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

July 1, 2009

Date of Report (Date of Earliest Event Reported)

WORLD MONITOR TRUST III – SERIES J

(Exact name of Registrant as Specified in its Charter)

Delaware	333-119612	20-2446281
(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

(Former Name or Former Address, if changed since last report)

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, 2009, World Monitor Trust III – Series J (“Registrant”) entered into trading advisor agreements with: GLC Ltd. pursuant to both its Behavioural Trend and Directional Programs, Krom River Investment Management (Cayman) Limited pursuant to its Diversified Program and Crabel Capital Management, LLC pursuant to its Two Plus (1.5x) Program (each, a “Trading Advisor”).

As a result of these new Trading Advisors, Registrant will allocate one sixth of its net assets to each Trading Advisor, including the existing trading advisors, such allocations to be re-balanced quarterly.

A copy of the related Notice to Unitholders is filed herewith as Exhibit 99.4 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.15	Advisory Agreement dated July 1, 2009 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and GLC Limited
10.16	Advisory Agreement dated July 1, 2009 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Krom River Partners LLP
10.17	Advisory Agreement dated July 1, 2009 by and among, World Monitor Trust III – Series J, Kenmar Preferred Investments Corp. and Crabel Capital Management, LLC
99.4	Notice to Unitholders dated June 30, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on July 1, 2009.

	WORLD MONITOR TRUST III – SERIES J
	By:	Kenmar Preferred Investments Corp. its Managing Owner
Date: July 1, 2009	By:	/s/ Lawrence S. Block
	Name:	Lawrence S. Block
	Title:	Senior Vice President and General Counsel

EX-10.15

Exhibit 10.15

ADVISORY AGREEMENT

ADVISORY AGREEMENT (this “Agreement”) dated as of the 1^st day of July, 2009, by and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), KENMAR PREFERRED INVESTMENTS CORP., a Delaware corporation (the “Managing Owner”) and GLC LIMITED, a company incorporated in England and authorized and regulated by the Financial Services Authority (“FSA”) (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Trust has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of futures, forward and options contracts. 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 Owner is the managing owner of the Trust; and

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

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

WHEREAS, the Advisor is either (a) 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, or (b) is exempt from registration as a commodity trading advisor under the CE Act and will maintain such exempt status for the term of this Agreement; and

WHEREAS, the Trust is making a private offering pursuant to Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) of beneficial interests (the “Offering”) in the Trust (the “Interests”) evidenced by different series of Interests (each, a “Series”) through Kenmar Securities Inc., as Selling Agent, and in connection therewith, the Trust has prepared a Confidential Private Placement Memorandum and Disclosure Document (the “Memorandum”) for the offering of Series J Interests (Units relating to the Series J Interests are referred to herein as the “Series J Units”).

WHEREAS, Series J 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 advisory services on behalf of Series J during the term of this Agreement;

1

NOW, THEREFORE, the parties agree as follows:

1. Duties of the Advisor.

(a) Appointment. Series J hereby appoints the Advisor, and the Advisor hereby accepts such appointment, as its limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement the portion of Series J’s Net Asset Value (as defined in the Memorandum) allocated to the Advisor which initially shall not be less than $5 million (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 Series J and the Managing Owner 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 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. Series J 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 Series J 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 Series J, 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 Owner from imposing any limitation(s) on the trading activities of Series J beyond those enumerated in the Memorandum if the Managing Owner determines that such limitation(s) are necessary or in the best interests of the Trust or Series J, 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. Limited Owners (as defined below) 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 Series J 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 Series J (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy to the then agreed upon Trading Approach), 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 Series J and the Advisor consent thereto in writing.

2

(e) Notification of Material Changes. The Advisor also agrees to give Series J 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 Series J) over the objection of Series J, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to Series J) 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, and variations in the leverage principles and policies utilized by the Advisor, shall not be deemed a material change in the Advisor’s Trading Approach, and prior approval of Series J shall not be required therefore.

Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with Series J upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for Series J, 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 Series J with any reasonable information concerning the Advisor that Series J 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 Series J, including, but not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which Series J reasonably deems to be material to Series J; the Advisor also shall notify Series J of any such matters the Advisor, in its reasonable judgment, believes may be material to Series J relating to the Advisor and its Trading Approach. During the term of this Agreement, the Advisor agrees to provide Series J 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 Series J of this fact and shall utilize its commercially reasonable efforts to cause the error or discrepancy to be corrected.

(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 Series J, its officers, directors, Members, shareholders or employees, or any person who controls Series J, 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 the best interests of Series J and its Limited Owners; 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 for the account and risk of Series J, and the Advisor shall incur no liability for trading profits or losses resulting therefrom provided the Advisor would not otherwise be liable to Series J under the terms hereof.

3

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

(j) Additional Allocations and Reallocations. Subject to Section 10(a) below, Series J 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 the Allocated Assets to an Other Advisor.

(k) Delivery of Disclosure Document. The Advisor agrees to provide to the Managing Owner any amendment, or supplement, to the Private Placement Memoranda for the Directional and Behavioural Trend Programs attached hereto as Exhibit D (an “Update”) as soon as such Update is available for distribution following the filing of such update in final form with the NFA.

(l) No Trading of Non-CFTC Approved Futures Contracts. The Advisor agrees not to execute any trades for futures contracts that are not approved for trading by the CFTC.

2. Indemnification.

(a) By the Advisor. In any action in which the Trust, Series J, Wilmington Trust Company, a Delaware corporation, in its capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, 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 result from a material breach of this Agreement by the Advisor.

(b) Of 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 Series J and the Managing Owner, 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 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 Series J or its role as trading advisor to the Allocated Assets and (ii) as a result of a material breach of this Agreement by Series J or the Managing Owner, 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, and its officers, directors, shareholders and employees, and each person controlling the Advisor, (2) 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 such person to be in or not opposed to the best interests of Series J and (3) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Managing Owner and not from any other assets of Series J or the other Series of the Trust, 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 Series J of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid, or (B) Series J does not approve the amount of the settlement within fifteen (15) days (such approval not to be withheld unreasonably). Notwithstanding the foregoing, Series J shall, at all times, have the right to offer to settle any matter for a monetary amount with the approval of the Advisor (which approval shall not be withheld

4

unreasonably) and if Series J successfully negotiates a monetary settlement and tenders payment therefore to the party claiming indemnification (the “Indemnitee”) the Indemnitee must either use commercially 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 Series J to the Indemnitee shall be the amount of said proposed settlement; provided, however, that nothing herein contained shall require the Indemnitee to accept any settlement which has provisions requiring anything other than payment of a monetary amount.

(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, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party.

(d) Procedure. Promptly after receipt by an indemnified party under this Section 2 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 2, 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 2 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 2 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 2. Notwithstanding any other provisions of this Section 2, 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.

(e) Expenses. Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending civil, administrative or criminal action, suit or proceeding shall be paid by the indemnifying party in advance of final disposition or settlement of such action, suit or proceeding, if and to the extent that (i) the legal action, suit or proceeding, if sustained, would entitle the indemnified party to indemnification pursuant to the terms of this Section 2 and (ii) 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 2 upon final disposition or settlement.

3. Limits on Claims.

(a) Prohibited Acts. The Advisor agrees that it will not take any of the following actions against Series J: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or Series J 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 the Trust or Series J a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or Series J

5

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 the Trust or Series J or of any substantial part of any of their properties, or ordering the winding up or liquidation of any of their 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) Limited Assets Available. In addition, the Advisor agrees that for any obligations due and owing to it by Series J, the Advisor will look solely and exclusively to the Allocated Assets to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust or Series J, whether there is a Bankruptcy or Insolvency Action taken or otherwise. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

(c) No Limited Owner Liability. This Agreement has been made and executed by and on behalf of Series J for the benefit of Series J and the obligations of Series J set forth herein are not binding upon any of the owners of any Series (“Limited Owners”) individually, but are binding only upon the assets and property identified above and no resort shall be had to the assets of Series J or any other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of any obligation or claim hereunder.

4. Obligations of the Trust, the Managing Owner and the Advisor.

(a) The Memorandum. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, and best efforts in connection with (i) the preparation by the Trust 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 Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this Agreement as the Managing Owner 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 Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. 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 Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner without the prior written consent of the Advisor; provided that distribution of performance information relating to Series J’s account shall not require consent of the Advisor.

(b) Road Shows. The Advisor agrees to participate in “road show” and similar presentations in connection with the offering of the Series J Interests to the extent reasonably requested by the Managing Owner, on the following conditions: (i) all expenses incurred by the Advisor in the course of such participation will be paid for by the Managing Owner and/or the Selling Agent, (ii) the Advisor shall not be obligated to take any action which might require registration as a broker-dealer or investment adviser under any applicable federal or state law, and (iii) the Advisor shall not be required to assist in “road show” or similar presentations to the extent that it reasonably believes that doing so would interfere with its trading, marketing or other activities or otherwise would be unduly burdensome to it.

6

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

(d) Representation Agreement. On the date of execution of this Agreement, the parties agree to execute a Representation Agreement (the “Representation Agreement”) relating to the offering of the Series J Interests substantially in the form of Exhibit C to this Agreement.

5. Advisor Independence.

(a) Independent Contractor. The Advisor shall for all purposes herein be deemed to be an independent contractor with respect to Series J, the Managing Owner and each other commodity trading advisor that may in the future provide commodity trading advisory services to Series J and the Managing Owner and its affiliates, and shall, unless otherwise expressly authorized, have no authority to act for or to represent Series J, the Managing Owner, 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 Series J, the Managing Owner, any other commodity trading advisor, or in any way be responsible for the acts or omissions of Series J, the Managing Owner, 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 the Trust.

(c) Confidentiality. Series J and the Managing Owner 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. Series J and the Managing Owner further agree that they will keep confidential and will not disseminate the Advisor’s trading advice to Series J, except as, and only to the extent that, it may be determined by Series J to be (i) necessary for the conduct of the business of Series J, including the performance of brokerage services by Series J’s commodity broker(s), it being understood that in those circumstances Series J will use commercially reasonable efforts to assure that third parties to whom such information is provided will maintain the confidentiality of such information, or (ii) expressly required by law or regulation. Each of the Managing Owner and Series J further agrees that it will not, directly or indirectly, utilize any confidential information obtained from the Advisor in or in connection with its or its affiliates’ own trading systems.

6. Commodity Broker.

All Commodities traded for the account of Series J shall be made through such commodity broker or brokers or counterparty or counterparties as Series J directs or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and Series J. 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 Series J or for negotiating floor brokerage commission rates or other compensation to be charged therefore. 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 Series J’s Trading Policies and Limitations. At the present time it is contemplated that Series J will clear all Commodities trades through UBS Securities LLC. The Advisor may, however, with the consent of Series J, such consent not to be unreasonably withheld, execute transactions at such other firm(s), and upon such terms and conditions, as the Advisor and Series J agree if such firm(s) agree to “give up” all such transactions to UBS Securities LLC for clearance. To the extent that Series J determines to utilize a broker or

7

counterparty other than UBS Securities LLC, Series J 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 Series J 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 the other Series or any other trading advisor, as follows:

(a) A Management Fee equal to  ¹/12 of 2% (2% per annum) of the Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 2%). 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) any accrued but unpaid incentive 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 (as defined in the Trust 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, 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 per cent (20%) 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 immediately preceding Incentive Measurement Date (each an “Incentive Measurement Period”).

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 Series J’s transaction costs attributable to the Allocated Assets, 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 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

8

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 Series J in an Incentive Measurement Period, distributions or redemptions paid or payable by Series J 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 Series J), 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.

(c) Timing of Payment. Management Fees and Incentive Fees shall be paid 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 High Net 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 Trust 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. Series J will provide the Advisor with the data used by Series J to compute the foregoing fees within ten (10) 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.

(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 Series J carries an account for transactions executed in Series J’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 Series J, 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 the Trust or Series J 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.

9

(c) Optional Termination Right of Series J. This Agreement may be terminated at any time at the election of Series J in its sole discretion upon at least thirty (30) days’ prior written notice to the Advisor. Series J 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) Series J 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 Series J; (ii) either (A) 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, or (B) the Advisor is no longer exempt from registration status as a commodity trading advisor under the CE Act; (iii) Series J 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 Series J’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, or a change in any material respect in any portion of the Advisor’s Trading Approach utilized by the Advisor for Series J, without the consent of Series J; (vi) Lawrence Staden is not in control of the Advisor’s trading activities for Series J; (vii) the Advisor becomes bankrupt (admitted or decreed) or insolvent, (viii) for any other reason, Series J determines in good faith that such termination is essential for the protection of Series J, including without limitation a good faith determination by Series J that the Advisor has breached a material obligation to Series J under this Agreement relating to the trading of the Allocated Assets.

(d) Optional Termination Right of Advisor. The Advisor shall have the right to terminate this Agreement at any time upon at least sixty (60) days’ prior written notice in the event: (i) of the receipt by the Advisor of an opinion of independent counsel reasonably satisfactory to the Advisor and Series J that by reason of the Advisor’s activities with respect to Series J 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 Owner 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 Series J (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 amount of the Allocated Assets decreases to less than $5 million as the result of redemptions, distributions, reallocations of the Allocated Assets or deleveraging initiated by Series J, but not trading losses, as of the close of business on any Friday; (v) Series J 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 Series J; (vii) there is a material breach of this Agreement by Series J and after giving written notice to Series J which identifies such breach and such material breach has not been cured within 10 days following receipt of such notice by Series J; (viii) the Advisor provides Series J with written notice, at least sixty (60) 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 Series J is obtained (which shall not be withheld or delayed unreasonably).

10

(e) Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or Series J allocates its assets to Other Advisors, the Advisor shall be entitled to, and Series J 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 Series J informs the Advisor, in writing via facsimile or other equivalent means, that Series J 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 Series J expense. Series J shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. Series J 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 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, Series J agrees to cover such excess losses from its assets, but in no event from the assets of the other Series issued by the Trust. The Advisor shall have no liability for such losses.

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 Series J, so long as in the Advisor’s reasonable judgment the aggregate amount of capital being managed or traded by the Adviser pursuant to the Trading Approach being used by Series J does not (A) materially impair the Advisor’s ability to carry out its obligations and duties to Series J 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 Series J in a manner which might reasonably be expected to have a material adverse effect on Series J. 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 $1.5 billion or in the future such greater amount or amounts as the Advisor may, in its judgment, believe it can trade. The Advisor shall not be required to accept capital from Series J in an amount which exceeds $100 million if such excess amount will cause the Advisor to be managing or trading funds pursuant to its Trading Approach which exceed the Advisor’s Capacity.

(b) Acceptance of Non-Series J Capital. So long as the Advisor is performing services for Series J, it agrees that it will not accept additional capital for management which, together with the Allocated Assets, exceeds the Advisor’s Capacity. Without limiting the generality of the foregoing, it is understood that this paragraph shall not prohibit the acceptance of additional capital, which acceptance requires only routine adjustments to trading patterns in order to comply with speculative position limits or daily trading limits. The Advisor agrees to notify Series J when the Advisor’s Capacity is likely to be reached.

11

(c) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of Series J pursuant to the Trading Approach being used by Series J, 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 Series J. 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 Series J’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 Series J with an explanation of the differences, if any, in performance between Series J 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.

(d) Inspection of Records. Upon the reasonable request of, and upon reasonable notice from, Series J or the Managing Owner, the Advisor shall permit Series J or the Managing Owner 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 Series J 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 Series J or the Managing Owner 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, Series J or the Managing Owner (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.

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 Series J’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 Series J if Series J’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 Series J 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 Series J, as nearly

12

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 Series J’s account can be implemented for the benefit of Series J notwithstanding the possibility that, from time to time, speculative position limits may become applicable.

12. Redemptions, Distributions, Reallocations and Additional Allocations.

(a) Notice. Series J 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.

