KPMG - IERE

which fall within the scope of the Loi Moguet Rules. The Investment Manager will always coordinate
the services provided by the third party licensed entities and/or Insight Property
Management Limited.
Under the terms of the Investment Management Agreement, the Investment Manager will be
entitled to a base management fee of 0.95 per cent. per annum of Adjusted Gross Assets. The
management fee is payable monthly in arrear subject to a recalculation provision designed to
allocate any growth in Adjusted Gross Assets from quarter to quarter on a straight-line basis.
The Investment Management Agreement also provides for the Investment Manager to be
reimbursed by the Company for costs and expenses incurred by it including (without limitation)
all costs and expenses relating to accounting, tax, due diligence, legal, surveyors, building
contractors, estate managers and other properly appointed service providers.
Subject to the conditions set out below, the Investment Manager shall also be entitled to an
annual performance fee where the total return per Share during the relevant financial period,
exceeds an annual rate of 10 per cent. (the ‘‘Performance Hurdle’’).
Where the Performance Hurdle is met, a performance fee will be payable in an amount equal to
15 per cent. of any aggregate total return over and above the Performance Hurdle.
A performance fee will only be payable where the annualised total return over the period from
Admission to the end of the relevant financial period (in the first three year period) and on a rolling
three year basis (thereafter) is equal to or greater than 10 per cent. per annum.
Subject to the above conditions, the performance fee shall be paid by the Company to the
Investment Manager within 14 days of receipt of such calculation.
The Investment Management Agreement may be terminated by either the Company or the
Investment Manager giving to the other not less than 18 months’ written notice, such notice not
to expire earlier than the third anniversary of Admission.
The Investment Management Agreement may also be terminated by the Company with
immediate effect on the occurrence of certain events, including: (i) if an order has been made or
an effective resolution passed for the liquidation of the Investment Manager; (ii) if a receiver or
administrator has been appointed in respect of the Investment Manager or its assets; (iii) if the
Investment Manager ceases to carry on its business; (iv) commits a material breach of its
obligations under the Investment Management Agreement and such breach (if capable of being
remedied) is not remedied within 28 days of receiving notice of the breach; and (v) if there is a
change of control of the Investment Manager and no key person remains in the employment of
the Investment Manager.
The Investment Management Agreement contains an indemnity by the Company in favour of
the Investment Manager against all claims by third parties which may be made against the
Investment Manager as a consequence of the provision of its services under the agreement
except to the extent that the claim is due to the negligence, wilful default, fraud or bad faith of
the Investment Manager, or any of its associates, delegates or agents, or that of its or their
employees, or to a breach of any applicable law or regulations or a breach of the agreement by
any such person. This indemnity is of a customary nature for agreements of this type.
8.3 The Property Management Agreement, dated 7 October 2006, between the Company, the
Investment Manager and the Property Manager whereby the Property Manager is appointed to
provide the Company with certain property management services in relation to the Property
Portfolio. In consideration for the services rendered by the Property Manager under the
Property Management Agreement, the Property Manager shall be entitled to a percentage of the
gross rent receivable in respect of each property.
Under the terms of the Property Management Agreement, any Property Subsidiary of the
Company may appoint the relevant local Property Manager affiliate in the country concerned.
Any such local agreement entered into will adhere to the terms of the Property Management
Agreement.
The Property Management Agreement, and any local agreement created thereunder, shall
continue until terminated by any party giving to the other(s) not less than 3 months’ notice in
writing.
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