CONSULTANCY AGREEMENT
BETWEEN
SWISS-ASIA FINANCIAL SERVICES PTE LTD
AND
ALMERIC ONG FU-MIN (ALMERIC WANG FUMIN)
19TH DAY OF SEPTEMBER 2019
CONSULTANCY AGREEMENT
This Consultancy Agreement (hereinafter referred to as the “Agreement” is made on this 19th
day of September 2019 by and between:
SWISS-ASIA FINANCIAL SERVICES PTE LTD, a company duly incorporated in the Republic of
Singapore, having its registered office at 8 Shenton Way AXA Tower #25-02 Singapore 068811
(hereinafter referred to the “Swiss-Asia”);
And
ALMERIC ONG FU-MIN (ALMERIC WANG FUMIN), an individual bearing identification
number S7805544H and having his residential address at 72 Marine Drive #20-59 Singapore
440072 (hereinafter referred to as the “Consultant”).
Swiss-Asia and the Consultant are hereinafter referred to individually as a “Party” and
collectively as the “Parties”.
WHEREAS:
1. Swiss-Asia holds a capital markets services licence issued by the Monetary Authority of
Singapore, which entitles it to carry on business in fund management and advisory to
accredited investors.
2. Swiss-Asia is the investment manager of PruLev Global Macro Fund (“the Fund”).
3. The Consultant has the requisite experience to provide consulting services (“Services”) to
Swiss-Asia.
4. Swiss-Asia wishes to obtain the Services from the Consultant and the Consultant is willing
to provide the Services for the business development of Swiss-Asia, and in particular, to
the Fund.
IT IS HEREBY AGREED by the Parties as follows:
ARTICLE 1 REPRESENTATIONS AND WARRANTIES
1.1 Each Party represents and warrants to the other Party that:
1.1.1. in the case of the Company only, it is a company duly incorporated in its
jurisdiction of incorporation and has all requisite power and authority to enter
into and perform this Agreement and all documents to be executed pursuant to
this Agreement;
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1.1.2. it has the full legal right, power, authority, approvals and consents required to
execute and deliver this Agreement and to perform fully its obligations under
this Agreement;
1.1.3. this Agreement constitutes and all the documents to be executed and delivered
by it pursuant to this Agreement shall, when executed, constitute its binding
obligations in accordance with its respective terms;
1.1.4. the execution, delivery and performance of this Agreement by it and the
consummation of the transactions contemplated under this Agreement shall not:
(a) require the approval or consent of any government agency or regulatory
body or the approval or consent of any person;
(b) conflict with or result in any breach or violation of any of the
terms and conditions of, or constitute (or with notice or lapse of time or
both constitute) a default under any applicable law or order of any contract
to which it is a party or by or to which it is bound or subject; or
(c) violate any law or order against, or binding upon it or upon its securities,
properties or business; and
1.1.5 all acts, conditions and things required to be done, fulfilled and performed
(including obtaining of any necessary authorisations and consents or the sending
of any necessary notices to any person or governmental body) in order:
(a) to enable it to lawfully enter into, exercise its rights
under and perform and comply with the obligations expressed to be
assumed by it under this Agreement and any document to be executed
pursuant to this Agreement;
(b) to ensure that the obligations expressed to be assumed by it in this
Agreement and any document to be executed pursuant to this Agreement
are legal, valid, binding and enforceable; and
(c) to make this Agreement and any document to be executed pursuant to this
Agreement admissible in evidence in Singapore,
have been done, fulfilled and performed.
1.2 A Party shall indemnify the other Party against any and all losses that arise in the
event that any of the foregoing representations or warranties is inaccurate or untrue.
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ARTICLE 2 SCOPE OF THE SERVICES
2.1 Subject to the terms and conditions of this Agreement, Swiss-Asia hereby retains the
Consultant to identify business opportunity(ies) which includes but not limited to
providing market intelligence and market entry strategies relating to the Fund, and
such services may be amended in writing from time to time, and Consultant agrees,
subject to the terms and conditions of this Agreement, render such Services during
the term of this Agreement.
2.2 The Consultant hereby agrees that that he shall not undertake any regulated activity
as defined in the Securities and Futures Act (Cap 289 Singapore) whether in substance
and/or in form.
2.3 Swiss-Asia has agreed to avail from and the Consultant is desirous of providing his
said Services to Swiss-Asia as per the agreed terms and conditions of this Agreement.
These terms and conditions can be modified anytime by the parties to this Agreement
through any instrument or document in writing including through an addendum,
annexure, e-mail, fax, etc.
2.4 Notwithstanding anything contrary contained in this Agreement, Swiss-Asia shall
have complete discretion to accept, modify or reject any inputs, consultancy or
opinion given by the Consultant. It is understood that the inputs and/or consultancy
and/or opinion shall be binding upon Swiss-Asia and Swiss-Asia shall apply its own
mind to reach a conclusion whether the inputs and/or consultancy given by the
Consultant shall be acted upon.
2.5 Swiss-Asia shall have unfettered and/or unambiguous and/or unlimited rights to use
the inputs and/or consultancy and/or opinion of the Consultant, whether in part or
in full or modified manner, either for itself or for any of its Affiliates whether past,
present or future. The Consultant has unambiguously and unconditionally agreed to
this term and condition and he shall not raise objection of any sort in this regard in
future.
Affiliate herein shall mean in relation to any Party, a Subsidiary of that Party or a
Holding Company of that Party or any other subsidiary of that Holding Company.
Holding Company herein shall mean a Party in which a Party is a Subsidiary of such
Party.
Subsidiary herein shall mean an entity of which a party has direct or indirect control
or owns directly or indirectly more than 50% (fifty per cent) of the voting capital or
similar right of ownership and control for this purpose means the power to direct the
management and the policies of the entity whether through the ownership of voting
capital, by contract or otherwise.
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ARTICLE 3 COOPERATION OF PARTIES
3.1 Swiss-Asia shall cooperate with the Consultant and agrees to give access to the
Consultant’s relevant personnel (whenever applicable), to make available sufficient
premises and means as may be necessary, and give access to all relevant information
as may be necessary to allow the Consultant to carry out its obligations hereunder.
3.2 The Consultant undertakes that he shall have access to the Company and the
information solely for the purposes of performing its obligations hereunder.
3.3 The Consultant acknowledges and agrees in his capacity as an independent consultant
to Swiss-Asia would not entitle him to any benefits or rights over and above then those
that have been expressly conferred by this Agreement. The Consultant further
acknowledges and agrees that this Agreement would not create a vicarious or agency
relationship between Swiss-Asia and the Consultant.
ARTICLE 4 CONFIDENTIALITY
4.1 Confidential Information in this Agreement shall mean:-
(a) in respect of Information provided in a documentary or by way of a model or
in other tangible form, Information which at the time of provision is marked or
otherwise designated to show expressly or by necessary implication that it is
imparted in confidence; and
(b) in respect of Information that is imparted orally, any Information that the
Disclosing Party or its representatives informed the Receiving Party at the time
of disclosure was imparted in confidence and which is reduced to writing;
(c) any copy of any of the foregoing; and
(d) the fact that discussions are taking place between the Consultant and Swiss-
Asia.
Disclosing Party shall mean the party to this Agreement that discloses Information,
directly or indirectly to the Receiving Party under or in anticipation of this Agreement.
Receiving Party shall mean the party to this Agreement that receives Information,
directly or indirectly from the Disclosing Party.
Information shall include information provided directly or indirectly by the Disclosing
Party to the Receiving Party in oral or documentary form or by way of models,
biological or chemical materials or other tangible form or by demonstrations and
whether before, on or after the date of this Agreement.
4.2 The Receiving Party undertakes to the Disclosing Party the following:-
(a) to keep the Confidential Information secret at all times;
(b) not to disclose it or allow it to be disclosed in whole or in part to any third party
without the Disclosing Party’s prior written consent; and
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(c) not to use it in whole or in part for any purpose except for the purpose of this
Agreement.
The Receiving Party undertakes to take proper and all reasonable measures to ensure
the confidentiality of the Confidential Information.
4.3 The foregoing obligations of confidentiality shall not apply to any information which
the Receiving Party can show by written records:-
(a) was known to the Receiving Party before the Information was imparted by the
Disclosing Party;
(b) is in or subsequently comes into the public domain (through no fault on the
Receiving Party’s part); or
(c) is received by the Receiving Party without restriction on disclosure or use from
a third party lawfully entitled to make the disclosure to the Receiving Party
without such restrictions; or
(d) is developed by any of the Receiving Party’s employees who have not had any
direct or indirect access to, or use or knowledge of, the information imparted
by the Disclosing Party.
