Thirty Eight Hundred Fund LLC Formerlly Jerboa Funding THE FUND - Wells Fargo & Co - WFC HOLDINGS CORP

Item 6.
Name and address of each investment adviser of registrant.
Wells Capital Management Inc.

525 Market Street, 10th Floor
San Francisco, CA 94105
(Upon signing and approval of the investment advisory agreement between Wells Capital
Management and the Fund.)
THE THIRTY-EIGHT HUNDRED FUND, LLC
Management Commentary
November 30, 2009
Dear Shareholders:
This past year has been one of nearly unprecedented market volatility, followed by massive intervention by the Federal Reserve (Fed) and the
Treasury Department. The Feds sizeable residential mortgage backed securities (MBS) purchase program has helped restore order and
confidence in the market. Government sponsored lending programs, including Term Asset-Backed Securities Loan Facility (TALF),
helped jumpstart other markets such as commercial mortgage backed securities (CMBS).
The key market segments in which we have accumulated assets - MBS, CMBS, and auto lease backed securities (Auto) - have all performed well
in 2009.
MBS spreads improved dramatically on both agency-backed and non-agency/private MBS. Spread tightening was driven principally by
strong demand from the Fed purchase program and a grab for assets from a number of investors coupled with a lack of new issuance on the nonagency side. These forces narrowed spreads by as much as 75-100bp resulting in appreciation in the value of MBS held by the Fund.
Similarly, CMBS spreads narrowed in 2009 benefiting from Government support through Public Private Investment Program (PPIP) and TALF.
The CMBS components of Barclays Capital US Aggregate Index delivered +2,710 excess returns vs. US Treasuries for full year 2009.
CMBS was a strong contributor to the Funds 2009 performance.
The Auto paper market was the strongest performer for the Fund in 2009 and is the closest to what participants would call back to normal. Nominal
spreads contracted dramatically by the end of 2009; for example 3-Yr AAA Auto paper spreads narrowed by more than 600bp from year-end 2008.
This performance was reflected in the increased valuation of the Funds Auto investments.
It has become increasingly difficult, however, to source new investments with an adequate return, as overall fixed income securities rallied in price
during 2009, resulting in low current yields. This challenge is magnified, as the Funds current investment mix throws off significant monthly cash
flows.
As result of limited opportunities in the term market, we expect to carry somewhat larger portion of the Funds assets in a money market strategy.
Consequently, it is unlikely that the Fund will be able to replicate the performance of the past year.
Regards,
Wells Capital Management
1.
2.
Jerboa (from Arabic yarb' or Hebrew yarba' ) form the bulk of the membership of the family
Dipodidae. Jerboas are hopping desert rodents ... Characteristics - Burrows and Behavior
SEC Info - Wells Fargo & Co/MN - 10-K - For 12/31/06 - EX-21
Mar 1, 2007 ... Jerboa Funding, LLC. Delaware. John Laing Mortgage, LP. California .... Wells Fargo
Alaska Trust Company, National Association ...
www.secinfo.com/dsvrp.u4D9.8.htm - Cached - Similar
Wells Fargo & Co/MN 10-K For 12/31/06 EX-21

Filed On 3/1/07 11:02am ET SEC File 1-02979 Accession Number 950134-7-4518
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10-K
12/31/06
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Annual Report Form 10-K

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EX-10.(A)
EX-10.(F)
EX-12.(A)
EX-12.(B)
EX-13
EX-21
EX-23
EX-24
EX-31.(A)
EX-31.(B)
EX-32.(A)
EX-32.(B)
Description
Annual Report
Material Contract
Material Contract
Statement re: Computation of Ratios
Statement re: Computation of Ratios
Annual or Quarterly Report to Security Holders
Subsidiaries of the Registrant
Consent of Experts or Counsel
Power of Attorney
Certification per Sarbanes-Oxley Act (Section 302)
EX-21 Subsidiaries of the Registrant
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EX-21 Subsidiaries of the Registrant

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EXHIBIT 21
SUBSIDIARIES OF THE PARENT
The following is a list of the direct and indirect subsidiaries of the Parent as of December 31, 2006:
Subsidiary
1st Capital Mortgage, LLC
A.G. Edwards Mortgage, LLC
ACO Brokerage Holdings Corporation
Acordia Brokerage Services, Ltd.
Acordia Management Services Ltd.
Acordia Northeast, Inc.
Acordia of Indiana, Inc.
Acordia of Virginia Insurance Agency, Inc.
Acordia Services, Inc.
Acordia Southeast, Inc.
Advance Mortgage
Advantage Home Mortgage, LLC
Advantage Mortgage Partners, LLC
Alano Funding, LLC
Alaska Best Mortgage, LLC
Alces Funding, LLC
Alliance Home Mortgage, LLC
Alopekis Funding, LLC
Aman Collection Service, Inc.
Amber Asset Management Inc.
Amber Mortgage, LLC
American Clearinghouse, LLC
American E & S Insurance Brokers California, Inc.
American Priority Mortgage, LLC
American Securities Company
American Securities Company of Missouri
American Securities Company of Nevada
American Securities Company of Utah
American Southern Mortgage Services, LLC
APM Mortgage, LLC
Arcturus Trustee Limited
Arizona Community Mortgage, LLC
Ashton Woods Mortgage, LLC
Aspen Delaware Funding, LLC
ATC Realty Fifteen, Inc.
ATC Realty Nine, Inc.
ATC Realty Sixteen, Inc.
Augustus Ventures, L.L.C.
Azalea Asset Management, Inc.
Bancshares Insurance Company
Belgravia Mortgage Group, LLC
Bellwether Mortgage, LLC
Benefit Mortgage, LLC
Bergamasco Funding, LLC
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Delaware
Bermuda
Bermuda
New York
Indiana
Virginia
Delaware
Mississippi
Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
South Dakota
Maryland
Delaware
Delaware
California
Delaware
California
Missouri
Nevada
Utah
Delaware
Delaware
United Kingdom
Delaware
Delaware
Delaware
California
California
California
Nevada
Delaware
Vermont
Delaware
Delaware
Delaware
Delaware
Berks Mortgage Services, LLC

BHS Home Loans, LLC
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Blackhawk Bancorporation
Blue Spirit Insurance Company
Bluebonnet Asset Management, Inc.
Brittlebush Financing, LLC
Bryan, Pendleton, Swats & McAllister, LLC
Builders Mortgage Company, LLC
Canopus Finance Trust
Capital Pacific Home Loans, LP
Capstone Home Mortgage, LLC
Carnation Asset Management, Inc.
Centennial Home Mortgage, LLC
Central Bucks Mortgage, LLC
Centurion Agency Nevada, Inc.
Centurion Casualty Company
Centurion Life Insurance Company
Certified Home Loans, LLC
Cervus Funding, L.P.
CGT Insurance Company LTD.
Charter Holdings, Inc.
Chestnut Asset Management, Inc.
CHL Home Mortgage, LLC
Choice Home Financing, LLC
Choice Mortgage Servicing, LLC
CityLife Lending Group, LLC
Collin Equities, Inc.
Colorado Mortgage Alliance, LLC
Colorado Professionals Mortgage, LLC
Columbine Asset Management, Inc.
Commerce Funding Corporation
Copper Asset Management, Inc.
Crocker Properties, Inc.
DH Financial, LLC
Dial Finance Company, Inc.
Dial National Community Benefits, Inc.
Discovery Home Loans, LLC
Dynami Mortgage, LLC
Eastdil Secured, L.L.C.
Eastern Mortgage Authority, LLC
Eaton Village Associates, Ltd. Co.
Edward Jones Mortgage, LLC
Elite Home Mortgage, LLC
Ellis Advertising, Inc.
Ennis Home Mortgage, LP
Everest Management S.A.
Express Financial & Mortgage Services, LLC
EZG Associates Limited Partnership
Falcon Asset Management, Inc.
Family Home Mortgage, LLC
Financial Resources Mortgage, LLC
Finvercon USA, Inc.
First Associates Mortgage, LLC
First Commerce Bancshares, Inc.
First Commonwealth Home Mortgage, LLC
Iowa
Vermont
Delaware
Nevada
Tennessee
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Nevada
Iowa
Missouri
Delaware
Delaware
Barbados
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
Maryland
Delaware
California
Delaware
Nevada
Nevada
Delaware
Delaware
New York
Delaware
New Mexico
Delaware
Delaware
Iowa
Delaware
Luxembourg
Delaware
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Nebraska
Delaware
Subsidiary
Bitterroot Asset Management, Inc.
Delaware
Subsidiary
First Community Capital Corporation
First Community Capital Corporation of Delaware, Inc.
First Community Capital Trust I
First Community Capital Trust II
First Community Capital Trust III
First Mortgage Consultants, LLC
First Place Financial Corporation
First Rate Home Mortgage, LLC
First Security Capital I
First Valley Delaware Financial Corporation
FIT II GP, LLC
Five Star Lending, LLC
FNL Insurance Company
Foothill Capital Corporation
Foothill Income Trust II, L.P.
Foothill Partners IV, L.P.
Foundation Mortgage Services, LLC
FP, IV GP, LLC
FPFC Management LLC
Fulton Homes Mortgage, LLC
Galliard Capital Management, Inc.
Generation Home Mortgage, LLC
Genesis Mortgage, LLC
Global General Mortgage, LLC
Gold Coast Home Mortgage
Golden Funding Company
Golden Pacific Insurance Company
Goldenrod Asset Management, Inc.
Great East Mortgage, LLC
Great Plains Insurance Company
Greater Atlanta Financial Services, LLC
Greenfield Funding, LLC
Greenridge Mortgage Services, LLC
Greylock Investments, LLC
Griffin Financial Services, LLC
GST Co.
Guarantee Pacific Mortgage, LLC
H.D. Vest Advisory Services, Inc.
H.D. Vest Insurance Agency, L.L.C.
H.D. Vest Investment Securities, Inc.
H.D. Vest Technology Services, Inc.
H.D. Vest, Inc.
HADBO Investments C.V.
Hallmark Mortgage Group, LLC
Harrier Funding, LLC
Havanese Funding, LLC
Hearthside Funding, L.P.
Hendricks Mortgage, LLC
Heritage Home Mortgage Group, LLC
Hewitt Mortgage Services, LLC
Home Services Title Reinsurance Company
Jurisdiction of
Incorporation
or Organization
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
New Mexico
Delaware
Delaware
Delaware
Delaware
Delaware
Vermont
California
Delaware
Delaware
Delaware
Delaware
New Mexico
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Cayman Islands
Vermont
Delaware
Delaware
Vermont
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Montana
Massachusetts
Texas
Texas
Texas
Netherlands
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Vermont
Subsidiary
HomeLife Financial, LLC
Homeservices Lending, LLC
Hometown Mortgage, LLC
Horizon Mortgage, LLC
Hubble Home Loans, LLC
Iapetus Funding, LLC
IBID, Inc.
Illustrated Properties Mortgage Company, LLC
Ilumina Mortgage, LLC
Insurance Risk Managers, Ltd.
Integrity Home Funding, LLC
Interwest Capital Trust I
IntraWest Asset Management, Inc.
Iris Asset Management, Inc.
Island Finance Credit Services, Inc.
Island Finance Holding Company, LLC
Island Finance New York, Inc.
Island Finance Puerto Rico, Inc.
Island Finance Sales Finance Corporation
Island Finance Sales Finance Trust
IWIC Insurance Company
Jerboa Funding, LLC

John Laing Mortgage, LP
Jones & Minear Financial Services, LLC
JTS Financial, LLC
KD Mortgage, LLC
Keller Mortgage, LLC
Leader Mortgage, LLC
Legacy Mortgage
Lincoln Building Corporation
Linear Financial, LP
Lowry Hill Investment Advisors, Inc.
M.C.E.B. Agency, Inc.
Marben Mortgage, LLC
Marigold Asset Management, Inc.
Marigold International Limited
Martinius Corporation
Master Home Mortgage, LLC
Mastiff Funding, LP
Max Mortgage, LLC
MC of America, LLC
MCIG Pennsylvania, Inc.
MCZ/Centrum Mortgage Company, LLC
Mercantile Mortgage, LLC
MJC Mortgage Company, LLC
Monument Peak, LLC
Morrison Financial Services, LLC
Mortgage 100, LLC
Mortgages On-Site, LLC
Mortgages Unlimited, LLC
Mulberry Asset Management, Inc.
Mutual Service Mortgage, LLC
National Bancorp of Alaska, Inc.
National Condo Lending, LLC
NDC Financial Services, LLC
NEC VIII, LLC
Nero Limited, LLC
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Illinois
Delaware
Delaware
Delaware
Delaware
New York
Cayman Islands
New York
Delaware
Cayman Islands
Puerto Rico
Vermont
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Colorado
Delaware
Minnesota
Ohio
Delaware
Delaware
Cayman Islands
Minnesota
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary
New West Mortgage Services, LLC
NHI Home Mortgage, LLC
North Star Mortgage Guaranty Reinsurance Company
Northern Prairie Indemnity Limited
Northwest Home Finance, LLC
Norwest Alliance System, Inc.
Norwest Equity Capital, L.L.C.
Norwest Equity Partners IV, a Minnesota Limited Partnership
Norwest Equity Partners V, a Minnesota Limited Partnership
Norwest Equity Partners VI, LP
Norwest Equity Partners VII, LP
Norwest Equity Partners VIII, LP
Norwest Financial Canada DE, Inc.
Norwest Financial Funding, Inc.
Norwest Financial Investment 1, Inc.
Norwest Financial Investment, Inc.
Norwest Financial Massachusetts
Norwest Home Improvement, Inc.
Norwest Limited LP, LLLP
Norwest Mezzanine Partners I, LP
Norwest Mezzanine Partners II, LP
Norwest Properties Holding Company
Norwest Venture Capital Management, Inc.
Norwest Venture Partners FVCI-Mauritius
Norwest Venture Partners IX, LP
Norwest Venture Partners VI, LP
Norwest Venture Partners VI-A, LP
Norwest Venture Partners VII, LP
Norwest Venture Partners VII-A, LP
Norwest Venture Partners VIII, LP
Norwest Venture Partners X, LP
Norwest Venture Partners-Mauritius
NVP Associates, LLC
Pacific Coast Home Mortgage, LLC
Pacific Northwest Bancorp
Pacific Northwest Statutory Trust I
Pageantry Mortgage, LLC
Paramount Mortgage of Polk County, LLC
Parkway Mortgage and Financial Center, LLC
PCM Mortgage, LLC
Peak Home Mortgage, LLC
Pelican Asset Management, Inc.
Peony Asset Management, Inc.
Peregrine Capital Management, Inc.
Personal Mortgage Group, LLC
Pheasant Asset Management, Inc.
Pinnacle Mortgage of Nevada, LLC
Platinum Residential Mortgage, LLC
Playground Financial Services, LLC
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Vermont
Cayman Islands
Delaware
Minnesota
Minnesota
Minnesota
Minnesota
Minnesota
Minnesota
Delaware
Delaware
Nevada
Nevada
Nevada
Massachusetts
Texas
Delaware
Minnesota
Delaware
Minnesota
Minnesota
Mauritius
Delaware
Minnesota
Delaware
Minnesota
Delaware
Delaware
Delaware
Mauritius
Delaware
Delaware
Washington
Connecticut
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Delaware
Precedent Mortgage, LLC

Premier Home Mortgage
Premium Financial Services, Inc.
Prestige Claims Service, Inc.
Primrose Asset Management, Inc.
Private Mortgage Advisors, LLC
Professional Financial Services of Arizona, LLC
Properties Mortgage, LLC
Pumi Funding, LLC
Quail Asset Management, LLC
Delaware
California
Kentucky
West Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Real Estate Financial

Real Living Mortgage, LLC
Regency Insurance Agency, Inc.
Related Financial, LLC
Reliable Finance Holding Company
Reliable Finance Holding Company, LLC
Reliable Financial Services, Inc.
Reliable Insurance Services Corp.
Residential Community Mortgage Company, LLC
Residential Home Mortgage Investment, L.L.C.
ResortQuest Mortgage, LLC
Rigil Finance, LLC
River City Group, LLC
Riverside Home Loans, LLC
Ruby Asset Management Inc.
Rural Community Insurance Agency, Inc.
Rural Community Insurance Company
Russ Lyon Mortgage, LLC
RWF Mortgage Company
RWF Mortgage, LLC
Sagebrush Asset Management, Inc.
Saguaro Asset Management, Inc.
Sapphire Asset Management Inc.
Scott Life Insurance Company
Secured Capital Corp
Security First Financial Group, LLC
SecurSource Mortgage, LLC
SelectNet Plus, Inc.
SG Group Holdings LLC
SG New York LLC
SG Pennsylvania LLC
SG Tucson LLC
Sierra Delaware Funding, LLC
Sierra Peaks Funding, LP
Silver Asset Management, Inc.
Sirius Finance, LLC
Skyline Home Mortgage, LLC
Smart Mortgage, LLC
Smith Family Mortgage, LLC
Southeast Home Mortgage, LLC
Southeast Minnesota Mortgage, LLC
Southern Ohio Mortgage, LLC
Delaware
Delaware
Minnesota
Delaware
Puerto Rico
Nevada
Puerto Rico
Puerto Rico
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Minnesota
Minnesota
Delaware
California
Delaware
Delaware
Delaware
Maryland
Arizona
California
Delaware
Delaware
West Virginia
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary
Southwest Partners, Inc.
Spring Cypress Water Supply Corporation
Stagecoach Insurance Agency, Inc.
Stagecoach Insurance Services, LLC
Stock Financial Services, LLC
Summit National Mortgage, LLC
Sunbelt Funding Services, LLC
Sundance Mortgage, LLC
Superior Guaranty Insurance Company
Superior Health Care Management, Inc.
Sutter Advisors LLC
Sweetroot Funding, LLC
Tai Mo Shan Investments Partnership
TAI Title Trust
Telomian Funding, Inc.
Texas Financial Bancorporation, Inc.
The Foothill Group, Inc.
The Trumbull Group, LLC
Tiberius Ventures, L.L.C.
TMS Funding II Limited
TMS Funding Limited
Topaz Asset Management Inc.
Touchstone Home Mortgage, LLC
Trademark Mortgage, LLC
Triple Diamond Mortgage and Financial, LLC
Two Rivers Corporation
United California Bank Realty Corporation
Valley Asset Management, Inc.
Victoria Investments, LLC
Village Communities Financial, LLC
Village Mortgage, LLC
Violet Asset Management, Inc.
Wapiti Funding, LLC
Washington Mortgage, LLC
Waterways Home Mortgage, LLC
WCI Mortgage, LLC
Wells Capital Management Incorporated
Wells Fargo Alaska Trust Company, National Association
Wells Fargo Alternative Asset Management, LLC
Wells Fargo Asia Limited
Wells Fargo Asset Management Corporation
Wells Fargo Asset Securities Corporation
Wells Fargo Auto Finance, Inc.
Wells Fargo Auto Receivables Corporation
Wells Fargo Bank Grand Junction, National Association
Wells Fargo Bank Grand Junction-Downtown, National Association
Wells Fargo Bank International
Wells Fargo Bank Northwest, National Association
Wells Fargo Bank, Ltd.
Wells Fargo Bank, National Association
Jurisdiction of
Incorporation
or Organization
California
Texas
California
Delaware
Delaware
Delaware
Delaware
Delaware
Vermont
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Minnesota
Delaware
Delaware
Nevada
Cayman Islands
Cayman Islands
Maryland
Delaware
Delaware
Delaware
Colorado
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
United States
Delaware
Hong Kong
Minnesota
Delaware
California
Delaware
United States
United States
United States
United States
California
United States
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Subsidiary
Bill Presentment Venture Member, LLC
Brokerage Services, LLC
Capital A
Capital B
Capital C
Capital Holdings, Inc.
Capital I
Capital II
Capital IV
Capital IX
Capital V
Capital VI
Capital VII
Capital VIII
Capital X
Cash Centers, Inc.
Central Bank
Century, Inc.
Community Development Corporation
Community Development Enterprises, Inc.
Credit Card Funding LLC
Credit Card Master Note Trust
Credit, Inc.
Delaware Trust Company
Energy Capital, Inc.
Equipment Finance Company
Equipment Finance, Inc.
Equity Capital, Inc.
Escrow Company, LLC
Financial Acceptance America, Inc.
Financial Acceptance, LLC
Financial Agency, Co.
Financial Alabama, Inc.
Financial Alaska, Inc.
Financial America, Inc.
Financial Arizona, Inc.
Financial Arkansas, Inc.
Financial Auto Owner Trust 2004-A
Financial Auto Owner Trust 2005-A
Financial Bank
Financial California, Inc.
Financial Canada Corporation
Financial CAR LLC
Financial Colorado, Inc.
Financial Connecticut, Inc.
Financial Corporation
Financial Corporation Canada
Financial Credit Services New York, Inc.
Financial Delaware, Inc.
Financial Florida, Inc.
Financial Funding B.V.
Financial Georgia, Inc.
Financial Guam, Inc.
Jurisdiction of
Incorporation
or Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Nevada
California
New York
Nevada
Nevada
Delaware
Delaware
Minnesota
Delaware
Texas
Canada
Minnesota
California
Iowa
Pennsylvania
Minnesota
Iowa
Alabama
Alaska
Pennsylvania
Arizona
Arkansas
Delaware
Delaware
South Dakota
Colorado
Canada
Delaware
Colorado
Connecticut
Canada
Canada
New York
Delaware
Florida
Netherlands
Iowa
Delaware
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Wells
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Fargo
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Financial
Subsidiary
Hawaii, Inc.
Hong Kong Limited
Idaho, Inc.
Illinois, Inc.
Indiana, Inc.
Information Services, Inc.
Investments, Inc.
Iowa 1, Inc.
Iowa 3, Inc.
Kansas, Inc.
Kentucky 1, Inc.
Kentucky, Inc.
Leasing Florida, LLC
Leasing, Inc.
Louisiana, Inc.
Maine, Inc.
Maryland, Inc.
Massachusetts 1, Inc.
Massachusetts, Inc.
Michigan, Inc.
Minnesota, Inc.
Mississippi 2, Inc.
Mississippi, Inc.
Missouri, Inc.
Montana, Inc.
National Bank
Nebraska, Inc.
Nevada 1, Inc.
Nevada 2, Inc.
Nevada, Inc.
New Hampshire 1, Inc.
New Hampshire, Inc.
New Jersey, Inc.
New Mexico, Inc.
New York, Inc.
North Carolina 1, Inc.
North Carolina, Inc.
North Dakota, Inc.
Ohio 1, Inc.
Ohio, Inc.
Oklahoma, Inc.
Oregon, Inc.
Pennsylvania, Inc.
Preferred Capital, Inc.
Puerto Rico, Inc.
Receivables, LLC
Resources, Inc.
Retail Credit, Inc.
Retail Services Company Canada
Retail Services, Inc.
Rhode Island, Inc.
Saipan, Inc.
Security Services, Inc.
Services Virginia, Inc.
Jurisdiction of
Incorporation
or Organization
Hawaii
Hong Kong
Idaho
Iowa
Indiana
Iowa
Nevada
Iowa
Iowa
Kansas
Kentucky
Kentucky
Florida
Iowa
Louisiana
Maine
Maryland
Massachusetts
Massachusetts
Michigan
Minnesota
Delaware
Delaware
Missouri
Montana
United States
Nebraska
Nevada
Nevada
Nevada
New Hampshire
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Carolina
North Dakota
New Hampshire
Ohio
Oklahoma
Oregon
Pennsylvania
Iowa
Delaware
Delaware
Iowa
Iowa
Canada
Iowa
Rhode Island
Delaware
Iowa
Virginia
Subsidiary
Wells Fargo Financial Services, Inc.
Wells Fargo Financial South Carolina, Inc.
Wells Fargo Financial South Dakota, Inc.
Wells Fargo Financial System Florida, Inc.
Wells Fargo Financial System Minnesota, Inc.
Wells Fargo Financial System Virginia, Inc.
Wells Fargo Financial Tennessee 1, LLC
Wells Fargo Financial Tennessee, Inc.
Wells Fargo Financial Texas, Inc.
Wells Fargo Financial Utah, Inc.
Wells Fargo Financial Vermont, Inc.
Wells Fargo Financial Virginia, Inc.
Wells Fargo Financial Washington 1, Inc.
Wells Fargo Financial Washington, Inc.
Wells Fargo Financial West Virginia, Inc.
Wells Fargo Financial Wisconsin, Inc.
Wells Fargo Financial Wyoming, Inc.
Wells Fargo Financial, Inc.
Wells Fargo Financing Corporation
Wells Fargo Foothill, Inc.
Wells Fargo Foothill, LLC
Wells Fargo Funding, Inc.
Wells Fargo Funds Distributor, LLC
Wells Fargo Funds Management (Ireland) Limited
Wells Fargo Funds Management, LLC
Wells Fargo Home Mortgage of Hawaii, LLC
Wells Fargo Housing Advisors, Inc.
Wells Fargo HSBC Trade Bank, National Association
Wells Fargo India Solutions Private Limited
Wells Fargo Institutional Funding, LLC
Wells Fargo Institutional Securities, LLC
Wells Fargo Insurance Agency of Michigan, Inc.
Wells Fargo Insurance Nevada, Inc.
Wells Fargo Insurance Services Mountain West, Inc.
Wells Fargo Insurance Services Northeast, Inc.
Wells Fargo Insurance Services Northwest, Inc.
Wells Fargo Insurance Services of Alabama, Inc.
Wells Fargo Insurance Services of Alaska, Inc.
Wells Fargo Insurance Services of Arizona, Inc.
Wells Fargo Insurance Services of Illinois, Inc.
Wells Fargo Insurance Services of Indiana, LLC
Wells Fargo Insurance Services of Kentucky, Inc.
Wells Fargo Insurance Services of Minnesota, Inc.
Wells Fargo Insurance Services of Nevada, Inc.
Wells Fargo Insurance Services of North Carolina, Inc.
Wells Fargo Insurance Services of Ohio, LLC
Wells Fargo Insurance Services of Oregon, Inc.
Wells Fargo Insurance Services of Pennsylvania, Inc.
Wells Fargo Insurance Services of Tennessee, Inc.
Wells Fargo Insurance Services of Texas, Inc.
Wells Fargo Insurance Services of West Virginia, Inc.
Wells Fargo Insurance Services Southeast, Inc.
Wells Fargo Insurance Services, Inc.
Wells Fargo Insurance Wyoming, Inc.
Wells Fargo Insurance, Inc.
Jurisdiction of
Incorporation
or Organization
Delaware
South Carolina
South Dakota
Florida
Minnesota
Virginia
Tennessee
Tennessee
Texas
Utah
Vermont
Virginia
Washington
Washington
West Virginia
Wisconsin
Wyoming
Iowa
California
California
Delaware
Minnesota
Delaware
Ireland
Delaware
Delaware
California
United States
India
Delaware
Delaware
Michigan
Nevada
Colorado
New Jersey
Washington
Alabama
Alaska
Arizona
Illinois
Indiana
Kentucky
Minnesota
Nevada
North Carolina
Ohio
Oregon
Pennsylvania
Tennessee
Texas
West Virginia
Florida
Delaware
Wyoming
Minnesota
Jurisdiction of
Incorporation
or Organization
Hong Kong
Delaware
Delaware
California
Delaware
Delaware
Minnesota
New Jersey
Delaware
Delaware
Delaware
Delaware
Minnesota
Delaware
United Kingdom
Florida
California
Delaware
Delaware
West Virginia
Delaware
Hawaii
Delaware
United States
Delaware
Delaware
Montana
Washington
Wyoming
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Subsidiary
Wells Fargo International Commercial Services Limited
Wells Fargo Investment Group, Inc.
Wells Fargo Investments, LLC
Wells Fargo of California Insurance Services, Inc.
Wells Fargo Private Client Funding, Inc.
Wells Fargo Private Investment Advisors, LLC
Wells Fargo Properties, Inc.
Wells Fargo RE, Inc.
Wells Fargo Real Estate Capital Investments, LLC
Wells Fargo Real Estate Tax Services, LLC
Wells Fargo Retail Finance II, LLC
Wells Fargo Retail Finance, LLC
Wells Fargo Rural Insurance Agency, Inc.
Wells Fargo Securities, LLC
Wells Fargo Securitisation Services Limited
Wells Fargo Servicing Solutions, LLC
Wells Fargo Small Business Investment Company, Inc.
Wells Fargo Structured Lending, LLC
Wells Fargo Student Loans Receivables I, LLC
Wells Fargo Third Party Administrators, Inc.
Wells Fargo Ventures, LLC
Wells Fargo, Ltd.
WF Deferred Compensation Holdings, Inc.
WF National Bank South Central
WF/TW Mortgage Venture, LLC
WFC Holdings Corporation
WFI Insurance Agency Montana, Inc.
WFI Insurance Agency Washington, Inc.
WFI Insurance Agency Wyoming, Inc.
WF-KW, LLC
WFLC Subsidiary, LLC
Whippet Funding, LLC
Windward Home Mortgage, LLC
Winmark Financial, LLC
Yucca Asset Management, Inc.
Dates Referenced Herein and Documents Incorporated By Reference

This 10-K Filin
g
Date
Other Fili
ngs
For The Period 12/31/ 13F-HR

Ended
06
Filed On / Filed 3/1/07 4
As Of
Top
List All
Filings
1.
Organization
The Thirty-Eight Hundred Fund, LLC (the Fund) (previously Jerboa Funding, LLC)
was formed as a limited liability company under the laws of the State of Delaware on
April 15, 2003. On December 28, 2007, the Fund changed its name and filed a registration
statement under the Investment Company Act of 1940 (the 1940 Act) as a nondiversified, closed-end management investment company. The Fund commenced full scale
investment activities on February 14, 2008. The Fund currently has one direct beneficial
owner, Thirty-Eight Hundred Investments Limited (the Feeder Fund), a Cayman
Islands exempted company, that owns all of the outstanding common shares. In turn, all
of the common shares are indirectly beneficially owned by Wells Fargo & Company
(Wells Fargo). The Feeder Fund may from time to time make additional paid-in capital
contributions to the Fund without receiving additional common shares. These additional
capital contributions are reflected on the Statements of Changes in Net Assets as
contributed additional paid-in capital. The Fund has no present intention of offering
additional common shares.
The Funds primary investment objective is to maximize total returns while seeking to
maintain relative stability of principal and adequate liquidity.
Thirty Eight Hundred Fund LLC N-CSR For 11/30/09

Filed On 2/5/10 5:20pm ET SEC File 811-22158 Accession Number 1104659-10-5210
Certified Annual Shareholder Report
of a Management Investment Company
Form N-CSR
Document/Exhibit
1: N-CSR
Description
Pages
Certified Annual Shareholder Report of a

Management Investment Company
Thirty Eight Hundred Fund LLC
N-CSR
HTML
Size
1,095K
11/30/09
FUNDS PORTFOLIO MANAGERS COMPENSATION

The portfolio managers are compensated by the Investment Adviser with a fixed cash salary, pension and
retirement plan. The portfolio managers receive incentive bonuses and/or stock options based in part on pre-tax
annual and historical portfolio performance. Bonus allocations depend on fund performance, individual job
objectives and overall profitability of the business. Portfolio performance is measured against the 1-month LIBOR
rate. Bonuses also are based on an evaluation of contribution to client retention, asset growth and business
relationships. Incentive bonuses for research analysts also are evaluated based on the performance of the sectors
that they cover in the portfolio and their security recommendations. Investment team compensation is directly
linked to the value added to the clients portfolios as measured by the benchmark noted above. Long-term
investment professionals with proven success also may participate in a revenue sharing program that is tied to the
success of their respective investment portfolios.
Mr. York and Mr. Wahlberg also receive compensation from Wells
related entities.
Fargo and other Wells Fargo-

33 Filings Documents containing wells and fargo with Text matching wells near fargo in
Selected Filings
Page: 1 2 3 All Bottom

"w ells fargo"
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4/29/10 Thirty Eight Hundred Fund LLC
Merrill Corp-MD/FA
N-Q
2/28/10
1: N-Q.................
2:203
Quarterly Schedule of Portfolio
Holdings
of a Management Investment
Company -- HTML
N-Q 1st Page of 199
No Page-Breaks
Line 5,540: Wells Fargo Mortgage-Backed Securities Trust ...

Line 18,244: Fund), a Cayman Islands exempted company, that owns all of the outstanding common
shares. In turn, all of the common shares are indirectly beneficially owned by Wells Fargo & Company. The
Feeder Fund may from time to time make additional paid-in capital contributions to the Fund without
receiving ...
Line 19,066: ... example, the U.S. Government placed Fannie Mae and Freddie Mac into conservatorship;
Lehman filed for protection under the bankruptcy laws; Bank of America acquired Merrill Lynch; Wells Fargo
has purchased Wachovia; and Citigroup and Morgan Stanley have combined their retail brokerage units.
The ...
2: EX-99.CERT..........
Merrill Corp-MD/FA
N-CSR
11/30/09
1: N-CSR...............
Miscellaneous Exhibit -- HTML

4:256
Certified Annual Shareholder
Report of a
-- HTML
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-22158
The Thirty-Eight Hundred Fund, LLC

(Exact name of registrant as specified in charter)
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada
(Address of principal executive offices)
89169-0925
(Zip code)
Joseph R. York
3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169-0925
(Name and address of agent for service)
Registrants telephone number, including area code: 702-791-6346
Date of fiscal year end: November 30
Date of reporting period: June 30, 2008
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on
Form N-5 ( 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the
registrants proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company
Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant
is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of
Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden
estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. 3507.
Item 1. Proxy Voting Record.

There were no proxies that the Thirty-Eight Hundred Fund, LLC were eligible to vote during the period, therefore, there is no
attachment to this filing.
SIGNATURES
Signature page for the filing of the annual report of the proxy voting record of registered management investment company (Form N-PX).
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) The Thirty-Eight Hundred Fund, LLC
By:
Name:
Title:
Date:
/s/ Joseph R. York

Joseph R. York
Chief Executive Officer
August 28, 2008
By:
Name:
Title:
Date:
/s/ Simon D. Collier

Simon D. Collier
Principal Financial Officer
August 28, 2008

33 Filings The word structured in Selected Filings

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Bny Hamilton Funds Inc
NSAR-B
1:
2:
3:
4:
5:
11/30/09
NSAR-B..............
EX-99.77B ACCT LTTR.
EX-99.77C VOTES.....
EX-99.77I NEW SECUR.
EX-99.77Q1 OTHR EXHB
5:61
Answer File -- 10 pages
Internal Control Letter -- 2 pages
Miscellaneous Exhibit -- 1 page
New Securities -- 7 pages
Other Exhb. -- 41 pages
EX-99.77Q1 OTHR EXHB 1st Page of 41
No Page-Breaks
Line 1,916:
Director, fax: +44 20 7116 7578 and Barclays Capital at c/o
Structured Capital Markets, 5 The North Colonnade, Canary
Wharf, London E14 4BB, United Kingdom, Attention: Head of
RR Donnelley/FA
POS AMI
1: POS AMI.............
13:145
The Thirty-Eight Hundred Fund,
Llc. -- HTML
POS AMI 1st Page of 43
No Page-Breaks
Line 292: The Fund seeks to achieve its investment objective by investing, under normal market
conditions, primarily in discounted and interest-bearing fixed income instruments exclusively of U.S.
issuers, including: corporate debt instruments; inflation-indexed bonds; adjustable rate debt instruments;
structured notes; loan participation agreements and assignments; delayed funding loans and revolving
credit facilities; commercial paper; bank certificates of deposit, fixed time deposits and bankers
acceptances; repurchase agreements and reverse repurchase agreements; mortgage-related and ...
Line 319: ... adjustment in the interest rate paid on the obligations. While adjustable rate debt
instruments may provide a certain degree of protection against rises in interest rates, the Fund will
participate in any declines in interest rates as well. The Fund also may invest in inverse adjustable rate
securities, which are securities that pay interest at rates that vary inversely with changes in prevailing
interest rates and which represent a leveraged investment in an underlying security. Structured Notes. The
Fund may utilize structured notes and similar instruments for investment purposes and also for hedging.
Structured notes are privately negotiated debt obligations whose principal and/or interest is determined by
reference to the performance of a benchmark (an embedded index), such as selected securities, an index
of securities or specified interest rates, or the differential performance of two assets or markets. The
principal and/or interest payments that may be made on a structured product may vary widely, depending
on a variety of factors, including the volatility of the embedded index and the effect of changes in the
embedded index on principal and/or interest payments. Asset-Backed Securities (Including MortgageBacked ...
Line 462: ... accurately predicts the delinquency, foreclosure or loss experience of any particular pool of
loans. Mortgage loans on commercial properties underlying MBS often are structured so that a substantial
portion of the loan principal is not amortized over the loan term but is payable at maturity and repayment
of the loan principal, and thus, often depends upon the future availability of real estate financing from the
existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore,
the unavailability of real estate financing may lead to default. Most commercial mortgage ...
2: EX-99.G.............
Form of Investment Management
3: EX-99.H.1...........
-- HTML
Form of Distribution Agreement
4: EX-99.H.2...........
Form of Placement Agent Agreement
Agreement
-- HTML
-- HTML
EX-99.H.2 1st Page of 9
No Page-Breaks
Line 331: ... delivered by facsimile or other electronic transmission or mailed by certified or registered
mail, postage prepaid, if to Barclays, to Barclays at c/o Barclays Wealth, One Churchill Place, London E14
5HP, United Kingdom, Attention: Head of Balance Sheet, Managing Director, fax: +44 20 7116 7578, with a
copy to Barclays at c/o Structured Capital Markets, Barclays Capital, 5 The North Colonnade, Canary Wharf,
London, E14 4BB, United Kingdom, Attention: Head of Portfolio Management Unit, fax: +44 20 7773 1868,
and if to the Company , to the Company at 3800 Howard Hughes Parkway, Suite 900, Las Vegas , Nevada
89169-0925 , Attn: Joseph R. York, fax: +1 702 791 6452. Notice to such party shall be deemed given on
the earlier of the date ...
5: EX-99.J.............
6: EX-99.K.1...........
Form of Custody Agreement -- HTML

Form of Administration and
7: EX-99.K.2...........
-- HTML
Form of Service Agreement for
8: EX-99.K.3...........
Services -- HTML
Form of Compliance Services
9: EX-99.K.4...........
Form of Pfo Services Agreement
Accounting Agreement
Transfer Agent
Agreement -- HTML
-- HTML
10: EX-99.K.5...........
Form of Fiscal Agency Agreement
-- HTML
EX-99.K.5 1st Page of 22
No Page-Breaks
Line 947: Company at 39/41 Broad Street, St. Helier, Jersey JE4 8PU, Channel Islands, with a copy to
Barclays, at c/o Barclays Wealth, One Churchill Place, London E14 5HP, United Kingdom, Attention: Head of
Balance Sheet, Managing Director, fax: +44 20 7116 7578, and another copy to Barclays at c/o Structured
Capital Markets, Barclays Capital, 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom,
Attention: Head of Portfolio Management Unit, fax: +44 20 7773 1868, and will be deemed to have been
given upon receipt. 16. Governing Law and Jurisdiction. (a) Upon issuance of the Notes, performance and
enforcement ...
11: EX-99.K.6...........
Form of Indemnity Agreement
12: EX-99.N.............
13: EX-99.R.4...........
GRAPHIC.............
GRAPHIC.............
GRAPHIC.............
Consent of Kpmg Llp -- HTML

Code of Ethics -- HTML
g93049image001.jpg -- 10K
g93049img001.jpg -- 3K
g93049img1.jpg -- 3K
-- HTML

33 Filings The word hsbc in Selected Filings

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RR Donnelley/FA
POS AMI
1: POS AMI.............
Llc. -- HTML
13:145
The Thirty-Eight Hundred Fund,
2: EX-99.G.............
Form of Investment Management
3: EX-99.H.1...........
-- HTML
Form of Distribution Agreement
4: EX-99.H.2...........
Form of Placement Agent Agreement
5: EX-99.J.............
6: EX-99.K.1...........
Form of Custody Agreement -- HTML

Form of Administration and
7: EX-99.K.2...........
-- HTML
Form of Service Agreement for
8: EX-99.K.3...........
Services -- HTML
Form of Compliance Services
9: EX-99.K.4...........
Form of Pfo Services Agreement
Agreement
-- HTML
-- HTML
Accounting Agreement
Transfer Agent
Agreement -- HTML
-- HTML
10: EX-99.K.5...........
Form of Fiscal Agency Agreement
11: EX-99.K.6...........
Form of Indemnity Agreement
12: EX-99.N.............
13: EX-99.R.4...........
Consent of Kpmg Llp -- HTML

Code of Ethics -- HTML
-- HTML
-- HTML
EX-99.R.4 1st Page of 13
No Page-Breaks
Line 607: Bjurman, Barry Funds BNY Hamilton Funds BNY/Ivy Multi-Strategy Hedge Fund LLC Capital One
Funds Commonwealth International Series Trust Coventry Group (consisting of the First Source Monogram,
Pathmaster, UST Boston, and Signal) Coventry Funds Trust (formerly Variable Insurance Funds) First Focus
Funds GMO Trust HSBC Investor Funds HSBC Advisers Funds Ivy Long/Short Hedge Fund LLC Lou Holland
Trust Munder Series Trust Munder Series Trust II Pacific Capital (including CATS and Hawaiian Trust) Paypal
(x.com) Performance Funds PNC Funds RMR Series Trust STI Classic Funds STI Classic Variable Insurance
Funds The 3800 Fund The Blue Fund Group Vintage Mutual Funds ...
Line 775: Bjurman, Barry Funds BNY Hamilton Funds BNY/Ivy Multi-Strategy Hedge Fund LLC Capital One
Funds Commonwealth International Series Trust Coventry Group (consisting of the First Source Monogram,
Pathmaster, UST Boston, and Signal) Coventry Funds Trust (formerly Variable Insurance Funds) First Focus
Funds GMO Trust HSBC Investor Funds HSBC Advisers Funds Ivy Long/Short Hedge Fund LLC Lou Holland
Trust Munder Series Trust Munder Series Trust II Pacific Capital (including CATS and Hawaiian Trust) Paypal
(x.com) Performance Funds PNC Funds RMR Series Trust STI Classic Funds STI Classic Variable Insurance
Funds The 3800 Fund The Blue Fund Group Vintage Mutual Funds ...
GRAPHIC.............
GRAPHIC.............
GRAPHIC.............
g93049image001.jpg -- 10K
g93049img001.jpg -- 3K
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Find Words in Filings - Thirty Eight Hundred

Fund LLC - p. 1
Page 1s 20 filings (of 33 in this set) were scanned
for every hit.
54 documents within the 20 filings were searched.
1 document contained the word hsbc.
4 individual word matches are highlighted above.
End Find Words in Filings and just List the
Filings
Page: 1 2 3 All Top
Thirty Eight Hundred Fund LLC N-8A On 12/28/07

As Of
Filer
Filing
As/For/On Docs:Pgs
Issuer
Agent
N-PX
6/30/08

in
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Agent
Willkie Fa..Gallagher/FA
N-8A
12/28/07
Issuer
1:4
Notice of Registration Form N-8A

Document/Exhibit
1: N-8A
Description
Pages
Notice of Registration
Size
10K
Document Table of Contents

Pag
(sequential)
e
1
2
"
"
"
"
"
"
"
3
"
"
"
"
1st Page
Item 1. Exact Name of Registrant
Item 2. Name of state under laws of which registrant was
organized or created and the date of such organization and
creation
Item 3. Form of organization of registrant (for example,
corporation, partnership, trust, joint stock company,
association, fund)
Item 4. Classification of registrant (face-amount certificate
company, unit investment trust, or management company)
Item 5. If registrant is management company:
Item 6. Name and address of each investment adviser of
registrant
Item 7. If registrant is an investment company having a
board of directors, state the name and address of each
officer and director of registrant
Item 8. If registrant is an unincorporated investment
company not having a board of directors:
Not applicable
Item 9. (a). State whether registrant is currently issuing and
offering its securities directly to the public (yes or no)
Yes
Item 10. State the current value of registrant's total assets
Item 12. Attach as an exhibit a copy of the registrant's last
regular periodic report to its security holders, if any
(alphabetic)
Top
Alternative Formats (RTF, XML, et al.)

Attach as an exhibit a copy of the registrant's last regular
periodic report to its security holders, if any
Classification of registrant (face-amount certificate

company, unit investment trust, or management company)
Exact Name of Registrant
Form of organization of registrant (for example,

corporation, partnership, trust, joint stock company,
association, fund)
If registrant is an investment company having a board of

directors, state the name and address of each officer and
director of registrant
If registrant is an unincorporated investment company not

having a board of directors:
If registrant is management company:
Name and address of each investment adviser of registrant
Name of state under laws of which registrant was organized

or created and the date of such organization and creation
Not applicable
State the current value of registrant's total assets
N-8A
1st Page of 4
TOC
Top
State whether registrant is currently issuing and offering its

securities directly to the public (yes or no)
Yes
Previous
Next
Bottom
Just 1st
Sponsored Ads...
UNITED STATES
Washington, D.C. 20549
FORM N-8A
NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
________________________________
Name:
Address of Principal Business Office (No. & Street, City, State, Zip Code):
Las Vegas, Nevada 89169-0925
Telephone Number (including area code): 702-791-6346
Name and address of agent for service of process:
Joseph R. York
President and Chief Executive Officer
Copies to:
Stacy H. Winick, Esq.
Eric S. Purple, Esq.
Bell, Boyd & Lloyd LLP
1615 L Street, N.W., 1200
Washington, DC 20036
(202) 466-6300
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form
N-8A: Yes [ ]
No [X]
N-8A
Item 1.
2nd Page of 4
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1st
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Exact Name of Registrant.

Item 2.
Name of state under laws of which registrant was organized or created
and the date of such organization and creation.
Delaware, April 15, 2003
Item 3.
Form of organization of registrant (for example, corporation,
Bottom
Just 2nd
partnership, trust, joint stock company, association, fund).

Delaware limited liability company
Item 4.
Classification of registrant (face-amount certificate company, unit
investment trust, or management company).
Management company
Item 5.
If registrant is management company:
(a) state whether registrant is a "closed-end" company or an

"open-end" company;
Closed-end company
(b) state whether the registrant is registering as a "diversified"
company or a "non-diversified" company.
Non-diversified company
Item 6.
Name and address of each investment adviser of registrant.
Wells Capital Management Inc.

