Consent to Assignment and Assumption of Brokerage Agreement


 Exhibit 10.1 
  
 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. 
 Seaport Futures Management Inc. 
 One New York Plaza, 13th Floor 
 New York, New York 10292 
  
 Re: Consent to Assignment and Assumption of Brokerage Agreement 
  
 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”). 
  
 In connection with the transfer, effective as of January 1, 2004 (the
“Effective Date”), of PEG’s futures and derivatives business to PFDS Holdings LLC (“Holdings”), and the further transfer of that business to Prudential Financial Derivatives, LLC, a wholly-owned subsidiary of
Holdings (“PFD”), PEG hereby assigns, transfers and sets over to PFD all the rights, title and interest, powers, privileges and remedies of PEG under the Agreement, and PEG hereby delegates, and PFD hereby assumes, all duties,
liabilities and obligations of PEG under the Agreement, with the same force and effect as if PFD had been an original party to the Agreement, which assignment, delegation and assumption (the “Assignment”) shall be effective as of
12:01 a.m. on the Effective Date. As of the Effective Date, the Agreement shall be deemed to have been amended to delete all references to PEG as a party thereto and to substitute therefor references to PFD. 
  
 Any information set forth in the Agreement relating to PEG’s names and addresses
for communications between the parties shall be deemed to have been deleted and replaced by the information relating to PFD set forth below: 
  
 Prudential Financial Derivatives, LLC 
 One New York Plaza,
13th Floor 
 New York, New York 10292

 Attention: Richard H. Hulit, Jr. 
  
 The Fund hereby consents to the Assignment of the Agreement and the resulting assignment of rights and delegation of duties as set forth above. The Fund releases
PEG from any and all obligations and liabilities arising under the Agreement, excluding any obligation or liability under the Agreement arising in connection with transactions that were effected prior to the Effective Date. Further, the Fund agrees
to look solely to (a) PEG to satisfy and perform all liabilities and obligations under the Agreement arising before the Effective Date, and (b) PFD to satisfy and perform all liabilities and obligations under the Agreement arising after the
Effective Date. 






 PFD agrees that the Assignment of the Agreement to PFD will not diminish or otherwise adversely affect any of the
Fund’s rights under the Agreement, all of which are hereby ratified and confirmed and shall remain in full force and effect. This consent may be executed in any number of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. 
 PRUDENTIAL EQUITY GROUP, LLC 
  

			
	By:	 	 /s/ MICHAEL J. DUGAN        

	 	 	

	 	 	 Name: Michael J. Dugan
 Title: Chief Financial Officer



  
 PRUDENTIAL FINANCIAL
DERIVATIVES, LLC 
  

			
	By:	 	 /s/ RICHARD H. HULIT, JR.        

	 	 	

	 	 	 Name: Richard H. Hulit, Jr.
 Title: Sr. Vice President



  
 AGREED AND ACCEPTED: 

 
 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P. 
  
 By: Seaport Futures Management Inc., General Partner 
  

							
	 By:
	 	 /s/ BRIAN J. MARTIN        
	 	  	 	  
	 	 	
	 	 	 	 
	 	 	 Name: Brian J. Martin
 Title: President