Common use of FEES, EXPENSES AND COMMISSIONS Clause in Contracts

FEES, EXPENSES AND COMMISSIONS. 23.1 In consideration of the Services to be performed by Mainspring hereunder, Mainspring shall be entitled to receive such fees from the Manager as may be agreed in writing between Mainspring and the Manager from time to time and initially set out in Schedule 4. No other fees shall be due to Mainspring other than as set out in Schedule 4. 23.2 The fees will become due on the earlier of either (a) receipt of the first executed AML Confirmation, or (b) from receipt of the first Portfolio into the Custody Account. The fee shall accrue on a pro rata basis from receipt of each Portfolio into the Custody Account, and shall cease to be payable on the earlier of the removal of an Investor’s Portfolio from the Custody Account in accordance with Clause 28.2 or the date of termination of this Agreement. 23.3 The fee payable under Clause 23.1 shall be exclusive of any value added tax payable, which shall be borne by the Manager. 23.4 Mainspring may debit from the Custody Account any amounts due to Mainspring under this Agreement, or any other agreement between Mainspring (in whatever capacity) and the Manager, that are not paid by the Manager in a timely manner in accordance with this Agreement. 23.5 The Manager shall be responsible for any sums which may become payable on any of the assets of the Portfolio or any taxes or other imposts or similar liabilities levied or arising on or in respect of any of the assets of the Portfolio. 23.6 The Manager shall pay or reimburse Mainspring in respect of all reasonable out-of-pocket expenses incurred by it, including (without limitation) all charges for postage, telephone, faxing, telegraphic transfers, obtaining indemnities for lost share certificates and changes of registration or transfer incurred by Mainspring in the performance of its duties hereunder. The Manager shall also reimburse Mainspring for the reasonable fees and customary agents’ charges paid by Mainspring to any Sub- Custodian which shall be charged at normal commercial rates together with value added tax, if any, thereon. 23.7 All expenses reimbursed by Mainspring to Delegates and Third Parties which would be payable to Mainspring in the absence of such delegation or appointment shall be paid by the Manager together with the fees of such Delegates and Third Parties. 23.8 The Manager will, as of the subscription date for each issue of new Securities, and as of the date of sale of Securities, send Mainspring a statement of the brokerage commission, proceeds of exercising an option or other fee due to the Manager from each Portfolio under the Manager's separate agreements with each Investor. The statement for sales will provide a breakdown of the commission (or other payment) due to the Manager from each Portfolio and when it shall be paid. Subject to there being sufficient Cash in the relevant Cash Account, upon Instruction, Mainspring will transfer to the Manager sums equivalent to the monetary commissions (or other payments) due from a Portfolio from Cash held in respect of that Portfolio within the time frame set out in the SLA. 23.9 The Manager will be responsible for the calculation of any fees, commissions or other payments (including without limitation carried interest) payable by each Portfolio to the Manager under any separate agreement between the Manager and the Investor, and the Manager may Instruct Mainspring to make payments to the Manager from any Cash held in the relevant Custody Account by Mainspring. The Manager, on behalf of the Investor, authorises Mainspring to act on any such Instruction and Mainspring shall rely absolutely on any such Instruction by the Manager and will have no obligation to confirm the Manager’s calculations. 23.10 The Manager will indemnify Mainspring and keep Mainspring indemnified against any Losses incurred by Mainspring as a result of any dispute Mainspring may have with Investors about any transfer Mainspring makes to the Manager of such commissions (or other payment) made on the Manager's Instructions. 23.11 For the avoidance of doubt, if the Manager requests that Mainspring prepare the calculations referred to in Clause 23.9, or any other workings or calculations for any purpose that the Manager will use to make an Instruction to Mainspring, it remains the Manager's responsibility to ensure for its own purposes that such calculations or workings are correct. 23.12 Mainspring will provide the Manager with reporting on a periodic basis (at least annually) and otherwise upon written request by the Manager, with the necessary information, relating to the costs and any related charges in accordance with the FCA Rules.

