Amended and Restated Advisory Agreement---Graham Capital


 Exhibit 10.1 
 AMENDED AND RESTATED ADVISORY AGREEMENT 
 AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of the 28th day of November, 2008, by
and among WORLD MONITOR TRUST III – SERIES J (“Series J”), a separate series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), PREFERRED INVESTMENT SOLUTIONS
CORP., a Delaware corporation (the “Managing Owner”) and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the “Advisor”). 
 WITNESSETH: 
 WHEREAS,
the Trust has been organized primarily for the purpose of trading, buying, selling, spreading or otherwise acquiring, holding or disposing of futures, forward and options contracts with respect to commodities. Other transactions also may be effected
from time to time, including among others, those as more fully identified in Exhibit A hereto; the foregoing commodities and other transactions are collectively referred to as “Commodities”; and 
 WHEREAS, the Managing Owner is the managing owner of the Trust; and 
 WHEREAS, the Managing Owner is authorized to utilize the services of one or more professional commodity trading advisors in connection with the Commodities trading activities of Series J; and 
 WHEREAS, the Advisor’s present business includes the management of Commodities accounts for its clients; and 
  

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 WHEREAS, the Advisor is registered as a commodity trading advisor under the United States
Commodity Exchange Act, as amended (the “CE Act”), and is a member of the National Futures Association (the “NFA”) as a commodity trading advisor and will maintain such registration and membership for
the term of this Agreement; and 
 WHEREAS, the Trust has terminated its public offering and is making a private offering pursuant to
Regulation D under the Securities Act of 1933, as amended (the “1933 Act”) of beneficial interests (the “Offering”) in the Trust (the “Interests”) evidenced by different series
of Interests (each, a “Series”) through Kenmar Securities Inc., as Selling Agent, and in connection therewith, the Trust has prepared a Confidential Private Placement Memorandum and Disclosure Document (the
“Memorandum”) for the offering of Series J Interests (Units relating to the Series J Interests are referred to herein as the “Series J Units”); and 
 WHEREAS, WMT-III Series G/J Trading Vehicle, LLC, an aggregate trading vehicle in which Series J and World Monitor Trust III – Series G
(“Series G”) were members (the “Trading Vehicle”), the Managing Owner and the Advisor entered into an Advisory Agreement dated November 30, 2005 (the “Trading Vehicle Advisory
Agreement”) pursuant to which the Advisor rendered and implemented commodity trading advisory services on behalf of Trading Vehicle; and 
 WHEREAS, Series G and, as a result, the Trading Vehicle terminated effective December 31, 2007; and 
 WHEREAS, Series J, the Managing Owner and the Advisor entered into an Advisory Agreement dated November 15, 2007 (the “Original Agreement”) pursuant to which the Advisor renders and implements commodity
trading advisory services on behalf of Series J; and 
  

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 WHEREAS, the parties hereby desire to amend and restate the Original Agreement in its entirety.

 NOW, THEREFORE, the parties agree as follows: 
 1. Duties of the Advisor. 
 (a) Appointment. Series J hereby continues the appointment
of the Advisor, and the Advisor hereby accepts such continued appointment, as its limited attorney-in-fact to exercise discretion to invest and reinvest in Commodities during the term of this Agreement the portion of Series J’s Net Asset Value
(as defined in the Memorandum) allocated to the Advisor (the “Allocated Assets”) on the terms and conditions and for the purposes set forth herein. This limited power-of-attorney is a continuing power and shall continue in
effect with respect to the Advisor until terminated hereunder. The Advisor shall have sole authority and responsibility for independently directing the investment and reinvestment in Commodities of the Allocated Assets for the term of this Agreement
pursuant to the trading programs, methods, systems, and strategies described in Exhibit A hereto, which Series J and the Managing Owner have selected to be utilized by the Advisor in trading the Allocated Assets (collectively referred to as the
Advisor’s “Trading Approach”), subject to the trading policies and limitations as set forth in the Memorandum and attached hereto as Exhibit B (the “Trading Policies and Limitations”), as the same
may be modified from time to time and provided in writing to the Advisor. The portion of the Allocated Assets to be allocated by the Advisor at any point in time to one or more of the various trading strategies comprising the Advisor’s Trading
Approach will be determined as set 

  

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forth in Exhibit A hereto, as it may be amended from time to time, with the consent of the parties, it being understood that trading gains and losses
automatically will alter the agreed upon allocations. Upon receipt of a new allocation, the Advisor will determine and, if required, adjust its trading in light of the new allocation. 
 (b) Allocation of Responsibilities. Series J will have the responsibility for the management of any portion of the Allocated Assets that are not
invested in Commodities. The Advisor will use its good faith and best efforts in determining the investment and reinvestment in Commodities of the Allocated Assets in compliance with the Trading Policies and Limitations, and in accordance with the
Advisor’s Trading Approach. In the event that Series J shall, in its sole discretion, determine in good faith following consultation appropriate under the circumstances with the Advisor that any trading instruction issued by the Advisor
violates the Trading Policies and Limitations, then Series J, following reasonable notice to the Advisor appropriate under the circumstances, may override such trading instruction and shall be responsible therefore. Nothing herein shall be construed
to prevent the Managing Owner from imposing any limitation(s) on the trading activities of Series J beyond those enumerated in the Memorandum if the Managing Owner determines that such limitation(s) are necessary or in the best interests of the
Trust or Series J, in which case the Advisor will adhere to such limitations following written notification thereof. 
 (c) Gains From
Trading Approach. The Advisor agrees that at least 90% of the annual gross income and gain, if any, generated by its Trading Approach for Allocated Assets will be “qualifying income” within the meaning of Section 7704(d) of the
Code (it being understood that such income will largely result from buying and selling Commodities and that the Trading Approach is not intended primarily to generate interest income). The Advisor also 

  

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agrees that it will attempt to trade in such a manner as to allow non-U.S. Limited Owners (as defined below) to qualify for the safe harbors found in
Section 864(b)(2) of the Code and as interpreted in the regulations promulgated or proposed thereunder. 
 (d) Modification of
Trading Approach. In the event the Advisor requests to use, or Series J requests the Advisor to use, a trading program, system, method or strategy other than or in addition to the trading programs, systems, methods or strategies comprising the
Trading Approach in connection with trading for Series J (including, without limitation, the deletion or addition of an agreed upon trading program, system, method or strategy to the then agreed upon Trading Approach or a modification in the
leverage employed), either in whole or in part, the Advisor may not do so and/or shall not be required to do so, as appropriate, unless both Series J and the Advisor consent thereto in writing. 
 (e) Notification of Material Changes. The Advisor also agrees to give Series J prior written notice of any proposed material change in its Trading
Approach, and agrees not to make any material change in such Trading Approach (as applied to Series J) over the objection of Series J, it being understood that the Advisor shall be free to institute non-material changes in its Trading Approach (as
applied to Series J) without prior written notification. Without limiting the generality of the foregoing, refinements to the Advisor’s Trading Approach, and the deletion (but not the addition) of Commodities (other than the addition of
Commodities then being traded (i) on organized domestic commodities exchanges, (ii) on foreign commodities exchanges recognized by the Commodity Futures Trading Commission (the “CFTC”) as providing customer
protections comparable to those provided on domestic exchanges, or (iii) in the interbank foreign currency market) to or from the Advisor’s Trading Approach shall not be deemed a material change in the Advisor’s Trading Approach, and
prior approval of Series J 

  

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shall not be required therefore. 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. 
 Subject to adequate assurances of confidentiality, the
Advisor agrees that it will discuss with Series J upon request any trading methods, programs, systems or strategies used by it for trading customer accounts which differ from the Trading Approach used for Series J, provided that nothing
contained in this Agreement shall require the Advisor to disclose what it deems to be proprietary or confidential information. 
 (f)
Request for Information. The Advisor agrees to provide Series J with any reasonable information concerning the Advisor that Series J may reasonably request (other than the identity of its customers or proprietary or confidential information
concerning the Trading Approach), subject to receipt of adequate assurances of confidentiality by Series J, including, but not limited to, information regarding any change in control, key personnel, Trading Approach and financial condition which
Series J reasonably deems to be material to Series J; the Advisor also shall notify Series J of any such matters the Advisor, in its reasonable judgment, believes may be material to Series J relating to the Advisor and its Trading Approach. During
the term of this Agreement, the Advisor agrees to provide Series J with updated monthly information related to the Advisor’s performance results within a reasonable period of time after the end of the month to which it relates. 
 (g) Notice of Errors. The Advisor is responsible for promptly reviewing all oral and written confirmations it receives to determine that the
Commodities trades were made in accordance with the Advisor’s instructions. If the Advisor determines that an error was made in 

  

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connection with a trade or that a trade was made other than in accordance with the Advisor’s instructions, the Advisor shall promptly notify Series J of
this fact and shall utilize its reasonable efforts to cause the error or discrepancy to be corrected. 
 (h) Liability. Neither the
Advisor nor any employee, partner or officer of the Advisor, nor any person who controls the Advisor, shall be liable to Series J, its officers, directors, shareholders, members, or employees, or any person who controls Series J, or any of their
respective successors or assignees under this Agreement, except by reason of acts or omissions in material breach of this Agreement or due to their willful misconduct or gross negligence or by reason of their not having acted in good faith in the
reasonable belief that such actions or omissions were in, or not opposed to, the best interests of Series J and its Limited Owners; it being understood that the Advisor makes no guarantee of profit nor guarantee against loss, and that all purchases
and sales of Commodities shall be for the account and risk of Series J, and the Advisor shall incur no liability for trading profits or losses resulting therefrom provided the Advisor would not otherwise be liable to Series J under the terms hereof.

