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5.15. Other Expenses

The Fund will bear all of its costs not borne by the Manager, including: 

1.  all expenses payable to or incurred by the Company, the Administrator, the Depositary, the Manager or adviser appointed by or on behalf of the Company or with respect to any Investment Compartment or Class and their respective delegates;

2.  transaction costs and expenses directly related to the purchase, due diligence, holding, or sale of investments (including broken deal costs related to unsuccessful acquisitions and disposals);

3.  all taxes or government duties which may be payable on the assets, income or expenses of the Company and bank charges and commissions incurred by or on behalf of the Company in the course of its business; 

4.  all expenses of the Directors;

5.  the remuneration and expenses of any paying agent or representative or correspondent bank appointed in any jurisdiction in compliance with the law or other requirements of that jurisdiction;

6.  brokerage and bank charges incurred by the Company’s business transactions;

7.  the remuneration, commissions and expenses incurred or payable in the marketing, promotion and distribution of Units including without limitation commissions payable to any person in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any Units in the Company and the costs and expenses of preparation and distribution of all marketing material and advertisements;

8.  all fees and expenses connected with the preparation, publication and supply of information to Shareholders and the public including, without limitation, the cost of preparing, translating, printing, distributing the Offering Memorandum and any Supplements and any periodic updates thereof, marketing literature, the annual audited report, the half-yearly reports and any other periodic reports and the calculation, publication and circulation of the Net Asset Value per Unit, certificates, confirmations of ownership and of any notices given to Shareholders in whatever manner; 

9.  all fees and expenses incurred in connection with the convening and holding of Shareholders’ meetings; 

10.  all fees and expenses incurred or payable in registering and maintaining an Investment Compartment or Class registered with any and all governmental and/or regulatory and/or rating agencies, clearance and/or settlement systems and/or any exchanges in any various countries and jurisdictions including, but not limited to, all filing and translation expenses; 

11.  all fees and expenses incurred or payable in listing and in maintaining or complying with the requirements for the listing of the Shares on any Stock Exchange; 

12.  legal and other professional fees and expenses incurred by the Company or by or on behalf of its delegates in any actions taken or proceedings instituted or defended to enforce, protect, safeguard, defend or recover the rights or property of the Company; 

13.  any amount payable under indemnity provisions contained herein or any agreement with any functionary of the Company including provisions indemnifying the functionary against claims arising from negligence, fraud or wilful default;

14.  all sums payable in respect of any policy of insurance taken out by the Company including, without limitation, any policy in respect of directors' and officers' liability insurance cover for the Directors or the Manager and any of its officers or representatives;

15.  all other liabilities and contingent liabilities of the Company of whatsoever kind and all fees and expenses incurred in connection with the Company's operation and management including, without limitation, all fiduciary, interest on borrowings, all company secretarial expenses and all Companies Registration Office filings and statutory fees and all regulatory fees; 

16.  all expenses involved in obtaining and maintaining a credit rating for the Company from any rating agency;

17.  all fees and expenses to the auditors, the legal, tax and accounting advisers to the Company, the Administrator, the Directors, Investment Advisers, the Company Secretary providers including fiduciary, advisory, brokers or otherwise to the Fund or any of its investment Compartments;

18.  the costs of any amalgamation or restructuring of the Company or any Investment Compartment; 

19.  the costs of winding up the Company or terminating any Class or Investment Compartment; 

20.  the financial consequences of all errors including a technology error or malfunction in the computers, networks and systems used by the Directors or the Manager and service providers;

21.  all other direct or indirect out-of-pocket costs;

22.  the costs of required capital;

23.  all other fees and all expenses incurred in connection with the Company's operation and management;

24.  any applicable value added tax. 

All costs will to the extent possible be allocated to and brought at the charge of the Investment Compartment in or on behalf of which the costs were incurred. To the extent costs cannot be thus allocated they will be charged to each Investment Compartment proportionately. 

All costs and expenses not borne by the Manager pursuant to the provisions of this Offering Memorandum but which arose in connection with the operation of the Fund and any Investment Compartment which is directly attributable to a specific Investment Compartment, including any value added taxes, shall be settled at the level of such Investment Compartment, in accordance with the provisions set out in each such Supplement. Such costs and expenses which cannot be allotted to one specific Investment Compartment will be charged to the different Investment Compartments in equal parts or, as far as it is justified by the nature of the sums concerned proportionately.