FEE WAIVER

Exhibit 10.16

May 1, 2015

FEE WAIVER

Xxxxxx Micro Cap Fund, LP
000 Xxxx 00xx Xxxxxx, 4th Floor

New York, New York 10168

Ladies and Gentleman,

On October 2, 2014, Sidoti Capital Management, LLC (the “Adviser”) entered into an investment management agreement (the “Investment Management Agreement”) with Xxxxxx Micro Cap Fund, LP (the “Partnership”) and Xxxxxx Micro Cap GP, LLC (the “General Partner”). Pursuant to the Investment Management Agreement, the Partnership has agreed to pay the Adviser a management fee in the amount of 2.00% per annum of the net asset value of the Partnership, payable quarterly.

The Adviser hereby exercises its discretion to waive the management fee, as set forth in the limited partnership agreement dated June 16, 2014 between the General Partner and the limited partners of the Partnership. This waiver shall continue until the Partnership attains $10 million of unaffiliated limited partner subscriptions, at which time the Partnership’s obligation to pay the management fee shall be restored.

[Signature Page Follows]

The undersigned have executed this letter as of the date first written above.

	XXXXXX CAPITAL MANAGEMENT, LLC
	By:	/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx, Manager

Acknowledgement:
XXXXXX MICRO CAP FUND, LP
By:	/s/ Xxxxx X. Xxxxxx
	Xxxxx X. Xxxxxx

[Signature Page to Adviser Xxx Xxxxxx]