Consent to Assignment and Assumption of Brokerage Agreement


 Exhibit 10.1 
  
 Prudential Equity Group, LLC 
 One New York Plaza, 15th Floor

 New York, New York 10292 
  
 March 30, 2004 
  
 World Monitor Trust II 
 Prudential Securities Futures Management Inc. 
 One New York Plaza, 13th Floor 
 New York, New York 10292 
  

	 	Re:	Consent to Assignment and Assumption of Brokerage Agreement 

  
 Reference is hereby made to the Brokerage Agreement by and between World Monitor Trust II (the “Trust”) and Prudential Equity Group, LLC (f/k/a
Prudential Securities Incorporated (“PEG”)), dated as of September 17, 1999 (the “Agreement”). 
  
 In connection with the transfer, effective as of January 1, 2004 (the “Effective Date”), of PEG’s futures and derivatives business to PFDS
Holdings LLC (“Holdings”),and the further transfer of that business to Prudential Financial Derivatives, LLC, a wholly-owned subsidiary of Holdings (“PFD”), PEG hereby assigns, transfers and sets over to PFD
all the rights, title and interest, powers, privileges and remedies of PEG under the Agreement, and PEG hereby delegates, and PFD hereby assumes, all duties, liabilities and obligations of PEG under the Agreement, with the same force and effect as
if PFD had been an original party to the Agreement, which assignment, delegation and assumption (the “Assignment”) shall be effective as of 12:01 a.m. on the Effective Date. As of the Effective Date, the Agreement shall be deemed to
have been amended to delete all references to PEG as a party thereto and to substitute therefor references to PFD. 
  
 Any information set forth in the Agreement relating to PEG’s names and addresses for communications between the parties shall be deemed to have been deleted
and replaced by the information relating to PFD set forth below: 
  
 Prudential Financial Derivatives, LLC 
 One New York Plaza, 13th Floor 
 New York, New York 10292 
 Attention: Richard H. Hulit, Jr. 
  
 The Trust hereby consents to the Assignment of the Agreement and the resulting assignment of rights and delegation of duties as set forth above. The Trust releases
PEG from any and all obligations and liabilities arising under the Agreement, excluding any obligation or liability under the Agreement arising in connection with transactions that were effected prior to the Effective Date. Further, the Trust agrees
to look solely to (a) PEG to satisfy and perform all liabilities and obligations under the Agreement arising before the Effective Date, and (b) PFD to satisfy and perform all liabilities and obligations under the Agreement arising after the
Effective Date. 






 World Monitor Trust II 
 Prudential Securities
Futures Management Inc. 
 March 30, 2004 
 Page 2 
  
 PFD agrees that the Assignment of the Agreement to PFD will not diminish or otherwise
adversely affect any of the Trust’s rights under the Agreement, all of which are hereby ratified and confirmed and shall remain in full force and effect. This consent may be executed in any number of counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same instrument. 
  
  

			
	PRUDENTIAL EQUITY GROUP, LLC
		
	By:	 	/s/    MICHAEL J. DUGAN        
	 	 	

	 	 	 Name: Michael J. Dugan
 Title: Chief Financial
Officer



  

			
	PRUDENTIAL FINANCIAL DERIVATIVES, LLC 
		
	By:	 	/s/    RICHARD H. HULIT, JR.        
	 	 	

	 	 	 Name: Richard H. Hulit, Jr.
 Title: Sr. Vice
President



  
 AGREED AND ACCEPTED: 
  
 WORLD MONITOR TRUST II 
  
 By: Prudential Securities Futures Management Inc., Managing Owner 
  

			
		
	By:	 	/s/    BRIAN J. MARTIN        
	 	 	

	 	 	 Name: Brian J. Martin
 Title: President