 (i) Initial Allocation, Additional Allocations, and Reallocations. Initially, the Allocated Assets will total an amount allocated
to the Advisor by the Managing Owner. 
 (j) Additional Allocations and Reallocations. Subject to Section 10(a) below, Series J
may, on a monthly basis, as described in the Memorandum, (i) allocate additional assets to the Advisor, (ii) reallocate the Allocated Assets away from the Advisor to another commodity trading advisor (an “Other
Advisor”), (iii) reallocate assets to the Advisor from an Other Advisor or (iv) allocate additional capital with respect to the Allocated Assets to an Other Advisor. 
  

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 (k) Delivery of Disclosure Document. The Advisor agrees to provide to the Managing Owner with any
amendment or supplement to the Disclosure Document attached hereto as Exhibit D (an “Update”) as soon as such Update is available for distribution following the filing of such update in final form with the NFA. 
 2. Indemnification. 
 (a)
The Advisor. Subject to the provisions of Section 3 of this Agreement, the Advisor, each partner, officer and employee of the Advisor, and each person who controls the Advisor, shall be indemnified, defended, and held harmless by Series
J and the Managing Owner, from and against any and all claims, losses, judgments, liabilities, damages, costs, expenses (including, without limitation, reasonable investigatory and attorneys’ fees and expenses) and amounts paid in settlement of
any claims in compliance with the conditions specified below (collectively, “Losses”) sustained by the Advisor (i) in connection with any acts or omissions of the Advisor, or any of its partners, officers or employees
relating to its management of the Allocated Assets, including in connection with this Agreement or otherwise as a result of the Advisor’s performance of services on behalf of Series J or its role as trading advisor to the Allocated Assets and
(ii) as a result of a material breach of this Agreement by Series J or the Managing Owner, provided that, (1) such Losses were not the result of negligence, misconduct or a material breach of this Agreement on the part of the
Advisor, any of its partners, officers or employees or any person controlling the Advisor, (ii) the Advisor, and its partners, officers, employees, and each person controlling the Advisor, acted or omitted to act in good faith and in a manner
reasonably believed by such person to be in or not opposed to the best interests of Series J and (iii) any such indemnification will only be recoverable from the Allocated Assets and not from any other assets of Series J or any other Series of
the Trust, and 

  

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provided further, that no indemnification shall be permitted under this Section 2 for amounts paid in settlement if either (A) the
Advisor fails to notify Series J of the terms of any settlement proposed, at least fifteen (15) days before any amounts are paid, or (B) Series J does not approve the amount of the settlement within fifteen (15) days (such approval
not to be withheld unreasonably). Notwithstanding the foregoing, Series J shall, at all times, have the right to offer to settle any matter with the approval of the Advisor (which approval shall not be withheld unreasonably) and if Series J
successfully negotiates a settlement and tenders payment therefore to the party claiming indemnification (the “Indemnitee”) the Indemnitee must either use its reasonable efforts to dispose of the matter in accordance with the
terms and conditions of the proposed settlement or the Indemnitee may refuse to settle the matter and continue its defense in which latter event the maximum liability of Series J to the Indemnitee shall be the amount of said proposed settlement. Any
indemnification by Series J under this Section 2, unless ordered by a court, shall be made only as authorized in the specific case by Series J. 
 (b) Default Judgments and Confessions of Judgment. None of the foregoing provisions for indemnification shall be applicable with respect to default judgments or confessions of judgment entered into by the
Indemnitee, with its knowledge, without the prior consent of Series J. 
 (c) Procedure. In the event that an Indemnitee under this
Section 2 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such Indemnitee shall be indemnified only for that
portion of the Losses incurred in such action, suit or proceeding which relates to the matters for which indemnification can be made. 
  

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 (d) Expenses. Expenses incurred in defending a threatened or pending civil, administrative or
criminal action, suit or proceeding against an Indemnitee shall be paid by Series J from the Allocated Assets in advance of the final disposition of such action, suit or proceeding if (i) the legal action, suit or proceeding, if sustained,
would entitle the Indemnitee to indemnification pursuant to the terms of this Section 2, and (ii) the Advisor undertakes to repay the advanced funds to Series J in cases in which the Indemnitee is not entitled to indemnification pursuant
to this Section 2, and (iii) in the case of advancement of expenses from the Allocated Assets, the Indemnitee is not likely not to be entitled to indemnification hereunder. 
 3. Limits on Claims. 
 (a)
Prohibited Acts. The Advisor agrees that it will not take any of the following actions against Series J: (i) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or Series J in
an involuntary case or proceeding under the Federal Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust or Series J a bankrupt or insolvent,
or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or Series J under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or Series J or of any substantial part of any of their properties, or ordering the winding up or liquidation of any of their affairs, (ii) seek a
petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntary petition for bankruptcy (collectively, “Bankruptcy or Insolvency Action”). 

 

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 (b) Limited Assets Available. In addition, the Advisor agrees that for any obligations due and
owing to it by Series J, the Advisor will look solely and exclusively to the Allocated Assets to satisfy its claims and will not seek to attach or otherwise assert a claim against the other assets of the Trust or Series J, whether there is a
Bankruptcy or Insolvency Action taken or otherwise. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. 
 (c) No Limited Owner Liability. This Agreement has been made and executed by and on behalf of Series J for the benefit of Series J and the
obligations of Series J set forth herein are not binding upon any of the owners of any Series (“Limited Owners”) individually, but are binding only upon the assets and property identified above and no resort shall be had to
the assets of Series J or any other Series issued by the Trust or the Limited Owners’ personal property for the satisfaction of any obligation or claim hereunder. 
 4. Obligations of the Trust, the Managing Owner and the Advisor. 
 (a) The Memorandum.
Each of Series J and the Managing Owner agrees to cooperate and use its good faith and reasonable efforts in connection with (i) the preparation by the Trust of the Memorandum (and any amendments or supplements thereto), (ii) the filing of
all documents (and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this
Agreement as the Managing Owner may determine to be necessary or advisable in order to make the proposed offer and sale of Interests lawful in any jurisdiction, and (iii) the taking of such other actions as the Managing Owner may reasonably
determine to be necessary or advisable in order to comply with any other 

  

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legal or regulatory requirements applicable to the Trust or Series J. The Advisor agrees to make all required disclosures regarding itself, its officers and
principals, trading performance, Trading Approach, customer accounts (other than the names of customers, unless such disclosure is required by law or regulation) and otherwise as may be required, in the reasonable judgment of counsel to the Managing
Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information
relating to, the Advisor may be distributed by the Managing Owner without the prior written consent of the Advisor, which consent shall not be unreasonably withheld or delayed; provided that distribution of performance information relating to Series
J’s account shall not require consent of the Advisor. 
 (b) Road Shows. The Advisor agrees to participate in “road
show” and similar presentations in connection with the offering of the Series J Interests to the extent reasonably requested by the Managing Owner, on the following conditions: (i) all expenses incurred by the Advisor in the course of such
participation will be shared between and among the Advisor, the Managing Owner and/or the Selling Agent, in such amounts as shall be agreed among the parties, (ii) the Advisor shall not be obligated to take any action which might require
registration as a broker-dealer or investment adviser under any applicable federal or state law, and (iii) the Advisor shall not be required to assist in “road show” or similar presentations to the extent that it reasonably believes
that doing so would interfere with its trading, marketing or other activities or otherwise would be unduly burdensome to it. 
 (c)
Advisor Not A Promoter. The parties acknowledge that the Advisor has not been, either alone or in conjunction with the Selling Agent or its affiliates, an organizer or promoter of Series J, and it is not intended by the parties that the
Advisor shall have any liability as such. 
  

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 (d) Representation Agreement. On the date of execution of this Agreement, the parties agree to
execute a Representation Agreement (the “Representation Agreement”) relating to the offering of the Series J Interests substantially in the form of Exhibit C to this Agreement. 
 5. Advisor Independence. 
 (a)
Independent Contractor. The Advisor shall for all purposes herein be deemed to be an independent contractor with respect to Series J, the Managing Owner and its affiliates and each other commodity trading advisor that may in the future
provide commodity trading advisory services to Series J and the Managing Owner and its affiliates, and shall, unless otherwise expressly authorized, have no authority to act for or to represent Series J, the Managing Owner 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 Series J, the Managing Owner and its affiliates or any other commodity trading advisor, or in any way be
responsible for the acts or omissions of Series J, the Managing Owner and its affiliates or any other commodity trading advisor as long as it is acting independently of such persons. 
 (b) Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust. 

(c) Confidentiality. Series J and the Managing Owner acknowledge that the Trading Approach of the Advisor is the confidential property of the
Advisor. Nothing in this 

  

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Agreement shall require the Advisor to disclose the confidential or proprietary details of its Trading Approach. Series J and the Managing Owner further
agree that they will keep confidential and will not disseminate the Advisor’s trading advice to Series J, except as, and to the extent that, it may be determined by Series J to be (i) necessary for the monitoring or conduct of the business
of Series J, including the performance of brokerage services by Series J’s commodity broker(s), or (ii) expressly required by law or regulation. 
 6. Commodity Broker. 
 All Commodities traded for the account of Series J shall be made through
such commodity broker or brokers or counterparty or counterparties as Series J directs or otherwise in accordance with such order execution procedures as are agreed upon between the Advisor and Series J. Except as set forth below, the Advisor shall
not have any authority or responsibility in selecting or supervising any floor broker or counterparty for execution of Commodities trades of Series J or for negotiating floor brokerage commission rates or other compensation to be charged therefore.
The Advisor shall not be responsible for determining that any such broker or counterparty used in connection with any Commodities transactions meets the financial requirements or standards imposed by Series J’s Trading Policies and Limitations.
At the present time it is contemplated that Series J will clear all Commodities trades through UBS Securities LLC or its affiliates, and it is contemplated that Series J will execute (but not clear) all foreign currency forwards through its facility
with Bank of America, N.A. (and the Advisor will have Bank of America, N.A. enter into appropriate “give-in” arrangements with UBS Securities LLC or its affiliates). The Advisor may, however, with the consent of Series J, such consent not
to be unreasonably withheld, execute transactions at such other firm(s), and upon such terms and conditions, as the Advisor and Series J agree if such firm(s) agree to “give up” all such 

  

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transactions to UBS Securities LLC for clearance. To the extent that Series J determines to utilize a broker or counterparty other than UBS Securities LLC or
its affiliates, Series J will consult with the Advisor prior to directing it to utilize such broker or counterparty, and will not retain the services of such firm(s) over the reasonable objection of the Advisor. 
 7. Fees. 
 In consideration of
and in compensation for the performance of the Advisor’s services under this Agreement, the Advisor shall receive from Series J a monthly management fee (the “Management Fee”) and a quarterly incentive fee (the
“Incentive Fee”) based on the Allocated Assets, which in all events shall be unaffected by the performance of the other Series or any other trading advisor, as follows: 
 (a) A Management Fee equal to  1/12% of 2.5% (0.2083333) of Allocated Assets determined as of the close of business on the last day of each month (an annual rate of 2.5%). For purposes of determining the Management Fee, any
distributions, redemptions, or reallocation of the Allocated Assets made as of the last day of a month shall be added back to the Allocated Assets and there shall be no reduction for (i) any accrued but unpaid Incentive Fees due the Advisor
under paragraph (b) below for the quarter in which such fees are being computed, or (ii) any accrued but unpaid extraordinary expenses (as defined in the Third Amended and Restated Declaration of Trust and Trust Agreement, as the same may
be amended from time to time (the “Trust Agreement”)). The Management Fee determined for any month in which an Advisor manages the Allocated Assets for less than a full month shall be pro rated, such proration to be calculated on
the basis of the number of days in the month the Allocated Assets were under the Advisor’s management as compared to the total number of days in such month, with such proration to include appropriate adjustments for any funds taken away from
the Advisor’s management during the month for reasons other than distributions or redemptions. 
  

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 (b) An Incentive Fee of twenty per cent (20%) (the “Incentive Fee”) of
“New High Net Trading Profits” (as hereinafter defined) generated on the Allocated Assets, including realized and unrealized gains and losses thereon, as of the close of business on the last day of each calendar quarter (the
“Incentive Measurement Date”). 
 New High Net Trading Profits (for purposes of calculating the Advisor’s
Incentive Fee only) will be computed as of the Incentive Measurement Date and will include such profits (as outlined below) since the immediately preceding Incentive Measurement Date (each an “Incentive Measurement Period”).

 New High Net Trading Profits for any Incentive Measurement Period will be the net profits, if any, from trading the Allocated Assets
during such period (including (i) realized trading profit (loss) plus or minus (ii) the change in unrealized trading profit (loss) on open positions) and will be calculated after the determination of (reduction for) the fees charged to
Series J for brokerage commissions, Series J’s transaction fees, costs attributable to the Allocated Assets or its trading activities (including without limitation exchange fees and NFA fees), the Advisor’s Management Fee, the operating
expenses for which the Allocated Assets are responsible, and any extraordinary expenses (e.g., litigation, costs or damages) paid during an Incentive Measurement Period which are specifically related to the Advisor, but before deduction of any
Incentive Fees payable during the Incentive Measurement Period. New High Net Trading Profits will not include interest earned or credited on the Allocated Assets. New High Net Trading Profits will be generated only to the extent that the
Advisor’s cumulative New 

  

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High Net Trading Profits exceed the highest level of cumulative New High Net Trading Profits achieved by the Advisor as of a previous Incentive Measurement
Date. Except as set forth below, net losses from prior quarters (including any cumulative net losses as of the close of business on November 30, 2008 with respect to Series J which the Advisor was required to recoup under the Original Agreement
must be recouped before New High Net Trading Profits can again be generated. If a withdrawal or distribution occurs or if this Agreement is terminated at any date that is not an Incentive Measurement Date, the date of the withdrawal or distribution
or termination will be treated as if it were an Incentive Measurement Date, but any Incentive Fee accrued in respect of the withdrawn assets on such date shall not be paid to the Advisor until the next scheduled Incentive Measurement Date. New High
Net Trading Profits for an Incentive Measurement Period shall exclude capital contributions to Series J in an Incentive Measurement Period, distributions or redemptions paid or payable by Series J during an Incentive Measurement Period, as well as
losses, if any, associated with redemptions, distributions, and reallocations of assets during the Incentive Measurement Period and prior to the Incentive Measurement Date (i.e., to the extent that assets are allocated away from the Advisor (through
redemptions, distributions or allocations caused by Series J), any loss carryforward attributable to the Advisor shall be reduced in the same proportion that the value of the assets allocated away from the Advisor comprises the value of the
Allocated Assets prior to such allocation away from the Advisor. In calculating New High Net Trading Profits, incentive fees paid for a previous Incentive Measurement Period will not reduce cumulative New High Net Trading Profits in subsequent
periods. 
  

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 Any net gains that have accumulated since the most recent Incentive Measurement Date under the Original
Agreement (September 30, 2008) shall be carried forward to the next Incentive Measurement Date commencing with this Agreement. 
 Notwithstanding the foregoing, the Advisor acknowledges and agrees that 
 (c) Timing of Payment. Management Fees and
Incentive Fees shall be paid generally within fifteen (15) business days following the end of the period for which they are payable. Given that the Trading Advisor has been trading Trust assets under the Original Agreement prior to the
execution of this Agreement, the first incentive fee which may be due and owing to the Advisor in respect of any New High Net Trading Profits will be due and owing as of the end of the first calendar quarter during which the Trading Advisor began
managing the Allocated Assets under this Agreement. If an Incentive Fee shall have been paid by the Trust to the Advisor in respect of any calendar quarter and the Advisor shall incur subsequent losses on the Allocated Assets the Advisor shall
nevertheless be entitled to retain amounts previously paid to it in respect of New High Net Trading Profits. 
 (d) Fee Data. Series J
will provide the Advisor with the data used by Series J to compute the foregoing fees generally within fifteen (15) business days of the end of the relevant period. The Advisor shall be free to contest the calculations if in its reasonable
judgment they are inaccurate. 
 (e) Third Party Payments. Neither the Advisor, nor any of its officers, directors, employees or
stockholders, shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which Series J carries an account for transactions executed in Series J’s account. The parties acknowledge that a spouse of any
of the 

  

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foregoing persons may receive floor brokerage commissions in respect of trades effected pursuant to the Advisor’s Trading Approach on behalf of Series
J, which payment shall not violate the preceding sentence. 
 8. Term and Termination. 
 (a) Term. This Agreement shall commence on the date hereof and, unless sooner terminated pursuant to paragraphs (b), (c) or (d) of this
Section 8, shall continue in effect until the close of business on the last day of the month ending twelve (12) full months following the date hereof. Thereafter, unless this Agreement is terminated pursuant to paragraphs (b), (c) or
(d) of this Section 8, this Agreement shall be renewed automatically on the same terms and conditions set forth herein for successive additional twelve-month terms, each of which shall commence on the first day of the month subsequent to
the conclusion of the preceding term. Subject to Section 8(d)(iv) hereof, the automatic renewal(s) set forth in the preceding sentence hereof shall not be affected by (i) any allocation of the Allocated Assets away from the Advisor
pursuant to this Agreement, or (ii) the retention of Other Advisors following a reallocation, or otherwise. 
 (b) Automatic
Termination. This Agreement shall terminate automatically in the event that the Trust or Series J is terminated. In addition, this Agreement shall terminate automatically in the event that the Allocated Assets decline as of the end of any
business day by at least 40% from the Allocated Assets (i) as of the date hereof, or (ii) as of the first day of any calendar year, as adjusted in each instance on an ongoing basis by (A) any decline(s) in the Allocated Assets caused
by distributions, redemptions, reallocations, and withdrawals, and (B) additions to the Allocated Assets caused by additional allocations. 
  

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

  

 20 







 
receipt by the Advisor of an opinion of independent counsel satisfactory to the Advisor and Series J that by reason of the Advisor’s activities with
respect to Series J it is required to register as an investment adviser under the Investment Advisers Act of 1940 and it is not so registered; (ii) that the registration of the Managing Owner as a commodity pool operator under the CE Act or its
NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that Series J (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to
follow in its management of the Allocated Assets or (B) overrides trading instructions of the Advisor; (iv) the amount of the Allocated Assets decreases to less than $20 million as the result of redemptions, distributions,
reallocations of Allocated Assets or deleveraging initiated by Series J, but not trading losses, as of the close of business on any Friday; (v) Series J elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different
Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment
of this Agreement by Series J; (vii) there is a material breach of this Agreement by Series J or the Managing Owner and after giving written notice to Series J or the Managing Owner (as the case may be) which identifies such breach, such
material breach has not been cured within ten (10) days following receipt of such notice by Series J; or Managing Owner (as the case may be); (viii) the Advisor provides Series J with at least ninety (90) days written notice of the
Advisor’s desire and intention to terminate this Agreement; or (ix) other good cause is shown and the written consent of Series J is obtained (which shall not be withheld or delayed unreasonably). 
 (e) Termination Fees. In the event that this Agreement is terminated with respect to, or by, the Advisor pursuant to this Section 8 or Series
J allocates its assets to Other 

  

 21 







 
Advisors, the Advisor shall be entitled to, and Series J shall pay, the Management Fee and the Incentive Fee, if any, which shall be computed (i) with
respect to the Management Fee, on a pro rata basis, based upon the portion of the month for which the Advisor had the Allocated Assets under management, and (ii) with respect to the Incentive Fee, if any, as if the effective date of termination
was the last day of the then current calendar quarter. The rights of the Advisor to fees earned through the earlier to occur of the date of expiration or termination shall survive this Agreement until satisfied. 
 (f) Termination and Open Positions. Once terminated, the Advisor shall have no responsibility for existing positions, including delivery issues,
if any, which may result from such positions. 
 9. Liquidation of Positions. 
 The Advisor agrees to liquidate open positions in the amount that Series J informs the Advisor, in writing via facsimile or other equivalent means, that
Series J considers necessary or advisable to liquidate in order to (i) effect any termination or reallocation pursuant to Sections 1 or 8, respectively, or (ii) fund its pro rata share of any redemption, distribution or Series J expense.
Series J shall not, however, have authority to instruct the Advisor as to which specific open positions to liquidate, except as provided in Section 1 hereof. Series J shall provide the Advisor with such reasonable prior notice of such
liquidation as is practicable under the circumstances and will endeavor to provide at least one day prior notice. 
  

