XYZ

TERMS OF REFERENCE OF THE INVESTMENT COMMITTEE

DECEMBER 2013
1. Definitions

i. In these Terms of Reference, the following terms shall, unless otherwise expressly
defined for any specific purpose or part/s hereof or unless the context otherwise
requires, have the meanings respectively assigned to them hereunder:

“Articles” or “Articles of means the Memorandum and Articles of Association of

Association” the Company, as may be amended or replaced from time
to time;

“Board of Directors” or means the Board of Directors of the Company, for the
“Board” time being, including any committee thereof (but
excluding the Investment Committee and any Sub-
Investment Committee);

“Chairman” means the Chairman of the Investment Committee if

appointed;

“Company” means XYZ

“Compliance Officer” means the person for the time being acting as the
Company’s compliance officer;

“Core Member” means a Member who is also a Director of the Company;

“Fund” means a collective investment scheme (or, in the case of

an umbrella scheme, the relevant sub-fund) in respect of
which the Company is appointed to act as investment
manager;

“Fund Documents” means the Offering Document and the memorandum and
articles of association or constitutional document related
to the relevant Fund and the collective investment
scheme licence under which such Fund is operated
(including the licence conditions attached thereto);

“Investment Advisor” means an officer or employee of the Company to whom

advisory work, including research and analysis, [in
relation to a Fund] is delegated in accordance with
Section 9 hereof;

“Investment Committee” or means the investment committee established by the

“Committee” Board to perform the functions assigned to it in terms of
these Terms of Reference, composed of the Members;

“Investment Guidelines” means the investment guidelines established by the

Investment Committee from time to time in respect of a
Fund in accordance with these Terms of Reference and
the relevant Fund’s Offering Document;

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“Laws” means the laws of Malta (including delegated legislation
and rules and regulations of any competent authority)
and any other applicable laws and regulations for the
time being in force, including without limitation the
Investment Services Act (Chapter 370 of the Laws of
Malta) and any rules and regulations made thereunder;

“Portfolio Manager” means the Member to whom the day-to-day investment

management of the assets of a Fund is delegated in
accordance with Section 9 hereof.

“Member/s” means the members of the Investment Committee

appointed by the Board from time to time;

“Minutes” means the minutes related to the Investment

Committee’s meetings and resolutions;

“MLRO” means the person for the time being acting as the
Company’s money laundering reporting officer;

“MFSA” means the Malta Financial Services Authority;

“Offering Document” means the latest updated version of the offering

document (including any supplements and updates)
issued in respect of the offer of units in the relevant
Fund;

“Secretary” means the Secretary of the Investment Committee for the

time being appointed;

“Service Provider” means the administrator, the custodian, the prime

broker/s, and/or the broker/s, the investment advisor, the
NAV calculator, the Fund’s money laundering reporting
officer and compliance officer, and any other service
provider appointed in respect of the relevant Fund, or any
of them, as the context may require (excluding the
Company);

“Sub-Investment means the ad hoc sub-investment committee, consisting

Committee” or “Sub-IC” of the Core Members and one or more other Members,
appointed in respect of a particular Fund in accordance
with Section 4 hereof;

“Sub-Manager” means the third party to whom the day-to-day

investment management of the assets of a Fund is
delegated in accordance with Section 9 hereof;

“Terms of Reference” means these terms of reference, as approved by the

Board of Directors.

ii. Save to the extent that the context or the express provisions otherwise require, in
these Terms of Reference: words importing any gender include all other genders;
words importing the singular number only include the plural number and vice versa;
words which import the whole are to be treated as including reference to any part of
the whole; words importing individuals include legal persons and vice versa;
references to these Terms of Reference or to any other document are to be

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 construed as reference to these Terms of Reference or to that other document as
modified, amended, varied, supplemented, assigned, novated or replaced from time
to time; any reference to a Section or Annex is to the relevant Section or Annex of
these Terms of Reference; reference to any statute or statutory provision (including
any subsidiary or delegated legislation) includes any statute or statutory provision
which amends, extends, consolidates or replaces the same, or which has been
amended, extended, consolidated or replaced by the same, and includes any orders,
legislation, instruments or other subordinate legislation made under the relevant
statute or statutory provision; and any phrase introduced by the words “including”,
“include”, “in particular” or any similar expression is to be construed as illustrative
only and shall not be construed as limiting the generality of any preceding words.
iii. The headings in these Terms of Reference are for convenience only and shall not
affect the construction or interpretation thereof.

2.1 The Investment Committee

The Investment Committee shall be established by the Board of Directors of the
Company. The Investment Committee shall comprise at least three (3) persons
(“Members”) at all times. The maximum number of Members shall be nine (9). The
Members may (but are not required to) be Directors, or officers of the Company.

2.2 Licence Conditions

The Company will be subject to the Standard Licence Conditions included in Part B I
of the Investment Services Rules for Investment Service Providers including the
supplementary conditions applicable to Fund Management Companies

The Investment Committee – The Authority is approving the current Investment

Committee subject to the following restrictions:

• The Investment Committee members are not being individually approved by the
authority but they are being approved as a set-up, only after having considered
the different yet complementary expertise that they can inject in the Investment
Committee;

• The Investment Committee is solely being authorised to provide investment

management to Collective Investment Schemers with such schemes being
Professional Investor Funds; and

• The Investment Committee is approved solely for the management of the

Abundance and Prosperity SICAV plc. and its sub-fund, the A&P Exploration,
Mining and Commodities Fund (which are yet to be licensed by the MFSA). The
Investment Committee competence and set-up will need to be considered if
additional mandates of CISs are awarded to the Company;

The Authority is to keep the Authority updated regarding any additional mandates of
collective investment schemes, including any changes in its operational setup. IN this
regard the MFSA reserves the right to review the staff operational arrangements on
an on-going basis, keeping into consideration the volume of the Company’s business
and the clients being serviced.

3. Role of the Investment Committee

The role of the Investment Committee shall be as defined in these Terms of
Reference. The Investment Committee shall be comprised of MFSA approved persons
who may be appointed from time to time by the Board of Directors of the Company,
in accordance with the Company’s Articles.

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 The Investment Committee’s duty shall be to undertake the investment decisions in
relation to any sub-funds, to make recommendations in relation to investments, to
advise and liaise to the Board and/or to review and approve recommendations made
by any Investment Advisor appointed by the Company (if any) and to otherwise
perform such other functions as described herein and/or as may be assigned to them
from time to time by the Board, in relation to the Fund/s in respect of which the
Company is appointed to act as investment manager, and which shall include the
following:

(1) to undertake investment decisions in relation to any sub-funds;

(2) to monitor and review the investment policy of the Funds;
(2) to establish and review guidelines for investments by the Funds (“Investment
Guidelines”);
(3) to issue rules for stock and other asset selection where applicable;
(4) to set up the portfolio structure and asset allocation;and
(5) to make recommendations to the Board of Directors of the Company.

In addition, the Investment Committee shall:

a. monitor the activities of the Portfolio Manager/s, Sub-Manager/s, Investment

Advisor/s and Sub Investment Committee/s (if any);
b. report to the Board on the performance of the Fund/s under management on
a quarterly basis and whenever the Board so requests;
c. report to the Board on the adequacy of the Fund’s investment strategy and
policy to meet the Fund’s investment objective(s) as set out in the relevant
Fund’s Documents, and where necessary or appropriate, recommend to the
Board any changes to the Fund’s investment strategy and/or policy;
d. maintain, keep and submit to the Board records regarding the process and
exercise of the investment management functions of the Committee and the
Portfolio Manager/s, Sub-Manager/s and Sub Investment Committee/s;
e. report to the Board and the Compliance Officer, any breach of these Terms
of Reference, the terms of appointment of the Portfolio Manager/s), Sub-
Manager, Investment Advisor or /Sub Investment Committee/s, the Fund
Documents , or the Laws, immediately upon becoming aware thereof;
The reports and records referred to in paragraphs (c), and (e) shall be submitted to
the Board, at least on an annual basis, and whenever the Board so requests.

i. The Investment Committee shall cooperate with and provide the Board, the
Compliance Officer, the MLRO and any authorised Service Provider, with such
information and documentation as the Board, Compliance Officer, MLRO or
authorised Service Provider may require for the performance of their respective
functions in respect of the Company or the relevant Fund.
ii. Each Member undertakes to exercise care, diligence and skill in performing its role as
a Member of the Investment Committee and to use all relevant knowledge, skill or
competence that the Member may possess to the benefit of the Fund.
iii. Except to the extent not already or otherwise expressly provided for herein and
subject to the instructions and directions which may be given by the Board from time
to time, the Investment Committee shall regulate its own proceedings.

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4. Appointment
The Board of the Company shall appoint the Members of Investment Committee by
Board Resolution from time to time.

iv. The appointment of a Member shall be for an indefinite period, until such Member is
removed, replaced or resigns in accordance with Section 15.

Sub Investment Committee/s

The Directors may opt to create an ad hoc Sub Investment Committee for any
particular Fund, consisting of the Core Members and one or more other Investment
Committee Member/s who will be appointed [subject to MFSA approval] for that
particular Fund under management. Unless otherwise provided herein or in the terms
of appointment of any Sub Investment Committee, these Terms of Reference shall
apply mutatis mutandis to such Sub Investment Committee.

5. Remuneration
Members of the Investment Committee are entitled to such remuneration as may be
established by the Directors from time to time; the remuneration is subject to review
on a yearly basis by the Board of Directors (and may be varied in view of the Fund/s
under management at the relevant time and the fee structure agreed upon between
the Company and such Fund/s).

6. Meetings
The Investment Committee, may meet together for the dispatch of business, adjourn
and otherwise regulate their meetings as they think fit subject to the proviso that the
Investment Committee shall meet as frequently as necessary or appropriate,
considering the nature of the relevant Fund/s’ investment policy and at least
quarterly in Malta.

Every Member shall have one vote. Questions arising at any meeting and any
resolution put to the vote of the Investment Committee shall be determined
unanimously by the members present at the meeting. There cannot be an equality of
votes, as all members would need to agree. A member of the Investment Committee
may, and the Secretary on the requisition of an Investment Committee member or
the Board shall, at any time summon a meeting of the Investment Committee.

The Secretary shall ensure that proper notices are given of all meetings and shall
provide the members of the Investment Committee with at least 21 days’ written
notice of meeting. This notice requirement may be waived in the case of an
extraordinary meeting called by the Board where members of the Investment
Committee agreeing to waive any notice requirement or if all the members of the
Investment Committee entitled to receive notice have waived notice of the meeting
or have agreed to a shorter notice period for the meeting. Where approved by the
Board, a member of the Investment Committee may participate in a meeting by
telephone or video conference facilities or other electronic communications
equipment by means of which all persons participating in the meeting can hear each
other speak and such participation in a meeting shall constitute presence in person at
the meeting.

The Investment Committee may from time to time decide to elect or remove a
chairman and, if they think fit a deputy chairman and determine the period for which
they respectively are to hold office.

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 7. Quorum
The quorum necessary for the transaction of business of the Investment Committee
may be fixed by the Investment Committee, and unless so fixed at any other
number, a quorum of three (3) members present shall be required.

8. Records
The Secretary shall be responsible for keeping:

a) the minute book of meetings of the Investment Committee.

b) such other registers and records as the Secretary may be required to keep by the
Board of Directors in relation to the Investment Committee, including, but not limited
to reports and others documents.
The Minutes of the Investment Committee meetings shall be made available for
inspection, at any time, upon request, to the Compliance Officer and the MLRO, and the
authorised Service Providers of the Fund such that the Compliance Officer and MLRO and
the authorised Service Providers of the Fund are in a position to perform their respective
duties in relation to the Company and the relevant Fund.
The Investment Committee shall submit copies of the Minutes to the Board and shall
cause the Minutes to be kept in Malta at the registered office of the Company and to be
made available for review and inspection, upon MFSA’s request.

9. Delegation
Subject to the Company’s licence conditions and policy on outsourcing and the MFSA’s
approval prior consent, the Investment Committee may delegate the day-to-day investment
management of the assets of any of the Funds to a third party investment manager who is
duly authorised in a recognised jurisdiction (the “Sub-Manager”), or to a Member of the
Investment Committee (the “Portfolio Manager”) and may delegate advisory work, including
research and analysis, to an officer or employee of the Company (the “Investment Adviser”).
Any Portfolio Manager, Sub-Manager and Investment Advisor, will undertake the duties
delegated to him subject to the review of the Investment Committee and within the
guidelines set by the Investment Committee and in accordance with the applicable
investment objectives, policy and restrictions described in the Offering Document of the Fund
in question. The role of any appointed Investment Advisor shall not act to limit the duties of
the Investment Committee set out at Section 3 above.
The role of a Portfolio Manager or Sub-Manager (as the case may be) shall be to effect the
day-to-day transactions within the Investment Guidelines set by the Investment Committee,
and in accordance with the Fund’s investment objective(s), policy and restrictions, as
described in the Fund’s Offering Document.
In performing his functions, the Committee shall require the Portfolio Manager / Sub-Manager
to:
(i) carry out the necessary controls and checks to ensure that the Investment Guidelines
and the Fund’s investment objective(s), policy and restrictions, as described in the
Offering Document, are being adhered to. Such controls and checks shall include a
confirmation of adherence to such Investment Guidelines and the Fund’s investment
objective(s), policy and restrictions, signed by the Portfolio Manager/Sub-Manager, in
relation to any transactions effected on behalf of the relevant Fund;
(ii) report to the Investment Committee on any transactions effected on behalf of the
relevant Fund, on a regular basis and whenever the Committee so requests;
(iii) maintain and keep records regarding the process and exercise of the investment
management functions of the Portfolio Manager / Sub-Manager, and submit such
records to the Committee at least on an annual basis, and whenever the Committee
so requests;

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 (iv) report to the Committee, any breach of these Terms of Reference, the terms of
appointment of the Portfolio Manager/Sub-manager, the Fund Documents or the
Laws, immediately upon becoming aware thereof;
The Portfolio Manager / Sub-Manager shall cooperate with and provide the Board, the
Investment Committee, the Compliance Officer, the MLRO and any authorised Service Provider,
with such information and documentation as the Board, Investment Committee, Compliance
Officer, MLRO or authorised Service Provider may require for the performance of their
respective functions in respect of the Company or the Fund (as the case may be).

Where no Sub-Manager or Portfolio Manager is appointed in respect of any Fund for the time
being, the Investment Committee shall itself perform the day-to-day investment management
functions regarding such Fund.

10. Duties

At least quarterly, the Committee will:

(i) review the status in the relevant development projects of the various Funds, where
applicable;
(ii) review the liquidity and cash flow positions of the Funds;
(iii) review the recent investment activity;
(iv) review Fund performance and portfolio risk profiles;
(v) review and approve internal processes of the Investment Committee, as applicable,
relating to investment transactions, including the documentation required to be completed
and records to be maintained

11. Sufficient Resources

The Investment Committee shall on a continuing basis ensure that it has sufficient
management resources to effectively perform its functions and role as described herein. The
Investment Committee is authorised by the Board to obtain internal and external legal or
other professional advice and to secure the attendance at meetings of third parties with
relevant experience and expertise, if it reasonably considers this necessary, at the Company's
expense (without prejudice to the Company’s entitlement to be reimbursed for such expenses
by the relevant Fund/s).
The Investment Committee shall ensure that on-going access to market information is
available to ensure that the Members are in a position to take investment management
decisions.
Provided that where the Investment Committee has delegated the day to day
management functions in relation to a Fund to a Portfolio Manager:
(i) such Portfolio Managerif any, shall ensure that it has sufficient management
resources to effectively perform its day-to-day investment management function and
role as described in these Terms of Reference; and
(ii) such Portfolio Manager shall ensure that it has ongoing access to market
information to support its day-to-day investment management decisions.

12. Code of Conduct

The Investment Committee shall at all times act with honesty, fairly and with integrity
in the best interests of the Fund/s, and the Fund/s’ unit holders. Such action shall
include avoiding conflicts of interest (in accordance with Section 14 below) where
possible or ensuring by way of disclosure, internal procedures or otherwise, that
Fund/s and Fund investors are treated fairly. Such action will also include the
following:

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 (1) The Investment Committee shall avoid any claim of independence or
impartiality which is untrue of misleading.

(2) The Investment Committee shall avoid making misleading or deceptive

representations.

13. Resolutions in writing

A resolution in writing signed by all the members of the Investment Committee for
the time being entitled to receive notice of and to attend and vote in respect of such
resolution at any meeting of the Investment Committee shall be valid and effectual
as if it had been passed at a meeting of the relevant body duly convened and held.

Several distinct copies (including fax copies) of the same document or resolution
signed separately by one or more of the members of the Investment Committee shall
when placed together (provided that there are the signatures of each of the
members of the Investment Committee as aforesaid on any of such distinct copies)
constitute one single document or resolution.

14. Conflict of Interest

i. Current and/or future Members and/or Portfolio Manager(s) are/or may be involved
in other financial, brokerage, investment or other professional activities which, in the
course of their business, will or may on occasion give rise to conflicts of interest with
the Company and/or one or more Funds. Such persons shall remain at liberty to
undertake such business independently of their involvement with the Company or the
Fund concerned. In such circumstances, however, such persons will have
appropriate regard to their respective obligations at law or under the agreements or
arrangements appointing them, to act in the best interests of the Company or the
relevant Fund/s and the relevant Fund/s’ unit holders (as the case may be), so far as
practicable having regard to their obligations to other clients or Funds, when
potential conflicts of interest may arise.

ii. Where a Member considers that he has or may have a conflict of interest:
a. that person should declare that interest to the other Members either at the
Committee meeting at which the issue in relation to which he has an interest
first arises, or if the Member was not at the date of such meeting interested
in the issue, at the next Committee meeting held after he became so
interested;
b. unless otherwise agreed to by the other Members, a Member shall avoid
entering into discussions in respect of any contract or arrangement in which
he is interested and should withdraw from the meeting while the matter in
which he has an interest is being discussed;
c. the interested member should not vote at a Meeting in respect of any
contract or arrangement in which he is interested, and if he shall do so,
his/her vote shall not be counted in the quorum present at the Meeting
(provided that where an interested member abstains from voting on any
decision or resolution related to any contract or arrangement in which he is
interested, unanimity of votes shall be achieved if the decision is taken or the
resolution is passed by all other Members present at the meeting);
d. the Minutes of the Committee meeting should accurately record the sequence
of such events.

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 For the avoidance of doubt, a Member and/or a Portfolio Manager may hold shares in
the Company or units in any Fund or be interested through shareholding, directorship
or otherwise in a shareholder of the Company or unit holder of any Fund, and such
Member and/or a Portfolio Manager shall not be deemed to have a conflict of interest
or to be interested in any matter, contract or arrangement, solely by reason of
his/her being a shareholder / unit holder or being interested in a shareholder / unit
holder of the Company as aforesaid.

15. Resignation, Removal and Replacement

The office of Investment Committee Member shall be vacated by a member in any of
the following events, namely:

(1) if he resigns his office by giving six weeks notice in writing signed by him and
delivered to the registered office of the Company;

(2) if he is interdicted or incapacitated or adjudged bankrupt;

(2) if he has been convicted of any of the crimes affecting public trust or of
knowingly receiving property obtained by theft or fraud;

(4) if he ceases to be a member of the Investment Committee by virtue of, or

becomes prohibited from being a director by reason of, an order made under the
provisions of any law or enactment;

(3) if he is removed from office by an Ordinary Resolution of the Board; or

(4) if the Member commits a breach of these Terms of Reference, the Laws or any
Fund Documents and, if such breach is capable of remedy, fails, within seven (7)
days of receipt of notice served by the Board requiring it to do so, to make good
such breach;
The Malta Financial Services Authority (“MFSA”) will be notified of the departure of
any member of the Investment Committee, in accordance with the Laws.

The Company shall obtain the written consent of the MFSA before any appointment
or replacement of a Member is made, in accordance with the Laws.

16. Secretary
The Secretary shall be appointed by the Directors. Anything required or authorized
to be done by the Secretary may, if the office is vacant or there is for any other
reason no Secretary capable of acting, be done by an assistant or deputy Secretary
or if there is no assistant or deputy Secretary capable of acting, by the Company
Secretary or any other Officer of the Company authorized generally or specially in
that regard by the Directors: PROVIDED THAT any provisions hereof requiring or
authorizing anything to be done by a Director and the Secretary shall not be satisfied
by it being done by the same person acting both as Director and as, or in the place
of, the Secretary.

17. Amendments to the Terms of Reference

The Board reserves the discretion to amend these Terms of Reference from time to
time, subject to the prior consent of the MFSA.

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 Any amendment to these Terms of Reference must be in writing, signed by the Board
and notified to the Investment Committee before the changes take affect.

18. Incorporation
These Terms of Reference form part of the terms between the members of the
Investment Committee and the Company.

19. Indemnity

The Company will indemnify the Investment Committee Members (as appropriate), ,
in respect of actions brought against them and liabilities attaching to them in the
performance of their functions, without limitation, insofar as permitted by law, save
in respect of negligence, default or breach of duty or otherwise in respect of which
they may be guilty in relation to the Company or any Fund, including however
indemnification against liabilities incurred by them in defending any proceedings in
which judgment is given in their favour or in which they are acquitted.

20. Initial Composition of the Investment Committee

Insert name of persons

21. Data Protection

i. “Data Protection Act” shall mean the Data Protection Act (Chapter 440 of the Laws
of Malta), as may be amended or replaced from time to time, and shall include any
subsidiary legislation made thereunder and any related guidance provided by the
Data Protection Commissioner or any other competent authority (including, for the
avoidance of doubt, the MFSA);
ii. The words and expression “Commissioner”, “controller”, “data subject”, “personal
data”, “personal data representative”, “process / processing”, “processor” and “third
party” shall have the same meaning as is assigned to them by article 2 of the Data
Protection Act; and
iii. “Relevant Person” shall mean the Members of the Investment Committee collectively
or in their individual capacity as well as the Portfolio Manager(s), Investment
Advisor(s) and Sub-Manager(s) (if any), and any person acting under the Investment
Committee’s, a Committee Member’s, Investment Advisor’s, Sub-Manager’s or a
Portfolio Manager’s authority, as the case may be.
iv. Where the Relevant Person has access to personal data, the Relevant Person may
only process such personal data insofar as such processing is necessary for the
Relevant Person to comply with its obligations under this Terms of Reference or the
terms of his appointment, as the case may be, and any processing of personal data
by the Relevant Person shall be in accordance with the Data Protection Act, provided
that the Relevant Person may only process such personal data in accordance with the
instructions of the Company, as the controller of personal data (including those
instructions as may be specified by or under these Terms of Reference), unless the
Relevant Person is otherwise required to do so by law.

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 v. The Relevant Person shall implement appropriate technical and organisational
measures to protect the personal data that are processed against accidental
destruction or loss or unlawful forms of processing thereby providing an adequate
level of security that gives regard to the:
a. technical possibilities available;
b. cost of implementing the security measures;
c. special risks that exist in the processing of personal data;
d. sensitivity of the personal data being processed.

vi. The Company shall have the right to ensure and to verify, even through the personal
data representative appointed by it (if any), that the Relevant Person has the
capacity to implement the security measures that must be taken, and generally, his
obligations in relation to data protection under these Terms of Reference or the
terms of his appointment, as the case may be, and shall have the right to request the
Relevant Person to implement any such measures identified by the Company, which
in the opinion of the Company are necessary for the Relevant Person to comply with
its obligations in relation to data protection under these Terms of Reference or the
terms of his appointment, as the case may be, or as required by the Laws, and the
Relevant Person shall promptly comply with any such request.

vii. The Investment Committee, each Committee Member and each Portfolio Manager /
Sub-Manager / Investment Advisor, shall ensure that its agents, delegates and all
other persons acting under its authority, who have access to personal data as
contemplated in these Terms of Reference, (i) shall only process such personal data
in accordance with instructions from the Company (including those as may be set out
by or under these Terms of Reference), unless such persons are required by law to
act otherwise, and (ii) are adequately made aware of their obligations with regard to
the security and protection of the personal data, and generally their obligations in
terms of the Data Protection Act and these Terms of Reference.

viii. The Relevant Person shall notify the Company immediately:

a. upon receiving any notice or communication from any supervisory or
government body which relates directly or indirectly to the processing of the
personal data;
b. of any request by any third party, including but not limited to any law
enforcement authority, for disclosure to it by the Relevant Person of the
personal data contemplated by these Terms of Reference;
c. of any request received directly from any data subject in the exercise of its
rights under the Data Protection Act, prior to responding to that request;
d. of any administrative or legal proceedings instituted against the Relevant
Person on the ground of alleged breach of the Data Protection Act; and
e. of any accidental or unauthorised access to or loss or destruction of the
personal data contemplated by these Terms of Reference.

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Annex I – Letters of Acceptance of the Investment Committee Members

To: The Board of Directors

xyz (the “Company”)

Date: ___________________________, 2012

Acceptance of appointment to act as a Member of the Investment Committee

I , the undersigned, Mr. __________________ (holder of passport no: ) residing at

................................................, do hereby accept to act as a Member of the Investment
Committee established in respect of the Company, subject to the terms and conditions set
out in the Terms of Reference dated ___________________________, 2012

________________________________

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