FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SELLING AGREEMENT
Exhibit
1.02
FIRST
AMENDMENT TO
SECOND
AMENDED AND RESTATED SELLING AGREEMENT
This First Amendment (the “First Amendment”) to that
certain Selling Agreement dated as of October 2, 2007, as amended and restated
on November 16, 2007, and as amended and restated on November 5, 2008, by and
among RJO GLOBAL TRUST (the “Trust”), X.X. X’XXXXX
FUND MANAGEMENT, LLC (the “Managing Owner”), and
X.X. X’XXXXX SECURITIES, LLC (the “Lead Selling Agent”)
(as amended and restated, the “Selling Agreement”)
is hereby made effective as of June 29, 2010.
WITNESSETH:
WHEREAS,
the parties hereto have entered into the Selling Agreement to set forth the
terms and conditions upon which the Lead Selling Agent acts as the principal
selling agent of the Trust’s units of beneficial interest;
WHEREAS,
the parties hereto desire to amend the Selling Agreement as set forth
below;
NOW,
THEREFORE, the Selling Agreement is amended as follows, such amendments to
become effective immediately:
Section
3. Offering and Sale of Units.
The
following sentence is hereby added to Section 3(b):
“The
Managing Owner will pay the Lead Selling Agent a one-time fee equal to 0.12% of
each month’s new offering proceeds.”
Section 7. Indemnification and
Exculpation.
The
reference to “Section 10(a)” in Section 7(b) is hereby amended to refer to
“Section 10(b)”.
Section
10. Termination.
Section
10 is hereby deleted and replaced with the following:
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“(a)
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This
Agreement shall continue in effect for a period of one year from the date
the Agreement was entered into unless otherwise terminated as set forth in
this Section 10. If this Agreement is not terminated upon the
expiration of such one-year period, this Agreement shall automatically
renew for an additional one-year period and shall continue to renew for
additional one-year periods until this Agreement is otherwise terminated,
as provided for herein.
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(b)
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This
Agreement shall terminate on the earlier of (i) such date as the Lead
Selling Agent may determine by giving 60 days’ prior written notice to the
other parties to this Agreement, (ii) such date as the Trust may determine
by giving 60 days’ prior written notice to the Lead Selling Agent or,
without such notice, upon termination of the offering of the Units or
dissolution of the Trust or (iii) by the Trust, without notice, upon
breach by the Lead Selling Agent of, or non-compliance by the Lead Selling
Agent with, any material term of this
Agreement.
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(c)
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The
termination of this Agreement for any reason set forth in Sections
10(b)(i) or 10(b)(ii) shall not
affect:
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(i)
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the
ongoing obligations of the Trust to pay selling commissions, ongoing
compensation or installment selling commissions accrued prior to the
termination hereof, or
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(ii)
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the
indemnification obligations under Section 7 hereof. In the event this
Agreement is terminated pursuant to Section 10(b)(iii), the Managing Owner
may withhold accrued but unpaid selling commissions and ongoing
compensation or installment selling commissions due the Lead Selling Agent
until the Trust has been put in the same financial position as it would
have been absent such breach or
non-compliance.”
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Section
12. Notices and Authority to Act.
Section
12 is hereby deleted and replaced with the following:
“All
communications hereunder shall be in writing and, if sent to the Lead Selling
Agent, RJOFM, the Futures Broker or the Trust, shall be mailed, delivered, or
sent via facsimile or e-mail, and confirmed to X.X. X’Xxxxx Fund Management,
LLC, 000 X. Xxxxxxxxx Xxxxx Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attention:
Xxxxxxx X. Xxxxxxxx; facsimile: (000) 000-0000; e-mail: xxxxxxxxx@xxxxxxxx.xxx;
with a copy to Xxxxxx & Bird LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx X. Xxxxx; facsimile: (000) 000-0000; e-mail:
xxx.xxxxx@xxxxxx.xxx.”
IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
June 29, 2010.
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By:
X.X. X’Xxxxx Fund Management, LLC, its Managing Owner
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By:
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/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx
X. Xxxxxxxx
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Title: Executive
Vice President
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X.X.
X’XXXXX SECURITIES, LLC
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By:
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/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx
X. Xxxxxxxx
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Title: Chief
Financial Officer
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X.X.
X’XXXXX FUND MANAGEMENT, LLC
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By:
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/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx
Xxxxxxxx
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Title: Chief
Executive Officer
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