INVESTMENT Management agreement

Exhibit 10.7

PRESTIGE GLOBAL FUND SPC

(the “Company”)
for and on behalf of
PRESTIGE GLOBAL FUND SP1
(the “Segregated Portfolio”)

and

PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED

(the “Manager”)

CONTENTS

1.	Interpretation	1
2.	Appointment of the Manager	3
3.	Duties of the Manager	3
4.	Soft Dollars and Cash Rebates	6
5.	Representations and Warranties of the Company for and on behalf of the Segregated Portfolio	7
6.	Representations and Warranties of the Manager	7
7.	Obligations of the Company	9
8.	Restrictions and Requirements	9
9.	Fees and Expenses	9
10.	Limitation of Liability	10
11.	Resignation and Xxxxxxxxxxx	00
00.	Conflicts of Interest	12
13.	No Licence	13
14.	Confidentiality	13
15.	Notices	14
16.	Assignment	15
17.	Amendments	15
18.	Reservation of Rights	15
19.	Whole Agreement	16
20.	Severability	16
21.	Force Majeure	16
22.	Counterparts	16
23.	No Partnership	16
24.	Contracts (Rights of Third Parties) Ordinance	16
25.	Governing Law	16
26.	Jurisdiction	16

THIS AGREEMENT is dated 15 June 2016 and made

BETWEEN:

(1)

PRESTIGE GLOBAL Fund SPC (the “Company”) acting for and on behalf of PRESTIGE GLOBAL FUND SP1 (the “Segregated Portfolio”), an exempted company incorporated in the Cayman Islands with limited liability and registered as a segregated portfolio company, having its registered office at 0xx Xxxxx, Xxxxxxx Xxxxx, 000 Xxxxx Xxxxxx Street, XX Xxx 00000, Xxxxx Xxxxxx, XX0-0000, Cayman Islands;

(2)

PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED, an company incorporated in Cayman Islands (the “Manager”).

BACKGROUND:

(A)

The Company is organized as a segregated portfolio company and is entering this Agreement solely for and on behalf of the Segregated Portfolio.

(B)

The Company acting for and on behalf of the Segregated Portfolio wishes to appoint the Manager to act as manager of the Segregated Portfolio and to authorise the Manager to appoint the Investment Adviser to manage and invest the assets of the Segregated Portfolio, on the terms set out in this Agreement, which appointment the Manager wishes to accept.

(C)

[The Manager is exempt from registration under the Cayman Islands Securities Investment Business Law on the basis that it is an “Excluded Person” under Section 5(2) and Schedule 4 of that law.]

THE PARTIES AGREE THAT:

Interpretation

1.1

In this Agreement, unless the context otherwise requires, the following words have the following meanings:

[“Administrator” means such administrator appointed by the Company (for and on behalf of the Segregated Portfolio) from time to time;]

“Articles” means the memorandum and articles of association of the Company as the context requires, as amended from time to time provided that such amendments are notified to the Manager;

“Associate” in relation to a person means a holding company or subsidiary undertaking of that person or a subsidiary of the holding company (all as defined in the Companies Ordinance (Cap 622) of the Laws of Hong Kong;

“Business Day” means a day (other than a Saturday or Sunday) when banks in Hong Kong are generally open for business.

“Authorised Officer” means any person from time to time designated by the Company in respect of the Segregated Portfolio, as the case may be, as authorised to instruct the Manager;

“Directors” means the members of the board of directors of the Company, as the case may be, for the time being and any duly constituted committee thereof and any successors to such members as they may be appointed from time to time;

“Execution Brokers” means a broker, dealer or other entity (but not the Prime Broker and Custodian) with which the Investment Adviser places, on behalf of the Segregated Portfolio an order relating to one or more Investments for execution by that broker, dealer or other entity.

“Gross Negligence” means any act or omission showing so marked a departure from the normal standard of conduct of a professional person exercising ordinary professional care and skill as to demonstrate reckless or wilful disregard of the consequences of that act or omission.

“Investment Adviser” means Prestige Asset Management Limited, and/or any other person the Manager may appoint as investment adviser (or equivalent) from time to time to manage and invest all or any part of the Portfolio pursuant to this Agreement;

“Investment Advisory Agreement” means the agreement dated on or around the date of this Agreement pursuant to which the Manager will appoint the Investment Adviser to manage and invest all or any part of the Portfolio on a discretionary basis;

“Investments” means any investment or other asset of any description, the making or acquisition of which is authorised by the Articles;

“Management Fee” means the Net Asset Value based fee payable to the Manager as described in Appendix A hereto;

“Net Asset Value” means the net asset value of the Segregated Portfolio as the case may be, determined in accordance with the Articles;

“Notifying Party” has the meaning given to it in Clause 11.1;

“Participating Shares” means share redeemable participating shares as issued by the Company for and on behalf of the Segregated Portfolio from time to time in accordance with the Articles;

“Participating Shareholder” means the holder of Participating Shares from time to time;

[“Performance Fee” means the aggregate performance fee payable to the Manager in respect of the performance of each Participating Share as described in Appendix B;]

“Portfolio” means all the assets and Investments of the Segregated Portfolio, including, for the avoidance of doubt, any uninvested cash;

“Prime Broker and Custodian” means such person or persons appointed by the Company as a prime broker(s) and/or as a custodian(s) of the assets of the Segregated Portfolio and any sub-custodian duly appointed by it/them.

