Business Letter to LPs

Business Letter to LPs

Date:

To: Limited Partners of

From: , acting by and through

RECITALS

WHEREAS, the General Partner manages and administers the fund identified above for the benefit of its limited partners and has authority to communicate and execute certain actions on behalf of the fund; and

WHEREAS, the General Partner seeks to notify and obtain acknowledgement from the Limited Partners regarding the matters described in this letter and, where applicable, to obtain consent or formal acceptance of the terms set forth below; and

WHEREAS, the Limited Partners hold capital interests in the fund and are entitled to receive periodic communications concerning the fund's operations, capital calls, distributions and material agreements affecting the fund.

PURPOSE

The purpose of this letter is to set forth the action being taken by the General Partner, to describe the scope of the engagement or activity, to state the payment and timing obligations of the fund (if any), and to summarize rights of termination and confidentiality obligations applicable to recipients of confidential information.

SCOPE OF WORK / ACTIVITY

PAYMENT TERMS

Compensation or reimbursement to be paid by the fund in connection with the activity described above shall be as follows:

Payments not received within days of the due date shall accrue interest and late fees as stated above, and the General Partner reserves the right to suspend certain activities until payment is cured.

TERM AND TERMINATION

This letter and any actions authorized herein will commence on and will continue until unless earlier terminated in accordance with the terms set forth below.

Either party may terminate or withdraw consent upon written notice delivered to the other party at least days prior to the effective date of termination. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment obligations and confidentiality obligations.

CONFIDENTIALITY

All non-public information disclosed by the General Partner or the fund to Limited Partners in connection with the matters described in this letter shall be treated as Confidential Information. Limited Partners shall not disclose such Confidential Information to any third party except to the extent required by law or pursuant to a court order, and then only after providing prompt written notice to the General Partner where permitted. Confidential Information does not include information that (a) was known to the recipient prior to disclosure, (b) becomes publicly available other than as a result of a breach of this paragraph, or (c) is independently developed by the recipient without use of the disclosed Confidential Information.

By acknowledging below, the recipient Limited Partner affirms its obligation to maintain confidentiality in accordance with the terms set forth above.

I acknowledge and agree to maintain the confidentiality of information disclosed pursuant to this letter.

GOVERNING LAW

This letter and any dispute arising out of or relating to the subject matter hereof shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This letter, together with any written attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the matters described herein and supersedes all prior discussions, understandings and agreements, whether oral or written, relating to such matters. No amendment or modification of this letter shall be effective unless in writing and signed by the General Partner and an authorized representative of the Limited Partner or a majority in interest of the Limited Partners where required by the fund's governing documents.

CONTACT FOR NOTICES

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