**Exhibit 10.17**

**ADVISORY AGREEMENT**

ADVISORY AGREEMENT (this“Agreement”), dated as of the 30th day of November, 2005, by and among **WMT III—SERIES H/J TRADINGVEHICLE LLC**, a Delaware statutory trust (the “Trading Vehicle”), **PREFERRED INVESTMENT SOLUTIONS CORP.,** a Connecticut corporation (the “Managing Owner”), and **BRIDGEWATER ASSOCIATES, INC.,** a Connecticutcorporation (the “Advisor”). 

**WITNESSETH:**

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

**WHEREAS**, Series H and Series J are the only members(“Members”) of the Trading Vehicle; and 

**WHEREAS**, the Managing Owner is the managing owner of World Monitor Trust III (the“Trust”), a Delaware statutory trust; and 

**WHEREAS,** the Managing Owner is authorized as managing owner of the Trust toutilize the services of one or more professional commodity trading advisors in connection with the Commodities trading activities of the various trading vehicles that will be owned by certain series of the Trust; and 

**WHEREAS,** the Trust proposes to make an initial public offering (the “Offering”) of units (the “Units”) of beneficial interestin the Trust (the “Interests”) issuable in 

multiple series of interests (each, a “Series”) through Kenmar Securities, Inc. (the “Selling Agent”), an affiliate of the ManagingOwner, and in connection therewith, the Trust intends to file with the U. S. Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended (the “1933 Act”), a registration statement on FormS-1 to register the beneficial interests (“Interests”), including the Series H Interests (Units relating to the Series H Interests are referred to herein as the “Series H Units”) and Series J Interest (Units relating to theSeries J Interests are referred to herein as the “Series J Units”), and as part thereof a prospectus (which registration statement, together with all amendments thereto, shall be referred to herein as the “Registration Statement”and which prospectus, in final form, shall be referred to herein as the “Prospectus”); and 

**WHEREAS,** the Trust willprepare and file applications for registration of the Interests under the securities or Blue Sky laws of such jurisdictions as the Managing Owner deems appropriate; and 

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

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

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

 

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**NOW, THEREFORE,** the parties agree as follows: 

1. **Duties of the Advisor**. 

(a)Appointment. The Trading Vehicle hereby appoints the Advisor, and the Advisor hereby accepts appointment, as its limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement theportion of the Trading Vehicle’s Net Asset Value (as described in the Prospectus) which is comprised of the assets attributable to the Trading Vehicle’s assets allocated to the Advisor (the “Trading Vehicle Allocated Assets”) onthe 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 andresponsibility for independently directing the investment and reinvestment in Commodities of the Trading Vehicle Allocated Assets for the term of this Agreement pursuant to the trading programs, methods, systems, and strategies described in ExhibitA hereto, which Trading Vehicle has selected to be utilized by the Advisor in trading the Trading Vehicle Allocated Assets (collectively referred to as the Advisor’s “Trading Approach”), subject to the trading limitations and policiesas set forth in the Prospectus and attached hereto as Exhibit B (the “Trading Limitations and Policies”), as the same may be modified from time to time and provided in writing to the Advisor. The portion of the Trading Vehicle AllocatedAssets 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 ofthe new allocation. 

 

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(b) Allocation of Responsibilities. The Trading Vehicle will have the responsibility for themanagement of any portion of the Trading Vehicle 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 Trading VehicleAllocated Assets in compliance with the Trading Limitations and Policies, and in accordance with the Advisor’s Trading Approach. In the event that the Trading Vehicle shall, in its sole discretion, determine in good faith following consultationappropriate under the circumstances with the Advisor that any trading instruction issued by the Advisor violates the Trading Limitations and Policies then the Trading Vehicle, following reasonable notice to the Advisor appropriate under thecircumstances, may override such trading instruction and shall be responsible therefor. Nothing herein shall be construed to prevent the Managing Owner from imposing any limitation(s) on the trading activities of the Trading Vehicle beyond thoseenumerated in the Prospectus if the Managing Owner determines that such limitation(s) are necessary or in the best interests of the Trust or the Trading Vehicle, in which case the Advisor will adhere to such limitations following writtennotification thereof. 

(c) Gains From Trading Approach. The Advisor agrees that at least 90% of the annual gross income and gain, ifany, generated by its Trading Approach for the Trading Vehicle Allocated Assets will be “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code (the “Code”) (it being understood that suchincome 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. LimitedOwners (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. 

 

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(d) Modification of Trading Approach. In the event the Advisor requests to use, or the TradingVehicle 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 Trading Vehicle(including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy to the then agreed upon Trading Approach or a modification in the leverage employed), either in whole or in part, the Advisor maynot do so and/or shall not be required to do so, as appropriate, unless both the Trading Vehicle and the Advisor consent thereto in writing. 

(e) Notification of Material Changes. The Advisor also agrees to give the Trading Vehicle prior written notice of any proposed material change in its Trading Approach and agrees not to make any material change in such TradingApproach (as applied to the Trading Vehicle) over the objection of the Trading Vehicle, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as applied to the Trading Vehicle) without priorwritten 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) onorganized 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 exchangesor (iii) in the interbank foreign currency market) to or from the Advisor’s Trading Approach shall not be deemed a material change in the Advisor’s Trading Approach, and prior approval of the Trading Vehicle shall not be requiredtherefor. The utilization of forward markets in addition to those enumerated in Exhibit D hereto would be deemed a material change to the Advisor’s Trading Approach and prior approval shall be required therefor. 

 

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Subject to adequate assurances of confidentiality, the Advisor agrees that it will discuss with theTrading Vehicle upon request any alternate trading strategy that the Advisor believes would be beneficial to the Trading Vehicle, *provided* that nothing contained in this Agreement shall require the Advisor to disclose what it deems to beproprietary or confidential information. 

(f) Request for Information. The Advisor agrees to reasonably consider requests forinformation from the Trading Vehicle concerning the Advisor (other than the identity of its customers or proprietary or confidential information concerning the Advisor), subject to receipt of adequate assurances of confidentiality by the TradingVehicle, including, but not limited to, information regarding any change in control and key personnel and Trading Approach which the Trading Vehicle reasonably deems to be material to the Trading Vehicle; the Advisor also shall notify the TradingVehicle of any such matters the Advisor, in its reasonable judgment, believes may be material to the Trading Vehicle relating to the Advisor. During the term of this Agreement: (i) the Advisor agrees to provide the Trading Vehicle with updatedmonthly capsule performance information related to the Advisor’s performance results for the program that the Advisor trades for the Trading Vehicle within a reasonable period of time after the end of the quarter to which it relates; and(ii) the Advisor agrees to provide the Trading Vehicle with updated monthly capsule performance information related to the Advisor’s performance results as to other programs traded by the Advisor, as included in the Advisor’sDisclosure Document, within a reasonable period of time after the quarter which it relates. 

(g) Notice of Errors. The Advisor isresponsible 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 connectionwith a trade or that a trade was made other than in accordance with the Advisor’s instructions, the Advisor shall promptly notify the Trading Vehicle of this fact and shall utilize its reasonable efforts to cause the error or discrepancy to becorrected. 

 

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

Notwithstanding anything to the contrary, nothing in this Advisory Agreement shall in any way constitute a waiver or limitation of anyrights that the Trading Vehicle may have under applicable state or federal securities laws. 

(i) Initial Allocation. Initially, theTrading Vehicle Allocated Assets will total an amount equal to the assets of the Trust allocable to the Trading Vehicle, including all cash and cash equivalents held by the Trust in respect of the Trading Vehicle reduced by all liabilities of theTrust incurred specifically in respect of the Trading Vehicle and further reduced by a pro-rata share of the total liabilities of the Trust which are not otherwise specifically allocable to another trading vehicle, at the conclusion of theTrust’s Initial Offering Period (as described in the Prospectus). 

 

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(j) Additional Allocations and Reallocations. Subject to Section 10 below, the TradingVehicle may, on a monthly basis during the Trust’s Continuous Offering Period, as described in the Prospectus, (i) allocate additional assets to the Advisor, (ii) reallocate the Trading Vehicle Allocated Assets away from the Advisorto 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 Trading Vehicle Allocated Assets to an Other Advisor.

(k) Delivery of Disclosure Document. The Advisor agrees to provide to the Managing Owner with any amendment or supplement to theDisclosure Document attached hereto as Exhibit D (an “Update”) upon request. 

2. **Indemnification**. 

(a) The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor, each shareholder, director, officer and employee ofthe Advisor, and each person who controls the Advisor, shall be indemnified, defended and held harmless by the Trading Vehicle, from and against any and all losses, judgments, liabilities, expenses (including, without limitation, reasonableattorneys’ fees) 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 anyof its directors, officers, shareholders or employees relating to its management of the Trading Vehicle Allocated Assets and/or (ii) as a result of a material breach of this Agreement by the Trading Vehicle or the Managing Owner,*provided* that (i) such Losses were not the result of negligence, misconduct or a material breach of this Agreement on the part of the Advisor, any of its shareholders, directors, officers or employees or any person controlling theAdvisor, (ii) the Advisor, and its shareholders, directors, officers, employees, and each person controlling the Advisor, acted or omitted to act in good faith and in a manner reasonably believed by such person to be in, or not 

 

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opposed to, the best interests of the Trading Vehicle and its Members and (iii) any such indemnification will only be recoverable from the TradingVehicle Allocated Assets and not from any other assets of Series H, Series J or any other Series of the Trust, and *provided further*, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if theTrading Vehicle does not approve the amount of the settlement (such approval not to be withheld unreasonably). Notwithstanding the foregoing, the Trading Vehicle shall at all times have the right to offer to settle any matter with the approval ofthe Advisor (which approval shall not be withheld unreasonably), and if the Trading Vehicle successfully negotiates a settlement and tenders payment therefor to the party claiming indemnification (the “Indemnitee”), the Indemnitee musteither use its reasonable efforts to dispose of the matter in accordance with the terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liabilityof the Trading Vehicle to the Indemnitee shall be the amount of said proposed settlement. Any indemnification by the Trading Vehicle under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by theTrading Vehicle. 

(b) Default Judgments and Confessions of Judgment. None of the foregoing provisions for indemnification shall beapplicable with respect to default judgments of which Indemnitee has actual and timely notice or confessions of judgment entered into by the Indemnitee, with its knowledge, without the prior consent of the Trading Vehicle. 

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

 

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(d) Expenses. Expenses incurred in defending a threatened or pending civil, administrative orcriminal action, suit or proceeding against an Indemnitee shall be paid by the Trading Vehicle from the Trading Vehicle Allocated Assets in advance of the final disposition of such action, suit or proceeding if (i) the legal action, suit orproceeding, if sustained, would entitle the Indemnitee to indemnification pursuant to the terms of this Section 2, (ii) the Advisor undertakes to repay the advanced funds to the Trading Vehicle Allocated Assets in cases in which theIndemnitee is not entitled to indemnification pursuant to this Section 2. 

3. **Limits on Claims.**

(a) Prohibited Acts. The Advisor agrees that it will not take any of the following actions against the Trust: (i) seek a decree or order by acourt 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 anyother 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 orliquidation of any of its affairs, (ii) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntary petition for bankruptcy (collectively, “Bankruptcy orInsolvency Action”). 

(b) Limited Assets Available. In addition, the Advisor agrees that for any obligations due and owing toit by the Trading Vehicle, the Advisor will look solely and exclusively to the Trading Vehicle Allocated Assets to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust, the Trading Vehicleor any 

 

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Member whether there is a Bankruptcy or Insolvency Action taken or otherwise. The parties agree that this provision will survive the termination of thisAgreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. 

(c) No Limited Owner Liability. This Agreement hasbeen made and executed by and on behalf of the Trading Vehicle for the benefit of the Trading Vehicle and the obligations of the Trading Vehicle set forth herein are not binding upon the Members nor any of the owners of any Series (“LimitedOwners”) individually but are binding only upon the assets and property identified above, and no resort shall be had to the assets of any other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of anyobligation or claim hereunder. 

**4. Obligations of the Trading Vehicle, the Managing Owner and the Advisor.**

(a) The Registration Statement and Prospectus. Each of the Trading Vehicle and the Managing Owner agrees to cooperate and use its good faith andreasonable efforts in connection with (i) the preparation by the Trading Vehicle of the Registration Statement and the Prospectus (and any amendments or supplements thereto), (ii) the filing of the Registration Statement and the Prospectus(and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Owner deems appropriate for the registration and sale of the Interests and the taking of such other actions not inconsistent with thisAgreement 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) causing the Registration Statement (and any amendment thereto) to becomeeffective under the 1933 Act and the Blue Sky securities laws of such jurisdictions as the Managing Owner may deem appropriate. 

TheAdvisor agrees to make all reasonable and necessary disclosures regarding itself, its officers and principals, trading performance (not including any principal accounts, 

 

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except as otherwise required to be disclosed by the Trading Vehicle pursuant to applicable law or regulation or pursuant to request by any regulatoryauthority), 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 the Managing Owner, to be made in theRegistration Statement and Prospectus and in applications to any such jurisdictions. 

Except as required by applicable law or regulation,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, which consent shall not be unreasonably withheld or delayed; provided that distribution ofperformance information relating to the Trading Vehicle account shall not require consent of the Advisor. 

(b) Advisor Not APromoter. 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 the Trading Vehicle, and it is not intended by the parties that the Advisorshall have any liability as such. 

(c) Filings. The Advisor acknowledges that the Trust may at any time determine not to file theRegistration Statement with the SEC or withdraw the Registration Statement from the SEC or any other governmental or self-regulatory authority with which it is filed or otherwise terminate the Registration Statement or the offering of Interests.Upon any such withdrawal or termination, or if the “minimum” (i) aggregate number of Units or (ii) Series H Units or Series J Units required to be sold pursuant to the Prospectus is not sold, this Agreement shall terminate and,except for the payment of expenses as set forth in subparagraph 4(b) above and in paragraph 2, neither the Managing Owner nor the Trading Vehicle shall have any obligations to the Advisor with respect to this Agreement nor shall the Advisor have anyobligations to the Managing or the Trading Vehicle with respect to this Agreement. 

 

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(d) Representation Agreement. On or prior to commencement of the offering of Interests pursuant tothe Prospectus, the parties agree to execute a Representation Agreement relating to the offering of the Series H Interests and Series J Interests (the “Representation Agreement”) 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 the Trading Vehicle, the Managing Owner and its affiliates and each othercommodity trading advisor that may in the future provide commodity trading advisory services to the Trading Vehicle and the Managing Owner and its affiliates and shall, unless otherwise expressly authorized, have no authority to act for or torepresent the Trading Vehicle, the Managing Owner and its affiliates, any other commodity trading advisor or the Selling Agent in any way or otherwise be deemed to be a general agent, joint venturer or partner of the Trading Vehicle, the ManagingOwner and its affiliates or any other commodity trading advisor or in any way be responsible for the acts or omissions of the Trading Vehicle, the Managing Owner and its affiliates or any other commodity trading advisor as long as it is actingindependently 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. The Trading Vehicle and the Managing Owner acknowledge that the TradingApproach of the Advisor is the confidential property of the Advisor. Nothing in this Agreement shall require the Advisor to disclose the confidential or proprietary details of its Trading Approach. The Trading Vehicle and the Managing Owner 

 

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

**6. Commodity Broker.**

The Managing Owner consents and agrees that, to the extent permitted by applicable law, the Adviser may (but is not required to) aggregate Commodity saleand purchase orders for the Trading Vehicle with similar orders being made contemporaneously for other accounts managed by the Adviser or with proprietary accounts of the Adviser and its affiliates if, in the Adviser’s reasonable judgment, suchaggregation is reasonably likely to result in an overall economic benefit to the Trading Vehicle, based on an evaluation that the Trading Vehicle is benefited by relatively better purchase or sale prices, lower commission expenses or beneficialtiming of transactions, or a combination of these and other factors. In many instances, the purchase or sale of Commodities for the Trading Vehicle shall be effected substantially simultaneously with the purchase or sale of like investments for theaccounts of other clients of the Adviser, as well as proprietary accounts of the Adviser and its affiliates. 

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

 

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shall not be responsible for determining that any such broker or counterparty used in connection with any Commodities transactions meets the financialrequirements or standards imposed by the Trading Vehicle Trading Policies and Limitations. At the present time, it is contemplated that the Trading Vehicle will execute and clear all Commodities trades through UBS Securities LLC or its affiliates.The Advisor may, however, with the consent of the Trading Vehicle, 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 Trading Vehicle agree if suchfirm(s) agree to “give up” all such transactions to UBS Securities LLC for clearance. To the extent that the Trading Vehicle determines to utilize a broker or counterparty other than UBS Securities LLC or its affiliates, the TradingVehicle will consult with the Advisor prior to directing it to utilize such broker or counterparty and will not retain the services of such firm over the reasonable objection of the Advisor. To the extent that the Trading Vehicle does not agree tothe use of futures give-ups, the floor brokers, or foreign exchange counterparties selected by the Advisor, the Trading Vehicle may be disadvantaged because the Advisor will execute all block trades first. The Advisor will have no liability for theresults of implementing such procedure. 

**7. Fees.**

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

(a) A Management Fee equal to  1/12% of 3% (0.25%) of the Trading Vehicle Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 3%). For purposes of determiningthe Management Fee, any distributions, redemptions, or reallocation of the Trading Vehicle Allocated Assets made as of the last day of a month shall 

 

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be added back to the Trading Vehicle 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 described in the Trust’s Declaration Of Trust And Trust Agreement). The Management Feedetermined for any month in which an Advisor manages the Trading Vehicle 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 Trading Vehicle AllocatedAssets 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 reasonsother than distributions or redemptions. 

(b) An Incentive Fee of twenty per cent (20%) (the “Incentive Fee”) of “NewHigh Net Trading Profits” (as hereinafter defined) generated on the Trading Vehicle 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 (or, with respect to the first Incentive Measurement Date, since commencement ofoperations of the Trading Vehicle) (each an “Incentive Measurement Period”). 

New High Net Trading Profits for any IncentiveMeasurement Period will be the net profits, if any, from trading the Trading Vehicle Allocated Assets during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) onopen positions), and will be calculated after the determination of (reduction for) (x) the fees charged to the Trading Vehicle for brokerage commissions (including the related 

 

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exchange fees, clearing fees, pit brokerage fees, give-up fees, and NFA fees) and (y) the Advisor’s Management Fee, but before deduction of anyIncentive Fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the Trading Vehicle Allocated Assets. New High Net Trading Profits will be generated only to the extent thatthe 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 priorquarters 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 ordistribution 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 MeasurementDate. New High Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to the Trading Vehicle in an Incentive Measurement Period, distributions or redemptions paid or payable by the Trading Vehicle during anIncentive 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 areallocated away from the Advisor through redemptions, distributions or allocations caused by the Trading Vehicle), any loss carryforward attributable to the Advisor shall be reduced in the same proportion that the value of the assets allocated awayfrom the Advisor comprises of the value of the Trading Vehicle 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 notreduce cumulative New High Net Trading Profits in subsequent periods. 

 

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(c) Timing of Payment. Management Fees and Incentive Fees shall be paid generally within 15business 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 calendarquarter during which the Trading Advisor managed the Trading Vehicle Allocated Assets for at least 45 days. If an Incentive Fee shall have been paid by the Trading Vehicle to the Advisor in respect of any calendar quarter and the Advisor shall incursubsequent losses on the Trading Vehicle Allocated Assets, the Advisor shall nevertheless be entitled to retain amounts previously paid to it in respect of New High Net Trading Profits. 

(d) Fee Data. The Trading Vehicle will provide the Advisor with the data used by the Trading Vehicle to compute the foregoing fees generallywithin 15 business days of the end of the relevant period. 

(e) Third Party Payments. Neither the Advisor nor any of its officers,directors, employees or stockholders shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which the Trading Vehicle carries an account for transactions executed in the Trading Vehicle’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 Trading Vehicle, which payment shall notviolate the preceding sentence. 

**8. Term and Termination.**

(a) Term. This Agreement shall commence on the date hereof and, unless sooner terminated pursuant to paragraph (b), (c), or (d) of thisSection 8, shall continue in effect until the close of business on the last day of the month ending twelve full months following the commencement of the Trading Vehicle’s trading activities. Thereafter, unless this Agreement is 

 

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terminated pursuant to paragraphs (b), (c), or (d) of this Section 8, this Agreement shall be renewed automatically on the same terms andconditions set forth herein for successive additional one-year terms, each of which shall commence on the first day of the month subsequent to the conclusion of the preceding term. Subject to Section 8(d) hereof, the automatic renewal(s) setforth in the preceding sentence hereof shall not be affected by (i) any allocation of the Trading Vehicle Allocated Assets away from the Advisor pursuant to this Agreement or (ii) the retention of Other Advisors following a reallocation orotherwise. 

(b) Automatic Termination. This Agreement shall terminate automatically in the event that the Trading Vehicle isterminated or the Trust is terminated. In addition, this Agreement shall terminate automatically in the event that the Net Asset Value of the Trading Vehicle Allocated Assets decline as of the end of any business day by at least 40% from the NetAsset Value of the Trading Vehicle Allocated Assets (i) as of the beginning of the first day of this Agreement or (ii) as of the beginning of the first day of any calendar year, as adjusted on an ongoing basis by (A) any decline(s) inthe Trading Vehicle Allocated Assets caused by distributions, redemptions, reallocations and withdrawals, and (B) additions to the Trading Vehicle Allocated Assets caused by additional allocations. 

(c) Optional Termination Right of the Trading Vehicle. This Agreement may be terminated at any time at the election of the Trading Vehicle in itssole discretion upon at least 30 days’ prior written notice to the Advisor. This Agreement also may be terminated at the election of the Trading Vehicle upon prior written notice to the Advisor in the event that: (i) the Trading Vehicledetermines in good faith that the Advisor is unable to use its agreed upon Trading Approach to any material extent, as such Trading Approach may be refined or modified in the future in accordance with the terms of this Agreement for the benefit ofthe Trading Vehicle; (ii) the Advisor’s registration as a commodity trading advisor under the CE Act or 

 

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membership as a commodity trading advisor with the NFA is revoked, suspended, terminated or not renewed; (iii) the Trading Vehicle determines in goodfaith 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 Trading Vehicle’s Trading Limitations and Policies or (B) the Advisor’sTrading Approach; (iv) there is an unauthorized assignment of this Agreement by the Advisor; (v) the Advisor dissolves, merges or consolidates with another entity, sells or transfers a substantial portion of its assets or its businessgoodwill, or sells or transfers any portion of its Trading Approach utilized with respect to the Trading Vehicle, in each instance without the consent of the Trading Vehicle; (vi) Raymond T. Dalio is not in control of the Advisor’s tradingactivities for the Trading Vehicle; (vii) the Advisor becomes bankrupt (admitted or decreed) or insolvent; (viii) for any other reason if the Trading Vehicle determines in good faith that such termination is essential for the protection ofthe Trading Vehicle or any Member, including, without limitation, a good faith determination by the Trading Vehicle that the Advisor has breached a material obligation to the Trading Vehicle under this Agreement relating to the trading of theTrading Vehicle Allocated Assets. 

(d) Optional Termination Right of Advisor. The Advisor shall have the right to terminate thisAgreement at any time upon written notice to the Trading Vehicle, in the event: (i) of the receipt by the Advisor of an opinion of independent counsel satisfactory to the Advisor and the Trading Vehicle that by reason of the Advisor’sactivities with respect to the Trading Vehicle 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 pooloperator under the CE Act or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Trading Vehicle (A) imposes additional trading limitation(s) pursuant to Section 1 of thisAgreement which the Advisor does 

 

20 

not agree to follow in its management of the Trading Vehicle Allocated Assets or (B) overrides trading instructions of the Advisor; (iv) the amountof the Trading Vehicle Allocated Assets decreases to less than $10 million as the result of redemptions, distributions, reallocations of Trading Vehicle Allocated Assets, or deleveraging initiated by the Trading Vehicle but not trading losses, as ofthe close of business on any Friday; (v) the Trading Vehicle elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different Trading Approach in the Advisor’s management of Trading Vehicle assets from that whichthe 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 Trading Vehicle; (vii) there is a material breach of thisAgreement by the Trading Vehicle or the Managing Owner and after giving written notice to the Trading Vehicle or the Managing Owner (as the case may be) which identifies such breach, such material breach has not been cured within ten days followingreceipt of such notice by the Trading Vehicle or the Managing Owner (as the case may be); (viii) the Advisor provides the Trading Vehicle with written notice, at least 60 days’ prior to the end of the then current term (other than withrespect to any such notice delivered prior to the end of the initial term, for which there shall be at least 90 days’ notice), 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 Trading Vehicle 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 the Trading Vehicle allocates the Trading Vehicle’s assets toOther Advisors, the Advisor shall be entitled to, and the Trading Vehicle 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 portionof the month 

 

21 

for which the Advisor had the Trading Vehicle Allocated Assets under management, and (ii) with respect to the Incentive Fee, if any, as if the effectivedate of termination was the last day of the then current calendar quarter. The rights of the Advisor to fees earned through the earlier to occur of the date of expiration or termination shall survive this Agreement until satisfied. 