 22 







 10. Other Accounts of the Advisor. 
 (a) Management of Other Accounts and Trading Proprietary Capital. Subject to paragraph (c) of this Section 10, the Advisor shall be free
to (i) manage and trade accounts for other investors (including other public and private commodity pools), and (ii) trade for its own account, and for the accounts of its partners, shareholders, directors, officers and employees, as
applicable, using the same or other information and Trading Approach utilized in the performance of services for Series J, so long as in the Advisor’s reasonable judgment the aggregate amount of capital being managed or traded by the Adviser
does not (A) materially impair the Advisor’s ability to carry out its obligations and duties to Series J pursuant to this Agreement, or (B) create a reasonable likelihood of the Advisor having to modify materially its agreed upon
Trading Approach being used for Series J in a manner which might reasonably be expected to have a material adverse effect on Series J. The aggregate amount of capital referred to in the preceding sentence hereinafter shall be called
“Advisor’s Capacity,” and currently is estimated by the Advisor to be an additional $2 billion beyond the amount presently invested in its quantitative strategies or in the future such different amount or amounts as the
Advisor may, in its judgment, believe it can trade. The Advisor shall not be required to accept capital from Series J in an amount which exceeds $250 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 Series J pursuant to the Trading Approach being used by Series J, that it will not knowingly or deliberately favor any other account managed or controlled by it or any of its principals or affiliates
(in whole or in part) over Series J. The preceding 

  

 23 







 
sentence shall not be interpreted to preclude (i) the Advisor from charging another client fees which differ from the fees to be paid to it hereunder,
or (ii) an adjustment by the Advisor in the implementation of any agreed upon Trading Approach in accordance with the procedures set forth in Section 1 hereof which is undertaken by the Advisor in good faith in order to accommodate
additional accounts. Notwithstanding the foregoing, the Advisor also shall not be deemed to be favoring another commodity interest account over Series J’s account if the Advisor, in accordance with specific instructions of the owner of such
account, shall trade such account at a degree of leverage or in accordance with trading policies which shall be different from that which would normally be applied or if the Advisor, in accordance with the Advisor’s money management principles,
shall not trade certain commodity interest contracts for an account based on the amount of equity in such account. The Advisor, upon reasonable request and receipt of adequate assurances of confidentiality, shall provide Series J with an explanation
of the differences, if any, in performance between Series J and any other similar account pursuant to the same Trading Approach for which the Advisor or any of its principals or affiliates acts as a commodity trading advisor (in whole or in part),
provided, however, that the Advisor may, in its discretion, withhold from any such inspection the identity of the client for whom any such account is maintained. 
 (c) Inspection of Records. Upon the reasonable request of, and upon reasonable notice from, Series J or the Managing Owner, the Advisor shall permit Series J or the Managing Owner to review at the
Advisor’s offices, in each case at its own expense, during normal business hours such trading records as it reasonably may request for the purpose of confirming that Series J has been treated equitably with respect to advice rendered during the
term of this Agreement by the Advisor for other accounts managed by the Advisor, which the 

  

 24 







 
parties acknowledge to mean that Series J or the Managing Owner may inspect, subject to such restrictions as the Advisor may reasonably deem necessary or
advisable so as to preserve the confidentiality of proprietary information and the identity of its clients, all trading records of the Advisor as it reasonably may request during normal business hours. The Advisor may, in its discretion, withhold
from any such report or inspection the identity of the client for whom any such account is maintained and in any event, Series J or the Managing Owner (as applicable) shall keep all such information obtained by them from the Advisor confidential
unless disclosure thereof legally is required or has been made public. Such right will terminate one year after the termination of this Agreement and does not permit access to computer programs, records, or other information used in determining
trading decisions. 
 11. Speculative Position Limits. 
 If, at any time during the term of this Agreement, it appears to the Advisor that it may be required to aggregate Series J’s Commodities positions
with the positions of any other accounts it owns or controls for purposes of applying the speculative position limits of the CFTC, any exchange, self-regulatory body, or governmental authority, the Advisor promptly will notify Series J if Series
J’s positions under its management are included in an aggregate amount which equals or exceeds the applicable speculative limit. The Advisor agrees that, if its trading recommendations pursuant to its agreed upon Trading Approach are altered
because of the potential application of speculative position limits, the Advisor will modify its trading instructions to Series J and its other accounts in a good faith effort to achieve an equitable treatment of all accounts; to wit, the Advisor
will liquidate Commodities positions and/or limit the taking of new positions in all accounts it manages, including Series J, as nearly as possible in proportion to the assets available for trading of the respective accounts (including
“notional” 

  

 25 







 
equity) to the extent necessary to comply with applicable speculative position limits. The Advisor presently believes that its Trading Approach for the
management of Series J’s account can be implemented for the benefit of Series J notwithstanding the possibility that, from time to time, speculative position limits may become applicable. 
 12. Redemptions, Distributions. Reallocations and Additional Allocations. 
 (a) Notice. Series J agrees to give the Advisor at least one (1) business day prior notice of any proposed redemptions, exchanges,
distributions, reallocations, additional allocations, or withdrawals affecting the Allocated Assets. 
 (b) Allocations. Redemptions,
exchanges, withdrawals, and distributions of Interests shall be charged against the Allocated Assets. 
 13. Brokerage Confirmations
and Reports. 
 Series J will instruct its brokers and counterparties to furnish the Advisor with copies of all trade confirmations,
daily equity runs, and monthly trading statements relating to the Allocated Assets. The Advisor will maintain records and will monitor all open positions relating thereto; provided, however, that the Advisor shall not be responsible
for any errors by Series J’s brokers or counterparties. Series J also will furnish the Advisor with a copy of the form of all reports, including but not limited to, monthly, quarterly and annual reports, sent to the Limited Owners and copies of
all reports filed with the CFTC and the NFA. The Advisor shall, at Series J’s request, make a good faith effort to provide Series J with copies of all trade confirmations, daily equity runs, monthly trading reports or other reports sent to the
Advisor by Series J’s commodity broker regarding Series J, and in the Advisor’s possession or control, as Series J deems appropriate if Series J cannot obtain such copies on its own behalf. Upon request, Series J will provide the Advisor
with accurate information with respect to the Allocated Assets. 
  

 26 







 14. The Advisor’s Representations and Warranties. 
 The Advisor represents and warrants that: 
 (a) it has full capacity and authority to enter into this Agreement, and to provide the services required of it hereunder; 
 (b) it
will not by entering into this Agreement and by acting as a commodity trading advisor to Series J, (i) be required to take any action contrary to its incorporating or other formation documents or, to the best of its knowledge, any applicable
statute, law or regulation of any jurisdiction or (ii) breach or cause to be breached, to the best of its knowledge, any undertaking, agreement, contract statute, rule or regulation to which it is a party or by which it is bound which, in the
case of (i) or (ii), would materially limit or materially adversely affect its ability to perform its duties under this Agreement; 
 (c) it is duly registered as a commodity trading advisor under the CE Act and is a member of the NFA as a commodity trading advisor and it will maintain and renew such registration and membership during the term of this Agreement;

 (d) a copy of its most recent Commodity Trading Advisor Disclosure Document as required by Part 4 of the CFTC’s regulations has been
provided to Series J in the form of Exhibit D hereto (and Series J acknowledges receipt of such Disclosure Document) and, except as disclosed in such Disclosure Document, all information in such Disclosure Document (including, but not limited to,
background, performance, trading methods and trading systems) is 

  

 27 







 
true, complete and accurate in all material respects and is in conformity in all material respects with the provisions of the CE Act including the rules and
regulations thereunder, as well as all rules and regulations of the National Futures Association; 
 (e) assuming that the Allocated Assets
equal not more than $250 million as of the effective date of this Agreement, the amount of such assets should not, in the reasonable judgment of the Advisor, result in the Advisor being required to manage funds in an amount which will exceed
the Advisor’s Capacity; and 
 (f) neither the Advisor, nor its stockholders, directors, officers, employees, agents, principals,
affiliates, nor any of its or their respective successors or assigns: (i) shall knowingly use or distribute for any purpose whatsoever any list containing the names and/or residence addresses of, and/or other information about, the Limited
Owners; nor (ii) shall solicit any person it or they know is a Limited Owner for the purpose of soliciting commodity business from such Limited Owner, unless such Limited Owner shall have first contacted the Advisor or is already a client of
the Advisor or a prospective client with which the Advisor has commenced discussions or is introduced to or referred to the Advisor by an unaffiliated agent other than in violation of clause (i). 
 The within representations and warranties shall be continuing during the term of this Agreement, and, if at any time, any event has occurred which would
make or tend to make any of the foregoing not true in any material respect with respect to the Advisor, the Advisor promptly will notify Series J in writing thereof. 
  

