<PAGE>
AMENDMENT TO ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of October,
2000, by and among Diversified Futures Trust I, a
Delaware business trust (the "Trust"), Prudential
Securities Futures Management Inc., a Delaware
corporation (the "Managing Owner") and John W. Henry &
Company, Inc., a Florida corporation (the "Advisor").
WHEREAS, the parties have entered into an
Advisory Agreement, dated as of September 13, 1994 (the
"Original Advisory Agreement"); and
WHEREAS, the parties entered into an agreement,
made as of January 1, 1998 (the "Extension Agreement")
which extended and amended the Original Advisory
Agreement (the Original Advisory Agreement and the
Extension Agreement shall collectively be called the
"Advisory Agreement"); and
WHEREAS, the parties wish to amend the fees
which the Advisor receives pursuant to the Advisory
Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Beginning with the Management Fee to be
paid as of the end of October 2000, the Management Fee
set forth in Section 6(a) of the Advisory Agreement is
hereby changed to 1/6 of 1% (2% per annum) of Allocated
Assets as of the last day of each calendar month. All
other provisions of Section 6(a) remain unchanged.
1
<PAGE>
2. Effective immediately, the Incentive Fee
set forth in Section 6(b) of the Advisory Agreement is
hereby changed to twenty percent (20%) of the New High
Net Trading Profits (as defined in the Advisory
Agreement) achieved on the Allocated Assets, including
realized and unrealized gains and losses thereon. All
other provisions of Section 6(b) remain unchanged.
3. Notwithstanding the fifth paragraph of
Section 1 of the Advisory Agreement, the Advisor
expressly agrees to continue to use the Advisor's
Trading Approach as described in the Advisory Agreement
at the new fee structure set forth herein.
4. In all other respects and except as herein
expressly modified, all other terms and provisions of
the Advisory Agreement remain in full force and effect.
5 To the extent that there are any conflicts
between the Advisory Agreement and this Agreement, this
Agreement will be controlling.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have
each caused this Agreement to be executed by their duly
authorized representatives.
PRUDENTIAL SECURITIES DIVERSIFIED FUTURES TRUST I
FUTURES MANAGEMENT INC.
By: PRUDENTIAL SECURITIES
FUTURES MANAGEMENT INC., its
By:______________________ Managing Owner
Name:
Title:
By:_________________________
Name:
JOHN W. HENRY & COMPANY, INC. Title:
By:_______________________
Name:
Title:
3
