Consulting Services Engagement Letter

Date:

Investment Manager
Address

Attention:

Dear Sir/Madam,

Goldman Sachs International and/or its affiliates (GS, we or us) are pleased to assist you in the
development of your business by providing one or more of the consulting assistance services set forth on
Schedule A (the Consulting Services).

You and GS confirm the scope of our engagement as follows:

GS will provide the Consulting Services to you and for your benefit and the benefit of any
investment fund for which you act, or will act on its creation, as investment manager and for
which GS acts, or will act on its creation, as prime broker (each a Fund and together the
Funds). The Consulting Services are merely designed to enhance the quality of the prime
brokerage services that GS will provide to the Funds and are not prime brokerage services as
contemplated under any prime brokerage agreement.

You will not be charged a fee nor be obligated to provide any other form of consideration in
connection with your receipt of Consulting Services.

In providing the Consulting Services GS will not (1) be providing you with advice of any
description in relation to any matter the subject of the Consulting Services; (2) be carrying out any
negotiations or act in any way on behalf of you or any Fund with a third party or (3) have any
authority to create obligations by which you or any Fund will be bound. GS will only provide you
with information to assist you in your decision making process and will not require you to carry
out, or recommend you carry out, any particular course of conduct. You are not entitled to rely,
and shall not rely, on GS in relation to matters the subject of the Consulting Services.

In making you aware of or introducing you to any third party for any reason, GS shall not be and
shall not be considered to be acting as the agent of such third party, recommending such party to
you or recommending you to use their services.

GS provides diversified services to a broad range of clients and counterparties in addition to

acting on our own account, and there may be circumstances where a conflict of interest may arise
between your interests and those of other clients or counterparties, or between your interests and
those of GS. You acknowledge that GS may be subject to potential or actual conflicts of interest
with respect to the provision to you of Consulting Services, including that GS has or may develop
business relationships with (1) service providers we may bring to your attention and (2) the
Funds, including acting as their prime broker, custodian, broker, dealer, clearing agent, or
administrator, and as a result may owe duties to the Funds and the interests of such Funds may
conflict with your interests.

You are aware of the conflicts of interest that may arise for you as a result of being provided the
Consulting Services and give your informed consent to GS providing you such Consulting
Services in these circumstances. You will (1) manage any such conflict of interest appropriately,
and (2) disclose the provision by GS to you of the Consulting Services to each Fund and to the
investors in any such Funds. We have provided sample language to this effect in Schedule B for
guidance purposes. Where you act for more than one Fund, the interest of all Funds may not
necessarily be aligned, therefore you will take all reasonable steps to ensure that any conflicts of
interest that you may have in accepting the provision of the Consulting Services are appropriately
managed.

You agree that GS shall have no liability of any nature, whether in contract or tort or otherwise, for
any loss or damage of any description incurred by you, the Fund or any third party arising directly
or indirectly as a result of or in connection with the Consulting Services except where such losses
are due to the fraud or dishonesty on the part of GS or to the extent that such liability cannot
lawfully be excluded or limited.

Consulting Services Engagement Letter: Management Company (Version 1011)

 You shall indemnify GS against any cost, loss, expense or liability which may be suffered or
incurred by GS in the proper performance of its obligations under this letter including, without
limitation, arising from any misrepresentation, misconduct, negligence or dishonesty on the part
of any third party, except to the extent that the cost, loss, expense or liability is due to the fraud or
dishonesty on the part of GS or to the extent that such liability cannot lawfully be excluded or
limited.

You acknowledge and agree that all materials and information you provide to GS is accurate and
complete and that GS will, without independent verification, rely on it for the purpose of providing
the Consulting Services. GS shall not assume any responsibility or have any liability for such
materials or information. You represent that you have the right to supply such information to GS
and that the supply of such information by you and its use by GS for the purposes of the provision
of the Consulting Services will not infringe any rights held by any third party, involve the
unauthorized use of confidential information belonging to a third party or result in the breach by
you or GS of any law, regulation, fiduciary duty, intellectual property right or agreement.

All materials and information provided to you in connection with the provision of the Consulting
Services is provided on a confidential basis by GS and should not be disclosed to or relied upon
by any other person, including the Fund.

You acknowledge and agree that GS is not required to reveal to you or to make use of in the
provision of the Consulting Services any confidential information whatsoever that it may obtain
from the Funds or any other source.

GS may provide you with talent introduction services. To the extent that such talent introduction
services constitute employment agent services, any such employment agent services provided to
you by GS will be provided solely by Goldman Sachs (Asia) Finance, which is licensed as an
employment agent under the Hong Kong Employment Ordinance. GS will not otherwise be acting
as an employment agent within the meaning of the Hong Kong Employment Ordinance, or any
other applicable law relating to employment agents in any other jurisdictions.

