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Exhibit 99.2(g)(1)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made as of January 22, 2001 between XXXXXXX XXXXXX CAPITAL
ENTREPRENEURS FUND, a Delaware business trust (herein referred to as the
"Fund"), and XXXXXXX XXXXXX CAPITAL LLC, a Delaware limited liability company
(herein referred to as "Xxxxxxx Xxxxxx").
WHEREAS, the Fund is registered with the Securities and Exchange
Commission ("SEC") as a closed-end management investment company under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, Xxxxxxx Xxxxxx is registered with the Securities and Exchange
Commission ("SEC") as an investment adviser under the Investment Advisers Act of
1940, as amended; and
WHEREAS, the fund is authorized to issue shares of beneficial interest
in separate classes; and
WHEREAS, the Fund desires to retain Xxxxxxx Xxxxxx so that it will render
investment advisory services to the Fund in the manner and on the terms
hereinafter set forth; and
WHEREAS, Xxxxxxx Xxxxxx is willing to render such services and/or engage
others to render such services to the Fund.
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed by the parties as follows:
1. The Fund hereby appoints Xxxxxxx Xxxxxx to provide investment
advisory services to the Fund for the period and on the terms set forth in this
Agreement. Xxxxxxx Xxxxxx
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accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. Xxxxxxx Xxxxxx hereby undertakes and agrees, upon the terms and
conditions herein set forth, either directly or indirectly through Investment
Advisers (as that term is defined in paragraph 8 below): (i) to make investment
decisions for the Fund, to prepare and make available to the Fund research and
statistical data in connection therewith and to supervise the acquisition and
disposition of securities by the Fund, including the selection of brokers or
dealers to carry out the transactions, all in accordance with the Fund's
investment objective and policies and in accordance with guidelines and
directions from the Fund's Board of Trustees; (ii) to assist the Fund as it may
reasonably request in the conduct of the Fund's business, subject to the
direction and control of the Fund's Board of Trustees; (iii) to maintain or
cause to be maintained for the Fund all books, records, reports and any other
information required under the 1940 Act, to the extent that such books, records
and reports and other information are not maintained or furnished by the
custodian, transfer agent, administrative services agent or other agent of the
Fund; (iv) to furnish at Xxxxxxx Xxxxxx'x expense for the use of the Fund such
office space and facilities as the Fund may require for its reasonable needs in
the city of San Francisco in the State of California and to furnish at Xxxxxxx
Xxxxxx'x expense clerical services in the United States related to research,
statistical and investment work; (v) to render to the Fund administrative
services such as preparing reports to and meeting materials for the Fund's Board
of Trustees and reports and notices to shareholders, preparing and making
filings with the SEC and other regulatory and self-regulatory organizations,
including preliminary and definitive proxy materials and post-effective
amendments to the Fund's registration statement on Form N-2 under the Securities
Act of 1933, as amended ("Registration Statement"), and the 1940 Act, as amended
from time to time, providing assistance in certain accounting and tax matters
and investor and public relations, monitoring the valuation of portfolio
securities, assisting in the calculation of net asset value of the Fund and the
net asset value per share of beneficial interest of the Fund, assisting in the
calculation and payment of distributions to shareholders, and overseeing
arrangements with the Fund's custodian, including the maintenance of books and
records of the Fund, to the extent that such services are not provided by the
custodian, transfer
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agent, administrative services agent or other agent of the Fund; and (vi) to pay
the reasonable salaries, fees and expenses of such of the Fund's officers and
employees (including the Fund's shares of payroll taxes) and any fees and
expenses of such of the Fund's trustees as are directors, officers or employees
of Xxxxxxx Xxxxxx; provided, however, that the Fund, and not Xxxxxxx Xxxxxx,
shall bear travel expenses (or an appropriate portion thereof) of trustees and
officers of the Fund who are directors, officers or employees of Xxxxxxx Xxxxxx
to the extent that such expenses relate to attendance at meetings of the Fund's
Board of Trustees or any committees thereof or advisers thereto. Xxxxxxx Xxxxxx
shall bear all expenses arising out of its duties hereunder but shall not be
responsible for any expenses of the Fund other than those specifically allocated
to Xxxxxxx Xxxxxx in this paragraph 1.
In particular, but without limiting the generality of the
foregoing, Xxxxxxx Xxxxxx shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's employees as are directors,
officers or employees of Xxxxxxx Xxxxxx whose services may be involved, for the
following expenses of the Fund: organizational and offering expenses of the
Fund; fees payable to Xxxxxxx Xxxxxx and to any consultants, including an
advisory board, if applicable; legal expenses; auditing and accounting expenses;
telephone, telex, facsimile, postage and other communications expenses; taxes
and governmental fees fees; dues and expenses incurred by the Fund or with
respect to the Fund in connection with membership in investment company trade
organizations; costs of insurance relating to fidelity coverage for the Fund's
officers and employees; fees and expenses of the Fund's administrator and any
custodian, subcustodian, transfer agent and registrar or dividend disbursing
agent or any other agent of the Fund; payment for portfolio pricing or valuation
services to pricing agents, accountants, bankers and other specialists, if any;
expenses of preparing share certificates and other expenses in connection with
the issuance, offering, distribution, sale or underwriting of shares issued by
the Fund; expenses of registering or qualifying shares of the Fund for sale;
expenses relating to investor and public relations; freight, insurance and other
charges in connection with the shipment of the Fund's portfolio securities;
brokerage commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund or of entering into other transactions or engaging in any
investment practices with respect to the Fund; expenses of preparing and
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distributing prospectuses, statements of additional information, reports,
notices and dividends to shareholders; costs of stationery; costs of
shareholders' and other meetings; litigation expenses; or expenses relating to
the Fund's dividend reinvestment and cash purchase plan (except for brokerage
expenses paid by participants in such plan).
3. As licensee of the rights to use and sublicense the use of the names
"Xxxxxxx" and "Xxxxxx Xxxxxx" trademarks and any derivatives thereof or logo
associated with those names (together, the "Xxxxxxx Xxxxxx Marks"), Xxxxxxx
Xxxxxx hereby grants the Fund a non-exclusive right and sublicense to use (i)
the "Xxxxxxx Xxxxxx Capital" name and xxxx as part of the Fund's name (the "Fund
Name"), and (ii) Xxxxxxx Xxxxxx Marks in connection with the Fund's investment
products and services, in each case only for so long as this Agreement, any
other investment management agreement between the Fund and Xxxxxxx Xxxxxx (or
any organization which shall have succeeded to Xxxxxxx Xxxxxx'x business as
investment manager ("Xxxxxxx Xxxxxx'x Successor")), or any extension, renewal or
amendment hereof or thereof remains in effect, and only for so long as Xxxxxxx
Xxxxxx is a licensee of the Xxxxxxx Xxxxxx Marks, provided, however, that
Xxxxxxx Xxxxxx agrees to use its best efforts to maintain its license to use and
sublicense the Xxxxxxx Xxxxxx Marks. The Fund agrees that it shall have no right
to sublicense or assign rights to use the Xxxxxxx Xxxxxx Marks, shall acquire no
interest in the Xxxxxxx Xxxxxx Marks other than the rights granted herein and
that the Fund shall not challenge the validity of the Xxxxxxx Xxxxxx Marks or
the ownership thereof. The Fund further agrees that all services and products it
offers in connection with the Xxxxxxx Xxxxxx Marks shall meet commercially
reasonable standards of quality, as may be determined by Xxxxxxx Xxxxxx from
time to time. At Xxxxxxx Xxxxxx'x reasonable request, the Fund shall cooperate
with Xxxxxxx Xxxxxx and shall execute and deliver any and all documents
necessary to maintain and protect (including but not limited to in connection
with any trademark infringement action) the Xxxxxxx Xxxxxx Marks and/or enter
the Fund as a registered user thereof. At such time as this Agreement or any
other investment management agreement shall no longer be in effect between
Xxxxxxx Xxxxxx (or Xxxxxxx Xxxxxx'x Successor) and the Fund, or Xxxxxxx Xxxxxx
no longer is a licensee of the Xxxxxxx Xxxxxx Marks, the Fund shall (to the
extent that, and as soon as, it lawfully can) cease to use the Fund Name or any
other name indicating that it is advised by,
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managed by or otherwise connected with Xxxxxxx Xxxxxx (or Xxxxxxx Xxxxxx'x
Successor). In no event shall the Fund use the Xxxxxxx Xxxxxx Marks or any other
name or xxxx confusingly similar thereto (including, but not limited to, any
name or xxxx that includes the name "Xxxxxxx" or "Xxxxxx") if this Agreement or
any other investment management agreement between Xxxxxxx Xxxxxx (or Xxxxxxx
Xxxxxx'x Successor) and the Fund is terminated.
4. In performing its duties hereunder, Xxxxxxx Xxxxxx, either directly
or indirectly through Investment Advisers selected by Xxxxxxx Xxxxxx: (i) shall
conform with the 1940 Act and all rules and regulations thereunder, all other
applicable federal and state laws and regulations, with any applicable
procedures adopted by the Fund's Board of Trustees, and with the provisions of
the Fund's Registration Statement; and (ii) shall use reasonable efforts to
manage the Fund so that it qualifies as a regulated investment company under
Subchapter M of the Internal Revenue Code.
5. (a) As compensation for the services performed and the facilities
and personnel provided by Xxxxxxx Xxxxxx pursuant to this Agreement, the Fund
will pay Xxxxxxx Xxxxxx monthly in arrears a fee, calculated on each day during
such month at the annual rate of 2.00% of the Fund's average daily net assets.
For this purpose, average daily net assets will reflect the liability accrued
(as set forth in paragraph 5(d) below) for the incentive fee payable to Xxxxxxx
Xxxxxx pursuant to paragraph 5(b) below. If Xxxxxxx Xxxxxx shall serve hereunder
for less than the whole of any month, the fee hereunder shall be prorated
according to the proportion that such period bears to the full month and shall
be payable upon the date of termination of this Agreement. The value of the net
assets of the Fund shall be determined pursuant to the applicable provisions of
the Declaration of Trust, By-Laws and Registration Statement of the Fund, each
as amended from time to time. If, pursuant to such provisions, the determination
of net asset value is suspended for any particular business day, then for the
purposes of this paragraph 5(a), the value of the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of the close of
regular trading on the New York Stock Exchange, or as of such other time as the
value of the net assets of the Fund's portfolio may lawfully be determined, on
that day. If the determination of the net asset value of the shares of the Fund
has
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been so suspended for a period including any month end when Xxxxxxx Xxxxxx'x
compensation is payable pursuant to this paragraph, then Xxxxxxx Xxxxxx'x
compensation payable with respect to such month shall be computed on the basis
of the value of the net assets of the Fund as last determined (whether during or
prior to such month). If the Fund determines the value of the net assets of its
portfolio more than once on any day, then the last such determination thereof on
that day shall be deemed to be the sole determination thereof on that day for
the purposes of this paragraph 5(a).
(b) Xxxxxxx Xxxxxx will also be paid an incentive fee, determined
as set forth in this paragraph 5(b). The amount of incentive fees paid to
Xxxxxxx Xxxxxx may not exceed the incentive fees accrued by the Fund. The amount
accrued by the Fund for the incentive fee will be reduced in an amount equal to
any incentive fee paid to Xxxxxxx Xxxxxx. The incentive fee will equal 20% of
the cumulative incentive fee base less the cumulative amount of incentive fees
paid to Xxxxxxx Xxxxxx in previous years. The cumulative incentive fee base is
equal to the sum of the Fund's: (i) net realized capital gains; (ii) net
investment income; and (iii) net unrealized appreciation of securities. No
incentive fee will be paid with respect to the unrealized appreciation of
private equity securities held in the Fund's portfolio, except that an incentive
fee will be paid as a result of increases in values as a result of the payment
of share dividends on any pay-in-kind ("PIK") preferred security held by the
Fund. All amounts referred to in clauses (i) and (ii) are determined on a
cumulative basis and, therefore, include amounts for all periods since the
inception of the Fund. Amounts referred to in clause (iii) are determined as of
the end of the calendar year for which the incentive fee calculation is being
made. The cumulative incentive fee base is subject to adjustment as described in
paragraph 5(c) below. The incentive fee payable (if any) will be from
commencement of the Fund's operations through December 31, 2001, and subsequent
incentive fees (if any) will be payable for each subsequent calendar year (and,
if the Fund is liquidated during a calendar year, for the period from January 1
of that year to the date of liquidation). Xxxxxxx Xxxxxx is under no obligation
to repay any incentive fees previously paid by the Fund.
