LPA Investment Fund Agreement

LPA INVESTMENT FUND AGREEMENT

This Limited Partnership Agreement (the Agreement) is made and entered into as of by and between the parties identified below for the purpose of forming and operating a limited partnership pursuant to the terms and conditions set forth herein.

Parties and Formation

General Partner: , Address:

Initial Limited Partner: , Address:

Recitals and Purpose

The parties desire to form a limited partnership to operate an investment fund (the Fund) for the purpose of making investments in accordance with the investment policies and restrictions set forth herein and to provide for the governance, capital commitments, allocations, distributions and dissolution of the Fund.

Capital Commitments and Contributions

Total aggregate capital committed to the Fund by the Limited Partners at the initial closing shall be $ (the Committed Capital). Each Limited Partner shall make capital contributions in accordance with capital calls made by the General Partner under the terms of this Agreement.

Capital Accounts, Allocations and Distributions

Capital Accounts shall be maintained in accordance with generally accepted accounting principles and the allocations of profits, losses and distributions shall be made as follows. The preferred return to Limited Partners shall be per annum, computed on an annual compounded basis.

Carried interest payable to the General Partner shall be of profits above the preferred return after the return of capital contributions, subject to any catch-up provisions set forth below and the adjustive provisions of Section 6 herein.

Management, Authority and Fees

The General Partner shall manage the business and affairs of the Fund, subject to the limitations set forth in this Agreement. The Fund shall pay the General Partner a management fee equal to per annum of committed capital (or as otherwise allocated) in accordance with the schedule set forth by the General Partner.

The General Partner shall have full authority to bind the Fund in furtherance of the Fund's investment activities, including but not limited to entering into investments, incurring liabilities, employing agents and approving distributions, except as expressly limited by this Agreement.

Accounting; Valuation; Reports

The Fund's fiscal year shall end on December 31. Valuation of Fund investments shall be performed in good faith by the General Partner in accordance with the valuation policy adopted by the Fund and applied consistently. The General Partner shall cause to be prepared annual audited financial statements within a commercially reasonable period following each fiscal year end and shall provide quarterly statements to Limited Partners.

Transfers and Withdrawals

No Limited Partner may transfer, assign or withdraw a commitment or withdraw capital from the Fund except in accordance with this Agreement and with the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole discretion subject to any express limitations set out herein.

Representations, Warranties and Covenants

Each party hereby represents and warrants that it has the power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms, and that the execution and performance of this Agreement will not violate any applicable laws or agreements binding upon such party. Each Limited Partner further represents that it is an accredited investor and is acquiring an interest for investment only and not with a view to distribution.

Fees, Expenses and Indemnification

The Fund shall bear all expenses reasonably incurred in connection with the formation, operation and administration of the Fund, including management fees, organizational expenses and third-party professional fees, subject to reimbursement provisions. The Fund shall indemnify the General Partner and its affiliates and their respective officers, directors, employees and agents to the fullest extent permitted by law for liabilities incurred in the performance of their duties, except for fraud, gross negligence or willful misconduct.

Amendments; Term; Dissolution

This Agreement may be amended by the General Partner with the written consent of Limited Partners holding a majority in interest of the outstanding capital commitments except for amendments that materially and adversely affect economic rights of Limited Partners, which shall require the consent of Limited Partners holding at least two-thirds in interest. The term of the Fund shall be years from the initial closing, subject to extension in accordance with the provisions herein. Upon dissolution, assets shall be liquidated and proceeds distributed in accordance with the distribution provisions.

Notices

All notices and communications under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice to the other parties).

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of formation without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the arbitration rules agreed by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder shall remain in full force and effect. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements.

Signatures

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