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

June 3, 2010

Date of Report (Date of Earliest Event Reported)

WORLD MONITOR TRUST II – SERIES E

(Exact name of Registrant as Specified in its Charter)

Delaware	0-32687	13-4058319
(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 July 1, 2010, World Monitor Trust II – Series E (“Registrant”) will contribute all of its assets into KMP Futures Fund I LLC (“KMPFF”), a Delaware limited liability company for which Winton Capital Management Limited (“Winton”), a company registered in England and Wales, currently serves as the sole trading advisor. Attached as Exhibits 10.12 and 10.13, respectively, are KMPFF’s Amended and Restated Limited Liability Company Operating Agreement and the Advisory Agreement among KMPFF, Kenmar Preferred Investments Corp. and Winton.

KMPFF has entered into a Trading Advisor Agreement with Graham Capital Management, L.P. (“Graham”) whereby, beginning July 1, 2010, Graham will manage a portion of KMPFF’s assets pursuant to its K4D-15V Program. Attached as Exhibit 10.14 is the Advisory Agreement with Graham.

Item 1.02 Termination of a Material Definitive Agreement

As of June 30, 2010, Graham will withdraw as the trading advisor for Registrant and no longer manage its assets. As discussed above in Item 1.01, effective July 1, 2010, Registrant intends to allocate all of its assets to KMPFF, for which Winton and Graham will serve as trading advisors.

Attached as Exhibit 99.5 is a copy of a letter that will be provided to investors regarding the activities described herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.12	KMP Futures Fund I LLC Amended and Restated Limited Liability Company Operating Agreement dated January 1, 2010
10.13	Advisory Agreement dated November 20, 2006 by and among WCM Pool LLC, Preferred Investment Solutions Corp. and Winton Capital Management Limited
10.14	Advisory Agreement dated July 1, 2010 by and among KMP Futures Fund I LLC, Kenmar Preferred Investments Corp. and Graham Capital Management, L.P.
99.5	Letter to Investors dated May 28, 2010

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 June 3, 2010.

	WORLD MONITOR TRUST II – SERIES E (Registrant)
	By:	Kenmar Preferred Investments Corp.,     its Managing Owner
Date: June 3, 2010	By:	/s/ Lawrence S. Block
		Name:	Lawrence S. Block
		Title:	Executive Vice President and General Counsel

EX-10.12

Exhibit 10.12

KMP FUTURES FUND I LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

JANUARY 1, 2010

KMP FUTURES FUND I LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

TABLE OF CONTENTS

			Page
1.	GENERAL PROVISIONS		1
	1.1	FORMATION	1
	1.2	NAME	1
	1.3	PURPOSE	2
	1.4	PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICES	2
	1.5	TERM	2
2.	CERTAIN DEFINITIONS		2
3.	MEMBERS, CAPITAL CONTRIBUTIONS, ADDITIONAL CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, ALLOCATIONS, WITHDRAWAL RIGHTS AND DISTRIBUTIONS		6
	3.1	MEMBERS	6
	3.2	CAPITAL CONTRIBUTIONS	6
	3.3	ADDITIONAL CAPITAL CONTRIBUTIONS	6
	3.4	NO ADDITIONAL CONTRIBUTIONS REQUIRED	6
	3.5	CAPITAL ACCOUNTS	6
	3.6	ADJUSTMENTS TO BOOK CAPITAL ACCOUNTS	7
	3.7	ADJUSTMENTS TO TAX CAPITAL ACCOUNTS	8
	3.8	DETERMINATION AND ALLOCATION OF PROFITS, LOSSES AND CERTAIN DEDUCTIONS	8
	3.9	DETERMINATION AND ALLOCATION OF CAPITAL GAIN AND CAPITAL LOSS	8
	3.10	ADMISSION OF MEMBERS; TRANSFERS	9
	3.11	LIABILITY OF CERTAIN TAXES	9
	3.12	DESIGNATION OF SPECIAL MEMBERS	9
	3.13	WITHDRAWALS (REDEMPTIONS) BY MEMBERS	10
	3.14	DISTRIBUTIONS	12
4.	FEES AND EXPENSES		12
	4.1	FEES AND EXPENSES OF THE FUND	12
	4.2	MANAGING MEMBER OBLIGATIONS	13
5.	MANAGEMENT		13
	5.1	MANAGEMENT OF FUND BUSINESS	13
	5.2	POWERS OF THE MANAGING MEMBER	13
	5.3	RESTRICTIONS ON MANAGING MEMBER’S AUTHORITY	16
	5.4	LIABILITY AND INDEMNIFICATION	16
	5.5	DETERMINATION BY MANAGING MEMBER OF CERTAIN MATTERS	17
	5.6	CONFLICTS DERIVED BY DUAL STATUS OF THE MANAGING MEMBER	17
	5.7	INSURANCE	17
	5.8	VOLUNTARY WITHDRAWAL BY THE MANAGING MEMBER	18
6.	RIGHTS AND OBLIGATIONS OF MEMBERS		18
	6.1	LIMITATIONS ON MEMBERS	18
	6.2	RIGHTS OF MEMBERS	18
	6.3	LIABILITY OF MEMBERS	18
	6.4	MEETINGS; CONSENTS	19
	6.5	OTHER BUSINESS OF MEMBERS	19

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KMP FUTURES FUND I LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

TABLE OF CONTENTS

(continued)

			Page
7.	BOOKS, RECORDS AND REPORTS		19
	7.1	BOOKS AND RECORDS	19
	7.2	ACCOUNTING BASIS	20
	7.3	REPORTS	20
	7.4	TAX INFORMATION	20
8.	ADMISSION OF NEW MEMBERS		20
	8.1	ADDITIONAL MEMBERS	20
	8.2	ADDITIONAL MANAGING MEMBERS	21
9.	TRANSFERABILITY, ASSIGNMENT, PLEDGES AND SUBSTITIONS		21
	9.1	RESTRICTIONS	21
	9.2	SUBSTITUTED MEMBERS	22
	9.3	TRANSFER OF FUND INTEREST BY MANAGING MEMBER	22
10.	DISSOLUTION, LIQUIDATION AND TERMINATION OF THE FUND		23
	10.1	DISSOLUTION	23
	10.2	LIQUIDATION	23
11.	AMENDMENTS		24
	11.1	PERMITTED AMENDMENTS	24
	11.2	AMENDMENTS REQUIRING CONSENT OF MEMBERS	25
	11.3	AMENDMENTS NOT REQUIRING CONSENT OF MEMBERS	25
	11.4	NOTICE OF AMENDMENTS	25
12.	POWERS OF ATTORNEY		25
	12.1	APPOINTMENT	25
	12.2	COUPLED WITH AN INTEREST	26
	12.3	EXECUTION AND DELIVERY	26
13.	REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERSTANDINGS OF MEMBERS		27
14.	CONFIDENTIALITY		27
15.	MISCELLANEOUS		27
	15.1	NOTICE	27
	15.2	GOVERNING LAW	27
	15.3	ARBITRATION	27
	15.4	ENTIRE AGREEMENT	28
	15.6	HEADINGS	28
	15.7	LEGENDS	28
	15.8	NO THIRD PARTY BENEFICIARIES	28
	15.9	COUNTERPARTS	28
	15.10	CREDITORS	29
	15.11	SEVERABILITY	29

ADDITIONAL MEMBERS APPENDIX I

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

KMP FUTURES FUND I LLC

This Amended and Restated Limited Liability Company Operating Agreement dated as of January 1, 2010, is entered into between KENMAR PREFERRED INVESTMENTS CORP., a Delaware corporation (the “Managing Member”), as managing member, and DIVERSIFIED FUTURES TRUST I, a Delaware business trust, FUTURES STRATEGIC TRUST, a Delaware business trust, WORLD MONITOR TRUST II – SERIES D, a Delaware business trust, WORLD MONITOR TRUST II – SERIES F a Delaware business trust, and such other person or persons as may become parties to this Agreement, as members (each a “Member,” and collectively with the Managing Member, the “Members”).

WHEREAS, the parties have previously established WCM Pool LLC) (the “Fund”) as a limited liability company under the Act and have previously entered into that certain Organization Agreement of the Fund dated as of November 26, 2006, as amended by Amendment No. 1 thereto dated March 30, 2007 and Amendment No. 2 thereto dated March 31, 2009, (collectively, the “Prior Agreement”); and

WHEREAS, WCM Pool LLC changed its name to “KMP Futures Fund I LLC” by filing a Certificate of Name Change with Delaware Secretary of State on November 2, 2009; and

WHEREAS, the parties desire to adopt certain amendments to the Prior Agreement and to further amend and restate in its entirety the Prior Agreement as more fully set forth herein.

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

1. GENERAL PROVISIONS

1.1 FORMATION

The Members have previously formed a limited liability company under the provisions of the Act. The rights and liabilities of the Members shall be as provided in the Act except as herein otherwise expressly provided. The Members shall cause to be executed and filed such further certificates, notices, statements or other instruments required by law for the operation of a limited liability company in all jurisdictions where the Fund is required to qualify or be authorized to do business as a foreign limited liability company, or as otherwise necessary to carry out the purpose of this Agreement and the business of the Fund.

1.2 NAME

The name of the Fund shall be KMP Futures Fund I LLC, or such other name or names as the Managing Member may determine in its sole and absolute discretion. The Managing Member may from time to time change the name of the Fund in its sole and absolute discretion.

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1.3 PURPOSE

1.3.1 The Fund is formed to (a) to engage in any lawful act or activity for which limited liability companies may be organized under the laws of the State of Delaware, including, but not limited to, the trading, both directly and indirectly through investment in other investment funds, on margin and otherwise, of Investments, and (b) to engage in all other activities and transactions as are necessary, incidental or ancillary to the foregoing. The objective of the Fund’s business is the appreciation of its assets.

1.3.2 All purchases and sales of permitted Investments shall be for the account and at the risk of the Fund.

1.4 PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICES

The principal place of business of the Fund is 900 King Street, Suite 100, Rye Brook, New York 10573. The Managing Member may from time to time change the principal place of business of the Fund and may establish additional places of business for the Fund when and where required by the business of the Fund. The address of the registered office of the Fund in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19720 or such other locations as the Managing Member may designate from time to time. The name and address of the registered agent for service of process on the Fund in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19720 or such other agent as may be designated from time to time by the Managing Member.

1.5 TERM

The term of the Fund commenced on the date the Certificate of Formation was filed with the Delaware Secretary of State and shall continue until terminated as provided in this Agreement.

2. CERTAIN DEFINITIONS

2.1 “1933 ACT” means the Securities Act of 1933, as amended.

2.2 “1940 ACT” means the Investment Company Act of 1940.

2.3 “ACCESS FUND” means a partnership, corporation, trust or other entity in which the Fund invests that in turn makes an investment directly and/or indirectly in one or more Managed Accounts.

2.4 “ACCOUNTING PERIOD” means the period beginning on the next day after the last Allocation Date and ending on the next following Allocation Date.

2.5 “ACT” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

2.6 “ADDITIONAL CONTRIBUTION DATE” has the meaning set forth in Section 3.3 hereof.

2.7 “ADMINISTRATOR” means the administrator of the Fund as set forth in the Memorandum.

2.8 “AFFILIATE” has the meaning as defined in Regulation S-X under the 1933 Act.

2.9 “AGREEMENT” means this Amended and Restated Limited Liability Company Operating Agreement as it may be further amended or restated from time to time.

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2.10 “ALLOCATION DATE” means whichever is applicable of the last Business Day of each calendar month, the day immediately preceding the date on which a Member is admitted to the Fund or makes an additional Capital Contribution if that date is not the first day of a calendar month, any Withdrawal (Redemption) Date that is not the last Business Day of a calendar month, such other day or days as the Managing Member may from time to time determine either generally or in any particular case, or the date of liquidation and dissolution of the Fund.

2.11 “ALLOCATION FORMULA” has the meaning set forth in Section 3.5 hereof.

2.12 “AUTHORIZED REPRESENTATIVES” has the meaning set forth in Section 14 hereof.

2.13 “BOOK CAPITAL ACCOUNT” has the meaning set forth in Section 3.5 hereof.

2.14 “BUSINESS DAY” means a day (other than a Saturday or Sunday) on which relevant financial markets are open for business in New York.

2.15 “BROKER” has the meaning set forth in Section 5.2.2(vii) hereof.

2.16 “CAPITAL CONTRIBUTION” means the total amount contributed to the Fund by each Member, from time to time, in accordance with the terms hereof.

2.17 “CAPITAL GAIN” means, for each Fiscal Year of the Fund, the Fund’s net income or gain resulting from all sales or other dispositions (including any deemed dispositions under the Code) of capital assets during such Fiscal Year with respect to which income, gain or loss is recognized for Federal income tax purposes, taking into account in the computation thereof, all capital gains reportable by the Fund for such Fiscal Year.

2.18 “CAPITAL LOSS” means, for each Fiscal Year of the Fund, the Fund’s net loss resulting from all sales or other dispositions (including any deemed dispositions under the Code) of capital assets during such Fiscal Year with respect to which income, gain or loss is recognized for Federal income tax purposes, taking into account in the computation thereof, all capital losses reportable by the Fund for such Fiscal Year.

2.19 “CEA” means the Commodity Exchange Act, as amended.

2.20 “CODE” means the Internal Revenue Code of 1986, as amended.

2.21 “CONFIDENTIAL MATTER” has the meaning set forth in Section 14 hereof.

2.22 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.23 “EVENT OF WITHDRAWAL” has the meaning set forth in Section 10.1 hereof.

2.24 “EXCLUDED INVESTMENTS” has the meaning set forth in Section 3.6.2 hereof.

2.25 “EXEMPT INTEREST” means an Interest that is owned by a Special Member.

2.26 “FISCAL YEAR” of the Fund means the calendar year.

2.27 “FUND” means KMP Futures Fund I LLC (formerly known as WCM Pool LLC).

2.28 “GAAP” means U.S. generally accepted accounting principles consistently applied under the accrual method of accounting.

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2.29 “HARDSHIPS” has the meaning set forth in Section 3.13.2 hereof.

