S., and China have been blamed by traders for the difficult environment. The index finds itself two standard deviations from its positive historical average annual return. Some would argue that the U.S. Federal Reserve is already in the middle of its third round of quantitative easing. With short term interest rates continuing at or near zero and no further shocks in the European debt saga, the stock market continued a climb higher during March and posted its best first quarter in 14 years. Bonds were lower posting their worst quarter in two years. The commodity sector was lower on the month due to weakness in the energy, base metals, meats, and corn markets.
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Stocks and commodities drifted lower during the month of April. Bonds rallied a bit leaving the 10-Year U.S. Treasury in positive territory for the year with a yield of 1.93%. Spain has now taken center stage in the European debt drama. Spain’s debt was downgraded as the country posted an unemployment rate of 24%, its worst in over 30 years. Domestically, concern is building over the slowing rate of growth in our economic recovery. The Fed has signaled that it is content with its current monetary policy and does not envision another round of quantitative easing to stimulate the economy. Volatility indicators remain on the low side of their “normal” range which is interesting given the potential for market problems building around the world. The Barclay Top 50 was flat for the month and remains in negative territory for the year. The last 36 months for the managed futures index are among its worst ever. Many trend following strategies posted disappointing results during the month. Some short-term managers and counter trend strategies were modestly successful during the month. Stocks and commodities suffered through a very difficult month of May. Europe was again the catalyst for most of the concerns. Greece is on the brink of falling out of the Euro zone. A June 17th election holds little hope of electing a government with the resolve to take the disciplined action needed to correct the situation. In the meantime, market focus has sharpened with respect to Spain. As a result, the EAFE Index was down over 12% for the month. The S&P 500 lost 6%. The Dow Jones UBS Commodity Index lost over 9%, while cotton lost 20%, crude oil lost 18%, corn lost 12%, copper lost 12%, and gold lost 6%. In the midst of this chaos, the yield on the U.S. 10-Year Treasury reached a new all time low of just under 1.5%. Obviously, this has become a fearsome environment for global investors. For the first time since 2008, every one of the Trust’s managers and every sector traded were positive for the month. Trend following strategies led the way after dragging the portfolio down over the last several months. Long positions at the end of April in currencies and energy markets were reversed and traders were able to capture the moves down in those markets. Stocks and commodities rebounded during the latter part of June. The Greeks elected a new government which pledged to work with other European countries to implement austerity measure to cut debt and bring finances under control. At a summit of European leaders on the 29th of June, an agreement was made to support the banks and economies of Spain, Italy, and Portugal. All of this will be done with more debt which hardly seems a long term solution. The European agreement triggered a rally in stocks, commodities, and currencies. On the last trading day of June the euro rallied 3%, crude oil gained 9%, and stocks surged 2.5%. That was the strongest day for the euro and crude in almost 3 years. The U.S. 10-Year Treasury note finished the month at a yield of 1.58%. The yield hovers near its post war low of 1.49% which was touched during the first week of June as the U.S. continues to serve as a relative safe haven during these times of uncertainty. Stocks, bonds, and commodity sectors each posted positive results during July. The U.S. 10-Year Treasury posted a new record low yield during the latter part of the month at 1.38% as the U.S. continues to serve as a relative safe haven during these times of uncertainty. Five European countries have registered negative yields for their short to medium- term treasury securities. This would have been an unimaginable situation just a few years ago. Investors actually buy these securities certain that they will lose a certain amount of their principal at maturity. European governments and central banks have pledged to stay together and to do anything it takes to turn their collective economies around. Markets in general took this as good news but it remains to be seen if investors have confidence in governments to take the action needed that would truly make a difference in the long run. Stocks and commodity sectors crawled higher in August. Stocks rose a little over 2%. The S&P 500 has gained over 13% for the year to date. After climbing for the last 3 years, the S&P rests approximately 10% below its October 2007 peak. Oil has regained its losses from May and June and now trades in the mid-to-upper $90 per barrel range. The drought across the mid section of the U.S. has driven corn and soybean prices higher. Interest rates remain in a narrow trading range near historical lows. Stock and commodity sectors climbed higher in September. Stocks rose a little over 2.5% and the S&P 500 has now gained almost 16.5% for the year to date. The market has benefited from a Federal Reserve Bank dedicated to supporting a timid economic recovery at all costs. After climbing for the last 3 years, the S&P rests approximately 9% below its October 2007 peak. Oil touched a price of $100 dollars per barrel but immediately sold off $10 dollars and now trades in a range based in the low $90’s. The drought across the mid section of the U.S. has dramatically damaged corn and soybean crops. Prices remain at high levels as we approach the harvest season. Doubts about crop yields have kept volatility unusually high as well. Interest rates rose during the middle of the month but pressure subsided after weaker than expected economic news was revealed. Interest rates remain in a narrow trading range near historical lows.
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Hurricane Sandy became the story at month-end October. Many markets were closed and others were very lethargic while the world watched the giant storm cripple New York City and the Northeastern seaboard of the United States. Commodities, stocks, and bonds all registered losses during the month. The markets also appeared to be stuck in gridlock as polls showed the U.S. Presidential race to be a “too close to call” proposition. There is too much economic and political pressure built up in the U.S., Europe, and Asia for the markets to tread water much longer. We look for capital flows to be much more pronounced following the election. With the Presidential election come and gone, we are staring at a fiscal cliff. Since late 2008 and early 2009, it seems that the market has been searching for and finding the next possible financial or political meltdown to fret over. With tension in the Middle East, economic problems and disagreement among members of the European community, and our own budget arguments, there has been no shortage of news to create a background of uncertainty for the various markets traded by the advisors in the Trust. Commodities, stocks, and bonds all registered small gains during November but volatility remains low. Volatility, however, has become more erratic in recent years. In other words, the volatility surrounding the markets has the ability to change very quickly. A higher volatility environment would be a welcome change for our advisors. Governments around the world have interfered dramatically with market activity during the last few years. This interference has suppressed market volatility and put off the ultimate response to ballooning global debt problems. It should have come as no surprise that the U.S. government allowed the “fiscal cliff” drama to hang over the market until the last day of 2012. Our leaders could not come to a constructive agreement on how to address the budget deficit or our country’s debt, so they compromised on tax increases and put off more difficult decisions on spending cuts. Stocks responded favorably gaining 1% in December and 16% for 2012. U.S. 10-year notes lost for the month but posted a 4.2% gain for 2012. The Dow Jones UBS commodity index was slightly negative for 2012 while the U.S. Dollar Index was virtually unchanged for the year.
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.
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 are material to investors. (f) Tabular Disclosure of Contractual Obligations The business of the Trust is the speculative trading of commodity interests, including U.S. and international futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, pursuant to the trading instructions of the Trading Advisors. 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. Item 7A. Quantitative and Qualitative Disclosures About Market Risk 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.
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(e) Off-Balance-Sheet Arrangements
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Standard of Materiality Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Trust’s market sensitive instruments. Quantifying the Trust’s Trading Value at Risk “Value at Risk” is a measure of the maximum amount which the Trust could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Trust’s speculative trading and the recurrence in the markets traded by the Trust of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Trust’s experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Trust’s losses in any market sector will be limited to Value at Risk or by the Trust’s attempts to manage its market risk. Quantitative Forward-Looking Statements The following quantitative disclosures regarding the Trust’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act). 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 Trading 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.
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The Trust’s Trading Value at Risk in Different Market Sectors The following tables indicate the average, highest and lowest amounts of trading Value at Risk associated with the Trust’s open positions by market category for fiscal years 2014 and 2013. All open position trading risk exposures of the Trust have been included in calculating the figures set forth below. During fiscal year 2014, the Trust’s average total capitalization was approximately $10.4 million, and during fiscal year 2013, the Trust’s average total capitalization was approximately $17.6 million.
* Average, highest and lowest Value at Risk amounts relate to the month-end amounts for each calendar month end during the fiscal year. All amounts represent millions of dollars committed to margin. ** Average capitalization is the average of the Trust’s capitalization at the end of each fiscal month during the relevant fiscal year. Material Limitations on Value at Risk as an Assessment of Market Risk The face value of the market sector instruments held by the Trust is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally range between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Trust. The magnitude of the Trust’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions - unusual, but historically recurring from time to time - could cause the Trust to incur severe losses over a short period of time. The foregoing Value at Risk table, as well as the past performance of the Trust, gives no indication of this “risk of ruin.” Non-Trading Risk The Trust has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are immaterial. The Trust holds a significant portion 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 100% of the four-week Treasury bill rate. As of December 31, 2014 and December 31, 2013, the Trust had approximately $8.9 million and $11.3 million, respectively, in cash on deposit with RJO. Additionally, effective October 6, 2010, the Managing Owner retained RJOIM, an affiliate of the Managing Owner, to serve as a cash manager to the Trust. The Trust’s assets which are managed by the cash manager are held by Wells as custodian. As of December 31, 2014 and 2013, Wells held approximately $512,000 and $2.8 million, respectively, of the Trust’s assets. To the extent excess cash is not invested in securities by the cash manager, such cash will be subject to the creditworthiness of the institution where such funds are deposited.
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 Trading 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 Exchange Act. The Trust’s primary market risk exposures as well as the strategies used and to be used by the Trust’s Trading 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 Trust may purchase exchange listed options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. The following were the primary trading risk exposures of the Trust as of December 31, 2014, 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, dollar/British pound, dollar/Canadian dollar positions, and dollar/Australian dollar, dollar/Mexican peso, dollar/Czech Koruna and exposure to cross-rates positions such as Australian dollar/Canadian dollar, euro/Australian dollar and euro/British 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 such as Australia. As of December 31, 2014, the Trust’s primary interest rate exposure was in eurobonds, Gilts, Canadian Bond, U.S. 10-, 5- and 2-year Notes, Eurx Bobl, Short Sterling, Australian 10- and 3-year Bonds, JGB (Japan), and eurodollars. 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, 2014, the Trust’s primary exposure was in the Nikkei Index (Japan), the FTSE Index (United Kingdom), the SFE SPI 200 (Australia), the Emini NASDAQ (U.S.), the E-Mini Russell Index (U.S.), and Mini-S&P 500 Index (U.S.). 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 may trade precious and base metals. The Trust’s primary metals market exposure is to price fluctuations. At December 31, 2014, the Trust had significant exposure to base metal copper and exposure to precious metals included gold and silver. Agricultural. The Trust’s primary commodities exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions, such as the drought that occurred during the summer of 2014. Sugar, soybeans, coffee, wheat, cocoa, corn, soybean meal, and soybean oil accounted for the substantial bulk of the Trust’s agricultural exposure as of December 31, 2014. To a lesser extent and in the past, the Trust has had market exposure to orange juice, milk, live cattle and hogs. 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. As of December 31, 2014, the Trust had exposure in natural gas, gasoline blend oil, crude oil, heating oil, and Brent crude oil.
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Fixed Income Securities. The Trust’s primary exposure to fixed income securities are defined by the CFTC guidelines of acceptable securities for investment of segregated assets. The scope of the acceptable securities by the CFTC are defined further by the RJOIM agreement with the Trust to include but not limited to, U.S. Treasury and government agencies’ securities, purchase agreements collateralized by U.S. Treasury and government agencies, corporate debt securities, and bank debt securities. Note that total investment in corporate debt securities, bank deposit securities, and certificate of deposits combined cannot exceed 40% of the Trust’s total assets. Fixed income securities are recorded at fair market value with changes in fair value recorded in the statement of operations. Premiums and discounts on securities purchased are amortized over the life of the instrument. Interest income is accrued and recorded when paid in the statement of operations. Qualitative Disclosures Regarding Non-Trading Risk Exposure The following were the only non-trading risk exposures of the Trust as of December 31, 2014 and December 31, 2013. Foreign Currency Balances. The Trust’s primary foreign currency balances are in eurodollar, British pounds, Australian dollar, Japanese yen, and Canadian dollar. Cash Position. The Trust holds assets in cash at RJO, earning interest at 100% of the average four-week Treasury bill rate (calculated daily). For deposits denominated in other currencies, the Trust earns interest at a rate of the one-month LIBOR less 100 basis points. Additionally, effective October 6, 2010, the Managing Owner retained RJOIM, an affiliate of the Managing Owner, to serve as a cash manager to the Trust. The Trust’s assets which are managed by the cash manager are held by Wells as custodian. As of December 31, 2014, Wells held approximately $512,000 of the Trust’s assets. To the extent excess cash is not invested in securities by the cash manager, such cash will be subject to the creditworthiness of the institution where such funds are deposited. Qualitative Disclosures Regarding Means of Managing Risk Exposure The Manager Owner together with the Investment Manager monitors the Trust’s performance and the concentration of its open positions, and consults with the Trading Advisors concerning the Trust’s overall risk profile. If the Managing Owner or the Investment Manager felt it necessary to do so, the Managing Owner could require the Trading 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 and Investment Manager primarily rely on the Trading 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 Trading Advisor to the Trust. These descriptions are not intended to be exhaustive.
Revolution Capital Management LLC: RCM utilizes rigorous statistical methods to uncover and exploit numerous inefficiencies in futures markets. RCM utilizes multiple different model architectures encompassing several hundred independent signal generators for each market traded and combines these signals in a proprietary manner to maximize risk-adjusted performance. All trading signals are generated and followed in a systematic manner, although RCM reserves the right to override the system in a discretionary manner in certain specified circumstances in accordance with its risk management policies.
RCM’s overall model ensemble exploits inefficiencies over short- to long-term time scales, which they define as a 1 to 200 day range. The models attempt to profit from price trends, but not all of the models used are “trend-following” in nature. RCM is involved in ongoing research and development and will continue to add models to the trading ensemble as they are developed and validated. The offered trading programs use various combinations of models from the ensemble. Thus, the overall strategy for an offered program may change over time, and clients will not necessarily be informed of these changes as they occur.
RCM employs sophisticated risk-management techniques that account for long-term volatility, short-term volatility, the number and liquidity of the markets
traded, and the dependencies/inter- relationships between markets and market sectors. The account positions are automatically balanced on an ongoing basis to maximize the expected risk-adjusted return of the account. The execution of the trading system is fully automated: data acquisition, data processing, and order requests are all automated. Nonetheless, in order to minimize the probability of mistakes, all potential orders are validated by RCM’s principals before actual execution occurs.
“Alpha Program”
RCM’s Alpha Program incorporates long-term, medium-term, and short-term models into one ensemble system. Because of the long-term component, the performance may have a nonzero correlation to trend following systems employed by others. The model suite has been chosen to provide maximal diversification across time scales and strategies. The program targets an annualized volatility in the range of 12% to 15%.
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The Alpha Program will trade on both U.S. and foreign exchanges, and may trade in the following markets:
PGR Capital LLC: PGR’s investment strategies have a strong mathematical and statistical basis and exploit established signal processing and econometric
techniques. Underlying PGR’s strategies are models of how markets move; it is an important principle that focuses on real markets rather than data mining. Strategies are primarily directional in nature; they identify and take advantage of both upward and downward price momentum. The source of these trends may be sound economic considerations, asymmetric information or behavioral patterns of market participants. Whatever the cause, persistent trends can be shown to occur in all markets across all sectors with varying strengths and durations. PGR’s strategies have been designed to identify the direction and strength of any trend over multiple timeframes and have the ability to adapt to the prevailing market conditions. Another key feature of PGR’s strategies is that they are continuous and update on every tick in the market. This approach allows PGR to be fully systematic, enhances their ability to adapt to changes in conditions and avoids the dangers of optimization around discrete events.
Broad diversification is a key feature of the program and is achieved through trading a wide range of global futures and forwards markets. These encompass liquid markets in the equity index, bond, currency, short-term interest rate and commodity sectors. Over time, markets may be added to add diversification and capacity; equally, markets may be removed should opportunities disappear.
Rigorous risk management is central to all PGR’s systems and operations. Risk control is integral to the trading strategies themselves; the strategies scale positions according to individual market risk and react dynamically to changing market conditions to control the risk of the portfolio as a whole. The automation of trade execution and reconciliation avoids the possibility of human errors while further processes continuously monitor and assess risk throughout all stages of the investment process. Financial markets are always subject to unexpected events which by their nature cannot be predicted. These include the effects of wars, terrorist attacks, natural disasters, fraud etc. Any investment program is vulnerable to these events which cannot be avoided. However, when they do occur it is important to be able to rapidly assess the situation and react accordingly. By PGR adjusting its positions and gearing according to the prevailing levels of market and portfolio risk PGR can rapidly control the risk of its portfolio as a whole. PGR has developed novel processes to monitor and assess market risk using a number of standard and non-standard measures including correlations, value at risk, sector exposure, entropy, stress tests etc. These measures enable PGR to better understand and react to market risks.
Technology is the backbone of PGR’s business. PGR’s sophisticated, robust and already-proven computerized systems enable the entire trading process to be automated, from real-time signal generation, through electronic trade execution to STP trade reconciliation. This results in reliable and efficient execution and operations twenty-four hours a day, five days a week without the need for a dedicated trading team. The system monitors live market data from real-time feeds and continuously updates the desired position for each market. Orders are generated and sent electronically when there is sufficient liquidity and the spread is narrow.
Paskewitz Asset Management, LLC: The Multi-Strategy Futures (MSF) Program contains three different types of models: contrarian, trend-following and short-term momentum. The combination of these three classes of systematic strategies takes advantage of the demonstrated negative correlation they exhibit with other asset classes, indices and strategy types. Combining these three types of uncorrelated trading strategies all into a single program provides an enhanced diversification benefit. For example, if an investor were to allocate to two separate uncorrelated managers, the first of which earns 10% in a quarter and the second of which loses 10%, the investor would pay an incentive fee to one manager even though their overall portfolio was flat for the quarter. The MSF Program clients avoid this netting risk by gaining exposure to multiple trading methodologies in a single product. Our contrarian models look to buy into oversold and sell into overbought markets on a short-term basis. Our trend-following models predict and participate in larger market moves, buying when the market has momentum to the upside and selling when the market has momentum to the downside. Our short-term momentum models use underlying logic that is similar to the trend-following models but on a much smaller time scale. All three strategy classes used by the MSF Program are diversified in the patterns the models use to decide when to enter and exit the market as well as the time horizon over which they are investing. The MSF Program seeks to identify and take advantage of investment opportunities in 35 liquid futures markets around the world, including markets in the US, Europe and Asia. These markets represent the most liquid futures markets across a range of sectors, including, equity indices, fixed income, currencies, energies, metals and agricultural.
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• Metals: gold, copper, silver • Meats: live cattle, lean hogs • Currencies: Swiss franc, Mexican peso, Australian dollar, Canadian dollar, British pound, Japanese yen, Euro currency • Grains: wheat, soybeans, soybean oil, corn • Stock Indices: S&P 500, FTSE 100 (UK), CAC40 (France), DAX (Germany), Hang Seng (Hong Kong), Share Price Index (Australia), Nikkei 225
(Japan), Nasdaq, Euro Stoxx (Euro zone) • Interest Rates: 30-year U.S. bond, 10-year U.S. note, 5-year U.S. note, 2-year U.S. note, Long Gilt (UK), Euro Schatz, Euro Bobl, Euro Bund, 3-year
Australian Bonds • Energies: crude oil, heating oil, natural gas, RBOB gas • Softs: coffee, cotton, sugar #11
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Centurion Investment Management, LLC: Centurion’s strategy is short-term systematic trading of liquid global financial and commodity markets. Trades
are held on average six hours and holding periods range from intraday to two days. The portfolio consists of more than 90 independent momentum and mean-reversion trading strategies which trade 52 futures markets, and are dynamically weighted based on volatility, correlation and performance.
