DATED THE DAY OF

BETWEEN

ZRCAM PRIVATE FUNDS

(“Manager”)

AND

THE PARTY DESCRIBED IN THE FIRST SCHEDULE

(“Investor”)

ASSET MANAGEMENT AGREEMENT

(UNDER THE ISLAMIC PRINCIPLE OF WAKALAH)
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

THIS AGREEMENT is made on the day and year as stated in Section 1 of the First
Schedule BETWEEN:

1. ZRCAM PRIVATE FUNDS, a company incorporated in Labuan with Registration

xxxxxxx, having its registered office address at xxxxxxxxxxxxxxx, being represented by
xxxxxxxx (hereinafter mentioned as "the Manager") of the one part; AND

2. The party whose name and address are stated in Section 2 of the First Schedule
(hereinafter mentioned as "the Investor") of the other part.

RECITALS

WHEREAS the Manager is a registered international business company in Labuan, a

licensed Private Fund Manager and Administrator for private funds under Labuan Financial
Services Authority Act 1996.

AND WHEREAS the Investor is desirous of appointing the Manager to manage his
investments on the basis of the Shari’ah principle of wakalah plus a bonus in the form of an
out-performance fee for performance above an agreed target, subject to the terms and
conditions hereinafter appearing.

NOW IT IS HEREBY AGREED as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

"Authorized Investments" means the investments specified in the Second Schedule and
include any other form of investments from time to time authorized by the Investor in
accordance with Clause 3.3 but shall exclude any form of investments which are
prohibited by the Shari’ah as advised by the Manager’s Shari’ah Supervisory Board.

"Business Day" means a day other than Sunday and any other day that is declared as a
public holiday for Labuan.

"Cash" includes cheque, money order, warrant or other documents (collectively referred
to as ‘instrument’) entitling the holder to legally receive cash as well as short-term
securities, papers and other asset that can be converted into cash without any
encumbrances within 30 days from the date specified on the said instrument.

"Court" means any recognised court of justice or tribunal in Labuan having competent
jurisdiction over matters relating to this Agreement and the laws governing it.

2
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

"Fund" means the capital and/or investment portfolio standing to the credit of the
Investor's Account (s) from time to time comprising the initial investment and thereafter:

(i) any additional capital and/or investments from time to time provided by the Investor
to the Manager for the purposes of this Agreement as provided in Clause 2.3;

(ii) all such securities, monies, financial instruments, placements, rights and all other
forms of investments (whether or not listed on any Stock Exchange) from time to
time standing to the credit of the Investor's Account(s); and

(iii)all monies, dividends, bonuses, rights and other forms of distributions or incomes
derived or accruing from the investment activities carried out by the Manager
pursuant to this Agreement.

"Investor's Account(s)" means the account(s) established by the Manager for the
Investor pursuant to Clause 8.1.

"Investment Articles" means the scripts, certificates and other documents of titles and/or
instruments evidencing the securities and other forms of investment from time to time
comprising the Fund.

"Investment Period" in relation to the management and investment of the Fund by the
Manager hereunder during any particular year, means the following three-month periods:

(a) commencing on the 1st. day of January and ending on the 31st. day of March;

(b) commencing on the 1st. day of April and ending on the 30th. day of June;

(c) commencing on the 1st. day of July and ending on the 30th. day of September;

(d) commencing on the 1st. day of October and ending on the 31st. day of December;

“Joining Fee” means the fee payable upon signing this agreement as specified under
Clause 6.1.

"Law" means all applicable acts, orders, rules, regulations and its subsidiary regulations
being enforced in Labuan and includes rules of common law, official guidelines and
directives, rules and requirements of the relevant stock exchange and other appropriate
authorities.

“Management Fee” means the fee payable to the manager for managing the clients’
investment as specified in Clause 6.2.

"Management Period" means the period stated in Section 9 of the First Schedule and
shall include any further period as may be renewed by the parties hereto pursuant to and
in accordance with Clause 2.2.

3
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

"Quarterly Statements" means the quarterly statements issued by the Manager to the
Investor pursuant to Clause 8.1 (e).

"Securities" means stocks, shares (including preference shares), bonds, notes, other debt
securities (whether secured or unsecured and/or convertible), options, warrants or similar
rights to subscribe or purchase shares or any of the foregoing issued by any private
company or public company (whether or not listed on any stock exchange).

"Shari’ah" means the legal principles, laws and rules derived from the primary sources
Qur'an and Sunnah and secondary sources which includes Ijtihad and its categories
(Ijma', Qiyas, Fatwa, Istihsan, Maslahah) and other recognized rules of Fiqh.

“Shari’ah Supervisory Board” means any committee of experts or an individual expert

employed or engaged by the Manager for the purpose of giving advise on Shari’ah
matters relating to the funds and operations of the Manager or its associates. The Board
may include one or more Islamic scholars familiar with Shari’ah principles relating to the
religious acceptability or otherwise of particular investment classes, securities or
derivative investments or of particular modes of undertaking such investments.

1.2 In this Agreement, unless there is something in the subject or context inconsistent with
such construction or unless it is otherwise expressly provided:

(a) words denoting one gender include all other genders and words denoting the singular
include the plural and vice versa;

(b) words denoting persons include corporations, and vice versa, and also include their
respective heirs, personal representatives, successors in title or permitted assigns, as
the case may be;

(c) words and phrases, definitions of which are given under the Applicable Laws, Act,
Rules and Regulation of Labuan, shall be construed as having the meaning thereby
attributed to them, but excluding any statutory modification thereof not in force at the
date of this Agreement;

(d) where a word or phrase is given a defined meaning in this Agreement any other part
of speech or other grammatical form in respect of such word or phrase has a
corresponding meaning;

(e) any reference to a sub-paragraph, paragraph, sub-clause, clause, schedule or party is

to the relevant sub-paragraph, paragraph, sub-clause, clause, schedule or party of and
to this Agreement and any reference to this Agreement or any of the provisions
hereof includes all amendments and modifications made to this Agreement from time
to time in force;

(f) any reference to a statutory provision includes any modification, consolidation or re-
enactment thereof for the time being in force, and all statutory instruments or orders
made pursuant thereto;

4
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

(g) any reference to "pay", or cognate expressions, include payments made in cash or by
way of bank drafts drawn on a Labuan licensed bank or a foreign bank or effected
through inter-bank transfers to the account of the payee, giving the payee immediate
access to available funds and the word "United States Dollar" and the abbreviation
"USD" mean the lawful currency of United States of America;

(h) any reference to "writing" or cognate expressions, include any communication

effected by telex, cable, facsimile transmission or other comparable means;

(i) any reference to a "day", "week", "month" or "year" is to that day, week, month or
year in accordance with the Gregorian calendar; and

(j) if any period of time is specified from a given day, or the day of a given act or event,
it is to be calculated exclusive of that day and if any period of time falls on a day,
which is not a Business day, then that period is to be deemed to only expire on the
next Business day.

1.3 Where the Investor shall comprise more than one (1) person:

(a) all covenants, undertakings, obligations and liabilities of the Investor hereunder shall
be joint and several; and

(b) the Manager shall and are hereby expressly authorized to act on the instructions of
and to deal with any one or more of them as the Manager shall in their absolute
discretion deem fit.

1.4 The Recitals and Schedules to this Agreement shall have effect and be construed as an
integral part of this Agreement, but in the event of any conflict or discrepancy between
the provisions of this Agreement and the Recitals and Schedules, such conflict or
discrepancy shall, for the purposes of the interpretation and enforcement of this
Agreement, be resolved by:

(a) giving the provisions contained in the clauses of this Agreement priority and
precedence over the provisions contained in the Schedules and Recitals; and

(b) giving the provisions contained in the Schedules of this Agreement priority and
precedence over the provisions contained in the Recitals to this Agreement.

1.5 The headings in this Agreement are inserted merely for convenience of reference and
shall be ignored in the interpretation and construction of any provisions herein.

ARTICLE II

APPOINTMENT OF THE MANAGER

5
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

2.1 Appointment

Subject to and upon the terms and conditions hereinafter contained, the Investor hereby
appoints the Manager to manage and invest the Fund for the benefit of the Investor with
full discretion and complete powers of management and the Manager hereby accepts the
appointment.

2.2 Management Period

The appointment of the Manager shall commence from the date hereof and shall continue
until specifically terminated by either party after giving due notice of termination as
specified in clause 13.1.

2.3 Additional Investment

The investor may at any time add to his investments in the Fund, in the form prescribed
in Annexure One.

ARTICLE III

MANAGER'S FUNCTIONS AND POWERS

3.1 Investment objective

The Manager shall use its best endeavors to ensure that the Fund is managed to the best
of its professional abilities.

3.2 General management powers

3.2.1 In carrying out its functions under this Agreement, the Manager shall have absolute
and uncontrolled discretion as to the management and investment of the Fund and from
time to time, to buy, sell, retain or exchange investments, subscribe to issue of securities,
accept placings and underwritings, effect transactions on any stock market or other asset
markets whether formal or over the counter or otherwise engaged in investment activities
as the Manager shall consider appropriate in relation to the Fund provided that:

(a) no investment shall be made except in Authorized Investments;

(b) no monies of the Fund available for investment may be invested in or lent to the
Manager.

3.2.2. The Manager may at its own discretion engage any specialists or traders with special
skills and ability to access and benefit from Shari’ah consistent high yielding and other

6
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

investment activities on behalf of the client and pay from the profits made for the Fund a
certain portion of profit share or fees to the specialists or traders.

3.3 Additions to Authorized Investments

The Investor may from time to time authorize the Manager to invest the Fund in other
form of investments by issuing to the Manager a written authorization to that effect.

3.4 Power to place cash on deposit

In addition to the Authorized Investments, the Manager may place any cash of the Fund
or permit such cash to remain on deposit with any bank or any other licensed financial
institution or body for such time as the Manager shall consider desirable in the interest of
the Investor provided that the Manager shall procure that all such deposit or investment
accounts established by such bank, institution or body in connection therewith shall be
designated as a trust or client's deposit or investment accounts.

3.5 Employment of other professionals

The Manager may in the performance of its duties hereunder employ attorneys, solicitors,
accountants, stockbrokers or other persons including its related corporations to transact
any business or do any act required to be done in the execution thereof and may delegate
to such persons any of the powers and duties contained herein as the Manager may think
fit without any specific prior reference to the Investor.