 28 







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

 Each of the Managing Owner and Series J represents and warrants only as to itself (and, further, provided that only the Managing Owner
is making the representations and warranties in Section 15(c) and Section 15(e)(ii), and only Series J is making the representations and warranties in Section 15(e)(i)) that: 
 (a) each has the full capacity and authority to enter into this Agreement and to perform its obligations hereunder; 
 (b) it will not (i) be required to take any action contrary to its incorporating or other formation documents or any applicable statute, law or
regulation of any jurisdiction or (ii) breach or cause to be breached (A) any undertaking, agreement, contract, statute, rule or regulation to which it is a party or by which it is bound or (B) any order of any court or governmental
or regulatory agency having jurisdiction over it, which in the case of (i) or (ii) would materially limit or materially adversely affect the performance of its duties under this Agreement; 
 (c) it is registered as a commodity pool operator under the CE Act and is a commodity pool operator member of the NFA, and it will maintain and renew
such registration and membership during the term of this Agreement; 
 (d) this Agreement has been duly and validly authorized, executed and
delivered, and is a valid and binding agreement, enforceable against each of them, in accordance with its terms; and 
  

 29 







 (e) on the date hereof, it is, and during the term of this Agreement, it will be (i) in the case of
Series J, in good standing under the laws of the State of Delaware, and in good standing and qualified to do business in each jurisdiction in which the nature and conduct of its business requires such qualification and where the failure to be so
qualified would materially adversely affect its ability to perform its obligations under this Agreement, and (ii) in the case of the Managing Owner, a duly formed and validly existing corporation, in each case, in good standing under the laws
of the State of Delaware and in good standing and qualified to do business in each jurisdiction in which the nature and conduct of its business requires such qualification and where the failure to be so qualified would materially adversely affect
its ability to perform its obligations under this Agreement. 
 The within representations and warranties shall be continuing during the term
of this Agreement, and, if at any time, any event has occurred which would make or tend to make any of the foregoing not true in any material respect, Series J in the case of its representations and warranties, and the Managing Owner in the case of
its representations and warranties, promptly will notify the Advisor in writing. 
 16. Assignment. 
 This Agreement may not be assigned by any of the parties hereto without the express prior written consent of the other parties hereto, except that the
Advisor need not obtain the consent of any Other Advisor. 
  

 30 







 17. Successors. 
 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and permitted assignees of each of them, and no
other person (except as otherwise provided herein) shall have any right or obligation under this Agreement. The terms “successors” and “assignees” shall not include any purchasers, as such, of Interests. 
 18. Amendment or Modification or Waiver. 
 (a) Changes to Agreement. This Agreement may not be amended or modified, nor may any of its provisions be waived, except upon the prior written consent of the parties hereto, except that an amendment to, a
modification of, or a waiver of any provision of the Agreement as to the Advisor need not be consented to by any Other Advisor. 
 (b) No
Waiver. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given. 
 19. Notices. 
 Except as
otherwise provided herein, all notices required to be delivered under this Agreement shall be effective only if in writing and shall be deemed given by the party required to provide notice when received by the party to whom notice is required to be
given and shall be delivered personally or by registered mail, postage prepaid, return receipt requested, or by telecopy, as follows (or to such other address as the party entitled to notice shall hereafter designate by written notice to the other
parties): 
 If to the Managing Owner or Series J: 
 Preferred Investment Solutions Corp. 
 900 King Street, Suite 100 
 Rye Brook, NY 10573 
 Attention: General
Counsel 
 Facsimile: (914) 307 – 4045 
 E-mail: legaldept@kenmar-us.com 
  

 31 







 and in either case with a copy to: 
 Alston & Bird LLP 
 90 Park Avenue

 New York, New York 10016 
 Attention: Timothy P. Selby, Esq. 
 Facsimile: (212) 210-9494 
 E-mail: timothy.selby@alston.com 
 If to
the Advisor: 
 Graham Capital Management, L.P. 
 40 Highland Avenue 
 Rowayton, CT 06853 
 Attention: Isaac Finkle 
 Facsimile:
(203) 899-3500 
 With a copy to: 
 Graham Capital Management, L.P. 
 40 Highland Avenue 
 Rowayton, CT 06853 
 Attention: Paul Sedlack

 Facsimile: (203) 899-3500 
  

 32 







 20. Governing Law. 
 Each party agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the
conflict of laws principles thereof. 
 21. Survival. 
 The provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect.

 22. Promotional Literature. 
 Each party agrees that prior to using any promotional literature in which reference to the other parties hereto (other than Other Advisors) is made, it shall furnish in advance a copy of such information to the other
parties and will not make use of any promotional literature containing references to such other parties to which such other parties object, except as otherwise required by law or regulation. 
 23. No Liability of Limited Owners. 
 This Agreement has been made and executed by and on behalf of Series J, and the obligations of Series J and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners, individually, but rather, are binding only
upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner. 
  

 33 







 24. Headings. 
 Headings to sections herein are for the convenience of the parties only, and are not intended to be or to affect the meaning or interpretation of this Agreement. 
 25. Complete Agreement. 
 Except as otherwise provided herein, this Agreement and the Representation Agreement constitute the entire agreement between the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be
binding upon the parties hereto. 
 26. Counterparts. 
 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall
constitute one original instrument. 
 27. Arbitration, Remedies. 
 Each party hereto agrees that any dispute relating to the subject matter of this Agreement shall be settled and determined by arbitration in the City of
New York pursuant to the rules of the NFA or, if the NFA should refuse to accept the matter, the American Arbitration Association. 
 [Remainder of page left blank intentionally.] 
  

 34 







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

			
	WORLD MONITOR TRUST III- SERIES J
		
	By:	 	 PREFERRED INVESTMENT SOLUTIONS
 CORP., its sole Managing Owner

		
	By:	 	 /s/ Esther E. Goodman

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

	Name:	 	Esther E. Goodman
	Title:	 	Chief Operating Officer and Senior Executive Vice President
	
	GRAHAM CAPITAL MANAGEMENT, L.P.
		
	By:	 	 /s/ Paul Sedlack

	Name:	 	Paul Sedlack
	Title:	 	Chief Executive Officer


  

 35 







 EXHIBIT A 
 TRUST TRADING APPROACH 
 GLOBAL DIVERSIFIED PROGRAM AT 150% LEVERAGE 
 The Advisor will make its trading decisions for Series J according to its Global Diversified Program at 150% Leverage as described in Exhibit D as amended from time to
time and will trade the Allocated Assets at a trading level of 1.5 times the Allocated Assets. 
 [Remainder of page left blank
intentionally.] 
  

 A-1 







 EXHIBIT B 
 TRADING LIMITATIONS AND POLICIES 
 The following limitations and policies are applicable to
assets representing the Allocated Assets as a whole and at the outset to the Advisor individually; since the Advisor initially will manage 33.33% of Series J’s Allocated Assets, such application of the limitations and policies is identical
initially for Series J and the Advisor. The Advisor sometimes may be prohibited from taking positions for the Allocated Assets which it would otherwise acquire due to the need to comply with these limitations and policies. Series J will monitor
compliance with the trading limitations and policies set forth below, and it may impose additional restrictions (through modification of such limitations and policies) upon the trading activities of the Advisor, as it, in good faith, deems
appropriate in the best interests of Series J, subject to the terms of the Advisory Agreement. 
 Series J will not approve a material change
in the following trading limitations and policies without obtaining the prior written approval of Limited Owners owning more than 50% of Interests in the other Series. Series J may, however, impose additional trading limitations on the trading
activities of Series J without obtaining such approval if Series J or the Managing Owner determines such additional limitations to be necessary in the best interests of Series J. 
 Trading Limitations 
 The Advisor will not: (i) engage in pyramiding its commodities positions
(i.e., the use of unrealized profits on existing positions to provide margin for the acquisition of additional positions in the same or a related commodity provided, however, unrealized profits may be 

  

 B-1 







 
considered in determining the current Allocated Assets) but may take into account open trading equity on existing positions in determining generally whether
to acquire additional commodities positions; (ii) borrow or loan money (except with respect to the initiation or maintenance of commodities positions or obtaining lines of credit for the trading of forward currency contracts; provided, however,
that Series J is prohibited from incurring any indebtedness on a non-recourse basis); (iii) permit rebates to be received by Series J or its affiliates, or permit Series J or any affiliate to engage in any reciprocal business arrangements which
would circumvent the foregoing prohibition; (iv) permit the Advisor to share in any portion of the commodity brokerage fees paid by Series J; (v) commingle its assets, except as permitted by law; or (vi) permit the churning of its
commodity accounts. 
 The Advisor will conform in all respects to the rules, regulations and guidelines of the markets on which its trades
are executed. 
 Trading Policies 
 Subject to the foregoing limitations, the Advisor has agreed to abide by the trading policies of Series J, which currently are as follows: 
 (1) Allocated Assets will generally be invested in contracts which are traded in sufficient volume which, at the time such trades are initiated, are reasonably expected to permit entering and liquidating positions. 
 (2) Stop or limit orders may, in the Advisor’s discretion, be given with respect to initiating or liquidating positions in order to attempt to limit
losses or secure profits. If stop or limit orders are used, no assurance can be given, however, that the clearing broker will be able to liquidate a position at a specified stop or limit order price, due to either the volatility of the market or the
inability to trade because of market limitations. 
  

 B-2 







 (3) Series J generally will not initiate an open position in a futures contract (other than a cash
settlement contract) during any delivery month in that contract, except when required by exchange rules, law or exigent market circumstances. This policy does not apply to forward and cash market transactions. 
 (4) Series J may occasionally make or accept delivery of a commodity including, without limitation, currencies. Series J also may engage in EFP
transactions involving currencies and metals and other commodities. 
 (5) Series J may, from time to time, employ trading techniques such as
spreads, straddles and conversions. 
 (6) Series J will not initiate open futures or
option positions which would result in net long or short positions requiring as margin or premium for outstanding positions in excess of 15% of the Allocated Assets for any one commodity, or in excess of 66  2/3% of the Allocated Assets for all commodities combined. Under certain market conditions, such as an inability to liquidate open
commodities positions because of daily price fluctuations, Series J may be required to commit the Allocated Assets as margin in excess of the foregoing limits and in such case Series J will cause the Advisor to reduce its open futures and option
positions to comply to these limits before initiating new commodities positions. 
 (7) To the extent Series J engages in transactions
in forward currency contracts other than with or through UBS Securities LLC, or its affiliates, Series J will only 

  

 B-3 







 
engage in such transactions with or through a bank or financial institution which as of the end of its last fiscal year had an aggregate balance in its
capital, surplus and related accounts of at least $100 million, as shown by its published financial statements for such year, and through other broker-dealer firms with an aggregate balance in its capital, surplus and related accounts of at least
$50 million. 
 [Remainder of page left blank intentionally.] 
  