Centurion’s systematic trading concentrates on the equity, fixed income, commodity and foreign exchange futures markets. The strategy currently has a 35% commodity allocation.
ROW Asset Management, LLC: The ROW Diversified Program seeks to generate consistent long-term appreciation through active leveraged investing in global futures, forwards, and options markets. We utilize a quantitative approach to forecasting, portfolio construction, and risk management. The Program invests in metals, currency, interest rate, energy, agriculture, and equity index instruments. We achieve style diversification by using a combination of Carry, Trend, Fair Value, Pattern Recognition, Volatility, Sentiment, and Mean Reversion models. Item 8. Financial Statements and Supplementary Data 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, 2014 and 2013.
The Trust has not disposed of any segments of its business.
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First Quarter Second Quarter Third Quarter Fourth Quarter 2014 2014 2014 2014 Total Trading Revenues (Loss) $ (1,284,104) $ 187,655 $ 651,399 $ 970,377 Total Trading Expenses 346,207 361,004 468,475 350,831 Trading Income (Loss) (1,630,311) (173,349) 182,924 619,546 Non-Trading Income (Loss) (49,386) (50,585) (40,380) 166,590 Net Income (Loss) $ (1,679,697) $ (223,934) $ 142,544 $ 786,136
Net Income (Loss) per Trading Unit
Class A $ (8.44) $ (0.89) $ 1.24 $ 4.33
Class B $ (8.97) $ (0.64) $ 1.74 $ 5.24
First Quarter Second Quarter Third Quarter Fourth Quarter 2013 2013 2013 2013 Total Trading Revenues (Loss) $ 178,081 $ (399,067) $ (333,675) $ 801,862 Total Trading Expenses 479,850 447,445 409,435 441,110 Trading Income (Loss) (301,769) (846,512) (743,110) 360,752 Non-Trading Income (Loss) (110,695) (61,284) 116,980 (181,865)Net Income (Loss) $ (412,464) $ (907,796) $ (626,130) $ 178,887
Net Income (Loss) per Trading Unit
Class A $ (1.12) $ (3.25) $ (3.06) $ 1.76
Class B $ (0.81) $ (3.15) $ (2.96) $ 2.32
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures 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, 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(e) and 15d-15(e) under the Exchange Act) as of December 31, 2014. 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, 2014. 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, 2014. 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, 2014, 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 the rules of the SEC that permit the Trust to provide only management’s report in this annual report. Changes in Internal Control Over Financial Reporting: There were no changes in the Trust’s internal control over financial reporting, during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting. Limitations on the Effectiveness of Controls: Any control system, no matter how well designed and operated, can only provide reasonable (but 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. Item 9B. Other Information None.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance There are no directors or executive officers of the Trust. As of December 31, 2014, 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, 2014 were as follows: R.J. O’Brien Fund Management, LLC Julie M. DeMatteo - Manager and Director: Ms. DeMatteo joined the Managing Owner in June of 2013 and became registered as a Principal in October 2013. Ms. DeMatteo is the principal executive officer of the Managing Owner. Ms. DeMatteo is also Chief Executive Officer of RJO Investment Management LLC, an SEC-registered investment adviser and affiliate of the Managing Owner. As Chief Executive Officer, Ms. DeMatteo is primarily responsible for the supervision of RJOIM and its investment advisor representatives. Ms. DeMatteo was transitioning employment from March 2013 to May 2013. From April 2010 to February 2013, Ms. DeMatteo was a Director in the Prime Services Division of Barclays Capital Inc., a futures commission merchant. She was responsible for working with the capital introduction and structured product groups to expand the firm’s footprint in the managed futures market segment. From July 2008 to March 2010, Ms. DeMatteo was Executive Director of Business Development for AlphaMetrix LLC, a CPO and CTA. In this role, she was responsible for asset raising, product development and establishing wholesale distribution relationships for the firm. From July 2008 to December 2008, she was an Associated Person with Dekla Financial Inc., an introducing broker. In this capacity, she was responsible for business development for the firm. She was transitioning between employers during June 2008. From August 2005 to May 2008, Ms. DeMatteo was Director, President and Chief Executive Officer of UBS Managed Fund Services Inc. (“UBSMF”). UBSMF created custom investment solutions for UBS clients and affiliated companies. In this capacity, she was responsible for business development and oversaw all logistical aspects of the firm’s business. From July 2000 to August 2005, she was Executive Director and Senior Counsel for the exchange traded derivatives business at UBS Securities. In this capacity, she was responsible for all legal and compliance initiatives for the business. She holds a Bachelor of Science in Accounting and Finance from Eastern Illinois University and a Juris Doctorate from Loyola University College of Law. James Gabriele - Manager and Director: Mr. Gabriele joined RJO Holdings Corp. in September 2012 as CFO of RJO Holdings Corp., a Principal of the Managing Owner. He joined the Managing Owner in August 2013, and became registered as a Principal in December 2013. Mr. Gabriele became listed as a Principal for R.J. O’Brien Associates, LLC, a futures commission merchant in December 2013, where he supervises finance department staff. At RJO, he oversees all aspects of finance for the Managing Owner’s operating entities, including futures brokerage and asset management. From March 1993 to December 2001, he served as Managing Director and Chief Financial Officer of ING Barings Futures and Options Clearing Services, part of ING Group. At ING, Jim served as Global Head of Finance and member of the Executive Committee. After that, Mr. Gabriele spent eight years in hedge fund administration where he started his own company providing clients with full service back office outsourcing across numerous structures and asset classes. In January 2002, Mr. Gabriele co-founded The Gabriele Group, which provided outsourced accounting and back office services to hedge funds, trading companies, and real estate limited partnerships. In March of 2006, The Gabriele Group combined its hedge fund administration business with Caledonian Group, a fund administration provider. From March 2006 to March 2009, he was Managing Director at Caledonian Global Fund Services. As a shareholder and member of the senior management team, his responsibilities included operations and client management. From April 2009 to January 2011, Mr. Gabriele was at Butterfield Fulcrum, a top tier global hedge fund administrator, as Managing Director and member of the Business Development and the Client Management Teams. In February 2011, Mr. Gabriel returned to The Gabriele Group as Managing Member providing management consulting services to a variety of financial sector firms. Mr. Gabriele has a BBS in accounting from Loyola University of Chicago, and is a Certified Public Accountant. Nancy Westwick – Chief Compliance Officer: Ms. Westwick joined the Managing Owner as chief compliance officer in August 2013. Ms. Westwick is also the chief compliance officer of R.J. O’Brien Investment Management, LLC, which she became in December 2010, and where she is responsible for compliance and operational functions. Ms. Westwick became registered as a Principal for the Managing Owner in January 2014. Ms. Westwick became registered as a Principal of R.J. O’Brien Investment Management, LLC in December 2012. Ms. Westwick became registered as a Principal and Associated Person of R.J. O’Brien & Associates, LLC in July 2011. Her primary duties as chief compliance officer of the Managing Owner, R.J. O’Brien Investment Management, LLC and R.J. O’Brien & Associates, LLC is ensuring employees and introducing brokers are complying with all rules and regulations of the CE Act and various exchanges, implementing new policies and procedures as mandated by applicable regulatory rules and reforms and establishing procedures for the remediation of noncompliance issues. From November 2005 to November 2010, Ms. Westwick was compliance counsel for MF Global Inc. (also known as Man Financial Inc.), a futures commission merchant. From September 2001 to October 2005, Ms. Westwick was associate general counsel for Refco LLC, a futures commission merchant. From May 2000 to August 2001, Ms. Westwick was assistant general counsel for Lind-Waldock, a futures commission merchant. For each of Lind-Waldock (became a division of Refco LLC in September 2001), Refco LLC (acquired by MF Global Inc. in November 2005) and MF Global Inc., Ms. Westwick worked to ensure compliance with all necessary rules and regulations and also trained broker staff in compliance matters. Ms. Westwick has a bachelor of arts from Rutgers University, a Juris Doctor from Loyola University of Chicago Law School and an LL.M. from IIT/Chicago – Kent College of Law.
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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% of 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 Julie M. DeMatteo and James Gabriele. 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 Exchange Act. 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. Item 11. Executive Compensation 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 Trading 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence. None. The Trust does not have any directors or officers of its own nor is any person known to have beneficial ownership of more than 5% of the outstanding units. The Trust is not the subsidiary of any business entity.
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(a) As of December 31, 2014, no person was known to the Trust to own beneficially more than 5% of the outstanding units.
(b) As of December 31, 2014, the Managing Owner beneficially held an ownership of $36,107 (which is the equivalent of 535 units) or approximately 0.39% of the ownership of the Trust as of that date.
(c) As of December 31, 2014, no arrangements were known to the Trust, including any pledges by any person of units of the Trust or units 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.
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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 $90,464 and $89,238 respectively for the 2014 and 2013 audits and for professional services rendered in connection with the audit of the Trust’s annual financial statements included in the Trust’s Form 10-K filings, the review of financial statements included in the Trust’s Form 10-Q filings, and the review of other SEC filings. (b) Audit-Related Fees The Trust did not pay CF & Co., L.L.P. any amount in 2014 or 2013 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 2014 or 2013 for professional services in connection with tax compliance, tax advice and tax planning. The Trust engaged Deloitte Tax 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 Tax LLP $88,000 for such services for 2014 and $75,250 for such services for 2013. 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 Exchange Act 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. Report of Independent Registered Public Accounting Firm — CF & Co., L.L.P.
b. Consolidated Statements of Financial Condition as of December 31, 2014 and 2013
c. Condensed Consolidated Schedules of Investments as of December 31, 2014 and 2013
d. Consolidated Statements of Operations, for the years ended December 31, 2014, 2013 and 2012
e. Consolidated Statements of Changes in Unitholders’ Capital for the years ended December 31, 2014, 2013, and 2012
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:
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Index to Exhibits
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Exhibit Number Description of Document 3.01 Tenth Amended and Restated Declaration and Agreement of Trust of the Registrant, dated as of January 31, 2015. * 3.02 Restated Certificate of Trust of the Registrant. (1) 10.01 Amended and Restated Limited Liability Company Agreement of O’Brien Alternative Strategic Investment Solutions, LLC, dated July 1, 2014. (2) 10.02 Second Amended and Restated Limited Liability Company Agreement of O’Brien Alternative Strategic Investment Solutions, LLC, dated August 4,
2014. (3) 10.03 Advisory Agreement, made as of April 17, 2014, by and among OASIS Centurion LLC, R. J. O’Brien Fund Management, LLC and Centurion
Investment Management, LLC. (4) 10.04 Amendment to Advisory Agreement, made as of April 30, 2014, by and among OASIS Centurion LLC, R. J. O’Brien Fund Management, LLC and
Centurion Investment Management, LLC. (5) 10.05 Second Amendment to Advisory Agreement, made as of April 30, 2014, by and among OASIS Centurion LLC, R. J. O’Brien Fund Management, LLC
and Centurion Investment Management, LLC. * 10.06 Advisory Agreement, made as of September 18, 2014, by and among OASIS ROW LLC, R. J. O’Brien Fund Management, LLC and ROW Asset
Management, LLC. (6) 10.07 Amendment to Advisory Agreement made as of October 18, 2014 by and among OASIS ROW, LLC, R. J. O’Brien Fund Management, LLC and
ROW Asset Management, LLC. (7) 13.01 Annual Report to Unitholders for Fiscal Year 2014. * 14.01 R.J. O’Brien Fund Management, LLC. Code of Ethics. * 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 Chief Executive Officer. * 32.02 Section 1350 Certification of Chief Financial Officer. *
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* Filed herewith. (1) Incorporated by reference herein from the exhibit of the same description filed on September 30, 2008 on Form 8-K. (2) Incorporated by reference herein from the exhibit of the same description filed on August 14, 2014 on Form 10-Q. (3) Incorporated by reference herein from the exhibit of the same description filed on August 14, 2014 on Form 10-Q. (4) Incorporated by reference herein from the exhibit of the same description filed on May 15, 2014 on Form 10-Q. (5) Incorporated by reference herein from the exhibit of the same description filed on May 15, 2014 on Form 10-Q.
(6) Incorporated by reference herein from the exhibit of the same description filed on November 14, 2014 on Form 10-Q.
(7) Incorporated by reference herein from the exhibit of the same description filed on November 14, 2014 on Form 10-Q.
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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.
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 27, 2015, and in the capacities indicated: R.J. O’Brien Fund Management, LLC.
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Date: March 27, 2015 RJO GLOBAL TRUST By: R.J. O’Brien Fund Management, LLC. (Managing Owner) By: /s/ James Gabriele James Gabriele Chief Financial Officer
Signatures Title
/s/ Julie M. DeMatteo Chief Executive Officer and Director Julie M. DeMatteo (principal executive officer)
/s/ James Gabriele Chief Financial Officer and Director James Gabriele (principal financial and accounting officer)
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Exhibit 3.01
EXHIBIT A
RJO GLOBAL TRUST
TENTH AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST
DATED AS OF JANUARY 31, 2015
RJO GLOBAL TRUST
TENTH AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST
TABLE OF CONTENTS
Page 1. Definitions. 1 2. Declaration of Trust. 2 3. The Trustee. 2 (a)Term; Resignation. 2 (b)Powers. 3 (c)Compensation and Expenses of the Trustee. 3 (d)Indemnification. 3 (e)Successor Trustee. 3 (f)Liability of the Trustee. 3 (g)Reliance by the Trustee and the Managing Owner; Advice of Counsel. 4 (h)Not Part of Trust Estate. 4 4. Principal Office. 5 5. Business. 5 6. Term, Dissolution, Fiscal Year and Net Asset Value. 5 (a)Term. 5 (b)Dissolution. 5 (c)Fiscal Year. 6 (d)Net Asset Value. 6 7. Net Worth of Managing Owner. 6 8. Capital Contributions; Units; Managing Owner’s Liability. 6 (a)Capital Contributions; Units. 6 (b)Managing Owner’s Liability. 6 9. Allocation of Profits and Losses. 7 (a)Capital Accounts and Allocations. 7 (b)Allocation of Profit and Loss for Federal Income Tax Purposes. 7 (c)Expenses. 8 (d)Limited Liability of Unitholders. 9 (e)Return of Capital Contributions. 9 10. Management of the Trust. 9 (a)Authority of the Managing Owner. 9 (b)Fiduciary Duties. 9 (c)Loans; Investments. 10 (d)Certain Conflicts of Interest Prohibited. 10 (e)Certain Agreements. 10 (f)Prohibition on “Pyramiding.” 10 (g)Freedom of Action. 10
A-i
TABLE OF CONTENTS
11. Audits and Reports to Unitholders. 10 12. Assignability of Units. 12 13. Redemptions. 12 14. Offering of Units. 13 15. Additional Offerings. 14 16. Special Power of Attorney. 14 17. Withdrawal of a Unitholder. 14 18. Benefit Plan Investors. 14 19. Standard of Liability; Indemnification. 15 (a)Standard of Liability for the Managing Owner. 15 (b)Indemnification of the Managing Owner by the Trust. 15 (c)Indemnification by the Unitholders. 16 20. Amendments; Meetings. 16 (a)Amendments with Consent of the Managing Owner. 16 (b)Amendments and Actions without Consent of the Managing Owner. 16 (c)Meetings; Other. 16 (d)Consent by Trustee. 17 21. Governing Law. 17 22. Miscellaneous. 17 (a)Notices. 17 (b)Binding Effect. 17 (c)Captions. 17 23. Certain Definitions. 17 24. No Legal Title to Trust Estate. 17 25. Legal Title. 17 26. Creditors. 17
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RJO GLOBAL TRUST
TENTH AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST
This TENTH AMENDED AND RESTATED DECLARATION AND AGREEMENT OF TRUST of RJO Global Trust is made and entered into as of this 31st day
of January, 2015 by and among R.J. O’Brien Fund Management, LLC, a Delaware limited liability company, as a managing owner, Wilmington Trust Company, a Delaware banking corporation, as trustee, and each other party who shall execute a counterpart of this Declaration and Agreement of Trust as an owner of a unit of beneficial interest of the Trust or who becomes a party to this Declaration and Agreement of Trust as a unit holder by execution of a Subscription Agreement and Power of Attorney Signature Page or otherwise and who is shown in the books and records of the Trust as a unit holder.
WITNESSETH:
WHEREAS, the parties hereto desire to operate the Trust for the business and purpose of issuing Units, the capital of which shall be used to engage in speculative trading, buying, selling or otherwise acquiring, holding or disposing of futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, with the objective of capital appreciation through speculative trading, and to amend and restate the Ninth Amended and Restated Declaration and Agreement of Trust of the Trust in its entirety, including any amendments thereto, except with respect to the First Amendment to the Sixth Amended and Restated Declaration and Agreement of Trust. The First Amendment to the Sixth Amended and Restated Declaration and Agreement of Trust, which only pertains to investors in the Trust as of October 12, 2005 and has no impact on investments made after such date, shall survive for its limited purpose and shall be a part of the Tenth Amended and Restated Declaration and Agreement of Trust.
NOW THEREFORE, the parties hereto agree as follows:
1. Definitions.
“Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et. seq.
“Advisor” means any Person who for any consideration engages in the business of advising others, either directly or indirectly, as to the value, purchase, or sale of Commodity Contracts or commodity options.
“Affiliate” of a Person means, subject to Section 19(b), (a) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person; (b) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by such Person; (c) any Person, directly, or indirectly, controlling, controlled by, or under common control of such Person; (d) any officer, director or partner of such Person; or (e) if such Person is an officer, director or partner, any Person for which such Person acts in any such capacity.
“Brokerage Fee” includes brokerage commissions, clearing commissions, exchange fees and regulatory fees.
“Capital Contributions” means the total investment in the Trust by a Unitholder or by all Unitholders, as the case may be.
“CFTC” means the Commodity Futures Trading Commission.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commodity Broker” means any Person who engages in the business of effecting transactions in Commodity Contracts for the account of others or for his own account.
“Commodity Contract” means a contract or option thereon providing for the delivery or receipt at a future date of a specified amount and grade of a traded commodity at a specified price and delivery point.
“Declaration and Agreement of Trust” means this Tenth Amended and Restated Declaration and Agreement of Trust of the Trust.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Expenses” has the meaning set forth in Section 3(d).
“Indemnified Parties” has the meaning set forth in Section 3(d).
“Managing Owner” means R.J. O’Brien Fund Management, LLC, a Delaware limited liability corporation, the managing owner of the Trust.
“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.
“Net Assets” has the meaning set forth in Section 6(d).
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“Net Asset Value per Unit” has the meaning set forth in Section 6(d).
“Net Worth” means the excess of total assets over total liabilities as determined by generally accepted accounting principles.
“Organizational and Initial Offering Costs” means all expenses incurred by the Trust in connection with and in preparing the Trust for registration and
subsequently offering and distributing it to the public, including, but not limited to, total underwriting and brokerage discounts and commissions (including fees of the underwriter's attorneys), expenses for printing, engraving, mailing, salaries of employees while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositories, experts, expenses of qualification of the sale of the Units under federal and state law, including taxes and fees, accountants’ and attorneys’ fees.
“Person” means any natural Person, partnership, corporation, association or other legal entity.
“Pit Brokerage Fee” shall include floor brokerage, clearing fees, National Futures Association fees, and exchange fees.
