Manager will provide discretionary investment management services to the company in consideration of the payment of (i) a fee equal to 0.125% per month of the NAV of the portfolio provided that for the period of 6 months from the date of admission this excludes any uninvested cash which represents 5% or more of the NAV of the portfolio; and (ii) a performance fee in respect of each Performance Fee Period in which the NAV per Ord on the last business day of such Performance Fee Period exceeds both a compounding hurdle growth in NAV per share of 7% p.a. (compounding weekly) and the Highest NAV per share at which a performance fee was previously paid (the .'High Watermark.'). The performance fee shall be calculated at a rate of 15% of the amount by which the NAV per share exceeds the High Watermark, provided that the performance fee will be reduced to ensure that the NAV per share after the payment of such performance fee does not fall below the Hurdle NAV per share. The fees will be paid in cash by the company save that 50% of any performance fee may be satisfied by the issue of Ords. The performance fee shall accrue but shall not be paid unless and until the company has paid at least one shareholder dividend. The Management Agreement is terminable on 12 months.' notice in writing by either party.