“SFC” means the Securities and Futures Commission of Hong Kong.

1.2

Clause headings shall not affect the interpretation of this Agreement.

1.3

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7

A reference to writing or written includes faxes and e-mail.

1.8

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.9

References to Clauses are to the clauses of this Agreement.

1.10

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.11

Unless the context otherwise requires or except as expressly provided to be the contrary herein, words and expressions contained in this Agreement shall bear the same meaning as in the Articles.

1.12

References herein to a party are to any party or together the parties to this Agreement.

Appointment of the Manager

2.1

The Company acting for and on behalf of the Segregated Portfolio hereby appoints the Manager:

(a)

to act as the manager of the Segregated Portfolio subject to the overall control and supervision of the Directors; and

(b)

to appoint the Investment Adviser as investment adviser of the Segregated Portfolio to manage and invest the Portfolio, on a discretionary basis, in pursuit of the articles and offering memorandum (“Offering Memorandum”) of the Company and the supplement (“Supplement”) of the Segregated Portfolio and subject to the terms of the Investment Advisory Agreement or as otherwise stipulated by the Directors, from time to time, until such appointment shall be terminated as hereinafter provided.

2.2

The Manager accepts such appointment and agrees to assume the obligations set forth herein.

2.3

This Agreement shall come into force upon its due execution by the parties hereto with effect from the date written at the head of page 1.

2.4

Except as expressly provided in this Agreement, or as the Manager may be otherwise authorised, the Manager has no authority to act for or represent the Company and/or the Segregated Portfolio, as appropriate, and the Manager shall not be deemed an agent of the Company or the Segregated Portfolio, as appropriate.

Duties of the Manager

3.1

Subject to the overall control and supervision of the Directors, the Manager shall act as manager of the Segregated Portfolio in accordance with the provisions of this Agreement. The Manager shall perform such duties as are customarily performed by a manager of Investments, or as may be agreed from time to time between the parties and may, subject to compliance with the provisions of the Offering Memorandum, the Supplement and Articles.

(a)

borrow or raise monies on behalf of the Segregated Portfolio, and, from time to time without limitation as to amount or manner and time of repayment, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness;

(b)

open, maintain and close bank accounts, brokerage accounts and custody accounts in the name of the Segregated Portfolio and, subject to compliance with applicable laws and regulations, give instructions with respect to such accounts;

(c)

do any and all acts on behalf of the Company acting for and on behalf of the Segregated Portfolio, and exercise all rights of the Fund, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, the voting of shares, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;

(d)

lend, with or without security, any of the investments, funds or other property of the Segregated Portfolio;

(e)

organize one or more corporations formed to hold record title, as nominee for the Segregated Portfolio, to investments or funds attributable to the Segregated Portfolio;

(f)

engage personnel (whether part-time or full-time), lawyers and independent accountants, analysts, traders, or such other persons with respect to the Segregated Portfolio as the Investment Manager may deem necessary or advisable;

(g)

select brokers and accept soft dollars from such brokers in accordance with applicable laws regulations and codes of conduct;

(h)

to do such other acts as the Investment Manager may deem necessary or advisable in connection with the maintenance and administration of the Segregated Portfolio, including without limitation, communicating with investors and potential investors in the Segregated Portfolio, preparing or causing to be prepared reports, financial statements and other communications with investors;

(i)

permit, where the Investment Manager deems appropriate, the acceptance of late subscription requests and funds; and

(j)

authorize any employee or other agent of the Investment Manager or agent or employee of the Company to act for and on behalf of the Company acting for and on behalf of the Segregated Portfolio in all matters incidental to the foregoing.

The Manager will ensure that the Investment Adviser performs its duties, functions and obligations in accordance with the Investment Advisory Agreement.

3.2

Without limiting the generality of the foregoing, the Manager is hereby authorised to appoint the Investment Adviser to manage the Portfolio on a discretionary basis subject to the Articles, the Offering Memorandum, the Supplement and the Investment Advisory Agreement or as otherwise stipulated by the Directors, from time to time.

3.3

For the avoidance of doubt, to the extent that this Agreement provides that the Manager can, will or is required to procure that the Investment Adviser can, will or is required to carry out a particular function pursuant to the Investment Advisory Agreement, the Manager is hereby authorised by the Company to carry out such functions to the extent that such functions are not delegated to the Investment Adviser pursuant to the Investment Advisory Agreement.

3.4

The Manager is hereby authorised to delegate to the Investment Adviser complete discretion for management of the Portfolio (and without prior reference to the Company or the Manager) to buy, sell (including without limitation short sales), retain, convert, execute, exchange or otherwise deal in Investments, borrow securities, incur indebtedness, make deposits, subscribe to issues and offers for sale of, and accept placings, underwritings and sub-underwritings, of any Investments, effect transactions whether or not on any recognised market or exchange and whether or not frequently traded on any such market or exchange (including, without limitation, derivatives, transactions, repurchase and reverse repurchase transactions, and securities lending transactions), negotiate, settle and sign on behalf of the Segregated Portfolio any documentation required to be so negotiated, settled or signed in connection with the execution of transactions in relation to the Portfolio by the Investment Adviser and otherwise act as the Investment Adviser judges appropriate in relation to the management and investment of the Portfolio subject to the terms of the Investment Advisory Agreement.

3.5

The Manager is authorised to delegate responsibility to the Investment Adviser the discretion to negotiate, settle and arrange for signing on behalf of the Segregated Portfolio the documentation for opening accounts with the Execution Brokers, provided that copies of such documentation are provided to the Company prior to signing.

3.6

In carrying out its duties under this Agreement, the Manager may appoint agents and/or delegates (other than the Investment Adviser, in respect of which the authority to appoint is granted to the Manager by Clause 2.1 (b)) subject to the prior written consent of the Company.

3.7

The Manager will procure that the Investment Adviser, in carrying out its duties under the Investment Advisory Agreement, will only appoint agents and/or delegates, subject to the prior written consent of the Manager.

3.8

The Manager will procure that the Investment Adviser will, provide the reports outlined in the Investment Advisory Agreement (and any other reports as may be reasonably required by the Company from time to time) to the Manager, the Company and the Administrator in accordance with the time lines set out in relation thereto (or any other time lines reasonably determined by the Company from time to time). All reports will be provided in either an excel spreadsheet or other format as agreed between the Company, the Manager and the Investment Adviser or in such other format as may be reasonably determined by the Company from time to time.

The Manager shall procure that the required reports to be provided by the Investment Adviser in accordance with the Investment Advisory Agreement and this Clause 3.8 shall be generated from the internal systems of the Investment Adviser and not from reports provided by the broker(s).

3.9

In the event that any trades executed through the Execution Brokers are not given up to the Prime Brokers and Custodian or that any assets or Investments are held by any Execution Brokers the Manager will procure that the Investment Adviser will cooperate in arranging for the Company and the Administrator to receive daily independent broker statements by electronic mail transmission, on-line data transmission or facsimile directly from such Execution Brokers.

3.10

The Manager acknowledges that additional cash may be added to the Portfolio with no less than 2 Business Days’ notice to the Manager and cash or other assets may be withdrawn from the Portfolio to enable the Segregated Portfolio to meet redemptions of Participating Shares and other outgoings with no less than [30 calendar days’] written notice to the Manager before the month-end date on which such redemption shall be effected.

3.11

Without prejudice to the Manager’s power to give instructions to any Prime Broker and [Custodian or the Execution Brokers] to transfer cash or Investments held by them on behalf of the Segregated Portfolio in connection with the settlement of transactions or for collateral or cash margin management purposes, the Manager is expressly prohibited from taking or receiving possession of any of the Investments. The Manager is not permitted to make payments or transfer Investments from an account with any Prime Broker and Custodian or the Execution Brokers to another account which is not maintained in the name of the Segregated Portfolio.

3.12

The Manager will, or procure that the Investment Adviser will, retain, for a period of at least 6 years, or longer as required by any applicable law, such books, records and statements as may be necessary to give to the Company a complete record of all transactions carried out by the Manager and the Investment Adviser for and on behalf of the Segregated Portfolio, copies of any documents generated or received by the Manager and the Investment Adviser in the ordinary course of business pertaining to the Segregated Portfolio or the compensation payable to the Manager and the Investment Adviser.

3.13

The Manager and the Investment Adviser are authorised to give the Prime Broker and Custodians, the Administrator, Execution Brokers, dealers or counterparties (including central clearing counterparties) any instructions on behalf of the Segregated Portfolio, as the case may be, which may be necessary or desirable for the proper performance of the their duties under this Agreement and the Investment Advisory Agreement and the Company (acting for and on behalf of the Segregated Portfolio) will confirm such authority to such parties on request.

3.14

The Company may enter into agreements which require the consent from relevant parties to the recording and retention of telephone conversations with respect to matters pertinent to the management of the Portfolio. The Manager, its directors, officers, employees and agents consent, and will procure that the Investment Adviser, its directors, officers, employees and agents consent, to the recording and retention of such conversations and recognizes that conversations may be recorded without notice.

Soft Dollars and Cash Rebates

4.1

The Manager may, and the Company acknowledges and agrees that the Manager may, in the provision of its services in respect of the Company under this Agreement receive goods or services (“soft dollars”) from a broker or a dealer in consideration of directing transaction business on behalf of the Company to such broker or dealer provided that: (i) the goods or services are of demonstrable benefit to the Company; (ii) the transaction execution is consistent with best execution standards and the brokerage rates paid are not in excess of customary full-service brokerage rates; and (iii) such acceptance would be in compliance with all applicable requirements of any codes and guidelines issued by the SFC from time to time.

4.2

The goods and services referred to in Clause 4(a) shall not include (i) travel, (ii) accommodation, (iii) entertainment, (iv) general administrative goods or services (v) general office equipment or premises, (vi) membership fees, (vii) employee salaries, (viii) direct money payments, or (ix) any other goods and services as may be prescribed from time to time in any code or guideline issued by the SFC.