FEES, EXPENSES AND COMMISSIONS. 23.1 In consideration of the Services to be performed by Mainspring hereunder, Mainspring shall be entitled to receive such fees from the Manager as may be agreed in writing between Mainspring and the Manager from time to time and initially set out in Schedule 4. No other fees shall be due to Mainspring other than as set out in Schedule 4. 23.2 The fees will become due on the earlier of either (a) receipt of the first executed AML Confirmation, or (b) from receipt of the first Portfolio into the Custody Account. The fee shall accrue on a pro rata basis from receipt of each Portfolio into the Custody Account, and shall cease to be payable on the earlier of the removal of an Investor’s Portfolio from the Custody Account in accordance with Clause 28.2 or the date of termination of this Agreement. 23.3 The fee payable under Clause 23.1 shall be exclusive of any value added tax payable, which shall be borne by the Manager. 23.4 Mainspring may debit from the Custody Account any amounts due to Mainspring under this Agreement, or any other agreement between Mainspring (in whatever capacity) and the Manager, that are not paid by the Manager in a timely manner in accordance with this Agreement. 23.5 The Manager shall be responsible for any sums which may become payable on any of the assets of the Portfolio or any taxes or other imposts or similar liabilities levied or arising on or in respect of any of the assets of the Portfolio. 23.6 The Manager shall pay or reimburse Mainspring in respect of all reasonable out-of-pocket expenses incurred by it, including (without limitation) all charges for postage, telephone, faxing, telegraphic transfers, obtaining indemnities for lost share certificates and changes of registration or transfer incurred by Mainspring in the performance of its duties hereunder. The Manager shall also reimburse Mainspring for the reasonable fees and customary agents’ charges paid by Mainspring to any Sub- Sub-Custodian which shall be charged at normal commercial rates together with value added tax, if any, thereon. 23.7 All expenses reimbursed by Mainspring to Delegates and Third Parties which would be payable to Mainspring in the absence of such delegation or appointment shall be paid by the Manager together with the fees of such Delegates and Third Parties. 23.8 The Manager will, as of the subscription date for each issue of new Securities, and as of the date of sale of Securities, send Mainspring a statement of the brokerage commission, proceeds of exercising an option or other fee due to the Manager from each Portfolio under the Manager's separate agreements with each Investor. The statement for sales will provide a breakdown of the commission (or other payment) due to the Manager from each Portfolio and when it shall be paid. Subject to there being sufficient Cash in the relevant Cash Account, upon Instruction, Mainspring will transfer to the Manager sums equivalent to the monetary commissions (or other payments) due from a Portfolio from Cash held in respect of that Portfolio within the time frame as set out in the SLACustody Services Schedule. 23.9 The Manager will be responsible for the calculation of any fees, commissions or other payments (including without limitation carried interest) payable by each Portfolio to the Manager under any separate agreement between the Manager and the Investor, and the Manager may Instruct Mainspring to make payments to the Manager from any Cash held in the relevant Custody Account by Mainspring. The Manager, on behalf of the Investor, authorises Mainspring to act on any such Instruction and Mainspring shall rely absolutely on any such Instruction by the Manager and will have no obligation to confirm the Manager’s calculations. 23.10 The Manager will indemnify Mainspring and keep Mainspring indemnified against any Losses incurred by Mainspring as a result of any dispute Mainspring may have with Investors about any transfer Mainspring makes to the Manager of such commissions (or other payment) made on the Manager's Instructions. 23.11 For the avoidance of doubt, if the Manager requests that Mainspring prepare the calculations referred to in Clause 23.9, or any other workings or calculations for any purpose that the Manager will use to make an Instruction to Mainspring, it remains the Manager's responsibility to ensure for its own purposes that such calculations or workings are correct. 23.12 Mainspring will provide the Manager with reporting on a periodic basis (at least annually) and otherwise upon written request by the Manager, with the necessary information, relating to the costs and any related charges in accordance with the FCA Rules.

