HCP EUROPEAN BANK FUND L.P. INVESTMENT MANAGEMENT AGREEMENT

Transcription

1 Execution Copy HCP EUROPEAN BANK FUND L.P. INVESTMENT MANAGEMENT AGREEMENT AS OF JANUARY 13,

2 TABLE OF CONTENTS ARTICLE 1 - DEFINITIONS AND INTERPRETATION Definitions Interpretation... 6 ARTICLE 2 - APPOINTMENT AND DUTIES OF MANAGER Appointment of Manager Duties as Manager Conduct of Business Distribution Services Delegation of Duties Information for Reports or Registration Status of the Manager Employment of an Affiliate or Associate ARTICLE 3 - INVESTMENT DECISIONS AND TRADE EXECUTION Information Books and Records Liquidity and Cash Reserves Portfolio Execution Brokerage Arrangements Non-Exclusivity and Investing in Related Issuers Custodian, Prime Broker and Sub-Custodians Anti-Money Laundering Procedures Privacy Referral Arrangements ARTICLE 4 - FEES AND EXPENSES Fees Expenses ARTICLE 5 - REPRESENTATIONS, WARRANTIES AND COVENANTS Manager's Representations, Warranties and Covenants General Partner's Representations and Warranties Partnership's Representations and Warranties ARTICLE 6 - STANDARD OF CARE, LIABILITY AND INDEMNIFICATION Standard of Care of Manager Conflicts with Other Accounts

3 6.3 Indemnification Manager Not Liable For Taxes Liability of the Limited Partners ARTICLE 7 - AMENDMENT AND TERMINATION Amendment of Agreement Termination of Agreement Fees on Termination Delivery of Records on Termination ARTICLE 8 - GENERAL Reports Assignment Headings Notice Governing Law Invalidity of Provisions Counterparts Time of Essence Severability Electronic Delivery of Documents Dispute Resolution Entire Agreement English Language SCHEDULE A INVESTMENT MANAGEMENT FEES SCHEDULE B PRIVACY POLICY SCHEDULE C POLICY ON ALLOCATION OF INVESTMENT OPPORTUNITIES (FAIRNESS POLICY)

4 INVESTMENT MANAGEMENT AGREEMENT THIS AGREEMENT made as of the 13 th day of January, 2014 BETWEEN: WHEREAS: HCP European Bank Fund L.P. (the Partnership ) by its general partner, Hamilton Capital Partners G.P. Inc., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the General Partner ), - and - Hamilton Capital Partners Inc., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the Manager ). 1. The Partnership is a limited partnership formed under the laws of the Province of Ontario pursuant to a Declaration dated January 2, 2014, and is governed by an amended and restated limited partnership agreement (the Limited Partnership Agreement ) dated as of January 13, 2014, as amended; 2. In accordance with the Limited Partnership Agreement, the General Partner has the power and authority to administer, manage and control the business and affairs of the Partnership, including the power and authority to delegate the management and administration of the business and affairs of the Partnership and to assist in the distribution of Units of the Partnership, in each case, subject always to the overriding control and direction of the General Partner; 3. The Manager is a company incorporated under the laws of the Province of Ontario and is registered in under applicable Securities Legislation as an investment fund manager, exempt market dealer and portfolio manager in Ontario; an exempt market dealer and investment fund manager in Québec; and an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island, and Saskatchewan; and 4. Pursuant to its authority to delegate certain duties under the Limited Partnership Agreement, the General Partner wishes to retain the Manager to manage the investments of the Partnership with investment management, portfolio advisory, and administrative services, and to furnish certain other services to the Partnership as more particularly described in this Agreement and the Manager has indicated its willingness to do so upon the terms and conditions set forth herein

5 THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the receipt and adequacy of which consideration is hereby acknowledged by each of the undersigned parties, the parties agree as follows: 1.1 Definitions ARTICLE 1 - DEFINITIONS AND INTERPRETATION In this Agreement unless the context otherwise requires: (c) (d) affiliate means, with respect to any corporation, any Person who is an affiliate (as that term is defined in the Securities Act (Ontario)); Applicable Laws in respect of any Person, property, transaction or event, means all present and future laws, statutes, regulations, treaties, judgments and decrees applicable to that Person, property, transaction or event and, whether or not having the force of law, all applicable requirements, requests, official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any governmental authority having or purporting to have authority over that Person, property, transaction or event; associate means associate as defined in the Securities Act (Ontario); Business Day means any day on which the Toronto Stock Exchange is open for trading; (e) Identified Documents has the meaning assigned in Section 8.10; (f) Limited Partner means a Person whose name appears on the register of the Partnership as a holder of Units; (g) Manager Party has the meaning ascribed hereto in Section 6.2; (h) (i) (j) (k) (l) Net Asset Value has the meaning assigned in the Offering Documents of the Partnership; Offering Documents means any term sheet, offering memorandum, offering circular or similar document of the Partnership, if any; Person is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a governmental authority, and the executors, administrators or other legal representatives of an individual in such capacity. sales agent has the meaning ascribed hereto in Section 2.2(x); Securities Legislation means the securities laws and regulations in each province and territory of Canada that are applicable to the Partnership and the

