1. Fiduciary duty
2. Standard of care
3. Indemnification
4. Compensation and expenses
5. Insurance requirements
6. Clear description of tasks and obligations
7. Benchmarks/performance standards
8. Reporting obligations
9. Representations and warranties, including licensing and intellectual property rights
10. Survival of representations
11. Compliance with legal requirements
12. Registration as an investment manager or investment advisor
13. Confidentiality
14. Default and remedies
15. Dispute resolution/mediation/arbitration
16. Venue for lawsuits/submission to claims commission
17. Choice of law
18. Termination/at will termination/fee adjustments or clawbacks
19. Assistance with transition after termination
20. Assignment and subcontracting limits
21. Statutory requirements (labor law) compliance, affirmative action, anti-discrimination, etc.)
22. Ethics code compliance
23. Conflicts of interest
24. Audit requirements
25. Investment guidelines
26. Compliance certifications/reporting
27. Finder’s fee and commission representations
28. Merger of prior representations v. incorporation of RFP response
29. Legal opinions
30. Assignment of rights against third parties
31. Exculpation of trustees and fund employees
32. Limits on discretionary authority
33. Authorized representatives of parties
34. Key persons
35. Contract amendments
36. Unrelated business income tax
37. Notice provisions
38. Use of e-mail for reports
39. Authorization to fax notices and confirmations
40. Software compatibility
41. Proxy voting and reporting
42. Soft dollar use and disclosure
43. Directed brokerage/commission recapture
44. Rotation of deal opportunities
45. Coverage of “dead deal” costs
46. In-kind contributions and distributions
47. Open records law application
48. Bankruptcy provisions
49. Jury trial waiver (if deemed advisable under circumstances)
50. Attorney fee awards
51. Reliance on advisor/no waiver by fund from failure to assert rights
52. Class action claims management/lead plaintiff assistance
53. Non-competition/stealing employees
54. Receipt and provision of Form ADV
55. Coverage of travel costs/reimbursement limitations
56. Severability
57. Execution of counterparts
58. Examples for complex fee calculations
59. Substitution of exhibits/referenced documents
60. Limits on fronting of indemnification payments for legal fees in actions brought for breach of contract by fund
61. Sovereign immunity/indemnification limits imposed by state law