AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT OF
Exhibit
3.3
AMENDMENT
NO. 1 TO
THE
AMENDED
AND
RESTATED
DECLARATION
OF TRUST
AND
TRUST
AGREEMENT
OF
MLM
INDEX™
FUND
This
AMENDMENT ("Amendment") is made and
entered into as of the 23rd day of March, 1999 by and among MOUNT XXXXX INDEX
MANAGEMENT CORPORATION, a Delaware corporation, as grantor and manager (the
"Manager"), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee
(the “Trustee”) and the Interests Holders whose signatures appear on the
execution page hereof and who hold in the aggregate more than 10% of the
outstanding Interests of each Series as of the date hereof (exclusive of the
Interests of the Manager) (the “Signing Interest Holders”), and is made with
reference to, and pursuant to the authority granted by Section 11.1 of that
certain Amended and Restated Declaration of Trust and Trust Agreement (the
“Trust Agreement”) dated the 31st day of August, 1998, by and among the Manager,
the Trustee and the Interest Holders of the MLMIndex™
Fund
(the
“Trust”). Capitalized terms used but not defined herein shall have
the meaning assigned thereto in the Trust Agreement.
WHEREAS,
it is desired that the
management fees to be received by the Manager be revised to reflect the
management fees described in the Offering Memorandum;
NOW,
THEREFORE, the parties agree as
follows and the Manager and the Signing Interest Holders hereby direct the
Trustee, pursuant to the Trust Agreement, to execute and deliver this
Amendment:
1.
Section 4.8 shall be replaced in its entirety to read as
follows:
SECTION
4.8 Compensation to the
Manager. The Manager shall receive from the relevant Series a
management fee at an annual rate of one and one-quarter percent (1.25%) for
the
Class A-1 Unleveraged Series, one and one-half percent (1.5%) for the Class
A
Unleveraged Series, one-quarter percent (.25%) for the Class B-1 Unleveraged
Series, one-half percent (0.5%) for the Class B Unleveraged Series, one and
sixty five-one hundredths percent (1.65%) for the Class A-1 Leveraged Series,
two and eight-tenths percent (2.80%) for the Class A Leveraged Series, sixty
five-one hundredths percent (0.65%) for the Class B-1 Leveraged Series and
one
and three-tenths percent (1.3%) for the Class B Leveraged Series based upon
the
Net Asset Value of the relevant Series, determined and paid as of the first
day
of each calendar month. The Manager shall, in its capacity as an
Interest Holder, be entitled to receive allocations and distributions pursuant
to the provisions of this Trust Agreement.
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2.
A new Section 11.1(f) shall be added to the Trust Agreement to read in its
entirety as follows:
(f) Each
amendment of this Trust Agreement shall become effective 30 days after the
Manager has sent notice to all Interest Holders that the amendment has been
signed by the required parties and will become effective.
3.
This Amendment
shall be governed by, and construed in accordance with, the laws of the State
of
Delaware (without regard to principles or rules of conflicts of
laws);
4.
This Amendment may
be executed and delivered in any number of counterparts, each of which shall
be
an original, with the same effect as if all signatures were on the same
instrument.
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above
written.
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MOUNT
XXXXX INDEX MANAGEMENT
CORPORATION, as Manager
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By: /s/
Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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WILMINGTON
TRUST COMPANY, not in
its individual capacity but solely as Trustee
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By: /s/
Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Financial
Services Officer
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2
AMENDMENT
NO. 2 TO THE
AMENDED
AND
RESTATED
DECLARATION
OF TRUST
AND
TRUST
AGREEMENT
OF
MLM
INDEX™
FUND
This
AMENDMENT ("Amendment") is made and
entered into as of the 18th day of August, 2000 by and among MOUNT XXXXX
MANAGEMENT CORPORATION, a Delaware corporation, as manager (the "Manager"),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
“Trustee”) and the Interest Holders whose signatures appear on the execution
page hereof and who hold in the aggregate more than 10% of the outstanding
Interests of each Series as of the date hereof (exclusive of the Interests
of
the Manager) (the “Signing Interest Holders”), and is made with reference to,
and pursuant to the authority granted by Section 11.1 of that certain Amended
and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”)
dated the 31st day of August, 1998, by and among the Manager, the Trustee and
the Interest Holders of the MLMIndex™
Fund
(the “Trust”), as amended by
that Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of March 23, 1999. Capitalized
terms used but
not defined herein shall have the meaning assigned thereto in the Trust
Agreement.
WHEREAS,
it is desired that the first
sentence of Section 7.1(e) be amended as provided below;
NOW,
THEREFORE, the parties agree as
follows and the Manager and the Signing Interest Holders hereby direct the
Trustee, pursuant to the Trust Agreement, to execute and deliver this
Amendment:
1.
The first sentence of Section 7.1(e) shall be replaced in its
entirety to read as follows:
“The
Manager may suspend temporarily any
redemption if the effect of such redemption, either alone or in conjunction
with
other redemptions, would be to impair the relevant Series’ ability to operate in
pursuit of its objectives; provided, however, that the Manager shall only
suspend a redemption pursuant to this Section 7.1(e) if the impairment would
be
caused by a third party other than the Manager.”
2.
This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to principles
or rules of conflicts of laws);
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3.
This Amendment may be executed and delivered in
any number of counterparts, each of which shall be an original, with the same
effect as if all signatures were on the same instrument.
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above
written.
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MOUNT
XXXXX MANAGEMENT
CORPORATION, as Manager
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By:
/s/ Xxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
President
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WILMINGTON
TRUST COMPANY, not in
its individual capacity but solely as Trustee
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By:
/s/ Wilmington Trust
Company
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Name:
Wilmington Trust
Company
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Title:
Trustee
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INTEREST
HOLDERS
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4
AMENDMENT
NO. 3 TO
THE
AMENDED
ANDRESTATED
DECLARATION
OF TRUST
ANDTRUST
AGREEMENT
OF
MLMINDEX™
FUND
This
AMENDMENT (“Amendment”) is made and
entered into as of the 14th day of June, 2001 by and among MOUNT XXXXX
MANAGEMENT CORPORATION, a Delaware corporation, as manager (the “Manager”),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the
“Trustee”) and the Interest Holders whose signatures appear on the execution
page hereof and who hold in the aggregate more than 10% of the outstanding
Interests of each Series as of the date hereof (exclusive of the Interests
of
the Manager) (the “Signing Interest Holders”), and is made with reference to,
and pursuant to the authority granted by Section 11.1 of that certain Amended
and Restated Declaration of Trust and Trust Agreement dated the 31st day of
August, 1998, by and among the Manager, the Trustee and the Interest Holders
of
the MLMIndex™
Fund
(the “Trust”), as amended by
that Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of March 23, 1999and
that Amendment No. 2 to the Amended
and Restated Declaration of Trust and Trust Agreement of the Trust entered
into
as of February 2000 (as amended, the “Trust Agreement”). Capitalized
terms used but not defined herein shall have the meaning assigned thereto in
the
Trust Agreement.
WHEREAS,
it is desired that the Trust
Agreement be amended as provided below;
NOW,
THEREFORE, the parties agree as
follows and the Manager and the Signing Interest Holders hereby direct the
Trustee, pursuant to the Trust Agreement, to execute and deliver this
Amendment:
The
definition of Offering Memorandum is amended to read in its entirety as
follows:
“Offering
Memorandum means with respect
to all Series and Classes which are not offered exclusively to Qualified
Eligible Persons (as that term is defined in CFTC regulations) the relevant
Confidential Offering Memorandum of the Trust, as filed with the CFTC, as
amended or supplemented. With respect to Series and Classes which are
offered exclusively to Qualified Eligible Persons, Offering Memorandum means
the
relevant Confidential Offering Memorandum supplied to the Interest Holders
of
such Series or Classes, as amended or supplemented.”
The
following sentences shall be inserted into Section 3.1(e) after the third
sentence in such section:
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“The
Trust shall issue Interests in a separate Series entitled the “Class C Leveraged
Series”. The Class C Leveraged Series will attempt to replicate the
MLM Index™ at a leverage ratio of 3 to 1.”
The
following sentence shall be inserted into Section 4.8 after the first sentence
in such section:
“The
Manager shall receive from the
Class C Leveraged Series a management fee at an annual rate of two and five
one
hundredths percent (2.05%) based upon the Net Asset Value of such Series,
determined and paid as of the first day of each calendar
month.”
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Delaware (without regard to principles or rules of conflicts of
laws);
This
Amendment may be executed and delivered in any number of counterparts, each
of
which shall be an original, with the same effect as if all signatures were
on
the same instrument.
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IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above
written.
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MOUNT
LUCASMANAGEMENT
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CORPORATION,
as
Manager
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By:
/s/ Xxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
President
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WILMINGTON
TRUST COMPANY, not in
its individual capacity but solely as Trustee
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By:
/s/ Wilmington Trust
Company
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Name:
Wilmington Trust
Company
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Title:
Trustee
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INTEREST
HOLDERS
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AMENDMENT
NO. 4 TO
THE
AMENDED
ANDRESTATED
DECLARATION
OF TRUST
ANDTRUST
AGREEMENT
OF
MLMINDEX™
FUND
This
AMENDMENT (“Amendment”) is made and
entered into as of the 29th day of April, 2002 by and between MOUNT XXXXX
MANAGEMENT CORPORATION, a Delaware corporation, as manager (the “Manager”) and
the Interest Holders whose signatures appear on the execution page hereof and
who hold in the aggregate more than 10% of the outstanding Interests of each
Series as of the date hereof (exclusive of the Interests of the Manager) (the
“Signing Interest Holders”), and is made with reference to, and pursuant to the
authority granted by Section 11.1 of that certain Amended and Restated
Declaration of Trust and Trust Agreement dated the 31st day of August, 1998,
by
and among the Manager, the Trustee and the Interest Holders of the MLMIndex™
Fund
(the “Trust”), as amended by
that Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of March 23, 1999,
that Amendment No. 2 to the Amended
and Restated Declaration of Trust and Trust Agreement of the Trust entered
into
as of February 2000 and that Amendment No. 3 to the Amended and Restated
Declaration of Trust and Trust Agreement of the Trust entered into as of
June 14, 2001(as
amended, the “Trust
Agreement”). Capitalized terms used but not defined herein shall have
the meaning assigned thereto in the Trust Agreement.
WHEREAS,
it is desired that the Trust
Agreement be amended as provided below;
NOW,
THEREFORE, the parties agree as
follows:
1. Amendment
No. 3 to the Trust Agreement stated that the Trust would issue Interests in
a
separate Series entitled the “Class C Leveraged Series,” but the actual
intention of the parties was that such Interests be issued not in a new Series,
but rather in a new Class of the existing Leveraged Series and the parties
desire that the Trust Agreement be corrected to reflect that the Class C
Interests issued by the Trust pursuant to Amendment No. 3 were Class C Interests
in the existing Leveraged Series. In addition, the parties wish to
add a new Class to the existing Unleveraged Series and to provide that the
Manager, in its sole discretion, may, from time to time hereafter, cause the
Trust to issue additional Interests in then-existing Series and Classes, and
to
create additional Series and Classes (including additional Classes of existing
Series) and issue Interests therein, and such additional Interests, Series
and
Classes may, in the sole discretion of the Manager, have different rights and
obligations and be subject to different fee structures. Accordingly,
Section 3.1(e) shall be deleted in its entirety and replaced with the
following:
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“The
Trust may issue multiple Series of Interests, and shall issue Interests only
in
designated Series. Such Series may consist of separate
Classes. The Trust currently has issued Interests only in the
Unleveraged Series and the Leveraged Series. The Unleveraged Series
will attempt to replicate the MLM Index™ at a leverage ratio of 1 to 1, and the
Leveraged Series shall trade the MLM Index™ at a leverage ratio of 3 to
1. Within the Unleveraged Series, the Trust has currently issued the
following classes of Interests: Class A-1, Class B-1, Class A and
Class B. Within the Leveraged Series, the Trust has currently issued
the following classes of Interests: Class A-1, Class B-1, Class A,
Class B and Class C. The Trust will issue Class C Interests in the
Unleveraged Series. The Manager, in its sole discretion, may, from
time to time hereafter, cause the Trust to (i) issue additional Interests in
then-existing Series and Classes, and (ii) create additional Series and Classes
(including additional Classes of existing Series) and issue Interests
therein. Such additional Interests, Series and Classes may, in the
sole discretion of the Manager, have different rights and obligations and be
subject to different fee structures, all of which shall be documented in writing
by the Manager. The Trust will maintain separate and distinct records
for each Series and the assets associated with each such Series shall be held
and accounted for separately from the other assets of the Trust and of any
other
Series thereof. The debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only and not
against the assets of the Trust generally or the assets of any other
Series.”
2. Section
4.8 shall be replaced in its entirety to read as follows:
“The
Manager shall receive from the
relevant Class of each Series a management fee at an annual rate of one and
one-quarter percent (1.25%) for Class A-1 of the Unleveraged Series, one and
one-half percent (1.5%) for Class A of the Unleveraged Series, one-quarter
percent (.25%) for Class B-1 of the Unleveraged Series, one-half percent (0.5%)
for Class B of the Unleveraged Series, one percent (1%) for Class C of the
Unleveraged Series, one and sixty five-one hundredths percent (1.65%) for Class
A-1 of the Leveraged Series, two and eight-tenths percent (2.80%) for Class
A of
the Leveraged Series, sixty five-one hundredths percent (0.65%) for Class B-1
of
the Leveraged Series, one and three-tenths percent (1.3%) for Class B of the
Leveraged Series and two and five one hundredths percent (2.05%) for Class
C of
the Leveraged Series based upon the Net Asset Value of the relevant Class and
Series, determined and paid as of the first day of each calendar
month. The compensation to the Manager applicable to new Series or
Classes (including additional Classes of the Unleveraged Series and the
Leveraged Series) after May
30, 2002shall be as
documented by the Manager in writing. The Manager shall, in its
capacity as an Interest Holder, be entitled to receive allocations and
distributions pursuant to the provisions of this Trust
Agreement.
3. This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Delaware (without regard to principles or rules of conflicts of
laws);
4. This
Amendment may be executed and delivered in any number of counterparts, each
of
which shall be an original, with the same effect as if all signatures were
on
the same instrument.
5. The
parties confirm that this Amendment does not: (i) adversely affect any of the
rights, duties or liabilities of the Trustee; (ii) adversely affect the
limitations on liability of the Interest Holders as described in Section 8.3
of
the Trust Agreement; (iii) adversely affect the status of each Series as a
partnership for federal income tax purposes without the consent of any affected
Interest Holder; (iv) change any Interest Holder’s share of the profits or
losses of a Series without the consent of such Interest Holder; (v) extend
the
duration of the Trust and each Series; or (vi) change the provisions of Section
11.1 of the Trust Agreement. The parties also confirm that the
adoption of this Amendment (a) is for the benefit of, or not adverse to, the
interests of the existing Interest Holders which have not consented to the
Amendment, (b) is consistent with Section 4.1 of the Trust Agreement, and (c)
does not affect the allocation of profits and losses among the Interest Holders
or between the other Interest Holders and the Manager.
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IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above
written.
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MOUNT
LUCASMANAGEMENT
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CORPORATION,
as
Manager
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By: /s/
Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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INTEREST
HOLDERS:
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Interest
Holders of each relevant
Series owning more than 10% of outstanding Interests (exclusive of
the
Interests of the Manager) of each relevant Series pursuant to Powers
of
Attorney executed in favor of, and delivered to, the
Manager.