6 Manager, from time to time, and the requirements, rules, policies, instruments and decisions of the Securities Authorities that are applicable to the Partnership; (m) (n) Tax Law means the Income Tax Act (Canada), and the regulations thereunder, as the same is presently in force and may hereafter be amended from time to time and includes any statute that may be enacted in substitution therefor; and Unit means a limited partnership interest in the Partnership entitling the holder of such interest as recorded in the register to the rights provided in the Limited Partnership Agreement, and a reference to Unit includes a reference to a class of Unit or series of a class of Unit, as the context may require. 1.2 Interpretation For all purposes of this Agreement, except as otherwise expressly provided for or unless the context otherwise requires: (c) (d) (e) this Agreement means this investment management agreement and all schedules attached thereto, if any, as it may from time to time be supplemented or amended by one or more agreements entered into, pursuant to the applicable provisions hereof; the terms of this Agreement shall be subject at all times to the terms of the Limited Partnership Agreement, however no change may be made to the Limited Partnership Agreement after the date hereof with the effect of prejudicing the rights of the Manager without the express prior written consent of the Manager; any reference to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding the statute so referred to or the regulations made pursuant thereto; any reference to an entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and words importing gender shall include the masculine, feminine or neuter gender and words in the singular include the plural and vice versa. ARTICLE 2 - APPOINTMENT AND DUTIES OF MANAGER 2.1 Appointment of Manager Subject always to the overriding control and direction of the General Partner, all upon the terms and conditions hereinafter set forth, the General Partner hereby appoints the Manager as the investment fund manager, portfolio manager and distributor of Units of the Partnership on the terms herein set out and the Manager hereby accepts such appointment

7 The Manager shall conduct all registrable activity on behalf of the Partnership and is responsible for ensuring compliance with Securities Legislation for all registrable activities. The Partnership authorizes the Manager to have full access to its books, records and business premises and also to whatever other information and material the Manager may require from time to time to discharge its duties hereunder. The Manager covenants to keep confidential all information concerning the Partnership s business and affairs which is not otherwise available to the public. The General Partner will at all times keep the Manager fully informed, or cause the Manager to be kept fully informed, as to the amount and extent of the monies available for investment, the registration and custodial arrangements with respect to the Partnership and will provide the Manager with any other information it may require and of which the General Partner has knowledge in order to carry out its duties hereunder, including any change in the investment objectives, strategies and restrictions of the Partnership. 2.2 Duties as Manager The Manager is hereby authorized and empowered to direct the day-to-day business, operations and affairs of the Partnership on a continuing basis, subject to the provisions of the Limited Partnership Agreement, as amended from time to time. Without limiting its general rights and obligations but subject to the terms and conditions hereof, the Manager shall: (c) (d) provide, or arrange for the provision of, portfolio advisory and investment management services with respect to the investment portfolio of the Partnership and make decisions as to the purchase and sale of portfolio securities, in accordance with the investment objective, strategies and restrictions of the Partnership as set forth in the Limited Partnership Agreement and/or Offering Documents, other dealings with the assets in the portfolio and execution of all portfolio transactions, including selection of market, dealer or broker and the negotiation, where applicable, of commissions, subject always to the direction of the General Partner and the provisions of the Limited Partnership Agreement and, in connection therewith, execute on behalf of the Partnership any and all documents evidencing or relating to any portfolio securities, including specified derivatives and other forms of securities and investments; lend securities of the Partnership in accordance with Applicable Laws and the Limited Partnership Agreement; purchase and sell (by private contract or at public auction), exchange, convey, transfer, or otherwise dispose of any property or securities held in the Partnership and make decisions as to the execution of all portfolio transactions; borrow cash and/or securities for and on behalf of the Partnership and on the security of the Partnership s assets and pledge the Partnership s assets to secure such borrowings;

8 (e) (f) (g) (h) (i) (j) (k) (l) (m) execute all such documents (including all new account, margin and other agreements with brokers) and perform any and all other acts as may be in its judgment necessary or appropriate and, except as otherwise contemplated hereby; exercise all rights, powers, options, privileges, including conversion privileges, and other powers incidental to ownership of the securities held by the Partnership as may be exercised by any Person owning such property or securities in their own right provided that notice has been given to the custodian, prime broker or any sub-custodian of the Partnership s assets; provided that timely notice has been given to the Manager by the custodian, prime broker or any sub-custodian of the Partnership s assets and, pursuant to the Limited Partnership Agreement and/or Offering Documents, determine whether and in what manner to vote, and execute or cause to be executed proxies respecting the voting of, securities held by the Partnership at all meetings of holders of such securities; advise the General Partner promptly of all information which is relevant to the valuation of the portfolio investments, any circumstances of which it is or should be aware which would necessitate an adjustment to a valuation, and any adjustments to the valuation of investments which are subject to a hold period, resale restriction or similar constraint; act as attorney-in-fact, nominee or agent of the General Partner in fulfilling the obligations of the Partnership, in the execution of documents and, if so requested by the General Partner, in the enforcement of the Partnership s rights (in each case subject to the Offering Memorandum); provided, however, that the Manager shall not be obliged to engage legal counsel or other agents or professional advisors in protecting or enforcing the Partnership s rights unless and until it shall have been indemnified to its reasonable satisfaction by the Partnership with respect to all costs and liabilities relating thereto, and the Manager shall have no liability to the Partnership for failing to do so in the absence of such indemnity; provide all other incidental or ancillary services required in connection with the investment management services of the Partnership in accordance with this Agreement; assess whether a purchase or sale of a security is suitable for the Partnership; enter into arrangements regarding the distribution, sale and marketing of Units of the Partnership, including arrangements relating to the right to charge fees of any nature or kind (including, without limitation, sales commissions, distribution fees and transfer fees) in connection with the distribution or sale of Units of the Partnership; ensure that Securities Legislation is complied with in connection with the operation of the Partnership and the sale and distribution of Units, including, without limitation, the preparation and filing of any Offering Documents of the

9 Partnership with securities regulatory authorities pursuant to Securities Legislation and the execution and delivery of all necessary documents and instruments in connection therewith; (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) authorize the issuance of additional Units of the Partnership; provide or arrange for all clerical, accounting and administrative functions and maintain or arrange for the maintenance of proper and complete books and records in connection with the management and administration of the affairs of the Partnership; keep proper records relating to the performance of its duties as investment fund manager and portfolio manager hereunder; conduct day-to-day relations on behalf of the Partnership with other Persons, including other service providers; administer or cause to be administered, on behalf of the Partnership, the payment of distributions from the Partnership to the respective partners of the Partnership and cause of arrange for the processing and registration of subscriptions and transfers of Units of the Partnership; supervise any investment or portfolio advisors appointed in respect of the Partnership; provide, or cause to be provided, to the General Partner advice and assistance in connection with the determination of the investment policies and restrictions of the Partnership; calculate, or cause to be calculated, as often as may be required by the Partnership, the Net Asset Value of the Partnership and the Net Asset Value per Unit of each class and/or series of Units offered by the Partnership; provide, or cause to be provided, statistical and research services relating to the portfolio of the Partnership; provide, or cause to be provided, services in respect of any or all of the Partnership s daily operations, including the processing of subscriptions for Units, the collection and remittance to the custodian of the Partnership of the monies received by virtue of such subscriptions, the processing of requests for redemptions of Units and the processing of requests for the redesignation of Units of any series if permitted under the Limited Partnership Agreement and/or Offering Documents; make, or cause to be made, arrangements as may be necessary or desirable for the distribution and sale of Units by duly qualified investment dealers, brokers, mutual fund dealers, life insurance agents and others (collectively, sales agents ) on such terms as the Manager may determine, subject to the terms hereof, the

10 Limited Partnership Agreement and/or Offering Documents, provided that the Partnership may make arrangements relating to funding or payment of sales commissions or other compensation to such sales agents; (y) (z) (aa) (bb) (cc) (dd) (ee) (ff) (gg) provide, or cause to be provided, to the Partnership adequate for carrying on the undertaking and business of the Partnership, office accommodation, office facilities and personnel, information and computer hardware and software systems, telephone services, stationery, office supplies, custodial and safekeeping services, bookkeeping and internal accounting and audit services, legal services in respect of the procedures of the Partnership and other usual and ordinary office services; provide, or cause to be provided, to the Partnership all other administrative and other services and facilities required by the Partnership in relation to its Limited Partners, including the preparation for and holding of meetings of Limited Partners of the Partnership or of a class or series of Units of the Partnership, the maintenance of records regarding transactions of Limited Partners, registry and transfer agency services; determine from time to time the form of certificate representing the Units, if any; be responsible for all communications with Limited Partners; arrange for the preparation, execution and filing of all returns, reports and filings which may be required from time to time by any municipal, provincial, federal or other governmental authority, including, without limitation, the preparation and filing on behalf of the Partnership of duly completed returns, reports and filings which may be required pursuant to the Tax Act and Securities Legislation and the preparation, approval and filing of the financial statements of the Partnership; subject to Sections 2.5 and 3.7, appoint, and negotiate contracts with third party service providers, including but not limited to administrators, valuation agents, registrar and transfer agents, sub-advisors, auditors, consultants and printers; if necessary, establish an independent review committee or advisory committee for the Partnership with a mandate that complies with Applicable Laws; provide or perform any other duties normally carried out by a investment fund manager and portfolio manager with duties comparable to that of the Manager; and take any and all actions that the Manager deems necessary or desirable in connection with the foregoing duties. 2.3 Conduct of Business The Manager agrees to comply in all material respects with Securities Legislation and the requirements of the securities regulatory authorities in Canada insofar as such relate to its duties

11 and obligations hereunder and to act in accordance with the provisions of the Limited Partnership Agreement and/or Offering Documents. 2.4 Distribution Services The Manager is hereby authorized and empowered to market the Partnership and distribute Units of the Partnership. The Manager shall be responsible for ensuring that all marketing is done in compliance with Applicable Laws and industry standards and that the distribution of Units of the Partnership is done pursuant to prospectus exemptions under Securities Legislation. Where Units of the Partnership are sold through intermediaries, the Manager shall make all commercially reasonable enquiries to ensure that such intermediaries are licensed or registered where required by law and that such intermediaries have discharged all obligations under Securities Legislation. In the event that a prospective investor approaches the Partnership directly, or where an intermediary involved in the potential investment is not registered or the Manager reasonably believes that said intermediary has not discharged all relevant obligations under Securities Legislation, the Manager shall collect any information required by Applicable Laws from the prospective investor and obtain such necessary representations as will enable the Manager to reasonably determine that the investor is qualified to invest in the Partnership pursuant to Securities Legislation. In this regard, the Manager shall maintain any and all registrations required under Securities Legislation, and in such other jurisdictions where such registration may be required from time to time, if any. 2.5 Delegation of Duties The Manager may engage such third party service providers, and delegate certain of its duties hereunder to such service providers, as it deems necessary for the proper administration of the Partnership, provided that, subject to Article 4 herein, the cost of third party administrators, engaged to provide valuation, accounting, reporting and similar services, may be borne by the Partnership. Notwithstanding the foregoing, any delegation or assignment of its duties or services does not release the Manager from its responsibility to comply with its obligations under this Agreement and is always subject to the Manager s control and direction and the ultimate overriding control and direction of the General Partner. The exercise of the powers and the performance of the duties of any service provider engaged by the Manager for the performance of the duties of the Manager hereunder shall be subject always to the control and direction of the Manager and the ultimate overriding control and direction of the General Partner. The Manager shall appropriately supervise any service provider engaged by it commensurate with the Manager s obligations under Securities Legislation. Furthermore, the Manager shall use commercially reasonable efforts to ensure that service providers meet the duties they have been retained to provide; such duties otherwise being the responsibility of the Manager pursuant to this Agreement. The Manager shall take all commercially reasonable efforts to ensure that a service provider shall indemnify the Manager in the event that it fails to adequately perform the duties it has been retained for. Notwithstanding the

12 foregoing, the Manager shall not be responsible for any willful misconduct, fraud or negligence on the part of any service provider or associate or affiliate of said service provider retained or engaged by the Manager in good faith. 2.6 Information for Reports or Registration The Manager shall cooperate with the General Partner to provide any pertinent information required to be included in any reports or registrations which must be filed with any governmental authority by or on behalf of the Partnership or the General Partner. 2.7 Status of the Manager The Manager shall for all purposes be an independent contractor and not a partner or employee of the Partnership or the General Partner. The Manager is not a member of a joint enterprise or joint venture with any other party to this Agreement. The Manager shall have no authority to act for, represent, bind or obligate the Partnership or the General Partner, except as is specifically provided or necessarily implied herein. 2.8 Employment of an Affiliate or Associate The Manager may employ or retain any affiliates or associates of the General Partner or of the Manager to provide goods or services to the Manager in connection with its services hereunder or otherwise for the benefit of the Partnership, provided that the costs and expenses of such goods or services must be reasonable in the sole and absolute discretion of the General Partner. ARTICLE 3 - INVESTMENT DECISIONS AND TRADE EXECUTION 3.1 Information (c) In making investment decisions, the Manager shall exercise its discretion based upon the information from time to time available to it. Such information shall not include any information which the Manager or any of its employees are under a fiduciary, statutory or other legal duty not to use or disclose, and the Manager shall not take such information into account in exercising its discretion. All information relating to services performed by the Manager for the General Partner under this Agreement shall be kept confidential from third parties, except for: (i) employees and officers of the Manager and affiliated companies of the Manager and financial and legal counsel to the Manager and custodians, recordkeepers, valuation agents, sub custodians and prime brokers employed by the Manager and for the purpose of the furtherance of the business of the Partnership in respect of the Partnership s investments; (ii) any Person as the Manager determines in its discretion for the purpose of the furtherance of the business of the Partnership in respect of the Partnership s investments; and (iii) as required by Applicable Laws. The Manager shall be entitled to rely on any information received from the General Partner, custodian, prime broker or a sub-custodian or their respective