“Plan” has the meaning set forth in Section 18.
“Plan Fiduciary” has the meaning set forth in Section 18.
“Program Broker” means a Commodity Broker that effects trades in Commodity Contracts for the account of the Trust.
“Pyramiding” means a method of using all or a part of an unrealized profit in a Commodity Contract position to provide margin for any additional Commodity Contracts of the same or related commodities.
“Trust” means the RJO Global Trust, a Delaware statutory trust formed and operated for the purpose of investing in Commodity Contracts.
“Trust Estate” has the meaning set forth in Section 3(d).
“Trustee” means Wilmington Trust Company, a Delaware banking corporation, the trustee of the Trust, acting not in its individual capacity but solely as the trustee of the Trust under the Declaration and Agreement of Trust.
“Unit” means a unit of beneficial interest of the Trust.
“Unitholder” means a party who executes a counterpart to this Declaration and Agreement of Trust as an owner of a unit of beneficial interest of the Trust or who executes of a Subscription Agreement and Power of Attorney Signature Page or otherwise and who is shown in the books and records of the Trust as holding a Unit.
“Valuation Date” means the date as of which the Net Assets of the Trust are determined.
2. Declaration of Trust.
The Trustee hereby declares that it holds the investments in the Trust in trust upon and subject to the conditions set forth herein for the use and benefit of the Unitholders. It is the intention of the parties hereto that the Trust shall be a statutory trust under the Act, and that this Declaration and Agreement of Trust shall constitute the governing instrument of the Trust. The Trustee has filed the Certificate of Trust required by Section 3810 of the Act.
Nothing in this Declaration and Agreement of Trust shall be construed to make the Unitholders partners or members of a joint stock association except to the extent that such Unitholders, as constituted from time to time, are deemed to be partners under the Code, and applicable state and local tax laws. Notwithstanding the foregoing, it is the intention of the parties hereto that the Trust be treated as a partnership for purposes of taxation under the Code and applicable state and local tax laws. Effective as of the date hereof, the Trustee shall have all of the rights, powers and duties set forth herein and in the Act with respect to accomplishing the purposes of the Trust.
3. The Trustee.
(a) Term; Resignation. (i) Wilmington Trust Company has been appointed and has agreed to serve as the Trustee of the Trust. The Trust shall have only one trustee unless otherwise determined by the Managing Owner. The Trustee shall serve until such time as the Managing Owner removes the Trustee or the Trustee resigns and a successor Trustee is appointed by the Managing Owner in accordance with the terms of Section 3(e) hereof.
(ii) The Trustee may resign at any time upon the giving of at least 60 days’ advance written notice to the Trust; provided, that such resignation shall not become effective unless and until a successor Trustee shall have been appointed by the Managing Owner in accordance with Section 3(e) hereof. If the Managing Owner does not act within such 60 day period, the Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Trustee.
(b) Powers. Except to the extent expressly set forth in this Section 3, the duty and authority of the Trustee to manage the business and affairs of the Trust
are hereby delegated to the Managing Owner. The Trustee shall have only the rights, obligations or liabilities specifically provided for herein and in the Act and shall have no implied rights, obligations or liabilities with respect to the business or affairs of the Trust. The Trustee shall have the power and authority to execute, deliver, acknowledge and file all necessary documents, including any amendments to or cancellation of the Certificate of Trust, and to maintain all necessary records of the Trust as required by the Act. The Trustee shall provide prompt notice to the Managing Owner of the Trustee’s performance of any of the foregoing. The Managing Owner shall keep the Trustee informed of any actions taken by the Managing Owner with respect to the Trust that affect the rights, obligations or liabilities of the Trustee hereunder or under the Act.
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(c) Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive from the Trust or, if the assets of the Trust are insufficient, from
the Managing Owner, reasonable compensation for its services hereunder in accordance with the Trustee’s standard fee schedule, and shall be entitled to be reimbursed by the Trust or, if the assets of the Trust are insufficient, by the Managing Owner, for reasonable out-of-pocket expenses incurred by the Trustee in the performance of its duties hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise and performance of its rights and duties hereunder, to the extent attributable to the Trust.
(d) Indemnification. The Managing Owner agrees, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Trustee and its successors, assigns, legal representatives, officers, directors, agents and servants (the “Indemnified Parties”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or as indemnity payments pursuant to this Section 3(d)), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of the Indemnified Parties. The indemnities contained in this Section 3(d) shall survive the termination of this Declaration and Agreement of Trust or the removal or resignation of the Trustee. In addition, the Indemnified Parties shall be entitled to indemnification from any cash, net equity in any commodity futures, forward and option contracts, all funds on deposit in the accounts of the Trust, any other property held by the Trust, and all proceeds therefrom, including any rights of the Trust pursuant to any agreements to which the Trust is a party (the “Trust Estate”) to the extent such expenses are attributable to the formation, operation or termination of the Trust as set forth above, and to secure the same the Trustee shall have a lien against the Trust Estate which shall be prior to the rights of the Managing Owner and the Unitholders to receive distributions from the Trust Estate. The Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Trust Estate which result from claims against the Trustee personally that are not related to the ownership or the administration of the Trust Estate or the transactions contemplated by any documents to which the Trust is a party.
(e) Successor Trustee. Upon the resignation or removal of the Trustee, the Managing Owner shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Act. Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Managing Owner and any fees and expenses due to the outgoing Trustee are paid. Following compliance with the preceding sentence, the successor Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Declaration and Agreement of Trust, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Declaration and Agreement of Trust. Any successor Trustee shall file an amendment to the Certificate of Trust as required by the Act.
(f) Liability of the Trustee. Except as otherwise provided in this Section 3, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration and Agreement of Trust and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder or under any other agreement to which the Trust is a party, except for the Trustee’s gross negligence or willful misconduct. In particular, but not by way of limitation:
(i) the Trustee shall have no liability or responsibility for the validity or sufficiency of this Declaration and Agreement of Trust or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate;
(ii) the Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Managing Owner;
(iii) the Trustee shall not have any liability for the acts or omissions of the Managing Owner;
(iv) the Trustee shall not be liable for its failure to supervise the performance of any obligations of the Managing Owner, any Commodity
Broker, any Advisor, any selling agent, any additional selling agent, “wholesaler” selling agent or “correspondent” selling agent;
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(v) no provision of this Declaration and Agreement of Trust shall require the Trustee to expend or risk funds or otherwise incur any financial
liability in the performance of any of its rights or powers hereunder if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
(vi) under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this
Declaration and Agreement of Trust or any other agreements to which the Trust is a party;
(vii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration and Agreement of Trust, or to institute, conduct or defend any litigation under this Declaration and Agreement of Trust or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner or any Unitholders unless the Managing Owner or such Unitholders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Trustee (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby; and
(viii) notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (a) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (b) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (c) subject the Trustee to personal jurisdiction other than in the State of Delaware for causes of action arising from personal acts unrelated to the consummation by the Trustee of the transactions contemplated hereby.
(g) Reliance by the Trustee and the Managing Owner; Advice of Counsel. (i) In the absence of bad faith on the part of the Trustee or negligence or
misconduct on the part of the Managing Owner, the Trustee and the Managing Owner may conclusively rely upon certificates or opinions furnished to the Trustee or the Managing Owner and conforming to the requirements of this Declaration and Agreement of Trust in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no liability to anyone in acting on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper which is believed to be genuine and believed to be signed by the proper party or parties, and need not investigate any fact or matter pertaining to or in any such document; provided, however, that the Trustee or the Managing Owner shall have examined any certificates or opinions so as to determine compliance of the same with the requirements of this Declaration and Agreement of Trust. The Trustee or the Managing Owner may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Trustee or the Managing Owner may for all purposes hereof rely on a certificate, signed by the president or any vice-president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Trustee or the Managing Owner for any action taken or omitted to be taken by either of them in good faith in reliance thereon.
(ii) In the exercise or administration of the Trust hereunder and in the performance of its duties and obligations under this Declaration and Agreement of Trust, the Trustee, at the expense of the Trust, (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the Trustee with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care by the Trustee; provided that the Trustee shall not allocate any of its internal expenses or overhead to the account of the Trust. The Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountant or other such Persons.
(h) Not Part of Trust Estate. Amounts paid to the Trustee from the Trust Estate, if any, pursuant to this Section 3 shall not be deemed to be part of the
Trust Estate immediately after such payment.
4. Principal Office.
The address of the principal office of the Trust is c/o R.J. O’Brien Fund Management, LLC, 222 South Riverside Plaza, Suite 900, Chicago, IL 60606. The Trustee is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. The Trustee shall receive service of process on the Trust in the State of Delaware at the foregoing address. In the event Wilmington Trust Company resigns or is removed as the Trustee, the Trustee of the Trust in the State of Delaware shall be the successor Trustee.
5. Business.
The Trust’s business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, and to engage in all activities necessary, convenient or incidental thereto. The Trust may also engage in “hedge,” arbitrage and cash trading of any of the foregoing instruments. The Trust may engage in such business and purpose either directly or through joint ventures, entities or partnerships, provided that the Trust’s participation in any of the foregoing has no adverse economic or liability consequences for the Unitholders, which consequences would not be present had the Trust engaged in that same business or purpose directly.
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The objective of the Trust’s business is appreciation of its assets through speculative trading. The Trust shall have the power to engage in all activities
which are necessary, suitable, desirable, convenient or incidental to the accomplishment to the foregoing business and purpose. The Trust shall do so under the direction of the Managing Owner.
The Managing Owner may designate an Advisor or Advisors for the Trust and may apportion to such Advisor(s) the management of such Net Assets as the Managing Owner shall determine in its absolute discretion.
6. Term, Dissolution, Fiscal Year and Net Asset Value.
(a) Term. The term of the Trust commenced on the day on which the Certificate of Trust was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Act and shall end upon the first to occur of the following: (1) December 31, 2026; (2) receipt by the Managing Owner of the determination by Unitholders owning more than 50% of the Units then outstanding to dissolve the Trust, notice of which is sent by certified mail, return receipt requested, to the Managing Owner not less than 90 days prior to the effective date of such dissolution; (3) 120 days after either (i) the date of filing by, or against, the Managing Owner of a petition for relief under the bankruptcy laws, or (ii) the notice of the retirement, resignation, or withdrawal of the Managing Owner is provided pursuant to the last sentence of this Section 6(a), unless prior to such 120th day (A) Unitholders owning more than 50% of the Units then outstanding vote (or agree in writing) to approve the appointment of one or more successor managing owners to continue the business of the Trust, or (B) in the event of (i) above, the bankruptcy court approves the sale and assignment of the interests of the Managing Owner to a purchaser/assignor and the purchaser/assignor assumes the duties and obligations of “Managing Owner” and the purchaser/assignor begins serving as the successor Managing Owner, or (4) 90 days after either (i) the insolvency of the Managing Owner, or (ii) any other event that would cause the Managing Owner to cease to be managing owner of the Trust, unless prior to such 90th day Unitholders owning more than 50% of the Units then outstanding vote (or agree in writing) to approve the appointment of one or more successor managing owners to continue the business of the Trust; (5) the dissolution of the Managing Owner; (6) the insolvency or bankruptcy of the Trust; (7) a decline in the aggregate Net Assets of the Trust to less than $2,500,000 (except as provided in Section 13); (8) a decline in the Net Asset Value per Unit to $50 or less (except as provided in Section 13); (9) dissolution of the Trust pursuant hereto; or (10) any other event which shall make it unlawful for the existence of the Trust to be continued or require dissolution of the Trust. The Managing Owner shall have no right to retire, resign or withdraw without first providing not less than 120 days’ prior written notice to all Unitholders of such proposed action. The Managing Owner shall be responsible for seeking the requisite vote of (or signatures from) Unitholders during the applicable period of time for the events covered by Section 6(a)(3) or 6(a)(4) above.
(b) Dissolution. Upon the occurrence of an event causing the dissolution of the Trust, the Trust shall be dissolved and its affairs wound up. Upon the dissolution of the Trust, the Managing Owner or, in the event that dissolution of the Trust pursuant to Section 6(a)(5) has caused the Managing Owner to cease to be managing owner of the Trust, a Person or Persons approved by the affirmative vote of more than 50% of the Units then owned by Unitholders, shall wind up the Trust’s affairs and, in connection therewith, shall distribute the Trust’s assets in the following manner and order:
(i) FIRST TO payment and discharge of all claims of creditors of the Trust (including, to the extent otherwise permitted by law, creditors who are Unitholders or the Trustee), including by the creation of any reserve that the Managing Owner (or its successor), in its sole discretion, may consider reasonably necessary for any losses, contingencies, liabilities or other matters of or relating to the Trust; provided, however, that if and when the cause for such reserve ceases to exist, the monies, if any, then in such reserve shall be distributed in the manner hereinafter provided; and
(ii) SECOND TO distribution in cash of the remaining assets to the Unitholders in proportion to their capital accounts, after giving effect to the
allocations pursuant to Section 9 hereof as if the date of distribution were the end of a calendar year.
(c) Fiscal Year. The fiscal year of the Trust shall begin on January 1 of each year and end on the following December 31.
(d) Net Asset Value. The “Net Assets” of the Trust are its total assets less its total liabilities, determined in accordance with generally accepted accounting principles, and includes any unrealized profits or losses on open positions, and any fee or expense including Net Asset fees accruing to the Trust. The “Net Asset Value per Unit” is to be determined on a per class or series basis and calculated by dividing the Net Assets of each such class and/or series by the outstanding number of Units of each such class and/or series, subject to the provisions of Section 9(a) hereof.
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A futures or futures option contract traded on a United States commodity exchange shall be valued at the settlement price on the date of valuation. If such a
contract held by the Trust cannot be liquidated on the day with respect to which Net Assets are being determined, the settlement price on the first subsequent day on which the contract can be liquidated shall be the basis for determining the liquidating value of such contract for such day, or such other value as the Managing Owner may deem fair and reasonable. The liquidating value of a futures, forward or option contract not traded on a United States commodity exchange shall mean its liquidating value as determined by the Managing Owner on a basis consistently applied for each different variety of such contract.
The Managing Owner may only cause the Trust to invest in joint ventures, entities or partnerships which conform to the foregoing valuation principles.
Organizational and Initial Offering Cost reimbursement shall not reduce Net Asset Value for any purpose, including calculating the redemption value of Units; however, the amount of Organizational and Initial Offering Costs amortized at each month-end during the amortization period will reduce Net Asset Value as of each such month-end.
Accrued incentive fees shall reduce the Net Asset Value of the Trust.
7. Net Worth of Managing Owner.
The Managing Owner agrees that at all times so long as it remains the managing owner of the Trust, it will maintain a Net Worth at an amount not less than 5% of the total contributions by all Unitholders to the Trust and all entities of which the Managing Owner is general partner or managing owner. In no event shall the Managing Owner be required to maintain a Net Worth in excess of the greater of (i) $1,000,000 or (ii) the amount which the Managing Owner is advised by counsel as necessary or advisable to ensure that the Trust is taxed as a partnership for federal income tax purposes.
8. Capital Contributions; Units; Managing Owner’s Liability.
(a) Capital Contributions; Units. The beneficial interests in the Trust shall consist of two types: a general liability interest and limited liability Units. The Managing Owner shall acquire the general liability interest, and investors shall all acquire limited liability Units.
Upon the initial contribution by the Managing Owner to the Trust, the Managing Owner became the holder of the general liability interest of the Trust.
No certificates or other evidences of beneficial ownership of the Units will be issued. The Unitholders’ respective Capital Contributions to the Trust shall be as shown on the books and records of the Trust.
Every Unitholder, by virtue of having purchased or otherwise acquired Units, shall be deemed to have expressly consented and agreed to be bound by the terms of this Declaration and Agreement of Trust.
Any Units acquired by the Managing Owner or any of its Affiliates will be non-voting, and will not be considered outstanding for purposes of determining whether the majority approval of the outstanding Units has been obtained.
The general liability interest in the Trust held by the Managing Owner will be non-voting.
(b) Managing Owner’s Liability. The Managing Owner shall have unlimited liability for the repayment, satisfaction and discharge of all debts, liabilities and obligations of the Trust to the full extent, and only to the extent, of the Managing Owner’s assets.
The Managing Owner shall be liable for the acts, omissions, obligations and expenses of the Trust, to the extent not paid out of the assets of the Trust, to the same extent that the Managing Owner would be so liable if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and the Managing Owner were the general partner of such partnership. The obligations of the Managing Owner under this paragraph shall be evidenced by its ownership of the general liability interest.
9. Allocation of Profits and Losses.
(a) Capital Accounts and Allocations. A capital account shall be established for each Unit and for the Managing Owner. The initial balance of each capital account shall be the aggregate amount contributed to the Trust with respect to a Unit, which amount shall be equal to the Net Asset Value per Unit on the date each Unit is purchased after all accrued fees, expenses and incentive fee allocations (other than unamortized Organizational and Initial Offering Costs).
As of the close of business (as determined by the Managing Owner) on the last business day of each month, any increase or decrease in the Net Assets of the Trust as compared to the last such determination of Net Assets shall be credited or charged equally among the Units of all Unitholders on a per class or per series basis.
In making the month-end adjustments to the capital accounts described in the preceding paragraph, capital accounts of all Units shall be adjusted to reflect the Brokerage Fee.
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(b) Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Trust’s income and expense and capital gain or
loss shall be allocated among the Unitholders (including the Managing Owner on a Unit-equivalent basis) pursuant to the following provisions of this Section 9(b) for federal income tax purposes. Allocations of profit and loss shall be pro rata from net capital gain or loss and net ordinary income or loss realized by the Trust unless allocation of items of gain or income or loss or expense are necessary to satisfy the requirements in Sections 9(b)(1)(B) and 9(b)(1)(D) that sufficient profit and loss be allocated to tax accounts such that tax accounts attributable to redeemed Units equal distributions in redemption of such Units. Notwithstanding the foregoing requirement that annual allocations of profit and loss be pro rata from capital and ordinary income, gain, loss and expense, adjustments to such allocations shall be made to reflect the extent to which income or expense is otherwise determined and periodically allocated to the Unitholders, and such periodic allocations and adjustment shall be determined in a manner that in the judgment of the Managing Owner is consistent with the intent of this Section 9(b).
(1) Trust profit and loss shall be allocated as follows:
(A) For the purpose of allocating profit or loss among the Unitholders, there shall be established a tax account with respect to each outstanding Unit and with respect to the Managing Owner. The initial balance of each tax account shall be the amount contributed to the Trust for each Unit and the amount contributed by the Managing Owner. As of the end of each of the first sixty months after the Trust begins operations, the balance of such tax account shall be reduced by each Unit’s allocable share of the amount of Organizational and Initial Offering Cost reimbursements amortized as of the end of such month by the Trust, as provided in Section 9(c). As of the end of each month after the Trust begins operations, the balance of such tax account shall be further reduced by each Unit’s allocable share of any amount payable by the Trust in respect of that month for the costs of the ongoing offering of Units. The adjustment to reflect the amortization of Organizational and Initial Offering Cost reimbursements as well as ongoing offering costs shall be made prior to the following allocations of Trust profit and loss (and shall be taken into account in making such allocations). Tax accounts shall be adjusted as of the end of each fiscal year and as of the date a Unitholder redeems any Units as follows:
(i) Each tax account shall be increased by the amount of profit allocated to the Unitholder pursuant to Section 9(b)(1)(B) and 9(b)(1)(C) below.
