Fees and Potential Liabilities

Independent Review Inc. charges a one of set-up fee for each IRC and an annual maintenance fee (both payable in advance).

Independent Review Inc.'s current fee schedule is available upon request.

Additional Expenses

Pursuant to the Instrument, IRC's must have the authority to set and pay the compensation and proper expenses for the members of the committee, from the assets of the Fund. In addition, the IRC can call for independent professional advice, again at the expense of the Fund. This can make it difficult for the Fund to forecast the total annual cost of maintaining the IRC.

Independent Review Inc. ensures that the set up fee and the fixed annual maintenance fees agreed with the Fund will cover all of the expenses of running the committee, with the exception of any Outside Counsel fees. The Fund is not, therefore, subject to any unexpected, additional expenses, charges or membership fees in respect of an Independent Review Inc. committee.

Potential Liabilities

Independent Review Inc. seeks standalone insurance cover for the members of its committees.

In addition, Independent Review Inc. also requires the Fund and the Manager to indemnify the individual members of the Fund's IRC against any and all losses, claims, damages, liabilities, judgements, fines, amounts paid in settlement and reasonable expenses (collectively "Indemnified Liabilities") which may arise out of or in connection with the operation of, and acts or omissions of, the IRC, except any Indemnified Liabilities resulting from the gross negligence, willful misconduct or fraud on the part of Independent Review Inc. or any committee member.

We also ask the Manager to add the IRC members to any D&O policy that they (or the Fund) already hold.