4.3

The Manager may, and the Company acknowledges and agrees that the Manager may, in the provision of its services in respect of the Company under this Agreement receive and retain cash or money rebates from any broker or dealer provided that the brokerage rates paid are not in excess of customary full service brokerage rates save where prohibited from doing so by applicable laws or regulations.

4.4

The Manager shall provide to the Company:

(a)

on an annual basis, a statement describing its soft dollar practices, including a description of the goods and services received by the Manager; and

(b)

at least twice annually, a quantification of the value of any rebates received.

Representations and Warranties of the Company for and on behalf of the Segregated Portfolio

5.1

The Company, acting for and on behalf of the Segregated Portfolio represents and warrants to the Manager that:

(a)

it is validly existing and is duly empowered and authorised to execute, deliver and perform this Agreement and to give effect to the transactions contemplated hereby;

(b)

this Agreement is binding upon it and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; and

(c)

it has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which it is bound or to which it is subject, in each case, in connection with the execution and performance of this Agreement.

Representations and Warranties of the Manager

6.1

The Manager hereby represents, warrants, covenants and agrees to and with the Company, as of the date hereof and on an ongoing basis, that:

(a)

the Investment Advisory Agreement will not be amended without the prior written consent of the Company;

(b)

information, provided in writing and orally, in respect of the Manager its affiliates, controlling persons, officers, directors, shareholders and employees as provided by the Manager to the Company during the cause of the Company’s due diligence on the Manager and for inclusion or in relation to the Offering Memorandum is accurate in all material respects, and does not omit any information relevant to appointment of the Manager or the management of the Portfolio;

(c)

it is an entity duly organized and validly existing under the laws of the Cayman Islands and is qualified to do business and is in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and in which the failure to so qualify would materially adversely affect its ability to conduct its business activities or those of the Company;

(d)

it has full power and authority to perform its obligations under this Agreement;

(e)

this Agreement has been duly and validly authorized, executed and delivered on behalf of the Manager and is a valid and binding agreement of the Manager enforceable against the Manager in accordance with its terms;

(f)

none of the execution and delivery of this Agreement, the incurring of the obligations set forth in this Agreement and the performance of such obligations will violate, or constitute a breach of or default under, the constitutive documents of the Manager or any agreement or instrument by which it is bound or any order or rule, law or regulation applicable to the Manager of any court or any governmental body or administrative agency or self-regulatory authority having jurisdiction over the Manager;

(g)

there is not pending, or, to the best of the Manager’s knowledge, threatened, any action, suit or proceeding before or by any court or other governmental or self-regulatory authority to which the Manager is a party which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or regulatory status, of the Manager and the Manager is not currently subject to nor has there been threatened against the Manager any investigations by any competent regulatory authority;

(h)

the Manager has complied and will continue to comply with all of its legal and regulatory obligations vis-à-vis all laws and regulations or court and governmental orders by which it is bound or to which it is subject;

(i)

it will promptly, where not prohibited by law from doing so, notify the Company of any material changes in the representations, warranties, covenants and agreements;

(j)

it is, and will continue to be, during its appointment hereunder and the continuance of this Agreement, the holder of all licences, permissions, authorisations and consents required under the laws of any jurisdiction where it is operating, as appropriate, to enable it to perform its duties pursuant to this Agreement; and

(k)

all information and documentation it has provided to the Company, in contemplation of this Agreement is accurate in all material respects and the Manager has not failed or omitted to make disclosure to the Company, of any matter that might reasonably be considered relevant to the Manager’s obligations hereunder or which would be reasonably likely to impact the Company decision to appoint the Manager hereunder or which could reasonably be expected to impact the competence and probity of the Manager.

6.2

The Manager further hereby represents, warrants, covenants, acknowledges and agrees to and with the Company, as of the date hereof and on an ongoing basis, that:

(a)

this Agreement is entered into by the Company for and on behalf of the Segregated Portfolio;

(b)

the Company is a segregated portfolio company established pursuant to the laws of the Cayman Islands and acknowledges and agrees that its rights under this Agreement are subject to the provisions of the laws of the Cayman Islands relating to segregated portfolio companies;

(c)

the Manager’s rights to claim or proceed against the Company, in respect of, or in relation to, any provision of this Agreement are confined, restricted and limited to the assets of the Segregated Portfolio, and, where a liability or obligation of the Company arises, from, in respect of, or in relation to, any provision of this Agreement, the Manager’s rights to pursue the Company in respect of such liability or obligation is confined, restricted and limited to the assets of the Segregated Portfolio;

(d)

no assets shall be transferred at any time from any general account of the Company, which is not attributable to the Segregated Portfolio, to the Segregated Portfolio, in connection with satisfying any claim, liability or obligation arising from, or in relation to, any provision of this Agreement;

(e)

no claims, liabilities or obligations arising from, or in relation to, any provision of this Agreement shall extend, and it shall have no recourse, to any asset of the Company linked, allocated or held on behalf of, another segregated portfolio of the Company, other than the Segregated Portfolio, or to any other assets of the Company;

