8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

March 2, 2009

Date of Report (Date of Earliest Event Reported)

WORLD MONITOR TRUST II – SERIES D

(Exact name of Registrant as Specified in its Charter)

Delaware	000-32685	13-4058318
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

900 King Street, Rye Brook, New York 10573

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (914) 307-7000

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Effective close of business on March 31, 2009, World Monitor Trust II – Series D (“Registrant”) will become a member of WCM Pool LLC (“WCM Pool”), a Delaware limited liability company, and a party to WCM Pool’s Organization Agreement. WCM Pool was formed as a means of consolidating the commodity interest trading of its members, including Registrant. Registrant will contribute all of its assets to WCM Pool in exchange for a limited liability company interest therein.

WCM Pool is party to the Trading Advisor Agreement with Winton Capital Management Limited (“Winton”), a company registered in England and Wales, whereby effective January 1, 2007, Winton began managing the assets of WCM Pool (including those contributed to it by Registrant as of close of business on March 31, 2009) in accordance with Winton’s Diversified Program.

Item 1.02 Termination of a Material Definitive Agreement

Effective close of business on March 31, 2009, Registrant will withdraw as a member of WMT Campbell Pool L.L.C. and will no longer have Campbell & Company Inc. manage its assets. As discussed above in Item 1.01, Registrant intends to allocate all of its assets to Winton’s Diversified Program through an investment in WCM Pool.

Item 8.01 Other Events

Attached hereto as Exhibit 99.5 is the letter to investors dated March 2, 2009 informing them of the items set forth above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	WCM Pool LLC Organization Agreement dated November 20, 2006
10.2	Amendment No.1 to WCM Pool LLC Organization Agreement dated March 30, 2007
10.3	Amendment No. 2 to WCM Pool LLC Organization Agreement dated March 31, 2009
10.4	Advisory Agreement by and among WCM Pool LLC, Preferred Investment Solutions Corp. and Winton Capital Management Limited dated November 20, 2006
99.5	Letter to Investor dated March 2, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant in the capacity indicated on March 2, 2009.

	WORLD MONITOR TRUST II – SERIES D
	(Registrant)
	By:	Preferred Investment Solutions Corp., its Managing Owner
Date: March 2, 2009	By:	/s/ Lawrence S. Block
		Name:    Lawrence S. Block
		Title:      Senior Vice President and
		General Counsel

EX-10.1

Exhibit 10.1

WCM POOL LLC

ORGANIZATION AGREEMENT

dated as of November 20, 2006

WCM POOL LLC

ORGANIZATION AGREEMENT

TABLE OF CONTENTS

		Page
ARTICLE I	ORGANIZATION	2
1.1.	Formation	2
1.2.	Name	2
1.3.	Purposes	3
1.4.	Duration	3
1.5.	Registered Office and Registered Agent; Principal Office	3
1.6.	Qualification in Other Jurisdictions	4
1.7.	No State-Law Partnership	4
ARTICLE II	MEMBERS	4
2.1.	Initial Members	4
2.2.	Admission of Additional Members	4
2.3.	Classes of Members	5
ARTICLE III	CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS	5
3.1.	Initial Capital Contributions	5
3.2.	Initial Membership Interests	5
3.3.	No Further Required Capital Contributions	5
3.4.	Additional Capital Contributions	5
3.5.	Additional Capital Contributions Permitted Only In Cash	5
3.6.	Capital Accounts	6
3.7.	Return of Capital Contributions	6
3.8.	Interest	7
3.9.	Distributions	7
ARTICLE IV	ALLOCATIONS AND DISTRIBUTIONS	7
4.1.	Allocations of Gross Income, Gain and Loss for Financial Purposes	7
4.2.	Allocation of Commissions, Fees and Expenses for Financial Purposes	7
4.3.	Tax Allocations	8
4.4.	Limitations on Loss Allocation	8
4.5.	Costs of Effecting Allocations	8
4.6.	Members’ Tax Liabilities	8

i

WCM POOL LLC

ORGANIZATION AGREEMENT

TABLE OF CONTENTS

(continued)

ARTICLE V	TRANSFERS AND ASSIGNMENTS PROHIBITED; WITHDRAWALS	9
5.1.	Transfers and Assignments Prohibited	9
5.2.	Withdrawals	9
ARTICLE VI	MANAGEMENT OF THE COMPANY	10
6.1.	Management of Business	10
6.2.	General Powers of Voting Members	10
6.3.	Delegation of Administrative Authority	10
6.4.	Delegation of Trading Authority	10
6.5.	Standard of Care; Liability	11
6.6.	Limitations on Powers of Members	11
6.7.	Other Business	11
ARTICLE VII	OWNERSHIP OF COMPANY PROPERTY	12
ARTICLE VIII	FISCAL MATTERS; BOOKS AND RECORDS	12
8.1.	Bank Accounts; Investments	12
8.2.	Records Required by Act; Right of Inspection	12
8.3.	Books and Records of Account	13
8.4.	Tax Returns and Information	13
8.5.	Delivery of Financial and Tax Information to Members	13
8.6.	Audits	13
8.7.	Fiscal Year	13
8.8.	Tax Elections	13
8.9.	Tax Matters Member	14
8.10.	Regulatory Reporting	14
ARTICLE IX	INDEMNIFICATION	14
9.1.	Indemnification by the Members	14
9.2.	Indemnification by Preferred of the Members	14

ii

WCM POOL LLC

ORGANIZATION AGREEMENT

TABLE OF CONTENTS

(continued)

ARTICLE X	DISSOLUTION AND WINDING UP	15
10.1.	Events Causing Dissolution	15
10.2.	Winding Up	15
10.3.	Compensation of Liquidator	16
10.4.	Distribution of Company Property	16
10.5.	Final Audit	16
10.6.	Deficit Capital Accounts	17
ARTICLE XI	MISCELLANEOUS PROVISIONS	17
11.1.	Approval of Administration Agreement	17
11.2.	Interpretation	17
11.3.	“Commodity Pool” Status of the Company	17
11.4.	Compliance with the “Blue Sky” Guidelines	18
11.5.	Organizational and Maintenance Expenses	18
11.6.	Counterparts	18
11.7.	Entire Agreement	18
11.8.	Partial Invalidity	18
11.9.	Amendment	18
11.10.	Binding Effect	18
11.11.	Governing Law	19
11.12.	Effect of Waiver or Consent	19
11.13.	Further Assurances	19
Testimonium		20
Signatures		20
Schedule I		21

iii

WCM POOL LLC

ORGANIZATION AGREEMENT (this “Agreement”) dated as of November 20, 2006 by and among (A) the commodity pools (each, a “Member” and, collectively, the “Members”) signatory from time to time hereto, each of which (i) has as its sole managing owner or trading manager (or its functional equivalent in another type of entity) Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission (the “CFTC”), (ii) is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities), and (iii) intends to open a trading account managed pursuant to the Diversified Program (the “WCM Program”) of Winton Capital Management Limited, United Kingdom company (“Winton”) and (B) Preferred, not as a Member, but for the limited purposes set forth herein.

W I T N E S S E T H

WHEREAS, the Company has been formed as a means of consolidating the commodity interest trading of the Members; and

WHEREAS, the Company’s trading will at all times be managed exclusively pursuant to the WCM Program (Winton being delegated trading management authority over the Company pursuant to Section 18-407 of the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), and an Advisory Agreement by and among the Company, Preferred and Winton of even date herewith); and

WHEREAS, all Members shall share pro rata in the profits and losses of the Company, based on the relative values (prior to reduction for all accrued but unpaid fees or expenses) of their respective Membership Interests (“Membership Interest” to mean, with respect to any Member at any time, the entire interest of such Member in the Company at such time. A Membership Interest includes, without limitation, (a) all rights of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under this Agreement and (b) all management rights, if any, voting rights or rights to consent of the respective Members) in the Company — applicable CFTC policies prohibiting any Member’s investment in the Company being traded at a higher degree of leverage than any other Member’s investment or pursuant to any different trading program than that employed to direct the Company’s trading with respect to any other Member; and

WHEREAS, pursuant to Section 18-407 of the Act, Preferred (which is either the sole managing owner or the trading manager of each of the Members) shall be delegated administrative authority over the operations of the Company; and

WHEREAS, pursuant to Section 18-302 of the Act, the Company shall issue two classes of Membership Interests: Non-Voting Membership Interests and Voting Membership Interests. These two classes of Membership Interests shall have identical pro rata economic interests in the Company, but the Non-Voting Membership Interests shall in no respect participate in the management of the Company, such management to be vested solely in the Voting Membership Interests; and

WHEREAS, all Members (“Non-Voting Members”) which are non-United States persons shall acquire “Non-Voting Membership Interests”, and shall not participate in any respect in the management of the Company, or engage, directly or indirectly, in the participation in or control of all or any portion of the business activities or affairs of the Company (Non-Voting Members being the functional equivalent of limited partners in a limited partnership); and

WHEREAS, the Members (“Voting Members”) which are United States persons shall acquire “Voting Membership Interests” and shall, acting as Members without any “manager,” mutually dominate and control all business activities and affairs of the Company by agreement of the majority in interest of such Members, subject to the authority vested in and delegated to Winton and the administrative authority vested in and delegated to Preferred hereunder; and

WHEREAS, upon the terms and subject to the conditions set forth herein, each of the initial Members are, concurrently with the execution of this Agreement, acquiring either Voting Membership Interests or Non-Voting Membership Interests in the Company; and

WHEREAS, it is the express intent of the Members that their participation in the Company be, other than in respect of the consolidation of the Members’ WCM Program trading accounts, the functional equivalent of each Member opening such trading accounts on an individual basis; and

WHEREAS, in accordance with the Act, each of the Members desires to enter into this Agreement to set forth the respective rights, powers and interests of the Members with respect to the Company and their respective Voting Membership Interests or Non-Voting Membership Interests (as the case may be) and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

ARTICLE I

ORGANIZATION

1.1. Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware as required by the Act. This Agreement embodies the agreement among the Members as to the governance of the Company and related matters. However, in the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2. Name. The name of the Company is WCM Pool LLC (the “Company”).

2

1.3. Purposes. The purposes of the Company are to engage in any activity and/or business for which limited liability companies may be formed under the Act including, without limitation, the activities set forth in the recitals to this Agreement. For greater certainty and not by way of limitation, the Company’s business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of forward and futures contracts for all manner of commodities, financial instruments and currencies, as well as options and rights pertaining thereto (collectively, “commodity interests”), and to engage in all activities necessary, convenient or incidental thereto. The Company may also engage in “hedge,” arbitrage and cash trading of commodities, futures, forwards and options. The objective of the Company’s business is appreciation of its assets through speculative trading. The Company may engage in the foregoing speculative trading directly and through investing in other entities which are themselves “commodity pools” rather than private “investment companies” within the meaning of Section 3(c)(1) of the Investment Company Act of 1940 (the “Company Act”); provided, that in all cases, the Company’s commodity interest trading shall be directed exclusively pursuant to Winton implementing its Portfolio, as the same may change and develop over time.

The Company may not engage in any “yield enhancement” activities or securities trading, but only (i) acquire government interest-bearing securities with the intent of holding such securities until maturity and/or (ii) receive interest credits on cash deposits made by it.

The Company may not admit as a Member any entity which is engaged in soliciting additional investments in such entity.

The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

1.4. Duration. The Company shall continue in existence until December 31, 2056 or until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

1.5. Registered Office and Registered Agent; Principal Office. (a) The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Voting Members holding a majority in interest of the Voting Membership Interests (the affirmative vote of such a majority in interest of the Voting Membership Interests being hereinafter referred to as a “Majority Vote”) may designate from time to time in the manner provided by Section 18-104 of the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or persons as the Voting Members by Majority Vote may designate in the manner provided by Section 18-104 of the Act.

(c) The principal office of the Company shall be c/o Preferred Investment Solutions Corp., 900 King Street, Suite 100, Rye Brook, New York 10573; telephone: (914) 307-7000, or at such place as the Voting Members by Majority Vote may designate from time to time, which need not be in the State of Delaware. The Company shall maintain at its principal office, available for inspection, the records required by the Act and the Commodity Exchange Act (the “CEA”).

3

The Company may have such other offices as the Voting Members by Majority Vote may designate from time to time.

1.6. Qualification in Other Jurisdictions. The Members shall have authority to cause the Company to do business in jurisdictions other than the State of Delaware only if either of the following conditions is satisfied:

(a) such jurisdiction has enacted a limited liability company statute, and the Voting Members by Majority Vote shall have approved the qualification of the Company under such statute to do business as a foreign limited liability company in such jurisdiction; or

(b) the Company shall have obtained an opinion of counsel qualified to practice law in such jurisdiction to the effect that under the laws of such jurisdiction the Members will not be held liable for any debts or obligations of the Company.

The Voting Members by Majority Vote, will determine whether and where the Company will qualify to do business as a foreign limited liability company from time to time.

1.7. No State-Law Partnership. No provision of this Agreement shall be deemed or construed to constitute the Company a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

ARTICLE II

MEMBERS

2.1. Initial Members. The initial Members of the Company are listed on Schedule I of this Agreement, and the addresses of such initial Members are as set forth on such Schedule I. As of the date hereof, there are no other Members of the Company and no other person (other than Preferred and Winton acting pursuant to delegated authority as contemplated by Section 6.3 and 8.4 respectively) has any right to take part in the management (except as contemplated in the second and fourth recitals to this Agreement) or ownership of the Company.

