Limited Liability Company Agreement

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.


WITNESSETH:


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 Agreement.


2. AMENDED PROVISIONS. Section 6.2 of the Agreement is hereb ...