World Monitor Trust Ii Series F Sample Contracts

WCM POOL LLC ORGANIZATION AGREEMENT dated as of November 20, 2006
Organization Agreement • March 2nd, 2009 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

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

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ADVISORY AGREEMENT
Advisory Agreement • March 2nd, 2009 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

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

SERVICES AGREEMENT
Services Agreement • March 20th, 2008 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • New York

This Services Agreement (this “Agreement”), dated as of May 23, 2007 (“Effective Date”), is entered into by and between SPECTRUM GLOBAL FUND ADMINISTRATION, L.L.C., a Delaware limited liability company (the “Company”), and WORLD MONITOR TRUST II – SERIES D (“Series D”), WORLD MONITOR TURST II – SERIES E (“Series E”) and WORLD MONITOR TRUST II – SERIES F (“Series F”), each of which are separate series of WORLD MONITOR TRUST II, a Delaware statutory trust (“WMT II” and, together with Series D, Series E and Series F, the “Client”), under the following circumstances:

Contract
World Monitor Trust Ii Series F • March 31st, 2005 • Commodity contracts brokers & dealers

Please be advised that as of 12:01a.m. Friday, October 1, all the issued and outstanding shares of the capital stock of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc., (together the “Prudential Managing Owners”) of the undersigned Trusts/Fund are owned by Preferred Investment Solutions Corp. f/k/a Kenmar Advisory Corp. (the managing owner and general partner thereto collectively, the “Kenmar Managing Owner”).

THIRD AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF WORLD MONITOR TRUST II Dated as of October 1, 2004 By and Among PREFERRED INVESTMENT SOLUTIONS CORP. (formerly known as Kenmar Advisory Corp.), WILMINGTON TRUST COMPANY and THE...
Trust Agreement • March 31st, 2005 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

This THIRD AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of WORLD MONITOR TRUST II (“Trust Agreement”) is made and entered into as of the 1st day of October, 2004, by and among PREFERRED INVESTMENT SOLUTIONS CORP., (formerly known as Kenmar Advisory Corp.), a Connecticut corporation (the “Managing Owner”), WILMINGTON TRUST COMPANY, a Delaware banking company, as trustee (the “Trustee”), and the INTERESTHOLDERS from time to time hereunder.

SERVICE AGREEMENT
Service Agreement • March 30th, 2004 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • New York

This service agreement (“Agreement”) is effective as of July 1, 2003 by and among the WORLD MONITOR TRUST—SERIES A, B AND C, WORLD MONITOR TRUST II—SERIES D, E, AND F, DIVERSIFIED FUTURES TRUST I, DIVERSIFIED FUTURES TRUST II and PRUDENTIAL SECURITIES STRATEGIC TRUST (each a “Trust” and collectively, the “Trusts”), PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC., as the managing owner of each of the Trusts (the “Managing Owner”) and WACHOVIA SECURITIES, LLC (the “Service Provider”).

EXHIBIT C
Representation Agreement • September 15th, 1999 • World Monitor Trust Ii Series F • Investors, nec • New York
Prudential Equity Group, LLC One New York Plaza, 15th Floor New York, New York 10292 March 30, 2004
World Monitor Trust Ii Series F • May 10th, 2004 • Commodity contracts brokers & dealers

Reference is hereby made to the Brokerage Agreement by and between World Monitor Trust II (the “Trust”) and Prudential Equity Group, LLC (f/k/a Prudential Securities Incorporated (“PEG”)), dated as of September 17, 1999 (the “Agreement”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 30th, 2007 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

THIS AGREEMENT dated as of November 3, 2004 by and between WMT Campbell Pool L.L.C. (the “Company”) and Preferred Investment Solutions Corp. (“Preferred”).

AMENDMENT NO. 1 TO ORGANIZATION AGREEMENT OF WCM POOL LLC
Organization Agreement • March 2nd, 2009 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

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

AMENDMENT NO. 1 TO OPERATING AGREEMENT OF WMT CAMPBELL POOL L.L.C.
Operating Agreement • March 30th, 2007 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

AMENDMENT NO. 1 (this “Amendment”) dated as of August 25, 2006 by and WORLD MONITOR TRUST SERIES A (“Series A”), WORLD MONITOR TRUST II SERIES F (“Series F”) and WORLD MONITOR TRUST II SERIES D (“Series D”) to the Organization Agreement of WMT Campbell Pool L.L.C. dated as of November 3, 2004 (the “Agreement”).

AMENDMENT NO. 2 TO SERVICES AGREEMENT
Services Agreement • March 2nd, 2009 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers

This AMENDMENT NO. 2 (the “Amendment”), dated as of February 28, 2009, to the Services Agreement (the “Original Agreement”) dated as of May 23, 2007, by and between SPECTRUM GLOBAL FUND ADMINISTRATION, L.L.C., a Delaware limited liability company (“Company”), on the one hand, and WORLD MONITOR TRUST II – SERIES D (“Series D”), WORLD MONITOR TRUST II – SERIES E (“Series E”) and WORLD MONITOR TRUST II – SERIES F (“Series F”), each of which are separate series of WORLD MONITOR TRUST II, a Delaware statutory trust (“WMT II” and, together with Series D, Series E and Series F, the “Client”), on the other hand, as amended by Amendment No. 1 to the Original Agreement dated January 1, 2009.

Contract
World Monitor Trust Ii Series F • March 31st, 2005 • Commodity contracts brokers & dealers

Please be advised that as of 12:01a.m. Friday, October 1, all the issued and outstanding shares of the capital stock of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc., (together the “Prudential Managing Owners”) of the undersigned Trusts/Fund are owned by Preferred Investment Solutions Corp. f/k/a Kenmar Advisory Corp. (the managing owner and general partner thereto collectively, the “Kenmar Managing Owner”).

PLAN AND AGREEMENT OF MERGER OF PREFERRED INVESTMENT SOLUTIONS CORP. (a Connecticut corporation) AND PREFERRED INVESTMENT SOLUTIONS CORP. (a Delaware corporation)
Plan and Agreement of Merger • January 3rd, 2006 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers

THIS PLAN AND AGREEMENT OF MERGER is made as of the 1st day of January, 2006, between PREFERRED INVESTMENT SOLUTIONS CORP., a Connecticut corporation (“PISC-CT”), and PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (“PISC-DE”) (collectively, the “Companies”).

Two American Lane Tel 203.861.1031 Greenwich, Connecticut Joseph J. Allessie Senior Vice President General Counsel
World Monitor Trust Ii Series F • March 31st, 2005 • Commodity contracts brokers & dealers
AMENDMENT NO. 2 TO ORGANIZATION AGREEMENT OF WCM POOL LLC
Organization Agreement • March 2nd, 2009 • World Monitor Trust Ii Series F • Commodity contracts brokers & dealers • Delaware

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

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