Outside Counsel

In accordance with the Instrument, Independent Review Inc.'s committees have the authority, at the expense of the Fund, to seek independent legal, tax, financial, administrative or other advice as well secure the attendance at meetings of the committee of outsiders with relevant expertise and experience (collectively "Outside Counsel"), if the committee deems it necessary for the proper discharge of its mandate and responsibilities under its written charter.

The CSA state that they expect that an IRC will use Outside Counsel selectively and only to assist, not replace, the IRC’s decision-making. The CSA do not anticipate that IRCs will routinely use Outside Counsel.

Independent Review Inc.'s committees have the benefit of IRI's experience as part of the Secretariat service, but whwre legal counsel or outside expertise is required, IRI manages this process (particularly the scope of any such engagement) and ensures that the expenses of any Outside Counsel are both reasonable and acceptable to the Fund/Manager.

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