Investment Holdings Document

INVESTMENT HOLDINGS DOCUMENT

Investor Name:   Investment Manager Name:

Effective Date:

RECITALS

WHEREAS, Investor holds and/or directs the management of certain investment assets and desires to record and describe the current holdings, terms of management, reporting obligations, and fees with respect to those assets; and

WHEREAS, Investment Manager represents that it is duly authorized and qualified to provide advisory, custody and/or management services for the assets described herein and agrees to maintain and report the holdings in accordance with the terms of this Investment Holdings Document; and

WHEREAS, the parties wish to set forth their agreement documenting the holdings, applicable fees, reporting schedule, confidentiality obligations, and the terms under which holdings may be amended, transferred or liquidated.

SCOPE OF WORK

Investment Manager will maintain, report and, where applicable, manage the holdings listed below on behalf of Investor. Services include custody or recordation of holdings, preparation of periodic holdings reports, execution of transactions as instructed in writing by Investor, and reconciliation of positions in accordance with customary industry practices and the terms set forth in this document.

SCHEDULE OF HOLDINGS

The following table identifies the current holdings as declared by Investor or as reported by Investment Manager at the Effective Date. Parties may attach additional schedules as required; any attached schedule will be deemed incorporated into this document.

PAYMENT TERMS

Investor shall pay Investment Manager fees as compensation for services described herein according to the schedule below. All amounts are in United States Dollars unless otherwise stated.

Investment Manager shall submit itemized invoices in accordance with the payment schedule. Unpaid amounts shall accrue interest or late fees as specified above and Investor shall be liable for reasonable costs of collection, including attorneys' fees, if collection is required.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this section.

Either party may terminate this Agreement for material breach that remains uncured for the notice period above. Termination shall not relieve Investor of obligations to pay fees accrued through the date of termination, nor shall termination relieve Investment Manager of obligations to transfer holdings as directed by Investor, subject to any applicable legal or regulatory holds.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information concerning the business, operations, holdings, valuations, transactions, or financial condition of Investor that is disclosed to Investment Manager, and non-public information concerning Investment Manager's proprietary systems, methodologies or reporting. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information only to perform obligations under this Agreement. Upon termination or upon written request, Confidential Information shall be returned or destroyed, except that Investment Manager may retain copies as required by law or for archival compliance, subject to continued confidentiality obligations. These confidentiality obligations shall survive termination for a period of three (3) years, or longer if required by applicable fiduciary or regulatory obligations.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Investor represents that the holdings listed are owned or authorized for management as declared herein. Investment Manager represents that it will perform services in a professional manner and in compliance with applicable law and regulations. Each party agrees to indemnify and hold harmless the other from claims, losses or liabilities arising from breaches of their respective representations, willful misconduct, or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This document, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses provided above (or to such other address as a party may designate in writing). Notices are effective upon receipt.

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