AMENDMENT TO
AMENDED AND RESTATED
PRICING AND BOOKKEEPING AGREEMENT
This Amendment is made and entered into this 1st day of July, 2001 by
and between ▇▇▇▇▇ ▇▇▇ Floating Rate Limited Liability Company (the "Fund"), a
Massachusetts business trust, and ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated ("▇▇▇▇▇
▇▇▇"), a Delaware corporation.
WHEREAS, the Fund and ▇▇▇▇▇ ▇▇▇ previously entered into an Amended and
Restated Pricing and Bookkeeping Agreement dated August 3, 1999, as amended (the
"Agreement"); and
WHEREAS, the parties desire to amend the compensation provision of the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Paragraph 5 (Compensation) of the Agreement is amended and
restated in its entirety as follows:
"5. Compensation. The Fund will pay ▇▇▇▇▇ ▇▇▇ an annual fee of
$10,000, paid monthly. The Fund also shall reimburse ▇▇▇▇▇ ▇▇▇
for any and all out-of-pocket expenses and charges, including
fees payable to third parties for pricing the Fund's portfolio
securities, in performing services under this Agreement."
A copy of the document establishing the Trust is filed with the
Secretary of The Commonwealth of Massachusetts. This Agreement is
executed by officers not as individuals and is not binding upon any of
the Trustees, officers or shareholders of the Trust individually but
only upon the assets of the Fund.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed and delivered this Agreement as of the date first written
above.
▇▇▇▇▇ ▇▇▇ FLOATING RATE
LIMITED LIABILITY COMPANY
By:
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Name:
Title:
▇▇▇▇▇ ▇▇▇ & FARNHAM INCORPORATED
By:
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Name:
Title: