SECOND AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT OF
WESTFIELD PARTNERS, L.L.C.
This SECOND AMENDMENT to the LIMITED LIABILITY COMPANY AGREEMENT of WESTFIELD
PARTNERS, L.L.C. (the "Company") is dated as of December 31, 1999, among WESTFIELD CAPITAL
MANAGEMENT COMPANY, INC., a Massachusetts corporation, as the Manager, and the undersigned
Members, comprising all of the Members of the Company, effective as of the date hereof.
WHEREAS, the Manager and the Members entered into a Limited Liability Company Agreement dated as of
July 7, 1999, as amended on December 1, 1999 (the "Agreement");
WHEREAS, the Manager and the Members desire to revise the Agreement to grant additional discretion to the
Manager to allocate Profit Sharing Income among the Manager and the Members;
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree and the Agreement is hereby amended as follows:
1. DEFINITIONS. Terms used herein and not otherwise defined herein are used herein as defined in the
2. AMENDED PROVISIONS. Section 6.2 of the Agreement is hereby amended in its entirety to read:
3. Except as otherwise modified hereby, all other provisions of the Agreement are hereby ratified, confirmed and
approved and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned, have executed this Second Amendment as of the date first written
Westfield Capital Management Company, Inc.
6.2 PROFIT SHARING INCOME. As of the last business day of each
fiscal year for such fiscal year, the Manager shall allocate
Profit Sharing Income as follows:
6.2.1 65 percent of the Profit Sharing Income attributable to each
Fund (or such lesser amount pursuant to Section 6.5) to the
Capital Accounts of the Members other than the Manager. The
amount of such allocation, if any, to the Capital Accoun