Amendment to Advisory Agreement among Prudential-Bache Diversified Futures Fund, Seaport Futures Management, and John W. Henry & Company

Summary

This amendment updates the Advisory Agreement between Prudential-Bache Diversified Futures Fund, Seaport Futures Management (the General Partner), and John W. Henry & Company (the Advisor). Effective October 1, 2000, the management fee paid to the Advisor is set at 2% per year of the assets managed, and the incentive fee is set at 20% of new high net trading profits. All other terms of the original agreement remain unchanged unless specifically modified by this amendment.

EX-10.10 2 0002.txt EXHIBIT 10.10 AMENDMENT TO ADVISORY AGREEMENT AGREEMENT made as of the 1st day of October, 2000, by and among Prudential-Bache Diversified Futures Fund, L.P., a Delaware limited partnership (the "Partnership"), Seaport Futures Management Inc., a Delaware corporation (the "General Partner") and John W. Henry & Company, Inc., a Florida corporation (the "Advisor"). WHEREAS, the parties have entered into an Advisory Agreement, dated as of June 1, 1988 (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 5(a) of the Advisory Agreement is hereby changed to 1/6 of 1% (2% per annum) of the Net Asset Value (as defined in the Partnership's Agreement of Limited Partnership) of the Partnership allocated by the General Partner to the Advisor's management as of the end of each calendar month. All other provisions of Section 5(a) remain unchanged. 1 2. Effective immediately, the Incentive Fee set forth in Section 5(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) on the Net Asset Value of the Partnership allocated by the General Partner to the Advisor's management. All other provisions of Section 5(b) remain unchanged. 3. 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. 4. To the extent that there are any conflicts between the Advisory Agreement and this Agreement, this Agreement will be controlling. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized representatives. SEAPORT FUTURES MANAGEMENT PRUDENTIAL-BACHE DIVERSIFIED INC. FUTURES FUND L.P. By: SEAPORT FUTURES By: /s/ Eleanor L. Thomas MANAGEMENT, INC., its General Partner --------------------- Name: Eleanor L. Thomas Title: President & Director By: /s/ Guy Scarpaci --------------------------- JOHN W. HENRY & COMPANY, INC. Name: Guy Scarpaci Title: Director By: /s/ Verne Sedlacek ----------------------- Name: Verne Sedlacek Title: President 2