(ii) Each tax account shall be decreased by the amount of loss allocated to the Unitholder pursuant to Section 9(b)(1)(D) and 9(b)(1)(E)
below and by the amount of any distributions the Unitholder has received with respect to such Unit.
(iii) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations set forth in Section 9(b)) shall be eliminated.
(B) Profits shall be allocated first to each Unitholder who has redeemed any Units during the fiscal year up to the excess, if any, of the amount received
upon redemption of the Units over the amount in the Unitholder’s tax account attributable to the redeemed Units.
(C) Profit remaining after the allocation thereof pursuant to Section 9(b)(1)(B) shall be allocated next among all Unitholders who hold Units outstanding at the end of the applicable fiscal year whose capital accounts with respect to such Units are in excess of their tax accounts in the ratio that each such Unitholder’s excess bears to all such Unitholders’ excesses. Profit remaining after the allocation described in the preceding sentence shall be allocated among all Unitholders in proportion to their holdings of outstanding Units.
(D) Loss shall be allocated first to each Unitholder who has redeemed any Units during the fiscal year up to the excess, if any, of the amount in such Unitholder’s tax account attributable to the redeemed Units over the amount received upon redemption of the Units.
(E) Loss remaining after the allocation thereof pursuant to Section 9(b)(1)(D) shall be allocated next among all Unitholders who hold Units outstanding at the end of the applicable fiscal year whose tax accounts with respect to such Units are in excess of their capital accounts in the ratio that each such Unitholder’s excess bears to all such Unitholders’ excesses. Loss remaining after the allocation pursuant to the preceding sentence shall be allocated among all Unitholders in proportion to their holding of outstanding Units.
(2) In the event that a Unit has been assigned, the allocations prescribed by this Section 9(b) shall be made with respect to such Unit without regard to the assignment, except that in the year of assignment the allocations prescribed by this Section 9(b) shall, to the extent permitted for federal income tax purposes, be allocated between the assignor and assignee using the interim closing of the books method.
(3) The allocation for federal income tax purposes of profit and loss, as set forth herein, is intended to allocate taxable profit and loss among Unitholders generally in the ratio and to the extent that net profit and net loss are allocated to such Unitholders under Section 9(a) hereof so as to eliminate, to the extent possible, any disparity between a Unitholder’s capital account and his tax account with respect to each Unit then outstanding, consistent with the principles set forth in Section 704(c) of the Code.
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(4) Notwithstanding anything herein to the contrary, in the event that at the end of any Trust taxable year any Unitholder’s capital account is adjusted for,
or such Unitholder is allocated, or there is distributed to such Unitholder any item described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) in an amount not reasonably expected at the end of such year, and such treatment creates a deficit balance in such Unitholder’s capital account, then such Unitholder shall be allocated all items of income and gain of the Trust for such year and for all subsequent taxable years of the Trust until such deficit balance has been eliminated. In the event that any such unexpected adjustments, allocations or distributions create a deficit balance in the capital accounts of more than one Unitholder in any Trust taxable, all items of income and gain of the Trust for such taxable year and all subsequent taxable years shall be allocated among all such Unitholders in proportion to their respective deficit balances until such deficit balances have been eliminated.
(5) The allocations of profit and loss to the Unitholders shall not exceed the allocations permitted under Subchapter K of the Code, as determined by the Managing Owner, whose determination shall be binding.
The Managing Owner may adjust the allocations set forth in this Section 9(b), in the Managing Owner’s discretion, if the Managing Owner believes that doing so will achieve more equitable allocations or allocations more consistent with the Code.
(c) Expenses.
The Trust shall pay a monthly Brokerage Fee, paid as incurred. 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 D Units may also be subject to an initial selling commission of up to 2.0% of the amount invested. Class B and C Units shall not be subject to a selling commission.
The Trust shall pay any third-party cash manager, where utilized, an advisory fee pursuant to a cash management or other written agreement between the Trust and such cash manager.
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.
The Trust shall pay to the Advisor(s) such management fees and incentive fees as are described in the Memorandum or otherwise as disclosed in writing to the Unitholders by the Managing Owner.
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).
The Managing Owner shall not allocate any of its internal expenses or overhead to the account of the Trust.
(d) Limited Liability of Unitholders. Each Unit, when purchased in accordance with this Declaration and Agreement of Trust, shall, except as otherwise provided by law, be fully-paid and nonassessable. Any provisions of this Declaration and Agreement of Trust to the contrary notwithstanding, Unitholders (including the Managing Owner, except to the extent otherwise provided herein) shall be entitled to the same limitation on personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
The Trust will indemnify, to the full extent permitted by law, each Unitholder (other than the Managing Owner in the event that the Managing Owner acquires Units) against any claims of liability asserted against such Unitholder solely because such Unitholder is a beneficial owner of the Trust (other than in respect of taxes due from such Unitholder as such a beneficial owner).
Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Managing Owner shall give notice to the effect that the same was executed or made by or on behalf of the Trust and that the obligations of any of the foregoing are not binding upon the Unitholders individually but are binding only upon the assets and property of the Trust, and that no resort shall be had to the Unitholders’ personal property for the satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Declaration and Agreement of Trust and may contain any further recital which the Managing Owner deems appropriate, but the omission thereof shall not operate to bind the Unitholders individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking.
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(e) Return of Capital Contributions. No Unitholder or subsequent assignee shall have any right to demand the return of its capital contribution or any
profits added thereto, except through redeeming Units or upon dissolution of the Trust, in each case as provided herein. In no event shall a Unitholder or subsequent assignee be entitled to demand or receive property other than cash.
10. Management of the Trust.
(a) Authority of the Managing Owner. Pursuant to Section 3806 of the Act, the Trust shall be managed by the Managing Owner, and the conduct of the Trust’s business shall be controlled and conducted solely by the Managing Owner in accordance with this Declaration and Agreement of Trust.
The Managing Owner, to the exclusion of all other Unitholders, shall control, conduct and manage the business of the Trust. The Managing Owner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Unitholders (subject to the allocation provisions hereof), shall execute various documents on behalf of the Trust and the Unitholders pursuant to powers of attorney and shall supervise the liquidation of the Trust if an event causing dissolution of the Trust occurs.
The Managing Owner may, in furtherance of the business of the Trust, cause the Trust to buy, sell, hold or otherwise acquire or dispose of futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, and to engage in all activities necessary, convenient or incidental thereto, and cause the trading of the Trust to be limited to only certain of the foregoing instruments. The Managing Owner is specifically authorized to enter into brokerage, custodial and margining arrangements as described in the Memorandum. The Managing Owner may engage, and compensate on behalf of the Trust from funds of the Trust, or agree to share profits and losses with, such Persons, firms or corporations, including (except as described in this Declaration and Agreement of Trust) the Managing Owner and any affiliated Person, as the Managing Owner in its sole judgment shall deem advisable for the conduct and operation of the business of the Trust, including any Advisor(s); provided, that no such arrangement shall allow brokerage commissions paid by the Trust, including Pit Brokerage Fees and service fees, to exceed 14% annually on the Trust’s average Net Assets during any year (excluding the assets, if any, not directly related to trading activity). The Managing Owner shall reimburse the Trust, on an annual basis, for any such amount that exceeds such limitation during the preceding year.
During any fiscal year of the Trust, if management fees, including the managing owner fee paid to the Managing Owner and total management fees paid to the Trading Advisors, exceeds 6% annually on the Trust’s average Net Assets during any year, the Managing Owner shall reimburse the Trust for such excess.
The Managing Owner may take such other actions on behalf of the Trust as the Managing Owner deems necessary or desirable to manage the business of the Trust.
Any material change in the Trust’s basic investment policies or structure shall require the approval of Unitholders owning more than 50% of the Units then outstanding. In addition, the Managing Owner shall notify Unitholders of any material changes relating to the Trust as provided in Section 11 hereof.
The Managing Owner is hereby authorized to perform all duties imposed by Sections 6221 through 6232 of the Code on the Managing Owner as the “tax matters partner” of the Trust.
(b) Fiduciary Duties. The Managing Owner shall be under a fiduciary duty to conduct the affairs of the Trust in the best interests of the Trust, provided that the Managing Owner shall not be obligated to engage in any conduct on behalf of the Trust to the detriment of any other commodity pool to which the Managing Owner owes similar fiduciary duties. Except as otherwise provided herein or disclosed in the Memorandum, the Unitholders will under no circumstances be deemed to have contracted away the fiduciary obligations owed them by the Managing Owner under the common law. The Managing Owner’s fiduciary duty includes, among other things, the safekeeping of all funds and assets of the Trust and the use thereof for the benefit of the Trust. The funds of the Trust will not be commingled with the funds of any other Person (deposit of funds with a commodity or securities broker, clearinghouse or forward dealer shall not be deemed to constitute “commingling” for these purposes). The Managing Owner will take no actions with respect to the property of the Trust which do not benefit the Trust. The Managing Owner shall at all times act with integrity and good faith and exercise due diligence in all activities relating to the conduct of the business of the Trust and in resolving conflicts of interest.
(c) Loans; Investments. The Trust shall not make loans to any party. The Managing Owner shall make no loans to the Trust unless approved by the Unitholders in accordance with Section 20(a). If the Managing Owner makes a loan to the Trust, the Managing Owner shall not receive interest in excess of its interest costs, nor may the Managing Owner receive interest in excess of the amounts which would be charged to the Trust (without reference to the Managing Owner’s financial resources or guarantees) by unrelated banks on comparable loans for the same purpose. The Managing Owner shall not receive “points” or other financing charges or fees regardless of the amount. The Trust shall not invest in any debt instruments other than government securities and other CFTC-authorized investments, or invest in any equity security without prior notice to Unitholders.
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(d) Certain Conflicts of Interest Prohibited. No Person may receive, directly or indirectly, any advisory or management fees, profit shares or any profit-
sharing allocation, from joint ventures, partnerships or similar arrangements in which the Trust participates, for investment advice or management who shares or participates in any commodity brokerage commissions paid by the Trust; no broker may pay, directly or indirectly, rebates or give-ups to any Advisor, manager or joint venturer, or to the Managing Owner or any of its Affiliates; and such prohibitions may not be circumvented by any reciprocal business arrangements. No Advisor shall be affiliated with the Program Broker or any of its Affiliates.
(e) Certain Agreements. Any agreements between the Trust and the Managing Owner or any Affiliate of the Managing Owner, or an Advisor, shall be terminable by the Trust, without penalty, on no more than 60 days’ written notice.
In addition to any specific contract or agreements described herein, the Trust and the Managing Owner on behalf of the Trust may enter into any other contracts or agreements specifically described in or contemplated by the Memorandum without any further act, approval or vote of the Unitholders, notwithstanding any other provisions of this Declaration and Agreement of Trust, the Act or any applicable laws, rules or regulations; provided, however, any material change in the Trust’s basic investment policies or structure shall require the approval of Unitholders owning more than 50% of the Units then outstanding and the Managing Owner shall notify Unitholders of any material changes relating to the Trust as provided in Section 11 hereof.
The maximum period covered by any contract entered into by the Trust, except for the various provisions of the Selling Agreement which survive the final closing of the sale of the Units, shall not exceed one year.
The brokerage commissions paid by the Trust shall be competitive. The Trust shall seek the best price and services available for its commodity transactions.
R.J. O’Brien & Associates, LLC credits the Trust with interest at 100% of the Trust’s average daily U.S. dollar balances on deposit with R.J. O’Brien & Associates, LLC during each month at a rate equal to the average 4-week Treasury Bill rate and at 1-month LIBOR less 1.0% in respect of non-U.S. dollar deposits, or as otherwise disclosed in the Memorandum. The economic benefit from the possession of the Trust’s assets in excess of the interest credited by R.J. O’Brien & Associates, LLC to the Trust will be retained by R.J. O’Brien & Associates, LLC. 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.
(f) Prohibition on “Pyramiding.” The Trust is prohibited from engaging in Pyramiding. An Advisor of the Trust taking into account the Trust’s open-trade equity on existing positions in determining generally whether to acquire additional commodity positions on behalf of the Trust will not be considered to be engaging in Pyramiding.
(g) Freedom of Action. The Managing Owner is engaged, and may in the future engage, in other business activities and shall not be required to refrain from any other activity nor forgo any profits from any such activity, whether or not in competition with the Trust. Neither the Trust nor any of the Unitholders shall have any rights by virtue of this Declaration and Agreement of Trust in and to such independent ventures or the income or profits derived therefrom. Unitholders may similarly engage in any such other business activities. The Managing Owner shall devote to the Trust such time as the Managing Owner may deem advisable to conduct the Trust’s business and affairs.
11. Audits and Reports to Unitholders.
The Trust’s books shall be audited annually by an independent certified public accountant. The Trust shall cause each Unitholder to receive (i) within 90 days after the close of each fiscal year certified financial statements for the fiscal year then ended, (ii) within 90 days of the end of each fiscal year (but in no event later than March 15 of each year) such tax information as is necessary for a Unitholder to complete its federal income tax return and (iii) such other annual and monthly information as the CFTC may by regulation require. The Managing Owner shall include in the annual reports sent to Unitholders an approximate estimate (calculated as accurately as may be reasonably practicable) of the round-turn equivalent brokerage commission rate paid by the Trust during the preceding year (including forward contracts on a futures-equivalent basis for purposes of such calculation).
Unitholders or their duly authorized representatives may inspect the books and records of the Trust during normal business hours upon reasonable written notice to the Managing Owner and obtain copies of such records upon payment of reasonable reproduction costs; provided, however, that upon request by the Managing Owner, the requesting Unitholder shall represent that the inspection and/or copies of such records will not be used for commercial purposes unrelated to such Unitholder’s interest as a beneficial owner of the Trust. The Managing Owner shall have the right to keep confidential from the Unitholders, for such period of time as the Managing Owner deems reasonable, any information that the Managing Owner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Managing Owner in good faith believes is not in the best interest of the Trust or could damage the Trust or its business or which the Trust is required by law or by agreement with a third party to keep confidential.
The Managing Owner shall calculate the Net Asset Value per Unit on a monthly basis and sell and redeem Units at Net Asset Value.
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The Managing Owner shall notify the Unitholders of (i) changes to the trading method of the Trust’s Advisor(s) which the Managing Owner believes to be
material, (ii) changes in management fee(s), incentive fee(s) or other fees paid by the Trust or (iii) material changes in the basic investment policies or structure of the Trust. The Managing Owner shall so notify Unitholders, by certified mail or other means of notification providing for evidence of delivery, prior to any such change. Such notification shall contain a ballot (if applicable), a description of the Unitholders’ voting and redemption rights, and a description of any material effect of such change. The Managing Owner will send written notice to each Unitholder within seven days of any decline in the Net Asset Value per Unit to 50% or less of such value as of the previous month-end. Any such notice shall contain a description of the Unitholders’ voting and redemption rights. The Trust shall pay the cost of any notification delivered pursuant to this paragraph.
The Managing Owner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Trust. The Managing Owner shall cause the Trust to pay any taxes payable by the Trust; provided, however, that such taxes need not be paid if the Managing Owner or the Trust is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof, and such contest does not materially endanger any right or interest of the Trust.
The Managing Owner shall maintain and preserve all required records relating to the Trust for a period of not less than six years from the receipt of such records.
In particular, and not by way of limitation, the Managing Owner will retain all Subscription Agreement and Power of Attorney Signature Pages submitted by Persons admitted as Unitholders, and all other records necessary to substantiate that Units are sold only to purchasers for whom the Units are a suitable investment, for at least six years after Units are sold to such Persons.
The Managing Owner shall seek the best price and services for the Trust’s trading, and will, with the assistance of the Program Broker(s), make an annual review of the commodity brokerage arrangements applicable to the Trust. Not by way of qualifying the Managing Owner’s obligations to ensure that the Trust’s brokerage arrangements are competitive, but rather as a means of providing additional information to the Unitholders, in connection with such review, the Managing Owner will ascertain, to the extent practicable, the commodity brokerage rates charged to other major commodity pools whose trading and operations are, in the opinion of the Managing Owner, comparable to those of the Trust, in order to assess whether the rates charged the Trust are reasonable in light of the services it receives and the terms upon which the Trust was promoted to subscribers. If, as a result of such review, the Managing Owner determines that such rates are unreasonable in light of the services provided to the Trust and the terms upon which the Trust was promoted, the Managing Owner will notify the Unitholders, setting forth the rates charged to the Trust and several funds which are, in the Managing Owner’s opinion, comparable to the Trust. The Managing Owner shall also make an annual review of the spot and forward trading arrangements for the Trust in an attempt to determine whether such arrangements are competitive with those of other comparable pools in light of the circumstances.
In addition to the undertakings in the preceding paragraph, the Trust will seek the best price and services available on its commodity brokerage transactions. All brokerage transactions will be effected at competitive rates. Brokerage commissions may not exceed the cap set forth in Section 10(a). The Managing Owner will annually review the brokerage rates paid by the Trust to guarantee that the criteria set forth in this paragraph are followed. The Managing Owner may not rely solely on the rates charged by other major commodity pools in complying with this paragraph.
12. Assignability of Units.
Each Unitholder expressly agrees that it will not assign, transfer or dispose of, by gift or otherwise, any of its Units or any part or all of its right, title and interest in the capital or profits of the Trust in violation of any applicable federal or state securities laws or, except by involuntary operation of law, without giving written notice to the Managing Owner. No assignment, transfer or disposition by an assignee of Units or of any part of its right, title and interest in the capital or profits of the Trust shall be effective against the Trust, the Trustee or the Managing Owner until the Managing Owner has received the written notice of the assignment; the Managing Owner shall not be required to give any assignee any rights hereunder prior to receipt of such notice. The Managing Owner may, in its sole discretion, waive any such notice. No such assignee, except with the consent of the Managing Owner, may become a substituted Unitholder, nor will the estate or any beneficiary of a deceased Unitholder or assignee have any right to redeem Units from the Trust except by redemption as provided in Section 13 hereof. The Managing Owner’s consent is required for the admission of a substituted Unitholder, and the Managing Owner intends to so consent; provided, that the Managing Owner and the Trust receive an opinion of counsel to the Managing Owner and of counsel to the Trust that such admission will not adversely affect the classification of the Trust as a partnership for federal income tax purposes; and provided further, that an assignee shall not become a substituted Unitholder without first having executed an instrument reasonably satisfactory to the Managing Owner accepting and adopting the terms and provisions of this Declaration and Agreement of Trust, including a Subscription Agreement and Power of Attorney Signature Page, a counterpart signature page to this Declaration and Agreement of Trust or other comparable document, and without having paid to the Trust a fee sufficient to cover all reasonable expenses of the Trust in connection with its admission as a substituted Unitholder. Each Unitholder agrees that with the consent of the Managing Owner any assignee may become a substituted Unitholder without need of the further act or approval of any Unitholder. If the Managing Owner withholds consent, an assignee shall not become a substituted Unitholder, and shall not have any of the rights of a Unitholder, except that the assignee shall be entitled to receive that share of capital and profits and shall have that right of redemption to which its assignor would otherwise have been entitled. No assignment, transfer or disposition of Units shall be effective against the Trust or the Managing Owner until the last day of the month in which the Managing Owner receives notice of such assignment, transfer or disposition.
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13. Redemptions.