3.6 Voting rights

The Manager may, without being under an obligation so to do, exercise any voting or
other rights attached to any securities comprised in the Fund as the Manager in its sole
opinion considers appropriate.

ARTICLE IV

LIABILITIES

4.1 Limitation of liability

4.1.1 The Manager shall not be liable for any loss of profits, costs or expenses suffered or
incurred by the Investor as a result of or in connection with the management of the
Fund by the Manager or, loss in the value of the Fund or any part thereof or, for any
deficiency of any investment made due to market forces or other factors beyond
their reasonable control or due to any act or omission not arising from any gross
negligence, willful misconduct and/or fraud on the part of the Manager or its
servant or agent, or for any error of judgment, or willful breach of the duties herein
provided always that the Manager acts in good faith.

7
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

4.1.2 The Manager shall not be liable for any act, omission, negligence or default of any
banker, broker or person with whom or into whose hands any money or securities
for the time being forming part of the Fund may be deposited with or for any act,
omission, negligence or default of any person or persons employed pursuant to
Clauses 3.2.2 and 3.5.

ARTICLE V

COMPLIANCE WITH LAWS

5.1 Compliance

All investments of the Fund shall be subject to all applicable laws, rules and regulations
made thereunder, customs and usages of the relevant stock markets, rulings and
interpretations of the relevant stock exchanges.

5.2 Manager's duty

The Manager shall take such action or steps as it shall consider necessary or appropriate
to ensure compliance with the applicable laws, rules and regulations including the taking
of any action to avoid or mitigate any loss arising as a result of any change in such laws,
rules and regulations.

ARTICLE VI

EXPENSES AND CHARGES

6.1 Joining Fee

The Investor shall, unless exempted, prior to or upon execution of this Agreement, pay to
the Manager the Joining Fee at the rate stated in Section 10 of the First Schedule.

6.2 Management Fee

The investor shall, where applicable, pay to the Manager a Management Fee as stated in
Section 11 of the First Schedule.

6.3 Transaction expenses to be charged to the fund

The Investor hereby authorises the Manager to charge all transaction costs directly related
to the management of the fund including broker’s commission, clearing fees, legal fees,
trustee fee and stamp duties to the fund as they occur and performance of the fund under
Clause 8.3 is calculated net of such occurred charges.

6.4 Out-performance fee

8
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

An out-performance fee is chargeable if the profits made by the Fund exceed the target
stipulated in the First Schedule. The out-performance fee will be in the form of a certain
proportion of the excess profit as indicated in the First Schedule.

ARTICLE VII

CUSTODY OF INVESTMENT ARTICLES

7.1 Custody

The Manager shall cause all scripts, certificates and other documents of titles evidencing
the securities and other forms of investment comprising the Fund ("Investment Articles")
to be held by a Custodian bank or to be otherwise held in other banks or licensed
institutions in which the Fund’s margin account(s) is held. The Manager may at the cost
and expense of the Investor, register all or any of the Investment Articles either in its
name or its nominee company in trust for the Investor for so long as the Manager thinks
fit. The Manager shall not be liable for any loss or damage to the Investment Articles
unless such loss or damage shall have been due to any gross negligence or willful default
of the Manager or its agent or servant, in which event, the Manager shall at its own cost
and expense take all such steps as may be necessary in order to obtain a replacement from
the relevant issuer of such lost or damaged Investment Articles.

7.2 Trustee-Investor

Where the Investor is a trustee or a trust organization, the Investor hereby warrants and
undertakes to the Manager that the Investor has and will continue to have, for so long as
this Agreement is in force, the rights and powers to appoint or engage the Manager to
manage and invest the Fund subject to and in accordance with the terms and conditions
herein contained.

ARTICLE VIII

MANAGEMENT

8.1 Investor's accounts

The Manager shall:

(a) in relation to the Fund, maintain for the Investor one or more accounts as the
Manager deems necessary ("Investor's Account(s)");

(b) credit into the Investor's Account(s) all monies paid by or on behalf of the Investor to
the Manager for the purpose of investment under this Agreement;

9
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

(c) credit into the Investor's Account(s)all monies and other proceeds arising from the
investment of the Fund (whether as a result of a sale or realization of any securities or
other investment comprising the Fund or, as a result of any distributions in respect
thereof) less such amount or amounts of taxation which the Manager may be required
to deduct or withhold under any relevant laws;

(d) debit from the Investor's Account(s) all sums expended by the Manager for the
Investor's account in relation to the purchase of other acquisition of securities or other
forms of investment and the holding of the such securities or investments;

(e) furnish to the Investor with Quarterly statements of the Investor's Account(s)
("Quarterly Statements"); and

(f) as and when requested by the Investor, furnish to the Investor with true copies of all
tax vouchers or receipts in respect of all taxes paid by the Manager in relation to the
Fund.

8.2 Conversion of currencies

For the avoidance of doubt, the Manager may, in the course of carrying out its function
hereunder from time to time, at the Investor's cost and expense, convert all or any part of
the monies comprising the Fund into any currency as the Manager thinks appropriate and
in such event the Manager shall not be liable in any manner whatsoever to account for
any loss incurred as a result of such conversion.

8.3 Computation of gains from Investments

For the purposes of any Quarterly Statement,

(a) the quarterly performance (whether gain or loss) of an individual client’s portfolio
will be calculated by deducting from the value of the portfolio as at the end of the
Investment Period’s trading day its value at the start of the Investment Period plus
additional funds put under management by the client during the period, net of the
initial service charges, i.e.

Gain or loss in the Investment Period, equals:

Net asset value (NAV) at end - (Net asset value at the beginning + additional funds
injected during the period net of charges)

(b) for funds already under management, the net asset value at the beginning of a new
Investment Period may be proxied by the net asset value at the end of the previous
Investment Period plus additional funds injected during that period.

(c) the net asset value of equities and other securities held in the client’s portfolio will be
determined by using the following prices:

10
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

i. for quoted securities and investments, the price used will be the closing market
price of the security on the last trading day in the Investment Period. For
suspended counters the price will be its last pre-suspension price. For de-listed
counters or counters suspended for longer that two months, the price will be as
assessed by our investment committee and will not be higher than their last quoted
price;

ii. for unquoted shares, the market value of the share will be estimated by applying
an appropriate PE multiple on the company’s estimated current year’s earning per
share. The multiple will be determined by the investment committee and will not
be higher than the quoted market’s current PE valuation;

iii. trading investments will be valued at cost plus or minus realized gains or losses
made during the Investment Period; and

iv. other investments will be valued at cost plus estimated income accrued from the
investment during the Investment Period.

(d) any investments other than in United States Dollar shall be converted to United States
Dollar at the rate available in an appropriate spot market for foreign exchange on the
valuation date, having regard amongst other things to any premium or discount which
may be relevant and to costs of exchange.

8.4 Payments only out of the Fund

The Manager shall not in any event be bound to make any payment to the Investor except
out of the Fund.

8.5 Manager's Covenants

8.5.1 The Manager hereby covenants with the Investor that it will use its best endeavors
to carry on and conduct its business based on efficient and sound commercial
principles with such skill as is reasonably possessed by persons engaged in similar
business and, at all times, to act with reasonable diligence.

8.5.2 The Manager manage the Fund in the interest of the Investor and in good faith and
to the best of his ability and without gaining any undue advantage for itself or any
of its related parties.

8.5.3 Unless otherwise agreed to in writing by the Investor in any specific

case (after being informed in writing by the Manager of the relationship and
the other circumstances relevant thereto) or unless expressly provided herein,
the Manager shall not act as principal in the sale and purchase of investments

11
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

to and from the Fund. The Manager acting as principal includes a reference to
acting in relation to the selling of securities issued by a corporation in which
the Manager has a controlling interest or in which the Manager's interest and
the interests of the Manager’s directors together constitute a controlling
interest.

8.5.4 The Investor hereby undertakes to promptly disclose to the Manager from time to
time all such information and circumstances about itself which by reason of any
dealings or transactions entered or, to be or may be entered into, by the Manager
pursuant to this Agreement will or is likely to give rise to any conflict of interests
or contravention by the Manager or the Investor of any laws.

8.6 Advice

The Manager shall, if so required by the Investor in writing, send to the Investor all
advice of transactions undertaken pursuant to this Agreement as soon as practicable after
completion of the transaction(s).

ARTICLE IX

WITHDRAWAL

9.1 Initial restriction

Unless agreed to by the Manager, no withdrawal of the Fund or any part thereof shall be
made by the Investor during the Minimum Period of Investment as specified in Section 4
of the First Schedule.

9.2 Partial Withdrawal of Funds

Subject to Clause 9.1, the Investor may, from time to time, withdraw any part of the Fund
provided that:

(a) the Investor shall have given to the Manager a written notice in the form prescribed in
Annexure Two ("Withdrawal Notice") not less than fourteen (14) days prior to the
intended date of withdrawal ("Withdrawal Date");

(b) the Withdrawal Date shall be a date falling on the last day of an Investment Period
(the "said day") and if the said day is not a Business Day, the Withdrawal Date shall
be the Business Day immediately following the said day;

(c) the intended withdrawal shall be subject to the retention by the Manager of any part
of the Fund as is necessary to cover the completion of any outstanding transaction

12
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

prior to the Withdrawal Date and any amount accrued to the Manager as the
Manager's fees and any other monies to which the Manager is entitled to by way of
reimbursements and/or indemnity in respect of liabilities incurred by the Manager or
otherwise howsoever pursuant to or in connection with the carrying out of any of the
Manager's functions under the provisions of this Agreement;

(d) if prior to one (1) week before the Withdrawal Date, the Manager shall not, for any
reason whatsoever, be able to sell or realize all or any of the securities or any other
forms of investment comprising the Fund to the extent requested by the Investor
under the Withdrawal Notice (the "Requested Amount") despite using its best
endeavors to do so, the Manager shall inform the Investor of the same. If upon the
Withdrawal Date, the Manager shall still be unable to sell or realize all or any such
securities or investment (“the Unsold Securities”), the Investor agrees that
notwithstanding anything to the contrary herein contained, the Manager shall, as
principal or agent, purchase the Unsold Securities provided that the price at which the
Manager shall purchase the Unsold Securities shall be the price as recommended by
an independent assessor (who shall be a firm of professional valuers or accountants).
The Manager shall procure the independent assessor to value and make its
recommendation within twenty-one (21) days from the Withdrawal date;

(e) If the balance amount of the Fund after the withdrawal of the Requested Amount is
less than the Minimum Investment Balance specified in Section 6 of the First
Schedule, the Manager has the option to deem the withdrawal request as a termination
request under Clause 13.1, for which the notice period shall be one (1) month.