13 authorized representatives associated with the day-to-day operation of the Partnership and no liability shall be incurred by the Manager as a result of any error in such information or any failure to receive any notices required to be delivered pursuant to this Agreement and Section 6.1. (d) The Manager agrees that any information supplied to the Partnership will be accurate and complete in all material respects and will contain no material misrepresentations provided that, respecting information derived by the Manager from a Person other than the Manager, the Manager s obligation hereunder shall be limited to using its best efforts to transmit the information accurately and completely and without misrepresentation. 3.2 Books and Records The Manager shall keep or shall cause to be kept records in respect of all portfolio transactions executed on behalf of the Partnership. To the extent permitted by Applicable Laws, during regular business hours and upon five (5) Business Days notice, the Manager shall provide to the General Partner access to the Manager s records relating to the services performed under this Agreement for the General Partner. The Manager shall also provide the General Partner with all information and documents within the control of the Manager and which are necessary or relevant for the Partnership to fulfill its obligations. The Manager shall have access at all reasonable times to books and records maintained for the Partnership, to the extent necessary for the Manager to comply with all Applicable Laws to which it is subject; provided that the Partnership shall produce at its principal office copies of such records and books whenever reasonably required to do so by the Manager for the purpose of legal proceedings or dealings with any governmental or regulatory authorities. 3.3 Liquidity and Cash Reserves Based on such information and other factors provided to it by the General Partner, the Manager shall determine the portion of the assets of the Partnership which will be invested or held uninvested as cash, including but not limited to market conditions, to provide liquidity for redemption of Units of the Partnership, market views of the Manager and/or as may be necessary to manage the Partnership. 3.4 Portfolio Execution The Manager may open accounts for the Partnership with brokerage firms, banks or others and may invest assets of the Partnership in, and may conduct, maintain and operate these accounts for the purchase, sale and exchange of stocks, bonds, treasury bills (or other short term investments), warrants, currencies, forward and futures contracts, puts, calls, indices, derivatives and other securities, and in connection therewith, may borrow money or securities on behalf of the Partnership to complete trades, obtain guarantees, pledge securities and engage in all other activities necessary or incidental to conducting, maintaining and operating such accounts

14 3.5 Brokerage Arrangements (c) (d) All decisions as to the purchase and sale of portfolio securities and all decisions as to the execution of these portfolio transactions, including the selection of market and dealer and the negotiation of commissions, where applicable, shall be made by the Manager. In effecting portfolio transactions, the Manager shall seek to obtain best execution of orders as required by Securities Legislation. To the extent that the terms offered by more than one dealer are considered by the Manager to be comparable, the Manager may, in its discretion, choose to purchase and sell portfolio securities from and to or through dealers who provide research, statistical and other services to the Manager in respect of its management of the Partnership. The Manager shall only enter into such arrangements in accordance with industry standards when it is of the view that such arrangements are for the benefit of its clients. Notwithstanding the forgoing, all parties acknowledge that not all brokerage arrangements will benefit all clients at all times. All parties acknowledge that the Manager may be provided with research from the dealers with whom it places trades for the Partnership, as well as for its other clients. In contemplation of the above, the Manager agrees and acknowledges that it shall not take into account the research it receives in determining dealers through whom it will place portfolio transactions for the Partnership, unless the terms of such a relationship with a dealer are comparable to other terms offered. Furthermore, the Manager shall maintain a list containing the names of all of the dealer(s) that provided such research services to the Manager during the last financial year of the Partnership. The Manager shall provide the Partnership access to the aforementioned list on request. The Manager is hereby authorized, to the fullest extent now or hereafter permitted by Applicable Laws regarding brokerage arrangements, to cause the Partnership to enter into brokerage arrangements and to effect transactions pursuant to such brokerage arrangements. Notwithstanding the foregoing, the Manager acknowledges and agrees that the use of brokerage arrangements does not relieve the Manager from an obligation to obtain best execution and best price for the transaction viewed in terms of either the particular transaction or the Manager s overall responsibilities to all of its clients. Furthermore, the Manager hereby agrees to use its best efforts to enter into written agreements with brokerage service providers and to provide disclosure with respect to these agreements to limited partners of the Partnership as the General Partner deems to be appropriate and as may be required by Applicable Laws. 3.6 Non-Exclusivity and Investing in Related Issuers The Manager may have other business interests and may engage in other activities similar or in addition to those relating to the activities to be performed for the Partnership, including, but not limited to, acting as portfolio manager to other investment funds. The Manager shall carry out its duties in accordance with such

15 conflict of interest policies and policies regarding fair allocation of investment opportunities among clients adopted by the Manager from time to time. The Partnership hereby authorizes the Manager, in carrying out its duties under Section 2.2 of this Agreement, to invest in securities of connected and/or related issuers or other investment funds managed or advised by the Manager subject to Applicable Laws. 3.7 Custodian, Prime Broker and Sub-Custodians The General Partner has selected and appointed the custodian, prime broker and/or subcustodians of the Partnership. The General Partner shall direct the custodian, sub-custodians and/or prime broker of the Partnership to accept instructions from the Manager for settlement purposes. The Manager shall not be liable to the Partnership for any failure on the part of the custodian, prime broker or sub-custodians to settle portfolio transactions. The General Partner shall provide the Manager with all information which it may reasonably require insofar as it relates to the custodial arrangements in connection with this Agreement. 3.8 Anti-Money Laundering Procedures The parties to this Agreement acknowledge that the Manager or the General Partner may retain an administrator for the Partnership. Furthermore, the parties to this Agreement acknowledge that such administrator may be responsible for conducting anti-money laundering procedures in respect of the Partnership. In contemplation of the above, the Manager shall work with the General Partner and any such administrator, and the General Partner shall co-operate fully with the Manager and ensure that the such administrator cooperates fully with the Manager, as may be applicable under this Agreement, to ensure that the Manager s obligations under anti-money laundering and anti-terrorism legislation are discharged. Furthermore, all information regarding the limited partners of the Partnership shall be made available to the Manager upon request, and no such information shall be subject to any duty of confidentiality as may restrict or prohibit the Manager from providing same to any regulatory authority. 3.9 Privacy The Manager s Privacy Policy as it may be amended from time to time is set out in Schedule B hereto. This policy governs the collection, storage and use of the limited partners of the Partnership s individual information. The General Partner hereby adopts such policy for and on behalf of the Partnership Referral Arrangements The Manager may enter into referral arrangements and make payments of such referral fees to others. The Manager agrees to take all reasonable steps to ensure that investors are advised of any such arrangements or fees which relate to their investment in the Partnership

16 ARTICLE 4 - FEES AND EXPENSES 4.1 Fees The Manager shall be entitled to receive management fees from the Partnership on the basis set forth in Schedule A hereto for services provided to the Partnership. The Partnership acknowledges and agrees that the services to be provided directly to the Partnership constitute good and sufficient consideration for the management fees to be paid by the Partnership to the Manager. Fees payable by the Partnership are subject to applicable taxes, including HST/GST, and will be deducted as an expense of the Partnership in the calculation of the Net Asset Value of the Partnership. In addition, the Partnership may make arrangements to pay its investment or portfolio advisors directly, in which circumstance the parties hereto agree that the management fee payable to the Manager in respect of the Partnership shall be reduced by the amount paid by the Partnership to such investment or portfolio advisors. 4.2 Expenses The Partnership shall be responsible for all expenses, and the Manager shall be entitled to reimbursement from the Partnership for all costs actually incurred by it (or by any person to whom the Manager has delegated any of its duties), in connection with the formation and organization of the General Partner and the Partnership, and the ongoing business of the General Partner and the Partnership, including but not limited to: (i) third party fees and expenses, which include Manager s fees, accounting and legal costs, insurance premiums, custodial fees, registrar and transfer agency fees and expenses, bookkeeping and recordkeeping costs, all Limited Partner communication expenses, organizational and set-up expenses, marketing expenses, the cost of maintaining the Partnership s existence and regulatory fees and expenses, and all reasonable extraordinary or non recurring expenses; and (ii) fees and expenses relating to the Partnership s portfolio investments, including the cost of securities, interest on borrowings and commitment fees and related expenses payable to lenders and counterparties, brokerage fees, commissions and expenses, research expenses (including the cost of travel), and banking fees. Expenses other than the Manager s fees contemplated in Section 4.1 (plus applicable taxes) shall be deducted from the Net Asset Value of the Partnership, subject to the Limited Partnership Agreement, unless the General Partner determines (after consultation with the Manager) that such expenses are properly attributable only to certain classes or series of Units

17 (c) Notwithstanding the foregoing, the Manager (in consultation with the General Partner) may in its discretion agree to pay certain expenses that are otherwise the responsibility of the Partnership, without requiring reimbursement, and/or determine a maximum limit of expenses to be borne by the Partnership, any such limit shall be disclosed in an offering document or the Limited Partnership Agreement. ARTICLE 5 - REPRESENTATIONS, WARRANTIES AND COVENANTS 5.1 Manager's Representations, Warranties and Covenants The Manager represents and warrants to all parties of this Agreement that: (c) (d) (e) (f) (g) it is duly incorporated and validly existing as a corporation in the Province of Ontario; it currently holds such licenses and registrations as are necessary to perform its duties hereunder and is not aware of any reason such licenses or registrations might be cancelled. Prior to offering Units of the Partnership in any jurisdiction, the Manager shall ensure that it has the necessary registration under Securities Legislation in that jurisdiction; it has the corporate power and capacity to enter into this Agreement and to perform its duties and obligations hereunder; this Agreement has been duly authorized, executed and delivered by the Manager and is a valid and binding obligation, enforceable against the Manager in accordance with its terms; its appropriate personnel have read carefully and are aware of the Partnership s investment policy as well as the Limited Partnership Agreement; it will take appropriate steps to properly inform its appropriate personnel of any changes to the investment objectives, strategies, policies and restrictions undertaken by the Partnership, such changes having first been made in accordance with the Limited Partnership Agreement, during the term of this Agreement; and it will perform its obligations under this Agreement so that the Partnership complies with its investment objectives, strategies, policies and restrictions. 5.2 General Partner's Representations and Warranties The General Partner represents and warrants to all parties of this Agreement that: it is duly incorporated and validly existing as a corporation in the Province of Ontario;

18 (c) it has the corporate power and capacity to enter into this Agreement and to perform its duties and obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and binding obligation, enforceable against the General Partner in accordance with its terms. 5.3 Partnership's Representations and Warranties The Partnership represents and warrants to all parties of this Agreement that: (c) it is a limited partnership duly formed and validly existing under the laws of the Province of Ontario; it has the power and capacity to enter into this Agreement and to perform its duties and obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and binding obligation, enforceable against the Partnership in accordance with its terms. ARTICLE 6 - STANDARD OF CARE, LIABILITY AND INDEMNIFICATION 6.1 Standard of Care of Manager The Manager shall exercise its powers and discharge its duties hereunder honestly, in good faith and in a manner believed to be in the best interests of the Partnership and shall exercise the degree of care, diligence and skill that a reasonably prudent investment fund manager of an investment fund, with investment objectives similar to those of the Partnership, would exercise in the circumstances. 6.2 Conflicts with Other Accounts The parties to this Agreement acknowledge and agree that the Manager may, from time to time, be a portfolio manager to discretionary accounts and to other investment funds in addition to the Partnership. In contemplation of the foregoing, the Manager shall adhere to the Manager s Policy on Allocation of Investment Opportunities (Fairness Policy) as amended from time to time, attached hereto as Schedule C. 6.3 Indemnification The Manager, its principals, shareholders, officers, directors, agents and employees (each a Manager Party ) shall at all times be indemnified and saved harmless by the Partnership, from and against all actions, proceedings, claims, costs, demands and expenses (including legal costs on a solicitor and his own client basis, judgments and amounts paid in settlement), brought, commenced or prosecuted against any Manager Party for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation

19 to the execution of the Manager s duties under this Agreement, provided such action or inaction was done in a manner consistent with the standard of care set out in Section 6.1 of this Agreement. (c) (d) (e) (f) No Manager Party shall be liable to the Partnership for any loss or damage relating to any matter regarding the Partnership, including any loss or diminution in the value of the assets of the Partnership if it has acted in a manner consistent with the standard of care set out in Section 6.1 of this Agreement. No Manager Party shall be entitled to be indemnified or saved harmless pursuant to subsection 6.3, nor shall a Manager Party be entitled to rely on subsection 6.3, if such Person s action or inaction, giving rise to the claim, cost, charge, expense, loss or damage complained of, is adjudged by a court of competent jurisdiction or an arbitrator who has been mutually agreed to by the Manager Party and the complainant to have constituted gross negligence, fraud, or wilful misconduct on the part of such Person. Nothing herein shall be deemed to protect the Manager against any liability to any Person in respect of any matter relating to this Agreement in any circumstance where there has been gross negligence, fraud, or wilful misconduct on the part of the Manager or to the extent that the Manager may have failed to fulfill its standard of care as set forth in this Agreement. The Partnership shall pay for or promptly reimburse the reasonable expenses incurred by any Manager Party as a party to a proceeding in advance of final disposition of the proceeding if: (i) such Person furnishes the Partnership with a written affirmation of his good faith belief that he has met the standard of conduct set forth in Section 6.1, and (ii) such Person furnishes the Partnership with a written undertaking meeting the qualifications set forth below executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification under this Section 6.3 or otherwise. The undertaking required by this subsection 6.2(d) must be an unlimited general unsecured obligation of the Manager Party. To the extent that any Manager Party is not a party to this Agreement, the Manager Party that is a party to this Agreement shall obtain and hold the right and benefit of this Section 6.2 in trust for and on behalf of such Manager Party. For greater certainty, the Manager shall obtain and hold the right and benefit of this Section 6.3, subject to the qualifications herein contained, for and on behalf of each of its directors, officers, managers, employees and agents. If any claim contemplated in this Section 6.3 shall be asserted against the Manager, the Manager shall notify the Partnership and the General Partner as soon as possible of the nature of such claim and the General Partner shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim, provided, however, that the defence shall be through legal counsel acceptable to the Manager and that no settlement may be made by the General Partner without the prior written consent of the Manager, such consent not to be unreasonably withheld. If the General Partner does not assume such defence, the

20 Manager may do so and the fees and expenses of its counsel shall be paid by the Partnership, but shall be reimbursed by the Manager if the Manager is not entitled to indemnity in respect thereof pursuant to this Section 6.3. (g) The Manager shall have the right to employ separate counsel in any proceeding described above and participate in the defence thereof but the fees and expenses of such counsel shall be at its own expense unless: (i) the employment of such counsel has been authorized by the General Partner; or (ii) the named parties to any such proceeding include the General Partner and the Manager and representation of all of the parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which event the fees and expenses of such counsel shall be paid by the Partnership, but shall be reimbursed by the Manager if the Manager is not entitled to indemnity in respect thereof pursuant to this Section Manager Not Liable For Taxes The Manager shall not be liable for any taxes, assessments or other governmental charges levied with respect to the Partnership or its units or upon the portfolio or any part thereof or upon the income thereof or any interest of the Partnership or of any limited partner therein or thereunder. 6.5 Liability of the Limited Partners No limited partner of the Partnership shall be held to any personal liability nor shall resort be had to the property or assets of any of them for satisfaction of any obligation or claim arising out of or in connection with any obligation of the Partnership under this Agreement. Recourse under this Agreement shall be limited to the assets of the Partnership only and no action shall be taken against the limited partners or agents of the Partnership to recover any amount in excess of the assets of the Partnership. For greater certainty, the Manager waives to the maximum extent possible any right to indemnification that it may have against any limited partner of the Partnership in connection with this Agreement. 7.1 Amendment of Agreement ARTICLE 7 - AMENDMENT AND TERMINATION No provision of this Agreement may be changed, waived, discharged or discontinued except by a document signed by both the Manager and the General Partner, as general partner of the Partnership. For certainty, all parties acknowledge that the General Partner is bound by the Limited Partnership Agreement and may only be able to give consent with notice or the approval of the limited partners of the Partnership pursuant to the terms of the Limited Partnership Agreement. 7.2 Termination of Agreement This Agreement may be terminated at any time by the General Partner or by the Manager in respect of the Partnership by not less than sixty (60) days prior notice in writing. This

21 Agreement may be immediately terminated by a party by notice in writing to the other of them if: the other party shall cease to carry on business, become bankrupt or insolvent, resolve to wind up or liquidate or if a receiver of any of the assets of the other party is appointed; or the other party shall commit any material breach of the provisions hereof, including with respect to the Manager ceasing to be registered pursuant to Securities Legislation or any other Applicable Laws to provide the services hereunder, and shall not have remedied such breach within thirty (30) days after written notice requiring the same to be remedied, provided, however, that rights already accrued at the time of termination of this Agreement shall not be affected by such termination If not terminated earlier, this Agreement shall automatically terminate on the date of termination of the Limited Partnership Agreement. 7.3 Fees on Termination Termination of this Agreement in respect of the Partnership shall not result in any penalty. Upon the termination of this Agreement for any reason whatsoever, the General Partner shall have no further obligation to the Manager, other than for the payment of unpaid fees earned or reimbursable expenses that may be due and owing up to the date of termination of this Agreement. 7.4 Delivery of Records on Termination Upon termination of this Agreement, the Manager shall forthwith deliver to the applicable Partnership: all records, documents and books of account of or relating to the Partnership in the Manager's custody, possession or control; and all materials and supplies for which the Manager has been paid by the Partnership, which are in the possession or control of the Manager and relate directly or indirectly to the performance by the Manager of its obligations under this Agreement; provided, however, that the Manager may retain notarial or other copies of such records, documents and books of account and the Partnership shall produce at its head office the originals of such records, documents and books of account whenever required to do so by the Manager for the purpose of legal proceedings or dealings with any governmental authorities