 B-4 







 EXHIBIT C 
 REPRESENTATION AGREEMENT CONCERNING 
 THE MEMORANDUM 
 REPRESENTATION AGREEMENT (this “Agreement”) dated as of the 28th day of November, 2008, by and among WORLD MONITOR
TRUST III – SERIES J (“Series J”), a separate Series of World Monitor Trust III, a Delaware statutory trust (the “Trust”), KENMAR SECURITIES INC., a Delaware corporation (the
“Selling Agent”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Managing Owner”), and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (the
“Advisor”). 
 WITNESSETH: 
 WHEREAS, the Trust is making a private offering pursuant to Regulation D under the Securities Act of 1933, as amended (the “1933
Act”) of units of beneficial interest (the “Offering”) in the Trust (the “Interests”) issuable in multiple series of Interests (the “Series”), each separately
managed by a different professional commodity trading advisor through the Selling Agent, and in connection therewith, the Trust has prepared a private placement memorandum ((which private placement memorandum, in final form, together with all
amendments and supplements thereto, shall be referred to as the “Memorandum”); and 
 WHEREAS, Series J and
the Managing Owner entered into an amended and restated advisory agreement with the Advisor, dated as of November 28, 2008 (the “Advisory Agreement”), pursuant to which the Advisor has agreed to act as a commodity
trading advisor to Series J; and 
  

 C-1 







 WHEREAS, the parties hereto wish to set forth their duties and obligations to each other with
respect to the Memorandum as of its effective date and each closing date of the Offering (each, a “Closing Date)”). 
 NOW, THEREFORE, the parties agree as follows: 
 1. Representations and Warranties of the Advisor. The
Advisor hereby represents and warrants to the Selling Agent, Series J, the Trust and the Managing Owner that: 
 (a) All references in the
Memorandum as of the date of this Agreement to (i) the Advisor and its affiliates and the controlling persons, shareholders, directors, officers and employees of any of the foregoing, (ii) the Advisor’s Trading Approach (as defined in
the Advisory Agreement) and (iii) the actual past performance of discretionary accounts directed by the Advisor or any principal thereof, including the notes to the tables reflecting such actual past performance (hereinafter referred to as the
Advisor’s “Past Performance History”) are complete and accurate in all material respects, and as to such persons, the Advisor’s Trading Approach and the Advisor’s Past Performance History, the Memorandum
contain all information required to be included therein by the Commodity Exchange Act, as amended (the “CE Act”), and the regulations (including interpretations thereof) thereunder, and the rules and regulations of the
National Futures Association (the “NFA”) and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the
circumstances in which they were made, not misleading. The Advisor also represents and warrants as to the accuracy and completeness in all material respects of the underlying data made available by the Advisor to the Trust and the Managing Owner for
purposes of preparing the pro forma performance tables, it being understood that no 

  

 C-2 







 
representation or warranty is being made with respect to the calculations used to execute the pro forma performance tables or notes thereto. The term
“principal” in this Agreement shall have the same meaning as that term in Commodity Futures Trading Commission (the “CFTC”) Regulation § 4.10(e) under the CE Act. 
 (b) The Advisor will not distribute the Memorandum and/or the selling materials related thereto and will not engage in any general solicitation or
advertising with respect to the Offering. 
 (c) This Agreement and the Advisory Agreement have been duly and validly authorized, executed
and delivered on behalf of the Advisor and each is a valid and binding agreement enforceable in accordance with its terms. The performance of the Advisor’s obligations under this Agreement and the consummation of the transactions set forth in
this Agreement, in the Advisory Agreement and in the Memorandum as of the date of this Agreement are not contrary to the provisions of the Advisor’s formation documents, or to the best of its knowledge, any applicable statute, law or regulation
of any jurisdiction, and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order to which the Advisor is a party or by which the Advisor is bound. 
 (d) The Advisor has all governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations
under the Advisory Agreement and this Agreement and to act as described in the Memorandum as of the date of this Agreement including, without limitation, registration as a commodity trading advisor under the CE Act and membership as a commodity
trading advisor with the National Futures Association (the “NFA”) and it will maintain and renew any required licenses, registrations, approvals or memberships during the term of the Advisory Agreement. 
  

 C-3 







 (e) On the date hereof the Advisor is, and at all times during the term of this Agreement will be, a
corporation duly formed and validly existing and in good standing under the laws of its jurisdiction of incorporation and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such
qualifications and the failure to be so qualified would materially adversely affect the Advisor’s ability to perform its obligations hereunder or under the Advisory Agreement. The Advisor has full capacity and authority to conduct its business
and to perform its obligations under this Agreement, and to act as described in the Memorandum. 
 (f) Subject to adequate written assurances
of confidentiality, and as requested by the Managing Owner, the Advisor has supplied to or made available for review by the Managing Owner and the Selling Agent (and if requested by the Managing Owner and the Selling Agent to its designated auditor)
all documents, statements, agreements and workpapers requested by them relating to all accounts covered by the Advisor’s Past Performance History in the Memorandum as of the date of this Agreement which are in the Advisor’s possession or
to which it has access, provided, however, that the Advisor may, in its sole discretion, withhold from any such inspection the identity of the clients for whom any such accounts are maintained. 
 (g) Without limiting the generality of paragraph (a) of this Section 1, neither the Advisor nor any of its principals has managed, controlled
or directed, on an overall discretionary basis, the trading for any commodity account which is required by CFTC regulations to be disclosed in the Memorandum as of the date of this Agreement which is not set forth in the Memorandum as required.

  

 C-4 







 (h) The Advisor does not provide any services to any persons or conduct any business involving advice
with respect to investments other than Commodities (as defined in the Advisory Agreement), except as has been disclosed in writing to the Managing Owner. The Advisor is not required to be registered as an investment adviser under the United States
Investment Advisers Act of 1940, as amended (the “Advisers Act”), but voluntarily may so register in the future. 
 (i) As of the date hereof, there has been no material adverse change in the Advisor’s Past Performance History as set forth the Memorandum under the caption “GRAHAM CAPITAL MANAGEMENT, L.P.” which has not been communicated in
writing to and received by the Managing Owner and the Selling Agent or their counsel. 
 (j) Except for subsequent performance, as to which
no representation 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. 
 (k) Except as disclosed in the Memorandum, there is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding
before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Advisor or its principals is a party, or to which any of the assets of the Advisor is subject which 

  

 C-5 







 
reasonably might be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Advisor or
which reasonably might be expected to materially adversely affect any of the material assets of the Advisor or which reasonably might be expected to (A) impair materially the Advisor’s ability to discharge its obligations to Series J or
(B) result in a matter which would require disclosure in the Memorandum; furthermore, the Advisor has not received any notice of an investigation by (i) the NFA regarding non-compliance with its rules or the CE Act, (ii) the CFTC
regarding non-compliance with the CE Act, or the rules and regulations thereunder, or (iii) any exchange regarding non-compliance with the rules of such exchange which investigation reasonably might be expected to materially impair the
Advisor’s ability to discharge its obligations under this Agreement or the Advisory Agreement. 
 2. Covenants of the
Advisor. If, at any time during the term of the Advisory Agreement, the Advisor discovers any fact, omission, event or that a change of circumstances has occurred, which would make the Advisor’s representations and warranties in
Section 1 of this Agreement inaccurate or incomplete in any material respect, or which might reasonably be expected to render the Memorandum, with respect to (i) the Advisor or its principals, (ii) the Advisor’s Trading Approach,
or (iii) the Advisor’s Past Performance History, untrue or misleading in any material respect, the Advisor will provide prompt written notification to Series J, the Managing Owner 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 notification shall be cause for Series J to terminate the Advisory Agreement with the Advisor on prior written notice to the Advisor. The Advisor also agrees that, during the term of the 

  

 C-6 







 
Advisory Agreement, from and after the date of the Memorandum and for so long as Interests in the Trust are being offered, it will provide the Selling Agent,
the Trust and the Managing Owner with updated month-end information relating to the Advisor’s Past Performance History, as required to be disclosed in the performance tables relating to the performance of the Advisor in the Memorandum under the
caption “GRAHAM CAPITAL MANAGEMENT, L.P.” beyond the periods disclosed therein. The Advisor shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated
information relates and the information is available to it. 
 3. Modification of Memorandum. If any event or circumstance
occurs as a result of which it becomes necessary, in the judgment of the Managing Owner and the Selling Agent, to amend or to supplement the Memorandum in order to make the Memorandum not materially misleading in light of the circumstances existing
at the time it is delivered to a subscriber, or if it is otherwise necessary in order to permit the Trust to continue to offer its Interests subject to the limitations set forth in the Advisory Agreement, the Advisor will furnish such information
with respect to itself and its principals, as well as its Trading Approach and Past Performance History as the Managing Owner or the Selling Agent may reasonably request, and will cooperate to the extent reasonably necessary in the preparation of
any required amendments or supplements to the Memorandum. 
 4. Advisor’s Closing Obligations. On or prior to the Closing
Date with respect to the offering the Interests, only if requested by the Managing Owner, (each a “Closing Date”), the Advisor shall deliver or cause to be delivered, at the expense of the Advisor, to the Selling Agent, the
Trust, Series J and the Managing Owner, the reports, certificates, documents and opinions described below addressed to them and, except as may be set forth below, dated the 

  

 C-7 







 
Closing Date (provided that the Advisor shall not be obligated to provide either a certificate of good standing or an opinion of its counsel more frequently
than once per annum absent good cause shown). 
 (a) A report from the Advisor which shall present, for the period from the date after the
last day covered by the Advisor’s Past Performance History as set forth under “GRAHAM CAPITAL MANAGEMENT, L.P.” in the Memorandum to the latest practicable month-end before the Closing Date, figures which shall show the actual past
performance of the Advisor (or, if such actual past performance information is unavailable, then the estimated past performance) for such period, and which shall certify that, to the best of the Advisor’s knowledge, such figures are complete
and accurate in all material respects. 
 (b) A certificate of the Advisor in the form proposed prior to the Closing Date by counsel to the
Selling Agent, the Trust, Series J and the Managing Owner, with such changes in such form as are proposed by the Advisor or its counsel and as are acceptable to the Selling Agent, the Trust, Series J and the Managing Owner and their counsel so as to
make such form mutually acceptable to the Selling Agent, the Trust, Series J, the Managing Owner, the Advisor, and their respective counsel, to the effect that: 
 (i) The representations and warranties of the Advisor in Section 1 of this Agreement above are true and correct in all material
respects on the date of the certificate as though made on such date. 
 (ii) Nothing has come to the Advisor’s attention
which would cause the Advisor to believe that the Memorandum, as amended or supplemented from time to time, with respect to the Advisor, or its affiliates, and controlling persons, 

  

 C-8 







 
shareholders, directors, officers or employees of any of the foregoing, or with respect to the Advisor’s Trading Approach or Past Performance History,
contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. 
 (iii) The Advisor has performed all covenants and agreements herein contained to be performed on its part at or prior to the Closing Date.