4.4 The Receiving Party acknowledges and agrees that the property and copyright in
Confidential Information (if any) disclosed to it by the Disclosing Party, including any
documents, files and other items containing any Confidential Information, belongs to
the Disclosing Party. At the Disclosing Party’s written request, the Receiving Party will
return immediately to the Disclosing Party all Confidential Information which the
Receiving Party has received under this Agreement and which may still be in the
Receiving Party’s possession, including any copies made, and make no further use or
disclosure of any of the Confidential Information. The Receiving Party may however
keep one copy of the Disclosing Party’s Confidential Information in its legal advisor’s
files solely for the purpose of enabling it to comply with provisions of this Agreement.
The obligations on the Receiving Party under this Agreement shall continue in force
for a period of three (3) years from the date of termination of this Agreement.
ARTICLE 5 INTELLECTUAL PROPERTY
5.1 The Consultant hereby understands and acknowledges that Company may be
providing access to proprietary and valuable information that Consultant might
otherwise not receive. In addition, it is the understanding that should Consultant, in
the course of providing Services, invent or participate in inventing modifications or
improvements to Company technology, Company shall secure such improvements for
its own use and practice.
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5.2 Consultant agrees to and hereby assign its entire right and/or title and/or interest in
all Project Information, know-how and trade secret information conceived or made by
Consultant and all employees and agents of Consultant, in connection with this
Agreement. Consultant further agrees to execute all assignments and other
documentation to evidence such assignment as may reasonably be requested by the
Company. Consultant further agrees not to assert any intellectual property right
against the Company in relation to the Company’s use of any Project Information.
5.3 For the purpose of this Article 5, Project Information shall mean inventions,
improvements, discoveries, designs, data, concepts, ideas, processes, methods,
techniques, know-how, software and information, including schematics, engineering
drawings, marks, mask works and writings respecting the Products conceived, made
or produced by Consultant during the course of performing services under this
Agreement, or made or produced as the result of the efforts of Consultant, or the joint
efforts of Consultant and Swiss-Asia pursuant to this Agreement.
ARTICLE 6 FEES
6.1 It is mutually agreed that the Consultant be paid thirty (30) basis points of assets under
management per annum for Class B Share, and fifty (50) basis points of assets under
management per annum for Class C Share, with respect to each investor that
subscribes to the Fund (including subsequent additional investments) owing
exclusively to his Services pursuant to Article 2.1 herein as long as the investment
remains in the Fund, and such fees shall be paid quarterly to the Consultant no later
than forty-five (45) business days after the end of each calendar quarter (“Consulting
Fee”).
For the avoidance of doubt, business day herein shall mean a day that is not a Saturday
or Sunday or a general holiday gazetted for public information by the Singapore
Government.
6.2 Notwithstanding Article 6.1 herein, the Consultant shall bear annual fee of USD 500
for the administration and execution of this Agreement and the aforementioned fee
shall be deducted from the Consulting Fee. If the Consulting Fee payable to the
Consultant is not sufficient to cover the annual fee, the Consultant is responsible to
make the necessary payment in full to Swiss-Asia.
6.3 The Consultant be responsible for all taxes (including income tax) incurred in
connection with the Consulting Fee. The Company shall not be required to make any
contributions to the Consultant’s Central Provident Fund account or any other
mandatory contributions required to be made by an employer on behalf of an
employee.
ARTICLE 7 CONFLICT OF INTEREST
7.1 The Consultant may in the past have participated, and in the future may participate in
other transactions that would cause them to have interests that conflict with those of
the Fund. The Company agrees that the Consultant may provide the Services to the
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Company notwithstanding any such potential or actual conflict of interest provided
that, neither the Consultant shall furnish Confidential Information that he or she has
obtained or may obtain from the Company to any other party, without the prior
written consent of the Company.
ARTICLE 8 TERMINATION
8.1 This Agreement may be terminated as follows:
8.1.1 By either Party by giving the other Party sixty (60) days’ written notice; or
8.1.2 By the Company if the Consultant dies or becomes permanently incapacitated
wherein incapacitated herein means any illness, injury, accident or condition
of either a physical or mental nature as a result of which the Consultant is
unable to perform the essential functions of his duties and responsibilities any
consecutive ninety (90)-day period; or
8.1.3 by the non-Defaulting Party, upon written notice to the other Party, in case of
breach by the other Party of any of its material obligations or undertakings
hereunder if such breach is not remedied within sixty (60) days after the other
Party receives a written notice sent by the non-defaulting Party; or
8.1.4 if the Consultant is guilty of any act which brings the Company into disrepute
or which in the Company’s reasonable opinion is prejudicial to its interests; or
8.1.5 The entry of any court order of judgment confirming the bankruptcy of the
Consultant.