Series J 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 Series J’s brokers or counterparties unless such error is caused by the Advisor. Series J 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 Limited Owners and copies of all reports filed with the CFTC and the NFA. The Advisor shall, at Series J’s request, make a good faith effort to provide Series J with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the Advisor by Series J’s commodity broker regarding Series J, and in the Advisor’s possession or control, as Series J deems appropriate if Series J cannot obtain such copies on its own behalf. Upon request, Series J 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 Series J, (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 any undertaking, agreement, contract or to the best of its knowledge, 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) either (i) 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, or (ii) it is exempt from registration as a commodity trading advisor under the CE Act and it will maintain its exempt status during the term of this Agreement;

13

(d) a copy of its most recent Private Placement Memoranda for the Directional and Behavioural Trend Programs (the “Disclosure Documents”) has been provided to Series J in the form of Exhibit D hereto (and Series J acknowledges receipt of such Disclosure Documents) and, except as disclosed in such Disclosure Documents, all information in such Disclosure Documents (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;

(e) assuming that the Allocated Assets equal not more than $100 million as of the effective date of this Agreement, 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 will exceed the Advisor’s Capacity; 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 residence addresses of, and/or other information about, the Limited Owners; nor (ii) shall solicit any person it or they know is a Limited Owner 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 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 Series J in writing thereof.

15. The Managing Owner’s and Series J’s Representations and Warranties.

Each of the Managing Owner and Series J represents and warrants only as to itself (and, further, provided that only the Managing Owner is making the representations and warranties in Section 15(c) and Section 15(e)(ii), and only Series J 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

14

(e) on the date hereof, it is, and during the term of this Agreement, it will be (i) in the case of Series J, 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 Owner, 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.

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, Series J in the case of its representations and warranties, and the Managing Owner 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. 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.

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 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.

15

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 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 Owner or Series J:

Kenmar Preferred Investments Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307 – 4045

E-mail: legaldept@kenmar.com

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:

GLC Limited

Ingeni Building

17 Broadwick Street

LondonW1F 0AX

Attn: Caroline Hoare/David Trudeau

Facsimile: 011-44-207-942-8229

Email: caroline.hoare@glcuk.com/david.trudeau@glcuk.com

20. 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.

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 (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.

23. No Liability of Limited Owners.

This Agreement has been made and executed by and on behalf of Series J, and the obligations of Series J and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner.

16

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 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.

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.

28. FSA Rules

(a) The Advisor is authorized and regulated by the FSA in the United Kingdom.

(b) The Advisor has in operation a written procedure in accordance with the FSA Rules for the effective consideration and proper handling of complaints from customers. Any complaints should be referred to the Compliance Officer of the Advisor.

(c) The parties agree that series J is a Professional Client within the Rules and is not an eligible complainant as defined in “Dispute Resolution: Complaints Sourcebook” of the FSA Rules. Accordingly, Series J has no right of complaint to the Financial Ombudsman Service in respect of any dispute arising out the Advisor’s performance of its obligations under this Agreement.

[Remainder of page left blank intentionally.]

17

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

WORLD MONITOR TRUST III- SERIES J
By:	KENMAR PREFERRED INVESTMENTS CORP., its sole Managing Owner
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
GLC LIMITED
By:	/s/ Caroline Hoare
Name:	Caroline Hoare
Title:	Director and Chief Executive Officer

18

EXHIBIT A

PROGRAM

The Advisor will make its trading decisions for Series J according to its Behavioural Trend and Directional Programs, as described in Exhibit D as amended from time to time.

[Remainder of page left blank intentionally.]

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 33.33% of Series J’s Allocated Assets, such application of the limitations and policies is identical initially for Series J 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. Series J 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 Series J, subject to the terms of the Advisory Agreement.

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

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), 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 Series J is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by Series J or its affiliates, or permit Series J 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 Series J; (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 Series J, 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) Series J may initiate an open position in a futures contract during a delivery month in that contract.

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

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

(6) Series J 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, Series J may be required to commit the Allocated Assets as margin in excess of the foregoing limits and in such case Series J 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 Series J engages in transactions in forward currency contracts other than with or through UBS Securities LLC, Series J will only engage in such transactions with or through a bank which as of the end of its last fiscal year had an aggregate balance in its capital, surplus and related accounts of at least $100,000,000, 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 $50,000,000.

(8) Series J acknowledges there may be “tracking errors” between the performance of Series J and the Other Accounts in the event that the Allocated Assets are of such a size that will not permit a meaningful allocation of certain trades for Series J that the Advisor is placing for such Other Accounts

[Remainder of page left blank intentionally.]

B-2

EXHIBIT C

REPRESENTATION AGREEMENT

CONCERNING THE MEMORANDUM

REPRESENTATION AGREEMENT (this “Agreement”) dated as of the 1st day of July, 2009, by and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate Series of WORLD MONITOR TRUST III, a Delaware statutory trust (the “Trust”), KENMAR PREFERRED INVESTMENTS CORP., a Delaware corporation (the “Managing Owner”), and GLC LIMITED, a company incorporated in England and authorized and regulated by the Financial Services Authority (“FSA”) (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Trust is making a private offering pursuant to Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) of units of beneficial interest (the “Offering”) in the Trust (the “Interests”) issuable in multiple series of Interests (the “Series”), each separately managed by a different professional commodity trading advisor, and in connection therewith, the Trust has prepared a private placement memorandum ((which private placement memorandum, in final form, together with all amendments and supplements thereto, shall be referred to as the “Memorandum”); and

WHEREAS, Series J and the Managing Owner entered into an advisory agreement with the Advisor, dated as of July 1, 2009 (the “Advisory Agreement”), pursuant to which the Advisor has agreed to act as a commodity trading advisor to Series J; and

WHEREAS, the parties hereto wish to set forth their duties and obligations to each other with respect to the Memorandum as of its effective date.

NOW, THEREFORE, the parties agree as follows:

1. Representations and Warranties of the Advisor. The Advisor hereby represents and warrants to Series J, the Trust and the Managing Owner that:

(a) 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, (ii) the Advisor’s Trading Approach (as defined in the Advisory Agreement) and (iii) the actual past performance of discretionary accounts directed by the Advisor or any principal thereof, including the notes to the tables reflecting such actual past performance (hereinafter referred to as the Advisor’s “Past Performance History”) 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, as set forth in the Memorandum, contain all information required to be included therein by the Commodity Exchange Act, as amended (the “CE Act”), and the regulations (including interpretations thereof) thereunder, and the rules and regulations of the National Futures Association (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 Advisor also represents and warrants as to the accuracy and completeness in all material respects of the underlying data made available by the Advisor to the Trust and the Managing Owner for purposes of preparing the pro forma performance tables, it being understood that no representation or warranty is being made with respect to the calculations used to execute the pro forma performance tables or notes thereto. The term “principal” in this Agreement shall have the same meaning as that term in Commodity Futures Trading Commission (the “CFTC”) Regulation § 4.10(e) under the CE Act.

(b) The Advisor will not distribute the Memorandum and/or the selling materials related thereto and will not engage in any general solicitation or advertising with respect to the Offering.

(c) 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, in the Advisory Agreement and in the Memorandum as of the date of this Agreement are not contrary to the provisions of the Advisor’s formation documents, or to the best of its knowledge, any applicable statute, law or regulation of any jurisdiction, and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which the Advisor is a party or by which the Advisor is bound.

(d) 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 and to act as described in the Memorandum as of the date hereof including, without limitation, registration as an investment manager with the Financial Services Authority (“FSA”) and it will maintain and renew any required licenses, registrations, approvals or memberships during the term of the Advisory Agreement.

(e) 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, and to act as described in the Memorandum.

(f) Subject to adequate written assurances of confidentiality, and as requested by the Managing Owner, the Advisor has supplied to or made available for review by the Managing Owner (and if requested by the Managing Owner 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 in the Memorandum as of the date of this Agreement 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.

(g) Without limiting the generality of paragraph (a) of this Section 1, the Advisor has disclosed in the Memorandum all required information concerning the Directional Program and the Behavioural Trend Program.

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

(i) As of the date hereof, there has been no material adverse change in the Advisor’s Past Performance History as set forth the Memorandum under the caption “GLC LIMITED” which has not been communicated in writing to and received by the Managing Owner or its counsel.

(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,

C-2

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 Series J 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, or (iii) 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.

2. Covenants of the Advisor. If, at any time during the term of the Advisory 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 1 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, (ii) the Advisor’s Trading Approach, or (iii) the Advisor’s Past Performance History, untrue or misleading in any material respect, the Advisor will provide prompt written notification to Series J, the Managing Owner 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 possible following such notification shall be cause for Series J to terminate the Advisory Agreement with the Advisor on prior written notice to the Advisor. The Advisor also agrees that, during the term of the Advisory Agreement, from and after the date of the Memorandum and for so long as Interests in the Trust are being offered, it will provide the Trust and the Managing Owner with updated month-end information relating to the Advisor’s Past Performance History, as required to be disclosed in the performance tables relating to the performance of the Advisor in the Memorandum under the caption “GLC LIMITED,” beyond the periods disclosed therein. The Advisor shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it.

3. Modification of Memorandum. If any event or circumstance occurs as a result of which it becomes necessary, in the judgment of the Managing Owner, to amend or to supplement the Memorandum in order to make the Memorandum not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, or if it is otherwise necessary in order to permit the Trust to continue to offer its Interests subject to the limitations set forth in the Advisory Agreement, the Advisor will furnish such information with respect to itself and its principals, as well as its Trading Approach and Past Performance History as the Managing Owner may reasonably request, and will cooperate to the extent reasonably necessary in the preparation of any required amendments or supplements to the Memorandum.

4. Advisor’s Closing Obligations. On or prior to a Closing Date with respect to the offering the Interests, only if requested by the Managing Owner, (each a “Closing Date”), the Advisor shall deliver or cause to be delivered, at the expense of the Trust, to the Trust, Series J and the Managing Owner, the reports, certificates, documents and opinions described below addressed to them and, except as may be set forth below, dated the Closing Date (provided that the Advisor shall not be obligated to provide either a certificate of good standing or an opinion of its counsel more frequently than once per annum absent good cause shown).

(a) A report from the Advisor which shall present, for the period from the date after the last day covered by the Advisor’s Past Performance History as set forth under “GLC LIMITED” in the Memorandum to the latest practicable month-end before the Closing Date, figures which shall show

C-3

the actual past performance of the Advisor (or, if such actual past performance information is unavailable, then the estimated past performance) for such period, and which shall certify that, to the best of the Advisor’s knowledge, such figures are complete and accurate in all material respects.

(b) A certificate of the Advisor in the form proposed prior to the Closing Date by counsel to the Trust, Series J and the Managing Owner, with such changes in such form as are proposed by the Advisor or its counsel and as are acceptable to the Trust, Series J and the Managing Owner and their counsel so as to make such form mutually acceptable to the Trust, Series J, the Managing Owner, the Advisor, and their respective counsel, to the effect that:

(i) The representations and warranties of the Advisor in Section 1 of this Agreement above are true and correct in all material respects on the date of the certificate as though made on such date.

(ii) Nothing has come to the Advisor’s attention which would cause the Advisor to believe that the Memorandum, as amended or supplemented from time to time, with respect to the Advisor, or its affiliates, and controlling persons, shareholders, directors, officers or employees of any of the foregoing, or with respect to the Advisor’s Trading Approach or Past Performance History, contained an untrue statement of a material fact or omitted 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.

(iii) The Advisor has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date.

(c) A certificate of the Advisor (together with such supporting documents as are set forth in such certificate), in the form proposed prior to the Closing Date by counsel to the Trust, Series J and the Managing Owner, with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to the Trust, Series J and the Managing Owner and their counsel so as to make such form mutually acceptable to the Trust, Series J, the Managing Owner, the Advisor and their respective counsel, with respect to, (i) the continued effectiveness of the organizational documents of the Advisor, (ii) the continued effectiveness of the Advisor’s registration as an investment manager with the FSA and (iii) the incumbency and genuine signature of the President and Secretary of the Advisor.

(d) A certificate from the state of formation of the Advisor, to be dated at, on or around the Closing Date, as to its formation and good standing.

(e) An opinion of counsel, in form and substance satisfactory to the Trust, Series J and the Managing Owner and their counsel, dated the Closing Date, to the following effect:

(i) The Advisor is a duly formed and validly existing corporation in good standing under the laws of the state of its formation and, if different, the state where it conducts its primary business activity and the Advisor has full corporate power and authority under its Certificate of Incorporation to perform its obligations under the Advisory Agreement and under this Agreement, and to act as described in the Memorandum as of the Closing Date.

(ii) Each of the Advisory Agreement and this Agreement have been duly and validly authorized, executed and delivered on behalf of the Advisor, and assuming the due execution and delivery of each such Agreement by the Trust, Series J, the Trustee

C-4

and the Managing Owner, as applicable, each such agreement constitutes the legal, valid and binding obligations of the Advisor, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting creditors rights generally, or by applicable principles of equity, whether in an action at law or in equity, and except that the enforceability of the indemnification, exculpation and severability provisions may be limited under applicable federal or state securities, commodities and other laws or by public policy; and the execution and delivery of such agreements and the incurrence of the obligations thereunder and the consummation of the transactions set forth in such agreements and in the Memorandum will not violate or result in a breach of the Advisor’s formation documents, and, to the best of such counsel’s knowledge, after due inquiry, 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.

(iii) Subject to subparagraph (iv) of this Section 4(e), to the best of such counsel’s knowledge, after due inquiry, the Advisor has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary in order to perform its obligations under the Advisory Agreement and under this Agreement and to act as described in the Memorandum as of the Closing Date (including, without limitation, registration as an investment manager with the FSA) and such licenses, registrations and approvals have not, to the best of such counsel’s knowledge, after due inquiry, been rescinded, revoked or otherwise removed.

(iv) Assuming that the Trust is operated as described in the Memorandum, the Advisor is not required to be licensed or registered as an investment adviser under the Advisers Act (even if it voluntarily is so registered), or to such counsel’s knowledge, without independent investigation, as an investment adviser or commodity trading advisor under the laws of any state of the U.S., in order to perform its obligations under the Advisory Agreement or under this Agreement, or to act as described in the Memorandum as of the Closing Date. The foregoing opinion may be qualified by the fact that such counsel is not admitted to practice law in all jurisdictions, and by the fact that in rendering its opinion such counsel has relied solely upon an examination of the Blue Sky securities laws and related rules, regulations, and administrative determinations, if any, promulgated thereunder, of the various jurisdictions as reported in customarily relied upon standard compilations, and upon such counsel’s understanding of the various conclusions expressed, formally or informally, by administrative officials or other employees of the various regulatory or other governmental agencies or authorities concerned.

(v) To such counsel’s knowledge without independent investigation, except as described in the Memorandum, or in a schedule delivered by counsel to Series J and the Managing Owner prior to the date hereof, there is no pending, or threatened, suit or proceeding, known to such counsel, before or by any court, governmental or regulatory body or arbitration panel to which the Advisor or any of the assets of the Advisor or any of its principals is subject and 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 any of its principals or which reasonably might be expected materially adversely to affect any of the assets of the Advisor or any of its principals or which reasonably might be expected to (A) impair materially the Advisor’s ability to discharge its obligations to Series J or (B) result in a matter which would require disclosure in the

C-5

Memorandum; and, to the best of such counsel’s knowledge, neither the Advisor nor any of its principals has 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 (iii) any exchange, regarding non-compliance with its rules, which investigation reasonably might be expected to (A) impair materially the Advisor’s ability to discharge its obligations to Series J or (B) result in a matter which would require disclosure in the Memorandum.

(vi) With respect to the Advisor and its affiliates and controlling persons, shareholders, directors, officers and employees of any of the foregoing, and with respect to the Advisor’s Trading Approach, nothing has come to the attention of such counsel that leads such counsel to believe that the Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, except that such counsel is not required to express any opinion or belief as to the financial statements or other financial or statistical data, past performance tables, notes or descriptions thereto or other past performance information contained in the Memorandum.

In rendering the foregoing opinions, such counsel may rely (i) as to matters of fact, on a certificate of an officer of the Advisor, unless such counsel has actual knowledge otherwise, and (ii) as to matters of law of states other than that in which they are licensed to practice law, upon the opinions of other counsel, in each case satisfactory in form and substance to counsel to the Managing Owner, the Trust and Series J, and such counsel shall state that they believe the Managing Owner, the Trust and Series J may rely on them.

