EXHIBIT 10(2)(a)
BELAIR CAPITAL FUND LLC
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AND
ADMINISTRATIVE AGREEMENT
THIS AMENDMENT NO. 1, dated as of January 2, 2001, to the Investment
Advisory and Administrative Agreement dated as of February 6, 1998 (the
"Agreement"), is made between the parties to the Agreement. Capitalized terms
used herein and not otherwise defined have the meanings ascribed to them in the
Agreement.
Section 2 of the Agreement is hereby amended and restated to read as
follows:
Compensation of the Adviser. For the services, payments and facilities
to be furnished hereunder by the Adviser, the Adviser shall be entitled to
receive from the Fund in respect of each month a monthly investment advisory and
administrative fee at the rate of 1/20th of 1% of the average daily gross
investment assets of the Fund, reduced by that portion of the monthly advisory
fee for such month payable by Tax-Managed Growth Portfolio which is attributable
to the value of the Fund's investment in Belvedere Capital Fund LLC (the
"Company"). The gross investment assets on any day means the value of all assets
of the Fund other than the Fund's investments in Belair Real Estate Corporation
minus the sum of the Fund's liabilities other than the principal amount of money
borrowed on such day. Such compensation shall be paid monthly in arrears on the
last business day of each month. The value of the Fund's assets shall be
computed daily in accordance with the Operating Agreement. In case of initiation
or termination of this Agreement during any month with respect to the Fund, the
fee for that month shall be based on the number of calendar days during which it
is in effect.
Except as amended hereby, the terms and conditions in the Agreement shall
remain unchanged and in full force in effect.
IN WITNESS HEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the day and year first written above.
BELAIR CAPITAL FUND LLC
BY: XXXXX XXXXX MANAGEMENT,
IT'S MANAGER
By: /s/ Xxxxxx X. Xxxxx Xx.
------------------------------------
its Executive Vice President
BOSTON MANAGEMENT AND RESEARCH
By: /s/ Xxxxxxx Gemma
------------------------------------
its Vice President
