Common use of Performance Fee Clause in Contracts

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable only if the Shareholders have received a Preferred Return. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the Performance Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, (ii) $10 per share. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half of one percent per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half of one percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall will be payable only if subordinated to the Shareholders have received a Preferred Returnpreferred return of six percent. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the Performance Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, (ii) $10 per share. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent .5% per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent .5% of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable , but only if the Company has paid Dividends to Shareholders have received a in an amount sufficient to pay the Preferred ReturnReturn for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: , in any particular month, (i) for all months during the net asset period from inception of the Company through December 31, 2002, the average of the aggregate book value per share of the assets of the Company invested, directly or indirectly, in equity interests, in Properties and in Loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, all as determined by shown on the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, books of the Company on each day of such month and (ii) $10 per sharefor all months beginning after December 31, 2002, the estimated value of all of the Company's Properties determined in accordance with the most recently conducted Valuation, plus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent .5% per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent .5% of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable , but only if the Company has paid Dividends to Shareholders have received a in an amount sufficient to pay the Preferred ReturnReturn for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: , in any particular month, (i) for all months during the net asset period from inception of the Company through December 31, 1998, the average of the aggregate book value per share of the assets of the Company invested, directly or indirectly, in equity interests, in Properties and in Loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, all as determined by shown on the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, books of the Company on each day of such month and (ii) $10 per sharefor all months beginning after December 31, 1998, the estimated value of all of the Company's Properties determined in accordance with the most recently conducted Valuation, plus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. (a) In addition further consideration for services provided pursuant to the Asset Investment Management Fee described in Section 9(a) aboveAgreement, the Company Investment Manager shall also pay to receive a performance fee (the Advisor “Performance Fee”) at the close of each Fiscal Year (or such other period for which the Performance Fee is payable in accordance with this Agreement, as compensation for the advisory services rendered to the Company hereunder an amount case may be) equal to one half twenty percent per annum (20%) of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable only if the Shareholders have received a Preferred Return. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end ’s annual net income (including realized and unrealized gains and net of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarterManagement Fee) attributable to each Capital Account during such Fiscal Year (or such other applicable period), the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter but only to the extent such payment would net income represents a rate of return in excess of 10% per annum (the “Hurdle Rate”). The Hurdle Rate shall be appropriately prorated for periods that are less than one year (i.e., the Hurdle Rate shall be appropriately reduced to the extent the Performance Fee is calculated for a period of time that is less than one full year due to Capital Contributions or withdrawals other than at the beginning or end of a Fiscal Year). In the event that the rate of return on any Member’s Capital Account does not cause exceed the Hurdle Rate in any Fiscal Year (or other applicable period), such deficit shall not be carried forward to future fiscal years (or other applicable periods) as part of the Loss Carryforward (as defined in Section 6.02(e)). (b) The Investment Manager shall also receive the Performance Fee with respect to any amounts withdrawn by a Member, whether voluntary or involuntary, and upon dissolution of the Company under Article XIII below. (c) The Performance Fee shall be in addition to fail any allocations of net increases or decreases in Net Asset Value to satisfy the 2%/25% Guidelines if such payment were to be included Investment Manager based upon any investment it may have in the Company's Operating Expenses . (d) The Investment Manager, in its sole discretion, may waive or reduce the Performance Fee with respect to one or more Members for any period of time, or agree to apply a different Performance Fee for any period of time. If the 12 months preceding such payment. For purposes of determining Investment Manager waives or reduces the Performance Fee, it may effectuate such waiver or reduction by directly rebating amounts to certain Members, by appropriate accounting adjustments, or by such other methods, as it deems reasonable and fair. (e) In the price per share shall be: event of a net decrease in the Net Asset Value of the Capital Account of any Member in any Fiscal Year (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, (ii) $10 per share. Any part of or such other period that the Performance Fee that is payable in accordance with this Agreement, as the case may be), the amount of such net decrease shall be recorded and carried forward as a “Loss Carryforward.” Any net increase in the Net Asset Value of the Capital Account of such Member in a subsequent Fiscal Year (or other period) shall be applied to reduce (but not below zero) such Loss Carryforward balance (and, conversely, any net decrease in Net Asset Value shall be applied to increase such Loss Carryforward balance). No COHESION INDIA BEST IDEAS FUND (DELAWARE) LLC 12 Performance Fee shall be paid in respect of such Capital Account until the Loss Carryforward has been subordinated pursuant fully recovered as described above, and in the Fiscal Year (or other period) of such recovery, the Performance Fee shall be calculated based on the excess net increase in Net Asset Value of such Capital Account (i.e., after being applied to this subsection reduce the Loss Carryforward to zero). However, in the event that a Member withdraws funds at a time in which such Member has a Loss Carryforward, the amount of such Loss Carryforward at such withdrawal date applicable to such Member shall be reduced by a percentage equal to one hundred percent (b100%) shall not multiplied by a fraction, the numerator of which is the amount to be deemed earned until withdrawn from the Member’s Capital Account, and the denominator of which is the amount in such time as payable hereunder.Capital Account immediately prior to the withdrawal. The Investment Manager, in its sole discretion, may agree to apply a different Loss Carryforward with respect to one or more Members for any period of time. Section 6.03

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half of one percent per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half of one percent of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall will be payable only if subordinated to the Shareholders have received a Preferred Returnpreferred return of six percent. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: , in any particular month, (i) for all months during the net asset period from inception of the Company through December 31, 2004, the average of the aggregate book value per share of the assets of the Company invested, directly or indirectly, in equity interests, in Properties and in Loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, all as determined by shown on the most recent appraisal performed by an independent third party or, if an appraisal has not yet been performed, books of the Company on each day of such month and (ii) $10 per sharefor all months beginning after December 31, 2004, the estimated value of all of the Company's Properties determined in accordance with the most recently conducted Valuation, plus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.

Performance Fee. In addition to the Asset Management Fee described in Section 9(a) above, the Company shall also pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one half percent .5% per annum of the Average Invested Assets of the Company (the "Performance Fee") calculated as set forth below. The Performance Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Properties or Loans, on the basis of one-twelfth of one half percent .5% of the Average Invested Assets during the previous month, computed as a daily average. The Performance Fee calculated with respect to each month shall be payable on a quarterly basis on the last day of the first month of the immediately following fiscal quarter. Payment of this fee for any quarter shall be payable , but only if the Shareholders have received a Preferred ReturnCompany has generated Cash Flow from Operations in the aggregate of no less than 7% of Gross Offering Proceeds for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the Performance Fee not paid due to the Company's failure to pay the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has paid the Preferred Return. If at the end of any fiscal quarter, the Company's Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the Performance Fee will be withheld to the extent necessary to cause the Company to satisfy the 2%/25% Guidelines. Any portion of the Performance Fee not paid due to the Company's failure to satisfy the 2%/25% Guidelines shall be paid at the end of the next fiscal quarter to the extent such payment would not cause the Company to fail to satisfy the 2%/25% Guidelines if such payment were to be included in the Company's Operating Expenses for the 12 months preceding such payment. For purposes of determining the amount of the Performance Fee, the price per share shall Average Invested Assets will be: (i) , in any particular month, the net asset estimated value per share as of all of the Company's Properties determined by in accordance with the most recent appraisal performed by an independent third party orrecently conducted Valuation, if an appraisal has not yet been performed, (ii) $10 per shareplus the principal balance of all Loans. Any part of the Performance Fee that has been subordinated pursuant to this subsection (b) shall not be deemed earned until such time as payable hereunder.