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MOUNT
LUCASMANAGEMENT
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CORPORATION
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By: /s/
Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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AMENDMENT
5 TO THE AMENDED AND RESTATED
DECLARATION
OF TRUST ANDTRUST
AGREEMENT
OF
MLMINDEX™
FUND
This
AMENDMENT (“Amendment”) is made and
entered into as of the 26th day of February, 2004 with reference to, and
pursuant to the authority granted by Section 11.1 of that certain Amended and
Restated Declaration of Trust and Trust Agreement dated the 31st day of August,
1998, by and among the Manager, the Trustee and the Interest Holders of the
MLMIndex™
Fund
(the “Trust”), as amended by
that Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of March 23, 1999,
that Amendment No. 2 to the Amended
and Restated Declaration of Trust and Trust Agreement of the Trust entered
into
as of February 2000, that Amendment No. 3 to the Amended and Restated
Declaration of Trust and Trust Agreement of the Trust entered into as of
June 14, 2001and
that that Amendment No. 4 to the
Amended and Restated Declaration of Trust and Trust Agreement of the Trust
entered into as of April
29, 2002(as amended, the
“Trust Agreement”). Capitalized terms used
but not defined herein
shall have the meaning assigned thereto in the Trust
Agreement.
WHEREAS,
it is desired that the Trust Agreement
be amended as provided below;
NOW,
THEREFORE:
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1.
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The
name of the Enhanced Series is
hereby changed to the Leveraged Series and every reference to the
Enhanced
Series in the Trust Agreement shall be amended to be a reference
to the
Leveraged Series
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2.
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This
Amendment shall be governed
by, and construed in accordance with, the laws of the State of Delaware
(without regard to principles or rules of conflicts of
laws);
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3.
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This
Amendment may be executed and
delivered in any number of counterparts, each of which shall be an
original, with the same effect as if all signatures were on the same
instrument.
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4.
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The
Manager confirms that this
Amendment does not: (i) adversely affect any of the rights, duties
or
liabilities of the Trustee; (ii) adversely affect the limitations
on
liability of the Interest Holders as described in Section 8.3 of
the Trust
Agreement; (iii) adversely affect the status of each Series as a
partnership for federal income tax purposes without the consent of
any
affected Interest Holder; (iv) change any Interest Holder’s share of the
profits or losses of a Series without the consent of such Interest
Holder;
(v) extend the duration of the Trust and each Series; or (vi) change
the
provisions of Section 11.1 of the Trust Agreement. The parties
also confirm that the adoption of this Amendment (a) is for the benefit
of, or not adverse to, the interests of the existing Interest Holders
which have not consented to the Amendment, (b) is consistent with
Section
4.1 of the Trust Agreement, and (c) does not affect the allocation
of
profits and losses among the Interest Holders or between the other
Interest Holders and the
Manager.
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IN
WITNESS
WHEREOF, the Manager has
caused this Amendment to be duly executed by its respective officer hereunto
duly authorized, as of the day and year first above
written.