(c) If, at the time the Fund completes any quarterly repurchase of
its shares, 20% of the cumulative incentive fee base less the cumulative amount
of incentive fees paid to Xxxxxxx Xxxxxx in previous years is less than zero
(the "Payable Cumulative Loss"), the absolute value of the Payable Cumulative
Loss will be reduced in proportion to the percentage of shares
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repurchased for purposes of calculating the incentive fee, if any, actually
payable to Xxxxxxx Xxxxxx at the end of the year. Each time additional shares of
the Fund are sold (other than upon the reinvestment of dividends and
distributions), the Payable Cumulative Loss will be increased in proportion to
the number of shares issued (but not to an amount larger than the Payable
Cumulative Loss would be if no shares had previously been repurchased). All
incentive fee computations will take into account the cumulative amount of
adjustments previously made under this paragraph 5(c).
(d) The Fund will accrue on each day its net asset value is
calculated a liability for incentive fees payable pursuant to paragraph 5(b)
above equal to 20% of the increase in the Fund's net assets from investment
operations since the last calculation of the Fund's net asset value. If
applicable, this liability will be reduced (but not below zero) on any such day
by 20% of the net decrease in the Fund's net assets from investment operations
since the last calculation of the Fund's net asset value. The increase or
decrease in the Fund's net assets from investment operations with respect to any
period is equal to the sum of the Fund's: (i) net realized capital gains or
losses; (ii) net investment income or loss; and (iii) net change in unrealized
appreciation or depreciation of securities for that day. The Fund's net assets
will be reduced or increased by the amount of the change in the accrual each
day. Notwithstanding anything to the contrary in this paragraph 5, no incentive
fee will be accrued on any day unless the Fund has offset all prior net realized
capital losses, net unrealized depreciation and net investment loss, subject to
adjustment as set forth in next two sentences. If, at the time the Fund
completes any quarterly repurchase of its shares, the sum of the Fund's
cumulative realized losses, net investment losses and net unrealized
depreciation exceeds the sum of the Fund's cumulative net realized capital
gains, net unrealized appreciation and net investment income, then the amount of
the excess (the "Accrual Cumulative Loss") will, for purposes of calculating the
incentive fee accrual, be reduced in proportion to the percentage of shares
repurchased. Each time additional shares of the Fund are sold (other than upon
the reinvestment of dividends and distributions), the Accrual Cumulative Loss
will be increased in proportion to the number of shares issued (but not to an
amount larger than the Accrual Cumulative Loss would be if no shares had
previously been repurchased). The computation of the incentive fee accrual takes
into
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account the cumulative amount of adjustments previously made under this
Cumulative Loss provision and, except as otherwise noted excludes the effect of
any incentive fees previously accrued or paid.