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

9. **Liquidation of Positions.**

The Advisor agrees to liquidate open positions in the amount that the Trading Vehicle informs the Advisor, in writing via facsimile or other equivalentmeans, that the Trading Vehicle 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, distributionor Trading Vehicle expense. The Trading Vehicle shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. The Trading Vehicle shall provide the Advisorwith such reasonable prior notice of such liquidation as is practicable under the circumstances and will endeavor to provide at least two days prior notice. 

10. **Other Accounts of the Advisor.**

(a) Management of Other Accounts and Trading ofProprietary 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 ownaccount, 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 the Trading Vehicle, so long as inthe Advisor’s reasonable 

 

22 

judgment the aggregate amount of capital being managed or traded by the Adviser does not (i) materially impair the Advisor’s ability to carry outits obligations and duties to the Trading Vehicle pursuant to this Agreement or (ii) create a reasonable likelihood of the Advisor having to modify materially its agreed upon Trading Approach being used for the Trading Vehicle in a manner whichmight reasonably be expected to have a material adverse effect on the Trading Vehicle. The aggregate amount of capital referred to in the preceding sentence hereinafter shall be called “Advisor’s Capacity”. The Advisor shall not berequired to accept capital from the Trading Vehicle in an amount which exceeds $135 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) Equitable Treatment of Accounts. The Advisor agrees, in its management of accounts other than the account of the TradingVehicle, that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates (in whole or in part) over the Trading Vehicle. The preceding sentence shall not be interpreted topreclude (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 theprocedures 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 interestaccount over the Trading Vehicle’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 differentfrom 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 

 

23 

amount of equity in such account. The Advisor, upon reasonable request and receipt of adequate assurances of confidentiality, shall provide the TradingVehicle with an explanation of the material differences, if any, in performance between the Trading Vehicle and any other similar account pursuant to the same Trading Approach for which the Advisor or any of its principals or affiliates acts as acommodity 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. 

The Managing Owner recognizes, on behalf of itself and the Trading Vehicle, that investment performance results will vary between accounts for a varietyof reasons, including, but not limited to, the following: (i) the period during which accounts are active; (ii) the trading approach — used although all accounts may be traded in accordance with the same trading approach, suchapproach can and does change periodically as a result of an ongoing program of research and development by the Currency Overlay Manager; (iii) the size of accounts — which influences the trading activity of the account;(iv) investor’s goals and policies by which accounts are traded — some accounts are more highly leveraged at the investors’ request producing commensurately larger gains or losses than other accounts; (v) the rates ofbrokerage commissions paid by accounts and when such commissions are charged to accounts; (vi) the amount of interest income, if earned by accounts, which will depend on the portion of the account’s assets invested in interest bearingobiligations such as United States Treasury Bills; (vii) the rate of management and/or incentive fees and amount of administrative cost paid by accounts — some pay management and incentive fees, some pay management or incentive fees only,and some pay no fees at all; (viii) the timing of orders to open or close positions; (ix) the market conditions in which accounts are traded, which in part determines the quality of trade executions; (x) different inflows or outflowsof equity; and (xi) client restrictions on permitted executing brokers, dealers or counterparties. 

 

24 

(c) Inspection of Records. Upon the reasonable request of and upon reasonable notice from theTrading Vehicle or the Managing Owner from time to time, the Advisor shall permit each of the Trading Vehicle or the Managing Owner or its representatives (which representatives shall be subject to the prior approval of the Advisor, such approvalnot to be unreasonably withheld or delayed) to review at the Advisor’s offices during normal business hours such trading records pertaining to the account of the Trading Vehicle, or pertaining to the Advisor’s covenants or obligations withrespect to this Agreement. The Advisor may, in its discretion, withhold from any such report or inspection information that the Advisor deems to be confidential or proprietary and the Trading Vehicle and the Managing Owner and/or suchrepresentatives 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 doesnot permit access to computer programs, records, or other information used in determining trading decisions. 

11. **SpeculativePosition Limits.**

If, at any time during the term of this Agreement, it appears to the Advisor that it may be required to aggregatethe Trading Vehicle’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, theAdvisor promptly will notify the Trading Vehicle if the Trading Vehicle’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 tradingrecommendations pursuant to its agreed upon Trading Approach are altered because of the potential application of speculative position limits, the Advisor will 

 

25 

modify its trading instructions to the Trading Vehicle and its other accounts in a good faith effort to achieve an equitable treatment of all accounts; towit, the Advisor will liquidate Commodities positions and/or limit the taking of new positions in all accounts it manages, including the Trading Vehicle, as nearly as possible in proportion to the assets available for trading of the respectiveaccounts (including “notional” equity) to the extent necessary to comply with applicable speculative position limits. The Advisor presently believes that its Trading Approach for the management of the Trading Vehicle’s account,assuming that the allocation is not more than $135 million, can be implemented for the benefit of the Trading Vehicle notwithstanding the possibility that, from time to time, speculative position limits may become applicable. 

12. **Redemptions, Distributions, Reallocations and Additional Allocations.**

(a) Notice. The Trading Vehicle agrees to give the Advisor at least two business days prior notice of any proposed redemptions, exchanges,distributions, reallocations, additional allocations or withdrawals affecting the Trading Vehicle Allocated Assets. 

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

13. **Brokerage Confirmations and Reports.**

The Trading Vehicle will instruct the TradingVehicle’s brokers and counterparties to furnish the Advisor with copies of all trade confirmations, daily equity runs and monthly trading statements relating to the Trading Vehicle Allocated Assets. The Advisor will maintain records and willmonitor all open positions relating thereto; *provided*, *however*, that the Advisor shall not be responsible for any errors by the Trading Vehicle’s brokers or counterparties. The Managing Owner also will furnish the Advisor with acopy 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 SEC, the CFTC and the NFA. The Advisor shall, 

 

26 

at the Trading Vehicle’s request, make a good faith effort to provide the Trading Vehicle with copies of all trade confirmations, daily equity runs,monthly trading reports or other reports sent to the Advisor by the Trading Vehicle’s commodity broker regarding the Trading Vehicle and in the Advisor’s possession or control as the Trading Vehicle deems appropriate if the Trading Vehiclecannot obtain such copies on its own behalf. Upon request, the Trading Vehicle will provide the Advisor with accurate information with respect to the Trading Vehicle 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 thisAgreement and to provide the services required of it hereunder; 

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

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

(d) a copy of its most recent Commodity Trading Advisor Disclosure Document as required by Part 4 of the CFTC’s regulations has been provided to theTrading Vehicle in the form of Exhibit D hereto (and the Trading Vehicle acknowledges receipt of such 

 

27 

Disclosure Document) and, except as disclosed in such Disclosure Document, all information in such Disclosure Document (including, but not limited to,background, performance, trading methods and trading systems) is true, complete and accurate in all material respects and is in conformity in all material respects with the provisions of the CE Act, including the rules and regulations thereunder, aswell as all rules and regulations of the National Futures Association; 

(e) assuming that the Trading Vehicle Allocated Assets equal notmore than $135 million as of the commencement of trading, the amount of such assets should not, in the reasonable judgment of the Advisor, result in the Advisor being required to manage funds in an amount which will exceed the Advisor’sCapacity; and 

(f) except as may be required by any regulatory authority, 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 otherinformation 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 theAdvisor 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 wouldmake or tend to make any of the foregoing not true in any material respect with respect to the Advisor, the Advisor promptly will notify the Trading Vehicle in writing thereof. 

 

28 

15. **The Managing Owner’s and the Trading Vehicle’s Representations andWarranties.**

Each of the Managing Owner and the Trading Vehicle represents and warrants only as to itself (and, further, providedthat only the Managing Owner is making the representations and warranties in Section 13(c) and Section 13(e)(ii), and only the Trading Vehicle is making the representations and warranties in Section 13(e)(i) and Section 13(f))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 orregulation 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 governmentalor 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 renewsuch registration and membership during the term of this Agreement; 

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

(e) on the date hereof, itis, and during the term of this Agreement, it will be (i) in the case of the Trading Vehicle, a duly formed and validly existing Delaware limited liability company, in good standing under the laws of the State of Delaware, and in good 

 

29 

standing and qualified to do business in each jurisdiction in which the nature and conduct of its business requires such qualification and where the failureto 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 good standing under the laws of theState of Connecticut 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 itsability to perform its obligations under this Agreement; and 

(f) it consents to its account being treated by the Adviser as an exemptaccount under Commodity Futures Trading Commission rule 4.7. 