2.30 “INTEREST” means a Member’s participatory share (obtained in consideration of each Capital Contribution) of the profits, losses, distributions, capital and assets of the Fund. On a percentage basis, an Interest is equal to the percentage obtained by dividing (as of the date of determination) the Book Capital Account balance of the Member whose Interest is being determined by the total Book Capital Account balances of all Members then outstanding. The dollar value of each Interest is equal to the Book Capital Account balance of the Member whose Interest is being calculated. Unless the context otherwise requires, references to an “Interest” also shall include an “Exempt Interest.” Interests may, but need not be, evidenced by certificates and unless otherwise determined by the Managing Member, shall each be of the same class and series. The Managing Member may, without limitation, issue additional classes or series of Interests having different investment and/or other objectives from other Interests so long as the Managing Member does not reduce the Book Capital Account of any existing Member by doing so without such Member’s prior consent. In the event the Managing Member determines to issue one or more additional classes or series of Interests, (i) the Managing Member is authorized to make such technical amendments to this Agreement as it determines to be necessary to effectuate the addition of such class(es) or series; (ii) the Fund shall maintain separate and distinct records for all series; (iii) the assets associated with each series shall be held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from the assets of each other series; (iv) the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Fund generally or any other series and (v) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Fund generally shall be enforceable against the assets of any particular series. Each Member shall have only one Interest in respect of all Capital Contributions made from time to time by such Member to each class or series, which Interest shall be calculated separately from each other Interest of a Member. Interests may be sub-divided into “Units” for purposes of reporting and keeping account of the value of each Interest.

2.31 “INVESTMENTS” means, without limitation, futures contracts, options on futures contracts, forward contracts, derivatives (such as swaps), and other instruments which lawfully may be purchased and sold by the Fund, directly or indirectly, under the CEA; stocks and other equity interests; bonds, notes and other debt instruments; investment contracts; mutual fund shares (both open and closed-end, whether public or private, and U.S. or non-U.S.); options, warrants, privileges, participations, and rights to acquire the same of public and private issuers throughout the world; Access Funds, limited partnership interests, limited liability company interests, and other interests pertaining to the foregoing; and such other instruments or interests as the Managing Member deems appropriate.

2.32 “IRS” means the Internal Revenue Service.

2.33 “JAMS” has the meaning set forth in Section 15.3.1.

2.34 “LOSSES” means, for each Fiscal Year of the Fund, losses of the Fund as determined for Federal income tax purposes, and each item of income, gain, loss or deduction entering into the computation thereof, except that any deductions for Management Fees charged against the Book Capital Account of any Interest pursuant to Section 3.6.1(iv) hereof and any income, gain or loss taken into account in determining the Capital Gain or the Capital Loss of the Fund for such Fiscal Year shall not enter into such computations.

2.35 “MANAGED ACCOUNT” means a separately managed account managed on behalf of the Fund (either directly or through an Access Fund) by a Trading Advisor.

2.36 “MANAGEMENT FEE” has the meaning set forth in Section 4.1.3 hereof.

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2.37 “MANAGING MEMBER” has the meaning set forth in Section 5.1 to this Agreement.

2.38 “MANAGING MEMBER AND ITS AFFILIATES” has the meaning set forth in Section 5.4.2 to this Agreement.

2.39 “MEMBER” means any person or entity who becomes a member of the Fund and who is listed as such on the books and records of the Fund, and may include the Managing Member with respect to Membership Interests purchased by it.

2.40 “MEMBERS” means the Managing Member and such other persons admitted to the Fund where no distinction is required by the context in which the term is used.

2.41 “NET ASSET VALUE” means at any date the total assets of the Fund or any class of Interests, including all cash and cash equivalents (valued at market plus accrued interest), accrued interest and the fair market value of all Investments and other assets, less all liabilities, with each determined on the basis of GAAP. The method by which Net Asset Value (and the Net Asset Value per Interest) will be calculated will be as set out in the Memorandum.

2.42 “MEMORANDUM” means the Information Memorandum of the Fund, amended and supplemented from time to time.

2.43 “PRIOR AGREEMENT” has the meaning specified in the first WHEREAS clause herein.

2.44 “PROFITS” means, for each Fiscal Year of the Fund, profits of the Fund as determined for Federal income tax purposes, and each item of income, gain, loss or deduction entering into the computation thereof, excluding from such computation the items described as being excluded from the computation of Losses in the definition thereof.

2.45 “RECONSTITUTED FUND” has the meaning set forth in Section 10.1(i) hereof.

2.46 “REGULATIONS” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time.

2.47 “SPECIAL MEMBER” has the meaning set forth in Section 3.12 hereof.

2.48 “SUBSCRIPTION ACCEPTANCE DATE” has the meaning set forth in Section 3.2.1 hereof.

2.49 “SUBSTITUTED MEMBER” has the meaning set forth in Section 9.2.1 hereof.

2.50 “TAX CAPITAL ACCOUNT” has the meaning set forth in Section 3.5 hereof.

2.51 “TRADING ADVISOR” means any person or entity engaged in the business of investing, trading and/or speculating in Investments (whether registered, exempt from registration or not subject to registration) retained by the Fund, directly and/or indirectly, to trade and/or invest a portion of the Fund’s assets through an Access Fund or a Managed Account.

2.52 “WITHDRAWAL (REDEMPTION) DATE” means the last Business Day of each month, or such other date(s) as the Managing Member in its sole discretion shall determine.

2.53 “WITHDRAWAL (REDEMPTION) REQUEST” has the meaning set forth in Section 3.13.1 hereof.

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3. MEMBERS, CAPITAL CONTRIBUTIONS, ADDITIONAL CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, ALLOCATIONS, WITHDRAWAL RIGHTS AND DISTRIBUTIONS

3.1 MEMBERS

The names, residence addresses and Capital Contributions of the Members shall be maintained by the Managing Member with the records of the Fund.

3.2 CAPITAL CONTRIBUTIONS

3.2.1 The terms of the Interests, the investor suitability requirements, and the minimum investment for Members shall be determined by the Managing Member in its sole discretion. Unless otherwise determined by the Managing Member in its sole discretion, each new Member shall be admitted to the Fund as of the first day of the month next succeeding the Managing Member’s receipt of such person’s Capital Contribution and such other documents or agreements as the Managing Member may require, or such other date as the Managing Member shall determine is appropriate (a “Subscription Acceptance Date”).

3.2.2 The Managing Member may contribute such amount(s) as it shall determine and may receive in return a Membership Interest. The Managing Member shall, with respect to any Membership Interest owned by it, enjoy all of the rights and privileges, and be subject to all of the obligations and duties, of a Member, in addition to its other rights, privileges and obligations under this Agreement.

3.2.3 No Member shall be paid interest on any Capital Contribution that is unrelated to the Fund’s investment activities.

3.2.4 No Member shall be personally liable for the return or repayment of all or any portion of the capital (or appreciation thereof) of any other Member, it being expressly agreed that any such return of capital or appreciation made pursuant to this Agreement shall be made solely from the assets of the Fund without any right of contribution from any other Member.

3.3 ADDITIONAL CAPITAL CONTRIBUTIONS

The Managing Member is authorized, without the consent of the other Members, to permit any existing Member to make an additional Capital Contribution upon such terms and conditions as the Managing Member, in its sole discretion, shall determine (an “Additional Contribution Date”). The terms and conditions under which any existing Member may increase its Capital Contribution shall be subject to all the provisions of this Agreement.

3.4 No ADDITIONAL CONTRIBUTIONS REQUIRED

No Member shall be required to make any contributions to the capital of the Fund beyond the Capital Contributions referred to in Section 3.2.1 or 3.2.2, except as provided in Section 3.11, and except for the payment and discharge of liabilities of the Fund attributable to any period during which he is or was a Member to the extent of his Book Capital Account.

3.5 CAPITAL ACCOUNTS

There shall be established for each outstanding class of Interest a book capital account (the “Book Capital Account”) and a tax capital account (the “Tax Capital Account”) for the Capital Contributions made by a Member. The balance of the Book and Tax Capital Account for each Interest initially shall

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equal the Capital Contribution made by a Member to the Fund for such Interest in accordance with Section 3.2. The balance of the Tax Capital Account for each Interest initially shall equal the Capital Contribution. Thereafter, the Book and Tax Capital Accounts for an Interest shall each be (a) increased by any additional Capital Contributions made by such Member, (b) reduced by the amount of any withdrawals (redemptions) or distributions made with respect to such Interest pursuant to Sections 3.13 and 3.14 hereof, and (c) further adjusted as hereinafter provided in Section 3.6 (in the case of Book Capital Accounts) and Section 3.7 (in the case of Tax Capital Accounts). Increases or decreases in Book and Tax Capital Accounts shall be made in accordance with the following formula (the “Allocation Formula”): unless otherwise provided in Sections 3.6, 3.8 or 3.9 with respect to each category or class of Interest, all Profits, Losses, Capital Gain and Capital Loss and any other items of gain, income, deduction or loss for each Accounting Period shall be allocated among all Interests in a class in proportion to their respective Book Capital Account balances as of the close of business on the applicable Allocation Date (prior to making any allocations for such Accounting Period).

3.6 ADJUSTMENTS TO BOOK CAPITAL ACCOUNTS

3.6.1 As of the close of business on each Allocation Date during each Fiscal Year, prior to making the allocations described in Sections 3.8 and 3.9 for such Fiscal Year, the following determinations and adjustments to the Book Capital Accounts of each class of Interest shall be made:

(i) The Net Asset Value of the Fund (before deduction of the Management Fee) shall be determined.

(ii) The difference between the current Net Asset Value and the Net Asset Value at the end of the preceding Accounting Period shall be allocated to Book Capital Accounts in accordance with the Allocation Formula set forth in Section 3.5.

(iii) Amounts paid or to be paid in respect of any Interest withdrawn (redeemed) shall be charged against the Book Capital Account maintained for such Member with respect to the Interest as of the close of the applicable Withdrawal (Redemption) Date, and amounts distributed or to be distributed in respect of an Interest shall be charged against the Book Capital Account maintained for such Member with respect to the Interest as of the close of the applicable record date for the distribution.

(iv) The Management Fee required to be accrued pursuant to Section 4.1.2 hereof with respect to each Interest that is subject to a Management Fee shall be calculated, and all such required amounts shall be charged against each Member’s Book Capital Account for the affected Interest.

3.6.2 Notwithstanding anything to the contrary, if the Managing Member determines that for legal, tax, regulatory or other reasons, a Member cannot participate in some or all of the Profit or Loss, if any, attributable to certain Investments (collectively, “Excluded Investments”), the Fund shall allocate the Profit, Loss, and related expenses for Excluded Investments only to the Book Capital Accounts of Members who are permitted to invest in such Investments.

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3.7 ADJUSTMENTS TO TAX CAPITAL ACCOUNTS

As of the close of each Fiscal Year, the Tax Capital Account maintained for each Interest shall be adjusted as follows:

(i) Each Tax Capital Account shall be increased by the amount of Profits, and decreased by the amount of Losses and deductions, allocated to such Interest pursuant to Section 3.8.

(ii) Each Tax Capital Account shall be decreased by the amount of any withdrawals or distributions made in respect of such Interest during or with respect to such Fiscal Year in accordance with Sections 3.13, 3.14 or 10.2 hereof.

(iii) Each Tax Capital Account shall be increased by the amount of Capital Gain and decreased by the amount of Capital Loss allocated to such Interest pursuant to Section 3.9.

(iv) The Tax Capital Account maintained for any Interest that is completely withdrawn (redeemed) during a Fiscal Year shall be eliminated as of the first day of the following Fiscal Year.

3.8 DETERMINATION AND ALLOCATION OF PROFITS, LOSSES AND CERTAIN DEDUCTIONS

As of the close of each Fiscal Year, the Profits and Losses of the Fund (and other items of gain, income, deduction or loss, except for items specifically allocated elsewhere in this Agreement) shall be determined for each Accounting Period during such Fiscal Year. For Federal, State and local income tax purposes, the Profits and Losses (and other items of gain, income, deduction or loss, except for items specifically allocated elsewhere in this Agreement) for each Accounting Period shall be allocated in accordance with the related credits and charges made against Book Capital Accounts pursuant to Section 3.6.1.

3.9 DETERMINATION AND ALLOCATION OF CAPITAL GAIN AND CAPITAL LOSS

As of the close of each Fiscal Year, the Capital Gain and Capital Loss of the Fund shall be determined for each Accounting Period during such Fiscal Year, and shall be allocated as follows:

(i) For each Accounting Period (up to the applicable Withdrawal (Redemption) Date for each Member hereinafter described), Capital Gain may be allocated first to each Member who has withdrawn (redeemed) all or any part of his Interest during such Fiscal Year up to any excess of the Book Capital Account over the Tax Capital Account maintained for the withdrawn Interest at the time of such withdrawal (redemption). If the Capital Gain to be so allocated to all Members who have withdrawn (redeemed) Interests during a Fiscal Year is less than the excess of all such Members, then Capital Gain shall be allocated among all such Members in the ratio that each such Member’s excess bears to the aggregate excess of all such Members.

(ii) Capital Gain remaining after the allocation in clause (i) above shall be allocated among all Members whose Book Capital Accounts are in excess of their Tax Capital Accounts (after the adjustments in clause (i)) in the ratio that each such Member’s excess bears to the aggregate excess of all such Members.

(iii) Any remaining Capital Gain shall be allocated among all Members in proportion to their respective Book Capital Accounts.

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(iv) For each Accounting Period (up to the applicable Withdrawal (Redemption) Date for each Member hereinafter described), Capital Loss may be allocated first to each Member who has withdrawn (redeemed) all or any part of his Interest during such Fiscal Year up to any excess of the Tax Capital Account over the Book Capital Account maintained for the withdrawn Interest at the time of such withdrawal (redemption). If the Capital Loss to be so allocated to all Members who have withdrawn (redeemed) all or any part of their Interests during a Fiscal Year is less than the excess of all such Members, then Capital Loss shall be allocated among all such Members in the ratio that each such Member’s excess bears to the aggregate excess of all such Members.

(v) Capital Loss remaining after the allocation in clause (iv) above shall be allocated among all Members whose Tax Capital Accounts are in excess of their Book Capital Accounts (after the adjustments in clause (iv)) in the ratio that each such Member’s excess bears in the aggregate excess of all such Members.

(vi) Any remaining Capital Loss shall be allocated among all Members in proportion to their respective Book Capital Accounts.

The foregoing allocations of Capital Gain and Capital Loss are intended to eliminate, to the extent possible, any disparity between the Book Capital Account and the Tax Capital Account for each Interest, consistent with the principles set forth in Section 704(c) of the Code.

3.10 ADMISSION OF MEMBERS; TRANSFERS

Members shall be deemed admitted, additional Capital Contributions from existing Members shall be accepted, and Tax and Book Capital Accounts shall be established, with respect to the Interests established for each of the foregoing, as of each Subscription Acceptance Date or Additional Contributions Date, as appropriate, or as of the date on which a transfer of Interests from a Member to another permitted person is recognized, or as of the date of admission of a new Managing Member. Any person to whom an Interest has been transferred shall succeed to the Tax and Book Capital Accounts with respect to the Interest transferred.

3.11 LIABILITY FOR CERTAIN TAXES

In the event that the Fund shall be deemed to be an entity separately subject to the state or local income tax laws of any jurisdiction or taxing authority, each Member shall be liable for any income taxes due and payable or paid to such jurisdiction in accordance with the Allocation Formula set forth in Section 3.5. The Managing Member is authorized to deduct the amount of such taxes from such Member’s Book Capital Account. The Member will remain liable for any deficiency and, upon request of the Managing Member, shall promptly pay the amount of such deficiency as requested by the Managing Member.

3.12 DESIGNATION OF SPECIAL MEMBERS

The Managing Member shall have the authority to designate certain Members as special Members (each, a “Special Member”). A Special Member shall have the same rights and obligations as a Member, except that the Interest held by a Special Member will, in the sole discretion of the Managing Member (i) not be charged the same Management Fee, and/or (ii) not be subject to the same withdrawal (redemption) restrictions, and/or (iii) not be subject to such other provisions as the Managing Member may specify. A Special Member shall include, but not be limited to, (a) the Managing Member, any member of the Managing Member or a director, officer, or employee of the Managing Member or another person occupying a similar position, and (b) such other persons as the Managing Member in its sole discretion may designate. Each Special Member shall be designated as a Special Member in the books

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and records of the Fund, but shall not, unless otherwise determined by the Managing Member, solely by virtue of being a Special Member owning an Exempt Interest, be deemed to own a separate class of Interest within the meaning of Section 2.29 hereof. A Special Member may lose his/its designation as a Special Member, at the sole discretion of the Managing Member.

3.13 WITHDRAWALS (REDEMPTIONS) BY MEMBERS

3.13.1 The Members recognize that the profitability of the Fund depends upon long-term and uninterrupted investment of capital. It is agreed, therefore, that the Fund’s profits may be automatically reinvested and that distributions of capital and profits, if any, to the Members shall be on a limited basis, if at all. Nevertheless, the Members contemplate the possibility that one or more of the Members may elect to withdraw (redeem) capital prior to the termination or dissolution of the Fund. Subject to the terms of this Section 3.13.1, each Member shall have the right to make a withdrawal (redemption), in whole or in part, from their Book Capital Account only on a Withdrawal (Redemption) Date if written notice of a withdrawal (redemption) in proper form (a “Withdrawal (Redemption) Request”) is received at least five (5) Business Days prior to the applicable Withdrawal (Redemption) Date, or at such other date(s) or time(s) and upon such terms and conditions as the Managing Member in its sole discretion shall determine. The minimum amount of any Withdrawal/Redemption Request is $1,000. If any Withdrawal (Redemption) Date falls on a day other than a Business Day, the Withdrawal (Redemption) Request will be honored on the first Business Day prior to such Withdrawal (Redemption) Date. If a Withdrawal (Redemption) Request is received after the deadline for receipt of requests for withdrawal (redemption) for any particular Withdrawal (Redemption) Date, it shall (unless otherwise determined by the Managing Member) be treated as a request for withdrawal (redemption) on the next Withdrawal (Redemption) Date. The Book Capital Account of the Interest of the withdrawing (redeeming) Member will be reduced by the withdrawing (redeeming) Member’s share of all expenses of the Fund and any applicable withdrawal (redemption) fees, as well as any expenses associated with such withdrawal (redemption), including without limitation, wire transfer fees and transactions costs. Withdrawal (redemption) from the Fund shall be effective as of the close of business on the applicable Withdrawal (Redemption) Date occurring after a timely Withdrawal (Redemption) Request in proper form has been received and accepted by the Managing Member.

3.13.2

(i) Withdrawal (redemption) payments will be made in US Dollars. Subject to the restrictions on the Fund’s ability to redeem set forth below, withdrawal (redemption) payments will be made promptly (generally between ten (10) and fifteen (15) Business Days) following the applicable Withdrawal (Redemption) Date; provided, that all liabilities, contingent or otherwise, of the Fund, have been paid or there remains property sufficient to pay them; and provided further, that under extraordinary circumstances as may be determined by the Managing Member in its sole discretion, including but not limited to, the inability to liquidate Investments as of a Withdrawal (Redemption) Date, or a default or delay in payments due the Fund from brokers, banks, or Investments in which the Fund is invested, or from other persons, or the Managing Member decides in the exercise of its reasonable discretion not to liquidate Investments on a disadvantageous basis, or other significant administrative or other hardships exist (collectively, “Hardships”), the Fund may delay payment to Members making a Withdrawal (Redemption) Request of the proportionate part of the value of the redeemed Interests represented by the sums that are the subject of the default or delay. In such case, payment shall be made as soon thereafter as practicable. Wire transfer fees payable by the Fund will be deducted from the withdrawal (redemption) proceeds payable to a withdrawing (redeeming) Member unless the Managing Member otherwise determines. No interest shall accrue on the withdrawal (redemption) proceeds pending payment. A Member may revoke his notice of intent to redeem on or prior to the Withdrawal (Redemption) Date by written instructions to the Managing Member.

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(ii) The foregoing withdrawal (redemption) policy is subject to the Fund’s ability to liquidate its Investments. If the Fund were unable to liquidate its Investments, the Fund may redeem the Interests held by the withdrawing (redeeming) Member to the extent possible.

3.13.3 The Managing Member may suspend withdrawals (redemptions) by the Members in any Fiscal Year in which the Managing Member determines that: (i) such suspension is necessary in order to assure that the Fund will not be treated as “publicly traded” under Code §7704, and (ii) treatment as “publicly traded” would be adverse to the Members. The Managing Member’s good faith determinations pursuant to the preceding sentence shall be final and conclusive as to all the Members. In addition, the Managing Member may suspend withdrawals (redemptions) by the Members for the whole or part of any Fiscal Year if the Managing Member determines that (i) the effect of withdrawals (redemptions), including withdrawals (redemptions) for which Withdrawal (Redemption) Requests have been received, would be materially to impair the Fund’s ability to operate in pursuit of its objectives, or (ii) the remaining Members would be unfairly and materially disadvantaged. In addition, the Managing Member may suspend the withdrawals (redemptions) of Interests, including the right to receive withdrawal (redemptions) proceeds and/or the issuance of additional Interests and the determination of Net Asset Value, upon the occurrence of any of the following circumstances (and in each case for the whole or any part of a period):

(i) closure of any exchange on which any Investment is normally dealt in or traded or exchanged, other than customary holidays;

(iii restriction of trading on the market on which any Investment of the Fund is normally dealt in or traded;

(iii) the existence of an emergency as a result of which, in the opinion of the Managing Member, disposal of any Investment of the Fund is not reasonable or practicable or it is not reasonable or practicable for the Fund fairly to determine the Net Asset Value per Interest of the Fund;

(iv) the inability of the Fund to obtain the necessary information regarding the Fund’s Investments; or

(v) the occurrence of a breakdown in any of the means normally employed by the Managing Member in ascertaining the price of any Investment attributed to the Fund or when for any reason the price of any Investment attributed to the Fund cannot reasonably be ascertained.

3.13.4 The Managing Member shall have the right to withdraw (redeem) any portion of its Book Capital Account at any time.

3.13.5 The Managing Member may mandatorily redeem any Member upon at least ten (10) days prior written notice if: (i) the Managing Member determines that the continued participation of such Member might cause the Fund to be deemed to be managing Plan Assets under ERISA, (ii) there is an unauthorized assignment made by a Member, or (iii) in the event that any transaction would or might violate any law or constitute a prohibited transaction under ERISA or the Code.

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3.13.6 The Managing Member may, in its sole discretion, upon such terms and conditions as it establishes, expressly waive or amend any of the restrictions, notice requirements, limitations or provisos regarding withdrawals (redemptions) contained in this Agreement, including without limitation, permitting a Member to make a withdrawal (redemption) other than at a regularly scheduled Withdrawal (Redemption) Date.

3.14 DISTRIBUTIONS

3.14.1 The Managing Member shall make distributions (i) in connection with the withdrawal (redemption) of funds from the Fund by a Member and (ii) from time to time as hereinafter provided in its sole and absolute discretion.

3.14.2 The Managing Member will distribute cash to the extent reasonably practicable, but may, in its sole discretion, distribute assets in-kind in lieu of cash. No Member shall, however, have the right to receive distributions in property other than cash.

3.14.3 The Managing Member may withhold from any amount payable to any Member, any taxes required to be paid or withheld by the Fund on behalf of or for the account of such Member. Any such taxes shall be deemed to be a distribution or payment to such Member, reducing the amount otherwise distributable to such Member pursuant to this Agreement and reducing the Book Capital Account of such Member.

3.14.4 No distribution shall be made in respect of any Interest to the extent that, after giving effect to the distribution, all liabilities of the Fund, other than liabilities to the Members on account of their Interests, exceed the fair market value of the Fund’s assets. The aggregate distributions made (other than constructive distributions described in Section 3.14.3 hereof and distributions on termination, which shall be made in the manner described in Section 10.2 hereof) shall be made in accordance with the Allocation Formula set forth in Section 3.5 and paid to the holders of record of such Interests.

3.14.5 No Member shall have the status of, or be entitled to the remedies available to a creditor of the Fund with respect to distributions.

4. FEES AND EXPENSES

4.1 FEES AND EXPENSES OF THE FUND

4.1.1 The Fund will bear all (i) legal, bookkeeping, accounting, custodial, administration (including, without limitation, the costs and expenses of the Administrator), auditing, tax preparation charges and related charges of the Fund (including reimbursement of the Managing Member on a reasonable time-spent basis, for certain legal, accounting, administrative and registrar and transfer agent work performed by certain of the Managing Member’s personnel for and on behalf of the Fund), (ii) expenses associated with the continued offering of its Interests, which include but are not limited to expenses enumerated in (i), as well as printing, solicitation and other related expenses, (iii) investment related expenses, including, but not limited to brokerage commissions and fees, “bid-ask” spreads, mark-ups, margin interest and other transactional charges and clearing fees, as well as banking, sales and purchase commissions and charges and exchange fees, fees and charges of other custodians and clearing agencies, interest and commitment fees on loans and debit balances, income taxes, withholding taxes, transfer taxes and other governmental charges and duties, and other transactional charges and clearing fees incurred by a Trading Advisor on behalf of the Fund, the Fund’s pro rata share of the expenses of any Access Fund into which it invests, and any due diligence expenses incurred in selecting and monitoring the Trading Advisor and any Access Funds, (iv) operational and overhead expenses of the Fund, including but not limited to, photocopying, postage, and telephone expenses, (v) preparation of monthly,

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quarterly, annual and other reports required by applicable Federal and state regulatory authorities, (vi) Fund meetings and preparing, printing and mailing of proxy statements and reports to Members, (vii) client relations and services, (viii) computer equipment, system maintenance and other technology-related expenses, (ix) the fees to be paid to the Fund’s Trading Advisor(s), (x) the Management Fee, as described in Section 4.1.3 hereof, and (xi) extraordinary (including litigation and indemnification) expenses, if any, involving the Fund.

4.1.2 Notwithstanding Section 4.1.1 hereof, the aggregate annual expenses set forth in Sections 4.1.1(i) through 4.1.1(viii) shall in no event exceed 1.5% per annum of the average Net Asset Value of the Fund. Any such expenses incurred by the Fund in excess of this amount shall be paid by the Managing Member.

4.1.3 Except as may be permitted by Section 3.12, the Managing Member, shall receive a monthly fixed fee (the “Management Fee”) from the Fund as compensation for its services to the Fund in an amount equal to 1/12^th of six percent (6%) of the Book Capital Account balances of each Interest (excluding the Interests of the Managing Member, and the Interests of Special Members to the extent they are not required to pay a Management Fee, or if they are required to pay a different Management Fee, the applicable percentage of their Book Capital Accounts which has been agreed upon with the Managing Member) as of the Business Day immediately preceding the first calendar day of each month, taking into consideration any subscriptions for such month and any withdrawals (redemptions) for the preceding month. The Management Fee will be payable monthly in advance as soon as practicable following the first day of each month to which it relates. If additional Capital Contributions are made other than at the beginning of a month or if amounts are permitted to be withdrawn (redeemed) other than at the end of a month pursuant to Section 3.13, the Management Fee will be appropriately prorated to reflect such addition or withdrawal (redemption).

4.2 MANAGING MEMBER OBLIGATIONS

The Managing Member will be responsible for all of its routine operational expenses, including the salaries of its personnel, rent, utilities, and other items coming under the category of overhead. Except as otherwise provided in Section 4.1.2, the Managing Member will not be responsible for any expenses in Section 4.1.

5. MANAGEMENT

5.1 MANAGEMENT OF FUND BUSINESS

The Fund shall be managed, and the conduct of the Fund’s business shall be controlled and conducted, by the person designated as the Fund’s managing member (the “Managing Member”) in accordance with this Agreement. Kenmar Preferred Investments Corp. shall be the Managing Member. The Managing Member shall be required to devote such time and attention as it determines to be necessary to accomplish the purposes and to conduct the business of the Fund, but shall not be precluded from engaging in other activities or business ventures of any kind. In addition, the Managing Member shall oversee the safekeeping and use of all funds and assets of the Fund, whether or not in the Managing Member’s immediate possession or control, and the Managing Member shall not employ or permit another to employ such funds or assets in any manner, except for the benefit of the Fund.

5.2 POWERS OF THE MANAGING MEMBER

5.2.1 The Managing Member shall have and may exercise, on behalf of the Fund, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Fund and as permitted under the Act and the CEA, including, as required by applicable law, being the Fund’s Commodity Pool Operator.

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5.2.2 Subject to any and all limitations expressly set forth in this Agreement, the Managing Member shall perform or cause to be performed, the coordination of all management and operational functions relating to the business of the Fund. Without limiting the generality of the foregoing, the Managing Member is expressly authorized on behalf of the Fund to:

(i) expend the capital and revenues of the Fund in furtherance of the Fund’s business, and borrow and raise money from time to time, and issue, accept, endorse and execute notes, drafts, guarantees, bills of exchange, and evidence of indebtedness of all kinds, whether or not with security;

(ii) open, maintain and close, in the name of the Fund, Investments and other trading accounts, bank accounts, and to draw checks or other orders for the payment of money;

(iii) make, or designate and appoint other persons to make, directly or indirectly, all or any portion of the Fund’s trading and investment decisions, for the purposes set forth in this Agreement;

(iv) enter into agreements and contracts with third parties, terminate such agreements and institute, defend and settle litigation arising therefrom and give receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto;

(v) maintain adequate records and accounts of all operations and expenditures and furnish the Members with the reports required hereunder;

(vi) take and hold all property of the Fund, real, personal and mixed, in the name of the Fund, or in the name of a nominee authorized by the Managing Member;

(vii) enter into one or more customer agreements with one or more dealers or brokers, including dealers or brokers who may be affiliated with the Managing Member (“Brokers”), and subject to applicable federal securities and futures laws, enter into agency cross transactions with one or more Brokers;

(viii) execute for and on behalf of the Fund any filing, notice, form or other document under any federal or state securities law and to take any additional action as it shall deem necessary or desirable to effectuate the offering of Interests;

(ix) sell, lease, exchange or otherwise dispose of all or any portion of the property of the Fund;

(x) employ consultants, experts, professionals, accountants, auditors, attorneys, brokers, engineers, custodians, escrow agents, administrators, and any other third parties, including Affiliates of the Managing Member, deemed necessary by the Managing Member, and terminate such employment;

(xi) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Fund;

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(xii) pay any and all reasonable fees and to make any and all reasonable expenditures which it, in its sole discretion, deems necessary or appropriate in connection with the offering and sale of the Interests, the management of the affairs of the Fund, the investment and maintenance of the assets of the Fund, and the carrying out of its obligations and responsibilities under this Agreement;

(xiii) pay any and all reasonable fees and to make any and all reasonable expenditures to an Affiliate which it, in its sole discretion, deems necessary or appropriate in connection with the administration of the Fund;

(xiv) admit an assignee of a Member’s Interest to be a substituted Member in the Fund, pursuant to and subject to the terms of Section 9 hereof, without the consent of any Member;

(xv) determine the accounting methods and conventions to be used in the preparation of the tax returns referred to in Section 7.4, and make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Fund, or any other method or procedure related to the preparation of such returns;

(xvi) be designated to and act as the Tax Matters Member in accordance with Section 6231(a)(7) of the Code, to which designation each Member hereby consents as an express condition of being admitted to the Fund, and, in such capacity, to participate in an audit of the Fund’s return of income and consent to assessments by the auditing agent that may be adverse to the Members or the Fund and, in connection therewith, to negotiate, settle and make agreements and adjustments with respect to the Fund’s tax returns binding upon the Members;

(xvii) make (and if made, to revoke) the elections referred to in Sections 475, 754 or other provisions of the Code or Regulations. Each of the Members will, upon request, supply the information necessary to properly give effect to such election or otherwise necessary for any tax purpose;

(xviii) reconstitute the Fund prior to its termination;

(xix) pay or authorize the payment of distributions to the Members;

(xx) prosecute, defend, settle or compromise actions or claims at law or in equity at the Fund’s expense as may be necessary or proper to enforce or protect the Fund’s interests, and shall satisfy any judgment, decree or decision of any court, board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefore, and then, out of the Fund’s assets; and

(xxi) vote all proxies with respect to securities Investments held by the Fund.

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5.3 RESTRICTIONS ON MANAGING MEMBER’S AUTHORITY

5.3.1 Notwithstanding anything in this Agreement to the contrary, the Managing Member may not, without the consent or ratification of the specific act by all the Members, do any of the following:

(i) do any act in contravention of this Agreement or the Fund’s Certificate of Formation;

(ii) do any act which would make it impossible to carry on the ordinary business of the Fund;

(iii) admit a person as a Member of the Fund, except in accordance with Sections 8 and 9; or

(iv) amend this Agreement in violation of Section 11.1.

5.3.2 The foregoing Section 5.3.1 notwithstanding, the Managing Member may without the consent or ratification of Members confess a judgment against the Fund.

5.4 LIABILITY AND INDEMNIFICATION

5.4.1 Neither the Managing Member, nor its officers, directors, employees, principals, or Affiliates shall be liable, responsible or accountable in damages or otherwise for any losses suffered by the Fund or any of the Members, their respective successors, assignees or transferees or to third parties which arises out of any action or inaction of such person, if such person determined that such course of conduct was in the best interest of the Fund and such action did not constitute negligence or misconduct of such person. Notwithstanding the foregoing, nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that the Members may have under federal or state securities laws.

5.4.2 The Fund shall indemnify and hold harmless the Managing Member, its officers, directors, employees, principals, and Affiliates (“Managing Member and its Affiliates”), against any losses, judgments, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Fund provided that the Managing Member and its Affiliates were acting on behalf of or performing services for the Fund and has determined, in good faith, that such course of conduct was in the best interests of the Fund and such liability or loss was not the result of negligence, misconduct, or a breach of this Agreement on the part of the Managing Member. The Managing Member may, in its sole discretion, advance to any person or entity entitled to indemnification hereunder reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arise out of such conduct (and if the action was initiated by a third party who is not a Member), provided that all such advances will be promptly repaid if it is subsequently determined that the person or entity reserving such advance was not entitled to indemnification hereunder. No indemnification may be made and each indemnified party shall reimburse the Fund to the extent of any indemnification previously made in respect of any claim, issue or matter as to which the indemnified party shall have been adjudged to be liable for gross negligence, bad faith, fraud or willful misconduct in the performance of its duties to the Fund or would not otherwise be entitled to be held harmless under Section 5.4.1 hereof unless, and only to the extent that, the court in which such action or suit was brought determines that in view of all the circumstances of the case, despite the adjudication of liability the indemnified party is fairly and reasonably entitled to indemnity for those expenses which the court deems proper. Any indemnity under this Section 5.4.2 shall be paid from, and only to the extent of, Fund assets, and no Member shall have any personal liability on account thereof.

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5.4.3 All rights to indemnification permitted in this Agreement and payment of associated expenses shall not be affected by the termination and dissolution of the Fund or the removal, withdrawal, insolvency, bankruptcy, termination, or dissolution of the Managing Member.

5.4.4 Notwithstanding the above, the Managing Member and its Affiliates and any person acting as broker-dealer for the Fund shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.

5.5 DETERMINATION BY MANAGING MEMBER OF CERTAIN MATTERS

5.5.1 All matters concerning the determination of the Net Asset Value, valuation of Investments, the allocation of profits, losses, Capital Gains and Capital Losses among the Members including the taxes thereon and accounting procedures shall be determined by the Managing Member, in its sole discretion, the determination of which shall be final and conclusive as to all the Members. In addition to the foregoing, the Managing Member shall be authorized, without the need to obtain the consent of the Members, to make such allocations of tax items of the Fund, and such adjustments to the Members’ Book Capital Accounts maintained in accordance with Section 3 hereof, as the Managing Member deems necessary or desirable to enable the Fund’s allocations and maintenance of Book Capital Accounts for the Members pursuant to this Agreement to comply with the provisions of Sections 704(b) and 704(c) of the Code and any Treasury Regulations promulgated thereunder. The Managing Member shall be entitled to consult with, and rely upon the advice of, the Fund’s accountants or attorneys with respect to the matters referred to in this Section 5.5 and shall incur no liability in connection with any such allocations or adjustments made in reliance thereon, and no such allocations or adjustments shall give rise to any claim or cause of action by any Member, provided that they were selected with reasonable care and the matter consulted is reasonably believed by the Managing Member to be within such persons’ professional or expert competence. In the event of any inconsistency between the provisions of this Section 5.5 and any other provision hereof, the provisions of this Section 5.5 shall control.

5.5.2 The Managing Member shall have the right in its sole discretion to decide on behalf of the Fund whether and to what extent the Fund will participate in a particular Investment, and this decision shall be regardless of the decision made by the Managing Member and its Affiliates for its own account, or as trustee, fiduciary or advisor for others.

5.6 CONFLICTS DERIVED BY DUAL STATUS OF THE MANAGING MEMBER

In the event of any inconsistency or conflict between the rights and obligations of the Managing Member as a managing member and as a Member under this Agreement, the rights and duties of the Managing Member shall control.

5.7 INSURANCE

The Managing Member may obtain appropriate insurance on behalf of the Fund to secure the Fund’s obligations hereunder.

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5.8 VOLUNTARY WITHDRAWAL BY THE MANAGING MEMBER

The Managing Member may withdraw voluntarily as the Managing Member of the Fund only upon one hundred and twenty (120) days’ prior written notice to all Members. If the withdrawing Managing Member is the last remaining Managing Member, Members holding Interests equal to at least a majority (over 50%) of the Net Asset Value of the Fund (excluding Interests held by the Managing Member and its Affiliates) may vote to elect and appoint, effective as of a date on or prior to the withdrawal, a successor Managing Member who shall carry on the business of the Fund. In the event of its removal or withdrawal, the Managing Member shall be entitled to a redemption of its Interest at the Net Asset Value of the Fund on the next Withdrawal (Redemption) Date following the date of removal or withdrawal.

6. RIGHTS AND OBLIGATIONS OF MEMBERS

6.1 LIMITATIONS ON MEMBERS

Except as otherwise provided in this Agreement, no Member shall: (i) be permitted to take part in the management or control of the business or affairs of the Fund, unless expressly permitted in other provisions of this Agreement, and then only to the limited extent provided, (ii) have any voice in the management or operation of any Investment or other property, or (iii) have the authority or power in his or its capacity as a Member to act as an agent for or on behalf of the Fund or any other Member, to do any act which would be binding on the Fund or any other Member, or to incur any expenditures on behalf of or with respect to the Fund.

6.2 RIGHTS OF MEMBERS

In addition to any other rights specified herein, Members holding Interests representing at least a majority (over 50%) of the Net Asset Value of the Fund (excluding Interests held by the Managing Member and its Affiliates), voting separately as a class may vote to (i) elect a successor Managing Member as provided in Section 5.8, (ii) remove the Managing Member on not less than ninety (90) days prior written notice to the Managing Member, (iii) approve amendments to this Agreement as set forth in Section 11.2 hereof, or (iv) continue the Fund, or reconstitute and continue the business of the Fund as a Reconstituted Fund, each as provided in Section 10.1.1 hereof.

6.3 LIABILITY OF MEMBERS

6.3.1 The liability of each Member for the losses, debts and obligations of the Fund except as set forth in Section 3.11 shall be limited to such Member’s Capital Contribution and share of any undistributed assets of the Fund, except to the extent a Member shall be liable under applicable law for previous distributions made to such Member where the Fund does not have sufficient assets to discharge its liabilities pursuant to Section 3.14 hereof, and such Member had knowledge thereof at the time of distribution, or where such liability is founded upon misstatements or misrepresentations contained in such member’s subscription agreement delivered in connection with the purchase of an Interest or a breach of this Agreement. The foregoing notwithstanding, the Members shall each be liable to the Fund for the payment and discharge of liabilities of the Fund attributable to any Fiscal Year during which he is or was a Member to the extent of his Book Capital Account balance at the beginning of such Fiscal Year.

6.3.2 Subject to Section 6.3.1 hereof, the Managing Member shall have sole discretion to specify reasonable penalties or consequences for any Member who fails to perform in accordance with, or to comply with the terms and conditions of this Agreement prior to the happening of such failure, including, but not limited to, violations of Sections 3, 7 and 9 hereof, and at the time or upon the

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happening of events specified in this Agreement, a Member shall be subject to such specified penalties or consequences, provided that the Managing Member had notified such Member with reasonable means and within reasonable time of the specified penalties or consequences prior to the happening of events specified in this Agreement.

6.4 MEETINGS; CONSENTS

A meeting of the Members for the purpose of acting upon any matter upon which the Members are entitled to vote may be called at any time by the Managing Member or upon the written request of Members holding Interests equal to at least 10% of the Net Asset Value of the Fund. The Managing Member shall give written notice of any such meeting to all Members (in the case of a meeting called by the Members, the Managing Member shall provide such notice within fifteen (15) days following receipt of such request) and such meeting shall be held not less than thirty (30) and not more than sixty (60) calendar days after the Managing Member sends notice to the Members. The Managing Member may submit any matter upon which the Members are entitled to vote to the Members for a vote by written consent without a meeting. Such written consents shall be treated for all purposes as votes at a meeting. If the vote or consent of any Member to any action of the Fund or any Member, as contemplated by this Agreement, is solicited by the Managing Member, the solicitation shall be effected by notice to each Member given in the manner provided in Section 15.1. The vote or consent of each Member so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received by that Member, unless the Member expresses written objection to the vote or consent by notice given in the manner provided in Section 15.1 and actually received by the Fund within twenty (20) calendar days after the notice of solicitation is effected. The Managing Member and all persons dealing with the Fund shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to this Section 6.4 and shall be fully indemnified by the Fund in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Members shall not be void or voidable by reason of timely communication made by or on behalf of all or any of such Members in any manner other than as expressly provided in Section 15.1.

6.5 OTHER BUSINESSES OF MEMBERS

Any Member, or any stockholder, equity owner, officer, manager, member, director, Affiliate or agent of any Member, may engage in or possess any interest in other business ventures of any kind, nature or description, independently or with others, including but not limited to investments in, and financing, acquiring and disposing of, Investments, investments and management counseling, brokerage services, or serving as officers, directors, advisors or agents of other companies, whether such ventures are competitive with the Fund or otherwise, and neither the Fund nor any Members shall have any rights or obligations by virtue of this Agreement or the Fund relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom.

7. BOOKS, RECORDS AND REPORTS

7.1 BOOKS AND RECORDS

The Managing Member shall cause the Fund to keep complete and accurate books of the accounts with respect to the Fund’s operations. The Members shall have the right during normal business hours to request access to and copy such books and records, upon at least ten (10) Business Days’ prior written notice to the Managing Member, in person or by their authorized attorney or agent, but only if the request to access and/or copy: (i) is for a purpose reasonably related to the Fund’s business and the Member’s Interest in the Fund (as determined by the Managing Member), is not for any commercial purpose, is not detrimental to the best interest of the Fund, is not damaging to the Fund or its business, and the Fund is

19

not required by law or by agreement with third parties to keep such books and records confidential (as reasonably determined by the Managing Member in good faith); (ii) only if the Member agrees (in form and substance satisfactory to the Managing Member) to use such information only for Fund purposes and to maintain such information in strict confidence; and (iii) only if reasonable reproduction and distribution costs are paid by such Member.