6. In executing transactions for the Fund and selecting brokers or
dealers, Xxxxxxx Xxxxxx (either directly or through an Investment Adviser) shall
place orders pursuant to its investment determinations for the Fund directly
with the issuer, or with any broker or dealer, in accordance with applicable
policies expressed in the Fund's Registration Statement and in accordance with
applicable legal requirements. Without limiting the foregoing, Xxxxxxx Xxxxxx
(or the Investment Adviser) shall use its best efforts to obtain for the Fund
the most favorable price and best execution available, considering all of the
circumstances, and shall maintain records adequate to demonstrate compliance
with this requirement. Subject to the appropriate policies and procedures
approved by the Fund's Board of Trustees, Xxxxxxx Xxxxxx (or the Investment
Adviser) may, to the extent authorized by Section 28(e) of the Securities and
Exchange Act of 1934, cause the Fund to pay a broker or dealer that provides
brokerage or research services to Xxxxxxx Xxxxxx (or the Investment Adviser) an
amount of commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if Xxxxxxx Xxxxxx (or the Investment Adviser) determines, in
good faith, that such amount of commission is reasonable in relationship to the
value of such brokerage or research services provided viewed in terms of that
particular transaction or Xxxxxxx Xxxxxx'x (or the Investment Adviser's) overall
responsibilities to the Fund or its other advisory clients. To the extent
authorized by said Section 28(e) and the Fund's Board of Trustees, Xxxxxxx
Xxxxxx (or the Investment Adviser) shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason of such action.
To the extent consistent with these standards, and in accordance with
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-(T)
thereunder, and subject to any other applicable laws and regulations, Xxxxxxx
Xxxxxx (or the Investment Adviser) is further authorized to allocate the orders
placed by it on behalf of the Fund to Xxxxxxx Xxxxxx (or the
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Investment Adviser) if it is registered as a broker or dealer with the SEC, to
its affiliate that is registered as a broker or dealer with the SEC, or to such
brokers and dealers that also provide research or statistical research and
material, or other services to the Fund or Xxxxxxx Xxxxxx (or Investment
Adviser). Such allocation shall be in such amounts or proportions as Xxxxxxx
Xxxxxx (or the Investment Adviser) shall determine consistent with the above
standards, and, upon request, Xxxxxxx Xxxxxx (or the Investment Adviser) will
report on said allocation regularly to the Fund's Board of Trustees indicating
the broker-dealers to which such allocations have been made and the basis
therefor.
7. Xxxxxxx Xxxxxx (or the Investment Adviser) will regularly report to
the Fund's Board of Trustees on the investment program of the Fund and the
issuers and securities generally represented in the Fund's portfolio, and will
furnish the Fund's Board of Trustees such periodic and special reports as the
Trustees may reasonably request.
8. Xxxxxxx Xxxxxx may, at its expense and subject to its supervision,
engage one or more persons, including, but not limited to, subsidiaries and
affiliated persons of Xxxxxxx Xxxxxx, to render any or all of the investment
advisory services that Xxxxxxx Xxxxxx is obligated to render under this
Agreement, including, subject to approval of the Fund's Board of Trustees, a
person or persons to render investment advisory services including the provision
of a continuous investment program and the determination of the composition of
the securities and other assets of the Fund (each, an "Investment Adviser").
Shareholder approval of the appointment of an Investment Adviser by Xxxxxxx
Xxxxxx pursuant to this paragraph is required only to the extent required by
applicable law, as may be modified by any exemptive order or other
interpretation received from the SEC.
9. Nothing herein shall be construed as prohibiting Xxxxxxx Xxxxxx from
providing investment management or advisory services to, or entering into
investment management or advisory agreements with, other clients (including
other registered investment companies), including clients which may from time to
time purchase and/or sell securities of issuers in which the Fund invests, or
from utilizing (in providing such services) information
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furnished to Xxxxxxx Xxxxxx by advisors and consultants to the Fund and others
(including Investment Advisers).
10. Whenever the Fund and one or more other accounts or investment
companies managed or advised by Xxxxxxx Xxxxxx or an Investment Adviser have
available funds for investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures approved by the Fund's Board of
Trustees and believed by Xxxxxxx Xxxxxx or the Investment Adviser to be
equitable to each entity. Similarly, opportunities to sell securities shall be
allocated in accordance with procedures approved by the Fund's Board of Trustees
and believed by Xxxxxxx Xxxxxx or the Investment Adviser to be equitable. The
Fund recognizes that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund. In addition,
the Fund acknowledges that the persons employed by Xxxxxxx Xxxxxx or an
Investment Adviser to assist in the performance of Xxxxxxx Xxxxxx'x or the
Investment Adviser's duties hereunder will not devote their full time to such
service and nothing contained herein shall be deemed to limit or restrict the
right of Xxxxxxx Xxxxxx or any affiliate of Xxxxxxx Xxxxxx or an Investment
Adviser to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
11. Xxxxxxx Xxxxxx shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided herein or
authorized by the Fund's Board of Trustees from time to time, have no authority
to act for or represent the Fund in any way or otherwise be deemed its agent.
