Prudential Bache Diversified Futures Fund L P Sample Contracts

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...
Advisory Agreement • November 13th, 2000 • Prudential Bache Diversified Futures Fund L P • Commodity contracts brokers & dealers
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Second Amended and Restated Agreement of Limited Partnership Dated as of October 1, 2004
Prudential Bache Diversified Futures Fund L P • October 7th, 2004 • Commodity contracts brokers & dealers • Delaware
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WCM POOL LLC ORGANIZATION AGREEMENT dated as of November 20, 2006
Organization Agreement • March 28th, 2008 • Diversified Futures Fund L.P. • Commodity contracts brokers & dealers • Delaware

ORGANIZATION AGREEMENT (this “Agreement”) dated as of November 20, 2006 by and among (A) the commodity pools (each, a “Member” and, collectively, the “Members”) signatory from time to time hereto, each of which (i) has as its sole managing owner or trading manager (or its functional equivalent in another type of entity) Preferred Investment Solutions Corp. (“Preferred”), a “commodity pool operator” registered with the Commodity Futures Trading Commission (the “CFTC”), (ii) is no longer engaged in the distribution of its units of beneficial interest (or equivalent common equity securities), and (iii) intends to open a trading account managed pursuant to the Diversified Program (the “WCM Program”) of Winton Capital Management Limited, United Kingdom company (“Winton”) and (B) Preferred, not as a Member, but for the limited purposes set forth herein.

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ADVISORY AGREEMENT
Advisory Agreement • March 28th, 2008 • Diversified Futures Fund L.P. • Commodity contracts brokers & dealers • Delaware

ADVISORY AGREEMENT (the “Agreement”) dated as of the 20th day of November, 2006, by and among WCM POOL LLC, a Delaware limited liability company (the “Company”), PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (the “Administrator”), and WINTON CAPITAL MANAGEMENT LIMITED, a company registered in England and Wales (the “Advisor”).

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SERVICES AGREEMENT
Services Agreement • March 28th, 2008 • Diversified Futures Fund L.P. • Commodity contracts brokers & dealers • New York

This Services Agreement (this “Agreement”), dated as of May 23, 2007 (“Effective Date”), is entered into by and between SPECTRUM GLOBAL FUND ADMINISTRATION, L.L.C., a Delaware limited liability company (the “Company”), and WCM POOL LLC, a Delaware limited liability company (the “Client”), under the following circumstances:

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PLAN AND AGREEMENT OF MERGER OF PREFERRED INVESTMENT SOLUTIONS CORP. (a Connecticut corporation) AND PREFERRED INVESTMENT SOLUTIONS CORP. (a Delaware corporation)
Plan and Agreement of Merger • January 3rd, 2006 • Diversified Futures Fund L.P. • Commodity contracts brokers & dealers

THIS PLAN AND AGREEMENT OF MERGER is made as of the 1st day of January, 2006, between PREFERRED INVESTMENT SOLUTIONS CORP., a Connecticut corporation (“PISC-CT”), and PREFERRED INVESTMENT SOLUTIONS CORP., a Delaware corporation (“PISC-DE”) (collectively, the “Companies”).

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Contract
Prudential Bache Diversified Futures Fund L P • March 31st, 2005 • Commodity contracts brokers & dealers

Please be advised that as of 12:01a.m. Friday, October 1, all the issued and outstanding shares of the capital stock of Prudential Securities Futures Management Inc. and Seaport Futures Management, Inc., (together the “Prudential Managing Owners”) of the undersigned Trusts/Fund are owned by Preferred Investment Solutions Corp. f/k/a Kenmar Advisory Corp. (the managing owner and general partner thereto collectively, the “Kenmar Managing Owner”).

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ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 28th, 2008 • Diversified Futures Fund L.P. • Commodity contracts brokers & dealers • Delaware

THIS AGREEMENT dated as of November 20, 2006 by and between WCM Pool LLC (the “Company”) and Preferred Investment Solutions Corp. (“Preferred”).

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DIVERSIFIED FUTURES FUND L.P. Second Amended and Restated Agreement of Limited Partnership Dated as of October 1, 2004
Prudential Bache Diversified Futures Fund L P • March 31st, 2005 • Commodity contracts brokers & dealers • Delaware

This Second Amended and Restated Agreement of Limited Partnership of DIVERSIFIED FUTURES FUND L.P. (the “Partnership”), made and entered into as of the 1st day of October, 2004 by and among PREFERRED INVESTMENT SOLUTIONS CORP. (formerly known as Kenmar Advisory Corp.), a Connecticut corporation, as General Partner of the Partnership, and those persons who execute a counterpart to this Agreement and are hereafter admitted to the Partnership as limited partners in accordance with the provisions hereof and whose names and addresses shall upon such admission be added to the books and records of the Partnership.

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AMENDMENT NO. 1 TO ORGANIZATION AGREEMENT OF WCM POOL LLC
Organization Agreement • March 28th, 2008 • Diversified Futures Fund L.P. • Commodity contracts brokers & dealers • Delaware

AMENDMENT NO. 1 (this “Amendment”) dated as of March 30, 2007, by and among DIVERSIFIED FUTURES FUND, L.P. (“DFFLP”), DIVERSIFIED FUTURES TRUST I (“DFTI”), KENMAR GLOBAL TRUST (“KGT”) and FUTURES STRATEGIC TRUST (“FST”) to the Organization Agreement of WCM Pool LLC dated as of November 20, 2006 (the “Agreement”).

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Prudential Equity Group, LLC One New York Plaza, 15th Floor New York, New York 10292 March 30, 2004
Prudential Bache Diversified Futures Fund L P • May 17th, 2004 • Commodity contracts brokers & dealers

Reference is hereby made to the Brokerage Agreement by and between Prudential-Bache Diversified Futures Fund L.P. (the “Fund”) and Prudential Equity Group, LLC (f/k/a Prudential Securities Incorporated (“PEG”)), dated as of October 18, 1988 (the “Agreement”).

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SERVICE AGREEMENT
Service Agreement • March 29th, 2004 • Prudential Bache Diversified Futures Fund L P • Commodity contracts brokers & dealers • New York

This service agreement (“Agreement”) is effective as of July 1, 2003 by and among the PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P. (the “Fund”), SEAPORT FUTURES MANAGEMENT INC., as the general partner of the Fund (the “General Partner”) and WACHOVIA SECURITIES, LLC (the “Service Provider”).

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Two American Lane P.O. Box 5150 Greenwich, Connecticut 06831-8150 Tel 203.861.1031 Fax 203.552.1501 Joseph J. Allessie Senior Vice President General Counsel
Prudential Bache Diversified Futures Fund L P • March 31st, 2005 • Commodity contracts brokers & dealers
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