525 Market Street, 10th Floor
San Francisco, CA 94105
(Upon signing and approval of the investment advisory agreement between Wells
Capital Management and the Fund.)
Item 7.
If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.
Officers:
-------Secretary
Directors:
---------
Joseph R. York, President and Chief Executive Officer

Garth H. Wahlberg, Senior Vice President, Treasurer and
Joseph R. York
Garth H. Wahlberg
(Three additional director vacancies to be filled prior to the Fund's filing of

its Form N-2.)
Item 8.
If registrant is an unincorporated investment company not having a
board of directors:
- 2 -
N-8A
3rd Page of 4
TOC
1st
Previous
Next
(a) state the name and address of each sponsor of registrant;

(b) state the name and address of each officer and director of each
sponsor of registrant;
(c) state the name and address of each trustee and custodian of
registrant.
Not applicable
Item 9.
(a) State whether registrant is currently issuing and offering its
securities directly to the public (yes or no).
No
(b) If registrant is currently issuing and offering its securities to
the public through an underwriter, state the name and address of such
underwriter.
Not applicable
(c) If the answer to 9(a) is "no" and the answer to Item 9(b) is "not
applicable," state whether the registrant presently proposes to make a public
offering of its securities (yes or no).
No
Bottom
Just 3rd
(d) State whether the registrant has any securities currently issued
and outstanding (yes or no).
Yes
(e) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of registration the
number of beneficial owners of registrant's outstanding securities (other than
short-term paper) and the name of any company owning 10 percent or more of
registrant's outstanding voting securities.
The registrant currently has one beneficial owner, Thirty-Eight
Hundred Investments Limited. All of the shares of the registrant
are indirectly beneficially owned by Wells Fargo & Company.
Item 10.
State the current value of registrant's total assets.
$191,993,200.84
Item 11. State whether registrant has applied or intends to apply for a license
to operate as a small business investment company under the Small Business
Investment Act of 1958 (yes or no).
No
Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its security holders, if any.
Not applicable
- 3 -
N-8A
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of Las Vegas and State of Nevada on the 28th day of December,
2007.
[SEAL]
By:
/s/ Joseph R. York

-----------------------------Joseph R. York
Director
ATTEST:
By: /s/ Cindy L. Webb
----------------------Cindy L. Webb
Witness
- 4 -
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12/28/07
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Thirty Eight Hundred Fund LLC N-Q For 2/28/10 EX-99.CERT

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Merrill Corp-MD/FA
N-Q
2/28/10
2:203
Quarterly Schedule of Portfolio Holdings of a Management Investment Company Form N-Q

Document/Exhibit
1: N-Q
2: EX-99.CERT
Description
Quarterly Schedule of Portfolio Holdings of a

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Exhibit 99.CERT
CERTIFICATIONS
I, Joseph R. York, certify that:
1. I have reviewed this report on Form N-Q of The Thirty-Eight Hundred Fund, LLC (the Registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the
Registrant as of the end of the fiscal quarter for which the report is filed;
4. The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such
evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial
reporting; and
5. The Registrants other certifying officer and I have disclosed to the Registrants auditors and the audit committee of the Registrants board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal
control over financial reporting.
Date: April 28, 2010
/s/ Joseph R. York
Joseph R. York
UNITED STATES
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number
811-22158
3800 Howard Hughes Parkway, Suite 900, Las Vegas, NV

89169-0925
(Zip code)
Joseph R. York
Suite 900
Las Vegas, NV 89169-0925
Registrants telephone number, including area code:
(702) 791-6346
Date of fiscal year end:
November 30
Date of reporting period:
December 1, 2009 February 28, 2010
Form N-Q is to be used by management investment companies, other than small business investment
companies registered on Form N-5 ( 239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the
Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on
Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this
information public. A registrant is not required to respond to the collection of information contained in Form N-Q
unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please
direct comments concerning the accuracy of the information collection burden estimate and any suggestions for
reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC
20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C.
3507.
Item 1. Schedule of Investments.

Portfolio of Investments
February 28, 2010 (unaudited)
Principal
Amount
Description
Value
RESIDENTIAL MORTGAGE-BACKED SECURITIESAGENCY 14.2%

Federal National Mortgage Association (Fannie Mae) (a)
Pool # 898832, 5.50%, 11/01/36
Pool # 256513, 5.50%, 12/01/36
Pool # 922039, 5.50%, 2/01/37
Pool # 916976, 5.50%, 4/01/37
Pool # 256799, 5.50%, 7/01/37
Pool # 936523, 5.50%, 7/01/37
Pool # 888638, 5.50%, 9/01/37
Pool # 966544, 5.50%, 10/01/37
Pool # 947985, 5.50%, 11/01/37
Pool # 953397, 5.50%, 11/01/37
Pool # 966312, 5.50%, 11/01/37
Pool # 954918, 5.50%, 12/01/37
Pool # 956968, 5.50%, 12/01/37
Pool # 959005, 5.50%, 12/01/37
Pool # 960376, 5.50%, 12/01/37
Pool # 960392, 5.50%, 12/01/37
Pool # 965506, 5.50%, 12/01/37
Pool # 966418, 5.50%, 12/01/37
Pool # 966422, 5.50%, 12/01/37
Pool # 967277, 5.50%, 12/01/37
Pool # 933343, 5.50%, 1/01/38
Pool # 953590, 5.50%, 1/01/38
Pool # 954243, 5.50%, 1/01/38
Pool # 956507, 5.50%, 1/01/38
Pool # 956844, 5.50%, 1/01/38
Pool # 956846, 5.50%, 1/01/38
Pool # 956847, 5.50%, 1/01/38
Pool # 960427, 5.50%, 1/01/38
Pool # 960482, 5.50%, 1/01/38
Pool # 960511, 5.50%, 1/01/38
Pool # 960550, 5.50%, 1/01/38
Pool # 960569, 5.50%, 1/01/38
Pool # 960718, 5.50%, 1/01/38
Pool # 960757, 5.50%, 1/01/38
Pool # 961311, 5.50%, 1/01/38
Pool # 961347, 5.50%, 1/01/38
Pool # 965620, 5.50%, 1/01/38
Pool # 966745, 5.50%, 1/01/38
Pool # 966758, 5.50%, 1/01/38
Pool # 966764, 5.50%, 1/01/38
Pool # 967040, 5.50%, 1/01/38
Pool # 967985, 5.50%, 1/01/38
Pool # 961426, 5.50%, 2/01/38
Pool # 961456, 5.50%, 2/01/38
Pool # 961491, 5.50%, 2/01/38
Pool # 961529, 5.50%, 2/01/38
Pool # 961632, 5.50%, 2/01/38
Pool # 961691, 5.50%, 2/01/38
Pool # 966779, 5.50%, 2/01/38
Pool # 968302, 5.50%, 2/01/38
Pool # 968328, 5.50%, 2/01/38
Pool # 969008, 5.50%, 2/01/38
Pool # 969397, 5.50%, 2/01/38
Pool # 969700, 5.50%, 2/01/38
15,963,409
19,818,001
25,347,842
19,516,970
16,569,000
19,968,098
10,652,455
7,081,141
31,684,756
17,247,348
496,105
7,557,469
9,389,454
5,459,063
18,966,086
16,045,591
11,733,955
13,424,406
5,709,623
11,260,295
4,153,836
19,244,619
6,561,403
4,614,837
4,819,034
23,922,629
21,360,198
20,584,323
24,149,010
39,114,117
17,921,151
13,839,002
26,960,223
4,314,550
17,705,636
38,382,518
4,739,481
4,798,086
5,485,251
5,093,677
13,768,468
5,275,366
27,605,044
12,782,909
25,283,471
20,962,758
5,324,270
5,939,722
2,579,152
27,236,736
11,341,381
5,582,431
207,358
12,860,017
16,834,091
20,898,922
26,724,988
20,577,326
17,469,192
21,052,963
11,231,202
7,465,859
33,406,186
18,184,395
523,059
7,968,065
9,899,583
5,755,653
19,996,512
16,917,347
12,371,460
14,153,753
6,019,826
11,872,066
4,379,514
20,290,177
6,917,883
4,865,561
5,080,852
25,222,343
22,520,695
21,702,667
25,461,023
41,239,184
18,894,806
14,590,873
28,424,970
4,548,959
18,667,581
40,467,837
4,996,977
5,058,766
5,783,264
5,370,416
14,516,508
5,561,976
29,104,824
13,477,403
26,657,120
22,101,662
5,613,537
6,262,426
2,719,277
28,716,506
11,957,557
5,885,724
218,624
13,558,700
Pool # 972203, 5.50%, 2/01/38

Pool # 257123, 5.50%, 3/01/38
Pool # 933721, 5.50%, 3/01/38
Pool # 953613, 5.50%, 3/01/38
Pool # 956868, 5.50%, 3/01/38
Pool # 962281, 5.50%, 3/01/38
Pool # 962304, 5.50%, 3/01/38
Pool # 962344, 5.50%, 3/01/38
Pool # 965756, 5.50%, 3/01/38
Pool # 972385, 5.50%, 3/01/38
Pool # 973028, 5.50%, 3/01/38
Pool # 975198, 5.50%, 3/01/38
Pool # 975202, 5.50%, 3/01/38
Pool # 257161, 5.50%, 4/01/38
Pool # 962441, 5.50%, 4/01/38
Pool # 976379, 5.50%, 4/01/38
Pool # 984745, 5.50%, 6/01/38
Pool # 986013, 5.50%, 6/01/38
Pool # 986519, 5.50%, 6/01/38
Pool # 964380, 5.50%, 7/01/38
Pool # 970025, 5.50%, 7/01/38
Pool # 981517, 5.50%, 7/01/38
Pool # 981723, 5.50%, 7/01/38
Pool # 981872, 5.50%, 7/01/38
Pool # 982199, 5.50%, 7/01/38
Pool # 982664, 5.50%, 7/01/38
Pool # 983334, 5.50%, 7/01/38
3,745,326
5,378,774
50,055,374
7,755,948
3,647,102
70,887,596
45,533,523
61,734,450
9,926,764
13,721,015
7,865,647
14,754,082
4,401,891
31,775,469
13,553,781
18,554,858
8,064,553
40,316,703
21,853,118
6,277,609
8,732,545
8,489,847
12,186,846
11,014,577
18,503,249
22,175,025
31,580,737
See Notes to Quarterly Portfolio of Investments.
1
3,948,809
5,671,002
52,774,878
8,177,328
3,845,249
74,738,913
48,007,355
65,088,477
10,466,084
14,466,477
8,292,987
15,555,670
4,641,045
33,501,827
14,290,157
19,562,941
8,502,700
42,507,107
23,040,396
6,618,671
9,206,983
8,951,100
12,848,956
11,612,997
19,508,528
23,379,793
33,296,516
Principal
Amount
Description
RESIDENTIAL MORTGAGE-BACKED SECURITIESAGENCY (continued)

Federal National Mortgage Association (Fannie Mae) (continued)
Pool # 985704, 5.50%, 7/01/38
Pool # 986043, 5.50%, 7/01/38
Pool # 986656, 5.50%, 7/01/38
Pool # 986657, 5.50%, 7/01/38
Pool # 986686, 5.50%, 7/01/38
Pool # 986734, 5.50%, 7/01/38
Pool # 257306, 5.50%, 8/01/38
Pool # 964528, 5.50%, 8/01/38
Total Residential Mortgage-Backed SecuritiesAgency
(Cost $1,501,694,564)
RESIDENTIAL MORTGAGE-BACKED SECURITIES 22.9%
Adjustable Rate Mortgage Trust
Series 2004-5, Class 4A1
5.30%, 4/25/35 (b)
Banc of America Funding Corp.
5.25%, 9/20/34
5.50%, 1/25/36
Series 2005-G, Class A1
5.18%, 10/20/35 (b)
Series 2006-D, Class 5A1
5.77%, 5/20/36 (b)
5.61%, 6/20/37 (b)
Banc of America Mortgage Securities, Inc.
5.75%, 8/25/34
Series 2004-E, Class 2A6
4.14%, 6/25/34 (b)
Series 2004-L, Class 3A1
4.99%, 1/25/35 (b)
Series 2005-G, Class 4A3
5.23%, 8/25/35 (b)
Series 2005-H, Class 3A1
5.05%, 9/25/35 (b)
Series 2005-H, Class 4A2
5.13%, 9/25/35 (b)
Series 2005-J, Class 4A1
5.30%, 11/25/35 (b)
Series 2006-A, Class 4A1
5.66%, 2/25/36 (b)
Bear Stearns Adjustable Rate Mortgage Trust
4.97%, 2/25/34 (b)
Chase Mortgage Finance Trust
Series 2007-A1, Class 7A1
4.56%, 2/25/37 (b)
Citicorp Mortgage Securities, Inc.
4.50%, 5/25/33
5.00%, 8/25/35
Citigroup Mortgage Loan Trust, Inc.
Series 2005-4, Class A
5.34%, 8/25/35 (b)
Series 2007-AR4, Class 1A1A
5.93%, 3/25/37 (b)
6.25%, 11/25/37 (b)(c)
Countrywide Home Loan Mortgage Pass-Through Trust
Series 2003-7, Class A2
0.63%, 5/25/33 (b)
25,989,344
13,430,391
97,117,462
14,458,423
8,508,476
7,426,193
21,300,082
25,424,099
Value
27,401,342
14,160,063
102,393,845
15,243,948
8,970,741
7,829,658
22,457,313
26,805,388
1,617,923,884
16,173,006
15,324,594
6,076,570
6,019,263
9,829,826
9,467,351
19,052,301
17,647,577
25,223,736
20,566,695
11,351,270
9,095,376
14,206,442
13,791,347
9,530,000
8,808,102
20,618,756
20,083,650
18,487,317
18,013,679
67,952,754
62,583,012
16,894,218
16,314,267
37,141,331
33,770,681
16,032,032
14,928,225
3,081,560
2,937,105
21,845,248
20,676,632
5,494,254
5,543,326
15,259,590
14,148,501
59,135,046
58,108,539
149,051,170
117,044,220
82,247,280
81,166,822
7,351,797
6,717,701

3.70%, 10/25/33 (b)
3.60%, 12/25/33 (b)
5.50%, 3/25/35
5.50%, 7/25/35
6.00%, 3/25/37
6.00%, 3/25/37
First Horizon Mortgage Pass-Through Trust
5.00%, 3/25/35
5.50%, 10/25/35
2
18,730,070
15,795,780
26,877,398
24,907,253
27,510,985
26,103,713
8,477,544
7,825,832
22,819,951
18,958,386
23,623,390
19,862,102
17,595,185
16,564,507
16,945,967
16,443,882
Principal
Amount
Description
RESIDENTIAL MORTGAGE-BACKED SECURITIES (continued)

First Horizon Mortgage Pass-Through Trust (continued)
5.50%, 12/25/35
Series 2005-AR3, Class 3A1
5.50%, 8/25/35 (b)
6.00%, 2/25/37
GSR Mortgage Loan Trust
5.21%, 11/25/35 (b)
IndyMac INDA Mortgage Loan Trust
5.75%, 3/25/37 (b)
Jefferies & Co., Inc.
Series 2009-R1, Class 5A1
5.15%, 5/21/36 (b)(c)
J.P. Morgan Mortgage Trust
4.70%, 10/25/33 (b)
4.94%, 7/25/34 (b)
4.63%, 9/25/34 (b)
Series 2005-A1, Class A1
5.21%, 2/25/35 (b)
Series 2005-A5, Class TA1
5.43%, 8/25/35 (b)
Series 2005-S2, Class 2A2
5.25%, 9/25/35
J.P. Morgan Re-Remic
5.00%, 1/26/21 (c)
Lehman Mortgage Trust
6.00%, 3/25/38
MASTR Adjustable Rate Mortgages Trust
2.64%, 10/25/33 (b)
Merrill Lynch Mortgage Investors Trust
Series MLCC, 2001-A, Class A
0.52%, 4/15/26 (b)
Series MLCC, 2004-A1, Class 2A2
3.01%, 2/25/34 (b)
Series MLCC, 2006-2, Class 4A
5.79%, 5/25/36 (b)
6.14%, 1/25/37 (b)
Series MLCC, 2007-1, Class 4A2
5.72%, 1/25/37 (b)
5.72%, 1/25/37 (b)
PHHMC Mortgage Pass Through Certificates
Series 2008-CIM1, Class 21A1
6.00%, 5/25/38
5.05%, 7/25/38 (b)
Prime Mortgage Trust
4.75%, 10/25/33
RBSSP Resecuritization Trust
5.93%, 1/26/36 (b)(c)
Sequoia Mortgage Trust
2.11%, 6/20/34 (b)
8,426,538
Value
7,978,320
10,377,277
9,231,380
12,532,030
11,505,921
30,729,758
28,058,912
36,881,135
24,948,277
19,119,093
17,775,346
5,000,000
4,234,183
11,742,100
10,875,296
7,708,188
7,549,248
22,128,718
20,440,777
144,911,809
137,531,291
16,213,668
14,773,818
47,664,511
47,655,832
103,289,385
90,542,907
23,933,444
22,458,213
62,741,145
57,003,342
6,042,260
6,038,293
15,034,415
13,610,954
14,715,999
12,593,123
10,577,000
9,819,743
16,250,000
14,288,982
35,611,762
32,790,641
30,022,593
26,029,919
10,506,587
10,496,959
633,036,423
635,383,342
10,487,732
9,228,542

2.14%, 7/20/34 (b)
5.95%, 10/20/46 (b)
Thornburg Mortgage Securities Trust
0.91%, 4/25/43 (b)
4.83%, 6/25/43 (b)
0.55%, 9/25/43 (b)
Series 2004-1, Class I2A
1.13%, 3/25/44 (b)
Series 2004-4, Class 1A
0.52%, 12/25/44 (b)
WaMu Mortgage Pass-Through Certificates
Series 2007-HY5, Class 3A1
5.81%, 5/25/37 (b)
3
11,919,288
9,613,331
43,892,373
35,504,874
14,508,100
12,431,779
24,459,641
23,539,352
13,445,193
11,708,015
1,253,536
1,176,841
4,590,768
3,959,853
14,765,884
12,560,688
Principal
Amount
Description

Wells Fargo Mortgage-Backed Securities Trust
Series 2003-A, Class A5
3.59%, 2/25/33 (b)
Series 2004-EE, Class 3A1
3.88%, 12/25/34 (b)
3.88%, 12/25/34 (b)
Series 2004-K, Class 1A2
4.46%, 7/25/34 (b)
Series 2004-P, Class 2A1
3.06%, 9/25/34 (b)
Series 2004-Q, Class 1A3
4.87%, 9/25/34 (b)
Series 2004-R, Class 2A1
3.00%, 9/25/34 (b)
Series 2005-AR6, Class A1
5.02%, 4/25/35 (b)
4.94%, 10/25/35 (b)
6.00%, 9/25/36
6.00%, 10/25/36
5.74%, 4/25/36 (b)
5.39%, 8/25/36 (b)
5.72%, 10/25/36 (b)
5.75%, 2/25/37
6.00%, 5/25/37
6.00%, 6/25/37
6.00%, 9/25/37
6.00%, 10/25/37
Series 2007-14, Class 2AI
5.50%, 10/25/22
6.00%, 12/28/37
6.00%, 12/28/37 (b)
Total Residential Mortgage-Backed Securities
(Cost $2,540,053,539)
COMMERCIAL MORTGAGE-BACKED SECURITIES 32.3%
Banc of America Commercial Mortgage, Inc.
5.74%, 5/10/45 (b)
Series 2006-2, Class AM
5.77%, 5/10/45 (b)
5.89%, 7/10/44 (b)
5.81%, 7/10/44 (b)
5.63%, 7/10/46
5.41%, 9/10/47
Bear Stearns Commercial Mortgage Securities Trust
Series 2006-PW12, Class A4
5.72%, 9/11/38 (b)
3,721,357
Value
3,263,497
4,908,948
4,915,451
11,491,610
11,525,301
11,902,892
11,642,060
6,856,727
6,472,955
3,537,716
3,046,603
11,696,540
11,467,680
36,231,949
36,033,825
65,817,771
59,336,432
38,288,813
32,192,514
24,628,232
21,199,520
39,500,000
35,460,047
14,737,706
12,151,706
12,360,546
8,895,187
8,516,997
7,809,681
39,499,626
33,013,045
36,423,740
29,349,565
25,873,839
21,805,985
22,476,505
20,134,030
24,429,257
24,562,855
81,408,769
80,658,278
30,131,460
26,725,478
2,614,218,109
27,695,000
28,467,311
2,710,000
2,340,510
29,675,000
28,169,228
2,495,000
1,740,901
6,000,000
6,016,813
15,555,000
15,312,443
5,000,000
5,221,542
Series 2006-PW12, Class AJ

5.76%, 9/11/38 (b)
5.54%, 9/11/41
5.27%, 12/11/38
5.33%, 2/11/44
Series 2007-PW15, Class AM
5.36%, 2/11/44
5.72%, 6/11/40 (b)
5.69%, 6/11/50 (b)
4
2,600,000
1,746,381
2,170,000
2,233,157
5,000,000
3,082,760
51,123,000
47,324,418
12,500,000
9,564,151
103,572,000
97,928,548
20,000,000
19,206,742
Principal
Amount
Description
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Bear Stearns Commercial Mortgage Securities Trust (continued)
5.70%, 6/11/50
Series 2007-T26, Class A4
5.47%, 1/12/45 (b)
Citigroup Commercial Mortgage Trust
Series 2007-C6, Class A4
5.70%, 12/10/49 (b)
6.10%, 12/10/49 (b)
Citigroup/Deutsche Bank Commercial Mortgage Trust
Series 2006-CD2, Class A4
5.36%, 1/15/46 (b)
5.62%, 10/15/48
5.32%, 12/11/49
Series 2007-CD4, Class AMFX
5.37%, 12/11/49 (b)
5.89%, 11/15/44 (b)
Commercial Mortgage Pass-Through Certificates
5.77%, 6/10/46 (b)
5.82%, 12/10/49 (b)
Credit Suisse Commercial Mortgage Trust
5.66%, 3/15/39 (b)
5.83%, 6/15/38 (b)
5.31%, 12/15/39
5.38%, 2/15/40
5.70%, 9/15/40 (b)
Series 2009-4R, Class 1A1
5.39%, 4/25/36 (b)(c)
5.79%, 4/25/36 (b)(c)
5.99%, 7/26/49 (b)(c)
6.03%, 7/26/49 (b)(c)
CW Capital Cobalt Ltd.
5.22%, 8/15/48
5.48%, 4/15/47 (b)
5.82%, 5/15/46 (b)
Goldman Sachs Mortgage Securities Corporation II
Series 2007-GG10, Class A4
5.81%, 8/10/45 (b)
Greenwich Capital Commercial Funding Corp.
5.89%, 7/10/38 (b)
5.44%, 3/10/39
5.74%, 12/10/49
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Series 2006-CB14, Class A4
5.48%, 12/12/44 (b)
7,500,000
Value
7,124,306
54,350,000
54,859,461
75,000,000
71,386,710
77,612,805
75,057,171
20,000,000
20,401,370
14,500,000
14,788,448
79,668,000
72,084,029
6,770,500
5,025,967
4,050,000
3,884,553
34,500,000
35,861,487
128,891,353
125,137,779
2,200,000
2,065,043
12,500,000
11,680,599
10,000,000
8,796,212
12,500,000
10,478,121
12,782,500
10,714,655
73,851,268
69,420,192
317,906,621
308,369,422
299,097,997
293,116,037
165,691,413
165,691,413
2,850,000
2,636,704
168,812,537
142,888,857
157,295,000
137,094,799
57,000,000
50,786,515
102,660,000
101,775,656
52,162,500
49,554,756
25,000,000
23,783,825
12,500,000
12,668,133
Series 2006-CB14, Class AJ

5.49%, 12/12/44 (b)
5.55%, 5/12/45
5.43%, 12/12/43
5.49%, 12/12/43 (b)
Series 2006-LDP7, Class A4
5.87%, 4/15/45 (b)
5.40%, 5/15/45
5.34%, 5/15/47
5
10,000,000
6,336,487
7,550,000
7,667,193
113,554,500
113,596,016
10,000,000
5,928,040
19,968,000
20,198,596
6,000,000
5,959,742
14,530,000
13,480,860
Principal
Amount
Description

J.P. Morgan Chase Commercial Mortgage Securities Corp. (continued)
5.72%, 2/15/51
5.44%, 6/12/47
5.75%, 2/12/49 (b)
5.79%, 2/12/51 (b)
Series 2007-LDPX, Class AM
5.46%, 1/15/49 (b)
LB-UBS Commercial Mortgage Trust
5.16%, 2/15/31
5.66%, 3/15/39 (b)
5.42%, 2/15/40
Series 2007-C1, Class AM
5.46%, 2/15/40
5.43%, 2/15/40
5.87%, 9/15/45 (b)
Merrill Lynch/Countrywide Commercial Mortgage Trust
5.41%, 7/12/46 (b)
5.46%, 7/12/46 (b)
5.17%, 12/12/49 (b)
5.38%, 8/12/48
5.49%, 3/12/51 (b)
5.96%, 8/12/49 (b)
5.70%, 9/12/49
Merrill Lynch Mortgage Trust
5.74%, 8/12/43 (b)
5.69%, 2/12/51
Morgan Stanley Capital I Trust
Series 2006-HQ9, Class A4
5.73%, 7/12/44 (b)
5.33%, 11/12/41
Series 2006-T21, Class AJ
5.27%, 10/12/52 (b)
5.45%, 2/12/44 (b)
Series 2007-IQ13, Class A4
5.36%, 3/15/44
Series 2007-IQ13, Class AM
5.41%, 3/15/44
5.69%, 4/15/49 (b)
5.88%, 6/11/49 (b)
5.81%, 12/12/49
6.11%, 12/12/49 (b)
50,000,000
Value
43,834,255
105,915,000
99,486,828
14,815,000
14,064,872
50,000,000
48,121,200
16,582,500
12,176,394
1,275,000
1,304,164
7,500,000
7,544,656
37,500,000
34,709,640
11,624,000
8,480,640
18,095,000
16,863,793
186,017,500
177,099,021
11,700,000
11,610,887
10,000,000
8,618,500
51,059,500
47,355,889
35,557,000
29,449,157
48,160,000
40,796,702
131,633,000
122,657,512
36,171,000
33,274,336
69,750,000
70,794,485
2,476,000
2,274,471
16,000,000
16,806,034
23,950,000
23,749,733
4,975,000
3,113,141
45,415,000
42,792,043
104,360,000
95,634,586
25,000,000
18,362,228
44,375,000
39,191,414
14,875,000
13,842,937
86,936,200
81,745,865
12,750,000
8,894,206

5.51%, 11/12/49 (b)
6.28%, 1/11/43 (b)
TrizecHahn Office Properties Trust
Series 2001-TZHA, Class A4
6.53%, 5/15/16 (c)
Wachovia Bank Commercial Mortgage Trust
5.82%, 5/15/46 (b)
Total Commercial Mortgage-Backed Securities
(Cost $3,444,141,795)
106,540,000
107,185,110
50,000,000
52,015,480
12,800,000
13,400,832
20,000,000
15,420,114
3,691,325,184
AUTO LEASE BACKED SECURITIES 10.9%

Ford Credit Auto Lease Trust
Series 2008-2
5.75%, 9/15/12 (c)(d)(e)
642,164,866

6
660,871,770
Principal
Amount
Description
AUTO LEASE BACKED SECURITIES (continued)

General Motors Auto Lease Trust
Capital Auto Receivables Asset Trust 2008-SNI
7.74%, 1/31/13 (c)(d)(e)
Hertz Vehicle Financing, LLC
Series 2005-1A, Class A4
0.48%, 11/25/11 (b)(c)
5.08%, 11/25/11 (c)
0.48%, 11/25/11 (b)(c)
Total Auto Lease Backed Securities
(Cost $1,192,485,668)
CREDIT CARD BACKED SECURITIES 4.9%
American Express Credit Account Master Trust
Series 2007-7, Class B
0.40%, 2/17/15 (b)
0.93%, 5/15/15 (b)
Bank of America Credit Card Trust
0.27%, 12/15/16 (b)
0.29%, 4/15/16 (b)
Series 2006-C5, Class C5
0.63%, 1/15/16 (b)
5.17%, 6/15/19
0.29%, 9/15/16 (b)
Bank One Issuance Trust
0.48%, 5/16/16 (b)
Capital One Multi-Asset Execution Trust
1.28%, 12/15/16 (b)
Series 2006-A12, Class A
0.29%, 7/15/16 (b)
0.28%, 11/15/19 (b)
0.26%, 3/16/15 (b)
5.75%, 7/15/20
0.53%, 11/15/14 (b)
Chase Issuance Trust
0.30%, 7/15/14 (b)
Series 2006-B1, Class B1
0.38%, 4/15/13 (b)
0.52%, 1/15/14 (b)
0.48%, 4/15/19 (b)
0.69%, 4/15/19 (b)
1.75%, 9/15/15 (b)
Citibank Credit Card Issuance Trust
4.40%, 6/20/14
4.55%, 6/20/17
522,011,072
Value
549,368,106
16,000,000
15,911,546
1,500,000
1,529,134
12,000,000
11,933,659
1,239,614,215
520,000
508,017
5,000,000
4,937,465
8,000,000
7,755,418
50,000,000
48,798,280
20,355,000
18,798,132
15,000,000
16,153,633
2,400,000
2,334,142
25,000,000
24,871,287
5,500,000
5,176,092
9,194,000
9,039,282
46,511,000
44,627,663
10,000,000
9,909,143
35,700,000
40,202,423
6,000,000
5,776,910
31,560,000
31,352,815
25,640,000
25,415,435
30,000,000
29,315,736
40,645,000
37,138,113
1,000,000
889,431
10,900,000
11,329,202
25,000,000
26,568,212
15,000,000
15,990,996
5.65%, 9/20/19
1.38%, 1/23/20 (b)
MBNA Credit Card Master Note Trust
1.58%, 10/15/14 (b)
0.53%, 8/15/13 (b)
0.52%, 10/15/13 (b)
MBNA Credit Card Master Trust II
Series 1997-B, Class A
0.39%, 8/15/14 (b)
Sonic Capital, LLC
5.10%, 12/20/31 (c)
Total Credit Card Backed Securities
(Cost $456,183,520)
30,000,000
33,367,950
6,965,000
7,186,391
5,000,000
4,893,980
6,000,000
5,891,823
15,526,000
15,186,772
38,000,000
37,520,292
35,859,600
34,516,095
555,451,130

7
Principal
Amount
Description
CORPORATE BONDS 6.7%

AEROSPACE & DEFENSE 0.0% (f)
L-3 Communications Corp.
6.13%, 1/15/14
2,000,000
Value
2,012,500
AUTO COMPONENTS 0.0% (f)

Johnson Controls, Inc.
5.50%, 1/15/16
5,000,000
5,287,800
BUILDING PRODUCTS 0.1%

Masco Corp.
7.13%, 8/15/13
6.13%, 10/03/16
5,000,000
5,000,000
5,316,785
4,791,155
10,107,940
20,000,000
3,460,000
22,999,840
3,217,800
10,000,000
38,000,000
9,960,030
42,322,006
10,000,000
9,809,410
88,309,086
CHEMICALS 0.0% (f)

Bunge Ltd. Finance Co.
8.50%, 6/15/19
4,000,000
4,660,196
COMMERCIAL BANKS 0.0% (f)

Keycorp.
6.50%, 5/14/13
5,000,000
5,331,385
4,000,000
4,155,000
3,000,000
3,213,339
7,368,339
5,000,000
6,190,290
45,000,000
51,301,035
5,000,000
4,000,000
5,319,625
4,241,152
9,560,777
65,000,000
50,000,000
73,089,900
56,542,700
10,000,000
10,158,540
15,000,000
5,500,000
14,864,160
5,425,497
10,000,000
8,968,510
169,049,307
CAPITAL MARKETS 0.8%

Ameriprise Financial, Inc.
7.30%, 6/28/19
7.52%, 6/01/66 (b)
Bear Stearns Cos., Inc.
0.44%, 2/01/12 (b)
6.95%, 8/10/12
Morgan Stanley
0.50%, 4/19/12 (b)
COMMERCIAL SERVICES & SUPPLIES 0.1%

Allied Waste North America, Inc.
7.25%, 3/15/15
Waste Management, Inc.
5.00%, 3/15/14
COMPUTERS & PERIPHERALS 0.1%
International Business Machines Corp.
7.63%, 10/15/18
CONSUMER FINANCE 0.4%
American Express Co.
7.25%, 5/20/14
CONTAINERS & PACKAGING 0.1%
Sealed Air Corp.
5.63%, 7/15/13 (c)
7.88%, 6/15/17 (c)
DIVERSIFIED FINANCIAL SERVICES 1.5%
Bank of America Corp.
7.38%, 5/15/14
7.63%, 6/01/19
Cantor Fitzgerald, LP
7.88%, 10/15/19 (c)
Janus Capital Group, Inc.
6.12%, 4/15/14
6.70%, 6/15/17
Regions Financial Corp.
0.42%, 6/26/12 (b)
ELECTRIC UTILITIES 0.2%
FPL Group Capital, Inc.

7.88%, 12/15/15
15,000,000
18,325,995
HEALTH CARE PROVIDERS & SERVICES 0.1%

Cardinal Health, Inc.
4.00%, 6/15/15
10,000,000
10,145,690
10,000,000
11,406,410
10,000,000
9,950,000
20,000,000
22,025,840
43,382,250
5,100,000
5,155,529
HOTELS, RESTAURANTS & LEISURE 0.4%

International Game Technology
7.50%, 6/15/19
Starwood Hotels & Resorts Worldwide, Inc.
6.75%, 5/15/18
Yum! Brands, Inc.
6.25%, 3/15/18
HOUSEHOLD DURABLES 0.0% (f)
Whirlpool Corp.
8.60%, 5/01/10
8
Principal
Amount
Description
CORPORATE BONDS (continued)

INSURANCE 1.5%
Allstate Corp.
6.13%, 5/15/37 (b)
American Financial Group, Inc.
9.88%, 6/15/19
AON Corp.
8.21%, 1/01/27
Assurant, Inc.
5.63%, 2/15/14
Commerce Group, Inc.
5.95%, 12/09/13
Genworth Life Institutional Funding Trust
5.88%, 5/03/13 (c)
Guardian Life Insurance Company of America
7.38%, 9/30/39 (c)
Infinity Property & Casualty Corp.
5.50%, 2/18/14
Markel Corp.
6.80%, 2/15/13
National Life Insurance Co.
10.50%, 9/15/39 (c)
Progressive Corp.
6.70%, 6/15/37 (b)
Protective Life Corp.
7.38%, 10/15/19
Prudential Financial, Inc.
6.20%, 1/15/15
Reinsurance Group of America, Inc.
6.45%, 11/15/19
Travelers Companies, Inc.
6.25%, 3/15/37 (b)
Unum Group
7.13%, 9/30/16
Willis North America, Inc.
6.20%, 3/28/17
7.00%, 9/29/19
W.R. Berkley Corp.
7.38%, 9/15/19
MACHINERY 0.2%
Caterpillar, Inc.
7.90%, 12/15/18
MEDIA 0.2%
Comcast Corp.
6.30%, 11/15/17
5.70%, 5/15/18
Viacom, Inc.
6.25%, 4/30/16
METALS & MINING 0.2%
Freeport-McMoRan Copper & Gold, Inc.
3.88%, 4/01/15 (b)
MULTILINE RETAIL 0.1%
J.C. Penney Corp., Inc.
8.00%, 3/01/10
Nordstrom, Inc.
6.25%, 1/15/18
OFFICE ELECTRONICS 0.1%
Xerox Corp.
6.35%, 5/15/18
4,000,000
Value
3,740,000
12,000,000
14,088,552
29,600,000
30,926,080
7,945,000
8,281,232
10,918,000
11,149,483
15,000,000
15,305,745
10,000,000
10,426,980
1,650,000
1,638,670
5,000,000
5,368,365
3,000,000
3,156,168
11,000,000
10,218,560
10,000,000
10,597,620
4,000,000
4,401,576
10,000,000
10,299,420
1,350,000
1,286,346
1,000,000
1,067,358
2,000,000
10,000,000
2,036,514
10,504,760
10,000,000
10,843,410
165,336,839
20,000,000
24,673,820
8,000,000
5,000,000
8,854,768
5,311,090
5,000,000
5,587,285
19,753,143
25,000,000
25,524,250
5,740,000
5,740,000
10,000,000
11,030,220
16,770,220
7,000,000
7,632,142
OIL, GAS & CONSUMABLE FUELS 0.1%

Kinder Morgan Energy Partners, LP
9.00%, 2/01/19
Plains All American Pipeline, LP
6.50%, 5/01/18
ROAD & RAIL 0.0% (f)
CSX Transportation, Inc.
8.38%, 10/15/14
SPECIALTY RETAIL 0.5%
AutoZone, Inc.
7.13%, 8/01/18
CVS Pass-Through Trust
8.35%, 7/10/31 (c)
9
5,000,000
6,313,315
5,000,000
5,483,095
11,796,410
4,805,185
5,603,519
16,000,000
18,263,184
19,808,276
22,906,489
Principal
Amount
Description

SPECIALTY RETAIL (continued)
Home Depot, Inc.
5.20%, 3/01/11
5.40%, 3/01/16
5,000,000
6,250,000
Total Corporate Bonds

(Cost $677,419,929)
REAL ESTATE INVESTMENT TRUSTS 0.4%
AMB Property, LP
6.13%, 12/01/16
Brandywine Operating Partnership, LP
5.40%, 11/01/14
Duke Realty, LP
6.25%, 5/15/13
Federal Realty Investment Trust
5.95%, 8/15/14
Kimco Realty Corp.
6.00%, 11/30/12
Mack-Cali Realty Corp.
7.75%, 8/15/19
Regency Centers Corp.
4.95%, 4/15/14
Washington Real Estate Investment Trust
5.13%, 3/15/13
5.35%, 5/01/15
Total Real Estate Investment Trusts
(Cost $46,297,662)
TERM LOANS 2.4%
AUTOMOBILES 0.1%
Oshkosh Truck Corp., Term Loan B, 6.25% - 6.26%, 12/06/13 (b)
Value
5,196,885
6,704,106
53,070,664
766,349,126
3,650,000
3,748,214
3,800,000
3,721,059
10,000,000
10,605,350
5,000,000
5,323,850
6,000,000
6,504,552
10,000,000
11,050,320
1,375,000
1,320,781
1,900,000
6,345,000
1,945,608
6,565,990
50,785,724
8,526,802
8,519,699
CHEMICALS 0.6%
Ashland, Inc., Term Loan B, 7.65%, 5/13/14 (b)
Celanese Holdings, LLC, Dollar Term Loan, 2.00%, 4/02/14 (b)
ISP Chemco, Inc., New Term Loan B, 2.00%, 6/04/14 (b)
Nalco Co., Term Loan B, 2.06%, 11/04/10 (b)
Rockwood Specialties Group, Inc., Term Loan H, 6.00%, 5/15/14 (b)
1,643,886
11,842,717
13,363,454
2,381,767
40,098,812
1,662,380
11,351,457
12,678,577
2,369,858
40,219,108
68,281,380

Aramark Corp., Letter of Credit, 0.09%, 1/26/14 (b)
Aramark Corp., US Term Loan, 2.13%, 1/26/14 (b)
Cenveo Corp., Delayed Draw Term Loan, 4.75%, 6/21/13 (b)
Cenveo Corp., Term Loan C, 4.75%, 6/21/13 (b)
Hertz Corp., Letter of Credit, 0.25%, 12/21/12 (b)
Hertz Corp., Term Loan B, 1.98% - 1.99%, 12/21/12 (b)
896,022
13,624,606
74,394
2,605,693
1,682,825
9,144,958
854,733
12,996,785
74,324
2,603,252
1,641,956
8,922,864
27,093,914
DIVERSIFIED FINANCIAL SERVICES 0.0% (f)

Team Finance, LLC, Term Loan, 2.25%, 11/23/12 (b)
4,897,959
4,720,408
DIVERSIFIED TELECOMMUNICATION SERVICES 0.2%

Intelsat Corp., Tranche B-2-A Term Loan, 2.73%, 1/03/14 (b)
Intelsat Corp., Tranche B-2-B Term Loan, 2.73%, 1/03/14 (b)
Intelsat Corp., Tranche B-2-C Term Loan, 2.73%, 1/03/14 (b)
Windstream Corp., Term Loan B-1, 1.76%, 7/17/13 (b)
5,905,877
5,904,069
5,904,069
2,962,025
5,614,274
5,612,556
5,612,556
2,867,874
19,707,260
19,697,733
15,758,186
2,665,972
5,266,337
2,539,339
5,016,186

Texas Competitive Electric Holding Co., LLC, Term Loan, Tranche B-3, 3.73% - 3.75%, 10/10/14 (b)
ENERGY EQUIPMENT & SERVICES 0.1%
Covanta Energy Corp., 1st Lien, Credit-Link Deposit, 0.15%, 2/09/14 (b)
Covanta Energy Corp., 1st Lien, Term Loan, 1.75%, 2/09/14 (b)
7,555,525
HEALTH CARE EQUIPMENT & SUPPLIES 0.3%
Bausch & Lomb Inc., Delayed Draw Term Loan, 3.50%, 4/24/15 (b)
Bausch & Lomb Inc., Parent Term Loan, 3.50%, 4/24/15 (b)
Biomet, Inc., Dollar Term Loan, 3.23% - 3.25%, 9/25/13 (b)
Fresenius Medical Care AG & Co. KGaA, Term Loan B, 1.62% - 1.63%, 3/31/13 (b)
757,667
3,120,000
19,742,501
16,583,587
725,676
2,988,267
19,096,388
16,669,955
39,480,286

HCA, Inc., Term Loan A, 1.50%, 11/16/12 (b)
HealthSouth Corp., Term Loan, 2.51%, 3/10/13 (b)
Iasis Healthcare, LLC, Delayed Draw Term Loan, 2.23%, 3/14/14 (b)
Iasis Healthcare, LLC, Letter of Credit, 0.13%, 3/14/14 (b)
Iasis Healthcare, LLC, Term Loan B, 2.23%, 3/14/14 (b)
3,694,993
2,753,105
707,577
191,561
2,046,263
3,489,651
2,661,909
673,672
182,382
1,948,212
8,955,826
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS 0.1%

NRG Energy, Inc., Credit-Linked Deposit, 0.15%, 12/09/13 (b)
NRG Energy, Inc., Term Loan, 1.97% - 2.00%, 12/09/13 (b)
2,564,854
4,362,009
2,474,210
4,207,851
6,682,061

10
Principal
Amount
Description
TERM LOANS (continued)

MACHINERY 0.2%
Bucyrus International, Inc., Tranche C Term Loan, 4.50%, 2/17/16 (b)
20,000,000
Value
20,106,000
MEDIA 0.0% (f)

Catalina Marketing Corp., Term Loan, 2.98%, 10/01/14 (b)
National CineMedia, LLC, Term Loan, 2.01%, 2/13/15 (b)
2,863,980
2,000,000
2,762,847
1,924,166
4,687,013

Neiman Marcus Group, Inc., Term Loan, 2.26%, 4/06/13 (b)
20,656,026
18,539,940
PAPER & FOREST PRODUCTS 0.2%

Georgia-Pacific Corp., Additional Term Loan B, 2.24% - 2.25%, 12/21/12 (b)
Georgia-Pacific Corp., Term Loan A, 2.25%, 12/20/11 (b)
Georgia-Pacific Corp., Term Loan B, 2.25% - 2.26%, 12/21/12 (b)
Georgia-Pacific Corp., Term Loan C, 3.49% - 3.51%, 12/21/12 (b)
2,279,319
1,460,565
10,482,309
7,909,708
2,226,040
1,448,224
10,237,285
7,891,911
21,803,460
Total Term Loans

(Cost $258,075,776)
271,890,958
Shares
SHORT-TERM INVESTMENTS 6.6%

MONEY MARKET FUNDS 6.6%
Dreyfus Cash Management Fund - 0.08% (g)
DWS Money Market Series Institutional - 0.11% (g)
Total Short-Term Investments
(Cost $759,721,987)
Total Investments 101.3%
(Cost $10,876,074,440) (h)
Liabilities in excess of other assets (1.3)%
Net Assets100.0%
359,721,987
400,000,000
359,721,987
400,000,000
759,721,987
11,567,280,317
(145,426,012)
11,421,854,305
(a) Fannie Mae remains in conservatorship since the Federal Housing Finance Agency put it there on September 7, 2008.
(b) Floating rate security. Rate disclosed was in effect at February 28, 2010.
(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt
from registration, normally to qualified institutional buyers. At February 28, 2010, the value of these securities amounted to $2,977,624,247 or
26.1% of net assets.
(d) Security fair-valued in accordance with procedures established by the Valuation Committee under the general supervision of the Board of
Directors. At February 28, 2010, the value of these securities amounted to $1,210,239,876 or 10.6% of net assets.
(e) Illiquid security. At February 28, 2010, the value of these securities amounted to $1,210,239,876 or 10.6% of net assets.
(f) Less than 0.05%.
(g) Represents annualized 7-day yield at February 28, 2010.
(h) Cost for Federal income tax purposes is substantially the same as for financial reporting purposes and net unrealized appreciation (depreciation)
consists of:
Aggregate gross unrealized appreciation
Aggregate gross unrealized depreciation
Net unrealized appreciation
$
$
11
825,316,354
(134,110,477)
691,205,877

Notes to Quarterly Portfolio of Investments
1. Organization
The Thirty-Eight Hundred Fund, LLC (the Fund) (previously Jerboa Funding, LLC) was formed as a limited liability company under the laws of
the State of Delaware on April 15, 2003. On December 28, 2007, the Fund changed its name and filed a registration statement under the Investment
Company Act of 1940 as a non-diversified, closed-end management investment company. The Fund commenced full scale investment activities on
February 14, 2008. The Fund currently has one direct beneficial owner, Thirty-Eight Hundred Investments Limited (the Feeder Fund), a Cayman
Islands exempted company, that owns all of the outstanding common shares. In turn, all of the common shares are indirectly beneficially owned by
Wells Fargo & Company. The Feeder Fund may from time to time make additional paid-in capital contributions to the Fund without receiving
additional common shares. These additional capital contributions are reflected on the Statements of Changes in Net Assets within the Funds Annual
Report or Semi-Annual Report as contributed additional paid-in capital. The Fund has no present intention of offering additional common shares.
The Funds primary investment objective is to maximize total returns while seeking to maintain relative stability of principal and adequate liquidity.
2. Significant Accounting Policies
The Funds financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported amounts of increase and decrease in net assets from operations during the fiscal
period. Changes in economic environment, financial markets and any other parameters used in determining these estimates could cause actual results
to differ materially. The following summarizes the significant accounting policies of the Fund:
Valuation of Investments The securities of the Fund are carried at their fair value. Security prices are generally provided by outside pricing
services approved by the Funds Board of Directors (Directors). These pricing services may use broker quotes or models that consider such bond
characteristics as coupon rate, rating, issue type, prepayment speed and maturity, when pricing securities. When market quotations are not readily
available including circumstances under which Wells Capital Management Incorporated (the Investment Adviser) determines that the market
quotations are not reflective of a securitys market value, portfolio securities are valued at their fair value as determined in good faith under
procedures established by the Funds valuation committee and under the general supervision of the Directors. Fair value estimates are made at a point
in time, based on recent market data as well as the best information available about the portfolio securities.
Short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days
prior to maturity and thereafter at amortized cost based on their value on the 61st day where such securities are of the highest credit quality.
Loans are valued at the average of bid quotations obtained from a pricing service. The Fund has engaged an independent pricing service to provide
market value quotations from dealers in loans. As of February 28, 2010, all investments in term loans were valued based on prices from such
services.
12

Notes to Quarterly Portfolio of Investments (continued)
The Fund is subject to fair value accounting standards that define fair value, establish a framework for measuring and provide a three level hierarchy
for valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows: Level 1
quoted prices in active markets for identical securities, Level 2 other significant observable inputs (including quoted prices for similar securities,
interest rates, prepayment speeds, credit risk, etc.) and Level 3 significant unobservable inputs (including the Funds own assumptions in
determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk
associated with investing in those securities. The following is a summary of the inputs used as of February 28, 2010, in valuing the Funds assets
carried at fair value:
Investments
Level 1
Residential Mortgage-Backed Securities-Agency

Residential Mortgage-Backed Securities
Commercial Mortgage-Backed Securities
Auto Lease Backed Securities
Credit Card Backed Securities
Corporate Bonds
Real Estate Investment Trusts
Term Loans
Money Market Funds
Total Investments
759,721,987
759,721,987
Level 2
Level 3
$ 1,617,923,884
2,614,218,109
3,691,325,184
29,374,339
555,451,130
766,349,126
50,785,724
271,890,958
$ 9,597,318,454
1,210,239,876
$ 1,210,239,876
Total
1,617,923,884
2,614,218,109
3,691,325,184
1,239,614,215
555,451,130
766,349,126
50,785,724
271,890,958
759,721,987
11,567,280,317
Fair value estimates for auto lease backed securities for which limited observable market data is available are based on judgments regarding the
current economic environment, observable spreads of auto loan backed securities, collateral, credit, interest rate risks and other such factors. These
estimates involve significant uncertainties and judgments and cannot be determined with precision. In addition, changes in the underlying
assumptions used in the fair value measurement technique could significantly affect these fair value estimates.
The Investment Adviser reviews the inputs used in the fair valuation of the auto lease backed securities which is currently comprised of 10% on
brokers indicative bids and 90% on spreads calculated by the Investment Adviser that rely on recent market data. The Investment Adviser uses
observable spreads of auto loan backed securities and then adjusts these spread by factors that are related to the differences attributable to the auto
lease backed securities and the differences between domestic and foreign issuers. In addition, the spread is also adjusted for risk and liquidity to
arrive at a fair value of the auto lease backed securities. There have been no changes in the valuation techniques used since the November 30, 2009
annual report.
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Auto Lease Backed
Securities
Investments in Securities
Balance as of November 30, 2009

