8I HOLDINGS LTD — Capital/Financing Update 2016

Oct 4, 2016

ASX ANNOUNCEMENT / MEDIA RELEASE

For Immediate Release

8I Holdings Ltd (ASX: 8IH)

Acquisition of the Hidden Champions Fund

5 October 2016, Singapore

8I Holdings Ltd (ASX: 8IH ) (“ 8IH ” or the “Company”) is pleased to announce that it has, through its wholly owned subsidiary, 8IH Global Limited, completed the acquisition of 100% of the management shares of the Hidden Champions Fund (“HCF”) at par value of US$100 from Emerging India Fund Management Ltd.

The purpose of acquiring the HCF is to gradually restructure the manner in which 8IH listed securities are held. The rationale is to open the fund up to new investors once the appropriate licenses and/or approvals are obtained.

The HCF will be seeded by 8IH Global Limited and is expected to house the listed investment securities of the Company and its subsidiaries. Since 1 October 2015, 8IH ’s total invested active portfolio of S$20 million has generated a consolidated positive absolute gain of 25.7% as at 30th September 2016.

Based on the unaudited results, the portfolio annual standard deviation is 8.8%. The current portfolio stock characteristics have healthy balance sheet fundamentals, with weighted market capitalization of US$741 million, weighted return on equity (ROE) of 23.7%, and weighted revenue grew by 15.7% over the past three years, generating increasing returns to scale with a 48.5% growth in operating profit.

HCF has entered into a Management Agreement with an international fund manager, IIFL Asset Management (Mauritius) Ltd. (“Investment Manager”). 8IH is presently the only participating shareholder in the HCF with the intention of accepting external investors once the necessary licenses and/or approvals are obtained. Presently, HCF’s Board reserves the right to intervene in investment decisions by the Investment

Manager. A summary of the material terms of the management agreement are set out in the Annexure to this announcement.

The application for the necessary licenses and/or approvals are ongoing before the HCF can be made available to external investors. The Fund is audited by KPMG; the banker and custodian of the Fund will be Standard Chartered Bank to safe-keep clients’ assets; and the external NAV calculation is by the independent administrator Trident Trust Company (Mauritius) Limited. The HCF’s performance can be viewed on Bloomberg with the ticker code [HCFFUND:MP] with weekly net asset value reporting.

About the Hidden Champions Fund

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Hidden Champions Fund

HCFFUND:MP

Investment Objective

The HCF’s investment objective is to achieve long-term investment returns in listed equities in the AsiaPacific through a focused strategy of investing in low-profile underappreciated Asian Hidden Champions who are dominant market leaders in sophisticated, hard-to-imitate niche products and valuable critical niches that are largely invisible to the average consumer yet are indispensable to their well-being in daily life. By investing at an earlier stage in the long-term growth trajectory path of these Hidden Champions in Asia the HCF aims to achieve positive returns.

Investment Horizon Long-term

Fund Facts

General Information	General Information		Additional Information	Additional Information
Fund Company	Hidden Champions Fund		Investment region	Asia-Pacific
Custodian	Standard Charted Bank		Asset Class	Equities
Fund Administrator	Trident Trust Company (Mauritius) Limited		Minimum Investment	$100,000
Auditor	KPMG		Base currency	USD

ENDS

For further information, please contact info@8iholdings.com

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Media Enquiries:

Louis Chua Goh Yi Lin Company Secretary (Australia) Investor Relations 8I Holdings Ltd 8I Holdings Ltd +65 6225 8480 ext. 114 +65 6225 8480 ext. 116 louis@8iholdings.com info@8iholdings.com

About 8I Holdings Limited

8I Holdings is the holding company of the 8I Group that is based in Singapore and operates an investment business in listed securities and private equity, as well as a financial education and training seminar business. Our experiences as a financial education company focusing on investment techniques with “Value Investing” through our flagship “Millionaire Investor Program” has facilitated significant growth and established 8I Group as one of the leading financial education seminar operators with an investment business in Singapore.

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Annexure

Salient Points of the Management Agreement (‘ Agreement ’) between the Hidden Champions Fund (‘ the Fund ’) and IIFL Asset Management (Mauritius) Ltd. (‘ the Investment Manager ’ or ‘ IIFL ’) as per Guidance Note 26.

The Investment Manager forms part of the larger IIFL Holdings Ltd., a leading player in the Indian financial services space. IIFL is engaged in the business of financing, asset and wealth management, capital markets, financial products distribution, investment banking, institutional equities, and project financing and advisory services through its various subsidiaries. IIFL Holdings Ltd. has been listed as the top securities trading firm in India in Fortune 500 India list, 2014. IIFL Holdings Ltd. received the ‘Best Broker of the year Award’ (for contribution to broking in India) at India’s Best Market Analyst Awards 2014 organized by Zee Business and India’s Most Promising Brand 2014 award at WCRC Global India Excellence Summit in London.

Services

IIFL shall act as an Investment Manager and provide the Fund with investment management services in respect of the respective Investments and assets of the Fund. A more detailed elaboration is as follows:

The Investment Manager shall inter alia provide the Fund with the following services:

• (a) evaluating current global economic conditions;

• (b) evaluating particular prospects in the securities and capital markets;

• (c) evaluating specific companies, including valuation of potential Investments;

• (d) conducting due diligence exercises in relation to potential Investments;

• (e) formulating exit strategies in respect of any Investments made by the Fund and providing necessary assistance in implementation of such exit strategies;

• (f) conducting Investment research and advice for the assets which is consistent with the Proper Instructions[1] , provisions of this Agreement, the Constitution and the investment policies and guidelines adopted and declared by Fund from time to time;

• (g) monitoring and assessment of the periodic performance of Investments and attendant risks, taking all necessary action and measures including, divestiture, restructuring, recovery and collection;

• (h) providing back office services and maintaining all Investments made by the Fund, including but not limited to maintaining such books and investment records as are appropriate, check all periodical reports, transaction advice and/or statements received from time to time from any custodian and shall render to the Fund such periodic and special reports as the Fund may reasonably request from time to time; and

• (i) such other services as may be directed by the Fund from time to time.

1 means instructions received from the Board of the Fund.

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Term and Termination

The appointment of IIFL shall be for an initial term of five (5) years commencing on the date the Management Agreement is executed ( Initial Term ).

After the expiry of the Initial Term, the Term shall renew for a further period of five (5) years ( Second Term ) if the following conditions are satisfied:

• (a) The Fund shall procure that 8IH shareholders, in general meeting, approve such a renewal by ordinary resolution;

• (b) the Investment Manager is not in breach of the Management Agreement; and

• (c) the Investment Manager has not in the reasonable opinion of the Fund's Board of Directors materially breached the Management Agreement during the Initial Term.

The Management Agreement may be terminated immediately by the Fund if at any time during the Term:

• (a) the Investment Manager or any of its directors or servants are found guilty of grave misconduct in relation to the affairs of the Fund;

• (b) the Investment Manager’s licence is suspended or cancelled at any time for any reason; (c) the Investment Manager commits a fundamental default or breach of its obligations under this Agreement or is in breach of any conditions of its licence and such default or breach is not remedied within thirty (30) days after the Fund has notified the Investment Manager in writing to remedy that default or breach;

• (d) the Investment Manager enters into liquidation (except voluntary liquidation for the purpose of reconstruction);

• (e) a receiver or receiver and manager is appointed to the whole or part of the undertaking of the Investment Manager;

• (f) the Investment Manager is guilty of any gross default, breach, non-observance or non-performance of any of the terms and conditions contained in this Agreement; or

• (g) the Investment Manager is not lawfully able to continue to provide services to the Fund pursuant to the terms of this Agreement.

This Agreement may be terminated immediately by the Investment Manager if at any time during the Term:

• (a) the Fund fails to make payment of the remuneration in accordance with this Agreement and the failure continues for thirty (30) days from the delivery of a written notice by the Investment Manager to the Fund requesting payment;

• (b) the Fund enters into liquidation (except voluntary liquidation for the purpose of reconstruction);

• (c) the Fund is guilty of any gross default, breach, non-observance or non-performance of any of the terms and conditions contained in this Agreement;

• (d) a receiver or receiver and manager is appointed to the whole or part of the undertakings of the Fund; or

• (e) the Investment Manager has given three (3) months written notice to the Fund of its intention to terminate.

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Annexure

Following the expiration of the Initial Term, the Agreement may be terminated by notice where, on the recommendation of the Fund's Board of Directors to 8IH that the Agreement be terminated, shareholders of 8IH resolve by ordinary resolution in general meeting to terminate the Agreement.

At the conclusion of the Agreement the Fund may appoint a new Investment Manager.

Exclusivity

There are no restrictions toon the Investment Manager from providing similar services to other entities.

Fees and Consideration

In consideration of the performance of its services to the Fund, the Fund shall pay to the Investment Manager:

• (a) a Management Fee

Series A - 2.0% p.a. of the NAV attributable to Class 1 Series A Series B - 1.0% p.a. of the NAV attributable to Class 1 Series B

Calculated weekly in an amount equal to 1/52 of the Management Fee based on the Net Asset Value attributable to the Participating Shares of Class 1 of the Fund on every valuation day falling, taking into account of the net subscriptions or redemptions during the valuation day to which the Management Fee relates, payable monthly;

• (b) where applicable, a Performance Fee, calculated on a Share-by-Share basis in an amount equal to such percentage of the appreciation of the Net Asset Value of a particular Class of Shares with respect to a particular Performance Period; and

• (c) where applicable, all commissions, initial charges on subscriptions or redemption fees which from time to time are paid by the investors of the Fund.

A “ Performance Period ” for each Participating Share will be a period commencing on of 1st July 2017 and ending at the close of business on the first to occur 30 June 2018 or the date the Participating Share is redeemed, and thereafter, is each period commencing as of the day following the last day of the preceding Performance Period and ending as of the close of business on the next to occur of each last valuation date of June of each year or the date as decided by the Board of Directors or the date the Participating Share is redeemed.

For each Performance Period, the Performance Fee in respect of each Participating Share in the same class or series will be equal to 20 per cent of the amount by which the Net Asset Value per Participating Share during that Performance Period exceeds the High Water Mark of the outstanding shares in same class or series. The “ High Water Mark ” is the greater of NAV calculated on 1 July 2017 and the highest Net Asset Value per Participating Share in respect of which a Performance Fee has last been paid at the end of a previous Performance Period (if any) during which such Participating Share was in issue (after application of the Performance Fee and as adjusted for subscriptions and redemptions, as appropriate).

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The Performance Fee in respect of each Performance Period will be calculated by reference to the Net Asset Value attributable to the relevant class or series of Participating Shares before deduction for any accrued Performance Fee.

The Performance Fee will be payable to the Investment Manager annually in arrears following each Accounting Date. However, in the case of Participating Shares redeemed during a Performance Period, the accrued Performance Fee in respect of those Participating Shares will be payable as soon as practicable after the relevant Dealing Day.

If this Agreement is terminated before 1[st] July in any year the Performance Fee in respect of the then Performance Period will be calculated and paid as though the date of termination were the end of such Performance Period.

If an investor subscribes for Participating Shares at a time when the Net Asset Value per Share is other than the Peak Net Asset Value per Share (as defined below), certain adjustments will be made to reduce inequities that could otherwise result to the investor or to the Investment Manager. The “ Peak Net Asset Value per Share ” is the greater of (a) NAV at 1[st] July 2017 and (b) the Net Asset Value per Share in effect immediately after the end of the last Performance Period in respect of which a Performance Fee (other than a Performance Fee Redemption) was charged.

If Participating Shares are subscribed for at a time when the Net Asset Value per Share is less than the Peak Net Asset Value per Participating Share of the relevant class or series, the investor will be required to pay a Performance Fee with respect to any subsequent appreciation in the value of those Participating Shares. With respect to any appreciation in the value of those Participating Shares from the Net Asset Value per Share at the date of subscription, up to the Peak Net Asset Value per Participating Share, the Performance Fee will be charged at the end of each Performance Period by redeeming such number of the Shareholder’s Participating Shares as have an aggregate Net Asset Value (after accrual for any Performance Fee) per Participating Share equal to 20 per cent of any such appreciation (a “ Performance Fee Redemption ”). The aggregate Net Asset Value of the Participating Shares of the relevant class or series so redeemed will be paid to the Investment Manager as a Performance Fee. Performance Fee Redemptions are employed to ensure that the Fund maintains a uniform Net Asset Value per Participating Share in each relevant class or series. As regards the Shareholder’s remaining Participating Shares in the same class or series, any appreciation in the Net Asset Value per Share of those Participating Shares above the Peak Net Asset Value per Participating Share of the relevant series will be charged a Performance Fee in the normal manner described above. In the event that a Shareholder redeems Participating Shares midway through a Performance Period and an adjustment is required to such Participating Shares, such adjustment shall be deducted from the redemption proceeds and will be paid to the Investment Manager.

If Participating Shares are subscribed for at a time when the Net Asset Value per Participating Share is greater than the Peak Net Asset Value per Share of the relevant class or series, the investor will be required to pay an amount in excess of the then current Net Asset Value per Share equal to 20 per cent of the difference between the then current Net Asset Value per Share (before accrual for the Performance Fee) and the Peak Net Asset Value per Share of the relevant class or series (an “ Equalisation Credit ”). At the date of subscription the Equalisation Credit will equal the Performance Fee per Participating Share accrued with respect to the other Participating Shares in the same class or series (the “ Maximum Equalisation Credit ”). The Equalisation Credit will be payable to account for the fact that the Net Asset Value per Participating Share has been reduced to reflect an accrued Performance Fee to be borne by existing Fund Shareholders holding Participating Shares of the relevant class or series and serves as a credit against Performance Fees that might otherwise be payable by the Fund but that should not, in equity, be charged against the Shareholder making the

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subscription because, as to such Participating Shares, no favourable performance has yet occurred. The Equalisation Credit ensures that all Shareholders have the same amount of capital at risk per Participating Share in the same class or series.

The additional amount invested as the Equalisation Credit will be at risk in the Fund and will therefore appreciate or depreciate based on the performance of the Fund subsequent to the issue of the relevant Participating Shares but will never exceed the Maximum Equalisation Credit. In the event of a decline as at any Valuation Point in the Net Asset Value per Share, the Equalisation Credit will also be reduced by an amount equal to 20 per cent of the difference between the Net Asset Value per Share (before accrual for the Performance Fee) at the date of issue and as at that Valuation Day. Any subsequent appreciation in the Net Asset Value per Share will result in the recapture of any reduction in the Equalisation Credit but only to the extent of the previously reduced Equalisation Credit up to the Maximum Equalisation Credit.

At the end of each Performance Period, if the Net Asset Value per Participating Share (before accrual for the Performance Fee) exceeds the Peak Net Asset Value per Participating Share, that portion of the Equalisation Credit equal to 20 per cent of the excess, multiplied by the number of Participating Shares in the relevant class or series subscribed by the Fund Shareholder, will be applied to subscribe for additional Participating Shares in such class or series for the Fund Shareholder. Additional Participating Shares in the same class or series will continue to be so subscribed for at the end of each Performance Period until the Equalisation Credit, as it may have appreciated or depreciated in the Fund after the original subscription for Participating Shares in such class or series was made, has been fully applied. If the Shareholder redeems his Participating Shares before the Equalisation Credit has been fully applied, the Shareholder will receive additional redemption proceeds equal to the Equalisation Credit then remaining multiplied by a fraction, the numerator of which is the number of Participating Shares in the relevant class or series being redeemed and the denominator of which is the number of Participating Shares in such class or series held by the Fund Shareholder immediately prior to the redemption.

In the event that this Agreement commences other than at the beginning or terminates other than at the end of a specified payment period, as the case may be, such fees will be pro-rated for such period.

The Investment Manager shall be entitled to and shall be paid the Management Fee notwithstanding any distributions of sale proceeds of any Investments of the Fund made during the period of Investment.

The Fund shall reimburse the Investment Manager for any expenses reasonably incurred by the Investment Manager including:

• (a) any stamp and other duties, taxes, governmental charges, commissions, brokerage, transfer fees, registration fees and other charges payable in respect of the acquisition, holding or realisation of any investments and any foreign exchange transactions carried out in connection therewith;

• (b) all taxes and corporate fees payable by the Fund to any government or other authority or to any agency of such government or authority whether in Mauritius or elsewhere;

• (c) all fees and expenses incurred in relation to the production, printing and distribution of the Placing Memorandum or any other similar document and the advertising and promotion generally of the Participating Shares;

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• (d) all electronic data and accounting systems costs, including data stream charges incurred in relation to the services provided pursuant to this Agreement;

• (e) all expenses incurred in connection with any publication of prices of the Participating Shares; and

• (f) all expenses of and incidental to producing, printing and posting or otherwise dispatching the yearly and quarterly reports and accounts of the Fund and any report of the Directors, the Investment Manager and/or Auditors therewith; and

• (g) the cost of any documentation required to be maintained by the Fund.

The Investment Manager agrees that in the event an award or judgement is obtained by it against the Fund, it shall seek and obtain satisfaction of the award or judgement only from the assets of the Class to which the claim is related.

Amendment

This Agreement shall not be varied or cancelled, unless the variation or cancellation is expressly agreed to in writing by a duly authorised person representing each of the Parties to this Agreement, and, at any time 8IH remains listed on the ASX, in the case of any variation to Fees/Consideration or any variation that the ASX deems to be a material variation of this Agreement, is first subject to the prior shareholder approval by ordinary resolution of 8IH shareholders in general meeting. The Fund undertakes to ensure that all necessary approval or compliance(s) from 8IH is obtained before amendment to the foregoing clause.

Powers and Discretions

The Investment Manager

The Fund grants the Investment Manager investment and trading authority with respect to the Portfolio and appoints the Investment Manager as the agent and attorney of the Fund with respect to management of the Portfolio, subject to the terms and conditions set out in the Agreement and the Constitution.

Subject to the terms of the Agreement, including but not limited to the receipt of Proper Instructions, the Investment Manager shall have full authority to act on behalf and in the name of the Fund to acquire, hold, sell, redeem or otherwise dispose of Investments and assets and to do all other acts necessary to carry out its duties and obligations hereunder this Agreement.

The Investment Manager shall also have the full authority to act on behalf and in the name of the Fund in relation to the management of the Portfolio, as authorised by the Fund's Board of Directors and to carry out any and all of the objectives and purposes of the Fund and to perform all such other necessary acts and enter into and perform all contracts and other undertakings relating thereto in carrying out its duties and obligations in accordance with the terms of this Agreement.

In carrying out its duties and obligations in relation to the management of the Portfolio, the Investment Manager shall comply with and be entitled to act on all reasonable Proper Instructions from the Board of the Fund.

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The Investment Manager is authorized and empowered by the Fund, subject to the limitations contained in this Agreement, to:

• (a) acquire, hold, manage, sell, redeem, trade and dispose of Investments in accordance with the terms set out herein;

• (b) exercise any conversion and/or subscription rights available in connection with such Investments held by the Fund;

• (c) maintain all part of the assets uninvested in the short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Investment Manager;

• (d) select Broker-Dealers in consultation with the Fund, including, without limitation, any Affiliate of the Investment Manager, to purchase, sell or otherwise trade in or deal with any Investments held by the Fund and place orders with such Broker-Dealers so selected, to purchase, sell or otherwise trade in or deal with any Investments held by the Fund;

• (e) conduct negotiations and enter into agreements and contracts for buying and selling of Investments in furtherance of the objects of the Fund;

• (f) execute, sign and deliver letters, deeds, agreements, contracts and other documents and instruments; make any applications or filings necessary for fulfilling the objectives of the Fund with all persons, companies (including public sector undertakings), judicial entities, Government departments and authorities, all scheduled banks and financial institutions and other entities;

• (g) engage employees, consultants, accountants, registrars and transfer agents, and other agents in consultation with the Fund and to enter into contracts for work and labour and to do all other things required for the proper and efficient management of the business and affairs of the Fund;

• (h) effect policies of insurance on all or any of the properties and assets of the Fund and for all general business of the Fund;

• (i) appoint attorneys both general and special, from time to time as and when necessary to provide for the management of the affairs of the Fund and in particular to appoint any person to be the attorney or agent of the Fund or sub-advisors, accounting agencies or other advisors, with such powers and upon such terms as may be thought fit;

• (j) appear, or to cause appearance to be entered, on behalf of the Fund in any proceedings either for prosecuting or defending whatsoever before any civil, criminal or revenue courts, authorities, departments of government, and to file pleadings, petitions, appeals, representations, revisions or reviews in connection with the business or activities of the Fund and to accept notices or other documents on their respective behalf;

• (k) engage and appoint advocates, solicitors, attorneys or other legal practitioners in consultation with the Fund for filing, prosecuting or defending

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any suits or appeals or other legal proceedings and to sign and execute power of attorney and letters of authority on behalf of the Fund;

• (l) monitor and evaluate the various Investments made on behalf of the Fund from time to time; and

(m) appoint any investment advisors and other advisors to assist the Investment Manager in performing its duties and obligations under this Agreement.

The Investment Manager shall not:

• (a) engage in any activity in contravention to this Agreement, the Constitution, the Placing Memorandum Proper Instructions or Applicable Law;

• (b) acquire any property out of the assets, which subjects the Fund to any unlimited liability or which may have or has the effect of encumbering any of the assets of the Fund in any way, provided however that this shall not restrict the Investment Manager from creating any lien, pledge or encumbrance in relation to or for securing any Investments for or on behalf of the Fund; or

• (c) issue or publish any information memoranda, periodic, half-yearly or annual financial results without the prior written approval of the Board of Directors of the Fund, and further not include in any such document, any statement or matter extraneous to the Constitution, Placing Memorandum or documents approved by the Fund.

The Fund

All functions performed by the Investment Manager pursuant to this Agreement shall at all times be subject to the direct control and supervision of the Board of Directors, and the Investment Manager shall observe and comply with the Proper Instructions, the resolutions of the Board of Directors of which it has notice and other lawful orders and directions given to it from time to time by the Board of Directors.

The Board of Directors may from time to time:

• (a) prohibit the Investment Manager from making any particular Investments or classes of Investment or from making deposits with any particular entity, or any class of the same or in any particular geographical area;

• (b) require the Investment Manager to sell any Investment or class of Investments or (subject to the availability of funds) to purchase any Investment or class of Investments or to make deposits with any particular entity;

• (c) define the investment policy of the Fund and specify the manner in which the Investment Manager shall give effect to such policy; or

• (d) require the Investment Manager to submit for approval by the Board the investment policy which the Investment Manager is implementing or is recommending for implementation by the Fund.

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The Investment Manager shall ensure that any person to whom it delegates any of its functions shall give effect to all such decisions.

Management of potential conflicts

The Fund understands and agrees that brokerage commissions on the Fund’s transactions may be directed to the Broker-Dealers in recognition of investment research and information furnished as well as for services rendered in the execution of orders by such Broker-Dealers. Accordingly, the Investment Manager may, in its discretion cause the Fund to pay a Broker-Dealer a commission for effecting a transaction for the Fund in excess of the amount of commission another Broker-Dealer adequately qualified to effect such transactions would have charged for effecting that transaction. This may be done where the Investment Manager has determined in good faith that such commission is reasonable in relation to the value of the brokerage and/or research provided by the Broker-Dealer to the Fund. The Investment Manager shall not be required to limit to the Fund the use of the research or other services provided by a Broker-Dealer in connection with effecting a transaction for the Fund.

When the Investment Manager determines that the purchase or sale of an Investment is in the best interest of the Fund, as well as its other clients, the Investment Manager, to the extent permitted by Applicable Law, may aggregate the Investments to be sold or purchased for the Fund with those of its other clients in order to obtain a favourable execution and favourable brokerage commissions. In such event, allocation of the Investments to be purchased or sold, as well as the expenses incurred in the transactions, will be made by the Investment Manager in a manner it considers equitable and consistent with its obligations to the Fund and to its other clients.

The Investment Manager may, subject to compliance with Applicable Law, deal with the Fund as its beneficial owner, on the sale or purchase of Investments of the Fund or otherwise deal with the Fund as its principal provided that, the purchase or sale of Investments arising from the Fund will be effected only at arms length such that the result of any such transaction of the Fund shall be in a position no worse than it would have been had that transaction not been effected in an open market by the Investment Manager.

The Investment Manager may, subject to compliance with any applicable Law:

• (a) buy, hold and deal in any Investments upon its individual account notwithstanding that similar Investments may be held by the Fund; and

• (b) contract or enter into any contract or financial transaction with any Member or with any company or entity, any of whose shares or securities are held by it or for the account of the Fund or from being interested in such contract or financial transaction.

The Fund acknowledges that the Investment Manager or one or more of its Affiliates may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Investment Manager, its Affiliates or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their respective accounts (“ Affiliated Accounts ”). The Fund agrees that the Investment Manager or such Affiliates may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action being taken by the Fund, provided that the Investment Manager acts in good faith, and provided further, that it is the Investment Manager’s policy to allocate, within its reasonable discretion, investment opportunities of the Fund over a period of time on a fair and equitable basis relative to

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the Affiliated Accounts, taking into account the investment objectives and policies of the Fund and any Applicable Law or specific investment restrictions applicable thereto.

Other material terms

The Investment Manager (which includes any of its officers, directors, shareholders, agents, employees or Affiliates) shall not be liable to the Fund for anything done or omitted to be done in the performance of its duties and obligations hereunder this Agreement other than anything done or omitted to be done by reason of negligence, wilful default, bad faith, dishonesty or fraud of the Investment Manager. Subject to the aforesaid, the Investments made by the Investment Manager of the Fund in the performance of its duties and obligations hereunder shall be for the account and at the risk of the Fund and the Investment Manager shall have no liability thereto.

No provisions of the agreement are triggered by a change in control of 8IH, the Fund or manager.

The Fund agrees to indemnify and hold harmless the Investment Manager from and against all losses, claims, damages, liabilities, costs, expenses (including, without limitation, legal and accountants fees and disbursements) judgments and amounts paid in settlement (collectively " Losses ") incurred or sustained by the Investment Manager in the performance of its duties and obligations hereunder, provided that the Investment Manager shall have provided reasonable documentary evidence of such Losses in so far as such Losses arise out of, relate to or are based upon any breach or violation by the Fund of any representations, warranties or agreements of the Fund or the performance by the Investment Manager of its duties and obligations hereunder except to the extent that such Losses arise by reason of the negligence, wilful default, bad faith, dishonesty or fraud of the Investment Manager.

The Investment Manager shall send to the Fund as soon as possible after receipt thereof all notices of claims, summonses or writs which it receives from third parties in relation to its duties and obligations hereunder and no liability of any sort shall be admitted and no undertaking given nor shall any offer, promise or payment be paid or legal expenses incurred by the Investment Manager in relation to any such claim, summons or writ, without the prior written consent of the Directors and the Fund shall be entitled, if it so desires, to assume and conduct the defence of any action or to prosecute any claim for indemnity or damages or otherwise against any third party.

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