7.2 ACCOUNTING BASIS

The Fiscal Year of the Fund shall begin on the 1st day of January and end on the 31st day of December of each year (the “Fiscal Year”). The Fiscal Year in which the Fund shall terminate shall begin on January 1 and end on the date of termination of the Fund. Fund books shall be kept in accordance with the accounting methods followed by the Fund for federal income tax purposes, which accounting methods shall be selected by the Managing Member by the time of filing of the Fund’s federal income tax return for its Fiscal Year. Financial reports shall be on the basis of GAAP, with such adjustments deemed necessary or advisable by the Managing Member. The books of account and records of the Fund shall be audited as of the end of each Fiscal Year of the Fund by an independent certified public accountant selected by the Managing Member.

7.3 REPORTS

7.3.1 The Fund will send each Member such information as the CFTC may require to be given to the participants in a “commodity pool” and any other such information as the Managing Member shall deem appropriate.

7.3.2 The Fund will provide Members with an audited annual report for the Fund generally by March 31 of the year following the end of each Fiscal Year subject to the receipt of financial reports from underlying investment managers or funds with or in which the Fund’s assets are directly or indirectly invested in sufficient time to enable the Fund to do so.

7.4 TAX INFORMATION

The Fund shall use its (a) reasonable best efforts to deliver to each Member a Schedule K-1 on or before March 31st in each Fiscal Year.

8. ADMISSION OF NEW MEMBERS

8.1 ADDITIONAL MEMBERS

The Managing Member shall have the authority to cause the Fund to offer an unlimited number of Interests for sale by means of offerings or otherwise pursuant to the Memorandum on such terms as the Managing Member shall determine in its sole discretion. Members may, with the consent of the Managing Member and with no consent required from any Member, be admitted as set forth in Section 3.2.1, or add capital as set forth in Section 3.3. In determining whether to admit a new Member or whether to permit an existing Member to add capital, the Managing Member shall, among other things, consider the implications under the CEA, the 1933 Act, the 1940 Act, the Code, ERISA and IRS Regulation §1.7704-1(h). Each new Member will be required to execute an agreement pursuant to which it will become bound by the terms of this Agreement. Admission of a new Member shall not be a cause for dissolution of the Fund.

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8.2 ADDITIONAL MANAGING MEMBERS

Additional Managing Members may be admitted to the Fund as provided herein. In addition, the Managing Member may admit additional Managing Member(s) in its sole discretion if such additional Managing Member(s) are Affiliates of the Managing Member.

9. TRANSFERABILITY, ASSIGNMENT, PLEDGES AND SUBSTITUTION

9.1 RESTRICTIONS

9.1.1 No sale, transfer, assignment or pledge of a Member’s Interest may be made without the prior written consent of the Managing Member, which consent shall be granted or withheld in the sole discretion of the Managing Member. Any act by a Member in violation of this Section 9 shall not be binding upon or recognized by the Fund (regardless of whether the Managing Member has knowledge thereof), unless approved or consented to in writing by all of the Members of the Fund other than the Member assigning his Interest or the Managing Member.

9.1.2 No sale, transfer, assignment or pledge of a Member’s Interest may be made unless the Managing Member has been satisfied that:

(i) when added to the total of all other sales, exchanges, transfers, assignments or pledges of Interests within the preceding twelve months, it would not result in the Fund being considered to have terminated for federal income tax purposes;

(ii) it would not violate any Federal or State securities laws, including any investor suitability standards applicable to the Fund or the Interest to be sold, exchanged, transferred or assigned, or any other laws;

(iii) it would not cause the Fund to lose its status as a partnership for federal income tax purposes;

(iv) all the provisions of this Agreement shall have been complied with; and

(v) there shall have been filed with the Fund a notification of such sale, assignment, transfer or pledge, in form satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor, transferor or pledgor, and the purchaser, assignee, transferee or pledgee.

9.1.3 Each Member requesting a sale, transfer, assignment or pledge of his Interest agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Fund in connection with such sale, transfer, assignment or pledge.

9.1.4 Any sale, assignment, transfer or pledge, shall be recognized by the Fund as effective only as of such date as shall be designated by the Fund as reasonably convenient for it.

9.1.5 Unless and until admitted as a Substituted Member pursuant to Section 9.2 hereof, the assignee (including a pledgee) of a Member’s Interest shall not have any statutory or other rights of the assigning Member under any applicable law or this Agreement, other than the right to receive distributions with respect to the assigned Interest. Anything herein to the contrary notwithstanding, both the Fund and the Managing Member shall be entitled to treat the assignor of an Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to him, until such time as the requirements of this Section 9 have been fulfilled.

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9.2 SUBSTITUTED MEMBERS

9.2.1 No Member shall have the right to substitute a purchaser, assignee, transferee, pledgee, donee, heir, legatee, distributee or other recipient of such Member’s Interest as a Member in such person’s place. Any such purchaser, assignee, transferee, pledgee, donee, heir, legatee, distributee or other recipient of an Interest (whether pursuant to a voluntary or involuntary transfer) shall be admitted to the Fund as a substituted member (the “Substituted Member”) only:

(i) with the prior written consent of the Managing Member, which consent may be granted or withheld in the sole discretion of the Managing Member;

(ii) by satisfying the other requirements of this Section 9; and

(iii) upon filing of an amendment to this Agreement and compliance with all other legal requirements and filing obligations. The Managing Member’s consent to the admission of a person as a Substituted Member may be evidenced by the execution by the Managing Member of an amendment to this Agreement evidencing the admission of such person as a Substituted Member. The Members hereby consent and agree to any such admission of a Substituted Member by the Managing Member, and agree that the Managing Member may, on behalf of each Member and on behalf of the Fund, cause the Certificate of Formation of the Fund to be appropriately amended, and recorded as so amended, and the books and records of the Fund to be modified to reflect any such admission.

9.2.2 Each Substituted Member, as a condition of such person’s admission as a Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Managing Member, as the Managing Member deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Member to be bound by all the terms and provisions of this Agreement. Further, each Substituted Member agrees, upon the request of the Managing Member, to execute such certificates or other documents and perform such acts as the Managing Member deems appropriate to preserve the limited liability status of the Fund after the completion of any assignment of an Interest. For purposes of this section, any transfer of an Interest, whether voluntary or by operation of law, shall be considered an assignment.

9.2.3 Each Substituted Member, as a condition of admission, hereby indemnifies the Fund and each other Member against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Member.

9.3 TRANSFER OF FUND INTEREST BY MANAGING MEMBER

Nothing in this Agreement shall be deemed to prevent the merger of the Managing Member with another corporation or entity, the reorganization of the Managing Member into or with any other corporation, limited liability company or other similar entity, or the transfer of all the equity interests of the Managing Member or the assumption of the rights, duties and liabilities of the Managing Member by, in the case of a merger, reorganization or consolidation, the surviving entity by operation of law.

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10. DISSOLUTION, LIQUIDATION AND TERMINATION OF THE FUND

10.1 DISSOLUTION

10.1.1 The Fund shall be dissolved upon the happening of any of the following events:

(i) the insolvency, bankruptcy, dissolution or withdrawal of the Managing Member or the occurrence of any other event which under the Act causes the Managing Member to cease to be the Managing Member of the Fund (each of the foregoing events an “Event of Withdrawal”) unless (a) at the time there is at least one remaining Managing Member and that remaining Managing Member carries on the business of the Fund, or (b) within ninety (90) days of such Event of Withdrawal all the remaining Members agree in writing to continue the business of the Fund and to select, effective as of the date of such event, one or more successor Managing Members. If the Fund is dissolved as the result of an Event of Withdrawal of the Managing Member and a failure of the Members to continue the business of the Fund and appoint a successor Managing Member as provided in (b) above, within one hundred twenty (120) days of such Event of Withdrawal, Members holding a majority in interest (over fifty percent (50%)) of the outstanding Interests (excluding Interests held by the withdrawing Managing Member and its Affiliates) may elect to reconstitute and continue the business of the Fund by forming a new limited liability company (the “Reconstituted Fund”) on the same terms and provisions as set forth in this Agreement. Any such election must also provide for the election of a Managing Member to the Reconstituted Fund. If such an election is made, all Members of the Fund shall be bound thereby and continue as Members of the Reconstituted Fund;

(ii) an election by the Managing Member, in its sole discretion, to terminate the Fund;

(iii) an election by all Members holding over eighty percent (80%) of the outstanding Interests (excluding Interests held by the withdrawing Managing Member and its Affiliates) to dissolve the Fund; or

(iv) a termination of the Fund required by the operation of law.

10.1.2 Dissolution of the Fund shall be effective on the day on which the event occurs giving rise to the dissolution, but the Fund shall not terminate until the Certificate of Formation of the Fund has been cancelled and the assets of the Fund have been distributed as provided herein.

10.2 LIQUIDATION

10.2.1 Upon dissolution of the Fund, the Managing Member, or liquidating trustee if one is appointed, shall:

(i) wind up the affairs of the Fund and subject to the provisions of Section 10.2.2, liquidate such of the Fund assets as it considers appropriate, determining in its discretion the time, manner and terms of any sale or other disposition thereof;

(ii) apply and distribute the assets to the payment of all taxes, debts and other obligations and liabilities of the Fund, and the necessary expenses of liquidation, provided, however, that all debts, obligations and other liabilities of the Fund as to which

23

personal liability exists with respect to any Member shall be satisfied, or a reserve shall be established therefore, prior to the satisfaction of any debt, obligation or other liability of the Fund as to which no such personal liability exists; and, provided, further, that where a contingent debt, obligation or liability exists, a reserve, in such amount as the Managing Member deems reasonable and appropriate, shall be established to satisfy such contingent debt, obligation or liability, which reserve shall be distributed as provided in this Section 10.2.2 only upon the termination of such contingency;

(iii) make the allocations and adjustments to Book and Tax Capital Accounts provided in Sections 3.6 and 3.7; and

(iv) apply and distribute the remaining proceeds of such liquidation to all Members in proportion to and to the extent of the positive balances in their respective Book Capital Accounts.

10.2.2 Notwithstanding the provisions of Section 10.2.1 above, if, on dissolution of the Fund, the Managing Member or the liquidating trustee shall determine that an immediate sale of part or all of the Fund’s assets would cause undue loss to the Fund, the Managing Member or the liquidating trustee may, in order to avoid such losses, either:

(i) defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Fund except those necessary to satisfy debts and liabilities of the Fund;

(ii) distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 10.2.1 above, undivided interests in any Fund assets and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Fund; and

(iii) distribute to the Members, in lieu of cash and in accordance with the provisions of Section 10.2.1 above, Fund assets and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Fund (for this purpose a distribution of property other than cash shall be treated as a distribution in cash of an amount equal to the fair market value of the property (net of any liability subject to which the property is distributed) as of the date of distribution).

10.2.2 When the Managing Member or liquidating trustee has complied with the foregoing, the Members shall execute, acknowledge and cause to be filed an instrument evidencing the cancellation of the Certificate of Formation of the Fund.

11. AMENDMENTS

11.1 PERMITTED AMENDMENTS

Amendments to this Agreement may be proposed by the Managing Member or by Member(s) holdings Interests that in the aggregate equal to at least 10% of the Net Asset Value of the Fund. Except as otherwise provided in this Section 11.1, this Agreement may be amended, in whole or in part, with the approval of Members holding a majority in interest (over fifty percent (50%)) of the outstanding Interests (excluding Interests held by the Managing Member and its Affiliates); provided that the Managing Member may approve any amendment that would not adversely affect the Members without the consent of the Members.

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11.2 AMENDMENTS REQUIRING CONSENT OF MEMBERS

Any amendment that would:

(i) increase the obligation of a Member to make any contribution to the capital of the Fund,

(ii) reduce the Book Capital Account or Tax Capital Account of a Member other than in accordance with Section 3, or

(iii) modify the events causing the dissolution of the Fund,

may be made only if (a) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (b) such amendment does not become effective until (1) each Member has received written notice of such amendment and (2) any such Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Managing Member) to withdraw his, her or its entire Interest.

11.3 AMENDMENTS NOT REQUIRING CONSENT OF MEMBERS

By way of example only, the Managing Member at any time without the consent of the Members may:

(i) restate this Agreement together with any amendments hereto which have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document;

(ii) amend this Agreement (other than with respect to the matters set forth in Section 11.2 hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, provided that such action does not adversely affect the rights of any Member in any material respect; and

(iii) amend this Agreement to make such changes as may be necessary or desirable, based on advice of legal counsel to the Fund, to assure the Fund’s continuing eligibility to be classified for U.S. Federal income tax purposes as a partnership which is not treated as a corporation under Section 7704(a) of the Code.

11.4 NOTICE OF AMENDMENTS

The Managing Member shall give written notice of any proposed amendment that requires consent by a Member to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text thereof will be furnished to any Member upon request.

12. POWERS OF ATTORNEY

12.1 APPOINTMENT

12.1.1 Each Member, by his execution hereof, hereby makes, constitutes and appoints the Managing Member as his true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in his name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) this Agreement and any amendment to this Agreement; (ii) the original Certificate of

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Formation and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the Managing Member to carry out the provisions of this Agreement and applicable law or to permit the Fund to become or to continue as a limited liability company wherein the Members have limited liability in a jurisdiction where the Fund may be doing business; (iv) all instruments that the Managing Member deems appropriate to reflect a change or modification of this Agreement or the Fund in accordance with this Agreement, including without limitation the substitution of assignees as Members pursuant to Section 9.2 and amendments to this Agreement; (v) all conveyances and other instruments or papers deemed advisable by the Managing Member to effect the dissolution and termination of the Fund; (vi) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Fund; and (vii) all other instruments or papers which may be required or permitted by law to be filed on behalf of the Fund.

12.1.2 Each Member by its respective execution hereof, hereby authorizes and appoints the Managing Member as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and discretionary authority to act in the Fund’s name, place and stead, to buy, sell (including short sales), hold and trade in Investments, on margin or otherwise, and to make all or any portion of the Fund’s trading and investment decisions, for the Fund’s account and risk, to vote all proxies with respect to Investments held by the Fund, and to take any action not inconsistent with the Fund’s investment objectives and strategy as set forth in Section 1.3.1 and the Memorandum.