Accrued Accretion / (Amortization)
Change in Unrealized Appreciation / (Depreciation)
Net Purchases / (Sales)
Realized Gain / ( Loss)
Transfers In / (Out)
Balance as of February 28, 2010
$
13
1,658,843,985
(15,677,771)
(432,926,338)
1,210,239,876

Loan Assignments, Participations and Commitments The Fund invests in loan assignments and loan participations. Loan assignments and
participations are agreements to make money available to a borrower in a specified amount, at a specified rate and within a specified time. Such loan
assignments and participations are typically senior, secured and collateralized in nature. The Fund records an investment on trade date and begins to
accrue interest when the borrower withdraws money. These loans pay interest at rates which are periodically reset by reference to a base lending rate
plus a spread.
The loans in which the Fund invests are generally readily marketable, but may be subject to some restrictions on resale. For example, the Fund may
be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.
The Fund assumes the credit risk of the borrower, the selling participant and any other persons interpositioned between the Fund and the borrower
(intermediate participants). In the event that the borrower, selling participant or intermediate participants become insolvent or enters into
bankruptcy, the Fund may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.
Unfunded loan commitments represent the remaining obligations of the Fund to the borrowers. At any point in time, up to the maturity date of an
issue, the borrower may demand the unfunded portion. The Fund records these commitments on the trade date and begins to accrue interest on the
date the commitment is funded. Net change in unrealized appreciation/depreciation on unfunded loan commitments is shown on the Statement of
Operations within the Funds Annual Report or Semi-Annual Report. As of February 28, 2010, the Fund had no unfunded loan commitments.
Repurchase Agreements A repurchase agreement, which provides a means for the Fund to earn income on uninvested cash for periods as short as
overnight, is an arrangement under which the purchaser (i.e., the Fund) purchases a security, usually in the form of a debt obligation (the
Obligation) and the seller agrees, at the time of sale, to repurchase the Obligation at a specified time and price. The Funds custodian receives the
collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued
interest. In the event of the sellers default of the Obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in
satisfaction of the Obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization
and/or retention of the collateral may be subject to legal proceedings. As of February 28, 2010, the Fund had no repurchase agreements.
Securities Traded on a To-Be-Announced Basis The Fund may transact in To-Be-Announced Securities (TBAs). As with other delayed
delivery transactions, a seller agrees to issue TBAs at a future date. However, the seller does not specify the particular securities to be delivered.
Instead, the Fund agrees to accept any security that meets specified terms such as issuer, interest rate and terms of underlying mortgages. The Fund
records TBAs on the trade date, utilizing information associated with the specified terms of the transaction as opposed to the specific mortgages.
TBAs are marked-to-market daily and begin earning interest on the settlement date. Losses may occur due to the fact that the actual underlying
mortgages received may be less favorable than those anticipated by the Fund. As of February 28, 2010, the Fund had no TBAs.
14

3. Risk Involved in Investing in the Fund
In the normal course of business the Fund may enter into contracts that contain a variety of representations that provide general indemnification. The
Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have
not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of losses to be remote.
The Fund invests in both residential and commercial mortgage-backed securities (MBS). MBS are securities backed by mortgages from which
investors receive payments out of the interest and principal on the underlying mortgages. MBS may have less potential for capital appreciation than
comparable fixed income securities due to the likelihood of increased prepayments of mortgages in the event that interest rates decline. If the Fund
buys MBS at a premium, mortgage foreclosures and prepayments of principal by mortgagors may result in some loss of the Funds principal
investment to the extent of the premium paid. Alternatively, in a rising interest rate environment, the value of MBS may be adversely affected when
payments on underlying mortgages do not occur as anticipated, resulting in the extension of the securitys effective maturity and the related increase
in interest rate sensitivity of a longer-term instrument. The value of MBS may also change due to shifts in the markets perception of issuers and
regulatory or tax changes adversely affecting the mortgage securities market as a whole. In addition, MBS are subject to the credit risk associated
with the performance of the underlying mortgage properties. In certain instances, third-party guarantees or other forms of credit support can reduce
the credit risk. If the Fund purchases MBS that are subordinated to other interests in the same mortgage pool, the Fund as a holder of those
securities may only receive payments after the pools obligations to other investors have been satisfied.
Prior events have increased volatility in the values of many securities held in the Funds portfolio. For example, the U.S. Government placed Fannie
Mae and Freddie Mac into conservatorship; Lehman filed for protection under the bankruptcy laws; Bank of America acquired Merrill Lynch; Wells
Fargo has purchased Wachovia; and Citigroup and Morgan Stanley have combined their retail brokerage units. The Portfolio of Investments dated
February 28, 2010 includes securities of some of these issuers and others that have been affected by these events. To the extent that the Fund
continues to own these securities, the value of these securities may be subject to increased volatility.
4. New Accounting Pronouncement
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06 Improving
Disclosures about Fair Value Measurements. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for
significant transfers in and out of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both
recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances, and
settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward
of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. At
this time, management is evaluating the implications of ASU No. 2010-06 and its impact on the financial statements has not been determined.
15

5. Subsequent Events
Subsequent events occurring after the date of this report have been evaluated for potential impact to this report through the date the report was
issued. Management has determined that there are no material events that would require disclosure through this date.
16
Item 2.
Controls and Procedures.
(a) The Registrants Chief Executive Officer and Principal Financial Officer have concluded that the Registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)) are effective, based on their evaluation
of these disclosure controls and procedures required by Rule 30a-3(b) under the Act as of a date within 90 days of the filing date of this
report.
(b) There were no changes in the Registrants internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that
occurred during the Registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants
internal control over financial reporting.
Item 3.
Exhibits.
Certifications as required by Rule 30a-2(a) under the Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
By: /s/ Joseph R. York

Joseph R. York
Date:
April 28, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ Joseph R. York
Joseph R.York
Date:
April 28, 2010
By: /s/ Trudance L. C. Bakke

Trudance L. C. Bakke
Date:
April 28, 2010

This N-Q Filing
Date
Other Filings
4/15/03
12/28/07 N-8A, 3
2/14/08 3
9/7/08
11/30/09 NSAR-B, N-CSR
12/1/09
12/15/09
For The Period Ended 2/28/10
4/28/10
Filed On / Filed As Of / Effective As Of 4/29/10
12/15/10
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Documents Incorporated By Reference in 'N-Q' Filing 1104659-10-23364

Filed re: 11/30/09
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Merrill Corp-MD/FA
N-CSR
11/30/09
4:256
NSAR-B
11/30/09
5:61
Filing-Type descriptions:
N-CSR Certified Annual Shareholder Report of a Management Investment
Company Form N-CSR.
NSAR- Annual Report of a Money-Management Company Form N-SAR.
B
UNITED STATES
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-22158

Las Vegas, Nevada
89169-0925
(Zip code)
Joseph R. York
Registrants telephone number, including area code:
Date of fiscal year end:
Date of reporting period:
(702) 791-6346
November 30
November 30, 2009
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR
270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking
roles.
A Registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A Registrant is
not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management
and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any
suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The
OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. 3507.
Item 1. Report(s) to Stockholders.

The Registrants annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1) is
as follows:

Annual Report
November 30, 2009

TABLE OF CONTENTS
Page
Statement of Assets and Liabilities
14
Statement of Operations
15
Statements of Changes in Net Assets
16
Statement of Cash Flows
17
Notes to Financial Statements
18
Financial Highlights
25
Report of Independent Registered Public Accounting Firm
26
Directors and Officers of the Fund (unaudited)
27
Additional Information (unaudited)
30

November 30, 2009
Dear Shareholders:
This past year has been one of nearly unprecedented market volatility, followed by massive intervention by the Federal Reserve (Fed) and the
Treasury Department. The Feds sizeable residential mortgage backed securities (MBS) purchase program has helped restore order and confidence
in the market. Government sponsored lending programs, including Term Asset-Backed Securities Loan Facility (TALF), helped jumpstart other
markets such as commercial mortgage backed securities (CMBS).
The key market segments in which we have accumulated assets - MBS, CMBS, and auto lease backed securities (Auto) - have all performed well
in 2009.
MBS spreads improved dramatically on both agency-backed and non-agency/private MBS. Spread tightening was driven principally by strong
demand from the Fed purchase program and a grab for assets from a number of investors coupled with a lack of new issuance on the non-agency
side. These forces narrowed spreads by as much as 75-100bp resulting in appreciation in the value of MBS held by the Fund.
Similarly, CMBS spreads narrowed in 2009 benefiting from Government support through Public Private Investment Program (PPIP) and TALF.
The CMBS components of Barclays Capital US Aggregate Index delivered +2,710 excess returns vs. US Treasuries for full year 2009. CMBS was a
strong contributor to the Funds 2009 performance.
The Auto paper market was the strongest performer for the Fund in 2009 and is the closest to what participants would call back to normal. Nominal
spreads contracted dramatically by the end of 2009; for example 3-Yr AAA Auto paper spreads narrowed by more than 600bp from year-end 2008.
This performance was reflected in the increased valuation of the Funds Auto investments.
It has become increasingly difficult, however, to source new investments with an adequate return, as overall fixed income securities rallied in price
during 2009, resulting in low current yields. This challenge is magnified, as the Funds current investment mix throws off significant monthly cash
flows.
As result of limited opportunities in the term market, we expect to carry somewhat larger portion of the Funds assets in a money market strategy.
Consequently, it is unlikely that the Fund will be able to replicate the performance of the past year.
Regards,
Wells Capital Management
1

November 30, 2009
Principal
Amount
Description
RESIDENTIAL MORTGAGE-BACKED SECURITIESAGENCY 16.1%

Federal National Mortgage Association (Fannie Mae) (a)
Pool # 898832, 5.50%, 11/01/36
Pool # 256513, 5.50%, 12/01/36
Pool # 922039, 5.50%, 2/01/37
Pool # 916976, 5.50%, 4/01/37
Pool # 256799, 5.50%, 7/01/37
Pool # 936523, 5.50%, 7/01/37
Pool # 888638, 5.50%, 9/01/37
Pool # 966544, 5.50%, 10/01/37
Pool # 947985, 5.50%, 11/01/37
Pool # 953397, 5.50%, 11/01/37
Pool # 966312, 5.50%, 11/01/37
Pool # 954918, 5.50%, 12/01/37
Pool # 956968, 5.50%, 12/01/37
Pool # 959005, 5.50%, 12/01/37
Pool # 960376, 5.50%, 12/01/37
Pool # 960392, 5.50%, 12/01/37
Pool # 965506, 5.50%, 12/01/37
Pool # 966418, 5.50%, 12/01/37
Pool # 966422, 5.50%, 12/01/37
Pool # 967277, 5.50%, 12/01/37
Pool # 933343, 5.50%, 1/01/38
Pool # 953590, 5.50%, 1/01/38
Pool # 954243, 5.50%, 1/01/38
Pool # 956507, 5.50%, 1/01/38
Pool # 956844, 5.50%, 1/01/38
Pool # 956846, 5.50%, 1/01/38
Pool # 956847, 5.50%, 1/01/38
Pool # 960427, 5.50%, 1/01/38
Pool # 960482, 5.50%, 1/01/38
Pool # 960511, 5.50%, 1/01/38
Pool # 960550, 5.50%, 1/01/38
Pool # 960569, 5.50%, 1/01/38
Pool # 960718, 5.50%, 1/01/38
Pool # 960757, 5.50%, 1/01/38
Pool # 961311, 5.50%, 1/01/38
Pool # 961347, 5.50%, 1/01/38
Pool # 965620, 5.50%, 1/01/38
Pool # 966745, 5.50%, 1/01/38
Pool # 966758, 5.50%, 1/01/38
Pool # 966764, 5.50%, 1/01/38
Pool # 967040, 5.50%, 1/01/38
Pool # 967985, 5.50%, 1/01/38
Pool # 961426, 5.50%, 2/01/38
Pool # 961456, 5.50%, 2/01/38
Pool # 961491, 5.50%, 2/01/38
Pool # 961529, 5.50%, 2/01/38
Pool # 961632, 5.50%, 2/01/38
Pool # 961691, 5.50%, 2/01/38
Pool # 966779, 5.50%, 2/01/38
Pool # 968302, 5.50%, 2/01/38
Pool # 968328, 5.50%, 2/01/38
Pool # 969008, 5.50%, 2/01/38
Pool # 969397, 5.50%, 2/01/38
Pool # 969700, 5.50%, 2/01/38
Pool # 972203, 5.50%, 2/01/38
Pool # 257123, 5.50%, 3/01/38
Pool # 933721, 5.50%, 3/01/38
Pool # 953613, 5.50%, 3/01/38
Pool # 956868, 5.50%, 3/01/38
Pool # 962281, 5.50%, 3/01/38
18,454,758
21,276,016
29,195,227
20,978,944
17,777,937
21,321,472
11,446,310
7,304,015
34,580,540
20,303,814
541,228
8,103,904
10,057,110
6,307,055
20,109,868
17,325,346
12,841,386
14,253,932
5,963,613
11,879,115
5,046,366
20,903,869
6,943,824
4,965,320
5,120,767
25,853,524
23,870,422
22,309,866
25,913,450
42,361,836
19,526,154
14,811,794
28,528,665
4,617,606
19,082,574
40,992,850
5,185,742
5,504,699
5,504,984
5,114,094
14,655,038
5,528,084
29,402,507
13,788,550
27,225,455
22,495,626
5,836,808
6,455,479
2,707,273
29,753,075
11,818,837
5,994,669
208,153
13,314,012
4,004,415
5,681,686
55,050,476
8,467,192
3,761,372
74,832,771
Value
19,668,014
22,674,748
31,091,777
22,341,756
18,932,809
22,706,534
12,189,873
7,778,490
36,826,925
21,622,769
576,387
8,630,341
10,710,429
6,716,767
21,416,224
18,450,817
13,675,575
15,179,881
6,351,015
12,650,793
5,374,183
22,261,804
7,394,901
5,287,872
5,453,417
27,532,993
25,421,067
23,759,136
27,596,812
45,113,701
20,794,591
15,773,982
30,381,914
4,917,570
20,322,196
43,655,784
5,522,612
5,862,289
5,862,592
5,446,310
15,607,043
5,887,194
31,312,522
14,684,268
28,994,046
23,956,963
6,215,972
6,874,833
2,883,140
31,685,863
12,586,600
6,384,089
221,675
14,178,902
4,264,545
6,050,773
58,626,607
9,017,228
4,005,715
79,693,978
Pool # 962304, 5.50%, 3/01/38

Pool # 962344, 5.50%, 3/01/38
Pool # 965756, 5.50%, 3/01/38
Pool # 972385, 5.50%, 3/01/38
Pool # 973028, 5.50%, 3/01/38
Pool # 975198, 5.50%, 3/01/38
Pool # 975202, 5.50%, 3/01/38
Pool # 257161, 5.50%, 4/01/38
Pool # 962441, 5.50%, 4/01/38
Pool # 976379, 5.50%, 4/01/38
Pool # 984745, 5.50%, 6/01/38
Pool # 986013, 5.50%, 6/01/38
Pool # 986519, 5.50%, 6/01/38
Pool # 964380, 5.50%, 7/01/38
Pool # 970025, 5.50%, 7/01/38
Pool # 981517, 5.50%, 7/01/38
Pool # 981723, 5.50%, 7/01/38
Pool # 981872, 5.50%, 7/01/38
Pool # 982199, 5.50%, 7/01/38
Pool # 982664, 5.50%, 7/01/38
Pool # 983334, 5.50%, 7/01/38
48,660,097
65,778,613
10,575,106
14,886,018
8,471,847
15,225,620
4,771,391
35,314,707
14,117,005
19,626,634
8,307,667
46,238,689
23,074,397
6,793,165
8,963,718
9,075,762
12,711,627
11,761,816
19,775,653
23,597,469
33,978,607
The accompanying notes are an integral part of these financial statements.
2
51,821,103
70,051,653
11,262,074
15,853,028
9,022,186
16,214,690
5,081,345
37,608,784
15,034,059
20,901,599
8,847,341
49,242,398
24,573,332
7,234,455
9,546,009
9,665,332
13,537,386
12,525,875
21,060,298
25,130,383
36,185,889
Principal
Amount
Description
RESIDENTIAL MORTGAGE-BACKED SECURITIESAGENCY (continued)

Federal National Mortgage Association (Fannie Mae) (continued)
Pool # 985704, 5.50%, 7/01/38
Pool # 986043, 5.50%, 7/01/38
Pool # 986656, 5.50%, 7/01/38
Pool # 986657, 5.50%, 7/01/38
Pool # 986686, 5.50%, 7/01/38
Pool # 986734, 5.50%, 7/01/38
Pool # 257306, 5.50%, 8/01/38
Pool # 964528, 5.50%, 8/01/38
Total Residential Mortgage-Backed SecuritiesAgency
(Cost $1,629,982,428)
RESIDENTIAL MORTGAGE-BACKED SECURITIES 21.1%
Adjustable Rate Mortgage Trust
5.33%, 4/25/35 (b)
Banc of America Funding Corp.
5.25%, 9/20/34
5.79%, 5/20/36 (b)
5.63%, 6/20/37 (b)
Banc of America Mortgage Securities, Inc.
5.75%, 8/25/34
Bear Stearns Adjustable Rate Mortgage Trust
4.97%, 2/25/34 (b)
Chase Mortgage Finance Trust
4.59%, 2/25/37 (b)
Citicorp Mortgage Securities, Inc.
4.50%, 5/25/33
Series2005-5, Class 3A1
5.00%, 8/25/35
Citigroup Mortgage Loan Trust, Inc.
Series 2005-4, Class A
5.34%, 8/25/35 (b)
Series 2007-AR4, Class 1A1A
5.96%, 3/25/37 (b)
6.25%, 11/25/37 (b)(c)(e)
Countrywide Home Loan Mortgage Pass-Through Trust
0.64%, 5/25/33 (b)
3.70%, 10/25/33 (b)
3.58%, 12/25/33 (b)
5.50%, 3/25/35
5.50%, 7/25/35
6.00%, 3/25/37
6.00%, 3/25/37
First Horizon Mortgage Pass-Through Trust
5.00%, 3/25/35
5.50%, 10/25/35
28,575,482
14,020,785
115,745,075
16,699,291
8,657,180
7,884,743
22,541,468
26,832,926
Value
30,431,772
14,931,588
123,263,984
17,784,093
9,219,558
8,396,943
24,005,782
28,576,018
1,774,068,563
17,611,936
15,134,549
7,181,052
7,062,577
26,494,149
20,795,305
12,243,446
8,700,271
15,808,127
15,521,604
3,432,570
3,237,541
23,996,317
22,067,001
6,435,363
6,416,937
16,653,579
15,633,547
16,571,890
14,848,332
156,172,405
124,513,697
88,338,898
85,470,419
8,411,471
7,708,596
19,681,187
16,965,732
27,614,718
25,158,013
31,119,540
29,245,555
8,724,789
8,144,045
23,897,848
20,119,000
25,445,377
21,549,054
19,804,950
18,319,141
18,109,916
15,929,330
5.50%, 12/25/35
6.00%, 2/25/37
GSR Mortgage Loan Trust
5.23%, 11/25/35 (b)
IndyMac INDA Mortgage Loan Trust
5.77%, 3/25/37 (b)
Jefferies & Co., Inc.
Series 2009-R1, Class 5A1
5.17%, 5/21/36 (b)(c)(e)
J.P. Morgan Mortgage Trust
4.69%, 10/25/33 (b)
4.95%, 7/25/34 (b)
3
9,028,325
8,065,654
13,642,420
12,299,620
32,472,446
27,226,571
39,836,962
26,507,140
21,287,076
19,676,055
5,000,000
4,215,284
11,742,100
10,366,376
Principal
Amount
Description

J.P. Morgan Mortgage Trust (continued)
4.64%, 9/25/34 (b)
5.21%, 2/25/35 (b)
Series 2005-A5, Class TA1
5.43%, 8/25/35 (b)
Series 2005-S2, Class 2A2
5.25%, 9/25/35
J.P. Morgan Re-Remic
5.00%, 1/26/21 (c)(e)
Lehman Mortgage Trust
6.00%, 3/25/38
MASTR Adjustable Rate Mortgages Trust
2.97%, 10/25/33 (b)
Merrill Lynch Mortgage Investors Trust
3.79%, 2/25/34 (b)
5.81%, 5/25/36 (b)
5.72%, 1/25/37 (b)
5.72%, 1/25/37 (b)
PHHMC Mortgage Pass Through Certificates
6.00%, 5/25/38
Prime Mortgage Trust
4.75%, 10/25/33
RBSSP Resecuritization Trust
5.03%, 1/26/36 (b)(c)(e)
Sequoia Mortgage Trust
2.14%, 6/20/34 (b)
2.55%, 7/20/34 (b)
6.08%, 10/20/46 (b)
Thornburg Mortgage Securities Trust
0.92%, 4/25/43 (b)
5.07%, 6/25/43 (b)
0.56%, 9/25/43 (b)
Series 2004-1, Class I2A
0.69%, 3/25/44 (b)
Series 2004-4, Class 1A
0.53%, 12/25/44 (b)
WaMu Mortgage Pass-Through Certificates
Series 2007-HY5, Class 3A1
5.80%, 5/25/37 (b)
Wells Fargo Mortgage-Backed Securities Trust
Series 2003-A, Class A5
4.74%, 2/25/33 (b)
3.96%, 12/25/34 (b)
3.96%, 12/25/34 (b)
Series 2004-K, Class 1A2
8,363,251
Value
8,121,177
23,421,685
21,361,055
153,565,161
141,602,680
17,111,977
15,444,733
50,411,858
49,593,512
108,203,950
95,040,669
24,533,410
22,960,161
6,237,593
5,984,443
16,321,725
14,266,696
10,577,000
9,248,311
16,250,000
13,740,136
37,453,643
32,280,359
11,588,331
11,497,641
675,346,812
664,364,930
10,719,569
9,439,949
12,042,429
9,790,149
45,485,448
35,890,157
15,099,205
12,677,151
24,866,173
23,518,521
14,153,286
12,076,354
1,257,096
1,149,194
4,621,662
3,984,047
15,824,863
11,924,238
3,944,732
3,363,994
5,501,647
5,462,585
12,879,090
12,617,932
4.46%, 7/25/34 (b)

Series 2004-P, Class 2A1
3.06%, 9/25/34 (b)
Series 2004-Q, Class 1A3
4.88%, 9/25/34 (b)
Series 2004-R, Class 2A1
3.00%, 9/25/34 (b)
5.03%, 4/25/35 (b)
5.00%, 10/25/35 (b)
6.00%, 9/25/36
6.00%, 10/25/36
5.78%, 4/25/36 (b)
5.50%, 8/25/36 (b)
4
12,864,274
12,237,239
7,184,149
6,565,620
3,860,811
3,277,810
12,353,049
11,462,357
39,037,556
35,499,383
69,033,409
60,931,828
52,988,784
46,199,596
26,181,975
22,827,409
50,000,000
37,543,445
15,332,117
12,102,916
Principal
Amount
Description

Wells Fargo Mortgage-Backed Securities Trust (continued)
5.83%, 10/25/36 (b)
5.75%, 2/25/37
6.00%, 5/25/37
6.00%, 6/25/37
6.00%, 9/25/37
Series 2007-14, Class 2AI
5.50%, 10/25/22
6.00%, 12/28/37 (b)
Total Residential Mortgage-Backed Securities
(Cost $2,283,704,149)
COMMERCIAL MORTGAGE-BACKED SECURITIES 32.1%
Banc of America Commercial Mortgage, Inc
5.74%, 5/10/45 (b)
5.77%, 5/10/45 (b)
5.89%, 7/10/44 (b)
5.81%, 7/10/44 (b)
5.63%, 7/10/46
5.41%, 9/10/47
Bear Stearns Commercial Mortgage Securities Trust
5.72%, 9/11/38 (b)
5.76%, 9/11/38 (b)
5.54%, 9/11/41
5.27%, 12/11/38
5.33%, 2/11/44
Series 2007-PW15, Class AM
5.36%, 2/11/44
5.72%, 6/11/40 (b)
5.69%, 6/11/50 (b)
5.70%, 6/11/50
5.47%, 1/12/45 (b)
Citigroup Commercial Mortgage Trust
5.70%, 12/10/49 (b)
6.09%, 12/10/49 (b)
Citigroup/Deutsche Bank Commercial Mortgage Trust
5.36%, 1/15/46 (b)
5.62%, 10/15/48
5.32%, 12/11/49
13,138,834
Value
9,539,404
9,021,295
7,447,054
76,354,693
66,189,974
38,039,915
31,834,653
52,981,441
46,193,194
27,302,902
27,592,995
31,892,982
26,780,945
2,322,523,542
27,695,000
27,072,610
2,710,000
2,193,776
29,675,000
26,698,206
2,495,000
1,798,122
6,000,000
5,750,429
15,555,000
14,713,401
5,000,000
5,025,277
2,600,000
1,664,293
2,170,000
2,118,183
5,000,000
2,807,199
51,123,000
43,797,887
12,500,000
8,087,206
103,572,000
90,899,562
20,000,000
17,493,126
7,500,000
6,462,032
54,350,000
51,402,420
75,000,000
66,261,885
77,612,805
67,462,618
20,000,000
19,008,906
14,500,000
13,693,329
79,668,000
67,149,345
Series 2007-CD4, Class AMFX

5.37%, 12/11/49 (b)
5.89%, 11/15/44 (b)
Commercial Mortgage Pass-Through Certificates
5.77%, 6/10/46 (b)
5.82%, 12/10/49 (b)
5.66%, 3/15/39 (b)
5.83%, 6/15/38 (b)
5.31%, 12/15/39
5
6,770,500
4,399,711
4,050,000
3,797,047
34,500,000
34,254,591
128,891,353
115,116,219
2,200,000
1,855,639
12,500,000
10,514,085
10,000,000
8,236,303
Principal
Amount
Description

Credit Suisse Commercial Mortgage Trust (continued)
5.38%, 2/15/40
5.70%, 9/15/40 (b)
5.49%, 4/25/36 (b)(c)(e)
5.80%, 4/25/36 (b)(c)(e)
5.99%, 7/26/49 (b)(c)(e)
6.03%, 7/26/49 (b)(c)(e)
CW Capital Cobalt Ltd.
5.22%, 8/15/48
5.48%, 4/15/47 (b)
5.82%, 5/15/46 (b)
Goldman Sachs Mortgage Securities Corporation II
5.81%, 8/10/45 (b)
Greenwich Capital Commercial Funding Corp
5.92%, 7/10/38 (b)
5.44%, 3/10/39
5.74%, 12/10/49
J.P. Morgan Chase Commercial Mortgage Securities Corp.
5.48%, 12/12/44 (b)
5.49%, 12/12/44 (b)
5.55%, 5/12/45
5.43%, 12/12/43
5.49%, 12/12/43 (b)
5.87%, 4/15/45 (b)
5.40%, 5/15/45
5.34%, 5/15/47
5.72%, 2/15/51
5.44%, 6/12/47
5.75%, 2/12/49 (b)
5.79%, 2/12/51 (b)
Series 2007-LDPX, Class AM
5.46%, 1/15/49 (b)
LB-UBS Commercial Mortgage Trust
5.16%, 2/15/31
5.66%, 3/15/39 (b)
5.42%, 2/15/40
12,500,000
Value
9,930,879
12,782,500
10,208,383
77,946,099
73,269,333
341,709,457
331,458,173
322,443,501
315,994,631
176,912,947
176,912,947
2,850,000
2,434,202
168,812,537
135,520,122
157,295,000
127,101,658
57,000,000
46,920,787
102,660,000
93,213,206
52,162,500
44,513,584
25,000,000
21,850,228
12,500,000
11,973,775
10,000,000
6,054,479
7,550,000
7,248,177
113,554,500
107,765,957
10,000,000
5,661,748
19,968,000
18,988,915
6,000,000
5,571,487
14,530,000
12,238,308
50,000,000
38,599,195
105,915,000
91,154,167
14,815,000
12,982,728
50,000,000
43,699,880
16,582,500
10,741,031
1,275,000
1,245,655
7,500,000
7,167,535
37,500,000
31,251,124

5.46%, 2/15/40
5.43%, 2/15/40
5.87%, 9/15/45 (b)
Merrill Lynch/Countrywide Commercial Mortgage Trust
5.41%, 7/12/46 (b)
5.46%, 7/12/46 (b)
5.17%, 12/12/49 (b)
5.38%, 8/12/48
5.49%, 3/12/51 (b)
5.96%, 8/12/49 (b)
6
11,624,000
7,610,587
18,095,000
15,694,286
186,017,500
162,172,307
11,700,000
10,968,321
10,000,000
7,139,334
51,059,500
43,140,493
35,557,000
27,437,243
48,160,000
38,667,346
131,633,000
116,758,168
Principal
Amount
Description

Merrill Lynch/Countrywide Commercial Mortgage Trust (continued)
5.70%, 9/12/49
Merrill Lynch Mortgage Trust
5.74%, 8/12/43 (b)
5.69%, 2/12/51
Morgan Stanley Capital I Trust
5.73%, 7/12/44 (b)
5.33%, 11/12/41
Series 2006-T21, Class AJ
5.27%, 10/12/52 (b)
5.45%, 2/12/44 (b)
5.36%, 3/15/44
5.41%, 3/15/44
5.69%, 4/15/49 (b)
5.88%, 6/11/49 (b)
5.81%, 12/12/49
6.11%, 12/12/49 (b)
5.51%, 11/12/49 (b)
6.28%, 1/11/43 (b)
TrizecHahn Office Properties Trust
Series 2001-TZHA, Class A4
6.53%, 5/15/16 (c)(e)
Wachovia Bank Commercial Mortgage Trust
5.82%, 5/15/46 (b)
Total Commercial Mortgage-Backed Securities
(Cost $3,489,901,062)
AUTO LEASE BACKED SECURITIES 15.3%
Ford Credit Auto Lease Trust
Series 2008-2
5.75%, 9/15/12 (c)(d)(e)
General Motors Auto Lease Trust
Capital Auto Receivables Asset Trust 2008-SNI
7.74%, 1/31/13 (c)(d)(e)
Hertz Vehicle Financing LLC
0.49%, 11/25/11 (b)(c)(e)
5.08%, 11/25/11 (c)(e)
0.49%, 11/25/11 (b)(c)(e)
Total Auto Lease Backed Securities
(Cost $1,625,249,079)
CREDIT CARD BACKED SECURITIES 4.9%
American Express Credit Account Master Trust
0.41%, 2/17/15 (b)
0.94%, 5/15/15 (b)
36,171,000
Value
29,699,426
69,750,000
64,016,320
2,476,000
2,168,585
16,000,000
15,424,773
23,950,000
22,786,123
4,975,000
2,971,971
45,415,000
38,758,442
104,360,000
88,955,796
25,000,000
17,364,705
44,375,000
36,268,349
14,875,000
13,133,542
86,936,200
76,403,227
12,750,000
8,460,560
106,540,000
100,515,515
50,000,000
50,311,485
12,800,000
13,581,846
20,000,000
12,986,774
3,544,801,225
1,004,375,597
1,031,976,842
592,726,679
626,867,143
16,000,000
15,802,662
1,500,000
1,533,132
12,000,000
11,851,997
1,688,031,776
520,000
492,951
5,000,000
4,780,462
Bank of America Credit Card Trust

0.28%, 12/15/16 (b)
0.30%, 4/15/16 (b)
0.64%, 1/15/16 (b)
5.17%, 6/15/19
0.30%, 9/15/16 (b)
Bank One Issuance Trust
0.49%, 5/16/16 (b)
Capital One Multi-Asset Execution Trust
1.29%, 12/15/16 (b)
Series 2006-A12, Class A
0.30%, 7/15/16 (b)
7
8,000,000
7,526,735
50,000,000
47,499,635
20,355,000
17,042,924
15,000,000
15,818,709
2,400,000
2,267,464
25,000,000
24,569,268
5,500,000
4,771,680
9,194,000
8,849,311
Principal
Amount
Description
CREDIT CARD BACKED SECURITIES (continued)

Capital One Multi-Asset Execution Trust (continued)
0.29%, 11/15/19 (b)
0.27%, 3/16/15 (b)
5.75%, 7/15/20
0.54%, 11/15/14 (b)
Chase Issuance Trust
0.31%, 7/15/14 (b)
0.39%, 4/15/13 (b)
0.53%, 1/15/14 (b)
0.49%, 4/15/19 (b)
0.70%, 4/15/19 (b)
1.80%, 9/15/15 (b)
Citibank Credit Card Issuance Trust
4.40%, 6/20/14
4.55%, 6/20/17
5.65%, 9/20/19
1.39%, 1/23/20 (b)
MBNA Credit Card Master Note Trust
1.59%, 10/15/14 (b)
0.54%, 8/15/13 (b)
0.53%, 10/15/13 (b)
MBNA Master Credit Card Trust II
Series 1997-B, Class A
0.40%, 8/15/14 (b)
Sonic Capital LLC
5.10%, 12/20/31 (c)(e)
Total Credit Card Backed Securities
(Cost $450,825,510)
46,511,000
Value
42,673,094
10,000,000
9,767,580
35,700,000
39,507,805
6,000,000
5,505,289
31,560,000
31,059,720
25,640,000
25,151,825
30,000,000
28,691,496
40,645,000
34,835,651
1,000,000
846,432
10,900,000
11,226,560
25,000,000
26,697,177
15,000,000
16,082,610
30,000,000
33,641,946
6,965,000
6,935,877
5,000,000
4,658,767
6,000,000
5,663,035
15,526,000
14,651,829
38,000,000
37,005,228
36,624,980
34,856,147
543,077,207
CORPORATE BONDS 6.5%

AEROSPACE & DEFENSE 0.0% (f)
L-3 Communications Corp.
6.13%, 1/15/14
2,000,000
1,990,000
AUTO COMPONENTS 0.0% (f)

Johnson Controls, Inc.
5.50%, 1/15/16
5,000,000
5,248,875
BUILDING PRODUCTS 0.1%

Masco Corp.
7.13%, 8/15/13
6.13%, 10/03/16
5,000,000
5,000,000
5,217,595
4,765,005
9,982,600
20,000,000
3,460,000
22,788,600
2,992,900
CAPITAL MARKETS 0.8%

Ameriprise Financial, Inc.
7.30%, 6/28/19
7.52%, 6/01/66 (b)
Bear Stearns Cos., Inc.

0.47%, 2/01/12 (b)
6.95%, 8/10/12
Morgan Stanley
0.50%, 4/19/12 (b)
10,000,000
38,000,000
9,932,940
42,702,196
10,000,000
9,677,500
88,094,136
CHEMICALS 0.0% (f)

Bunge Ltd. Finance Co.
8.50%, 6/15/19
4,000,000
4,662,100
COMMERCIAL BANKS 0.0% (f)

Keycorp.
6.50%, 5/14/13
5,000,000
5,236,760

Allied Waste North America, Inc.
7.38%, 4/15/14
7.25%, 3/15/15
5,000,000
4,000,000
5,193,010
4,190,000

8
Principal
Amount
Description

COMMERCIAL SERVICES & SUPPLIES (continued)
Waste Management, Inc.
5.00%, 3/15/14
COMPUTERS & PERIPHERALS 0.1%
International Business Machines Corp.
7.63%, 10/15/18
CONSUMER FINANCE 0.5%
American Express Co.
7.25%, 5/20/14
CONTAINERS & PACKAGING 0.1%
Sealed Air Corp.
5.63%, 7/15/13 (c)(e)
7.88%, 6/15/17 (c)(e)
DIVERSIFIED FINANCIAL SERVICES 1.3%
Bank of America Corp.
7.38%, 5/15/14
7.63%, 6/01/19
Cantor Fitzgerald, LP
7.88%, 10/15/19 (c)(e)
FPL Group Capital, Inc.
7.88%, 12/15/15
FOOD PRODUCTS 0.0% (f)
Tyson Fresh Meats, Inc.
7.95%, 2/01/10
Cardinal Health, Inc.
4.00%, 6/15/15
HOTELS, RESTAURANTS & LEISURE 0.4%
International Game Technology
7.50%, 6/15/19
Starwood Hotels & Resorts Worldwide, Inc.
6.75%, 5/15/18
Yum! Brands, Inc.
6.25%, 3/15/18
HOUSEHOLD DURABLES 0.0% (f)
Whirlpool Corp.
8.60%, 5/01/10
INSURANCE 1.2%
Allstate Corp.
6.13%, 5/15/37 (b)
American Financial Group, Inc.
9.88%, 6/15/19
AON Corp.
8.21%, 1/01/27
Assurant, Inc.
5.63%, 2/15/14
Guardian Life Insurance Company of America
7.38%, 9/30/39 (c)(e)
Infinity Property & Casualty Corp.
5.50%, 2/18/14
Markel Corp.
6.80%, 2/15/13
National Life Insurance Co.
3,000,000
Value
3,182,307
12,565,317
5,000,000
6,320,105
45,000,000
51,417,090
5,000,000
4,000,000
5,187,960
4,262,584
9,450,544
65,000,000
50,000,000
72,964,255
57,258,700
10,000,000
10,209,300
140,432,255
15,000,000
18,444,030
5,000,000
5,021,700
10,000,000
10,120,770
10,000,000
11,215,700
10,000,000
9,625,000
20,000,000
22,032,960
42,873,660
5,100,000
5,238,450
4,000,000
3,350,000
12,000,000
13,411,020
29,600,000
29,452,000
7,945,000
8,314,435
10,000,000
10,160,920
1,650,000
1,649,716
5,000,000
5,113,430
10.50%, 9/15/39 (c)(e)

Progressive Corp.
6.70%, 6/15/37 (b)
Protective Life Corp.
7.38%, 10/15/19
Prudential Financial, Inc.
6.20%, 1/15/15
Reinsurance Group of America, Inc.
6.45%, 11/15/19
Travelers Companies, Inc.
6.25%, 3/15/37 (b)
Willis North America, Inc.
6.20%, 3/28/17
7.00%, 9/29/19
W.R. Berkley Corp.
7.38%, 9/15/19

9
3,000,000
3,040,350
11,000,000
9,350,000
10,000,000
10,227,780
4,000,000
4,309,684
10,000,000
10,319,150
1,350,000
1,223,277
2,000,000
10,000,000
1,989,166
10,205,480
10,000,000
10,550,630
132,667,038
Principal
Amount
Description

MACHINERY 0.2%
Caterpillar, Inc.
7.90%, 12/15/18
MEDIA 0.2%
Comcast Corp.
6.30%, 11/15/17
5.70%, 5/15/18
Viacom, Inc.
6.25%, 4/30/16
METALS & MINING 0.2%
Freeport-McMoRan Copper & Gold, Inc.
3.88%, 4/01/15 (b)
J.C. Penney Corp., Inc.
8.00%, 3/01/10
Nordstrom, Inc.
6.25%, 1/15/18
OFFICE ELECTRONICS 0.1%
Xerox Corp.
6.35%, 5/15/18
OIL, GAS & CONSUMABLE FUELS 0.1%
Kinder Morgan Energy Partners, LP
9.00%, 2/01/19
Plains All American Pipeline LP
6.50%, 5/01/18
ROAD & RAIL 0.1%
CSX Transportation, Inc.
8.38%, 10/15/14
SPECIALTY RETAIL 0.5%
AutoZone, Inc.
7.13%, 8/01/18
CVS Pass-Through Trust
8.35%, 7/10/31 (c)(e)
Home Depot, Inc.
5.20%, 3/01/11
5.40%, 3/01/16
20,000,000
25,052,220
8,000,000
5,000,000
8,840,168
5,309,075
5,000,000
5,519,935
19,669,178
25,000,000
24,736,750
5,740,000
5,804,575
10,000,000
10,894,510
16,699,085
7,000,000
7,529,228
5,000,000
6,164,680
5,000,000
5,473,650
11,638,330
4,805,185
5,650,994
16,000,000
17,829,152
19,891,585
22,579,535
5,000,000
6,250,000
5,215,915
6,663,013
52,287,615
Total Corporate Bonds

(Cost $630,013,487)
REAL ESTATE INVESTMENT TRUSTS 0.4%
AMB Property, LP
6.13%, 12/01/16
Brandywine Operating Partnership, L.P.
5.40%, 11/01/14
Duke Realty LP
6.25%, 5/15/13
Federal Realty Investment Trust
5.95%, 8/15/14
Kimco Realty Corp.
6.00%, 11/30/12
Mack-Cali Realty Corp.
7.75%, 8/15/19
Regency Centers Corp.
4.95%, 4/15/14
Washington Real Estate Investment Trust
5.13%, 3/15/13
Value
713,028,830
3,650,000
3,656,592
3,800,000
3,602,940
10,000,000
10,325,300
5,000,000
5,182,500
6,000,000
6,338,532
10,000,000
10,665,150
1,375,000
1,328,282
1,900,000
1,854,459
5.35%, 5/01/15
Total Real Estate Investment Trusts
(Cost $46,196,905)
6,345,000
6,225,397
49,179,152
TERM LOANS 2.7%

AUTOMOBILES 0.1%
Oshkosh Truck Corp., Term Loan B, 6.29% - 6.33%, 12/06/13 (b)
9,816,709

10
9,783,990
Principal
Amount
Description
TERM LOANS (continued)

CHEMICALS 0.6%
Ashland, Inc., Term Loan B, 7.65%, 5/13/14 (b)
Celanese Holdings, LLC, Dollar Term Loan, 2.04%, 4/02/14 (b)
ISP Chemco, Inc., New Term Loan B, 2.00%, 6/04/14 (b)
Nalco Co., Term Loan B, 2.06%, 11/04/10 (b)
Rockwood Specialties Group, Inc., Term Loan H, 6.00%, 5/15/14 (b)
1,946,760
11,873,161
13,397,719
2,381,767
35,276,078
Value
1,975,961
11,001,564
12,512,518
2,370,961
35,328,992
63,189,996

Aramark Corp., Letter of Credit, 3.75%, 1/26/14 (b)
Aramark Corp., US Term Loan, 2.11% - 2.16%, 1/26/14 (b)
Cenveo Corp., Delayed Draw Term Loan, 4.79%, 6/21/13 (b)
Cenveo Corp., Term Loan C, 4.79%, 6/21/13 (b)
Hertz Corp., Letters of Credit, 0.29%, 12/21/12 (b)
Hertz Corp., Term Loan B, 2.00% - 2.04%, 12/21/12 (b)
896,022
13,624,606
132,960
4,657,009
1,682,825
9,167,878
807,913
12,284,858
127,752
4,474,608
1,540,385
8,391,881
27,627,397
DIVERSIFIED FINANCIAL SERVICES 0.0% (f)

Team Finance LLC, Term Loan, 2.27% - 2.29%, 11/23/12 (b)
4,910,714
4,530,134
DIVERSIFIED TELECOMMUNICATION SERVICES 0.2%

Intelsat Corp., Tranche B-2-A Term Loan, 2.74%, 1/03/14 (b)
Intelsat Corp., Tranche B-2-B Term Loan, 2.74%, 1/03/14 (b)
Intelsat Corp., Tranche B-2-C Term Loan, 2.74%, 1/03/14 (b)
Windstream Corp., Term Loan B-1, 1.79%, 7/17/13 (b)
5,921,135
5,919,327
5,919,327
2,969,620
5,486,304
5,484,629
5,484,629
2,808,765
19,264,327
19,748,111
14,586,172
2,665,972
5,279,875
2,474,022
4,899,724
7,373,746
FOOD & STAPLES RETAILING 0.5%

Wm. Wrigley Jr. Co., Term Loan B, 6.50%, 10/06/14 (b)
52,172,123
52,329,527
HEALTH CARE EQUIPMENT & SUPPLIES 0.3%

Bausch & Lomb Inc., Delayed Draw Term Loan, 3.50% - 3.53%, 4/24/15 (b)
Bausch & Lomb Inc., Parent Term Loan, 3.53%, 4/24/15 (b)
Biomet, Inc., Dollar Term Loan, 3.25% - 3.29%, 9/25/13 (b)
Fresenius Medical Care AG & Co. KGaA, Term Loan B, 1.66% - 1.67%, 3/31/13 (b)
757,667
3,120,000
19,792,993
16,626,662
708,576
2,917,849
18,704,378
16,662,293
38,993,096

HCA, Inc., Term Loan A, 1.53%, 11/16/12 (b)
HealthSouth Corp., Term Loan, 2.54% - 2.55%, 3/10/13 (b)
Iasis Healthcare LLC, Delayed Draw Term Loan, 2.23%, 3/14/14 (b)
Iasis Healthcare LLC, Letter of Credit, 0.14%, 3/14/14 (b)
Iasis Healthcare LLC, Term Loan B, 2.23%, 3/14/14 (b)
3,694,993
2,760,005
709,373
191,561
2,051,524
3,430,801
2,566,805
654,143
176,646
1,891,798
8,720,193
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS 0.1%

NRG Energy, Inc., Credit-Linked Deposit, 0.18%, 12/09/13 (b)
NRG Energy, Inc., Term Loan, 1.98% - 2.03%, 12/09/13 (b)
2,564,854
4,771,754
2,347,108
4,366,651
6,713,759
MEDIA 0.0% (f)

Catalina Marketing Corp., Term Loan, 2.99%, 10/01/14 (b)
National CineMedia LLC, Term Loan, 2.05%, 2/13/15 (b)
2,871,537
2,000,000
2,663,350
1,842,500
4,505,850

Neiman-Marcus Group, Inc., Term Loan, 2.24% - 2.32%, 4/06/13 (b)
20,656,026
17,569,107
PAPER & FOREST PRODUCTS 0.2%

Georgia-Pacific Corp., Additional Term Loan B, 2.24% - 2.28%, 12/21/12 (b)
Georgia-Pacific Corp., Term Loan A, 2.24% - 2.28%, 12/20/11 (b)
Georgia-Pacific Corp., Term Loan B, 2.24% - 2.30%, 12/21/12 (b)
2,571,836
1,793,205
11,827,875
2,440,981
1,755,099
11,226,073

Texas Competitive Electric Holdings Co., LLC, Term Loan, Tranche B-3, 3.74% - 3.78%, 10/10/14
(b)
ENERGY EQUIPMENT & SERVICES 0.1%
Covanta Energy Corp., 1st Lien, Credit-Link Deposit, 0.19%, 2/09/14 (b)
Covanta Energy Corp., 1st Lien, Term Loan, 1.75%, 2/09/14 (b)
Georgia-Pacific Corp., Term Loan C, 3.49% - 3.55%, 12/21/12 (b)
7,930,272
7,751,841
23,173,994
Total Term Loans

(Cost $288,712,937)
298,361,288
Shares
SHORT-TERM INVESTMENT 2.1%

MONEY MARKET FUND 2.1%
Dreyfus Cash Management Fund - 0.10% (g)
(Cost $229,812,211)
229,812,211
Total Investments 101.2%

(Cost $10,674,397,768)
Liabilities in excess of other assets (1.2)%
Net Assets100.0%
229,812,211

11
11,162,883,794
(135,615,494)
11,027,268,300
(a) Fannie Mae remains in conservatorship since the Federal Housing Finance Agency put it there on September 7, 2008
(b) Floating rate security. Rate disclosed was in effect at November 30, 2009.
(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt
from registration, normally to qualified institutional buyers. At November 30, 2009, the value of these securities amounted to $3,508,650,418
or 31.8% of the net assets.
(d) Security fair-valued in accordance with procedures established by the Valuation Committee under the general supervision of the Board of
Directors. At November 30, 2009, the value of these securities amounted to $1,658,843,985 or 15.0% of net assets.
(e) Illiquid security. At November 30, 2009, the value of these securities amounted to $1,658,843,985 or 15.0% of net assets.
(f) Less than 0.05%.
(g) Represents annualized 7-day yield at November 30, 2009.
12
At November 30, 2009, the Funds portfolio composition was as follows:

Percentage of
Net Assets

Residential Mortgage-Backed SecuritiesAgency
Corporate Bonds
Term Loans
Short-Term Investment
Total Investments
Liabilities in Excess of Other Assets
Net Assets
32.1%
21.1%
16.1%
15.3%
6.5%
4.9%
2.7%
2.1%
0.4%
101.2%
(1.2)%
100.0%

13

Statement of Assets and Liabilities
November 30, 2009
Assets:
Investments in securities at value (cost $10,674,397,768)
Cash
Interest receivable
Receivable for investment securities sold
Dividends receivable
Other assets
Total Assets
Liabilities:
Payable for investment securities purchased
Interest expense payable
Management fees payable
Other liabilities
Floating rate notes
Total Liabilities
Net Assets
Components of Net Assets:

Paid-in capital
Common shares ($1,000,000 par value per share)
Distribution in excess of net investment income
Accumulated net realized gain on investments
Net unrealized appreciation on investments
Net Assets
Common Shares Outstanding (10 Common Shares Authorized)

Net Asset Value, Per Common Share
11,162,883,794
2,302
54,193,519
850,935
14,068
1,789,849
11,219,734,467
5,137,500
223,803
183,143
321,721
186,600,000
192,466,167
11,027,268,300
10,586,931,463
5,000,000
(57,709,434)
4,560,245
488,486,026
11,027,268,300
5
2,205,453,660.00

14

Statement of Operations
For the Year Ended November 30, 2009
Investment Income:
Interest
Dividends
Total Investment Income
Expenses:
Interest expense
Management fees
Administration, accounting, transfer agent and custody fees
Professional fees
Compliance service fees
Treasurer service fees
Directors fees
Distribution fees
Miscellaneous
Total Expenses
Net Investment Income
742,861,951
2,534,991
745,396,942
8,660,099
2,099,429
997,981
603,850
148,856
110,092
60,000
59,999
85,530
12,825,836
732,571,106
Realized and Unrealized Gain:

Net realized gain on investments
Net change in unrealized appreciation/(depreciation) on:
Investments
Unfunded loan commitments
Net change in unrealized appreciation/(depreciation) on investments and unfunded loan commitments
Net Realized and Unrealized Gain
Net Increase in Net Assets Resulting from Operations
19,908,121
1,443,383,240
6,445,958
1,449,829,198
1,469,737,319
$

15
2,202,308,425

Statements of Changes in Net Assets
For the Period
January 1, 2008
through
November 30, 2008
For the Year

Ended
November 30, 2009
Operations:
Net investment income
Net change in unrealized appreciation/(depreciation) on investments and unfunded loan
commitments
Net increase/(decrease) in net assets resulting from operations
732,571,106
19,908,121
1,449,829,198
2,202,308,425
Distributions To Shareholder From:

Net realized gain
Return of capital
Total distributions to shareholder
(961,343,172)
(507,942,389)
(1,173,366,448)
(85,662,751)
(1,259,029,199)
Capital Transactions:
Contributed additional paid-in capital
Increase in net assets
Net Assets:
Beginning of period
End of period
Undistributed net investment income/(distribution in excess of net investment income)
(25,564)
(25,564)
1,600,000,000
8,800,000,000
2,543,279,226
8,292,032,047
8,483,989,074
191,957,027
11,027,268,300
(57,709,434 )
Common Share Transaction:

Common shares outstanding, beginning of period
Common shares sold
Common shares outstanding, end of period

16
383,085,908
70,314,875
8,483,989,074
383,085,908
5

Statement of Cash Flows
For the Year Ended November 30, 2009
Cash Flows from Operating Activities
Net increase in net assets resulting from operations
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Purchase of investment securities
Proceeds from sale of investment securities
Net change in unrealized (appreciation)/depreciation on investments
Net change in unrealized (appreciation)/depreciation on unfunded loan commitments
Net amortization of premiums and accretion of discounts on debt instruments
(Increases)/decreases in operating assets:
Receivable for investment securities sold
Interest receivable
Dividends receivable
Other assets
Increases/(decreases) in operating liabilities:
Payable for investment securities purchased
Interest expense payable
Management fees payable
Other liabilities
Net cash used in operating activities
Cash Flows from Financing Activities
Proceeds from additional paid-in capital contributions
Proceeds from floating rates notes issuance
Repayment of floating rates notes
Distributions paid to shareholder
Net cash provided by financing activities
Net increase in cash
2,202,308,425
(44,548,461,784)
42,602,137,819
(19,908,121)
(1,443,383,240)
(6,445,958)
(72,190,654)
1,010,477,193
(12,169,097)
527,135
(51,783)
(47,441,036)
(673,704)
21,945
(15,639)
(335,268,499)
1,600,000,000
186,600,000
(192,300,000)
(1,259,029,199)
335,270,801
2,302
Cash at Beginning of Period

Cash at End of Period
2,302
Supplemental disclosures of cash flow information

Cash paid during the period for interest
6,826,849

17

Notes to Financial Statements
November 30, 2009
1. Organization
The Thirty-Eight Hundred Fund, LLC (the Fund) (previously Jerboa Funding, LLC) was formed as a limited liability company under the laws of
the State of Delaware on April 15, 2003. On December 28, 2007, the Fund changed its name and filed a registration statement under the Investment
Company Act of 1940 (the 1940 Act) as a non-diversified, closed-end management investment company. The Fund commenced full scale
investment activities on February 14, 2008. The Fund currently has one direct beneficial owner, Thirty-Eight Hundred Investments Limited (the
Feeder Fund), a Cayman Islands exempted company, that owns all of the outstanding common shares. In turn, all of the common shares are
indirectly beneficially owned by Wells Fargo & Company (Wells Fargo). The Feeder Fund may from time to time make additional paid-in capital
contributions to the Fund without receiving additional common shares. These additional capital contributions are reflected on the Statements of
Changes in Net Assets as contributed additional paid-in capital. The Fund has no present intention of offering additional common shares.
The Funds primary investment objective is to maximize total returns while seeking to maintain relative stability of principal and adequate liquidity.
2. Significant Accounting Policies
These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of increase and decrease in net assets from operations during the fiscal
period. Changes in economic environment, financial markets and any other parameters used in determining these estimates could cause actual results
to differ materially. The following summarizes the significant accounting policies of the Fund:
Valuation of Investments The securities of the Fund are carried at their fair value. Security prices are generally provided by outside pricing
services approved by the Funds Board of Directors (Directors). These pricing services may use broker quotes or models that consider such bond
characteristics as coupon rate, rating, issue type, prepayment speed and maturity, when pricing securities. When market quotations are not readily
available including circumstances under which Wells Capital Management Incorporated (the Investment Adviser) determines that the market
quotations are not reflective of a securitys market value, portfolio securities are valued at their fair value as determined in good faith under
procedures established by the Funds valuation committee and under the general supervision of the Directors. Fair value estimates are made at a point
in time, based on recent market data as well as the best information available about the portfolio securities.
Short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days
prior to maturity and thereafter at amortized cost based on their value on the 61st day where such securities are of the highest credit quality.
Loans are valued at the average of bid quotations obtained from a pricing service. The Fund has engaged an independent pricing service to provide
market value quotations from dealers in loans. As of November 30, 2009, all investments in term loans were valued based on prices from such
services.
The Fund is subject to fair value accounting standards that define fair value, establish a framework for measuring and provide a three-level hierarchy
for valuation based upon the inputs to the valuation as of the measurement date. The three levels of the fair value hierarchy are as follows: Level 1 quoted prices in active
18

Notes to Financial Statements (continued)
November 30, 2009
markets for identical securities, Level 2 other significant observable inputs (including quoted prices for similar securities, interest rates,
prepayment speeds, credit risk, etc.) and Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair
value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in
those securities. The following is a summary of the inputs used as of November 30, 2009, in valuing the Funds assets carried at fair value:
Investments
Residential Mortgage-Backed Securities-Agency

Corporate Bonds
Term Loans
Money Market Fund
Total Investments
Level 1
Level 2
229,812,211
229,812,211
1,774,068,563
3,544,801,225
2,322,523,542
29,187,791
543,077,207
713,028,830
49,179,152
298,361,288
9,274,227,598
Level 3
1,658,843,985
1,658,843,985
Total
1,774,068,563
3,544,801,225
2,322,523,542
1,688,031,776
543,077,207
713,028,830
49,179,152
298,361,288
229,812,211
11,162,883,794
Fair value estimates for auto lease backed securities for which limited observable market data is available are based on judgments regarding the
current economic environment, observable spreads of auto loan backed securities, collateral, credit, interest rate risks and other such factors. These
estimates involve significant uncertainties and judgments and cannot be determined with precision. In addition, changes in the underlying
assumptions used in the fair value measurement technique could significantly affect these fair value estimates.
The Investment Adviser reviews the inputs used in the fair valuation of the auto lease backed securities which is currently comprised of 10% on
brokers indicative bids (broker quotes) and 90% on spreads calculated by the Investment Adviser that rely on recent market data. The Investment
Adviser uses observable spreads of auto loan backed securities and then adjusts these spread by factors that are related to the differences attributable
to the auto lease backed securities and the differences between domestic and foreign issuers. In addition, the spread is also adjusted for risk and
liquidity to arrive at a fair value of the auto lease backed securities. Prior to April 28, 2009, brokers quotes were weighted at 25% in the fair
valuation methodology of the auto lease backed securities. The Investment Adviser with the approval of the Board place more weight on the market
data available to the Investment Adviser and the Investment Advisers experience with the auto paper market.
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Auto Lease Backed
Securities
Investments in Securities

Accrued Accretion / (Amortization)
Change in Unrealized Appreciation / (Depreciation)
Net Purchases / (Sales)
Realized Gain / (Loss)
Transfers In / (Out)
$
19
2,095,469,585
228,742,757
(665,368,357)
1,658,843,985

November 30, 2009
Accounting for Investments and Investment Income Security transactions are accounted for on the trade date. Realized gains and losses on
security transactions are determined by the use of the specific identified cost method. Discounts are accreted and premiums are amortized using the
effective interest method over the life of the respective securities and are included in interest income. Interest income is accrued daily. To the extent
any issuer defaults on an expected interest payment, the Funds policy is to generally cease any additional interest income accrual and consider the
realizability of interest accrued up to the date of default. Dividend income is recorded on the ex-dividend date.
Loan Assignments, Participations and Commitments The Fund invests in loan assignments and loan participations. Loan assignments and
participations are agreements to make money available to a borrower in a specified amount, at a specified rate and within a specified time. Such loan
assignments and participations are typically senior, secured and collateralized in nature. The Fund records an investment on trade date and begins to
accrue interest when the borrower withdraws money. These loans pay interest at rates which are periodically reset by reference to a base lending rate
plus a spread.
The loans in which the Fund invests are generally readily marketable, but may be subject to some restrictions on resale. For example, the Fund may
be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.
The Fund assumes the credit risk of the borrower, the selling participant and any other persons interpositioned between the Fund and the borrower
(intermediate participants). In the event that the borrower, selling participant or intermediate participants become insolvent or enters into
bankruptcy, the Fund may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.
Unfunded loan commitments represent the remaining obligations of the Fund to the borrowers. At any point in time, up to the maturity date of an
issue, the borrower may demand the unfunded portion. The Fund records these commitments on the trade date and begins to accrue interest on the
date the commitment is funded. Net change in unrealized appreciation/depreciation on unfunded loan commitments is shown on the Statement of
Operations. As of November 30, 2009, the Fund had no unfunded loan commitments.
Repurchase Agreements A repurchase agreement, which provides a means for the Fund to earn income on uninvested cash for periods as short as
overnight, is an arrangement under which the purchaser (i.e., the Fund) purchases a security, usually in the form of a debt obligation (the
Obligation) and the seller agrees, at the time of sale, to repurchase the Obligation at a specified time and price. The Funds custodian receives the
collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued
interest. In the event of the sellers default of the Obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in
satisfaction of the Obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization
and/or retention of the collateral may be subject to legal proceedings. As of November 30, 2009, the Fund had no repurchase agreements.
Securities Traded on a To-Be-Announced Basis The Fund may transact in To-Be-Announced Securities (TBAs). As with other delayed
delivery transactions, a seller agrees to issue TBAs at a future date. However, the seller does not specify the particular securities to be delivered.
Instead, the Fund agrees to accept any security that meets specified terms such as issuer, interest rate and terms of underlying mortgages. The Fund
records TBAs on the trade date, utilizing information associated with the specified terms of the transaction as opposed to the specific mortgages.
TBAs are marked-to-market daily and begin earning interest on the
20

November 30, 2009
settlement date. Losses may occur due to the fact that the actual underlying mortgages received may be less favorable than those anticipated by the
Fund. As of November 30, 2009, the Fund had no TBAs.
Federal Taxes The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code and
distribute substantially all of its taxable income to shareholders. Therefore, no Federal income or excise tax provision is required.
The Fund is subject to tax standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position
taken or expected to be taken in a tax return. Taxable years ending December 31,2008 and 2009 remain open to federal and state audit. As of
November 30, 2009, management has evaluated the application of these standards to the Fund, and has determined that no provision for income tax is
required in the Funds financial statements for uncertain tax positions.
Dividends and Distributions to Shareholders - Dividends and distributions to shareholders are recorded on the ex-dividend date. The Fund intends
to make cash distributions of all or a portion of its income to common shareholders at the discretion of the Directors at least annually. The Fund may
pay capital gain distributions annually, if available.
3. Investment Management Fee
Investment advisory services are provided to the Fund by the Investment Adviser, an indirect wholly-owned subsidiary of Wells Fargo, pursuant to an
Investment Management Agreement (the Advisory Agreement). Pursuant to the Advisory Agreement the Investment Adviser, subject to the
oversight of the Funds Directors, is responsible for managing the Funds assets.
Pursuant to the Advisory Agreement, the Fund has agreed to pay the Investment Adviser a management fee for the services and facilities provided by
the Investment Adviser, payable on a monthly basis, based on a fund-level fee, as described below.
Average Daily Value of Assets Under Management
Fee Rate
Up to $1 billion
$1 billion to $3 billion
$3 billion to $6 billion
$6 billion and over
0.05%
0.03%
0.02%
0.01%
For the fiscal year ended November 30, 2009, the Investment Adviser earned fees from the Fund in the amount of $2,099,429.
4. Other Service Providers
The Bank of New York Mellon (BNYMellon) and related entities provide administration, accounting, custody, transfer agency and other services to
the Fund. The Fund pays BNYMellon a bundled fee payable monthly in arrears at the annual rate equal to 0.0075% of the Funds net assets. Prior to
February 14, 2009, this bundled fee was at an annual rate equal to 0.0125% of the Funds net assets.
21

November 30, 2009
Foreside Distribution Services, L.P. (the Distributor) provides distribution services to the Fund. The Distributor is not affiliated with the
Investment Adviser or BNYMellon, or its affiliated companies.
Foreside Management Services, LLC (FMS), an affiliate of the Distributor, provides the Fund with a Principal Financial Officer/Treasurer. Prior to
March 1, 2009, Foreside Compliance Services, LLC (FCS) an affiliate of the Distributor, provided the Fund with a Chief Compliance Officer.
Commencing on March 1, 2009, IM Compliance, LLC (IM Compliance) provides the Fund with a Chief Compliance Officer as well as certain
additional compliance support functions.
Neither the Distributor, FCS, FMS nor IM Compliance have a role in determining the investment policies or which securities are purchased or sold
by the Fund.
In connection with the Directors responsibility for the overall management and supervision of the Funds affairs, the Directors meet periodically
throughout the year to oversee the Funds activities, review contractual arrangements with service providers for the Fund and review the Funds
performance.
The Fund pays the compensation for its Directors who are not interested persons, as that term is defined in the 1940 Act, of the Fund
(Independent Directors). Each Independent Director receives an annual retainer of $30,000 and is reimbursed by the Fund for travel and out-ofpocket expenses in connection to their attendance at these meetings. The Directors who are interested persons of the Fund receive no compensation
from the Fund.
5. Issuance of Floating Rate Notes
The Fund has received authorization from the Directors to offer, issue and sell Floating Rate Notes (Notes). On July 31, 2008, Notes with a
principal amount of $192,300,000 were issued and these Notes matured on July 31, 2009. Subsequently, on August 12, 2009, Notes with a principal
amount of $186,600,000 were issued with a maturity date of August 12, 2010. The outstanding principal balance of the Notes bears an interest rate of
the U.S. dollar three-month LIBOR plus 2.00% per annum. At November 30, 2009, the rate in effect for the Notes was 2.2725%, and this rate had
been in effect since November 12, 2009. During the year ended November 30, 2009, the Fund incurred interest expense of $6,153,145 and paid
interest expense of $6,826,849.
6. Placement Agency Agreement
The Fund entered into placement agency agreements with Barclays Bank PLC in connection with the offering, issuance and private sale of the Notes.
In accordance with these placement agency agreements, the Fund paid Barclays Bank PLC $2,500,000 per each issuance of the Notes. These
payments were capitalized and amortized through the maturity of each of the Notes and the amounts are classified within interest expense on the
Statement of Operations. The unamortized balance is included on the Statement of Assets and Liabilities under other assets.
22

November 30, 2009
7. Federal Income Tax
At November 30, 2009, the components of accumulated earnings on tax-basis were as follows:
Distribution in
Excess of
Ordinary Income
(67,203,654)
Accumulated
Undistributed
Long Term Gain
Net Unrealized
Appreciation on
Investments
14,054,465
Unrealized
Appreciation
on Investments
488,486,026
730,000,657
Unrealized
Depreciation on
Investments
(241,514,631)
Total
Accumulated
Earnings
435,336,837
At November 30, 2009, the cost of investments for Federal income tax purposes was $10,674,397,768.
Distributions to Shareholders
The distribution of $1,259,029,199 paid during the fiscal year ended November 30, 2009, was characterized as ordinary income. The distribution of
$25,564 paid during the period ended November 30, 2008, was characterized as return of capital.
8. Security Transactions
The cost of purchases and proceeds from sales of securities for the year ended November 30, 2009, excluding U.S. Government and short-term
investments, were $4,194,015,266 and $1,252,366,597, respectively. The cost of purchases and proceeds from sales of U.S. Government securities
for the year ended November 30, 2009 were $50,218,750 and $1,010,937,260, respectively.
9. Capital Stock
Capital share transactions for the year ended November 30, 2009 were as follows:
Par
Value of
Shares
Shares
Capital Paid in
Excess of Par
Value
1,600,000,000
10. Risk Involved in Investing in the Fund

In the normal course of business the Fund may enter into contracts that contain a variety of representations that provide general indemnification. The
Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have
not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of losses to be remote.
The Fund invests in both residential and commercial mortgage-backed securities (MBS). MBS are securities backed by mortgages from which
investors receive payments out of the interest and principal on the underlying mortgages. MBS may have less potential for capital appreciation than
comparable fixed income securities due to the likelihood of increased prepayments of mortgages in the event that interest rates decline. If the Fund
buys MBS at a premium, mortgage foreclosures and prepayments of principal by mortgagors may result in some loss of the Funds principal
investment to the extent of the premium paid. Alternatively, in a rising interest rate
23

November 30, 2009
environment, the value of MBS may be adversely affected when payments on underlying mortgages do not occur as anticipated, resulting in the
extension of the securitys effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The value of MBS may
also change due to shifts in the markets perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a
whole. In addition, MBS are subject to the credit risk associated with the performance of the underlying mortgage properties. In certain instances,
third-party guarantees or other forms of credit support can reduce the credit risk. If the Fund purchases MBS that are subordinated to other
interests in the same mortgage pool, the Fund as a holder of those securities may only receive payments after the pools obligations to other investors
have been satisfied.
Prior events have increased volatility in the values of many securities held in the Funds portfolio. For example, the U.S. Government placed Fannie
Mae and Freddie Mac into conservatorship; Lehman filed for protection under the bankruptcy laws; Bank of America acquired Merrill Lynch; Wells
Fargo has purchased Wachovia; and Citigroup and Morgan Stanley have combined their retail brokerage units. The Portfolio of Investments dated
November 30, 2009 includes securities of some of these issuers and others that have been affected by these events. To the extent that the Fund
continues to own these securities, the value of these securities may be subject to increased volatility.
11. Subsequent Event
On December 22, 2009, the Fund declared a dividend from net investment income of $1,000,000 per share to shareholders of record as of
December 23, 2009, payable on December 30, 2009. The total dollar amount payable was $5,000,000.
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through January 28,
2010, the date the financial statements were available to be issued. Management has determined that there are no material events except as set forth
above, that would require disclosure in the Funds financial statements through this date.
24

Financial Highlights
These financial highlights reflect selected data for a common share outstanding throughout each period.
For the Period
January 1, 2008
through
November 30, 2008
For the Year

Ended
November 30, 2009
Net Asset Value, beginning of period
Income from Investment Operations :

Net investment income(a)
Net realized and unrealized gain/(loss) on investments
Total from investment operations
1,696,797,814.80
146,514,221.20
293,947,463.80
440,461,685.00
Distributions paid to shareholder:

Net realized gain
Return of capital
Total distributions paid to shareholder
76,617,181.60
(178,205,659.40)
(101,588,477.80)
(234,673,289.60)
(17,132,550.20)
(251,805,839.80)
Effect of contributed additional paid-in capital
38,391,405.40
(5,112.80)
(5,112.80)
320,000,000.00
1,760,000,000.00
Net Asset Value, end of period
2,205,453,660.00
1,696,797,814.80
Net assets, end of period (000s omitted)
11,027,268
8,483,989
Ratio of net investment income to average net assets
7.47%
5.61% (b)(f)
Ratio of expenses to average net assets
0.13%
0.11% (b)(f)
Total Return(c)
Internal Rate of Return(d)
25.98%
24.99%
Portfolio Turnover Rate
(a)
(b)
(c)
(d)
(e)
(f)
24%
(264.63)% (b)(e)
(7.48)% (b)
75% (e)
Calculated based on average shares outstanding during the period.

Calculated for the period February 14, 2008 (commencement of investment operations) through November 30, 2008.
The Funds total return calculation excludes the effects of the additional paid-in capital contributions from the Funds ending net asset value
per share.
The Internal Rate of Return (IRR) is computed based on the net asset value at the beginning of the period, the actual dates of all cash
inflows (capital contributions) and outflows (cash distributions) during the period, and the ending net asset value at the end of the period.
Not annualized.
Annualized.
25
KPMG LLP
345 Park Avenue
New York, NY 10154
The Shareholder and Board of Directors of
The Thirty-Eight Hundred Fund, LLC:
We have audited the accompanying statement of assets and liabilities of The Thirty-Eight Hundred Fund, LLC (the Fund), including the portfolio
of investments, as of November 30, 2009, and the related statement of operations for the year then ended, statements of changes in net assets for the
year then ended and for the period from January 1, 2008 through November 30, 2008, statement of cash flows for the year then ended and the
financial highlights for the year then ended and for the period from January 1, 2008 to November 30, 2008. These financial statements and financial
highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 2009, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The
Thirty-Eight Hundred Fund, LLC as of November 30, 2009, the results of its operations for the year then ended, the changes in its net assets for the
year then ended and for the period from January 1, 2008 to November 30, 2008, its cash flows for the year then ended, and the financial highlights
for the year then ended and for the period from January 1, 2008 to November 30, 2008, in conformity with U.S. generally accepted accounting
principles.
New York, New York

January 28, 2010
KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.
26

Directors and Officers of the Fund (unaudited)
Name, Address and

Year Born
Position
With Fund
Length of
Time Served
Number of
Funds
Overseen by
Director
Principal Occupation(s)
During Past Five Years
Other
Directorships/
Trusteeships
Held
INTERESTED DIRECTORS/OFFICERS
Joseph R. York (1)
3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1968
Director, Chief
Executive Officer,
Principal
Executive Officer,
President and
Chairman of the
Board
Since February
2008 (2)
Portfolio Manager of the

Investment Adviser since
February 2008; Managing
Director of Wells Fargos
Investment Portfolio Group since
April 2003; Director and Officer
of several Wells Fargo
subsidiaries, including the Feeder
Fund.
N/A
Garth H. Wahlberg (1)

3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1956
Director, Senior
Vice President
and Secretary
Since February
2008 (2)
Portfolio Manager of the

Investment Adviser since
February 2008; Senior Portfolio
Manager of Wells Fargos
Investment Portfolio Group since
November 1999; Director and
Officer of several Wells Fargo
subsidiaries, including the Feeder
Fund.
N/A
Abhinav Shah (1)

745 Seventh Avenue
New York, NY 10019
Year Born: 1974
Director
Since February
2008
Director, Barclays Capital

(investment bank) since 2004;
Director, Socit Gnrale
(financial services firm) 20012004. Barclays Capital is a
division of Barclays, the
placement agent for the Notes.
N/A
Trudance L. C. Bakke
Three Canal Plaza
Suite 100
Portland, ME 04101
Year Born: 1971
Treasurer and
Principal
Financial Officer
Since July 2009
Director, Foreside Management

Services, LLC since 2006;
Product Manager, Citigroup Fund
Services, LLC 2003-2006; Senior
Manager of Corporate Finance,
Forum Financial Group, LLC
1999-2003. Ms. Bakke serves as
an officer
27
N/A
Name, Address and

Year Born
Position
With Fund
Length of
Time Served
Number of
Funds
Overseen by
Director
Principal Occupation(s)
During Past Five Years
Other
Directorships/
Trusteeships
Held
to other unaffiliated mutual funds

or closed-end funds for which the
Distributor or its affiliates, act as
distributor or provider of other
services.
Peter R. Guarino
9 Terison Drive
Suite 100
Falmouth, ME 04105
Year Born: 1958
Chief Compliance
Officer
Since February
2008
President of IM Compliance LLC,

since October 2008; Managing
Director of Foreside Compliance
Services, LLC 2004October 2008.
N/A
Gail A. Hanson
3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1942
Director
Since February
2008
Retired; prior thereto, Counsel

and Vice President Regulatory
Administration, PFPC Inc.
(provider of processing,
technology and business solutions
for the global investment
industry).
N/A
Karl-Otto Hartmann
3800 Howard Hughes
Parkway
Suite 900
Las Vegas, NV
89169-0925
Year Born: 1955
Director
Since February
2008
Attorney at Law, Fund Directors

Counsel, since 2009; founder and
Chief Executive Officer,
IntelliMagic LLC (consulting
services) since 2005; Chief
Operating Officer of East Hill
Holding Company, LLC and its
operating subsidiaries, East Hill
Management LLC and East Hill
Advisors LLC (investment
advisers) 2007-2009; Senior Vice
President General Counsel and
Director, J.P. Morgan Investor
Services 1991-2005.
Trustee and audit

committee chair,
FocusShares
Trust (exchangetraded funds)
INDEPENDENT DIRECTORS
(1)
Messrs. York and Wahlberg are each an interested person of the Fund, as defined in Section 2(a)(19) of the 1940 Act as a result of
their affiliation with the Investment Adviser
28
and Wells Fargo and other Wells Fargo-related entities. Mr. Shah is an interested person of the Fund as a result of his affiliation with
Barclays and other Barclays-related entities.
(2)
Mr. Wahlberg served as Chief Financial Officer, Senior Vice President and Secretary of the Funds predecessor entity since
April 2003. Mr. York served as President and Chief Executive Officer of the Funds predecessor entity since February 2006.
The Funds statement of additional information includes additional information about the Funds directors, and is available upon request by calling
the Fund collect at (702) 791-6346.
29

Additional Information (unaudited)
November 30, 2009
Shareholder Vote Results
The Thirty-Eight Hundred Fund, LLC (the Fund) held a special meeting of its common shareholders on August 25, 2009. The purpose of the
meeting was to vote on a temporary deviation from the Funds fundamental policy on industry concentration, as required by Section 13(a)(3) of the
Investment Company Act of 1940. The Funds equity shareholder attended in person, and no proxies, consents, or authorizations were solicited.
At the meeting, the following resolution was considered:
RESOLVED, The Thirty-Eight Hundred Fund, LLC is hereby authorized pursuant to Section 13(a)(3) of the Investment
Company Act of 1940 to deviate from its policy in respect to concentration of investments in a particular industry or group of industries
as recited in its registration statement dated May 30, 2008 (the Concentration Policy), in accordance with the following terms: (a) The
Fund may purchase non-agency residential mortgage backed securities (RMBS) in excess of 25% of its total assets provided that
immediately after the purchase and as a result thereof, the value of the Funds investments in RMBS is equal to or below 33% of the
current value of the Funds total assets; (b) The Fund may engage in this deviation from its Concentration Policy for a one-year period
commencing on August 25, 2009; and (c) As of August 25, 2010, the Fund may no longer make any new investment in RMBS unless
such investment is in accordance with its Concentration Policy. Notwithstanding the forgoing, as of August 25, 2010, the Fund may
continue to hold investments in RMBS in excess of its Concentration Policy.
The Funds equity shareholder cast 5 votes in favor of the resolution, which represented one-hundred percent of the Funds outstanding voting
securities. There were no negative votes cast on the matter. There were no abstentions or broker non-votes.
Proxy Voting Policies, Procedures and Records
A description of the Funds proxy voting policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities
and the Funds proxy voting records for the prior twelve-month period ended June 30 are available, without charge and upon request, by calling
collect at (702) 791-6346 and on the Securities and Exchange Commissions (SEC) website at www.sec.gov.
Quarterly Portfolio Disclosure
The Fund is required to file its complete schedule of portfolio holdings with the SEC for its first and third quarters of each fiscal year on Form N-Q.
Copies of the filings are available without charge and upon request on the SECs website at www.sec.gov. You can also obtain copies of Form N-Q
by (i) visiting the SECs Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SECs Public Reference Room, Washington, DC 20549-0102; or
(iii) sending your request electronically to publicinfo@sec.gov.
30
Item 2. Code of Ethics.

(a)
The Fund has adopted a code of ethics (the Code of Ethics) that applies to the Registrants principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions. This Code of Ethics is filed as an exhibit to this report on
Form N-CSR under Item 12(a)(1). A copy of the Code of Ethics is available without charge by submitting a written request to:
3800 Howard Hughes Pkwy, Suite 900
Las Vegas, NV 89169
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the Registrants Board of Directors has determined that Karl-Otto Hartmann is qualified to serve as
an Audit Committee Financial Expert serving on its Committee and is independent, as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees for the Registrants fiscal year ended November 30, 2009, and the period ended November 30, 2008, for
professional services rendered by the principal accountant for the audit of the Registrants annual financial statements and for services that are
normally provided by the accountant in connection with statutory and regulatory filings or engagements were $140,000 and $153,300, respectively.
(b) Audit-Related Fees. The aggregate fees billed for the Registrants fiscal year ended November 30, 2009, and the period ended November 30,
2008, for professional services rendered by the principal accountant for assurance and related services by the principal accountant that are reasonably
related to the performance of the audit of the Registrants financial statements and are not reported above in Item 4(a) were $3,000 and $0,
respectively.
(c) Tax Fees. The aggregate fees billed for the Registrants fiscal year ended November 30, 2009, and for the Registrants period ended
November 30, 2008, for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were
approximately $10,000 (Estimated) and $10,000, respectively.
(d) All Other Fees. All other aggregate fees billed for the Registrants fiscal year ended November 30, 2009, and the period ended November 30,
2008, were $0 and $0, respectively.
(e)(1) Registrants audit committee meets with the principal accountants and management to review and pre-approve all audit services to be provided
by the principal accountants.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the registrant; provided that the preapproval requirement does not apply to non-audit services that (i) were not identified as such at the time of the pre-approval and (ii) do not aggregate
more than 5% of total revenues paid to the principal accountants by the registrant during the fiscal year in which the services are provided, if the
audit committee approves the provision of such non-audit services prior to the completion of the audit.
The audit committee shall pre-approve all non-audit services to be provided by the principal accountants to the investment adviser where the nature
of the services provided have a direct impact on the operations or financial reporting of the registrant; provided that the pre-approval requirement
does not apply to non-audit services that (i) were not identified as such at the time of the pre-approval and (ii) do not aggregate more than 5% of total
revenue paid to the principal accountants by the registrant for all services and by the registrants investment adviser for services where the nature of
the services provided have a direct impact on the operations or financial reporting of the registrant during the fiscal year in which those services are
provided, if the audit committee approves the provision of such non-audit services prior to the completion of the audit.
(e)(2) None of the services described in each of paragraphs (b) through (d) of this Item were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X. No fees were required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 201 Regulation S-X.
(f)
Not Applicable.
(g) For the fiscal year ending November 30, 2009, and the period ended November 30, 2008, the Funds auditor did not render non-audit services
to the Registrant, or to the Registrants Investment Adviser or any entity controlling, controlled by or under common control with the adviser.
(h) For the fiscal year ending November 30, 2009, and the period ended November 30, 2008, the auditor did not provide non-audit services to the
Funds investment adviser or any entity controlling, controlled by or under common control with the investment adviser. No further disclosures are
required by this Item 4(h).
Item 5. Audit Committee of Listed Registrants.
(a) The Registrant is not a listed company within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934. No disclosures are
required by this Item 5(a).
(b)
Not Applicable.
Item 6. Investments
(a) The schedule is included as a part of the report to shareholders filed under Item 1 of this Form.
(b) Not Applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Board of Directors (the Board) has delegated the voting of proxies relating to the Funds portfolio holdings to Wells Capital
Management Incorporated (the Investment Adviser) pursuant to the Investment Advisers Proxy Voting Policies and Procedures. The Investment
Adviser exercises its voting responsibility, as a fiduciary, with the goal of maximizing value to shareholders consistent with the governance laws and
investment policies of the Fund. While portfolio holdings are not purchased to exercise control or to seek to effect corporate change through share
ownership, the Investment Adviser supports sound corporate governance practices within companies in which they invest.
Because the Fund invests primarily in discounted and interest-bearing, fixed income securities, it would be a rare event for the Fund to
receive a proxy from an issuer. However, in such an event, the Investment Adviser would utilize an independent third-party (the Third Party),
currently RiskMetrics Group (formerly called Institutional Shareholders Services), for voting proxies and proxy voting analysis and research. The
Third-Party votes proxies in accordance with the Investment Advisers Proxy Guidelines established by the Board. To fulfill its fiduciary duties with
respect to proxy voting, the Investment Adviser has designated an officer to administer and oversee the proxy voting process and to monitor the
Third-Party to ensure its compliance with the Proxy Guidelines. The Investment Adviser believes that, in most instances, material conflicts of interest
can be minimized through a strict and objective application by the Third-Party of the Proxy Guidelines. In cases where the Investment Adviser is
aware of a material conflict of interest regarding a matter that would otherwise require its vote, it will defer to the Third-Party as to how to vote on
such matter in accordance with the voting guidelines of the Third-Party. In addition, the Investment Adviser will seek to avoid any undue influence as
a result of any material conflict of interest that may exist between the interests of a client and the Investment Adviser and any of its affiliates. To that
end, for any Wells Fargo Bank, N.A. proxy, shares will be voted as directed by an independent fiduciary engaged by Wells Fargo.
No later than August 31 of each year, information regarding how the Investment Adviser, on behalf of the Fund, voted proxies relating to
the Funds portfolio securities for the 12 months ended the preceding June 30 will be available without charge by calling 1-800-736-2316 or on the
SECs website at www.sec.gov. A copy of the Investment Advisers Proxy Voting Policies and Procedures also is available without charge by calling
1-800-736-2316.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
As of the date of filing of this Report on Form N-CSR, Messrs. Joseph R. York, Garth H. Wahlberg, David D. Sylvester and Laurie White
are primarily responsible for the management of the Registrants portfolio.
Joseph R. York is a director and officer of the Fund and has been a portfolio manager at the Investment Adviser since February 2008.
Mr. York has over ten years experience in the U.S. fixed income and derivative markets, holding various positions with Wells Fargo and its
affiliates. Currently, he is a Managing Director in Wells Fargos Investment Portfolio Group and manages a team of investment professionals based in
Las Vegas, NV. He has day to day trading responsibility for fixed income portfolios aggregate value of $88 billion. He is also a director and officer of
several Wells Fargo subsidiaries, including Sagebrush Asset Management, Inc. and the Feeder Fund. He has a bachelors degree in finance from the
University of Southern California and Masters degree in finance from Washington Universitys Olin School.
Garth H. Wahlberg is a director and officer of the Fund and has been a portfolio manager at the Investment Adviser since February 2008.
Mr. Wahlberg is a Senior Portfolio Manager in Wells Fargos Investment Portfolio Group based in Las Vegas, NV. He is part of a team of investment
professionals with day to day trading responsibility for fixed income portfolios aggregate value of $88 billion. He is also a director and officer of
several Wells Fargo subsidiaries, including Sagebrush Asset Management, Inc. and the Feeder Fund. Over the past 29 years, he has held various
positions with Wells Fargo and its affiliates as a fixed income trader and portfolio manager. He graduated from California State University San
Diego with a bachelors degree in finance.
David D. Sylvester is an Executive Vice President and portfolio manager at the Investment Adviser. He has over 27 years of investment
experience, and currently co-manages Wells Capital Managements liquidity management team. In this role, he specializes in managing short
duration fixed income assets. Mr. Sylvester started his career as a fixed income manager at the National Bank of Detroit. In 1979 he joined Norwest
Corporation, which merged with Wells Fargo, as a fixed income portfolio manager and trader and later became manager of the fixed income
institutional group. Mr. Sylvester began to specialize in short-term investments in 1987. He attended the University of Detroit, Mercy, is a member of
the Treasury Management Association, and is a frequent speaker at national conferences related to short duration asset management.
Laurie White is a Managing Director at the Investment Adviser, where she is responsible for managing all money market funds. She has
experience in managing a wide variety of assets in mutual funds, private accounts and collective trust funds. Before joining Norwest Investment
Management, which combined its investment advisory practice with Wells Capital Management in 1999, she was a portfolio manager for Richfield
Bank & Trust, Co., Richfield, MN. Earlier, Laurie was an investment analyst for trust investments at Bull HN Information Systems, Minneapolis,
MN, managing pension assets. She earned her bachelors degree from Carleton College, Northfield, MN and her masters degree from the University
of Minnesota, Twin Cities.
The following table indicates the type of, number of, and total assets in accounts managed by the Funds portfolio managers, not including
the Fund. The accounts described below include accounts that a portfolio manager manages in a professional capacity as well as accounts that a
portfolio manager may manage in a personal capacity, if any, which are included under Other Accounts. Information is shown as of November 30,
2009. Asset amounts are approximate and have been rounded.
Portfolio Manager
David D. Sylvester
Laurie White
Joseph R. York
Garth H. Wahlberg
Registered Investment
Companies (excluding
the Fund)
Number of
Total Assets in
Accounts
the Accounts
13
13
$
$
Other Pooled
Investment Vehicles
Number of
Total Assets in
Accounts
the Accounts
131.5 billion
131.5 billion
6
6
$
$
12.1 billion
12.1 billion
Other Accounts
Number of
Total Assets in
Accounts
the Accounts
88
88
$
$
88 billion
88 billion
The following table indicates the number and total assets managed of the above accounts for which the advisory fee is based on the
performance of such accounts. Information is shown as of November 30, 2009. Asset amounts are approximate and have been rounded.
Portfolio Manager
Joseph R. York
Garth H. Wahlberg
Registered Investment
Companies (excluding
the Fund)
Number of
Total Assets in
Accounts
the Accounts
Other Pooled
Investment Vehicles
Number of
Total Assets in
Accounts
the Accounts
Other Accounts
Number of
Total Assets in
Accounts
the Accounts
88
88
$
$
88 billion
88 billion
POTENTIAL CONFLICTS OF INTEREST

The portfolio managers face inherent conflicts of interest in their day-to-day management of the Fund and other accounts because the Fund
may have a different investment objective, strategies and risk profiles than the other accounts managed by the portfolio managers. For instance, to the
extent that the portfolio managers manage accounts with different investment strategies than the Fund, they may from time to time be inclined to
purchase securities, including initial public offerings, for one account but not for the Fund. Additionally, some of the accounts managed by the
portfolio managers may have different fee structures, including performance fees, which are or have the potential to be higher or lower, in some cases
significantly higher or lower, than the fees paid by the Fund. The differences in fee structures may provide an incentive to the portfolio managers to
allocate more favorable trades to the higher-paying accounts.
To minimize the effects of these inherent conflicts of interests, the Investment Adviser has adopted and implemented policies and
procedures that it believes addresses the potential conflicts associated with managing portfolios for multiple clients and ensures that all clients are
treated fairly and equitably. Additionally, the Investment Adviser has adopted a code of ethics under Rule 17j-1 under the 1940 Act and Rule 204A-1
under the Advisers Act to address potential conflicts associated with managing the Fund and any personal accounts the portfolio manager may
maintain.
FUNDS PORTFOLIO MANAGERS COMPENSATION

The portfolio managers are compensated by the Investment Adviser with a fixed cash salary, pension and
retirement plan. The portfolio managers receive incentive bonuses and/or stock options based in part on pre-tax
annual and historical portfolio performance. Bonus allocations depend on fund performance, individual job
objectives and overall profitability of the business. Portfolio performance is measured against the 1-month LIBOR
rate. Bonuses also are
based on an evaluation of contribution to client retention, asset growth and business relationships. Incentive
bonuses for research analysts also are evaluated based on the performance of the sectors that they cover in the
portfolio and their security recommendations. Investment team compensation is directly linked to the value added
to the clients portfolios as measured by the benchmark noted above. Long-term investment professionals with
proven success also may participate in a revenue sharing program that is tied to the success of their respective
investment portfolios. Mr. York and Mr. Wahlberg also receive compensation from Wells Fargo and other Wells
Fargo-related entities.
OWNERSHIP OF SECURITIES OF THE REGISTRANT
As of November 30, 2009, no portfolio manager directly or indirectly beneficially owned Common Shares.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not Applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 11. Controls and Procedures.
(a) The Registrants Chief Executive Officer and Principal Financial Officer have concluded that the Registrants disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)) are effective, based on their evaluation of
these disclosure controls and procedures required by Rule 30a-3(b) under the Act as of a date within 90 days of the filing date of this report.
(b) There were no changes in the Registrants internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred
during the Registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants internal
control over financial reporting.
Item 12. Exhibits.

