19.3

SUBJECT TO CONTRACT8 Januray 2010

Volume 4 Draft Management Agreement

Dated [2010]

(1) [THE FUND]

(2) [FUND MANAGER]

Management Agreement

relating to [FUND]

Eversheds LLPEversheds House70 Great Bridgewater StreetManchesterM1 5ES

Tel 0845 497 9797Fax 0845 497 8888Int +44 161 831 8000DX 14344 Manchesterwww.eversheds.com

man_00216687471008 January 2010 brownsa

SUBJECT TO CONTRACT8 January 2010

CONTENTS

1 DEFINITIONS AND INTERPRETATION..................................................2

2 APPOINTMENT AND FUNCTIONS OF THE MANAGER...........................5

3 LIMITED PARTNERSHIP AGREEMENT..................................................9

4 MANAGER’S POWER TO DELEGATE....................................................9

5 NON EXCLUSIVITY..............................................................................9

6 PARTNERSHIP ASSETS.....................................................................10

7 REMUNERATION...............................................................................11

8 OBLIGATIONS OF THE MANAGER.....................................................12

9 DEALING..........................................................................................12

10 CONFIRMATIONS AND PERIODIC STATEMENTS................................13

11 INSTRUCTIONS.................................................................................13

12 LIABILITY AND INDEMNITIES............................................................13

13 TERM...............................................................................................15

14 CONFIDENTIALITY............................................................................16

15 CONFLICTS OF INTEREST.................................................................17

16 COMPLAINTS....................................................................................18

17 FINANCIAL SERVICES COMPENSATION SCHEME...............................18

18 ASSIGNMENT, VARIATION AND THIRD PARTIES................................19

19 NOTICES..........................................................................................19

20 COUNTERPARTS...............................................................................20

21 PROPER LAW AND JURISDICTION.....................................................20

22 DEED...............................................................................................20

man_00216687471008 January 2010 brownsaa

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THIS AGREEMENT is dated 2010

BETWEEN:

(1) [ ] L.P., a [limited partnership] established under the laws of England and

Wales and registered under number [ ] whose principal place of business is

at [ ] (the “Fund”) acting by way of its general partner [ ] (the “General

Partner”), a limited company [(incorporated in England and Wales with

company registration number [ ])] whose registered office is at [ ] ]; and

(2) [FUND MANAGER], [INSERT DETAILS] whose registered office is at

[ADDRESS] (the “Manager”).

RECITALS

(A) The Partnership wishes to appoint the Manager to act as the manager of the

Partnership on the terms of this Agreement and the terms of the Limited

Partnership Agreement relating to the management of the Partnership and

the Manager has agreed to accept the appointment.

(B) The Manager is authorised and regulated by the FSA (reference number

[NUMBER]) with a permission under Part IV of the FSMA enabling the

Manager to manage the Partnership as provided for in this Agreement.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION1

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following words

and expressions have the meanings shown below:

“Business Day” shall have the meaning given to it in Clause 19.3

below;

“Capital

Contributions”

in respect of each Partner, the amount shown as

contributed to the capital of the Partnership by such

Partner which shall not include any capital which has

been returned to such Partner;

“COBS” the Conduct of Business Sourcebook which forms part

of the FSA Rules as amended from time to time;

“Custodian” a custodian or nominee appointed by or on behalf of

the Partnership to hold all or any of the Partnership’s


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Investments and documents of title or certificates

evidencing title on behalf of the Partnership as

notified by the Partnership to the Manager or, as the

case may be, by the Manager to the Partnership (and

who, for the avoidance of doubt, may not be the

Manager or an Associate of the Manager);

“Fund” means the Partnership;

“FSA” means the Financial Services Authority of 25 The

North Colonnade, Canary Wharf, London E14 5HS or

any applicable successor regulatory body;

“FSA Rules” means the rules and guidance issued by the FSA from

time to time and for the time being in force (as varied

by any waivers or dispensations granted by the FSA

and applicable to the Manager);

“Investee Company” a body corporate which is the subject of an

Investment;

“Investment Policy” the investment policy of the Partnership as set out in

the IOGs;

“Investors” any person who subscribes to the Partnership;

“ITT” Means the Invitation to Tender for fund management

services issued on [ ];

“Limited Partnership

Agreement”

the agreement dated on or around the date hereof

between (1) Holding Fund (2) Carried Interest Partner

and (3) General Partner, relating to the Partnership,

as amended from time to time in accordance with its

terms;

“Liquidation Agent” any liquidator appointed by the Manager from time to

time, for the purposes of liquidating the Partnership;

“Loans” in respect of each Investor, the aggregate amount of

the loan (if any) advanced to the Partnership by such

Investor;

“Outputs and

Results”

as set out in the Fund Structure in Appendix D of

Volume I of the ITT;


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“Partnership Assets” all of the assets of the Partnership (including any

undrawn Loan Participations);

“Partnership’s Bank

Accounts”

accounts opened in the name of the Partnership as

specified in the Limited Partnership Agreement;

“Quarter” each quarterly period from 1 January until 31 March,

from 1 April until 30 June, from 1 July until 30

September and from1 October until 31 December;

1.2 In this Agreement references to managing the Partnership or acting as

manager of the Partnership include references to operating and

administering the Partnership and managing the business and assets of the

Partnership.

1.3 In this Agreement the headings are for ease of reference only and shall not

affect construction or interpretation.

1.4 In this Agreement references to Clauses (other than references to clauses in

the Limited Partnership Agreement) and the Schedule are references to the

Clauses of and the Schedule to this Agreement.

1.5 The Schedule shall be deemed to be incorporated in and form part of this

Agreement.

1.6 In this Agreement words and expressions not defined in Clause 1.1 above

which are defined in the Limited Partnership Agreement shall have the

meaning set out in the Limited Partnership Agreement and terms which are

not defined in Clause 1.1 or the Limited Partnership Agreement but which

are defined in the FSMA or the FSA Rules shall have the same meanings as in

the FSMA or the FSA Rules.

1.7 In this Agreement references to any statute include subordinate legislation

made pursuant to it and references to any statutes, statutory instruments,

rules or regulations should mean those statutes, statutory instruments, rules

or regulations as from time to time modified, amended, substituted or

replaced.

2. APPOINTMENT AND FUNCTIONS OF THE MANAGER2

2.1 The Partnership hereby appoints the Manager to be the manager of the

Partnership with effect from the date of this Agreement with full power and

authority (subject to the provisions of this Agreement and the provisions of

the Limited Partnership Agreement) to act as manager of the Partnership


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and as such manager to manage the Partnership and the Partnership Assets

to the total exclusion of any other person and the Manager hereby accepts

such appointment and agrees to act as such manager and to exercise such

powers and authorities and carry out such management duties and

obligations as are ascribed to the Manager under this Agreement or as are

ascribed to the manager of the Partnership under the Limited Partnership

Agreement.

2.2 Without limitation to Clause 2.1, it is agreed that the Manager shall have

full power and authority, on behalf of the Partnership subject always to any

relevant restrictions and provisions of this Agreement and to any

requirements of any funder of the Holding Fund and consistent with the

Investment Policy and so as to bind the Partnership:

2.2.1 to manage the Partnership Assets, objectives and Outputs and

Results set out in the Limited Partnership Agreement and in

compliance with the Investment Policy;

2.2.2 to carry out the Investment Policy of the Partnership in accordance

with the terms of the Limited Partnership Agreement and in doing

so to evaluate and to negotiate investment opportunities, to

require the Partnership (either on its own account or in a syndicate

with other investors) to (or to agree to) subscribe for, purchase,

acquire, sell, exchange or otherwise make or dispose of

Investments for the account of the Partnership and enter into

investment agreements;

2.2.3 to monitor the performance of and, where appropriate, to

nominate directors or other officers for Investee Companies, to

exercise all rights conferred upon the Partnership under the terms

of any investment agreement or otherwise in respect of an

Investee Company and to liaise with, consult, assist or procure

assistance to be given to Investee Companies and generally to

take any action the Manager considers appropriate for the

protection of the Partnership Assets;

2.2.4 at the expense of the Manager to provide or procure the provision

of office facilities and office and executive staff and office

equipment to facilitate the carrying on of the business of the

Partnership;

2.2.5 to open accounts with banks, for and in the name of the

Partnership in accordance with the Limited Partnership Agreement

(and in such banks as specified by the Partnership on or before the


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date of this Agreement), maintain such accounts, give payment

and other instructions (including instructions in respect of

payments referred to in this Clause 2.2.5) to banks or custodians

in respect of such account and to pay into such accounts Capital

Contributions, Loans made by Investors, investment income or

other sums arising from or on the disposal of Investments and any

other income of the Partnership;

2.2.6 to enter into, make and perform such contracts, agreements and

other undertakings, on behalf of the Partnership in connection with

Investments or proposed Investments and to do all such other acts

as it may deem necessary and advisable for or as may be

incidental to the conduct of the business of the Partnership;

2.2.7 to disburse out of the funds of the Partnership;

(a) stamp duty payable by the Partnership on making any

Investment;

(b) professional fees, commissions and expenses payable

by the Partnership in connection with the realisation of

Investments to the extent not recoverable from

Investee Companies; and

(c) such other fees and expenses as the Holding Fund

shall agree in writing are payable by the Partnership.

2.2.8 to grant and make payments in respect of indemnities in

accordance with Clause 12;

2.2.9 to commence or defend litigation that pertains to the Partnership

or to any of the Partnership Assets;

2.2.10 to maintain the Partnership’s records and books of account (such

books of account to be maintained in Pounds Sterling) at the

Partnership’s principal place of business in accordance with the

requirements of the Limited Partnership Agreement and in

accordance with the requirements of any funder to the Partnership

and to allow any Partner and its representatives and funders

access to such records and books of account at any time for the

purpose of inspecting the same;


6


2.2.11 to make Distributions (as defined in the Limited Partnership

Agreement) to the Partners in accordance with the terms of this

Agreement;

2.2.12 to carry out periodic valuations of the Partnership Assets and to

furnish such valuations to the Partners quarterly;

2.2.13 to engage such attorneys, agents, lawyers, accountants or other

advisers and custodians as it may deem necessary or advisable in

relation to the affairs of the Partnership (including making the

initial appointment of the Auditors) and including, without

limitation, any Associate of the Manager to perform all or any of

the activities set forth in this Clause 2 PROVIDED THAT the

remuneration and expenses of any such persons shall be paid by

the Manager unless payable by the Partnership under

clause 2.2.7(c) and save that when payments are made to any

Associate they shall be on demonstrably an arms length basis and

after the Associate has won the arrangement in an openly

competitive procurement process;

2.2.14 to register and publish all such notices, statements or other

instruments as may be required pursuant to the Act to be

registered and published in relation to the establishment of the

Partnership and in relation to any changes occurring in relation to

the Partnership as specified in section 9 and 10 of the Act;

2.2.15 generally to communicate with the Partners and to report to the

Partners at such times as it shall think fit and when requested by

the Partners so to do and to represent the Partnership in all things;

2.2.16 pending the application of moneys drawn down pursuant to the

Limited Partnership Agreement in making Investments to place

amounts drawn down or realised (as the case may be) in such

deposit accounts with such bank as selected by the Holding Fund

from time to time at the time of purchase issued by banks which

are rated “A-” or as the Manager may agree with the Holding Fund

from time to time;

2.2.17 to act as custodian of all securities, stocks, shares, debentures and

other marketable instruments delivered to or held by it for the

Partnership or to delegate such custodian function in accordance

with Clause 2.2.13;


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2.2.18 to effect such insurances as may be appropriate or desirable for

the purposes of the Partnership or as required by the Holding Fund;

2.2.19 subject to the terms of the Limited Partnership Agreement, to act

as Liquidation Agent of the Partnership; and

2.2.20 to do all or any other acts as are required of the Manager by this

Agreement and the Limited Partnership Agreement or as are

necessary or desirable in the opinion of the Manager and the

Partnership in furtherance of the business of the Partnership,

Investment Policies, foregoing powers and consistent with the

terms of this Agreement.

2.3 The Manager shall have regard to such methods of evaluation and

comparison, such as a meaningful benchmark, as the parties shall agree

from time to time. [DRAFTING NOTE: Bidders to provide suggested

method of evaluation.]

2.4 Subject to the provisions of the IOGs, the Manager may exercise or refrain

from exercising any voting rights and other rights which may attach to or

otherwise exist in respect of the Investments and will deal with all issues

involving takeovers, offers, capital reorganisations and the exercise of

conversion and subscription rights, in each case as the Manager, at its

discretion, considers appropriate.

2.5 The Manager shall provide its services to the Partnership hereunder on the

basis that the Partnership is a per se professional client for the purposes of

the FSA Rules. The Partnership may request that it be opted down to the

status of “Retail Client” (as defined in the FSA Rules), in which case it would

benefit, if the request were granted, from the higher level of protection

afforded to that category of client but that such categorisation would not

necessarily make the Partnership an eligible complainant for the purposes of

the Financial Ombudsman Service (as defined by the FSA) or an eligible

claimant under the Financial Services Compensation Scheme (as defined by

the FSA). It is not the Manager’s current policy to accept such requests.

2.6 The Partnership shall provide the Manager with any relevant information

reasonably requested by the Manager to enable the Manager to comply with

its obligations under the FSA Rules, including, but not limited to, the rules on

suitability


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3. LIMITED PARTNERSHIP AGREEMENT3

The terms of and provisions of the Limited Partnership Agreement relating to

the rights, authorities, powers, duties and obligations of the Manager are

hereby incorporated by reference. In the event that any of the provisions of

this Agreement relating to the rights, authorities, powers, duties and

obligations of the Manager conflict with the Limited Partnership Agreement,

the terms of the Limited Partnership Agreement shall prevail.

4. MANAGER’S POWER TO DELEGATE4

Without prejudice to the provisions of the Limited Partnership Agreement in

respect of Key Investment Executives and subject always to the Manager

obtaining prior Consent, the Manager may in the execution and exercise of

all or any of its rights, authorities, powers, duties and obligations under this

Agreement act by a member, responsible officer or employee for the time

being of the Manager and may also delegate by power of attorney or

otherwise to any person or persons or fluctuating body of persons all or any

of the rights, authorities, powers, duties and obligations vested in the

Manager by this Agreement and such delegation may be made upon such

terms and conditions and subject to such regulations including power to sub-

delegate as agreed by Consent, provided that, the Manager shall remain

liable for the performance of its obligations by any such delegate.

5. NON EXCLUSIVITY5

The provisions of Clause 17 (Investment Opportunities) of the Limited

Partnership Agreement shall be deemed to be incorporated herein insofar as

they apply or relate to the Manager or any of its Associates or their advisers

and shall be binding on the Partnership and the Manager accordingly.

6. PARTNERSHIP ASSETS6

6.1 The Manager shall not use the Partnership’s money in the course of its

business or hold the Partnership’s money, which shall be held in the

Partnership’s Bank Accounts in accordance with the Limited Partnership

Agreement (which for the avoidance of doubt may not be outside the United

Kingdom) or, in the client accounts of solicitors acting for the Partnership.

The Manager will ensure that any cheques or bankers drafts for income or

other distributions payable to the Partnership or for moneys in payment for

Investments disposed of or repaid for the account of the Partnership (or in

payment for any other sum payable to the Partnership) which are received

by the Manager are paid as soon as practicable direct to the Partnership’s


9


Bank Account without passing through any account in the name of the

Manager.

6.2 The Manager is hereby mandated by the Partnership to operate the

Partnership’s Bank Accounts in accordance with the Limited Partnership

Agreement.

6.3 The Manager shall be responsible for the appointment and remuneration of

the Custodian which shall act as custodian of the Investments, which shall be

segregated from the Manager’s own investments in accordance with the

applicable FSA Rules unless the Partnership has agreed to the appointment

of another Custodian.

6.4 The Manager shall not be the registered holder of the Partnership’s

registered Investments. Subject to Clause 6.5, all Investments made for the

account of the Partnership will (where capable of registration) be registered

in the name of a nominee company (acting as nominee of the Partnership)

controlled by the Custodian and (where not capable of registration) will be

held by the Custodian. All certificates and other documents or evidence of

title to Investments in registered form will be held by the Custodian.

6.5 Upon execution of an agreement for the acquisition of any Investment (or

presentation by the Manager of a draft of such agreement or of appropriate

contract notes or provisional or renouncable allotment letters, loan

agreements and other legal documentation relevant to the making of an

Investment, for any Investment by the Partnership), cheques or bankers

drafts will be drawn by or to the order of the Partnership in respect of such

Investment and (on completion of such agreement or settlement of such

transaction) delivered to the persons respectively entitled thereto. For the

avoidance of doubt, no cheques or bankers drafts issued in connection with

completion of any agreement, settlement of any transaction or payment of

any distribution by the Partnership shall be drawn or endorsed in favour of

the Manager.

6.6 Records will be maintained separately identifying Investments from those of

other persons.

6.7 The Manager shall perform counts and reconciliations and keep records as

required by the applicable FSA Rules.

6.8 Neither the Manager nor any Custodian appointed by it may hold a lien or

security interest over Investments, save that a Custodian, which is not an

Associate of the Manager, may have a lien or security interest or right of


10


retention or sale over any Investment in respect of any charge relating to the

administration or safe custody of the Investments.

7. REMUNERATION7

7.1 The Manager confirms that it has agreed with the General Partner that, as

remuneration for its services in acting as manager of the Partnership, the

Manager shall be entitled to be paid by the General Partner such fee as may

from time to time be agreed between the General Partner and the Manager

not exceeding the General Partner’s Share. Such fee shall be remitted by

the General Partner, into such account as the Manager shall specify to the

General Partner, only when it has received its General Partner’s Share from

the Partnership. The Manager shall have no claim against or recourse to the

Partnership for the Manager’s remuneration. [DRAFTING NOTE: Fund

Manager to make proposals in relation to its remuneration in

accordance with the invitation to tender documents.]

7.2 The Manager will claim dividends, interest payments and other entitlements

accruing to the Partnership and shall arrange for these to be paid into the

Partnership’s Bank Account.

7.3 Subject to the provisions of the Limited Partnership Agreement, the Manager

and its Associates shall be entitled to charge, accept and retain for their own

account all transaction fees monitoring fees and non-executive directors

fees.

8. OBLIGATIONS OF THE MANAGER8

8.1 The Partnership hereby agrees that, although the Manager will take

investment decisions and may act as the Partnership’s agent hereunder, the

only duties or obligations the Manager owes to the Partnership are those set

out in this Agreement (including provisions of the Limited Partnership

Agreement applied by this Agreement) or arising under the FSMA and the

FSA Rules and that the Manager does not owe the Partnership any other or

further duties or obligations (whether arising from the fact that the Manager

is acting as the Partnership’s fiduciary or otherwise).

8.2 The Partnership hereby agrees that any acknowledgement, agreement,

consent or waiver given by it in this Agreement (including the Schedule) in

relation to any duty or obligation the Manager might otherwise owe to the

Partnership shall (subject to the FSA Rules) be valid, effective and

comprehensive even though the acknowledgement, agreement, consent or

waiver (or the disclosure to which it relates) is general only and not specific

to the particular transaction concerned.


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9. DEALING9

9.1 In accordance with COBS 18.5.4 best execution does not apply to the

Partnership.

9.2 The Manager may, subject to compliance with all applicable provisions of the

Limited Partnership Agreement but without specific authority from the

Partnership, deal collectively as agent for the Partnership and also as agent

for other customers or its Associates.

9.3 Subject to the applicable requirements of the FSA Rules and the Limited

Partnership Agreement, the Manager may aggregate transactions for the

Partnership under the Idle Funds Investment Policy with those of other

clients and of its Associates and will allocate such transactions on a fair and

reasonable basis. The Partnership acknowledges that the effect of

aggregation may work to its disadvantage in relation to a particular order.

9.4 The provisions of Clause 17 of the Limited Partnership Agreement shall

apply in relation to all transactions by the Manager on behalf of the

Partnership other than transactions in accordance with the Idle Funds

Investment Policy.

10. CONFIRMATIONS AND PERIODIC STATEMENTS10

10.1 The Manager shall comply with the provisions of Clause 8 of the Limited

Partnership Agreement regarding the preparation and provision of accounts,

reports, valuations and other information.

10.2 The Manager will provide periodic statements to the Partnership setting out

the value and composition of the Partnership Assets every three months

10.3 The Manager will not provide information about executed transactions on a

transaction-by-transaction basis unless required to do so pursuant to the

Limited Partnership Agreement, or any other agreements to which the

Holding Fund is bound.

11. INSTRUCTIONS11

11.1 Any specific instructions, directions or other communications by or on behalf

of the Partnership to the Manager or to the Partnership by the Manager are

to be given to or by any member or employee of the Manager and may be

either oral or in writing under the hand of a person from time to time

authorised by the Partnership or the Manager, as the case may be. The

Manager shall accept and comply with any instructions or other


12


communications from the Partnership which are within the terms of this

Agreement, but shall not be required to acknowledge the same.

11.2 The Partnership is willing for and expressly requests real time

communications initiated by any member or employee of the Manager or

any delegate or agent or the Manager.

12. LIABILITY AND INDEMNITIES12

12.1 Except as provided in this Clause 12 or as provided in FSA Rules (including

as regards the Manager accepting the same level of responsibility for a

nominee company controlled by the Manager or an affiliated company of the

Manager as for itself) and provided that the Manager is not in breach of its

duties in selecting and supervising the Custodian, the Manager does not

accept responsibility for any loss of Investments or default by the Custodian

or any of its sub-custodians or nominees, which shall be at the Partnership’s

risk.

12.2 Nothing in this Agreement shall exclude or restrict any duty or liability the

Manager may have to the Partnership under the regulatory system (as

defined in the glossary to the FSA Rules) and which may not be restricted or

excluded thereunder.

12.3 The Manager shall be entitled to be indemnified out of the Partnership Assets

(as defined in the Limited Partnership Agreement) against any liabilities,

costs or expenses (including reasonable legal fees) incurred in its capacity as

the Manager provided that:

12.3.1 this indemnity shall not extend to any liability incurred other than

in carrying out the powers and duties of the Manager pursuant to

this Agreement; and

12.3.2 the Manager shall not be so indemnified with respect to any matter

resulting from its fraud, wilful default or negligence or any material

breach of the provisions of this Agreement any breach of the

Investment Policy, or any material breach of any applicable

provisions of FSMA or the FSA Handbook in its conduct in relation

to the Partnership and/or the Partnership Assets.

12.4 The Manager shall be required at all times throughout the term of its

appointment to take out and maintain in force with a reputable insurer of

good financial standing professional indemnity insurance with a minimum

level of indemnity of £2,000,000 per occurrence and £10,000,000 in


13


aggregate (“Required Insurance”). The Manager shall be required to provide

to the Holding Fund on request:

12.4.1 copies of the policy relating to the Required Insurance or such

other information as the Holding Fund may request to enable it to

verify that the Required Insurance is in place;

12.4.2 evidence that the premiums payable under the Required Insurance

have been paid and that the Required Insurance is in full force and

effect; and

12.4.3 evidence that the interests of the Holding Fund are noted on the

Required Insurance in form and substance satisfactory to the

Holding Fund.

12.5 In addition to the provisions of Clause 12.4, the Manager shall be required

have in place such insurance policies as are normal for an investment

management company operating in the venture capital industry with a

reputable insurance company covering, without limitation, all the obligations

to be imposed upon the Manager under this Agreement and shall provide

details of such insurance to the Partnership when requested to do so. The

Manager shall be required to undertake not to do or permit anything to be

done which may render any policy or policies of insurance void or voidable.

12.6 The Manager shall be required to inform the Partnership (by way of notice in

writing delivered to the Partnership) as soon as it shall become aware of any

event or occurrence likely to give rise to the requirement for an indemnity

out of the Partnership Assets (as defined in the Limited Partnership

Agreement) as provided for under the provisions of this Clause 12.

13. TERM13

13.1 Either party may terminate this Agreement by written notice to the other,

and such termination will take effect immediately on receipt of the notice or,

as the case may be, on such later date as may be specified therein, provided

that the Manager shall not be entitled to terminate this Agreement while the

Carried Interest Partner (where the Carried Interest Partner is an Associate of

the Manager) is a Member of the Partnership.

13.2 This Agreement and the appointment of the Manager shall (unless in the

case of Clause 13.2.2 the Limited Partnership Agreement agree otherwise)

terminate forthwith on the happening of any of the following events:


14


13.2.1 where the Carried Interest Partner is an Associate of the Manager,

on the Carried Interest Partner ceasing for any reason to be a

Member of the Partnership;

13.2.2 the termination of the Partnership; or

13.2.3 the Manager ceasing for any reason to be authorised under the

FSMA.

13.3 Termination of this Agreement (for whatever cause):

13.3.1 shall not in any way affect any accrued rights or liabilities of the

parties or provisions of this Agreement intended to survive

termination, including, without limitation, the provisions of

Clauses 12 and 14; and

13.3.2 shall be without prejudice to transactions already initiated for

which there is a binding agreement in force and transactions in

progress shall be completed directly between the Partnership and

the counterparty.

13.4 Upon termination of this Agreement for whatever reason the Manager shall if

so requested by the Partnership:

13.4.1 return to the Partnership all papers, documents and other property

belonging to the Partnership or relating to the Partnership or

Partnership Assets which it has in its possession or under its

control (provided that the Manager may take and retain copies of

any documents that it reasonably believes it is required to retain in

order to comply with any regulatory requirements applying to it)

and the Partnership shall return to the Manager any papers,

documents and other property belonging to the Manager which it

has in its possession or under its control; and

13.4.2 procure, so far as it is reasonably able, that any person appointed

as a director of any Investee Company or to any other position in

any such Investee Company and who is representing the

Partnership shall resign without compensation for loss of office

from all such offices and positions held by them in any such

Investee Company. If the Manager fails to do so within 28 days of

being requested to do so, the Partnership is hereby irrevocably

authorised to appoint some other person in its name and on its

behalf to execute any documents and to do all things to effect such

resignations.


15


13.5 The insolvency, dissolution, liquidation, receivership or administration of the

Holding Fund or the Carried Interest Partner shall not operate to terminate

this Agreement.

13.6 In accordance with the Limited Partnership Agreement the Holding Fund may

at any time on not less than 3 months notice (or by shorter notice in any

case where the Manager is unable to continue as the manager of the

Partnership or the Partnership is otherwise entitled to terminate this

Agreement) by Consent require the Partnership to appoint another

investment manager as investment manager of the Partnership.

14. CONFIDENTIALITY14

The Manager shall at all times keep confidential and not disclose or use

(except for the purposes of this Agreement and the Limited Partnership

Agreement) confidential information about the Partnership, its partners, the

Partnership Assets or Investee Companies. However, the Manager may

disclose such information if it has become known to the public other than as

a result of a breach of this Clause 14 or if the Manager is requested or

required to do so by the FSA or any other regulatory authority or agency or

by or under any law or court, or in connection with the marketing of the

Partnership or any further fund by the Manager. The Manager may also

disclose such information to any Associate, delegate or agent of the Manager

and its or their directors, partners, members, officers and employees where

the Manager deems disclosure to be necessary or desirable for providing its

services under this Agreement.

15. CONFLICTS OF INTEREST15

15.1 The Manager shall maintain and operate effective organisational and

administrative arrangements with a view to taking all reasonable steps to

prevent conflicts of interest from constituting or giving rise to actual or

potential damage to the interests of the Partnership.

15.2 In accordance with the FSA Rules, the Manager has a written conflicts of

interest policy which sets out the types of actual or potential conflicts of

interest affecting the Manager’s business and provides details of how these

conflicts are managed.

15.3 If a conflict of interest arises and the Manager’s conflicts of interest policy is

not sufficient to ensure with reasonable confidence that risks of damage to

the interests of the Partnership will be prevented in relation to that conflict,

the Manager shall provide specific details of such conflicts of interest to the

Partnership in a separate document as soon as reasonably practicable.


16


15.4 The Partnership requests that the Manager shall, in each case of which it is

aware that a proposed transaction by the Partnership presents an actual or

potential conflict of interest between the interests of the Manager, its

Associates or their other clients and the interests of the Partnership, disclose

the same to the Holding Fund.

15.5 Where a transaction is effected by the Manager and there is a potential

conflict of interest with the Manager’s duty to the Partnership of which the

individuals responsible for the performance of the Manager’s services to the

Partnership under this Agreement are aware then the Manager will use its

best endeavours to ensure that the terms of the relevant transaction are no

less favourable to the Partnership than if the conflict had not existed.

15.6 Subject to Clauses 15.1 to 15.5 and to all applicable provisions of the

Limited Partnership Agreement:

15.6.1 the Manager has the right (without prior reference to the

Partnership) to effect transactions on arms-length terms with or for

the Partnership in respect of which the Manager has directly or

indirectly a Material Interest (save for an interest arising solely

from the mere participation of the Manager as agent for the

Partnership); and

15.6.2 providing always that the Manager takes reasonable steps to

ensure fair treatment for the Partnership, the Manager may,

without prior reference to the Partnership, cause the Partnership to

enter into agreements or transactions in which the Manager or any

Associate or a fund or other client managed or advised by the

Manager or any Associate ("other client") has, directly or indirectly,

a Material Interest which may involve a conflict with the Manager's

duties to the Partnership, the general nature of such interest being

that the Manager or an Associate or other client is acting as

counterparty in that transaction or agreement.

16. COMPLAINTS16

16.1 Any complaint regarding the manner in which this Agreement is being

effected should be sent to the Manager at [ADDRESS] marked for the

attention of [NAME/POSITION].

16.2 Any complaint about the performance of the Manager under this Agreement

should be directed, in the first instance, to the chairman of the board for the

time being of the Manager. A copy of the Manager’s complaint handling

procedures is available on request. The Partnership, being a per se


17


professional client, does not have a right of complaint to the Financial

Ombudsman Service.

17. FINANCIAL SERVICES COMPENSATION SCHEME17

The FSA has established The Financial Services Compensation Scheme (the

“Scheme”) which, subject to certain exceptions, provides for limited

compensation in respect of liabilities incurred by a firm authorised by the

FSA, such as the Manager, where that firm is in default. Only an eligible

claimant has the right to claim under the Scheme. The Partnership is not an

eligible claimant.

18. ASSIGNMENT, VARIATION AND THIRD PARTIES18

18.1 Neither party may, without the prior written consent of the other, assign,

transfer, charge, subcontract or delegate (except as provided in Clause 4)

or deal in any other manner with this Agreement or any of its rights or

obligations under it PROVIDED THAT the Holding Fund may assign, transfer

or charge its interest under this Agreement as required by any of its funders.

18.2 This Agreement may be amended in whole or in part by Consent save that

amendments affecting rights accrued by the Carried Interest Partner (where

the Carried Interest Partner is an Associate of the Manager) and/or the

Manager (as the case may be) shall require the written consent of the

Carried Interest Partner and/or the Manager (as the case may be). Any

variations to the Limited Partnership Agreement from time to time shall be

incorporated into this Agreement to the extent that such variations apply to

the exercise of powers and authorities and management duties and

obligations ascribed to the manager of the Partnership under the Limited

Partnership Agreement.

18.3 The parties hereby agree that such amendments shall be made to this

Agreement as the Manager believes necessary to comply with the FSA Rules

or any applicable legislation or regulation.

18.4 Except as otherwise stated herein, nothing in this Agreement confers any

rights on any person (other than the parties hereto) pursuant to the

Contracts (Rights of Third Parties) Act 1999. The parties may rescind or vary

this Agreement without the consent of any other person on whom this

Agreement may confer rights. No such other person may, without the prior

written consent of the Manager, assign, transfer, charge or deal in any other

manner with their rights under this Agreement.


18


19. NOTICES19

19.1 Any notice to be served in connection with this Agreement shall be in writing

(which, for the avoidance of doubt, shall include facsimile transmission) and

any notice or other communication under or in connection with this

Agreement shall be delivered to the registered office for the time being of

the relevant party marked “For the Urgent Attention of [NAME]” in the case

of the Partnership and “For the urgent attention of [NAME]” in the case of

the Manager.

19.2 Each such notice or communication shall be deemed to have been given or

made upon acknowledgement of receipt by the relevant party.

19.3 In this Clause “Business Day” shall mean any day other than Saturday,

Sunday or any other day which is a public holiday in the place at or to which

the notice or correspondence is left or despatched.

20. COUNTERPARTS20

This Agreement may be executed in any number of counterparts, each of

which shall constitute an original and when taken together shall constitute

one and the same agreement.

21. PROPER LAW AND JURISDICTION21

This Agreement and the rights, obligations and relationships of the parties

hereto under this Agreement shall be governed by and construed in

accordance with the laws of England and the parties irrevocably agree that

the courts of England shall have exclusive jurisdiction to settle any claim or

disputes which may arise out of or in connection with this Agreement.

22. DEED22

It is the intention of the parties that this document be entered into as a

deed.


19


IN WITNESS whereof this Agreement has been executed as a deed by or on behalf of the parties hereto the day and year first above written

EXECUTED as a Deed by )[THE FUND] )acting by [the General Partner] )

…………………………..Member

…………………………..Member

EXECUTED as a Deed by )[FUND MANAGER] )acting by [TBC] )

…………………………..Member

…………………………..Member


19.3

Documents