12.2 COUPLED WITH AN INTEREST

The foregoing powers of attorney:

(i) are coupled with an interest and shall be irrevocable and survive the incompetency or bankruptcy of the Member granting the same;

(ii) may be exercised by the Managing Member either by signing separately as attorney-in-fact for each Member or, after listing all of the Members executing an instrument, by a single signature of the Managing Member acting as attorney-in-fact for all of them;

(iii) shall survive the delivery of an assignment by a Member of the whole or any fraction of his Interest; except that, where the assignee of the whole of such Member’s Interest has been approved by the Managing Member for admission to the Fund as a Substituted Member, the power of attorney of the assignor shall survive the delivery of such assignment for the sole purpose of enabling a Managing Member to execute, swear to, acknowledge and file any instrument necessary or appropriate to effect such substitution; and

(iv) will terminate upon the substitution of another Member in such Member’s Interest in the Fund or upon the complete withdrawal of such Member from the Fund.

12.3 EXECUTION AND DELIVERY

Each Member shall execute and deliver to the Managing Member within five (5) days after receipt of the Managing Member’s request therefore such further designations, powers-of-attorney and other instruments as the Managing Member deems necessary or appropriate to carry out the terms of this Agreement.

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13. REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERSTANDINGS OF MEMBERS

The representations, warranties, covenants, and understandings of each Member, as set forth in the subscription agreement completed and signed by each Member prior to his/its admission to the Fund or the making of an additional capital contribution are incorporated herein by reference and made a part hereof as if originally contained herein.

14. CONFIDENTIALITY

Each Member agrees, as set forth below, with respect to any information pertaining to the Fund or its investments (including, without limitation, the identity of the underlying trading advisor and the underlying Investments in which the Fund is invested) that is provided to such Member pursuant to this Agreement or otherwise (collectively, “Confidential Matter”), to treat as confidential all such information, together with any analyses, studies or other documents or records prepared by such Member, its Affiliates, or any representative or other person acting on behalf of such Member (collectively, its “Authorized Representatives”), which contain or otherwise reflect or are generated from Confidential Matters, and will not permit any of its Authorized Representatives to, disclose any Confidential Matter; provided, however, that a Member (or his or its Authorized Representative) may disclose any such information (i) as has become generally available to the public, (ii) as may be required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over the Member (or his or its Authorized Representative), but only that portion of the data and information which, in the written opinion of counsel for the Member or Authorized Representative, is required or would be required to be furnished to avoid liability for contempt or the imposition of any other material judicial or governmental penalty or censure, (iii) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation or (iv) as to which the Managing Member has consented in writing. The obligations of a person or entity under this Section shall survive any termination of such person or entity as a Member.

15. MISCELLANEOUS

15.1 NOTICE

Notice to any Member shall be sent to such Member at his address, as such Member shall designate in writing to the Managing Member. Any notice to the Fund or the Managing Member shall be sent to the address of the Managing Member, as set forth in Section 1.4 hereto or to such other address as the Managing Member shall designate in writing to the Members. Each consent, notice, order and other communication required or permitted to be given under this Agreement shall be in writing, shall be effective upon receipt and shall be delivered personally, by registered or certified mail, return receipt requested, or by facsimile transmission with electronic or other confirmation of receipt.

15.2 GOVERNING LAW

It is the intention of the Members that the internal laws of the State of Delaware, as the same may be amended from time to time, shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the Members.

15.3 ARBITRATION

15.3.1 Any claim for money damages between the parties in connection with this Agreement shall be resolved by binding arbitration on an expedited basis in New York, New York in accordance with the then prevailing rules of JAMS/Endispute (“JAMS”) applying the laws of Delaware

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or the United States, as appropriate and any judgment may be entered into any court having jurisdiction thereof. In any such arbitration, to the extent permissible under JAMS rules, (i) arbitrators shall be knowledgeable in industry standards and practices, (ii) the authority of the arbitrators shall be limited to construing and enforcing the express terms of the Agreement, and (iii) the arbitrators shall state the reasons for the award in a written opinion. If for any reason it is determined by a court of competent jurisdiction or JAMS that JAMS is not the appropriate arbitration forum to resolve the claim, the claim shall be resolved before such other arbitration forum as the Member shall select.

15.3.2 The parties agree that money damages would be an inadequate remedy for any breach of any provisions of Section 14 (Confidentiality) and in the event of a breach or threatened breach of any such provisions, the Managing Member or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, such provisions, without posting a bond or other security.

15.4 ENTIRE AGREEMENT

This Agreement, plus any other agreement referred to in Section 3.2.1 hereof which may be required to be signed by the Managing Member prior to a Subscription Acceptance Date, shall constitute the entire agreement among the Members with respect to the subject matter hereof, and shall supersede any prior agreement or understanding, oral or written, relating to the Fund.

15.5 HEADINGS

The headings in this Agreement are inserted for convenience of reference only and shall not be considered part of or affect the Agreement’s interpretation.

15.6 BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective Members hereto. For purposes of determining the rights of any Member or assignee hereunder, the Fund and the Managing Member may rely on the Fund records as to who are Members and permitted assignees, and all Members and assignees agree that the Fund and the Managing Member, in determining such rights, shall rely on such records and that Members and assignees shall be bound by such determinations.

15.7 LEGENDS

If certificates are issued evidencing a Member’s Interest, each such certificate shall bear such legends as may be required by applicable federal and state laws, or as may be deemed necessary or appropriate by the Managing Member to reflect restrictions upon transfer contemplated herein.

15.8 NO THIRD PARTY BENEFICIARIES

This Agreement is not intended and shall not convey any rights to persons not party to this Agreement.

15.9 COUNTERPARTS

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

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15.10 CREDITORS

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Fund.

15.11 SEVERABILITY

In the event that any provision of this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of this Agreement, it being hereby agreed that such provisions are severable and that this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

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IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.

DIVERSIFIED FUTURES TRUST I		WORLD MONITOR TRUST II – SERIES D
as a Member		as a Member
By:	Kenmar Preferred Investments Corp., its Managing Owner	By:	Kenmar Preferred Investments Corp., 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              and Chief Operating Officer		Title:    Senior Executive Vice President              and Chief Operating Officer
FUTURES STRATEGIC TRUST		WORLD MONITOR TRUST II – SERIES F
as a Member		as a Member
By:	Kenmar Preferred Investments Corp., its Managing Owner	By:	Kenmar Preferred Investments Corp., 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              and Chief Operating Officer		Title:    Senior Executive Vice President              and Chief Operating Officer
KENMAR PREFERRED INVESTMENTS CORP., as Managing Member		ADDITIONAL MEMBERS As Set Forth on Appendix I, by the Managing Member as Attorney-In-Fact
By:	/s/ Esther E. Goodman	By:	/s/ Esther E. Goodman
	Name:  Esther E. Goodman		Name:  Esther E. Goodman
	Title:    Senior Executive Vice President              and Chief Operating Officer		Title:    Senior Executive Vice President              and Chief Operating Officer

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Appendix I

ADDITIONAL MEMBERS

A list of Additional Members is maintained in the Fund’s records at its principal place of business.

I-1

EX-10.13

Exhibit 10.13

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

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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

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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

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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.

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(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.

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(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.

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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

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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

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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.

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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 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.

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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

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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

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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.

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(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.

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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.

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(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.

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(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).

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(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

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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.

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(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

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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.

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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.

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(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;

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(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

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;

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(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.

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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.

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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 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.

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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.

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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]

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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

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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.

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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.

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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.

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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.

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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

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

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

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

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.

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-9

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.

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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

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

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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.

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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]

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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

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EX-10.14

Exhibit 10.14

KMP FUTURES FUND I LLC

ADVISORY AGREEMENT

ADVISORY AGREEMENT (this “Agreement”) dated as of the 1^st day of July, 2010, by and among KMP FUTURES FUND I LLC, a Delaware limited liability company (“KMPFF”), KENMAR PREFERRED INVESTMENTS CORP., a Delaware corporation (the “Managing Member”) and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Advisor”).

W I T N E S S E T H:

WHEREAS, KMPFF 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 Managing Member is the managing member of KMPFF; and

WHEREAS, the Managing Member is authorized to utilize the services of one or more professional commodity trading advisors in connection with the Commodities trading activities of KMPFF; and

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

WHEREAS, the Advisor is registered as a commodity trading advisor under the United States 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, KMPFF, the Managing Member 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 trading advisory services on behalf of KMPFF during the term of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Duties of the Advisor.

(a) Appointment. KMPFF hereby appoints the Advisor, and the Advisor hereby accepts such appointment, as KMPFF’s limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement of the assets of KMPFF allocated to the Advisor (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 KMPFF and the Managing Member have 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 KMPFF’s Confidential Information dated May 14, 2010, as

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amended or supplemented from time to time (the “Memorandum”) 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 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. KMPFF 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 KMPFF 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 Trading Policies and Limitations, then KMPFF, following reasonable notice to the Advisor appropriate under the circumstances, may override such trading instruction and shall be responsible therefore. Nothing herein shall be construed to prevent the Managing Member from imposing any limitation(s) on the trading activities of KMPFF beyond those enumerated in the Memorandum if the Managing Member determines that such limitation(s) are necessary or in the best interests of KMPFF, 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 Allocated Assets will be “qualifying income” within the meaning of Section 7704(d) of the Code (it being understood that such income will largely result from buying and selling Commodities and that the Trading Approach is not intended primarily to generate interest income). The Advisor also agrees that it will attempt to trade in such a manner as to allow non-U.S. investors in KMPFF (all investors in KMPFF, the “Members”) 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 KMPFF 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 KMPFF (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy to the then agreed upon Trading Approach or a modification in the leverage employed), 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 KMPFF and the Advisor consent thereto in writing.

(e) Notification of Material Changes. The Advisor also agrees to give KMPFF 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 KMPFF) over the objection of KMPFF, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to KMPFF) 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 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 KMPFF

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shall not be required therefore. The utilization of forward markets in addition to those enumerated in Exhibit C hereto 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 KMPFF upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for KMPFF, provided that nothing contained in this Agreement shall require the Advisor to disclose what it deems to be proprietary or confidential information in its reasonable discretion.

(f) Request for Information. The Advisor agrees to provide KMPFF with any reasonable information concerning the Advisor that KMPFF 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 KMPFF, including, but not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which KMPFF reasonably deems to be material to KMPFF; the Advisor also shall notify KMPFF of any such matters the Advisor, in its reasonable judgment, believes may be material to KMPFF relating to the Advisor and its Trading Approach. During the term of this Agreement, the Advisor agrees to provide KMPFF 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.

(g) Notice of Errors. The Advisor is responsible for promptly reviewing all oral and written confirmations it receives to determine that 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 promptly notify KMPFF of this fact and shall utilize its reasonable efforts to cause the error or discrepancy to be corrected.

(h) Liability. Neither the Advisor nor any employee, partner or officer of the Advisor, nor any person who controls the Advisor, shall be liable to KMPFF, its Managing Member, officers, directors, shareholders, members, or employees, or any person who controls KMPFF, or any of their respective successors or assignees 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, or not opposed to, the best interests of KMPFF and its Members; it being understood that the Advisor makes no guarantee of profit nor guarantee against loss, and that all purchases and sales of Commodities shall be for the account and risk of KMPFF, and the Advisor shall incur no liability for trading profits or losses resulting therefrom provided the Advisor would not otherwise be liable to KMPFF under the terms hereof.

(i) Initial Allocation, Additional Allocations, and Reallocations. Initially, the Allocated Assets will total an amount allocated to the Advisor by the Managing Member.

(j) Additional Allocations and Reallocations. Subject to Section 10(a) below, KMPFF may, on a monthly basis, as described in the Memorandum, (i) allocate additional assets to the Advisor, (ii) reallocate the Allocated Assets away from the Advisor to another commodity trading advisor (an “Other Advisor”), (iii) reallocate assets to the Advisor from an Other Advisor or (iv) allocate additional capital with respect to KMPFF to an Other Advisor.

(k) Delivery of Disclosure Document. The Advisor agrees to provide to the Managing Member 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 the filing of such update in final form with the NFA.

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2. Indemnification.

(a) The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor, each partner, officer and employee of the Advisor, and each person who controls the Advisor, shall be indemnified, defended, and held harmless by KMPFF from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and expenses) and amounts paid in settlement of any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by any of them (i) in connection with any acts or omissions of KMPFF or the Managing Member ,or any of its partners, officers or employees constituting negligence or willful misconduct in connection with this Agreement, (ii) as a result of a material breach of this Agreement by KMPFF or the Managing Member, provided that, (1) such Losses were not the result of negligence, misconduct or a material breach of this Agreement on the part of the Advisor, any of its partners, officers or employees or any person controlling the Advisor, (2) the Advisor, and its partners, officers, employees, and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by such person to be in or not opposed to the best interests of KMPFF , 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 KMPFF of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid, or (B) KMPFF does not approve the amount of the settlement within fifteen (15) days (such approval not to be withheld unreasonably). Notwithstanding the foregoing, KMPFF 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 KMPFF successfully negotiates a settlement and tenders payment therefore to the party claiming indemnification (the “Indemnitee”) the Indemnitee must either use its reasonable 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 KMPFF to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by KMPFF under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by KMPFF.

(b) The Managing Member and KMPFF. KMPFF and the Managing Member, and each partner, officer and employee of the Managing Member, and each person who controls the Managing Member, shall be indemnified, defended, and held harmless by the Advisor, from and against any and all Losses sustained by KMPFF or the Managing Member (i) in connection with any acts or omissions of the Advisor, or any of its partners, officers or employees relating to its management of the Allocated Assets constituting negligence or willful misconduct, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of KMPFF or its role as trading advisor to the Allocated Assets, (ii) as a result of a material breach of this Agreement by the Advisor, or (iii) a breach of the disclosure requirements of the CE Act that relate to the Advisor’s past performance history, provided that, (1) such Losses were not the result of negligence, misconduct or a material breach of this Agreement on the part of KMPFF, the Managing Member or any of its partners, officers or employees or any person controlling the Managing Member, and (ii) KMPFF, the Managing Member and its partners, officers, employees, and each person controlling the Managing Member, acted or omitted to act in good faith and in a manner reasonably believed by such person to be in or not opposed to the best interests of the Advisor, and provided further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the Managing Member fails to notify the Advisor of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid, or (B) the Advisor does not approve the amount of the settlement within fifteen (15) days (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Advisor shall, at all times, have the right to offer to settle any matter with the approval of the Managing Member (which approval shall not be

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withheld unreasonably) and if the Advisor successfully negotiates a settlement and tenders payment therefore to the Indemnitee, the Indemnitee must either use its reasonable 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 Advisor to the Indemnitee shall be the amount of said proposed settlement.