(a)(1)
Code of Ethics (Exhibit filed herewith).
(a)(2) Certifications of the Registrants Chief Executive Officer and Chief Financial Officer pursuant to Rule 30a-2(a)under the Act, and pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Exhibit filed herewith).
(a)(3)
Not applicable.
(b)
Certifications of the Registrants Chief Executive Officer and Chief Financial Officer pursuant to Rule 30a-2(b) under the Act, and pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:
/s/ Joseph R. York
Name: Joseph R. York

Title:
Date:
February 5, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By:
/s/ Joseph R. York

Title:
Date:
February 5, 2010
By:
/s/ Trudance L. C. Bakke
Name: Trudance L. C. Bakke

Title:
Date:
February 5, 2010

This N-CSR Filing
For The Period Ended
Date
4/15/03
12/28/07
1/1/08
2/14/08
5/30/08
7/31/08
9/7/08
11/30/08
2/14/09
3/1/09
4/28/09
7/31/09
8/12/09
8/25/09
11/12/09
11/30/09
12/22/09
12/23/09
12/30/09
Other Filings
N-8A, 3
3
POS AMI
N-CSR, NSAR-B
NSAR-B
Filed On / Filed As Of / Effective As Of
1/28/10
2/5/10
8/12/10
8/25/10
Top
List
Exhibit 99.CODEETH
Exhibit (a)(1)
Code of Ethics Pursuant to Section 406 of The Sarbanes-Oxley
Act of 2002 for Principal Executive and Senior Financial Officers
(As approved on February 14, 2008)
I.
Covered Officers/Purpose of the Code
Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, this Code of Ethics (Code) has been adopted by The Thirty-Eight Hundred
Fund, LLC (the Fund) and applies to the Funds Principal Executive Officer and Principal Financial Officer (the Covered Officers each of
whom is identified in Exhibit A for the purpose of promoting:
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships;
full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities
and Exchange Commission (SEC) and in other public communications made by the Fund;
compliance with applicable laws and governmental rules and regulations;
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to
conflicts of interest.
II.
Covered Officers Should Handle Ethically Any Actual or Apparent Conflicts of Interest
Overview. A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his service to, the
Fund. Covered Officers may not improperly use their position with the Fund for personal or private gain to themselves, their family, or any other
person. Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest
provisions and procedures in the Investment Company Act of 1940 (including the regulations thereunder, the 1940 Act) and the Investment
Advisers Act of 1940 (including the regulations thereunder, the Investment Advisers Act). For example, Covered Officers may not engage in
certain transactions with the Fund because of their status as affiliated persons of such Fund. The compliance program of the Fund and the
compliance programs of its investment adviser, principal underwriter and administrator (each a Service Provider and, collectively, the Service
Providers) are reasonably designed to prevent, or identify and correct, violations of many of those provisions, although they are not designed to
provide absolute assurance as to those matters. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
1
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual
relationship between the Fund and its Service Providers of which the Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties (whether for the Fund or for a Service Provider, or for both), be
involved in establishing policies and implementing decisions that will have different effects on the Service Providers and the Fund. The participation
of the Covered Officers in such activities is inherent in the contractual relationships between the Fund and its Service Providers and is consistent with
the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act,
the Investment Advisers Act, other applicable law and the Funds constitutional documents, such activities will be deemed to have been handled
ethically. Frequently, the 1940 Act establishes, as a mechanism for dealing with conflicts, disclosure to and approval by the Directors of a fund who
are not interested persons of such fund under the 1940 Act. In addition, it is recognized by the Funds Board of Directors (Board) that the
Covered Officers may also be officers or employees of one or more other investment companies covered by other codes and that such service, by
itself, does not give rise to a conflict of interest.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not the subject of provisions of the 1940 Act and
the Investment Advisers Act. The following Section provides examples of conflicts of interest under the Code, but Covered Officers should bear in
mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed before
the interest of the Fund, unless the personal interest has been disclosed to and approved by other officers of such Fund or such Funds Board or a
committee of the Funds Board that has no such personal interest and all other legal requirements have been satisfied.
III.
Compliance and Disclosure

Each Covered Officer must not:
use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund
whereby the Covered Officer would benefit personally to the detriment of such Fund;
cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of
such Fund;
retaliate against any other Covered Officer or any employee of the Fund or its Service Providers for reports of potential violations that
are made in good faith; or
2
knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside such Fund,
including to such Funds Board and auditors, and to governmental regulators and self-regulatory organizations.
Each Covered Officer shall, to the extent appropriate within his area of responsibility, consult with other officers and employees
of the Fund and the Service Providers or with counsel to the Fund with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the registration statements or periodic reports that the Fund files with, or submit to, the SEC (which, for sake
of clarity, does not include any sales literature, omitting prospectuses, or tombstone advertising prepared by the Funds principal
underwriter(s)). In addition, it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.
IV.
Reporting and Accountability

Each Covered Officer must:
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm to the Fund, by delivering an
executed report to the Funds Chief Compliance Officer, pursuant to the form attached as Exhibit B, that he or she has received, read,
and understands the Code;
annually affirm to the Fund, by delivering an executed report to the Funds Chief Compliance Officer, pursuant to the form attached as
Exhibit C, that he or she has complied with the requirements of the Code;
provide full and fair responses to all questions asked in any Director and Officer Questionnaire provided by the Fund as well as with
respect to any supplemental request for information; and
notify the Chief Compliance Officer of the Fund promptly if he is convinced to a moral certainty that there has been a material
violation of this Code (with respect to any violation by the Chief Compliance Officer, the Covered Officer shall report to the Chief
Legal Officer of the Fund).
The Chief Compliance Officer of the Fund is responsible for applying this Code to specific situations in which questions are presented
under it and has the authority to interpret this Code in any particular situation.
The Fund will follow these procedures in investigating and enforcing this Code:
the Chief Compliance Officer will take all appropriate action to investigate any potential material violations reported to him or her,
which actions may include the use of internal or external counsel, accountants or other personnel;
3
if, after such investigation, the Chief Compliance Officer believes that no material violation has occurred, the Chief Compliance
Officer is not required to take any further action;
any matter that the Chief Compliance Officer believes is a material violation will be reported to the Funds Board or a committee of
the Funds Board;
if the Funds Board or a committee of the Funds Board concurs that a material violation has occurred, it will inform and make a
recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to
applicable policies and procedures; notification to appropriate personnel of a Service Provider or its board; or a recommendation to
dismiss the Covered Officer;
the Funds Board or a committee of the Funds Board will be authorized to grant waivers, as it deems appropriate; and
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
V.
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and
forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund or the Funds Service Providers
govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the
extent that they conflict with the provisions of this Code. The Funds and its Service Providers codes of ethics under Rule 17j-1 under the 1940 Act
and the Service Providers more detailed compliance policies and procedures are separate requirements applying to the Covered Officers and others,
and are not part of this Code.
VI.
Amendments
Any material amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board.
VIII.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone except as permitted by the Board.
Adopted February 14, 2008
As amended July 7, 2009
4
EXHIBIT A
Persons Covered by this Code of Ethics
Principal Executive Officer:
Joseph R. York, Chief Executive Officer
Principal Financial Officer:
Trudance L.C. Bakke, Treasurer
5
EXHIBIT B
INITIAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics Pursuant to Section 406 of The Sarbanes-Oxley Act of 2002 for
Principal Executive and Senior Financial Officers of ___________________, dated ____________ (the Code), and that I recognize that I am
subject to the provisions thereof and will comply with the policy and procedures stated therein.
Please sign your name here:
Please print your name here:
Please date here:
6
EXHIBIT C
ANNUAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics Pursuant to Section 406 of The Sarbanes-Oxley Act of 2002 for
Principal Executive and Senior Financial Officers of ___________________, dated ____________ (the Code), and that I recognize that I am
subject to the provisions thereof and will comply with the policy and procedures stated therein.
This is to further certify that I have complied with the requirements of the Code during the period of _____________ through
_____________.
Please sign your name here:
Please print your name here:
Please date here:
Exhibit 99.CERT
EXHIBIT (a)(2)
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph R. York, certify that:
1. I have reviewed this report on Form N-CSR of The Thirty-Eight Hundred Fund, LLC;
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash
flows) of the Registrant as of, and for, the periods presented in this report;
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the second fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over
financial reporting; and
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control
over financial reporting.
Date:
February 5, 2010
/s/ Joseph R. York
Joseph R. York,
Director and Chief Executive Officer
CERTIFICATIONS PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002
I, Trudance L. C. Bakke, certify that:
1. I have reviewed this report on Form N-CSR of The Thirty-Eight Hundred Fund, LLC;
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash
flows) of the Registrant as of, and for, the periods presented in this report;
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the second fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over
financial reporting; and
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control
over financial reporting.
Date:
February 5, 2010
Trudance L. C. Bakke,
Treasurer and Principal Financial Officer
Exhibit 99.906CERT
EXHIBIT (b)
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
In connection with the attached Report of The Thirty-Eight Hundred Fund, LLC (the Fund) on Form N-CSR to be filed with the Securities and
Exchange Commission (the Report), each of the undersigned officers of the Fund does hereby certify that, to the best of such officers knowledge:
1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities and Exchange Act of 1934, as applicable; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund as
of, and for, the periods presented in the Report.
Dated: February 5, 2010
/s/ Joseph R. York
Title:
Director and Chief Executive Officer
Dated: February 5, 2010

Name: Trudance L. C. Bakke
Title:
Treasurer and Principal Financial Officer
This certification is being furnished solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Report or as a separate disclosure
document
Thirty Eight Hundred Fund LLC NSAR-B For 11/30/09

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Description
NSAR-B
Answer File
EX-99.77B ACCT LTTR Internal Control Letter
EX-99.77C VOTES Miscellaneous Exhibit
EX-99.77I NEW SECUR New Securities
EX-99.77Q1 OTHR EXHB Other Exhb.
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WELLS CAPITAL MANAGEMENT, INC.
A
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THE BANK OF NEW YORK MELLON
NEW YORK
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FORESIDE DISTRIBUTION SERVICES, L.P.
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MA
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PAGE 10SIGNATURE
ANTOINETTE CIRILLO
TITLE
VICE PRESIDENT
The Shareholder and Board of Directors of
The Thirty-Eight Hundred Fund, LLC.:
In planning and performing our audit of the financial
statements of The Thirty-Eight Hundred Fund, LLC (the Fund)
as of and for the year ended November 30, 2009, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States), we
considered the Funds internal control over financial reporting,
including controls over safeguarding securities, as
a basis for designing our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of the
Funds internal control over financial reporting. Accordingly,
we express no such opinion.
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Management of the Fund isresponsible for establishing

and maintaining effective internal control over
financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of
controls. A funds internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A funds internal control
over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the fund are being made only in accordance
with authorizations of management and directors of the fund;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of the funds assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting
exists when the design or operation of a control does
not allow management or employees, in the normal course
of performing their assigned functions, to prevent
or detect misstatements on a timely basis. A material
weakness is a deficiency, or combination of deficiencies,
in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement
of the Funds annual or interim financial statements will not
be prevented or detected on a timely basis.
Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States). However, we noted no deficiencies in
the Funds internal control over financial reporting and its operation,
including controls over safeguarding securities that we consider
to be a material weakness as defined above as of November 30, 2009.
This report is intended solely for the information and use of
management and the Board of Directors of The Thirty-Eight Hundred
Fund, LLC and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.
KPMG LLP
New York, New York
January 28, 2010
Dates Referenced Herein and

Sponsored Ads...
The Thirty-Eight Hundred Fund, LLC (the Fund) held a special meeting
of its common shareholders on August 25, 2009. The purpose of the
meeting was to vote on a temporary deviation from the Funds
fundamental policy on industry concentration, as required by
Section 13(a)(3) of the Investment Company Act of 1940.
The Funds equity shareholder attended in person, and
no proxies, consents, or authorizations were solicited.
At the meeting, the following resolution was considered:
RESOLVED, The Thirty-Eight Hundred Fund, LLC is hereby
authorized pursuant to Section 13(a)(3) of the Investment
Company Act of 1940 to deviate from its policy in respect
to concentration of investments in a particular industry
or group of industries as recited in its registration
statement dated May 30, 2008 (the Concentration Policy),
in accordance with the following terms: (a) The Fund may
purchase non-agency residential mortgage backed securities
(RMBS) in excess of 25% of its total assets provided that
immediately after the purchase and as a result thereof, the
value of the Funds investments in RMBS is equal to or
below 33% of the current value of the Funds total assets;
(b) The Fund may engage in this deviation from its Concentration
Policy for a one-year period commencing on August 25, 2009; and
(c) As of August 25, 2010, the Fund may no longer make any new
investment in RMBS unless such investment is in accordance with
its Concentration Policy.Notwithstanding the forgoing, as of
August 25, 2010, the Fund may continue to hold investments
in RMBS in excess of its Concentration Policy.
The Funds equity shareholder cast 5 votes in favor of the
resolution, which represented one-hundred percent of the Funds
outstanding voting securities.There were no negative
votes cast on the matter.

This NSAR-B Filing
Date
Other Filings
5/30/08 POS AMI

8/25/09
11/30/09
8/25/10
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Sponsored Ads...
General. On or about August 12, 2009, the Fund issued

senior unsecured notes(the Notes) to in an aggregate
principal amount of up to $186,600,000.The Board has
approved the issuance of the Notes. The issuance

of the Notes was not registered with the SEC and
was effected in transactions that were exempt from
registration under the Securities Act pursuant to
Regulation S under the Securities Act of 1933.
The Notes were issued without coupons in denominations
of $100,000.The principal amount of the Notes
is due and payable on the first anniversary of the issue
date (the Stated Maturity). There is no sinking
fund with respect to the Notes. The Notes are the Funds
unsecured obligations and, upon the Funds liquidation,
dissolution or winding up, will rank: (1) senior to all
of the Funds Common Shares and any outstanding preferred
stock; (2) on a parity with any other unsecured creditors
and any unsecured senior securities representing the Funds
indebtedness, including other notes; and (3) junior to any
of the Funds secured creditors. The Fund may redeem the
Notes prior to their Stated Maturity in certain circumstances
described in the Funds Registration Statement filed with the
Securities and Exchange Commission on Form N-2. The Notes
mature after 12 months but holders may, in the sole discretion
of the Fund, be given the option to purchase new notes with
similar or different terms as the Notes.
Under the 1940 Act, the Fund is not permitted to issue debt
securities or incur other indebtedness constituting senior
securities, including Notes, unless immediately thereafter,
the value of the Funds total assets (including the proceeds
of the indebtedness) less all liabilities and indebtedness
not represented by senior securities is at least equal
to 300% of the amount of the outstanding indebtedness.
The 1940 Act provides that the Fund may not declare any
cash dividend or other distribution on common or
preferred stock, or purchase any of its Common Shares
(through tender offers or otherwise), unless the Fund
satisfies a 300% asset coverage requirement with
respect to all outstanding indebtedness at the time
of the declaration of such dividend or at the time
of such purchase after deducting the amount of the dividend,
other distribution or Common Share purchase
price, as the case may be. If the asset coverage for
indebtedness declines to less than 300% as a result of
market fluctuations or otherwise, the Fund may be required
to redeem debt securities, including Notes, or sell a portion
of its investments when it may be disadvantageous to do so.
Under the
of senior
Notes are
be ranked
1940 Act, the Fund may only issue one class

securities representing indebtedness. So long as
outstanding, any debt securities offered will
on parity with any outstanding Notes.
The Fund will be required to determine whether it has, within 48

hours prior to a distribution, an asset coverage of at least 300%
(or such higher percentage as may be required at the time under
the 1940 Act) with respect to all outstanding senior securities
of the Fund including any outstanding Notes.
If, on the last business day of each of 12 consecutive calendar
months, the Notes have an asset coverage of less than
100%, the holders of the Notes voting as a class are entitled to
elect at least a majority of the Funds Board of Directors.
Such voting right will continue until the Notes have an
asset coverage of 110% or more on the last business
day of each of three consecutive calendar months.
The outstanding principal balance of the Notes bear interest
at a rate per annum based on a rolling three month
USD LIBOR. Accrued and unpaid interest on Notes is payable
quarterly in arrears and on the Stated Maturity. If the Fund
does not pay principal or interest when due (after any cure
period), it will trigger an event of default and the Fund
will be restricted from declaring dividends and making
other distributions with respect to its Common Shares.
Interest will accrue on the outstanding principal balance
of the Notes from the date on which the Notes were issued.
In accordance with applicable law, all notes of the Fund
must have the same seniority with respect to distributions.
As a result, no full distribution of interest payments will
be declared or paid on any notes of the Fund for any period
unless full interest due through the most recent payment dates
for all outstanding notes of the Fund are paid. If full
distributions due have not been made on all outstanding notes
of the Fund ranking on a parity with the Notes as to distributions,
any distributions on the Notes will be made as nearly pro rata
as possible in proportion to the respective amounts of accrued
and unpaid interest on all such notes on the relevant payment date.
The Notes represent the Funds unsecured obligation to pay
interest and principal, when due. The Fund cannot assure
that it will have sufficient funds or that it will be able to arrange
for additional financing to pay principal or interest on the Notes
when due or to repay the principal balance of the Notes that is outstanding
at the Stated Maturity. The Funds failure to pay principal or interest
on the Notes when due or to repay the Notes upon the Stated Maturity would,
subject to the cure provisions of the Notes, constitute an event of default
under the Notes and could cause a default under other agreements
that the Fund may enter into from time to time. There is no sinking
fund with respect to the Notes, and at the Stated Maturity,
the entire outstanding principal amount of the Notes plus the amounts
of any accrued but unpaid interest will become due and payable.
Redemption of Notes. The Fund may, at its option and subject
to the terms and conditions of the proposed Fiscal Agency Agreement
among the Fund, The Bank of New York and The Bank of New York, London
Branch, redeem the Notes in whole but not in part at any time upon
30 calendar days advance written notice to the holders of the Notes.
The redemption price for any optional redemption of the Notes will
equal the sum of (i) 100% of the aggregate outstanding principal
amount of the Notes redeemed, (ii) all accrued and unpaid interest
thereon through the date of redemption and (iii) the amount, if any,
of the Intra-Period Broken Funding Amount (as defined in the terms
of the Notes) to the date fixed for redemption. The Intra-Period
Broken Funding Amount is intended to compensate the holders of the
Notes for their investment had the holders actually held the Notes
through the entire LIBOR interest period in which the Notes are redeemed.
If the Fund does not have funds legally available for the redemption
of, or is otherwise unable to redeem, all the Notes to be redeemed on any
redemption date, the Fund will redeem on such redemption date that
number of Notes for which it has legally available funds, or is
otherwise able to redeem, from the holders whose Notes are to be
redeemed ratably on the basis of the redemption price of such Notes,
and the remainder of those Notes to be redeemed will be redeemed
on the earliest practicable date on which the Fund will
have funds legally available for the redemption of, or is otherwise
able to redeem, such Notes upon written notice of redemption.
If fewer than all Notes held by any holder are to be redeemed, the notice
of redemption mailed to such holder will specify the number of Notes
to be redeemed from such Note holder, which may be expressed as a
percentage of Notes held by such Note holder on the applicable record date.
If the Fund redeems any Note, then, upon payment of the redemption price
for such Note, all interest on such Note will cease to accrue, such Note
will no longer be deemed to be outstanding, and all rights of the
holder of such Note (except the right to receive the redemption price for
such Note from the Fund) will cease.
The Notes will mature after 12 months but holders may, in the sole discretion
of the Fund, be given the option to purchase new notes with similar
or different terms as the Notes.
If the Fund redeems the Notes, it will file a notice with the SEC of its
intention to redeem at least 30 days prior to the redemption date, pursuant
to Rule 23c-2 under the 1940 Act. Each notice of redemption
will state (1) the title of the class of securities to be redeemed,
(2) the date on which the securities are to be redeemed,
(3) the applicable provisions of the governing instrument pursuant to which
the securities are to be redeemed, and (4) if less than all of the
outstanding securities of the class to be redeemed are redeemed, the principal
amount to be redeemed and the basis upon which the securities
to be redeemed are to
be selected. In addition, the notice will contain:
(1) the redemption price (specifying the amount of accrued
interest to be included
therein and the amount of the redemption premium, if any), and
(2) a statement that interest on the Notes to be redeemed will cease to accrue
on such redemption date. No defect in the notice or in the transmittal
or mailing thereof will affect the validity of the
redemption proceedings, except as required by applicable law.
Liquidation can be effected by a unanimous vote of the
holders of the Common Shares.
The Note holders do not have the right at their own option to cause the Fund
to redeem the Notes prior to the Stated Maturity except as described below
in Events of Default and Acceleration.
Covenants of the Fund. The terms of the Notes require the Fund,
among other provisions, to:
maintain its status as a closed-end investment company under
the 1940 Act and to observe its obligations as a registered
investmentcompany under the 1940 Act;
elect to be treated and to maintain its status as a RIC for
U.S. federal income tax purposes;
not voluntarily incur any indebtedness or liabilities other than
indebtedness and liabilities: (i) related to the Notes; (ii) incurred in
connection with the conduct of the Funds business, including the
management of its assets acquired or held in accordance with its
investment objective and policies in effect from time to time;
(iii) for expenses of formation and all other expenses and
obligationsincident to the operation or management of the Fund; and (iv) in
respect of taxes not yet due and payable or taxes due and
payable that the Fund is contesting in good faith;
limit the outstanding principal amount of indebtedness
or liabilities of the Fund in respect of borrowed money
(including the Notes) to no more than 20% of the Funds net asset
value at any time (it being understood for purposes of
this covenant that customary settlement obligations in respect
of financial transactions shall not be considered indebtedness
or liabilities in respect of borrowed money);
not create, or take any action that would create,
acknowledge or permit, a lien on the Funds assets, except for
liens for taxes of the Fund that are not yet due or payable or are
being contested in good faith or liens customarily created or
arising in connection with transactions permitted under the
Funds investment objective and guidelines;
do all things necessary to preserve and keep in full force and effect
its existence, rights and franchises;
make all necessary filings and submissions to the SEC
and as otherwise required by applicable law;
not amend the Funds investment objective and policies

without the consent of the holders entitled to vote a majority in
aggregate principal amount of the Notes then outstanding;
maintain a net asset value at any time of not less than $4 billion;
notify the registered holder of the Notes of any event of default; and
make no investments other than as permitted under and in accordance
with the Funds investment objective and policies in effect from time to time.
Events of Default and Acceleration. An event of default under the Notes
will include any of the following events:
default in the payment of any interest on the Notes when due and
the continuance of such default for a period of 14 calendar days;
default in the payment of the principal of the Notes when due and
the continuance of such default for a period of seven calendar days;
default in the performance of any other material obligation under
the Notes and the continuance of such default for a period of 30
calendar days after an officer of the Fund becomes aware, or in the
exercise of reasonable diligence would have become aware, of the default;
certain voluntary or involuntary proceedings involving the Fund or
any company directly or indirectly controlling the Fund and relating
to bankruptcy, insolvency or other similar laws; or
any step is taken by the Fund with a view to a moratorium
or suspension of payments in relation to the Notes.
Upon the occurrence and continuance of an event of default, the Notes
may, by notice, be declared to be immediately due and payable; provided,
however that upon an event of default relating to bankruptcy,
insolvency or other similar laws, the Notes shall immediately become due
and payable. In certain circumstances, the declaration may be
rescinded by the affirmative vote of the holders of the Notes in accordance
with the provisions of the Notes governing modifications and
amendments to, and waivers with respect to, the Notes.
In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Fund or to its
creditors, as such, or to the Funds assets, or (b) any liquidation, dissolution
or other winding up of the Fund, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or
(c) any assignment for the benefit of creditors or any
other marshalling of assets and liabilities of the Fund,
then (after any payments with respect to any secured creditor
of the Fund outstanding at such time) and in any such event the holders
of Notes shall be entitled to receive payment in full of all amounts
due or to become due on or in respect of all Notes (including any interest
accruing thereon after the commencement of any such case or proceeding),
or provision shall be made for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of the Notes,
before the holders of any common equity of the Fund are entitled to receive
any payment on account of any redemption proceeds, liquidation
preference or dividends from such shares. The holders of Notes shall be
entitled to receive, for application to the payment thereof,
any payment or distribution of any kind or character, whether in cash,
property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment
of any other indebtedness of the Fund being subordinated
to the payment of the Notes, which may be payable or deliverable in
respect of the Notes in any such
case, proceeding, dissolution, liquidation or other
winding up event.
Unsecured creditors of the Fund may include, without limitation,

service providers, including the Investment Adviser, custodian, administrator,
transfer agent and placement agent, and the Directors,
pursuant to the terms of various contracts with the Fund.
Secured creditors of the Fund may include without limitation parties entering
into repurchase agreements or other similar transactions with the Fund
that create liens, pledges, charges, security interests, security
agreements or other encumbrances on the Funds assets.
A consolidation, restructuring, reorganization or merger of the
Fund with or into any other company, or a sale, lease or exchange
of all or substantially all of the Funds assets in consideration for
the issuance of equity securities of another company shall
not be deemed to be a liquidation, dissolution
or winding up of the Fund.
So long as the Fund has Notes outstanding, subject to compliance
with the Funds investment objectives, policies and restrictions,
the Fund may issue and sell one or more other series of additional
notes provided that the Fund will, immediately after
giving effect to the issuance of such additional notes and to its
receipt and application of the proceeds of the issued notes
(including, without limitation, to the redemption of Notes to be
redeemed out of such proceeds), have an asset coverage for all
senior securities of the Fund that are indebtedness, as defined in the
1940 Act, of at least 300% of the sum of the principal amount of
the notes of the Fund then outstanding andall indebtedness of
the Fund constituting senior securities
and no such additional notes will have any preference
or priority over any other notes of the Fund upon the distribution
of the assets of the Fund or in respect of the payment
of dividends or distributions.
Modifications, Amendments and Waivers. Subject to certain notice
requirements, a meeting of the holders of the Notes may be called
at any time and from time to time to make, give or take any request,
demand,authorization, direction, notice, consent, waiver
or other action with respect to the Notes or to amend
or modify any term or provision of the Notes.
The affirmative vote of Note holders representing at least a majority
in aggregate principal amount of Notes represented and voting at any
such meeting shall effectively pass any resolution or matter. The
written consent of Note holders of at least a majority in aggregate
principal amount of all Notes outstanding also will be effective
to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action with respect
to the Notes or to amend or modify any term or provision
of the Notes. In no event, however, shall any action, whether by
meeting or written consent, without the consent or affirmative
vote of the Note holder affected thereby: (i) change the due date for the
payment of the principal of, or any installment of interest on, any Note
(ii) reduce the aggregate principal amount of any Note, or the portion of
such aggregate principal amount which is payable upon acceleration
of the maturity of such Note, or the interest rate thereon,
(iii) change the currency in which any payment in respect of any
Note is payable, (iv) change the manner in which interest is calculated
on any Note, (v) reduce the proportion of
the aggregate principal amount of the Notes the vote or consent of the holders
of which is necessary to modify, amend or supplement the terms
and conditions of the Notes or to make, take or give any request, demand
authorization, direction, notice, consent, waiver or other
action provided hereby or thereby to be made, taken or given, or
(vi) change the obligation of the Fund to pay to the holders of the
Notes free of any present or future taxes, duties, assessments or other
governmental charges required by applicable law to be withheld by the
Fund unless additional amounts equal to such taxes, duties, assessments
or other governmental charges are paid to the holders of the Notes.
Voting Rights. Note holders do not have voting rights with respect to the
Fund, except as required under the 1940 Act. Under the 1940 Act, Note holders
voting as a class are entitled to elect at least a majority
of the Funds Board of Directors if on the last business day of each of twelve
consecutive calendar months the Notes have an asset coverage
of less than 100%. Such voting right will continue until the Notes have
an asset coverage of 110% or more on the last business day of
each of three consecutive calendar months. In connection with any
other borrowings (if any), the 1940 Act does in certain circumstances grant
to the lenders certain voting rights in the event of default
in the payment of interest on or repayment of principal.
Transfers. Transfers of the Notes are prohibited except for transfers
that occur due to death, divorce or other operation of law.

This NSAR-B Filing
Date
Other Filing
s
8/12/09
11/30/09
FISCAL AGENCY AGREEMENT
among
THE THIRTY-EIGHT HUNDRED FUND, LLC,
THE BANK OF NEW YORK MELLON,
As Fiscal Agent, Principal Paying Agent,
Calculation Agent, Transfer Agent and Registrar,
and
As a Paying Agent
Dated as of August 12, 2009
Up to U.S.$400,000,000
Floating Rate Notes due 2010
TABLE OF CONTENTS
Page #
Section 1.
General 1
Section 2.
Appointment of Agents 1
Section 3.
Execution and Authentication 2
Section 4.
Forms of Notes; Book Entry 3
Section 5.
Registration of Transfer; Exchange 4
Section 6.
Payments 6
Section 7.
Mutilation or Loss of Notes; Record of Replacement
or Cancellation 7
Section 8.
Agents 8
Section 9.
Maintenance of Agents 10
Section 10. Amendments Without the Consent of Holders 13
Section 11. Amendments With the Consent of Holders 13
Section 12. Certain Taxes 14
Section 13. Notices and Written Instructions 14
Section 14. Governing Law; Jurisdiction 15
Section 15. Counterparts 16
Section 16. Waiver of Jury Trial 17
EXHIBIT A
EXHIBIT B
EXHIBIT C
FORM OF TERMS AND CONDITIONS

FORM OF GLOBAL NOTE
FORM OF DEFINITIVE NOTE
This FISCAL AGENCY AGREEMENT, dated as of August 12, 2009 (this Agreement),
is among The Thirty-Eight Hundred Fund, LLC (the Company), The Bank
of New York Mellon, as fiscal agent, principal paying agent, calculation
agent, registrar and transfer agent (the Fiscal Agent), and The Bank
of New York Mellon, as a paying agent.
Section 1.
General.
Pursuant to a Placement Agent Agreement dated as of July 10, 2009

(the Placement Agent Agreement) between the Company and Barclays
Bank PLC, the Company has authorized Barclays Bank PLC to act as
exclusive placement agent for the Company in connection with the
proposed offering, issue and sale privately of up to
U.S.$400,000,000 aggregate principal amount of the Companys Floating
Rate Notes due 2010 (including, where the context so permits, any
beneficial interest therein, the Notes). All Notes shall contain
the Terms and Conditions of the Notes (the Terms) substantially
as set forth in Exhibit A hereto, which Terms are hereby
incorporated herein. If the Terms contradict any provision
of this Agreement, the Terms shall govern.Each Note shall be dated
the date of its authentication. Capitalized terms used, but not
defined herein, shall have the respective meanings ascribed to
such terms in the Terms.
Section 2.
Appointment of Agents.
(a) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E,
New York, New York 10286, Attention: Global Finance Americas,
as the fiscal agent in respect of the Notes, upon the terms
and subject to the conditions set forth herein and in the Notes,
and The Bank of New York Mellon hereby accepts such appointment.
The Bank of New York Mellon, together with any successor or
successors as such fiscal agent qualified and appointed in
accordance with Section 9 hereof, is herein called the Fiscal Agent.
The Fiscal Agent shall have the powers and authority granted
to and conferred upon it herein and in the Notes, and such further
powers and authority to act on behalf of the Company as the Company
and the Fiscal Agent may hereafter mutually agree in writing.
(b) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E, New
York, New York 10286, Attention: Global Finance Americas, as registrar,
upon the terms and subject to the conditions set forth herein
and in the Notes, and The Bank of New York Mellon hereby accepts such
appointment.The Bank of New York Mellon, together with any successor
or successors as such registrar qualified and appointed in accordance
with Section 9 hereof, is herein called the Registrar.
The Registrar shall have the powers and authority granted to and
conferred upon it herein and in the Notes, and such
further powers and authority to act on behalf of the
Company as the Company and the
Registrar may hereafter mutually agree in writing.
(c) The Company hereby appoints The Bank of New York Mellon,
York, New York 10286, Attention: Global Finance Americas, as principal
paying agent and calculation agent, upon the terms and subject to the
conditions set forth herein and in the Notes, and The Bank of New York
Mellon hereby accepts such appointment.The Bank of New York Mellon,
together with any successor or successors as such principal paying agent
or calculation agent qualified and appointed in accordance with Section 9
hereof, is herein called in its respective roles as the
Paying Agent and Calculation Agent. The Paying Agent and Calculation
Agent shall have the powers and authority granted to and conferred
upon it herein and in the Notes, and such further powers and
authority to act on behalf of the Company as the Company and
the Paying Agent and Calculation Agent may hereafter mutually
agree in writing.
(d) The Company hereby initially appoints The Bank of New York
Mellon, acting through its office at 1 Canada Square, 40th floor,
Canary Wharf, London E14 5AL, Attention: Corporate Trust Department,
as a paying agent, upon the terms and subject to the conditions herein
and in the Notes, and The Bank of New York Mellon hereby accepts
such appointment. The Company also hereby initially appoints

The Bank of New York Mellon, acting through its office at 101
Barclay Street, Floor 4E, New York, New York 10286,
Attention: Global Finance Americas, as transfer agent, upon the terms
and subject to the conditions herein and in the Notes, and
The Bank of New York Mellon hereby accepts such appointment.Each of
such paying agent and transfer agent shall have the powers and
authority granted to and conferred upon it herein and in the Notes,
and such further powers and authority to act on behalf
of the Company as the Company and such paying agent or transfer
agent, as the case may be, may hereafter mutually agree
in writing.
(e) Each of the Paying Agent, the Calculation Agent, the Fiscal
Agent, and the Registrar is sometimes herein referred to severally
as an Agent and, collectively, as the Agents. The transfer agents
and other paying agents appointed from time to time by the Company
as provided herein and in the Notes are referred to respectively as
paying agents and transfer agents.
Section 3.
Execution and Authentication.
(a) The Fiscal Agent is authorized, upon receipt of Notes

duly executed on behalf of the Company in accordance with Section
3(b) hereof, to manually authenticate Notes in an aggregate principal
amount at any one time outstanding not in excess of
U.S.$400,000,000 (except as otherwise provided in Section 5
of the Terms), and to deliver such Notes in accordance
with the written order or orders of the Company signed
on its behalf by an Authorized Signatory (as defined in Section
8(i) hereof). The Fiscal Agent shall at
all times act as the sole authenticating agent for the
authentication of Notes hereunder. Until a Note has
been authenticated as provided herein, it shall have no force and effect.
(b) The Notes shall be executed on behalf of the Company
by any director of the Company. The signature of any director
on the Notes may be manual or facsimile. Notes bearing the manual
or facsimile signature of any individual who was at any time
a proper director of the Company shall bind the Company, notwithstanding
that such individual has ceased to be a director prior
to the authentication and delivery of such Notes or was
not a director at the date of such Notes.
(c)
Each Note shall be dated the date of its authentication.
Section 4.
Forms of Notes; Book Entry.
(a) Regulation S Global Note; Unrestricted Global Note.

The Notes are to be sold in offshore transactions in
reliance on Regulation S (Regulation S) under the United
States Securities Act of 1933, as amended (the Securities Act),
and shall be issued in the form of a permanent global Note
(which may be subdivided) in definitive, fully registered
form without interest coupons, substantially in the form of Exhibit
B hereto, with such legends as may be applicable thereto,
which shall be deposited on behalf of the subscribers for the Notes
represented thereby with the Fiscal Agent, as custodian for The
Bank of New York Depository (Nominees) Limited, or
registered assigns, as the common depositary for Euroclear Bank
S.A./N.V. (Euroclear)
and for Clearstream Banking, societe anonyme (Clearstream)
with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become
such pursuant to the applicable provisions of this Agreement
(the Common Depositary), and which shall be duly
executed by the Company and authenticated by the
Fiscal Agent in the manner set forth in Section 3 hereof, for
credit on the date of issuance of the Notes (the Closing Date)
to such subscribers respective accounts
(or to such other account as they may direct)

at Euroclear and Clearstream.
On or prior to the 40th day after the later of the
commencement of the offering and the Closing Date
(the Restricted Period), beneficial interests in
such global note may be held only by the agent
members of Euroclear and Clearstream. Until such time as
the Restricted Period shall have expired, such global Note
shall be referred to herein as the Regulation S Global Note.
After such time as the Restricted Period shall have expired,
such global Note shall be referred to herein as the
Unrestricted Global Note. After such time as the Restricted
Period shall have expired, beneficial interests in the Unrestricted
Global Note may be held through organizations or persons
other than those that have accounts with Euroclear and Clearstream.
The aggregate principal amount of the Regulation S
Global Note and the Unrestricted Global Note may from time to
time be increased or decreased
by adjustments made on the records of the Fiscal Agent,
as custodian for the Common Depositary as hereinafter provided.
(b)
Offshore Book-Entry Provisions.
(i) This Section 4(b)(i) shall apply only to the Regulation S

Global Note or the Unrestricted Global Note (either such note,
including, where the context so permits, a beneficial interest
therein, being a Global Note) deposited on behalf of the
subscribers for the Notes represented thereby with the Fiscal
Agent as custodian for the Common Depositary for
credit to their respective accounts (or to such other accounts
as they may direct) at Euroclear and Clearstream
insofar as interests in such Global Note are held by the
agent members of Euroclear and Clearstream.
Account holders or participants in Euroclear and Clearstream
shall have no rights under this Agreement with
respect to such Global Note, and the Common Depositary may be
treated by the Company, any Agent, and any agent of either
the Company or any Agent as the owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, any Agent, or any agent
of either the Company or any Agent from giving
effect to any written certification, proxy or other
authorization furnished by Euroclear or Clearstream or
impair, as between Euroclear, Clearstream and their respective
agent members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.
(ii) Denominations. The Notes shall be issuable in the
denominations set forth in Section 4 of the Terms.
Section 5.
Registration of Transfer; Exchange.
(a) Generally.
(i) Subject to such reasonable regulations and procedures
as it may prescribe, the Company will keep books
for the exchange, registration and registration of
transfer of Notes (the Register) at the designated office
of the Registrar, acting as its agent for such purposes.
The Company shall have the right, on
reasonable notice, to inspect the Register or obtain
copies of the Register. Promptly after the issuance
of the Notes and thereafter promptly
after any change thereto, the Registrar will provide
the Company with a copy of the Register.
(ii) The Registrar shall not register the transfer
or exchange of Notes during any period referred
to in Section 5(e) of the Terms.
(iii) Transfer, registration and exchange of any Note

or Notes shall be permitted and executed as
provided in the Terms and this Section 5, and the costs
and expenses will be borne as provided in the Terms,
subject to such reasonable regulations and procedures as the Company,
the Registrar, and the transfer agents may prescribe.
(iv) All Notes surrendered for registration of transfer or
exchange shall be delivered to the Registrar. The Registrar shall
register the cancellation of such Notes in the Register, mark
such Notes as canceled and return them promptly to the Company.
(v) No Note or any interest therein shall be transferable other
than by operation of law as a result of the death, divorce,
bankruptcy or incompetency of a holder of such Notes.
Any transfer in violation of these provisions shall
be void and of no effect.
(b) Global Notes. Notwithstanding any provision
to the contrary herein, so long as a Global
Note remains outstanding and is held by or on behalf
of Euroclear or Clearstream, transfers of a
Global Note, in whole or in part, shall only be made
in accordance with this Section 5(b).
(i) Transfers of Global Notes in Whole. Subject to clause
(ii) of this Section 5(b), transfers of a Global Note shall
be limited to transfers on behalf of all subscribers of such
Global Note in whole, but not in part, to nominees of Euroclear
and Clearstream or to a successor of Euroclear or
Clearstream or such successors nominee.
(ii) Other Transfers or Exchanges. In the event that a Global
Note is exchanged for certificated Notes in definitive
registered form without interest coupons
pursuant to Section 5(c) hereof, such
Notes may be exchanged or transferred for one another only
in accordance with the other provisions of this Agreement and
with procedures as are substantially consistent with customary
practice for exchanges and transfers of this type (including the
certification requirements intended to ensure that such exchanges
or transfers comply with Regulation S under the Securities Act
and any applicable laws of any state of the United States
of America or any other jurisdiction, as the case may be)
and as may be from time to time adopted by the
Company and the Fiscal Agent.
(c)
Definitive Notes.
(i) Conditions for Issuance. Interests in a Global Note

deposited with Euroclear or Clearstream pursuant to
Section 4(b) above shall be transferred to the beneficial
owners thereof in the form of definitive
Notes only if such transfer complies with this Section 5 and
(1) Euroclear or Clearstream notifies the Company that it is
unwilling or unable to continue as depositary for such
Global Note or (2) an Event of Default (as defined in Section
7 of the Terms) has occurred and is continuing with
respect to the Notes.
(ii) Issuance. If interests in any Global Note are to be
transferred to the beneficial owners thereof in the
form of definitive Notes pursuant to this Section 5(c),
such Global Note to be so transferred shall be
surrendered by Euroclear or Clearstream, as the case
may be, to the Registrar without charge, the Registrar shall
register the transfer in the Register and the Fiscal Agent
shall authenticate and deliver, upon such transfer of
interests in such Global Note, an equal aggregate principal
amount of definitive Notes of authorized denominations in

the form attached as Exhibit C hereto. The definitive Notes
transferred pursuant to this Section 5(c) shall be executed,
authenticated and delivered only in the denominations specified
in Section 4 of the Terms and registered in such names as
Euroclear or Clearstream, as the case may be, shall direct in writing.
The Company shall be liable for the costs and expenses
of printing or preparing any definitive Notes. Neither
the Registrar nor any transfer agent shall
register the exchange of interests in a Global Note
for definitive Notes for a period of 15 days preceding
the due date for any payment
of principal or interest on the Note.
(iii) Transfer. Subject to this Section 5, any definitive Note may
be transferred in whole or in part in the amount of any authorized
denomination (as defined in Section 4 of the Terms) by surrendering
at the office of the Registrar or at the office of any other transfer agent
that may be appointed by the Company such Note with the form of
transfer thereon duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and
the Registrar or any such transfer agent, as the case may be,
duly executed by the holder thereof or his attorney-in-fact duly
authorized in writing.
In exchange for any definitive Note properly presented for transfer,
the Registrar shall register such transfer in the Register and the Fiscal
Agent shall promptly authenticate and deliver or cause to be authenticated
and delivered at the office of the Registrar or at the office
of any transfer agent, as the case may be, to the transferee or send by mail
to such address as the transferee may request, at the risk
of such transferee, definitive Notes registered in the name of such transferee,
for the same aggregate principal amount as was transferred.
In the case of the transfer of any definitive Note
in part, the Fiscal Agent shall
also promptly authenticate and deliver or cause
to be authenticated and delivered at the office of the
Registrar or at the office of any transfer agent, as the case may be,
to the transferor or send by mail to such address as the
transferor may request, at the risk of such transferor, definitive
Notes registered in the name
of the transferor, for the aggregate principal amount
that was not transferred.
No transfer of any definitive Note shall be made
unless the request for such transfer is made by the registered
holder or by a duly authorized attorney-in-fact at the office
of the Registrar or at the office of any other transfer agent
that may be appointed by the Company.
(iv) Exchange. At the option of the holder on request confirmed
in writing and subject to applicable laws and regulations
and to the Terms,definitive Notes may be exchanged for Notes of
any authorized denomination (as defined in Section 4
of the Terms) and of equal aggregate principal amount,
upon surrender of the Notes to be exchanged at the office
of the Registrar or at the office of a transfer agent.
Whenever any Note is so surrendered for exchange, together
with a written request for exchange, the Registrar shall
shall promptly authenticate and deliver (directly or
through a transfer agent, as the case may be) Notes which
the holder making the exchange is entitled to receive
subject to the Terms.
Section 6.
Payments.
(a) In order to provide for the payment of principal and interest

(including Additional Amounts pursuant to, and as defined in,
Section 13 of the Terms) on the Notes as the same shall become due
and payable, the Company hereby agrees to pay to the Fiscal Agent,
by 10:00 a.m. New York time, on each Interest Payment Date
(as defined on the face of the Notes) or the maturity date of the
Notes or any date fixed for redemption of the
Notes (each, a Payment Date),
in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private
debts, an amount in immediately available funds which
(together with any amounts then held by the Fiscal Agent and available
for that purpose) shall be sufficient to pay the entire amount
of principal or interest (including any Additional Amounts) becoming
due on such Payment Date with respect to the Notes. The Company shall
confirm by facsimile on the business day prior to the day payment
is due to be made to the Fiscal Agent that it has issued irrevocable
paying instructions for the transfer of therelevant sum
due to the account of the Fiscal Agent.
The Fiscal Agent shall make amounts received by it available
to the Paying Agent and the Paying Agent shall hold such funds
in trust and apply them to the payment of such principal
and interest (including any Additional Amounts)
on such Payment Date. No paying agent
shall be required to use its own funds in making any payment
on the Notes, except that the Paying Agent or its affiliates
may use their own funds as necessary to facilitate the
funding of timely payment of interest or principal.
If the Fiscal Agent pays any amounts to the holders of the
Notes or to any other Paying Agent (if any) at a time
when it has not received payment in full in respect of the
relevant Securities in accordance with this Section 6
(the excess of the amounts so paid over the amounts so
received being the Shortfall), the Company will,
in addition to paying amounts due under this Section 6,
pay to the Fiscal Agent on demand interest (at a rate which
represents the Fiscal Agents cost of funding the Shortfall)
on the Shortfall (or the unreimbursed portion thereof) until the
receipt in full by the Paying Agent of the
Shortfall. All sums payable to the Fiscal Agent hereunder
shall be paid to such account with such bank as the Fiscal Agent
may from time to time notify the Company not less than three business
days before any such sum is due and payable. Payments to holders
of Notes shall be made by the Paying Agent in accordance
with Section 9 of the Terms. As used in this Agreement,
business day means a day on which banks
are open for business and carrying out transactions
in United States dollars in The City of New York, London
and the city of the designated office of the Paying Agent.
(b) In any case where a Payment Date shall not be a business
day at any place of payment, then the relevant payment need not
be made on such date at such place but may be made on the next
succeeding day which is a business day at such place, with the
same force and effect as if made on the date for such payment,
and no additional interest in respect of such Payment Date shall
accrue for the period from and after such Payment Date.
(c) Any interest not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease
to be payable to the persons in whose name the Notes are
registered on the Regular
Record Date (as such term is defined in Section 9(a)
of the Terms) immediately preceding such Interest Payment
Date and shall be paid instead
to the persons in whose names the Notes are registered
at the close of business on a subsequent record date for
the payment of such defaulted
interest to be fixed by the Company by notice
to the holders not less than 15 calendar days prior to such
subsequent record date
or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Notes are listed
at the time of such payment.
Section 7.
Mutilation or Loss of Notes Record
of Replacement or Cancellation.
(a) The Company shall execute and deliver to the
Fiscal Agent Notes in such amounts and at such times as to
enable the Fiscal Agent to fulfill its responsibilities under this
Agreement and the Notes.
(b) The Fiscal Agent is hereby authorized, in accordance
with Section 5 of the Terms, to authenticate and
deliver or cause to be authenticated and delivered from time to
time Notes in exchange for or in lieu of Notes which have become
mutilated or defaced, or destroyed,lost or stolen. Each Note
authenticated and delivered in
exchange for or in lieu of any such Note shall carry
all the rights to interestaccrued and unpaid and to
accrue which were carried by such Note
before such mutilation or defacement, or destruction,
loss or theft.
(c) In the case of a mutilated, defaced, destroyed,
lost or stolen Note, indemnity satisfactory to the Fiscal
Agent and the Company will be required of the owner
of such Note before a replacement Note will be issued.
All expenses (including the reasonable legal fees and
expenses of the Company and the Fiscal Agent) associated
with obtaining such indemnity and in issuing the new Note
shall be borne by the owner of the mutilated, defaced,
destroyed, lost or stolen Note.
(d) In the case of the replacement of any of the Notes,
the Fiscal Agent and the Registrar, in the Register, will
keep a record of the Notes so replaced and the Notes issued
in replacement thereof. In the case of the cancellation of
any of the Notes (including upon repayment), the Fiscal Agent
and the Registrar, in the Register, will keep a record of the
Notes so canceled and the date on which such Notes were canceled.
Section 8.
Agents.
Each of the Agents accepts its obligations set forth herein

and in the Notes upon the terms and conditions hereof and
thereof, including the following, to all of which the
Company agrees and to all of which the rights of the holders
from time to time of the Notes shall be subject:
(a) Each of the Agents shall be entitled to the compensation
to be agreed upon with the Company in writing for all services
rendered by it, and the Company agrees promptly to pay such
compensation and to reimburse each of the Agents for reasonable
out-of-pocket expenses (including reasonable legal fees and
expenses) incurred by it in connection with the services rendered
by it hereunder, as and to the extent agreed upon with the Company
provided, however, that all notices,
invoices or other communications in connection with
the compensation of the Agents shall be sent by each
of the Agents to The Bank of New York Mellon,
and all payments of compensation by the Company
to any of such Agents shall be paid to The Bank
of New York Mellon.
The Company also agrees to indemnify each of the Agents
and each other paying agent and transfer agent for,
and to hold them harmless against, any loss, liability,
cost, claim, action, demand or expense (including the
costs and expenses of defending against any claim of liability)
incurred without gross negligence, bad faith,
willful misfeasance or reckless disregard of obligations
or duties on their part arising out of or in connection
with their acting as such Agent or a paying agent or

transfer agent hereunder, as the case may be, or performing any
other duties pursuant to the terms and
conditions hereof. The obligations of the Company under
this subsection (a) shall survive the payment of the Notes
and the resignation or removal of such Agent, paying agent
or transfer agent, as the case may be, and the
termination of this Agreement.
(b) In acting under this Agreement and in connection
with the Notes, each of the Agents and each other
paying agent and transfer agent is acting solely
as agent of the Company and does not assume any
obligation to, or relationship of agency or trust
for or with, any of the owners or holders of the
Notes except that all funds held by such Agent or any
paying agent for the payment of principal of or interest
(and any Additional Amounts) on the Notes shall be held
in trust by such Agent or such paying agent, as the case
may be, and applied as set forth herein and in the Notes
provided that any such moneys remaining unclaimed at the end
of two years after the date on which such principal, interest
or Additional Amounts shall have become
due and payable shall be repaid to the Company
(including all interest accrued, if any, with
respect to any such amounts), as provided
and in the manner set forth in Section 8(f) hereof,
whereupon the aforesaid trust shall terminate and
all liability of such Agent or any other paying agent with
respect to such moneys shall cease.
(c) Each of the Agents and each other paying agent and transfer
agent may consult with counsel of its selection, and any advice
or written opinion of such counsel shall be full and complete
authorization and protection, and no liability shall
be incurred by such Agent in respect of any action taken,
suffered or omitted to be taken by such Agent hereunder
in good faith and in reliance on such advice or opinion.
(d) Each of the Agents and each other paying agent and transfer
agent shall be protected and shall incur no liability for or
in respect of any action taken or omitted to be taken or thing
suffered by it in reliance upon any Note, notice, direction,
consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and
to have been presented or signed by the proper person or parties.
(e) Each of the Agents and each other paying agent and transfer
agent, and each of their officers, directors and employees,
in such persons individual capacity or any other capacity, may
become the owner of, or acquire any interest in, any Notes
or other obligations of the Company with the same rights that
it would have had if it were not such Agent or such other
paying agent or transfer agent or an officer, director
or employee thereof, as the case may be, and
may engage or be interested in any financial or other
transaction with the Company and may act on, or as
depositary, trustee or agent for, any
committee or body of holders of Notes or other obligations
of the Company, as freely as if it were not
such Agent or such other paying agent
or transfer agent or an officer, director or employee
thereof, as the case may be.
(f) All moneys paid by or on behalf of the Company
to the Paying Agent or any other paying agent for
the payment of the principal of or interest on any Note
which remain unclaimed at the end
of two years after such principal or interest shall have
become due and payable will be repaid to the Company
(including all interest accrued, if any, with respect

to any such amounts) upon written request, and the holder of such
Note will thereafter look only to the Company for
payment. Upon such repayment, all liability of the
Paying Agent and any other paying agent with respect
thereto shall cease, without,
however, limiting in any way the obligation
of the Company in respect of the amount so repaid.
(g) The recitals contained herein and in the Notes
(except in the certificate of authentication of a
duly authorized officer or a duly appointed signatory
of the Fiscal Agent) shall be
taken as the statements of the Company, and the Agents
assume no responsibility for the correctness of the same.
None of the Agents makes
any representation as to the validity or a sufficiency
of this Agreement or the Notes. None of the Agents or any
other paying agent
shall be accountable for the use or application
by the Company of the proceeds of any Notes authentcated
and delivered by or on behalf of the Fiscal
Agent in conformity with the provisions of this Agreement.
(h) The Agents and each other paying agent
and transfer agent shall be obligated to perform
such duties and only such duties as are herein and in the
Notes specifically set forth, and
no implied duties or obligations shall be read into
this Agreement or the Notes against the Agents or
any such other paying agent or transfer
agent. None of the Agents shall be under any obligation
to take any action hereunder which may tend
to involve it in any expense or liability.
(i) Except as otherwise specifically provided herein
or in the Notes, any order, certificate, notice,
request, direction or other communication from the Company,
made or given under any
provision of this Agreement, shall be sufficient if
signed by an authorized signatory of the Company
(an Authorized Signatory). From time to time,
the Company will furnish the Agents with a certificate as to
the incumbency and specimen signatures of persons who are
then Authorized
Signatories. Until the Agents receive a subsequent certificate
from the Company, the Agents shall be entitled to rely on the
last such certificate delivered to them for purposes of
determining the Authorized Signatories.
(j) None of the Agents shall have any duty or responsibility in
case of any default by the Company in the performance of its obligations
(including, without limiting the generality of the foregoing, any duty or
responsibility to accelerate all or any of the Notes
or to initiate or to attempt
to initiate any proceedings at law or otherwise or to make any demand for the
payment thereof upon the Company).
(k) The Agents may act and rely and shall be protected in
acting and relying in good faith on the opinion or advice of or
information obtained from any Counsel, accountant, appraiser
or other expert or adviser, whether retained or employed by the
Company or by the Agents, in relation to any matter arising out
of or relating to this Agreement, the Notes or the transactions
contemplated hereby.
(l) Anything in this Agreement to the contrary notwithstanding,
in no event shall the Agents be liable under or in connection with this
Agreement for indirect, special, incidental, punitive or consequential losses
or damages of any kind whatsoever, including but not limited to lost
profits, whether or not foreseeable, even if the Agents have been advised
of the possibility thereof and regardless of the form of action in which
such damages are sought.
(m) In no event shall any of the Agents be responsible
or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes
or acts of god, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware)
services it being understood that the Agents shall use
reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as
soon as practicable under the circumstances.
Section 9.
Maintenance of Agents.
(a) The Company agrees that, so long as any of the Notes

is outstanding, or until moneys for the payment of all
principal of and interest (and any Additional Amounts) on all
outstanding Notes shall have been made available at the
offices of the Paying Agent or, as to moneys remaining
unclaimed, shall have been returned to the Company as
provided in Sections 8(b) and 8(f) hereof, whichever occurs
earlier, there shall at all times be a fiscal agent in respect of
the Notes, agents for the payment of the principal of and
interest (and any Additional Amounts) on the Notes and a
registrar for transfer and exchange of Notes in accordance
with Section 9 of the Terms. The Company agrees to keep the
Agents advised of the names and locations of all paying and
transfer agents provided that, until the Company shall otherwise
notify the Agents in writing, such paying and transfer agents
shall consist only of those set forth in Section 9 of the Terms.
The Paying Agent shall arrange with all such paying and transfer
agents for the payment, from funds furnished by the Company,
to the Paying Agent pursuant to this Agreement of the principal
of and interest (and any Additional Amounts) on the Notes and of
the compensation of such paying and transfer agents for
their services as such.
(b) Each of the Agents may at any time resign by
giving written notice of its resignation to the Company
specifying the date on which its resignation shall become
effective, subject to the conditions set forth below provided
that such date shall be at least 30 days after the receipt of
such notice by the Company unless the Company agrees to
accept shorter notice. Upon receiving such notice of resignation,
the Company shall promptly appoint a successor to such Agent
by written instrument in duplicate signed on behalf of the Company,
one copy of which shall be delivered to the resigning Agent and
one copy to the successor Agent. Notwithstanding the date of
effectiveness specified in such written notice of resignation,
each resignation shall become effective only upon the
acceptance of appointment by the successor to such Agent as
provided in Section 9(d) hereof. The Company may, at any
time and for any reason upon at least 30 days written notice
to that effect (provided that no such notice shall expire less than
15 days before or 15 days after any Interest Payment Date and
no such notice shall be required if any Insolvency Event occurs
in respect of an Agent) remove any Agent and appoint a
successor Agent by written instrument in duplicate signed on
behalf of the Company, one copy of which shall be delivered
to the Agent being removed and one copy to the successor Agent.
Notwithstanding the date of effectiveness specified in such
written notice of removal, each removal of an Agent and any
appointment of a successor Agent shall become effective only
upon acceptance of appointment by the successor to such
Agent as provided in Section 9(d) hereof. Upon resignation or
removal, such Agent shall be entitled to the payment by the