5. Advisor Acknowledgements. The Advisor acknowledges that it may be a condition to each closing under the Selling Agreement that the Managing Owner shall have received, at no cost to the Advisor, letter(s) from certified public accountants or other reputable professionals selected by the Managing Owner with respect to the Past Performance History of the Advisor.

6. Representations and Warranties of Series J and the Managing Owner. The Managing Owner hereby only represents and warrants as to itself and on behalf of the Trust (as applicable), and Series J hereby only represents and warrants as to itself, to the Advisor that:

(a) On the date hereof (i) the Trust is, and at all times during the term of this Agreement and the Advisory Agreement will be, a duly formed and validly existing statutory trust in good standing under the laws of the State of Delaware, and is, 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 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 Owner is, and at all times during the term of this Agreement and the Advisory 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 and the Advisory 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 Owner of the Trust and to perform its obligations hereunder and under the Advisory Agreement, and each of Series J, the Trust and the Managing Owner has full capacity and authority to conduct its business and to perform its obligations under this Agreement and the Advisory Agreement (as the case may be), and to act as described in the Memorandum as of the Closing Date.

C-6

(b) Each of this Agreement and the Advisory Agreement has been duly and validly authorized, executed and delivered on behalf of Series J and the Managing Owner, is a valid and binding agreement of Series J and the Managing Owner, and is enforceable in accordance with its terms. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Trust, is a valid and binding obligation of the Trust, and is enforceable in accordance with its terms. The performance of Series J’s, the Managing Owner’s and the Trust’s obligations under this Agreement and under the Advisory Agreement (as the case may be) and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, and in the Memorandum as of the Closing Date are not contrary to the provisions of the Trust’s Third Amended and Restated Declaration of Trust and Trust Agreement, as amended from time to time (the “Trust Agreement”), or the Managing Owner’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 Series J, the Managing Owner or the Trust, is a party or by which Series J, the Managing Owner or the Trust is bound.

(c) Each of the Managing Owner and the Trust (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 under the Advisory Agreement and to act as described in the Memorandum as of the Closing Date (including, without limitation, the Managing Owner’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 and the Advisory Agreement.

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

(e) All authorizations, consents or orders of any court, or of any federal, state or other governmental or regulatory agency or body required for the valid authorization, issuance, offer and sale of the Interests have been obtained, and, no order preventing or suspending the use of the Memorandum with respect to the Interests has been issued by the CFTC or the NFA. The Memorandum as of the Closing Date contain 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 up to and including the date of termination of the offering, the Memorandum as of the Closing Date 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 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 Owner, the Trust or Series J 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 and Past Performance History provided such references have been approved by the Advisor in accordance with this Agreement.

C-7

(f) The Memorandum as of the Closing Date has been delivered to the Advisor.

(g) 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 the Trust, Series J, the Managing Owner 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 the Trust, Series J nor the Managing Owner 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 the Trust, Series J and the Managing Owner to discharge its obligations under this Agreement or under the Advisory Agreement.

7. Covenants of the Managing Owner, the Trust and Series J. If, at any time during the term of the Advisory Agreement, the Managing Owner, the Trust or Series J discovers any fact, omission, or event or that a change of circumstance has occurred which would make the Managing Owner’s, the Trust’s or Series J’s representations and warranties in Section 6 of this Agreement inaccurate or incomplete in any material respect, Series J, the Managing Owner or the Trust, 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 Owner or the Trust 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.

8. Series J’s and Managing Owner’s Closing Obligations. On or prior to the Closing Date, if Series J, the Managing Owner and the Trust have requested that the Advisor provide certificates, documents and opinions pursuant to Section 4 of this Agreement, Series J and the Managing Owner shall deliver or cause to be delivered to the Advisor, the certificates, documents and opinions described below addressed to the Advisor and, except as may be set forth below, dated each such Closing Date:

(a) Certificates of Series J, the Managing Owner and the Trust, addressed to the Advisor, in the form proposed prior to the Closing Date by counsel to Series J, the Managing Owner and the Trust with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to Series J, the Managing Owner and the Trust and their counsel so as to make such form mutually acceptable to Series J, the Managing Owner, the Advisor and their respective counsel, with respect to, as applicable, (i) the continued effectiveness of Series J’s Declaration of Trust, the Articles of Incorporation and By-Laws of the Managing Owner, and the Trust Agreement, (ii) the continued effectiveness of the registration of the Managing Owner as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA and (iii) the incumbency and genuine signature of the President and Secretary of the Managing Owner.

(b) Certificates from the States of Delaware with respect to Series J, the Managing Owner and Trust, respectively, to be dated at, on or around the Closing Date as to the formation and good standing of Series J, the Managing Owner and the Trust, respectively.

C-8

(c) Certificates of Series J and the Managing Owner in the form proposed prior to the Closing Date by counsel to Series J and the Managing Owner with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to Series J, the Managing Owner and their counsel so as to make such form mutually acceptable to Series J, the Managing Owner, the Advisor and their respective counsel, to the effect that:

(i) The representations and warranties in Section 6 of this Agreement are true and correct in all material respects on the date of the certificates as though made on such date, and

(ii) Series J, the Managing Owner and the Trust (as the case may be) have each performed all covenants and agreements herein contained to be performed on their part at or prior to the Closing Date.

(d) An opinion letter of counsel to Series J, the Managing Owner and the Trust, dated the Closing Date, as follows:

(i) The Trust is a duly created and validly existing statutory trust in good standing under the Delaware Act, with requisite power and authority under the Delaware Act, its Trust Agreement and its Certificate of Trust to perform its obligations under this Agreement, and to act as described in the Memorandum as of the Closing Date.

(ii) The Managing Owner is a duly formed and validly existing corporation in good standing under the laws of the State of Delaware. The Managing Owner has full corporate power and authority under its Articles of Incorporation, By-Laws and the General Corporation Law of the State of Delaware to perform its obligations under this Agreement and under the Advisory Agreement, and to act as described in the Memorandum as of the Closing Date.

(iii) Each of this Agreement and the Advisory Agreement has been duly and validly authorized or ratified, executed and delivered on behalf of each of Series J, the Managing Owner and the Trust (as the case may be), and, assuming due execution and delivery of each such Agreement by the Advisor, each agreement constitutes the legal, valid and binding obligations of Series J, the Managing Owner and the Trust (as the case may be), respectively, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting creditors rights generally, or by applicable principles of equity, whether in an action at law or in equity, and except that the enforceability of the indemnification provisions may be limited under applicable federal or state securities, commodities and other laws or by public policy; and the execution and delivery of such agreements and incurrence of the obligations thereunder and the consummation of the transactions set forth in such agreements and in the Memorandum will not violate or result in a breach of their formation documents, and, to the best of such counsel’s knowledge, after due inquiry, will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which they are parties or by which they are bound.

(v) Each of Series J and the Trust is not required to be registered as an investment company under the Investment Company Act in order to act as described in the Memorandum as of the Closing Date or to perform its obligations under this Agreement or the Advisory Agreement.

C-9

(vi) To the best of such counsel’s knowledge, after due inquiry, all authorizations, consents or orders of any court or of any federal, state or other governmental or regulatory agency or body required for the valid authorization, issuance, offer and sale of Interests have been obtained, including such as may be required under the CE Act, including the rules and regulations thereunder, the rules and regulations of the NFA, and, to the best of such counsel’s knowledge, no order suspending the use of the Memorandum has been issued by the CFTC, or the NFA nor has any proceeding for the issuance of such an order been instituted or threatened by the CFTC or the NFA. The foregoing may be qualified by the fact that such counsel is not admitted to practice law in all jurisdictions, and that in rendering its opinion such counsel shall rely solely upon an examination of the Blue Sky securities laws and related rules, regulations and administrative determinations, if any, promulgated thereunder, of the various jurisdictions as reported in customarily relied upon standard compilations, and upon such counsel’s understanding of the various conclusions expressed, formally or informally, by administrative officials or other employees of the various regulatory or other governmental agencies or authorities concerned.

(vii) To the best of such counsel’s knowledge, after due inquiry, each of Series J, the Managing Owner and the Trust has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary in order for each of Series J, the Managing Owner and the Trust (as the case may be) to perform its obligations under this Agreement and under the Advisory Agreement and to act as described in the Memorandum as of the Closing Date (including, without limitation, the Managing Owner’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA) and such licenses, registrations and approvals have not, to the best of such counsel’s knowledge, after due inquiry, been rescinded, revoked or otherwise removed.

(viii) To such counsel’s knowledge without independent investigation, except as described in the Memorandum, or in a schedule delivered by counsel to the Managing Owner, the Trust and Series J prior to the date hereof, there is no pending or threatened, suit or proceeding, known to such counsel, before or by any court, governmental or regulatory body or arbitration panel to which Series J, the Trust and the Managing Owner or any of the assets of Series J, the Trust or the Managing Owner or any of their principals is subject and which reasonably might be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of Series J, the Trust or Managing Owner or any of their principals or which reasonably might be expected materially adversely to affect any of the assets of Series J, the Trust or Managing Owner or any of their principals or which reasonably might be expected to (A) impair materially Series J’s, the Trust’s or Managing Owner’s (as the case may be) ability to discharge their obligations to the Advisor or (B) result in a matter which would require disclosure in the Memorandum which is not so disclosed; and, to such counsel’s knowledge, based solely on a representation of a senior officer of the Managing Owner and without having undertaken any independent investigation, neither Series J, Managing Owner or the Trust, nor any of their principals has 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 (iii) any exchange, regarding non-compliance with its rules, which investigation reasonably might be expected to (A) impair materially Series J’s, the Trust’s or Managing Owner’s (as the case may be) ability to discharge its obligations to the Advisor or (B) result in a matter which would require disclosure in the Memorandum which is not so disclosed.

C-10

(ix) The Memorandum as of the Closing Date are responsive in all material respects to the requirements of the CE Act, including the rules and regulations thereunder, and the rules and regulations of the NFA, and nothing has come to the attention of such counsel that leads it to believe that the Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except that such counsel is not required to express any opinion or belief (A) as to the financial statements or other financial or statistical data, past performance tables and notes thereto or other past performance information contained in the Memorandum, or (B) as to any statements or omissions made in reliance on and in conformity with information furnished by the Advisor for the express purpose of inclusion in the Memorandum, including, without limitation, references to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History.

In rendering such opinions, such counsel may rely (i) as to matters of fact, on a certificate of an officer of the Managing Owner, unless such counsel has actual knowledge otherwise and (ii) as to matters of law of states other than that in which they are licensed to practice law, upon the opinions of other counsel, in each case satisfactory in form and substance to the Advisor and its counsel, and such counsel shall state that they believe the Advisor may rely on them.

9. Survival of Representations, Warranties and Covenants. All representations, warranties and covenants in this Agreement, or contained in certificates required to be delivered hereunder, shall survive the termination of the Advisory Agreement and this Agreement, with respect to any matter arising while the Advisory Agreement or this Agreement was in effect. Furthermore, all representations, warranties and covenants hereunder shall inure to the benefit of each of the parties to this Agreement and their respective successors and permitted assigns.

10. Indemnification.

(a) By the Advisor. In any action in which the Trust, Series J, Wilmington Trust Company, a Delaware corporation, in its capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, 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 result from (i) any misrepresentation or material breach of any warranty, covenant or agreement of the Advisor contained in this Agreement or (ii) any untrue statement of any material fact contained in the Memorandum or the omission to state in the Memorandum 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 in each case under this subclause (ii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Memorandum and approved in writing by the Advisor, including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including, but not limited to, any notification by the Advisor to any such person and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act.

C-11

(b) Of the Advisor. In any action in which the Advisor, or its controlling persons, or any of the respective shareholders, directors, officers and/or employees (the “Advisor Indemnified Parties”) are parties, the Managing Owner agrees (A) to indemnify and hold harmless the Advisor Indemnified Parties against any loss, claim, damage, charge, liability, or expense (including reasonable attorneys and accountants fees) (“Advisor Losses”), insofar as such Advisor Losses arise out of or result from or are based upon (i) any actual or alleged misrepresentation or material breach of any warranty, covenant or agreement of the Trust or the Managing Owner contained in this Agreement, (ii) any actual or alleged untrue statement of any material fact contained in the Memorandum or the actual or alleged omission to state in the Memorandum 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, (iii) any actual or alleged failure to comply with any legal requirements relating to the Offering of the Interests (including without limitation, any noncompliance with the requirements of the Exchange Act, and/or the 1933 Act, and/or the CE Act, including the rules and regulations thereunder, and or the rules and regulation of the NFA, in each case with respect to the Offering of Interests), or (iv) any claim relating to or involving the Advisor that is not substantiated, resolved or otherwise finally determined, in each case under subclauses (ii), (iii) or (iv) hereof, except to the extent that such untrue statement, omission or failure was made in reliance upon and in material conformity with information furnished by the Advisor to the Managing Owner for inclusion in the Memorandum including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History, and including but not limited to, any notification required and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act, and (B) to reimburse each of 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. With respect to subclause (iv) above only, the Advisor and the Managing Owner agree to negotiate in good faith a reduction, if any, in the indemnification amount required to be paid pursuant to subclause (iv) above to the Advisor based upon the relative responsibility of the Advisor for circumstances giving rise to the Advisor Losses for which indemnification is sought (including, but not limited to, the parties’ assessment of the merits of the claim), provided that in the event the Managing Owner and the Advisor fail to agree on the amount of any such reduction after good faith negotiations, they shall submit the matter to binding arbitration in accordance with Section 15 of this Agreement for the purpose of determining whether the Advisor should bear any responsibility for the Advisor Losses or whether the Advisor is entitled to indemnification for such Advisor Losses in full.

(c) None of the indemnifications contained in this Section 10 shall be applicable with respect to default judgments or confessions of judgment, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party.

(d) Promptly after receipt by an indemnified party under this Section 10 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 10, 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 10 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 10 for any

C-12

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 10. Notwithstanding any other provisions of this Section 10, 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.

(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 10 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 loss, claim, damage, charge or liability 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.

11. Limits on Claims. The Advisor agrees that it will not take any of the following actions against the Trust: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust 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 the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust 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 the Trust or of any substantial part of any of its properties, or ordering the winding up or liquidation of any of its affairs, or (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 Series J or the Trust, the Advisor will look solely and exclusively to the assets of Series J to satisfy its claims and will not seek to attach or otherwise assert a claim against any other assets of the Trust, 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.

12. 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 Managing Owner or Series J:

Kenmar Preferred Investments Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307 – 4045

E-mail: legaldept@kenmar.com

C-13

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:

GLC Limited

Ingeni Building

17 Broadwick Street

LondonW1F 0AX

Attn: Caroline Hoare/David Trudeau

Facsimile: 011-44-207-942-8229

Email: caroline.hoare@glcuk.com/david.trudeau@glcuk.com

13. Governing Law. This Agreement shall be deemed to be made under the laws of the State of New York 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.

14. Arbitration, Remedies. Each party hereto agrees that any dispute relating to the subject matter of this Agreement shall be settled and determined by non-binding mediation for a period of at least 60 days and, failing that, 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 New York and in any other courts having jurisdiction over the parties.

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

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

17. Successors. Except as set forth in Section 10 of this Agreement is made solely for the benefit of and shall be binding upon the Trust, Series J, the Managing Owner, 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. The terms “successors” and “assigns” shall not include any purchasers, as such, of Interests.

C-14

18. 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.

19. 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.

20. No Liability of Limited Owners. This Agreement has been made and executed by and on behalf of Series J, the Trust and the Managing Owner, and the obligations of Series J, the Trust and/or the Managing Owner set forth in this Agreement are not binding upon any of the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner.

21. Headings. Headings to 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.

22. 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.

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

[Remainder of page left blank intentionally.]

