Finsbury Growth & Income (Ordinary Share) FGT

Objective:

Management Contract & Fees:

Under a new Management, Administration and Company Secretarial agreement, Frostrow Capital LLC receives: a periodic fee equal to 0.05% per annum of the Companys market capitalisation plus an annual amount initially equal to GBP200,000, equivalent to 0.12% of the Companys current market capitalisation of GBP170m. From 01-Jul-08, the latter amount will be reduced by GBP25,000 for every GBP25 million reduction in the Companys market capitalisation (subject to a minimum of GBP100,000) and increased annually by an amount equal to the relevant years increase in the RPI plus 2.5 percentage points; and a performance fee amounting to 15% of 15% of the annual increase in the Companys market capitalisation, but only after the attainment of an absolute return hurdle (i.e. the sum of the increase in the RPI in the year, plus a fixed return of 6%). The notice period is 12 months (such termination not to be effective before 01-Oct-09).