2.2. Admission of Additional Members. Additional Members of the Company may only be admitted if (i) such proposed Members are “commodity pools” of which Preferred is the sole managing owner (if such “commodity pools” are United States trusts) or sole trading manager (if such “commodity pools” are foreign corporations) or the functional equivalent thereof and (ii) such proposed Members are no longer accepting additional investments, (iii) such pools contributing to the Company will be managed exclusively pursuant to the WCM Program, and (iv) the admission of such additional Members is approved by Majority Vote of the Voting Members.

If a new Member is admitted to the Company, the books and records of the Company (including Schedule I hereto) shall be amended to reflect such addition, as contemplated by Section 18-301 of the Act.

4

2.3. Classes of Members. There shall be two classes of Members: Voting Members and Non-Voting Members. All United States persons which are admitted as Members shall be admitted as Voting Members, and all foreign persons which are admitted as Members shall be admitted as Non-Voting Members.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1. Initial Capital Contributions. Each initial Member shall contribute to the capital (a “Capital Contribution”) of the Company, as of January 1, 2007 the amount set forth as such Member’s initial capital contribution (“Initial Capital Contribution”) on Schedule I. Such Initial Capital Contributions may include, provided the necessary regulatory approvals are obtained, open futures positions (and will include open forward positions), as well as cash (U.S. dollars in immediately available funds). If any Initial Capital Contribution includes open futures and forward positions that are not “Section 1256 contracts” as defined in Section 1256(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Non-Section 1256 Contracts”), the tax basis and fair market values of such Non-Section 1256 Contracts shall be set forth on Schedule I.

3.2. Initial Membership Interests. Upon making the Initial Capital Contribution specified on Schedule I, each Member shall be entitled to the Membership Interest (Voting or Non-Voting, as the case may be) set forth opposite such Member’s name on Schedule I.

3.3. No Further Required Capital Contributions. No Member shall be obligated to make any Capital Contributions to the Company or be subject to any form of capital call or assessment with respect to such Member’s Membership Interest.

3.4. Additional Capital Contributions. Additional Capital Contributions of existing Members may be made, unless objected to by a Majority Vote of the Voting Members, at any time; provided, that the Member making such additional Capital Contribution has done so pursuant to the Advisory Agreement and has received the approval of Winton that Winton is willing to manage such additional capital.

The initial capital contributions of Members admitted pursuant to Section 2.2 shall require the approval of the majority vote of the Voting Members. Schedule I shall be appropriately amended to reflect any such capital contributions.

3.5. Additional Capital Contributions Permitted Only In Cash. All additional Capital Contributions to the Company, whenever made, shall be made exclusively in U.S. dollars and in immediately available funds. Open futures and forward positions may, if at all, only be accepted as Capital Contributions at the time of an initial Member’s initial capital contribution, and only subject to receipt of all necessary regulatory approvals and such Member shall provide the company with the tax basis and fair market value of any Non-Section 1256 Contracts contributed to the Company.

5

3.6. Capital Accounts. (a) A capital account (“Capital Account”) shall be established and maintained for each Member on the books of the Company. The initial balance in each Member’s Capital Account shall equal such Member’s initial capital contribution. Each Member’s Capital Account (i) shall be increased by (A) the amount of any additional Capital Contribution made by that Member, and (B) allocations to that Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations, and (ii) shall be decreased by (A) the amount of cash distributed to that Member by the Company, (B) allocation of commissions, fees and expenses pursuant to Section 4.2, (C) allocations to that Member of expenditures described under Section 705(a)(2)(B), and (D) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

(b) In addition to the adjustments required by the foregoing provisions of this Section 3.6, the Capital Accounts of the Members shall be adjusted in accordance with the capital account maintenance rules of Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

(c) Except as otherwise provided herein, whenever it is necessary to determine the Capital Account of any Member for purposes of this Agreement, the Capital Account of such Member shall be determined after giving effect to (i) all Capital Contributions made to the Company on or after the date of such Member’s initial capital contribution, (ii) all allocations of income, gain, deduction and loss for operations and transactions effected on or after the date of such Member’s initial capital contribution and prior to the date such determination is required to be made under this Agreement and (iii) all distributions made on or after the date of such Member’s initial capital contribution.

(d) The Capital Accounts of the Members shall be determined, and allocations of Company income, gain, loss and deduction made (and adjustments made to reflect additional Capital Contributions or withdrawals, if any), as of the close of business on every Friday and on December 31 of each year; provided that Preferred may, pursuant to the authority delegated to it pursuant to Section 6.3, cause the current accounting period for the Company to end and a new accounting period for the Company to begin at such other time or times as Preferred may, in its discretion, determine.

(e) The foregoing provisions of this Section 3.6 are intended to comply with Section 1.704-1(b)(2)(iv) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Voting Members, by Majority Vote, shall determine that it is prudent to modify the manner in which the Capital Accounts are computed in order to comply with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, the Voting Members, by Majority Vote, may make such modification, provided that such modification is not likely to have a material effect on the amounts allocable to any Member, Voting or Non-Voting.

3.7. Return of Capital Contributions. Except as otherwise provided in Section 5.2 or in the Act, no Member shall have the right to withdraw, or receive any return of, all or any portion of such Member’s Capital Contribution. No Member shall have the right to receive any assets upon withdrawal of any or all of such Member’s Capital Accounts, other than U.S. dollars.

6

3.8. Interest. No interest shall be paid by the Company on Capital Contributions or on balances in Members’ Capital Accounts, although Members’ Capital Accounts shall, as provided herein, be allocated their pro rata share of all interest earned by the Company.

3.9. Distributions. Any distributions made by the Company must be made, except as may be necessary to ensure that the assets of the Company not be deemed to constitute “plan assets” within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”) and that the Company will continue to satisfy the requirements of a “qualified electing fund” under Section 988 of the Code, pro rata among all Members based on their respective Membership Interests. The Company does not intend to make any distributions.

ARTICLE IV

ALLOCATIONS AND DISTRIBUTIONS

4.1. Allocations of Gross Income, Gain and Loss for Financial Purposes. Financial income, gain and loss from the Company’s operations, prior to the allocations of commissions, fees and expenses prescribed in Section 4.2, shall be allocated to the Members as of the end of each accounting period (as contemplated by Section 3.6(d)) in accordance with the ratio of the balance in each such Member’s Capital Account — unreduced by any accrued but unpaid fees or expenses — as of the beginning of such accounting period to the aggregate of such balances in all such Members’ Capital Accounts as of the beginning of such accounting period (such ratio to equal such Member’s “Company Percentage”).

4.2. Allocation of Commissions, Fees and Expenses for Financial Purposes. Following the allocation of Company income, gain and loss among the Members’ respective Capital Accounts, as provided in Section 4.1, Preferred shall calculate the brokerage commissions, advisory fees, administrative fees and other expenses due from the Company to third parties, in respect of the Company’s trading on behalf of the respective Members (the Company being subject to different commissions and fees in respect of its trading as allocable to the various different Members). Such commissions, fees and expenses shall be specially allocated as of the end of each accounting period (not pro rata based on the Members’ Company Percentages) to, and deducted from, the appropriate Members’ Capital Accounts and paid out by the Company.

The Company shall, upon each Member’s investment in the Company, assume the obligations to make all payments due in respect of or attributable to such Member’s WCM Program trading account. Preferred, as administrator of the Company, shall determine the amounts of all such payments, and these shall become obligations and expenses of the Company, not of any such Member, although the commissions, fees and expenses attributable to a particular Member’s trading pursuant to the WCM Program may be specially allocated to such Member’s Capital Account. As provided in Section 9.2, Preferred shall indemnify and hold harmless each Member from any commissions, fees and expenses which may be allocated to such Member’s Capital Account, but which should have been specially allocated to another Member’s Capital Account.

7

4.3. Tax Allocations. (a) Items of income, gain, loss, deduction and credit from the Company’s operations shall be allocated to the Members in such manner as Preferred, acting pursuant to the administrative authority delegated to it pursuant to Section 6.3, and pursuant to the Administrative Services Agreement by and between Preferred and the Company, executed and delivered pursuant to said Section 6.3, may determine shall equitably reflect the financial allocations made pursuant to Section 4.1 and Section 4.2. Preferred may, in effecting such tax allocations, allocate gain and loss separately and not on a netted basis, if Preferred believes that doing so would be more consistent with the manner in which the Voting Members intend to allocate the tax effects of their investment in the Company among their respective unitholders.

(b) The allocation of profit and loss for federal income tax purposes set forth herein is intended to allocate taxable profit and loss among Members generally in the ratio and to the extent that profit and loss are allocated to such Members so as to eliminate, to the extent possible, any disparity between a Member’s financial and its tax allocations, consistent with principles set forth in Section 704(c) of the Code, and the Tax Matters Member may select any permissible method under Section 704(c) of the Code to make the allocations required to eliminate any disparity between a Member’s book capital account and tax capital account.

(c) The Company intends to allocate taxable profit and loss in a manner consistent with Section 704(b) of the Code, including, without limitation, a “Qualified Income Offset.”

(d) The allocations of profit and loss of the Members shall not exceed the allocations permitted under Subchapter K of the Code, as determined by Preferred, whose determination shall be binding.

4.4. Limitations on Loss Allocation. Notwithstanding any other provision of this Agreement to the contrary, no item of loss or deduction of the Company shall be allocated to a Member if such allocation would result in a negative balance in such Member’s Capital Account. Such loss or deduction shall be allocated first among the Members with positive balances in their Capital Accounts in proportion to (and to the extent of) such positive balances, and thereafter in accordance with their interests in the Company as determined under Section 1.704-1(b)(3) of the Treasury Regulations.

4.5. Costs of Effecting Allocations. Preferred shall bear, without reimbursement from the Company (other than in respect of administrative fees due from the Company to Preferred pursuant to Section 6.3 and the Administrative Services Agreement therein contemplated), all costs and expenses related to effecting the Company’s tax and financial allocations.

4.6. Members’ Tax Liabilities. Although not a Member of the Company, Preferred is hereby authorized by all Members to withhold or withdraw from each Member’s Capital Account any amount which Preferred reasonably believes may be owing by the Company to any federal or state tax authority in respect of such Member’s investment in the Company. Any such withholding or withdrawal shall reduce each affected Member’s Membership Interest and Company Percentage until such time, if any, as the amount of any such withholding or withdrawal is returned in whole or in part, to such Member’s Capital Account.

8

ARTICLE V

TRANSFERS AND ASSIGNMENTS PROHIBITED; WITHDRAWALS

5.1. Transfers and Assignments Prohibited. No Member may transfer or assign all or any part of its Membership Interest to any other party (including, without limitation, to any other Member) without the unanimous consent of all Members, Voting and Non-Voting. Any transferee which is permitted to acquire a Membership Interest pursuant to any such unanimous consent shall be admitted to the Company as a Member (no transferee or assignee of a Membership Interest shall be recognized which does not itself become a Member) and shall succeed to the Capital Account or portion thereof transferred or assigned, as if (insofar as the Company’s accounting is concerned) no such transfer or assignment had occurred.

Only “commodity pools” of which Preferred is either the managing owner (or its functional equivalent in another type of entity) or the trading manager, which are no longer accepting additional investments, shall be eligible transferees or assignees of Membership Interests. Only domestic statutory trusts of which Preferred is the manager owner (or its functional equivalent in another type of entity) shall be eligible transferees or assignees of Voting Membership Interests, and only foreign corporations of which Preferred is the trading manager (or its functional equivalent in another type of entity) shall be eligible transferees or assignees of Non-Voting Membership Interests.

No “commodity pool,” even if otherwise qualified for admission as a Member pursuant to the preceding paragraph, shall be eligible for such admission if such “commodity pool” continues to be engaged — either directly or indirectly through accepting investments from “feeder funds” or similar entities — in the distribution of interests in such “commodity pool” (whether on a public or private basis).

The limitations set forth in the preceding two paragraphs may be amended by a Majority Vote of the Voting Members, but only provided that, in doing so, such Voting Members explicitly agree that in their good faith judgment the admission of entities otherwise proscribed under the foregoing paragraphs as Members will not expose any other Member to any additional risk or potential liability.

5.2. Withdrawals. A Member may withdraw all or any portion of its Capital Account at any time upon ten (10) calendar days’ notice to Preferred or such lesser period of notice as Preferred may approve. There shall be no penalty or fee assessed upon any such withdrawal. Preferred shall itself reimburse the Company for any cost or expense which the Company may incur as a result of the processing of any such withdrawal, so that such cost or expense will in no respect reduce any Member’s Capital Account.

All withdrawals shall be paid exclusively in cash (U.S. dollars in immediately available funds) and within ten (10) business days of the effective date of withdrawal. No interest shall accrue on any withdrawal proceeds while held by the Company pending payment out to the withdrawing Member, provided that such payment is made within such ten (10) business-day period.

9

Although Members shall be entitled to withdraw from the Company at any time, all Members agree to use best efforts to withdraw capital from the Company only as of a Friday.

ARTICLE VI

MANAGEMENT OF THE COMPANY

6.1. Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Voting Members.

6.2. General Powers of Voting Members. Except as may otherwise be expressly provided in this Agreement, the Voting Members shall have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company. The Voting Members shall, subject to the provisions hereof, possess all power, on behalf of the Company, to do or authorize the Company to do all things necessary or convenient to carry out the business and affairs of the Company.

