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    DFR Middle Mrket CLO - Notice of Assignment of Management Agreement

    RELATED QUOTES

    SymbolPriceChange
    HX6.F3.0360.36
    NWT.DU25.6657.19
    066670.KQ3,380.00-25.00

    Corporate Trust Services

    9062 Old Annapolis Road

    Columbia, MD 21045-1951

    MAC: N2702-011


    NOTICE OF Assignment of management agreement

    DFR Middle Market CLO, LTD.

    To: Noteholders

    Moody's Investors Service, Inc.

    Standard ∓ Poor's, a division of The McGraw-Hill Companies, Inc.

    Those parties listed on Schedule A

    Wells Fargo Bank, National Association ("Wells Fargo (Dusseldorf: NWT.DU - news) "), serves as trustee (the "Trustee") pursuant to that certain Indenture dated as of July 17, 2007 (as amended, modified and supplemented from time to time, the "Indenture"), by and among DFR Middle Market CLO Ltd. as Issuer (the "Issuer"), DFR Middle Market CLO Corp. as Co-Issuer (the "Co-Issuer") and Wells Fargo as Trustee. Reference is hereby made to the Management Agreement dated as of July 17, 2007 (the "Management Agreement") between the Issuer and Deerfield Capital Management LLC ("Deerfield" or the "Assignor"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Indenture.

    The Trustee has been notified (i) of the completion of and effective date of the assignment of the rights and obligations of the Assignor under the Management Agreement (the "Assignment") to DWM Management LLC ("DWM Management" or the "Assignee") and (ii) that the Assignment was effective as of February 7, 2012.

    DWM Management's contact information is as follows:

    DWM Management LLC

    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 23rd Floor

    New York (Frankfurt: A0DKRK - news) , NY 10105

    Attn: Jill Chanes

    You may direct questions to the attention of Maire Farrell by telephone at (410) 884-6439, by e-mail at maire.farrell@wellsfargo.com, by facsimile at (866) 373-0261, or by mail addressed to Wells Fargo Bank, National Association, Collateralized Debt Obligations, Attn.: Maire Farrell, MAC N2702-011, 9062 Old Annapolis, Columbia, MD 21045-1951. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes generally.

    Dated: February 14, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee



    Schedule A

    Holders of Notes*: 23326YAC8, 23326YAE4, 23326YAG9, 23326YAJ3, 23326UAC6

    Issuer:

    DFR Middle Market CLO Ltd.

    c/o Maples Finance Limited

    P.O. Box 1093GT

    Boundary Hall, Cricket Square

    George Town, Grand Cayman

    Cayman Islands

    Attention: The Directors


    Co-Issuer:

    DFR Middle Market CLO Corp.

    c/o Puglisi ∓ Associates

    850 Library Avenue, Suite 204

    Newark, Delaware 19711

    Attn: Donald Puglisi, Esq.

    Rating Agencies

    Moody's Investor Services, Inc.

    7 World Trade Center (Frankfurt: A0J3M4 - news)

    250 Greenwich Street

    New York, New York 10007

    Attn: CBO/CLO Monitoring

    E-mail: cdomonitoring@moodys.com

    Standard ∓ Poor's

    55 Water Street, 41st Floor

    New York, New York 10041-0003

    Attention: Structured Finance Ratings CBO/CLO Surveillance

    CDO Surveillance@standardandpoors.com

    Subordinated Note Paying and Transfer Agent:

    Wells Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: CDO Trust Services- DFR Middle Market CLO Ltd.

    Deerfield:

    Deerfield Capital Management LLC

    One O'Hare Centre

    6250 North River Road, 12th Floor

    Rosemont, Illinois 60018

    Attention: DFR Middle Market CLO Ltd.

    DWM Management:

    DWM Management LLC

    c/o Fortress Investment Group LLC

    1345 Avenue of the Americas, 23rd Floor

    New York, NY 10105

    Attn: Jill Chanes

    Irish Stock Exchange:

    Company Announcement Office

    The Irish Stock Exchange Limited

    28 Anglesea Street

    Dublin 2, Ireland (Xetra: A0Q8L3 - news)

    Attn: James Ferguson

    E-mail (in Microsoft Word format): announcements@ise.ie

    Irish Listing Agent and Irish Paying Agent:

    Grant Thornton LLP

    24-26 City Quay

    Dublin 2, Ireland

    DTC (KOSDAQ: 066670.KQ - news) :

    lensnotices@dtcc.com

    voluntaryreorgannouncements@dtcc.com

    This announcement has been issued through the Companies Announcement Service of

    The Irish Stock Exchange.



    * The Trustee shall not be responsible for the use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders of Notes.

    ENDISELLFSSFDISLIF
     

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