 (c) A certificate of the Advisor (together with such supporting documents as are set forth in such certificate), in the form proposed
prior to the Closing Date by counsel to the Selling Agent, the Trust, Series J and the Managing Owner, with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to the Selling Agent, the Trust, Series J and the
Managing Owner and their counsel so as to make such form mutually acceptable to the Selling Agent, the Trust, Series J, the Managing Owner, the Advisor and their respective counsel, with respect to, (i) the continued effectiveness of the
organizational documents of the Advisor, (ii) the continued effectiveness of the Advisor’s registration as a commodity trading advisor under the CE Act and membership as a commodity trading advisor with the NFA and (iii) the
incumbency and genuine signature of the President and Secretary of the Advisor. 
 (d) A certificate from the state of formation of the
Advisor, to be dated at, on or around the Closing Date, as to its formation and good standing. 
 5. Advisor
Acknowledgements. The Advisor acknowledges that it may be a condition to each closing under 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 Performance History of the Advisor as set forth in the Selling Agreement. 
  

 C-9 







 6. Representations and Warranties of Series J and the Managing Owner. The Managing
Owner hereby only represents and warrants as to itself and on behalf of the Trust (as applicable), and Series J hereby only represents and warrants as to itself, to the Advisor that: 
 (a) On the date hereof (i) the Trust is, and at all times during the term of this Agreement and the Advisory Agreement will be, a duly formed and
validly existing statutory trust in good standing under the laws of the State of Delaware, and is, and at all times during the term of this Agreement and the Advisory Agreement will be, in good standing and qualified to do business in each
jurisdiction in which the nature or conduct of its business requires such qualifications and in which the failure to be so qualified materially adversely would affect its ability to perform its obligations under this Agreement and to operate as
described in the Memorandum, and (ii) the Managing Owner is, and at all times during the term of this Agreement and the Advisory Agreement will be, a duly formed and validly existing corporation in good standing under the laws of the State of
Delaware, and is, and at all times during the term of this Agreement and the Advisory Agreement will be, in good standing and qualified to do business as a foreign corporation in each other jurisdiction in which the nature or conduct of its business
requires such qualifications and in which the failure to be so qualified materially adversely would affect its ability to act as Managing Owner of the Trust and to perform its obligations hereunder and under the Advisory Agreement, and each of
Series J, the Trust and the Managing Owner has full capacity and authority to conduct its business and to perform its obligations under this Agreement and the Advisory Agreement (as the case may be), and to act as described in the Memorandum as of
the Closing Date. 
  

 C-10 







 (b) Each of this Agreement and the Advisory Agreement has been duly and validly authorized, executed and
delivered on behalf of Series J and the Managing Owner, is a valid and binding agreement of Series J and the Managing Owner, and is enforceable in accordance with its terms. This Agreement has been duly and validly authorized, executed and delivered
on behalf of the Trust, is a valid and binding obligation of the Trust, and is enforceable in accordance with its terms. The performance of Series J’s, the Managing Owner’s and the Trust’s obligations under this Agreement and under
the Advisory Agreement (as the case may be) and the consummation of the transactions set forth in this Agreement and the Advisory Agreement, and in the Memorandum as of the Closing Date are not contrary to the provisions of the Trust’s
Declaration of Trust and Trust Agreement (the “Trust Agreement”), or the Managing Owner’s Articles of Incorporation or By-Laws, respectively, any applicable statute, law or regulation of any jurisdiction and will not
result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which Series J, the Managing Owner or the Trust, is a party or by which Series J, the Managing Owner or the Trust is bound.

 (c) Each of the Managing Owner and the Trust (as the case may be) has obtained all required governmental and regulatory licenses,
registrations and approvals required by law as may be necessary to perform their obligations under this Agreement and under the Advisory Agreement and to act as described in the Memorandum as of the Closing Date (including, without limitation, the
Managing Owner’s registration as a commodity pool operator under the CE Act and membership as a commodity pool operator with the NFA) and will maintain and renew any required licenses, registrations, approvals and memberships required during
the term of this Agreement and the Advisory Agreement. 
  

 C-11 







 (d) Series J is not required to be registered as an investment company under the United States Investment
Company Act of 1940, as amended (the “Investment Company Act”). 
 (e) All authorizations, consents or orders of any
court, or of any federal, state or other governmental or regulatory agency or body required for the valid authorization, issuance, offer and sale of the Interests have been obtained, and, no order preventing or suspending the use of the Memorandum
with respect to the Interests has been issued by the the CFTC or the NFA. The Memorandum as of the Closing Date contain all statements which are required to be made therein, conform in all material respects with the requirements of the CE Act, and
the rules and regulations of the CFTC, thereunder, and with the rules of the NFA and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they are made, not misleading; and at all times subsequent hereto up to and including the date of termination of the offering, the Memorandum as of the Closing Date will contain all statements required to be made
therein and will conform in all material respects with the requirements of the CE Act and the rules and regulations of the CFTC thereunder, and with the rules of the NFA and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein , in light of the circumstances in which they are made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished to the Managing Owner, the Trust or to the Selling Agent by or on behalf of the Advisor for the express purpose of inclusion in the Memorandum, including, without limitation, references to
the Advisor and its affiliates and controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance History provided such references have been approved by the Advisor in
accordance with this Agreement. 
  

 C-12 







 (f) The Memorandum as of the Closing Date have been delivered to the Advisor. 
 (g) There is no pending, or to its knowledge, threatened or contemplated action, suit or proceeding before any court or arbitration panel or before or by
any governmental, administrative or self-regulatory body to which the Trust, Series J, the Managing Owner or the principals of any is a party, or to which any of the assets of any of the foregoing persons is subject, which might reasonably be
expected to result in any material adverse change in their condition (financial or otherwise), business or prospects or reasonably might be expected to affect adversely in any material respect any of their assets or which reasonably might be
expected to materially impair their ability to discharge their obligations under this Agreement or under the Advisory Agreement; and neither the Trust, Series J nor the Managing Owner has received any notice of an investigation by (i) the NFA
regarding non-compliance with NFA rules or the CE Act, (ii) the CFTC regarding non-compliance with the CE Act or the rules and regulations thereunder, or (iii) any exchange regarding non-compliance with the rules of such exchange which
investigation reasonably might be expected to materially impair the ability of each of the Trust, Series J and the Managing Owner to discharge its obligations under this Agreement or under the Advisory Agreement. 
 7. Covenants of the Managing Owner, the Trust and Series J. If, at any time during the term of the Advisory Agreement, the Managing
Owner, the Trust or Series J discovers any fact, omission, or event or that a change of circumstance has occurred which would make the 

  

 C-13 







 
Managing Owner’s, the Trust’s or Series J’s representations and warranties in Section 6 of this Agreement inaccurate or incomplete in any
material respect, Series J, the Managing Owner or the Trust, as appropriate, promptly will provide written notification to the Advisor of such fact, omission, event or change of circumstance and the facts related thereto. The Managing Owner or the
Trust shall provide the Advisor with a copy of each amendment or supplement to the Memorandum, and no amendment or supplement to the Memorandum which contains any statement or information regarding the Advisor will be filed or used unless the
Advisor has received reasonable prior notice and a copy thereof and has consented in writing to such statement or information being filed and used. 
 8. Series J’s and Managing Owner’s Closing Obligations. On or prior to the Closing Date, if Series J, the Managing Owner and the Trust have requested that the Advisor provide certificates, documents and
opinions pursuant to Section 4 of this Agreement, Series J and the Managing Owner shall deliver or cause to be delivered to the Advisor, the certificates, documents and opinions described below addressed to the Advisor and, except as may be set
forth below, dated each such Closing Date: 
 (a) Certificates of Series J and the Managing Owner in the form proposed prior to the Closing
Date by counsel to Series J and the Managing Owner with such changes in such form as are proposed by the Advisor or its counsel and are acceptable to Series J, the Managing Owner and their counsel so as to make such form mutually acceptable to
Series J, the Managing Owner, the Advisor and their respective counsel, to the effect that: 
 (i) The representations and
warranties in Section 6 of this Agreement are true and correct in all material respects on the date of the certificates as though made on such date, and 
  

 C-14 







 (ii) Series J, the Managing Owner and the Trust (as the case may be) have each performed
all covenants and agreements herein contained to be performed on their part at or prior to the Closing Date. 
 9. Survival of
Representations, Warranties and Covenants. All representations, warranties and covenants in this Agreement, or contained in certificates required to be delivered hereunder, shall survive the termination of the Advisory Agreement and this
Agreement, with respect to any matter arising while the Advisory Agreement or this Agreement was in effect. Furthermore, all representations, warranties and covenants hereunder shall inure to the benefit of each of the parties to this Agreement and
their respective successors and permitted assigns. 
 10. Indemnification. 
 (a) By the Advisor. In any action in which the Selling Agent, the Trust, Series J, Wilmington Trust Company, a Delaware corporation, in its
capacity as trustee of the Trust (in such capacity, the “Trustee”) or the Managing Owner, or their respective controlling persons, shareholders, partners, members, managers, directors, officers and/or employees of any of the
foregoing are parties, (individually and collectively, the “Sponsor Indemnified Parties”), the Advisor agrees to indemnify and hold harmless the Sponsor Indemnified Party against any loss, claim, damage, charge, liability (including
without limitation any liability arising under the CE Act) or expense (including, without limitation, reasonable attorneys’ and accountants’ fees) (“Losses”) to which the Sponsor Indemnified Parties may become
subject, to the extent that such 

