EXHIBIT (k)(5)
AGREEMENT OF AMENDMENT
Dated as of August 13, 2007
Reference is made to that certain Amended and Restated Fee Letter dated
as of July 14, 2006 (as amended, restated, supplemented or modified from time to
time, the "Fee Letter") between JPMorgan Chase Bank, N.A. and Xxx Xxxxxx Senior
Loan Fund. Capitalized terms used and not defined herein shall have the meanings
assigned to them in the Fee Letter.
The parties hereto agree that, effective as of the date hereof,
paragraph 3 of the Fee Letter regarding the "Program Fee" is hereby amended by
replacing the percentage "0.20%" set forth therein with the percentage "0.13%".
This Agreement of Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
XXX XXXXXX SENIOR LOAN FUND, JPMORGAN CHASE BANK, N.A.,
as Borrower as Program Agent
By: By:
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Name: Name:
Title: Title:
