Amendment to Advisory Agreement among Diversified Futures Trust I, Prudential Securities Futures Management Inc., and John W. Henry & Company, Inc.

Summary

This amendment updates the Advisory Agreement between Diversified Futures Trust I, Prudential Securities Futures Management Inc., and John W. Henry & Company, Inc. It changes the management fee to 2% per year of allocated assets and sets the incentive fee at 20% of new high net trading profits. The Advisor agrees to continue using its trading approach under the new fee structure. All other terms of the original agreement remain unchanged, and this amendment takes precedence if there are any conflicts with previous terms.

EX-10.9 2 0002.txt EXHIBIT 10.9 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 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 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