(c) 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 KMPFF.

(d) 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.

(e) Expenses. Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against an Indemnitee shall be paid by KMPFF in advance of the final disposition of such action, suit or 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 KMPFF in cases in which the Indemnitee is not entitled to indemnification pursuant to this Section 2, and (iii) in the case of advancement of expenses , the Indemnitee is not likely not to be entitled to indemnification hereunder.

3. Limits on Claims.

(a) Prohibited Acts. The Advisor agrees that it will not take any of the following actions against KMPFF: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of KMPFF in an involuntary case or proceeding under the Federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging KMPFF a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of KMPFF under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of KMPFF 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 (collectively, “Bankruptcy or Insolvency Action”).

(b) No Member Liability. This Agreement has been made and executed by and on behalf of KMPFF for the benefit of KMPFF and the obligations of KMPFF set forth herein are not binding upon any of the Members individually, but are binding only upon the assets and property identified above and no resort shall be had to the Member’s personal property for the satisfaction of any obligation or claim hereunder.

4. Obligations of KMPFF, the Managing Member and the Advisor.

(a) The Memorandum. Each of KMPFF and the Managing Member agrees to cooperate and use its good faith and reasonable efforts in connection with (i) the preparation by KMPFF of the Memorandum (and any amendments or supplements thereto), (ii) the filing of all documents (and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Member deems appropriate for the sale of limited liability company interests in KMPFF (the

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“Interests”) and the taking of such other actions not inconsistent with this Agreement as the Managing Member may determine to be necessary or advisable in order to make the proposed offer and sale of Interests lawful in any jurisdiction, and (iii) the taking of such other actions as the Managing Member may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to KMPFF. The Advisor agrees to make all required disclosures regarding itself, its officers and principals, trading performance, Trading Approach, customer accounts (other than the names of customers, unless such disclosure is required by law or regulation) and otherwise as may be required, in the reasonable judgment of counsel to the Managing Member, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to KMPFF. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Member without the prior written consent of the Advisor, which consent shall not be unreasonably withheld or delayed; provided that distribution of performance information relating to KMPFF’s account shall not require consent of the Advisor.

(b) Advisor Not A Promoter. The parties acknowledge that the Advisor has not been, either alone or in conjunction with the Managing Member or its affiliates, an organizer or promoter of KMPFF, and it is not intended by the parties that the Advisor shall have any liability as such.

5. Advisor Independence.

(a) Independent Contractor. The Advisor shall for all purposes herein be deemed to be an independent contractor with respect to KMPFF, the Managing Member and its affiliates and each other commodity trading advisor that may in the future provide commodity trading advisory services to KMPFF and the Managing Member and its affiliates, and shall, unless otherwise expressly authorized, have no authority to act for or to represent KMPFF, the Managing Member and its affiliates, any other commodity trading advisor or the Selling Agent in any way or otherwise be deemed to be a general agent, joint venturer or partner of KMPFF, the Managing Member and its affiliates or any other commodity trading advisor, or in any way be responsible for the acts or omissions of KMPFF, the Managing Member and its affiliates or any other commodity trading advisor as long as it is acting independently of such persons.

(b) Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in KMPFF.

(c) Confidentiality. KMPFF and the Managing Member acknowledge that the Trading Approach 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. KMPFF and the Managing Member further agree that they will keep confidential and will not disseminate the Advisor’s trading advice to KMPFF, except as, and to the extent that, it may be determined by KMPFF to be (i) necessary for the monitoring or conduct of the business of KMPFF, including the performance of brokerage services by KMPFF’s commodity broker(s), or (ii) expressly required by law or regulation.

6. Commodity Broker.

All Commodities traded for the account of KMPFF shall be made through such commodity broker or brokers or counterparty or counterparties as KMPFF directs or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and KMPFF. Except as set forth below, the Advisor shall not have any authority or responsibility in selecting or supervising any floor broker or counterparty for execution of Commodities trades of KMPFF or for negotiating floor brokerage commission rates or other compensation to be charged therefore. The Advisor

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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 KMPFF’s Trading Policies and Limitations. At the present time it is contemplated that KMPFF will clear all Commodities trades through UBS Securities LLC or its affiliates, and it is contemplated that KMPFF will execute (but not clear) all foreign currency forwards through its facility with Bank of America, N.A. (and the Advisor will have Bank of America, N.A. enter into appropriate “give-in” arrangements with UBS Securities LLC or its affiliates). The Advisor may, however, with the consent of KMPFF, such consent not to be unreasonably withheld, execute transactions at such other firm(s), and upon such terms and conditions, as the Advisor and KMPFF agree if such firm(s) agree to “give up” all such transactions to UBS Securities LLC for clearance. To the extent that KMPFF determines to utilize a broker or counterparty other than UBS Securities LLC or its affiliates, KMPFF will consult with the Advisor prior to directing it to utilize such broker or counterparty, and will not retain the services of such firm(s) over the reasonable objection of the Advisor.

7. Fees.

In consideration of and in compensation for the performance of the Advisor’s services under this Agreement, the Advisor shall receive from KMPFF a monthly management fee (the “Management Fee”) and a quarterly incentive fee (the “Incentive Fee”) based on the Allocated Assets, which in all events shall be unaffected by the performance of any other trading advisor, as follows:

(a) A Management Fee equal to 1/12^th of 2% (2% per annum) of the Allocated Assets determined as of the close of business on the last day of each month. In the event that the Managing Member and the Advisor agree that the Trading Approach should be modified to alter the agreed upon trading level of 1.5:1, an appropriate adjustment in the monthly Management Fee will be made to reflect the revised leverage. For purposes of determining the Management Fee, any distributions, redemptions, or reallocation of the Allocated Assets made as of the last day of a month shall be added back to the Allocated Assets and there shall be no reduction for (i) the monthly Management Fees being calculated, (ii) any accrued but unpaid Incentive Fees due to the Advisor under paragraph (b) below for the quarter in which such fees are being computed, or (iii) any accrued but unpaid extraordinary expenses (as defined in KMPFF’s Amended and Restated Limited Liability Company Agreement, as the same may be amended from time to time (the “LLC Operating Agreement”)). The Management Fee determined for any month in which an Advisor manages the Allocated Assets for less than a full month shall be pro rated, 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.

(b) An Incentive Fee of 22% (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”). For purposes of computing the Net Asset Value of the Allocated Assets only, the Incentive Fee will be accrued monthly.

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 immediately preceding Incentive Measurement Date (each an “Incentive Measurement Period”).

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New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from trading 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 (reduction for) the fees charged to KMPFF for brokerage commissions attributable to the Allocated Assets, KMPFF’s transaction fees and costs attributable to the Allocated Assets (including without limitation exchange fees and NFA fees), the Advisor’s Management Fee, the operating expenses for which the Allocated Assets are 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 (including any cumulative net losses as of the close of business on June 30, 2010 with respect to World Monitor Trust II – Series E (“Series E”) which the Advisor was required to recoup under the Trading Advisor Agreement dated September 17, 1999 as amended March 1, 2009 among Series E, Preferred Investment Solutions Corp. and the Advisor (the “Series E Agreement”) 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 Allocated Assets in an Incentive Measurement Period, distributions or redemptions paid or payable from the Allocated Assets 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 KMPFF), any loss carryforward attributable to the Advisor shall be reduced in the same proportion that the value of the assets allocated away from the Advisor comprises the value of the Allocated Assets prior to such allocation away from the Advisor. 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.

Any net gains that have accumulated since the most recent Incentive Measurement Date under the Series E Agreement shall be carried forward to the next Incentive Measurement Date commencing with this Agreement.

Notwithstanding the foregoing, the Advisor acknowledges and agrees that

(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. Given that the Trading Advisor has been trading Series E assets under the Series E Agreement prior to the execution of this Agreement, the first incentive fee which may be due and owing to the Advisor in respect of any New High Net Trading Profits will be due and owing as of the end of the first calendar quarter during which the Trading Advisor began managing the Allocated Assets under this Agreement. If an Incentive Fee shall have been paid by KMPFF 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. KMPFF will provide the Advisor with the data used by KMPFF to compute the foregoing fees generally within fifteen (15) business days of the end of the relevant period. The Advisor shall be free to contest the calculations if in its reasonable judgment they are inaccurate.

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(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 KMPFF carries an account for transactions executed in KMPFF’s account. The parties acknowledge that a spouse 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 KMPFF, which payment shall not violate the preceding sentence.

8. Term and Termination.

(a) Term. This Agreement shall commence on the date hereof and, unless sooner terminated pursuant to paragraphs (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 date hereof. 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 twelve-month 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 KMPFF or KMPFF is terminated. In addition, this Agreement shall terminate automatically in the event that the Allocated Assets decline as of the end of any business day by at least 40% from the Allocated Assets (i) as of the date hereof, or (ii) as of the first day of any calendar year, as adjusted in each instance on an ongoing basis by (A) any decline(s) in the Allocated Assets caused by distributions, redemptions, reallocations, and withdrawals, and (B) additions to the Allocated Assets caused by additional allocations.

(c) Optional Termination Right of KMPFF. This Agreement may be terminated at any time at the election of KMPFF in its sole discretion upon at least thirty (30) days’ prior written notice to the Advisor. This Agreement also may be terminated at the election of KMPFF upon prior written notice to the Advisor in the event that: (i) KMPFF determines in good faith 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 KMPFF; (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) KMPFF determines in good faith 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 KMPFF’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, sells or transfers a substantial portion of its assets or its business goodwill, or sells or transfers any portion of its Trading Approach utilized with respect to the KMPFF, in each instance without the consent of KMPFF; (vi) Kenneth G. Tropin is not in control of the Advisor’s trading activities for KMPFF; (vii) the Advisor becomes bankrupt (admitted or decreed) or insolvent; (viii) there is a material breach of this Agreement by the Advisor and after giving written notice to the Advisor which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Advisor; or (ix) for any other reason if KMPFF determines in good faith that such termination is essential for the protection of KMPFF, including without limitation a good faith determination by KMPFF that the Advisor has breached a material obligation to KMPFF under this Agreement relating to the trading of the Allocated Assets.

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(d) Optional Termination Right of Advisor. The Advisor shall have the right to terminate this Agreement at any time upon prior written notice to KMPFF, in the event: (i) of the receipt by the Advisor of an opinion of independent counsel satisfactory to the Advisor and KMPFF that by reason of the Advisor’s activities with respect to KMPFF 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 Managing Member 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 KMPFF (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; (iv) the amount of the Allocated Assets decreases to less than $10 million as the result of redemptions, distributions, reallocations of Allocated Assets or deleveraging initiated by KMPFF, but not trading losses, as of the close of business on any Friday; (v) KMPFF 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 assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by KMPFF; (vii) there is a material breach of this Agreement by KMPFF or the Managing Member and after giving written notice to KMPFF or the Managing Member (as the case may be) which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by KMPFF; or Managing Member (as the case may be); (viii) the Advisor provides KMPFF with at least ninety (90) days written notice of the Advisor’s desire and intention to terminate this Agreement; or (ix) other good cause is shown and the written consent of KMPFF is obtained (which shall not be withheld or delayed unreasonably).

(e) Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or KMPFF allocates its assets to Other Advisors, the Advisor shall be entitled to, and KMPFF 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 KMPFF informs the Advisor, in writing via facsimile or other equivalent means, that KMPFF 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 KMPFF expense. KMPFF shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. KMPFF shall provide the Advisor with such reasonable prior notice of such liquidation as is practicable under the circumstances and will endeavor to provide at least one day prior notice.

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10. Other Accounts of the Advisor.

(a) Management of Other Accounts and Trading Proprietary Capital. Subject to paragraph (c) 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 partners, shareholders, directors, officers and employees, as applicable, using the same or other information and Trading Approach utilized in the performance of services for KMPFF, 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 KMPFF 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 KMPFF in a manner which might reasonably be expected to have a material adverse effect on KMPFF. The aggregate amount of capital referred to in the preceding sentence hereinafter shall be called “Advisor’s Capacity,” and currently is estimated by the Advisor to be an additional $2 billion beyond the amount presently invested in its quantitative strategies or in the future such different amount or amounts as the Advisor may, in its judgment, believe it can trade.

(b) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of KMPFF pursuant to the Trading Approach being used by KMPFF, 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 KMPFF. 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 KMPFF’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 KMPFF with an explanation of the differences, if any, in performance between KMPFF 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) Inspection of Records. Upon the reasonable request of, and upon reasonable notice from, KMPFF or the Managing Member, the Advisor shall permit KMPFF or the Managing Member 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 KMPFF 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 KMPFF or the Managing Member 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, KMPFF or the Managing Member (as applicable) shall keep all such information obtained by them from the Advisor confidential unless disclosure thereof legally is required or has been made public. Such right will terminate one year after the termination of this Agreement and does not permit access to computer programs, records, or other information used in determining trading decisions.

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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 KMPFF’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 KMPFF if KMPFF’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 KMPFF and its other accounts in a good faith effort to achieve an equitable treatment of all accounts; to wit, the Advisor will liquidate Commodities positions and/or limit the taking of new positions in all accounts it manages, including KMPFF, 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 KMPFF’s account can be implemented for the benefit of KMPFF notwithstanding the possibility that, from time to time, speculative position limits may become applicable.

12. Redemptions, Distributions. Reallocations and Additional Allocations.

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

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

13. Brokerage Confirmations and Reports.

KMPFF will instruct its 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 KMPFF’s brokers or counterparties. KMPFF 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 the Members and copies of all reports filed with the CFTC and the NFA. The Advisor shall, at KMPFF’s request, make a good faith effort to provide KMPFF with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the Advisor by KMPFF’s commodity broker regarding KMPFF, and in the Advisor’s possession or control, as KMPFF deems appropriate if KMPFF cannot obtain such copies on its own behalf. Upon request, KMPFF 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;

(b) it will not by entering into this Agreement and by acting as a commodity trading advisor to KMPFF, (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

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(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 KMPFF in the form of Exhibit C hereto (and KMPFF 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) 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 residence addresses of, and/or other information about, the Members; nor (ii) shall solicit any person it or they know is a Member for the purpose of soliciting commodity business from such Member, unless such Member 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).

