Management Agreement

Initial five year term and automatic extension for subsequent rolling five year terms unless terminated by either party in accordance with the MA.

After the expiration of the initial term, the Company may remove the Manager and terminate the MA on delivery of 6 months’ prior written notice.

• 1.00% p.a. + GST of the first $700 million of the Portfolio Net Asset Value;
• 0.85% p.a. + GST of the Portfolio Net Asset Value in excess of $700 million and less than or equal to $1 billion; and
• 0.75% p.a. + GST of the Portfolio Net Asset Value in excess of $1 billion.

"Portfolio Net Asset Value" is the market value of the assets of the Portfolio reduced by any accrued but unpaid expenses of the Company, but not provisions for tax payable or unpaid dividends of the Company, and after subtracting any borrowings drawn down and adding back any borrowings repaid.

The management fee is accrued and calculated daily and paid monthly in arrears.

If at any time during the initial term, some or all of the corporate management services are provided directly by employees of the Company or by another service provider engaged by the Company, the Company and Manager agree to review the fees payable in good faith, but are not legally bound to reach an agreement to vary the fees.

Termination by Manager
The Manager may terminate the MA at any time after the first anniversary of the Commencement Date, by giving to the Company at least 6 months' written notice.

Termination by the Company – shareholder resolution
The MA will automatically terminate 3 months after an ordinary resolution of the Company is passed to end the MA.

Termination by the Company – generally
The Company may terminate the MA after the expiration of the initial five-year term, by giving 6 months' prior written notice.

Termination by the Company – for cause
The Company may terminate the MA with immediate effect by written notice if:

(a) an insolvency event occurs with respect to the Manager;

(b)  the Manager is in default or breach of its obligations under the MA in a material respect and such default or breach cannot be rectified;

(c)  the Manager is in default or breach of its obligations under the MA in a material respect and fails to remedy that default or breach within 30 days after receiving notice of that default or breach.

(d)  the Manager ceases to carry on business in relation to its activities as an investment manager;

(e)  the Manager persistently fails to ensure that Investments made on behalf of the Company are consistent with the Investment Strategy; or

(f)  the Licence under which the Manager performs its obligations under the MA is suspended for at least 1 month or cancelled and the Manager fails to obtain an authorisation enabling it to perform its obligations under this Agreement from a third party licensee; or

(g)  the Portfolio Manager (i.e., the person or persons making investment decisions for the Portfolio) departs the Manager, the Manager has been unable or unwilling to replace the Portfolio Manager with a person identified in the Succession Plan (see relevant item below) or an externally sourced replacement within 3 months of the Portfolio Manager's departure and the Manager has notified the Company of this circumstance within 5 business days after the end of the 3 month period.

Force majeure – either party

• If a force majeure event affecting a party persists for more than six months, the party may terminate the MA by giving 30 days' notice of its intention to do so.

Investment management services
The Manager will, subject to and in accordance with Applicable Regulations, manage the Portfolio, and manage and supervise all Investments in accordance with the terms of the MA. 

The Manager must:
(a)  with the consent of the Company, or under force of law or if requested by a regulatory authority, give any information and assistance and make available any records relating to the Portfolio reasonably required by the auditors of the Company under the Applicable Regulations or any regulatory authority;

(b)  exercise all due diligence and vigilance in carrying out its functions, power and duties under the MA;

(c)  comply with the Manager's policy regarding the receipt by the Manager or by an associate of the Manager of benefits in relation to the investment or management of the Portfolio and provide a copy of such policy to the Company upon written request by the Company

(d)  account to the Company for any monetary benefits, fees, rebates or commissions received by the Manager or any associate of the Manager in relation to the investment of the Portfolio, other than benefits permitted to be received in accordance with the policy disclosed under paragraph (c) and fees and commissions payable under the MA;

(e)  exercise due care in selecting, appointing and reviewing the performance of any agent of the Manager in connection with the Portfolio or any broker or dealer engaged by the Manager under the MA;
(f)    keep or cause to be kept by the Custodian proper books of account and records in relation to the Portfolio recording transactions by the Manager; and

(g)  provide access to any books of account and records relating to the Portfolio at the reasonable request of the Company to the Company or any person duly authorised by the Company.

Subject to the Applicable Regulations, the Manager must from time to time and on behalf of the Company invest money constituted in or available to the Portfolio, including money received as a consequence of disposal of Investments or any dividend or other distribution received, in all or any making, holding, realising and disposing of Investments.

Investments made by the Manager must be consistent with the Investment Strategy.

If the Manager considers that environmental, social or governance ("ESG") considerations give rise to risks or opportunities that may impact the current or future financial performance of an Investment, the Manager must have regard to those ESG considerations when deciding whether to acquire, hold or dispose of the Investment.

Subject to the above and to terms in the MA regarding Company-approved or temporary deviations from the Investment Strategy, the Manager has the absolute discretion to manage the Portfolio and do all things considered necessary or desirable in relation to the Portfolio, including:

(a) the investigation of, negotiation for, acquisition of or disposal of, any Investment and any Proposed Investment and the provision of its services to the Company;

(b) to sell, realise or deal with all or any of the Investments or to vary, convert, exchange or add other Investments in lieu of those Investments;

(c) if any of the Investments is redeemed or the capital paid on it is wholly or partly repaid by the issuer or another person, either convert that Investment into a new Investment or accept repayment of the capital paid or advanced on the Investment and any other monies payable on the redemption or repayment of the Investment and invest it in other Investments:

(d) to retain or sell any security or other property received by the Company by way of bonus, in lieu of or in satisfaction (in whole or in part) of a dividend in respect of any Investments, or from the amalgamation or reconstruction of any company; and

to sell all or part of the rights to subscribe for new securities in an Investment and use all or part of the proceeds of such to invest in other Investments or to subscribe for securities pursuant to those rights.

The Manager must provide, or procure the provision of, the following services to the Company:

company secretarial services, including:

• procuring a company secretary for the Company;
• managing and preparing minutes and action items of Board (including committees of the Board) and shareholder meetings;
• managing preparing minutes of the Company's annual strategy day (if applicable);
• managing the Company's compliance with the Listing Rules and ASX governance principles;
• managing corporate actions, officeholder appointments and resignations and share transfers;
• updating and maintaining minute books and registers required to be kept by Applicable Regulations; and
• arranging Board performance reviews and providing corporate governance advice and assistance, including by preparing the Company's charters, policies and corporate governance statement for consideration and approval by the Board;
• selection, monitoring and review of outsourced service providers, including the registry service provider and Custodian, involving conducting selection and due diligence, engaging outsourced service providers, monitoring outsourced service providers' compliance with service level agreements and ensuring compliance and risk reporting;
• preparing and providing the reports required under the MA;
• managing the Company's relationship with ASX and preparing and lodging ASX announcements for the Company;
• advising the Company in relation to its dividend policy;
• managing the Company's engagement with its auditor;
• managing the Company's expenses and arranging for the payment of invoices by the Company;
• managing the Portfolio’s tax position, franking credit balance and preparing and lodging the Company's tax filings with the Australian Taxation Office;
• assisting, planning and preparing meetings of the Company's shareholders, including preparing and sending to shareholders the required notices of such meetings;
• marketing and communications support, including promoting the Company to existing and prospective shareholders and advisers, maintaining the Company's website and media channels and taking action to uphold the good reputation of the Company;
• managing legal services required by the Company from time to time; and
• risk management support, including:
  • preparing, advising on and reporting on the Company's risk register, risk appetite and insurance arrangements;
  • monitoring and reporting to the Company in relation to incidents, issues and breaches; and
  • conducting Portfolio liquidity and stress testing.

The Manager must maintain adequate systems, records, policies and procedures to enable it to provide the corporate management services.

The Company and Manager may, by agreement, vary the corporate management services to be provided by the Manager, either generally or for a particular instance

The Manager may not outsource the provision of corporate management services to any person, other than a related body corporate of the Manager, without the prior written approval of the Company, which must not be unreasonably withheld. However, the Manager does not require the prior written approval of the Company to procure services, and the Company is responsible for the payment of fees and charges properly incurred, where the services to be obtained are routine or administrative in nature.

Investment management services

Subject to and in accordance with the Applicable Regulations, the Manager may, with the prior approval of the Company (such approval not to be unreasonably withheld), appoint or employ by writing or otherwise any person to be sub-contractor for the Manager to manage the Portfolio and manage and supervise the Investments.

Without limiting the above, the Manager may:

(a)  appoint any person to be attorney or agent of the Manager for such purposes and with such powers, authorities and discretions (not exceeding those vested in the Manager) as the Manager thinks fit with power for the attorney or agent to sub-delegate any such powers, authorities or discretions and authorise the issue of documents in the name of the Manager;

(b)  appoint and engage any related body corporate of the Manager, which typically provides investment management services to the Manager, to provide services in relation to the investment and management of the Portfolio; and

(c)  appoint and engage any barrister, solicitor, stockbroker, stock market consultant, accountant, contractor, qualified adviser, registrar and such other person as may be necessary, usual or desirable in the opinion of the Manager for the purpose of exercising its powers and performing its obligations,

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

Corporate management services

The Manager may not procure any person, other than a related body corporate of the Manager, to provide corporate management services without the prior written approval of the Company, which must not be unreasonably withheld.

If, at any time during the Initial Term, some or all of the corporate management services are provided directly by employees of the Company or by another person engaged by the Company to provide those services, the Company and Manager agree to review the fees payable under this agreement in good faith to account for the fact that those services are not being provided by the Manager, taking into account all relevant matters. including:

• the value of those services to the Company;
• the cost that the Manager would have incurred in providing those services; and
• the extent of the Manager's ongoing involvement in the provision of those services.

The parties acknowledge that the Company and the Manager are not legally bound under this clause to reach an agreement to vary the fees payable by the Company.

The Manager must keep the Company informed in respect of the management of the Portfolio. This includes providing the following:

• as reasonably required by the Company, details of Investments comprising the Portfolio;
• the calculation of the Net Tangible Assets in a timely manner;
• other valuations and reports as may be reasonably required by the Company from time to time;
• sufficient information to enable the Company to observe and perform its covenants and its duties and obligations under the Company's constitution;
• any information reasonably required by the Company for board meetings, reporting to the Company's shareholders (including addressing any queries or complaints made by the Company's shareholders), the Company's annual general meeting or any other purpose relevant to the Company or the Portfolio; and
• sufficient information to enable the Company to comply with the Applicable Regulations (if necessary).

In addition, the Manager must notify the Company as soon as practicable, and no later than 5 business days after becoming aware of the occurrence of any of the following events:

• any change in control of the Manager;
• a breach of applicable regulations that requires notification to a regulator or the ASX;
• subject to applicable laws, an incident that, in the reasonable opinion of the Manager, has resulted in, or is reasonably likely to result in, a significant or systemic impact on the Company; or
• any material breach of the New Management Agreement by the Manager.

The Manager must:

• notify the Company of the person or persons who has the authority to make decisions to acquire or dispose of investments for the Portfolio ("Portfolio Manager") from time to time;
• notify the Company as soon as practicable, and in any case within 5 business days, if the Portfolio Manager ceases to perform that role; and
• prepare and maintain a plan for the succession of the Portfolio Manager ("Succession Plan").

If the Portfolio Manager departs and is not replaced within 3 months by either a person specified in the Succession Plan or sourced externally, the Manager must notify the Company within 5 business days and the Company may terminate the MA.

If the Manager considers that ESG considerations give rise to risks or opportunities that may impact the current or future financial performance of an Investment, the Manager must have regard to those ESG considerations when deciding whether to acquire, hold or dispose of the Investment.

If the Portfolio ceases to comply with the Investment Strategy or any directions or instructions from the Company for any reason within the reasonable control of the Manager, the Manager must as soon as practicable and no later than 5 business days after the occurrence of the event notify the Company and must use its reasonable endeavours to remedy the non-compliance within a reasonable period of time, or any longer period the Company allows in writing.

The Manager must arrange for the calculation of the value of the Portfolio and the Net Tangible Assets at least monthly or at such more frequent times as may be agreed between the Manager and the Company. The Manager may request that the auditor of the Company checks any valuation or valuation methodology used to calculate the Value of the Portfolio or the Net Tangible Assets.

The Manager may appoint an Approved Valuer (i.e., any duly qualified persons independent both of the Company and the Manager recommended by the Manager and appointed and instructed in writing by the Manager to value an Investment for the purpose of the MA) to calculate the value of the Portfolio. If either party requests that the value of securities or another non-cash Investment be determined by an Approved Valuer, the value of the Investment will be determined by the Approved Valuer.

The Company is liable for and must pay out of the Portfolio (or if paid by the Manager, reimburse the Manager out of the Portfolio) the certain fees, costs and expenses when properly incurred in connection with the investment and management of the Portfolio, the acquisition, disposal or maintenance of any Investment or performance of the Manager's obligations under the MA, including:

(a)  stamp duties financial institutions duty, bank account debits tax and other taxes incurred by the Company or the Manager in connection with dealing in any Investment or proposed Investment or receiving income from any Investment;

(b)  costs of calling and holding general meetings of the Company;

(c)  fees payable to ASIC or any other regulatory body or the ASX;

(d)  all costs, legal fees, fees, disbursements and expenses, commissions and brokerage incurred by the Company or the Manager (or both) in connection with dealing in an Investment or proposed Investment;

(e)  independent legal advice obtained by the directors in accordance with the Company's corporate governance policy;

(f)  costs associated with corporate actions such as raising additional capital for the Company, undertaking divisions or returns or winding up the Company; and

(g)    business-as-usual operating costs of the Company, including accounting services, tax advice, audit, share registry maintenance and website and marketing.

If the Manager procures another person to provide corporate management services, the Company is responsible for the payment of fees and charges properly incurred where the services to be obtained are routine or administrative in nature.

The Company and the Manager must consult and agree, in good faith acting reasonably, any change in the Company’s name having regard to:

(a)  the brand or name, or derivative of the brand or business name with which the Manager or the Portfolio Manager is most closely associated in providing the investment management services to the Company; and

(b)  whether the Company is permitted to use any of these names.

Subject to the above, the Manager must use its best endeavours to assist the Company seeking to use a brand or name, or derivative of the brand or business name with which the Manager or the Portfolio Manager is most closely associated in providing the investment management services to the Company.

If the MA is terminated or expires without renewal, or there is a change in the business or marketing name used by the Manager, the Company must:

(a)  promptly call a meeting of the Company's members for the purpose of passing a special resolution to change the Company's name to remove any reference to the business or marketing name used by the Manager at the time of termination or expiration of the MA or the Manager changing its business or marketing name, and use reasonable efforts to encourage members to vote in favour of the resolution; and

(b)  take any other action required to change the Company's name as contemplated in paragraph (a).

The Manager must have reasonable arrangements for the management of conflicts of interest and conflicts of duty that arise in relation to the services provided under the MA, including for the Company to approve the acquisition of assets from or disposal of assets to a related party of the Manager, to the extent required by applicable regulations.

If a dispute notified by one party to the other is not settled within 20 business days, either party may submit the dispute for arbitration.

The Manager's services are non-exclusive. Provided that the Manager does not prejudice or otherwise derogate its responsibilities specified in the MA, the Manager may from time to time perform similar investment and management services for other persons.

The MA may only be amended in writing executed by the Company and the Manager.

Company

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

Manager

The Manager must indemnify the Company against any losses or liabilities reasonably incurred by the Company arising out of, or in connection with, and any costs, charges and expenses (including legal expenses on a solicitor/own client basis) incurred in connection with, any negligence, default, fraud or dishonesty of the Manager or its officers or certain agents acting under the control and supervision of the Manager.

Subject to the Applicable Regulations and the other terms of MA, the Manager will, in relation to all the powers, authorities and discretions vested in it, have absolute and uncontrolled discretion as to:

(a)  whether or not to exercise them; and

(b)  the manner or mode of, and time for, their exercise,

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

Neither party will be liable to the other by reason of it not having realised any specific price or reserve in respect of any Investment or property disposed of or having acquired any proposed Investment at a particular price.