Pantheon International 'R' (Participating Redeem Pref) PINR

Objective:

Management Contract & Fees:

Management agreement terminable by either party on two years written notice. The agreement provides for a fee at a rate of 1.5% p.a. of the value of the Companys investments excluding cash and near-cash instruments (the Investment Assets) up to GBP150 million and 1% p.a. for amounts in excess of GBP150 million. The Manager is, in addition, entitled to a fee of 0.5% p.a. on the value of the Companys outstanding commitments to make investments up to a maximum value equal to the value of the Investment Assets. The Manager is entitled to receive a performance fee equal to 5% of all growth in the fully diluted NAV per share above 10% p.a. Also the high-water mark was re-setted to the net assets of the Company as at 31-Dec-06, which has become the new base Net Asset Value. The initial calculation period under the amended performance fee arrangements is a period of 18 months, commencing on 01 January 2007 and ending on 30 June 2008.