A Unitholder (including the Managing Owner except to the extent that its power to redeem is limited by any other provision of this Declaration and
Agreement of Trust) to the extent that it owns Units or any assignee of Units of whom the Managing Owner has received written notice as described above, may redeem all or part of its Units, effective as of the close of business (as determined by the Managing Owner) on the last day of any month, provided, that (i) all liabilities, contingent or otherwise, of the Trust, except any liability to Unitholders on account of their Capital Contributions, have been paid or there remains property of the Trust sufficient to pay them, (ii) the Unitholder redeems at least $1,000 of Units, (iii) in the case of partial redemption, such Unitholder’s investment in the Trust after the partial redemption will be at least $1,000, and (iv) the Managing Owner shall have timely received a request for redemption (as provided below). If Units are redeemed by a Unitholder at a time when there are accrued incentive fee(s) due to the Trust’s Advisor(s), the amount of such accrual attributable to the Units being redeemed will be deducted from the redemption proceeds payable to the redeeming Unitholder and paid to the Trust’s Advisor(s). Units redeemed on or before the end of the eleventh full calendar month after such Units are issued by the Trust are subject to early redemption charges of 1.5% of the Net Asset Value at which they are redeemed. Such charges will be deducted from redemption proceeds due to the Unitholder making the redemption and will be paid to the Managing Owner. 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. No redemption charges shall be applicable to Unitholders who redeem because the Trust’s expenses have been increased. Class C and Class D Units will not be subject to any redemption charges.
In the event that a Unitholder acquires Units as of the end of more than one month, such Units will be treated on a “first-in, first-out” basis for purposes of identifying which of such Units are being redeemed so as to determine whether early redemption charges apply.
Requests for redemption as of any month-end must be received by the Managing Owner on or before the fifth business day prior to the month-end of redemption (including the last business day of the month), or such later date as shall be acceptable to the Managing Owner.
If as of the close of business (as determined by the Managing Owner) on any day, the Net Asset Value of a Unit has decreased to less than 50% of the Net Asset Value per Unit as of the previous month-end Net Asset Value per Unit or to $50 or less, after adding back all distributions, the Managing Owner shall cause the Trust to liquidate all open positions as expeditiously as possible and suspend trading. Within ten business days after the suspension of trading, the Managing Owner shall declare a Special Redemption Date. Such Special Redemption Date shall be a business day within 30 business days from the suspension of trading by the Trust, and the Managing Owner shall mail notice of such date to each Unitholder and assignee of Units of whom it has received written notice as described above, by first-class mail, postage prepaid, not later than ten business days prior to such Special Redemption Date, together with instructions as to the procedure such Unitholder or assignee must follow to have its Units redeemed on such Date (only entire, not partial, interests in the Trust may be redeemed on a Special Redemption Date, unless otherwise determined by the Managing Owner). Upon redemption pursuant to a Special Redemption Date, a Unitholder or any other assignee of whom the Managing Owner has received written notice as described above, shall receive from the Trust an amount equal to the Net Asset Value of its Units, determined as of the close of business (as determined by the Managing Owner) on such Special Redemption Date. No redemption charges shall be assessed on any such Special Redemption Date. As in the case of a regular redemption, an assignee shall not be entitled to redemption until the Managing Owner has received written notice as described above of the assignment, transfer or disposition under which the assignee claims an interest in the Units to be redeemed. If, after a Special Redemption Date, the Net Assets of the Trust are at least $1,000,000 and the Net Asset Value per Unit is in excess of $25, the Trust may, in the discretion of the Managing Owner, resume trading.
The Managing Owner may at any time and in its discretion declare a Special Redemption Date, should the Managing Owner determine that it is in the best interests of the Trust to do so. If the Managing Owner declares a Special Redemption Date, the Managing Owner shall not be required to again call a Special Redemption Date (whether or not a Special Redemption Date would otherwise be required to be called as described above); and the Managing Owner in its notice of a Special Redemption Date may, at its discretion, establish the conditions, if any, under which other Special Redemption Dates must be called, which conditions may be determined in the sole discretion of the Managing Owner, irrespective of the provisions of the preceding paragraph. The Managing Owner may also, in its discretion, declare additional regular redemption dates for Units, permit certain Unitholders to redeem at other than at month-end and waive the notice period otherwise required to effect redemptions.
Redemption payments will be made within ten business days after the month-end of redemption, except that under special circumstances, including, but not limited to, inability to liquidate commodity positions as of a redemption date or default or delay in payments due the Trust from Commodity Brokers, banks or other Persons, the Trust may in turn delay payment to Unitholders or assignees requesting redemption of their Units of the proportionate part of the Net Asset Value of such Units equal to the proportionate part of the Trust’s aggregate Net Asset Value represented by the sums which are the subject of such default or delay.
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The Managing Owner may require a Unitholder to redeem all or a portion of such Unitholder’s Units if the Managing Owner considers doing so to be
desirable for the protection of the Trust, and will use best efforts to do so to the extent necessary to prevent the Trust from being deemed to hold “plan assets” under the provisions of ERISA or the Code, with respect to any “employee benefit plan” subject to ERISA or with respect to any “plan” or “account” subject to Section 4975 of the Code.
14. Offering of Units.
Units in the Trust may be offered in one or more “classes”.
The Trust shall initially establish Class A, B, C and D Units, having such rights and obligations as set forth herein and in the Memorandum. The Class C and D Units are currently the only classes of Units open to investment.
The Managing Owner may, in its sole discretion and without the consent of, or notice to, the Unitholders, offer Units in additional classes with different terms as it may determine in its sole discretion from time to time, or assign to each class different rights and obligations, including, but not limited to, the managing owner fee paid to the Managing Owner and management fees and incentive fees paid to any Advisor(s), and other fees, costs and expenses of any type, nature or kind, and regardless of the party paid to (including the Managing Owner or its Affiliates), redemption rights, information rights, permitted subscription dates and minimum initial and additional Capital Contributions; provided, however, that any such rights are not adverse to the Unitholders or the Trustee. The Managing Owner may also, in its sole discretion, effect any of foregoing through the use of “side letters” or other agreements with certain Unitholders. No such side letter entered into in respect of any Unitholder’s investment in the Units will entitle any other Unitholder to the rights or terms set forth therein, and such terms will not be disclosed to other Unitholders (including the existence of any such side letters), except as may otherwise be agreed by the Managing Owner or as required by law.
Fractional Units, calculated to five decimal places, may be sold.
All sales of Units in the United States will be conducted by registered brokers.
The Managing Owner shall not accept any subscriptions for Units if doing so would cause the Trust to hold “plan assets” under ERISA or the Code with respect to any “employee benefit plan” subject to ERISA or with respect to any “plan” or “account” subject to Section 4975 of the Code. If a subscriber has its subscription reduced for such reason, such subscriber shall be entitled to rescind its subscription in its entirety even though subscriptions are otherwise irrevocable.
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. 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.
15. Additional Offerings.
The Managing Owner may, in its discretion, continue, suspend or discontinue the public offering of the Units, as well as make additional public or private offerings of Units, provided that the net proceeds to the Trust of any such sales shall in no event be less than the Net Asset Value per Unit at the time of sale (unless the new Unit’s participation in the profits and losses of the Trust is appropriately adjusted). No Unitholder shall have any preemptive, preferential or other rights with respect to the issuance or sale of any additional Units, other than as set forth in the preceding sentence.
16. Special Power of Attorney.
Each Unitholder by virtue of having purchased or otherwise acquired Units does hereby irrevocably constitute and appoint the Managing Owner and each officer of the Managing Owner, with full power of substitution, as its true and lawful attorney-in-fact, in its name, place and stead, to execute, acknowledge, swear to (and deliver as may be appropriate) on its behalf and file and record in the appropriate public offices and publish (as may in the reasonable judgment of the Managing Owner be required by law): (i) this Declaration and Agreement of Trust, including any amendments and/or restatements hereto duly adopted as provided herein; (ii) certificates in various jurisdictions, and amendments and/or restatements thereto; (iii) all conveyances and other instruments which the Managing Owner deems appropriate to qualify or continue the Trust in the State of Delaware and the jurisdictions in which the Trust may conduct business, or which may be required to be filed by the Trust or the Unitholders under the laws of any jurisdiction or under any amendments or successor statutes to the Act, to reflect the dissolution or termination of the Trust or the Trust being governed by any amendments or successor statutes to the Act or to reorganize or refile the Trust in a different jurisdiction; and (iv) to file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Trust. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest (including, without limitation, the interest of the other Unitholders in the Managing Owner being able to rely on its authority to act as contemplated by this Section 16) and shall survive and shall not be affected by the subsequent incapacity, disability or death of a Unitholder.
17. Withdrawal of a Unitholder.
The Trust shall be dissolved upon the death, insanity, bankruptcy, retirement, resignation, expulsion, withdrawal, insolvency or dissolution of the Managing Owner, or any other event that causes the Managing Owner to cease to be the managing owner of the Trust, unless the Trust is continued pursuant to the terms of Section 6(a)(3). In addition, the Managing Owner may withdraw from the Trust, without any breach of this Declaration and Agreement of Trust, at any time upon 120 days’ written notice by first class mail, postage prepaid, to the Trustee, each Unitholder and each assignee of whom the Managing Owner has notice. If the Managing Owner withdraws from the Trust and all Unitholders agree in writing to continue the business of the Trust and to the appointment, effective as of the date of withdrawal of the Managing Owner, of one or more managing owners, the Managing Owner shall pay all expenses incurred as a result of its withdrawal. Upon removal or withdrawal, the Managing Owner shall be entitled to redeem its interest in the Trust at its Net Asset Value on the next Valuation Date following the date of removal or withdrawal.
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The Managing Owner may not assign its general liability interest or its obligation to manage the Trust without the consent of each Unitholder; provided,
however, that the consent of Unitholders is not required if the Managing Owner assigns its general liability interest and its obligation to manage the Trust to an entity controlling, controlled by or under common control with the Managing Owner, provided that such entity (i) expressly assumes all obligations of the Managing Owner under this Declaration and Agreement of Trust and (ii) is entitled to act in the capacity of managing owner for the benefit of the Trust. The Managing Owner shall notify all Unitholders of such assignment. The Managing Owner will notify all Unitholders of any change in the principals of the Managing Owner.
The death, incompetency, withdrawal, insolvency or dissolution of a Unitholder or any other event that causes a Unitholder to cease to be a beneficial owner (within the meaning of the Act) in the Trust shall not terminate or dissolve the Trust, and a Unitholder, the Unitholder’s estate, custodian or personal representative shall have no right to redeem or value such Unitholder’s interest except as provided in Section 13 hereof. Each Unitholder that is a natural Person expressly agrees that in the event of his or her death, he or she waives on behalf of himself or herself and his or her estate, and directs the legal representatives of his or her estate and any Person interested therein to waive, the furnishing of any inventory, accounting or appraisal of the assets of the Trust and any right to an audit or examination of the books of the Trust. Nothing in this Section 17 shall, however, waive any right given elsewhere in this Declaration and Agreement of Trust for Unitholders to be informed of the Net Asset Value of their Units, to receive periodic reports, audited financial statements and other information from the Managing Owner or the Trust or to redeem or transfer Units.
18. Benefit Plan Investors.
Each Unitholder or assignee that is an “employee benefit plan” as defined in and subject to ERISA, or a “plan” as defined in Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Unitholder or assignee (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Trust by such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Trust by the Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Trust by the Plan does not violate, and is not otherwise inconsistent with, the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Trust has been duly authorized and approved by all necessary parties; (e) none of the Managing Owner, the Trustee, any of their respective Affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary: (i) is authorized to make, and is responsible for, the decision of the Plan to invest in the Trust, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the Managing Owner, the Trustee, and any of their respective Affiliates; and (iii) is qualified to make such investment decision.
19. Standard of Liability; Indemnification.
(a) Standard of Liability for the Managing Owner. The Managing Owner and its Affiliates shall have no liability to the Trust or to any Unitholder for any loss suffered by the Trust which arises out of any action or inaction of the Managing Owner or its Affiliates, if the Managing Owner, in good faith, determined that such course of conduct was in the best interests of the Trust, and such course of conduct did not constitute negligence or misconduct of the Managing Owner or its Affiliates.
(b) Indemnification of the Managing Owner by the Trust. To the fullest extent permitted by law, subject to this Section 19, the Managing Owner and its Affiliates shall be indemnified by the Trust against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Trust; provided that such claims were not the result of negligence or misconduct on the part of the Managing Owner or its Affiliates, and the Managing Owner, in good faith, determined that such conduct was in the best interests of the Trust; and provided further that Affiliates of the Managing Owner shall be entitled to indemnification only for losses incurred by such Affiliates in performing the duties of the Managing Owner and acting wholly within the scope of the authority of the Managing Owner.
Notwithstanding anything to the contrary contained in the preceding two paragraphs, the Managing Owner and its Affiliates and any Persons acting as selling agent for the Units shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves indemnification of the litigation costs, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves indemnification of the litigation costs, or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.
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In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the
Securities and Exchange Commission, the California Department of Corporations, the Massachusetts Securities Division, the Missouri Securities Division, the Pennsylvania Securities Commission, the Tennessee Securities Division, the Texas Securities Board and any other state or applicable regulatory authority with respect to the issue of indemnification for securities law violations.
The Trust shall not bear the cost of that portion of any insurance which insures any party against any liability the indemnification of which is herein prohibited.
For the purposes of this Section 19, the term “Affiliates” shall mean any Person acting on behalf of or performing services on behalf of the Trust who: (1) directly or indirectly controls, is controlled by, or is under common control with the Managing Owner; or (2) owns or controls 10% or more of the outstanding voting securities of the Managing Owner; or (3) is an officer or director of the Managing Owner; or (4) if the Managing Owner is an officer, director, partner or trustee, is any entity for which the Managing Owner acts in any such capacity.
Advances from the funds of the Trust to the Managing Owner or its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the Managing Owner by a Unitholder are prohibited.
Advances from the funds of the Trust to the Managing Owner or its Affiliates for legal expenses and other costs incurred as a result of a legal action will be made only if the following three conditions are satisfied: (1) the legal action relates to the performance of duties or services by the Managing Owner or its Affiliates on behalf of the Trust; (2) the legal action is initiated by a third party who is not a Unitholder; and (3) the Managing Owner or its Affiliates undertake to repay the advanced funds, with interest from the initial date of such advance, to the Trust in cases in which they would not be entitled to indemnification under the standard of liability set forth in Section 19(a).
In no event shall any indemnification permitted by this subsection (b) of Section 19 be made by the Trust unless all provisions of this Section for the payment of indemnification have been complied with in all respects. Furthermore, it shall be a precondition of any such indemnification that the Trust receive a determination of qualified independent legal counsel in a written opinion that the party which seeks to be indemnified hereunder has met the applicable standard of conduct set forth herein. Receipt of any such opinion shall not, however, in itself, entitle any such party to indemnification unless indemnification is otherwise proper hereunder. Any indemnification payable by the Trust hereunder shall be made only as provided in the specific case.
In no event shall any indemnification obligations of the Trust under this subsection (b) of Section 19 subject a Unitholder to any liability in excess of the capital contributed by such Unitholder, his or her share of undistributed profits and assets and the amount of any distributions wrongfully distributed to such Unitholder.
(c) Indemnification by the Unitholders. In the event that the Trust is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any activities of a Unitholder, obligations or liabilities unrelated to the business of the Trust or as a result of or in connection with a transfer, assignment or other disposition or an attempted transfer, assignment or other disposition by a Unitholder or an assignee of its Units or of any part of its right, title and interest in the capital or profits of the Trust in violation of this Declaration and Agreement of Trust, such Unitholder shall indemnify and reimburse the Trust for all loss and expense incurred, including reasonable attorneys’ fees.
The Managing Owner shall indemnify and hold the Trust harmless from all loss or expense which the Trust may incur (including, without limitation, any indemnify payments) as a result of the difference between the standard of liability and indemnity under any agreement between the Trust and any Affiliate of the Managing Owner, on the one hand, and the Managing Owner’s standards of liability as set forth herein, on the other hand.
20. Amendments; Meetings.
(a) Amendments with Consent of the Managing Owner. If at any time during the term of the Trust the Managing Owner shall deem it necessary or desirable to amend this Declaration and Agreement of Trust, the Managing Owner may proceed to do so, provided that such amendment shall be effective only if embodied in an instrument approved by the Managing Owner and, pursuant to a vote called by the Managing Owner, by the holders of Units representing a majority of the outstanding Units. Such vote shall be taken at least 30 but not more than 60 days after delivery by the Managing Owner to each Unitholder of record by certified mail of notice of the proposed amendment and voting procedures. Notwithstanding the foregoing, the Managing Owner may amend this Declaration and Agreement of Trust without the consent of the Unitholders in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Declaration and Agreement of Trust and the Memorandum), (ii) to effect the intent of the allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations, (iii) to attempt to ensure that the Trust is not treated as an association taxable as a corporation for federal income tax purposes, (iv) to qualify or maintain the qualification of the Trust as a trust in any jurisdiction, (v) to delete or add any provision of or to this Declaration and Agreement of Trust required to be deleted or added by the Staff of the Securities and Exchange Commission or any other federal agency or any state “Blue Sky” or similar official or in order to opt to be governed by any amendment or successor statute to the Act, (vi) to make any amendment to this Declaration and Agreement of Trust 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, (vii) to make any amendment that is appropriate or necessary, in the opinion of the Managing Owner, to prevent the Trust or the Managing Owner or its directors, officers or controlling Persons from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or to avoid causing the assets of the Trust from being considered for any purpose of ERISA or Section 4975 of the Code to constitute assets of any “employee benefit plan,” as defined in and subject to ERISA, or of a “plan,” as defined in and subject to Section 4975 of the Code.
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(b) Amendments and Actions without Consent of the Managing Owner. In any vote called by the Managing Owner or pursuant to subsection (c) of this
Section 20, upon the affirmative vote (which may be in person or by proxy) of more than 50% of the Units then owned by Unitholders, the following actions may be taken with respect to the Trust, irrespective of whether the Managing Owner concurs: (i) this Declaration and Agreement of Trust may be amended, provided, however, that approval of all Unitholders shall be required in the case of amendments changing or altering this Section 20 or extending the term of the Trust; in addition, reduction of the capital account of any Unitholder or assignee or modification of the percentage of profits, losses or distributions to which a Unitholder or an assignee is entitled hereunder shall not be effected by any amendment or supplement to this Declaration and Agreement of Trust without such Unitholder’s or assignee’s written consent; (ii) the Trust may be dissolved; (iii) the Managing Owner may be removed and replaced; (iv) a new managing owner or managing owners may be elected if the Managing Owner withdraws from the Trust; (v) the sale of all or substantially all of the assets of the Trust may be approved; and (vi) any contract with the Managing Owner or any Affiliate thereof may be disapproved and, as a result, terminated upon 60 days’ notice.
(c) Meetings; Other. Any Unitholder upon request addressed to the Managing Owner shall be entitled to obtain from the Managing Owner, upon payment in advance of reasonable reproduction and mailing costs, a list of the names and addresses of record of all Unitholders and the number of Units held by each (which shall be mailed by the Managing Owner to the Unitholder within ten days of the receipt of the request); provided, that the Managing Owner may require any Unitholder requesting such information to submit written confirmation that such information will not be used for commercial purposes. Upon receipt of a written proposal, signed by Unitholders owning Units representing at least 10% of all Units then owned by Unitholders, that a meeting of the Trust be called to vote upon any matter upon which the Unitholders may vote pursuant to this Declaration and Agreement of Trust, the Managing Owner shall, by written notice to each Unitholder of record sent by certified mail within 15 days after such receipt, call a meeting of the Trust. Such meeting shall be held at least 30 but not more than 60 days after the mailing of such notice, and such notice shall specify the date of, a reasonable place and time for, and the purpose of such meeting. Such notice shall establish a record date for Units entitled to vote at the meeting, which shall be not more than 15 days prior to the date established for such meeting.
