Maven Income & Growth VCT 3 (Ordinary Share) MIG3

Objective:

Management Contract & Fees:

The Management Agreement will be for an initial period of four years. It may be terminated by either party giving to other not less than 12 months period notice in writing, such notice expiring on or at any time after the end of initial period. The Management Agreement will be terminated in certain other circumstances in which compensation may be due to the Manager. The Manager will receive from the Company a management fee of 2% per annum (plus VAT) in the period ending 30/11/03 and thereafter 2.5% per annum (plus VAT) of the total asset less adjusted current liabilities of the Company. The Manager will provide administrative services to the Company (including the provision of the Manager as secretary of the Company) and will receive an annual fee of GBP93,000, adjusted annually in line with the UK Retail Price Index, which will be payable monthly in advance. The management fee will be chargeable 20% against revenue and 80% against capital reserves. The administrative fee will be chargeable against revenue. Performance fee If the NAV per Share in a relevant period increases so that it exceeds GBP1 (less the value of any distributions paid to Shareholders from time to time) plus notional interest thereon at the rate of 8% p.a. (compounding annually), then the Managers will be entitled to an incentive fee equal in value to 20% of such excess. This incentive is in respect of the period to 30 November 2006 and for each subsequent year.