Company of its compensation for the services rendered hereunder
and to the reimbursement of all reasonable out-of-pocket expenses
(including reasonable legal fees and expenses) incurred in
connection with the services rendered by it hereunder, as and to
the extent agreed upon with the Company provided, however,
that all notices, invoices or other communications in connection
with the compensation of the Agents shall be sent by each of
the Agents to The Bank of New York Mellon, and all payments
of compensation by the Company to any of such Agents shall
be paid to The Bank of New York Mellon.
(c) In case at any time any of the Agents shall resign,
or shall be removed, or shall become incapable of acting, or an
Insolvency Event occurs in respect of any Agent, a successor to
such Agent shall be appointed by the Company by an instrument
in writing. Upon the appointment as aforesaid of a successor to
such Agent and acceptance by it of such appointment, the Agent
so superseded shall cease to be such Agent hereunder. If, after
90 days, no successor to such Agent shall have been so appointed,
or if so appointed, shall not have accepted appointment as
hereinafter provided, any holder of a Note, on behalf of itself and
all others similarly situated, or such Agent may, at the expense of
the Company, petition any court of competent jurisdiction for the
appointment of a successor to such Agent.
(d) Any successor Fiscal Agent hereunder shall be a bank
or trust company organized and doing business under the laws of the
United States of America or of the State of New York, in good standing
and having and acting through an established place of business in
the Borough of Manhattan, The City of New York, authorized under such
laws to exercise corporate trust powers and having a combined capital
and surplus in excess of U.S.$50,000,000. Any successor Agent
appointed hereunder shall execute and deliver to its predecessor and
to the Company an instrument accepting such appointment hereunder,
and thereupon such successor Agent, without any further act shall
become vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as
such Agent hereunder, and such predecessor, upon payment of its
compensation and reasonable out of pocket expenses then unpaid,
shall pay over to such successor Agent all moneys or other property
at the time held by it hereunder.
(e) Any corporation or bank into which any Agent may be
merged or converted, or with which any Agent may be consolidated,
or any corporation or bank resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation
or bank to which such Agent shall sell or otherwise transfer all or
substantially all of its assets and business, or any corporation or bank
succeeding to the corporate trust business of such Agent shall be the
successor to such Agent hereunder, without the execution or filing of
any document or any further act on the part of the parties hereto.
(f) At least 10 days prior to the first date of payment on the Notes,
if at such time any payment on such Notes shall be subject to deduction
or withholding for or on account of any tax, assessment or other
governmental charge, and at least 10 days prior to each date, if any, of
payment thereafter if there has been any change with respect to such
matters, the Company will furnish the Fiscal Agent and each other paying
agent with a certificate of an Authorized Signatory of the Company instructing
the Fiscal Agent and each other paying agent whether such payment on
such Notes shall be made without deduction or withholding for or on
account of any tax, assessment or other governmental charge. In the
absence of any such certificate the Fiscal Agent may assume that no
such deduction or withholding shall be required. If any such deduction or
withholding shall be required, then such certificate shall specify, by
country, the amount, if any, required to be withheld on such payment to
holders of such Notes and the Company will (i) withhold or deduct such
payment as required by applicable law and (ii) pay or cause to be paid
to the Fiscal Agent (or, if applicable, directly to a paying agent or agents)
additional amounts, if any, required by the terms of such Notes to be

paid such that the net amounts receivable by the holders of the Notes
after such withholding or reduction shall equal the payment which would
have been receivable in respect of the Notes in the absence of such
withholding or reduction. The Company agrees to indemnify the Fiscal
Agent and each other paying agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without gross
negligence, bad faith, willful misfeasance or reckless disregard of
obligations or duties on their part arising out of or in connection with
actions taken or omitted by them in reliance on any certificate furnished
pursuant to this Section 9(f).
Section 10.
Amendments Without the Consent of Holders.
The Company and the Fiscal Agent may, upon agreement between
themselves, without the vote or consent of any holder of Notes,
modify, amend, amend and restate or supplement this Agreement
or the Notes for the purpose of (i) adding to the covenants of the
Company for the benefit of the holders of Notes, (ii) surrendering
any rights or power conferred upon the Company in a manner which
shall not adversely affect the interest of any holder of Notes in any
material respect, (iii) securing the Notes pursuant to the requirements
of the Notes or otherwise, (iv) correcting any defective provision
contained in this Agreement or in the Notes in a manner which shall not
adversely affect the interest of any holder of Notes in any material
respect or (v) otherwise amending this Agreement or the Notes in a
manner which shall not adversely affect the interest of any holder of
Notes in any material respect. The Company will notify each holder of
Notes of any such change in accordance with Section 15 of the Terms
and as soon as reasonably practicable will make any such modified,
amended or supplemented documents available to them for review.
Prior to executing any amendment under this Section 10 or pursuant to
Section 8 of the Terms, the Fiscal Agent, upon request, shall be entitled
to receive, and (subject to Section 8 of this Agreement), shall be fully
protected in relying on an opinion of counsel to the Company stating that
such amendment is permitted under this Agreement. The Fiscal Agent
may, but shall not be obligated to, execute any amendment if such
amendment adversely affects the Fiscal Agents rights, duties or immunities.
Section 11.
Amendments With the Consent of Holders.
(a) The Company and the Fiscal Agent may modify, amend
or supplement the terms of the Notes or this Agreement for any purpose
not set out in Section 10 only with the consent of the holders of Notes
as provided in Section 8 of the Terms.
(b) Upon the request of the Company and at the Companys
expense, the Fiscal Agent shall request from Euroclear and Clearstream
a position listing of participants that have an interest in the Regulation
S Global Note or the Unrestricted Global Note (as the case may be).
(c) Outstanding Defined. For purposes of the provisions
hereof and the Notes, any Note authenticated and delivered pursuant
to this Agreement shall, as of any date of determination, be deemed to
be Outstanding, except:
(i) Notes theretofore canceled by the Registrar or delivered
to the Fiscal Agent, any paying agent or any transfer agent for cancellation
or held by the Fiscal Agent for reissuance but not reissued by the
Fiscal Agent or
(ii) Notes in lieu of or in substitution for which other Notes
shall have been authenticated and delivered pursuant hereto provided
that in determining whether the holders of the requisite aggregate
principal amount of Outstanding Notes are present at a meeting of holders
of Notes for quorum purposes or have consented to or voted in favor of
any request, demand, authorization, direction, notice, consent, waiver,
amendment, modification or supplement hereunder, Notes owned by or
on behalf of the Company shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Fiscal Agent shall
be protected in relying upon any such request, demand, authorization,

direction, notice, consent, waiver, amendment, modification or
supplement, only Notes that a responsible officer of the Fiscal Agent
knows to be so owned shall be so disregarded.
(d) In agreeing to any modification, amendment or supplement to this
Agreement or the Notes, the Fiscal Agent shall be entitled to receive,
and shall be fully protected in relying upon, a certificate of an official
of the Company stating that such amendment is authorized or
permitted by this Agreement.
Section 12.
Certain Taxes.
In the event that any stamp, transfer, other documentary or

similar taxes or duties may be imposed by any governmental
authority in connection with the execution or delivery of this
Agreement or the original issuance of the Notes or the
enforcement of any provisions hereof or thereof, the Company
will pay to the appropriate party such amounts as may be
necessary to compensate such party for such taxes or duties.
Notwithstanding the foregoing, nothing contained herein shall
be deemed to require the Company to pay any such taxes
with respect to transfers or exchanges of the Notes.
Section 13.
Notices and Written Instructions
All notices hereunder shall be in English and shall be sent by

facsimile transmission (in such case confirmed by prepaid airmail)
or certified or registered mail, postage prepaid, addressed
to the following entities hereto as follows:
Address
Company ................................
Suite 900
Facsimile: (702) 791-6452
Attention: Chief Executive Officer

Fiscal Agent, Paying Agent,
The Bank of New York Mellon
Registrar and Transfer 101 Barclay Street, Floor 4E
Agent......................................
New York, New York 10286
Telephone: (212) 815-5576
Facsimile: (212) 815-5305
Attn: Global Finance Americas
Paying Agent..........................
1 Canada Square, 48th Floor
Canary Wharf, London E14 5AL
England
Telephone: 011-44 207-964-7031
Facsimile: 011-44-207-964-2536
Attn: Corporate Trust Department
or at any other address of which any of the foregoing shall have

notified the others in writing. Any such notice shall be effective
on receipt. The Fiscal Agent shall deliver a copy of any notice
received on behalf of the Company in connection with this
Agreement or the Notes (excluding notices given regarding the
transfer or exchange of Notes) to the Company in accordance
with the terms of this Section 13.
The Company may provide written instructions to the Fiscal
Agent via (i) computer facsimile, email, the Internet or other
insecure electronic method (Internet Communication), or (ii)
secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys (along with Internet
Communications Written Instructions). If the Fiscal Agent
receives Written Instructions which appear on their face to have
been transmitted by a person whose name is contained on a

list of persons authorized to act on behalf of the Company that
is maintained by the Fiscal Agent (Authorized Pesons) the
Company understands and agrees that the Fiscal Agent cannot
determine the identity of the actual sender of such Written
Instructions and that the Fiscal Agent shall conclusively presume
that such Written Instructions have been sent by an Authorized
Person, provided however, that the Fiscal Agent first confirms by
telephonic communication with an Authorized Person that any
Internet Communication has been sent by the Authorized Person
purporting to send the Internet Communication. The Company
shall be responsible for ensuring that only Authorized Persons
transmit such Written Instructions to Fiscal Agent and that all
Authorized Persons treat applicable user and authorization codes,
passwords and/or authentication keys with extreme care.
The Company acknowledges and agrees that it is fully informed
of the protections and risks associated with the various methods
of transmitting Written Instructions to the Fiscal Agent and that
there may be more secure methods of transmitting written
instructions than the method(s) selected by the Company.
Company agrees that the security procedures (if any) to be
followed in connection with its transmission of written instructions
provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances. If Company
elects (with Fiscal Agents prior consent) to transmit written
instructions through an on-line communications service owned
or operated by a third party, Company agrees that Fiscal Agent
shall not be responsible or liable for the reliability or availability
of any such service.
Section 14.
Governing Law Jurisdiction.
(a) This Agreement shall be governed by, and interpreted

in accordance with, the laws of the State of New York.
(b) To the fullest extent it may effectively do so, the
Company hereby (i) irrevocably submits to the non-exclusive
jurisdiction of any New York State or federal court sitting in The
City of New York, and any appellate court from any thereof, in
any suit, action or proceeding arising out of or relating to this
Agreement (a Related Proceeding) and (ii) irrevocably agrees
that all claims in respect of any Related Proceeding may be heard
and determined in such New York State or federal court.
The Company hereby irrevocably waives, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to
the maintenance of any Related Proceeding and any objection
to any Related Proceeding whether on the grounds of venue,
residence or domicile. The Company hereby agrees, to the
fullest extent it may effectively do so, that a final judgment in
any Related Proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or any other manner
provided by law.
(c) The Company hereby appoints Corporation Services
Company (the Process Agent), with an office on the date hereof at
1133 Avenue of the Americas, Suite 3100, New York, New York 10036,
as its agent to receive on behalf of the Company and its property
service of copies of the summons and complaint and any other
process which may be served in any Related Proceeding in such
New York State or federal court sitting in The City of New York.
The Company hereby agrees that such service may be made by U.S.
registered mail, to the fullest extent permitted by law, or by delivering
by hand a copy of such process to the Company in care of the
Process Agent at the address specified above for the Process
Agent (and the Company hereby agrees that such service will be
effective upon delivery by hand of such process to the office of the
Process Agent or 10 days after mailing, to the fullest extent permitted
by law), and the Company hereby authorizes and directs the Process
Agent to accept on its behalf such service. The Company hereby
agrees that failure of the Process Agent to give notice to the Company,
or failure of the Company to receive notice of such service of process,

shall not affect in any way the validity of such service on the Process
Agent or the Company. The Company hereby irrevocably consents,
to the fullest extent permitted by law, to the service of any and all
process in any Related Proceeding in a New York State or federal
court sitting in The City of New York by sending by U.S. registered
mail copies of such process to the Company at 3800 Howard Hughes
Parkway, Suite 900, Las Vegas, Nevada 89169-0925, Attn: Joseph R.
York (and the Company hereby agrees that such service will be
effective 10 days after the mailing thereof). The Company hereby
covenants and agrees that it shall take any and all reasonable action,
including the execution and filing of any and all documents, that
may be necessary to continue the designation of the Process Agent
in full force and effect, and to cause the Process Agent to continue to
act as such. In addition, the Company hereby agrees that none
of its agreements described in this or the preceding paragraph shall
affect the right of any party to serve legal process in any other manner
permitted by law.
Section 15.
Counterparts.
This Agreement may be executed in one or more counterparts, each

of which will be deemed to be an original, but all such counterparts
will together constitute one and the same instrument.
Section 16.
Waiver of Jury Trial.
Each of the company and the agents hereby irrevocably waives,

to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating
to this agreement, the notes or the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be , duly executed as of the day and year first above written.
By:______________________________________
Name:
Title:
Executed in:
THE BANK OF NEW YORK MELLON, as Fiscal Agent, Principal Paying
Agent, Calculation Agent, Transfer Agent and Registrar
By:______________________________________
Name:
Title:
THE BANK OF NEW YORK MELLON, as a Paying Agent
By:______________________________________
Name:
Title:
Executed in:
EXHIBIT A
1.
General.
(a) This Note is one of a duly authorized issue of Floating Rates

due 2010 (the Notes) of the Company, issued pursuant to a Fiscal
Agency Agreement, dated as of August 12, 2009 (the Fiscal
Agency Agreement), among the Company, The Bank of New York
Mellon, as fiscal agent, principal paying agent, calculation agent,
registrar and transfer agent, and The Bank of New York Mellon,
as a paying agent. Capitalized terms used but not defined herein
shall have the meanings given to them in the Fiscal Agency Agreement.
(b) The holders of the Notes shall be entitled to the benefits of,
be bound by, and be deemed to have notice of, all the provisions
of the Fiscal Agency Agreement. Copies of the Fiscal Agency
Agreement are on file and may be inspected at the corporate

trust office of the Fiscal Agent in The City of New York and at
the offices of the paying agents appointed from time to time
pursuant to the Fiscal Agency Agreement. If the terms of the Fiscal
Agency Agreement contradict the terms of the Notes, the terms of the
Notes shall govern.
2.
Principal, Interest and Maturity.
(a) The Notes shall be limited to the aggregate principal amount

of U.S. $400,000,000 (except as otherwise provided under
Section 5 below).
(b) In the event any Interest Payment Date is not a Business
Day, the Interest Payment Date shall be postponed to the
following Business Day. However, if the postponement would
cause the day to fall in the next calendar month, the Interest
Payment Date will instead be brought forward to the immediately
preceding Business Day. The amount of interest payable on
the Notes shall be computed on the basis of a 360-day year and
the actual number of days elapsed. A Business Day shall mean
any day other than a Saturday or Sunday or other day on which
banking institutions in the city of New York are authorized or
required by law or executive order to remain closed, or a day on
which dealings in deposits in U.S. dollars are not transacted in
the London interbank market.
(c) The interest rate applicable during each quarterly Interest Period
shall be equal to the U.S. dollar three-month LIBOR on the LIBOR
Determination Date for such Interest Period plus 2.00% per annum.
Interest Period means any period from (and including) an Interest
Payment Date (or, in the case of the initial Interest Period, the date
of issuance of the Notes) to (but excluding) the next succeeding
Interest Payment Date (or if earlier, the Maturity Date). LIBOR
means, with respect to any Interest Period, the rate (expressed as
a percentage per annum) for deposits in U.S. dollars having the
relevant maturity commencing on the first day of that Interest Period
that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m.
(London time) on the LIBOR Determination Date for that Interest
Period. If such rate does not appear on the Reuters Screen LIBOR01
Page, LIBOR will be determined on the basis of the rates at which
deposits in U.S. dollars for the relevant maturity commencing on
the first day of that Interest Period and in an aggregate principal
amount of not less than $1,000,000 are offered to prime banks in
the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent (after consultation
with the Company), at approximately 11:00 a.m., London time on
the LIBOR Determination Date for that Interest Period. The Calculation
Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR with respect to that Interest Period will be the
arithmetic mean (rounded upward if necessary to the nearest whole
multiple of 0.00001%) of such quotations. If fewer than two
quotations are provided, LIBOR with respect to that Interest Period
will be the arithmetic mean (rounded upward if necessary to the
nearest whole multiple of 0.00001%) of the rates quoted by three
major banks in New York City selected by the Calculation Agent
(after consultation with the Company), at approximately 11:00 a.m.,
New York City time, on the first day of that Interest Period for
loans in U.S. dollars to leading European banks for the relevant
maturity commencing on the first day of that Interest Period and
in an aggregate principal amount of not less than $1,000,000.
However, if fewer than three banks selected by the Calculation
Agent to provide quotations are quoting as described above,
LIBOR for that Interest Period will be the same as LIBOR as
determined for the previous Interest Period. The establishment
of LIBOR for each Interest Period by the Calculation Agent shall
(in the absence of manifest error) be final and binding. For the
purposes of this definition, Calculation Agent means The Bank
of New York Mellon, acting as calculation agent LIBOR Determination
Date means the second London Business Day immediately

preceding the first day of the relevant Interest Period a London
Business day is any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market Reuters
Screen LIBOR01 Page means the display designated on the Reuters
Screen LIBOR01 Page (or such other page as may replace the
Reuters Screen LIBOR01 Page on the service or such other service
as may be nominated by the British Bankers Association for the
purpose of displaying London interbank offered rates for U.S. Dollar deposits).
(d) The Notes will mature and will be repaid at 100% of their principal
amount (unless previously redeemed) plus accrued and unpaid
interest through the date thereof, on August 12, 2010
(the Maturity Date).
3.
Status of the Notes.
The Notes shall constitute general, direct, unconditional and

unsecured indebtedness of the Company and shall rank pari
passu without any preference among themselves, with all other
present and future unsecured and unsubordinated obligations
of the Company.
4.
Form, Denomination and Title.
The Notes are issuable in fully registered form, without coupons,

in denominations of U.S.$100,000 or any integral multiple of
U.S.$100,000 in excess thereof (an authorized denomination).
The Notes, and transfer thereof, shall be registered as
provided in Section 5 below and in the Fiscal Agency Agreement.
A person in whose name a Note shall be registered in the Register
may (to the fullest extent permitted by law) be treated at all times,
by all persons and for all purposes as the absolute owner of such
Note regardless of any notice of ownership, theft or loss or of any
writing thereon.
5.
Replacement, Exchange and Transfer.
(a) If any Note shall become mutilated or defaced or be destroyed,

lost or stolen, the Fiscal Agent shall authenticate and deliver a new
Note on such terms as the Company and the Fiscal Agent may require,
in exchange and substitution for the mutilated or defaced Note or,
in lieu of and in substitution for the destroyed, lost or stolen Note.
In every case of mutilation, defacement, destruction, loss or theft, the
applicant for a substitute Note shall furnish the Company and the
Fiscal Agent with such indemnity as the Company and the Fiscal Agent
may require and evidence to their satisfaction of the destruction, loss
or theft of such Note and of the ownership thereof. In every case of
mutilation or defacement of a Note, the holder shall surrender to the
Fiscal Agent the Note so mutilated or defaced. In addition, prior to the
issuance of any substitute Note, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Fiscal Agent) connected therewith. If any
Note, which has matured or been redeemed, or which will mature within
15 calendar days or for which notice of redemption has been given,
shall become mutilated or defaced or be apparently destroyed, lost
or stolen, the Company may pay or authorize payment of the same
without issuing a substitute Note.
(b) Upon the terms and subject to the conditions set forth in the
Fiscal Agency Agreement and subject to Section 5(e) below, a
Note or Notes may be exchanged for a Note or Notes of equal
aggregate principal amount in the same or different authorized
denominations as may be requested by the holder by surrender
of such Note or Notes at the office of the Registrar, or at the office
of any transfer agent, together with a written request for the exchange.
(c) No Note or any interest therein shall be transferable other than
by operation of law as a result of the death, divorce, bankruptcy
or incompetency of a holder of such Notes and any transfer in

violation of these provisions shall be void and of no effect.
Subject to the foregoing sentence and Section 5(e) below, upon
the terms and subject to the conditions set forth in the Fiscal Agency
Agreement, a Note may be transferred in whole or in part in an
authorized denomination by the surrender of the Note for registration
of transfer at the office of the Registrar or at the office of any
transfer agent, duly endorsed by, or accompanied by a written
instrument of transfer in lieu of endorsement in form satisfactory
to the Company and the Registrar or such transfer agent, as the
case may be, duly executed by the holder or holders thereof or its
attorney-in-fact or attorneys-in-fact duly authorized in writing.
(d) The costs and expenses of effecting any exchange or registration
of transfer pursuant to the foregoing provisions, except for the
expenses of delivery by other than regular mail (if any) and except,
if the Company shall so require, the payment of a sum sufficient
to cover any tax or other governmental charge or insurance charges
that may be imposed in relation thereto, will be borne by the Company.
(e) Any transfer or exchange shall be registered by the Registrar
in the Register. Notwithstanding the foregoing, the Registrar or the
Fiscal Agent, as the case may be, shall not register the transfer
or exchange of Notes for a period of 15 calendar days preceding
the due date for any payment of principal of or interest on the Notes.
6.
Certain Covenants of the Company.
So long as any Note remains outstanding, the Company agrees as follows:

(a) To elect to be treated, and to maintain its status, as a regulated
investment company for US federal income tax purposes;
(b) To maintain its registration with the U.S. Securities and Exchange
Commission (the Commission) as a closed-end management
investment company (as defined under the Investment Company
Act of 1940, as amended (the Investment Company Act)) and to
observe its obligations and duties as a registered investment
company under the Investment Company Act
(c)
To comply with Applicable Law
(d) To not voluntarily incur any indebtedness or liabilities other than

the following (the indebtedness and liabilities described in clauses
(i) through (v), collectively, the Permitted Liabilities):
(i) indebtedness and liabilities pursuant to the Notes or the related
Fiscal Agency Agreement
(ii) indebtedness and liabilities pursuant to any investment advisory
agreement, administration agreement, custodial agreement, transfer
agent agreement, placement agent agreement or otherwise incurred
in connection with the conduct of the Companys business, including
the management of assets in accordance with the Portfolio Guidelines
(iii) indebtedness and liabilities for expenses of formation and all
other expenses and obligations incident to the operation or
management of the Company
(iv) indebtedness and liabilities in respect of Company Taxes of the
Company not yet due and payable or Company Taxes of the
Company due and payable that the Company is contesting in good faith and
(v) indebtedness and liabilities in respect of borrowed money provided
that at no time will the outstanding principal amount of indebtedness
or liabilities of the Company in respect of borrowed money (including
in respect of the Notes) exceed 20% of the Net Asset Value at such
time (it being understood for purposes of this covenant that customary
settlement obligations in respect of financial transactions shall not
be considered indebtedness or liabilities in respect of borrowed money).
(e) To do all things necessary to preserve and keep in full force and
effect its existence, rights and franchises, including, at all times:
(i)
having a board of directors
(ii) filing its own Company Tax returns and paying any Company
Taxes so required to be paid under Applicable Law
(iii)
observing Delaware limited liability company formalities
(iv) maintaining adequate capital in light of its contemplated business

purpose, transactions and liabilities
and
(v) causing its officers, agents and other representatives to act at all
times with respect to the Company consistently and in furtherance of
the foregoing and in the best interests of the Company
(f) To not amend the Portfolio Guidelines without the consent of the
persons entitled to vote a majority in aggregate principal amount of
the Notes then Outstanding
(g) To make no investments other than investments permitted under the
Portfolio Guidelines
(h) To make all necessary filings with and submissions to the Commission
and as otherwise required by Applicable Law
(i) To not create, assume, suffer to exist, or take any action which would
result in the creation of any Lien on any of the Companys assets
other than Liens for Company Taxes not yet due or payable or being
contested in good faith and Liens customarily created or arising in
connection with transactions permitted under the Portfolio Guidelines
(j) To maintain a Net Asset Value at any time of not less than four
billion dollars (U.S.$4,000,000,000) and
(k) To notify each registered holder of Notes, Barclays Wealth and
Barclays Capital (both being divisions of Barclays Bank PLC) of any
Event of Default.
For purposes of these Terms:
Affiliate means, with respect to any Person, any other Person
that controls, is controlled by, or is under common control with,
such Person, and any officer, director, general partner, member
or trustee of, or any Person serving in a similar capacity with
respect to, such Person. For purposes of this definition and Section
7(d), control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities,
through the right or power to appoint a majority of the board of
directors of such Person, by contract or otherwise, and controlled
by and under common control have corresponding meanings.
For the avoidance of doubt, an entity that is a disregarded entity
for US federal income tax purposes shall be treated as an
Affiliate of the Person that is treated as the owner of such entity
for US federal income tax purposes and of all such Persons other
Affiliates.
Applicable Law means any law, rule, regulation or official code,
consent decree, constitution, decree, directive, enactment, guideline,
injunction, interpretation, judgment, order, ordinance, policy statement,
proclamation, promulgation, requirement, rule of law, settlement
agreement, statute or writ of any governmental authority, whether
domestic or foreign, to which the Person in question is subject or
by which it or any of its property is bound.
Company Taxes means all US federal, state or local taxes and all
non-US taxes and other assessments of a similar nature, in each
case, imposed upon or assessed against the Company, including

income, profits, gains, gross receipts, windfall profits, value added,
severance, property, production, sales, use, duty, stamp duty,
license, excise, franchise, employment, withholding or similar taxes,
together with any interest, additions or penalties with respect thereto
and any interest in respect of such additions or penalties and
Company Tax, when used as a noun, means any one or more Company
Taxes and, when used as an adjective, means of or pertaining to
Company Taxes.
Lien means any mortgage, lien, encumbrance, security interest,
covenant, condition, restriction (including restrictions on voting
rights or rights of disposition), claim, charge, option, right of first
refusal, right of use and any other matter affecting title (including
any assignment or conditional assignment or any charge upon
property purchased under conditional sales or other
title retention agreements).
Net Asset Value means, at any time, an amount equal to the
gross assets minus the aggregate amount of liabilities calculated
in accordance with generally accepted accounting principles in the
United States.
Portfolio Guidelines means the Investment Objective and Policies
of the Company as described in Item 8.2 (excluding the section
captioned Fundamental Investment Restrictions) and Item 17 of
the Companys Registration Statement on Form N-2 filed on
May 30, 2008 with the Commission as such Registration Statement
may be amended from time to time or as described in the
Companys annual or semi-annual reports to shareholders of the
Company subsequent to that date provided that any amendment
to the Portfolio Guidelines shall be subject to the consent of the
persons entitled to vote a majority in aggregate principal amount
of the Notes then Outstanding pursuant to clause (f) of this Section 6.
7.
Events of Default.
If any of the following events (each, an Event of Default)

shall have occurred and be continuing:
(a) Default in any payment of principal on any of the Notes
and the continuance of such default for a period of 7 calendar days
(b) Default in any payment of interest on any of the Notes and the
continuance of such default for a period of 14 calendar days
(c) Default in the performance of any other material obligation
under the Notes and the continuance of such default for a period
of 30 calendar days after an officer of the Company becomes
aware, or in the exercise of reasonable diligence would have
become aware, of the default
(d) an Insolvency Event with respect to the Company or any
company directly or indirectly controlling the Company or
(e) any step is taken by the Company with a view to a moratorium
or suspension of payments in relation to the Notes
then in any such event the holders of at least 25% in aggregate
principal amount of the Notes then Outstanding (as defined in Section
11(c) of the Fiscal Agency Agreement), so long as such Event of
Default is continuing, may by written demand given to the Company
(with a copy to the Fiscal Agent) declare the principal of and any accrued
interest on all Notes then Outstanding to be, and such principal
and any interest shall thereupon become, immediately due and payable,
unless prior to receipt of such demand by the Company all such
defaults shall have been cured provided, however, that upon the
occurrence of an Event of Default of the type described in clause
(d) above relating to the Company, the principal of and any accrued
interest on the Notes shall become immediately due and payable,
without such declaration or notice to the Company. If any Event of
Default described in clauses (a) through (c) or (e) above shall give
rise to a declaration which shall be effective, such Event of Default
shall cease to continue following such declaration and no other

Event of Default shall then be continuing, then such declaration may
be rescinded and annulled by the affirmative vote of the holders
of the Notes in accordance with the procedures set forth in Section 8 below.
Insolvency Event means, with respect to any Person, that such
Person (a) is dissolved (other than pursuant to a solvent consolidation,
amalgamation, restructuring, reorganization or merger) (b) becomes
insolvent or is unable to pay its debts or fails or admits in writing its
inability generally to pay its debts as they become due (c) makes a
general assignment, arrangement or composition with or for the
benefit of its creditors (d) (i) institutes or has instituted against it, by
a regulator, supervisor or any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
incorporation or organization or the jurisdiction of its head or home
office, a proceeding seeking a judgment of insolvency or bankruptcy
or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors rights, or a petition is presented for its
winding-up or liquidation by it or such regulator, supervisor or similar
official or (ii) has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors
rights, or a petition is presented for its winding-up or liquidation, and
such proceeding or petition is instituted or presented by a person or
entity not described in clause (i) above and either (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30
calendar days of the institution or presentation thereof (e) has a
resolution passed for its winding-up, official management or liquidation
(other than pursuant to a solvent consolidation, amalgamation,
restructuring, reorganization or merger) (f) seeks or becomes subject to
the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or
substantially all its assets (g) has a secured party take possession
of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or
sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within 30 calendar days
thereafter (h) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect to
any of the events specified in subsections (a) through (g) of this definition
(inclusive) other than, for the avoidance of doubt, any such event that
occurs pursuant to a solvent consolidation, amalgamation, restructuring,
reorganization or merger or (i) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts and
Person means any individual, trustee, receiver, conservator, custodian,
corporation, limited liability company, partnership (whether general
or limited), association, company, joint-stock company, trust, business
trust, estate, joint venture, governmental authority, or any other
entity, in its own or any representative capacity.
8.
Modifications, Amendments and Waivers.
(a) A meeting of holders of Notes may be called at any time

and from time to time to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by the Fiscal Agency Agreement or the
Notes to be made, given or taken by holders of Notes or to
modify, amend or supplement the terms of the Notes or the
Fiscal Agency Agreement as hereinafter provided. The Company
may at any time call a meeting of holders of Notes for any such
purpose to be held at such time and at such place as the
Company shall determine. Notice of every such meeting, setting
forth the time and the place of such meeting and in reasonable
detail the action proposed to be taken at such meeting, shall be

given as provided in Section 15 below, not less than 30 nor more
than 60 calendar days prior to the date fixed for the meeting.
In case, at any time, the Company or the holders of at least 10%
in aggregate principal amount of the Outstanding (as defined in
Section 11(c) of the Fiscal Agency Agreement) Notes shall, after
the occurrence and during the continuance of any Event of Default
or any event that with notice or lapse of time or both could constitute
an Event of Default under the Notes, have requested the Fiscal
Agent to call a meeting of the holders of Notes for any such purpose,
by written request setting forth the time and place of, and in
reasonable detail the action proposed to be taken at, the meeting,
the Fiscal Agent shall call such meeting for such purposes by
giving notice, as provided in Section 15 below, of such time and
place of, and in reasonable detail the action proposed to be taken
at, such meeting. Holders of Notes may attend such meeting in
person or by telephone.
(b) To be entitled to vote at any meeting of holders of Notes, a
person shall be a holder of Outstanding Notes or a person
duly appointed by an instrument in writing as proxy for such holder.
The persons entitled to vote a majority in aggregate principal
amount of the Outstanding Notes shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request
of the holders, be dissolved. In any other case, the meeting may
be adjourned for a period of not less than 10 calendar days as
determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 calendar days as determined by the
chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall
be given in the same manner as provided in Section 8(a) above.
Notice of the reconvening of any adjourned meeting shall state
expressly that, at the reconvening of any meeting adjourned for
lack of a quorum, the persons entitled to vote 25% in aggregate
principal amount of the Outstanding Notes shall constitute a quorum
for the taking of any action set forth in the notice of the original
meeting. Any meeting of holders of Notes at which a quorum is
present may be adjourned from time to time by a vote of a
majority in aggregate principal amount of the Outstanding Notes
represented at the meeting, and the meeting may be held as so
adjourned without further notice. At a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as
aforesaid, any resolution and all matters shall be effectively
passed or decided by the persons entitled to vote not less than a
represented and voting.
(c) With (i) the affirmative vote, in person or by proxy thereunto
duly authorized in writing, of the holders of not less than a
represented at a meeting duly called and held as specified above,
or (ii) the written consent of the holders of a majority in aggregate
principal amount of the Outstanding Notes, the holders may
rescind the declaration of an Event of Default in accordance with
Section 7 or the Company and the Fiscal Agent may, upon agreement
between themselves, modify, amend or supplement the terms
of the Notes or, insofar as affects the Notes, the Fiscal Agency
Agreement, in any way, and such holders may make, take or give
any request, demand, authorization, direction, notice, consent,
waiver or other action provided by the Fiscal Agency Agreement or
the Notes to be made, given or taken by holders of the Notes
provided, however, that no such action may, without the consent
or affirmative vote of the holder of each Note affected thereby: (A)
change the due date for the payment of the principal of, or any
installment of interest on, any Note, (B) reduce the aggregate principal
amount of any Note, or the portion of such aggregate principal
amount which is payable upon acceleration of the maturity of such
Note, or the interest rate thereon, (C) change the currency in which
any payment in respect of any Note is payable, (D) change the
manner in which the amount of interest is calculated on any Note,
(E) reduce the proportion of the aggregate principal amount of the
Notes the vote or consent of the holders of which is necessary to
modify, amend or supplement the Fiscal Agency Agreement or the
terms and conditions of the Notes or to make, take or give any
request, demand, authorization, direction, notice, consent, waiver
or other action provided hereby or thereby to be made, taken or
given, or (F) change the obligation of the Company to pay Additional
Amounts (as defined in Section 13 hereof). Any such modification,
amendment or supplement shall be binding on the holders of Notes.
(d) The appointment of any proxy shall be proved by having
the signature of the person executing the proxy witnessed or
guaranteed by any bank, banker, trust company or recognized
security dealer reasonably satisfactory to the Company.
The holding of a Note shall be proved by the Register maintained
by the Agents in accordance with the Fiscal Agency Agreement
or by a certificate or certificates of the Registrar.
(e) The Company shall appoint a temporary chairman of the meeting.
A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of persons entitled to vote a majority in
aggregate principal amount of the Outstanding Notes represented
at the meeting. At any meeting, each holder of Notes or proxy
shall be entitled to one vote for each U.S.$100,000 aggregate
principal amount of the Notes as to which it is a holder or proxy
provided that no vote shall be cast or counted at any meeting
in respect of any Note challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote except
as a holder of Outstanding Notes or proxy.
(f) The vote upon any resolution submitted to any meeting of
holders of Notes shall be by written ballot on which shall be
subscribed the signatures of the holders or proxies and on which
shall be inscribed an identifying number or numbers or to which
shall be attached a list of identifying numbers of the Notes
entitled to be voted by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting.
A record in triplicate of the proceedings of each meeting of holders
shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was published
and mailed as provided above. The record shall be signed and verified
by the permanent chairman and secretary of the meeting and one shall
be delivered to each of the Company and the Fiscal Agent, the latter
to have attached thereto the ballots voted at the meeting and to be
preserved by the Fiscal Agent. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.
(g) Notwithstanding the foregoing, the Company and the Fiscal
Agent may, upon agreement between themselves, without the vote
or consent of any holder of Notes, modify, amend or supplement
the Fiscal Agency Agreement or the Notes for the purpose of (i)
adding to the covenants of the Company for the benefit of the
holders of Notes, (ii) surrendering any rights or power conferred
upon the Company in a manner which shall not adversely affect
the interest of any holder of Notes in any material respect, (iii)
securing the Notes pursuant to the requirements of the Notes or
otherwise, (iv) correcting any defective provision contained in
the Fiscal Agency Agreement or in the Notes in a manner which
shall not adversely affect the interest of any holder of Notes in
any material respect or (v) otherwise amending the Fiscal
Agency Agreement or the Notes in a manner which shall not

respect. The Fiscal Agent will notify each holder of Notes of any
such change and as soon as reasonably practicable will make
any such modified, amended or supplemented documents available
to them for review.
9.
Payments and Agents.
(a) The principal of the Notes and interest due thereon at maturity
will be payable in immediately available funds against surrender
of such Notes at the office of the Paying Agent in The City of New
York or, subject to applicable laws and regulations and unless an
application is made as described below, at the office of any paying
agent by United States dollar check drawn on, or by transfer to a
United States dollar account maintained by the holder with, a bank
located in The City of New York. Unless an application is made as
described below, payment of interest on a Note will be made to the
person in whose name such Note is registered at the close of business
on the Regular Record Date (as defined below) immediately preceding
the related Interest Payment Date (as defined on the face of the Notes).
Regular Record Date means, with respect to any Interest Payment Date,
the fifteenth day prior to such Interest Payment Date (whether or not a
Business Day). Upon application of any holder to a paying agent not
later than the relevant Regular Record Date, payment of such principal
of or interest on any Note will be made by wire transfer to a United States
dollar account maintained by such holder.
(b) All moneys paid by or on behalf of the Company to the Paying Agent
or any other paying agent for the payments of the principal of or
interest on any Note which remain unclaimed at the end of two years
after such principal or interest shall have become due and payable
will be repaid to the Company (including all interest accrued, if any,
with respect to any such amounts) upon written request, and the holder
of such Note will thereafter look only to the Company for payment.
Upon such repayment, all liability of the Paying Agent and any other
paying agent with respect thereto shall cease, without, however,
limiting in any way the obligation of the Company in respect of the
amount so repaid, subject to the provisions of Section 14 below.
(c) The Company agrees that so long as any Note remains outstanding,
it will maintain a paying agent in London for payments on Notes and a
paying agent and registrar having a specified office in The City of New
York. The Company initially appoints, subject to the terms and conditions
in the Fiscal Agency Agreement, The Bank of New York Mellon, as
registrar, principal paying agent and transfer agent for the Notes and
The Bank of New York Mellon, as a paying agent for the Notes. Subject
to the foregoing, the Company shall have the right at any time to
terminate any such appointment and to appoint any other agents
in such other places as it may deem appropriate upon notice in
accordance with Section 15 below and in accordance with the terms
and conditions set forth in the Fiscal Agency Agreement.
(d) Payments in respect of the Notes shall be made in such currency
of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.
(e) In acting under the Fiscal Agency Agreement and in connection
with the Notes, each of the Agents and each other paying agent
and transfer agent is acting solely as agent of the Company and
does not assume any obligation toward or relationship of agency
or trust for or with the owner or holder of any Note, except that any
funds held by any such agent for payment of principal of or interest
on the Notes shall be held in trust by it and applied as set forth
herein and in the Fiscal Agency Agreement. The obligations of
each of the Agents to the owners or holders of Notes are subject
to the immunities and rights as set forth in the Fiscal Agency Agreement.
10.
Optional Redemption, Purchase and Cancellation.
The Company may, at its option and subject to the terms and
conditions of the Fiscal Agency Agreement, redeem the Notes in
whole but not in part at any time upon 30 calendar days advance
written notice to the holders thereof at a price equal to the sum of
(i) 100% of the aggregate principal amount of the Notes, (ii) accrued
and unpaid interest thereon through the date of redemption and
(iii) if the date of redemption is not an Interest Payment Date, the
Intra-Period Broken Funding Amount. The Company or any of its
Affiliates may at any time purchase the Notes at any price in the
open market, if any, or otherwise. The Notes so purchased by the
Company may, at the Companys discretion, be held, resold or
surrendered to the Fiscal Agent for cancellation. The Intra-Period
Broken Funding Amount shall mean with respect to any redemption
an amount (which, for the avoidance of doubt, may be a positive or
negative number) equal to the product of (A) the aggregate
principal amount to be redeemed and (B) X minus Y where:
X equals the fraction (1 + OL x n1)
Y equals 1 + OL x (n1
(1 + NL x n2)
n2)
n1 equals the number of days in the current Interest Period

divided by 360
n2 equals the number of days remaining in the current Interest Period
as of the date of redemption divided by 360
OL equals LIBOR as in effect for the current Interest Period and
NL equals LIBOR for the period from (and including) the date of
prepayment to (but excluding) the next Interest Payment Date
(or if earlier, the Maturity Date).
11.
Partial Ratable Redemption.
If the Company does not have the funds legally available for the
redemption of, or is otherwise unable to redeem all the Notes to
be redeemed on any redemption date, the Company will redeem
on such redemption date that number of Notes for which it has
legally available funds ratably on the basis of the redemption price
set out in Section 10. The remainder of the Notes will be redeemed
on the earliest practicable date on which the Company will have
funds legally available for the redemption of, or is otherwise able
to redeem, such Notes upon written notice of redemption.
If fewer than all Notes held by any holder are to be redeemed, the
notice of redemption mailed to such holder will specify the number
of Notes to be redeemed from such holder, which may be expressed
as a percentage of Notes held on the applicable record date.
12.
Asset Coverage.
Immediately after the issuance of the Notes, or any other class

of senior security representing an indebtedness, or any other
indebtedness or liability in respect of borrowed money, the
Company must have an asset coverage (as defined in Section
18(h) of the Investment Company Act, an Asset Coverage) of at
least 300% with respect to all outstanding indebtedness. To the
extent that the Company does not have such an Asset Coverage
at the time of the declaration of any dividend or distribution upon
any class of capital stock of the Company (after deducting the amount
of such dividend or distribution), or at the time of purchase of any
such capital stock, the Company shall not declare any dividend
(except a dividend payable in capital stock of the Company), or
declare any other distribution, upon any class of capital stock of
the Company or purchase any such capital stock. If, on the last
Business Day of each of twelve consecutive calendar months, the
Company does not have an Asset Coverage of at least 100% with
respect to all outstanding indebtedness, the holders of the Notes,
voting as a class, shall be entitled to elect at least a majority of
the members of the board of directors of the Company. Such
voting right shall continue until the Asset Coverage with respect
to all outstanding indebtedness is at least 110% or more on the last
Business Day of each of three consecutive calendar months.
13.
Additional Amounts.
(a) All payments by the Company in respect of the Notes shall

be made free and clear of, and without deduction or withholding
for or on account of any present or future taxes, duties, assessments,
or other governmental charges of whatever nature imposed or
levied by the authorities of any jurisdiction (Withholding Taxes),
unless the Company is compelled by law to deduct or withhold
such taxes, duties, assessments, or governmental charges. In such
event, the Company shall make such deduction or withholding,
make payment of the amount so deducted or withheld to the appropriate
governmental authority and forthwith pay such additional amounts
(Additional Amounts) as may be necessary to ensure that the net
amounts receivable by the holders of the Notes after such deduction
or withholding shall equal the payment which would have been
receivable in respect of the Notes in the absence of such deduction
or withholding. The Company shall cause to be delivered, or, in the
case of notes held by an institution that is holding the Notes on
behalf of a beneficial owner, to use its best efforts to cause the institution
to deliver, to the Paying Agent all forms necessary to ensure that a
minimal rate of withholding applies to all payments by the Company
in respect of the Notes to the holders or beneficial holders of the Notes,
such as an IRS Form W-8IMY and any attached IRS Form W-8BEN,
or a statement of withholding or allocation, as necessary.
Notwithstanding the foregoing, no such Additional Amounts shall be payable:
(i) if such Withholding Taxes would not have been imposed but
for (A) a present or former connection between the jurisdiction
imposing the tax or any political subdivision or taxing authority
thereof or therein and the holder or beneficial holder of the relevant
Note including, without limitation, a connection arising from such
holder or beneficial holder having been a citizen, domiciliary, or
resident of such jurisdiction or such political subdivision or taxing
authority, being organized in such jurisdiction or such political
subdivision or taxing authority, or having had a permanent
establishment, branch or other fixed place of business therein
(but excluding a connection arising solely from such holder or
beneficial holder having executed, delivered, performed its
obligations or received payment under the Fiscal Agency Agreement
or this Note), or (B) the failure of the holder or beneficial holder
of the relevant Note to comply with any reasonable certification,
identification or other reporting requirement (or such certifications,
identifications or reporting proving to be false or incorrect) concerning
the nationality, residence, identity or connection with such jurisdiction,
or any political subdivision or taxing authority thereof or therein, of
such holder or beneficial holder, if compliance is required by such
jurisdiction, or any political subdivision or taxing authority thereof or
therein, as a precondition to exemption from such deduction or withholding or
(ii) in respect of any Withholding Taxes imposed by any jurisdiction,
if such Withholding Taxes were imposed by reason of the failure
of the holder or beneficial holder to present such holders Note for
payment (where such presentation is required) within 30 calendar
days after the date on which such payment thereof became due
and payable or is duly provided for and notice thereof is given to
the holder, whichever occurs later.
(b) Whenever there is mentioned, in any context, the payment
of the principal of or interest on, or any amounts in respect of,
a Note, such mention shall be deemed to include mention of
the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in
respect thereof, and express mention of the payment of
Additional Amounts (if applicable) shall not be construed as
excluding Additional Amounts where such express mention is
not made.
(c) Notwithstanding Section 13(a)(i) and (ii) above, Additional