The Managing Owner may not restrict the voting rights of Unitholders as set forth herein.
(d) Consent by Trustee. The Trustee’s written consent to any amendment of this Declaration and Agreement of Trust shall be required, such consent not to be unreasonably withheld; provided, however, that the Trustee may, in its sole discretion, withhold its consent to any such amendment that would adversely affect any right, duty or liability of, or immunity or indemnity in favor of, the Trustee under this Declaration and Agreement of Trust or any of the documents contemplated hereby to which the Trustee is a party, or would cause or result in any conflict with or breach of any terms, conditions or provisions of, or default under, the charter documents or by-laws of the Trustee or any document contemplated hereby to which the Trustee is a party; provided further, that the Trustee may not withhold consent for any action listed in subsections 20(b)(ii)-(vi). Notwithstanding anything to the contrary contained in this Declaration and Agreement of Trust, the Trustee may immediately resign if, in its sole discretion, the Trustee determines that the Unitholders’ actions pursuant to subsections 20(b)(i)-(vi) would adversely affect the Trustee in any manner.
21. Governing Law.
The validity and construction of this Declaration and Agreement of Trust shall be determined and governed by the laws of the State of Delaware without regard to principles of conflicts of law; provided, that causes of action for violations of federal or state securities laws shall not be governed by this Section 21.
22. Miscellaneous.
(a) Notices. All notices under this Declaration and Agreement of Trust shall be in writing and shall be effective upon personal delivery, or if sent by first class mail, postage prepaid, addressed to the last known address of the party to whom such notice is to be given, upon the deposit of such notice in the United States mails.
(b) Binding Effect. This Declaration and Agreement of Trust shall inure to and be binding upon all of the parties, their successors and assigns, custodians, estates, heirs and personal representatives. For purposes of determining the rights of any Unitholder or assignee hereunder, the Trust and the Managing Owner may rely upon the Trust records as to who are Unitholders and assignees, and all Unitholders and assignees agree that their rights shall be determined and they shall be bound thereby.
(c) Captions. Captions in no way define, limit, extend or describe the scope of this Declaration and Agreement of Trust nor the effect of any of its provisions.
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23. Certain Definitions.
[Reserved]
24. No Legal Title to Trust Estate.
The Unitholders shall not have legal title to any part of the Trust Estate.
25. Legal Title.
Legal title to all the Trust Estate shall be vested in the Trust as a separate legal entity; except where applicable law in any jurisdiction requires any part of the
Trust Estate to be vested otherwise, the Managing Owner (or the Trustee, if required by law) may cause legal title to the Trust Estate or any portion thereof to be held by or in the name of the Managing Owner or any other Person as nominee.
26. Creditors.
No creditors of any Unitholders shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the Trust Estate.
<Remainder of Page Intentionally Left Blank>
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IN WITNESS WHEREOF, the undersigned have duly executed this Tenth Amended and Restated Declaration and Agreement of Trust and Trust Agreement as of the day and year first above written. WILMINGTON TRUST COMPANY not individually but solely as Trustee
R.J. O’BRIEN FUND MANAGEMENT, LLC as Managing Owner
All Unitholders now and hereafter admitted as Unitholders of the Trust, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the Managing Owner. By: R.J. O’BRIEN FUND MANAGEMENT, LLC
as Attorney-in-Fact
Signature Page to Tenth Amended and Restated Declaration and Agreement of Trust and Trust Agreement
By: /s/ David B. Young Name: David B. Young Title: Vice President
By: /s/ Julie M. DeMatteo Name: Julie M. DeMatteo Title: Managing Director
By: /s/ Julie M. DeMatteo Name: Julie M. DeMatteo Title: Managing Director
Exhibit 10.05
2nd Amendment to Advisory Agreement This 2nd amendment (the "2nd Amendment") is made as of February 19, 2015 (the “Effective Date”) among OASIS Centurion LLC, a Delaware limited liability company (the “Trading Company”), R.J. O’Brien Fund Management, LLC, a Delaware limited liability company (the “Managing Member”), and Centurion Investment Management, LLC, a Delaware limited liability company (the “Trading Advisor”), parties to that certain Advisory Agreement dated April 17, 2014 (the "Agreement"). The Trading Company, the Managing Member, and the Trading Advisor now desire to amend the terms of the Agreement as set forth below: 1. Exhibit C, entitled “Futures Interests Traded,” attached to the Agreement is hereby amended in full and restated in its entirety and shall hereafter be and read as provided in Exhibit C entitled “Futures Interests Traded,”, attached to this 2nd Amendment and incorporated for all purposes. 2. Except as provided in this Amendment, all terms used in this Amendment that are not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement. 3. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this amendment and the Agreement, the terms and provisions of this amendment will prevail. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment effective as of the Effective Date.
Centurion Investment Management, LLC
By /s/ Umran Zia
Name: Umran Zia Title: CEO
OASIS Centurion, LLC by R.J. O’Brien Fund Management, LLC Managing Member
By /s/ Julie M. DeMatteo
Name: Julie M. DeMatteo Title: Managing Director
R.J. O’Brien Fund Management, LLC
By /s/ Julie M. DeMatteo
Name: Julie M. DeMatteo Title: Managing Director
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EXHIBIT C
FUTURES INTERESTS TRADED
Description Exchange AEX INDEX EURO LIFFE AUSTRALIAN DOLLAR GLOBEX BRITISH POUND GLOBEX CANADIAN DOLLAR GLOBEX CBT MINI DOW 5 CBOT COCOA ICE COFFEE ICE CORN CBOT COTTON ICE DOLLAR INDEX ICE EMINI SP 500 CBOT EMINI SP MIDCAP 400 CBOT EURX DAX INDEX EUREX EURX E-STXX 50 EUREX EURX EURO-BOBL EUREX EURX EURO-BUND EUREX GOLD-COMEX COMEX HEATING OIL NYMEX HI-GRD COPPER COMEX HS INDEX HKEX H-Shares HKEX ICE BRENT CRD ICE ICE GAS OIL ICE IMM EMINI NSDQ CBOT IMM EURO FX GLOBEX JAPANESE YEN GLOBEX LEAN HOGS GLOBEX LIF LONG GILT LIFFE LIVE CATTLE GLOBEX LT CRUDE NYMEX MEXICAN PESO GLOBEX MON CAC40 10EU LIFFE NATURAL GAS NYMEX NEW FTSE 100 LIFFE
2 of 3
NEW ZEALAND DOLLAR GLOBEX NY SILVER COMEX NYF SM RUSS2K ICE NYM RBOB GAS NYMEX SFE SPI 200 SFE SGX NIKKEI IDX SGX SGX TWMSCI IDX SGX SOYBEAN ML CBOT SOYBEANS CBOT SUGAR #11 ICE SWISS FRANC GLOBEX Swiss Market Index EUREX TSE 10YR JGB TSE TSE TOPIX TSE US 10YR T-NOTE CBOT US 5YR T-NOTE CBOT US T-BONDS CBOT WHEAT CBOT IBEX 35 MEFF Renta Variable Euro Buxl (30 yr) Eurex Euro-OAT Eurex Long-Term Euro-BTP Futures Eurex SGX FTSE China A50 Index SGX Derivatives Nikkei 225 (Osaka) Osaka Exchange CNX Nifty Index SGX Derivatives Ultra Bond CBOT Soybean Oil CBOT
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Exhibit 13.01 Message from the Managing Owner Dear Unitholder: The RJO Global Trust Class A units posted a loss of (5.27%) and Class B units posted a loss of (3.35%) for 2014. The NAV per unit for Class A at year-end was $67.49 and for Class B at year end was $76.11 (please see Note (1) and Note (9) in the notes to financial statements for more information with respect to the calculation of net asset value) compared to $71.25 per Class A unit at the beginning of the year and $78.74 per unit for Class B. During 2014 no Class A or Class B units were purchased and no Class A units were converted to Class B units. A sudden pick-up in risk aversion brought about by speculation about a Chinese credit crisis and escalating political tensions in Ukraine, Thailand and Turkey was the major theme in January. As a result, equity markets sold off broadly, particularly in emerging markets, thereby reversing the rally experienced in late December. Investors instead bought into the safe haven appeal of bonds and gold sending prices higher in related securities. In the currency sector, the U.S. dollar reversed its long term bullish trend against the Japanese yen while the Canadian dollar hit a four-year low amid speculation that slowing economic growth will push the Bank of Canada closer to considering lowering interest rates. In energy markets, natural gas surged to a four-year high as forecasts for tumbling stockpiles during a frigid winter prompted the strongest rally in 19 months. The month of February started off with yet another market sell off as a disappointing ISM Manufacturing Report pushed stocks down sharply. However, equity markets recovered strongly with global indices ending the month shy of historical record high levels amid confidence about the economy being strong enough to withstand future cuts to monetary stimulus. Weather-related soft data coming out of the U.S. and escalating political tensions in Ukraine were not enough to dampen the optimism in the equity sector. Most of the price action was otherwise seen in soft commodities where the price of soybeans reacted positively to the hot and dry weather in the world’s top exporting countries Argentina and Brazil. The equity rally seen in late February was – once again – reversed during the first half of the March, this time around, on escalating tensions in Ukraine where Russia reclaimed Crimea despite threats of international sanctions. Equity indices were also weighed down by the fact that China experienced its first domestic corporate bond default in recent history while at the same time presenting data that pointed to a continued decline in manufacturing growth. Furthermore, the accompanying statements from Janet Yellen’s first meeting as new FOMC chairman, where she said that the Fed’s stimulus program would most likely be finished by the fall and that a rate hike could come as soon as early 2015, added to investor anxiety. As a result, equity markets remained weak throughout the first half of March while bond yields and the U.S. dollar edged higher following FOMC. However, in the latter part of the month, risky assets were again on the rise on easing concerns for Russia and supported by strong economic data. Elsewhere, soft commodities such as meat and soybeans rallied throughout the month as supplies remain tight due to droughts, higher feed costs, and lower profitability for farmers and high demand especially from emerging markets. The month of April was characterized by continued investor anxiety over the escalating tensions in Ukraine which translated into highly choppy market action. Despite strong warnings from the European leaders and U.S. president Barack Obama hinting of further significant sanctions against the country, the violence reportedly continued adding pressure to financial markets early in the month. Standard & Poor’s also cut Russia’s credit rating to one notch above junk, citing large capital outflows in the first quarter. Having experienced selling pressure in the first half of the month, equities recovered towards month end with the S&P 500 ending just shy of record levels. In the energy sector, the geopolitical tensions pushed prices higher early in the month but turned lower as the month progressed. Fixed income markets experienced falling yields and higher prices, especially in Europe where the central bank hinted of potential large scale asset purchases in order to battle low inflation. In commodity markets, the crop sector experienced higher prices fueled by reports showing increased international demand for U.S. crops. In May, despite the ongoing conflict in Ukraine, financial markets took little notice with U.S. equity markets, as measured by the S&P 500 ending at all-time-high levels. Stocks were primarily supported by dovish language in the latest FOMC meeting minutes. Fixed income markets experienced higher prices and falling yields on expectations for a continued low rate environment, especially in Europe where the European Central Bank (“ECB”) is now expected to reduce its target rate further next month. Thus, in currencies, the euro reversed its long-term bullish trend against the greenback with weak inflation numbers coming out of the Eurozone supporting the view of a quantitative easing approach from the ECB. In commodity markets, supported by the Ukraine conflict, the price of oil continued to march higher. Towards the end of the month, gold drifted down to a 3-month low amid the broadly positive mood in equity markets and little inflation fears. Central bank action and language was in the spotlight in June. In the U.S., Federal Reserve chairman Janet Yellen stated that the Federal Reserve is now expecting the U.S. economy to expand at a slower-than-previously-expected rate. At the same time, the ECB took measures to come to terms with a potentially deflationary environment by lowering key interest rates. In the UK, the Bank of England surprised the market by hinting that interest rates might rise sooner than anticipated. The continued dovish Federal Reserve language sent U.S. equity markets to record highs, while fixed income markets were on the rise in Europe. In response to the Bank of England announcement, the British pound surged to a 5-year high against the U.S. dollar. In commodity markets, recent bearish trends in precious metals reversed sharply on geopolitical tensions, this time in Iraq. For the same reason, the price of crude oil continued higher on the back of fears for supply disruptions, thereby supporting the existing bullish trend.
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Underlying bullish trends in risky assets as well as in fixed income markets continued during the first part of July. However, as the month progressed markets turned more nervous; heightened concerns about the situation in Ukraine following the shooting down of a Malaysian Airlines passenger jet, jitters about potential interest rate hikes following a rise in the U.S. Employers Cost Index and the Standard & Poor’s default downgrade on Argentina after the government missed a deadline for paying interest on $13 billion of restructured bonds all added to anxiety. Equity markets sold off sharply towards month end as volatility came back into the picture with the VIX surging 27% on the very last trading day of the month. In energies, crude oil snapped a three month winning streak slipping below the $100 per barrel mark on bearish U.S. inventory data. In fixed income, the German 10-year bond yield fell to a record low by mid-month; however, yields inched higher towards month end leading U.S. treasury prices to their third monthly loss of the year. In agricultural commodities, corn continued to slide as the U.S. Department of Agriculture in a report predicted that U.S. farmers may harvest the second biggest corn crop ever this year. The bullish trends in fixed income and equity markets seen during the first half of July resurfaced in August. In fixed income, yields turned lower as soft unemployment data coming out of the U.S. pushed investors’ expectations on coming interest rate hikes forward. Continued tensions between Russia and Ukraine coupled with concerns for European growth prospects also added to upward pressure in bonds. However, equity markets managed to shrug off geopolitical tensions and marched higher, building on what has been a long-lasting bullish trend. In currencies, the U.S. dollar recorded gains against major currencies while in agricultural commodities, Vladimir Putin’s decision to ban imports of agricultural products from countries that have imposed sanctions on Russia had a negative impact on certain contracts, most notably within meats. Most of last month’s market action was seen in currency and fixed income. The prospect of higher U.S. interest rates, fueled by indications from the Fed that rate hikes are likely to come sooner than the market had anticipated, supported the U.S. dollar which continued to strengthen significantly against other major currencies. The Japanese yen sold off sharply plummeting to a 6-year low against the greenback. In fixed income markets, yields on shorter-dated U.S. government bonds climbed mid-month to the highest levels in more than three years as worries over higher interest rates drove investors to cut holdings. In the commodity sector, U.S. corn prices fell to a 5-year low on higher-than-expected supplies. Wheat futures also fell after the USDA's stockpile estimates topped analysts’ expectations. In metals, gold and silver prices dropped 6% and 12% respectively during the month as a consequence of the rise in the U.S. currency. October presented some wild market action as the VIX spiked and risky assets plunged, in the beginning of the month, following disappointing U.S. economic data, concerns of a German economic slowdown, and magnified fears about the Ebola spread. However, risk appetite returned towards month end underpinned by news that the Bank of Japan would expand its already aggressive monetary policy. In addition, Japan’s traditionally largest buyer of government bonds, i.e. the Government Pension and Investment Fund, was reported to more than double its allocation to domestic stocks, which sent Japanese equities significantly higher and made the yen plunge to a near 7-year low. Elsewhere in currencies, the U.S. dollar continued to strengthen against the euro, supported by the Federal Reserve’s announcement that its program of Quantitative Easing was to end in October. At the same time, the Fed stated that interest rates would remain on hold at their current lows for a considerable time. Fixed income markets experienced muted reactions to this statement but saw wild swings during the month with bond yields plunging mid-month, only to recover as the month progressed. In commodity markets, the price of oil fell hard on concerns about abundant supply and sluggish demand, at the same time, trend reversals were seen in soybeans and wheat leading to losses for momentum based strategies. In metals, gold prices declined to 4-year low levels amid continued low inflation figures. November continued where October left off; some trends even accelerated towards month end. Equity markets continued to post moderate gains throughout the month, with some indices reaching new record highs, as economic news in the U.S. such as third quarter GDP, consumer confidence, and initial jobless claims came in better-than-expected. In currencies, the U.S. dollar strengthened further against the euro and the Japanese yen as the U.S. economy is looking increasingly good compared to the rest of the world with Japan slipping back into recession while the ECB continues to fight deflation. In fixed income, government bond yields moved lower amid the generally lackluster growth picture painted outside the U.S. In particular, towards month end, yields in the Eurozone hit their lowest on record as German CPI fell to a 5-year low sparking speculation that the ECB could soon embark on “full-blown” QE. That being said, commodities were last month’s hotspot with crude oil tumbling to a 4-year low below U.S. $70/barrel as OPEC failed to agree on any production cuts in order to support prices. In December, the rally in equity markets took a breather. Stock markets dropped sharply mid-month as the relentless decline in oil prices and Russia’s ongoing ruble crisis had unsettled market participants. Increasing growth concerns outside of the U.S. and disappointment after the ECB’s decision to table any more stimuli until next year added to risk aversion. However, equities rebounded substantially towards year-end, some indices reaching record highs, following the impressive upward revision to U.S. GDP in the third quarter and reassurance from the Fed. This improvement in economic conditions in the U.S. also helped the dollar to its highest level against other major currencies in more than eight years. In commodity markets, oil continued on its downward path albeit at a milder pace due to OPEC’s inaction after the International Energy Agency cut its global demand forecast for 2015. In fixed income, yields were generally lower amid the weaker global growth outlook. We thank you for your continued support. Past performance is not indicative of future results.
Table of Contents
/s/ James Gabriele James Gabriele Chief Financial Officer R.J. O’Brien Fund Management, LLC Managing Owner RJO Global Trust
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RJO GLOBAL TRUST
Table of Contents
Table of Contents
Report of Independent Registered Public Accounting Firm – CF & Co., L.L.P. 42 Financial Statements:
Consolidated Statements of Financial Condition as of December 31, 2014 and 2013 43
Condensed Consolidated Schedules of Investments as of December 31, 2014 and 2013 44
Consolidated Statements of Operations, for the years ended December 31, 2014, 2013 and 2012 45
Consolidated Statement of Changes in Unitholders’ Capital, for the years ended December 31, 2014, 2013 and 2012 46
Notes to Consolidated Financial Statements 47
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Managing Owner and Beneficial 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 and Subsidiary (the “Trust”) as of December 31, 2014 and 2013 and the related consolidated statements of operations and changes in unitholders’ capital for each of the three years in the period ended December 31, 2014. 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. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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 Trust’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 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, 2014 and 2013 and the results of their operations and changes in unitholders’ capital, for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
RJO GLOBAL TRUST AND SUBSIDIARY Consolidated Statements of Financial Condition
See accompanying notes to consolidated financial statements.
