PURCHASE AGREEMENT

   1
                                                                EXHIBIT 99.2 (p)

                   XXXXXXX XXXXXX CAPITAL ENTREPRENEURS FUND

                               PURCHASE AGREEMENT

          Purchase Agreement dated ______, 2001 between Xxxxxxx Xxxxxx Capital
Entrepreneurs Fund, a business trust organized under the laws of the State of
Delaware (the "Fund") and Xxxxxxx Xxxxxx Capital LLC (the "Investment
Manager"), a Limited Liability Company organized under the laws of the State of
Delaware.

          WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");

          WHEREAS, the Fund proposes to issue and sell shares of beneficial
interests, par value $0.01 per share (its "Shares") to the public pursuant to a
Registration Statement on Form N-2 (the "Registration Statement") filed with
the Securities and Exchange Commission; and

          WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its Shares;

          NOW, THEREFORE, the Fund and the Investment Manager agree as follows:

          1.   The Fund offers to sell to the Investment Manager, and the
               Investment Manager agrees to purchase from the Fund Class A
               Shares of the Fund for an aggregate price of $100,000 on ______,
               2001.

          2.   The Investment Manager represents and warrants to the Fund that
               the Investment Manager is acquiring the Shares for investment
               purposes only and not with a view toward resale or further
               distribution.

          3.   The Investment Manager's right under this Purchase Agreement to
               purchase the Shares is not assignable.

          IN WITNESS WHEREOF, the Fund and the Investment Manager have caused
their duly authorized officers to execute this Purchase Agreement as of the
date first above written.




XXXXXXX XXXXXX CAPITAL ENTREPRENEURS FUND         XXXXXXX XXXXXX CAPITAL LLC



By: _______________                               By: _______________
Name:                                             Name:
Title:                                            Title: