TESORO GOLD LTD - Board/Management Information 2009

TO: COMPANY ANNOUNCEMENTS OFFICE

COMPANY: AUSTRALIAN SECURITIES EXCHANGE LIMITED

FROM: VAN EYK THREE PILLARS LIMITED (VTP) DATE: 25 AUGUST 2009

NO. OF PAGES: 3

SHAREHOLDERS SHOULD REJECT DIXON EXECUTIVES CONTROL

The VTP Directors believe it is not in the interests of shareholders that Dixon Advisory[1] executives take control of the VTP Board – without having offered a control premium or to buy existing shareholders shares.

The Company received a requisition of General Meeting from a small number of members that seeks, among other things, to remove the existing VTP directors and replace them with four executives of Dixon Advisory (the “Dixon Proposal”).

We have discovered that shareholders with a Dixon Advisory mailing address have accumulated in excess of 20% of VTP shares. Market disclosure and takeover requirements may not have envisaged an advisory group taking control of a listed entity through the votes of their clients.

KEY POINTS

The VTP Directors believe that:

1. It is not in the interests of shareholders that Dixon Advisory executives take control of VTP board without having paid a control premium and not having offered to buyout existing VTP shareholders.

2. Information has not been provided as to how the Dixon Advisory executives would, as directors, manage any conflicts of interest in relation to benefits to Dixon Advisory and the interests of people associated with Dixon Advisory versus shareholders as a whole.

3. There is insufficient information in the Dixon Proposal for a shareholder to consider whether a 25% buy-back balances the tradeoff between existing and outgoing shareholders.

4. The Dixon Proposal lacks detail and therefore may increase the discount to NTA due to uncertainty.

The Directors urge that you vote AGAINST all resolutions that remove the current directors and appoint Dixon Advisory executives.

1 Dixon Advisory & Superannuation Pty Ltd.

van Eyk Three Pillars Limited ABN 91 106 854 175

Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194

www.vaneyk.com.au www.threepillars.vaneyk.com.au

OUR RESPONSIBILITIES TO YOU

VTP Directors are responsible for capital management and corporate governance. The Company’s management agreements were summarised in the Prospectus and were designed to provide shareholders with surety that for the first 25 years the management of the investment portfolio would remain under the well established and disciplined van Eyk Research investment process[2] and allow van Eyk to focus on long-term wealth creation rather than short-term fluctuations. Conforming copies of the management agreements are attached to increase understanding that the outsourcing of the investment and administration defines the Board’s role.

OUR STRATEGY MEETING (held prior to the Dixon Proposal)

The VTP directors had a Strategy Meeting on 27 July 2009. The Company is once again in a position to reinstate the dividend, which had been deferred due to the Global Financial Crisis. The dividend policy continues to be to pay dividends, where possible, at above the underlying yield of the portfolio. A dividend of 2.5 cents was declared on 7 August to be paid on 25 August 2009. In the 5.5 years since inception, the Company has paid fully franked dividends of 37.5 cents (an average of 6.8 cents p.a.). The Board has bought back 7,785,800 shares between 21 December 2008 and 21 August 2009 at a cost of $5,624,961. This has resulted in an increase in net tangible assets for remaining shareholders of approximately $1,067,586.

The following chart shows the dividends since inception of VTP and certain other externally managed Listed Investment Companies that listed at a similar time to VTP.

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Total dividends per share paid (cents)
45
40
35
30
25
20
15
10
5
0
CAM HHV WIL PRV ALF VTP CYA
Externally managed LICs listed at $1.00 between Oct 2003 and Feb 2004
Sources: Company reports
Dividends from 1 January 2004 to 20 August 2009
----- End of picture text -----

2 The van Eyk Research philosophy applies the lessons from the world’s great investors; such as Warren Buffett and his tutor Ben Graham.

van Eyk Three Pillars Limited ABN 91 106 854 175

Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194

www.vaneyk.com.au www.threepillars.vaneyk.com.au

At the 27 July 2009 Strategy Meeting, the Directors considered other matters which we planned to take to this year’s Annual General Meeting, including consideration of additional independent directors, an extension of the existing buy-back and shareholder consideration of the investment strategy. Details in relation to these matters will now be provided in an Explanatory Memorandum to be sent to you for consideration by shareholders.

You will soon receive a Notice of General Meeting and soon thereafter an Explanatory Memorandum. Voting at this meeting, by proxy or in person, is critical to the future of the company. We ask that you carefully consider the Explanatory Memorandum that will be sent to you and vote against the proposal for Dixon Advisory executive control of your company - without having offered a control premium or to buy existing shareholders shares.

David Iliffe Chairman

Andrew Grant Director

van Eyk Three Pillars Limited ABN 91 106 854 175 Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194

www.vaneyk.com.au www.threepillars.vaneyk.com.au

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Parties

van Eyk Three Pillars Limited (ACN 106 854 175)

(Company)

van Eyk Research Limited (ACN 010 664 632) (van Eyk)

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White Funds Management Pty Limited (ACN 074 709 210) (WFM)

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Investment Management Agreement

Watson Mangioni

Corporate and Commercial Lawyers Level 13, 50 Carrington Street Sydney NSW 2000 DX 530 Sydney Tel: (02) 9262 6666 Fax: (02) 9262 2626 Email: [email protected]

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This Investment Management Agreement is made 14 November 2003 (conformed and consolidated version as at 24 August 2009)

Parties

1. van Eyk Three Pillars Limited ACN 106 854 175 of Level 7, 20 Hunter Street, Sydney NSW 2000 ( Company );

2. van Eyk Research Limited ACN 010 664 632 of Level 10, 9 Castlereagh Street, Sydney NSW 2000 ( van Eyk );

3. White Funds Management Pty Limited ACN 074 709 210 of Level 7, 20 Hunter Street, Sydney NSW 2000 ( WFM ).

Recitals

A. The Company proposes to carry on the business of making and holding investments in Securities.
B. The Company has agreed to appoint van Eyk to manage the investment portfolio of the Company and van Eyk has agreed to accept its appointment on the terms and conditions contained in this Agreement.
C. WFM is a party to the Agreement for the sole purpose of consenting to the arrangements set out in, and giving effect to the provisions of Clauses 8.3 and 11.4.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless a contrary intention appears:

Act means the Corporations Act 2001 (Cth).

Applicable Regulations means the Corporations Act and the ASX listing rules from time to time of the ASX as they apply to the Company for the purposes of this Agreement.

Approved Valuer has the meaning given in the Management Agreement. If the Management Agreement is terminated for any reason and van Eyk does not exercise its step-in rights, it means any duly qualified persons independent both of the Company and van Eyk recommended by van Eyk (who when making such recommendations must have regard to the particular type or types of Investment which are to be the subject of the valuation) and appointed and instructed in writing by van Eyk to value an Investment for the purpose of this Agreement.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to that term in Division 2 of Part 1.2 of the Corporations Act.

ASX means the Australian Stock Exchange Limited.

ASX Listing Rules means the listing rules of the ASX.

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Bank means an Australian bank.

Board means the board of directors of the Company.

Business Day means a day other than a Saturday or Sunday on which Banks located in the Sydney metropolitan area are open for general banking business.

Cash includes cheques, bank deposits, bank cheques, bank transfers, bank drafts and bills of exchange.

Commencement Date means the date the Company allots and issues not less than 16,000,000 ordinary shares together with an option to acquire ordinary shares exercisable at $1.00 per share pursuant to the Prospectus.

Force Majeure includes, without limitation, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, epidemic, terrorist attack, quarantine restriction, labour dispute, labour shortage, transportation embargo or failure or delay in transportation, act of God, act (including laws, regulations, disapprovals or failure to approve) of any government or agency whether national, municipal or otherwise.

GST :

(a) has the same meaning as in the GST Law;
(b) includes any other goods and services tax or any Tax applying to this Agreement in a similar way; and
(c) includes any additional tax, penalty tax, fine, interest or other charge under a law for such a tax.

GST Law has the meaning given to that term in Section 195–1 of the A New Tax System (Goods and Services Tax) Act 1999 (as amended).

Insolvency Event means in relation to a Party:

(a) an order is made for the winding up of that Party and that order is not withdrawn or set aside within 10 Business Days;
(b) a liquidator or provisional liquidator of that Party is made or appointed and that appointment is not withdrawn or set aside within 10 Business Days;
(c) an effective resolution is passed for the winding up of that Party;
(d)
that Party is placed under any formal or informal kind of insolvency administration;
(e) a receiver, manager, receiver and manager or controller of the main undertaking, property or material assets of that Party is appointed or any other process is levied or imposed against any of the main undertaking, property or material assets of that Party;
(f) an order for payment is made or judgment is entered or signed against that Party in an amount of not less than $100,000 and is not satisfied, stayed or set aside within 5 Business Days;

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(g) that Party becomes insolvent or unable to pay its debts; or
(h) a compromise, composition or arrangement becomes effective in relation to the creditors or any class of creditors of that Party or that Party undertakes a reorganisation, moratorium or other administration involving its creditors or any class of its creditors.

Investment means an investment for the time being forming part of or comprised in the Portfolio permitted by this Agreement and includes without limitation investments acquired by the application of the proceeds of borrowings by the Company.

Investment Strategy means the investment strategy agreed by the Company, van Eyk and WFM from time to time being initially the investment strategy outlined in Sections 4 and 7 of the Prospectus.

License means a license required to be held by a Party by Applicable Law to perform its obligations under this Agreement including, without limitation:

(a) in respect of the period to 10 March 2004 only, a securities dealers license issued by ASIC under the Corporations Act; and
(b) an Australian Financial Services License issued by ASIC under the Corporations Act with authorisations necessary to enable the Party to perform its obligations under this Agreement.

Licensed Market has the meaning given in Section 761A of the Corporations Act.

Listing Date means the date the Company is listed on ASX.

Management Agreement means the management agreement between the Company and WFM dated on or about the date of the Agreement.

Manager means the manager of the Company under the Management Agreement.

Month means for the purposes of Clause 10:

(a) the period commencing on the Commencement Date and ending on the last day of the calendar month in which the Commencement Date occurs;
(b) thereafter successive calendar months commencing on the first day after the end of that first Month during the continuance of this Agreement and includes, if this Agreement is terminated on a date other than the last day of a calendar month, the period commencing on the first day of the calendar month in which this Agreement is terminated and ending on the date of termination.

Portfolio means all monies, investments, additions or borrowings which may from time to time be paid to or received or held by the Company and any investments for the time being representing them, any income derived from them and any capital accretions to them regardless of how they arise.

Proposed Investment means an Investment proposed by van Eyk to be made on behalf of the Company.

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Prospectus means the prospectus dated on or about the date of this Agreement relating to an initial public offering to raise between $16,000,000 and $100,000,000 for the benefit of the Company.

Relevant Interest has the meaning given to that term in section 608 of the Corporations Act.

Securities means:

(a) securities as defined in section 92(1) of the Corporations Act;
(b) marketable rights (including quoted rights); and
(c) options to take up unissued shares or debentures.

Term means the period from the Commencement Date to the date of termination of this Agreement under Clause 11.

Value of the Portfolio has the meaning given in the Management Agreement. If the Management Agreement is terminated for any reason and van Eyk does not exercise its step-in rights, it means, at any date that such value is required to be ascertained, the aggregate sum of the values of each Investment calculated for each category of Investment comprising the Portfolio in the following manner:

(a) Securities and rights to them listed on a Licensed Market – the last sale price of the Securities of that class on the date of the valuation, or if the Securities of that class were not traded on that date, the last sale price that class of Securities on the last day on which trading of those Securities occurred, except where the bid quote on the date of valuation is greater than the last sale price in which case the bid quote will be used;
(b) Cash (including income) the amount of such Cash; and
(c) commercial bills of exchange or negotiable certificates of deposit – cost of acquisition plus interest accrued since acquisition but not received unless WFM or the Company requests the other in writing that the value be the amount as fixed by an Approved Valuer in which case the value will be as so determined by the Approved Valuer,

less any liability directly or indirectly attributable to the acquisition, maintenance or disposal of any Investment or the management and administration of the Portfolio incurred or accrued on or before the date of the calculation (including but not limited to any unpaid purchase consideration, accrued legal or other expenses, brokerage, stamp duty, borrowings or other liabilities).

1.2 Interpretation

In this Agreement except to the extent that the context otherwise requires:

(a) headings are for ease of reference only and do not affect the meaning of this Agreement;
(b) the singular includes the plural and vice versa and words importing a gender include other genders;

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(c) other grammatical forms of defined words or expressions have corresponding meanings;
(d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of, or schedule or annexure to, this Agreement and a reference to this Agreement includes any schedules and annexures;
(e) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
(f) a reference to ‘$’ is a reference to Australian currency;
(g) a reference to a specific time for the performance of an obligation is a reference to that time in the State, Territory or other place where that obligation is to be performed;
(h) a reference to a party includes its executors, administrators and successors;
(i) a reference to either van Eyk or WFM includes their permitted assigns;
(j) a reference to any legislation or statutory instrument or regulation is construed in accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation, as applicable;
(k) words and expressions defined in the Act as at the date of this Agreement have the meanings given to them in the Act at that date; and
(l) a reference to writing includes typewriting, printing, lithography, photography and any other method of representing or reproducing words, figures or symbols in a permanent and visible form.

2. Relationship Between Parties

2.1 Nature of Relationship

Nothing in this Agreement constitutes or gives rise to or may be deemed to constitute or give rise to the relationships of trustee and beneficiary, joint venture or partnership as between the Company and van Eyk, to give rise to any fiduciary relationship or obligation or other association between the Parties or by any one Party to the other Party.

2.2 No Agency

Without limiting the generality of Clause 2.1 and except as otherwise expressly provided in this Agreement, each Party:

(a)
is not an agent of the other Parties; and
(b) has no capacity to bind the other Parties to contracts with third parties without the express written consent and acknowledgment of those Parties.

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2.3 Capacity

Each Party enters into this Agreement in its own capacity and not as agent, partner or joint venturer of any person.

3. Appointment

3.1 Appointment of van Eyk

(a) With effect on and from the Commencement Date, the Company appoints van Eyk and van Eyk accepts its appointment to manage the Portfolio for the Term with the duties and obligations and on the terms and conditions set out in this Agreement.
(b) Nothing in this Agreement requires van Eyk to provide any managerial services to the Company (being those services allocated to the Manager under the Management Agreement) or to monitor or ensure compliance by the Manager with its obligations under the Management Agreement.

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4. Duties of van Eyk

4.1 Investment Management Duties

(a) Subject to and in accordance with the Applicable Regulations van Eyk must manage the Portfolio and manage and supervise all Investments.
(b) van Eyk is not required to provide or procure the provision of any services which involve the engagement of a third party unless the Company accepts liabilityfor the payment of any fees or charges of that third party in accordance with Clause 5.6. However, this limitation extends only to those services to be provided by a third party where WFM itself and its executives do not have the professional expertise to provide that service.

4.2 Provision of Information

van Eyk must advise the Company in respect of the management of the Portfolio and furnish to the Company the following:

(a) as reasonably required by the Company, details of Investments comprising the Portfolio;
(b) other valuations and reports as may be reasonably required by the Company from time to time;
(c) subject to Clause 3.1(b), sufficient information to enable the Company to observe and perform its covenants as set out in Clause 7 and its duties and obligations under the Company’s constitution; and
(d) without limiting the generality of Clauses 4.3(a) to (c) (inclusive), and subject to Clause 3.1(b), sufficient information to enable the Company to comply with the Applicable Regulations (if necessary).

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5. Powers of van Eyk

5.1 Investment of the Portfolio

(a) Subject to the Applicable Regulations on and from the Commencement Date van Eyk must from time to time and on behalf of the Company invest money constituted in or available to the Portfolio, including money received as a consequence of disposal of Investments or any dividend or other distribution received, in all or any making and holding Investments and, subject to the Applicable Regulations, realise or dispose of Investments.
(b) Investments that may be made by van Eyk are limited to the following:
(i) listed Securities, being any Security quoted on ASX or another Licensed Market including, without limitation, shares, units or notes which are redeemable, preference or deferred, fully or partly paid, with or without any right, title or interest thereto or therein (including a right to subscribe for or convert to any such Security whether listed on ASX or not);
(ii) listed Securities on any global stock market where the Security is also listed on the ASX;
(iii) discount or purchase of bills or exchange, promissory notes or other negotiable instruments accepted, drawn or endorsed by any Bank or by any corporation of at least an investment grade credit rating granted by a recognised credit rating agency in Australia; and
(iv) units or other interests in cash management trusts.

5.2 Discretions of van Eyk

Each of the Parties acknowledges and agrees that, within the Applicable Regulations and subject to Clause 5.3, on and from the Commencement Date, van Eyk has absolute and unfettered discretion to manage the Portfolio and do all things considered necessary or desirable in relation to the Portfolio, including, without limitation:

(a) the investigation of, negotiation for, acquisition of or disposal of, every Investment and any Proposed Investment and the provision of its services to the Company;
(b) from time to time and on behalf of the Company, to sell, realise or deal with all or any of the Investments or to vary, convert, exchange or add other Investments in lieu of those Investments;
(c) if any of the Investments for the time being comprised in the Portfolio is at any time during the continuance of this Agreement redeemed or the capital paid on it is wholly or partly repaid (whether by way of reduction of capital or otherwise) by the company or other person or body by which that Investment was issued or created, either:
(i) convert (if an option is given to convert) the Investment into some other Investment or Investments in pursuance of the option; or
(ii) accept repayment in case of the capital paid or advanced on the Investment and any other monies payable in connection with that redemption or repayment and reinvest all or any of the monies becoming payable (whether in respect of capital, premium, surplus or otherwise) by reason of such

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redemption or repayment in cash in the purchase of Investments to be added to the Portfolio pursuant to the provisions of this Agreement;

(d) either to retain as part of the Portfolio or to retain part and sell the balance of any Security or other property received by the Company by way of bonus or in lieu of or in satisfaction (in whole or in part) of a dividend in respect of any Investments or from the amalgamation or reconstruction of any company; and
(e) if a body corporate whose Securities are included in the Portfolio offers rights to subscribe for new Securities to the Company (as owner of the Securities), either:
(i) to sell the whole of those rights;
(ii) to sell some of such rights and use the proceeds or part of the proceeds to subscribe for the Securities covered by the remainder of those rights; or
(iii) to raise out of the Portfolio such sum as is required to subscribe for those new Securities and apply such sum accordingly in which case the new Securities will be Investments of the Portfolio.

5.3 Change to Investment Strategy

(a)
van Eyk may only manage the Portfolio in accordance with the Investment Strategy.
(b) If a Proposed Investment is not consistent with the Investment Strategy, van Eyk may seek approval from the Company to:
(i) undertake that Proposed Investment; or
(ii) amend the Investment Strategy.
(c) In seeking approval, van Eyk must provide such information to the Company regarding the Proposed Investment to enable the Company to determine how the Investment deviates from the Investment Strategy and the proposed change to the Investment Strategy (if any) as the Company may reasonably request.
(d) van Eyk must make availiable all dividends or other distributions it receives in connection with an Investment, on behalf of the Company in the course of managing the Portfolio, in Cash to be applied by the Company for the payment of dividends or such other purposes as the Company sees fit unless the Company provides its prior approval.
(e) The Company may withhold its approval under this Clause 5.3 in its absolute discretion.

5.4 Delegation by van Eyk

Subject to and in accordance with the Applicable Regulations, van Eyk may, with the prior approval of the Company (such approval not to be unreasonably withheld), appoint or employ by writing or otherwise any person to be sub-contractor for van Eyk to perform any or all of the duties and obligations imposed on it by this Agreement.

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5.5 Specific Powers of Delegation

Without limiting Clause 5.4, in managing the Portfolio and in carrying out and performing the duties and obligations on its part contained in this Agreement (but subject always to the Applicable Regulations), van Eyk may:

(a) by power of attorney or other instrument, appoint any person to be van Eyk’s attorney or agent for such purposes and with such powers, authorities and discretions (not exceeding those vested in van Eyk) as van Eyk thinks fit with power for the attorney or agent to sub-delegate any such powers, authorities or discretions and also to authorise the issue in van Eyk’s name of documents bearing van Eyk’s facsimile signature or of the attorney or agent either with or without proper manuscript signatures of its officers thereon and provided further that van Eyk in any such power of attorney and the attorney or agent by the terms of any such sub-delegation may insert such provisions for the protection and convenience of those dealing with any such attorney or agent or sub-delegate as van Eyk may think fit; and
(b) appoint and engage any investment manager (which may be a related body corporate), barrister, solicitor, stockbroker, stock market consultant, accountant, contractor, qualified adviser, registrar and such other person as may be necessary, usual or desirable in van Eyk’s opinion for the purpose of exercising van Eyk’s powers and performing van Eyk’s obligations. Subject to Clause 5.6 all reasonable and proper fees, charges and moneys payable to any such persons and all disbursements, expenses, duties and outgoings properly chargeable in respect of those persons must be paid by the Company or, at van Eyk’s option, paid by van Eyk and reimbursed by the Company,

and the Company must ratify and confirm all transactions and appointments made by van Eyk in accordance with this Agreement.

5.6 Responsibility for Fees

(a) van Eyk must pay the fees of any investment manager engaged by van Eyk in accordance with Clause 5.4 or Clause 5.5
(b) van Eyk will not be reimbursed by the Company under Clause 5.4 or Clause 5.5 for any fees, costs and expenses incurred by van Eyk pursuant to Clause 5.4 or Clause 5.5 which are not authorised under any budget set from time to time by the Board or otherwise approved by the Board (which must not be unreasonably withheld or delayed).

5.7 Execution of Authorisations

The Company must execute all proxies, powers of attorney and other instruments as may be reasonably necessary or expedient to enable van Eyk or any officer or delegate of van Eyk to fulfill the duties and exercise the powers referred to in Clause 4 and this Clause 5 respectively.

6. Expenses

6.1 Company Expenses

Notwithstanding anything to the contrary contained in or implied by this Agreement other than Clause 6.2, the Company is liable for and, if required by van Eyk, must pay out of the

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Portfolio (or if paid by van Eyk reimburse van Eyk out of the Portfolio) the following fees, costs and expenses when properly incurred in connection with the investment and management of the Portfolio, the acquisition, disposal or maintenance of any Investment or performance of van Eyk’s obligations under this Agreement:

(a) fees payable to any Licensed Market, the ASIC or other regulatory body, the Company’s share registrar and the Approved Valuer for valuations undertaken under Clause 5.7;
(b) all costs, stamp duties, financial institutions duty, bank account debits tax and legal fees and other duties, taxes, fees, disbursements and expenses, commissions and brokerage incurred by the Company or van Eyk (or both) in connection with:
(i) the acquisition and negotiation of any Investment or Proposed Investment;
(ii) any sale or proposed sale, transfer, exchange, replacement or other dealing or proposed dealing with or disposal or proposed disposal of any Investment; and
(iii) the receipt of income or other entitlements from the Investments of the Portfolio,
(c) outgoings in relation to the Portfolio such as rates, levies, duties, taxes and insurance premiums;

provided that:

(d) where a particular fee, cost or expense can be considered to fall within more than one of Clauses 6.1(a) to 6.1(c) (inclusive), that fee, cost or expense (as the case may be) must only be counted once for the purposes of payment by the Company or reimbursement of van Eyk in accordance with the provisions of this Agreement; and
(e) nothing in this Clause 6 operates to oblige the Company to pay any amount contrary to Clause 5.6(b).

6.2 Internal Expenses

van Eyk must bear the cost of, and are not entitled to be reimbursed by the Company in respect of its internal labour costs and legal costs in connection with the performance of their obligations under this Agreement.

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7. Warranties, Undertakings and Acknowledgement by the Company

7.1 Warranties

The Company warrants and represents to van Eyk that the Company has the power to enter into and perform this Agreement, subject only to those express limitations that have been advised to van Eyk in writing.

7.2 Company Undertakings

The Company undertakes to van Eyk that it will:

(a) not do or permit to occur any act, matter or thing or omit to do any act, matter or thing constituting a breach or contravention by the Company of the Applicable Regulations, other than acts or omissions by or on behalf of van Eyk not instigated or caused by the Company;
(b) except as provided in this Agreement, not sell, dispose of or part with possession of any of the Investments or mortgage or charge any of the Investments;
(c) not carry on any business in relation to the Portfolio (including, without limitation, the investment of any funds or dealing in the Portfolio or any part of it) other than pursuant to or as contemplated in this Agreement;
(d) without delay forward to van Eyk copies of all notices, reports, circulars and other documents relating to the Investments received by it; and
(e) use its best endeavours to ensure WFM complies with its obligations under Clause 4.2 of the Management Agreement.

7.3 Acknowledgment

The Company acknowledges that neither van Eyk nor any related body corporate of van Eyk guarantees the repayment of capital or the performance of the Portfolio or makes any representation concerning any of these matters.

8. Warranties and Undertakings by van Eyk and WFM

8.1 Warranties

van Eyk warrants and represents to the Company that:

(a) it has the power to enter into and perform this Agreement, subject only to those express limitations that have been advised to the other Parties in writing;
(b) it holds a Licence; and
(c) as at the date of this Agreement it has a Relevant Interest in voting Securities set out beside its name in Schedule 1.

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8.2 van Eyk Undertakings

van Eyk undertakes to the Company that it must:

(a) not do or permit to occur any act, matter or thing or omit to do any act, matter or thing constituting a breach or contravention by it or the Company of the Applicable Regulations, other than acts or omissions by the Company not instigated or caused by, or on behalf of, it;
(b)
act consistently with the Applicable Regulations from time to time;
(c) keep or cause to be kept proper books of account in relation to the Portfolio and cause the accounts of the Company kept in accordance with the law to be audited in compliance with the Corporations Act;
(d) subject to Clause 12.2, without delay, forward to the Company copies of all notices, reports, circulars and other documents relating to the Investments received by it;
(e) on receipt, deliver or cause to be delivered all documents and papers relating to the Portfolio including, without limitation, share certificates, debenture certificates and documents of title, to the Secretary of the Company;
(f) maintain a register of bodies corporate that it holds a Relevant Interest in from time to time during the Term and must make access available to this register to the Company and its advisers of the Company giving 2 Business Days notice to WFM; and
(g) not permit the Company to acquire any Relevant Interest in any body corporate so as to cause the Company to contravene Section 606 of the Act.

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WFM Undertaking

8.3

(a) WFM undertakes to van Eyk and the Company to comply with its obligations under Clause 4.2 of the Management Agreement.
(b) Breach of this Clause 8.3 does not entitle van Eyk to terminate this Agreement or the Management Agreement.

9. Liability of van Eyk and the Company

9.1 No Liability

Subject to the Applicable Regulations and the terms of this Agreement, van Eyk will, in relation to all the powers, authorities and discretions vested in them, have absolute and uncontrolled discretion as to:

(a) whether or not to exercise them; and
(b) the manner or mode of, and time for, their exercise,

and in the absence of gross negligence, fraud or dishonesty, van Eyk will not be in any way whatsoever responsible to the Company for any loss, costs, damages or inconvenience that may result from the exercise or failure to exercise those powers, authorities and discretions.

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9.2 No Responsibility to Check Documents

The Company will not be responsible for checking any information, documents, forms or lists supplied to it by van Eyk or any employees, attorneys, agents, delegates or sub-agents of van Eyk reasonably believed by the Company to be genuine whether or not in error if any such information, documents, forms or lists is reproduced by the Company.

9.3 No Responsibility for Non-realisation

Neither the Company nor van Eyk (nor any of their respective officers and employees) will on any account be under any liability to the other by reason of it not having realised any specific price or reserve in respect of any Investment or property disposed of or having acquired any Proposed Investment at a particular price.

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10. Remuneration of van Eyk

10.1 Management Fee

(a) In return for the performance of its duties to the Company, van Eyk is entitled to be paid, and the Company must pay to van Eyk, (which remuneration is to be retained for the use and benefit of van Eyk) a management fee payable monthly in arrears ( Management Fee ) calculated as follows:
(i) 0.041667% of the Value of the Portfolio at the close of trading on ASX on the last Business Day of that Month up to a maximum of $41,667 for that Month; and
(ii) if the Value of the Portfolio at the close of trading on ASX on the last Business Day of the relevant Month is greater than $100,000,000, a further 0.03334% of the amount by which the Value of the Portfolio exceeds $100,000,000.
(b) If this Agreement is terminated on a day other than the last Business Day of a Month, the Management Fee for that Month will be determined on the last Business Day of the Term adjusted pro rata for the number of Business Days in that Month.

10.2 Performance Fee

(a) In return for the performance of its duties as manager of the Portfolio, van Eyk is entitled to be paid and the Company must pay to van Eyk (which remuneration is to be obtained for the use and benefit of van Eyk) subject to Clause 10.2(b) – (e), a fee ( Performance Fee ) of 15% of BA where BA is calculated in accordance with the following formula:
BA = (FV - IV) - (IV x (FI II)) II

where

BA is the base amount to be used in calculating the Performance Fee outlined above;

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FI is the level of the S&P ASX 300 Accumulation Index published by ASX on the last Business Day of the relevant Performance Calculation Period;

FV is the Value of the Portfolio calculated on the last Business Day of that Performance Calculation Period;

II is the S&P ASX 300 Accumulation Index published by ASX calculated on the last Business Day of the preceding Performance Calculation Period; and

IV is the Value of the Portfolio calculated on the last Business Day of the preceding Performance Calculation Period;

(b) If the level of the S&P ASX 300 Accumulation Index as calculated on the last Business Day of a Performance Calculation Period is less than the level as calculated on the last Business Day of the preceding Performance Calculation Period, and the Value of the Portfolio calculated on the last Business Day of a Performance Calculation Period is more than the Value of the Portfolio calculated on the last Business Day of the preceding Performance Calculation Period, BA is the amount calculated by the formula FV – IV.
(c) If the Value of the Portfolio calculated on the last Business Day of a Performance Calculation Period ( Accrual Calculation Date ) is less than the Value of the Portfolio calculated on the last Business Day of the preceding Performance Calculation Period, but the amount calculated under Clause 10.2 is a positive number, the Performance Fee payable for that period will be accrued but not paid ( Accrued Performance Fee ) until such time as the Value of the Portfolio calculated on the last Business Day of a subsequent Performance Calculation Period is greater than the Value of the Portfolio calculated on the Accrual Calculation Date.
(d) If the amount calculated under Clause 10.2(a) is a negative number,, so that the calculation of the Performance Fee will result in a negative amount, such negative amount will be deducted from the Accrued Performance Fees (if any), and any remaining negative amount ( Reduced Fee ) will be carried forward and deducted from the next Performance Fee payable under this Clause 10.2. Where any Reduced Fees are greater than the next Performance Fee payable, the amount of the difference will continue to be carried forward and deducted from the next Performance Fee payable after that until such time as future Performance Fees are sufficient to extinguish the Reduced Fees. Where Reduced Fees are calculated for successive Performance Calculation Periods, such fees will be aggregated and carried forward until such time as future Performance Fees are sufficient to extinguish the accrued Reduced Fees.
(e) A Performance Fee payable for a Performance Calculation Period together with any Accrued Performance Fees which are due and payable may only be paid to the extent that these fees ( Outstanding Fees ) once paid from out of the Portfolio would not render the amount calculated as BA after their payment as a negative number. Any Outstanding Fees that may not be paid for that Performance Calculation Period due to the above constitute Accrued Performance Fees for the purpose of subsequent applications of this Clause 10.2.
(f) For the purposes of Clause 10.2 Performance Calculation Period is:
(i) the period from the Commencement Date to the next 30 June;

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(ii) the period from the first day after the preceding Performance Calculation Period to 30 June of the next calendar year; and
(iii) if the Term expires on a day other than 30 June, the last Performance Calculation Period is the period from the first day after the preceding Performance Calculation Period and the date this Agreement is terminated.
(g) Where the ASX or equivalent authority ceases to publish the S&P ASX 300 Accumulation Index then the published index which most closely resembles it must be used for the purposes of this Clause 10.2.
(h) In calculating the Performance Fee for the Performance Calculation Period, changes in the Value of the Portfolio as a result of the issue of Securities by the Company, capital reductions undertaken by the Company, share buy-backs undertaken by the Company and dividend distributions undertaken by the Company will be disregarded or adjusted in a manner determined by the auditor of the Company at the conclusion of that Performance Calculation Period.
(i) The auditor of the Company must review the correct calculation of the Performance Fee prior to payment.

11. Period of Agreement and Termination

11.1 Term

This Agreement commences on the Commencement Date and remains in force until the earlier of:

(a) the date 25 years after the Commencement Date; and
(b) the date of termination in accordance with the balance of this Clause 11.

11.2 Termination by van Eyk

(a) van Eyk may terminate this Agreement at any time after the fifth anniversary of the Commencement Date by giving to the Company at least 6 months written notice.
(b) Subject to Clauses 11.4 and 11.5, termination of this Agreement in accordance with Clause 11.2(a) terminates the obligations of all Parties to each other under this Agreement.

11.3 Removal of van Eyk

The Company may immediately remove van Eyk and terminate this Agreement on the occurrence of any one of the following events:

(a) an Insolvency Event occurs with respect to van Eyk;
(b) van Eyk is in default or breach of its obligations under this Agreement in a material respect and such default or breach cannot be rectified or, if rectifiable, is not rectified within 30 days after the Company has notified van Eyk in writing to rectify the default or breach;

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(c) van Eyk’s Licence is suspended or cancelled at any time in accordance with the Corporations Act; or
(d) van Eyk persistently fails to ensure that Investments made on behalf of the Company are consistent with the Investment Strategy applicable at the time the Investment is made.

11.4 Step-In Rights

(a) The Company must not exercise any right to terminate, cancel or rescind the Management Agreement without giving WFM at least 5 Business Days written notice of its intention to do so.
(b) The termination notice given under Clause 11.4(a) ( Termination Notice) must specify the basis for the proposed termination and such other information as may be reasonably requested by van Eyk.
(c) Within 5 Business Days of receipt of the Termination Notice, van Eyk may give written notice to the Company that it assumes all obligations of the Manager under the Management Agreement ( Acceptance Notice ).
(d) The effect of delivery of the Acceptance Notice is to novate the Management Agreement with the result that van Eyk assumes the obligations of the Manager, and is bound by the terms of the Management Agreement as if it had originally been named as manager of the Company in lieu of the Manager from the date of the Termination Notice and is entitled to the benefits of the Management Agreement in place of the Manager, each with effect from the date of the Acceptance Notice.
(e) Notwithstanding the assumption under Clause 11.4(b), van Eyk is not responsible for any breach of the Management Agreement by the Manager which occurs prior to delivery of the Acceptance Notice. This in no way limits any right of action which the Company may have against the Manager in respect of any such breach.

11.5 Termination Does Not Prejudice Rights

The termination of this Agreement will not affect or prejudice:

(a) the continued operation of this Clause 11 and Clause 17 or any other provisions of this Agreement necessary to give effect thereto;
(b) any right which a Party may have in respect of any breach by the other Party which occurred prior to the termination; and
(c) the obligation of the Company to indemnify van Eyk under Clause 17 of this Agreement with respect to any default, negligent act or omission of the Company occurring prior to the termination date.

12. Voting

12.1 Voting

The Company authorises van Eyk to exercise any right to vote attached to a share or unit forming part of the Portfolio.

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12.2 No Entitlement to Notice of Meeting

van Eyk is not required to dispatch to the Company a notice of meeting relating to any person, company or managed investment scheme in which the Portfolio is invested.

13. General

13.1 Assignment and Novation

A Party may not assign all or any of its right, title and interest in this Agreement to a third party except with the prior consent in writing of the other Party, which consent must not be unreasonably withheld or delayed.

13.2 Waiver

(a) Waiver of a breach of this Agreement or of any rights created by or arising upon default under this Agreement, or upon an event of default, must be in writing and signed by the Party granted the waiver.
(b) A breach of this Agreement is not waived by a failure to exercise, a delay in exercising or the partial exercise of any remedy available under this Agreement or in law or equity.
(c) Any right created by, or arising upon, default under this Agreement, or upon an event of default, is not waived by:
(i) a failure to exercise;
(ii) a delay in exercising; or
(iii) a partial exercise of,

that right.

13.3 Notice

(a) A notice required or authorised to be given or served upon a Party pursuant to this Agreement will be in the English language, in writing and may be given or served by facsimile, telex, telegram, cable, post or hand to that Party at its address, telex or facsimile number or such other address, facsimile number as the Party may have notified in writing to other Party or Parties.
(b) A notice will be deemed, (in the absence of proof to the contrary), to have been given or served on the Party to whom it was sent:
(i) in the case of hand delivery, upon delivery during Business Hours;
(ii) in the case of prepaid post, 2 Business Days after the date of dispatch;
(iii) in the case of facsimile transmission, at the time of dispatch provided that following transmission the sender receives a transmission confirmation report or if the sender’s facsimile machine is not equipped to issue a transmission confirmation report the recipient confirms in writing that the notice has been received.

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(c) A certificate, notice, instruction or other communication given or served under this Agreement will be sufficient if signed by one director or secretary of the respective Party to the Agreement giving such notice or by any other person or persons purporting to be and reasonably believed to be duly authorised by the respective Party to the Agreement giving such notice.
(d) The provisions of this Clause are in addition to any other mode of service permitted by law.
(e) In this Clause ‘notice’ includes a demand, request, consent, approval, offer and any other instrument or communication made, required or authorised to be given under or pursuant to a provision of this Agreement.
(f) In this Clause “Business Hours” means from 9:00am to 5:00pm on a Business Day.

13.4 Further Assurance

Each of the Parties will and will procure their respective officers, servants and agents to sign, execute and do all such further documents, acts, matters and things as will be necessary or desirable to give effect to the provisions of this Agreement.

13.5 Governing Law and Jurisdiction

(a) This Agreement is governed by and is to be construed in accordance with the laws of the State of New South Wales.
(b) Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of the State of New South Wales.

13.6 Severability

Part or all of any provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and, except where the severance of such a provision fundamentally alters this Agreement, the remaining provisions of this Agreement continue in force.

13.7 Entire Agreement

This Agreement contains the entire understanding of the Parties as to its subject matter and there is no other understanding, agreement, warranty or representation whether expressed or implied in any way extending, defining or otherwise relating to these provisions or binding on the Parties with respect to any of the matters to which this Agreement relates.

13.8 Amendment

This Agreement may only be altered in writing executed by all Parties.

14. Force Majeure

14.1 Force Majeure

(a) The obligations of a Party under this Agreement will be suspended to the extent that it is wholly or partially precluded form complying with its obligations under this agreement by Force Majeure.

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(b) This Clause 14.1 will not apply to any obligation to pay money.
(c) If after a period of 6 months the Force Majeure persists the Party affected by the Force Majeure will have the right in its sole discretion to terminate this Agreement on giving 30 days notice of its intention to do so.

15. Non-Exclusivity

15.1 Non-Exclusivity

Provided that van Eyk does not prejudice or otherwise derogate its responsibilities specified in this Agreement, van Eyk may from time to time perform similar investment and management services for other persons.

15.2 Acknowledgment Regarding other Companies

The Company acknowledges that:

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(a) van Eyk has no obligation to purchase or sell, or recommend for purchase or sale, for the account of the Company, any investment which van Eyk purchases or sells for its own account or for the account of any other company; and
(b) van Eyk may give advice and take action in the performance of its duties for other companies which differ from advice given and action taken in relation to the Portfolio.

16. Confidentiality

16.1 Confidentiality

Each Party undertakes to the other that it and any of its attorneys, agents, employees and contractors will, during the continuance of this Agreement and also after its termination faithfully and honestly keep and cause to be kept confidential and not reveal or make known any of the matters, affairs and concerns of the other Party and will not reveal or make known any of the matters, affairs or concerns of the other Party which may come to its knowledge or its attorneys, agents, employees and contractors as contemplated by this Agreement unless required by law or when authorised to do so by the other Party or to the extent that such matters, affairs or concerns are not already in the public domain.

17. Indemnity

17.1 Company Indemnity

The Company must indemnify van Eyk against any losses or liabilities reasonably incurred by van Eyk arising out of, or in connection with, and any costs, charges and expenses (including legal expenses on a solicitor/own Company basis) incurred in connection with van Eyk or any of its officers, employees or agents acting under this Agreement or on account of any bona fide investment decision made by van Eyk or its officers or agents except insofar as any loss, liability, costs, charge or expense is caused by the negligence, default, fraud or dishonesty of van Eyk or its officers or employees. This obligation continues after the termination of this Agreement.

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17.2 van Eyk Indemnity

van Eyk indemnifies the Company against any losses or liabilities incurred by the Company (in its capacity as investment manager of the Company under this Agreement) arising out of, or in connection with, and any costs, charges and expenses incurred in connection with:

(a) any negligence, default, fraud or dishonesty of van Eyk or its officers or supervised agents; or
(b) any breach of this agreement by van Eyk or its officers or supervised agents,

except insofar as any loss, liability, cost, charge or expense is caused by the negligence, default, fraud or dishonesty of the Company or its officers or supervised agents (which for the avoidance of doubt, do not include van Eyk or its officers or supervised agents) in relation to van Eyk’s role as investment manager of the Company under this Agreement.

17.3 Limitation on claims

The indemnity liability under this Clause 17 will be capped at a maximum of the aggregate of the last three years of the Management Fee and Performance Fee as at the date of any liability payment being accepted and agreed by the Parties.

17.4 Conduct of Proceedings

If any person commences any legal or statutory proceeding against van Eyk or to which van Eyk is joined as a party arising out of any alleged default, negligent act or omission of van Eyk, the Company or their employees, agents or contractors in the performance of obligations under this Agreement, van Eyk may by written notice to the Company require the Company to be responsible for the conduct and costs of any defence or other resolution of such proceedings provided that van Eyk will provide the Company with all assistance reasonably requested for the purpose of such defence.

17.5 Indemnity not affected by delegation

Notwithstanding any delegation or appointment pursuant to Clause 5.4 or Clause 5.5 the Company will remain liable for and indemnify van Eyk against any losses, expenses or liabilities arising form acts or omissions of any officer, employee, attorney, agent, subdelegate or sub-agent to whom any delegation is made or who is appointed under Clause 5.4 or Clause 5.5 of this Agreement except in so far as any loss or liability is caused by an act or omission in breach of this Agreement, negligence, other default, fraud or dishonesty of van Eyk or its officers, employees or agents where van Eyk and its officers, employees or agents know or ought reasonably to have known that the action would constitute a breach of this Agreement, negligence, other default, fraud or dishonesty and know or ought reasonably to have known that the loss or liability was likely to arise.

18. Insurance

18.1 Maintain insurances

van Eyk will take out and maintain insurance in the following amounts:

(a) covering all operations of van Eyk including contractual liability against claims for personnel bodily injury and property damage with a combined single limit of $5,000,000; and

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(b) covering loss or damage arising out of negligent acts or errors or omissions which arise from professional services provided by van Eyk under this Agreement with limits no less than $4,000,000 per occurrence.

18.2 Satisfactory form

Such insurance coverage required under Clause 18.1 will be such in a form and with such insurance carriers satisfactory to the Company and without additional cost to the Company. At the written request of the Company, van Eyk will forward certificates evidencing the insurances under Clause 18.1 or provide copies of the relevant insurance policies to the Company. van Eyk will provide thirty days written notice to the Company prior to any change or cancellation of any such insurance policy. If any work under this Agreement is to be further delegated pursuant to Clause 5.4, van Eyk will ensure that such delagee party arranges for appropriate insurances as provided for in Clause 18.1.

18.3 No limitation or qualification

The foregoing statements as to types and limits of insurance coverage to be maintained by van Eyk, and any approval or waiver of these insurances by the Company, is not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by van Eyk under this Agreement, including but not limited to the provisions of Clause17.

19. Disputes

19.1 Notice of Dispute

If any dispute or difference or disputed question concerning this Agreement or the construction, meaning, operation or effect of any of the terms of this Agreement or as to the rights, duties or liabilities of van Eyk or the Company under this Agreement arises between van Eyk and the Company, then van Eyk or the Company may give to the other notice in writing of such dispute or difference.

19.2 Arbitration

(a) Upon the expiration of 7 days after giving the notice referred to in Clause 19.1, unless it will have been otherwise settled between them, the matter in question may be submitted by either van Eyk or the Company to such person as the Parties agree in writing or failing agreement within 7 days to the president for the time being of the Law Society of New South Wales or if he is unwilling to act, to such counsel as will be willing to act as he may select in accordance with and subject to the Commercial Arbitration Act 1984 (NSW).
(b) The award of the arbitrator will be final and binding on the Parties.
(c) Upon every or any such reference, the costs of or incidental to the reference and award respectively will be in the discretion of the arbitrator who may determine the amount thereof, or direct the same to be taxed as between solicitor and Company, or as between party and party, and will direct by whom and to whom, and in what manner the same should be borne and paid.

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20. GST

(a) Unless expressly included, the amounts payable for any supply under or in connection with this Agreement does not include GST.
(b) To the extent that any supply made under or in connection with this Agreement is a taxable supply, the supplier may increase the amounts payable for that supply by an amount not exceeding the amounts payable multiplied by the rate at which GST is imposed in respect of the supply.
(c) If either Party is entitled under this Agreement to be reimbursed or indemnified by the other Party for a cost or expense incurred in connection with this Agreement, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is:
(i) a creditable acquisition incurred by the Party being reimbursed or indemnified or by its representative member; and
(ii) for a creditable purpose.
(d) Words used in this Clause 20.1 which have a defined meaning in the GST Law have the same meaning as in the GST Law.
(e) A Party need not make a payment for a taxable supply made under or in connection with this Agreement in respect of the tax or supply until the supplier has given the recipient a tax invoice for the supply to which the payment relates.
(f) Each Party must do all things necessary or reasonably desirable to ensure that the other Party may claim input tax credits or refunds in respect of payments or set-offs pursuant to this Agreement.

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Schedule 1

Relevant Interests

(see attached)

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Executed as an Agreement.

SIGNED by VAN EYK THREE ) PILLARS LIMITED in ) accordance with Section 127 of the ) Corporations Act in the presence of: )

David Iliffe

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----- Start of picture text -----

David Davis David Iliffe
Director/Secretary Director
____
Name (please print) Name (please print)
SIGNED by VAN EYK RESEARCH )
LIMITED in accordance with Section )
127 of the Corporations Act in the )
presence of: )
Stephen van Eyk Mark Thomas
Director/Secretary Director
____
Name (please print) Name (please print)
SIGNED by WHITE FUNDS )
MANAGEMENT PTY LIMITED )
in accordance with Section 127 of )
the Corporations Act in the )
presence of: )
Cameron McCullagh Scott Whiddett
Director/Secretary Director
______
Name (please print) Name (please print)
----- End of picture text -----

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Parties

van Eyk Three Pillars Limited (ACN 106 854 175)

(Company)

VTP Management Pty Ltd (ACN 109 771 351)

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(VTPM)

van Eyk Research Limited (ACN 010 664 632)

(van Eyk)

Management Agreement

Watson Mangioni

Corporate and Commercial Lawyers Level 13, 50 Carrington Street Sydney NSW 2000 DX 530 Sydney Tel: (02) 9262 6666 Fax: (02) 9262 2626 Email: [email protected]

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This Management Agreement is made on 14 November 2003 (conformed and consolidated version as at 24 August 2009)

Parties

1. van Eyk Three Pillars Limited ACN 106 854 175 of Level 7, 20 Hunter Street, Sydney NSW 2000 ( Company );

2. VTP Management Pty Ltd ACN 109 771 351 of Level 7, 20 Hunter Street, Sydney NSW 2000 ( VTPM );

3. van Eyk Research Limited ACN 010 664 632 of Level 10, 9 Castlereagh Street, Sydney NSW 2000 ( van Eyk ).

Recitals

A. The Company proposes to carry on the business of making and holding investments in Securities.
B. The Company has agreed to appoint VTPM to provide back office managerial services to the Company and VTPM has agreed to accept its appointment on the terms and conditions contained in this Agreement.
C. van Eyk is a party to the Agreement for the sole purpose of consenting to the arrangement set out in, and giving effect to the provisions of Clause 11.4.

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless a contrary intention appears:

Act means the Corporations Act 2001 (Cth).

Applicable Regulations means the Corporations Act and the ASX listing rules from time to time of the ASX as they apply to the Company for the purposes of this Agreement.

Approved Valuer means any duly qualified persons independent both of the Company and VTPM recommended by VTPM (who when making such recommendations must have regard to the particular type or types of Investment which are to be the subject of the valuation) and appointed and instructed in writing by VTPM to value an Investment for the purpose of this Agreement.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to that term in Division 2 of Part 1.2 of the Corporations Act.

ASX means the Australian Stock Exchange Limited.

ASX Listing Rules means the listing rules of the ASX.

Bank means an Australian bank.

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Board means the board of directors of the Company.

Business Day means a day other than a Saturday or Sunday on which Banks located in the Sydney metropolitan area are open for general banking business.

Cash includes cheques, bank deposits, bank cheques, bank transfers, bank drafts and bills of exchange.

GST :

(a) has the same meaning as in the GST Law;

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(b) includes any other goods and services tax or any Tax applying to this Agreement in a similar way; and
(c) includes any additional tax, penalty tax, fine, interest or other charge under a law for such a tax.

GST Law has the meaning given to that term in Section 195–1 of the A New Tax System (Goods and Services Tax) Act 1999 (as amended).

Insolvency Event means in relation to a Party:

(a) an order is made for the winding up of that Party and that order is not withdrawn or set aside within 10 Business Days;
(b) a liquidator or provisional liquidator of that Party is made or appointed and that appointment is not withdrawn or set aside within 10 Business Days;
(c) an effective resolution is passed for the winding up of that Party;
(d) that Party is placed under any formal or informal kind of insolvency administration;
(e) a receiver, manager, receiver and manager or controller of the main undertaking, property or material assets of that Party is appointed or any other process is levied or imposed against any of the main undertaking, property or material assets of that Party;
(f) an order for payment is made or judgment is entered or signed against that Party in an amount of not less than $100,000 and is not satisfied, stayed or set aside within 5 Business Days;
(g) that Party becomes insolvent or unable to pay its debts; or

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(h) a compromise, composition or arrangement becomes effective in relation to the creditors or any class of creditors of that Party or that Party undertakes a reorganisation, moratorium or other administration involving its creditors or any class of its creditors.

Investment Management Agreement means the investment management agreement between the Company and van Eyk dated on or about the date of the Agreement.

Investment Manager means the manager of the Portfolio of Investments of the Company under the Investment Management Agreement.

License means a license required to be held by a Party by Applicable Law to perform its obligations under this Agreement including, without limitation:

(a) in respect of the period to 10 March 2004 only, a securities dealers license issued by ASIC under the Corporations Act; and
(b) an Australian Financial Services License issued by ASIC under the Corporations Act with authorisations necessary to enable the Party to perform its obligations under this Agreement.

Licensed Market has the meaning given in Section 761A of the Corporations Act.

Listing Date means the date the Company is listed on ASX.

Month means for the purposes of Clause 10:

(a) the period commencing on the Commencement Date and ending on the last day of the calendar month in which the Commencement Date occurs;
(b) thereafter successive calendar months commencing on the first day after the end of that first Month during the continuance of this Agreement and includes, if this Agreement is terminated on a date other than the last day of a calendar month, the period commencing on the first day of the calendar month in which this Agreement is terminated and ending on the date of termination.

Proposed Investment means an Investment proposed by the Investment Manager to be made on behalf of the Company.

Prospectus means the prospectus dated on or about the date of this Agreement relating to an initial public offering to raise between $16,000,000 and $100,000,000 for the benefit of the Company.

Securities means:

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(a) securities as defined in section 92(1) of the Corporations Act;
(b) marketable rights (including quoted rights); and
(c) options to take up unissued shares or debentures.

Term means the period from the Commencement Date to the date of termination of this Agreement under Clause 11.

Value of the Portfolio means, at any date that such value is required to be ascertained, the aggregate sum of the values of each Investment calculated for each category of Investment comprising the Portfolio in the following manner:

(a) Securities and rights to them listed on a Licensed Market – the last sale price of the Securities of that class on the date of the valuation, or if the Securities of that class were not traded on that date, the last sale price that class of Securities on the last day on which trading of those Securities occurred, except where the bid quote on the date of valuation is greater than the last sale price in which case the bid quote will be used;
(b) Cash (including income) – the amount of such Cash; and
(c) commercial bills of exchange or negotiable certificates of deposit – cost of acquisition plus interest accrued since acquisition but not received unless VTPM or the Company requests the other in writing that the value be the amount as fixed by an Approved Valuer in which case the value will be as so determined by the Approved Valuer,

1.2 Interpretation

In this Agreement except to the extent that the context otherwise requires:

(a) headings are for ease of reference only and do not affect the meaning of this Agreement;
(b) the singular includes the plural and vice versa and words importing a gender include other genders;
(c) other grammatical forms of defined words or expressions have corresponding meanings;
(d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of, or schedule or annexure to, this Agreement and a reference to this Agreement includes any schedules and annexures;
(e) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;

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(f) a reference to ‘$’ is a reference to Australian currency;
(g) a reference to a specific time for the performance of an obligation is a reference to that time in the State, Territory or other place where that obligation is to be performed;
(h) a reference to a party includes its executors, administrators and successors;
(i) a reference to either van Eyk or VTPM includes their permitted assigns;
(j) a reference to any legislation or statutory instrument or regulation is construed in accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation, as applicable;
(k) words and expressions defined in the Act as at the date of this Agreement have the meanings given to them in the Act at that date; and
(l) a reference to writing includes typewriting, printing, lithography, photography and any other method of representing or reproducing words, figures or symbols in a permanent and visible form.

2. Relationship Between Parties

2.1 Nature of Relationship

Nothing in this Agreement constitutes or gives rise to or may be deemed to constitute or give rise to the relationships of trustee and beneficiary, joint venture or partnership as between the Company and VTPM, to give rise to any fiduciary relationship or obligation or other association between the Parties or by any one Party to the other Party.

2.2 No Agency

Without limiting the generality of Clause 2.1 and except as otherwise expressly provided in this Agreement, each Party:

(Ia) is not an agent of the other Parties; and
(b) has no capacity to bind the other Parties to contracts with third parties without the express written consent and acknowledgment of those Parties.

2.3 Capacity

Each Party enters into this Agreement in its own capacity and not as agent, partner or joint venturer of any person.

3. Appointment

3.1 Appointment of VTPM

(a) With effect on and from the Commencement Date, the Company appoints VTPM and VTPM accepts its appointment to act as manager of the Company for the Term with the duties and obligations and on the terms and conditions set out in this Agreement.
(b) Nothing in this Agreement requires VTPM to provide any investment management services to the Company (being those services allocated to the Investment Manager

81877613_2.DOC ME_81877613_2 (W2003)

under the Investment Management Agreement) or to monitor or ensure compliance by the Investment Manager with its obligations under the Investment Management Agreement.

4. Duties of VTPM

4.1 Duties of VTPM

(a) Subject to Clause 4.1(b), VTPM must provide or procure the provision of reasonable administrative support services reasonably required by the Company to conduct its business. Without limitation, these services include:
(i) maintenance of the corporate and statutory records of the Company;
(ii) liaison with the ASX with respect to compliance with the ASX Listing Rules;
(iii) liaison with ASIC with respect to compliance with the Corporations Act;
(iv) liaison with the share registrar of the Company;
(v) maintenance of financial accounts of the Company; and
(vi) with the agreement of VTPM, such other services as may be delegated to it by the Investment Manager.
(b) VTPM is not required to provide or procure the provision of any services which involve the engagement of a third party unless the Company accepts liabilityfor the payment of any fees or charges of that third party in accordance with Clause 5.3. However, this limitation extends only to those services to be provided by a third party where VTPM itself and its executives do not have the professional expertise to provide that service.

4.2 Monthly Valuations

VTPM must arrange for the calculation of the Value of the Portfolio each month.

4.3 Provision of Information

VTPM must advise the Company in respect of the management of the Portfolio and furnish to the Company the following:

(a) other valuations and reports as may be reasonably required by the Company from time to time;
(b) subject to Clause 3.1(b), sufficient information to enable the Company to observe and perform its covenants as set out in Clause 7 and its duties and obligations under the Company’s constitution; and
(c) without limiting the generality of Clauses 4.3(a) and (b), and subject to Clause 3.1(b), sufficient information to enable the Company to comply with the Applicable Regulations (if necessary).

81877613_2.DOC ME_81877613_2 (W2003)

5. Powers of VTPM

5.1 Delegation VTPM

Subject to and in accordance with the Applicable Regulations, VTPM may, with the prior approval of the Company (such approval not to be unreasonably withheld), appoint or employ by writing or otherwise any person to be sub-contractor for VTPM to perform any or all of the duties and obligations imposed on it by this Agreement.

5.2 Specific Powers of Delegation

Without limiting Clause 5.1, in carrying out and performing the duties and obligations on its part contained in this Agreement (but subject always to the Applicable Regulations), VTPM may:

(a) by power of attorney or other instrument, appoint any person to be VTPM’s attorney or agent for such purposes and with such powers, authorities and discretions (not exceeding those vested in VTPM) as VTPM thinks fit with power for the attorney or agent to sub-delegate any such powers, authorities or discretions and also to authorise the issue in VTPM’s name of documents bearing VTPM’s facsimile signature or of the attorney or agent either with or without proper manuscript signatures of its officers thereon and provided further that VTPM in any such power of attorney and the attorney or agent by the terms of any such sub-delegation may insert such provisions for the protection and convenience of those dealing with any such attorney or agent or sub-delegate as VTPM may think fit; and
(b) appoint and engage any investment manager (which may be a related body corporate), barrister, solicitor, stockbroker, stock market consultant, accountant, contractor, qualified adviser, registrar and such other person as may be necessary, usual or desirable in VTPM’s opinion for the purpose of exercising VTPM’s powers and performing VTPM’s obligations. Subject to Clause 5.6 all reasonable and proper fees, charges and moneys payable to any such persons and all disbursements, expenses, duties and outgoings properly chargeable in respect of those persons must be paid by the Company or, at VTPM’s option, paid by VTPM and reimbursed by the Company,

and the Company must ratify and confirm all transactions and appointments made by VTPM in accordance with this Agreement.

5.3 Responsibility for Fees

VTPM will not be reimbursed by the Company under Clause 5.1 or Clause 5.2 for any fees, costs and expenses incurred by VTPM pursuant to Clause 5.1 or Clause 5.2 which are not authorised under any budget set from time to time by the Board or otherwise approved by the Board (which must not be unreasonably withheld or delayed).

5.4 Approved Valuer

VTPM may appoint the auditor of the Company or the Approved Valuer to calculate the Value of the Portfolio in accordance with Clause 4.3.

81877613_2.DOC ME_81877613_2 (W2003)

5.5 Execution of Authorisations

The Company must execute all proxies, powers of attorney and other instruments as may be reasonably necessary or expedient to enable VTPM or any officer or delegate of VTPM to fulfill the duties and exercise the powers referred to in Clause 4 and this Clause 5 respectively.

6. Expenses

6.1 Company Expenses

Notwithstanding anything to the contrary contained in or implied by this Agreement other than Clause 6.2, the Company is liable for and, if required by VTPM, must pay out of the Portfolio (or if paid by VTPM reimburse VTPM out of the Portfolio) the following fees, costs and expenses when properly incurred in connection with the investment and management of the Portfolio, the acquisition, disposal or maintenance of any Investment or performance of VTPM’s obligations under this Agreement:

(a) fees payable to any Licensed Market, the ASIC or other regulatory body, the Company’s share registrar and the Approved Valuer for valuations undertaken under Clause 5.3;
(b) all costs, stamp duties, financial institutions duty, bank account debits tax and legal fees and other duties, taxes, fees, disbursements and expenses, commissions and brokerage incurred by the Company or the Investment Manager (or both) in connection with:
(i) the acquisition and negotiation of any Investment or Proposed Investment;
(ii) any sale or proposed sale, transfer, exchange, replacement or other dealing or proposed dealing with or disposal or proposed disposal of any Investment; and
(iii) the receipt of income or other entitlements from the Investments of the Portfolio,
(c) outgoings in relation to the Portfolio such as rates, levies, duties, taxes and insurance premiums; and
(d) all accounting and audit costs of the Company whether or not in relation to the Portfolio,

provided that:

(e) where a particular fee, cost or expense can be considered to fall within more than one of Clauses 6.1(a) to 6.1(c) (inclusive), that fee, cost or expense (as the case may be) must only be counted once for the purposes of payment by the Company or reimbursement of VTPM in accordance with the provisions of this Agreement; and
(f) nothing in this Clause 6 operates to oblige the Company to pay any amount contrary to Clause 5.3.

6.2 Internal Expenses

81877613_2.DOC ME_81877613_2 (W2003)

VTPM must bear the cost of, and are not entitled to be reimbursed by the Company in respect of its internal labour costs and legal costs in connection with the performance of their obligations under this Agreement.

7. Warranties, Undertakings and Acknowledgement by the Company

7.1 Warranties

The Company warrants and represents to VTPM that the Company has the power to enter into and perform this Agreement, subject only to those express limitations that have been advised to VTPM in writing.

7.2 Company Undertakings

The Company undertakes to VTPM that it will:

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(a) not do or permit to occur any act, matter or thing or omit to do any act, matter or thing constituting a breach or contravention by the Company of the Applicable Regulations, other than acts or omissions by or on behalf of VTPM not instigated or caused by the Company;
(b) except as provided in this Agreement, not sell, dispose of or part with possession of any of the Investments or mortgage or charge any of the Investments;
(c) not carry on any business in relation to the Portfolio (including, without limitation, the investment of any funds or dealing in the Portfolio or any part of it) other than pursuant to or as contemplated in this Agreement; and
(d) without delay forward to van Eyk copies of all notices, reports, circulars and other documents relating to the Investments received by it.

7.3 Acknowledgment

The Company acknowledges that neither VTPM nor any related body corporate of VTPM guarantees the repayment of capital or the performance of the Portfolio or makes any representation concerning any of these matters.

8. Warranties and Undertakings by VTPM

8.1 Warranties

VTPM warrants and represents to the Company that:

(a) it has the power to enter into and perform this Agreement, subject only to those express limitations that have been advised to the other Parties in writing; and
(b) it holds a Licence.

8.2 Undertakings

VTPM undertakes to the Company that it must:

81877613_2.DOC ME_81877613_2 (W2003)

(a) not do or permit to occur any act, matter or thing or omit to do any act, matter or thing constituting a breach or contravention by it or the Company of the Applicable Regulations, other than acts or omissions by the Company not instigated or caused by, or on behalf of, it;
(b) act consistently with the Applicable Regulations from time to time;
(c) keep or cause to be kept proper books of account in relation to the Portfolio and cause the accounts of the Company kept in accordance with the law to be audited in compliance with the Corporations Act;
(d) subject to Clause 12.2, without delay, forward to the Company copies of all notices, reports, circulars and other documents relating to the Investments received by it; and
(e) on receipt, deliver or cause to be delivered all documents and papers relating to the Portfolio including, without limitation, share certificates, debenture certificates and documents of title, to the Secretary of the Company.

9. Liability of VTPM and the Company

9.1 No Liability

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Subject to the Applicable Regulations and the terms of this Agreement, VTPM will, in relation to all the powers, authorities and discretions vested in them, have absolute and uncontrolled discretion as to:

(a) whether or not to exercise them; and
(b) the manner or mode of, and time for, their exercise,

and in the absence of gross negligence, fraud or dishonesty, VTPM will not be in any way whatsoever responsible to the Company for any loss, costs, damages or inconvenience that may result from the exercise or failure to exercise those powers, authorities and discretions.

9.2 No Responsibility to Check Documents

The Company will not be responsible for checking any information, documents, forms or lists supplied to it by VTPM or any employees, attorneys, agents, delegates or sub-agents of VTPM reasonably believed by the Company to be genuine whether or not in error if any such information, documents, forms or lists is reproduced by the Company.

10. Remuneration of VTPM

10.1 Management Fee

(a) In return for the performance of its duties to the Company, VTPM is entitled to be paid, and the Company must pay to VTPM, (which remuneration is to be retained for the use and benefit of VTPM) a management fee payable monthly in arrears ( Management Fee ) calculated as follows:
(i) 0.03334% of the Value of the Portfolio at the close of trading on ASX on the last Business Day of that Month up to a maximum of $33,334 for that Month; and

81877613_2.DOC ME_81877613_2 (W2003)

(ii) if the Value of the Portfolio at the close of trading on ASX on the last Business Day of the relevant Month is greater than $100,000,000, a further 0.02917% of the amount by which the Value of the Portfolio exceeds $100,000,000.
(b) If this Agreement is terminated on a day other than the last Business Day of a Month, the Management Fee for that Month will be determined on the last Business Day of the Term adjusted pro rata for the number of Business Days in that Month.

11. Period of Agreement and Termination

11.1 Term

This Agreement commences on the Commencement Date and remains in force until the earlier of:

(a) the date 25 years after the Commencement Date; and
(b) the date of termination in accordance with the balance of this Clause 11.

11.2 Termination by VTPM

(a) VTPM may terminate its obligations under this Agreement at any time after the fifth anniversary of the Commencement Date by giving to the Company at least six months written notice.
(b) Subject to Clauses 11.4 and 11.5, termination of this Agreement under Clause 11.2(a) terminates all obligations of the Parties to each other under this Agreement.

11.3 Removal of VTPM

The Company may immediately remove VTPM on the occurrence of any one of the following events:

(a) an Insolvency Event occurs with respect to VTPM;
(b) VTPM is in default or breach of its obligations under this Agreement in a material respect and such default or breach cannot be rectified or, if rectifiable, is not rectified within 30 days after the Company has notified VTPM in writing to rectify the default or breach; or
(c) if and only if VTPM is required to hold a Licence in order to carry out its obligations under this Agreement and VTPM’s Licence is suspended or cancelled at any time in accordance with Sub-division C, Division 4 of Part 7.6 of the Corporations Act.

11.4 Step-In Rights

(a) The Company must not exercise any right to terminate, cancel or rescind the Investment Management Agreement without giving VTPM at least 5 Business Days written notice of its intention to do so.
(b) The termination notice given under Clause 11.4(a) ( Termination Notice) must specify the basis for the proposed termination and such other information as may be reasonably requested by VTPM.

81877613_2.DOC ME_81877613_2 (W2003)

(c) Within 5 Business Days of receipt of the Termination Notice, VTPM may give written notice to the Company that it assumes all obligations of the Investment Manager under the Investment Management Agreement ( Acceptance Notice ).
(d) The effect of delivery of the Acceptance Notice is to novate the Investment Management Agreement with the result that VTPM assumes the obligations of the Investment Manager, and is bound by the terms of the Investment Management Agreement as if it had originally been named as investment manager of the Company in lieu of the Investment Manager from the date of the Termination Notice and is entitled to the benefits of the Investment Management Agreement in place of the Investment Manager, each with effect from the date of the Acceptance Notice.
(e) Notwithstanding an assumption under Clause 11.4(b), VTPM is not responsible for any breach of the Investment Management Agreement by the Investment Manager which occurs prior to delivery of the Acceptance Notice. This in no way limits any right of action which the Company may have against the Investment Manager in respect of any such breach.
(f) VTPM, under no obligation to the Company to exercise its step-in rights under this Clause 11.4.

11.5 Termination Does Not Prejudice Rights

The termination of this Agreement will not affect or prejudice:

(a) the continued operation of this Clause 11 and Clause 16 or any other provisions of this Agreement necessary to give effect thereto; and
(b) any right which a Party may have in respect of any breach by the other Party which occurred prior to the termination.

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12. General

12.1 Assignment and Novation

12.2 Waiver

(a) Waiver of a breach of this Agreement or of any rights created by or arising upon default under this Agreement, or upon an event of default, must be in writing and signed by the Party granted the waiver.
(b) A breach of this Agreement is not waived by a failure to exercise, a delay in exercising or the partial exercise of any remedy available under this Agreement or in law or equity.
(c) Any right created by, or arising upon, default under this Agreement, or upon an event of default, is not waived by:
(i) a failure to exercise;

81877613_2.DOC ME_81877613_2 (W2003)

(ii) a delay in exercising; or
(iii) a partial exercise of,

that right.

12.3 Notice

(a) A notice required or authorised to be given or served upon a Party pursuant to this Agreement will be in the English language, in writing and may be given or served by facsimile, telex, telegram, cable, post or hand to that Party at its address, telex or facsimile number or such other address, facsimile number as the Party may have notified in writing to other Party or Parties.
(b) A notice will be deemed, (in the absence of proof to the contrary), to have been given or served on the Party to whom it was sent:
(i) in the case of hand delivery, upon delivery during Business Hours;
(ii) in the case of prepaid post, 2 Business Days after the date of dispatch;
(iii) in the case of facsimile transmission, at the time of dispatch provided that following transmission the sender receives a transmission confirmation report or if the sender’s facsimile machine is not equipped to issue a transmission confirmation report the recipient confirms in writing that the notice has been received.
(c) A certificate, notice, instruction or other communication given or served under this Agreement will be sufficient if signed by one director or secretary of the respective Party to the Agreement giving such notice or by any other person or persons purporting to be and reasonably believed to be duly authorised by the respective Party to the Agreement giving such notice.
(d) The provisions of this Clause are in addition to any other mode of service permitted by law.
(e) In this Clause ‘notice’ includes a demand, request, consent, approval, offer and any other instrument or communication made, required or authorised to be given under or pursuant to a provision of this Agreement.
(f) In this Clause “Business Hours” means from 9:00am to 5:00pm on a Business Day.

12.4 Further Assurance

12.5 Governing Law and Jurisdiction

(a) This Agreement is governed by and is to be construed in accordance with the laws of the State of New South Wales.
(b) Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of the State of New South Wales.

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12.6 Severability

12.7 Entire Agreement

12.8 Amendment

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This Agreement may only be altered in writing executed by all Parties.

13. Force Majeure

13.1 Force Majeure

(a) The obligations of a Party under this Agreement will be suspended to the extent that it is wholly or partially precluded form complying with its obligations under this agreement by Force Majeure.
(b) This Clause 13.1 will not apply to any obligation to pay money.
(c) If after a period of 6 months the Force Majeure persists the Party affected by the Force Majeure will have the right in its sole discretion to terminate this Agreement on giving 30 days notice of its intention to do so.

14. Non-Exclusivity

14.1 Non-Exclusivity

Provided that VTPM does not prejudice or otherwise derogate its responsibilities specified in this Agreement, VTPM may from time to time perform similar investment and management services for other persons.

15. Confidentiality

15.1 Confidentiality

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16. Indemnity

16.1 VTPM Indemnity

VTPM must indemnify the Company against any losses or liabilities reasonably incurred by the Company arising out of, or in connection with, and any costs, charges and expenses incurred in connection with, any negligence, default, fraud or dishonesty of VTPM or its officers or supervised agents. This obligation continues after the termination of this Agreement.

16.2 Conduct of Proceedings

If any person commences any legal or statutory proceeding against VTPM or to which VTPM is joined as a party arising out of any alleged default, negligent act or omission of van Eyk, VTPM, the Company or their employees, agents or contractors in the performance of obligations under this Agreement, VTPM may by written notice to the Company require the Company to be responsible for the conduct and costs of any defence or other resolution of such proceedings provided that VTPM will provide the Company with all assistance reasonably requested for the purpose of such defence.

16.3 Indemnity not affected by delegation

Notwithstanding any delegation or appointment pursuant to Clause 5.1 or Clause 5.2 the Company will remain liable for and indemnify VTPM against any losses, expenses or liabilities arising form acts or omissions of any officer, employee, attorney, agent, subdelegate or sub-agent to whom any delegation is made or who is appointed under Clause 5.1 or Clause 5.2 of this Agreement except in so far as any loss or liability is caused by an act or omission in breach of this Agreement, negligence, other default, fraud or dishonesty of VTPM or its officers, employees or agents where VTPM and its officers, employees or agents know or ought reasonably to have known that the action would constitute a breach of this Agreement, negligence, other default, fraud or dishonesty and know or ought reasonably to have known that the loss or liability was likely to arise.

17. Insurance

17.1 Maintain insurances

VTPM will take out and maintain insurance in the following amounts:

(a) covering all operations of VTPM including contractual liability against claims for personnel bodily injury and property damage with a combined single limit of $5,000,000; and
(b) covering loss or damage arising out of negligent acts or errors or omissions which arise from professional services provided by VTPM under this Agreement with limits no less than $5,000,000 per occurrence.

17.2 Satisfactory form

Such insurance coverage required under Clause 17.1 will be such in a form and with such insurance carriers satisfactory to the Company and without additional cost to the Company. At the written request of the Company, VTPM will forward certificates evidencing the insurances under Clause 17.1 or provide copies of the relevant insurance policies to the Company. VTPM will provide thirty days written notice to the Company prior to any change

81877613_2.DOC ME_81877613_2 (W2003)

or cancellation of any such insurance policy. If any work under this Agreement is to be further delegated pursuant to Clause 5.1, VTPM will ensure that such delagee party arranges for appropriate insurances as provided for in Clause 17.1.

17.3 No limitation or qualification

The foregoing statements as to types and limits of insurance coverage to be maintained by VTPM, and any approval or waiver of these insurances by the Company, is not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by VTPM under this Agreement, including but not limited to the provisions of Clause16.

18. Disputes

18.1 Notice of Dispute

If any dispute or difference or disputed question concerning this Agreement or the construction, meaning, operation or effect of any of the terms of this Agreement or as to the rights, duties or liabilities of VTPM or the Company under this Agreement arises between VTPM and the Company, then VTPM or the Company may give to the other notice in writing of such dispute or difference.

18.2 Arbitration

(a) Upon the expiration of 7 days after giving the notice referred to in Clause 18.1, unless it will have been otherwise settled between them, the matter in question may be submitted by either VTPM or the Company to such person as the Parties agree in writing or failing agreement within 7 days to the president for the time being of the Law Society of New South Wales or if he is unwilling to act, to such counsel as will be willing to act as he may select in accordance with and subject to the Commercial Arbitration Act 1984 (NSW).
(b) The award of the arbitrator will be final and binding on the Parties.
(c) Upon every or any such reference, the costs of or incidental to the reference and award respectively will be in the discretion of the arbitrator who may determine the amount thereof, or direct the same to be taxed as between solicitor and Company, or as between party and party, and will direct by whom and to whom, and in what manner the same should be borne and paid.

19. GST

19.1 GST

(a) Unless expressly included, the amounts payable for any supply under or in connection with this Agreement does not include GST.
(b) To the extent that any supply made under or in connection with this Agreement is a taxable supply, the supplier may increase the amounts payable for that supply by an amount not exceeding the amounts payable multiplied by the rate at which GST is imposed in respect of the supply.
(c) If either Party is entitled under this Agreement to be reimbursed or indemnified by the other Party for a cost or expense incurred in connection with this Agreement, the

81877613_2.DOC ME_81877613_2 (W2003)

reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is:

(i) a creditable acquisition incurred by the Party being reimbursed or indemnified or by its representative member; and
(ii) for a creditable purpose.
(d) Words used in this Clause 19.1 which have a defined meaning in the GST Law have the same meaning as in the GST Law.
(e) A Party need not make a payment for a taxable supply made under or in connection with this Agreement in respect of the tax or supply until the supplier has given the recipient a tax invoice for the supply to which the payment relates.
(f) Each Party must do all things necessary or reasonably desirable to ensure that the other Party may claim input tax credits or refunds in respect of payments or set-offs pursuant to this Agreement.

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81877613_2.DOC ME_81877613_2 (W2003)

Executed as an Agreement.

SIGNED by VAN EYK THREE ) PILLARS LIMITED in accordance ) with Section 127 of the Corporations ) Act in the presence of: )

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----- Start of picture text -----

David Davis
David Iliffe
Director/Secretary Director
____
Name (please print) Name (please print)
SIGNED by White Funds Management Pty Limited (novated to VTP Management PTY
LTD )
in accordance with Section 127 of )
the Corporations Act in the )
presence of: )
Cameron McCullagh Scott Whiddett
Director/Secretary Director
____
Name (please print) Name (please print)
SIGNED by VAN EYK RESEARCH )
LIMITED in accordance with Section )
127 of the Corporations Act in the )
presence of: )
Stephen van Eyk Mark Thomas
Director/Secretary Director
______
Name (please print) Name (please print)
----- End of picture text -----

81877613_2.DOC ME_81877613_2 (W2003)

AI assistant

TESORO GOLD LTD — Board/Management Information 2009

65957_rns_2009-08-24_8fe8a7c7-4c07-4e73-916f-418bb57b5af1.pdf

SHAREHOLDERS SHOULD REJECT DIXON EXECUTIVES CONTROL

KEY POINTS

OUR RESPONSIBILITIES TO YOU

OUR STRATEGY MEETING (held prior to the Dixon Proposal)

Parties

Investment Management Agreement

Watson Mangioni

Parties

Recitals

1. Definitions and Interpretation

1.1 Definitions

GST :

Securities means:

1.2 Interpretation

2. Relationship Between Parties

2.1 Nature of Relationship

2.2 No Agency

2.3 Capacity

3. Appointment

3.1 Appointment of van Eyk

4. Duties of van Eyk

4.1 Investment Management Duties

4.2 Provision of Information

5. Powers of van Eyk

5.1 Investment of the Portfolio

5.2 Discretions of van Eyk

5.3 Change to Investment Strategy

5.4 Delegation by van Eyk

5.5 Specific Powers of Delegation

5.6 Responsibility for Fees

5.7 Execution of Authorisations

6. Expenses

6.1 Company Expenses

6.2 Internal Expenses

7. Warranties, Undertakings and Acknowledgement by the Company

7.1 Warranties

7.2 Company Undertakings

7.3 Acknowledgment

8. Warranties and Undertakings by van Eyk and WFM

8.1 Warranties

8.2 van Eyk Undertakings

WFM Undertaking

8.3

9. Liability of van Eyk and the Company

9.1 No Liability

9.2 No Responsibility to Check Documents

9.3 No Responsibility for Non-realisation

10. Remuneration of van Eyk

10.1 Management Fee

10.2 Performance Fee

11. Period of Agreement and Termination

11.1 Term

11.2 Termination by van Eyk

11.3 Removal of van Eyk

11.4 Step-In Rights

11.5 Termination Does Not Prejudice Rights

12. Voting

12.1 Voting

12.2 No Entitlement to Notice of Meeting

13. General

13.1 Assignment and Novation

13.2 Waiver

13.3 Notice

13.4 Further Assurance

13.5 Governing Law and Jurisdiction

13.6 Severability

13.7 Entire Agreement

13.8 Amendment

14. Force Majeure

14.1 Force Majeure

15. Non-Exclusivity

15.1 Non-Exclusivity

15.2 Acknowledgment Regarding other Companies

16. Confidentiality

16.1 Confidentiality

17. Indemnity

17.1 Company Indemnity

TESORO GOLD LTD Board/Management Information 2009