6.3. Delegation of Administrative Authority. The Voting Members shall manage the Company to the exclusion of the Non-Voting Members. However, the Voting Members herewith delegate (under the ultimate supervision and authority of the Voting Members) authority over the administrative management of the Company to Preferred, to the same extent and with the same effect as Preferred is given authority over the administrative management of each Voting Member, in Preferred’s capacity as managing owner of such Voting Member (or its functional equivalent in another form of entity).

In connection with the delegation of administrative authority for the Company to Preferred as contemplated by this Section 6.3, each officer of Preferred is hereby designated as an officer of the Company, to serve, without compensation, at the pleasure of the Majority Vote of the Voting Members. Successors or replacements to the foregoing officers shall be made by the Majority Vote of the Voting Members.

In performing administrative services for the Company — which Preferred shall do in consideration of Preferred’s receipt of an administrative fee from the Company, as provided in the Administrative Services Agreement by and between the Company and Preferred, as well as in consideration of Preferred continuing to act as managing owner of the Voting Members and trading manager of the Non-Voting Members (or in a functionally equivalent capacity). Preferred shall act as an independent contractor and not in any respect as a “manager” of the Company within the meaning of the Act.

6.4. Delegation of Trading Authority. Pursuant to an Advisory Agreement dated as of November 20, 2006 by and among the Company, Preferred and Winton, the Company (with the unanimous approval of the Members as evidenced by their signatures to this Agreement) has appointed Winton as the sole trading advisor to the Company, with authority and direction to manage the Company’s commodity interest trading pursuant to the WCM Program, as such Portfolio may change and develop from time to time, all as contemplated by said Advisory Agreement.

10

In acting as the sole trading advisor to the Company, Winton shall act as an independent contractor and not in any respect as a “manager” of the Company within the meaning of the Act.

Each Member, in consideration of such Member being admitted to the Company, agrees, acknowledges and approves the terms of the Advisory Agreement dated as of November 20, 2006 by and among the Company, Winton and Preferred.

6.5. Standard of Care; Liability. Each Member shall discharge its duties under this Agreement in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner it reasonably believes to be in, or not opposed to, the best interests of the Company. A Member will not be liable for any monetary damages to the Company for any breach of such duties except for receipt of a financial benefit to which the Member is not entitled; voting for or assenting to a distribution to Members in violation of this Agreement or the Act; or a knowing violation of the law.

The standard of care set forth in this Section 6.5 and applicable to the Members shall in no respects qualify, restrict or limit the standard of care applicable to Preferred as managing owner or trading manager of such Members (or in a functionally equivalent capacity), as otherwise provided by and among such Members, respectively, and Preferred.

6.6. Limitations on Powers of Members. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Members or any additional powers provided by law; provided, that the Non-Voting Members may in no event participate in any respect in the management of the Company.

Notwithstanding the foregoing, no Member may cause the Company to become engaged or involved in any business other than the speculative trading of commodity interests pursuant to the Portfolio under the direction of Winton without the consent of all Members, Voting and Non-Voting. Furthermore, no Member or Members, Voting or Non-Voting, may reduce or modify (except as contemplated pursuant to a withdrawal of capital as permitted under Section 5.2) the economic interest of any other Member or Members (including the percentage of profits, losses or distributions, the tax allocations and the indemnities to which such Member is entitled hereunder) or such other Member’s or Members’ ability to withdraw from the Company other than with the express written consent of the affected Member or Members.

Any modification of Sections 1.7, 3.3, 3.5, Article IV, Article V and this Section 6.6 shall require unanimous consent of all Members, Voting and Non-Voting.

6.7. Other Business. The Members may engage in or possess an interest in other business ventures, by virtue of this Agreement or any relationships created or deemed created hereby, of every kind and description, independently or with others. Neither the Company nor the Members shall have any rights in or to such independent ventures of the Members or the income or profits therefrom.

11

ARTICLE VII

OWNERSHIP OF COMPANY PROPERTY

Company property shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company property or any portion thereof. Title to any or all Company property may be held in the name of the Company or one or more nominees, as the Voting Members by Majority Vote may determine. All Company property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company property is held.

ARTICLE VIII

FISCAL MATTERS; BOOKS AND RECORDS

8.1. Bank Accounts; Investments. Capital Contributions, revenues and any other Company funds shall, as directed by Preferred, be deposited by the Company in trading accounts (whether “regulated” or “unregulated”) established in the name of the Company. As provided by Rule 4.20(c) of the Commodity Futures Trading Commission (the “CFTC”), no other funds shall be deposited into the Company’s trading accounts or commingled with Company investments. Funds deposited in the Company’s trading accounts may be withdrawn only to be invested in furtherance of the Company’s purposes, to pay Company debts or obligations or to be distributed to the Members pursuant to this Agreement.

8.2. Records Required by Act; Right of Inspection. (a) During the term of the Company’s existence and for a period of six (6) years thereafter, there shall be maintained in the Company’s principal office specified pursuant to Section 1.5(c) all records required to be kept pursuant to the Act and the CEA, including, without limitation, a current list of the names, addresses, Membership Interests and Company Percentages held by each of the Members (including the dates on which each of the Members became a Member), copies of federal, state and local information or income tax returns for each of the Company’s tax years, copies of this Agreement and the Certificate of Formation, including all amendments or restatements, and correct and complete books and records of account of the Company.

(b) On written request stating the purpose, a Member may examine and copy in person, at any reasonable time, and at the Member’s expense, records required to be maintained under the Act and the CEA and such other information regarding the business, affairs and financial condition of the Company as such Member may reasonably request. Upon written request by any Member made to the Company at the address of the Company’s principal office specified in Section 1.5(c), the Company shall provide to the Member without charge true copies of (i) this Agreement and the Certificate of Formation and all amendments or restatements, and (ii) any of the tax returns of the Company described above.

The provisions of this Section 8.2(b) shall in no event be construed so as to provide any investor in any Member with any greater access (on a direct or derivative basis) to the books and records of, or to information concerning, such Member than would such investor under the constituent documents of such Member. In no event shall any provision hereof be interpreted so as to permit any investor in any Member to obtain any information relating to another Member (except as may otherwise be required by law).

12

8.3. Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting and on a basis consistent with appropriate provisions of the Code.

8.4. Tax Returns and Information. The Members intend for the Company to be treated as a partnership for tax purposes. The Company shall prepare or cause there to be prepared all federal, state and local income and other tax returns that the Company is required to file. As promptly as practicable after the end of each calendar year, the Company shall send or deliver to each person who was a Member at any time during such year such tax information as shall be reasonably necessary for the preparation by such person of such person’s federal income tax return, state income and any other applicable tax returns.

8.5. Delivery of Financial and Tax Information to Members. Each of the Members is itself an investment fund and each of the Voting Members, as a United States trust, must furnish tax information on an annual basis to each of its investors. Preferred, as administrator of the Company, undertakes to supply to all Members, on a timely basis, all financial and tax information relating to each such Member’s investment in the Company as each such Member is required, or reasonably wishes, to provide to its investors. The cost of providing such information shall be solely for the account of Preferred except as may be otherwise provided in writing between a particular Member and Preferred.

8.6. Audits. The fiscal year-end financial statements and the financial statements to be delivered pursuant to Section 10.5 shall be audited. The audit shall be performed by an accounting firm approved by the Majority Vote of the Voting Members, which may be the same such firm as is used by one or more such Members. The Company shall arrange, at the expense of Preferred, for sufficient information to be made available to each Member that such Member may itself obtain an audit of such Member’s own financial statements, in full compliance with all applicable CFTC requirements.

8.7. Fiscal Year. The Company’s fiscal year shall end on December 31 of each calendar year.

8.8. Tax Elections. The Company shall make the following elections on the appropriate tax returns:

(a) to adopt the calendar year as the Company’s fiscal year;

(b) to adopt the accrual method of accounting, and to keep the Company’s books and records on the basis of such method;

(c) to be a “qualified electing fund” (if possible) under Section 988 of the Code; and

(d) any other election the Voting Members may, by Majority Vote, deem appropriate and in, or not opposed to, the best interests of the Members.

13

Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law.

8.9. Tax Matters Member. The Members shall designate one Member to be the “tax matters partner” (the “Tax Matters Member”) of the Company pursuant to Section 6231(a)(7) of the Code. Such Member shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Section 6223 of the Code. Such Member shall inform each other Member of all significant matters that may come to its attention in its capacity as “Tax Matters Member” by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. Such Member may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the Majority Vote of the Voting Members but this sentence does not authorize such Member to take any action left to the determination of an individual Member under Sections 6222 through 6232 of the Code. The initial Tax Matters Member shall be Diversified Futures Trust I. Diversified Futures Trust I hereby appoints Preferred to perform all necessary administrative procedures for and on behalf of Diversified Futures Trust I, as Tax Matters Member of the Company.

8.10. Regulatory Reporting. The Company’s Voting Members are each subject to various regulatory and investor reporting requirements imposed by the CFTC. The Company itself may also be so subject. Preferred, as administrator of the Company, shall be responsible for ensuring that all such reporting requirements are duly met and complied with at no additional cost to the Company.

ARTICLE IX

INDEMNIFICATION

9.1. Indemnification by the Members. Each of the Members agrees that the various indemnifications which they have provided to Preferred, as either the managing owner or the trading manager of such Member or in a functionally equivalent capacity, as the case may be, shall be equally applicable to the component of such Member’s operations attributable to its investment in the Company. However, such investment shall in no respect increase the indemnification obligation of any Member towards Preferred or any “related or associated party.”

9.2. Indemnification by Preferred of the Members. Preferred shall indemnify and hold harmless each Member from and against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them as a result of such Member having invested in the Company rather than maintained an individual WCM Program trading account in such Member’s own name.

14

ARTICLE X

DISSOLUTION AND WINDING UP

10.1. Events Causing Dissolution. The Company shall be dissolved upon the first of the following events to occur:

(a) December 31, 2056;

(b) The written consent of all Members (Voting and Non-Voting) at any time to dissolve and wind up the affairs of the Company;

(c) The death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company, unless there are at least two remaining Members and the business of the Company is continued by the consent of all remaining Members (Voting and Non-Voting) within 10 days following the occurrence of any such event; or

(d) The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

10.2. Winding Up. If the Company is dissolved pursuant to Section 10.1, the Company’s affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

(a) The winding up of the Company’s affairs shall be supervised by Preferred, as liquidator, or such other entity as may be selected by the Majority Vote of the Voting Members.

(b) In winding up the affairs of the Company, the liquidator shall have full right and unlimited discretion, in the name of and for and on behalf of the Company to:

(i) prosecute and defend civil, criminal or administrative suits;

(ii) collect Company assets, including obligations owed to the Company;

(iii) settle and close the Company’s business;

(iv) close out all open commodity interest positions held in the name of the Company, having due regard for the activity and condition of the relevant market and general financial and economic conditions;

(v) pay all reasonable costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company property;

(vi) discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

15

(vii) distribute any remaining assets of the Company to the Members as contemplated by Section 10.4;

(viii) prepare, execute, acknowledge and file articles of dissolution under the Act and any other certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Company;

(ix) assist the former Members, to the extent that they so request, in establishing individual WCM Program trading accounts, to be maintained in their own names; and

(x) exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the liquidator to perform its duties and functions.

10.3. Compensation of Liquidator. The liquidator, if Preferred, shall act without compensation. If the liquidator is not Preferred, the compensation due to the liquidator shall be as agreed to by the Majority Vote of the Voting Members and shall be allocated pro rata among all Members as based on their respective Company Percentages.

10.4. Distribution of Company Property. (a) Upon completion of all desired sales of Company property, and after payment of all selling costs and expenses, the liquidator shall distribute the proceeds of such sales, and any Company property that is to be distributed in kind, to the following groups in the following order of priority:

(i) to satisfy Company liabilities to creditors, whether by payment or establishment of reserves; and

(ii) to the Members, in accordance with the positive balances in their respective Capital Accounts determined after allocating all items for all periods prior to and including the date of distribution.

All distributions required under this Section 10.4 shall be made to the Members by the end of the taxable year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation.

(b) If the assets available for disposition pursuant to Section 10.4(a)(ii) are insufficient to dispose of all of the claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or the respective Capital Account balances of each Member in such group.

10.5. Final Audit. Within a reasonable time following the completion of the liquidation (and, in all events, in full compliance with all applicable CFTC rules), the liquidator shall supply to each of the Members a statement that shall set forth the assets and the liabilities of the Company as of the date of complete liquidation and each Member’s portion of the distributions made pursuant to Section 10.4.

16

10.6. Deficit Capital Accounts. As contemplated by Section 4.4, notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Member results from or is attributable to deductions and losses of the Company, or distributions of money pursuant to this Agreement to all Members in proportion to their respective Membership Interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s Capital Account to zero.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1. Approval of Administration Agreement. The Company and Preferred have entered into an Administrative Services Agreement with Preferred as contemplated by Section 6.3. Each Member herewith expressly approves and consents to such Agreement as a condition of such Member’s admission to the Company.

11.2. Interpretation. The Company has been formed with the specific intent of permitting the Members to consolidate their trading pursuant to the WCM Program in accordance with the Securities and Exchange Commission No-Action Letter, The Managed Futures Association (publicly available July 15, 1996). This No-Action Letter contemplates that “commodity pools” such as the Members could consolidate their commodity interest trading through investing in entities such as the Company without thereby becoming subject to the Company Act. The terms and operations of the Company are intended to be, and are to be interpreted so as to be, in full compliance with the intent as well as the particular requirements of such No-Action Letter. Other than in respect of permitting such consolidated trading, the Members’ investment in the Company is intended to have no effect upon the Members which differs in any respect from their continuing to maintain individual WCM Program trading accounts, and this Agreement is to be interpreted so as to achieve this result.