(f) All references in the Memorandum as of the date of this Agreement to (i) the Advisor and its affiliates and the controlling persons, shareholders, directors, officers and employees of any of the foregoing and (ii) the Advisor’s Trading Approach (as defined in the Advisory Agreement) are complete and accurate in all material respects, and as to such persons, the Advisor’s Trading Approach and the Advisor’s Past Performance History, the Memorandum contain all information required to be included therein by the CE Act, and the regulations (including interpretations thereof) thereunder, and the rules and regulations of the NFA and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. The term “principal” in this Agreement shall have the same meaning as that term in CFTC Regulation § 4.10(e) under the CE Act.

(g) The Advisor has all governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Agreement and to act as described in the Memorandum as of the date of this Agreement including, without limitation, registration as a commodity trading advisor under the CE Act and membership as a commodity trading advisor with the NFA and it will maintain and renew any required licenses, registrations, approvals or memberships during the term of this Agreement.

(h) 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 this Agreement. The Advisor has full capacity and authority to conduct its business and to perform its obligations under this Agreement, and to act as described in the Memorandum.

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(i) There (i) 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, and (ii) have not been any material transactions entered into by the Advisor other than those in the ordinary course of its business.

(j) Except as disclosed in the Memorandum, there is no pending, or to the best of its 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 (A) impair materially the Advisor’s ability to discharge its obligations to KMPFF or (B) result in a matter which would require disclosure in the Memorandum; furthermore, the Advisor has not received any notice of an investigation by (i) the NFA regarding non-compliance with its rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act, or the rules and regulations thereunder, (iii) any exchange regarding non-compliance with the rules of such exchange, or (iv) the Securities and Exchange Commission or any state securities commission, which investigation reasonably might be expected to materially impair the Advisor’s ability to discharge its obligations under this Agreement or the Advisory Agreement.

The within 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 KMPFF in writing thereof.

15. The Managing Member’s and KMPFF’s Representations and Warranties.

Each of the Managing Member and KMPFF represents and warrants only as to itself (and, further, provided that only the Managing Member is making the representations and warranties in Section 15(c) and Section 15(e)(ii), and only KMPFF is making the representations and warranties in Section 15(e)(i)) that:

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

(b) it will not (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;

(c) it is registered as a commodity pool operator under the CE Act and is a commodity pool operator member of the NFA, 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 them, in accordance with its terms; and

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(e) on the date hereof, it is, and during the term of this Agreement, it will be (i) in the case of KMPFF, in good standing under the laws of the State of Delaware, 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, and (ii) in the case of the Managing Member, a duly formed and validly existing corporation, in each case, in good standing under the laws of the State of Delaware 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.

(f) On the date hereof (i) KMPFF is, and at all times during the term of this Agreement will be, a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware, and is, and at all times during the term of this 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 perform its obligations under this Agreement and to operate as described in the Memorandum, and (ii) the Managing Member is, and at all times during the term of this Agreement will be, a duly 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 will be, in good standing and qualified to do business as a foreign corporation in each other 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 Managing Member of KMPFF and to perform its obligations hereunder and under this Agreement, and each of KMPFF and the Managing Member has full capacity and authority to conduct its business and to perform its obligations under this Agreement, and to act as described in the Memorandum.

(g) This Agreement has been duly and validly authorized, executed and delivered on behalf of KMPFF and the Managing Member, is a valid and binding agreement of KMPFF and the Managing Member, and is enforceable in accordance with its terms. The performance of KMPFF’s and the Managing Member’s obligations under this Agreement and the consummation of the transactions set forth in this Agreement and in the Memorandum are not contrary to the provisions of KMPFF’s LLC Operating Agreement or the Managing Member’s Articles of Incorporation or By-Laws, respectively, 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 Managing Member or KMPFF, is a party or by which the Managing Member or KMPFF is bound.

(h) Each of the Managing Member and KMPFF (as the case may be) 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 to act as described in the Memorandum (including, without limitation, the Managing Member’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 and memberships required during the term of this Agreement.

(i) The Memorandum contains all statements which are required to be made therein, conform in all material respects with the requirements of the CE Act, and the rules and regulations of the CFTC, thereunder, and with the rules of the NFA and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; and at all times subsequent hereto, the Memorandum will contain all statements required to be made therein and will conform in all material respects with the requirements of the CE Act and the rules and regulations of the CFTC thereunder, and with the rules of the NFA and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances in which they are made, not

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misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished to the Managing Member, KMPFF by or on behalf of the Advisor for the express purpose of inclusion in the Memorandum, including, without limitation, references to the Advisor and its affiliates and controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach provided such references have been approved by the Advisor in accordance with this Agreement.

(j) There is no pending, or to its knowledge, threatened or contemplated action, suit or proceeding before any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to which KMPFF, the Managing Member or the principals of any 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 neither KMPFF nor the Managing Member has received any notice of an 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 each of KMPFF and the Managing Member to discharge its obligations under this Agreement.

The within 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, KMPFF in the case of its representations and warranties, and the Managing Member in the case of its representations and warranties, promptly will notify the Advisor in writing.

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 the Advisor need not obtain the consent of any Other Advisor.

17. Covenants of the Advisor.

If, at any time during the term of this Agreement, the Advisor discovers any fact, omission, event or that a change of circumstances has occurred, which would make the Advisor’s representations and warranties in Section 14 of this Agreement inaccurate or incomplete in any material respect, or which might reasonably be expected to render the Memorandum, with respect to (i) the Advisor or its principals or (ii) the Advisor’s Trading Approach, untrue or misleading in any material respect, the Advisor will provide prompt written notification to KMPFF and the Managing Member 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 this Agreement as soon as possible following such notification shall be cause for KMPFF to terminate this Agreement with the Advisor on prior written notice to the Advisor.

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18. Covenants of KMPFF and the Managing Member.

If, at any time during the term of this Agreement, the Managing Member or KMPFF discovers any fact, omission, or event or that a change of circumstance has occurred which would make the Managing Member’s or KMPFF’s representations and warranties in Section 15 of this Agreement inaccurate or incomplete in any material respect, the Managing Member or KMPFF, as appropriate, promptly will provide written notification to the Advisor of such fact, omission, event or change of circumstance and the facts related thereto. The Managing Member or KMPFF shall provide the Advisor with a copy of each amendment or supplement to the Memorandum, and no amendment or supplement to the Memorandum which contains any statement or information regarding the Advisor will be filed or used unless the Advisor has received reasonable prior notice and a copy thereof and has consented in writing to such statement or information being filed and used.

19. Successors.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and permitted assignees of each of them, and no other person (except as otherwise provided herein) shall have any right or obligation under this Agreement. The terms “successors” and “assignees” shall not include any purchasers, as such, of Interests.

20. 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 an amendment to, a modification of, or a waiver of any provision of the Agreement as to the Advisor need not be consented to by 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.

21. 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 shall be delivered personally or by registered mail, postage prepaid, return receipt requested, or by telecopy, 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 Managing Member or KMPFF:

Kenmar Preferred Investment Solutions Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307 – 4045

E-mail: legaldept@kenmar.com

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and in either case with a copy to:

Alston & Bird LLP

90 Park Avenue

New York, New York 10016

Attention: Timothy P. Selby, Esq.

Facsimile: (212) 210-9494

E-mail: timothy.selby@alston.com

If to the Advisor:

Graham Capital Management, L.P.

40 Highland Avenue

Rowayton, CT 06853

Attention: Isaac Finkle

Facsimile: (203) 899-3500

With a copy to:

Graham Capital Management, L.P.

40 Highland Avenue

Rowayton, CT 06853

Attention: Paul Sedlack

Facsimile: (203) 899-3500

22. Governing Law.

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

23. 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.

24. Promotional Literature.

Each party agrees that prior to using any promotional literature in which reference to the other parties hereto (other than Other Advisors) 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.

25. No Liability of Members.

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

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26. 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.

27. Complete Agreement.

Except as otherwise provided herein, this Agreement 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.

28. 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.

29. 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.

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19

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

KMP FUTURES FUND I LLC
By:	KENMAR PREFERRED INVESTMENTS CORP., its sole Managing Member
	By:	/s/ Esther E. Goodman
		Name:	Esther E. Goodman
		Title:	Chief Operating Officer and
			Senior Executive Vice President

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

GRAHAM CAPITAL MANAGEMENT, L.P.
By:	/s/ Paul Sedlack
	Name:	Paul Sedlack
	Title:	Chief Executive Officer

20

EXHIBIT A

TRADING APPROACH

K4D-15V PROGRAM

The Advisor will make its trading decisions for KMPFF according to its K4D-15V Program (formerly known as the Global Diversified Program at 150 Leverage) as described in Exhibit C as amended from time to time.

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A-1

EXHIBIT B

TRADING LIMITATIONS AND POLICIES

The following limitations and policies are applicable to assets representing the Allocated Assets as a whole and at the outset to the Advisor individually; since the Advisor initially will manage 50% of KMPFF’s Allocated Assets, such application of the limitations and policies is identical initially for KMPFF and the Advisor. The Advisor sometimes may be prohibited from taking positions for the Allocated Assets which it would otherwise acquire due to the need to comply with these limitations and policies. KMPFF will monitor compliance with the trading limitations and policies set forth below, and it may impose additional restrictions (through modification of such limitations and policies) upon the trading activities of the Advisor, as it, in good faith, deems appropriate in the best interests of KMPFF, subject to the terms of the Advisory Agreement.

KMPFF will not approve a material change in the following trading limitations and policies without obtaining the prior written approval of Members owning more than 50% of Interests in KMPFF. KMPFF may, however, impose additional trading limitations on the trading activities of KMPFF without obtaining such approval if KMPFF or the Managing Member determines such additional limitations to be necessary in the best interests of KMPFF.

Trading Limitations

The Advisor will not: (i) engage in pyramiding its commodities positions (i.e., the use of unrealized profits on existing positions to provide margin for the acquisition of additional positions in the same or a related commodity provided, however, unrealized profits may be considered in determining the current Allocated Assets) but may take into account open trading equity on existing positions in determining generally whether to acquire additional commodities positions; (ii) borrow or loan money (except with respect to the initiation or maintenance of commodities positions or obtaining lines of credit for the trading of forward currency contracts; provided, however, that KMPFF is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by KMPFF or its affiliates, or permit KMPFF or any affiliate to engage in any reciprocal business arrangements which would circumvent the foregoing prohibition; (iv) permit the Advisor to share in any portion of the commodity brokerage fees paid by KMPFF; (v) commingle its assets, except as permitted by law; or (vi) permit the churning of its commodity accounts.

The Advisor will conform in all respects to the rules, regulations and guidelines of the markets on which its trades are executed.

Trading Policies

Subject to the foregoing limitations, the Advisor has agreed to abide by the trading policies of KMPFF, which currently are as follows:

(1) Allocated Assets will generally be invested in contracts which are traded in sufficient volume which, at the time such trades are initiated, are reasonably expected to permit entering and liquidating positions.

(2) Stop or limit orders may, in the Advisor’s discretion, be given with respect to initiating or liquidating positions in order to attempt to limit losses or secure profits. If stop or limit orders are used, no assurance can be given, however, that the clearing broker will be able to liquidate a position at a specified stop or limit order price, due to either the volatility of the market or the inability to trade because of market limitations.

B-1

(3) KMPFF generally will not initiate an open position in a futures contract (other than a cash settlement contract) during any delivery month in that contract, except when required by exchange rules, law or exigent market circumstances. This policy does not apply to forward and cash market transactions.

(4) KMPFF may occasionally make or accept delivery of a commodity including, without limitation, currencies. KMPFF also may engage in EFP transactions involving currencies and metals and other commodities.

(5) KMPFF may, from time to time, employ trading techniques such as spreads, straddles and conversions.

(6) KMPFF will not initiate open futures or option positions which would result in net long or short positions requiring as margin or premium for outstanding positions in excess of 15% of the Allocated Assets for any one commodity, or in excess of 66 2/3% of the Allocated Assets for all commodities combined. Under certain market conditions, such as an inability to liquidate open commodities positions because of daily price fluctuations, KMPFF may be required to commit the Allocated Assets as margin in excess of the foregoing limits and in such case KMPFF will cause the Advisor to reduce its open futures and option positions to comply to these limits before initiating new commodities positions.

(7) To the extent KMPFF engages in transactions in forward currency contracts other than with or through UBS Securities LLC, or its affiliates, KMPFF will only engage in such transactions with or through a bank or financial institution which as of the end of its last fiscal year had an aggregate balance in its capital, surplus and related accounts of at least $100 million, as shown by its published financial statements for such year, and through other broker-dealer firms with an aggregate balance in its capital, surplus and related accounts of at least $50 million.

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B-2

EXHIBIT C

DISCLOSURE DOCUMENT

C-1

EX-99.5

Exhibit 99.5

May 28, 2010

Re: World Monitor Trust II – Series E (the “Fund”)

Dear Investor,

Currently, the Fund allocates all of its assets to Graham Capital Management, L.P. (“Graham”), pursuant to its K4D-15V Program (formerly known as its Global Diversified Program at Standard Leverage). Beginning July 1, 2010, Kenmar Preferred Investments Corp., the Fund’s managing owner, intends to allocate a portion of the Fund’s assets to Winton Capital Management LLC (“Winton”), pursuant to its Diversified Program, which is a systematic program employing both trend following and non directional trading.

Winton’s Diversified Program employs a computer-based system to engage in the speculative trading of approximately 120 international futures, options and forwards markets, government securities such as bonds, as well as certain over the counter, or OTC, instruments, which may include foreign exchange and interest rate forward contracts and swaps. The Diversified Program uses a highly diversified trading system that does not rely on favorable conditions in any one market or on the direction of market prices to generate profits.

Initially, it is expected that the allocation will be 50% to Graham and 50% to Winton, although those percentage allocations may change over time.

Also effective July 1, 2010, the Fund will access both Graham and Winton through an investment in KMP Futures Fund LLC. The Confidential Information Memorandum for KMP Futures Fund is enclosed for your review.

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, Kenmar Preferred’s Investor Services group at (914) 307-4000 or USfunds@kenmar.com.

Sincerely,

KENMAR PREFERRED INVESTMENTS CORP.

Managing Owner for World Monitor Trust II – SERIES E

Enclosure

900 King Street, Suite 100 • Rye Brook, NY 10573 • Tel: 914.307.7000 • www.kenmar.com • Email: info@kenmar.com

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