RJO Global Trust 10-K 2015 FY Annual report

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

 EXHIBIT 10.04

2nd Amendment to Advisory Agreement

This 2nd Amendment (the "2nd Amendment") is made as of April 1, 2015 (the “Effective Date”) among OASIS ROW 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 ROW Asset Management, LLC, a Delaware limited liability company (the “Trading Advisor”), parties to that certain Advisory Agreement dated October 1, 2014 and first amended on October 18, 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.           Subsection (a)(i) of Section 5 is hereby amended and restated in its entirety and shall hereafter read as follows:

“The Trading Company shall cause the Series to pay the Trading Advisor a monthly management fee equal to 1/12 of *% (a *% annual rate) of the Assets allocated to it (as defined in Section 2(a) hereof) as of the last day of each month (the “Management Fee”).  The Management Fee is payable in arrears within 20 Business Days of the end of the month for which it was calculated.  For purposes of this Agreement, “Business Day” shall mean any day which the securities markets are open in the United States.”

2.           Subsection (a)(ii) of Section 5, “Fees”, is hereby amended and restated in its entirety and shall hereafter be read as follows:

“The Trading Company shall cause the Series to pay the Trading Advisor an incentive fee equal to *% of the New Trading Profit (as defined in Section 5(d) hereof) (the “Incentive Fee”).  The incentive is based upon the New Trading profits of such Series, which accrue monthly but are generally payable at the end of each calendar quarter.  New trading profits are typically calculated using a “high water mark” of cumulative trading profits. Each Series will establish a separate account with respect to each Member’s capital account for such Series.  Incentive fees (and the corresponding high water mark) will be calculated based upon the performance of each such account. Notwithstanding the foregoing, the Trading Company shall pay the Trading Advisor an incentive fee equal to *% of the New Profits in connection with any assets allocated to the Trading Company by RJO Global Trust. The Incentive Fee is payable within 20 Business Days of the end of the calendar quarter for which it was calculated.”

2.           Except as provided in this 2nd 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 2nd 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 2nd Amendment will prevail.

***SIGNATURE PAGE FOLLOWS***

* Confidential material redacted and filed separately with the Commission.

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

IN WITNESS WHEREOF, the parties have executed and delivered this 2nd Amendment effective as of the Effective Date.

OASIS ROW, LLC

by R.J. O’Brien Fund Management, LLC

Managing Member

By 

Name: Julie DeMatteo

Title: Managing Director

R.J. O’Brien Fund Management, LLC

By 

Name: Julie DeMatteo

Title: Managing Director

ROW Asset Management, LLC

By 

Name: Ryan O’Grady

Title: Chief Executive Officer

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