C-15

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

WORLD MONITOR TRUST III- SERIES J
By:	KENMAR PREFERRED INVESTMENTS CORP., its sole Managing Owner
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
GLC LIMITED
By:	/s/ Caroline Hoare
Name:	Caroline Hoare
Title:	Director and Chief Executive Officer

C-16

EXHIBIT D

DISCLOSURE DOCUMENTS

D-1

EX-10.16

Exhibit 10.16

ADVISORY AGREEMENT

ADVISORY AGREEMENT (this “Agreement”) dated as of the 1st day of July, 2009, by and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), KENMAR PREFERRED INVESTMENTS CORP., a Delaware corporation (the “Managing Owner”) and KROM RIVER INVESTMENT MANAGEMENT (CAYMAN) LIMITED, an exempted company incorporated in the Cayman Islands (“Krom Cayman”) and KROM RIVER TRADING AG, a company incorporated in Switzerland (“Krom Switzerland” and, together with Krom Cayman, the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Trust has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of futures, forward and options contracts. 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 Owner is the managing owner of the Trust; and

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

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

WHEREAS, the Advisor is either (a) 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, or (b) is exempt from registration as a commodity trading advisor under the CE Act and will maintain such exempt status for the term of this Agreement; and

WHEREAS, the Trust is making a private offering pursuant to Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) of beneficial interests (the “Offering”) in the Trust (the “Interests”) evidenced by different series of Interests (each, a “Series”) through Kenmar Securities Inc., as Selling Agent, and in connection therewith, the Trust has prepared a Confidential Private Placement Memorandum and Disclosure Document (the “Memorandum”) for the offering of Series J Interests (Units relating to the Series J Interests are referred to herein as the “Series J Units”).

WHEREAS, Series J 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 advisory services on behalf of Series J during the term of this Agreement;

1

NOW, THEREFORE, the parties agree as follows:

1. Duties of the Advisor.

(a) Appointment. Series J hereby appoints the Advisor, and the Advisor hereby accepts such appointment, as its limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement the portion of Series J’s Net Asset Value (as defined in the Memorandum) allocated to the Advisor which shall not be less than $5 million (such amount, including margin and notional proceeds, referred to herein as 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 Series J and the Managing Owner 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 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.

(i) Series J will have the responsibility for the management of any portion of the Allocated Assets that are not invested in Commodities, including cash and cash equivalents.

(ii) 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.

(iii) In the event that Series J 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 Series J, 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 Owner from imposing any limitation(s) on the trading activities of Series J beyond those enumerated in the Memorandum if the Managing Owner determines that such limitation(s) are necessary or in the best interests of the Trust or Series J, 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. Limited Owners (as defined below) 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.

2

(d) Modification of Trading Approach. In the event the Advisor requests to use, or Series J 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 Series J (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy to the then agreed upon Trading Approach), 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 Series J and the Advisor consent thereto in writing.

(e) Notification of Material Changes. The Advisor also agrees to give Series J 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 Series J) over the objection of Series J, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to Series J) 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, and variations in the leverage principles and policies utilized by the Advisor, shall not be deemed a material change in the Advisor’s Trading Approach, and prior approval of Series J shall not be required therefore.

Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with Series J upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for Series J, 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 Series J with any information concerning the Advisor that Series J may reasonably request, including, but not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which Series J reasonably deems to be material to Series J. The Advisor shall provide Series J with proprietary or confidential information concerning the Trading Approach only subject to receipt of adequate assurances of confidentiality by Series J, The Advisor shall not be required to provide Series J with the identity of its customers. The Advisor also shall notify Series J of any such matters the Advisor, in its reasonable judgment, believes may be material to Series J relating to the Advisor and its Trading Approach. During the term of this Agreement, the Advisor agrees to provide Series J 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 a material 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 Series J of this fact and shall utilize its commercially reasonable efforts to cause the error or discrepancy to be corrected.

(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 Series J, its officers, directors, Members, shareholders or employees, or any person who controls Series J, or any of their respective successors or assignees under this Agreement, except by reason of acts or omissions in material breach of

3

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 Series J and its Limited Owners; 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 for the account and risk of Series J, and the Advisor shall incur no liability for trading profits or losses resulting therefrom provided the Advisor would not otherwise be liable to Series J under the terms hereof. In addition, neither the Advisor nor any employee, director, officer or shareholder of the Advisor, nor any person who controls the Advisor, shall be liable to Series J, its officers, directors, Members, shareholders or employees, or any person who controls Series J, or any of their respective successors or assignees under this Agreement for any action taken by the Managing Owner pursuant to Section 1(b)(iii) above.

(i) Additional Allocations and Reallocations. Subject to Section 10(a) below, Series J 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 the Allocated Assets to an Other Advisor.

(j) Delivery of Disclosure Document. The Advisor agrees to provide the Managing Owner with the current offering memorandum for the Krom River Commodity Fund Inc (“Disclosure Document”) and any updates .

2. Indemnification.

(a) By the Advisor. In any action in which the Trust, Series J, Wilmington Trust Company, a Delaware corporation, in its capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, 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 result from a material breach of this Agreement by the Advisor. Notwithstanding the foregoing, neither the Advisor nor any employee, director, officer or shareholder of the Advisor, nor any person who controls the Advisor, shall be required to indemnify Series J, its officers, directors, Members, shareholders or employees, or any person who controls Series J, or any of their respective successors or assignees for any action taken by the Managing Owner pursuant to Section 1(b)(i) and/or section 1 (b) (iii) above and nor shall neither the Advisor nor any employee, director, officer or shareholder of the Advisor, nor any person who controls the Advisor be liable for any Losses which arise, directly or indirectly, form any action taken by the Managing Owner pursuant to Section 1(b)(i) and/or section 1 (b) (iii) above.

(b) Of 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 (each, and “Advisor Indemnitee”), shall be indemnified, defended, and held harmless by Series J and the Managing Owner, 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 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 Series J or its role as trading advisor to the Allocated Assets and (ii) as a result of a material breach of this Agreement by Series J or the Managing Owner, provided that, (1) such Losses were not the result of gross negligence, willful

4

misconduct or a material breach of this Agreement on the part of the Advisor, and its officers, directors, shareholders and employees, and each person controlling the Advisor, (2) 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 such person to be in or not opposed to the best interests of Series J and (3) any such indemnification will only be recoverable from the Allocated Assets and the assets of the Managing Owner and not from any other assets of Series J or the other Series of the Trust, 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 Series J of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid, or (B) Series J does not approve the amount of the settlement within fifteen (15) days (such approval not to be withheld unreasonably). Notwithstanding the foregoing, Series J shall, at all times, have the right to offer to settle any matter for a monetary amount with the approval of the Advisor (which approval shall not be withheld unreasonably) and if Series J successfully negotiates a monetary settlement and tenders payment therefore to Advisor Indemnitee, the Advisor Indemnitee must either use commercially reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Advisor Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of Series J to the Advisor Indemnitee shall be the amount of said proposed settlement; provided, however, that nothing herein contained shall require the Advisor Indemnitee to accept any settlement which has provisions requiring anything other than payment of a monetary amount.

(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, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party.

(d) Procedure. Promptly after receipt by an indemnified party under this Section 2 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 2, 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 2 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 2 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 2. Notwithstanding any other provisions of this Section 2, 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.

(e) Expenses. Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending civil, administrative or criminal action, suit or proceeding shall be paid by the indemnifying party in advance of final disposition or settlement of such action, suit or proceeding, if and to the extent that (i) the legal action, suit or proceeding, if sustained, would entitle the

5

indemnified party to indemnification pursuant to the terms of this Section 2 and (ii) 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 2 upon final disposition or settlement.

3. Limits on Claims.

(a) Limited Assets Available. The Advisor agrees that for any obligations due and owing to it by Series J, the Advisor will look solely and exclusively to the Allocated Assets at the time such obligation was incurred to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust or Series J, whether there is a Bankruptcy or Insolvency Action (s defined below) taken or otherwise. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

(b) No Limited Owner Liability. This Agreement has been made and executed by and on behalf of Series J for the benefit of Series J and the obligations of Series J set forth herein are not binding upon any of the owners of any Series (“Limited Owners”) individually, but are binding only upon the assets and property identified above and no resort shall be had to the assets of Series J or any other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of any obligation or claim hereunder.

(c) “Bankruptcy or Insolvency Action”. For purposes of this Agreement, the term “Bankruptcy or Insolvency Action” shall mean any action action against Series J in which the Advisor: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or Series J 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 the Trust or Series J a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or Series J 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 the Trust or Series J or of any substantial part of any of their properties, or ordering the winding up or liquidation of any of their 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. Obligations of the Trust, the Managing Owner and the Advisor.

(a) The Memorandum. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, and best efforts in connection with (i) the preparation by the Trust 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 Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this Agreement as the Managing Owner 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 Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. 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 Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner without the prior written consent of the Advisor; provided that distribution of performance information relating to Series J’s account shall not require consent of the Advisor.

6

(b) Advisor Not A Promoter. The parties acknowledge that the Advisor has not been, either alone or in conjunction with the Selling Agent or its affiliates, an organizer or promoter of Series J, 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 Series J, the Managing Owner and each other commodity trading advisor that may in the future provide commodity trading advisory services to Series J and the Managing Owner and its affiliates, and shall, unless otherwise expressly authorized, have no authority to act for or to represent Series J, the Managing Owner, 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 Series J, the Managing Owner, any other commodity trading advisor, or in any way be responsible for the acts or omissions of Series J, the Managing Owner, 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 the Trust.

(c) Confidentiality. Series J and the Managing Owner 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 (and, if the Advisor does disclose such information to the Managing Owner and Series J subject to adequate assurance of confidentiality under Section 1(f) above, nor shall such details be disclosed either directly or indirectly by Series J or the Managing Owner). Series J and the Managing Owner further agree that they will keep confidential and will not disseminate the Advisor’s trading advice to Series J, except as, and only to the extent that, it may be reasonably determined by Series J and agreed by the Advisor to be (i) necessary for the conduct of the business of Series J, including the performance of brokerage services by Series J’s commodity broker(s), it being understood that in those circumstances Series J will use commercially reasonable efforts to assure that third parties to whom such information is provided will maintain the confidentiality of such information, or (ii) expressly required by law or regulation. Each of the Managing Owner and Series J further agrees that it will not, directly or indirectly, utilize any confidential information obtained from the Advisor in or in connection with its or its affiliates’ own trading or trading systems.

6. Commodity Broker.

All Commodities traded for the account of Series J shall be made through such commodity broker or brokers or counterparty or counterparties as are agreed upon between the Advisor and Series J and in accordance with such order execution procedures as are agreed upon between the Advisor and Series J. 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 Series J or for negotiating floor brokerage commission rates or other compensation to be charged therefore. 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 Series J’s Trading Policies and Limitations. At the present time it is contemplated that Series J will execute and clear all Commodities trades through UBS Securities LLC. The Advisor may, however, with the consent of Series J, such consent not to be unreasonably withheld, execute transactions at such other firm(s), and

7

upon such terms and conditions, as the Advisor and Series J agree if such firm(s) agree to “give up” all such transactions to UBS Securities LLC for clearance. To the extent that Series J determines to utilize a broker or counterparty other than UBS Securities LLC, Series J 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 Series J 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 the other Series or any other trading advisor, as follows:

(a) A Management Fee equal to 1/12 of 2% (two %) of the Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 2%). 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) any accrued but unpaid incentive 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 (as defined in the Trust 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, 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 per cent (20%)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 immediately preceding Incentive Measurement Date (each an “Incentive Measurement Period”).

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 Series J’s transaction costs attributable to the Allocated Assets, 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 (it being understood and agreed that such expenses are subject to a maximum of 1/12 of .50% per month of the beginning-of-month Allocated Assets), 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

8

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 Series J in an Incentive Measurement Period, distributions or redemptions paid or payable by Series J 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 Series J), 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.

(c) Timing of Payment. Management Fees and Incentive Fees shall be paid 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 High Net 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 Trust 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. Series J will provide the Advisor with the data used by Series J to compute the foregoing fees within ten (10) 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.

(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 Series J carries an account for transactions executed in Series J’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 Series J, 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.

9

(b) Automatic Termination. This Agreement shall terminate automatically in the event that the Trust or Series J 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 Series J. This Agreement may be terminated at any time at the election of Series J in its sole discretion upon at least thirty (30) days’ prior written notice to the Advisor. Series J 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) Series J 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 Series J; (ii) either (A) 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, or (B) the Advisor is no longer exempt from registration status as a commodity trading advisor under the CE Act; (iii) Series J 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 Series J’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 what the Advisor considers, in its sole and absolute opinion to be a substantial portion of its assets, or a change in any material respect in any portion of the Advisor’s Trading Approach utilized by the Advisor for Series J, without the consent of Series J; (vi) Christopher Brodie is not in control of the Advisor’s trading activities for Series J; (vii) the death, incapacity or disability of Christopher Brodie, (viii) the Advisor becomes bankrupt (admitted or decreed) or insolvent, (ix) for any other reason, Series J determines in good faith that such termination is essential for the protection of Series J, including without limitation a good faith determination by Series J that the Advisor has breached a material obligation to Series J under this Agreement relating to the trading of the Allocated Assets.

(d) Optional Termination Right of Advisor. The Advisor shall have the right to terminate this Agreement at any time upon at least ninety (90) days’ prior written notice in the event: (i) of the receipt by the Advisor of an opinion of independent counsel reasonably satisfactory to the Advisor and Series J that by reason of the Advisor’s activities with respect to Series J 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 Owner 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 Series J (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 amount of the Allocated Assets decreases to less than $5 million as the result of redemptions, distributions, reallocations of the Allocated Assets or deleveraging initiated by Series J, but not trading losses, as of the close of business on any Friday; (v) Series J 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 Series J; (vii) there is a material breach of this Agreement by Series J and after giving written notice to Series J which identifies such breach and such material breach has not been cured within

10

10 days following receipt of such notice by Series J; (viii) the Advisor provides Series J 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 Series J 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 Series J allocates its assets to Other Advisors, the Advisor shall be entitled to, and Series J 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 Series J informs the Advisor, in writing via facsimile or other equivalent means, that Series J 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 Series J expense. Series J shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. Series J 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 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 at the time of such liquidation, Series J agrees to cover such excess losses from its assets, but in no event from the assets of the other Series issued by the Trust. The Advisor shall have no liability for such losses in any event.

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 Series J, so long as in the Advisor’s reasonable judgment the aggregate amount of capital being managed or traded by the Adviser pursuant to the Trading Approach being used by Series J does not (A) materially impair the Advisor’s ability to carry out its obligations and duties to Series J 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 Series J in a manner which might reasonably be expected to have a material adverse effect on Series J. 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 $1 billion or in the future such greater amount or amounts as the Advisor may, in its judgment, believe it can trade. The Advisor shall not be required to accept capital from Series J in an amount which exceeds $100 million if such excess amount will cause the Advisor to be managing or trading funds pursuant to its Trading Approach which exceed the Advisor’s Capacity.

11

(b) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of Series J pursuant to the Trading Approach being used by Series J, 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 Series J. 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 Series J’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 Series J with an explanation of the differences, if any, in performance between Series J 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, Series J or the Managing Owner, the Advisor shall permit Series J or the Managing Owner 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 Series J 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 Series J or the Managing Owner 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, Series J or the Managing Owner (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.

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 Series J’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 Series J if Series J’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 Series J 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 Series J, 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 Series J’s account can be implemented for the benefit of Series J notwithstanding the possibility that, from time to time, speculative position limits may become applicable.

12

12. Redemptions, Distributions, Reallocations and Additional Allocations.

(a) Notice. Series J 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, it being understood and agreed that any such change generally shall occur no more than once each calendar month.

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

13. Brokerage Confirmations and Reports.

Series J 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 Series J’s brokers or counterparties unless (i) such error is caused by the Advisor or (ii) the Advisor has selected the broker or counterparty. Series J 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 Limited Owners and copies of all reports filed with the CFTC and the NFA. The Advisor shall, at Series J’s request, make a good faith effort to provide Series J with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the Advisor by Series J’s commodity broker regarding Series J, and in the Advisor’s possession or control, as Series J deems appropriate if Series J cannot obtain such copies on its own behalf. Upon request, Series J 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 Series J, (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 any undertaking, agreement, contract or to the best of its knowledge, 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) either (i) 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, or (ii) it is exempt from registration as a commodity trading advisor under the CE Act and it will maintain its exempt status during the term of this Agreement;

(d) a copy of its most recent Disclosure Document has been provided to Series J in the form of Exhibit C hereto (and Series J acknowledges receipt of such Disclosure Document) and, except as disclosed in such Disclosure Document, all information in such Disclosure Document

13

(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;

(e) assuming that the Allocated Assets equal not more than $100 million as of the effective date of this Agreement, 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 will exceed the Advisor’s Capacity; 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 residence addresses of, and/or other information about, the Limited Owners; nor (ii) shall solicit any person it or they know is a Limited Owner 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).

(g) 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, (ii) the Advisor’s Trading Approach and (iii) the actual past performance of discretionary accounts directed by the Advisor or any principal thereof, including the notes to the tables reflecting such actual past performance (hereinafter referred to as the Advisor’s “Past Performance History”) 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, as set forth in 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 Advisor also represents and warrants as to the accuracy and completeness in all material respects of the underlying data made available by the Advisor to Series J and the Managing Owner for purposes of preparing the pro forma performance tables, it being understood that no representation or warranty is being made with respect to the calculations used to execute the pro forma performance tables or notes thereto. The term “principal” in this Agreement shall have the same meaning as that term in CFTC Regulation § 4.10(e) under the CE Act.

(h) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Advisor and 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 Memorandum as of the date of this 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.

(i) 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 hereof 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 the Advisory Agreement.

14

(j) 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, and to act as described in the Memorandum.

(k) Subject to adequate written assurances of confidentiality, and as requested by the Managing Owner, the Advisor has supplied to or made available for review by the Managing Owner (and if requested by the Managing Owner 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 in the Memorandum as of the date of this Agreement 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.

(l) As of the date hereof, there has been no material adverse change in the Advisor’s Past Performance History as set forth the Memorandum under the caption “KROM RIVER INVESTMENT MANAGEMENT (CAYMAN) LIMITED” which has not been communicated in writing to and received by the Managing Owner or its counsel.

(m) 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 Series J 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, or (iii) 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.

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 Series J in writing thereof.

15. The Managing Owner’s and Series J’s Representations and Warranties.

Each of the Managing Owner and Series J represents and warrants only as to itself (and, further, provided that only the Managing Owner is making the representations and warranties in Section 15(c) and Section 15(e)(ii), and only Series J 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

15

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

(e) on the date hereof, it is, and during the term of this Agreement, it will be (i) in the case of Series J, 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 Owner, 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.

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, Series J in the case of its representations and warranties, and the Managing Owner in the case of its representations and warranties, promptly will notify the Advisor in writing.

16. The Advisor’s Covenants.

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, (ii) the Advisor’s Trading Approach, or (iii) the Advisor’s Past Performance History, untrue or misleading in any material respect, the Advisor will provide prompt written notification to Series J and the Managing Owner 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 Series J to terminate this Agreement with the Advisor on prior written notice to the Advisor. The Advisor also agrees that, during the term of this Agreement, from and after the date of the Memorandum and for so long as Interests in the Trust are being offered, it will provide the Trust and the Managing Owner with updated month-end information relating to the Advisor’s Past Performance History, as required to be disclosed in the performance tables relating to the performance of the Advisor in the Memorandum under the caption KROM RIVER INVESTMENT MANAGEMENT (CAYMAN) LIMITED,” beyond the periods disclosed therein. The Advisor shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it.

16

17. 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.

18. 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.

19. 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.

20. 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 Owner or Series J:

Kenmar Preferred Investments Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307 – 4045

E-mail: legaldept@kenmar.com

17

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:

Krom River Investment Management (Cayman) Limited

c/o Walkers SPV Limited

Walker House

87 Mary Street

George Town

Grand Cayman, KY1-9002, Cayman Islands

Attn: Christopher Brodie or Itay Simkin

Facsimile: +44 207 225 0881

E-mail: cb@kromriver.com or is@kromriver.com

and:

Krom River Trading A.G.

Neuhofstrasse 3D

6340, Baar, Switzerland

Attn: Christopher Brodie or Itay Simkin

E-mail: cb@kromriver.com or is@kromriver.com

21. 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.

22. 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.

23. 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.

24. No Liability of Limited Owners.

This Agreement has been made and executed by and on behalf of Series J, and the obligations of Series J and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner.

18

25. 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.

26. 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.

27. 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.

28. 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 left blank intentionally.]

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.

WORLD MONITOR TRUST III- SERIES J
By:	KENMAR PREFERRED INVESTMENTS CORP., its sole Managing Owner
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
KROM RIVER INVESTMENT MANAGEMENT (CAYMAN) LIMITED
By:	/s/ Geoff Ruodick
Name:	Geoff Ruodick
Title:	Director
KROM RIVER TRADING AG
By:	/s/ Christopher Brodie
Name:	Christopher Brodie
Title:	Director

20

EXHIBIT A

PROGRAM

The Advisor will make its trading decisions for Series J according to its Krom Commodity Discretionary Program as described in Exhibit C as amended from time to time.

[Remainder of page left blank intentionally.]

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  ¹/6^th of Series J’s Allocated Assets, such application of the limitations and policies is identical initially for Series J 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. Series J 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 Series J, subject to the terms of the Advisory Agreement.

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

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), 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 Series J is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by Series J or its affiliates, or permit Series J 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 Series J; (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 Series J, 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

(4) In respect of the Allocated Assets, Series J will not make or accept delivery of any commodity and will not engage in any EFP transactions.

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

(6) Series J may not trade any futures contract that is not approved for trading by the CFTC.

[Remainder of page left blank intentionally.]

B-2

EXHIBIT C

OFFERING MEMORANDUM FOR KROM RIVER COMMODITY FUND INC.

C-1

EX-10.17

Exhibit 10.17

ADVISORY AGREEMENT

ADVISORY AGREEMENT (this “Agreement”) dated as of the 1st day of July 1, 2009, by and among WORLD MONITOR TRUST III – Series J (hereafter, the “Client”), a separate series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), KENMAR PREFERRED INVESTMENTS CORP., a Delaware corporation (the “Managing Owner”), and CRABEL CAPITAL MANAGEMENT, LLC a Wisconsin limited liability company (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Trust has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of commodities, forward contracts, future contracts and foreign currencies (collectively referred to as “Commodities”); and

WHEREAS, the Managing Owner is the managing owner of the Trust; and

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

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

WHEREAS, the Advisor is either (a) 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, or (b) is exempt from registration as a commodity trading advisor under the CE Act and will maintain such exempt status for the term of this Agreement; and

WHEREAS, the Trust is making a private offering pursuant to Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) of beneficial interests (the “Offering”) in the Trust (the “Interests”) evidenced by different series of Interests (each, a “Series”) and in connection therewith, the Trust has prepared a Confidential Private Placement Memorandum and Disclosure Document (the “Memorandum”) for the offering of Series J Interests; and

WHEREAS, Client 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 advisory services on behalf of the Client during the term of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Appointment of Advisor. The Client hereby appoints the Advisor, and the Advisor hereby accepts such appointment, as its limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement the portion of the Client’s Net Asset Value (as defined in the Memorandum) allocated to the Advisor which initially shall not be less than $30 million trading level (which includes notional funding) (the “Allocated Assets”) on the terms and conditions and for the purposes set forth herein. Client authorizes Advisor to place orders, in Advisor’s complete discretion, with one or more brokers for the execution of transactions with respect to the Allocated Assets in the same manner and with the same effect as if Client placed the order. If Client, its affiliates or agents places an order that is not authorized in advance and in writing by the Advisor, this Agreement shall be

1

terminated effective on the last business day before the order was placed. All fees will become due and be computed as of the termination date. Liquidation of the account shall proceed as specified in Section 14(f). Client agrees to establish the trading Account in which such transactions will be cleared, at Newedge USA, LLC.

2. Allocated Assets.

(a) Change in Allocated Assets. Client agrees to notify Advisor in writing of any intent to change the amount of Allocated Assets by noon U.S. Eastern Time one business day before the change is to take effect. This notification will disclose the increase or decrease of the Allocated Assets and the resulting amount of Allocated Assets. To effect an increase in the Allocated Assets, Client must obtain prior approval of the Advisor, which may withhold such approval in its sole discretion. Any profit or loss generated with respect to the Allocated Assets shall not be automatically added or deducted to or from the Allocated Assets.

(b) Decrease in Allocated Assets. A decrease in Allocated Assets will result in the immediate realization of any incentive fees due on the amount decreased or a pro-rata reduction any carry-forward losses if the account is not at new highs.

(c) Minimum Allocated Assets. Client agrees that the Allocated Assets with respect to the Allocated Assets shall be rounded to even million dollar increments and shall not fall below the $30 million USD minimum.

3. Advisor’s Duties.

(a) Trading Approach and Trading Policies and Procedures. Advisor will manage the Allocated Assets pursuant to the investment program described in Appendix A (the “Trading Approach”) and will comply with the trading policies and restriction set forth in Appendix B (the “Trading Policies and Limitations”), as the same may be modified from time to time by not less than 30 days’ prior written notice to the Advisor. Advisor will use its reasonable best efforts to generate profits for Client pursuant to this Agreement, but makes no guarantee that its trading activities will be profitable or that Client will not incur losses. In the event that the Client 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 the Client, following reasonable notice to the Advisor appropriate under the circumstances, may override such trading instruction and shall be responsible therefore.

(b) Gains From Trading Approach. The Advisor will endeavor 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. Limited Owners (as defined below) 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.

(c) Modification of Trading Approach. In the event the Advisor requests to use, or the Client 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 Client (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy to the then agreed upon Trading Approach), 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 Client and the Advisor consent thereto in writing.

2

(d) Notification of Material Changes. The Advisor also agrees to give the Client 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 Client) over the objection of the Client, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to the Client) 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 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, and variations in the leverage principles and policies utilized by the Advisor, shall not be deemed a material change in the Advisor’s Trading Approach, and prior approval of the Client shall not be required therefore.

Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with the Client 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 Client, provided that nothing contained in this Agreement shall require the Advisor to disclose what it deems to be proprietary or confidential information.

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

(f) 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 a material 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 the Client of this fact and shall utilize its commercially reasonable efforts to cause the error or discrepancy to be corrected.

(g) Delivery of Disclosure Document. The Advisor shall not be required to provide a Disclosure Document since it is exempted from doing so based on CFTC Rule 4.7.

(h) The Memorandum. The Advisor agrees to make reasonable disclosures regarding itself, its officers and principals, trading performance and Trading Approach, as may be required, in the reasonable judgment of counsel to the Managing Owner, to be made in the Memorandum. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner or the Client without the prior written consent of the Advisor; provided that distribution of performance information relating to the Client’s account shall not require consent of the Advisor. Notwithstanding the foregoing, the Advisor agrees that the Trust and Client shall have the right to include in the Memorandum the information relating to the Advisor set forth in Appendix C to the extent that such information is included without any alteration whatsoever by the Trust or Client.

3

4. Representations, Warranties and Acknowledgments.

(a) Of the Client

(i) Client and not Advisor is responsible for making all margin and other payments, and paying all brokerage commissions and other fees, costs and expenses charged by any broker relating to the Allocated Assets. Any losses from transactions effected hereunder are the sole responsibility of Client and not the Advisor. Advisor shall not be liable to Client for any loss, liability or expense resulting from any error of any broker.

(ii) All transactions shall be subject to the rules and orders of the exchange where executed, and to the CE Act, as amended, and the rules and regulations thereunder.

(iii) Client is able, financially and otherwise, to assume the risks of commodity trading and to bear the loss of the entire Allocated Assets, including the Allocated Assets. Client acknowledges that, because of the leverage available in commodity trading (and the additional leverage resulting from trading at a Allocated Assets greater than the actual amount of Allocated Assets), Client could sustain losses in excess of the amount of the Allocated Assets. Client is able to bear such losses.

(iv) Advisor may manage other accounts and Advisor and its principals may trade Commodities for their own accounts. The advice that Advisor gives to other clients, as well as the actions which Advisor takes in respect to its own accounts, may differ from advice given or the timing or nature of action taken for Client.

(b) Client consents to being treated as an exempt account under Commodity Futures Trading Commission (“CFTC”) Rule 4.7, and acknowledges that it has not received a commodity trading advisor disclosure document from Advisor that has been filed with or reviewed by the CFTC or the National Futures Association.

(c) In connection with the account being exempt under Rule 4.7, Client represents and warrants that it is a Qualified Eligible Person (“QEP”) as defined in CFTC Rule 4.7 because it meets one or more of the QEP criteria in Appendix D.

(v) Client represents that the Allocated Assets shall not be deemed to constitute the assets of a “Benefit Plan Investor” as described in Appendix E.

(vi) Client, its affiliates, agents or administrators shall not disclose to any person any information arising out of or relating to the transactions effected by the Advisor, regardless of whether the source of such information was the Advisor or a third party. Notwithstanding the foregoing, the Client may disclose such information or any portion thereof (i) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator, or tribunal, or (ii) to any government or regulatory or self-regulatory body having authority to regulate or oversee their business; provided, however, that they will give the Advisor prior written notice of the information to be disclosed to the extent that such notice is permissible and the Client will cooperate with the Advisor to seek to obtain confidential treatment of such information by the persons to whom it is disclosed. The Client, its affiliates, agents or administrators acknowledge and agree that the Advisor’s trading systems and the methodology utilized by such systems are unique, proprietary to the Advisor, and have been developed at a significant cost to the Advisor through extensive research and development efforts. The Client, its affiliates, agents and administrators hereby agree that they shall not, directly or indirectly, take any steps or make any attempt to reverse engineer or analyze the Advisor’s trading systems or the methodology utilized by such systems.

4

(vii) Any report or information provided by the Advisor will be considered to be confidential and may not be shared with anyone including affiliates without prior written consent, other than: (a) as required by law, regulation or legal process (b) to investor shareholders, agents or representatives (including attorneys or accountants thereof), who are bound by a duty of confidentiality in relation to such information.

(viii) Client has procedures in place which comply with all relevant anti-money laundering and privacy principles applicable to it.

(ix) Client is duly organized, in good standing and validly existing under the laws of its jurisdiction of organization.

(x) Client has the right, power and authority to execute and deliver this Agreement and undertake the obligations contemplated hereby. The execution, delivery and performance by the Client of this Agreement and all obligations contemplated hereby have been duly and properly authorized by all requisite action in accordance with Applicable Law and with the Client’s organizational documents. This Agreement has been duly executed and delivered by the Client, and constitutes the legal, valid and binding obligation of the Client, enforceable against the Client in accordance with its terms.

(xi) The execution, delivery and performance of this Agreement and the incurrence of the obligations set forth in this Agreement will not violate, conflict with or constitute a breach of, or default under, any instrument by which the Client is bound or any law, statute, order, rule or regulation applicable to the Client of any court or any governmental body, administrative agency, regulatory or self-regulatory organization having jurisdiction over the Client that would have a material adverse effect on the Client’s ability to perform its duties under this Agreement or conduct its business as presently conducted.

(xii) The Client is in compliance and will continue to comply in all material respects with all applicable law.

(xiii) The Client shall not include any information in the Memorandum relating to the Advisor or any of its affiliates or principals except as expressly permitted herein.

The foregoing representations and warranties shall be continuing during the term of this Agreement and if at any time any of the foregoing representations or warranties become untrue or inaccurate in any material respect, the Client shall promptly notify Advisor in writing of that fact.

(d) Of the Advisor. The Advisor hereby represents and warrants to the Client and the Managing Owner that:

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

(ii) it will not by entering into this Agreement and by acting as a commodity trading advisor to Client, (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 any undertaking, agreement, contract or to the best of its knowledge, 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;

(iii) either (i) 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, or (ii) it is exempt from registration as a commodity trading advisor under the CE Act and it will maintain its exempt status during the term of this Agreement;

5

(iv) the amount of Allocated Assets should not, in the reasonable judgment of the Advisor, result in the Advisor being required to manage funds in an amount which will exceed the Advisor’s Capacity; and

(v) 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 Limited Owners; nor (ii) shall solicit any person it or they know is a Limited Owner 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).

