0001193125-05-066696 Sample Contracts

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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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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