AGRE EEMENT FOR THE PROVISIO OF F ON DISCRET TIONARY P PORTFOL MANA LIO AGEMENT T (the Agreeme e ent) greement

is entered int and sign in Port L s to ned Louis, Repu ublic of Ma auritius on this the This Ag ______ day of __ __ _________ 2 2010 BETW WEEN: Investment Inc, Reg ts gistration Nu umber 0792 of Rep 262 public of Mauritius a c company Broco I duly reg gistered and existing u d under the law of the R ws Republic of Mauritius duly represe d ented by the, Mr Valery M r. Maltsev, and any duly appointed m d manager as Broco Inv s vestments In may nc. nomina in writing on the oth part, (he ate g her ereinafter re eferred to as the Comp s pany) AND __________ __________ __________ __________ __________ __________ _________, ______ ................... ................... ................................................................... , of.........
(coun of residenc ntry ce)

D. t . I.D / Passport No ...................................... (or) ........... ................... ................... ................... ................... ....................... com mpany duly d registered and existing the t law ws under ___ __________ __________ __________ __________ __________ __________ _________,
(c countryofregis stration)

a of

du represen uly nted by ___ __________ __________ __________ __________ __________ acting _, on the basis of ______ __________ __________ __________ _________, on the on part,, ne ereinafter referred to as the Client) s (he after referre to individ ed dually as a Party and jointly as the Partie d es) (hereina REAS WHER e y ed Financial Se ervices Com mmission (F FSC) of M Mauritius A) The Company is a license by the F to a as an In act nvestment A Advisor (Un nrestricted) and to act as an Inves stment Deal (Full ler Ser rvice Dealer-excluding underwriti g ing) under licence num mber C1080 005633 and is thus d ent titled to man nage portfol of clien lios nts. e y to s ice cretionary p portfolio B) The Company wishes t provide its Clients the servi of disc ma anagement.

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C) The Client is desirous of receiving such discretionary portfolio management from the Company subject to the terms and conditions hereof and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and the Client having received all relevant information concerned including all information in relation to the terms of the present Agreement NOW THIS AGREEMENT IT IS AGREED AS FOLLOWS:-

1.

DEFINITIONS AND RULES OF CONSTRUCTION

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below: 1.1. Annual Management Option

shall mean the Clients management option with the Company for a period of an Annual Period as per clause 5.2;

1.2. Annual Period means every continuous annual period commencing, in the case of the first annual period, on the first day of the first calendar month following the Date of Commencement of this Agreement and ending one calendar year thereafter and in the case of every subsequent annual period, commencing on the first day which next follows the last day of the immediately preceding Annual Period and ending one calendar year thereafter. 1.3. Appendix is any or all of the documents attached to this Agreement and shall be deemed to be an integral part hereof and the terms Appendices shall have the analogous meaning.

1.4. Assessed Value of the Portfolio means the value of the Portfolio calculated in accordance with the provisions of clause 12 of this Agreement. 1.5. Base Currency of the Portfolio shall mean the USD (United States Dollar) and shall be the currency of the Assets held in management. 1.6. Business Days shall mean any working day which the majority of the local licensed banks are open for business. 1.7. Calendar Days shall mean each and every consecutive day as set out in the annual calendar of the respective year. 1.8. Client Representative shall mean the Company or the person duly nominated to represent the Company under this Agreement.
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1.9. Date of Commencement following the signature of this Agreement by the Parties, the date of commencement of this Agreement is deemed to be the date on which the Company has received and confirmed the payment of the Clients cleared funds that comprise the initial assets of the Portfolio. In the event that the Company is already in receipt of the aforementioned initial assets, the date of commencement will be the date of signature of this Agreement by the Parties. A written confirmation of receipt, issued by the Company upon request, is the only proof of delivery of the initial assets of the Portfolio. 1.10. Difference in Value shall mean the difference between the Final Value and the Initial Value of the Portfolio in relation to any Annual Period or Quarterly Period, as applicable.

1.11. Early Termination Event shall mean an event as set out in clause 18.2 that triggers the automatic termination of this Agreement before the expiry of the Annual Management Option or the Quarterly Management Option, as the case may be. 1.12. Final Value means, subject to the provisions of clause 11 the value of the Portfolio calculated in accordance with the provisions of this Agreement. means the Financial Instruments as per clause 6 below. means the value of the Portfolio calculated in accordance with the provisions of Clause 11.

1.13. Financial Instruments 1.14. Initial Value

1.15. Investment Policy Statement shall mean the policy as set out in Appendix 1 specifying the investment objectives, investment constraints, and allocation of the Portfolio held in management. It is an integral part of this Agreement. 1.16. Portfolio means the portfolio of cash, Securities and other assets as may be agreed between the Parties and any other cash, Securities and assets whatsoever which the Client from time to time entrusts to the Company, as such portfolio is varied from time to time in accordance with the provisions hereof. For the avoidance of any doubt, any cash, Securities and other assets acquired by the Company for the account of the Client in accordance with the provisions hereof shall form part of the Portfolio. shall mean the applicable laws of the Republic of Mauritius.
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1.17. Law

1.18. MTF or Multilateral Trading Facility means a multilateral system operated by an investment firm or market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments - in the system and in accordance with its nondiscretionary rules - in a way that results in a contract in accordance with the provisions of applicable law of the jurisdiction it is regulated. 1.19. Notice means, as appropriate, any notification that is delivered via mail, facsimile transmission, by telephone or any other means of communication, including electronic mail, unless specific kind of notice is otherwise stipulated for and shall, for the avoidance of doubt, means any notice actually received by the recipient, in whatever form received.

1.20. Regulated Market or Organized Market shall means the multilateral system managed or operated by a market operator and which brings together or facilitates the bringing together of multiple third-party buying or/and selling interests in financial instruments - in the system and in accordance with its nondiscretionary rules - in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules or/and systems, and which is authorised and functions regularly with the provisions of applicable law of the jurisdiction it is regulated. 1.21. Securities means Financial Instruments, owned by the Client (but shall not include any securities acquired through the Company, or securities not owned by the Client), which may be transferred in management by the Client in cases provided by the applicable law. shall mean the services as set out in clause 2.1 below. means the shares, debentures, bonds, founder's and other securities issued by companies or other legal entities or partnerships that are registered in the Republic of Mauritius or abroad, units in trust funds and any rights associated with the units, including any pre-emption or other rights associated with these securities and/or any option for the purchase or disposal of such securities on which the Company carries out transactions in the name of the Company and on behalf of the Client.

1.22. Services 1.23. Titles

1.24. Quarterly Management Option

shall mean the Clients management option with the Company for a period of a Quarterly Period as per clause 5.3;

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1.25. Quarterly Period

means a continuous period of every 90 (ninety) Calendar Days commencing, in the case of the first quarterly period, on the first day of the first calendar month following the Date of Commencement of this Agreement and ending 90 (ninety) Calendar Days thereafter and in the case of every subsequent quarterly period, commencing on the first day which next follows the last day of the immediately preceding Quarterly Period and ending 90 (ninety) Calendar Days thereafter.

2.

PROVISION OF SERVICES

2.1. The Company shall provide the Client with the services of administration and management of the Client's Portfolio on its own behalf but in the Clients interest and at the Clients expense subject to terms and conditions set out in this Agreement.The Company shall provide: 2.1.1. The portfolio management on a discretionary basis. 2.1.2. Safekeeping and administration of financial instruments for the account of clients, including custodianship and related services such as cash/collateral management. 2.2. The Client hereby appoints the Company as a manager of the Clients Portfolio and the Company accepts its appointment upon the terms of the Agreement. The Client hereby entrusts the Company with administration and management of Client's Portfolio, thus the Client hereinafter relies on the Companys judgments in respect to operations on the international financial markets, which for the purpose of the Agreement means the Company's authority to conclude any transactions and perform other operations with the Client's Portfolio without preliminary consultations with the Client. 2.3. The Company's rights and obligations regarding asset management with respect to Clients Portfolio shall arise the date the Client transfers the respective Portfolio to the Company. 2.4. The Company may independently, at its own discretion and relying on the Investment Policy Statement and its own knowledge, skills and experience in the sphere of investment operations on stock markets, perform and execute any operations and/or transactions with the Clients Portfolio in Client's interests so that such operations and transactions are necessary to achieve the investment goals of the Client. 2.5. The Company is entitled to open without Client's consent the accounts with any authorized custodian and/or authorized broker and/or banks which are necessary for the keeping of the Clients Portfolio. If so required, the Company shall, whilst always ensuring that the Clients Assets are segregated from the assets of the Company, be entitled to hold all of the Clients Assets together with other assets of clients of the Company jointly in a single pool, in an Omnibus Clients account. The Company shall ensure that the Clients Portfolio shall be kept apart from the Companys own funds and securities. The Company shall be in compliance with regulation requirements and reasonably cautious in choosing such authorized broker and/or authorized custodian and/or commercial banks as if it were hiring them for itself. The Client hereby acknowledges and agrees that some of the Clients Portfolio consisting of securities may be kept in the Companys own custody accounts with authorized custodian due to the
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applicable legislation which does not allow the investment managers registered outside of any specified jurisdiction to open client accounts with local custodians. 2.6. The Client shall issue to the Company power(s) of attorney in any form if it is necessary for performance of the Companys or its investment managers obligation according to this Agreement. 3. DISCRETIONARY BASIS OF INVESTMENTS

3.1. The Client agrees that the Company shall have full power and discretion for the account of and as agent of the Client (and without prior reference to the Client) to manage the Portfolio and to purchase, sell, maintain, exchange or trade in Securities in any other manner whatsoever, to make deposits and to draw cash from bank accounts, to subscribe for issues and offers for the sale of Securities, to accept private placements, underwritings and sub-underwritings of Securities, to enter into transactions in any markets and generally to act in any other way which the Company deems appropriate in relation to the management and investment of the Portfolio. The investment objectives of the Client are those he has chosen in the Investment Policy Statement. 3.2. Without prejudice to the generality of the provisions of clause 3.1, the Client agrees that the Company may invest in mutual funds and collective investment schemes which are managed, operated or directed by the Company or any associated company as well as in Securities which are partly paid and that there is no limitation in the amount or percentage which may be invested in any Securities of a single issuer or in a single Security or in any area of business activity. 3.3. Without prejudice to the generality of this clause the Company shall on behalf of the Client: 3.3.1. Issue orders and instructions with respect to the disposition of the Securities, money and other assets forming part of the Portfolio; 3.3.2. Purchase (or otherwise acquire), sell (or otherwise dispose of) and invest in money, Securities and other property on behalf of and for the account of the Client and effect foreign exchange transactions for the account of the Client. In connection with any such purchase, other acquisition, sale or other disposal for the protection of the value of Securities the Client acknowledges that a movement in exchange rates may have separate effect favourable as well as unfavourable on the gain or loss otherwise experienced on the Security; 3.3.3. Enter into, make and perform all contacts, agreements and other undertakings as may in the opinion of the Company be necessary or advisable or incidental to any of the provisions of this Agreement; 3.3.4. subject to any restrictions imposed on the Company, the Company may (at its discretion) use derivatives and warrants to increase returns or reduce risk on the Portfolio, the Client acknowledges receipt of a separate general information on Financial Instruments document in respect of the risks associated with these Securities. 3.3.5. Exercise on behalf of the Client all rights conferred by Securities acquired for the Client, if any, including the right to take any legal action to defend the rights attached to the Securities.
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3.4. The Client shall forthwith notify the Company of any changes in his investment objectives or any restrictions on the scope of the Companys discretion. The Company may decline to accept such change in the Clients investment objectives or change in scope of its discretion and it shall as soon as is reasonably practical after receipt of the Clients notification inform the Client whether such change is accepted or rejected. The Client shall then be entitled to withdraw from the investment option elected in clause 5 below subject to the relevant terms pertaining to such early withdrawal. 4.

SCOPE OF SERVICES OF THE COMPANY

4.1. Whilst acting in good faith, with proper due diligence, care, discretion and prudence, the Company shall avoid conflicts of interests and, in case they occur, the Company shall manage those fairly and in the Clients best interests. 4.2. When rendering Services the Company shall make decisions and perform operations in the Client's interests considering the market situation and the Client's opportunities and its interests. Without prejudice to the previous provision, nothing in the Agreement shall prevent the Company from acting as an investment manager or to provide any other customer with the investment services. 4.3. The Company shall provide the Client with the Reports in accordance with this Agreement. 4.4. Subject to the provisions of this Agreement, the Company is authorized to receive any increase in value of the asset held by the Company hereunder in favour of the Client. Notwithstanding the aforegoing, any dividend, coupon, interest payment or similar income distribution paid by the issuer of any security held by the Company hereunder shall not be deemed to form part of or belong to the Clients assets. If the Company receives any such dividend, coupon, interest payment or similar income it shall not be treated as the Clients Assets. The Company shall also undertake reasonable measures to exercise rights attached to the securities held by the Company in favour of the Client in accordance with the Clients instruction. 4.5. In order to implement such authorities the Manager is entitled: 4.5.1. To deal through authorized brokers, authorized custodian and with counterparties that the Manager considers appropriate in accordance with the Agreement including its affiliated companies; 4.5.2. To execute any assignment, instrument of transfer, order, power of attorney and agreements necessary to perform its duties under the Agreement provided that: 4.5.2.1. the Company shall at at its own discretion within the limits of its own authority under the Agreement, the Investment Policy Statement and/or a power of attorney, and 4.5.2.2. the Company shall act as part of its main (usual) activity in providing investment services and representing Services to customers: 4.5.2.3. To register Client's securities in the register with authorized custodian to ensure their appropriate accounting and an opportunity to exercise the rights on securities according to the Law.
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4.6. The Client hereby acknowledges and agrees that the Company is entitled to execute the transactions outside the regulated markets and multilateral trading facility. 5.

CLIENT INVESTMENT OPTIONS

5.1. The Client shall, at the Date of Commencement, elect whether either the Annual Management Option or the Quarterly Management Option. 5.2. In the event that the Client elects to utilise the Annual Management Option, then the following shall apply: 5.2.1. The minimum asset shall at all times be USD 50,000 (fifty thousand US Dollars) cash (hereinafter the Minimum Annual Asset). 5.2.2. The Initial Value of the Portfolio shall be blocked for an Annual Period and shall be automatically renewed for another Annual Period unless the Company receives from the Client written notice 30 (thirty) days before the expiry of the Annual Period to not renew the Portfolio. 5.2.3. Except for the first 90 (ninety days) days from the Date of Commencement, the Client shall be entitled, at any time during the subsistence of this Agreement, to a portion of the Portfolio, subject to clause 5.2.4 below, upon providing the Company 5 (five) Business Days written notice to such effect. 5.2.4. A portion of the Portfolio may be withdrawn as envisaged in clause 5.2.3 above provided the remaining portion of the Portfolio shall never be less than the minimum of USD 50,000 (fifty thousand US Dollars). In the event that the minimum value of the Portfolio is less than USD 50,000 (fifty thousand US Dollars), then it shall be deemed to be an Early Termination Event and the Company shall be entitled, but not obliged, to terminate this Agreement and repay the Assessed Value of the Portfolio as at the date of payment to the Client. 5.2.5. In the event of an Early Termination Event, then the amount payable to the Client shall be the Assessed Value of the Portfolio at the date of the payment to the Client less an early withdrawal fee which shall be equal to 3% of the Initial Value of the Portfolio, which 3% shall be deemed the Companys damages for the premature termination of this Agreement due to an Early Termination Event. 5.2.6. Provided and only applicable if the Client retains the Portfolio for the full Annual Period as envisaged herein, then the Company undertakes to compensate the Client any loss of the Portfolio so as the ensure that the minimum value of the Portfolio shall not be less than the Initial Value. The provisions of this clause shall not apply in the event of an Early Termination Event. 5.3. In the event that the Client elects to utilise the Quarterly Management Option, then the following shall apply:
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5.3.1. The minimum asset shall at all times be USD 5,000 (five thousand US Dollars) cash (hereinafter the Minimum Quarterly Asset). 5.3.2. The Initial Value of the Portfolio shall be blocked for a Quarterly Period and shall be automatically renewed for another Quarterly Period unless the Company receives from the Client written notice 5 (five) Business Days before the expiry of the Quarterly Period to not renew the Portfolio. 5.3.3. The Client shall be entitled, at any time during the subsistence of this Agreement, to withdraw a portion of the Portfolio, subject to clause 5.3.4 below, upon providing the Company 5 (five) Business Days written notice to such effect. 5.3.4. A portion of the Portfolio may be withdrawn as envisaged in clause 5.3.3 above provided the remaining portion of the Portfolio shall never be less than the minimum of USD 5,000 (five thousand US Dollars). In the event that the minimum value of the Portfolio is less than USD 5,000 (five thousand US Dollars), then it shall be deemed to be an Early Termination Event and the Company shall be entitled, but not obliged, to terminate this Agreement and repay the Assessed Value of the Portfolio as at the date of payment to the Client. 5.3.5. In the event of an Early Termination Event, then the amount payable to the Client shall be the Assessed Value of the Portfolio at the date of the payment to the Client less an early withdrawal fee which shall be equal to 3% of the Initial Value of the Portfolio, which 3% shall be deemed the Companys damages for the premature termination of this Agreement due to an Early Termination Event. 5.3.6. Provided, and only applicable, if the Client retains the Portfolio for the full Quarterly Period as envisaged herein, then the Company undertakes to compensate the Client up to a loss of the Portfolio up to a maximum of 20% (twenty percent) of the Initial Value so as the ensure that the minimum value of the Portfolio shall not be less than 80% (eighty percent) of the Initial Value. The provisions of this clause shall not apply in the event of an Early Termination Event. 6.

FINANCIAL INSTRUMENTS

6.1. Financial Instruments shall include: 6.1.1. Transferable securities 6.1.2. Money-market instruments 6.1.3. Units in collective investment undertakings 6.1.4. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash 6.1.5. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event).

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Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market or/and an MTF. 6.1.7. Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned above and not being for commercial purpose, which have the characteristics of other derivative financial instrument, having regard to whether, inter alia, they are cleared and settled through recognised clearing houses or are subject to regular margin calls. 6.1.8. Derivative instruments for the transfer of credit risk. 6.1.9. Financial contracts for differences. 6.1.10. Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowance or may be settled in cash at the option of one of the parties(otherwise than by reason of a default or other termination event),as well as any other derivative contract relating to assets ,rights, obligations, indices and measures not otherwise mentioned in this part, which have the characteristics of other derivative financial instruments, having regard to whether ,inter alia, they are traded on a regulated market or an MTF, are cleared and settled through recognised clearing houses or are subject to regular margin calls. 7.

6.1.6.

INVESTMENT POLICY STATEMENT

7.1. The Client fully agrees with all provisions set forth in the Investment Policy Statement, including, without limitation, the consent to the investment of the cash funds held in management into any objects listed in the Investment Policy Statement. 7.2. The Investment Policy Statement may be revised or supplemented at any time upon the mutual consent of the Parties by means of signing a new or amended Investment Policy Statement. 7.3. The Client also agrees and acknowledges that the Investment Policy Statement (attached in Appendix 1) is an integral part of this Agreement. 7.4. The Investment Policy Statement may be revised or supplemented or replaced by the Company from time to time but shall be notified to the Client. 7.5. Where amendments made to the Investment Policy Statement are not approved by Company, all risks of possible adverse material consequences shall be fully born by Client, and the Company shall be fully released from any liability resulting by management of the Portfolio. The Company however shall not be released from obligation to manage the Portfolio exclusively in the interests of the Client. 8. DISCLOSURE BY THE PARTIES 8.1. Subject to applicable law, the Investment Policy Statement of the Company, from to time, and the nature of the Portfolio of the Client (in particular the Financial Instruments, if any, held or to be held by the Client or the Company), the Company shall, when providing the Services, undertake any assessment, if required, of the
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the the the the

Clients suitability or fitness, as the case may be, or understanding the risks in the investment field relevant to the specific type of product or Service, its financial situation and its investment objectives so as to be able to the Services and Financial instruments applicable under this Agreement. 8.2. The Client shall provide the Company with the following: 8.2.1. duly executed documents specified by the Company in writing not later than at the date of signing the Agreement, 8.2.2. any other information as the Company considers reasonably necessary within 5 (five) business days upon the Companys request. 8.3. The Company or its authorised manager shall provide the Client with information on the method and frequency of valuation of the Financial instruments in the Client Portfolio, as specified in the Investment Policy Statement. 8.4. A specification of any benchmark against which the performance of the Client Portfolio will be compared (if applicable). 8.5. The types of Financial Instrument that may be included in the Client portfolio and types of transaction that may be carried out in such Financial Instruments, including any limits, if applicable, in accordance with the Investment Policy Statement. 8.6. The management objectives, the level of risk to be reflected in the Companys exercise of discretion, and any specific constraints on that discretion as specified in the Investment Policy Statement. 8.7. The Client shall inform the Company on any modifications and/or additions made to the information and/ or the documents submitted by the Client to the Company and provide the Company with the new information and/ or the documents including the relevant changes within 5 (Five) Business days 9. REPORTS 9.1. The Company shall, at its own discretion, provide the Client with adequate reports on the Services provided to it. The Reports shall include, where applicable, the transaction expenses. 9.2. Periodic statements (the Reports) shall, at the Companys own discretion, either be provided or made available on line to the Client. 9.3. If not otherwise agreed in writing by the Parties, an annual statement is not required as the information is covered in the Reports. 9.4. Pursuant to the provision of applicable law, the format of the Companys report on the status of its performance under this Agreement shall be decided by the Company, from time to time, and may, at the Companys discretion, include any information the Company deems pertinent.
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10. REMUNERATION AND EXPENSES 10.1. The Client shall pay the Company as remuneration for the Services provided hereunder the Management Fee and a Performance Fee set our below in line with which of the two management options the Client elects to subscribe for and subject to expenses and early withdrawal fees applicable to each management option. 10.2. The Client shall pay the Company an annual Management Fee equal to the amount of: 10.2.1. US$ 250,00 (two hundred and fifty US Dollars) per year with respect to the Annual Management Option; 10.2.2. US$ 100,00 (one hundred US Dollars) per year with respect to the Quarterly Management Option; 10.3. The Client shall pay the Company a Performance Fee equal to the amount of: 10.3.1. 50% (fifty percent) of the profits with respect to the Annual Management Option; 10.3.2. 20% (twenty percent) of the profits with respect to the Quarterly Management Option; 10.4. The Management Fee and the Performance Fee are hereinafter together referred to as the Fee. The Fee shall at all times be payable over and above the Minimum Annual Asset or Minimum Quarterly Asset. 10.5. The Performance Fee is calculated on the last day of each respective period or on the date the Agreement is terminated on the Assessed Value of the Portfolio for the correspondent period. 10.6. The Client agrees to pay the Company US$ 30,00 (thirty US Dollars) per each withdrawal an/or each deposit and reimburse the Company any other transaction expenses. The Client hereby authorizes the Company to reimburse the transaction expenses by deduction from the Clients Portfolio provided that the Company shall specify the transaction expenses in the Report. 10.7. The Client hereby agrees that the Fee may be paid to the Company by deduction from the Clients Portfolio and the Company is entitled to deduct the Fee from the Clients Portfolio, inter alia, the Company is entitled to sale the Clients Portfolio without any additional consent of the Client. 10.8. The Client shall independently pay all taxes and duties imposed on the amount of profit or income received by the Client as a result of the activity of the Company with the Clients Portfolio. 11. INITIAL AND FINAL PORTFOLIO VALUE 11.1. The Initial Value for the first Annual Period or Quarterly Period, as the case may be, shall be the value of the Portfolio deposited with the Company as at the Date of Commencement but shall in no event be less than the value of the Minimum Annual Asset or the Minimum Quarterly Asset. The Initial Value of the Portfolio for every succeeding Annual Period or Quarterly Period, as the case may be shall be the one
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determined by the Company as the value of the Portfolio on the first day of the new relevant Annual Period or Quarterly Period, as the case may be. 11.2. The Final Value for every Annual Period or Quarterly Period, as the case may be, shall be the one determined by the Company, in accordance with the provisions of clause 12, as the value of the Portfolio on the last day of the relevant Annual Period or Quarterly Period, as the case may be. In the event of an Early Termination Event, the Final Value of the Portfolio will be the value of the Portfolio on the date of t payment to the Client. The Client shall be paid no less than 5 (five) Business Days from the date of a notice to the Company to withdraw a portion of the Portfolio or upon an Early Termination Event. 11.3. The Final Value of the Portfolio for the relevant Annual Period or Quarterly Period, as the case may be, will be determined after deduction of all outstanding fees and expenses, including third-party ones.

12.

VALUATION OF THE PORTFOLIO

12.1. The Portfolio shall be valued on the following basis: 12.1.1. Financial Instruments, which are listed on any stock exchange shall be calculated on the basis of the closing offer price of the Instruments on the relevant date as published by the authorities of the relevant stock exchange or in any publication in which the said prices are published as the Company may choose on the relevant date of valuation or if the offer prices of the relevant Financial Instrument cannot be determined for any reason in this way, then they shall be calculated in accordance with the closing offer price of the relevant Financial Instrument as published by the authorities of the relevant stock exchange or in any publication in which the said prices are published as the Company may choose on the last date on which such publication has been made immediately prior to the relevant date of valuation. 12.1.2. Financial Instruments, which in the Companys opinion, cannot easily be realised, shall be calculated in accordance with such fair valuation as the Company may in each case determine; and gross dividends, distributions of cash, bonus shares or other bonus securities, rights issues, warrants and interest received from or in relation to investments of the Portfolio during any Annual Period or Quarterly Period, as the case may be as well as any withdrawal of cash or investments from the Portfolio during any Annual Period or Quarterly Period, as the case may be, as well as any withdrawal of cash or investments from the Portfolio during any Annual Period or Quarterly Period, as the case may be, shall be taken into account in the valuation of the Portfolio and shall be added to the Final Value for the relevant Annual Period or Quarterly Period, as the case may be. 12.1.3. For the purposes of calculating the Companys fee, cash which has not been invested will be included in the valuation of the Portfolio.
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13.

SETTLEMENT OF TRANSACTIONS Securities to execute any agreement, assignment, instrument of transfer, order, or any other instrument with any other third party, which in the Companys reasonable opinion, will enable it best to structure, transmit for execution and/or consummate the transactions effected in the Clients best interest.

13.1. The Company shall be entitled acting for Clients account, using Clients funds or

13.2. The Company shall settle all the transactions undertaken under this Agreement. The

Company shall have no liability whatsoever in connection with any delay or failure to complete any transaction unless such delay or failure is due to the Companys wilful default or culpability.
13.3. Unless otherwise agreed upon by the Parties, the Client shall beforehand (before any

transaction) provide for available funds and/or Securities on the Clients account, which shall be appropriate and sufficient so as to settle every transaction to be entered by the Company upon any relevant instruction by the Client.
13.4. It is appreciated by the Client that, from time to time, Regulated Markets or other

stock exchanges or other authorities or third parties with which the Company cooperates in the provision of the Services, may send delayed, amended and/or mistaken reports regarding executed and/or non-executed transactions. By signing of this Agreement, the Client indicates that the Client understands agrees and accepts any differentiation or amendment which may arise or which may be needed in respect of the Clients transactions and, as a result, to the statements and/or the reports and the Client agrees that the Company shall not be held responsible thereto.

14.

REPRESENTATIONS AND WARRANTIES

14.1. The Client declares, represents, and warrants to the Company that: 14.1.1. He has full and unfettered power to employ the Company as manager of the Portfolio with unfettered discretion in accordance with the Terms of this Agreement; 14.1.2. the cash, securities and other assets comprising the Portfolio belong exclusively to the Client and are held by the Client free of any lien, charge, pledge and any other encumbrance other than those disclosed in writing by the Investor to the Company; 14.1.3. is acting on his/her/its own behalf and not as agent of any third party; 14.1.4. the Client has and at all times will have all the necessary consents and authorities to be bound by this Agreement and all transactions contemplated by or set out herein and that the Client shall provide to the Company evidence of such consents, authorities, powers and compliance as it may from time to time request. 14.2. The Client agrees and warrants that he will have no dealings in relation to and will not trade any of the securities, cash and other assets of the Portfolio except through the Company and that he will not authorise any other person to have dealings in relation to or to trade any of the securities, cash and other assets of the Portfolio.
t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

14.3. Except to the extent that this would be the result of gross negligence, wilful default or fraud on behalf of the Company, the Client agrees to indemnify the Company against all claims that may be instituted against the Company in connection with the execution or as a result of the execution of the powers and directions vested in the Company under this Agreement. 15. LIABILITY 15.1. Either Party shall not be liable to the other Party for any action lawfully and properly taken by it in connection with its obligations under this Agreement except insofar as the same results from the gross negligence, willful default or fraud of such Party. 15.2. The Company shall not be liable for any losses and damage suffered by the Client as the result of common risks of investing and owning of the securities, including but not limited for the losses resulted from any government actions, changes in financial market regulations, acts or omissions or insolvency of the issuer of the securities or changing the value of the securities. 15.3. Implementation of any investment strategy entails risks, including loss of Clients Portfolio. Since market risks are inherent in all securities investments to varying degrees, there can be no assurance that the investment objective will be achieved. Leverage and limited diversification can, in certain circumstances, increase the adverse impact to which the investment portfolio may be subject. The success of the investment managers investment activities will depend to an extent on the investment managers ability to identify and exploit opportunistic investments, which involves uncertainty. No assurance can be given that the investment manager will be able to locate investment opportunities or to correctly determine the associated rates of return. 16. RIGHTS TO USE INTERMEDIARY

16.1. The Company shall have the right, at any time, to engage agents and/or subcustodians (including but not limited to any of its affiliates) in the provision of services to the Client in accordance with or pursuant to the Agreement, and to this effect the Client so authorises the Company and the said agents and/or sub-custodians and the Client shall furthermore sign any necessary document to this effect. Such agents and/or sub-custodians shall be entitled to perform any obligations or functions of the Company. Save for the cases (i) when the engagement of certain agents and/or sub-custodians is required by legislation or trade regulations applicable to transactions with Securities or necessary for the completion of a transaction; or (ii) when so requested or so agreed by the Client prior to such engagement by the Company, the Company shall only be liable for direct losses, damages or costs of the Client arising from such engagement to only the extent that the Company would have been liable if it had performed such services itself. 16.2. The Company shall be allowed to forward any information relating to the Client to any investment firm or credit institution or third party acting as intermediary for the provision of any Services for the Client.

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

17.

ACKNOWLEDGEMENT OF RISKS

17.1. The Client unreservedly acknowledges and accepts that, regardless of any information which may be given by the Company, the value of any investment in Financial Instruments may fluctuate either downward or upward and it is even probable that the investment may become of no value. 17.2. The Client declares that he has read and that he has understood and thus accepts without any reservation the following: 17.2.1. The value of the Financial Instruments may decrease and the Client may receive less money than originally invested or the value of the Financial Instruments may present high fluctuations. 17.2.2. Information on past performance of a Financial Instrument does not guarantee the present and/or future performance. The use of historic data does not constitute a binding or safe forecast as to the corresponding future return of the Financial Instruments to which such data refers. 17.2.3. Some Financial Instruments may not become immediately liquid due to various reasons such as reduced demand, and the Company may not be in the position to sell them or easily obtain information on the value of such Financial Instruments or the extent of any related or inherent risk concerning such Financial Instruments. 17.2.4. When a Financial Instrument is negotiated in a currency other than the currency of the Clients country of residence, any changes in an exchange rate may have a negative effect on the Financial Instruments value, price and performance. 17.2.5. A Financial Instrument in foreign markets may entail risks different than the usual risks in the markets at the Clients country of residence. In some cases, such risk may be higher. The prospect of profit or loss from transactions in foreign markets is also influenced by the exchange rate fluctuations. 17.2.6. Rights and Warrants are rights to acquire shares or other securities with or without the deposit of a specific amount to the issuer. If the Company does not exercise its right to acquire shares or other securities during the period of exercise of the Rights or Warrants, then at the time of their expiry, the Rights and/or Warrants expire and have no value whatsoever. 17.2.7. The value of the Rights and/or Warrants is directly affected by the market price of the specific share or security. For example, a small change in the market price of the share or security may result in a significant change in the price of the Right and/or Warrant. Therefore, the value of the Rights and/or Warrants is extremely volatile. 17.3. The Client acknowledges and accepts that there may be risks other than those mentioned herein. A general information on Financial Instruments document, describing the nature and risks involved in the various Financial Instruments, can be obtained from the Companys website on the internet.

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

18.

TERM AND TERMINATION OF THE AGREEMENT

18.1. The Agreement shall come into force on the date of its signing by the Parties (except for the provisions related to the Clients Assets management which shall come into force on the date when the Company accepts the Clients Assets in accordance with the Agreement) and is in force until the moment of its termination by either of the Parties pursuant to clause hereof below or by the Applicable Law. 18.2. An Early Terminate Event shall result if one of the following occurs: 18.2.1. Each Party may terminate the Agreement by sending an appropriate written notice to the other Party no later than 30 (thirty) Business Days prior to the date of termination of the Agreement, which shall be specified in such the written notice; or 18.2.2. If the value of the Portfolio falls below the Minimum Annual Asset or the Minimum Quarterly Asset, as the case may be, whether as a result of the Client requesting to withdraw assets or otherwise; or 18.2.3. In the event envisaged in 5.2.4 or 5.3.4 above. 18.3. Upon the date of termination of this Agreement the Company shall: 18.3.1. enter into no new transactions with the Clients Assets; 18.3.2. proceed to fulfill any transaction executed before the date of termination of this Agreement; 18.3.3. be entitled to retain such Clients Assets as may be required for the completion of any transaction executed before the date of termination of this Agreement; 18.3.4. be entitled to deduct the Fee and the transaction Expenses out of the Clients Assets; 18.3.5. return to the Client the Clients Assets whose retention is not so required.

19. CONFIDENTIAL INFORMATION 19.1. For the purposes of this Agreement, Confidential Information shall mean the proprietary and confidential data or information (including trade secrets) of the Client or the Company which is of tangible or intangible value to the Company or its Client and is not public information or is not generally known or available to persons outside the scope of this Agreement or to the competitors of the Client or the competitors of the Company but is known only to the Company or its Clients and those of its Clients employees, independent contractors, consultants, agents to whom it must be confided in order to apply it to the uses intended, including, without limitation, information regarding the Companys or its Clients customers or prospective customers, investment technics, marketing methods, business plans, fees and rates, the Companys or the Clients business(es), operations, finances, personnel, accounts, clients and agents, or information relating to persons, firms, corporations and other entities which are or become agents or clients of the Client or of the Company.

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

19.2. Confidential Information shall not include information which, at the time of disclosure, is already in the public domain through no act or omission of the Company. 19.3. The Client and the Company acknowledge that, in the course of this Agreement, the Client and the with the Company may become acquainted with Confidential Information. Neither the Company or the Client will, either during the subsistence of this Agreement with each other or thereafter, without the prior express written consent of the other Party, disclose, disseminate, reveal or make use of any such Confidential Information or confidential business or technical information or secret acquired during the subsistence pf this Agreement, whether or not conceived of, discovered, developed or prepared by either Party, all of which are and will remain the exclusive and valuable property of the Company or the Client, as the case may be, except as may be required in the course of this Agreement between the Company and the Client. 19.4. Each Party acknowledges that it is in the best interests of the Parties to insist on the strict confidentiality of any Confidential Information and hereto confirms that covenants herein contained are reasonable and necessary to protect the proprietary interest of the Company or the Client, as the case may be. 19.5. Clauses 19.3 shall not apply to any disclosure where such disclosure is order by the courts of law in relation to any litigious action provided always that prior to such disclosure by one Party undertakes in writing to the other Party to use the disclosed information only for the specific purpose for which it was disclosed and not to further disseminate or publicize more than is necessary of the Confidential Information other than is required under such court order. The Party making any disclosure shall be liable and responsible for the actions and omissions which may result in any unauthorized disclosure. 19.6. Clauses 19 shall survive the termination and/or expiry of this Agreement and shall continue notwithstanding the expiry or termination of this Agreement for whatsoever cause. With regard to each item of information or data constituting Confidential Information, the covenants in clauses 19.1-19.5 above shall apply at all times and continue for so long as such item continues to constitute Confidential Information.
20.

CLIENT INFORMATION

20.1 The identity and other Client and/or Client Representative information are evidenced by the Identity Card, or by the passport or by any other document lawfully evidencing the identity of a natural person or legal entity. In particular, the identity of a legal entity is evidenced by any proper certificate/document proving the lawful establishment, good standing and representation of the legal entity. The Client affirms that the documents submitted to the Company on the Clients identity and the data contained in such documents are true and accurate. The Company bears no responsibility for the validity and/or the authenticity of such documents. 20.2 The Company has the right to obtain and maintain in its records samples of signature of the Client and/or of the Clients Representative.

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

20.3 The Client provides the Company with the necessary authorizations (including but not limited to a duly executed Power of Attorney) required to execution and performing of this Agreement. In case the Power of Attorney is signed outside Mauritius, it must be duly notarised and/or apostilled. 20.4 Modification on Client and/or Client Representative information should promptly be notified to the Company in writing by and at the Client's responsibility. The Client should also notifiy in writing of any revocation or modification of the Clients Representative authority. The notification obligation is binding on the Client, irrespective of whether the granting or revocation of representation is announced, published or registered in public records, or an amendment to such representation is announced, published or registered in public records. 20.5 Unless the Company is notified of any notification to the information already provided by the Client, the Company shall be entitled to treat the said information as correct. 20.6 The Company fulfils in a timely fashion all its obligations vis--vis the Client, including orders for payment or delivery of securities as soon as it has reviewed the documents evidencing the Client's identity and has thus so satisfied itself. 21. SECURITY 21.1. All Client Assets in the Company's possession, are subject to retention by the Company, the Company being entitled to refuse their return to the Client, until the Client fulfils all the Clients due obligations towards the Company. 21.2. The Client is obliged, on the Companys demand, to pledge the Clients Securities in the Company's possession, in favour of the Company, as security for any Company due or contingent claims towards the Client arising from transactions on the stock market and in such a case the Client shall be burdened with the entirety of the expenses associated with the pledge. 21.3. In case the Company has any claims against the Client, deriving from any contractual relation between the Parties regardless whether such relation is regulated by this Agreement or by any other agreement, the Client by this agreement explicitly and irrevocably authorises the Company to proceed, at the Companys absolute discretion, and without the need of any specific order or other authorisation to this effect, to sell the Client's Securities that are in the Companys possession in the stock market and to set-off the product of this sale with the Companys claims against the Client. 21.4. The Company is not liable for any loss or damage the Client or any third party may suffer in the exercise of the right of retention or pledge or sale or of any other lawful rights the Company has for the satisfaction of any claims of the Company (whether overdue or not) against the Client. 21.5. The cash, securities and other assets comprising the Portfolio belong exclusively to the Client and are held by the Client free of any lien, charge, pledge and any other encumbrance other than those disclosed in writing by the Client to the Company.
t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

21.6. The Client agrees and warrants that he will have no dealings in relation to and will not trade any of the securities, cash and other assets of the Portfolio except through the Company and that he will not authorise any other person to have dealings in relation to or to trade any of the securities, cash and other assets of the Portfolio. 21.7. Except to the extent that this would be the result of gross negligence, wilful default or fraud on behalf of the Company, the Client agrees to indemnify the Company against all claims that may be instituted against the Company in connection with the execution or as a result of the execution of the powers and directions vested in the Company under this Agreement. 22. GENERAL PROVISIONS 22.1. NOTICES All notices and other communications hereunder by a party hereto shall be written in English and (a) delivered in person or (b) transmitted by facsimile (in which case the sender shall simultaneously telephone the addressee and confirm receipt and send by recorded letter a copy) to the last specified registered address from time to time of the addressee. 22.2. HEADINGS AND REFERENCES The descriptive headings of the Clauses of this Agreement are inserted for convenience only and do not affect the interpretation of this Agreement. All references in this Agreement to a Clause or Schedule refer to the corresponding Clause of or Schedule to this Agreement unless otherwise indicated to the contrary. The schedules hereto form part of and are incorporated in this Agreement. 22.3. ENTIRE AGREEMENT This Agreement and the schedules hereto constitutes the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the Parties hereto with respect to the subject matter hereof and thereof. 22.4. SEVERABILITY The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision in any other jurisdiction, it being intended that all rights and obligations of the Parties hereto shall be enforceable to the fullest extent permitted by law. 22.5. AMENDMENTS No amendments, changes or alterations to this Agreement shall be deemed valid, binding and effective unless such amendments, changes or alterations have been reduced to in writing and signed by the Parties hereto.
t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

22.6. SUCCESSORS AND ASSIGNS The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and assigns. Neither Party hereto may assign its rights or obligations hereunder in whole or in part without the prior written consent of the other Party. 22.7. GOVERNING LAW 22.7.1. The construction, validity and performance of this Agreement shall be governed by the laws of Mauritius. 22.7.2. Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by the courts of Mauritius.

IN WITNESS WHEREOF this Agreement has been duly executed and has been delivered by the parties on the date first above written.

PARTIES

WITNESSES

____________________ Company

__________________________

____________________ Client

__________________________

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

APPENDIX 1

TO THE AGREEMENT FOR THE PROVISION OF DISCRETIONARY PORTFOLIO MANAGEMENT

THE INVESTMENT POLICY STATEMENT A completed Investment Policy Statement is submitted to the Client by the Company upon its Agreement by both Parties, whereby this Agreement is subsequent to the Company obtaining all relevant Client information and details with respect to the nature of the Clients Portfolio. There are two Asset Management Option, one of which is allocated to the Client in conjunction to his/her/its specified requirements and investment objectives: The Annual Management Option; the primary objective is capital growth whereas lower risk level is to be expected in the medium to long term. Equities should comprise a significant component of the Portfolios assets target rate of return is aimed to be 50 % (fifty) per cent per annum. Or The Quarterly Management Option ; the primary objective is capital growth, whereas fixed income is of secondary consideration; higher level of risk than the aforementioned portfolio structures should be anticipated in the short to medium term. Equities should comprise a significant component of the Portfolios assets target rate of return is aimed to be 50 % (fifty) per cent per annum. . Acceptable risk levels Medium to Low

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund

Investment Policy Types of Clients Assets Government securities Securities of the Government bodies Municipal securities Shares of the companies Max. Stake 100% 100% 100% 100%

1. Securities of foreign issuers, 100% Transferable international organizations, securities. including securities of foreign governments 100% Corporate Bonds Mortgage-related securities Others Funds including foreign 2. Moneycurrency held in bank accounts market instruments. Others Shares of investment funds, 3. Units in units of collective investment collective schemes, including foreign investment funds undertakings. Others 4. Options, futures, swaps, forward rate agreements and any other derivative contracts 5. Derivative instruments for the transfer of credit risk. 6. Financial contracts for differences 100% 100% 100% 100% 100% 100% 100% 100% 100%

t: +44 200 222 7763 a: Office 113, 2-nd Floor, Medine Mews, Chaussee Str., Port Louis, Mauritius e: fund@brocompany.com w: www.brocompany.com/fund