BELAIR CAPITAL FUND LLC
INVESTOR SERVICING AGREEMENT
WHEREAS, Belvedere Capital Fund Company LLC (the "Company") and Belair
Capital Fund LLC (the "Fund") are Massachusetts limited liability companies
which are conducting separate private offerings of their respective Shares to
qualified purchasers pursuant to their respective Private Placement Memoranda;
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇ Distributors, Inc. ("EVD"), a Massachusetts
corporation, is acting as exclusive placement agent for the Company and the Fund
in connection with the separate private placements of their respective Shares;
WHEREAS, the Company and EVD have entered into a separate Investor
Servicing Agreement dated March 4, 1997 and amended on October 28, 1997 (the
"Company Servicing Agreement") pursuant to which EVD will provide certain
investor services to the Shareholders of the Fund, Belvedere Equity Fund LLC and
the Company for a fee to be paid by the Company to EVD;
WHEREAS, the Fund desires to enter into a similar servicing agreement with
EVD in order to provide additional compensation to EVD for the services provided
to Shareholders of the Fund;
WHEREAS, EVD is willing to perform such services (or arrange for the
performance of such services by sub-agents appointed by EVD in connection with
the private placement of Shares of the Fund) on an ongoing basis in return for
the compensation provided in the Company Servicing Agreement and the additional
compensation provided in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. The Fund hereby engages EVD to provide the investor services specified
herein for the benefit of the Fund and its Shareholders. EVD shall be available
to respond to investor inquiries regarding the Company and the Fund and the
performance of the Company and the Fund throughout the term of this Agreement.
EVD shall respond to inquiries from Shareholders regarding their investments in
Shares of the Fund, including those relating to performance, yield, total
return, distributions and redemptions, additional investments, and reports to
Shareholders. EVD will assist the Shareholders in connection with their
redemptions and transfers of Shares, and explain to them, upon request, features
offered to Shareholders, including any distribution options. EVD accepts such
engagement and agrees to provide, or to cause any one or more of its associated
companies or persons to provide, such services to the Fund and its respective
Shareholders.
2. EVD, as placement agent for the Fund, has entered into and may enter
into sub-agency agreements with sub-agents to facilitate the private placement
of Shares of the Fund. Said sub-agency agreements may provide for EVD to assign
to a sub-agent all or a portion of EVD's responsibilities hereunder and under
the Company Servicing Agreement to provide services to those Shareholders of the
Fund who are clients or customers of said sub-agents and who acquired Shares as
a result of the efforts of the sub-agent, and to assign the fees for such
services (based upon the interest represented by such Shares) to said
sub-agents.
3. For the services to be rendered pursuant to paragraph 1 hereof, the Fund
will pay to EVD a quarterly fee at the annual rate of 0.20% of the Fund's
average daily net assets throughout each calendar quarter, reduced by the amount
of the Fund's allocated share of the fee for such quarter payable by the Company
pursuant to the Company Servicing Agreement. Such fee shall be paid quarterly in
arrears within seven business days after the close of each quarter, with
appropriate proration for any portion thereof. Such fee shall commence on the
date of this Agreement. In the event EVD shall have assigned any portion of its
fee to any sub-agent, the Fund shall pay such assigned portion directly to such
sub-agent.
4. This Agreement shall become effective on the date hereof and shall
continue in effect until the date on which the Fund is terminated. This
Agreement may not be terminated or assigned by the Fund without the written
consent of EVD, but this Agreement may be assigned by EVD as contemplated in
paragraph 2. No waiver, amendment or other modification of this Agreement shall
be effective unless in writing and signed by each party to be bound thereby.
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
5. This Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts. Terms used but not defined herein
shall have the meanings assigned to them in the Private Placement Memoranda
referred to above. This Agreement is executed on behalf of the Fund by ▇▇▇▇▇
▇▇▇▇▇ Management in its capacity as Manager of the Fund, and not in its
individual capacity. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of this 28th day of October, 1997.
BELAIR CAPITAL FUND LLC
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT
as its Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Vice President
▇▇▇▇▇ ▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President
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