This Agreement shall be deemed to be amended ab initio in whatever manner it may be determined by Majority Vote of the Voting Members to be necessary or advisable to ensure compliance with the requirements of the foregoing No-Action Letter and that none of the Members, solely as a result of investing in the Company, has become an “investment company” within the meaning of the Company Act.

11.3. “Commodity Pool” Status of the Company. It is unclear whether the CFTC will require the Company to report its operations on the basis that it is a “commodity pool” on a stand-alone basis, as opposed to having the respective attributable results of their investments in the Company reflected in the performance reports of the Members. Preferred, as administrator of the Company, shall be responsible, at Preferred’s own cost and expense, for all CFTC-required reporting of the Company, and shall ensure that the Company is operated in full compliance with all substantive requirements (as opposed to procedural or reporting requirements, which the CFTC might waive) relating to the operation of “commodity pools.”

17

11.4. Compliance with the “Blue Sky” Guidelines. The Voting Members are each “commodity pools” which were publicly offered in the United States and which, accordingly, were structured in respect of certain of their business terms so as to comply with the “Guidelines for the Registration of Commodity Pool Programs” (the “Guidelines”) promulgated by the North American Association of Securities Administrators, Inc. It is the express intent of all Members that the investment by the Voting Members in the Company, and the terms of this Agreement, in no respect whatsoever permit the Voting Members to act in a manner inconsistent with the Guidelines (except as may have been previously agreed to by a Voting Member with the state securities administrators, as reflected in such Voting Member’s constituent documents), and this Agreement is in all respects to be interpreted in a manner consistent with such intent.

11.5. Organizational and Maintenance Expenses. Preferred shall pay, without reimbursement from the Company or any Member, all organizational costs relating to the formation of the Company as well as all ongoing costs of maintaining the Company as a Delaware limited liability company and a foreign limited liability company (if and as applicable), in each case in good standing.

11.6. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

11.7. Entire Agreement. This Agreement (which refers to and must be interpreted in light of certain agreements among the respective Members, Preferred, Winton and others as contemplated herein) constitutes the entire agreement among the parties hereto and contains all of the agreements among such parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements, either oral or written, between such parties with respect to the subject matter hereof.

11.8. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

11.9. Amendment. Except as expressly provided to the contrary herein (for example, in Sections 5.1 and 6.6), this Agreement may be amended by, and only by, a written agreement executed by all Voting Members.

11.10. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

18

11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 11.11. IN PARTICULAR, THIS AGREEMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE ACT AND THE CERTIFICATE OF FORMATION. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE MANDATORY PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL.

11.12. Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any person in the performance by that person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company. Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.13. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions. For greater certainty and not by way of limitation, each Member agrees to take all steps and perform such additional acts as the CFTC or the Securities and Exchange Commission, respectively, may deem to be necessary or appropriate in connection with the consolidation of the Members’ respective WCM Program trading accounts into the sole trading account of the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

19

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written, to be effective on the date first above written.

WCM POOL LLC
By:	Diversified Futures Fund LP, a Member
	By:	Preferred Investment Solutions Corp.,
		its General Partner
	By:	/s/ Esther E. Goodman
		Name: Esther E. Goodman
		Title: Senior Executive Vice President and           Chief Operating Officer
By:	Diversified Futures Trust I, a Member
	By:	Preferred Investment Solutions Corp.,
		its Managing Owner
	By:	/s/ Esther E. Goodman
		Name: Esther E. Goodman
		Title: Senior Executive Vice President and           Chief Operating Officer
By:	Kenmar Global Trust, a Member
	By:	Preferred Investment Solutions Corp.,
		its Managing Owner
	By:	/s/ Esther E. Goodman
		Name: Esther E. Goodman
		Title: Senior Executive Vice President and           Chief Operating Officer

20

Schedule I

MEMBERS AND INITIAL CAPITAL CONTRIBUTIONS

Initial Positions Transferred

Capital Contribution (see attached Cash schedule)

Member	Initial Company Percentage	Non-Voting Membership Interest	Voting Membership Interest
Diversified Futures Fund LP	$	%	X
Diversified Futures Trust I	$	%	X
Kenmar Global Trust	$	%	X

The address of all the Members is Preferred Investment Solutions Corp., 900 King Street, Suite 100, Rye Brook, NY 10573; telephone: (914) 307-7000.

21

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1

TO

ORGANIZATION AGREEMENT

OF

WCM POOL LLC

AMENDMENT NO. 1 (this “Amendment”) dated as of March 30, 2007 by and among DIVERSIFIED FUTURES FUND, L.P. (“DFFLP”), DIVERSIFIED FUTURES TRUST I (“DFTI”), KENMAR GLOBAL TRUST (“KGT”) and FUTURES STRATEGIC TRUST (“FST”) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the “Agreement”).

WHEREAS, DFFLP, DFTI and KGT are the sole members of WCM Pool LLC (the “Company”), which was formed as a means of consolidating the commodity interest trading of DFFLP, DFTI and KGT; and

WHEREAS, FST is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities); and

WHEREAS, FST will be managed pursuant to the Diversified Program of Winton Capital Management Limited, a United Kingdom company; and

WHEREAS, FST desires to acquire a Voting Membership Interest in the Company and become a Voting Member of the Company; and

WHEREAS, Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission, is the sole managing owner and/or general partner of each of DFFLP, DFTI, KGT and FST and, pursuant to Section 18-407 of the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), Preferred has been delegated administrative authority over the operations of the Company; and

NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Agreement shall be amended as follows:

1. Effective close of business on March 30, 2007 FST shall acquire a Voting Membership Interest in the Company and shall become a Voting Member of the Company.

2. All other provisions of the Agreement shall remain in full force and effect.

3. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION. IN PARTICULAR, THIS AMENDMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE ACT AND THE CERTIFICATE OF FORMATION OF THE COMPANY. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AMENDMENT AND THE MANDATORY

1

PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL.

4. This Amendment may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written, to be effective on the date first above written.

DIVERSIFIED FUTURES FUND, LP
By:	Preferred Investment Solutions Corp.,
	its General Partner
	By:	/s/ Esther E. Goodman
		Name: Esther E Goodman
		Title: Senior Executive Vice President and
		Chief Operating Officer

DIVERSIFIED FUTURES TRUST I
By:	Preferred Investment Solutions Corp.,
	its Managing Owner
	By:	/s/ Esther E. Goodman
		Name: Esther E Goodman
		Title: Senior Executive Vice President and
		Chief Operating Officer

KENMAR GLOBAL TRUST
By:	Preferred Investment Solutions Corp.,
	its Managing Owner
	By:	/s/ Esther E. Goodman
		Name: Esther E Goodman
		Title: Senior Executive Vice President and
		Chief Operating Officer

FUTURES STRATEGIC TRUST
By:	Preferred Investment Solutions Corp.,
	its Managing Owner
	By:	/s/ Esther E. Goodman
		Name: Esther E Goodman
		Title: Senior Executive Vice President and
		Chief Operating Officer

3

EX-10.3

Exhibit 10.3

AMENDMENT NO. 2

TO

ORGANIZATION AGREEMENT

OF

WCM POOL LLC

AMENDMENT NO. 2 (this “Amendment”) dated as of March 31, 2009 by and among DIVERSIFIED FUTURES TRUST I (“DFT I”), KENMAR GLOBAL TRUST (“KGT”), FUTURES STRATEGIC TRUST (“FST”), WORLD MONITOR TRUST II – SERIES D (“WMT II–D”) and WORLD MONITOR TRUST II – SERIES F (“WMT II–F”) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the “Agreement”), as amended by Amendment No. 1 dated March 30, 2007.

WHEREAS, DFT I, KGT and FST are the sole members of WCM Pool LLC (the “Company”), of which the purpose is to consolidate the commodity interest trading of DFT I, KGT and FST; and

WHEREAS, WMT II–D and WMT II–F are no longer engaged in the distribution of its units of beneficial interest; and

WHEREAS, WMT II–D and WMT II–F will be managed pursuant to the Diversified Program of Winton Capital Management Limited, a United Kingdom company; and

WHEREAS, WMT II–D and WMT II–F desire to acquire a Voting Membership Interest in the Company and become Voting Members of the Company; and

WHEREAS, Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission, is the sole managing owner of each of DFTI, KGT, FST, WMT II-D and WMT II-F and, pursuant to Section 18-407 of the Delaware Limited Liability Company Act, 6 Del. C. §18-101 et seq. (the “Act”), Preferred has been delegated administrative authority over the operations of the Company; and

NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Agreement shall be amended as follows:

1. Effective close of business on March 31, 2009, WMT II-D and WMT II-F shall acquire Voting Membership Interests in the Company and shall become Voting Members of the Company.

2. All other provisions of the Agreement shall remain in full force and effect.

3. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LOCAL, INTERNAL LAWS OF THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATION OF THE FEDERAL OR STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION. IN PARTICULAR,

1

THIS AMENDMENT IS INTENDED TO COMPLY WITH THE REQUIREMENTS OF THE ACT AND THE CERTIFICATE OF FORMATION OF THE COMPANY. IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE PROVISIONS OF THIS AMENDMENT AND THE MANDATORY PROVISIONS OF THE ACT OR ANY PROVISION OF THE CERTIFICATE OF FORMATION, THE ACT AND THE CERTIFICATE OF FORMATION, IN THAT ORDER OF PRIORITY, WILL CONTROL.

4. This Amendment may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written, to be effective on the date first above written.

DIVERSIFIED FUTURES TRUST I		WORLD MONITOR TRUST II – SERIES D
By:	Preferred Investment Solutions Corp.,	By:	Preferred Investment Solutions Corp.,
	its Managing Owner		its Managing Owner
By:	/s/ Esther E. Goodman	By:	/s/ Esther E. Goodman
	Name: Esther E. Goodman		Name: Esther E. Goodman
	Title:   Senior Executive Vice President		Title:   Senior Executive Vice President
	and Chief Operating Officer		and Chief Operating Officer

KENMAR GLOBAL TRUST		WORLD MONITOR TRUST II – SERIES F
By:	Preferred Investment Solutions Corp.,	By:	Preferred Investment Solutions Corp.,
	its Managing Owner		its Managing Owner
By:	/s/ Esther E. Goodman	By:	/s/ Esther E. Goodman
	Name: Esther E. Goodman		Name: Esther E. Goodman
	Title:   Senior Executive Vice President		Title:   Senior Executive Vice President
	and Chief Operating Officer		and Chief Operating Officer

FUTURES STRATEGIC TRUST
By:	Preferred Investment Solutions Corp.,
	its Managing Owner
By:	/s/ Esther E. Goodman
	Name: Esther E. Goodman
	Title:   Senior Executive Vice President
	and Chief Operating Officer

2

EX-10.4

Exhibit 10.4

ADVISORY AGREEMENT

ADVISORY AGREEMENT (the “Agreement”) dated as of the 20th day of November, 2006, by and among WCM POOL LLC, a Delaware limited liability company (the “Company”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Administrator”), and WINTON CAPITAL MANAGEMENT LIMITED, a company registered in England and Wales (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of futures, forward and options contracts with respect to commodities. Other transactions also may be effected from time to time, including among others, those as more fully identified in Exhibit A hereto; the foregoing commodities and other transactions are collectively referred to as “Commodities”; and

WHEREAS, the Company is authorized and directed to utilize the services of the Advisor in connection with the Commodities trading activities of the Company; and

WHEREAS, each of the members of the Company (the “Members”) is a commodity pool of which the Administrator is the sole managing owner and/or general partners; and

WHEREAS, none of the Members currently is accepting additional investments; and

WHEREAS, each of the Members has acquired an interest in the Company; and

WHEREAS, the Advisor’s present business includes the management of Commodities accounts for its clients; and

EXECUTION VERSION

WHEREAS, the Advisor is registered as a Commodity Trading Advisor under the Commodity Exchange Act, as amended (the “CE Act”), and is a member of the National Futures Association (the “NFA”) as a Commodity Trading Advisor and will maintain such registration and membership for the term of this Agreement; and

WHEREAS, the Company and the Advisor desire to enter into this Agreement in order to set forth the terms and conditions upon which the Advisor will render and implement commodity advisory services on behalf of the Company during the term of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Duties of the Advisor.

(a) Appointment. The Company hereby appoints the Advisor, and the Advisor hereby accepts appointment, as the Company’s limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement the assets of the Company (the “Allocated Assets”) on the terms and conditions and for the purposes set forth herein. This limited power-of-attorney is a continuing power and shall continue in effect with respect to the Advisor until terminated hereunder. The Advisor shall have sole authority and responsibility for independently directing the investment and reinvestment in Commodities of the Allocated Assets for the term of this Agreement pursuant to the trading programs, methods, systems and strategies described in Exhibit A hereto, which the Company has selected to be utilized by the Advisor in trading the Allocated Assets (collectively referred to as the Advisor’s “Trading Approach”), subject to the trading policies and limitations as set forth in and attached hereto as Exhibit B (the “Trading Policies and Limitations”), as the same may be modified from time to time and provided in writing to the Advisor. The portion of the Allocated Assets to be allocated by the Advisor at any point in time to one or more of the various trading strategies

2

EXECUTION VERSION

comprising the Advisor’s Trading Approach will be determined as set forth in Exhibit A hereto, as it may be amended from time to time, with the consent of the parties, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of a new allocation, the Advisor will determine and, if required, adjust its trading in light of the new allocation.

(b) Allocation of Responsibilities. The Company will have the responsibility for the management of any portion of the Allocated Assets that are not invested in Commodities. The Advisor will use its good faith and best efforts in determining the investment and reinvestment in Commodities of the Allocated Assets in compliance with the Trading Policies and Limitations, and in accordance with the Advisor’s Trading Approach. In the event that the Company shall, in its sole discretion, determine in good faith, following consultation appropriate under the circumstances with the Advisor, that any trading instruction issued by the Advisor violates the Company’s Trading Policies and Limitations, then the Company, following reasonable notice to the Advisor appropriate under the circumstances, may override such trading instruction and shall be responsible therefor. Nothing herein shall be construed to prevent the Company from imposing any limitation(s) on the trading activities of the Company beyond those enumerated in Exhibit A if the Company determines that such limitation(s) are necessary or in the best interests of the Company, in which case the Advisor will adhere to such limitations following written notification thereof.

(c) Gains From Trading Approach. The Advisor agrees that at least 90% of the annual gross income and gain, if any, generated by its Trading Approach for the Company will be “qualifying income” within the meaning of Section 7704(d) of the Code (it being understood that such income largely will result from buying and selling Commodities and that

3

EXECUTION VERSION

the Trading Approach is not primarily intended to generate interest income). The Advisor also agrees that it will attempt to trade in such a manner as to allow non-U.S. Members (if any) to qualify for the safe harbors found in Section 864(b)(2) of the Code and as interpreted in the regulations promulgated or proposed thereunder.

(d) Modification of Trading Approach. In the event the Advisor requests to use, or the Company requests the Advisor to use, a trading program, system, method or strategy other than or in addition to the trading programs, systems, methods or strategies comprising the Trading Approach in connection with trading for the Company (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy from or to the then agreed upon Trading Approach, or a modification in the leverage employed outside the parameters described in the Advisor’s Disclosure Document attached hereto as Exhibit C), either in whole or in part, the Advisor may not do so and/or shall not be required to do so, as appropriate, unless both the Company and the Advisor consent thereto in writing.

(e) Notification of Material Changes. The Advisor also agrees to give the Company prior written notice of any proposed material change in its Trading Approach and agrees not to make any material change in such Trading Approach (as applied to the Company) over the objection of the Company, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to the Company) without prior written notification. Without limiting the generality of the foregoing, refinements to the Advisor’s Trading Approach and the deletion (but not the addition) of Commodities (other than the addition of Commodities then being traded (i) on organized domestic commodities exchanges, (ii) on foreign commodities exchanges recognized by the Commodity Futures Trading Commission (the “CFTC”) as providing customer protections comparable to those provided on

4

EXECUTION VERSION

domestic exchanges or (iii) in the interbank foreign currency market) to or from the Advisor’s Trading Approach, shall not be deemed a material change in the Advisor’s Trading Approach, and prior approval of the Company shall not be required therefor. The utilization of forward markets in addition to those enumerated in the Advisor’s Disclosure Document attached hereto as Exhibit C would be deemed a material change to the Advisor’s Trading Approach and prior approval shall be required therefor.

Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with the Company upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for the Company, provided that nothing contained in this Agreement shall require the Advisor to disclose what it deems to be proprietary or confidential information.

(f) Request for Information. The Advisor agrees to provide the Company with any reasonable information concerning the Advisor that the Company may reasonably request (other than the identity of its customers or proprietary or confidential information concerning the Trading Approach), subject to receipt of adequate assurances of confidentiality by the Company, including, but not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which the Company reasonably deems to be material to the Company; the Advisor also shall notify the Company of any such matters the Advisor, in its reasonable judgment, believes may be material to the Company relating to the Advisor and its Trading Approach. During the term of this Agreement, the Advisor agrees to provide the Company with updated monthly information related to the Advisor’s performance results within a reasonable period of time after the end of the month to which it relates.

5

EXECUTION VERSION

(g) Notice of Errors. The Advisor is responsible for promptly reviewing all oral and written confirmations its receives to determine whether the Commodities trades were made in accordance with the Advisor’s instructions. If the Advisor determines that an error was made in connection with a trade or that a trade was made other than in accordance with the Advisor’s instructions, the Advisor shall utilize its reasonable best efforts to cause the error or discrepancy to be corrected and where the error is deemed material promptly notify the Company of the material error.

(h) Liability. Neither the Advisor nor any employee, director, officer or shareholder of the Advisor, nor any person who controls the Advisor, shall be liable to the Company, the Members, the Administrator, or their respective officers, directors, shareholders, members or employees, or any person who controls any of them, or the owners of any units of beneficial interest of any series of any Member on behalf of which series such Member has acquired an interest in the Company (“Limited Owners”), or any of their respective successors or assigns under this Agreement, except by reason of acts or omissions in material breach of this Agreement or due to their willful misconduct or gross negligence or by reason of their not having acted in good faith in the reasonable belief that such actions or omissions were in the best interests of the Company; it being understood that the Advisor makes no guarantee of profit nor offers any protection against loss, and that all purchases and sales of Commodities shall be solely for the account and risk of the Company, and the Advisor shall incur no liability for trading profits or losses resulting therefrom, provided the Advisor would not otherwise be liable to the Company under the terms hereof.

6

EXECUTION VERSION

(i) Initial Allocation. Initially, and continuing until the earlier of (i) such time as the Company designates and utilizes the services of an Other Advisor (as such term is hereinafter defined) in connection with the Commodities trading activities of the Company, or (ii) such time as this Agreement is terminated in accordance with its terms, the Allocated Assets will total an amount equal to substantially all of the assets of the Company, including all cash and cash equivalents held by the Company reduced by all liabilities of the Company. The Administrator and the Company shall ensure that the trading asset level of the Company’s account managed by the Advisor is at all times fully funded, and is at no time notionally funded. Furthermore, at all times during the term of this Agreement, the Administrator shall ensure that each of the Members commits to the Company for inclusion as Allocated Assets all or substantially all of the assets allocated to the Advisor within any series of such Member on behalf of which series such Member has acquired an interest in the Company.

(j) Additional Allocations and Reallocations. Subject to Section 10(a) below, the Company may (i) allocate additional Allocated Assets to the Advisor, (ii) reallocate Allocated Assets away from the Advisor to another commodity trading advisor (an “Other Advisor”), (iii) reallocate Allocated Assets to the Advisor from an Other Advisor or (iv) allocate additional Allocated Assets to an Other Advisor. It is expressly acknowledged by the parties hereto that the Advisor currently is the sole commodity trading advisor to the Company and has been allocated 100% of the Allocated Assets. In the event the Company designates and utilizes the services of an Other Advisor in connection with the Commodities trading activities of the Company, the Company shall remove any reference to the Advisor from the Company’s name prior to any such allocation or reallocation of Allocated Assets to an Other Advisor.

(k) Delivery of Disclosure Document. The Advisor agrees to provide the Company with any amendment or supplement to the Disclosure Document attached hereto as Exhibit C (an “Update”) as soon as such Update is available for distribution following filing in final form with the CFTC and/or the NFA.

7

EXECUTION VERSION

2. Indemnification.

(a) The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor and each officer, director, shareholder and employee of the Advisor and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Company and the Administrator, jointly and severally, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and reasonable expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor or any of its officers, directors or employees relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of the Company or its role as trading advisor in respect of the Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Company; provided, however, that (i) such Losses were not the result of the gross negligence, willful misconduct or material breach of this Agreement on the part of the Advisor, its officers, directors, shareholders and employees and each person controlling the Advisor, (ii) the Advisor and its officers, directors, shareholders and employees and each person controlling the Advisor, acted in good faith and in a manner reasonably believed by it and them to be in or not opposed to the best interests of the Company and (iii) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Administrator; and provided further that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Advisor fails to notify the

8

EXECUTION VERSION

Company of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid or (B) the Company does not approve the amount of the settlement within fifteen (15) days of any such notice (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Company shall at all times have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably), and if the Company successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee must either use its best efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of the Company and the Administrator to the Indemnitee shall be the amount of said proposed settlement.

(b) Default Judgments and Confessions of Judgment. None of the foregoing provisions for indemnification shall be applicable with respect to default judgments or confessions of judgment entered into by the Indemnitee, with its knowledge, without the prior consent of the Company.

(c) Procedure. In the event that an Indemnitee under this Section 2 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such Indemnitee shall be indemnified only for that portion of the Losses incurred in such action, suit or proceeding which relates to the matters for which indemnification can be made.

(d) Expenses. Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against an Indemnitee shall be paid by the Company or the Administrator in advance of the final disposition of such action, suit or

9

EXECUTION VERSION

proceeding if (i) the legal action, suit or proceeding, if sustained, would entitle the Indemnitee to indemnification pursuant to the terms of this Section 2, and (ii) the Advisor undertakes to repay the advanced funds to the Company or the Administrator in cases in which the Indemnitee is not entitled to indemnification pursuant to this Section 2.

3. Limits on Claims. The Advisor agrees that it will not take any of the following actions against the Company or any Member: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Company or such Member in an involuntary case or proceeding under the U.S. Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Company or such Member a bankrupt or insolvent or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Company or such Member under the U.S. Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or such Member or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, (ii) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntary petition for bankruptcy.

4. Representation Agreement. The parties agree to execute a Representation Agreement substantially in the form of Exhibit D to this Agreement (the “Representation Agreement”) contemporaneously herewith.

5. Advisor Independence.

(a) Independent Contractor. The Advisor shall for all purposes herein be deemed to be an independent contractor with respect to the Company, the Administrator and

10

EXECUTION VERSION

each other commodity trading advisor that may in the future provide commodity trading advisory services to the Company and shall, unless otherwise expressly authorized, have no authority to act for or to represent the Company, the Administrator, or any other commodity trading advisor in any way, or otherwise be deemed to be a general agent, joint venturer or partner of the Company, the Administrator, or any other commodity trading advisor or in any way be responsible for the acts or omissions of the Company, the Administrator, or any other commodity trading advisor as long as it is acting independently of such persons.

(b) Unauthorized Activities. Without limiting the obligations of the Company or the Administrator set forth under this Agreement, nothing herein contained shall be deemed to require the Company or the Administrator to take any action contrary to its organizational documents or any applicable statute, regulation or rule of any exchange or self-regulatory organization.

(c) Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, acquire interests in the Members.

(d) Confidentiality. The Company and the Administrator acknowledge that the Trading Approach, including methods, models and strategies of the Advisor, is the confidential property of the Advisor. Nothing in this Agreement shall require the Advisor to disclose the confidential or proprietary details of its Trading Approach. The Company and the Administrator further agree that they will keep confidential and will not disseminate the Advisor’s trading advice to the Company, except as, and to the extent that, it may be determined by the Administrator to be (i) necessary for the monitoring of the business of the Company or the Members, including the performance of brokerage services by the Company’s commodity broker(s), or (ii) expressly required by law or regulation. The Parties agree to execute a Non-Disclosure Agreement substantially in the form of Exhibit E to this Agreement (the “NDA”) contemporaneously herewith.

11

EXECUTION VERSION

6. Commodity Broker.

All Commodities traded for the account of the Company shall be made through such floor broker or brokers, commodity broker or brokers, or counterparty or counterparties, as the Company directs, or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and the Company. Unless otherwise agreed upon between the Advisor and the Company, the Advisor shall not have any authority or responsibility in selecting or supervising any floor broker or counterparty for execution of Commodities trades of the Company or for negotiating floor brokerage commission rates or other compensation to be charged therefor. The Advisor shall not be responsible for determining that any such broker or counterparty used in connection with any Commodities transactions meets the financial requirements or standards imposed by the Trading Policies and Limitations.

7. Fees.

In consideration of and in compensation for the performance of the Advisor’s services under this Agreement, the Advisor shall receive from the Company a monthly management fee (the “Management Fee”) and a quarterly incentive fee (the “Incentive Fee”) based on the Allocated Assets, as follows:

(a) A Management Fee equal to 1/12 of 2% (0.16667%) per month of the Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 2.0%). For purposes of determining the Management Fee, any distributions, redemptions or reallocation of the Allocated Assets made as of the last day of the month shall be added back to the Allocated Assets, and there shall be no reduction for (i) any accrued but unpaid incentive

12

EXECUTION VERSION

fees due the Advisor under paragraph (b) below for the quarter in which such fees are being computed or (ii) any accrued but unpaid extraordinary expenses unrelated to the Company. The Management Fee determined for any month in which an Advisor manages the Allocated Assets for less than a full month shall be prorated, such proration to be calculated on the basis of the number of days in the month the Allocated Assets were under the Advisor’s management as compared to the total number of days in such month, with such proration to include appropriate adjustments for any funds taken away from the Advisor’s management during the month for reasons other than distributions or redemptions, including, but not limited to, the reduction of the Allocated Assets allocated to the Advisor’s management resulting from the payment of extraordinary expenses. Management Fees paid pursuant to this section are non-refundable.

(b) An incentive fee of twenty percent (20%) (the “Incentive Fee”) of “New High Net Trading Profits” (as hereinafter defined) generated on the Allocated Assets, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter (the “Incentive Measurement Date”).

New High Net Trading Profits (for purposes of calculating the Advisor’s Incentive Fee only) will be computed as of the Incentive Measurement Date and will include such profits (as outlined below) since the Incentive Measurement Date of the most recent preceding calendar quarter for which an incentive fee was earned (or, with respect to the first Incentive Fee, as of the commencement of operations) (the “Incentive Measurement Period”).