Amounts shall be payable in the event Withholding Taxes
are imposed by any jurisdiction (other than the United States
or any political subdivision or taxing authority thereof) if
such Withholding Taxes would not have been imposed in
the absence of any connection between the Company or the
Paying Agent and such jurisdiction.
14.
Prescription.
All claims against the Company for payment of principal of

or interest (including Additional Amounts) on or in respect
of the Notes shall be prescribed unless made within five
years from the date on which the relevant payment first
became due.
15.
Notices.
Notices will be mailed to holders of Notes at their registered

addresses in the Register and shall be deemed to have been
given on the date of such mailing. All notices of meetings of
holders of Notes under Section 8 above shall specify the time
and place of, and in reasonable detail the action proposed
to be taken at, such meeting.
Where applicable, notices will also be mailed to
Barclays Wealth at One Churchill Place, London E14 5HP,
United Kingdom, Attention: Head of Balance Sheet, Managing
Portfolio Management Unit, fax: +44 20 7773 1868, and will
be deemed to have been given upon receipt.
16.
Governing Law and Jurisdiction.
(a) Upon issuance of the Notes, performance and enforcement

of obligations evidenced thereby shall be governed by, and
interpreted in accordance with, the laws of the State of New York.
(b) To the fullest extent it may effectively do so, the Company
hereby (i) irrevocably submits to the non-exclusive jurisdiction
of any New York State or federal court sitting in The City of New
York in any suit, action or proceeding arising out of or relating to
the Notes (a Related Proceeding) and (ii) the Company hereby
irrevocably agrees that all claims in respect of any Related Proceeding
may be heard and determined in such New York State or federal
court. The Company hereby irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the
maintenance of any Related Proceeding and any objection to any
Related Proceeding whether on the grounds of venue, residence
or domicile. The Company hereby agrees, to the full extent it may
effectively do so, that a final judgment in any Related Proceeding
shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
(c) The Company hereby appoints and agrees to maintain
Corporation Services Company as the person for the time being
and from time to time acting as, or discharging the function
of, agent for service of process, with an office on the date
hereof at 1133 Avenue of the Americas, Suite 3100, New York,
New York 10036, as its agent to receive on behalf of the
Company and its property service of copies of the summons
and complaint and any other process which may be served in
any Related Proceeding in such New York State or federal court
sitting in The City of New York (the Process Agent). The Company
hereby agrees that such service may be made by U.S. registered
mail, to the fullest extent permitted by law, or by delivering by
hand a copy of such process to the Company in care of the

Agent (and the Company hereby agrees that such service will
be effective 10 calendar days after the mailing, to the fullest extent
permitted by law, or delivery by hand of such process to the
office of the Process Agent), and the Company hereby authorizes
and directs the Process Agent to accept on its behalf such service.
The Company hereby agrees that failure of the Process Agent
to give notice to the Company, or failure of the Company to receive
notice, of such service of process shall not affect in any way the
validity of such service on the Process Agent or the Company.
The Company hereby also irrevocably consents, to the fullest extent
permitted by law, to the service of any and all process in any
Related Proceeding in a New York State or federal court sitting in
The City of New York by sending by U.S. registered mail copies of
such process to the Company at 3800 Howard Hughes Parkway,
Suite 900, Las Vegas, Nevada 89169-0925, Attn: Joseph R. York
(and the Company hereby agrees that such service will be effective
10 calendar days after mailing thereof). The Company hereby
act as such. In addition, the Company hereby agrees that none of
its agreements described in this or the preceding paragraph shall
affect the right of any party to serve legal process in any other
manner permitted by law.
17.
Definitions.
As used in this Note, each of the following terms shall have the
meaning set forth in the section of this Note set forth opposite
such term in the table below, unless the context otherwise requires:
Additional Amounts .........................
Section
Affiliate ...........................................
Applicable Law ............................... Section
Asset Coverage.................................
authorized denomination ..................
Section
Business Day ....................................
Calculation Agent............................. Section
Company ..........................................
Commission .....................................
Company Taxes ...............................
Section
Event of Default ...............................
Fiscal Agency Agreement ................
Section
Insolvency Event ..............................
Interest Payment Date ......................
Face of
Interest Period...................................
Intra-Period Broken
Funding Amount...............................
Section 10
Investment Company Act.................
Section
LIBOR ..............................................
LIBOR Determination Date ............. Section 2(c)
Lien...................................................
London Business Day.......................
Section
Maturity Date ...................................
Net Asset Value................................
Notes ................................................
Permitted Liabilities ........................ Section
Person ...............................................
Portfolio Guidelines ......................... Section
Regular Record Date ........................
Section
Related Proceeding...........................
Section
Reuters Screen LIBOR01 Page ........
Section 2(c)
Securities Act ...................................
Withholding Taxes ...........................
Section
EXHIBIT B
13
Section
6
Section
4
Section
2(c)
Face of
Section
6
Section
1(a)
Section
Note
Section
6
12
2(b)
Note
6(b)
7
7
2(c)
6(b)
Section 2(c)
Section 6
2(c)
Section
Section
Section
6(d)
Section
6
9(a)
16(b)
2(d)
6
1(a)
7
Face of Note
13
FORM OF GLOBAL NOTE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.
PERSON IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER SUCH LAWS. THIS SECURITY SHALL
NOT BE TRANSFERABLE OTHER THAN BY OPERATION OF LAW
AS A RESULT OF THE DEATH, DIVORCE, BANKRUPTCY OR
INCOMPETENCY OF A HOLDER.
[No. R__]
U.S.$_____________*
[No. S__]
ISIN No. [___________________]
*Denominations of any integral multiple of U.S.$100,000
above U.S.$100,000.
GLOBAL NOTE
___ Notes due 20[ ]
The Thirty-Eight Hundred Fund, LLC (the Company), for value received,
hereby promises to pay to The Bank of New York Depositary (Nominees)
Limited, or registered assigns, as common depositary for Clearstream
Banking, societe anonyme and/or Euroclear Bank S.A./N.V., on ____,
20__ (or earlier redemption) upon surrender hereof, the principal sum
of ___________________ (U.S.$ ___________), and to pay interest
thereon from ______, 20__ or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, quarterly
on _____, _____, _____ and _____ (each, an Interest Payment Date),
commencing _____, 20__, until the principal hereof is paid or duly
provided for. The interest rate applicable during each quarterly Interest
Period (as such term is defined in Section 2(c) of the Terms and
Conditions of the Notes attached hereto) shall be equal to the U.S. dollar
three-month LIBOR on the LIBOR Determination Date for such Interest
Period plus ______% per annum.
The interest payable on any such Interest Payment Date will, subject
to certain conditions set forth in the Terms and Conditions of the Notes
attached hereto, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date
(as such term is defined in Section 9(a) of the Terms and Conditions
of the Notes attached hereto) preceding such Interest Payment Date.
Reference is made to the further provisions set forth under the Terms
and Conditions of the Notes attached hereto. Such further provisions
shall for all purposes have the same effect as though fully set forth at
this place.
The statements set forth in the legend, if any, above are an integral
part of the terms of this Note and by acceptance hereof each holder
of this Note agrees to be subject to and bound by the terms and
provisions set forth in such legend.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been
manually signed by a duly authorized signatory of the Fiscal Agent
under the Fiscal Agency Agreement referred to in the Terms and
Conditions of the Notes attached hereto.
This Note shall be governed by and construed in accordance

with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Note
to be duly executed.
Dated:
By______________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-mentioned
Fiscal Agency Agreement.
THE BANK OF NEW YORK MELLON, as Fiscal Agent
By______________________________________
Name:
Title:
EXHIBIT C
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER
SUCH LAWS. THIS SECURITY SHALL NOT BE TRANSFERABLE
OTHER THAN BY OPERATION OF LAW AS A RESULT OF THE DEATH,
DIVORCE, BANKRUPTCY OR INCOMPETENCY OF A HOLDER.
No. R-
U.S.$_____________*
ISIN No. [___________________]

above U.S.$100,000.
___ Notes due 20[ ]
provided for. The interest rate applicable during each quarterly
Interest Period (as such term is defined in Section 2(c) of the Terms
and Conditions of the Notes attached hereto) shall be equal to the
U.S. dollar three-month LIBOR on the LIBOR Determination Date for
such Interest Period plus ______% per annum.
The interest payable on any such Interest Payment Date will, subject to
certain conditions set forth in the Terms and Conditions of the Notes
attached hereto, be paid to the person in whose name
this Note is registered

at the close of business on the Regular Record Date (as such term is
defined in Section 9(a) of the Terms and Conditions of the Notes attached
hereto) preceding such Interest Payment Date.
shall for all purposes have the same effect as though fully set forth
at this place.
The statements set forth in the legend, if any, above are an integral part
of the terms of this Note and by acceptance hereof each holder of this
Note agrees to be subject to and bound by the terms and provisions
set forth in such legend.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually
signed by a duly authorized signatory of the Fiscal Agent under the
Fiscal Agency Agreement referred to in the Terms and Conditions
of the Notes attached hereto.
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
Dated:
By______________________________________
Name:
Title:
By_____________________________________
Name:
Title:

This NSAR-B Filing
Date
Other Filings
5/30/08 POS AMI

7/10/09
8/12/09
11/30/09
8/12/10
Top
List All Filings
Annual Report of a Money-Management Company Form N-SAR

Document/Exhibit
1:
2:
3:
4:
5:
Description
NSAR-B
Answer File
EX-99.77B ACCT LTTR Internal Control Letter
FISCAL AGENCY AGREEMENT

among
THE THIRTY-EIGHT HUNDRED FUND, LLC,
As Fiscal Agent, Principal Paying Agent,
Calculation Agent, Transfer Agent and Registrar,
and
As a Paying Agent
Dated as of August 12, 2009
Up to U.S.$400,000,000
Floating Rate Notes due 2010
TABLE OF CONTENTS
Page #
Section 1.
General 1
Section 2.
Appointment of Agents 1
Section 3.
Execution and Authentication 2
Section 4.
Forms of Notes; Book Entry 3
Section 5.
Registration of Transfer; Exchange 4
Section 6.
Payments 6
Section 7.
Mutilation or Loss of Notes; Record of Replacement
or Cancellation 7
Section 8.
Agents 8
Section 9.
Maintenance of Agents 10
Section 10. Amendments Without the Consent of Holders 13
Section 11. Amendments With the Consent of Holders 13
Section 12. Certain Taxes 14
Section 13. Notices and Written Instructions 14
Section 14. Governing Law; Jurisdiction 15
Section 15. Counterparts 16
Section 16. Waiver of Jury Trial 17
EXHIBIT A
EXHIBIT B
EXHIBIT C

FORM OF GLOBAL NOTE
This FISCAL AGENCY AGREEMENT, dated as of August 12, 2009 (this Agreement),
is among The Thirty-Eight Hundred Fund, LLC (the Company), The Bank
of New York Mellon, as fiscal agent, principal paying agent, calculation
agent, registrar and transfer agent (the Fiscal Agent), and The Bank
of New York Mellon, as a paying agent.
Section 1.
General.
Pages
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Pursuant to a Placement Agent Agreement dated as of July 10, 2009

(the Placement Agent Agreement) between the Company and Barclays
Bank PLC, the Company has authorized Barclays Bank PLC to act as
exclusive placement agent for the Company in connection with the
proposed offering, issue and sale privately of up to
U.S.$400,000,000 aggregate principal amount of the Companys Floating
Rate Notes due 2010 (including, where the context so permits, any
beneficial interest therein, the Notes). All Notes shall contain
the Terms and Conditions of the Notes (the Terms) substantially
as set forth in Exhibit A hereto, which Terms are hereby
incorporated herein. If the Terms contradict any provision
of this Agreement, the Terms shall govern.Each Note shall be dated
the date of its authentication. Capitalized terms used, but not
defined herein, shall have the respective meanings ascribed to
such terms in the Terms.
Section 2.
Appointment of Agents.
(a) The Company hereby appoints The Bank of New York Mellon,
acting through its office at 101 Barclay Street, Floor 4E,
New York, New York 10286, Attention: Global Finance Americas,
as the fiscal agent in respect of the Notes, upon the terms
and subject to the conditions set forth herein and in the Notes,
and The Bank of New York Mellon hereby accepts such appointment.
The Bank of New York Mellon, together with any successor or
successors as such fiscal agent qualified and appointed in
accordance with Section 9 hereof, is herein called the Fiscal Agent.
The Fiscal Agent shall have the powers and authority granted
to and conferred upon it herein and in the Notes, and such further
powers and authority to act on behalf of the Company as the Company
and the Fiscal Agent may hereafter mutually agree in writing.
(b) The Company hereby appoints The Bank of New York Mellon,
York, New York 10286, Attention: Global Finance Americas, as registrar,
upon the terms and subject to the conditions set forth herein
and in the Notes, and The Bank of New York Mellon hereby accepts such
appointment.The Bank of New York Mellon, together with any successor
or successors as such registrar qualified and appointed in accordance
with Section 9 hereof, is herein called the Registrar.
The Registrar shall have the powers and authority granted to and
conferred upon it herein and in the Notes, and such
further powers and authority to act on behalf of the
Company as the Company and the
Registrar may hereafter mutually agree in writing.
(c) The Company hereby appoints The Bank of New York Mellon,
York, New York 10286, Attention: Global Finance Americas, as principal
paying agent and calculation agent, upon the terms and subject to the
conditions set forth herein and in the Notes, and The Bank of New York
Mellon hereby accepts such appointment.The Bank of New York Mellon,
together with any successor or successors as such principal paying agent
or calculation agent qualified and appointed in accordance with Section 9
hereof, is herein called in its respective roles as the
Paying Agent and Calculation Agent. The Paying Agent and Calculation
Agent shall have the powers and authority granted to and conferred
upon it herein and in the Notes, and such further powers and
authority to act on behalf of the Company as the Company and
the Paying Agent and Calculation Agent may hereafter mutually
agree in writing.
(d) The Company hereby initially appoints The Bank of New York
Mellon, acting through its office at 1 Canada Square, 40th floor,
Canary Wharf, London E14 5AL, Attention: Corporate Trust Department,
as a paying agent, upon the terms and subject to the conditions herein
and in the Notes, and The Bank of New York Mellon hereby accepts
such appointment. The Company also hereby initially appoints
The Bank of New York Mellon, acting through its office at 101
Barclay Street, Floor 4E, New York, New York 10286,
Attention: Global Finance Americas, as transfer agent, upon the terms

and subject to the conditions herein and in the Notes, and
The Bank of New York Mellon hereby accepts such appointment.Each of
such paying agent and transfer agent shall have the powers and
authority granted to and conferred upon it herein and in the Notes,
and such further powers and authority to act on behalf
of the Company as the Company and such paying agent or transfer
agent, as the case may be, may hereafter mutually agree
in writing.
(e) Each of the Paying Agent, the Calculation Agent, the Fiscal
Agent, and the Registrar is sometimes herein referred to severally
as an Agent and, collectively, as the Agents. The transfer agents
and other paying agents appointed from time to time by the Company
as provided herein and in the Notes are referred to respectively as
paying agents and transfer agents.
Section 3.
Execution and Authentication.
(a) The Fiscal Agent is authorized, upon receipt of Notes

duly executed on behalf of the Company in accordance with Section
3(b) hereof, to manually authenticate Notes in an aggregate principal
amount at any one time outstanding not in excess of
U.S.$400,000,000 (except as otherwise provided in Section 5
of the Terms), and to deliver such Notes in accordance
with the written order or orders of the Company signed
on its behalf by an Authorized Signatory (as defined in Section
8(i) hereof). The Fiscal Agent shall at
all times act as the sole authenticating agent for the
authentication of Notes hereunder. Until a Note has
been authenticated as provided herein, it shall have no force and effect.
(b) The Notes shall be executed on behalf of the Company
by any director of the Company. The signature of any director
on the Notes may be manual or facsimile. Notes bearing the manual
or facsimile signature of any individual who was at any time
a proper director of the Company shall bind the Company, notwithstanding
that such individual has ceased to be a director prior
to the authentication and delivery of such Notes or was
not a director at the date of such Notes.
(c)
Each Note shall be dated the date of its authentication.
Section 4.
Forms of Notes; Book Entry.
(a) Regulation S Global Note; Unrestricted Global Note.

The Notes are to be sold in offshore transactions in
reliance on Regulation S (Regulation S) under the United
States Securities Act of 1933, as amended (the Securities Act),
and shall be issued in the form of a permanent global Note
(which may be subdivided) in definitive, fully registered
form without interest coupons, substantially in the form of Exhibit
B hereto, with such legends as may be applicable thereto,
which shall be deposited on behalf of the subscribers for the Notes
represented thereby with the Fiscal Agent, as custodian for The
Bank of New York Depository (Nominees) Limited, or
registered assigns, as the common depositary for Euroclear Bank
S.A./N.V. (Euroclear)
and for Clearstream Banking, societe anonyme (Clearstream)
with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become
such pursuant to the applicable provisions of this Agreement
(the Common Depositary), and which shall be duly
executed by the Company and authenticated by the
Fiscal Agent in the manner set forth in Section 3 hereof, for
credit on the date of issuance of the Notes (the Closing Date)
to such subscribers respective accounts
(or to such other account as they may direct)
at Euroclear and Clearstream.
On or prior to the 40th day after the later of the

commencement of the offering and the Closing Date
(the Restricted Period), beneficial interests in
such global note may be held only by the agent
members of Euroclear and Clearstream. Until such time as
the Restricted Period shall have expired, such global Note
shall be referred to herein as the Regulation S Global Note.
After such time as the Restricted Period shall have expired,
such global Note shall be referred to herein as the
Unrestricted Global Note. After such time as the Restricted
Period shall have expired, beneficial interests in the Unrestricted
Global Note may be held through organizations or persons
other than those that have accounts with Euroclear and Clearstream.
The aggregate principal amount of the Regulation S
Global Note and the Unrestricted Global Note may from time to
time be increased or decreased
by adjustments made on the records of the Fiscal Agent,
as custodian for the Common Depositary as hereinafter provided.
(b)
Offshore Book-Entry Provisions.
(i) This Section 4(b)(i) shall apply only to the Regulation S

Global Note or the Unrestricted Global Note (either such note,
including, where the context so permits, a beneficial interest
therein, being a Global Note) deposited on behalf of the
subscribers for the Notes represented thereby with the Fiscal
Agent as custodian for the Common Depositary for
credit to their respective accounts (or to such other accounts
as they may direct) at Euroclear and Clearstream
insofar as interests in such Global Note are held by the
agent members of Euroclear and Clearstream.
Account holders or participants in Euroclear and Clearstream
shall have no rights under this Agreement with
respect to such Global Note, and the Common Depositary may be
treated by the Company, any Agent, and any agent of either
the Company or any Agent as the owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, any Agent, or any agent
of either the Company or any Agent from giving
effect to any written certification, proxy or other
authorization furnished by Euroclear or Clearstream or
impair, as between Euroclear, Clearstream and their respective
agent members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.
(ii) Denominations. The Notes shall be issuable in the
denominations set forth in Section 4 of the Terms.
Section 5.
Registration of Transfer; Exchange.
(a) Generally.
(i) Subject to such reasonable regulations and procedures
as it may prescribe, the Company will keep books
for the exchange, registration and registration of
transfer of Notes (the Register) at the designated office
of the Registrar, acting as its agent for such purposes.
The Company shall have the right, on
reasonable notice, to inspect the Register or obtain
copies of the Register. Promptly after the issuance
of the Notes and thereafter promptly
after any change thereto, the Registrar will provide
the Company with a copy of the Register.
(ii) The Registrar shall not register the transfer
or exchange of Notes during any period referred
to in Section 5(e) of the Terms.
(iii) Transfer, registration and exchange of any Note
or Notes shall be permitted and executed as
provided in the Terms and this Section

and expenses will be borne as provided
subject to such reasonable regulations
the Registrar, and the transfer agents
5, and the costs

in the Terms,
and procedures as the Company,
may prescribe.
(iv) All Notes surrendered for registration of transfer or

exchange shall be delivered to the Registrar. The Registrar shall
register the cancellation of such Notes in the Register, mark
such Notes as canceled and return them promptly to the Company.
(v) No Note or any interest therein shall be transferable other
than by operation of law as a result of the death, divorce,
bankruptcy or incompetency of a holder of such Notes.
Any transfer in violation of these provisions shall
be void and of no effect.
(b) Global Notes. Notwithstanding any provision
to the contrary herein, so long as a Global
Note remains outstanding and is held by or on behalf
of Euroclear or Clearstream, transfers of a
Global Note, in whole or in part, shall only be made
in accordance with this Section 5(b).
(i) Transfers of Global Notes in Whole. Subject to clause
(ii) of this Section 5(b), transfers of a Global Note shall
be limited to transfers on behalf of all subscribers of such
Global Note in whole, but not in part, to nominees of Euroclear
and Clearstream or to a successor of Euroclear or
Clearstream or such successors nominee.
(ii) Other Transfers or Exchanges. In the event that a Global
Note is exchanged for certificated Notes in definitive
registered form without interest coupons
pursuant to Section 5(c) hereof, such
Notes may be exchanged or transferred for one another only
in accordance with the other provisions of this Agreement and
with procedures as are substantially consistent with customary
practice for exchanges and transfers of this type (including the
certification requirements intended to ensure that such exchanges
or transfers comply with Regulation S under the Securities Act
and any applicable laws of any state of the United States
of America or any other jurisdiction, as the case may be)
and as may be from time to time adopted by the
Company and the Fiscal Agent.
(c)
Definitive Notes.
(i) Conditions for Issuance. Interests in a Global Note

deposited with Euroclear or Clearstream pursuant to
Section 4(b) above shall be transferred to the beneficial
owners thereof in the form of definitive
Notes only if such transfer complies with this Section 5 and
(1) Euroclear or Clearstream notifies the Company that it is
unwilling or unable to continue as depositary for such
Global Note or (2) an Event of Default (as defined in Section
7 of the Terms) has occurred and is continuing with
respect to the Notes.
(ii) Issuance. If interests in any Global Note are to be
transferred to the beneficial owners thereof in the
form of definitive Notes pursuant to this Section 5(c),
such Global Note to be so transferred shall be
surrendered by Euroclear or Clearstream, as the case
may be, to the Registrar without charge, the Registrar shall
shall authenticate and deliver, upon such transfer of
interests in such Global Note, an equal aggregate principal
amount of definitive Notes of authorized denominations in
the form attached as Exhibit C hereto. The definitive Notes
transferred pursuant to this Section 5(c) shall be executed,
authenticated and delivered only in the denominations specified

in Section 4 of the Terms and registered in such names as
Euroclear or Clearstream, as the case may be, shall direct in writing.
The Company shall be liable for the costs and expenses
of printing or preparing any definitive Notes. Neither
the Registrar nor any transfer agent shall
register the exchange of interests in a Global Note
for definitive Notes for a period of 15 days preceding
the due date for any payment
of principal or interest on the Note.
(iii) Transfer. Subject to this Section 5, any definitive Note may
be transferred in whole or in part in the amount of any authorized
denomination (as defined in Section 4 of the Terms) by surrendering
at the office of the Registrar or at the office of any other transfer agent
that may be appointed by the Company such Note with the form of
transfer thereon duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and
the Registrar or any such transfer agent, as the case may be,
duly executed by the holder thereof or his attorney-in-fact duly
authorized in writing.
In exchange for any definitive Note properly presented for transfer,
the Registrar shall register such transfer in the Register and the Fiscal
Agent shall promptly authenticate and deliver or cause to be authenticated
and delivered at the office of the Registrar or at the office
of any transfer agent, as the case may be, to the transferee or send by mail
to such address as the transferee may request, at the risk
of such transferee, definitive Notes registered in the name of such transferee,
for the same aggregate principal amount as was transferred.
In the case of the transfer of any definitive Note
in part, the Fiscal Agent shall
also promptly authenticate and deliver or cause
to be authenticated and delivered at the office of the
Registrar or at the office of any transfer agent, as the case may be,
to the transferor or send by mail to such address as the
transferor may request, at the risk of such transferor, definitive
Notes registered in the name
of the transferor, for the aggregate principal amount
that was not transferred.
No transfer of any definitive Note shall be made
unless the request for such transfer is made by the registered
holder or by a duly authorized attorney-in-fact at the office
of the Registrar or at the office of any other transfer agent
that may be appointed by the Company.
(iv) Exchange. At the option of the holder on request confirmed
in writing and subject to applicable laws and regulations
and to the Terms,definitive Notes may be exchanged for Notes of
any authorized denomination (as defined in Section 4
of the Terms) and of equal aggregate principal amount,
upon surrender of the Notes to be exchanged at the office
of the Registrar or at the office of a transfer agent.
Whenever any Note is so surrendered for exchange, together
with a written request for exchange, the Registrar shall
shall promptly authenticate and deliver (directly or
through a transfer agent, as the case may be) Notes which
the holder making the exchange is entitled to receive
subject to the Terms.
Section 6.
Payments.
(a) In order to provide for the payment of principal and interest

(including Additional Amounts pursuant to, and as defined in,
Section 13 of the Terms) on the Notes as the same shall become due
and payable, the Company hereby agrees to pay to the Fiscal Agent,
by 10:00 a.m. New York time, on each Interest Payment Date
(as defined on the face of the Notes) or the maturity date of the
Notes or any date fixed for redemption of the
Notes (each, a Payment Date),
in such coin or currency of the United States of America as at the time

of payment shall be legal tender for the payment of public and private
debts, an amount in immediately available funds which
(together with any amounts then held by the Fiscal Agent and available
for that purpose) shall be sufficient to pay the entire amount
of principal or interest (including any Additional Amounts) becoming
due on such Payment Date with respect to the Notes. The Company shall
confirm by facsimile on the business day prior to the day payment
is due to be made to the Fiscal Agent that it has issued irrevocable
paying instructions for the transfer of therelevant sum
due to the account of the Fiscal Agent.
The Fiscal Agent shall make amounts received by it available
to the Paying Agent and the Paying Agent shall hold such funds
in trust and apply them to the payment of such principal
and interest (including any Additional Amounts)
on such Payment Date. No paying agent
shall be required to use its own funds in making any payment
on the Notes, except that the Paying Agent or its affiliates
may use their own funds as necessary to facilitate the
funding of timely payment of interest or principal.
If the Fiscal Agent pays any amounts to the holders of the
Notes or to any other Paying Agent (if any) at a time
when it has not received payment in full in respect of the
relevant Securities in accordance with this Section 6
(the excess of the amounts so paid over the amounts so
received being the Shortfall), the Company will,
in addition to paying amounts due under this Section 6,
pay to the Fiscal Agent on demand interest (at a rate which
represents the Fiscal Agents cost of funding the Shortfall)
on the Shortfall (or the unreimbursed portion thereof) until the
receipt in full by the Paying Agent of the
Shortfall. All sums payable to the Fiscal Agent hereunder
shall be paid to such account with such bank as the Fiscal Agent
may from time to time notify the Company not less than three business
days before any such sum is due and payable. Payments to holders
of Notes shall be made by the Paying Agent in accordance
with Section 9 of the Terms. As used in this Agreement,
business day means a day on which banks
are open for business and carrying out transactions
in United States dollars in The City of New York, London
and the city of the designated office of the Paying Agent.
(b) In any case where a Payment Date shall not be a business
day at any place of payment, then the relevant payment need not
be made on such date at such place but may be made on the next
succeeding day which is a business day at such place, with the
same force and effect as if made on the date for such payment,
and no additional interest in respect of such Payment Date shall
accrue for the period from and after such Payment Date.
(c) Any interest not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease
to be payable to the persons in whose name the Notes are
registered on the Regular
Record Date (as such term is defined in Section 9(a)
of the Terms) immediately preceding such Interest Payment
Date and shall be paid instead
to the persons in whose names the Notes are registered
at the close of business on a subsequent record date for
the payment of such defaulted
interest to be fixed by the Company by notice
to the holders not less than 15 calendar days prior to such
subsequent record date
or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Notes are listed
at the time of such payment.
Section 7.
Mutilation or Loss of Notes Record
of Replacement or Cancellation.
(a) The Company shall execute and deliver to the

Fiscal Agent Notes in such amounts and at such times as to
enable the Fiscal Agent to fulfill its responsibilities under this
Agreement and the Notes.
(b) The Fiscal Agent is hereby authorized, in accordance
with Section 5 of the Terms, to authenticate and
deliver or cause to be authenticated and delivered from time to
time Notes in exchange for or in lieu of Notes which have become
mutilated or defaced, or destroyed,lost or stolen. Each Note
authenticated and delivered in
exchange for or in lieu of any such Note shall carry
all the rights to interestaccrued and unpaid and to
accrue which were carried by such Note
before such mutilation or defacement, or destruction,
loss or theft.
(c) In the case of a mutilated, defaced, destroyed,
lost or stolen Note, indemnity satisfactory to the Fiscal
Agent and the Company will be required of the owner
of such Note before a replacement Note will be issued.
All expenses (including the reasonable legal fees and
expenses of the Company and the Fiscal Agent) associated
with obtaining such indemnity and in issuing the new Note
shall be borne by the owner of the mutilated, defaced,
destroyed, lost or stolen Note.
(d) In the case of the replacement of any of the Notes,
the Fiscal Agent and the Registrar, in the Register, will
keep a record of the Notes so replaced and the Notes issued
in replacement thereof. In the case of the cancellation of
any of the Notes (including upon repayment), the Fiscal Agent
and the Registrar, in the Register, will keep a record of the
Notes so canceled and the date on which such Notes were canceled.
Section 8.
Agents.
Each of the Agents accepts its obligations set forth herein

and in the Notes upon the terms and conditions hereof and
thereof, including the following, to all of which the
Company agrees and to all of which the rights of the holders
from time to time of the Notes shall be subject:
(a) Each of the Agents shall be entitled to the compensation
to be agreed upon with the Company in writing for all services
rendered by it, and the Company agrees promptly to pay such
compensation and to reimburse each of the Agents for reasonable
out-of-pocket expenses (including reasonable legal fees and
expenses) incurred by it in connection with the services rendered
by it hereunder, as and to the extent agreed upon with the Company
provided, however, that all notices,
invoices or other communications in connection with
the compensation of the Agents shall be sent by each
of the Agents to The Bank of New York Mellon,
and all payments of compensation by the Company
to any of such Agents shall be paid to The Bank
of New York Mellon.
The Company also agrees to indemnify each of the Agents
and each other paying agent and transfer agent for,
and to hold them harmless against, any loss, liability,
cost, claim, action, demand or expense (including the
costs and expenses of defending against any claim of liability)
incurred without gross negligence, bad faith,
willful misfeasance or reckless disregard of obligations
or duties on their part arising out of or in connection
with their acting as such Agent or a paying agent or
transfer agent hereunder, as the case may be, or performing any
other duties pursuant to the terms and
conditions hereof. The obligations of the Company under

this subsection (a) shall survive the payment of the Notes
and the resignation or removal of such Agent, paying agent
or transfer agent, as the case may be, and the
termination of this Agreement.
(b) In acting under this Agreement and in connection
with the Notes, each of the Agents and each other
paying agent and transfer agent is acting solely
as agent of the Company and does not assume any
obligation to, or relationship of agency or trust
for or with, any of the owners or holders of the
Notes except that all funds held by such Agent or any
paying agent for the payment of principal of or interest
(and any Additional Amounts) on the Notes shall be held
in trust by such Agent or such paying agent, as the case
may be, and applied as set forth herein and in the Notes
provided that any such moneys remaining unclaimed at the end
of two years after the date on which such principal, interest
or Additional Amounts shall have become
due and payable shall be repaid to the Company
(including all interest accrued, if any, with
respect to any such amounts), as provided
and in the manner set forth in Section 8(f) hereof,
whereupon the aforesaid trust shall terminate and
all liability of such Agent or any other paying agent with
respect to such moneys shall cease.
(c) Each of the Agents and each other paying agent and transfer
agent may consult with counsel of its selection, and any advice
or written opinion of such counsel shall be full and complete
authorization and protection, and no liability shall
be incurred by such Agent in respect of any action taken,
suffered or omitted to be taken by such Agent hereunder
in good faith and in reliance on such advice or opinion.
(d) Each of the Agents and each other paying agent and transfer
agent shall be protected and shall incur no liability for or
in respect of any action taken or omitted to be taken or thing
suffered by it in reliance upon any Note, notice, direction,
consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and
to have been presented or signed by the proper person or parties.
(e) Each of the Agents and each other paying agent and transfer
agent, and each of their officers, directors and employees,
in such persons individual capacity or any other capacity, may
become the owner of, or acquire any interest in, any Notes
or other obligations of the Company with the same rights that
it would have had if it were not such Agent or such other
paying agent or transfer agent or an officer, director
or employee thereof, as the case may be, and
may engage or be interested in any financial or other
transaction with the Company and may act on, or as
depositary, trustee or agent for, any
committee or body of holders of Notes or other obligations
of the Company, as freely as if it were not
such Agent or such other paying agent
or transfer agent or an officer, director or employee
thereof, as the case may be.
(f) All moneys paid by or on behalf of the Company
to the Paying Agent or any other paying agent for
the payment of the principal of or interest on any Note
which remain unclaimed at the end
of two years after such principal or interest shall have
become due and payable will be repaid to the Company
(including all interest accrued, if any, with respect
to any such amounts) upon written request, and the holder of such
Note will thereafter look only to the Company for
payment. Upon such repayment, all liability of the

Paying Agent and any other paying agent with respect
thereto shall cease, without,
however, limiting in any way the obligation
of the Company in respect of the amount so repaid.
(g) The recitals contained herein and in the Notes
(except in the certificate of authentication of a
duly authorized officer or a duly appointed signatory
of the Fiscal Agent) shall be
taken as the statements of the Company, and the Agents
assume no responsibility for the correctness of the same.
None of the Agents makes
any representation as to the validity or a sufficiency
of this Agreement or the Notes. None of the Agents or any
other paying agent
shall be accountable for the use or application
by the Company of the proceeds of any Notes authentcated
and delivered by or on behalf of the Fiscal
Agent in conformity with the provisions of this Agreement.
(h) The Agents and each other paying agent
and transfer agent shall be obligated to perform
such duties and only such duties as are herein and in the
Notes specifically set forth, and
no implied duties or obligations shall be read into
this Agreement or the Notes against the Agents or
any such other paying agent or transfer
agent. None of the Agents shall be under any obligation
to take any action hereunder which may tend
to involve it in any expense or liability.
(i) Except as otherwise specifically provided herein
or in the Notes, any order, certificate, notice,
request, direction or other communication from the Company,
made or given under any
provision of this Agreement, shall be sufficient if
signed by an authorized signatory of the Company
(an Authorized Signatory). From time to time,
the Company will furnish the Agents with a certificate as to
the incumbency and specimen signatures of persons who are
then Authorized
Signatories. Until the Agents receive a subsequent certificate
from the Company, the Agents shall be entitled to rely on the
last such certificate delivered to them for purposes of
determining the Authorized Signatories.
(j) None of the Agents shall have any duty or responsibility in
case of any default by the Company in the performance of its obligations
(including, without limiting the generality of the foregoing, any duty or
responsibility to accelerate all or any of the Notes
or to initiate or to attempt
to initiate any proceedings at law or otherwise or to make any demand for the
payment thereof upon the Company).
(k) The Agents may act and rely and shall be protected in
acting and relying in good faith on the opinion or advice of or
information obtained from any Counsel, accountant, appraiser
or other expert or adviser, whether retained or employed by the
Company or by the Agents, in relation to any matter arising out
of or relating to this Agreement, the Notes or the transactions
contemplated hereby.
(l) Anything in this Agreement to the contrary notwithstanding,
in no event shall the Agents be liable under or in connection with this
Agreement for indirect, special, incidental, punitive or consequential losses
or damages of any kind whatsoever, including but not limited to lost
profits, whether or not foreseeable, even if the Agents have been advised
of the possibility thereof and regardless of the form of action in which
such damages are sought.
(m) In no event shall any of the Agents be responsible

or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes
or acts of god, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware)
services it being understood that the Agents shall use
reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as
soon as practicable under the circumstances.
Section 9.
Maintenance of Agents.
(a) The Company agrees that, so long as any of the Notes

is outstanding, or until moneys for the payment of all
principal of and interest (and any Additional Amounts) on all
outstanding Notes shall have been made available at the
offices of the Paying Agent or, as to moneys remaining
unclaimed, shall have been returned to the Company as
provided in Sections 8(b) and 8(f) hereof, whichever occurs
earlier, there shall at all times be a fiscal agent in respect of
the Notes, agents for the payment of the principal of and
interest (and any Additional Amounts) on the Notes and a
registrar for transfer and exchange of Notes in accordance
with Section 9 of the Terms. The Company agrees to keep the
Agents advised of the names and locations of all paying and
transfer agents provided that, until the Company shall otherwise
notify the Agents in writing, such paying and transfer agents
shall consist only of those set forth in Section 9 of the Terms.
The Paying Agent shall arrange with all such paying and transfer
agents for the payment, from funds furnished by the Company,
to the Paying Agent pursuant to this Agreement of the principal
of and interest (and any Additional Amounts) on the Notes and of
the compensation of such paying and transfer agents for
their services as such.
(b) Each of the Agents may at any time resign by
giving written notice of its resignation to the Company
specifying the date on which its resignation shall become
effective, subject to the conditions set forth below provided
that such date shall be at least 30 days after the receipt of
such notice by the Company unless the Company agrees to
accept shorter notice. Upon receiving such notice of resignation,
the Company shall promptly appoint a successor to such Agent
by written instrument in duplicate signed on behalf of the Company,
one copy of which shall be delivered to the resigning Agent and
one copy to the successor Agent. Notwithstanding the date of
effectiveness specified in such written notice of resignation,
each resignation shall become effective only upon the
acceptance of appointment by the successor to such Agent as
provided in Section 9(d) hereof. The Company may, at any
time and for any reason upon at least 30 days written notice
to that effect (provided that no such notice shall expire less than
15 days before or 15 days after any Interest Payment Date and
no such notice shall be required if any Insolvency Event occurs
in respect of an Agent) remove any Agent and appoint a
successor Agent by written instrument in duplicate signed on
behalf of the Company, one copy of which shall be delivered
to the Agent being removed and one copy to the successor Agent.
Notwithstanding the date of effectiveness specified in such
written notice of removal, each removal of an Agent and any
appointment of a successor Agent shall become effective only
upon acceptance of appointment by the successor to such
Agent as provided in Section 9(d) hereof. Upon resignation or
removal, such Agent shall be entitled to the payment by the
Company of its compensation for the services rendered hereunder
and to the reimbursement of all reasonable out-of-pocket expenses
(including reasonable legal fees and expenses) incurred in

connection with the services rendered by it hereunder, as and to
the extent agreed upon with the Company provided, however,
that all notices, invoices or other communications in connection
with the compensation of the Agents shall be sent by each of
the Agents to The Bank of New York Mellon, and all payments
of compensation by the Company to any of such Agents shall
be paid to The Bank of New York Mellon.
(c) In case at any time any of the Agents shall resign,
or shall be removed, or shall become incapable of acting, or an
Insolvency Event occurs in respect of any Agent, a successor to
such Agent shall be appointed by the Company by an instrument
in writing. Upon the appointment as aforesaid of a successor to
such Agent and acceptance by it of such appointment, the Agent
so superseded shall cease to be such Agent hereunder. If, after
90 days, no successor to such Agent shall have been so appointed,
or if so appointed, shall not have accepted appointment as
hereinafter provided, any holder of a Note, on behalf of itself and
all others similarly situated, or such Agent may, at the expense of
the Company, petition any court of competent jurisdiction for the
appointment of a successor to such Agent.
(d) Any successor Fiscal Agent hereunder shall be a bank
or trust company organized and doing business under the laws of the
United States of America or of the State of New York, in good standing
and having and acting through an established place of business in
the Borough of Manhattan, The City of New York, authorized under such
laws to exercise corporate trust powers and having a combined capital
and surplus in excess of U.S.$50,000,000. Any successor Agent
appointed hereunder shall execute and deliver to its predecessor and
to the Company an instrument accepting such appointment hereunder,
and thereupon such successor Agent, without any further act shall
become vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as
such Agent hereunder, and such predecessor, upon payment of its
compensation and reasonable out of pocket expenses then unpaid,
shall pay over to such successor Agent all moneys or other property
at the time held by it hereunder.
(e) Any corporation or bank into which any Agent may be
merged or converted, or with which any Agent may be consolidated,
or any corporation or bank resulting from any merger, conversion or
consolidation to which the Agent shall be a party, or any corporation
or bank to which such Agent shall sell or otherwise transfer all or
substantially all of its assets and business, or any corporation or bank
succeeding to the corporate trust business of such Agent shall be the
successor to such Agent hereunder, without the execution or filing of
any document or any further act on the part of the parties hereto.
(f) At least 10 days prior to the first date of payment on the Notes,
if at such time any payment on such Notes shall be subject to deduction
or withholding for or on account of any tax, assessment or other
governmental charge, and at least 10 days prior to each date, if any, of
payment thereafter if there has been any change with respect to such
matters, the Company will furnish the Fiscal Agent and each other paying
agent with a certificate of an Authorized Signatory of the Company instructing
the Fiscal Agent and each other paying agent whether such payment on
such Notes shall be made without deduction or withholding for or on
account of any tax, assessment or other governmental charge. In the
absence of any such certificate the Fiscal Agent may assume that no
such deduction or withholding shall be required. If any such deduction or
withholding shall be required, then such certificate shall specify, by
country, the amount, if any, required to be withheld on such payment to
holders of such Notes and the Company will (i) withhold or deduct such
payment as required by applicable law and (ii) pay or cause to be paid
to the Fiscal Agent (or, if applicable, directly to a paying agent or agents)
additional amounts, if any, required by the terms of such Notes to be
paid such that the net amounts receivable by the holders of the Notes
after such withholding or reduction shall equal the payment which would
have been receivable in respect of the Notes in the absence of such

withholding or reduction. The Company agrees to indemnify the Fiscal
Agent and each other paying agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without gross
negligence, bad faith, willful misfeasance or reckless disregard of
obligations or duties on their part arising out of or in connection with
actions taken or omitted by them in reliance on any certificate furnished
pursuant to this Section 9(f).
Section 10.
Amendments Without the Consent of Holders.
The Company and the Fiscal Agent may, upon agreement between
themselves, without the vote or consent of any holder of Notes,
modify, amend, amend and restate or supplement this Agreement
or the Notes for the purpose of (i) adding to the covenants of the
Company for the benefit of the holders of Notes, (ii) surrendering
any rights or power conferred upon the Company in a manner which
shall not adversely affect the interest of any holder of Notes in any
material respect, (iii) securing the Notes pursuant to the requirements
of the Notes or otherwise, (iv) correcting any defective provision
contained in this Agreement or in the Notes in a manner which shall not
respect or (v) otherwise amending this Agreement or the Notes in a
manner which shall not adversely affect the interest of any holder of
Notes in any material respect. The Company will notify each holder of
Notes of any such change in accordance with Section 15 of the Terms
and as soon as reasonably practicable will make any such modified,
amended or supplemented documents available to them for review.
Prior to executing any amendment under this Section 10 or pursuant to
Section 8 of the Terms, the Fiscal Agent, upon request, shall be entitled
to receive, and (subject to Section 8 of this Agreement), shall be fully
protected in relying on an opinion of counsel to the Company stating that
such amendment is permitted under this Agreement. The Fiscal Agent
may, but shall not be obligated to, execute any amendment if such
amendment adversely affects the Fiscal Agents rights, duties or immunities.
Section 11.
Amendments With the Consent of Holders.
(a) The Company and the Fiscal Agent may modify, amend
or supplement the terms of the Notes or this Agreement for any purpose
not set out in Section 10 only with the consent of the holders of Notes
as provided in Section 8 of the Terms.
(b) Upon the request of the Company and at the Companys
expense, the Fiscal Agent shall request from Euroclear and Clearstream
a position listing of participants that have an interest in the Regulation
S Global Note or the Unrestricted Global Note (as the case may be).
(c) Outstanding Defined. For purposes of the provisions
hereof and the Notes, any Note authenticated and delivered pursuant
to this Agreement shall, as of any date of determination, be deemed to
be Outstanding, except:
(i) Notes theretofore canceled by the Registrar or delivered
to the Fiscal Agent, any paying agent or any transfer agent for cancellation
or held by the Fiscal Agent for reissuance but not reissued by the
Fiscal Agent or
(ii) Notes in lieu of or in substitution for which other Notes
shall have been authenticated and delivered pursuant hereto provided
that in determining whether the holders of the requisite aggregate
principal amount of Outstanding Notes are present at a meeting of holders
of Notes for quorum purposes or have consented to or voted in favor of
any request, demand, authorization, direction, notice, consent, waiver,
amendment, modification or supplement hereunder, Notes owned by or
on behalf of the Company shall be disregarded and deemed not to be
Outstanding, except that in determining whether the Fiscal Agent shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver, amendment, modification or
supplement, only Notes that a responsible officer of the Fiscal Agent
knows to be so owned shall be so disregarded.