The within representations and warranties shall be continuing during the termof 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, the Trading Vehicle in the case of its representations and warranties, and the Managing Owner in thecase 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 theAdvisor 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 noother 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. 

 

30 

****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 writtenconsent 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 waiverthereof, 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 bevalid only in the specific instance in which given. 

****19.**Notices.**

Any notices, direction, instruction, acknowledgment, or other communication required or contemplated by this Agreement shall be confirmed in writingeither by facsimile, email or courier service and shall be deemed given and effective only when acknowledged by the intended recipient, such acknowledgement not to be unreasonably delayed or withheld. Notices shall be addressed as follows:

 

31 

If to the Managing Owner or the Trading Vehicle: 

Preferred Investment Solutions Corp. 

51Weaver Street 

Building One South, 2nd Floor 

Greenwich, Connecticut 06831 

Attention: General Counsel 

Facsimile:(203) 861-1095 

with a copy to: 

Sidley Austin Brown & Wood LLP

787 Seventh Avenue 

New York, New York 10019 

Attention: MichaelJ. Schmidtberger, Esq. 

Facsimile: (212) 839-5599 

If to the Advisor: 

Bridgewater Associates, Inc. 

1 Glendinning Place 

Westport, Connecticut06880 

Attention: Peter R La Tronica 

Facsimile: (203) 291-7300 

with a copy to: 

Bridgewater Associates, Inc. 

1 Glendinning Place 

Westport, Connecticut 06880 

Attention: LegalDepartment 

Facsimile: (203) 291-7300 

**or to such other address as the party entitled to notice shall hereafter designate by written notice to the other parties.**

****20.**Governing Law.**

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

 

32 

****21.**Survival.**

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

****22.**Promotional Literature.**

Each party agrees that prior to using any promotional literature in which reference to the other parties hereto is made, it shall furnish in advance a copy of such information to the other parties and will not makeuse 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 andon behalf of the Trading Vehicle, and the obligations of the Trading Vehicle and/or the Managing Owner set forth herein are not binding upon any of the Members or Limited Owners individually, but rather, are binding only upon the assets and propertyof the Trading Vehicle and, to the extent provided herein, upon the assets and property of the Managing Owner. 

****24.**Headings.**

Headings to sections herein are for the convenience of the parties only and are not intended to be or to affect themeaning 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 tothe matters referred to herein, and no other agreement, verbal or otherwise, shall be binding upon the parties hereto except as may be set forth in writing and executed by the parties hereto. 

 

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****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, shallconstitute 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 ofNew York pursuant to the rules of the NFA or, if the NFA should refuse to accept the matter, the American Arbitration Association. 

****28.**Anti-Money Laundering.**

The Trading Vehicle acknowledges that the Advisor represents that the Advisor issubject to United States of America and/or European Union anti-money laundering regulations. As applicable, the Trading Vehicle will use correspondent selling agents that, in the Trading Vehicle’s reasonable belief, have appropriate proceduresin place to comply with any anti-money laundering laws that apply regarding an investor’s subscription for Series H Interests and Series J Interests. The Trading Vehicle agrees to provide such information as may be reasonably requested by theAdvisor in order to comply with a request from any applicable regulatory authority. 

The Trading Vehicle confirms that, to the best of theTrading Vehicle’s knowledge and belief, the Trading Vehicle’s investment moneys are not, in whole or in part, the proceeds of drug trafficking or other such criminal activity, nor do they represent, in whole or in part, directly orindirectly, such proceeds. 

 

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****29.**ADV**

The Trading Vehicle received Part II of the Form ADV of the Advisor at least 48 hours prior to the date of this Agreement. 

 

35 

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OFQUALIFIED 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 UPONTHE 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. 

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

 
**WMT III SERIES H/J TRADING VEHICLE LLC**
By:
 **WORLD MONITOR TRUST III- SERIES H**
Its:
 Member By: **PREFERRED INVESTMENT SOLUTIONS CORP.****,** its sole Managing Owner By: 
/s/ Esther E. Goodman
 Name: Esther E. Goodman Title: 
Chief Operating Officer and

SeniorExecutive Vice President
By: **WORLD MONITOR TRUST III- SERIES J**Its: Member By: **PREFERRED INVESTMENT SOLUTIONS CORP.,**its sole Managing Owner**** By: 
/s/ Esther E. Goodman
 Name: Esther E. Goodman Title: 
Chief Operating Officer and

SeniorExecutive Vice President

 

36 

**PREFERRED INVESTMENT SOLUTIONS CORP.**By: 
/s/ Esther E. Goodman
Name: Esther E. GoodmanTitle: 
Chief Operating Officer and

SeniorExecutive Vice President
**BRIDGEWATER ASSOCIATES, INC.**By: 
/s/ Peter R. La Tronica
Name: Peter R. La TronicaTitle: Vice President
 

37 

**EXHIBIT A**

**TRADING VEHICLE TRADING APPROACH**

**AGGRESSIVE PURE ALPHA FUTURES ONLY – A, NOBENCHMARK**

The Advisor will make its trading decisions for the Trading Vehicle according to its Aggressive Pure Alpha Futures Only-A,No Benchmark trading system as described in Exhibits A and D as amended from time to time. For purposes of this Agreement, the Aggressive Pure Alpha Futures Only-A, No Benchmark strategy will trade the Trading Vehicle Allocated Assets at 1.5 timesthe normal Pure Alpha Strategy level. 

 

A-1 

**EXHIBIT B**

**TRADING LIMITATIONS AND POLICIES**

The following limitations and policies are applicable to assetsrepresenting the Trading Vehicle Allocated Assets as a whole and at the outset to the Advisor individually; since the Advisor initially will manage 100% of the Trading Vehicle Allocated Assets, such application of the limitations and policies isidentical initially for the Trading Vehicle and the Advisor. The Advisor sometimes may be prohibited from taking positions for the Trading Vehicle Allocated Assets which it would otherwise acquire due to the need to comply with these limitations andpolicies. The Trading Vehicle or the Managing Owner will monitor compliance with the trading limitations and policies set forth below, and the Trading Vehicle 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 the Trading Vehicle, subject to the terms of the Advisory Agreement. 

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

**Investment Objective**

To maximize total return with a target tracking error of 18% per year (tracking error is defined as the annualized standarddeviation of returns). 

**Permitted Investments**

 
 • 
fixed income derivatives and fixed income index derivatives. 

 
 • 
currency spot and derivative instruments 

 
 • 
equity derivatives and equity index derivatives 

 
 • 
commodity derivatives and commodity index derivatives 

 
 • 
derivatives are limited to CFTC approved futures, options and currency forwards 

**Trading Limitations**

The TradingVehicle 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 commodityprovided, however, unrealized profits may be considered in determining the current Trading Vehicle Allocated Assets) but may take into account open trading equity on existing positions in determining generally whether to acquire additionalcommodities 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*, thatthe Trading Vehicle is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by the 

 

B-1 

Trading Vehicle or its affiliates or permit the Trading Vehicle or any affiliate to engage in any reciprocal business arrangements which would circumvent theforegoing prohibition; (iv) permit the Advisor to share in any portion of the commodity brokerage fees paid by the Trading Vehicle; (v) commingle its assets, except as permitted by law; or (vi) permit the churning of its commodityaccounts. 

The Trading Vehicle will conform in all respects to the rules, regulations and guidelines of the markets on which its trades areexecuted. 

**Trading Policies**

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

(1) The Trading Vehicle 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 andliquidating positions. 

(2) Stop or limit orders may, in the Advisor’s discretion, be given with respect to initiating or liquidatingpositions 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 toeither the volatility of the market or the inability to trade because of market limitations. 

(3) The Trading Vehicle may engage in EFPtransactions involving currencies and metals and other commodities. 

(4) The Trading Vehicle may, from time to time, employ tradingtechniques such as spreads, straddles and conversions. 

(5) The Trading Vehicle willnot 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 Trading Vehicle Allocated Assets for any one commodity or in excess of66 2/3% of the Trading Vehicle Allocated Assets for all commodities combined. Under certain market conditions,such as an inability to liquidate open commodities positions because of daily price fluctuations, the Trading Vehicle may be required to commit the Trading Vehicle Allocated Assets as margin in excess of the foregoing limits, and in such case theTrading Vehicle will cause the Advisor to reduce its open futures and option positions to comply to these limits before initiating new commodities positions. 

(6) To the extent the Trading Vehicle engages in transactions in forward currency contracts other than with or through UBS Securities LLC or its affiliates, the Trading Vehicle will only engage in such transactionswith counterparties that have a short term credit rating of at least A-1 or P-1. The Advisor may enter into netting agreements with these counterparties. In the event that the counterparty is an unrated guaranteed affiliate of the parent company,the parent’s credit rating shall apply. 

 

B-2 

**EXHIBIT C**

**REPRESENTATION AGREEMENT CONCERNING THE**

**REGISTRATION STATEMENT AND THE PROSPECTUS**

REPRESENTATION AGREEMENT (“Agreement”) dated as of the 30th day of November, 2005, by and among **WMT III SERIES H/J TRADING VEHICLE LLC,**a Delaware limited liability company (the“Trading Vehicle”), **WORLD MONITOR TRUST III – SERIES H**and**WORLD MONITOR TRUST III – SERIES J**(individually and collectively a “Trust”), each a separate series of a statutory trust organized under Chapter38 of Title 12 of the Delaware Code (the “Delaware Act”), **KENMAR SECURITIES, INC.,**A Connecticutt corporation (the “Selling Agent”), **PREFERRED INVESTMENT SOLUTIONS CORP.,** a Connecticut corporation (the“Managing Owner”), and **BRIDGEWATER ASSOCIATES, INC.,** a Connecticut corporation (the “Advisor”). 

**WITNESSETH:**

**WHEREAS**, the Trust proposes to make an initial public offering (the “Offering”) ofunits of beneficial interest in the Trust (the “Interests”) issuable in multiple series of Interests (the “Series”), each separately managed by a different professional commodity trading advisor through the Selling Agent, anaffiliate of the Managing Owner, and in connection therewith, the Trust intends to file with the U.S. Securities and Exchange Commission (the “SEC”), pursuant to the U.S. Securities Act of 1933, as amended (the “1933 Act”), aregistration statement on Form S-1 to register the Interests, including the Series H Interests and the Series J Interests, and as a part thereof a prospectus (which registration statement, together with all amendments thereto, shall be referred toherein as the “Registration Statement” and which prospectus in final form, together with all amendments and supplements thereto, shall be referred to herein as the “Prospectus”); and 

**WHEREAS**, the Trading Vehicle and the Managing Owner entered into an agreement with the Advisor,dated as of November 30, 2005 (the “Advisory Agreement”), pursuant to which the Advisor has agreed to act as a commodity trading advisor to the Trading Vehicle; and 

**WHEREAS**, Series H and Series J are the only Members of the Trading Vehicle; and 

**WHEREAS,** the parties hereto wish to set forth their duties and obligations to each other with respect to the Registration Statement as of itseffective date and the Prospectus as of the date(s) on which subscribers’ funds are transferred to the trust estate represented by Series H Interests and Series J Interests (“Closing Dates(s)”). 

**NOW, THEREFORE,** the parties agree as follows: 

**1. Representations and Warranties of the Advisor**. The Advisor hereby represents and warrants to the Selling Agent, the Trading Vehicle, the Trust and the Managing Owner that: 

(a) All references in the Registration Statement, consented to in writing by the Advisor in the form attached hereto as Exhibit A, as of its effectivedate and the Prospectus as of the Closing Date 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 (asdefined 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 referredto as the Advisor’s “Past Performance History”) are complete and accurate in all material respects, and as to such persons, 

 

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the Advisor’s Trading Approach and the Advisor’s past performance history, the Registration Statement as of its effective date and the Prospectusas of each Closing Date contain all information requested by the Managing Owner, 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(with respect to the Prospectus, 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 bythe Advisor to the Trust and the Managing Owner for purposes of preparing the pro forma performance tables. Except as specifically stated herein, it is understood that no representation or warranty is being made with respect to the calculations usedto create the pro forma performance table 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 theCE Act. 

(b) The Advisor will not distribute the Registration Statement, the Prospectus and/or the selling materials related thereto,except as may be requested by the Managing Owner in connection with “road show” presentations or otherwise. 

(c) This Agreementand 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 obligationsunder this Agreement and the consummation of the transactions set forth in this Agreement, in the Advisory Agreement and in the Registration Statement as of its effective date and Prospectus as of the Closing Date are not contrary to the provisionsof the Advisor’s formation documents, or to the best of its knowledge, any applicable statute, law or regulation of any jurisdiction, and will not result in any violation, breach or default under any term or provision of any undertaking,contract, agreement or order to which the Advisor is a party or by which the Advisor is bound. 

 

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(d) The Advisor has all governmental and regulatory licenses, registrations and approvals required by lawas may be necessary to perform its obligations under the Advisory Agreement and this Agreement and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date including, without limitation,registration as a commodity trading advisor under the CE Act and membership as a commodity trading advisor with the National Futures Association (the “NFA”), and it will maintain and renew any required licenses, registrations, approvals ormemberships during the term of the Advisory Agreement. 

(e) On the date hereof, the Advisor is, and at all times during the term of thisAgreement will be, a corporation formed and validly existing and in good standing under the laws of its jurisdiction of formation and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its businessrequires 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 conductits business and to perform its obligations under this Agreement and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date. 

(f) Neither the Advisor nor any of its principals has managed, controlled or directed, on an overall discretionary basis, the trading for any commodityaccount which is required by CFTC regulations and the rules and regulations under the 1933 Act to be disclosed in the Registration Statement as of its effective date and the Prospectus as of the Closing Date which is not set forth in theRegistration Statement as of its effective date and in the Prospectus as of the Closing Date as required. 

 

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(g) The Advisor is required to be registered as an investment adviser under the United States InvestmentAdvisers Act of 1940, as amended (the “Advisers Act”), and is so registered. 

(h) As of the date hereof, there has been nomaterial adverse change in the Advisor’s past performance history as set forth in the Registration Statement or in the Prospectus under the caption “BRIDGEWATER ASSOCIATES, INC.” which has not been communicated in writing to andreceived by the Managing Owner and the Selling Agent or their counsel. 

(i) Except for subsequent performance, as to which norepresentation is made, since the date of the Advisory Agreement, (i) there has not been any material adverse change in the condition, financial or otherwise, of the Advisor or in the earnings, affairs or business prospects of the Advisor,whether or not arising in the ordinary course of business, and (ii) there have not been any material transactions entered into by the Advisor other than those in the ordinary course of its business. 

(j) Except as disclosed in the Registration Statement and in the Prospectus, there is no pending, or to the best of its knowledge, threatened orcontemplated 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 subjectwhich 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 materialassets of the Advisor or which reasonably might be expected to (A) impair materially the Advisor’s ability to 

 

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discharge its obligations to the Trading Vehicle or (B) result in a matter which would require disclosure in the Registration Statement and/orProspectus; 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 regulationsthereunder 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 theAdvisory Agreement. 

**2. Covenants of the Advisor**. If, at any time during the term of the Advisory Agreement, the Advisordiscovers any fact, omission or event, or that a change of circumstances has occurred, which would make the Advisor’s representations and warranties in Section 1 of this Agreement inaccurate or incomplete in any material respect, or whichmight reasonably be expected to render the Registration Statement or Prospectus, with respect to (i) the Advisor or its principals, (ii) the Advisor’s Trading Approach or (iii) the Advisor’s past performance history, untrueor misleading in any material respect, the Advisor will provide prompt written notification to the Trading Vehicle, the Managing Owner and the Selling Agent 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 notificationshall be cause for the Trading Vehicle 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 Effective Date of theRegistration Statement and for so long as Interests in the Trust are being offered, whether during the Initial Offering Period or during any Continuous Offering Period (as 

 

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those terms are described in the Prospectus), it will provide the Selling Agent, the Trading Vehicle and the Managing Owner with updated month-end capsuleperformance 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 Prospectus under the caption “BRIDGEWATER ASSOCIATES,INC.” beyond the periods disclosed therein. The Advisor shall use its best efforts to provide such information within a reasonable period of time after the information is available to it. Concurrently herewith the Advisor shall execute anddeliver a consent, in the form and substance of Exhibit A hereto, with respect to the Prospectus. 

