Exhibit 10.12


 


 


 


 


 


 


 


 


 


 


 


 


 


PRESTIGE
GLOBAL ALLOCATION FUND


(the “Company”)


 


 


and


 


PRESTIGE
GLOBAL ASSET MANAGEMENT LIMITED


(the “Manager”)


 


 


MANAGEMENT AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


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	6
	6.	Representations and Warranties of the Manager	7
	7.	Obligations of the Company	8
	8.	Restrictions and Requirements	8
	9.	Fees and Expenses	8
	10.	Limitation of Liability	9
	11.	Resignation and Termination	10
	12.	Conflicts of Interest	11
	13.	No Licence	12
	14.	Confidentiality	12
	15.	Regulatory Status	13
	16.	Notices	13
	17.	Assignment	14
	18.	Amendments	15
	19.	Reservation of Rights	15
	20.	Whole Agreement	15
	21.	Severability	15
	22.	Force Majeure	15
	23.	Counterparts	15
	24.	No Partnership	15
	25.	Contracts (Rights of Third Parties) Ordinance	16
	26.	Governing Law	16
	27.	Jurisdiction	16


  




     


     


    

 


THIS AGREEMENT is dated 21st
February 2017 and made


  


BETWEEN:


 


		(1)	PRESTIGE
GLOBAL ALLOCATION FUND (the “Company”), [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]1;



 


		(2)	PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED, 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 (the “Manager”).



 


BACKGROUND:


 


		(A)	The Company wishes to appoint the Manager to act as manager of the Company and to authorise the
Manager to appoint the Investment Advisor to manage and invest the assets of the Company, on the terms set out in this Agreement,
which appointment the Manager wishes to accept.



 


		(B)	The Manager is exempt from the requirement to be licensed pursuant to the Securities Investment
Business Law of the Cayman Islands (“SIBL”) on the basis that it registered with the Cayman Islands Monetary
Authority (“CIMA”) as an excluded person pursuant to the requirements of SIBL.



 


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 any such person as persons(s) appointed by the Company (as administrator of the Company from time to time;


 


“Agreement”
means this Agreement


 


“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;


 


“Authorised Officer”
means any person from time to time designated by the Company as authorised to instruct the Manager;


 


“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;


 


 






		1	Details TBC



 






    1


     


    

 


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


 


“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;


 


“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 Advisor”
means Prestige Asset Management Limited, and/or any other person the Manager may appoint as investment advisor (or equivalent)
from time to time to manage and invest all or any part of the Portfolio of the Company 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 Advisor to manage and invest all or any part of the Portfolio of the Company 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, and the
Private Placement Memorandum (as defined below);


 


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


 


“Net Asset Value”
means the net asset value of the Company, as the case may be, determined in accordance with the Articles and the Private Placement
Memorandum;


 


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


 


“Participating Shares”
means redeemable participating shares in the Company as issued by the Company 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 C;


 


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


 


“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.



 






    2


     


    

 


		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.



 


		2.	Appointment of the Manager



 


		2.1	The Company hereby appoints the Manager:



 


		(a)	to act as the manager in respect of the Company subject to the overall control and supervision
of the Directors; and



 


		(b)	to appoint the Investment Advisor as investment advisor in respect of the Portfolio to manage and
invest the Portfolio, on a discretionary basis, in pursuit of the Articles and the private placement memorandum (“Private
Placement Memorandum”) of the Company 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 the Manager shall not be deemed an agent of the Company.



 


		3.	Duties of the Manager



 


		3.1	Subject to the overall control and supervision of the Directors, the Manager shall act as manager
of the Company 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 Private Placement Memorandum, and the Articles:



 


		(a)	borrow or raise monies for the account of the Company, 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;



 






    3


     


    

 


		(b)	open, maintain and close bank accounts, brokerage accounts and custody accounts in the name of
the Company 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 and exercise all rights of the Company 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 Company;



 


		(e)	organize one or more corporations formed to hold record title, as nominee for the Company, to investments
or funds attributable to the Company;



 


		(f)	engage personnel (whether part-time or full-time), lawyers and independent accountants, analysts,
traders, or such other persons with respect to the Company 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 Manager may deem necessary or advisable in connection with the maintenance
and administration of the Company, including without limitation, communicating with investors and potential investors in the Company,
preparing or causing to be prepared reports, financial statements and other communications with investors;



 


		(i)	permit, where the Manager deems appropriate, the acceptance of late subscription requests and funds;
and



 


		(j)	authorize any employee or other agent of the Manager or agent or employee of the Company to act
for and on behalf of the Company in all matters incidental to the foregoing.



 


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



 


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



 


		3.4	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 Advisor 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 Advisor pursuant to the Investment Advisory Agreement.



 






    4


     


    

 


		3.5	The Manager is hereby authorised to delegate to the Investment Advisor 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 for the account of the Company 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 Advisor and otherwise
act as the Investment Advisor judges appropriate in relation to the management and investment of the Portfolio subject to the terms
of the Investment Advisory Agreement.



 


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



 


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



 


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


 


		3.9	The Manager acknowledges that additional cash may be added to the Portfolio with prior notice to
the Manager and subject to the subscription procedure as prescribed in the Private Placement Memorandum and cash or other assets
may be withdrawn from the Portfolio to enable the Company to meet redemptions of Participating Shares and other outgoings as prescribed
in the Private Placement Memorandum with prior written notice to the Manager before the month-end date on which such redemption
shall be effected.



 


		3.10	The Manager may give instructions to any Custodian to transfer cash or Investments held by them
for the account of the Company in connection with the settlement of transactions or for collateral or cash margin management purposes.



 


		3.11	Notwithstanding Clause 3.10, 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 Custodian
to another account which is not maintained in the name of the Company.



 


		3.12	The Manager will, or will procure that 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 the account of the Company,
copies of any documents generated or received by the Manager and the Investment Advisor in the ordinary course of business pertaining
to the Company or the Portfolio or the compensation payable to the Manager and the Investment Advisor.



 






    5


     


    

 


		3.13	The Manager and the Investment Advisor are authorised to give the Custodian, the Administrator,
dealers or counterparties (including central clearing counterparties) any instructions for the account of the Company, 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 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 each consent, and will procure that the Investment Advisor, its directors, officers, employees and agents each consent,
to the recording and retention of such conversations and that such conversations may be recorded without notice.



 


		4.	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 4.4(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.



 


		5.	Representations
                                         and Warranties of the Company



 


		5.1	The Company 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;



 






    6


     


    

 


		(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.



 


		6.	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 Private Placement 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;



 






    7


     


    

 


		(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.



 


		7.	Obligations
                                         of the Company



 


		7.1	The Company 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.



 


		8.	Restrictions and Requirements



 


		8.1	In carrying out its duties hereunder, the Manager will, and procure that the Investment Advisor
will, comply with all instructions of the Company 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 Advisor seeking to amend
or vary either the terms of this Agreement or the terms of the Investment Advisory Agreement, being an amendment which requires
the prior agreement of the relevant parties, shall be disregarded by the Manager and the Investment Advisor unless the requisite
prior agreement of the relevant parties has been provided.



 


		9.	Fees and Expenses



 


		9.1	The Company shall pay the Manager by way of remuneration for its services hereunder, the relevant
management fee calculated and payable in the manner described in Appendix B 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 in respect of the Portfolio calculated and payable in the manner described in Appendix C hereto.



 


		9.3	The Company shall reimburse the Manager such other expenses as are agreed in advance between the
Company and the Manager before such expenses are incurred, but the Manager agrees that it 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 Advisor, 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 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 Advisor shall be for the account of the Company.



 






    8


     


    

 


		9.4	The Company shall direct the Administrator to provide the Investment Advisor (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 Advisor 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 Advisor (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 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 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 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 Company 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 Company 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 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 Portfolio, of the 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 any Portfolio or any part of any Portfolio.
Any claim brought pursuant to this Agreement 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 Company indemnifies and keeps indemnified the Manager and the directors, officers and employees
of the Manager, the Investment Advisor and the members, officers and employees of the Investment Advisor (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 Company, the Investment Advisor in its capacity as
Investment Advisor 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.



