Exhibit 10.10


 


INVESTMENT ADVISORY AGREEMENT


 


Between


 


PRESTIGE GLOBAL ASSET
MANAGEMENT LIMITED


(the “Manager”)


 


and


 


PRESTIGE ASSET MANAGEMENT
LIMITED


(the “Investment Advisor”)


 


in respect of the Prestige Global Allocation Fund


 




     


     


    

 


	CONTENTS
	 	 	 
	1.	Interpretation	1
	2.	Regulatory Status	3
	3.	Appointment of the Investment Advisor	3
	4.	Duties of the Investment Advisor	3
	5.	Delegation	5
	6.	Voting	5
	7.	Execution of Orders and Transactions	5
	8.	Representations and Warranties of the Manager	6
	9.	Representations and Warranties of the Investment Advisor	6
	10.	Manager’s Obligations	6
	11.	Restrictions and Requirements	6
	12.	Fees and Expenses	7
	13.	Limitation of Liability and Indemnity	7
	14.	Resignation and Termination	8
	15.	Conflicts of Interest	9
	16.	Complaints	10
	17.	Market Rules	10
	18.	No Licence	10
	19.	Confidentiality	10
	20.	Notices	11
	21.	Assignment	12
	22.	Amendments	12
	23.	Reservation of Rights	13
	24.	Whole Agreement	13
	25.	Severability	13
	26.	Force Majeure	13
	27.	Counterparts	13
	28.	No Partnership	13
	29.	Contracts (Rights of Third Parties) Ordinance	14
	30.	Governing Law	14
	31.	Jurisdiction	14


 




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THIS AGREEMENT is dated 21st February
2017 and made


 


BETWEEN:


 


		(1)	PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED, (the “Manager”), an exempted company
incorporated in the Cayman Islands with limited liability, having its registered office at 4th Floor, Harbour Place, 103 South Church
Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands; and



 


		(2)	PRESTIGE ASSET MANAGEMENT LIMITED, (the “Investment Advisor”), a limited company formed under the laws of
Hong Kong and having its principal place of business at Suite 5102, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong.



 


BACKGROUND:


 


		(A)	Prestige Global Allocation Fund (the “Company”) is incorporated as an exempted company with limited liability in
the Cayman Islands.



 


		(B)	The Company has appointed the Manager to manage the assets the Portfolio (as defined below).



 


		(C)	The Manager wishes to appoint the Investment Advisor as its delegate to assist in managing the assets
of the Portfolio (as defined below) on a discretionary basis in pursuit of the investment programme and subject to such restrictions and
limits as described in this Agreement, which appointment the Investment Advisor wishes to accept.



 


THE PARTIES AGREE THAT:


 


		1.	Interpretation



 


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



 


“Administrator” means the administrator
appointed by the Company from time to time;


 


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


 


“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;


 


“Authorised Officer”
means any person from time to time designated by the Company and/or the Manager, as the case may be, as authorised to instruct the Investment
Advisor;


 


“Business Day”
means a day (other than a Saturday or a Sunday) on which banks in Hong Kong are authorised to open for normal banking business and/or
such other day or days as the Directors may determine, either generally or in any particular case, provided that where, as a result of
a Number 8 Typhoon Signal, Black Rainstorm Warning or similar event, the period during which banks in Hong Kong are open on any day are
reduced, such day shall not be a Business Day;


 


“Company” means Prestige Global Allocation
Fund;


 


“Custodian” means
such person or persons appointed by the Company as a custodian(s) of the assets of the Company and any sub-custodian duly appointed by
it/them;


 




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


 


“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.


 


“Investments” means
any investment or other asset of any description, the making or acquisition of which is authorised by the Articles, and the private placement
memorandum of the Company dated [ ] (the “Private Placement Memorandum”);


 


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


 


“Net Asset Value” and “Net Asset
Value per Share” are defined in the Private Placement Memorandum;


 


“Notifying Party” has the meaning given
to it in Clause 14.1;


 


“Participating Shares”
means the participating redeemable shares in the capital of the Company issued for and on behalf of the Company in accordance with the
Articles;


 


“Portfolio” means
all the assets and Investments of the Company, as the case may be, including, for the avoidance of doubt, any uninvested cash;


 


	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 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.



 




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		2.	Regulatory Status



 


		2.1	The Investment Advisor is authorised and regulated by Securities and Futures Commission (the “SFC”)
in accordance with the laws of Hong Kong.



