Legal Investment Activities Agreement

LEGAL INVESTMENT ACTIVITIES AGREEMENT

This Legal Investment Activities Agreement (Effective Date: ) is entered into as of the Effective Date by and between Investment Manager: with principal place of business at , and Investor: with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Investment Manager is duly organized and experienced in managing, sourcing and conducting investment activities and providing related advisory services in accordance with industry standards and applicable law; and

WHEREAS, Investor desires to engage Investment Manager to perform certain investment activities on behalf of Investor and to provide related services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights, duties, limitations and the terms under which Investment Manager shall carry out investment activities for Investor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF ACTIVITIES

1.1 Engagement. Investor hereby engages Investment Manager, and Investment Manager accepts such engagement, to conduct investment activities on behalf of Investor in accordance with the scope, restrictions and standards set forth in this Agreement.

1.2 Limitations. Investment Manager shall not undertake investments that are inconsistent with the risk parameters, concentration limits, or prohibited asset classes set forth in Exhibit A or otherwise notified in writing by Investor. Any deviation from such limitations requires prior written consent of Investor.

2. AUTHORITY AND DUTIES

2.1 Authority. Subject to the terms of this Agreement, Investor grants Investment Manager authority to identify, negotiate, effect, purchase, sell, hold and otherwise manage investments on Investor's behalf. Investment Manager shall act in a discretionary capacity only as explicitly authorized in writing.

2.2 Standard of Care. Investment Manager shall perform its duties with the care, skill and diligence that a reasonably prudent investment manager would exercise under similar circumstances and shall comply with applicable fiduciary obligations to Investor.

3. REPRESENTATIONS AND WARRANTIES

3.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

3.2 Investment Manager Representations. Investment Manager represents that it is properly licensed or registered if required by applicable law to perform the services contemplated hereunder and that it will comply with all applicable laws, rules and regulations in performing its obligations.

4. FEES AND EXPENSES

Fees are calculated in accordance with the schedules set forth above and are payable in cash or other consideration as agreed in writing. Investor shall reimburse Investment Manager for reasonable, documented out-of-pocket expenses incurred in connection with investment activities, including due diligence, legal fees, and custodial fees, subject to any limits set forth in writing.

5. REPORTING; RECORDS; AUDITS

Investment Manager shall maintain complete and accurate books and records of all transactions and holdings arising from the performance of investment activities and shall furnish Investor with reports in the frequency specified above. Investor or its designated auditor shall have the right, upon reasonable notice and during normal business hours, to inspect records relating to the services provided under this Agreement.

6. COMPLIANCE; INVESTMENT RESTRICTIONS

Investment Manager shall comply with all applicable securities laws, anti-money laundering statutes, tax reporting obligations and other legal requirements. Investment Manager shall implement and maintain compliance policies reasonably designed to prevent and detect violations of law in connection with investment activities.

7. CONFIDENTIALITY

Each Party shall hold in confidence all non-public information received from the other Party in connection with this Agreement and shall not disclose such information except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement or was rightfully known to the recipient prior to disclosure.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify and hold harmless the other Party and its affiliates, officers, directors and employees (the "Indemnified Parties") from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, willful misconduct, gross negligence, fraud, or material violation of law.

8.2 Limitation of Liability. Except for breaches resulting from fraud, willful misconduct, or breaches of confidentiality and indemnification obligations, neither Party shall be liable to the other for consequential, punitive, exemplary or indirect damages, and total liability for any claim arising under or relating to this Agreement shall not exceed the fees paid to Investment Manager under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9. TERM; TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and continue for the initial term set forth above and shall renew thereafter only by written agreement of the Parties.

9.2 Termination for Cause. Either Party may terminate this Agreement for cause upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Investment Manager may assign to an affiliate so long as the assignee assumes the obligations of Investment Manager hereunder.

11. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section. Notices shall be deemed delivered when received in person, by confirmed electronic transmission, or three (3) business days after deposit in the mail, certified or registered, postage prepaid.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement (including any schedules and exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

12.4 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not constitute a waiver of any other or subsequent breach.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

MISCELLANEOUS INFORMATION

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