8.2 If Swiss-Asia gives notice to the Consultant to correct a breach of this Agreement,
Swiss-Asia is entitled to make a deduction from the Fees referenced in Article 6 in
respect of losses suffered arising from the said breach.
ARTICLE 9 EFFECTS OF TERMINATION
9.1 Either Party shall be entitled to exercise any one or more of the rights and remedies
given to it under the terms of this Agreement and the termination of the same shall
not affect or prejudice such rights and remedies and each Party shall be and remain
liable to perform any outstanding liabilities under this Agreement notwithstanding
that the other may have exercised one or more of the rights and remedies against it.
9.2 For the avoidance of doubt, Article 4 shall continue in force for a period of three (3)
years from the date of termination.
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ARTICLE 10 INDEMNITIES
10.1 The Consultant covenants and agrees to indemnify the Swiss-Asia for and to
defend and hold Swiss-Asia harmless against any liabilities and/or suits and/or actions
and/or proceedings and/or judgments and/or claims and/or settlements and/or costs
and/or expenses (including reasonable fees and expenses of its legal counsel) and/or
losses or damages which may be paid or incurred or suffered by or to which it may
become subject, arising from or out of, directly or indirectly, any action taken, suffered
or omitted to be taken by the Consultant in connection with the preparation and/or
delivery and/or acceptance and/or administration and/or execution or amendment of
this Agreement and the exercise or performance of its duties hereunder including the
costs and expenses of enforcing its rights hereunder.
10.2 Swiss-Asia hereby undertakes to hold harmless and fully indemnify the Consultant
against all actions, proceedings, claims, losses, damages, costs, demands and
expenses which may be brought against, suffered or incurred by the Introducer by
reason of its performance of its obligations under the terms of this Agreement,
including all reasonable legal, professional and other expenses properly incurred and
including any such actions, proceedings, claims, costs, demands and expenses as shall
arise except such as shall arise from the fraud, wilful default or gross negligence of the
Consultant.
ARTICLE 11 APPLICABLE LAW
11.1 The formation, validity, interpretation and performance of this Agreement and the
settlement of any dispute regarding this Agreement shall be governed by the laws of
the Republic of Singapore and Parties shall submit to the exclusive jurisdiction of the
courts accordingly.
ARTICLE 12 MISCELLANEOUS
12.1 Non-Waiver
The failure or delay of one of the Parties to exercise a right under this Agreement shall
not operate as a waiver thereof nor shall any single or partial exercise of a right
preclude any other future exercise thereof.
12.2 Effectiveness and Amendments
This Agreement shall become effective upon execution by the Parties. Any
amendment to this Agreement shall require a written agreement signed by the
Parties.
12.3 Execution
This Agreement is executed in two (2) originals, each Party keeping one (1) original.
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12.4 Notices
All notices or other communications required or permitted to be given under this
Agreement shall be in writing in English and shall be sufficiently given or served if
delivered or sent to the following addresses:-
In the case of the Company:-
Address: 8 Shenton Way AXA Tower #25-02 Singapore 068811
Email address:
[email protected] In the case of the Consultant:
Address: 72 Marine Drive #20-59 Singapore 440072
Email address:
Any notice may be delivered in person or prepaid registered post or registered airmail
in the case of international service and shall be deemed to have been received: (i) at
the time of delivery, if delivered in person; (ii) at the time sent and shown on a
confirmation notice confirming an error-free transmission, if sent by email; (iii) two
(2) Business Days from the time of posting, if sent by post; and (iv) five (5) Business
Days from the time of posting, if sent by airmail.
IN WITNESS WHEREOF, this Agreement is executed by the duly authorised representatives of
the Parties on the day and year first above written.
For and on behalf of the Company
Swiss-Asia Financial Services Pte Ltd
_________________________ _________________________
Name: STEVE KNABL Name: JASON SOON
Title: COO Title: Head of Finance
ALMERIC ONG FU-MIN
(ALMERIC WANG FUMIN)
_________________________
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