ASSIGNMENT OF INVESTMENT MANAGEMENT AGREEMENT
Exhibit (g)(2)
WHEREAS, an assignment of the Investment Management Agreement (the “Investment Management
Agreement”), dated as of June 27, 2005, between Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. (the
“Fund”) and Xxxxx Xxxxxxxx Capital Advisors, L.P., from Xxxxx Xxxxxxxx Capital Advisors, L.P., as
assignor, to KA Fund Advisors, LLC, as assignee, does not constitute an assignment within the
meaning of the Investment Company Act of 1940, as amended (the “Act”), because it does not result
from a change of actual control or management of the investment advisor to the Fund and therefore,
pursuant to Rule 2a-6 of the Act, does not constitute an assignment for purposes of Section
15(a)(4) of the Act.
WHEREAS, the Board of Directors, including those directors who are not “interested persons” within
the meaning of the Act, has unanimously approved this assignment.
NOW THEREFORE, Xxxxx Xxxxxxxx Capital Advisors, L.P. hereby assigns to KA Fund Advisors, LLC, as of
the date below, all rights, benefits and obligations arising to it under the Investment Management
Agreement.
IN WITNESS WHEREOF, the undersigned has executed this assignment, by a person duly authorized,
effective as of the 31st day of December, 2006.
| XXXXX XXXXXXXX CAPITAL ADVISORS, L.P. |
||||
| /s/ Xxxxx X. Xxxxxxxxxx | ||||
| Name: | Xxxxx X. Xxxxxxxxxx | |||
| Title: | Managing Director | |||
ACCEPTANCE OF ASSIGNMENT
KA Fund Advisors, LLC hereby accepts the foregoing assignment and agrees to be bound by all of the
terms and conditions of the Investment Management Agreement.
IN WITNESS WHEREOF, the undersigned has executed this acceptance, by a person duly authorized,
effective as of the 31st day of December, 2006.
| KA FUND ADVISORS, LLC |
||||
| By: | Xxxxx Xxxxxxxx Capital Advisors, L.P., its managing member | |||
| /s/ Xxxxx X. XxXxxxxx | ||||
| Name: | Xxxxx X. XxXxxxxx | |||
| Title: | Managing Director | |||