**3. Modification of RegistrationStatement or Prospectus**. If any event or circumstance occurs as a result of which it becomes necessary, in the judgment of the Managing Owner and the Selling Agent, to amend the Registration Statement in order to make the RegistrationStatement not materially misleading or to amend or to supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, or if it is otherwisenecessary in order to permit the Trust to continue to offer its Interests subsequent to the Initial Offering Period subject to the limitations set forth in the Advisory Agreement, the Advisor will furnish such information with respect to itself andits principals, as well as its Trading Approach and past performance history as the Managing Owner or the Selling Agent may reasonably request, and will cooperate to the extent reasonably necessary in the preparation of any required amendments orsupplements to the Registration Statement and/or the Prospectus. 

**4. Advisor’s Closing Obligations.** On or prior to theClosing Date with respect to the initial offering of Series H Interests and Series J Interests (the “Initial Closing Date”), and thereafter, *only if requested*, on or prior to each closing date during the continuous 

 

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offering of Series H Interests and Series J Interests (each a “Subsequent Closing Date”), the Advisor shall deliver or cause to be delivered, atthe expense of the Advisor, to the Selling Agent, the Trading Vehicle, the Trust and the Managing Owner, a certificate of the Advisor in a form reasonably acceptable to the Selling Agent, the Trading Vehicle, the Managing Owner and the Advisor, tothe effect that: 

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

(b) Nothing has come to the Advisor’s attention whichwould cause the Advisor to believe that, at any time from the time the Registration Statement initially became effective to the Closing Date, the Registration Statement, as amended from time to time, or the Prospectus, as amended or supplementedfrom 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 (with respect to the Prospectus, in light of the circumstances in which they were made)not misleading. 

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

**5. Advisor Acknowledgements.** The Advisor acknowledges that: (i) it may be a condition to each closingunder the Selling Agreement that the Selling Agent shall have received, at no cost to the Advisor, letter(s) from certified public accountants or other reputable professionals selected by the Selling Agent with respect to the past performancehistory of the 

 

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Advisor as set forth in the Selling Agreement and (ii) the Trust may at any time withdraw the Registration Statement from the SEC or otherwise terminatethe Registration Statement or the offering of Interests, and upon any such withdrawal or termination or if the “minimum” number of Interests, as described in the Prospectus, is not sold, this Agreement shall terminate and none of theparties hereto shall have any obligation to any other party pursuant to this Agreement, except pursuant to Section 10 of this Agreement to the extent that such section is applicable. 

**6. Warranties of the Trading Vehicle and the Managing Owner.** The Managing Owner hereby only represents and warrants as to itself and theTrust (as applicable), and the Trading Vehicle hereby only represents and warrants as to itself, to the Advisor that: 

(a) On the datehereof, the Trading Vehicle is, and at all times during the term of this Agreement and the Advisory Agreement will be, a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware and at alltimes during the term of this Agreement and the Advisory Agreement will be in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and the failure to be soqualified materially adversely would affect its ability to perform its obligations under this Agreement and the Advisory Agreement and to operate as described in the Prospectus, and the Managing Owner is, and at all times during the term of thisAgreement and the Advisory Agreement will be, a duly formed and validly existing corporation in good standing under the laws of the State of Connecticut 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 wouldaffect its ability to act as Managing Owner of the Trust and to 

 

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perform its obligations hereunder and under the Advisory Agreement, and each has full capacity and authority to conduct its business and to perform itsobligations under this Agreement and the Advisory Agreement and to act as described in the Registration Statement as of its effective date and the Prospectus as of the Closing Date. 

(b) Each of this Agreement and the Advisory Agreement has been duly and validly authorized, executed and delivered on behalf of the Trading Vehicle andthe Managing Owner, is a valid and binding agreement of the Trading Vehicle and the Managing Owner and is enforceable in accordance with its terms. The performance of the Trading Vehicle’s and the Managing Owner’s obligations under thisAgreement and under the Advisory Agreement, and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, and in the Registration Statement as of its effective date and Prospectus as of the Closing Date are notcontrary to the provisions of the Trust’s Declaration of Trust and Trust Agreement, as it may be amended from time to time (the “Trust Agreement”), or Certificate of Trust, the Managing Owner’s Articles of Incorporation orBy-Laws, or the Trading Vehicle’s Certificate of Formation or Limited Liability Company Agreement, respectively, any applicable statute, law or regulation of any jurisdiction and will not result in any violation, breach or default under anyterm or provision of any undertaking, contract, agreement or order, to which the Trading Vehicle, the Trust or the Managing Owner, is a party or by which the Trading Vehicle, the Trust or the Managing Owner is bound. 

(c) Each of the Trading Vehicle, the Trust and the Managing Owner (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 Registration Statement as of its 

 

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effective date and in the Prospectus as of the Closing Date (including, without limitation, the Managing Owner’s registration as a commodity pooloperator 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) The Trading Vehicle 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 orother 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 Prospectus with respect to the Interests hasbeen issued by the SEC, the CFTC or the NFA. The Registration Statement as of its effective date and the Prospectus as of the Closing Date contain all statements which are required to be made therein, conform in all material respects with therequirements of the 1933 Act and the CE Act, and the rules and regulations of the SEC and the CFTC, respectively, 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 factrequired to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in which they are made) not misleading; and at all times subsequent hereto up to and including the date oftermination of the Initial Offering Period and any Subsequent Offering Period, the Registration Statement as of its effective date and the Prospectus as of the Closing Date will contain all statements required to be made therein and will conform inall material respects with the requirements of the 1933 Act and the CE Act, and the 

 

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rules and regulations of the SEC and the CFTC, respectively, thereunder, and with the rules of the NFA and will not contain any untrue statement of amaterial fact or omit to state a material fact required to be stated therein (with respect to the Prospectus, in light of the circumstances in which they are made) not misleading; *provided*, *however*, that this representation andwarranty 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 to the Selling Agent by or on behalf of the Advisor for the express purpose of inclusionin the Registration Statement or the Prospectus, 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 Approachand past performance history provided such references have been approved. 

(f) The Registration Statement as of its effective date and theProspectus as of the Closing Date have been delivered to the Advisor. 

(g) There is no pending, or to its knowledge, threatened orcontemplated action, suit or proceeding before any court or arbitration panel or before or by any governmental, administrative or self-regulatory body to which the Trading Vehicle, the Trust or 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 expectedto 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 TradingVehicle, the Trust 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 

 

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and regulations thereunder, or (iii) any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might beexpected to materially impair the ability of each of the Trading Vehicle, the Trust and the Managing Owner to discharge its obligations under this Agreement or under the Advisory Agreement. 

**7. Covenants of the Managing Owner and the Trading Vehicle.** If, at any time during the term of the Advisory Agreement, the Managing Owneror the Trading Vehicle discovers any fact, omission or event or that a change of circumstance has occurred which would make its representations and warranties in Section 6 of this Agreement inaccurate or incomplete in any material respect, theTrading Vehicle or the Managing Owner (as the case may be), 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 shallprovide the Advisor with a copy of each amendment to the Registration Statement and amendment or supplement to the Prospectus, and no amendment to the Registration Statement or amendment or supplement to the Prospectus which contains any statementor 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. Trading Vehicle’s and Managing Owner’s Closing Obligations.** On or prior to the Initial Closing Date, and thereafter on orprior to each Subsequent Closing Date, if the Trading Vehicle and the Managing Owner have requested that the Advisor provide certificates and documents pursuant to Section 4 of this Agreement, the Trading Vehicle and the Managing Owner shalldeliver or cause to be delivered to the Advisor, certificates of the Trading Vehicle and the Managing Owner in the form proposed prior to the Closing Date by counsel to 

 

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the Trading Vehicle and the Managing Owner with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to the TradingVehicle, the Managing Owner and their counsel so as to make such form mutually acceptable to the Trading Vehicle, the Managing Owner, the Advisor and their respective counsel, to the effect that: 

(a) Its representations and warranties in Section 6 of this Agreement are true and correct in all material respects on the date of the certificatesas though made on such date. 

(b) It performed all covenants and agreements herein contained to be performed on its part at or prior to theClosing Date. 