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MOUNT
XXXXX MANAGEMENT
CORPORATION, as Manager
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By:
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/s/
Xxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxxx
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Title:
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President
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AMENDMENT
NO. 6 TO
THE
AMENDED
ANDRESTATED
DECLARATION
OF TRUST
ANDTRUST
AGREEMENT
OF
MLMINDEX™
FUND
This
AMENDMENT (“Amendment”) is made and
entered into as of the __th day of November, 2004 by and between MOUNT XXXXX
MANAGEMENT CORPORATION, a Delaware corporation, as manager (the “Manager”) and
the Interest Holders whose signatures appear on the execution page hereof and
who hold in the aggregate more than 10% of the outstanding Class C Interests
of
each Series as of the date hereof (exclusive of the Interests of the Manager)
(the “Signing Interest Holders”), and is made with reference to, and pursuant to
the authority granted by Section 11.1 of that certain Amended and Restated
Declaration of Trust and Trust Agreement dated the 31st day of August, 1998,
by
and among the Manager, the Trustee and the Interest Holders of the MLMIndex™
Fund
(the “Trust”), as amended by
that Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust
Agreement of the Trust entered into as of March 23, 1999,
that Amendment No. 2 to the Amended
and Restated Declaration of Trust and Trust Agreement of the Trust entered
into
as of February 2000, that Amendment No. 3 to the Amended and Restated
Declaration of Trust and Trust Agreement of the Trust entered into as of
June 14, 2001,
and that that Amendment No. 4 to the
Amended and Restated Declaration of Trust and Trust Agreement of the Trust
entered into as of April
29, 2002and that Amendment
No. 5 to the Amended and Restated Declaration of Trust and Trust Agreement
of
the Trust entered into as of February 26, 2004(as
amended, the “Trust Agreement”) (as
amended, the “Trust Agreement”). Capitalized terms used but not
defined herein shall have the meaning assigned thereto in the Trust
Agreement.
WHEREAS,
it is desired that the Trust
Agreement be amended as provided below;
NOW,
THEREFORE, the parties agree as
follows:
1. The
Manager and the Signing Interest Holders desire to amend the Trust Agreement
with respect to the Class C Interests of each Series to provide for a new fee
structure with respect to the Class C Interests and to allow the Manager to
change the fee structure with respect to the Class C Interests upon notice
to
the Class C Interest Holders and the opportunity to redeem the Class C Interests
prior to the fee change occurring.
2. With
respect to the Class C Interests Section 4.8 of the Trust Agreement is amended
to provide that the Manager shall receive a management fee at an annual rate
of
ninety one hundredths percent (0.90%) for Class C of the Unleveraged
Series and one and seventy hundredths percent (1.70%) for Class C of
the Leveraged Series.
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3. The
Signing Interest Holders hereby agree that the Manager may alter the fee
structure relating to the Class C Interests, including altering the amount
of
any administrative fees, management fees, brokerage fees or other fees charged
to the Class C Interests without obtaining the consent of the Class C Interest
Holders; provided, however, that the Manager shall not implement any alteration
to the fee structure of the Class C Interests without first providing notice
to
the Class C Interest Holders of such alteration and providing the Class C
Interest Holders with the opportunity to redeem their Class C Interests prior
to
the fee alteration being implemented.
4. This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of Delaware (without regard to principles or rules of conflicts of
laws);
5. This
Amendment may be executed and delivered in any number of counterparts, each
of
which shall be an original, with the same effect as if all signatures were
on
the same instrument.
6. The
parties confirm that this Amendment does not: (i) adversely affect any of the
rights, duties or liabilities of the Trustee; (ii) adversely affect the
limitations on liability of the Interest Holders as described in Section 8.3
of
the Trust Agreement; (iii) adversely affect the status of each Series as a
partnership for federal income tax purposes without the consent of any affected
Interest Holder; (iv) change any Interest Holder’s share of the profits or
losses of a Series without the consent of such Interest Holder; (v) extend
the
duration of the Trust and each Series; or (vi) change the provisions of Section
11.1 of the Trust Agreement. The parties also confirm that the
adoption of this Amendment (a) is for the benefit of, or not adverse to, the
interests of the existing Interest Holders which have not consented to the
Amendment, (b) is consistent with Section 4.1 of the Trust Agreement, and (c)
does not affect the allocation of profits and losses among the Interest Holders
or between the other Interest Holders and the Manager.
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above
written.
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MOUNT
LUCASMANAGEMENT
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CORPORATION,
as
Manager
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By: /s/
Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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INTEREST
HOLDERS:
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Interest
Holders of each relevant Series owning more than 10% of outstanding
Class
C Interests (exclusive of the Interests of the Manager) of each relevant
Series pursuant to Powers of Attorney executed in favor of, and delivered
to, the Manager.
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14