 


		3.	Appointment of the Investment Advisor



 


		3.1	The Manager hereby appoints the Investment Advisor to manage and invest
the Portfolio in accordance with its instructions and the Articles and the Private Placement Memorandum or as otherwise agreed between
the Manager and the Company.



 


	3.2	This Agreement shall come into
force upon its due execution by the parties hereto with effect from the date above written.



 


		3.3	Except as expressly provided in Clause 4, or as the Investment Advisor may
be otherwise authorised, the Investment Advisor has no authority to act for or represent the Company and/or the Manager, as appropriate,
and the Investment Advisor shall not be deemed an agent of the Company.



 


		3.4	The Manager may not appoint any other entity as investment advisor (or its
equivalent) in respect of the Portfolio other than the Investment Advisor, except with the prior written consent of the Company.



 


		3.5	In carrying out its duties under this Agreement, the Investment Advisor
may only appoint agents and/or delegates subject to the prior written consent of the Manager.



 


		4.	Duties of the Investment Advisor



 


		4.1	Subject to the Manager’s oversight and review, to Clause 3 and to
the Articles and the Private Placement Memorandum, the Investment Advisor shall have the authority in relation to the execution of investment
decisions made by the Manager and the management and investment of the Portfolio as the delegate of the Manager (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 Company account opening and
any other documentation required to be so negotiated, settled or signed in connection with the execution of transactions in relation to
the Portfolio by the Investment Advisor and otherwise act as the Investment Advisor judges appropriate in relation to the management and
investment of the Portfolio. The Investment Advisor shall have discretion to negotiate, settle and arrange for signing on behalf of the
Company account opening documentation, provided that copies of such documentation are provided to the Company prior to signing.



 


		4.2	The Articles and the Private Placement Memorandum shall not be deemed to
have been breached as a result of any appreciation or depreciation in value, redemptions and subscriptions, changes in interest or exchange
rates or by reason of the receipt of any right, bonus or benefit in the nature of capital or by reason of any other action affecting every
holder of the relevant investment. If any such restrictions are exceeded as a result of such events or otherwise or are breached, the
Investment Advisor shall:



 


		(A)	so notify the Manager, as soon as practicable;



 




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		(B)	acquire or dispose of, as the case may be, no further Investments for the account of the Company as the case may be which at the date
of acquisition or disposal would result in any restrictions being further exceeded or breached; and



 


		(C)	consult with the Manager as to the steps to be taken to remedy the situation,



 


PROVIDED THAT the Investment Advisor shall always be entitled
to acquire or dispose of Investments with a view to remedying any such excess or breach.


 


		4.3	The Investment Advisor is authorised to give the Custodians, the Administrator,
dealers or counterparties (including central clearing counterparties) any instructions on behalf of the Company, which may be necessary
or desirable for the proper performance of the Investment Advisor’s duties under this Agreement and the Manager will use its best
efforts to procure that the Company will confirm such authority to such parties on request.



 


	4.4	The Investment Advisor will,
without prejudice to the generality of the foregoing, also provide the following services:



 


		(A)	analysis of the progress of all Investments and other assets within the Portfolio;



 


		(B)	the provision of the reports notified by the Manager to the Investment Advisor from time to time to the
Company, and the Administrator in accordance with the timelines notified by the Manager to the Investment Advisor from time to time. All
reports will be provided in either an excel spreadsheet or other format as agreed between the Company, and the Investment Advisor or in
such other format as may be reasonably determined by the Company from time to time. The reports provided shall be generated from the internal
systems of the Investment Advisor and not from reports provided by broker(s);



 


		(C)	preparation of material for inclusion in the reports of the Company whenever the Manager shall reasonably require such material;



 


		(D)	keeping or causing to be kept such books, records and statements as shall be necessary to give a complete
record of all transactions which the Investment Advisor carries out for the account of the Company, as appropriate, which the Manager
and the Company and persons authorised in writing by the Company, as appropriate, shall be entitled to inspect at all reasonable times.



 


		4.5	The Investment Advisor 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 Company to meet redemptions of Shares and other outgoings with no less than 30 calendar days’ notice to the Manager
before the month-end date on which such redemption shall be effected.



 


		4.6	In the event that the Investment Advisor shall make any acquisitions or
disposals of any Investments which will or may give rise to any obligations of disclosure imposed on the Company by any applicable legislation
or regulatory requirement with respect to the Company’s interest therein, the Investment Advisor shall notify the Manager or the
Company, as appropriate as soon as possible of the obligation of disclosure and the transaction giving rise to such obligation.



 


		4.7	Without prejudice to the Investment Advisor’s power to give instructions
to any Custodian to transfer cash or securities held by them on behalf of the Company in connection with the settlement of transactions
or for collateral or cash margin management purposes, the Investment Advisor is expressly prohibited from taking or receiving possession
of any of the Investments. The Investment Advisor is not permitted to make payments or transfer securities from an account with any Custodian
to another account which is not maintained in the name of the Company.



 




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		4.8	The Investment Advisor 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 Advisor for and on behalf of the Company, copies of any documents generated
or received by the Manager in the ordinary course of business pertaining to the Company or the compensation payable to the Manager and
the Investment Advisor.



 


		4.9	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 Investment Advisor, its directors, officers, employees and agents consent to the recording and retention of such conversations and
recognizes that conversations may be recorded without notice.



 


		5.	Delegation



 


		5.1	The Investment Advisor may not delegate any of its functions, powers and
duties under this Agreement to any person except with the prior consent of the Manager. In connection with any such delegation, the Investment
Advisor may provide information about the Manager, the Company and/or the Portfolio to the delegate. Except to the extent otherwise agreed
with the Manager or the Company, as applicable, the Investment Advisor shall be responsible for the costs of any such delegation including,
without limitation, any fees and expenses of the delegate.



 


		5.2	The Investment Advisor shall remain liable for the acts and omissions of
its delegates which it would have been liable for under the terms of this Agreement had such acts or omissions been those of the Investment
Advisor committed by it in the performance or non-performance of its obligations under this Agreement.



 


		5.3	Without limitation to the foregoing, the Investment Advisor may engage brokers
for the Company’s account and may also engage third parties to advise in relation to the performance by it of any of the services
to be provided under this Agreement.



 


		6.	Voting



 


The Investment Advisor shall exercise, or refrain from
the exercise of, any voting or other rights attached to the Investments comprised in the Portfolio as the Investment Advisor shall in
its absolute discretion think fit.


 


		7.	Execution of Orders and Transactions



 


		7.1	The parties agree that, when executing transactions in Investments on behalf
of the Company, or placing orders relating to Investments on behalf of the Company with brokers for execution by those brokers, the Investment
Advisor shall (except where there is no choice of execution venue) owe a duty to take all reasonable steps to obtain the best possible
result for the Company, taking into account the terms of the Investment Advisor’s order execution policy, a summary of which has
been provided to the Manager and the Company.



 


		7.2	The Investment Advisor shall maintain an authorized signatory list for the
purposes of instructing the Custodian. The Investment Advisor may modify the authorized signatory list from time to time and must notify
such change to the Manager, and the Company promptly after the modification. Wherever practically feasible, the Investment Advisor shall
use its best efforts to arrange for any instructions to the Custodian to be jointly given by two authorized persons.



 




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	7.3	By signing this Agreement, the
Manager hereby expressly consents to:



 


		(A)	the Investment Advisor’s order execution policy.



 


		7.4	Subject to applicable law and regulations, the Investment Advisor may when
executing transactions in Investments on behalf of the Company or placing orders relating to Investments on behalf of the Company with
brokers for execution by those brokers, aggregate those transactions or orders with those of one or more of the Investment Advisor’s
other clients. The Investment Advisor will allocate aggregated orders on a fair and reasonable basis in accordance with all legal and
regulatory requirements and the Investment Advisor’s order allocation policy. Aggregation may, however, on some occasions operate
to the disadvantage of the Company.



 


		8.	Representations and Warranties of the Manager



 


	8.1	The Manager represents and
warrants 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 connection with the execution and performance of this Agreement.



 


		9.	Representations and Warranties of the Investment Advisor



 


	9.1	The Investment Advisor represents
and warrants that:



 


		(A)	it is validly existing, 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 connection with the execution and performance of this Agreement.



 


		10.	Manager’s Obligations



 


		10.1	The Manager will supply or procure the supply to the Investment Advisor of a copy of the Articles and
the Private Placement Memorandum and all other information as the Investment Advisor shall reasonably require to enable it to perform
its duties hereunder.



 


		11.	Restrictions and Requirements



 


		11.1	In carrying out its duties hereunder, the Investment Advisor shall comply
with all instructions of (i) the Manager and (ii) the Company; in connection therewith to the extent that such instructions are not inconsistent
with applicable law or regulation. Such instructions may be given by letter, 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 Investment Advisor shall
not be required to acknowledge the instructions howsoever such instructions may be received.



 




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		11.2	Any instruction or stipulation given to the Investment Advisor seeking to
amend or vary either the terms of this Agreement, which requires the prior agreement of the relevant parties, shall be disregarded by
the Investment Advisor and shall require the requisite prior agreement of the relevant parties.



 


		12.	Fees and Expenses



 


		12.1	The Manager shall pay to the Investment Advisor by way of remuneration for
its services hereunder such fees as may be agreed from time to time.



 


		12.2	Fees payable pursuant to Clause 12.1 shall be inclusive of any value added
tax payable in relation thereto which, if payable, shall be borne by the Investment Advisor.



 


		12.3	The Investment Advisor may, in its absolute discretion, from time to time
waive or rebate all or any part of its fees hereunder to any third party.



 


		12.4	The Manager shall reimburse to the Investment Advisor such expenses as are
agreed between the Manager and the Investment Advisor, but subject thereto, the Investment Advisor will be responsible for its expenses
under this Agreement and for the fees and expenses of any investment advisor appointed by it, or any person to whom functions and duties
are delegated under Clause 5 but for the avoidance of doubt not the fees of the Custodians, the Administrator, or any auditors, legal
advisors or counterparty appointed by the Company.



 


		12.5	The Investment Advisor will confirm (on behalf of the Manager) whether fee
calculations received from the Administrator are correct and notify the Administrator.



 


		13.	Limitation of Liability and Indemnity



 


		13.1	Save as provided in Clause 5.2 and subject to Clause 13.5 the Investment
Advisor shall not be liable in respect of any act or omission of any person, firm or company through whom transactions in Investments
are effected for the Company’s account, of the Custodians or any other party having custody or possession of the Company’s
assets from time to time, or of any clearance or settlement system.



 


		13.2	Save as provided in Clause 5.2 and subject to Clause 13.5, the Investment
Advisor shall not be liable for any loss howsoever arising except to the extent such loss is due to the Investment Advisor’s Gross
Negligence, wilful default or fraud. No warranty is given by the Investment Advisor as to the performance or profitability of the Portfolio
or any part of the Portfolio. Any such claim shall be brought only against the Investment Advisor and no claims in respect of this Agreement
will be brought personally against any other persons involved in the performance of this Agreement, whether actual or deemed agents of
the Investment Advisor or not.



 


		13.3	Notwithstanding anything to the contrary in this Agreement, the Investment
Advisor shall not be liable for any loss of profits, incidental, indirect or consequential losses or for exemplary or punitive damages.



 


		13.4	The Manager out of its own assets will indemnify and keep indemnified the
Investment Advisor and the members, officers and employees of the Investment Advisor (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 Investment Advisor in its capacity as Investment Advisor of the Portfolio and against any other Indemnified Person other than those
resulting from the Gross Negligence, wilful default or fraud on the part of the Investment Advisor or that of an Indemnified Person.



 




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		13.5	Nothing in this Agreement shall exclude or restrict any duty or liability which the Investment Advisor
may have under applicable law or regulation.



 


		13.6	The parties hereto agree that each Indemnified Person shall be entitled pursuant to the Contracts (Rights
of Third Parties) Ordinance to enforce the terms of this Clause 13.



 


		14.	Resignation and Termination



 


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



 


		14.2	Notwithstanding the foregoing provisions of this Clause 14, this Agreement will terminate automatically
upon the termination for whatever reason of the Investment Management Agreement.



 


	14.3	Notwithstanding the foregoing
provisions of this Clause 14 this Agreement may be terminated forthwith:



 


		(A)	if the Investment Advisor ceases to be appropriately authorised by the SFC;



 


		(B)	by the Investment Advisor giving written notice to the other parties hereto if the SFC requires the Investment Advisor to cease acting
as the Investment Advisor of Portfolio.



 


		14.4	On termination of this Agreement, the Investment Advisor shall be entitled to receive all fees and other
monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination.



 


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



 


		14.6	Upon termination in accordance with this Clause 14, the rights and obligations of the parties under
this Agreement shall terminate and be of no future effect, except that Clauses 1, 13, 19, 29, 30 and 31 shall remain in full force and
effect.



 


		14.7	As soon as written notice has been served by the Notifying Party pursuant to Clause 14.1, the Investment
Advisor will ensure the orderly transfer, liquidation or closing out of all outstanding Investments at the date of such notice and no
further Investments shall be made.



 




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		15.	Conflicts of Interest



 


		15.1	The services of the Investment Advisor hereunder are not to be deemed exclusive.
Each of the Manager and the Company acknowledge that the Investment Advisor and its members, 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 Manager or the Company which have similar or different objectives to those of the Manager or the Company (including
investment funds and other vehicles which may invest, directly or indirectly, in the Company and/or in which the Company may invest, directly
or indirectly). The Manager further acknowledges that one or more Associates of the Investment Advisor and their members, directors, officers
or employees may from time to time act as an investment manager. It is, therefore, possible that any of them may, in the course of business,
have potential conflicts of interest with the Manager or the Company. Each will, at all times, have regard in such event to its obligations
to the Manager and the Company and will endeavour to ensure that such conflicts are resolved fairly.



 


		15.2	The Investment Advisor has a conflicts of interest policy which specifies
the procedures that it follows and the measures that it has adopted in order to identify such conflicts and to avoid or to manage and/or
disclose such conflicts in a way that ensures fair treatment for the Company.



 


		15.3	Subject always to the applicable rules and regulations, the Investment Advisor
or any of its Associates or any person connected with the Investment Advisor 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 Manager or the Company. None of the
Investment Advisor, any of its Associates or any person connected with them is under any obligation to offer investment opportunities
of which any of them becomes aware to the Manager or the Company or to account to the Manager or the Company in respect of (or share with
the Manager or the Company or inform the Manager or 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 and other clients.



 


		15.4	Subject always to the applicable rules and regulations, the Investment Advisor
will not, and will procure that any Associate of the Investment Advisor will not, deal as principal or agent with the Company 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 Investment Advisor and any of its Associates may buy, hold and deal in any Investments upon its individual
account notwithstanding that similar Investments may be held by the Manager or the Company and without prior reference to the Manager
or the Company; and



 


		(B)	nothing herein contained shall prevent the Investment Advisor or any of its Associates, whether as principal
or agent without prior reference to the Manager or the Company from contracting or entering into any financial or other transaction with
any member, partner and/or director of the Manager or the Company, or with any company or body any of whose shares or securities are held
by or for the account of the Investment Advisor, the Manager or the Company or from being interested in any such contract or transaction.



 


		15.5	For the avoidance of doubt, the Investment Advisor and any of its members, officers, employees or their
related entities may invest in the Company through the direct or indirect acquisition of Shares.



 




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	15.6	The parties hereto acknowledge
that:



 


		(A)	directors, members, officers, agents and shareholders of the Manager and/or the Company are or may be
interested in the Investment Advisor as members, officers, employees or otherwise, and that members, directors, officers, and agents of
the Investment Advisor and its Associates are or may be interested in the Manager or the Company 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 Investment Advisor or any of its Associates hereunder or otherwise
may at the option of the Investment Advisor or such Associate be supplied through directors, officers, members, shareholders, employees
or agents who are so interested.



 


		16.	Complaints



 


		16.1	The Investment Advisor has in operation a written procedure for the effective consideration and proper
handling of complaints from customers.



 


	16.2	Any complaints received should
be referred to the compliance officer of the Investment Advisor.



 


		17.	Market Rules



 


		17.1	All transactions in Investments shall be subject to the rules and customs
of the exchange or market and/or any clearing house through which the transactions are executed (if any), so far as they are applicable,
and to any applicable law, rules or regulations. If there is any conflict between this Agreement and any such rules, customs or applicable
law, the latter shall prevail.



 


		18.	No License



 


	18.1	Each of the parties hereto
acknowledge for the benefit of each other that:



 


		(A)	no provision of this Agreement grants either of them any rights, except as contained herein, in any intellectual property belonging
to or developed by the other party; and



 


		(B)	this Agreement does not constitute a license in respect of any such intellectual property.



 


		19.	Confidentiality



 


		19.1	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 to or by which the relevant party may
be entitled or bound to disclose information or under compulsion of law or pursuant to the requirements of competent regulatory authorities.



 


Nothing in this Clause 19 shall prevent
the disclosure of information by any party to its auditors, legal or other professional advisers in the proper performance of their duties.
In addition, the Manager hereby authorizes the Investment Advisor and any delegate appointed pursuant to Clause 5.1 to make available
such information as may be required by any applicable law or regulation to and any regulatory authorities and to any trade repository
or counterparty.


 


		19.2	The Investment Advisor acknowledges that the Manager and 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:



 


		(A)	the Administrator;



 




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		(B)	the existing investors of the Company; and



 


		(C)	the potential investors of the Company 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 relevant Company and that no information pertaining
to individual investment positions shall be disclosed without the prior consent by the Investment Advisor.



 


In relation to the above, the Company
has agreed under the Investment Management Agreement to 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 Advisor.


 


		19.3	Neither the Investment Advisor nor any of their principals, employees, affiliates
or agents shall use, publish, circulate or distribute any material in relation to the Company nor shall any of the foregoing parties engage
in any marketing, sales or promotional activities in connection with the offering of shares in the Company.



 


		19.4	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.



 


		20.	Notices



 


	20.1	For the purposes of this clause,
but subject to Clause 20.2 and20.3, notice includes any other communication.



 


		20.2	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-aid 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.


 


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



 


If to the Company:


 


Prestige Global Allocation Fund


4th Floor, Harbour Place


103 South Church Street


PO Box 10240


Grand Cayman


KY1-1002, Cayman Islands


	 	Phone:	+1 345 949 8599
	 	Fax:	+1 345 949 4451
	 	Email:	fund.admin@prestigefh.com


 




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If to the Manager:


 


Prestige Global Asset Management Limited


4th Floor, Harbour Place


103 South Church Street


PO Box 10240


KY1-1002, Cayman Islands


	 	Phone:	+1 345 949 8599
	 	Fax:	+1 345 949 4451
	 	Email:	fund.admin@prestigefh.com


 


If to the Investment Advisor:


 


Prestige Asset Management Limited


Suite 5102, Cheung Kong Center


2 Queen’s Road Central


Hong Kong


	 	Phone:	+852 2122 8599
	 	Fax:	+852 2122 8589
	 	Email:	fund.admin@prestigefh.com


 


If to the Administrator:


 


Prestige Global Allocation Fund


 


c/o Equinoxe Alternative Investment Services (Asia) Pte.
Limited


112 Robinson Road


#12-02


Singapore 068902


 


Attn: Liam McHugh/ Jenny Halim


	 	Tel No:	+65 6800 9701
	 	Fax No.	+ 65 6222 8407
	 	E-mail:	prestige@equinoxeais.com






 


		20.4	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.



 


		21.	Assignment



 


	21.1	This Agreement may not be assigned
by any party to this Agreement without the written consent of the others.



 


		22.	Amendments



 


	22.1	This Agreement may only be
amended by written agreement between the parties hereto.



 




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		23.	Reservation of Rights



 


		23.1	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.



 


		23.2	No failure to exercise nor any delay in exercising by either 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.



 


		23.3	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.



 


		24.	Whole Agreement



 


		24.1	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.



 


		25.	Severability



 


		25.1	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.



 


		26.	Force Majeure



 


		26.1	Neither 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, storm, tempest, act of God, accident, 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 minimize the effects of the same.



 


		27.	Counterparts



 


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



 


		28.	No Partnership



 


		28.1	Nothing in this Agreement shall constitute or be deemed to constitute any
partnership, joint venture or similar relationship between the parties hereto and/or any other person nor, except as expressly provided
in Clause 4, shall it constitute, or be deemed to constitute, any party the agent of the other party for any purpose.



 




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		29.	Contracts (Rights of Third Parties) Ordinance



 


29.1 No person other than the parties
to this Agreement and the Indemnified Persons solely for the purposes of Clause 13 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


 


		30.	Governing Law



 


		30.1	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.



 


		31.	Jurisdiction



 


		31.1	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 Investment
Advisory Agreement to be signed as of the day and year first above written


 


SIGNED BY /s/ SHI Hongtao


 


for and on behalf of


PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED


 


SIGNED BY /s/ Leung Ka Yee Andrew


 


for and on behalf of


PRESTIGE ASSET MANAGEMENT LIMITED


 


 


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