**9. Survival of Representations, Warranties and Covenants.** All representations, warranties and covenants inthis Agreement or contained in certificates required to be delivered hereunder shall survive the delivery of any payment for the Interests and the termination of the Advisory Agreement and this Agreement, with respect to any matter arising while theAdvisory 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 to their respective successors and permitted assigns.

**10. Indemnification.**

(a) In any action in which the Selling Agent, the Trust, the Trading Vehicle, Wilmington Trust Company, a Delaware corporation, in its capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, ortheir respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the foregoing are parties (individually and collectively, the “Sponsor Indemnified Parties”), the Advisoragrees to indemnify and hold harmless the Sponsor Indemnified Parties against any loss, 

 

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claim, damage, charge, liability (including without limitation any liability arising under the 1933 Act or the CE Act) or expense (including withoutlimitation, reasonable attorneys’ and accountants’ fees) (“Losses”) to which the Sponsor Indemnified Parties may become subject, to the extent that such Losses arise directly out or result directly from (i) anymisrepresentation or alleged misrepresentation or material breach or alleged material breach of any warranty, covenant or agreement of the Advisor contained in this Agreement; (ii) a breach of the disclosure requirements under the CE Act thatrelates to the Advisor’s past performance history; or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus or the omission or alleged omission to state in theRegistration Statement or the Prospectus a material fact required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in which they are made) not misleading, in each caseunder this subclause (iii) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in material conformity with information furnished by theAdvisor or its representatives to the Trust, the Managing Owner or their respective representatives for inclusion in the Registration Statement or Prospectus including without limitation any information relating to the Advisor or its affiliates,controlling persons, shareholders, partners, directors, officers and employees, as well as to the Advisor’s Trading Approach and past performance history. 

(b) In any action in which the Advisor, or its controlling persons, or any of their respective shareholders, partners, directors, officers and/or employees (individually and collectively, the “Advisor IndemnifiedParties”) are parties, the Managing Owner agrees (A) to indemnify and hold harmless the Advisor Indemnified Parties against any Losses, to the extent that such Losses arise directly out of or result directly from (i) anymisrepresentation or alleged 

 

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misrepresentation or material breach or alleged material breach of any warranty, covenant or agreement of the Trust or the Managing Owner regarding theManaging Owner contained in this Agreement, or (ii) any untrue statement or alleged untrue statement of any material fact regarding the Managing Owner contained in the Registration Statement or the Prospectus or the omission or alleged omissionto state in the Registration Statement or the Prospectus a material fact regarding the Managing Owner required to be stated therein or necessary to make the statements therein (with respect to the Prospectus, in light of the circumstances in whichthey are made) not misleading. 

(c) None of the indemnifications contained in this Section 10 shall be applicable with respect todefault 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 orlitigation, 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 indemnifyingparty 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 theclaim. 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 inthe 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, 

 

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such approval not to be unreasonably withheld, following notice from the indemnifying party to such indemnified party of its election so to assume thedefense thereof, in which event, the indemnifying party will not be liable to such indemnified party under this Section 10 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 10. Notwithstanding any other provisions of this Section 10, if, in any claim, dispute, action or litigation as to whichindemnity 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 connectionwith 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 orlitigation. 

(e) Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending actionshall 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 eventindemnification is not permitted under this Section 10 upon final disposition or settlement. 

(f) The parties hereto acknowledge andagree 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 orbreach of any warranty, covenant or agreement of any indemnified party to any indemnifying party contained in this Agreement. 

 

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**11. Limits on Claims.** The Advisor agrees that it will not take any of the following actionsagainst 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 U.S. Bankruptcy Code or any other federal or statebankruptcy, 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 inrespect of the Trust under the U.S. Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part ofany of its properties, or ordering the winding up or liquidation of any of its affairs, (ii) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntarypetition for bankruptcy (collectively, “Bankruptcy or Insolvency Action”). In addition, the Advisor agrees that for any obligations due and owing to it by the Trading Vehicle, the Advisor will look solely and exclusively to the assets ofthe Trading Vehicle to satisfy its claims and will not seek to attach or otherwise assert a claim against the assets of any other Series or the other assets of the Trust, whether there is a Bankruptcy or Insolvency Action taken. The parties agreethat 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 isbeing 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: 

 

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If to the Selling Agent:

Kenmar Securities, Inc.

51 Weaver Street

Building One South, 2nd Floor

Greenwich, Connecticut 06831

Attention: General Counsel

If to the Managing Owner, the Trading Vehicle or the Trust:

Preferred Investment Solutions Corp.

51 Weaver Street

Building One South, 2nd Floor

Greenwich, Connecticut 06831

Attention: General Counsel

Facsimile: (203) 861-1095

with a copy to:

Michael J. Schmidtberger, Esq.

Sidley Austin Brown & Wood LLP

787 Seventh Avenue

New York, New York 10019

Facsimile: (212) 839-5599

If to the Advisor:

Bridgewater Associates, Inc.

1 Glendinning Place

Westport, Connecticut 06880

Attention: Peter R. La Tronica

Facsimile: (203) 291-7300

With a copy to:

Bridgewater Associates, Inc.

1 Glendinning Place

Westport, Connecticut 06880

Attention: Legal

Facsimile: (203) 291-7300

 

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**13. Governing Law.** This Agreement shall be deemed to be made under the laws of the State ofNew 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 anddetermined 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 beenforced in the courts of New York and in any other courts having jurisdiction over the parties. 

**15. Assignment.** ThisAgreement 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, this Agreement is made solely for the benefit of and shall be binding upon the Trading Vehicle, the Trust, the Managing Owner,the Selling Agent, 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 notinclude any purchasers, as such, of Interests. 

 

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

**19. No Waiver.** No failure or delay on thepart 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 exerciseof 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 the Trading Vehicle, the Trust and the Managing Owner, and the obligations of the Trading Vehicle and/orthe Managing Owner set forth in this Agreement are not binding upon any of the Limited Owners, Series H, Series J or any other Series, individually, but rather, are binding only upon the assets and property of the Trading Vehicle and, to the extentprovided herein, upon the assets and property of the Managing Owner. 

**21. Headings.** Headings to the Sections in thisAgreement 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. 

 

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**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. 

 

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

 
**WMT III SERIES H/J TRADING VEHICLE LLC**By: **WORLD MONITOR TRUST III- SERIES H**Its: Member By: **PREFERRED INVESTMENT SOLUTIONS CORP.,**its sole Managing Owner**** By: 
/s/ Esther E. Goodman
 Name: Esther E. Goodman Title: 
Chief Operating Officer and

SeniorExecutive Vice President
By: **WORLD MONITOR TRUST III- SERIES J**Its: Member By: **PREFERRED INVESTMENT SOLUTIONS CORP.,** its sole Managing Owner By: 
/s/ Esther E. Goodman
 Name: Esther E. Goodman Title: 
Chief Operating Officer and

SeniorExecutive Vice President
**KENMAR SECURITIES, INC.** By: 
/s/ Esther E. Goodman
 Name: Esther E. Goodman Title: 
Chief Operating Officer and

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

SeniorExecutive Vice President

 

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**WORLD MONITOR TRUST III – SERIES H**By:  
**PREFERRED INVESTMENT SOLUTIONS**

**CORP.,**as sole Managing Owner****
By:  
/s/ Esther E. Goodman
Name:  Esther E. GoodmanTitle:  
Chief Operating Officer and

SeniorExecutive Vice President
**WORLD MONITOR TRUST III – SERIES J**By:  **PREFERRED INVESTMENT SOLUTIONS CORP.,**as sole Managing Owner****By:  
/s/ Esther E. Goodman
Name:  Esther E. GoodmanTitle:  
Chief Operating Officer and

SeniorExecutive Vice President
**BRIDGEWATER ASSOCIATES, INC.**By:  
/s/ Peter R. La Tronica
Name:  Peter R. La TronicaTitle:  Vice President
 

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**Exhibit A**

**Consent**

The undersigned Advisor has reviewed the Prospectus dated                    , 2005 of World Monitor Trust III with respect to the information contained therein relating to the undersigned Advisorand, in accordance with the Representation Agreement among us dated as of the          day of                    , 2005 (“Representation Agreement”), hereby consents to all provisions to which it is required to consentpursuant to the Representation Agreement and also consents to the distribution of such Prospectus. 

 
**BRIDGEWATER ASSOCIATES, INC.**By: 
 
Name: Peter R. La TronicaTitle: Vice President
 

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**EXHIBIT D**

**[ATTACH LATEST DISCLOSURE DOCUMENT]**