  

 C-15 







 
Losses arise out of or result from (i) any misrepresentation 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 that relates to the Advisor’s past performance history; or (iii) any untrue statement or alleged untrue
statement of any material fact contained in the Memorandum or the omission or alleged omission to state in the Memorandum a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in
which they are made, not misleading in each case under this subclause (ii) 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 the Advisor or its representatives to the Trust or Managing Owner or their respective representatives for inclusion in the Memorandum and approved in writing by the Advisor in the form attached hereto as
Exhibit A, including, without limitation, all information relating to the Advisor and its affiliates, controlling persons, shareholders, directors, officers and employees, as well as to the Advisor’s Trading Approach and Past Performance
History, and including, but not limited to, any notification by the Advisor to any such person and given under this Agreement, including liabilities under the 1933 Act, the Exchange Act and the CE Act. 
 (b) Of the Advisor. In any action in which the Advisor, or its controlling persons, or any of the respective shareholders, directors, officers
and/or employees (the “Advisor Indemnified Parties”) are parties, the Managing Owner agrees (A) to indemnify and hold harmless the Advisor Indemnified Parties against any loss, claim, damage, charge, liability, or
expense (including reasonable attorneys and accountants fees) (“Advisor Losses”), insofar as such Advisor Losses arise out of or result from or are based upon (i) any actual or alleged 

  

 C-16 







 
misrepresentation or material breach of any warranty, covenant or agreement of the Trust or the Managing Owner contained in this Agreement, (ii) any
actual or alleged untrue statement of any material fact contained in the Memorandum or the actual or alleged omission to state in the Memorandum a material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they are made, not misleading. 
 (c) None of the indemnifications contained in this Section 10 shall be
applicable with respect to default judgments or confessions of judgment, or to settlements entered into by an indemnified party claiming indemnification without the prior written consent of the indemnifying party. 
 (d) Promptly after receipt by an indemnified party under this Section 10 of notice of any claim or dispute or commencement of any action or
litigation, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, notify the indemnifying party of the commencement thereof, but the omission to notify the indemnifying
party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 10 except to the extent, if any, that such failure or delay prejudiced the indemnifying party in defending against the
claim. In case any such claim, dispute, action or litigation is brought or asserted against any indemnified party, and it timely notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in
the defense therein, and to the extent that it may wish, to assume such defense thereof, with counsel specifically approved in writing by such indemnified party, such approval not to be unreasonably withheld, following notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, in which event, the indemnifying party will not be liable to such indemnified party under this Section 10 for any 

  

 C-17 







 
legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, but shall continue to be liable to the
indemnified party in all other respects as heretofore set forth in this Section 10. Notwithstanding any other provisions of this Section 10, if, in any claim, dispute, action or litigation as to which indemnity is or may be available, any
indemnified party reasonably determines that its interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, the indemnified party may retain its own counsel in connection with such claim, dispute, action or
litigation and shall continue to be indemnified by the indemnifying party for any legal or any other expenses reasonably incurred in connection with investigating or defending such claim, dispute, action or litigation. 
 (e) Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending action shall be paid by the
indemnifying party in advance of final disposition or settlement of such matter, if and to the extent that the person on whose behalf such expenses are paid shall agree in writing to reimburse the indemnifying party in the event indemnification is
not permitted under this Section 10 upon final disposition or settlement. 
 (f) The parties hereto acknowledge and agree on their own
behalf that the indemnities provided in this Agreement shall be inapplicable in the event of any loss, claim, damage, charge or liability arising out of or based upon, but limited to the extent caused by, any misrepresentation or breach of any
warranty, covenant or agreement of any indemnified party to any indemnifying party contained in this Agreement. 
 11. Limits on
Claims. The Advisor agrees that it will not take any of the following actions against the Trust: (i) seek a decree or order by a court having jurisdiction in the premises 

  

 C-18 







 
(A) for relief in respect of the Trust in an involuntary case or proceeding under the Federal Bankruptcy Code or any other federal or state bankruptcy,
insolvency, reorganization, rehabilitation, liquidation or similar law or (B) adjudging the Trust a bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the
Trust under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or of any substantial part of any of its
properties, or ordering the winding up or liquidation of any of its affairs, or (ii) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause or (iii) file an involuntary petition for
bankruptcy (collectively “Bankruptcy or Insolvency Action”). In addition, the Advisor agrees that for any obligations due and owing to it by Series J or the Trust, the Advisor will look solely and exclusively to the assets of
Series J to satisfy its claims and will not seek to attach or otherwise assert a claim against any other assets of the Trust, whether there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the
termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise. 
 12. Notices. Any
notices under this Agreement required to be given shall be effective only if given or confirmed in writing, shall be deemed given by the party providing notice when received by the party to whom notice is being given, and shall be sent certified
mail, postage prepaid, or hand delivered, to the following address, or to such other address as a party may specify by written notice to each of the other parties hereto: 
 If to the Selling Agent: 
 Kenmar Securities Inc. 
 900 King Street, Suite 100 
 Rye Brook, NY
10573 
 Attention: General Counsel 
 Facsimile: (914) 307 – 4045 
 E-mail: legaldept@kenmar-us.com 
  

 C-19 







 If to the Managing Owner, Series J or the Trust: 
 Preferred Investment Solutions Corp. 
 900
King Street, Suite 100 
 Rye Brook, NY 10573 
 Attention: General Counsel 
 Facsimile: (914) 307 – 4045 
 E-mail: legaldept@kenmar-us.com 
 and in
either case with a copy to: 
 Alston & Bird LLP 
 90 Park Avenue 
 New York, New York 10016 
 Attention: Timothy P. Selby, Esq. 
 Facsimile:
(212) 210-9494 
 E-mail: timothy.selby@alston.com 
 If to the Advisor: 
 Graham Capital Management, L.P. 
 40 Highland Avenue 
 Rowayton, CT 06853

 Attention: Isaac Finkle 
 Facsimile: (203) 899-3500 
 With a copy to: 
 Graham Capital Management, L.P. 
 40 Highland
Avenue 
 Rowayton, CT 06853 
 Attention: Paul Sedlack 
 Facsimile: (203) 899-3500 
  

 C-20 







 13. Governing Law. This Agreement shall be deemed to be made under the laws of the
State of New York applicable to contracts made and to be performed in that State and shall be governed by and construed in accordance with the laws of that State, without regard to the conflict of laws principles. 
 14. Arbitration, Remedies. Each party hereto agrees that any dispute relating to the subject matter of this Agreement shall be
settled and determined by arbitration in the City of New York pursuant to the rules of NFA or, if NFA should refuse to accept the matter, the American Arbitration Association. The parties also agree that the award of the arbitrators shall be final
and may be enforced in the courts of New York and in any other courts having jurisdiction over the parties. 
 15.
Assignment. This Agreement may not be assigned by any party without the express prior written consent of each of the other parties hereto. 
 16. Amendment or Modification or Waiver. This Agreement may not be amended or modified except by the written consent of each of the parties hereto. 
 17. Successors. Except as set forth in Section 10 of this Agreement is made solely for the benefit of and shall be binding upon
the Trust, Series J, the Managing Owner, the 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 not include any purchasers, as such, of Interests. 
 18. Survival.
The provisions of this Agreement shall survive the termination of this Agreement with respect to any matter arising while this Agreement was in effect. 
  

 C-21 







 19. No Waiver. No failure or delay on the part of any party hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any
waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given. 
 20. No Liability
of Limited Owners. This Agreement has been made and executed by and on behalf of Series J, the Trust and the Managing Owner, and the obligations of Series J, the Trust and/or the Managing Owner set forth in this Agreement are not binding
upon any of the Limited Owners, but rather, are binding only upon the assets and property of Series J, and, to the extent provided herein, upon the assets and property of the Managing Owner. 
 21. Headings. Headings to Sections in this Agreement are for the convenience of the parties only, and are not intended to be or to
affect the meaning or interpretation of this Agreement. 
 22. Complete Agreement. Except as otherwise provided herein,
this Agreement and the Advisory Agreement constitute the entire agreement among the parties with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding upon the parties hereto. 
 23. Counterparts. This Agreement may be executed in one or more counterparts, all of which, when taken together, shall be deemed to
constitute one original instrument. 
  

 C-22 







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

  

			
	WORLD MONITOR TRUST III- SERIES J
		
	By:	 	PREFERRED INVESTMENT SOLUTIONS CORP., its sole Managing Owner
		
	By:	 	 /s/ Esther E. Goodman

	Name:	 	Esther E. Goodman
	Title:	 	Chief Operating Officer and Senior Executive Vice President
	
	KENMAR SECURITIES, INC.
		
	By:	 	 /s/ Braxton Glasgow III

	Name:	 	Braxton Glasgow III
	Title:	 	Chief Executive Officer
	
	PREFERRED INVESTMENT SOLUTIONS CORP.
		
	By:	 	 /s/ Esther E. Goodman

	Name:	 	Esther E. Goodman
	Title:	 	Chief Operating Officer and Senior Executive Vice President
	
	GRAHAM CAPITAL MANAGEMENT, L.P.
		
	By:	 	 /s/ Paul Sedlack

	Name:	 	Paul Sedlack
	Title:	 	Chief Executive Officer


  

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 EXHIBIT D 
 DISCLOSURE DOCUMENT 
  

 D-1