New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from trading of the Allocated Assets during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions) and will be calculated after the determination of the Company’s fixed brokerage fee

13

EXECUTION VERSION

and other transaction costs attributable to the Allocated Assets, the Advisor’s Management Fee, the operating expenses for which the Company is responsible, and any extraordinary expenses (e.g., litigation, costs or damages) paid during an Incentive Measurement Period which are specifically related to the Advisor, but before deduction of any Incentive Fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the Allocated Assets. New High Net Trading Profits will be generated only to the extent that the Advisor’s cumulative New High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved by the Advisor as of a previous Incentive Measurement Date. Except as set forth below, net losses from prior quarters must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs or if this Agreement is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution or termination will be treated as if it were an Incentive Measurement Date, but any Incentive Fee accrued in respect of the withdrawn assets on such date shall not be paid to the Advisor until the next scheduled Incentive Measurement Date. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to the Company in an Incentive Measurement Period, distributions or redemptions paid or payable by the Company during an Incentive Measurement Period, as well as losses, if any, associated with redemptions, distributions, and reallocations of assets during the Incentive Measurement Period and prior to the Incentive Measurement Date (i.e., to the extent that assets are allocated away from the Advisor (through redemptions, distributions or allocations caused by the Company), any loss carryforward attributable to the Advisor shall be reduced in the same proportion that the assets allocated away from the Advisor bears to the Allocated Assets prior to the re- allocation and New High Net Trading Profits shall reflect this reduction in loss carryforward). In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent periods.

14

EXECUTION VERSION

(c) Timing of Payment. Management Fees and Incentive Fees shall be paid generally within fifteen (15) business days following the end of the period for which they are payable. The first incentive fee which may be due and owing to the Advisor in respect of any New Trading Profits will be due and owing as of the end of the first calendar quarter during which the Trading Advisor managed the Allocated Assets for at least forty-five (45) days. If an Incentive Fee shall have been paid by the Company to the Advisor in respect of any calendar quarter and the Advisor shall incur subsequent losses on the Allocated Assets, the Advisor shall nevertheless be entitled to retain amounts previously paid to it in respect of New High Net Trading Profits.

(d) Fee Data. The Company will provide the Advisor with the data used by the Company to compute the foregoing fees generally within ten (10) business days of the end of the relevant period.

(e) Third Party Payments. Neither the Advisor nor any of its officers, directors, employees or stockholders shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which the Company carries an account for transactions executed in the Company’s account. The parties acknowledge that a familial relationship of any of the foregoing persons may receive floor brokerage commissions in respect of trades effected pursuant to the Advisor’s Trading Approach on behalf of the Company, which payment shall not violate the preceding sentence.

15

EXECUTION VERSION

8. Term and Termination.

(a) Term. This Agreement shall commence on the date hereof and, unless sooner terminated pursuant to paragraph (b), (c) or (d) of this Section 8, shall continue in effect until the close of business on the last day of the month ending twelve (12) full months following the commencement of the Company’s trading activities. Thereafter, unless this Agreement is terminated pursuant to paragraphs (b), (c) or (d) of this Section 8, this Agreement shall be renewed automatically on the same terms and conditions set forth herein for successive additional one-year terms, each of which shall commence on the first day of the month subsequent to the conclusion of the preceding term. Subject to Section 8(d)(iv) hereof, the automatic renewal(s) set forth in the preceding sentence hereof shall not be affected by (i) any allocation of the Allocated Assets away from the Advisor pursuant to this Agreement or (ii) the retention of Other Advisors following a reallocation or otherwise.

(b) Automatic Termination. This Agreement shall terminate automatically in the event that the Company is terminated or in the event that any Member commences an offering of units of beneficial interest of such Member or any series thereof (if applicable). In addition, this Agreement shall terminate automatically in the event that the value of the Allocated Assets, as of the end of any business day, have declined by at least 40% from the value of the Allocated Assets (i) as of the first day of this Agreement or (ii) as of the first day of any calendar year, as adjusted on an ongoing basis by (A) any decline(s) in the value of the Allocated Assets caused by distributions, redemptions, reallocations and withdrawals and (B) additions to the value of the Allocated Assets caused by additional allocations.

16

EXECUTION VERSION

(c) Optional Termination Right of Company. This Agreement may be terminated at any time at the election of the Company in its sole discretion upon at least thirty (30) days’ prior written notice to the Advisor. The Company will use its best efforts to cause any termination to occur as of a month-end. This Agreement also may be terminated upon prior written notice, appropriate under the circumstances, to the Advisor in the event that (i) the Company determines in good faith, following consultation appropriate under the circumstances with the Advisor, that the Advisor is unable to use its agreed upon Trading Approach to any material extent, as such Trading Approach may be refined or modified in the future in accordance with the terms of this Agreement for the benefit of the Company; (ii) the Advisor’s registration as a commodity trading advisor under the CE Act or membership as a commodity trading advisor with the NFA is revoked, suspended, terminated or not renewed; (iii) the Company determines in good faith, following consultation appropriate under the circumstances with the Advisor, that the Advisor has failed to conform, and after receipt of written notice, continues to fail to conform in any material respect, to (A) any of the Company’s Trading Policies and Limitations or (B) the Advisor’s Trading Approach; (iv) there is an unauthorized assignment of this Agreement by the Advisor; (v) the Advisor dissolves, merges or consolidates with another entity or sells a substantial portion of its assets, any portion of its Trading Approach utilized by the Company or its business goodwill, in each instance without the consent of the Company; (vi) the Advisor becomes bankrupt (admitted or decreed) or insolvent; (vii) for any other reason, the Company determines in good faith that such termination is essential for the protection of the Company, including, without limitation, a good faith determination by the Company that the Advisor has breached a material obligation to the Company under this Agreement relating to the trading of the Allocated Assets.

17

EXECUTION VERSION

(d) Optional Termination Right of Advisor. This Agreement may be terminated Advisor in its sole discretion at any time upon ninety (90) days written notice to the Company. This Agreement also may be terminated upon prior written notice, appropriate under the circumstances, to the Company in the event (i) of the receipt by the Advisor of an opinion of qualified independent counsel satisfactory to the Advisor and the Company (which consent the Company will not withhold unreasonably) that by reason of the Advisor’s activities with respect to the Company it is required to register as an investment adviser under the Investment Advisers Act of 1940 and it is not so registered; (ii) that the registration of the Administrator as a commodity pool operator under the CE Act or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Company (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in its management of the Allocated Assets or (B) overrides trading instructions of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the value of the Allocated Assets decreases to less than $5 million as the result of redemptions, distribution, reallocation of Allocated Assets or deleveraging initiated by the Company but not trading losses, as of the close of business on any Friday; (v) the Company elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such Allocated Assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by the Company and/or the Administrator; (vii) there is a material breach of this Agreement by the Company and/or the Administrator and, after giving written notice to the Company which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Company; (viii) the Advisor provides the Company with written notice, at least ninety (90) days’ prior to the end of the then current term, of the Advisor’s desire and intention to terminate this Agreement as of the end of the then current term; or (ix) other good cause is shown and the written consent of the Company is obtained (which shall not be withheld unreasonably).

18

EXECUTION VERSION

(e) Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or the Company allocates the Allocated Assets to Other Advisors, the Advisor shall be entitled to, and the Company shall pay, the Management Fee and the Incentive Fee, if any, which shall be computed (i) with respect to the Management Fee, on a pro rata basis, based upon the portion of the month for which the Advisor had the Allocated Assets under management and (ii) with respect to the Incentive Fee, if any, as if the effective date of termination was the last day of the then current calendar quarter. The rights of the Advisor to fees earned through the earlier to occur of the date of expiration or termination shall survive this Agreement until satisfied.

(f) Termination and Open Positions. Once terminated, the Advisor shall have no responsibility for existing positions, including delivery issues, if any, which may result from such positions.

9. Liquidation of Positions.

The Advisor agrees to liquidate open positions in the amount that the Company informs the Advisor, in writing via facsimile or other equivalent means, that the Company considers necessary or advisable to liquidate in order to (i) effect any termination or reallocation pursuant to Sections 1 or 8, respectively, or (ii) fund its pro rata share of any redemption, distribution or Company expense. The Company shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. The Company shall provide the Advisor with such reasonable prior notice of such

19

EXECUTION VERSION

liquidation as is practicable under the circumstances and will endeavor to provide at least three (3) days prior notice. In the event that losses incurred as a result of such liquidation by the Advisor exceed the amount of the Allocated Assets, any such losses or excess losses shall be the sole responsibility of the Company; the Advisor shall have no liability for any such losses or excess losses.

10. Other Accounts of the Advisor.

(a) Management of Other Accounts and Trading of Proprietary Capital. Subject to paragraph (b) of this Section 10, the Advisor shall be free to (i) manage and trade accounts for other investors (including other public and private commodity pools) and (ii) trade for its own account and for the accounts of its affiliates, shareholders, directors, officers and employees, as applicable, using the same or other information and Trading Approach utilized in the performance of services for the Company, so long as in the Advisor’s reasonable judgment the aggregate amount of capital being managed or traded by the Adviser does not (A) materially impair the Advisor’s ability to carry out its obligations and duties to the Company pursuant to this Agreement or (B) create a reasonable likelihood of the Advisor having to modify materially its agreed upon Trading Approach being used for the Company in a manner which might reasonably be expected to have a material adverse effect on the Company.

Without limiting the generality of the foregoing, it is understood that this paragraph shall not prohibit routine adjustments to trading patterns in order to comply with speculative position limits or daily trading limits. The Advisor agrees to (i) notify the Company promptly if the Advisor’s capacity is likely to be reached, and (ii) to provide the Company with reports each month concerning assets under management.

20

EXECUTION VERSION

(b) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of the Company, that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates (in whole or in part) over the Company. The preceding sentence shall not be interpreted to preclude (i) the Advisor from charging another client fees which differ from the fees to be paid to it hereunder, or (ii) an adjustment by the Advisor in the implementation of any agreed upon Trading Approach in accordance with the procedures set forth in Section 1 hereof which is undertaken by the Advisor in good faith in order to accommodate additional accounts. Notwithstanding the foregoing, the Advisor also shall not be deemed to be favoring another commodity interest account over the Company’s account if the Advisor, in accordance with specific instructions of the owner of such account, shall trade such account at a degree of leverage or in accordance with trading policies which shall be different from that which would normally be applied or if the Advisor, in accordance with the Advisor’s money management principles, shall not trade certain commodity interest contracts for an account based on the amount of equity in such account. The Advisor, upon reasonable request and receipt of adequate assurances of confidentiality, shall provide the Company with an explanation of the differences, if any, in performance between the Company and any other similar account pursuant to the same Trading Approach for which the Advisor or any of its principals or affiliates acts as a commodity trading advisor (in whole or in part), provided, however, that the Advisor may, in its discretion, withhold from any such inspection the identity of the client for whom any such account is maintained.

(c) Best Execution: The Company acknowledges that the Advisor will not be obliged to provide best execution, as that term is defined in the rules of the UK’s Financial Services Authority (“FSA”). The Advisor will use its best endeavours to obtain the best possible

21

EXECUTION VERSION

price when executing orders but it manages a number of other accounts and when there are split price fills not all accounts can receive the best prices. The Adviser will use a proprietary averaging algorithm which seeks to minimize the standard deviation of the average price achieved by each account and thus achieves the best price allocation mathematically possible, so that each account receives an average price as close as possible to that of the entire order.

(d) Inspection of Records. Upon the reasonable request of and upon reasonable notice from the Company, the Advisor shall permit the Company to review at the Advisor’s offices, in each case at its own expense, during normal business hours such trading records as it reasonably may request for the purpose of confirming that the Company has been treated equitably with respect to advice rendered during the term of this Agreement by the Advisor for other accounts managed by the Advisor, which the parties acknowledge to mean that the Company may inspect, subject to such restrictions as the Advisor may reasonably deem necessary or advisable so as to preserve the confidentiality of proprietary information and the identity of its clients, all trading records of the Advisor as it reasonably may request during normal business hours. The Advisor may, in its discretion, withhold from any such report or inspection the identity of the client for whom any such account is maintained and in any event the Company shall keep all such information obtained by it from the Advisor confidential, unless disclosure thereof legally is required or has been made public (provided that any such information may be shared with the Members). Such right will terminate one year after the termination of this Agreement, shall apply only to those trading records which pertain to advice rendered or trades made during the term of this Agreement, and does not permit access to computer programs, records or other information used in determining trading decisions.

22

EXECUTION VERSION

11. Speculative Position Limits.

If, at any time during the term of this Agreement, it appears to the Advisor that it may be required to aggregate the Company’s Commodities positions with the positions of any other accounts it owns or controls for purposes of applying the speculative position limits of the CFTC, any exchange, self- regulatory body or governmental authority, the Advisor promptly will notify the Company if the Company’s positions under its management are included in an aggregate amount which equals or exceeds the applicable speculative limit. The Advisor agrees that if its trading recommendations pursuant to its agreed upon Trading Approach are altered because of the potential application of speculative position limits, the Advisor will modify its trading instructions to the Company and its other accounts which trade pursuant to the Trading Approach in a good faith effort to achieve an equitable treatment of all such accounts; to wit, the Advisor will liquidate Commodities positions and/or limit the taking of new positions in all accounts it manages pursuant to the Trading Approach, including the Company, as nearly as possible in proportion to the assets available for trading of the respective accounts (including “notional” equity) to the extent necessary to comply with applicable speculative position limits. The Advisor presently believes that its Trading Approach for the management of the Company’s account, assuming that the allocation is not more than $50 million, can be implemented for the benefit of the Company, notwithstanding the possibility that, from time to time, speculative position limits may become applicable.

