Page 239 - Brook-Hollow Due Diligence Package

c. The fund measurement value shall be decreased by the following No Payee of any periodic payment provided for in this agreement:
expenses, which shall be calculated as if they were deducted from the fund
measurement value on a monthly basis: A. has any ownership interest in any investments, assets or funds of any sort or
kind referred to herein. Any and all references to investments, assets and/or
i. Any custodian fee(s), investment management or investment funds are provided only for the purpose of measuring the amount of any
manager fees, and/or direct trading expenses that would be such periodic payments.
incurred by a professional investment manager or custodian to
professionally manage an investment portfolio in a manner to B. has received any sort of investment advice regarding any variable periodic
conform with the investment policy set forth in Addendum payments based upon the fund measurement value included herein.
Number One,

ii. The Kenmare Assignment Company Limited account management C. has relied upon nor is relying upon any representations or guarantees made
fee (provided for in Addendum No. 3 of the Assignment by the Assignee, its agents or assigns, or the Assignor with regards to this
Agreement if applicable), if any, agreement and payments other than as set out in writing in this agreement.

iii. Any mandatory income tax withholdings, foreseen or unforeseen, Payee acknowledges that it has been advised to seek independent legal and tax
required under any Tax Treaty between the U.S. and any foreign counsel regarding this transaction. Payee acknowledges and understands that
government that is applicable as a result of a professional money the Assignee, Kenmare Assignment Company Limited, is an Irish Limited
manager complying with the Investment Policy Statement Company and that it has been advised to seek independent legal and tax counsel
incorporated herein or due to the situs of Kenmare Assignment regarding any U.S. or Irish government reporting requirements related to this
Company Limited, or due to a change in an applicable Tax Treaty transaction. Payee further acknowledges that there may be future tax
subsequent to the effective date of this Standard, and consequences to it as a result of entering into this transaction.

iv. Any other fee or fees, foreseen or unforeseen, that is or are
reasonably incurred to prudently manage a portfolio in conformity
with the provisions of the investment policy set forth in Addendum THE REMAINDER OF THIS PAGE IS BLANK.
Number One hereto.

d. The fund measurement value shall be decreased by the amount of any
periodic payment made to a payee (or payee’s beneficiary) pursuant to the
Fund Agreement.

e. The fund measurement value shall be a cumulative measurement value.
Expenses referenced in Paragraph IV(c) and Payments referenced in
Paragraph IV(d) are cumulatively incorporated into the calculation of the
fund measurement value.

f. All Expenses and Fees listed in Paragraph IV(c) above shall be
commercially reasonable and,

i. Such amounts may increase or decrease from time to time,

ii. To the extent reasonably and commercially possible, such fees
shall not be greater than such an entity of similar skill, experience
and expertise would charge for identical or similar services and
charged to a similar customer in the ordinary course of business.

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