Table of Contents
December 31, December 31, 2014 2013
Assets Assets:
Equity in commodity Trading accounts: Cash on deposit with broker $ 8,868,386 $ 11,311,474 Unrealized gain on open contracts 481,931 762,636 Total due from broker 9,350,317 12,074,110
Cash and cash equivalents on deposit with affiliate 512,044 1,301,182 Cash on deposit with bank 577,715 3,230 Fixed income securities (cost $0 and $1,501,697, respectively), held by affiliate - 1,465,195 Interest receivable 85 9,704 Cash on deposit with bank - Non-Trading 1,488,635 1,278,723
Total Assets $ 11,928,796 $ 16,132,144
Liabilities and Unitholders' Capital Liabilities:
Equity in commodity Trading accounts: Options written on futures contracts (premiums received $16,012 and $0, respectively) $ 15,976 $ -
Total liabilities 1,442,220 975,091 Unitholders' capital:
Unitholders' capital (Trading): Beneficial owners
Class A (135,669 and 190,458 units outstanding at December 31, 2014 and December 31, 2013, respectively) 9,156,293 13,569,363
Class B (1,021 and 4,564 units outstanding at December 31, 2014 and December 31, 2013, respectively) 77,713 359,349
Managing owner (535 Class A units outstanding at December 31, 2014 and December 31, 2013, respectively) 36,107 38,117
Unitholders' capital (LLC equity/Non-Trading):
Participating owners (115,497 and 171,234 units outstanding at December 31, 2014 and December 31, 2013, respectively) 61,804 89,652
Nonparticipating owners (2,157,791 and 2,102,054 units outstanding at December 31, 2014 and December 31, 2013, respectively) 1,154,659 1,100,572
Total unitholders' capital 10,486,576 15,157,053
Total Liabilities and Unitholders' Capital $ 11,928,796 $ 16,132,144
Net asset value per unit:
Trading: Class A $ 67.49 $ 71.25
Class B $ 76.11 $ 78.74
LLC equity/Non-Trading $ 0.54 $ 0.52
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RJO GLOBAL TRUST AND SUBSIDIARY
Condensed Consolidated Schedule of Investments
See accompanying notes to consolidated financial statements.
Table of Contents
December 31, 2014 December 31, 2013 Face Maturity Percentage of Face Maturity Percentage of Value Date Net Assets Fair value Value Date Net Assets Fair value
Securities owned Corporate Bonds BB & T Corp Note, 2.05% ( cost $0 and $762,121, respectively) $ - NA NA $ - $ 750,000 4/28/2014 4.97% $ 752,693 Goldman Sachs Group Inc Note, 6.00% (cost $0 and $739,576, respectively) - NA NA - 700,000 5/1/2014 4.70% 712,502 Total Corporate Bonds 1,450,000 9.67% 1,465,195 Total Fixed Income Securities (cost $0 and $1,501,697, respectively) $ - $ 1,465,195
Long Positions
Futures Positions Agriculture -0.50% $ (52,553) -0.15% $ (22,282)Currency 0.00% - 0.31% 46,836 Energy -0.12% (12,759) -0.14% (21,904)Indices 0.00% (175) 2.98% 450,939 Interest Rate 1.59% 166,261 -0.92% (138,783)Metals -0.01% (1,425) 0.03% 5,005 Forward Positions Currency 0.26% 27,671 0.00% - Total long positions on open contracts $ 127,020 $ 319,811
Short Positions Futures Positions Agriculture 0.89% $ 93,077 1.37% $ 207,657 Currency 0.38% 39,919 0.31% 46,459 Energy 2.05% 215,346 -0.01% (770)Indices 0.00% - -0.39% (58,673)Interest Rate 0.00% - 1.15% 174,237 Metals 0.43% 44,785 0.49% 73,915 Forward Positions Currency -0.36% (38,216) 0.00% - Total short positions on open contracts $ 354,911 $ 442,825
Total unrealized gain on open contracts $ 481,931 $ 762,636
Short put options on futures contracts
Agriculture (premiums received - $8,212 and $0, respectively) -0.11% $ (11,963) 0.00% $ -
Short call options on futures contracts
Agriculture (premiums received - $7,800 and $0, respectively) -0.04% $ (4,013) 0.00% $ -
Total options written on futures contracts $ (15,976) $ -
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RJO GLOBAL TRUST AND SUBSIDIARY
Consolidated Statements of Operations
See accompanying notes to consolidated financial statements.
Table of Contents
Year Ended December 31, 2014 2013 2012 Trading gain (loss):
Gain (loss) on trading of commodity contracts: Realized gain (loss) on closed positions $ 881,958 $ (200,091) $ (2,335,648)Change in unrealized gain (loss) on open positions (280,669) 432,476 (36,306)Realized gain (loss) on investment in
Global Diversified Managed Futures Portfolio LLC - (12,749) - Foreign currency transaction gain (loss) (82,790) (23,147) (27,149)
Total Trading gain (loss) 518,499 196,489 (2,399,103) Net investment income (loss):
Interest income 22,022 199,885 207,562 Realized gain (loss) on fixed income securities (51,697) (114,591) (202,071)Change in unrealized gain (loss) on fixed income securities 36,503 (34,582) 126,325
Total net investment gain (loss) 6,828 50,712 131,816 Expenses:
Commissions - Class A 536,175 777,646 1,277,188 Commissions - Class B 5,768 12,350 26,844 Advisory fees - 28,101 51,521 Management fees 282,920 356,452 481,644 Incentive fees 211,404 118,791 29,872 Ongoing offering expenses 57,000 46,500 37,640 Operating expenses 433,250 438,000 566,360
Total expenses 1,526,517 1,777,840 2,471,069 Trading income (loss) (1,001,190) (1,530,639) (4,738,356) Non-Trading income (loss):
Interest on Non-Trading reserve 264 370 315 Collections in excess of impaired value 192,445 240,556 699,783 Legal and administrative fees (19,882) (256,885) (155,913)Management fees paid to US Bank (146,588) (220,905) (290,228)
Non-Trading income (loss) 26,239 (236,864) 253,957 Net income (loss) $ (974,951) $ (1,767,503) $ (4,484,399)
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RJO GLOBAL TRUST AND SUBSIDIARY
Consolidated Statement of Changes in Unitholders’ Capital For the years ended December 31, 2014, 2013 and 2012
See accompanying notes to consolidated financial statements.
Table of Contents
Unitholders' Capital (Trading) Beneficial Owners - Trading Class A Beneficial Owners - Trading Class B Managing Owners - Trading Class
A Units Dollars Units Dollars Units Dollars Balances at December 31, 2011 355,858 $ 32,497,392 12,697 $ 1,231,294 535 $ 48,857 Trading income (loss) - (4,583,761) - (146,891) - (7,704)Unitholders' contributions 1,574 137,436 - - - - Transfers from Class A to Class B (52) (4,404) 49 4,404 - - Unitholders redemptions (82,977) (6,939,769) (4,643) (413,484) - - Balances at December 31, 2012 274,403 21,106,894 8,103 675,323 535 41,153 Trading income (loss) - (1,498,416) - (29,187) - (3,036)Transfers from Class A to Class B (156) (10,854) 142 10,854 - - Unitholders redemptions (83,789) (6,028,261) (3,681) (297,641) - - Balances at December 31, 2013 190,458 13,569,363 4,564 359,349 535 38,117 Trading income (loss) - (970,141) - (29,039) - (2,010)Transfers from Class A to Class B - - - - - - Unitholders redemptions (54,789) (3,442,929) (3,543) (252,597) - - Balances at December 31, 2014 135,669 $ 9,156,293 1,021 $ 77,713 535 $ 36,107
Unitholders' Capital (Trading) Total Unitholders' Capital -
Trading Units Dollars Balances at December 31, 2011 369,090 $ 33,777,543 Trading income (loss) - (4,738,356)Unitholders' contributions 1,574 137,436 Transfers from Class A to Class B (3) - Unitholders' redemptions (87,620) (7,353,253)Balances at December 31, 2012 283,041 21,823,370 Trading income (loss) - (1,530,639)Transfers from Class A to Class B (14) - Unitholders' redemptions (87,470) (6,325,902)Balances at December 31, 2013 195,557 13,966,829 Trading income (loss) - (1,001,190)Transfers from Class A to Class B - - Unitholders' redemptions (58,332) (3,695,526)Balances at December 31, 2014 137,225 $ 9,270,113
Unitholders' Capital (LLC Equity/Non-Trading) Participating Owners- Nonparticipating Owners- Total Unitholders' Capital- LLC Equity/Non-Trading LLC Equity/Non-Trading LLC Equity/Non-Trading Units Dollars Units Dollars Units Dollars Balances at December 31, 2011 306,807 $ 158,535 1,966,481 $ 1,016,129 2,273,288 $ 1,174,664 Non-Trading income (loss) - 23,115 - 230,842 - 253,957 Reallocation due to Redemptions (69,144) (31,922) 69,144 31,922 - - Unitholders' distribution - - - (1,533) - (1,533)Balances at December 31, 2012 237,663 149,728 2,035,625 1,277,360 2,273,288 1,427,088 Non-Trading income (loss) - (22,145) - (214,719) - (236,864)Reallocation due to Redemptions (66,429) (37,931) 66,429 37,931 - - Unitholders' distribution - - - - - - Balances at December 31, 2013 171,234 89,652 2,102,054 1,100,572 2,273,288 1,190,224 Non-Trading income (loss) - (592) - 26,831 - 26,239 Reallocation due to Redemptions (55,737) (27,256) 55,737 27,256 - - Unitholders' distribution - - - - - - Balances at December 31, 2014 115,497 $ 61,804 2,157,791 $ 1,154,659 2,273,288 $ 1,216,463
Total Unitholders Capital at December 31, 2014 $ 10,486,576
Unitholders'
Capital Unitholders'
Capital Unitholders'
Capital
Trading Class
A Trading Class
B
(LLC Equity/Non-
Trading) Net asset value per unit at December 31, 2013 $ 71.25 $ 78.74 $ 0.52 Net change per unit (3.76) (2.63) 0.02 Net asset value per unit at December 31, 2014 $ 67.49 $ 76.11 $ 0.54
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Notes to Consolidated Financial Statements – December 31, 2014, 2013, 2012 (1) General Information and Summary The RJO Global Trust (the “Trust”), is a Delaware statutory trust organized on November 12, 1996 under the Delaware Statutory Trust Act. The business of the Trust is the speculative trading of commodity interests, including U.S. and international futures, spot and forward contracts on currencies, interest rates, energy and agricultural products, metals and stock indices, hybrid instruments, swaps, any rights pertaining thereto and any options thereon or on physical commodities, as well as securities and any rights pertaining thereto and any options thereon, pursuant to the trading instructions of multiple independent commodity trading advisors (each a “Trading Advisor” and collectively, the “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 has been registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator, and has been a member in good standing of the National Futures Association (“NFA”) in such capacity, since December 1, 2006. 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”). Units of beneficial ownership of the Trust (“units”) commenced selling on April 3, 1997. Effective July 1, 2011, the Managing Owner discontinued the public offering of the units and began offering the units on a private placement basis only. The Trust filed a Post-Effective Amendment to its Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) on July 5, 2011 to deregister the remaining units that were unsold under the public offering. The Post-Effective Amendment was declared effective by the SEC on July 8, 2011. Effective January 15, 2014, the Managing Owner began offering Class C and Class D units. The Class A and Class B units are no longer offered. Pursuant to an Investment Management Agreement dated August 30, 2013 (the “Investment Management Agreement”), the Managing Owner appointed RPM Risk & Portfolio Management Aktiebolag, a limited liability company organized under the laws of Sweden, as investment manager to the Trust (“RPM” or the “Investment Manager”). The Trust remains a multi-advisor commodity pool where trading decisions for the Trust are delegated to the Trading Advisors, representing the Investment Manager’s “Evolving Manager Program”. RPM is responsible for selecting, monitoring, and replacing each commodity trading advisor available for its Evolving Manager Program. RPM is also responsible for the Trust’s allocations to each Trading Advisor through the Trust’s investment in RJ OASIS (as defined below). RPM may also add, remove or replace any Trading Advisor without the consent of or advance notice to investors. Investors will be notified of any material change in the basic investment policies or structure of the Trust. The Evolving Manager Program seeks to identity and select commodity trading advisors with shorter track records and with smaller assets under management who, in the opinion of the Investment Manager, appear to have potential for long-term over-performance relative to their respective peer group. RPM may add, delete or modify such categories of investment strategies in line with its investment objective and policy. The strategies include three broad based categories that are described as follows (each, an “Eligible Strategy”):
The Investment Manager will, in its discretion, determine the minimum or maximum target allocation or allocation range, or the manner in which to rebalance the Trust or adjust relative weightings of the Trust. RPM has complete flexibility in allocation and reallocating the Trust’s capital in any manner that it may deem appropriate. There can be no assurance as to which factors the Investment Manager may consider in making capital allocations for the Trust, or as to which allocation the Investment Manager may make.
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• Trend Following. A strategy that is often classified as “long volatility” because it tries to take advantage of large movements or “trends” in prices. Trading programs are often fully systematic with limited application of discretion using a wide range of technical analysis methods to determine when trends occur.
• Short-Term Trading. A strategy that refers to all futures and currency investment strategies with a trading horizon ranging from intraday to less than a month, which seeks to exploit short-term price inefficiencies. This is typically done using technical analysis.
• Fundamental Trading. A strategy that attempts to predict the future direction of markets based on macroeconomic data with less focus on price data alone. A fundamental approach seeks to find opportunities where price does not properly reflect the fundamental valuation of the underlying asset, i.e. its intrinsic value. A fundamental valuation can be done using various approaches but the most common methodologies are macroeconomic analysis and relative valuation.
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The Trust’s assets are currently allocated to O’Brien Alternative Strategic Investment Solutions, LLC (“RJ OASIS”), a Delaware series limited liability company operated by RJOFM. Each “series” of RJ OASIS feeds into a separate trading company established to facilitate trading by a particular Trading Advisor (each, a “Trading Company” and collectively, the “Trading Companies”). The Trading Companies are operated by RJOFM. On January 31, 2015, the Trust entered into the Tenth Amended and Restated Declaration and Agreement of Trust (the “Trust Agreement”) to aggregate comments made through previous amendments to the Ninth Amended and Restated Declaration and Agreement of Trust, as well as to: (i) make certain clarifying edits; (ii) reflect certain updates to the language regarding the fees and expenses of the Trust; and (iii) revise language regarding certain regulatory requirements of the Trust that are no longer applicable. None of the foregoing items are expected to significantly affect the unitholders. As of December 31, 2014, prior to quarter-end reallocation, RPM has delegated trading decisions for the Trust to five independent Trading Advisors: Revolution Capital Management, LLC (“RCM”), PGR Capital LLP (“PGR”), Paskewitz Asset Management, LLC (“PAM”), Centurion Investment Management, LLC (“CIM”) and ROW Asset Management, LLC (“ROW”), pursuant to advisory agreements executed between the Managing Owner, the Investment Manager, and, as applicable, each Trading Company and each Trading Advisor (each an “Advisory Agreement” and collectively the “Advisory Agreements”). The Advisory Agreements between the Trading Companies and the appropriate Trading Advisors provide that each Trading Advisor has discretion in and responsibility for the selection of the Trading Company’s commodity transactions with respect to that portion of the Series’ assets allocated to it. As of December 31, 2014, prior to quarter-end reallocation, RCM was managing 14.54%, PGR 19.68%, PAM 5.87%, CIM 35.38%, and ROW 18.58% of the Trust’s assets, respectively. Approximately 5.95% of the Trust’s assets were not allocated to any Trading Advisor. The Trust has no officers, directors or employees. RJO is a “futures commission merchant,” the Managing Owner is a “commodity pool operator” and the Trading 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 CFTC and are each a member of NFA in such respective capacities. 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 SEC, and is a member of the Financial Industry Regulatory Authority (“FINRA”). 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 state agencies having jurisdiction over the Trust; calculation of the Trust’s net asset value (“NAV”) (meaning the total assets less total liabilities of the Trust) and directing payment of the management and incentive fees payable to the Investment Manager and Trading Advisors under the Investment Management Agreement and Advisory Agreements, as applicable. 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) 120 days after the filing of a bankruptcy petition by or against the Managing Owner, unless the bankruptcy court approves the sale and assignment of the interests of the Managing Owner to a purchaser/assignor that assumes the duties of the Managing Owner; (3) 120 days after the notice of the retirement, resignation, or withdrawal of the Managing Owner, unless Beneficial Owners holding more than 50% of the outstanding units appoint a successor; (4) 90 days after the insolvency of the Managing Owner or any other event that would cause the Managing Owner to cease being managing owner of the Trust, unless Beneficial Owners holding more than 50% of the outstanding units appoint a successor; (5) dissolution of the Managing Owner; (6) insolvency or bankruptcy of the Trust; (7) a decrease in the NAV to less than $2,500,000; (8) a decline in the NAV per unit to $50 or less; (9) dissolution of the Trust; or (10) any event that would make it unlawful for the existence of the Trust to be continued or require dissolution of the Trust. A portion of 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, 100% of interest earned on the Trust’s assets, calculated by the average four-week Treasury bill rate, is paid to the Trust. For non-U.S. dollar deposits, the current rate of interest is equal to a rate of one-month LIBOR less 100 basis points. Any amounts received by RJO in excess of amounts paid to the Trust are retained by RJO. On October 6, 2010, the Managing Owner appointed RJO Investment Management LLC (“RJOIM”), an affiliate of the Managing Owner, to manage the Trust’s cash deposited with Wells Fargo Bank, N.A. (“Wells”). As of December 31, 2014, Wells held approximately $512,000 of the Trust’s assets. 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. As of December 31, 2014, accounting and transfer agency services for the Trust are provided by NAV Consulting, Inc., the Trust’s administrator.
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In 2005, certain assets held by the Trust’s prior clearing broker, Refco Capital Markets, LTD (“REFCO, LTD”), were determined to be illiquid. On October 31, 2005, $57,544,206 of equity was moved to a separate non-trading account (the “Non-Trading Account”) and 2,273,288 in substitute units were issued to the unitholders at that time, pro rata 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 $10,319,318 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 REFCO, LTD, and all Non-Trading Accounts were transferred to the LLC. Any new funds received from REFCO, LTD by the LLC will be distributed to unitholders who were investors in the Trust at the time of the bankruptcy of REFCO, LTD 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.
(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. The unitholders have no rights to request redemptions from the LLC. The LLC 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 the time the agreement was executed). See Note (6) for further detail regarding collection and distribution activity related to the assets held at REFCO, LTD. (2) Summary of Significant Accounting Policies The accounting and reporting policies of the Trust conform 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. While the Trust is not registered, and is not required to be registered as an investment company under the Investment Company Act of 1940, as amended, it meets the definition of an investment company within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services - Investment Companies, and follows the accounting and reporting guidance therein. (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 their trade date. All such transactions are recorded on a mark-to-market basis and measured at fair value daily. Unrealized gains on open contracts reflected in the consolidated statements of financial condition represent the difference between original contract amount and fair 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 reporting period or as of the last date of the consolidated financial statements. As the broker has the right of offset, the Trust presents unrealized gains and losses on open futures contracts (the difference between contract trade price and quoted market price) as a net amount in the consolidated statements of financial condition. Any change in net unrealized gain or loss on futures and forward contracts from the preceding period is reported in the consolidated statements of operations. Gains or losses are realized when contracts are liquidated.
