Jupiter Green (Ordinary Share) JGC

Objective:

Management Contract & Fees:

Management fee is calculated as 0.85% p.a. of the month end Net Assets. The Manager is also entitled to a performance fee calculated by reference to the increase in the NAV per Ord relative to the Benchmark Index (subject to a high watermark). Performance fee payable will equal 15% of the amount by which the increase in the Net asset Value per Ord (having added to this the amount, in the period in question any dividends per Ord paid or payable and any accrual for unpaid performance fee) exceeds the total return on the Benchmark multiplied by the time weighted average of the total number of Ords in issue during the performance period. Total amount of management and performance fee will be capped so that the fees do not exceed 1.75% of the Net Assets of the Company on the last business day of the performance period. The termination of the Management Agreement is subject to 12 months notice to expire no earlier than 08-Jun-07. The Manager shall be responsible for the Investment Advisors fees. The termination of the agreement between the Investment Advisor and the Manager is subject to 90 days notice to expire no earlier than 08-Jun-07. Administrator fees equal GBP 75,000 p.a. adjusted each year with the CPI. The agreement may be terminated by either party on 12 months notice.