(f)

if the assets of the Segregated Portfolio (following their realisation and application against any liabilities or obligations arising under any provision of this Agreement) are insufficient to meet any liabilities or obligations arising under any provision of this Agreement, such liabilities and obligations shall be limited to the assets of the Segregated Portfolio and the Manager acknowledges and agrees that the Manager is not entitled to take any further steps against the Company to recover any further sum and no further debt shall be owed by the Company to the Manager, and any such sum or debt which remains outstanding will be extinguished in such circumstances; and

(g)

the terms of this Clause 6.2 applies notwithstanding any other term or provision of this Agreement. The Manager further acknowledges and agrees that all terms and provisions of this Agreement will be construed in accordance with this Clause 6.2.

Obligations of the Company

7.1

The Company acting for and on behalf of the Segregated Portfolio will supply or procure the supply to the Manager of such information as the Manager shall reasonably require to enable it to perform its duties hereunder, including, without limitation, details of the Portfolio.

Restrictions and Requirements

8.1

In carrying out its duties hereunder, the Manager will, and procure that the Investment Adviser will, comply with all instructions of the Company acting for and on behalf of the Segregated Portfolio, to the extent that such instructions are not inconsistent with applicable law. Such instructions may be given by letter, by fax or by email, in each case, signed by an Authorised Officer or by telephone provided that telephone instructions shall be confirmed in writing by an Authorised Officer. The Manager shall not be required to acknowledge the instructions of the Directors, however such instructions may be received as aforementioned.

8.2

Any instruction or stipulation given to the Manager or the Investment Adviser seeking to amend or vary either the terms of this Agreement or the terms of the Investment Advisory Agreement, an amendment to which this Agreement requires the prior agreement of the parties, shall be disregarded by the Manager and the Investment Adviser and shall require the requisite prior agreement of the parties in accordance with this Agreement.

Fees and Expenses

9.1

The Company out of the assets of the Segregated Portfolio shall pay the Manager by way of remuneration for its services hereunder, a management fee calculated and payable in the manner described in Appendix A hereto.

9.2

In addition to the Management Fees referred to in Clause 9.1, the Manager shall be entitled to receive a [performance fee/carried interest] from the Segregated Portfolio calculated and payable in the manner described in Appendix B hereto.

9.3

The Company on behalf of the Segregated Portfolio shall reimburse the Manager such other expenses as are agreed in advance between the Company acting for and on behalf of the Segregated Portfolio and the Manager before such expenses are incurred, but subject thereto the Manager will be solely responsible for its expenses under this Agreement and incurred in negotiating this Agreement and for the fees and expenses of the Investment Adviser, any agents the Manager may appoint pursuant to Clause 3.6, any employees and/or any of its legal, compliance, tax, accounting or other advisers, and any tax liability in relation to its management and [performance fee/carried interest] income accrued or received under this Agreement. All brokerage and floor commissions and fees, option premiums, and other transaction costs and expenses incurred in connection with transactions by and for the Portfolio by the Manager or the Investment Adviser shall be for the account of the Segregated Portfolio.

9.4

[The Company shall direct the Administrator to provide the Investment Adviser (as a delegate of the Manager) within fifteen (15) Business Days of the end of each month the basis for the calculation of the respective fees. The Manager will procure the Investment Adviser to confirm (on behalf of the Manager) whether the calculation is correct and notify the Administrator accordingly.] Once the Administrator has received the necessary confirmation from the Investment Adviser (on behalf of the Manager), the Management Fee will generally be [paid within five (5) Business Days]. This section shall apply mutatis mutandis for [Performance Fee/ /Carried Interest] payments at the end of the relevant financial year.

9.5

If this Agreement is terminated on a date other than at the end of a month, the Management Fee shall be calculated pro rata (on the basis of a 365-day year or 366-day year if a leap year) to the date of termination, and the [Performance Fee/ carried interest] shall be calculated as if the date of termination is the end of a financial year.

9.6

If a Management Fee or [Performance Fee/carried interest] is later determined independently by the Company’s auditors to be incorrect:

(i)

any overpayment to the Manager shall be repaid by the Manager to the Account within fifteen (15) Business Days from the date upon which the overpayment to the Manager is notified to the Manager; the Administrator shall be entitled to set-off such payment against any future fees due to the Manager if such overpayment is not paid within this period;

(ii)

any underpayment to the Manager shall be due and payable to the Manager from the Account within fifteen (15) Business Days from the date upon which the underpayment to the Manager is notified to the Company.

9.7

The Manager may, in its absolute discretion, from time to time waive or rebate all or any part of its fees hereunder to the Segregated Portfolio or to any third party.

10.

Limitation of Liability

10.1

No Indemnified Person or Manager Indemnified Person (as defined below) shall be liable in respect of the negligence, wilful misfeasance, bad faith, reckless disregard, willful default or fraud of any person, firm or company through which transactions in Investments are effected for the Segregated Portfolio, of the Prime Broker and Custodians or any other party having custody or possession of the Portfolio from time to time, or of any clearance or settlement system.