(d) In agreeing to any modification, amendment or supplement to this
Agreement or the Notes, the Fiscal Agent shall be entitled to receive,
and shall be fully protected in relying upon, a certificate of an official
of the Company stating that such amendment is authorized or
permitted by this Agreement.
Section 12.
Certain Taxes.
In the event that any stamp, transfer, other documentary or

similar taxes or duties may be imposed by any governmental
authority in connection with the execution or delivery of this
Agreement or the original issuance of the Notes or the
enforcement of any provisions hereof or thereof, the Company
will pay to the appropriate party such amounts as may be
necessary to compensate such party for such taxes or duties.
Notwithstanding the foregoing, nothing contained herein shall
be deemed to require the Company to pay any such taxes
with respect to transfers or exchanges of the Notes.
Section 13.
Notices and Written Instructions
All notices hereunder shall be in English and shall be sent by

facsimile transmission (in such case confirmed by prepaid airmail)
or certified or registered mail, postage prepaid, addressed
to the following entities hereto as follows:
Address
Company ................................
Suite 900
Facsimile: (702) 791-6452
Attention: Chief Executive Officer

Fiscal Agent, Paying Agent,
Registrar and Transfer 101 Barclay Street, Floor 4E
Agent......................................
New York, New York 10286
Telephone: (212) 815-5576
Facsimile: (212) 815-5305
Attn: Global Finance Americas
Paying Agent..........................
1 Canada Square, 48th Floor
Canary Wharf, London E14 5AL
England
Telephone: 011-44 207-964-7031
Facsimile: 011-44-207-964-2536
Attn: Corporate Trust Department
or at any other address of which any of the foregoing shall have

notified the others in writing. Any such notice shall be effective
on receipt. The Fiscal Agent shall deliver a copy of any notice
received on behalf of the Company in connection with this
Agreement or the Notes (excluding notices given regarding the
transfer or exchange of Notes) to the Company in accordance
with the terms of this Section 13.
The Company may provide written instructions to the Fiscal
Agent via (i) computer facsimile, email, the Internet or other
insecure electronic method (Internet Communication), or (ii)
secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys (along with Internet
Communications Written Instructions). If the Fiscal Agent
receives Written Instructions which appear on their face to have
been transmitted by a person whose name is contained on a
list of persons authorized to act on behalf of the Company that
is maintained by the Fiscal Agent (Authorized Pesons) the
Company understands and agrees that the Fiscal Agent cannot

determine the identity of the actual sender of such Written
Instructions and that the Fiscal Agent shall conclusively presume
that such Written Instructions have been sent by an Authorized
Person, provided however, that the Fiscal Agent first confirms by
telephonic communication with an Authorized Person that any
Internet Communication has been sent by the Authorized Person
purporting to send the Internet Communication. The Company
shall be responsible for ensuring that only Authorized Persons
transmit such Written Instructions to Fiscal Agent and that all
Authorized Persons treat applicable user and authorization codes,
passwords and/or authentication keys with extreme care.
The Company acknowledges and agrees that it is fully informed
of the protections and risks associated with the various methods
of transmitting Written Instructions to the Fiscal Agent and that
there may be more secure methods of transmitting written
instructions than the method(s) selected by the Company.
Company agrees that the security procedures (if any) to be
followed in connection with its transmission of written instructions
provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances. If Company
elects (with Fiscal Agents prior consent) to transmit written
instructions through an on-line communications service owned
or operated by a third party, Company agrees that Fiscal Agent
shall not be responsible or liable for the reliability or availability
of any such service.
Section 14.
Governing Law Jurisdiction.
(a) This Agreement shall be governed by, and interpreted

in accordance with, the laws of the State of New York.
(b) To the fullest extent it may effectively do so, the
Company hereby (i) irrevocably submits to the non-exclusive
jurisdiction of any New York State or federal court sitting in The
City of New York, and any appellate court from any thereof, in
any suit, action or proceeding arising out of or relating to this
Agreement (a Related Proceeding) and (ii) irrevocably agrees
that all claims in respect of any Related Proceeding may be heard
and determined in such New York State or federal court.
The Company hereby irrevocably waives, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to
the maintenance of any Related Proceeding and any objection
to any Related Proceeding whether on the grounds of venue,
residence or domicile. The Company hereby agrees, to the
fullest extent it may effectively do so, that a final judgment in
any Related Proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or any other manner
provided by law.
(c) The Company hereby appoints Corporation Services
Company (the Process Agent), with an office on the date hereof at
1133 Avenue of the Americas, Suite 3100, New York, New York 10036,
as its agent to receive on behalf of the Company and its property
service of copies of the summons and complaint and any other
process which may be served in any Related Proceeding in such
New York State or federal court sitting in The City of New York.
The Company hereby agrees that such service may be made by U.S.
registered mail, to the fullest extent permitted by law, or by delivering
by hand a copy of such process to the Company in care of the
Agent (and the Company hereby agrees that such service will be
effective upon delivery by hand of such process to the office of the
Process Agent or 10 days after mailing, to the fullest extent permitted
by law), and the Company hereby authorizes and directs the Process
Agent to accept on its behalf such service. The Company hereby
agrees that failure of the Process Agent to give notice to the Company,
or failure of the Company to receive notice of such service of process,
shall not affect in any way the validity of such service on the Process
Agent or the Company. The Company hereby irrevocably consents,
to the fullest extent permitted by law, to the service of any and all
process in any Related Proceeding in a New York State or federal
court sitting in The City of New York by sending by U.S. registered
mail copies of such process to the Company at 3800 Howard Hughes
Parkway, Suite 900, Las Vegas, Nevada 89169-0925, Attn: Joseph R.
York (and the Company hereby agrees that such service will be
effective 10 days after the mailing thereof). The Company hereby
act as such. In addition, the Company hereby agrees that none
of its agreements described in this or the preceding paragraph shall
affect the right of any party to serve legal process in any other manner
permitted by law.
Section 15.
Counterparts.
This Agreement may be executed in one or more counterparts, each

of which will be deemed to be an original, but all such counterparts
will together constitute one and the same instrument.
Section 16.
Waiver of Jury Trial.
Each of the company and the agents hereby irrevocably waives,

to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating
to this agreement, the notes or the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be , duly executed as of the day and year first above written.
By:______________________________________
Name:
Title:
Executed in:
THE BANK OF NEW YORK MELLON, as Fiscal Agent, Principal Paying
Agent, Calculation Agent, Transfer Agent and Registrar
By:______________________________________
Name:
Title:
THE BANK OF NEW YORK MELLON, as a Paying Agent
By:______________________________________
Name:
Title:
Executed in:
EXHIBIT A
1.
General.
(a) This Note is one of a duly authorized issue of Floating Rates

due 2010 (the Notes) of the Company, issued pursuant to a Fiscal
Agency Agreement, dated as of August 12, 2009 (the Fiscal
Agency Agreement), among the Company, The Bank of New York
Mellon, as fiscal agent, principal paying agent, calculation agent,
registrar and transfer agent, and The Bank of New York Mellon,
as a paying agent. Capitalized terms used but not defined herein
shall have the meanings given to them in the Fiscal Agency Agreement.
(b) The holders of the Notes shall be entitled to the benefits of,
be bound by, and be deemed to have notice of, all the provisions
of the Fiscal Agency Agreement. Copies of the Fiscal Agency
Agreement are on file and may be inspected at the corporate
trust office of the Fiscal Agent in The City of New York and at
the offices of the paying agents appointed from time to time
pursuant to the Fiscal Agency Agreement. If the terms of the Fiscal

Agency Agreement contradict the terms of the Notes, the terms of the
Notes shall govern.
2.
Principal, Interest and Maturity.
(a) The Notes shall be limited to the aggregate principal amount

of U.S. $400,000,000 (except as otherwise provided under
Section 5 below).
(b) In the event any Interest Payment Date is not a Business
Day, the Interest Payment Date shall be postponed to the
following Business Day. However, if the postponement would
cause the day to fall in the next calendar month, the Interest
Payment Date will instead be brought forward to the immediately
preceding Business Day. The amount of interest payable on
the Notes shall be computed on the basis of a 360-day year and
the actual number of days elapsed. A Business Day shall mean
any day other than a Saturday or Sunday or other day on which
banking institutions in the city of New York are authorized or
required by law or executive order to remain closed, or a day on
which dealings in deposits in U.S. dollars are not transacted in
the London interbank market.
(c) The interest rate applicable during each quarterly Interest Period
shall be equal to the U.S. dollar three-month LIBOR on the LIBOR
Determination Date for such Interest Period plus 2.00% per annum.
Interest Period means any period from (and including) an Interest
Payment Date (or, in the case of the initial Interest Period, the date
of issuance of the Notes) to (but excluding) the next succeeding
Interest Payment Date (or if earlier, the Maturity Date). LIBOR
means, with respect to any Interest Period, the rate (expressed as
a percentage per annum) for deposits in U.S. dollars having the
relevant maturity commencing on the first day of that Interest Period
that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m.
(London time) on the LIBOR Determination Date for that Interest
Period. If such rate does not appear on the Reuters Screen LIBOR01
Page, LIBOR will be determined on the basis of the rates at which
deposits in U.S. dollars for the relevant maturity commencing on
the first day of that Interest Period and in an aggregate principal
amount of not less than $1,000,000 are offered to prime banks in
the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent (after consultation
with the Company), at approximately 11:00 a.m., London time on
the LIBOR Determination Date for that Interest Period. The Calculation
Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR with respect to that Interest Period will be the
arithmetic mean (rounded upward if necessary to the nearest whole
multiple of 0.00001%) of such quotations. If fewer than two
quotations are provided, LIBOR with respect to that Interest Period
will be the arithmetic mean (rounded upward if necessary to the
nearest whole multiple of 0.00001%) of the rates quoted by three
major banks in New York City selected by the Calculation Agent
(after consultation with the Company), at approximately 11:00 a.m.,
New York City time, on the first day of that Interest Period for
loans in U.S. dollars to leading European banks for the relevant
maturity commencing on the first day of that Interest Period and
in an aggregate principal amount of not less than $1,000,000.
However, if fewer than three banks selected by the Calculation
Agent to provide quotations are quoting as described above,
LIBOR for that Interest Period will be the same as LIBOR as
determined for the previous Interest Period. The establishment
of LIBOR for each Interest Period by the Calculation Agent shall
(in the absence of manifest error) be final and binding. For the
purposes of this definition, Calculation Agent means The Bank
of New York Mellon, acting as calculation agent LIBOR Determination
Date means the second London Business Day immediately
preceding the first day of the relevant Interest Period a London
Business day is any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market Reuters

Screen LIBOR01 Page means the display designated on the Reuters
Screen LIBOR01 Page (or such other page as may replace the
Reuters Screen LIBOR01 Page on the service or such other service
as may be nominated by the British Bankers Association for the
purpose of displaying London interbank offered rates for U.S. Dollar deposits).
(d) The Notes will mature and will be repaid at 100% of their principal
amount (unless previously redeemed) plus accrued and unpaid
interest through the date thereof, on August 12, 2010
(the Maturity Date).
3.
Status of the Notes.
The Notes shall constitute general, direct, unconditional and

unsecured indebtedness of the Company and shall rank pari
passu without any preference among themselves, with all other
present and future unsecured and unsubordinated obligations
of the Company.
4.
Form, Denomination and Title.
The Notes are issuable in fully registered form, without coupons,

in denominations of U.S.$100,000 or any integral multiple of
U.S.$100,000 in excess thereof (an authorized denomination).
The Notes, and transfer thereof, shall be registered as
provided in Section 5 below and in the Fiscal Agency Agreement.
A person in whose name a Note shall be registered in the Register
may (to the fullest extent permitted by law) be treated at all times,
by all persons and for all purposes as the absolute owner of such
Note regardless of any notice of ownership, theft or loss or of any
writing thereon.
5.
Replacement, Exchange and Transfer.
(a) If any Note shall become mutilated or defaced or be destroyed,

lost or stolen, the Fiscal Agent shall authenticate and deliver a new
Note on such terms as the Company and the Fiscal Agent may require,
in exchange and substitution for the mutilated or defaced Note or,
in lieu of and in substitution for the destroyed, lost or stolen Note.
In every case of mutilation, defacement, destruction, loss or theft, the
applicant for a substitute Note shall furnish the Company and the
Fiscal Agent with such indemnity as the Company and the Fiscal Agent
may require and evidence to their satisfaction of the destruction, loss
or theft of such Note and of the ownership thereof. In every case of
mutilation or defacement of a Note, the holder shall surrender to the
Fiscal Agent the Note so mutilated or defaced. In addition, prior to the
issuance of any substitute Note, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Fiscal Agent) connected therewith. If any
Note, which has matured or been redeemed, or which will mature within
15 calendar days or for which notice of redemption has been given,
shall become mutilated or defaced or be apparently destroyed, lost
or stolen, the Company may pay or authorize payment of the same
without issuing a substitute Note.
(b) Upon the terms and subject to the conditions set forth in the
Fiscal Agency Agreement and subject to Section 5(e) below, a
Note or Notes may be exchanged for a Note or Notes of equal
aggregate principal amount in the same or different authorized
denominations as may be requested by the holder by surrender
of such Note or Notes at the office of the Registrar, or at the office
of any transfer agent, together with a written request for the exchange.
(c) No Note or any interest therein shall be transferable other than
by operation of law as a result of the death, divorce, bankruptcy
or incompetency of a holder of such Notes and any transfer in
violation of these provisions shall be void and of no effect.
Subject to the foregoing sentence and Section 5(e) below, upon
the terms and subject to the conditions set forth in the Fiscal Agency
Agreement, a Note may be transferred in whole or in part in an
authorized denomination by the surrender of the Note for registration
of transfer at the office of the Registrar or at the office of any
transfer agent, duly endorsed by, or accompanied by a written
instrument of transfer in lieu of endorsement in form satisfactory
to the Company and the Registrar or such transfer agent, as the
case may be, duly executed by the holder or holders thereof or its
attorney-in-fact or attorneys-in-fact duly authorized in writing.
(d) The costs and expenses of effecting any exchange or registration
of transfer pursuant to the foregoing provisions, except for the
expenses of delivery by other than regular mail (if any) and except,
if the Company shall so require, the payment of a sum sufficient
to cover any tax or other governmental charge or insurance charges
that may be imposed in relation thereto, will be borne by the Company.
(e) Any transfer or exchange shall be registered by the Registrar
in the Register. Notwithstanding the foregoing, the Registrar or the
Fiscal Agent, as the case may be, shall not register the transfer
or exchange of Notes for a period of 15 calendar days preceding
the due date for any payment of principal of or interest on the Notes.
6.
Certain Covenants of the Company.
So long as any Note remains outstanding, the Company agrees as follows:

(a) To elect to be treated, and to maintain its status, as a regulated
investment company for US federal income tax purposes;
(b) To maintain its registration with the U.S. Securities and Exchange
Commission (the Commission) as a closed-end management
investment company (as defined under the Investment Company
Act of 1940, as amended (the Investment Company Act)) and to
observe its obligations and duties as a registered investment
company under the Investment Company Act
(c)
To comply with Applicable Law
(d) To not voluntarily incur any indebtedness or liabilities other than

the following (the indebtedness and liabilities described in clauses
(i) through (v), collectively, the Permitted Liabilities):
(i) indebtedness and liabilities pursuant to the Notes or the related
Fiscal Agency Agreement
(ii) indebtedness and liabilities pursuant to any investment advisory
agreement, administration agreement, custodial agreement, transfer
agent agreement, placement agent agreement or otherwise incurred
in connection with the conduct of the Companys business, including
the management of assets in accordance with the Portfolio Guidelines
(iii) indebtedness and liabilities for expenses of formation and all
other expenses and obligations incident to the operation or
management of the Company
(iv) indebtedness and liabilities in respect of Company Taxes of the
Company not yet due and payable or Company Taxes of the
Company due and payable that the Company is contesting in good faith and
(v) indebtedness and liabilities in respect of borrowed money provided
that at no time will the outstanding principal amount of indebtedness
or liabilities of the Company in respect of borrowed money (including
in respect of the Notes) exceed 20% of the Net Asset Value at such
time (it being understood for purposes of this covenant that customary
settlement obligations in respect of financial transactions shall not
be considered indebtedness or liabilities in respect of borrowed money).
(e) To do all things necessary to preserve and keep in full force and
effect its existence, rights and franchises, including, at all times:
(i)
having a board of directors
(ii) filing its own Company Tax returns and paying any Company
Taxes so required to be paid under Applicable Law
(iii)
observing Delaware limited liability company formalities
(iv) maintaining adequate capital in light of its contemplated business

purpose, transactions and liabilities
and
(v) causing its officers, agents and other representatives to act at all
times with respect to the Company consistently and in furtherance of
the foregoing and in the best interests of the Company
(f) To not amend the Portfolio Guidelines without the consent of the
persons entitled to vote a majority in aggregate principal amount of
the Notes then Outstanding
(g) To make no investments other than investments permitted under the
Portfolio Guidelines
(h) To make all necessary filings with and submissions to the Commission
and as otherwise required by Applicable Law
(i) To not create, assume, suffer to exist, or take any action which would
result in the creation of any Lien on any of the Companys assets
other than Liens for Company Taxes not yet due or payable or being
contested in good faith and Liens customarily created or arising in
connection with transactions permitted under the Portfolio Guidelines
(j) To maintain a Net Asset Value at any time of not less than four
billion dollars (U.S.$4,000,000,000) and
(k) To notify each registered holder of Notes, Barclays Wealth and
Barclays Capital (both being divisions of Barclays Bank PLC) of any
Event of Default.
Affiliate means, with respect to any Person, any other Person
that controls, is controlled by, or is under common control with,
such Person, and any officer, director, general partner, member
or trustee of, or any Person serving in a similar capacity with
respect to, such Person. For purposes of this definition and Section
7(d), control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities,
through the right or power to appoint a majority of the board of
directors of such Person, by contract or otherwise, and controlled
by and under common control have corresponding meanings.
For the avoidance of doubt, an entity that is a disregarded entity
for US federal income tax purposes shall be treated as an
Affiliate of the Person that is treated as the owner of such entity
for US federal income tax purposes and of all such Persons other
Affiliates.
Applicable Law means any law, rule, regulation or official code,
consent decree, constitution, decree, directive, enactment, guideline,
injunction, interpretation, judgment, order, ordinance, policy statement,
proclamation, promulgation, requirement, rule of law, settlement
agreement, statute or writ of any governmental authority, whether
domestic or foreign, to which the Person in question is subject or
by which it or any of its property is bound.
Company Taxes means all US federal, state or local taxes and all
non-US taxes and other assessments of a similar nature, in each
case, imposed upon or assessed against the Company, including
income, profits, gains, gross receipts, windfall profits, value added,
severance, property, production, sales, use, duty, stamp duty,
license, excise, franchise, employment, withholding or similar taxes,

together with any interest, additions or penalties with respect thereto
and any interest in respect of such additions or penalties and
Company Tax, when used as a noun, means any one or more Company
Taxes and, when used as an adjective, means of or pertaining to
Company Taxes.
Lien means any mortgage, lien, encumbrance, security interest,
covenant, condition, restriction (including restrictions on voting
rights or rights of disposition), claim, charge, option, right of first
refusal, right of use and any other matter affecting title (including
any assignment or conditional assignment or any charge upon
property purchased under conditional sales or other
title retention agreements).
Net Asset Value means, at any time, an amount equal to the
gross assets minus the aggregate amount of liabilities calculated
in accordance with generally accepted accounting principles in the
United States.
Portfolio Guidelines means the Investment Objective and Policies
of the Company as described in Item 8.2 (excluding the section
captioned Fundamental Investment Restrictions) and Item 17 of
the Companys Registration Statement on Form N-2 filed on
May 30, 2008 with the Commission as such Registration Statement
may be amended from time to time or as described in the
Companys annual or semi-annual reports to shareholders of the
Company subsequent to that date provided that any amendment
to the Portfolio Guidelines shall be subject to the consent of the
persons entitled to vote a majority in aggregate principal amount
of the Notes then Outstanding pursuant to clause (f) of this Section 6.
7.
Events of Default.
If any of the following events (each, an Event of Default)

shall have occurred and be continuing:
(a) Default in any payment of principal on any of the Notes
and the continuance of such default for a period of 7 calendar days
(b) Default in any payment of interest on any of the Notes and the
continuance of such default for a period of 14 calendar days
(c) Default in the performance of any other material obligation
under the Notes and the continuance of such default for a period
of 30 calendar days after an officer of the Company becomes
aware, or in the exercise of reasonable diligence would have
become aware, of the default
(d) an Insolvency Event with respect to the Company or any
company directly or indirectly controlling the Company or
(e) any step is taken by the Company with a view to a moratorium
or suspension of payments in relation to the Notes
then in any such event the holders of at least 25% in aggregate
principal amount of the Notes then Outstanding (as defined in Section
11(c) of the Fiscal Agency Agreement), so long as such Event of
Default is continuing, may by written demand given to the Company
(with a copy to the Fiscal Agent) declare the principal of and any accrued
interest on all Notes then Outstanding to be, and such principal
and any interest shall thereupon become, immediately due and payable,
unless prior to receipt of such demand by the Company all such
defaults shall have been cured provided, however, that upon the
occurrence of an Event of Default of the type described in clause
(d) above relating to the Company, the principal of and any accrued
interest on the Notes shall become immediately due and payable,
without such declaration or notice to the Company. If any Event of
Default described in clauses (a) through (c) or (e) above shall give
rise to a declaration which shall be effective, such Event of Default
shall cease to continue following such declaration and no other
Event of Default shall then be continuing, then such declaration may
be rescinded and annulled by the affirmative vote of the holders
of the Notes in accordance with the procedures set forth in Section 8 below.
Insolvency Event means, with respect to any Person, that such
Person (a) is dissolved (other than pursuant to a solvent consolidation,
amalgamation, restructuring, reorganization or merger) (b) becomes
insolvent or is unable to pay its debts or fails or admits in writing its
inability generally to pay its debts as they become due (c) makes a
general assignment, arrangement or composition with or for the
benefit of its creditors (d) (i) institutes or has instituted against it, by
a regulator, supervisor or any similar official with primary insolvency,
rehabilitative or regulatory jurisdiction over it in the jurisdiction of its
incorporation or organization or the jurisdiction of its head or home
office, a proceeding seeking a judgment of insolvency or bankruptcy
or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors rights, or a petition is presented for its
winding-up or liquidation by it or such regulator, supervisor or similar
official or (ii) has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors
rights, or a petition is presented for its winding-up or liquidation, and
such proceeding or petition is instituted or presented by a person or
entity not described in clause (i) above and either (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30
calendar days of the institution or presentation thereof (e) has a
resolution passed for its winding-up, official management or liquidation
(other than pursuant to a solvent consolidation, amalgamation,
restructuring, reorganization or merger) (f) seeks or becomes subject to
the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or
substantially all its assets (g) has a secured party take possession
of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or
sued on or against all or substantially all its assets and such secured
party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within 30 calendar days
thereafter (h) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect to
any of the events specified in subsections (a) through (g) of this definition
(inclusive) other than, for the avoidance of doubt, any such event that
occurs pursuant to a solvent consolidation, amalgamation, restructuring,
reorganization or merger or (i) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts and
Person means any individual, trustee, receiver, conservator, custodian,
corporation, limited liability company, partnership (whether general
or limited), association, company, joint-stock company, trust, business
trust, estate, joint venture, governmental authority, or any other
entity, in its own or any representative capacity.
8.
Modifications, Amendments and Waivers.
(a) A meeting of holders of Notes may be called at any time

and from time to time to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by the Fiscal Agency Agreement or the
Notes to be made, given or taken by holders of Notes or to
modify, amend or supplement the terms of the Notes or the
Fiscal Agency Agreement as hereinafter provided. The Company
may at any time call a meeting of holders of Notes for any such
purpose to be held at such time and at such place as the
Company shall determine. Notice of every such meeting, setting
forth the time and the place of such meeting and in reasonable
detail the action proposed to be taken at such meeting, shall be
given as provided in Section 15 below, not less than 30 nor more
than 60 calendar days prior to the date fixed for the meeting.
In case, at any time, the Company or the holders of at least 10%

in aggregate principal amount of the Outstanding (as defined in
Section 11(c) of the Fiscal Agency Agreement) Notes shall, after
the occurrence and during the continuance of any Event of Default
or any event that with notice or lapse of time or both could constitute
an Event of Default under the Notes, have requested the Fiscal
Agent to call a meeting of the holders of Notes for any such purpose,
by written request setting forth the time and place of, and in
reasonable detail the action proposed to be taken at, the meeting,
the Fiscal Agent shall call such meeting for such purposes by
giving notice, as provided in Section 15 below, of such time and
place of, and in reasonable detail the action proposed to be taken
at, such meeting. Holders of Notes may attend such meeting in
person or by telephone.
(b) To be entitled to vote at any meeting of holders of Notes, a
person shall be a holder of Outstanding Notes or a person
duly appointed by an instrument in writing as proxy for such holder.
The persons entitled to vote a majority in aggregate principal
amount of the Outstanding Notes shall constitute a quorum.
In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request
of the holders, be dissolved. In any other case, the meeting may
be adjourned for a period of not less than 10 calendar days as
determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 calendar days as determined by the
chairman of the meeting prior to the adjournment of such adjourned
meeting. Notice of the reconvening of any adjourned meeting shall
be given in the same manner as provided in Section 8(a) above.
Notice of the reconvening of any adjourned meeting shall state
expressly that, at the reconvening of any meeting adjourned for
lack of a quorum, the persons entitled to vote 25% in aggregate
principal amount of the Outstanding Notes shall constitute a quorum
for the taking of any action set forth in the notice of the original
meeting. Any meeting of holders of Notes at which a quorum is
present may be adjourned from time to time by a vote of a
represented at the meeting, and the meeting may be held as so
adjourned without further notice. At a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as
aforesaid, any resolution and all matters shall be effectively
passed or decided by the persons entitled to vote not less than a
represented and voting.
(c) With (i) the affirmative vote, in person or by proxy thereunto
duly authorized in writing, of the holders of not less than a
represented at a meeting duly called and held as specified above,
or (ii) the written consent of the holders of a majority in aggregate
principal amount of the Outstanding Notes, the holders may
rescind the declaration of an Event of Default in accordance with
Section 7 or the Company and the Fiscal Agent may, upon agreement
between themselves, modify, amend or supplement the terms
of the Notes or, insofar as affects the Notes, the Fiscal Agency
Agreement, in any way, and such holders may make, take or give
any request, demand, authorization, direction, notice, consent,
waiver or other action provided by the Fiscal Agency Agreement or
the Notes to be made, given or taken by holders of the Notes
provided, however, that no such action may, without the consent
or affirmative vote of the holder of each Note affected thereby: (A)
change the due date for the payment of the principal of, or any
installment of interest on, any Note, (B) reduce the aggregate principal
amount of any Note, or the portion of such aggregate principal
amount which is payable upon acceleration of the maturity of such
Note, or the interest rate thereon, (C) change the currency in which
any payment in respect of any Note is payable, (D) change the
manner in which the amount of interest is calculated on any Note,
(E) reduce the proportion of the aggregate principal amount of the

Notes the vote or consent of the holders of which is necessary to
modify, amend or supplement the Fiscal Agency Agreement or the
terms and conditions of the Notes or to make, take or give any
request, demand, authorization, direction, notice, consent, waiver
or other action provided hereby or thereby to be made, taken or
given, or (F) change the obligation of the Company to pay Additional
Amounts (as defined in Section 13 hereof). Any such modification,
amendment or supplement shall be binding on the holders of Notes.
(d) The appointment of any proxy shall be proved by having
the signature of the person executing the proxy witnessed or
guaranteed by any bank, banker, trust company or recognized
security dealer reasonably satisfactory to the Company.
The holding of a Note shall be proved by the Register maintained
by the Agents in accordance with the Fiscal Agency Agreement
or by a certificate or certificates of the Registrar.
(e) The Company shall appoint a temporary chairman of the meeting.
A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of persons entitled to vote a majority in
aggregate principal amount of the Outstanding Notes represented
at the meeting. At any meeting, each holder of Notes or proxy
shall be entitled to one vote for each U.S.$100,000 aggregate
principal amount of the Notes as to which it is a holder or proxy
provided that no vote shall be cast or counted at any meeting
in respect of any Note challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote except
as a holder of Outstanding Notes or proxy.
(f) The vote upon any resolution submitted to any meeting of
holders of Notes shall be by written ballot on which shall be
subscribed the signatures of the holders or proxies and on which
shall be inscribed an identifying number or numbers or to which
shall be attached a list of identifying numbers of the Notes
entitled to be voted by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting.
A record in triplicate of the proceedings of each meeting of holders
shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was published
and mailed as provided above. The record shall be signed and verified
by the permanent chairman and secretary of the meeting and one shall
be delivered to each of the Company and the Fiscal Agent, the latter
to have attached thereto the ballots voted at the meeting and to be
preserved by the Fiscal Agent. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.
(g) Notwithstanding the foregoing, the Company and the Fiscal
Agent may, upon agreement between themselves, without the vote
or consent of any holder of Notes, modify, amend or supplement
the Fiscal Agency Agreement or the Notes for the purpose of (i)
adding to the covenants of the Company for the benefit of the
holders of Notes, (ii) surrendering any rights or power conferred
upon the Company in a manner which shall not adversely affect
the interest of any holder of Notes in any material respect, (iii)
securing the Notes pursuant to the requirements of the Notes or
otherwise, (iv) correcting any defective provision contained in
the Fiscal Agency Agreement or in the Notes in a manner which
shall not adversely affect the interest of any holder of Notes in
any material respect or (v) otherwise amending the Fiscal
Agency Agreement or the Notes in a manner which shall not
respect. The Fiscal Agent will notify each holder of Notes of any
such change and as soon as reasonably practicable will make

any such modified, amended or supplemented documents available
to them for review.
9.
Payments and Agents.
(a) The principal of the Notes and interest due thereon at maturity
will be payable in immediately available funds against surrender
of such Notes at the office of the Paying Agent in The City of New
York or, subject to applicable laws and regulations and unless an
application is made as described below, at the office of any paying
agent by United States dollar check drawn on, or by transfer to a
United States dollar account maintained by the holder with, a bank
located in The City of New York. Unless an application is made as
described below, payment of interest on a Note will be made to the
person in whose name such Note is registered at the close of business
on the Regular Record Date (as defined below) immediately preceding
the related Interest Payment Date (as defined on the face of the Notes).
Regular Record Date means, with respect to any Interest Payment Date,
the fifteenth day prior to such Interest Payment Date (whether or not a
Business Day). Upon application of any holder to a paying agent not
later than the relevant Regular Record Date, payment of such principal
of or interest on any Note will be made by wire transfer to a United States
dollar account maintained by such holder.
(b) All moneys paid by or on behalf of the Company to the Paying Agent
or any other paying agent for the payments of the principal of or
interest on any Note which remain unclaimed at the end of two years
after such principal or interest shall have become due and payable
will be repaid to the Company (including all interest accrued, if any,
with respect to any such amounts) upon written request, and the holder
of such Note will thereafter look only to the Company for payment.
Upon such repayment, all liability of the Paying Agent and any other
paying agent with respect thereto shall cease, without, however,
limiting in any way the obligation of the Company in respect of the
amount so repaid, subject to the provisions of Section 14 below.
(c) The Company agrees that so long as any Note remains outstanding,
it will maintain a paying agent in London for payments on Notes and a
paying agent and registrar having a specified office in The City of New
York. The Company initially appoints, subject to the terms and conditions
in the Fiscal Agency Agreement, The Bank of New York Mellon, as
registrar, principal paying agent and transfer agent for the Notes and
The Bank of New York Mellon, as a paying agent for the Notes. Subject
to the foregoing, the Company shall have the right at any time to
terminate any such appointment and to appoint any other agents
in such other places as it may deem appropriate upon notice in
accordance with Section 15 below and in accordance with the terms
and conditions set forth in the Fiscal Agency Agreement.
(d) Payments in respect of the Notes shall be made in such currency
of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.
(e) In acting under the Fiscal Agency Agreement and in connection
with the Notes, each of the Agents and each other paying agent
and transfer agent is acting solely as agent of the Company and
does not assume any obligation toward or relationship of agency
or trust for or with the owner or holder of any Note, except that any
funds held by any such agent for payment of principal of or interest
on the Notes shall be held in trust by it and applied as set forth
herein and in the Fiscal Agency Agreement. The obligations of
each of the Agents to the owners or holders of Notes are subject
to the immunities and rights as set forth in the Fiscal Agency Agreement.
10.
Optional Redemption, Purchase and Cancellation.
The Company may, at its option and subject to the terms and
conditions of the Fiscal Agency Agreement, redeem the Notes in
whole but not in part at any time upon 30 calendar days advance
written notice to the holders thereof at a price equal to the sum of

(i) 100% of the aggregate principal amount of the Notes, (ii) accrued
and unpaid interest thereon through the date of redemption and
(iii) if the date of redemption is not an Interest Payment Date, the
Intra-Period Broken Funding Amount. The Company or any of its
Affiliates may at any time purchase the Notes at any price in the
open market, if any, or otherwise. The Notes so purchased by the
Company may, at the Companys discretion, be held, resold or
surrendered to the Fiscal Agent for cancellation. The Intra-Period
Broken Funding Amount shall mean with respect to any redemption
an amount (which, for the avoidance of doubt, may be a positive or
negative number) equal to the product of (A) the aggregate
principal amount to be redeemed and (B) X minus Y where:
X equals the fraction (1 + OL x n1)
Y equals 1 + OL x (n1
(1 + NL x n2)
n2)
n1 equals the number of days in the current Interest Period

divided by 360
n2 equals the number of days remaining in the current Interest Period
as of the date of redemption divided by 360
OL equals LIBOR as in effect for the current Interest Period and
NL equals LIBOR for the period from (and including) the date of
prepayment to (but excluding) the next Interest Payment Date
(or if earlier, the Maturity Date).
11.
Partial Ratable Redemption.
If the Company does not have the funds legally available for the
redemption of, or is otherwise unable to redeem all the Notes to
be redeemed on any redemption date, the Company will redeem
on such redemption date that number of Notes for which it has
legally available funds ratably on the basis of the redemption price
set out in Section 10. The remainder of the Notes will be redeemed
on the earliest practicable date on which the Company will have
funds legally available for the redemption of, or is otherwise able
to redeem, such Notes upon written notice of redemption.
If fewer than all Notes held by any holder are to be redeemed, the
notice of redemption mailed to such holder will specify the number
of Notes to be redeemed from such holder, which may be expressed
as a percentage of Notes held on the applicable record date.
12.
Asset Coverage.
Immediately after the issuance of the Notes, or any other class

of senior security representing an indebtedness, or any other
indebtedness or liability in respect of borrowed money, the
Company must have an asset coverage (as defined in Section
18(h) of the Investment Company Act, an Asset Coverage) of at
least 300% with respect to all outstanding indebtedness. To the
extent that the Company does not have such an Asset Coverage
at the time of the declaration of any dividend or distribution upon
any class of capital stock of the Company (after deducting the amount
of such dividend or distribution), or at the time of purchase of any
such capital stock, the Company shall not declare any dividend
(except a dividend payable in capital stock of the Company), or
declare any other distribution, upon any class of capital stock of
the Company or purchase any such capital stock. If, on the last
Business Day of each of twelve consecutive calendar months, the
Company does not have an Asset Coverage of at least 100% with
respect to all outstanding indebtedness, the holders of the Notes,
voting as a class, shall be entitled to elect at least a majority of
the members of the board of directors of the Company. Such
voting right shall continue until the Asset Coverage with respect
to all outstanding indebtedness is at least 110% or more on the last
Business Day of each of three consecutive calendar months.
13.
Additional Amounts.
(a) All payments by the Company in respect of the Notes shall

be made free and clear of, and without deduction or withholding
for or on account of any present or future taxes, duties, assessments,
or other governmental charges of whatever nature imposed or
levied by the authorities of any jurisdiction (Withholding Taxes),
unless the Company is compelled by law to deduct or withhold
such taxes, duties, assessments, or governmental charges. In such
event, the Company shall make such deduction or withholding,
make payment of the amount so deducted or withheld to the appropriate
governmental authority and forthwith pay such additional amounts
(Additional Amounts) as may be necessary to ensure that the net
amounts receivable by the holders of the Notes after such deduction
or withholding shall equal the payment which would have been
receivable in respect of the Notes in the absence of such deduction
or withholding. The Company shall cause to be delivered, or, in the
case of notes held by an institution that is holding the Notes on
behalf of a beneficial owner, to use its best efforts to cause the institution
to deliver, to the Paying Agent all forms necessary to ensure that a
minimal rate of withholding applies to all payments by the Company
in respect of the Notes to the holders or beneficial holders of the Notes,
such as an IRS Form W-8IMY and any attached IRS Form W-8BEN,
or a statement of withholding or allocation, as necessary.
Notwithstanding the foregoing, no such Additional Amounts shall be payable:
(i) if such Withholding Taxes would not have been imposed but
for (A) a present or former connection between the jurisdiction
imposing the tax or any political subdivision or taxing authority
thereof or therein and the holder or beneficial holder of the relevant
Note including, without limitation, a connection arising from such
holder or beneficial holder having been a citizen, domiciliary, or
resident of such jurisdiction or such political subdivision or taxing
authority, being organized in such jurisdiction or such political
subdivision or taxing authority, or having had a permanent
establishment, branch or other fixed place of business therein
(but excluding a connection arising solely from such holder or
beneficial holder having executed, delivered, performed its
obligations or received payment under the Fiscal Agency Agreement
or this Note), or (B) the failure of the holder or beneficial holder
of the relevant Note to comply with any reasonable certification,
identification or other reporting requirement (or such certifications,
identifications or reporting proving to be false or incorrect) concerning
the nationality, residence, identity or connection with such jurisdiction,
or any political subdivision or taxing authority thereof or therein, of
such holder or beneficial holder, if compliance is required by such
jurisdiction, or any political subdivision or taxing authority thereof or
therein, as a precondition to exemption from such deduction or withholding or
(ii) in respect of any Withholding Taxes imposed by any jurisdiction,
if such Withholding Taxes were imposed by reason of the failure
of the holder or beneficial holder to present such holders Note for
payment (where such presentation is required) within 30 calendar
days after the date on which such payment thereof became due
and payable or is duly provided for and notice thereof is given to
the holder, whichever occurs later.
(b) Whenever there is mentioned, in any context, the payment
of the principal of or interest on, or any amounts in respect of,
a Note, such mention shall be deemed to include mention of
the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in
respect thereof, and express mention of the payment of
Additional Amounts (if applicable) shall not be construed as
excluding Additional Amounts where such express mention is
not made.
(c) Notwithstanding Section 13(a)(i) and (ii) above, Additional
Amounts shall be payable in the event Withholding Taxes
are imposed by any jurisdiction (other than the United States

or any political subdivision or taxing authority thereof) if
such Withholding Taxes would not have been imposed in
the absence of any connection between the Company or the
Paying Agent and such jurisdiction.
14.
Prescription.
All claims against the Company for payment of principal of

or interest (including Additional Amounts) on or in respect
of the Notes shall be prescribed unless made within five
years from the date on which the relevant payment first
became due.
15.
Notices.
Notices will be mailed to holders of Notes at their registered

addresses in the Register and shall be deemed to have been
given on the date of such mailing. All notices of meetings of
holders of Notes under Section 8 above shall specify the time
and place of, and in reasonable detail the action proposed
to be taken at, such meeting.
Where applicable, notices will also be mailed to
Barclays Wealth at One Churchill Place, London E14 5HP,
United Kingdom, Attention: Head of Balance Sheet, Managing
Portfolio Management Unit, fax: +44 20 7773 1868, and will
be deemed to have been given upon receipt.
16.
Governing Law and Jurisdiction.
(a) Upon issuance of the Notes, performance and enforcement

of obligations evidenced thereby shall be governed by, and
interpreted in accordance with, the laws of the State of New York.
(b) To the fullest extent it may effectively do so, the Company
hereby (i) irrevocably submits to the non-exclusive jurisdiction
of any New York State or federal court sitting in The City of New
York in any suit, action or proceeding arising out of or relating to
the Notes (a Related Proceeding) and (ii) the Company hereby
irrevocably agrees that all claims in respect of any Related Proceeding
may be heard and determined in such New York State or federal
court. The Company hereby irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the
maintenance of any Related Proceeding and any objection to any
Related Proceeding whether on the grounds of venue, residence
or domicile. The Company hereby agrees, to the full extent it may
effectively do so, that a final judgment in any Related Proceeding
shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
(c) The Company hereby appoints and agrees to maintain
Corporation Services Company as the person for the time being
and from time to time acting as, or discharging the function
of, agent for service of process, with an office on the date
hereof at 1133 Avenue of the Americas, Suite 3100, New York,
New York 10036, as its agent to receive on behalf of the
Company and its property service of copies of the summons
and complaint and any other process which may be served in
any Related Proceeding in such New York State or federal court
sitting in The City of New York (the Process Agent). The Company
hereby agrees that such service may be made by U.S. registered
mail, to the fullest extent permitted by law, or by delivering by
hand a copy of such process to the Company in care of the
Agent (and the Company hereby agrees that such service will
be effective 10 calendar days after the mailing, to the fullest extent
permitted by law, or delivery by hand of such process to the

office of the Process Agent), and the Company hereby authorizes
and directs the Process Agent to accept on its behalf such service.
The Company hereby agrees that failure of the Process Agent
to give notice to the Company, or failure of the Company to receive
notice, of such service of process shall not affect in any way the
validity of such service on the Process Agent or the Company.
The Company hereby also irrevocably consents, to the fullest extent
permitted by law, to the service of any and all process in any
Related Proceeding in a New York State or federal court sitting in
The City of New York by sending by U.S. registered mail copies of
such process to the Company at 3800 Howard Hughes Parkway,
Suite 900, Las Vegas, Nevada 89169-0925, Attn: Joseph R. York
(and the Company hereby agrees that such service will be effective
10 calendar days after mailing thereof). The Company hereby
act as such. In addition, the Company hereby agrees that none of
its agreements described in this or the preceding paragraph shall
affect the right of any party to serve legal process in any other
manner permitted by law.
17.
Definitions.
As used in this Note, each of the following terms shall have the
meaning set forth in the section of this Note set forth opposite
such term in the table below, unless the context otherwise requires:
Additional Amounts .........................
Section
Affiliate ...........................................
Applicable Law ............................... Section
Asset Coverage.................................
authorized denomination ..................
Section
Business Day ....................................
Calculation Agent............................. Section
Company ..........................................
Commission .....................................
Company Taxes ...............................
Section
Event of Default ...............................
Fiscal Agency Agreement ................
Section
Insolvency Event ..............................
Interest Payment Date ......................
Face of
Interest Period...................................
Intra-Period Broken
Funding Amount...............................
Section 10
Investment Company Act.................
Section
LIBOR ..............................................
LIBOR Determination Date ............. Section 2(c)
Lien...................................................
London Business Day.......................
Section
Maturity Date ...................................
Net Asset Value................................
Notes ................................................
Permitted Liabilities ........................ Section
Person ...............................................
Portfolio Guidelines ......................... Section
Regular Record Date ........................
Section
Related Proceeding...........................
Section
Reuters Screen LIBOR01 Page ........
Section 2(c)
Securities Act ...................................
Withholding Taxes ...........................
Section
EXHIBIT B
FORM OF GLOBAL NOTE
13
Section
6
Section
4
Section
2(c)
Face of
Section
6
Section
1(a)
Section
Note
Section
6
12
2(b)
Note
6(b)
7
7
2(c)
6(b)
Section 2(c)
Section 6
2(c)
Section
Section
Section
6(d)
Section
6
9(a)
16(b)
2(d)
6
1(a)
7
Face of Note
13

NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.
PERSON IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER SUCH LAWS. THIS SECURITY SHALL
NOT BE TRANSFERABLE OTHER THAN BY OPERATION OF LAW
AS A RESULT OF THE DEATH, DIVORCE, BANKRUPTCY OR
INCOMPETENCY OF A HOLDER.
[No. R__]
U.S.$_____________*
[No. S__]
ISIN No. [___________________]
above U.S.$100,000.
GLOBAL NOTE
___ Notes due 20[ ]
provided for. The interest rate applicable during each quarterly Interest
Period (as such term is defined in Section 2(c) of the Terms and
Conditions of the Notes attached hereto) shall be equal to the U.S. dollar
three-month LIBOR on the LIBOR Determination Date for such Interest
Period plus ______% per annum.
The interest payable on any such Interest Payment Date will, subject
to certain conditions set forth in the Terms and Conditions of the Notes
attached hereto, be paid to the person in whose name this Note is
registered at the close of business on the Regular Record Date
(as such term is defined in Section 9(a) of the Terms and Conditions
of the Notes attached hereto) preceding such Interest Payment Date.
shall for all purposes have the same effect as though fully set forth at
this place.
The statements set forth in the legend, if any, above are an integral
part of the terms of this Note and by acceptance hereof each holder
of this Note agrees to be subject to and bound by the terms and
provisions set forth in such legend.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been
manually signed by a duly authorized signatory of the Fiscal Agent
under the Fiscal Agency Agreement referred to in the Terms and
Conditions of the Notes attached hereto.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.

Dated:
By______________________________________
Name:
Title:
By______________________________________
Name:
Title:
EXHIBIT C
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER
SUCH LAWS. THIS SECURITY SHALL NOT BE TRANSFERABLE
OTHER THAN BY OPERATION OF LAW AS A RESULT OF THE DEATH,
DIVORCE, BANKRUPTCY OR INCOMPETENCY OF A HOLDER.
No. R-
U.S.$_____________*
ISIN No. [___________________]

above U.S.$100,000.
___ Notes due 20[ ]
provided for. The interest rate applicable during each quarterly
Interest Period (as such term is defined in Section 2(c) of the Terms
and Conditions of the Notes attached hereto) shall be equal to the
U.S. dollar three-month LIBOR on the LIBOR Determination Date for
such Interest Period plus ______% per annum.
The interest payable on any such Interest Payment Date will, subject to
certain conditions set forth in the Terms and Conditions of the Notes
attached hereto, be paid to the person in whose name
this Note is registered
at the close of business on the Regular Record Date (as such term is
defined in Section 9(a) of the Terms and Conditions of the Notes attached
hereto) preceding such Interest Payment Date.

shall for all purposes have the same effect as though fully set forth
at this place.
The statements set forth in the legend, if any, above are an integral part
of the terms of this Note and by acceptance hereof each holder of this
Note agrees to be subject to and bound by the terms and provisions
set forth in such legend.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually
signed by a duly authorized signatory of the Fiscal Agent under the
Fiscal Agency Agreement referred to in the Terms and Conditions
of the Notes attached hereto.
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
Dated:
By______________________________________
Name:
Title:
By_____________________________________
Name:
Title:

This NSAR-B Filing
Date
Other Filings
5/30/08 POS AMI

7/10/09
8/12/09
11/30/09
8/12/10
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By:
Name:
Title:
Date:
/s/ Joseph R. York

Joseph R. York
July 22, 2009
This N-PX Filing
Date
Other Filings

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By:
Name:
Title:
Date:
/s/ Joseph R. York

Joseph R. York
August 29, 2008

This N-PX/A Filing
Date
Other Filings
For The Period Ended 6/30/08 N-PX

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SIGNATURES
Signature page for the filing of the annual report of the proxy voting record of registered management investment company (Form N-PX).
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
By:
Name:
Title:
Date:
/s/ Joseph R. York

Joseph R. York
August 28, 2008
By:
Name:
Title:
Date:
/s/ Simon D. Collier

Simon D. Collier
August 28, 2008

This N-PX Filing
Date
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Thirty Eight Hundred Fund LLC Formerlly Jerboa Funding THE FUND - Wells Fargo & Co - WFC HOLDINGS CORP

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Thirty Eight Hundred Fund LLC Formerlly Jerboa Funding THE FUND - Wells Fargo & Co - WFC HOLDINGS CORP

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Item 6.

Name and address of each investment adviser of registrant.

Wells Capital Management Inc.

Wells Fargo & Co/MN 10-K For 12/31/06 EX-21

3/01/07 Wells Fargo & Co/MN

Annual Report Form 10-K

EX-21 Subsidiaries of the Registrant

EX-21 Subsidiaries of the Registrant

Berks Mortgage Services, LLC

Bitterroot Asset Management, Inc.

Jerboa Funding, LLC

Precedent Mortgage, LLC

Real Estate Financial

Dates Referenced Herein and Documents Incorporated By Reference

For The Period 12/31/ 13F-HR

Thirty Eight Hundred Fund LLC N-CSR For 11/30/09

Certified Annual Shareholder Report of a

Thirty Eight Hundred Fund LLC

FUNDS PORTFOLIO MANAGERS COMPENSATION

Fargo and other Wells Fargo-

Thirty Eight Hundred Fund LLC

Page: 1 2 3 All Bottom

Line 5,540: Wells Fargo Mortgage-Backed Securities Trust ...

Miscellaneous Exhibit -- HTML

The Thirty-Eight Hundred Fund, LLC

Item 1. Proxy Voting Record.

/s/ Joseph R. York

/s/ Simon D. Collier

Thirty Eight Hundred Fund LLC

Page: 1 2 3 All Bottom

EX-99.77Q1 OTHR EXHB 1st Page of 41

Form of Investment Management

Form of Placement Agent Agreement

Form of Custody Agreement -- HTML

Form of Pfo Services Agreement

Form of Fiscal Agency Agreement

Form of Indemnity Agreement

Consent of Kpmg Llp -- HTML

Thirty Eight Hundred Fund LLC

Page: 1 2 3 All Bottom

Form of Investment Management

Form of Placement Agent Agreement

Form of Custody Agreement -- HTML

Form of Pfo Services Agreement

Form of Fiscal Agency Agreement

Form of Indemnity Agreement

Consent of Kpmg Llp -- HTML

EX-99.R.4 1st Page of 13

Find Words in Filings - Thirty Eight Hundred

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Thirty Eight Hundred Fund LLC N-8A On 12/28/07

8/28/08 Thirty Eight Hundred Fund LLC

Filed On 12/28/07 3:40pm ET SEC File 811-22158 Accession Number 899140-7-2003

Notice of Registration Form N-8A

Document Table of Contents

Alternative Formats (RTF, XML, et al.)

Classification of registrant (face-amount certificate

Exact Name of Registrant

Form of organization of registrant (for example,

If registrant is an investment company having a board of

If registrant is an unincorporated investment company not

If registrant is management company:

Name and address of each investment adviser of registrant