INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made the 15th day of February, 1996
(A) The Company was incorporated on 6th November, 1990 as a Societe d'Investissement a Capital Variable
(SICAV) under the law of 30th March 1988 concerning collective investment undertakings.
(B) The Company is engaged in the business of investment and re-investment of its assets in investments and
securities of all types in accordance with the investment objectives, subject to the restrictions and limitations,
specified in its Articles of Incorporation ("Articles") and in its Prospectus ("Prospectus") in such manner and to
such extent as may from time to time be determined by the Board of Directors ("Board") of the Company.
(C) The Company is desirous of being provided with investment management and advisory services and the
Investment Manager is willing to provide the same.
(D) This Agreement shall supercede all prior agreements between the parties.
NOW IT IS HEREBY AGREED AS FOLLOWS:
The Company hereby appoints the Investment Manager to act as the investment manager and investment adviser
of the Company upon the terms and conditions hereinafter appearing and the Investment Manager agrees to
accept such appointment.
2. Control of Directors
The Directors of the Company may at all times give to the Investment Manager guidelines and/or directions
relating to the conduct of the business of the Company, both in regard to the general policy of the Company and
in regard to specific matters and the Investment Manager shall exercise its powers and duties hereunder subject
at all times to the control of and review by the Directors of the Company. In particular, the management of the
relevant assets of the Company shall be subject to any specific or general directions which the Directors of the
Company may give to the Investment Manager with regard to the acquisition, holding or disposal of investments
to the extent that the Directors of the Company may at any ti