9.3 Loss on currency conversion

It is understood and agreed by the parties hereto that in the event the Investor shall,
pursuant to the Withdrawal Notice, require the Manager to pay to the Investor an amount
in a currency other than in United States Dollar, the Manager shall, subject to the
availability of foreign exchange and at the cost of the Investor, effect the necessary
conversion or conversions at such time or times as the Manager shall at its discretion
thinks fit and in such event, the Manager shall not be liable in any manner whatsoever to
account for any loss suffered by the Investor as result of such conversion(s).

ARTICLE X

INDEMNITY

10.1Indemnity against taxes, etc.

The Investor shall at all times indemnify and keep the Manager and its nominees
indemnified against any assessment, charges or taxation that may be made against the
Manager and/or its nominees in respect of the investments comprising the Fund or any

13
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

part thereof. The provisions of this Clause shall continue to apply notwithstanding the
termination or cessation of this Agreement.

10.2Indemnity against losses, damages, etc.

The Investor shall and hereby irrevocably and unconditionally agrees and undertakes to
indemnify and keep indemnified the Manager against all losses, damages, costs, charges,
expenses, claims, proceedings and liabilities suffered or incurred by the Manager and/or
its nominees including the Manager's solicitors' fees on full indemnity basis, as a result of
or by reason of any transaction entered into by the Manager in the course of managing
and investing the Fund or any part thereof or any action or step taken by the Manager
under this Agreement (including the costs of enforcing the same) or by reason of
anything done or omitted by the Manager pursuant to or in relation to or in any way
connected to the exercise of its powers, discretions, duties and obligations under this
Agreement.

ARTICLE XI

AUTHORIZATION

11.1Authority of the Manager

The Investor hereby authorizes the Manager and the Manager's dealer's representative for
the time being to accept any instruction from and/or give any information to persons
specified by the Investor in writing to the Manager in relation to any matters under this
Agreement. For this purpose, the Investor shall furnish the Manager with the specimen
signatures of the persons authorized by the Investor under this sub-clause.

11.2Permitted disclosure of information

The Investor hereby irrevocably and expressly authorizes the Manager, its nominees and
the Manager's dealer's representative for the time:

(a) to give such accountants/auditors as may be appointed by the Investor all such
information and explanation as they may from time to time require in relation to any
matters hereunder;

(b) to furnish particulars relating to interest and beneficial ownership in stocks/shares

held for the Investor whenever required under the provisions of the Act of the country
of origin, and/or other laws as may be required by the appropriate authorities.

ARTICLE XII

14
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

OUT-PERFORMANCE FEE

12.1 Reward for Out-performance

The Manager shall be paid out-performance fee for any profits in excess of the profit
target specified in Section 7 of the First Schedule based on the proportions specified in
that Section.

12.2Determination and notification

12.2.1 The Manager shall, not later than thirty (30) Business Days after the expiry of an
Investment Period, determine the profits and excess profits in respect of the
investment of the Fund for that Investment Period (if any).

12.2.2 Upon the determination of the profits, the Manager shall forthwith issue to the
Investor a statement showing the computation of such gains and the amount of
fees charged and the out-performance fee due to the Manager.

12.3Authorisation to deduct from client’s account

The Investor shall pay to the Manager the Service fees and Manager's out-performance
fee as specified in this agreement, immediately upon the determination of the amounts of
such fees; and for that purpose, the Investor hereby authorizes the Manager to deduct the
said amounts due from the Investor's Account(s).

12.4Reinvestment of dividends and realised gains

12.4.1 All dividends and other realised gains arising from the investment of the Fund
shall be credited into the Investor's Account(s) and may, at any time and from
time to time, at the discretion of the Manager, be reinvested in any Authorized
Investments.

12.4.2 The Manager may at its discretion choose to automatically pay out trading profits
and other realised gains arising from the investment of the Fund earned through
the specialist and other trading programs described in Clause 3.2.2, such
payments being made at the end of every Investment Period net of fees and profit
shares payable to all the relevant parties involved.

12.5Statements to be conclusive

Any statements issued by the Manager pursuant to this Article XII shall in the absence of
manifest error be binding on and conclusive upon the parties hereto.

ARTICLE XIII

15
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

TERMINATION

13.1Termination

This Agreement may, prior to the expiry of the Management Period, be terminated by
either party hereof by giving to the other party not less than one (1) month’s prior notice
in writing without assigning any reason thereto provided always that the Manager or the
Investor may at any time by written notice served on the other party forthwith terminate
this Agreement in the event of :

(a) the other party committing a material breach of the terms herein;

(b) the other party, if a company or other entity, being dissolved, wound up or becomes
insolvent or enters into any composition or arrangement with or for the benefit of its
creditors;

(c) the other party, if an individual, dies or becomes insane or commits an act of
bankruptcy; or

(d) in the event of any legislation or government policy coming into force which in the
reasonable opinion of the Manager or the Investor as the case may be, may materially
prejudice either of their positions hereunder;

PROVIDED ALWAYS and it is hereby agreed that the termination of this Agreement
as aforesaid shall not prejudice the rights and obligations which have accrued to the
parties hereto on or prior to such termination including but not limited to the
settlement of any outstanding amounts due to the Manager hereunder and the
completion of any unfinished transactions binding upon either party.