12. Redemptions, Distributions, Reallocations and Additional Allocations.

(a) Notice. The Company agrees to give the Advisor at least one (1) business day prior notice of any proposed redemptions, exchanges, proposed distributions, reallocations, additional allocations or withdrawals affecting the Allocated Assets.

23

EXECUTION VERSION

(b) Allocations. Redemptions, exchanges, withdrawals and distributions of Company interests shall be charged against the Allocated Assets.

13. Brokerage Confirmations and Reports.

The Company will instruct the Company’s brokers and counterparties to furnish the Advisor with copies of all trade confirmations, daily equity runs and monthly trading statements relating to the Allocated Assets. The Advisor will maintain records and will monitor all open positions relating thereto; provided, however, that the Advisor shall not be responsible for any errors by the Company’s floor brokers, commodity brokers or counterparties. The Company also will furnish the Advisor with a copy of the form of all reports including, but not limited to, monthly, quarterly and annual reports, sent to either the Members or the Limited Owners and copies of all reports filed by the Company and/or the Members with the SEC, the CFTC and the NFA. The Advisor shall, at the Company’s request, make a good faith effort to provide the Company with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the Advisor by the Company’s commodity broker regarding the Company and in the Advisor’s possession or control as the Company deems appropriate if the Company cannot obtain such copies on its own behalf. Upon request, the Company will provide the Advisor with accurate information with respect to the Allocated Assets.

14. The Advisor’s Representations and Warranties.

The Advisor represents and warrants that:

(a) it has full capacity and authority to enter into this Agreement and to provide the services required of it hereunder;

24

EXECUTION VERSION

(b) it will not by entering into this Agreement and by acting as a commodity trading advisor to the Company (i) be required to take any action contrary to its incorporating or other formation documents or, to the best of its knowledge, any applicable statute, law or regulation of any jurisdiction or (ii) breach or cause to be breached, to the best of its knowledge, any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound which, in the case of (i) or (ii), would materially limit or materially adversely affect its ability to perform its duties under this Agreement;

(c) it is duly registered as a commodity trading advisor under the CE Act and is a member of the NFA as a commodity trading advisor, and it will maintain and renew such registration and membership during the term of this Agreement;

(d) a copy of its most recent Commodity Trading Advisor Disclosure Document, as required by Part 4 of the CFTC’s regulations, has been provided to the Company in the form of Exhibit C hereto (and the Company acknowledges receipt of such Disclosure Document) and, except as disclosed in such Disclosure Document, all information in such Disclosure Document (including, but not limited to, background, performance, trading methods and trading systems) is true, complete and accurate in all material respects and is in conformity in all material respects with the provisions of the CE Act, including the rules and regulations thereunder, as well as all rules and regulations of the National Futures Association;

(e) assuming that the Allocated Assets equal not more than $50 million as of the commencement of trading, the amount of such assets should not, in the reasonable judgment of the Advisor, result in the Advisor being required to manage funds in an amount which would be expected to have a material adverse effect on the Company; and

(f) neither the Advisor nor its stockholders, directors, officers, employees, agents, principals, affiliates nor any of its or their respective successors or assigns (i) shall knowingly use or distribute for any purpose whatsoever any list containing the names and/or

25

EXECUTION VERSION

residence addresses of, and/or other information about, the Limited Owners of the Members nor (ii) shall solicit any person it or they know is a Limited Owner of any Member for the purpose of soliciting commodity business from such Limited Owner, unless such Limited Owner shall have first contacted the Advisor or is already a client of the Advisor or a prospective client with which the Advisor has commenced discussions or is introduced to or referred to the Advisor by an unaffiliated agent other than in violation of clause (i).

The foregoing representations and warranties shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true in any material respect with respect to the Advisor, the Advisor promptly will notify the Company in writing thereof.

15. Representations and Warranties of the Company and the Administrator.

Each of the Company and the Administrator represents and warrants only as to itself (and, further, provided that only the Administrator is making the representations and the warranties in Section 15(a) and Section 15(e)(ii), and only the Company is making the representations and warranties in Section 15(e)(i)) that:

(a) each of the Company and the Administrator has the full capacity and authority to enter into this Agreement and to perform its obligations hereunder;

(b) neither the Company nor the Administrator, by entering into this Agreement, will (i) be required to take any action contrary to its incorporating or other formation documents or any applicable statute, law or regulation of any jurisdiction or (ii) breach or cause to be breached (A) any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound or (B) any order of any court or governmental or regulatory agency having jurisdiction over it, which in the case of (i) or (ii) would materially limit or materially adversely affect the performance of its duties under this Agreement;

26

EXECUTION VERSION

(c) the Administrator is registered as a commodity pool operator under the CE Act and is a member of the NFA as a commodity pool operator, and it will maintain and renew such registration and membership during the term of this Agreement;

(d) this Agreement has been duly and validly authorized, executed and delivered and is a valid and binding agreement, enforceable against each of the Company and the Administrator, in accordance with its terms; and

(e) on the date hereof and during the term of this Agreement, (i) the Company is and will be a duly formed and validly existing Delaware limited liability company and (ii) the Administrator is and will be a duly formed and validly existing Delaware corporation, in each case in good standing under the laws of its jurisdiction of organization and in good standing and qualified to do business in each jurisdiction in which the nature and conduct of its business requires such qualification and where the failure to be so qualified would materially adversely affect its ability to perform its obligations under this Agreement.

The foregoing representations and warranties shall be continuing during the term of this Agreement, and if at any time any event has occurred which would make or tend to make any of the foregoing not true in any material respect with respect to the Company and/or the Administrator, the Company and/or the Administrator promptly will notify the Advisor in writing thereof.

27

EXECUTION VERSION

16. Assignment.

This Agreement may not be assigned by any of the parties hereto without the express prior written consent of the other parties hereto, except that under no circumstances shall the Advisor be required to obtain the consent of any Other Advisor.

17. Successors.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and permitted assigns of each of them, and no other person (except as otherwise provided herein) shall have any right or obligation under this Agreement.

18. Amendment or Modification or Waiver.

(a) Changes to Agreement. This Agreement may not be amended or modified, nor may any of its provisions be waived, except upon the prior written consent of the parties hereto, except that under no circumstances shall an amendment to, a modification of or a waiver of any provision of the Agreement as to the Advisor require the consent of any Other Advisor.

(b) No Waiver. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.

19. Notices.

Except as otherwise provided herein, all notices required to be delivered under this Agreement shall be effective only if in writing and shall be deemed given by the party required to provide notice when received by the party to whom notice is required to be given and

28

EXECUTION VERSION

shall be delivered personally or by registered mail, postage prepaid, return receipt requested or by facsimile, as follows (or to such other address as the party entitled to notice shall hereafter designate by written notice to the other parties):

If to the Company or the Administrator:

Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

Attention:        General Counsel

Facsimile:       (914) 307-7020

If to the Advisor:

Winton Capital Management Limited

1-5 St. Mary Abbot’s Place

London W8 6LS

England

Attention:        Martin Hunt/Andrew Bastow

Facsimile:        +44 20 7610 5301

20. Governing Law.

Each party agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof.

21. Survival.

The provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect.

22. Promotional Literature.

Each party agrees that prior to using any promotional literature in which reference to the other parties hereto is made, it shall furnish in advance a copy of such information to the other parties and will not make use of any promotional literature containing references to such other parties to which such other parties object, except as otherwise required by law or regulation.

29

EXECUTION VERSION

23. No Liability of Members.

This Agreement has been made and executed by and on behalf of the Company and the Administrator, and the obligations of the Company and/or the Administrator set forth herein are not binding upon any of the Members individually, but rather, are binding only upon the assets and property of the Company and, to the extent provided herein, upon the assets and property of the Administrator.

24. Headings.

Headings to sections herein are for the convenience of the parties only and are not intended to be or to affect the meaning or interpretation of this Agreement.

25. Complete Agreement.

Except as otherwise provided herein, this Agreement, the Exhibits hereto and the Representation Agreement constitute the entire agreement between the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding upon the parties hereto.

26. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one original instrument.

30

EXECUTION VERSION

27. Arbitration, Remedies.

Each party hereto agrees that any dispute relating to the subject matter of this Agreement shall be settled and determined by arbitration in the City of New York pursuant to the rules of the NFA or, if the NFA should refuse to accept the matter, the American Arbitration Association.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

31

EXECUTION VERSION

IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the undersigned as of the day and year first above written.

WCM POOL LLC
By:	DIVERSIFIED FUTURES FUND LP
	DIVERSIFIED FUTURES TRUST I
	KENMAR GLOBAL TRUST
	Being all of the voting members thereof
	By:	Preferred Investment Solutions Corp.,
		sole managing owner of Diversified Futures Trust I and Kenmar Global Trust and sole general partner of Diversified Futures Fund LP
	By:	/s/ Esther E. Goodman
		Name: Esther E. Goodman
		Title:   Senior Executive Vice President
		and Chief Operating Officer

PREFERRED INVESTMENT SOLUTIONS CORP.
By:	/s/ Esther E. Goodman
	Name: Esther E. Goodman
	Title:   Senior Executive Vice President
	and Chief Operating Officer

WINTON CAPITAL MANAGEMENT LIMITED
By:	/s/ Martin Hunt
	Name: Martin Hunt
	Title:   Director

32

EXHIBIT A

TRADING APPROACH

A-1

EXHIBIT B

TRADING LIMITATIONS AND POLICIES

B-1

EXHIBIT C

DISCLOSURE DOCUMENT

C-1

EXHIBIT D

REPRESENTATION AGREEMENT

REPRESENTATION AGREEMENT (“Agreement”) dated as of the 20th day of November, 2006, by and among WCM POOL LLC (the “Company”), a limited liability company formed under and pursuant to the Delaware Limited Liability Company Act (the “Delaware Act”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Administrator”) and WINTON CAPITAL MANGEMENT LIMITED, a company registered in England and Wales (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company and the Administrator entered into an agreement with the Advisor, dated as of November 20, 2006 (the “Advisory Agreement”), pursuant to which the Advisor has agreed to act as a commodity trading advisor to the Company with respect to its assets.

NOW, THEREFORE, the parties agree as follows:

1. Representations and Warranties of the Advisor. The Advisor hereby represents and warrants to the Company and the Administrator that:

a. This Agreement and the Advisory Agreement have been duly and validly authorized, executed and delivered on behalf of the Advisor and each is a valid and binding agreement enforceable in accordance with its terms. The performance of the Advisor’s obligations under this Agreement and the consummation of the transactions set forth in this Agreement and in the Advisory Agreement are not contrary to the provisions of the Advisor’s formation documents, or to the best of its knowledge, any applicable statute, law or regulation of any jurisdiction, and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which the Advisor is a party or by which the Advisor is bound.

D-1

EXECUTION VERSION

b. The Advisor has all governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under the Advisory Agreement and this Agreement including, without limitation, registration as a commodity trading advisor under the Commodity Exchange Act (the “CE Act”) and membership as a commodity trading advisor with the National Futures Association (the “NFA”), and it will maintain and renew any required licenses, registrations, approvals or memberships during the term of the Advisory Agreement.

c. On the date hereof, the Advisor is, and at all times during the term of this Agreement will be, a corporation duly formed and validly existing and in good standing under the laws of its jurisdiction of incorporation and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and the failure to be so qualified would materially adversely affect the Advisor’s ability to perform its obligations hereunder or under the Advisory Agreement. The Advisor has full capacity and authority to conduct its business and to perform its obligations under this Agreement.

d. Subject to the NDA, and as requested of the Company, the Advisor has supplied to or made available for review by the Company (and if requested by the Company to its designated auditor) all documents, statements, agreements and workpapers requested by them relating to all accounts covered by the Advisor’s Past Performance History which are in the Advisor’s possession or to which it has access; provided, however, that the Advisor may, in its sole discretion withhold from any such inspection the identity of the clients for whom any such accounts are maintained.

D-2

EXECUTION VERSION

e. The Advisor is not required to be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), but may so register in the future.

f. As of the date hereof, there has been no material adverse change in the Advisor’s Past Performance History which has not been communicated in writing to and received by the Company.

g. Except for subsequent performance, as to which no representation is made, since the date of the Advisory Agreement, there has not been any material adverse change in the condition, financial or otherwise, of the Advisor or in the earnings, affairs or business prospects of the Advisor, whether or not arising in the ordinary course of business.

h. There is no pending, or to the best of the Advisor’s knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Advisor or its principals is a party, or to which any of the assets of the Advisor is subject which reasonably might be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Advisor or which reasonably might be expected to materially adversely affect any of the material assets of the Advisor or which reasonably might be expected to impair materially the Advisor’s ability to discharge its obligations to the Company; furthermore, the Advisor has not received any notice of an investigation by the NFA regarding non-compliance with its rules or the CE Act, the Commodity Futures Trading Commission (the “CFTC”) regarding non-compliance with the CE Act or the rules and regulations thereunder or any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might be expected to materially impair the Advisor’s ability to discharge its obligations under this Agreement or the Advisory Agreement.

D-3

EXECUTION VERSION

2. Covenants of the Advisor. If, at any time during the term of the Advisory Agreement, the Advisor discovers any fact, omission or event, or that a change of circumstances has occurred, which would make the Advisor’s representations and warranties in Section 1 of this Agreement inaccurate or incomplete in any material respect, the Advisor will provide prompt written notification to the Company of any such fact, omission, event or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification or the failure to continue to be in compliance with the foregoing representations and warranties during the term of the Advisory Agreement as soon as practicable following such notification shall be cause for the Company to terminate the Advisory Agreement with the Advisor on prior written notice to the Advisor.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Advisor and the Administrator that:

a. On the date hereof, the Company is, and at all times during the term of this Agreement and/or the Advisory Agreement will be, a formed and validly existing limited liability company in good standing under the laws of the State of Delaware and at all times during the term of this Agreement and the Advisory Agreement will be in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and the failure to be so qualified materially adversely would affect its ability to perform its obligations under this Agreement and/or the Advisory Agreement.

D-4

EXECUTION VERSION

b. Each of this Agreement and the Advisory Agreement has been validly authorized, executed and delivered on behalf of the Company, is a valid and binding agreement of the Company, and is enforceable in accordance with its terms. The performance of the Company’s respective obligations under this Agreement and under the Advisory Agreement, and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, are not contrary to the provisions of their respective organizational documents, any applicable statute, law or regulation of any jurisdiction and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which the Company, is a party or by which the Company is bound.

c. The Company has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform their obligations under this Agreement and/or under the Advisory Agreement including, without limitation and will maintain and renew any required licenses, registrations, approvals or memberships during the term of this Agreement and/or the Advisory Agreement.

d. The Company is not required to be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

e. There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to which the Company or the principals of either is a party, or to which any of the assets of any of the foregoing persons is subject, which might reasonably be expected to result in any material adverse change in their condition (financial or otherwise), business or prospects or reasonably might be expected to affect adversely in any material respect any of their assets or which reasonably might be expected to materially impair their ability to discharge their obligations under this Agreement or under the Advisory Agreement; and the Company has not received any notice of an investigation

D-5

EXECUTION VERSION

by (i) the NFA regarding non-compliance with NFA rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act or the rules and regulations thereunder or (iii) any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might be expected to materially impair the ability of the Company to discharge their respective obligations under this Agreement or under the Advisory Agreement.

f. The Members of the Company are bound contractually to keep confidential any information proprietary to the Advisor provided to the Company and shared with the Members, as contemplated by Section 10(c) of the Advisory Agreement, to the same extent as the Company is so bound pursuant to the Advisory Agreement and the Company will cause the Members to remain so bound for so long as the Company is so bound.

4. Representations and Warranties of the Administrator. The Company hereby represents and warrants to the Advisor and the Administrator that:

a. The Administrator is, and at all times during the term of this Agreement and/or the Advisory Agreement will be, a formed and validly existing corporation in good standing under the laws of the State of Delaware and is, and at all times during the term of this Agreement and/or the Advisory Agreement will be, in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and in which the failure to be so qualified materially adversely would affect its ability to act as Administrator of the Company and to perform its obligations hereunder and/or under the Advisory Agreement, and each has full capacity and authority to conduct its business and to perform its obligations under this Agreement and/or the Advisory Agreement.

D-6

EXECUTION VERSION

b. Each of this Agreement and the Advisory Agreement has been validly authorized, executed and delivered on behalf of the Administrator, is a valid and binding agreement of the Administrator, and is enforceable in accordance with its terms. The performance of the Administrator’s respective obligations under this Agreement and under the Advisory Agreement, and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, are not contrary to the provisions of their respective organizational documents, any applicable statute, law or regulation of any jurisdiction and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which the Administrator, is a party or by which the Administrator is bound.

c. The Administrator has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform their obligations under this Agreement and/or under the Advisory Agreement including, without limitation, the Administrator’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA, and will maintain and renew any required licenses, registrations, approvals or memberships during the term of this Agreement and/or the Advisory Agreement.

d. There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to which the Administrator or the principals of either is a party, or to which any of the assets of any of the foregoing persons is subject, which might reasonably be expected to result in any material adverse change in their condition (financial or otherwise), business or prospects or reasonably might be expected to affect adversely in any material respect any of their assets or which reasonably might be expected to materially impair their ability to discharge their obligations under this Agreement or under the Advisory Agreement; and the Administrator has not received any notice of an

D-7

EXECUTION VERSION

investigation by (i) the NFA regarding non-compliance with NFA rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act or the rules and regulations thereunder or (iii) any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might be expected to materially impair the ability of the Administrator to discharge their respective obligations under this Agreement or under the Advisory Agreement.

e. The Members of the Company are bound contractually to keep confidential any information proprietary to the Advisor provided to the Company and shared with the Members, as contemplated by Section 10(c) of the Advisory Agreement, to the same extent as the Company is so bound pursuant to the Advisory Agreement and the Administrator will cause the Members of the Company to remain bound for so long as the Company is so bound.

5. Covenants of the Administrator and the Company. If, at any time during the term of the Advisory Agreement, the Administrator or the Company discovers any fact, omission or event, or that a change of circumstance has occurred, which would make the Administrator’s or the Company’s representations and warranties in Section 3 or 4 (as applicable) of this Agreement inaccurate or incomplete in any material respect, the Company or the Administrator, as appropriate, promptly will provide written notification to the Advisor of such fact, omission, event or change of circumstance and the facts related thereto, and it is hereby agreed that the failure to provide such notification, or the failure to continue to be in compliance with the foregoing representations and warranties during the term of the Advisory Agreement as soon as practicable following such notification, shall be cause for the Advisor to terminate the Advisory Agreement with the Company and the Administrator on prior written notice to both.

D-8

EXECUTION VERSION

6. Indemnification.

a. In any action in which the Company or the Administrator, or controlling persons, shareholders, partners, directors, officers and/or employees of any of the foregoing (the “Indemnified Parties”) are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, claim, damage, charge, liability or expense (including, without limitation, reasonable attorneys’ and accountants’ fees) (“Losses”) to which such persons may become subject, insofar as such Losses arise out of or are based exclusively upon any misrepresentation or material breach of any warranty, covenant or agreement of the Advisor contained in this Agreement, and to reimburse each of the foregoing persons for any legal or other fees or expenses reasonably incurred in connection with investigating or defending any action or claim arising out of or based upon any of the foregoing.

b. In any action in which the Advisor, or any of its controlling persons, shareholders, partners, directors, officers and/or employees (the “Advisor Indemnified Parties”) are parties, the Company and the Administrator, jointly and severally, agree to indemnify and hold harmless the Advisor Indemnified Parties against any Losses, insofar as such Losses arise out of or are based exclusively upon any misrepresentation or material breach of any warranty, covenant or agreement of the Company or the Administrator contained in this Agreement, and to reimburse the Advisor Indemnified Parties for any legal or other fees or expenses reasonably incurred in connection with investigating or defending any action or claim arising out of or based upon any of the foregoing.

D-9

EXECUTION VERSION

c. None of the indemnifications contained in this Section 6 shall be applicable with respect to default judgments or confessions of judgment, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party.

d. Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or dispute or commencement of any action or litigation, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6 except to the extent, if any, that such failure or delay prejudiced the indemnifying party in defending against the claim. In case any such claim, dispute, action or litigation is brought or asserted against any indemnified party, and it timely notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in the defense therein, and to the extent that it may wish, to assume such defense thereof, with counsel specifically approved in writing by such indemnified party, such approval not to be unreasonably withheld, following notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof; in which event, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, but shall continue to be liable to the indemnified party in all other respects as heretofore set forth in this Section 6. Notwithstanding any other provisions of this Section 6, if, in any claim, dispute, action or litigation as to which indemnity is or may be available, any indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim, dispute, action or litigation and shall continue to be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim, dispute, action or litigation.

D-10

EXECUTION VERSION

e. Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending action shall be paid by the indemnifying party in advance of final disposition or settlement of such matter, if and to the extent that the person on whose behalf such expenses are paid shall agree in writing to reimburse the indemnifying party in the event indemnification is not permitted under this Section 6 upon final disposition or settlement.

f. The parties hereto acknowledge and agree on their own behalf that the indemnities provided in this Agreement shall be inapplicable in the event of any Losses arising out of or based upon, but limited to the extent caused by, any misrepresentation or breach of any warranty, covenant or agreement of any indemnified party to any indemnifying party contained in this Agreement.

7. Limits on Claims. The Advisor agrees that it will not take any of the following actions against the Company or any Member: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Company or such Member in an involuntary case or proceeding under the U.S. Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Company or such Member a bankrupt or insolvent or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Company or such Member under the U.S. Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or such Member or of any substantial part of any of their respective

D-11

EXECUTION VERSION

properties, or ordering the winding up or liquidation of any of their respective affairs, (ii) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntary petition for bankruptcy (collectively “Bankruptcy or Insolvency Action”). In addition, the Advisor agrees that for any obligations due and owing to it by the Company, the Advisor will look solely and exclusively to the assets of the Company or the Administrator, if it has liability in its capacity as Administrator, to satisfy its claims and will not seek to attach or otherwise assert a claim against the assets of any Member, whether there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

8. Notices. Any notices under this Agreement required to be given shall be effective only if given or confirmed in writing, shall be deemed given by the party providing notice when received by the party to whom notice is being given and shall be sent certified mail, postage prepaid, or hand delivered, to the following address, or to such other address as a party may specify by written notice to each of the other parties hereto:

If to the Company or the Administrator:

Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, New York 10573

Attention:     General Counsel

Facsimile:    (914) 307-7020

If to the Advisor:

Winton Capital Management Limited

1-5 St. Mary Abbot’s Place

London W8 6LS

England

Attention:     Martin Hunt/Andrew Bastow

Facsimile:     +44 20 7610 5301

D-12

EXECUTION VERSION

9. Governing Law. This Agreement shall be deemed to be made under the laws of the State of Delaware applicable to contracts made and to be performed in that State and shall be governed by and construed in accordance with the laws of that State, without regard to the conflict of laws principles.

10. Arbitration, Remedies. Each party hereto agrees that any dispute relating to the subject matter of this Agreement shall be settled and determined by arbitration in the City of New York pursuant to the rules of NFA or, if NFA should refuse to accept the matter, the American Arbitration Association. The parties also agree that the award of the arbitrators shall be final and may be enforced in the courts of Delaware and in any other courts having jurisdiction over the parties.

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

12. Amendment or Modification or Waiver. This Agreement may not be amended or modified except by the written consent of each of the parties hereto.

13. Successors. Except as set forth in Section 6 of this Agreement, this Agreement is made solely for the benefit of and shall be binding upon the Company, the Administrator, the Advisor and the respective successors and permitted assigns of each of them, and no other person shall have any right or obligation under this Agreement.

14. Survival. The provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect.

15. No Waiver. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.

D-13

EXECUTION VERSION

16. No Liability of Members. This Agreement has been made and executed by and on behalf of the Company and the Administrator, and the obligations of the Company and/or the Administrator set forth in this Agreement are not binding upon any of the Members individually, but rather are binding only upon the assets and property of the Company and, to the extent provided herein, upon the assets and property of the Administrator.

17. Headings. Headings to the Sections in this Agreement are for the convenience of the parties only and are not intended to be or to affect the meaning or interpretation of this Agreement.

18. Complete Agreement. Except as otherwise provided herein, this Agreement and the Advisory Agreement constitute the entire agreement among the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding upon the parties hereto.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to constitute one original instrument.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

D-14

EXECUTION VERSION

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

WCM POOL LLC
By:	DIVERSIFIED FUTURES FUND LP DIVERSIFIED FUTURES TRUST I KENMAR GLOBAL TRUST Being all of the voting members thereof
	By:	Preferred Investment Solutions Corp., sole managing owner of Diversified Futures Trust I and Kenmar Global Trust and sole general partner of Diversified Futures Fund LP
	By:	/s/ Esther E. Goodman
		Name: Esther E. Goodman Title:   Senior Executive Vice President             and Chief Operating Officer
PREFERRED INVESTMENT SOLUTIONS CORP.
By:	/s/ Esther E. Goodman
	Name: Esther E. Goodman Title:   Senior Executive Vice President             and Chief Operating Officer
WINTON CAPITAL MANAGEMENT LIMITED
By:	/s/ Martin Hunt
	Name: Martin Hunt Title: Director

D-15

EX-99.5

Exhibit 99.5

900 King Street Suite 100 Rye Brook, NY 10573 Tel 914.307.000 Fax 914.307.4044

March 2, 2009

Re:  World Monitor Trust II (Series D and F)

Dear Investor,

Please be advised that effective March 31, 2009, World Monitor Trust II – Series D and World Monitor Trust II – Series F will invest into WCM Pool LLC, an aggregate trading vehicle that trades pursuant to Winton Capital Management Limited’s (“Winton”) Diversified Program.

Winton’s Diversified Program consists of a portfolio of more than 120 commodity interests (subject to regulatory and client constraints) on major commodity exchanges and forward markets worldwide. Winton employs a totally computerized, technical, trend-following trading system developed by its principals. This system tracks the daily price movements from these markets around the world and carries out certain computations to determine each day how long or short the portfolio should be to maximize profit within a certain range of risk measures. If rising prices are anticipated, a long position will be established; a short position will be established if prices are expected to fall.

This letter is a notice of the change and no action is required on your part. If you have any questions or concerns, please do not hesitate to contact your Financial Advisor or alternatively, Preferred’s Investor Services group at (914) 307-4000 or Preferred@kenmar-us.com.

Sincerely,

/s/ Jennifer Moros

Jennifer Moros

Senior Vice President, Marketing and Investor Services

Preferred Investment Solutions Corp.

Managing Owner for World Monitor Trust II