 






    9


     


    

 


		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 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 Advisor 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) 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.



 


		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 ninety 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 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 90 day period.



 






    10


     


    

 


		11.3	Notwithstanding the foregoing provisions of this Clause, this Agreement will terminate automatically:
(i) if the Manager 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 be registered as an excluded person
with CIMA for the purposes of SIBL; (iii) the date on which the Securities and Futures Commission (the “SFC”)
suspends the Investment Advisor’s licence to carry on type 4 (advising on securities) and 9 (asset management) regulated
activities licensed by the SFC under the Securities and Futures Ordinance of Hong Kong (the “Licence”); or (iv)
the date on which the Investment Advisor ceases to hold the Licence.



 


		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, 25, 26 and 27 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 advisor, manager, investment
manager, director or dealer in relation to, or be otherwise involved in, funds or accounts other than the Company 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 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. Each will, at all times, have regard
in such event to its obligations to the Company 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. 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 and other clients.



 


		12.2	When the Manager has or may have a conflict of interest with the Company, it shall take reasonable
steps to ensure fair treatment for the Company, 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 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 and without prior reference to the Company; and



 


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



 






    11


     


    

 


		12.4	For the avoidance of doubt, the Manager and any of its directors, employees or their related entities
may invest in the Company 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 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 Manager or any of its Associates to the Company 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 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.



 






    12


     


    

 


		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 Participating Shareholders; and



 


		(iii)	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 Company.



 


The Company agrees 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 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 Advisor.


 


		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 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, except as may be agreed in writing between
the Company and the Manager.



 


		15.	Regulatory Status



 


		15.1	The Company confirms that it has submitted an application for registration as a regulated mutual
fund to the CIMA under Section 4(3) of the Mutual Funds Law of the Cayman Islands and therefore will be a sophisticated person
for the purposes of the SIBL. The Company shall notify the Manger immediately if such application is accepted or rejected and,
if accepted, if the Company ceases to be a sophisticated person for the purposes of SIBL.



 


		15.2	The Manger falls within the definition of excluded persons for the purposes of SIBL and does not require any form of license
to provide its services under this Agreement.



 


		16.	Notices



 


		16.1	Subject to Clause 16.3, 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.


 






    13


     


    

 


		16.2	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


 


If to the Manager:


 


Prestige Global Asset Management
Limited


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


 


If to the Administrator:


 


Equinoxe Alternative Investment
Services (Asia) Pte. Limited


112 Robinson Road


#12-02


Singapore 068902


Phone:    +65 6800 9701


Fax:         + 65 6222 8407


 


Email:      prestige@equinoxeais.com


 


		16.3	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.



 


		17.	Assignment



 


		17.1	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.



 






    14


     


    

 


		18.	Amendments



 


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



 


		19.	Reservation of Rights



 


		19.1	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.



 


		19.2	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.



 


		19.3	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.



 


		20.	Whole Agreement



 


		20.1	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.



 


		21.	Severability



 


		21.1	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.



 


		22.	Force Majeure



 


		22.1	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, storm, tempest, 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.



 


		23.	Counterparts



 


		23.1	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.



 


		24.	No Partnership



 


		24.1	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.



 






    15


     


    

 


		25.	Contracts (Rights of Third Parties) Ordinance



 


		25.1	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.



 


		26.	Governing Law



 


		26.1	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.



 


		27.	Jurisdiction



 


		27.1	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.



 


[remainder of page left intentionally
blank]


 




    16


     


    

 


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


 


	/s/
    SHI Hongtao	 
	SIGNED BY SHI Hongtao	)
	for and on behalf of	)
	PRESTIGE GLOBAL ALLOCATION FUND	)
	 	 
	

                                    /s/ LEUNG Ka Yee Andrew
	 
	SIGNED BY LEUNG Ka Yee Andrew	)
	for and on behalf of	)
	PRESTIGE GLOBAL ASSET MANAGEMENT LIMITED	)