By introducing any person (a Candidate) to you, GS is not recommending them to you or to any
Fund you manage, nor is GS making any representation or giving any warranty as to their overall
suitability, performance, or financial or reputational standing or the accuracy of the information
provided. GS does not owe any duty of care in respect of the Candidate introduced to you.

You will keep the details of any Candidates we introduce to you confidential. You will not forward
or relay the details of any Candidate for employment we may bring to your attention to any third
party, including any other prospective employer.

You will not suggest or imply to any Candidate, directly or indirectly, that your participation in
talent introduction constitutes a recommendation or an endorsement by GS of you or any of the
Funds you manage or any of your employees or directors.

You agree to notify GS as soon as practicable if a Candidate accepts an offer of employment with
you or a Fund.

GS may provide you with property assistance. GS will not be acting as an estate agent within the
meaning of the Hong Kong Estate Agents Ordinance or any other similar laws in other
jurisdictions.

Where GS introduces to you an investment manager which is vacating a property, the role of GS
will be limited to introducing you to such investment manager. GS will have no subsequent
involvement in any discussions with the vacating manager or with the landlord of the property.

You are encouraged to appoint an estate agent licensed under the Estate Agents Ordinance, or
any other applicable laws in other jurisdictions, and appropriate specialist advisors in the event
that you decide to proceed with the lease or purchase of any property the subject of the
Consulting Services.

The engagement in this Letter may be terminated any time by written notice from GS.

This letter will be governed by and construed in accordance with English law and, for the benefit
of GS, you hereby submit to the exclusive jurisdiction of the English courts.

Consulting Services Engagement Letter: Management Company (Version 1011)

Please confirm your agreement with the scope of our engagement by signing and returning a copy of this
letter. You are deemed to have accepted and agreed to the terms of this letter by accepting any
Consulting Services as described in this letter, in the event that we do not receive any signed confirmation
from you. The terms of this letter applies to all Consulting Services which may be provided to you before
or after the date of this letter. Other questions about this service should be addressed to Katherine Abrat
at 852-2978 1801.

Yours faithfully,

Goldman Sachs International

Accepted and agreed:

________________________
Investment Manager

By: __________________________
Name:
Title:

Consulting Services Engagement Letter: Management Company (Version 1011)

 Schedule A

Scope of Consulting Services

The Consulting Services may cover, but are not limited to, technology, property, risk, operations, business
and legal consulting and talent introduction, and may comprise, but are not limited to, the following:

identifying and introducing you to vendors and service providers in these areas;
liaising with and arranging meetings with such vendors and service providers;
assisting with project management in relation to infrastructure and technology projects;
sharing market knowledge with you in these areas and providing updates and presentations
on industry trends and developments;
providing educational sessions on, and introductions to, other areas of GS and its products
and tools;
organising roundtables and other events on topical issues; and
introducing you to persons seeking employment in the hedge fund industry.

Schedule B

Sample language regarding Manager Conflicts

The Investment Manager may receive consulting assistance services from the Prime Broker, which may
include but not limit to technology, property, risk, operations, business and legal consulting and talent
introduction. The Prime Broker will provide such consulting assistance services in complement to, and not
in place of, the Investment Managers independent professional advisors and service providers. The
benefits provided to the Investment Manager by receipt of the consulting assistance services from the
Prime Broker will assist the Investment Manager, either directly or indirectly, in the provision of efficient
investment management services to the Fund and to other third parties. The receipt by the Investment
Manager of the assistance services from the Prime Broker may give rise to an actual or potential conflict
of interest for the Investment Manager. The Investment Manager will manage any such actual or potential
conflict of interest appropriately.

Consulting Services Engagement Letter: Management Company (Version 1011)

 [Insert Schedule C for Managers who/which are based in Australia]

Schedule C

Australia Specific Provisions

If you are domiciled in Australia, the following additional provisions apply:

You acknowledge and agree that GS is not providing you with any financial product advice
pursuant to this Letter. However, should the Consulting Services be deemed to contain financial
product advice: (a) you represent that you are a wholesale client for the purposes of the
Corporations Act 2001 (Cth), and (b) that advice is provided by Goldman Sachs International.
Goldman Sachs International is exempt from the requirement to hold an Australian financial
services licence under the Corporations Act 2001 (Cth) in respect of the financial services it
provides. Goldman Sachs International is authorised and regulated by the Financial Services
Authority of the United Kingdom under English laws, which differ from Australian laws.

You may have the benefit of certain rights or remedies pursuant to the Trade Practices Act 1974
(Cth) and similar state and territory laws in Australia in respect of which liability may not be
excluded. If so, then to the maximum extent permitted by law, such liability is limited, at our
option, to either (i) resupply of the Consulting Services or (ii) the cost of the resupply of the
Consulting Services.

Consulting Services Engagement Letter: Management Company (Version 1011)