(vi) all references in the Appendix C 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, (ii) the Advisor’s Trading Approach and (iii) the actual past performance the Crabel Fund, Ltd. Class H accounts directed by the Advisor or any principal thereof, including the notes to the tables reflecting such actual past performance (hereinafter referred to as the Advisor’s “Past Performance History”) are complete and accurate in all material respects, 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 Advisor also represents and warrants as to the accuracy and completeness in all material respects of the underlying data made available by the Advisor to Client and the Managing Owner for purposes of preparing the pro forma performance tables, it being understood that no representation or warranty is being made with respect to the calculations used to execute the pro forma performance tables or notes thereto.

(vii) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Advisor and 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 Memorandum as of the date of this 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.

(viii) 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 Appendix C as of the date hereof 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 the Advisory Agreement.

(ix) On the date hereof the Advisor is, and at all times during the term of this Agreement will be, a limited liablity company duly formed and validly existing and 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 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, and to act as described in the Appendix C.

6

(x) Subject to adequate written assurances of confidentiality, and as requested by the Managing Owner, the Advisor has supplied to or made available for review by the Managing Owner (and if requested by the Managing Owner to its designated auditor) all documents, statements, agreements and workpapers requested by them relating to all accounts referred to in Appendix C 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.

(xi) As of the date hereof, there has been no material adverse change in the Advisor’s Past Performance History as set forth in Appendix C which has not been communicated in writing to and received by the Managing Owner or its counsel.

(xii) 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 Client; 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, or (iii) 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.

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 Client in writing thereof.

5. Covenants.

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 4 of this Agreement inaccurate or incomplete in any material respect, or which might reasonably be expected to render Appendix C, with respect to (i) the Advisor or its principals, (ii) the Advisor’s Trading Approach, or (iii) the Advisor’s Past Performance History, untrue or misleading in any material respect, the Advisor will provide prompt written notification to Client and the Managing Owner 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 Client to terminate this Agreement with the Advisor on prior written notice to the Advisor. The Advisor also agrees that, during the term of this Agreement, it will provide the Client and the Managing Owner with updated month-end information relating to the Advisor’s Past Performance History, as disclosed in the performance tables relating to the performance of the Advisor in the Appendix C beyond the periods disclosed therein. The Advisor shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it.

7

6. Liability.

(a) 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 Client, its officers, directors, Members, shareholders or employees, or any person who controls the Client, any of their respective successors or assignees under this Agreement, the Trust, or the Managing Owner for any losses which arise out of the Advisor’s performance of this Agreement except in the case of willful misconduct or gross negligence; it being understood that the Advisor makes no guarantee of profit nor offers any protection against loss.

(b) Except as provided in Section 7(b), the Advisor agrees that for any obligations due and owing to it by the Client, the Advisor will look solely and exclusively to the Allocated Assets to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust or the Client.

7. Indemnification.

(a) By the Advisor. In any action in which the Client, or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties, the Advisor agrees to indemnify and hold harmless the foregoing persons against any loss, 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 result from a material breach of this Agreement by the Advisor.

(b) The Trust, the Managing Owner, and the Client (collectively, the “Indemnifying Parties”) will indemnify, hold harmless, and defend Advisor and its directors, officers, owners, employees and agents from and against any Loss incurred by Advisor in connection with the Allocated Assets or this Agreement, except to the extent that any of the foregoing arose directly from Advisor’s gross negligence, fraud or intentional misconduct. The Advisor and the Indemnifying Parties agree that the limitations set forth in Section 6(b) shall not apply to the foregoing provision;,provided, however, that the aggregate liability of the Indemnifying Parties under this Section 7(b) shall not exceed $30 million.

(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, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party.

(d) Procedure. Promptly after receipt by an indemnified party under this Section 7 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 7, 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 7 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 7 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 7. Notwithstanding any other provisions of this Section 7, if, in any claim, dispute, action or litigation as to which indemnity is or may be available, any indemnified party reasonably determines

8

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.

(e) Expenses. Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending civil, administrative or criminal action, suit or proceeding shall be paid by the indemnifying party in advance of final disposition or settlement of such action, suit or proceeding, if and to the extent that (i) the legal action, suit or proceeding, if sustained, would entitle the indemnified party to indemnification pursuant to the terms of this Section 7 and (ii) 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 7 upon final disposition or settlement.

8. Limits on Claims.

(a) Limited Assets Available. The Advisor agrees that for any obligations due and owing to it by the Client, the Advisor will look solely and exclusively to the Allocated Assets to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Client, whether Client has (i) sought a decree or order by a court having jurisdiction (A) for relief in respect of the Client 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 the Client a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Client 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 the Client or of any substantial part of any of their properties, or ordering the winding up or liquidation of any of their affairs, (ii) sought a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) filed a petition for bankruptcy (collectively, “Bankruptcy or Insolvency Action”) or otherwise. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

(b) No Limited Owner Liability. This Agreement has been made and executed by and on behalf of the Client for the benefit of Series J and the obligations of Series J set forth herein are not binding upon any of the owners of any Series (“Limited Owners”) individually, but are binding only upon the assets and property identified above and no resort shall be had to the assets of the Client or any other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of any obligation or claim hereunder.

9. Advisor’s Compensation.

(a) Client will pay Advisor a monthly management fee as of the end of each month, which is non-refundable, equal to 1% per annum of the sum of: (i) the beginning of month Allocated Assets, plus (ii) the net of all realized profits and losses on Account positions liquidated during the month, plus (iii) the change in net unrealized profits and losses on Account open positions between the beginning and end of the month, plus (iv) interest earned on Account during the month; minus: (v) all brokerage and transaction expenses paid during the month. The management fee will be pro-rated in the event the Account begins trading on a date other than the first business day of the month or if the Allocated Assets is changed intra-month.

Client will pay Advisor a quarterly incentive fee equal to 25% of the “New High Net Trading Profits “ (if any) of the Account as of the end of each calendar quarter. New High Net Trading Profits are calculated and accrued monthly and billed quarterly as of the last trading day of the calendar quarter and are the sum of: (i) the net of all realized profits and losses on Account positions liquidated during the

9

quarter, plus (ii) the change in net unrealized profits and losses on Account positions open between the beginning and end of the end of the quarter, plus (iii) interest earned on Account during the quarter; minus: (iv) the management fee accrued or paid for the quarter, (v) all brokerage commissions and transaction expenses paid for the quarter, and (vi) any cumulative net losses, if any, (which shall not include incentive fee expenses or payments) carried forward from all previous periods since the last quarter for which an incentive fee was payable. The quarterly incentive fee shall not be rebated by virtue of subsequent losses.

The full cumulative net loss shall not be carried over where a reduction in Allocated Assets has occurred. Instead, a portion of the loss (calculated by multiplying the cumulative net loss at the time of the reduction by the ratio of the decrease in Allocated Assets divided by the former Allocated Assets) shall be deducted from the cumulative net loss. For purposes of clarity, any reduction of the carry-forward loss shall not be recovered if there are subsequent increases in Allocated Assets. Where there is a reduction in Allocated Assets and there are cumulative New High Net Trading Profits , the incentive fees on the reduction (calculated by multiplying the cumulative New High Net Trading Profits by the ratio of the decrease in Allocated Assets divided by the former Allocated Assets) shall become payable within twenty business days of the reduction.

If the Account does not have New High Net Trading Profits in a given quarter, no incentive fee shall be paid unless and until the Account experiences New High Net Trading Profits in a subsequent quarter or Allocated Assets reduction. The amount of the Incentive Fee payable, if any, shall be determined independently with respect to each quarter, and the amount of any such fee paid shall not be affected by subsequent losses experienced in Client’s Account (i.e. the quarterly fee shall not be rebated by virtue of subsequent losses.)

If this Agreement is terminated before the period-ends described above, the termination date shall be deemed the end of the period for purposes of calculating any and all fees.

An example of the Advisor’s compensation calculation is provided in Appendix F.

(b) Timing of Payment. Management Fees and Incentive Fees shall be paid within twenty (20) 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 High Net 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. If an Incentive Fee shall have been paid by the Client 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.

(c) Fee Data. The Client will provide the Advisor with the data used by the Client to compute the foregoing fees 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.

(d) 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 Client carries an account for transactions executed in the Client’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 the Client, which payment shall not violate the preceding sentence.

10. Commodity Broker. All Commodities traded for the account of the Client shall be made through such commodity broker or brokers or counterparty or counterparties as the Client directs or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and the Client.

10

At the present time it is contemplated that the Advisor will clear all Commodities trades for the Client through Newedge USA LLC. The Advisor may, however, with the consent of Series J, such consent not to be unreasonably withheld, execute transactions at such other firm(s), and upon such terms and conditions, as the Advisor and the Client agree if such firm(s) agree to “give up” all such transactions to Newedge USA LLC for clearance. To the extent that the Client determines to utilize a broker or counterparty other than the parties listed in Appendix G, the Client 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.

11. Error Policy. When an error is discovered, the Advisor will take action to correct the error to the extent possible and as soon as possible. If the Broker or executing broker makes an error, the Advisor will request the Broker or executing broker to make the Client whole. Trading errors not resolved by the Broker or executing broker, including errors by the Advisor, either to the benefit or detriment to the Client, are borne by the Client.

12. Electronic Order Entry Risks. The Advisor or Broker may place trades via electronic order platforms for the Client. In such instances, trading through an electronic trading or order routing system may expose the Client to risks associated with system or component failure. Examples of risk include, but are not limited to, the possibility that a trade may not be placed, a trade may be placed at a later time than originally desired, or a trade may not be able to be cancelled. In the event a failure occurs, it will be considered a trading error, and will be treated in the same manner as described in Section 1(f).

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

14. 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 14, 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 14, 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 14(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 Client is dissolved. 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.

11

(c) Optional Termination Right of the Client. This Agreement may be terminated at any time at the election of the Client in its sole discretion upon at least thirty (30) days’ prior written notice to the Advisor. The Client 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 Client 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 Client; (ii) either (A) 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, or (B) the Advisor is no longer exempt from registration status as a commodity trading advisor under the CE Act; (iii) the Client 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 Client’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, or a change in any material respect in any portion of the Advisor’s Trading Approach utilized by the Advisor for the Client, without the consent of the Client; (vi) Toby Crabel is not in control of the Advisor’s trading activities for Series J; (vii) the death, incapacity or disability of Toby Crabel, (ix) the Advisor becomes bankrupt (admitted or decreed) or insolvent, or (x) for any other reason, the Client determines in good faith that such termination is essential for the protection of the Client, including without limitation a good faith determination by the Client that the Advisor has breached a material obligation to the Client under this Agreement relating to the trading of the Allocated Assets.

(d) Optional Termination Right of Advisor. The Advisor shall have the right to immediately terminate this Agreement at any time upon notice in the event: (i) of the receipt by the Advisor of an opinion of independent counsel reasonably satisfactory to the Advisor and the Client that by reason of the Advisor’s activities with respect to the Client 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 Owner 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 Client (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 amount of the Allocated Assets decreases to less than $30 million; (v) the Client 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 the Client; (vii) there is a material breach of this Agreement by the Client and after giving written notice to the Client which identifies such breach and such material breach has not been cured within 10 days following receipt of such notice by the Client; (viii) the Advisor provides the Client with written notice, at least ninety (30) 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 Client is obtained (which shall not be withheld or delayed unreasonably).

(e) Termination Fees. In the event that this Agreement is terminated, the Advisor shall be entitled to, and the Client 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.

12

(f) Termination and Open Positions. If terminated for any reason by either party, the Advisor will proceed to liquidate all positions on the following business day or days if there are intervening holidays. The next business day shall be deemed to start with the beginning of the Asian trading day, unless notified in writing by the Client that no liquidation of positions is required.

(g) The Advisor shall be solely responsible for converting any foreign currency balances.

(h) Notwithstanding the foregoing, Sections 4, 5, 6, 7, 8, 15, 24 and 30 of this Agreement shall survive the termination of this Agreement.

15. Liquidation of Positions. The Advisor agrees to liquidate open positions in the amount that the Client informs the Advisor, in writing via facsimile or other equivalent means, that the Client considers necessary or advisable to liquidate in order to (i) effect any termination or reallocation pursuant to Sections 1 or 14, respectively, or (ii) fund its pro rata share of any redemption, distribution or Client expense. Client shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. Client 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 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 at the time of such liquidation, Client agrees to cover such excess losses from its assets, but in no event from the assets of the other Series issued by the Trust. The Advisor shall have no liability for such losses in any event.

16. Other Accounts of the Advisor.

(a) Management of Other Accounts and Trading Proprietary Capital. Subject to paragraph (c) of this Section 16, 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 Client, so long as in the Advisor’s reasonable judgment the aggregate amount of capital being managed or traded by the Adviser pursuant to the Trading Approach being used by Client does not (A) materially impair the Advisor’s ability to carry out its obligations and duties to Client 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 Client in a manner which might reasonably be expected to have a material adverse effect on Client. 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 $5 billion or in the future such greater amount or amounts as the Advisor may, in its judgment, believes it can trade. The Advisor shall not be required to accept capital from Client.

(b) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of Client pursuant to the Trading Approach being used by Client, 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 Client. 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 Client’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.

13

The Advisor, upon reasonable request and receipt of adequate assurances of confidentiality, shall provide Client with an explanation of the differences, if any, in performance between Client 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, Client or the Managing Owner, the Advisor shall permit Client or the Managing Owner 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 Client J has been treated equitably with respect to advice rendered during the term of this Agreement by the Advisor for other accounts in the Two Plus Program managed by the Advisor, which the parties acknowledge to mean that Client or the Managing Owner 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, Client or the Managing Owner (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.

17. 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 Client’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 Client if Client’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 Client 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 Client, 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 Client’s account can be implemented for the benefit of Client notwithstanding the possibility that, from time to time, speculative position limits may become applicable.

18. Brokerage Confirmations and Reports. Client 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 Client’s brokers or counterparties. The Advisor shall, at Client’s request, make a good faith effort to provide Client with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the Advisor by Client’s commodity broker regarding Client, and in the Advisor’s possession or control, as Client deems appropriate if Client cannot obtain such copies on its own behalf. Upon request, Client will provide the Advisor with accurate information with respect to the Allocated Assets.

19. Acknowledgments. Client acknowledges that Advisor may receive research services and other benefits in return for maintaing the Allocated Assets in an account with a broker.

14

20. Non-Assignment. Neither the Client nor the Advisor may assign or otherwise transfer any of its rights or obligations under this Agreement without obtaining prior written consent of the other party.

21. 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.

22. 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.

(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.

23. Notices. All notices required or permitted to be given under this Agreement shall be in writing and delivered (a) by hand, (b) by certified mail, postage prepaid, return receipt requested, (c) overnight courier service or (d) by email to: clientrelations@crabel.com, provided that client relations acknowledges receipt by return email or facsimile and provided that the original is promptly transmitted by one of the foregoing methods, properly addressed to the addresses set forth below. All notices shall be deemed received, if delivered by hand, on the date of delivery; if mailed, on the date of receipt appearing on the return receipt card; if sent by courier, on the date recorded by the courier company as having been received by the addressee; if sent by email, on the date of the return email; or, if sent by facsimile, on the date of receipt printed by the facsimile machine when it reports that the transmission is complete.

If to the Advisor:

Crabel Capital Management, LLC

Unit #30

312 East Buffalo Street

Milwaukee, WI 53202

Attention: Client Relations Department

Phone: 414-224-7510

Facsimile: 414-276-2660

Email: clientrelations@crabel.com

and, if to Client:

Kenmar Preferred Investments Corp.

900 King Street, Suite 100

Rye Brook, NY 10573

Attention: General Counsel

Facsimile: (914) 307 – 4045

E-mail: legaldept@kenmar.com

15

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

24. 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 except Sections 5-1401 and 5-1402 of the New York General Obligation Law.