10.2

The Manager will not be liable for any loss howsoever arising except to the extent that such loss is due to the Manager’s Gross Negligence, willful default or fraud in connection with this Agreement. No warranty is given by the Manager or any Manager Indemnified Person as to the performance or profitability of the Portfolio or any part of it. Any such claim shall be brought only against the Manager and no claims shall be brought personally against any other persons involved in the performance of this Agreement, whether actual or deemed agents of the Manager or not.

10.3

The Segregated Portfolio indemnifies and keeps indemnified the Manager and the directors, officers and employees of the Manager, the Investment Adviser and the members, officers and employees of the Investment Adviser (each a “Manager Indemnified Person”) from and against any and all liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against the Manager in its capacity as Manager of the Portfolio, the Investment Adviser in its capacity as Investment Adviser of the Portfolio and against any other Manager Indemnified Person in connection therewith other than those resulting directly or indirectly from a Manager Indemnified Person’s Gross Negligence, willful default or fraud.

10.4

The Manager indemnifies and keeps indemnified the Company and the directors and officers of the Company (each an “Indemnified Person”) from and against any and all liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against the Company acting for and on behalf of the Segregated Portfolio or the directors and officers of the Company arising directly from the Gross Negligence, willful default or fraud of the Manager in connection with this Agreement and/or the Gross Negligence, wilful default or fraud of any of the directors, officers, employees, agents, consultants or affiliates of the Manager in connection with this Agreement.

10.5

An Indemnified Person shall promptly send to the Manager all notices of any claim, summons or writ which it receives from third parties with respect to any matter that may be covered by the indemnity granted by the Manager under Clause [10.4] above and no liability of any sort shall be admitted and no undertaking given nor shall any offer, promise or payment be made or legal expenses incurred by an Indemnified Person in relation to any such claim, summons or writ without the written consent of the Manager who shall be entitled if it so desires to take over and conduct the defence of any action or to prosecute any claim for indemnity or damages or otherwise against any third party.

10.6

Notwithstanding the provisions of this Clause 10, in no case shall the Manager be liable for indirect, special or consequential loss or damage incurred by any Indemnified Person or indemnify in respect of: (A) indirect, special or consequential loss or damage incurred by an Indemnified Person; or (B) any action taken, omitted or suffered by it to be taken or omitted which was taken (or omitted) in accordance with specific instructions, advice or directions of, or on behalf of, the Company.

10.7

The Manager is liable for the acts and omissions of the Investment Adviser in connection with this Agreement and any other entity to which it has delegated any of its duties and/or functions hereunder (subject to the prior written approval of the Company acting for and on behalf of the Segregated Portfolio) as if such acts or omissions were its own, including, for the avoidance of doubt, breach of the terms of the Investment Advisory Agreement and any other agreement entered into by the Manager in respect of the Company or the Segregated Portfolio.

11.

Resignation and Termination

11.1

This Agreement shall continue and remain in force unless and until terminated by a party giving to all other parties not less than thirty [90] days’ written notice PROVIDED THAT this Agreement may be terminated forthwith by notice in writing by a party (the “Notifying Party”), if the Manager (where the Notifying Party is not the Manager) or any of the other parties (where the Notifying Party is the Manager) shall:

(a)

commit any material breach of its obligations under this Agreement and if such breach is capable of being made good, shall fail to make good such breach within [30] days of receipt of written notice from the Notifying Party requiring it so to do; or

(b)

be liquidated or dissolved (except a voluntary liquidation or a voluntary dissolution for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Notifying Party) or be unable to pay its debts as they fall due or commit any act of bankruptcy under the laws of any jurisdiction to which that party may be subject or if a receiver is appointed over any of its assets.

11.2

As soon as a written notice has been served by a Notifying Party pursuant to Clause [11.1] (excluding (a) and (b) of that clause), the Company acting for and on behalf of the Segregated Portfolio, and the Manager will cooperate to ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice during the 30 day period.

11.3

Notwithstanding the foregoing provisions of this Clause, this Agreement will terminate automatically: (i) if the Investment Advisory Agreement terminates or if the Manager otherwise ceases to be able, permitted or authorised to fulfill its obligations under this Agreement as a result of any change in any applicable laws or regulations (ii) on the date on which the Manager ceases to hold a licence by the Cayman Islands Monetary Authority to carry on asset management activities; or (iii) the date on which the Cayman Islands Monetary Authority suspends the Manager’s licence to carry on asset management activities.

11.4

Termination of this Agreement shall be without prejudice to the completion of transactions already initiated. Such transactions will be completed by the Manager as soon as practicable.

11.5

Upon termination in accordance with this Clause, the rights and obligations of the parties under this Agreement shall terminate and be of no future effect, except that Clauses 1, 10, 14, 24, 25 and 26 shall remain in full force and effect.

12.