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The Trust may write (sell) and purchase exchange listed options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Trust writes an option, the premium received is recorded as a liability in the statement of financial condition and measured at fair value daily. When the Trust purchases an option, the premium paid is recorded as an asset in the consolidated statements of financial condition and measured at fair value daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the consolidated statements of operations. When a written option expires or the Trust enters into a closing purchase transaction, the difference between the net premium received and any amount paid at expiration or on executing a closing purchase transaction, including commission, is recognized as a component of realized gain (loss) on closed positions. When a purchased option is exercised, the proceeds on the sale of an underlying instrument (for a purchased put option), or the purchase cost of an underlying instrument (for a purchased call option) is adjusted by the amount of the premium paid. For each series of RJ OASIS in which the Trust invests, that portion of the Trust’s net assets are deposited into an account of the relevant Trading Company held at RJO, the clearing broker and currency dealer for each Trading Company. For U.S. dollar deposits, 100% of interest earned on the series’ assets, calculated by the average four-week Treasury bill rate, is paid to the series. For non-U.S. dollar deposits, the current rate of interest is equal to a rate of one-month LIBOR less 100 basis points. Any amounts received by RJO in excess of amounts paid to the series are retained by RJO. On October 6, 2010, the Managing Owner appointed RJO Investment Management LLC (“RJOIM”), an affiliate of the Managing Owner, to manage the Trust’s cash deposited with Wells Fargo Bank, N.A. (“Wells”). As of December 31, 2014, Wells held approximately $512,000 of the Trust’s assets. 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. Fixed income securities are recorded at fair value, with changes in fair value recorded in the statement of operations as unrealized gain (loss) on fixed income securities. Realized gains (losses) from liquidation of fixed income securities are determined on first-in, first-out (FIFO) basis. Premiums and discounts on securities purchased are amortized over the lives of the respective instruments. Interest income is recognized on the accrual basis. (d) 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 accrued monthly. (e) 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. (f) 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. (g) Valuation of Assets Held at Refco Capital Markets, Ltd. The Trust recorded an impairment charge against its assets held at REFCO, LTD at December 31, 2005, based on management’s estimate of fair value at that time. Subsequent recoveries from REFCO, LTD were credited against the then book value of the claim. On June 28, 2007, the Trust’s cumulative recoveries from REFCO, LTD exceeded the book value of the impaired assets held at REFCO, LTD, 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 statements of operations. Any future administrative and/or legal expenses associated with liquidation of the assets held at REFCO, LTD have not been reflected as such future expenses are not capable of being estimated. See Note (6) for further details.
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(h) Recent Pronouncements On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. For public entities, the ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early application is not permitted. The Trust expects to adopt this guidance starting with the first quarter of fiscal year 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Trust has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued. This ASU also requires management to disclose certain information depending on the results of the going concern evaluation. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early adoption is permitted. This amendment is applicable to the Trust beginning in the first quarter of fiscal year 2017. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. (3) Fees Management fees are accrued and paid monthly by the relevant series’ Trading Company. Incentive fees are accrued monthly and paid quarterly, as applicable, by the relevant series’ Trading Company. Trading decisions for the period of these financial statements were made by the Trading Advisors. Prior to October 22, 2013, the Trust paid the Managing Owner a fee of 0.75% of the Trust’s month-end net assets on an annual basis. Effective October 22, 2013, the Managing Owner fee was reduced to 0.50% and waived for the 4th quarter, 2013. Pursuant to the Investment Management Agreement, the Trust pays RPM a monthly management fee at a rate of 0.0625% (a 0.75% annual rate) of the Trust’s month-end net asset calculated after determined and 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 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. These management fees are not paid on the LLC’s net assets. Pursuant to the Investment Management Agreement, RPM will receive from the Class C and D units a quarterly incentive fee of 10% of any “New Appreciation”, if any, of any New Assets. “New Assets” are that portion of the assets contributed to the Trust from the date of the Investment Management Agreement. New Appreciation in any quarter is equal to the amount by which the net asset value of the New Assets, 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 described below), exceeds the cumulative trading profit as of any previous calendar quarter-end. Interest income shall not be taken into account in calculating New Appreciation. This incentive fee is not paid on the LLC’s capital appreciation (if any). Pursuant to the Trust’s agreements with the Trading Advisors, each Trading Advisor receives a monthly management fee at the rate of up to 0.083% (a 1% annual rate) of the Trust’s month-end net assets calculated after deduction of brokerage fees, but before reduction for any incentive fee or other costs and before inclusion of new unitholder subscriptions and redemptions for the month. These management fees are not paid on the LLC’s net assets. Pursuant to its Advisory Agreement, each Trading Advisor may also receive from the relevant series’ Trading Company a quarterly incentive fee of up to 25% of the “New Trading Profit,” if any, of the Trust. The incentive fee is based on the performance of each Trading Advisor’s portion of the assets allocated to them. New Trading Profit in any quarter is equal to the “Trading Profit” for such quarter that is in excess of the highest level of such cumulative trading profit as of any previous calendar quarter-end. Trading Profit is calculated by including realized and unrealized profits and losses, excluding interest income, and deducting the management fee and brokerage fee. These incentive fees are not paid on the LLC’s capital appreciation (if any). For a description of the fees paid by the Trust to RJOIM, the Trust’s cash manager, see Note (10).
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(4) Income Taxes It is expected that that the Trust will be treated as a “partnership” for both U.S. federal and state tax purposes. As such, no provision for U.S. federal income taxes has been made in the accompanying consolidated financial statements as each beneficial owner is responsible for reporting income (loss) based on its pro rata share of the profits or losses of the Trust. The only significant differences in financial and income tax reporting basis are ongoing offering costs. The Trust files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions. The Trust’s U.S. federal income tax returns for all tax years ended on or after December 31, 2010, remain subject to examination by the Internal Revenue Service. The Trust’s state and local income tax returns are subject to examination by the respective state and local authorities over various statutes of limitations, generally ranging from three to five years from the date of filing. (5) Trading Activities and Related Risks The Trust, through its indirect investment in the Trading Companies, engages in the speculative trading of U.S. and international futures contracts, options, and forward contracts (collectively derivatives). These derivatives include both financial and non-financial contracts held as part of a diversified trading strategy. The Trading Companies are exposed to both market risk - the risk arising from changes in the market value of the contract - and credit risk - the risk of failure by another party to perform according to the terms of a contract. The purchase and sale of futures requires initial and on-going margin deposits with an FCM. The Commodity Exchange Act requires an FCM to segregate or secure 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 customer’s pro rata share of segregated funds. It is possible that the recovered amount could be less than the total of cash and other property deposited by the customer. 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 Trading Companies are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short. A Trading Company, as writer of an option, has no control over whether the underlying instrument may be sold (called) and as a result bears the risk of an unfavorable change in the market value of the instrument underlying the written option. There is also the risk the Trading Company may not be able to enter into a closing transaction because of an illiquid market. The Trading Companies may purchase exchange-traded options. As such, the relevant Trading Company pays a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Purchased options expose the Trading Companies to a risk of loss limited to the premiums paid. Net trading results from derivatives for the years ended December 31, 2014, 2013, and 2012, respectively, are reflected in the consolidated statements of operations and are equal to the gain or loss from trading less brokerage commissions. Such trading results reflect the net gain or loss arising from the Trust’s speculative trading of futures contracts, options and forward contracts through its indirect investment with the Trading Companies. The Trust invests its margin in fixed income securities as permitted by CFTC regulations regarding acceptable securities for investment of segregated assets and the RJOIM agreement with the Trust. Such acceptable securities, include, but are not limited to, U.S. Treasury and government agencies’ securities, purchase agreements collateralized by U.S. Treasury and government agencies, corporate debt securities, and bank debt securities. The Trust’s total investment in corporate debt securities, bank deposit securities, and certificate of deposits combined cannot exceed 40% of the Trust’s total assets. The Beneficial Owners bear the risk of loss only to the extent of the market value of their respective investments in the Trust. See Note (11) for further details on Derivative Instruments and Hedging Activities. (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 REFCO, LTD plus $1,000,000 in cash, were transferred to a Non-Trading account, as explained in Note 2(g). On December 31, 2005 the $56,544,206 of assets held at REFCO, LTD 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 REFCO, LTD and distributions to redeemed and continuing unitholders.
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*The collections on June 4, 2010 were from a settlement agreement (the “Settlement Agreement”) reached with Cargill, Inc. and Cargill Investors Services, Inc. (together, “Cargill”). The gross collections of $15,300,000 on June 4, 2010, were reduced by $970,550, which represented Cargill’s percentage of distributions, as defined in the Settlement Agreement. All subsequent collections are shown net and were reduced by Cargill’s percentage of distributions at 57.25% of the gross collections.
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Recoveries from REFCO, LTD, Distributions paid by US Bank from the LLC, and effect on impaired value of assets held at REFCO, LTD
Amounts Received
from Balance of Collections in
Excess of
Cash Distributions to
Non-Participating Additional Units in Trust for Participating
Owners Date REFCO LTD Impaired Value Impaired Value Owners Units Dollars
(7) Fair Value Measurements In accordance with the Fair Value Measurements Topic of the Financial Accounting Standards Board Accounting Standards Codification, the Trust established a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
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 and options 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, options on forward currency contracts and fixed income securities 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 December 31, 2014 and December 31, 2013, the Trust did not have any Level 3 assets or liabilities.
An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Trust’s exchange-traded futures contracts and options on futures contracts are valued based on quoted prices (unadjusted) in active markets for identical assets or liabilities. The Trust’s forward currency contracts and options on forward currency contracts are based on third-party quoted dealer values on the interbank market, based on similar assets or liabilities. The Trust’s fixed income securities are valued using inputs that are observable for the asset or liability, including prices of similar fixed income securities or present values of expected future cash flow models. The following table presents the Trust’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, respectively:
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December 31, 2014 Level 1 Level 2 Level 3 Total Assets Unrealized gain on open contracts:
492,477 (10,546) - 481,931 Liabilities Options written on futures contracts (15,976) - - (15,976) (15,976) - - (15,976) Total fair value $ 476,501 $ (10,546) $ - $ 465,955
December 31, 2013 Level 1 Level 2 Level 3 Total Assets Unrealized gain on open contracts:
Futures positions $ 762,636 $ - $ - $ 762,636 Fixed income securities - 1,465,195 - 1,465,195 Total assets 762,636 1,465,195 - 2,227,831 Total fair value $ 762,636 $ 1,465,195 $ - $ 2,227,831
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(8) Operations 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 based on the net asset value per unit on such date on five business days’ written notice to NAV Consulting, Inc., the Trust’s administrator, or the Managing Owner. Payment will generally be made within 10 business days of the effective date of the redemption. The Trust Agreement contains a full description of redemption and distribution policies. Subscriptions Investors that are eligible to participate in the private offering of the units may purchase units in the Trust pursuant to the terms of the Trust’s Memorandum and a signed subscription form. The Trust Agreement and the Memorandum contain a full description of subscription policies. An investment in the Trust does not include a beneficial interest or investment in the LLC. Commissions The Managing Owner and/or affiliates act as commodity brokers for the Trust through RJO. 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. Until October 22, 2013, the Trust’s brokerage fee constitutes a “wrap fee” of 4.67% of the Trust’s month-end assets on an annual basis (0.38916% monthly) with respect to Class A units and 2.67% of the Trust’s month-end assets on an annual basis (0.225% monthly) with respect to Class B units, which covers the fees described below. “Brokerage fee” includes the following across each class of units:
Commissions were not paid with respect to the LLC net assets. As of December 31, 2014, no Class C or Class D units had been sold. Class D units may be subject to an initial sales charge of up to 2.00% of the subscription amount upon investment. The Class C and Class D units are subject to a wholesaling fee of .35% to the Managing Owner to compensate agents who may facilitate distribution of the Trust units.
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Recipient Nature of Payment Class A Units Class B Units Class C Units Class D Units Managing Owner Managing Owner Fee 0.50% 0.50% 0.50% 0.50%Selling Agents Selling Commission (monthly) 2.00% 0.00% 0.00% 2.00%Selling Agents Selling Commission (initial sales charge) 0.00% 0.00% 0.00% 2.00%Managing Owner Wholesale Fee 0.00% 0.00% 0.35% 0.35%Clearing Broker Clearing, NFA and exchange fees (approximately) 2.60% 2.60% 2.60% 2.60% 5.10% 3.10% 3.45% 7.45%
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(9) Financial Highlights The following financial highlights show the Trust’s financial performance of the Trading units for the periods ended December 31, 2014, 2013 or 2012. 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.
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, 2014, 2013 and 2012. The amounts are not annualized.
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Class A Class B 2014 2013 2012 2014 2013 2012 Per share operating performance: Net asset value of Trading units, beginning of period $ 71.25 $ 76.92 $ 91.32 $ 78.74 $ 83.34 $ 96.98 Total Trading income (loss): Trading gain (loss) 5.31 1.37 (7.26) 6.08 1.53 (7.78) Investment income 0.04 0.20 0.39 0.04 0.22 0.42 Expenses (9.11) (7.24) (7.53) (8.75) (6.35) (6.28) Trading income (loss) (3.76) (5.67) (14.40) (2.63) (4.60) (13.64) Net asset value of Trading units, end of period $ 67.49 $ 71.25 $ 76.92 $ 76.11 $ 78.74 $ 83.34
Total return: Total return before incentive fees (3.28%) (6.72%) (15.66%) (1.94%) (4.79%) (13.95%) Less incentive fee allocations (1.99%) (0.66%) (0.11%) (1.41%) (0.73%) (0.11%)Total return (5.27%) (7.38%) (15.77%) (3.35%) (5.52%) (14.06%)
Ratios to average net assets: Trading income (loss) (9.26%) (8.61%) (17.28%) (15.76%) (5.78%) (15.40%)
(10) Cash Management Agreement with Affiliate. On October 6, 2010, the Managing Owner retained RJOIM, an SEC registered investment adviser and an affiliate of the Managing Owner, as cash manager. The assets managed by RJOIM are held in segregated accounts in custody at Wells. RJOIM is paid an annual fee, currently 0.20% calculated and accrued daily at a rate equal to 1/360 of the principal balance. As of August 1, 2014, RJOIM agreed to waive all advisory fees previously charged to the Trust, back to January 1, 2014, in response to a request by the Managing Owner for said rebate. This request was made due to the decrease in the size of the Trust’s deposit with RJOIM and the current interest rate environment. The total amount waived as of July 31, 2014, was $3,483. As of December 31, 2014 and 2013, the Trust’s deposits held by RJOIM consisted of cash of $512,044 and $1,301,182, respectively, and fixed income securities of $0 and $1,465,195, respectively. Advisory fees earned by RJOIM aggregated $0, $28,101, and $51,521, for the years ended December 31, 2014, 2013 and 2012 respectively. (11) Derivative Instruments and Hedging Activities. The Trust does not utilize “hedge accounting” and instead “marks-to-market” its derivatives through operations. Derivatives not designated as hedging instruments:
The above reported fair values are included in equity in commodity trading accounts – unrealized gain on open contracts and in purchased options on futures and written options on futures contracts in the consolidated statements of financial condition as of December 31, 2014 and 2013, respectively. Trading gain (loss) for the following periods:
See Note (5) for additional information on the Trust’s purpose for entering into derivatives not designed as hedging instruments and its overall risk management strategies.
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As of December 31, 2014 Asset Liability
Type of Futures, Derivatives Derivatives Net Forwards Contracts Fair Value Fair Value Fair Value
(12) Offsetting. As indicated in Note (1), the Trust’s assets are currently allocated to each of the Trading Companies. All of the Trading Companies utilize RJO as their clearing broker. Each Trading Company has its own separate clearing agreement with RJO, under which each of the Trading Companies are subject to master netting agreements or similar arrangements that allow RJO to offset any assets of the individual entity by any liabilities of the individual Trading Company, as necessary, if RJO determines that the amount of margin is not appropriate or the Trading Company is not able to perform. Each of the Trading Companies hold significant cash deposits with RJO, which can be and is used by the Trading Companies to settle any obligations due to RJO. The master netting agreements or similar arrangements do not apply to amounts owed to/from different counterparties and they do not apply across different Trading Companies. For financial reporting purposes, the Trust nets its similar derivative assets and liabilities that are subject to netting arrangements in the Statements of Financial Condition. The following tables present the Trust’s derivative assets and liabilities by investment type and by counterparty, net of amounts available for offset under a master netting agreement, along with the related collateral received or pledged by the Trading Companies (cash on deposit with broker) as of December 31, 2014 and December 31, 2013:
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Offsetting of Derivative Assets
As of December 31, 2014 As of December 31, 2013
Gross Gross Amounts Net Amounts of
Assets Gross Gross Amounts Net Amounts of
Assets Amounts of Offset in the Presented in the Amounts of Offset in the Presented in the Recognized Statement of Statement of Recognized Statement of Statement of Description Assets Financial Condition Financial Condition Assets Financial Condition Financial Condition Futures and forward contracts $ 624,202 $ (142,271) $ 481,931 $ 981,232 $ (218,596) $ 762,636 Purchased options on futures contracts - - - - - -
Net Amounts of Net Amounts of Gross Gross Amounts Liabilities Gross Gross Amounts Liabilities Amounts of Offset in the Presented in the Amounts of Offset in the Presented in the Recognized Statement of Statement of Recognized Statement of Statement of Description Liabilities Financial Condition Financial Condition Liabilities Financial Condition Financial Condition Futures and forward contracts $ 142,271 $ (142,271) $ - $ 218,596 $ (218,596) $ - Options written on futures contracts 15,975 - 15,975 - - -
(13) Subsequent Events. As of January 1, 2015, the Trust redeemed out of the “OASIS Paskewitz Asset Mgmt Series” (managed by PAM) and after quarter end reallocation subscribed to allocate those funds to the cash investment account at Wells to be managed by RJOIM. The amount redeemed out of OASIS PAM was $588,130 and the amount allocated to Wells was $588,130 after the quarter-end reallocation. On January 31, 2015, the Trust entered into the Tenth Amended and Restated Declaration and Agreement of Trust to aggregate comments made through previous amendments to the Ninth Amended and Restated Declaration and Agreement of Trust, as well as to: (i) make certain clarifying edits; (ii) reflect certain updates to the language regarding the fees and expenses of the Trust; and (iii) revise language regarding certain regulatory requirements of the Trust that are no longer applicable. None of the foregoing items are expected to significantly affect the unitholders. Such agreement is filed herewith. On February 19, 2015, the Trust entered into the Second Amendment to Advisory Agreement, made as of April 30, 2014, by and among OASIS Centurion LLC, R. J. O’Brien Fund Management, LLC and Centurion Investment Management, LLC, which amended the list of permissible commodity interests to be traded on behalf of OASIS Centurion LLC. Such agreement is filed herewith. The Trust expects to pay annual expenses of approximately 7.89% (for Class C units) to 12.71% (for Class D units) after taking into account estimated interest income of its average month-end assets. Acknowledgment To the best of my knowledge and belief, the information contained herein is accurate and complete.
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/s/ James Gabriele James Gabriele Chief Financial Officer R.J. O’Brien Fund Management, LLC The Managing Owner and Commodity Pool Operator of RJO Global Trust March 27, 2015
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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 RJOFM’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 RJOFM’s Chief Compliance Officer, Nancy Westwick 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 RJOFM’s 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.
Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Julie M. DeMatteo, 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 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 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: March 27, 2015 By: /s/ Julie M. DeMatteo Julie M. DeMatteo Chief Executive Officer R.J. O’Brien Fund Management, LLC
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, James Gabriele, 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 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 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 annual 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: March 27, 2015 By: /s/ James Gabriele James Gabriele Chief Financial Officer R.J. O’Brien Fund Management, LLC
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 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/ Julie M. DeMatteo Julie M. DeMatteo Chief Executive Officer R.J. O’Brien Fund Management, LLC March 27, 2015
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 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/ James Gabriele James Gabriele Chief Financial Officer R.J. O’Brien Fund Management, LLC March 27, 2015