12. Xxxxxxx Xxxxxx may rely on information reasonably believed by it to
be accurate and reliable. Neither Xxxxxxx Xxxxxx nor its officers, directors,
employees or agents shall be subject to any liability for any act or omission,
error of judgment or mistake of law, or for any loss suffered by the Fund, in
the course of, connected with or arising out of any services to be rendered
hereunder, except by reason of willful misfeasance, bad faith, or gross
negligence on the part of Xxxxxxx Xxxxxx in the performance of its duties or by
reason of reckless disregard on the part of Xxxxxxx Xxxxxx of its obligations
and duties under this Agreement. Any person, even though also employed by
Xxxxxxx Xxxxxx, who may be or become an employee of the
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Fund and paid by the Fund shall be deemed, when acting within the scope of his
employment by the Fund, to be acting in such employment solely for the Fund and
not as an employee or agent of Xxxxxxx Xxxxxx.
13. This Agreement shall remain in effect until the date which is two
years from the day and date first written above, and shall continue in effect
year to year thereafter, but only so long as such continuance is specifically
approved at least annually by the affirmative vote of (i) a majority of the
members of the Fund's Board of Trustees who are not parties to this Agreement or
interested persons of any party to this Agreement, or of any entity regularly
furnishing investment advisory services with respect to the Fund pursuant to an
agreement with any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) a majority of the Fund's
Board of Trustees or the holders of a majority of the outstanding voting
securities of the Fund. This Agreement may nevertheless be terminated at any
time without penalty, on 60 days' written notice, by the Fund's Board of
Trustees, by vote of holders of a majority of the outstanding voting securities
of the Fund, or by Xxxxxxx Xxxxxx. This Agreement shall automatically be
terminated in the event of its assignment, provided that an assignment to a
corporate successor to all or substantially all of Xxxxxxx Xxxxxx'x business or
to a wholly-owned subsidiary of such corporate successor which does not result
in a change of actual control or management of Xxxxxxx Xxxxxx'x business shall
not be deemed to be an assignment for the purposes of this Agreement. Any notice
to the Fund or Xxxxxxx Xxxxxx shall be deemed given when received by the
addressee.
14. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by either party hereto, except as permitted under
the 1940 Act or rules and regulations adopted thereunder. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of: (i) the holders of a majority of the outstanding voting
securities of the Fund; and (ii) a majority of the members of the Fund's Board
of Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, or of any entity regularly furnishing investment
advisory services with respect to the
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Fund pursuant to an agreement with any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval.
15. This Agreement shall be construed in accordance with the laws of the
State of Delaware, without giving effect to the conflicts of laws principles
thereof, provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act. As used herein, the terms "interested person,"
"assignment," and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth in the 1940 Act.
16. If, pursuant to authority provided in the Fund's Declaration of
Trust, the Fund's Board of Trustees determines that it is in the best interests
of the Fund and its shareholders to carry on all or part of the business of the
Fund through one or more subsidiaries, the Board of Trustees may cause the
substantive terms of this Agreement to apply to the management of any such
subsidiary or subsidiaries.
17. This Agreement is made by the Fund an executed on behalf of the Fund
by an officer of the Fund, and the obligations created hereby are not binding on
any of the Trustees, officers or shareholders of the Fund individually, but bind
only the property of the Fund.
18. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be effected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
19. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
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20. This Agreement supersedes all prior investment advisory, management,
and/or administration agreements in effect between the Fund and Xxxxxxx Xxxxxx.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
officers thereunto duly authorized as of the day and year first written above.
XXXXXXX XXXXXX CAPITAL ENTREPRENEURS FUND
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
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Title: President
XXXXXXX XXXXXX CAPITAL LLC
By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
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Title: Chief Executive Officer
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