FEES, EXPENSES AND COMMISSIONS. 23.1 In consideration of the Services to be performed by Mainspring hereunder, Mainspring shall be entitled to receive such fees from the Manager as may be agreed in writing between Mainspring and the Manager from time to time and initially set out in Schedule 4. No other fees shall be due to Mainspring other than as set out in Schedule 4. 23.2 The fees will become due on the earlier of either (a) receipt of the first executed AML Confirmation, or (b) from receipt of the first Portfolio into the Custody Account. The fee shall accrue on a pro rata basis from receipt of each Portfolio into the Custody Account, and shall cease to be payable on the earlier of the removal of an Investor’s Portfolio from the Custody Account in accordance with Clause 28.2 or the date of termination of this Agreement. 23.3 The fee payable under Clause 23.1 shall be exclusive of any value added tax payable, which shall be borne by the Manager. 23.4 Mainspring may debit from the Custody Account any amounts due to Mainspring under this Agreement, or any other agreement between Mainspring (in whatever capacity) ), the Manager and the Manager, that are not paid by the Manager in a timely manner in accordance with this Agreement. 23.5 The Manager shall be responsible for any sums which may become payable on any of the assets of the Portfolio or any taxes or other imposts or similar liabilities levied or arising on or in respect of any of the assets of the Portfolio. 23.6 The Manager shall pay or reimburse Mainspring in respect of all reasonable out-of-pocket expenses incurred by it, including (without limitation) all charges for postage, telephone, faxing, telegraphic transfers, obtaining indemnities for lost share certificates and changes of registration or transfer incurred by Mainspring in the performance of its duties hereunder. The Manager shall also reimburse Mainspring for the reasonable fees and customary agents’ charges paid by Mainspring to any Sub- Custodian which shall be charged at normal commercial rates together with value added tax, if any, thereon. 23.7 All expenses reimbursed by Mainspring to Delegates and Third Parties which would be payable to Mainspring in the absence of such delegation or appointment shall be paid by the Manager together with the fees of such Delegates and Third Parties. 23.8 The Where applicable, the Manager will, as of the subscription date for each issue of new Securities, and as of the date of sale of Securities, send Mainspring a statement of the brokerage commissionBrokerage Commission, proceeds of exercising an option or other fee due to the Manager from each Portfolio under the Manager's separate agreements with each Investor. The statement for sales will provide a breakdown of the commission (or other payment) due to the Manager from each Portfolio and when it shall be paid. Subject to there being sufficient Cash in the relevant Cash Account, upon Instruction, Mainspring will transfer to the Manager sums equivalent to the monetary commissions (or other payments) due from a Portfolio from Cash held in respect of that Portfolio within the time frame set out in the SLA. 23.9 The Where applicable, the Manager will be responsible for the calculation of any fees, commissions Brokerage Commissions or other payments (including without limitation carried interest) payable by each Portfolio to the Manager under any separate agreement between the Manager and the Investor, and the Manager may Instruct Mainspring to make payments to the Manager from any Cash held in the relevant Custody Account by Mainspring. The Manager, on behalf of the Investor, authorises Mainspring to act on any such Instruction and Mainspring shall rely absolutely on any such Instruction by the Manager and will have no obligation to confirm the Manager’s calculations. 23.10 The Manager will indemnify Mainspring and keep Mainspring indemnified against any Losses incurred by Mainspring as a result of any dispute Mainspring may have with Investors about any transfer Mainspring makes to the Manager of such commissions (or other payment) made on the Manager's Instructions. 23.11 For the avoidance of doubt, if the Manager requests that Mainspring prepare the calculations referred to in Clause 23.9, or any other workings or calculations for any purpose that the Manager will use to make an Instruction to Mainspring, it remains the Manager's responsibility to ensure for its own purposes that such calculations or workings are correct. 23.12 Mainspring will provide the Manager with reporting on a periodic basis (at least annually) and otherwise upon written request by the Manager, with the necessary information, relating to the costs and any related charges in accordance with the FCA Rules.