25. 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.

26. No Liability of Limited Owners. This Agreement has been made and executed by and on behalf of Series J, and the obligations of Series J and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner.

27. 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.

28. 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.

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

30. 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 or Chicago pursuant to the rules of the NFA or, if the NFA should refuse to accept the matter, the American Arbitration Association.

31. Confidentiality. Client will maintain the confidentiality of the trading decisions made by Advisor for the Client and will not disclose those decisions to other persons.

16

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

CRABEL CAPITAL MANAGEMENT, LLC
By:	/s/ Kathryn Daley
Name:	Kathryn Daley
Title:	Chief Operating Officer
WORLD MONITOR TRUST III- SERIES J
By:	KENMAR PREFERRED INVESTMENTS CORP., its sole Managing Owner
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Senior Executive Vice President and Chief Operating Officer

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

WORLD MONITOR TRUST III- SERIES J
By:	KENMAR PREFERRED INVESTMENTS CORP.,
	its sole Managing Owner
By:	/s/ Esther E. Goodman
Name:	Esther E. Goodman
Title:	Senior Executive Vice President and Chief Operating Officer
Address:	900 King Street, Suite 100
	Rye Brook, NY 10573
Telephone Number: 914-307-7000
Email Address: legaldept@kenmar.com

17

APPENDIX A

CRABEL TWO PLUS PROGRAM

INVESTMENT STRATEGY

Crabel Two Plus Program (1.5x) employs multiple, price-driven, systematic strategies that participate in market trends. Many of the strategies are derived from strategies and technologies from Crabel’s short-term portfolio. The product’s objective is to deliver a high risk-adjusted return with greater alpha relative to the trend-following industry. The average holding period is 5 days with a range of 2 to 55 days. Risk is controlled by dynamic sizing of new trades relative to market volatility, the use of stops and time exits along with a balance of volatility derived from 4 sectors and 3 geographic regions. Crabel Two Plus Program (1.5x) trades global futures, foreign exchange and forward markets.

The initial level of Allocated Assets is $30,000,000 USD.

Trading shall commence on July 1, 2009.

A-1

APPENDIX B

TRADING LIMITATIONS AND POLICIES

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), but may take into account open trading equity on existing positions in determining generally whether to acquire additional Commodities positions; (ii) share in any portion of the commodity brokerage fees paid by the Client; or (iii) commingle the Allocated Assets with its own assets, except as permitted by law.

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

Trading Policies

Subject to the foregoing limitations, the Advisor has agreed to abide by the trading policies of The Client, 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.

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

(5) The Advisor 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 75% of the Allocated Assets for any one commodity. Under certain market conditions, such as an inability to liquidate open Commodities positions because of daily price fluctuations, the Advisor may be required to commit the Allocated Assets as margin in excess of the foregoing limits.

B-1

APPENDIX C

INFORMATION PROVIDED TO BE USED EXCLUSIVELY AND VERBATIM IN THE

MEMORANDUM OF THE TRUST

Principlals of Advisor

Principals

William Harrison “Toby” Crabel, Crabel’s President, began his study of market analysis in 1975 at Florida Technological University, where he majored in Finance. In November 1980, Mr. Crabel began his career in commodities with Rufenacht, Bromagen & Hertz, a Futures Commission Merchant, in Chicago, Illinois and became an associated person in April of 1983, withdrew as such in May 1984 and was again registered as an associated person in August 1986. In August 1982, Mr. Crabel began offering trading advice to market professionals in newsletter format. In August 1983, he founded Analytic Commodity Trading, Inc., or ACT, and became a principal thereof in January 1984. ACT published a daily (ACT Daily Service) and weekly newsletter (The Active Trader) until October 1986. In February 1987, Mr. Crabel resigned as Chairman and Editor of ACT and founded Toby Crabel & Co., or TCC, a trading and advisory firm that eventually became Toby Crabel, Sole Proprietor. He became a principal and associated person thereof in October 1984 and March 1987, respectively. In 1989, Mr. Crabel wrote the book, Day Trading with Short Term Price Patterns & Opening Range Breakout. From September 1991 until May 1993, Mr. Crabel was a trader and analyst with Niederhoffer Investments, Inc., a trading firm, of New York. In May 1993, Mr. Crabel left Niederhoffer Investments, Inc. to focus on his own business and trading strategies as Toby Crabel & Co. from May 1994 through September 1997. On October 1, 1997, Mr. Crabel changed the name of his business to Crabel Capital Management, LLC.

In addition to the background described above, Mr. Crabel also served as a prop trader, listed principal and/or registered associated person at the companies and during the periods set forth below:

• Associated person from May 1981 to September 1984 and principal from October 1984 to May 1985 at Rosenthal Collins Group LLC, a Futures Commission Merchant.

• Associated person from April 1983 to May 1984 and from August 1986 to April 1991 at Rufenacht Bromagen & Hertz Inc, a Futures Commission Merchant.

• Associated person from May 24, 1984 to May 31, 1984 at Prudential Equity Group LLC, a Futures Commission Merchant.

• Proprietary Trader from May 1985 to August 1986 with TransMarket Group, LLC.

• Principal from January 1982 to June 1984 in his personal capacity as William H. Crabel.

• Associated person from May 1991 to February 1992 at LFG LLC, a Futures Commission Merchant.

• Associated person and principal from September 2002 and August 2002, respectively, to the present at Hill Crabel Trading LLC, an investment management firm.

• Associated person from October 2003 to December 2006 and principal from September 2002 to December 2006 at Kennedy Crabel Trading LLC, an investment management firm.

C-1

• Associated person from November 2002 to May 2003 and principal from September 2002 to May 2003 at Crabel Advisory Services Inc., an investment management firm.

• Principal from November 2002 to June 2003 at Brennan Crabel Trading Inc., an investment management firm.

• Principal from April 2003 to February 2009 at Brennan Crabel Trading LLC, an investment management firm.

• Associated person from February 2004 to April 2006 and principal from April 2003 to April 2006 at Buethe Crabel Trading LLC, an investment management firm.

• Associated person and principal from December 2004 to November 2005 at Crabel USVI LP, an investment management firm.

Kathryn Daley earned a BS in Computer Science from Nicholls State University and an MS in Computer Science at Louisiana State University. From July 1985 through August 1996, Ms. Daley worked as a computer scientist and consultant primarily in the United States defense industry in the Washington, D.C. area. From September 1996 through December 2000, Ms. Daley worked as a technology consultant in the financial industry both through her own consulting firm, Appia Associates, Inc. and in conjunction with Customized Database Solutions, Inc. In January 2001, Ms. Daley started a new consulting firm, Liberty Software Consulting, Inc. where she was also a technology consultant for the financial industry. In August 2001, Ms. Daley began consulting for Crabel and in January 2002 she joined Crabel Capital Management as its Chief Operating Officer. She became a listed principal and registered associated person of Crabel in March 2004.

In addition to the background described above, Ms. Daley also served as a listed principal and/or registered associated person at the companies and during the periods set forth below:

• Associated person and principal from March 2004 to February 2009 at Brennan Crabel Trading LLC, an investment management firm.

• Associated person and principal from March 2004 to the present at Hill Crabel Trading LLC, an investment management firm.

• Associated person and principal from March 2004 to April 2006 at Buethe Crabel Trading LLC, an investment management firm.

• Associated person and principal from March 2004 to December 2006 at Kennedy Crabel Trading LLC, an investment management firm.

Program Description (See Appendix A)

C-2

Markets Traded

Market	Exchange
1. Corn	CBOT
2. E-mini Dow Jones Index	CBOT
3. Five-Year Note	CBOT
4. Soybean Meal	CBOT
5. Soybean Oil	CBOT
6. Soybeans	CBOT
7. Ten-Year Note	CBOT
8. U.S. Bonds	CBOT
9. Wheat	CBOT
10. British Pound	CME
11. Canadian Dollar	CME
12. Euro Currency	CME
13. Euro Dollar	CME
14. E-mini NASDAQ Index	CME
15. E-mini S&P MidCap 400 Index	CME
16. E-mini S&P 500 Index	CME
17. Lean Hogs	CME
18. Live Cattle	CME
19. Japanese Yen	CME
20. Swiss Franc	CME
21. Gold	COMEX
22. High Grade Copper	COMEX
23. Silver	COMEX
24. BOBL	EUREX
25. DAX Index	EUREX
26. DJ Euro STOXX 50 Index	EUREX
27. German Bund	EUREX
28. Schatz	EUREX
29. Australian Dollar	F/X
30. British Pound	F/X
31. Canadian Dollar	F/X
32. Euro Currency	F/X
33. Euro Currency/British Pound	F/X
34. Euro Currency/Japanese Yen	F/X
35. Japanese Yen	F/X

Market	Exchange
36. Swiss Franc	F/X
37. H-Shares Index	HKFE
38. Hang Seng Index	HKFE
39. Cocoa	ICE
40. Coffee	ICE
41. E-mini Russell 2000 Index	ICE
42. Sugar	ICE
43. Brent Crude	IPE
44. Gas Oil	IPE
45. KOSPI 200 Index	KSE
46. Euribor	LIFFE
47. FTSE 100 Index	LIFFE
48. Long Gilt	LIFFE
49. Short Sterling	LIFFE
50. 3 month Aluminum	LME
51. 3 month Zinc	LME
52. Canadian 10Yr Govt Bond	ME
53. CAC-40 Index	MONEP
54. Cotton	NYCE
55. Heating Oil	NYMEX
56. Light Crude Oil	NYMEX
57. Natural Gas	NYMEX
58. RBOB Gasoline	NYMEX
59. Nikkei 225 Index	OSE
60. SPI-200 Index	SFE
61. Nikkei 225 Index	SGX-DT
62. Taiwan Index	SGX-DT
63. Gasoline	TCM
64. Gold	TCM
65. Kerosene	TCM
66. Platinum	TCM
67. Rubber	TCM
68. JGB	TSE
69. TOPIX	TSE

C-3

Track Record

Crabel Two Plus Program (1.5x)

Crabel trades its Two Plus Program (1.5x) on behalf of the Trust. Crabel has been trading its Two Plus Program since July 2004 and intends to trade its Two Plus Program (1.5x) for the Trust. The following summary performance information and chart present the pro forma performance results of the Crabel Two Plus Program (1.5x) for the period from July 2004 through March 2009.

Name of Advisor: Crabel Capital Management, LLC

Name of Program: Crabel Two Plus Program (1.5x)

Inception of client account trading by the Advisor: January 1992

Inception of client account trading in the Program: July 1, 2004

Number of open accounts: 8

Aggregate assets overall including “notional” equity: $1,307,500,000

Largest monthly drawdown (of an account): (11.89)% (10/2005)

Largest peak-to-valley drawdown (of an account): (25.58)% (04/2006 to 08/2006)

Monthly Rate of Return	2004(%)		2005(%)		2006(%)		2007(%)		2008(%)		2009(%)
January	—		(8.62	)%	7.65	%	2.81	%	6.85	%	6.56	%
February	—		0.84	%	1.61	%	(0.73	)%	7.76	%	2.94	%
March	—		5.77	%	7.56	%	(3.57	)%	3.33	%	(5.51	)%
April	—		(4.85	)%	5.53	%	2.37	%	(6.04	)%
May	—		8.13	%	(9.22	)%	5.01	%	0.67	%
June	—		8.48	%	(5.64	)%	11.56	%	6.64	%
July	(6.61	)%	2.88	%	(10.32	)%	(1.93	)%	(6.36	)%
August	(1.12	)%	6.59	%	(3.12	)%	(3.16	)%	(4.90	)%
September	3.04	%	0.11	%	1.32	%	10.17	%	3.07	%
October	7.68	%	(11.98	)%	1.52	%	4.86	%	17.59	%
November	10.28	%	10.72	%	10.84	%	4.37	%	2.01	%
December	4.95	%	(3.91	)%	3.16	%	7.45	%	0.13	%
Compound Rate of Return	18.59 (6 months	)%	11.96	%	8.67	%	45.23	%	32.30	%	3.65 (3 months	%  )

The performance record for Crabel Two Plus Program (1.5x) is pro-forma based on the actual trading of Crabel’s Two Plus Program and includes 50% leverage and is net of all fees and expenses.

NOTE TO PRO FORMA PERFORMANCE

PROSPECTIVE INVESTORS MUST BE AWARE THAT PRO FORMA RATES OF RETURN HAVE CERTAIN INHERENT LIMITATIONS: (A) PRO FORMA ADJUSTMENTS ARE ONLY AN APPROXIMATE MEANS OF MODIFYING HISTORICAL RECORDS TO REFLECT ASPECTS OF THE ECONOMIC TERMS OF A NEW COMMODITY ACCOUNT, CONSTITUTE NO MORE THAN ECONOMIC TERMS OF A NEW COMMODITY ACCOUNT, CONSTITUTE NO MORE THAN MATHEMATICAL ADJUSTMENTS TO ACTUAL PERFORMANCE NUMBERS, AND GIVE NO EFFECT WHATSOEVER TO SUCH FACTORS AS POSSIBLE CHANGES IN TRADING APPROACH THAT MIGHT HAVE RESULTED FROM THE DIFFERENT FEE STRUCTURE, INTEREST INCOME, LEVERAGE, AND OTHER FACTORS APPLICABLE TO A NEW COMMODITY ACCOUNT AS COMPARED TO EAGLE’S ACTUAL PROPRIETARY TRADING; AND (B) THERE ARE DIFFERENT MEANS BY WHICH THE PRO FORMA ADJUSTMENTS COULD HAVE BEEN MADE. WHILE EAGLE BELIEVES THAT THE INFORMATION HEREIN IS RELEVANT TO EVALUATING AN INVESTMENT BY A CLIENT, NO REPRESENTATION IS OR COULD BE MADE THAT THE PRO FORMA PERFORMANCE HEREIN PRESENTS WHAT THE RESULTS OF ACTUAL TRADING WOULD HAVE BEEN IN THE PAST OR ARE LIKELY TO BE IN THE FUTURE.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

C-4

Track Record Statistics

Advisor/ Program	Worst/Best Monthly Rate of Return1/ Month			Worst Peak-to-Valley Drawdown2/Time Period			Assets Under Management In Trust Program3		General Strategy Classification
Crabel — Two Plus Program (1.5x)	17.59 (11.89	%  )%	10/2008 10/2005	(25.58	)%	04/2006 to 08/2006	$	354,000,000	Systematic, Technical Broadly Diversified

C-5

APPENDIX D

Qualified Eligible Person (“QEP”) Status

“Natural Persons” (i.e., Individuals)

1. Client —

(a) owns securities (excluding interests in issuers with which Client is affiliated) and other investments with an aggregate market value of at least $2 million (Client may also meet this requirement by: (1) having on deposit for its own account with a futures commission merchant, at any time during the preceding six months, $200,000 or more in exchange-specified initial margin and option premiums for futures and other commodity interest positions, or (2) having a portfolio comprised of a proportionate combination of the investments specified above and the margin and premium specified in (1) above — e.g., investments of $1,000,000 and margin and option premiums of $100,000), AND

(b) either —

(i) has a net worth (including home, furnishings and automobiles), or joint net worth with spouse, exceeding $1 million, OR

(ii) has had individual gross income of $200,000 or more in the past two calendar years, or joint gross income with spouse of $300,000 in those years and, in either case, has a reasonable expectation of his individual or joint gross spousal income, respectively, reaching the same level in the current year.

Pension and Profit-Sharing Plans

2. Client meets the portfolio test of (a)(i) above AND is —

(a) An employee benefit plan under ERISA: (A) whose decision to invest in the Account is made by a plan fiduciary (as defined in ERISA §3(21)) that is a registered investment adviser, bank, savings and loan association, or insurance company; or (B) with total assets exceeding $5 million; or (C) that is a self-directed plan, and the decision to invest in the trading program is made by a QEP; or

(b) A plan established and maintained by a state, a political subdivision thereof, or any agency or instrumentality thereof, for the benefit of its employees and with total assets exceeding $5 million.

