2.2 Nociones generales del Procedimiento Abreviado
2.2.7 Estructura del Procedimiento Abreviado
18.1 FEES
18.1.1 Global Fee
The Management Company (in its capacity as management company and administrative agent of the Company) and the Depositary will be remunerated out of the assets of each Sub-Fund through a Global Fee as disclosed in respect of each Sub-Fund in the relevant Data Sheet. Such global fee will be allocated between the Depositary, the Management Company (in its capacity as management company and administrative agent of the Company) and any sub-contractor of the Depositary or the Management Company as agreed from time to time in writing between the parties.
18.1.2 Distribution Fee
Unless otherwise provided in the relevant Data Sheet, distributors will be remunerated out of the assets of each Sub-Fund as further described in the relevant Data Sheet.
18.1.3 Investment Management Fee
Unless otherwise provided in the relevant Data Sheet, Investment Managers will be remunerated out of the assets of each Sub-Fund as further described in the relevant Data Sheet. 18.1.4 Retrocession fee arrangements
The Management Company, each Investment Manager and each distributor may enter into retrocession fee arrangements with any intermediary which forms part of the distribution network (including business introducers) in relation to their distribution services provided that any such arrangement is designated to enhance the quality of the service and does not impair compliance with the Management Company's duty to act in the best interests of the Company and the shareholders. Any suchretrocession fee may be paid by either by the Management Company, the relevant Investment Manager or the relevant distributor out of its own assets (or remuneration). The Management Company, an Investment Manager or a distributor may instruct from time to time in writing the Company to pay all or part of its own remuneration directly to any intermediary which forms part of the distribution network (including business introducers).
18.1.5 Soft commissions with brokers
The Management Company or its delegates such as the Investment Manager may enter into soft commissions with brokers under which certain business services are obtained from third parties and are paid for by the brokers out of the commissions they receive from transactions of the Company. Consistent with obtaining best execution, brokerage commissions on portfolio transactions for the Company may be directed by the Management Company (or its delegates) to broker-dealers in recognition of research services furnished by them as well as for services rendered in the execution of orders by such broker-dealers.
The entering into soft commission arrangements is subject to the following conditions: (i) the Management Company (and its delegates) will act at all times in the best interest
of the Company;
(ii) the services provided will be in direct relationship to the activities of the Management Company (or its delegates);
(iii) brokerage commissions on portfolio transactions for the Company will be directed by the Management Company (or its delegates) to broker-dealers that are entities and not to individuals;
(iv) the Management Company (or its delegates) will provide reports to the Board with respect to soft commissions including the nature of the services it receives; and (v) information concerning the soft commission arrangements will be disclosed in the
financial statements of the Company.
18.2 EXPENSES
The Company will bear the expenses related to its incorporation, distribution, and its operation. These include, in particular, the remuneration of the Management Company, the Investment Managers, the intermediaries which form a part of the distribution network (including business introducers) and the Depositary, the fees of the statutory auditor and of the legal counsel, the expenses for printing and distribution of the Prospectus and KIID(s), and the periodical reports, brokerage for securities, fees, taxes and expenses related to the movement of securities or cash, interest and other expenses from loans, Luxembourg subscriber tax and other taxes which may be linked to the business, the charges due to the supervisory authorities of the country in which the Shares are offered, reimbursement of reasonable expenses to the Management Company and its sub-contractor, Board members, the expense of publication in the press and advertising, finance service fees for securities and coupons, any fees arising
from quotation of securities or from publication of the prices of the shares, court fees, fees for official deeds, and court counsel, any emoluments due to the administrators.
Furthermore, all reasonable expenses and costs advanced by the Company shall be to the account of the Company, including without limitation telephone, fax, telex, telegram, and carriage incurred by the Management Company, the Investment Managers, the Management Company's sub-contractor and the Depositary, including those involved in the purchase and sale of securities in the portfolios of one or more Sub-Funds.
The Company may indemnify any director/managing director or officer, and his heirs, executors and administrators, for any expenses reasonably incurred by him in connection with any actions or proceedings to which he was a party for being a director, managing director or officer of the Company or for having been, at the Company's request, a director, managing director or officer of any other company in which the Company is a shareholder or creditor and from which he was not indemnified except where he was finally sentenced in such actions or proceedings for gross negligence or misconduct. In the event of a settlement out of courts, such indemnification shall only be granted if the Company is advised by its counsel that the director, managing director or officer in question did not commit such a breach of duty The foregoing right of indemnification shall not exclude other rights to which such director, managing director or officer may be entitled.
Each Sub-Fund will be charged all of the expenses and disbursements which are attributable to it. Expenses and disbursements not attributable to any particular Sub-Fund shall be distributed among the Sub-Funds on an equitable basis, in proportion to the assets of each.
In the event that additional Sub-Funds are created, the expenses related to their creation shall be allocated and, if necessary, amortised in proportion to their net assets over a maximum period of 5 years. Expenses incurred in the incorporation and organisation of the Company, including primarily the fees of legal advisers, consultation fees, the cost of deeds and other fees, shall be borne by Edmond de Rothschild (Europe).