FEES, EXPENSES AND COMMISSIONS. 23.1 In consideration of the Services to be performed by Mainspring hereunder, Mainspring shall be entitled to receive such fees from the Manager Strategic Adviser as may be agreed in writing between Mainspring and the Manager Strategic Adviser from time to time and initially set out in Schedule 4. No other fees shall be due to Mainspring other than as set out in Schedule 4. 23.2 The fees will become due on the earlier of either (a) receipt of the first executed AML Confirmation, or and (b) from receipt of the first Portfolio into the Custody Account. The fee shall accrue on a pro rata basis from receipt of each Portfolio into the Custody Account, and shall cease to be payable on the earlier of the removal of an Investor’s Portfolio from the Custody Account in accordance with Clause 28.2 or 27.2 and the date of termination of this Agreement. 23.3 The fee payable under Clause 23.1 shall be exclusive of any value added tax payable, which shall be borne by the ManagerStrategic Adviser. 23.4 Mainspring may debit from the Custody Account any amounts due to Mainspring under this Agreement, or any other agreement between Mainspring (in whatever capacity) ), the Manager and the ManagerStrategic Adviser, that are not paid by the Manager Strategic Adviser in a timely manner in accordance with this Agreement. 23.5 The Manager Investor shall be responsible for any sums which may become payable on any of the assets of the Portfolio or any taxes or other imposts or similar liabilities levied or arising on or in respect of any of the assets of the Portfolio. 23.6 The Manager Strategic Adviser shall pay or reimburse Mainspring in respect of all reasonable out-of-pocket expenses incurred by it, including (without limitation) all charges for postage, telephone, faxing, telegraphic transfers, obtaining indemnities for lost share certificates and changes of registration or transfer incurred by Mainspring in the performance of its duties hereunder. The Manager Strategic Adviser shall also reimburse Mainspring for the reasonable fees and customary agents’ charges paid by Mainspring to any Sub- Sub-Custodian which shall be charged at normal commercial rates together with value added tax, if any, thereon. 23.7 All expenses reimbursed by Mainspring to Delegates and Third Parties which would be payable to Mainspring in the absence of such delegation or appointment shall be paid by the Manager Strategic Adviser together with the fees of such Delegates and Third Parties. 23.8 The Manager Strategic Adviser will, as of the subscription date for each issue of new Securities, and as of the date of sale of Securities, send Mainspring a statement of the brokerage commission, proceeds of exercising an option or other fee due to the Manager Strategic Adviser from each Portfolio under the ManagerStrategic Adviser 's separate agreements with each Investor. The statement for sales will provide a breakdown of the commission (or other payment) due to the Manager Strategic Adviser from each Portfolio and when it shall be paid. Subject to there being sufficient Cash in the relevant Cash Account, upon Instruction, Mainspring will transfer to the Manager Strategic Adviser sums equivalent to the monetary commissions (or other payments) due from a Portfolio from Cash held in respect of that Portfolio within the time frame set out in the SLA. 23.9 The Manager Strategic Adviser will be responsible for the calculation of any fees, commissions or other payments (including without limitation carried interest) payable by each Portfolio to the Manager Strategic Adviser under any separate agreement between the Manager and the Investor, and the Manager may Instruct Mainspring to make payments to the Manager Strategic Adviser, or in any event in accordance with the terms of the Information Memorandum, from any Cash held in the relevant Custody Account by Mainspring. The Manager, on behalf of the Investor, authorises Mainspring to act on any such Instruction and Mainspring shall rely absolutely on any such Instruction by the Manager and will have no obligation to confirm the Manager’s calculations. 23.10 The Manager will indemnify Mainspring and keep Mainspring indemnified against any Losses incurred by Mainspring as a result of any dispute Mainspring may have with Investors about any transfer Mainspring makes to the Manager Strategic Adviser of such commissions (or other payment) made on the Manager's Instructions. 23.11 For the avoidance of doubt, if the Manager requests that Mainspring prepare the calculations referred to in Clause 23.9, or any other workings or calculations for any purpose that the Manager will use to make an Instruction to Mainspring, it remains the Manager's responsibility to ensure for its own purposes that such calculations or workings are correct. 23.12 Mainspring will provide the Manager with reporting on a periodic basis (at least annually) and otherwise upon written request by the Manager, with the necessary information, relating to the costs and any related charges in accordance with the FCA Rules.