Individual Retirement Accounts

3. An IRA whose owner is a QEP under (a) above.

D-1

Partnerships, Corporations and other Entities

4. Client meets the portfolio test of (a)(i) above AND is—

(a) A commodity pool, trust, insurance company separate account or bank collective trust: (A) with total assets exceeding $5 million, (B) that was not formed for the purpose of investing in the trading program, (C) whose decision to invest in the trading program was directed by a QEP and (D) that has not used more than 10% of the market value of its assets to invest in the trading program and other commodity pools that are exempt under CFTC Rule 4.7. (If the entity does not meet these tests, it may still qualify as a QEP under (h) below.);

(b) A corporation, a partnership, or a Massachusetts or similar business trust, but which is not a commodity pool, that: (A) has total assets exceeding $5 million and (B) was not formed for the specific purpose of investing in the trading program;

(c) An insurance company (as defined in §2(1) of the Securities Act) acting for its own account or for the account of a QEP; an investment company registered under the ICA, or a business development company as defined therein which was not formed for the specific purpose of investing in the trading program; a bank (as defined in §3(a)(2) of the Securities Act) or savings and loan or other institution (as defined in §3(a)(5)(A) of the Securities Act) acting for its own account or that of a QEP; or an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5 million; or

(d) A governmental entity (including the U.S., any state, or a non-U.S. jurisdiction) or political subdivision thereof, or a multinational or supranational entity, or any instrumentality, agency or department of any of the foregoing, if authorized by law to invest in a commodity pool.

Investment Professionals

5. A CFTC-registered commodity pool operator or commodity trading advisor who: (i) has been registered and active as such for two years or (ii) in the case of a CPO operates pools with aggregate assets exceeding $5 million, or in the case of a CTA advises accounts with aggregate assets deposited with futures commission merchants exceeding $5 million.

6. A CFTC-registered futures commission merchant.

7. An SEC-registered broker or dealer.

Entities That Are Wholly-Owned by QEPs

8. An entity in which all the owners or participants are QEPs.

Non-United States Persons

9. An individual who is not a resident of the United States.

10. A corporation, partnership or other entity organized principally for passive investment (such as a commodity pool or investment company) (i) that was not formed for the principal purpose of enabling U.S. Persons to participate in the trading program or in other commodity pools exempt under CFTC Rule 4.7; and (ii) is 90% or more owned by Non-U.S. Persons and U.S. Persons that are QEPs.

D-2

11. A corporation, partnership or other entity, other than a passive investment entity as described immediately above, organized under the laws of, and with its principal place of business in, a non-U.S. jurisdiction.

12. A pension plan for the employees, officers or principals of an entity organized and with its principal place of business outside the U.S.

13. An estate or trust whose income is not subject to U.S. income tax, regardless of source.

D-3

APPENDIX E

EMPLOYEE BENEFIT PLANS.

A “Benefit Plan Investor” means, as defined in the Pension Protection Act of 2006 (“PPA 2006”), (i) any employee benefit plan subject to Part 4 of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) (regarding fiduciary responsibility), (ii) any plan to which Section 4975 of the Internal Revenue Code of 1986 (the “Code”) applies (including Individual Retirement Accounts, i.e. IRAs) and (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in such entity. For purposes of (iii) above, an entity’s underlying assets will include plan assets if immediately after the most recent acquisition or disposition of any equity interest in such entity, 25% or more of a class of such entity’s “equity interests” are owned by Benefit Plan Investors and such “equity interests” are not “publicly-offered securities” (as the terms “equity interests” and “publicly-offered securities” are used in Department of Labor (“DOL”) Regulation 29 CFR §2510.3-101 and as subsequently modified by PPA 2006); provided that an entity which is primarily engaged, directly or through a majority owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital shall not be considered a “Benefit Plan Investor.” “Benefit Plan Investors” include, by way of example and not of limitation, corporate pension and profit sharing plans, “simplified employee pension plans,” Keogh plans for self-employed individuals (including partners), individual retirement accounts, and certain bank commingled trust Clients, or insurance company separate accounts, for such plans and accounts. Notwithstanding anything herein to the contrary, whether an entity is a “Benefit Plan Investor” shall be determined under the rules set forth in DOL Regulation 29 CFR §2510.3-101, but only to the extent such regulations are not inconsistent with PPA 2006 and only until such time as the DOL issues new regulations consistent with PPA 2006, at which time, such superseding regulations shall control the determination of Benefit Plan Investor.

E-1

APPENDIX F

ADVISOR’S COMPENSATION EXAMPLE

January:
100,000,000	(i) Trading Level, beginning of January
1,540,000	(ii) Net Realized Profit (Loss)
(403,000)	(iii) Net Change in Unrealized Profit (Loss) 0+(403,000)
1,812	(iv) Interest Earned
(503,000)	(v) Brokerage Commissions and Transaction Expenses
100,635,812
0.1667%	Annual Management Fee ( 1/12 of 2%)
167,726	Management Fee, January due 20th Business Day After January Month End
1,540,000	(i) Net Realized Profit (Loss)
(403,000)	(ii) Net Change in Unrealized Profit (Loss) 0+(403,000)
1,812	(iii) Interest Earned
(167,726)	(iv) Management Fee, January
(503,000)	(v) Brokerage Commissions and Transaction Expenses
468,086	Net Trading Profits, January
February:
100,000,000	(i) Trading Level, beginning of February
3,480,000	(ii) Net Realized Profit (Loss)
809,000	(iii) Net Change in Unrealized Profit (Loss) 403,000+406,000
1,776	(iv) Interest Earned
(657,000)	(v) Brokerage Commissions and Transaction Expenses
103,633,776
0.1667%	Annual Management Fee ( 1/12 of 2%)
172,723	Management Fee, February due 20th Business Day After February Month End
3,480,000	(i) Net Realized Profit (Loss)
809,000	(ii) Net Change in Unrealized Profit (Loss) 403,000+406,000
1,776	(iii) Interest Earned
(172,723)	(iv) Management Fee, February
(657,000)	(v) Brokerage Commissions and Transaction Expenses
3,461,053	Net Trading Profits, February

F-1

March:
**Effective March 1, Trading Level reduced to $70 million
30,000,000	Decrease in Trading Level
100,000,000	Former Trading Level
30%	Percent of Reduction in Trading Level
3,929,139	Net Trading Profits (Losses), Quarter-to-date
1,178,742	Portion of Net Trading Profits that Incentive Fees become payable
25%	Incentive Fee Percent
294,685	Incentive Fee due to Trading Level Reduction, payable March 20th
70,000,000	(i) Trading Level, beginning of March
2,480,000	(ii) Net Realized Profit (Loss)
(340,000)	(iii) Net Change in Unrealized Profit (Loss) (406,000)+66,000
1,492	(iv) Interest Earned
(341,000)	(v) Brokerage Commissions and Transaction Expenses
71,800,492
0.1667%	Annual Management Fee ( 1/12 of 2%)
119,667	Management Fee, March due 20th Business Day After March Month End
2,480,000	(i) Net Realized Profit (Loss)
(340,000)	(ii) Net Change in Unrealized Profit (Loss) (406,000)+66,000
1,492	(iii) Interest Earned
(119,667)	(iv) Management Fee, March
(341,000)	(v) Brokerage Commissions and Transaction Expenses
1,680,825	Net Trading Profits, March
468,086	Net Trading Profits, January
3,461,053	Net Trading Profits, February
(1,178,742)	Less: Net Trading Profits attributable to Trading Level Reduction
1,680,825	Net Trading Profits, March
4,431,222	Net Trading Profits, Quarter 1
25%	Incentive Fee Percent
1,107,805	Incentive Fee, due 20th Business Day After March Month End
April:
70,000,000	(i) Trading Level, beginning of April
(3,506,000)	(ii) Net Realized Profit (Loss)
604,000	(iii) Net Change in Unrealized Profit (Loss) (66,000)+670,000
650	(iv) Interest Earned
(280,000)	(v) Brokerage Commissions and Transaction Expenses
66,818,650
0.1667%	Annual Management Fee ( 1/12 of 2%)
111,364	Management Fee, April due 20th Business Day After April Month End
(3,506,000)	(i) Net Realized Profit (Loss)
604,000	(ii) Net Change in Unrealized Profit (Loss) (66,000)+670,000
650	(iii) Interest Earned
(111,364)	(iv) Management Fee, April
(280,000)	(v) Brokerage Commissions and Transaction Expenses
(3,292,714)	Net Trading Profits (Losses), April

F-2

May:
70,000,000	(i) Trading Level, beginning of May
85,000	(ii) Net Realized Profit (Loss)
(605,000)	(iii) Net Change in Unrealized Profit (Loss) (670,000)+65,000
45	(iv) Interest Earned
(357,000)	(v) Brokerage Commissions and Transaction Expenses
69,123,045
0.1667%	Annual Management Fee ( 1/12 of 2%)
115,205	Management Fee, May due 20th Business Day After May Month End
85,000	(i) Net Realized Profit (Loss)
(605,000)	(ii) Net Change in Unrealized Profit (Loss) (670,000)+65,000
45	(iii) Interest Earned
(115,205)	(iv) Management Fee, May
(357,000)	(v) Brokerage Commissions and Transaction Expenses
(992,160)	Net Trading Profits (Losses), May
June:
**Effective June 1, Trading Level reduced to $40 million
30,000,000	Decrease in Trading Level
70,000,000	Former Trading Level
43%	Percent of Reduction in Trading Level
(4,284,874)	Net Trading Profits (Losses), Quarter-to-date
(1,836,375)	Reduction of Cumulative New Net Trading Losses
40,000,000	(i) Trading Level, beginning of June
419,000	(ii) Net Realized Profit (Loss)
65,000	(iii) Net Change in Unrealized Profit (Loss) (65,000)+130,000
—	(iv) Interest Earned
(261,000)	(v) Brokerage Commissions and Transaction Expenses
40,223,000
0.1667%	Annual Management Fee ( 1/12 of 2%)
67,038	Management Fee, June due 20th Business Day After June Month End
419,000	(i) Net Realized Profit (Loss)
65,000	(ii) Net Change in Unrealized Profit (Loss) (65,000)+130,000
—	(iii) Interest Earned
(67,038)	(iv) Management Fee, June
(261,000)	(v) Brokerage Commissions and Transaction Expenses
155,962	Net Trading Profits, June
(3,292,714)	Net Trading Profits (Losses), April
(992,160)	Net Trading Profits (Losses), May
1,836,375	Reduction of Cumulative Net Trading Losses attributable to Trading Level Reduction
155,962	Net Trading Profits, June
(2,292,538)	Net Trading Losses, Quarter 2 (will be carried forward to Quarter 3)

No incentive fee is due for Quarter 2 as Account does not have Net Trading Profits.

F-3

APPENDIX G

Permitted Counterparties

Crabel Capital Management, LLC

Broker List

as of 6/26/2009

FUTURES	CURRENCIES	EQUITIES
Barclays	Bank of America	Morgan Stanley
Newedge	Deutsche Bank	CSFB
Morgan Stanley	Dresdner	Edge
Credit Suisse	Goldman Sachs	Citigroup
Goldman Sachs	J.P. Morgan/Chase
JP Morgan	Morgan Stanley
EDF Man	Royal Bank of Scotland
HSBC	UBS Warburg
Kyte Trading	FX All
Sempra Metals	Hot Spot
UBS	Lava
Dresdner	Bloomberg
Standard Bank Group	EBS
Citigroup	Standard Charter
D.T. Trading	Citibank
Chicago Futures Group	Standard Bank Group
Delco	BNP Paribas
FIMAT	Newedge
Great Lakes Metals	ABN Amro
HGT Trading	AIG Trading
Hudson River Futures	Bank Julius Baer
ICAP United	Bank of Montreal
Integrity Energy	Barclays
J&J	Canadian Imperial Bank of Commerce
JDK Hughes	Credit Agricole Indosuez
Lawrence/Bonfitto	Credit Suisse
LTL	EDF Man
MC Trading	Fimat
Mercury Trading	HSBC
Mick Energies	Peregrine Financial Group
MK Brokerage	Prudential-Bache
Natural Futures	Royal Bank of Canada
Paragon	Societe Generale
Pell	State Street Bank and Trust Co.
Pico	Toronto-Dominion Securities
Precision Trading	Westpac
Prudential Proprietary Desk	Currenex
PVM
R.J. O’Brien
Rafferty Associates
Refco
Sabin Metals

G-1

FUTURES	CURRENCIES	EQUITIES
Skip Commodity Corp.
TFS
TradePipe Client Services Desk
Vantage
W.P. Trading
William J. O’Reilly Inc.

over 99% of our volume is through highlighted providers

G-2

EX-99.4

Exhibit 99.4

June 30, 2009

RE: World Monitor Trust III (the “Fund”)

Dear Investor,

We would like to advise you of a few changes regarding your investment with the Fund.

First, the Managing Owner has changed its name from “Preferred Investment Solutions Corp.” to “Kenmar Preferred Investments Corp.” The change was made to assimilate our products across business lines. There is no action required on your part as an investor.

Second, the Fund currently invests with three managers. As of July 1, 2009, the Fund will invest with an additional three managers, which brings the total number of managed account investments to six. The new managers are: GLC Limited (pursuant to its Directional and Behavioural Trend Programmes); Crabel Capital Management LLC (pursuant to its Two Plus Program (1.5x)); and Krom River Investment Management (Cayman) Limited (pursuant to its Commodity Diversified Program). The six managers will be equally weighted and rebalanced quarterly.

Adding three managers increases the diversification of the trading strategies in the Fund. We anticipate this added diversification should enhance the risk adjusted return and lower volatility of returns. Further, the Fund should maintain its tendency to be uncorrelated to traditional equity and fixed income indices.

GLC Limited

The GLC Directional and Behavioural Trend Programmes trade a diversified set of markets using a short-term systematic approach (models have 2-, 5-, and 20-day holding periods). The Programmes attempt to identify active market participants and then uses that information to identify the current market environment; i.e. is it trending or range-bound. Thereafter, the system applies a mixture of trending and mean-reverting to generate performance.

GLC was founded and began trading customer assets in 1992. GLC manages approximately $1.0 billion (including “notional equity”) in assets as of March 31, 2009, including approximately $483 million (including “notional equity”) in the programs selected for WMT-III.

Crabel Capital Management, LLC

Crabel Two Plus Program (1.5x) employs multiple, price-driven, systematic strategies that attempt participate in market trends. The average holding period is 5 days with a range of 2 to 55 days. Risk is controlled by dynamic sizing of new trades relative to market volatility, the use of stops and time exits. In addition, the Program’s diversification of markets serves to mitigate risk.

Crabel was founded in February 1987 and began trading customer assets in January 1992. Crabel manages approximately $1.3 billion (including “notional equity”) in assets as of March 31, 2009, including approximately $354 million (including “notional equity”) in the program selected for WMT-III.

Krom River Investment Management (Cayman) Limited

Krom’s Commodity Diversified Program is a discretionary global macro strategy that attempts to identify commodity price moves that are predicated on a shift in the supply/demand fundamentals. The strategy is unique in that it eschews granular statistical modeling and other types of quantitative analyses in favor of more qualitative interpretations of the current market condition. When a potential opportunity is identified, the advisor uses chart-based analyses to enhance entry and exits. Generally, the intent is to have a balanced book and trade ideas may be structured as directional, spread or volatility. Finally, a small allocation has been made to a computerized strategy that is intended to compliment the discretionary strategy. For both strategies, trading may occur throughout the global commodity arena including futures and options.

Krom was founded in March 2006 and began trading customer assets in July 2006. Krom manages approximately $550 million (including “notional equity”) in assets as of March 31, 2009, including approximately $507 million (including “notional equity”) in the program selected for WMT-III.

Finally, the updated Private Placement Memorandum will be available and distributed shortly.

We appreciate your continued support of World Monitor Trust III. If you have any questions, please do not hesitate to contact the Kenmar Preferred Investor Corp. services hotline at 914.307.4000.

Sincerely,

Jennifer Moros

Senior Vice President, Marketing and Client Services

Kenmar Preferred Investments Corp., Managing Owner of

World Monitor Trust III