Conflicts of Interest

12.1

The services of the Manager hereunder are not to be deemed exclusive. The Company acknowledge that the Manager and its directors, officers, employees or Associates may from time to time act as investment adviser, manager, investment manager, director or dealer in relation to, or be otherwise involved in, funds or accounts other than the Company and the Segregated Portfolio which have similar or different objectives to those of the Company and (including investment funds and other vehicles which may invest, directly or indirectly, in the Company and/or in which the Company and the Segregated Portfolio may invest, directly or indirectly). It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interest with the Company and the Segregated Portfolio. Each will, at all times, have regard in such event to its obligations to the Company and the Segregated Portfolio and will endeavour to ensure that such conflicts are resolved fairly. The Manager or any of its Associates or any person connected with the Manager may invest in, directly or indirectly, or manage or advise other investment funds or accounts which invest in assets which may also be purchased or sold by the Company and the Segregated Portfolio. None of the Manager, any of its Associates or any person connected with them shall be under any obligation to offer investment opportunities of which any of them becomes aware to the Company or to account to the Company in respect of (or share with the Company or inform the Company of) any such transaction or any benefit received by any of them from any such transaction, but will allocate such opportunities on an equitable basis between the Company, the Segregated Portfolio and other clients.

12.2

When the Manager has or may have a conflict of interest with the Company or the Segregated Portfolio, it shall take reasonable steps to ensure fair treatment for the Company and the Segregated Portfolio, the steps which it takes being in the absolute discretion of the Manager.

12.3

The Manager will not, and will procure that any Associate of the Manager will not, deal as principal or agent with the Company or the Segregated Portfolio except where dealings are carried out as if effected on normal commercial terms negotiated on an arm’s length basis and provided also that:

(a)

the Manager and any Associate may buy, hold and deal in any Investments upon its individual account notwithstanding that similar Investments may be held by the Company or the Segregated Portfolio and without prior reference to the Company or the Segregated Portfolio; and

(b)

nothing herein contained shall prevent the Manager or any Associate, whether as principal or agent without prior reference to the Company or the Segregated Portfolio from contracting or entering into any financial or other transaction with the Company or the Segregated Portfolio, with any partner or member thereof or with any company or body any of whose shares or securities are held by or for the account of the Company or the Segregated Portfolio or from being interested in any such contract or transaction.

12.4

For the avoidance of doubt, the Manager and any of its directors, employees or their related entities may invest in the Segregated Portfolio through the direct or indirect acquisition of Shares.

12.5

The parties hereto acknowledge that:

(a)

directors, members, officers, agents and shareholders of the Company are or may be interested in the Manager as directors, members, officers, shareholders or otherwise, and that directors, officers, members, shareholders and agents of the Manager and its Associates are or may be interested in the Segregated Portfolio as directors, officers, members, shareholders or otherwise

(b)

no person so interested shall be liable to account for any benefit to the other parties by reason solely of such interest; and

(c)

the services being supplied by the Manager or any of its Associates to the Company acting for and on behalf of the Segregated Portfolio under this Agreement or otherwise may at the option of the Manager or such Associate be supplied through directors, officers, members, shareholders or agents who are so interested.

13.

No Licence

13.1

The Company acting for and on behalf of the Segregated Portfolio and the Manager each acknowledges for the benefit of each of the others that:

(a)

no provision of this Agreement grants any of them any rights, except as contained herein, in any intellectual property belonging to or developed by any of the parties; and

(b)

this Agreement does not constitute a licence in respect of any such intellectual property.

14.

Confidentiality

14.1

The parties shall at all times respect and protect the confidentiality of information acquired in consequence of this Agreement except pursuant to any right or obligation by which the relevant party may be entitled or bound to disclose information under compulsion of law or pursuant to the requirements of competent regulatory authorities.

14.2

Nothing in this Clause 14 shall prevent the disclosure of information by any party to its auditors or legal or other professional advisers in the proper performance of their duties.

14.3

None of the parties hereto shall do or commit any act, matter or thing which would or might prejudice or bring into disrepute in any manner the business or reputation of another party or any director or partner of such party.

14.4

Save as otherwise required by order of any court having lawful jurisdiction or permitted by this Agreement, no party shall disclose or divulge any information received during the performance of this Agreement relating to the business of the others.

14.5

Clause 14 shall not prevent the disclosure of information by any party to its auditors or legal or other professional advisers where reasonably required for the proper performance of their duties, or where required by compulsion of law or pursuant to the requirements of any competent regulatory, tax or other governmental authority. Clause [14.1] shall not apply to information which is in the public domain otherwise than due to a breach of this Clause [14].

14.6

The Manager acknowledges that the Company, in conducting its activities, will be required to disclose certain information (including portfolio information and documentation) to certain advisors and third parties including:

(i)

the Administrator;

(ii)

the existing investors of the Segregated Portfolio; and

(iii)

the potential investors of the Segregated Portfolio to the extent that the information to be disclosed pertains to the gross and net exposure numbers, liquidity and risk profiles and past performance of the Segregated Portfolio [and that no information pertaining to individual investment positions shall be disclosed without the prior consent by the Investment Adviser].

In relation to the above, the Company will take all reasonable measures necessary to ensure that such information remains confidential between the parties concerned and that no such information is used for activities competing with the trading activities of the Manager or the Investment Adviser.