13.2Liquidation of Investment upon Termination

Upon the termination of this Agreement, the Manager shall within thirty days (30) days
of such termination use its best endeavours to sell and realize all the securities and other
investments comprising the Fund and return to the Investor the proceeds of such sale and
realization less the fees and such other sums and amounts as shall be payable by the
Investor to the Manager hereunder and all taxes or other levies payable to the relevant
authorities in respect thereof (if any). The Manager shall, at the end of the said thirty-day
period, submit to the Investor a final or closing statement of the Investor’s Accounts. In
the event the Manager shall for any reason be unable to sell or realize such securities and
investments or any part thereof (“the Unrealized Securities”) within the said thirty day
period, the Manager may purchase, either as principal or agent, the Unrealized Securities
and in such circumstances the provisions of the Clause 9.2 (d) shall apply mutatis
mutandis.

ARTICLE XIV

SOFT DOLLARS

16
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

14.1 The Manager may receive soft dollars, discounts and other benefits from brokers and
other third parties in the course of managing the Fund provided always that:

a) Such soft dollar receipts are only used to pay for services directly linked to the
management of the Fund including the purchase of information, research and
advisory services, the payment of communication and other charges as well as the
acquisition of materials and equipments needed for the efficient management of the
Fund;

b) Deals involving such soft dollar do not jeopardize the quality of services provided by
the third parties involved; and

c) Such arrangements do not increase the amount of gross commissions and other fees
paid out of the Fund over and above that normally paid by individual investors.

14.2. Any soft dollars remaining in the account on winding-up or termination of the Fund
will be credited back to the Fund.

ARTICLE XV
MISCELLANEOUS PROVISIONS

15.1Authority of Investor

The Investor (in the case of a corporate or institutional investor) shall, upon the execution
of this Agreement, provide the Manager with:

(a) copies of the Investor's Constitution, By-Laws, Trust Deed or Memorandum and
Articles of Association or any other documents as the Manager deems necessary or
appropriate, certified by the appropriate officer of the Investor or the Investor's
attorney or a notary public;

(b) a certified copy of either the resolution or an extract of the relevant minutes of
meetings of the Board of Directors, Governors or Trustees authorizing:

(i) the acceptance of the terms and conditions of this Agreement;

(ii) the execution and delivery of this Agreement; and
(iii)the person(s) named therein to sign notices or requests required or permitted to be
given under and/or in relation to this Agreement and the Fund and to act on its
behalf on any matters in relation to the transactions hereunder; and

(c) specimen signatures of the authorized signatories referred to in (b)(iii) of this Clause
15.1, shall be provided by the Investor in the format shown as Annexure 3.

15.2Variation of terms

17
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

Neither this Agreement nor any provision hereof may be amended, modified, varied
waived, discharged or terminated orally unless it is made in writing and signed by both
the parties hereto.

15.3Assignment of rights and obligations

The rights and obligations of the Investor under this Agreement shall not be assigned
without the prior written consent of the Manager.

15.4Rights and remedies

The rights and remedies herein are cumulative and not exclusive of any rights or
remedies provided by law.

15.5Waiver

No failure or delay on the part of any party in exercising nor any omission to exercise
any right, power, privilege or remedy accruing to the other party under this Agreement
upon any default on the part of the other party shall impair any such right, power,
privilege or remedy or be construed as a waiver thereof or any acquiescence in such
default; nor shall any action by any party in respect of any default or any acquiescence in
any such default affect or impair any right, power, privilege or remedy of the other party
in respect of any other or subsequent default.

15.6Time of the essence

Time wherever mentioned in this Agreement shall be of the essence.

15.7Death

In the case of death of the Investor, the Manager shall, upon being notified of the same or
upon becoming aware of the same, cease all further transactions relating to the Fund.
Fees, charges and out-performance fee payable to the Manager shall be chargeable to the
fund and the Manager shall, pending the transfer or transmission of the Fund to the
beneficiaries of the estate of the Investor, hold the balance of the investments comprising
the Fund in trust for such beneficiaries. All costs and expenses incurred by the Manager
in holding the Fund pending such transfer or transmission shall be borne and paid for by
the estate. The Manager shall release the balance of the investments to the beneficiaries
of the estate of the Investor upon the said beneficiaries furnishing to the Manager a copy
of the Letter of Administration (Grant of Probate) and relevant Court Order evidencing
the said beneficiaries to be the lawful heir and therefore entitled to receipt of the balance
of investments held in trust for the beneficiaries by the Manager.

15.8Licenses, approvals, etc.

18
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

The Investor shall obtain and maintain at its/his own expense any consents, licenses,
approvals, authorizations, orders and exemptions of any ministry, agency, department or
authority which are required on the part of the Investor, or which are advisable, for the
acceptance, execution, delivery, performance, legality and enforceability of this
Agreement.

15.9Arbitration

15.9.1 Reference: If any dispute or difference of any kind whatsoever shall arise hereof
between the parties hereto in connection with or arising out of or during the
currency of this Agreement or after the determination of this Agreement then in
any such case, any one of them may require the matter be referred to an arbitrator
to be agreed upon between the parties, of which one (1) will be appointed by the
Manager and the other will be appointed by the Investor and the third arbitrator
to be agreed upon by both parties.

15.9.2 Costs and expenses: Upon such reference to arbitration the costs of and
incidental thereto and award shall be determined by the arbitrators who shall have
the right to direct the amount to be taxed as between solicitor and client basis or
as between party and party and by whom and to whom and in what manner the
same be borne and paid.

15.9.3 Death, unwillingness, etc.: In the event of the death of any of the arbitrators or
his unwillingness or inability to act during the arbitration proceedings, the parties
hereto shall upon agreement appoint another person to act in place of the former
arbitrator. After such appointment the whole of the arbitration proceedings shall
be reheard unless all the parties hereto and the substituted arbitrator agrees with
the record of evidence so far taken and to the continuance of the proceedings by
the remaining arbitrators together with substituted arbitrator.

15.9.4 Language : The arbitration proceedings shall be held at Negara Labuan

Darussalam and shall be conducted in English.

15.9.5 Award : The award of the arbitrator shall be final and binding on the parties.

15.10Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable under

present or future laws, such provision shall be fully severable, this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof and the remaining provision shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom. In lieu of such illegal, invalid or unenforceable provision there
shall be added automatically as part hereof a provision, as similar in terms to such
illegal, invalid or unenforceable provision as may be possible that is legal, valid and
enforceable so as to give effect to the intent of the parties hereunder.

15.11Communications Confidential

19
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

15.11.1Communications Confidential: All communications between the parties

hereto or any of them and all information and other material supplied to or
received by any of them from the others which is either marked "confidential"
or is by its nature intended to be exclusively for the acknowledge of the
recipient alone, any information concerning the business transactions or the
financial arrangements of the parties hereto or any person with whom any of
them is in a confidential relationship with regard to the matter in question
coming to the knowledge of the recipient must, save in compliance with any
applicable laws or regulations or with any directives, orders or requirements of
any government agency or any stock exchange, be kept confidential by the
recipient unless or until any party hereto can reasonably demonstrate that it is or
part of it is in the public domain, whereupon, to the extent that it is public, this
obligation will cease.

15.11.2Supplementary Provision: Each party hereto agrees to procure the observance

of the above mentioned restrictions and will take all reasonable steps to
minimize the risks of disclosure of confidential information, by ensuring that
only its employees and directors whose duties will require them to possess any
of such information will have access thereto, and that they will be instructed to
treat the same as confidential.

15.11.3Continuing Obligations: The obligations contained in Clause 15.11.1 will

endure, even after the termination of this Agreement, without limit in point of
time except and until any confidential information enters the public domain as
set out above.

15.12Notices and communication

15.12.1Service of notice: Any demand for payment of monies herein covenanted to be

paid by the Investor notice or other document to be given under this Agreement
and all other communications between the parties with respect to this
Agreement shall be in writing and may be given or sent by:

(a) hand; or

(b) registered, first class or express or air mail or other fast postal service; or

(c) telex, facsimile or other electronic media, to the other party at the address or
facsimile transmission number set out in Sections 2 and 8 of the First
Schedule or such other address or facsimile transmission number as either
party may give notice of to the other.

15.12.2Language: All such notice and documents shall be in English.

20
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

15.12.3Deemed service: Any notice or other document shall be deemed to have been
duly served upon and received by the addressee:

(a) if delivered by hand, at the time of delivery:

(b) if sent by registered post, first class post or express or air mail or other fast
postal service, within ten (10) days of despatch; and

(b) if transmitted by way of telex or facsimile transmission or other electronic

media, at the time of transmission.

15.12.4Proof of service: In proving the giving of a notice or any other document under
or in respect of this Agreement it shall be sufficient to show:

(a) in the case of registered post, first class post or express or air mail or other
fast postal service, that the notice or other document was contained in an
envelope which was duly addressed and posted; or

(b) in the case of facsimile transmission or telex or other electronic media, that
the facsimile transmission or telex or other electronic media was duly
transmitted from the despatching terminal, as evidenced by a transmission
report generated by the transmitting equipment.

15.13Force majeure: Should the Manager or the Investor be prevented or delayed ("the
Affected Party") from performing its obligations under or in relation to this Agreement
by reason or as a result of any force majeure, the Affected Party shall be excused from
performing those obligations whilst it is so prevented or delayed. The term "force
majeure" means act of God, Governmental actions, strikes, lock-outs or other industrial
disturbances, acts of public enemy, blockades, wars, insurrections, explosions, fires,
accidents and other events beyond the reasonable control of the Affected Party.

15.14Binding Effect: This Agreement shall be binding upon the parties hereto and their
permitted legal assigns and successors-in-title.

15.15Costs and expenses: All costs and expenses in connection with the preparation,
execution and perfection of this Agreement and any other documents pursuant thereto
or, in connection with any matters relating to the transaction set out herein including
the Manager's solicitors' fees and stamp duties thereon shall be borne out of the Fund or
by the Investor.

15.16Law: This Agreement shall be governed by and construed in accordance with the Laws
of the Labuan.

[The remainder of this page has been intentionally left blank]

21
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

[Signing page follows]

22
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above
written.

Signed by: )
for and on behalf of )
ZRCAM PRIVATE FUNDS ) ……….…………………………….…………
) (xxxxxxxxxxxxxxxxxxxxx)
) Position

In the presence of: ) ……………………………xxxxxxxxxxxxxxxxx)

)

Signed by Client: ) .….………………………………..………….…

) (Name of Client)
)

In the presence of : ) ……..……………………………………………

) (Witness)
) NRIC
Designation

23
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

FIRST SCHEDULE (JOINT ACCOUNT)

(which is to be taken, read and constructed as an essential part of this Agreement)

1. Date of this Agreement:

2. Particulars of the Joint Investors:

(i) Name:
(NRIC:) / (Company No: )

Address:

House Telephone No:

Office Telephone No:

Facsimile Number:

4. Minimum Investment Amount: USD500,000 (United States Dollar Five Hundred

Thousand Only).

5. Minimum Period of Investment: 1 year from the date the initial capital comprising the fund is
first paid or surrendered by the Investor to the Manager pursuant to this Agreement.

5. Minimum Additional Amount: USD 500,000 (United States Dollar Five Hundred Thousand
Only).

6. Minimum balance needed to maintain the agreement after the minimum period of investment:
USD 500,000 (United States Dollar Five Hundred Thousand Only).

7. Mudharabah share proportion between Manager and Investor: The Manager: 20% (Twenty
centum) The Investor: 80% (Eighty per centum) of profits made during every Investment Period.

8. Particulars of Manager:

Name: ZRCAM PRIVATE FUNDS

Registered Address:

Business address: (To be advised)

Telephone number: (To be advised) Facsimile number: (To be advised)

9. Management Period: 1-year minimum (automatically renewed unless instructed otherwise).

10. Joining Fee: 1.5% (One and half per centum) of the initial and additional investment.

11. Retainer Fee: 1% (One Percentum) of the NAV of the fund to be calculated on quarterly basis.

24
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

12. Withdrawal of all dividends and other realised gains: The withdrawal of all dividends and other
realised gains are done upon request by the Investor at the end of every Investment Period.

SECOND SCHEDULE
(which is to be taken read and construed
as an essential part of this Agreement)

[Clauses 1.1 and 3.3]

LIST OF AUTHORIZED INVESTMENTS

1. Securities, monies, financial instruments, placements, rights

and all other forms of investments (whether or not listed on
any Stock Exchange), as shall be selected by the Manager
from time to time.

2. Closed-end, property trusts and unit trust funds.

3. Money market instruments and placements.

4. Derivative financial instruments including stock indices and

commodity futures, options, warrants and TSRs.

5. Spot trading of currencies and commodities.

6. Cash or cash equivalents.

7. Direct Investment in any companies or projects deemed to

be viable and profitable as mutually agreed by the managers
and the clients.

8. Other securities as may be determined by the Investment

and Shari’ah Supervisory Board (SSB).

Note:

All investments shall be in conformity with the Shari'ah.

25
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

Form C

ANNEXURE ONE
(Which is to be taken read and construed in relation to Clause 2.3
of this Agreement)

ADDITIONAL INVESTMENTS

To: Date:

ZRCAM PRIVATE FUNDS

(To be advised).

Dear Sirs,

Re: Investor's Account No:

Asset Management Agreement dated day of between ZRCAM PRIVATE
FUNDS and [NAME OF CLIENT].

1. We refer to Clause 2.3 of the above-referenced agreement ("the Agreement").

2. We enclose herewith a sum of USD______________(in words

USD_________________________________________________________________)
being additional investment in accordance with the above Clause.

Thank you.

Yours faithfully,

.....................................
(Authorised Signatory)

Note : This letter is to be used when the investor would like to make additional investments beyond what has been authorized
in the relevant page of the First Schedule at a later time.

26
 Asset Management Agreement - (Al-Mudharabah Basis
(Dated 18/03/13
Discussion Draft

Form D
ANNEXURE TWO

NOTICE OF WITHDRAWAL
[Clause 9.2]

To: Date:

ZRCAM PRIVATE FUNDS

(To be advised)

Dear Sirs,

Re: Investor's Account No:

Asset Management Agreement dated day of

1. We refer to the above-mentioned Asset Management Agreement.

2. Pursuant to Clause 9.1(a) thereof and subject to the terms of the Asset Management Agreement, we
hereby give you notice that we wish to withdraw

Total Fund

Part of the Fund amounting to RM...............................

The following securities listed below comprising the Fund

1. ............................................... ...................Units
2. ............................................... ...................Units

3. The amount should be credited to :

Account No. : ................................................................

Routing No. : ................................................................
Bank Name : ................................................................
Bank Address : ................................................................

on the ........ day of ..................., 20........

Yours faithfully,
For and on behalf of

.......................................
(Authorized Signatory)
Note : This form should be used when the Investor intends to withdraw their investment. Please take note of the
withdrawal policy

27