14.7

Neither the Manager nor any of their principals, employees, affiliates or agents shall use, publish, circulate or distribute any material in relation to the Company, or of the Segregated Portfolio nor shall any of the foregoing parties engage in any marketing, sales or promotional activities in connection with the offering of shares in the Segregated Portfolio, except as may be agreed in writing between the Company and the Manager.

15.

Notices

15.1

For the purposes of this clause, but subject to clause [15.4], notice includes any other communication.

15.2

Any notice given hereunder shall be in writing and may be delivered by hand, or sent by fax, email or by pre-paid airmail, courier or first class post (or analogous service provided by a licensed postal operator) as appropriate to the registered office or principal place of business, fax number or email address provided by the party to whom it is addressed or to such other address, fax number or email address as may from time to time be notified to each other party to this Agreement.

Notices given by pre-paid airmail, courier or post as appropriate shall be deemed to have been given seven days after sending or delivery to the courier, as appropriate. Evidence that the notice was properly addressed, stamped and put in the post shall be conclusive evidence that the notice has been sent by post or pre-paid airmail. Evidence that the fax was duly dispatched to the current fax number of the addressee shall be conclusive evidence that the notice has been delivered. Evidence that a notice sent by courier was properly addressed and delivered to the courier shall be conclusive evidence that the notice has been sent. Notices given by hand or fax shall be deemed to have been given when delivered. Notices given by email shall be deemed to have been given when actually received in readable form.

15.3

For the purposes of notices provided under this Agreements, the parties shall use the following details unless notified to the contrary:

If to the Company:

Prestige Global Fund SPC

0xx Xxxxx, Xxxxxxx Xxxxx

000 Xxxxx Xxxxxx Xxxxxx

XX Xxx 00000

Xxxxx Xxxxxx

XX0-0000, Xxxxxx Islands

Phone: x0 000 000 0000

Fax: x0 000 000 0000

Email: xxxx.xxxxx@xxxxxxxxxx.xxx

If to the Manager:

Prestige Global Asset Management Limited

0^xx Xxxxx, Xxxxxxx Xxxxx

000 Xxxxx Xxxxxx Xxxxxx

XX Xxx 00000

Xxxxx Xxxxxx

XX0-0000, Xxxxxx Islands

Phone: x0 000 000 0000

Fax: x0 000 000 0000

Email: xxxx.xxxxx@xxxxxxxxxx.xxx

If to the Administrator:

Equinoxe Alternative Investment Services (Asia) Pte. Limited

000 Xxxxxxxx Xxxx

#00-00

Xxxxxxxxx 000000

Phone: x00 0000 0000

Fax: x00 0000 0000

Email: xxxxxxxx@xxxxxxxxxxx.xxx

15.4

This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.

Assignment

16.1

None of the parties shall assign all or any of its rights or benefits under this Agreement without the prior written consent of the other parties.

17.

Amendments

17.1

No variation of this Agreement shall be effective unless made in writing and signed by the parties hereto.

18.

Reservation of Rights

18.1

The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.

18.2

No failure to exercise nor any delay in exercising by any party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in part.

18.3

No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.

19.

Whole Agreement

19.1

This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

20.

Severability

20.1

If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, such provision shall be deemed to be deleted from this Agreement as if it had not originally been contained in this Agreement and the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected. Notwithstanding the foregoing in the event of such deletion the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.

21.

Force Majeure

21.1

No party shall be responsible for any failure to perform its duties hereunder if and for so long as such failure shall be caused by or directly or indirectly due to war, enemy action, the act or regulation of any government or other competent authority, riot, civil commotion, terrorism, rebellion, xxxxx, xxxxxxx, accident, act of God, fire, lock-out, strike or other cause whether similar or not beyond the control of the relevant party, provided that the relevant party shall use all reasonable efforts to minimise the effects of the same.

22.

Counterparts

22.1

This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement. A party may enter into this Agreement by signing any such counterpart.

23.

No Partnership

23.1

Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or similar relationship between the parties and/or any other person.

24.

Contracts (Rights of Third Parties) Ordinance

24.1

No person other than the parties to this Agreement and the Indemnified Persons solely for the purposes of Clause 10 shall have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or copy the benefit of any provision of this Agreement.

25.

Governing Law

25.1

This Agreement and any non-contractual obligations arising from or connected with it shall be governed by Hong Kong law and this Agreement shall be construed in accordance with Hong Kong law.

26.

Jurisdiction

26.1

In relation to any legal action or proceedings arising out of or in connection with this Agreement (whether arising out of or in connection with contractual or non- contractual obligations) (“Proceedings”), each of the parties irrevocably submits to the non-exclusive jurisdiction of the Hong Kong courts and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.

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IN WITNESS, whereof the parties hereto have caused this Agreement to be signed as of the day and year first above written

/s/ Xxx Xxxxxxx	)
SIGNED BY Xxx Xxxxxxx	)
for and on behalf of	)

PRESTIGE GLOBAL FUND SPC	)
acting for and on behalf of	)
PRESTIGE GLOBAL FUND SP1	)

/s/ Xxx Xxxxxxx SIGNED BY Xxx Xxxxxxx	) )
for and on behalf of	)
PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED	)

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INVESTMENT Management agreement

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