1. EMIR Implementation:-

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1 EMIR Risk Mitigation Techniques Scope The Regulation of the European Parliament and Council of 4 July 2012 namely European Market Infrastructures Regulation (EMIR) on OTC derivatives, central counterparties and trade repositories aims on the reduction of the systemic risk from OTC derivatives. EMIR Includes the following four elements: a) all standardised OTC derivatives should be traded on exchanges or electronic platforms, where appropriate, b) all standardised OTC derivatives should be cleared through central counterparties (CCPs), c) OTC derivative contracts should be reported to trade repositories, d) non-centrally cleared derivative contracts should be subject to higher capital requirements. EMIR lays down clearing and bilateral risk-management requirements for over-the-counter ( OTC ) derivative contracts, reporting requirements for derivative contracts and uniform requirements for the performance of activities of central counterparties ( CCPs ) and trade repositories. Regulatory position on the scope of the notion 'OTC derivatives' under EMIR Pursuant to Article 2 point 5 and 7 of EMIR: 'derivative contract' or 'derivative' means a financial instrument as set out in points (4) to (10) of Section C of Annex I to Directive 2004/39/EC (MiFID) as implemented in Article 38 and 39 of Regulation (EC) No 1287/2006, and 'over-the-counter derivative' means a derivative contract the execution of which does not take place on a regulated market as within the meaning of Article 4(1)(14) of Directive 2004/39/EC or on a third-country market considered as equivalent to a regulated market in accordance with Article 19(6) of Directive 2004/39/EC (MiFID). Purpose The purpose of the below Risk Mitigation Techniques are to clarify the application of certain aspects of the Law's requirements, in order to ensure its common, uniform and consistent application under the Law. 1. EMIR Implementation:- Risk-mitigation techniques for OTC derivative contracts not cleared by a CCP (Article 11(1)-(4) of EMIR (Regulation (EU) No 648/2012)) 1. Financial counterparties and non-financial counterparties that enter into an OTC derivative contract not cleared by a CCP, shall ensure, exercising due diligence, that appropriate procedures and arrangements are in place to measure, monitor and mitigate operational risk and counterparty credit risk, including at least: a) the timely confirmation, where available, by electronic means, of the terms of the relevant OTC derivative contract; b) formalised processes which are robust, resilient and auditable in order to reconcile portfolios, to manage the associated risk and to identify disputes between parties early and resolve them, and to monitor the value of outstanding contracts. 2. Financial counterparties and non-financial counterparties referred to in Article 10 shall mark-tomarket on a daily basis the value of outstanding contracts. Where market conditions prevent marking-to-market, reliable and prudent marking-to- model shall be used. 3. Financial counterparties shall have risk-management procedures that require the timely, accurate and appropriately segregated exchange of collateral with respect to OTC derivative contracts that are entered into on or after 16 August Non-financial counterparties referred to in Article 10 shall have risk-management procedures that require the timely, accurate and appropriately segregated exchange of collateral with respect to OTC derivative contracts that are entered into on or after the clearing threshold is exceeded. 4. Financial Counterparties shall hold an appropriate and proportionate amount of capital to manage the risk not covered by appropriate exchange of collateral. Page 1 of 9

2 A. Confirmations requirements under EMIR (Article 12 the Commission Delegated Regulation on Clearing Thresholds (RTS) 1. An OTC derivative contract concluded between financial counterparties or non-financial counterparties referred to in Article 10 of Regulation (EU) No 648/2012 and which is not cleared by a CCP shall be confirmed, where available via electronic means, as soon as possible and at the latest: a) for credit default swaps and interest rate swaps that are concluded up to and including 28 February 2014, by the end of the second business day following the date of execution of the OTC derivative contract; b) for credit default swaps and interest rate swaps that are concluded after 28 February 2014, by the end of the business day following the date of execution of the OTC derivative contract; c) for equity swaps, foreign exchange swaps, commodity swaps and all other derivatives not provided for in point (a) that are concluded up to and including 31 August 2013, by the end of the third business day following the date of execution of the derivative contract; d) for equity swaps, foreign exchange swaps, commodity swaps and all other derivatives not provided for in point (a) that are concluded after 31 August 2013 up to and including 31 August 2014, by the end of the second business day following the date of execution of the derivative contract; e) for equity swaps, foreign exchange swaps, commodity swaps and all other derivatives not provided for in point (a) that are concluded after 31 August 2014, by the end of the business day following the date of execution of the derivative contract. 2. An OTC derivative contract concluded with a non-financial counterparty not referred to in Article 10 of Regulation (EU) No648/2012, shall be confirmed as soon as possible, where available via electronic means, and at the latest: a) for credit default swaps and interest rate swaps that are concluded up to and including 31 August 2013, by the end of the fifth business day following the date of execution of the OTC derivative contract; b) for credit default swaps and interest rate swaps that are concluded after 31 August 2013 up to and including 31 August 2014, by the end of the third business day following the date of execution of the OTC derivative contract; c) for credit default swaps and interest rate swaps that are concluded after 31 August 2014, by the end of the second business day following the date of execution of the OTC derivative contract; d) for equity swaps, foreign exchange swaps, commodity swaps and all other derivatives not provided for in point (a) that are concluded up to and including 31 August 2013, by the end of the seventh business day following the date of execution of the derivative contract; e) for equity swaps, foreign exchange swaps, commodity swaps and all other derivatives not provided for in point (a) that are concluded after 31 August 2013 up to and including 31 August 2014, by the end of the fourth business day following the date of execution of the derivative contract; f) for equity swaps, foreign exchange swaps, commodity swaps and all other derivatives not provided for in point (a) that are concluded after 31 August 2014, by the end of the second business day following the date of execution. 3. Where a transaction referred to in paragraph 1 or 2 is concluded after local time, or with a counterparty located in a different time zone which does not allow confirmation by the set deadline, the confirmation shall take place as soon as possible and, at the latest, one business day following the deadline set in paragraph 1 or 2 as relevant. 4. Financial counterparties shall have the necessary procedure to report on a monthly basis to the competent authority designated in accordance with Article 48 of Directive 2004/39/EC of the European Parliament and of the Council the number of unconfirmed OTC derivative transactions referred to in paragraphs 1 and 2 that have been outstanding for more than five business days. Page 2 of 9

3 B. Portfolio reconciliation requirements under EMIR Pursuant to the RTS Regulation (EU) No 149/2013 supplementing EMIR there is an obligation imposed on financial and non-financial counterparties to an OTC derivative contract to agree in writing or other equivalent electronic means with each of counterparties on the arrangements under which portfolios will be reconciled. Such agreement must be reached before entering into the OTC derivative contract, which is specific to EMIR agreement regarding portfolio reconciliation. Purpose and object of portfolio reconciliation The main purpose of the portfolio reconciliation is to identify at an early stage any discrepancy in a material term of the OTC derivative contract, including its valuation. The portfolio reconciliation must cover key trade terms that identify each particular OTC derivative contract and must include at least the valuation attributed to each contract arising from the requirement to mark-to-market (or to-model where applicable). Key Trade Terms The key trade terms that identify each particular OTC derivative contract that must be acknowledged while portfolios are reconciled, may be specified as follows: - the valuation attributed to each contract in accordance with Article 11(2) of EMIR, - the effective date, - the scheduled maturity date, - any payment or settlement dates, - the notional value of the contract, - currency of the transaction, - the underlying instrument, - the position of the counterparties, - the business day convention, - any relevant fixed or floating rates of the OTC derivative contract, - any other relevant details to identify each particular OTC derivative contract as provided for in Article 13 of RTS Minimum Frequencies EMIR specifies the minimum frequencies at which the parties should reconcile portfolios. The frequency of portfolio reconciliation depends on the status of the counterparty (FC, NFC+ or NFC) and on the number of outstanding contracts they may have with each other. Article 13 of the Commission Delegated Regulation on Clearing Thresholds Portfolio reconciliation 1. Financial and non-financial counterparties to an OTC derivative contract shall agree in writing or other equivalent electronic means with each of their counterparties on the arrangements under which portfolios shall be reconciled. Such agreement shall be reached before entering into the OTC derivative contract. 2. Portfolio reconciliation shall be performed by the counterparties to the OTC derivative contracts with each other or by a qualified third party duly mandated to this effect by a counter party. The portfolio reconciliation shall cover key trade terms that identify each particular OTC derivative contract and shall include at least the valuation attributed to each contract in accordance with Article 11(2) of Regulation (EU) No 648/ In order to identify at an early stage any discrepancy in a material term of the OTC derivative contract, including its valuation, the portfolio reconciliation shall be performed: a) for a financial counterparty or a non-financial counterparty referred to in Article 10 of Regulation (EU) No 648/2012: i. each business day when the counterparties have 500 or more OTC derivative contracts outstanding with each other; ii. once per week when the counterparties have between 51 and 499 OTC derivative contracts outstanding with each other at any time during the week; iii. once per quarter when the counterparties have 50 or less OTC derivative contracts outstanding with each other at any time during the quarter; Page 3 of 9

4 b) for a non-financial counterparty not referred to in Article 10 of Regulation (EU) No 648/2012: i. once per quarter when the counterparties have more than 100 OTC derivative contracts outstanding with each other at any time during the quarter; ii. once per year when the counterparties have 100 or less OTC derivative contracts outstanding with each other. C. Portfolio compression requirements under EMIR Pursuant to the RTS Regulation (EU) No 149/2013 supplementing EMIR, financial counterparties and nonfinancial counterparties with 500 or more OTC derivative contracts outstanding with a counterparty which are not centrally cleared must have in place procedures to regularly, and at least twice a year, analyse the possibility to conduct a portfolio compression exercise in order to reduce their counterparty credit risk and engage in such a portfolio compression exercise. Portfolio compression reduces notional outstanding by eliminating matched trades or trades that do not contribute risk to a dealer's portfolio. Operation of compression services can create new replacement contracts, for example where a contract is replaced by a new, smaller contract to allow the removal of an offsetting exposure. Article 14 of the Commission Delegated Regulation on Clearing Thresholds Portfolio compression 1. Financial counterparties and non-financial counterparties with 500 or more OTC derivative contracts outstanding with a CP which are not centrally cleared, shall have in place procedures to regularly, and at least twice a year, analyse the possibility to conduct a portfolio compression exercise in order to reduce their counterparty credit risk and engage in such a portfolio compression exercise. 2. Financial counterparties and non-financial counterparties must ensure that they are able to provide a reasonable and valid explanation to the relevant competent authority for concluding that a portfolio compression exercise is not appropriate. Moreover, financial counterparties and non-financial counterparties must ensure that they are able to provide a reasonable and valid explanation to the relevant competent authority for concluding that a portfolio compression exercise is not appropriate. Starting date for the portfolio reconciliation / compression requirements 15 th of September 2013 ESMA on 4 June 2013 clarified that portfolio reconciliation / compression apply to the portfolio of outstanding OTC derivative contracts. Therefore as the relevant technical standards enter into force on 15 September 2013, the requirements apply to the portfolio of outstanding contracts as of such date. D. Dispute resolution procedure requirement under EMIR Pursuant to the RTS Regulation (EU) No 149/2013 supplementing EMIR, the Legal basis for the dispute resolution requirements is as follows: Article 15 of the Commission Delegated Regulation on Clearing Thresholds Dispute resolution 1. When concluding OTC derivative contracts with each other, financial counterparties and nonfinancial counterparties shall have agreed detailed procedures and processes in relation to: a) the identification, recording, and monitoring of disputes relating to the recognition or valuation of the contract and to the exchange of collateral between counterparties. Those procedures shall at least record the length of time for which the dispute remains outstanding, the counterparty and the amount which is disputed; b) the resolution of disputes in a timely manner with a specific process for those disputes that are not resolved within five business days. 2. Financial counterparties shall report to the competent authority designated in accordance with Article 48 of Directive 2004/39/EC any disputes between counterparties relating to an OTC derivative contract, its valuation or the exchange of collateral for an amount or a value higher than EUR 15 million and outstanding for at least 15 business days. Page 4 of 9

5 The required frequency of the disputes' reporting As a minimum, the financial counterparties are expected to make a monthly notification of any disputes outstanding in the preceding month; however, national competent authorities may require more frequent reporting of outstanding disputes. Valuation ESMA clarified, the valuation is the one attributed to each contract in accordance with Article 11(2) of EMIR. Clarification between Discrepancy & Dispute ISDA clarified that EMIR and its supporting regulation is subject to interpretation and, as noted above, the parties should take professional advice. ISDA protocol clarifies:- A discrepancy is any difference identified by the portfolio reconciliation process. The Protocol does not require a party to notify its counterparty of any discrepancy identified through the portfolio reconciliation process unless such discrepancy is material to the rights and obligations of the parties under the relevant transactions. A dispute may include a material discrepancy which, despite attempts, has not been resolved at an operational (or, perhaps, a relationship) level such that one or both of the parties is, potentially, considering a more formal procedure. Starting date for EMIR dispute resolution requirements 15 th of September 2013 The requirements apply to the portfolio of outstanding contracts as of such date. E. Client segregation under EMIR Counterparties may meet the clearing obligation imposed by EMIR as a direct clearing member, client of a clearing member or indirectly through a clearing member. To cope with this task the identification of the accepted counterparty risk level and the consequent assessments of available options regarding accounts' segregation, with the corresponding protection level, operational efficiency, etc. will be necessary. Types and effects of client segregation under EMIR EMIR does not allow the use of unsegregated accounts. EMIR provides that CCPs must offer both 'omnibus client segregation' [Article 39(2)] and 'individual client segregation' [Article 39(3)]. 1. Omnibus client segregation EMIR Article 39(2) wording requires for the omnibus client segregation that the CCP keeps separate records and accounts enabling the clearing member to distinguish the assets and positions of the clearing member from the assets and positions held for the account of its clients. 2. Individual client segregation EMIR Article 39(3) requires the CCP to keep separate records and accounts enabling the clearing member to distinguish the assets and positions held for the account of each client from those held for the account of each other client. 3. Effects of the segregation In summary, the main effects of segregation are: a. Separate accounts - The assets and positions must be recorded in separate accounts. b. Netting impossible - The netting of positions recorded on different accounts is prevented. c. No exposition to losses in other accounts - The assets covering the positions recorded in an account are not exposed to losses connected to positions recorded in another account. d. Excess margin posted to the CCP - When a client opts for individual client segregation, any margin in excess of the client's requirement must also be posted to the CCP and distinguished from the margins of other clients or clearing members and must not be exposed to losses connected to positions recorded in another account. e. Fees, charges and costs Page 5 of 9

6 Minimum level of client protection Article 39(4) of EMIR requires that a clearing member distinguish, in accounts with the CCP, the clearing member's own assets and positions from those assets and positions held for the accounts of the clearing member's clients. Article 39(9) of EMIR includes further criteria which must be met by the accounts held by a clearing member with a CCP. 2. CERTAIN ASPECTS OF THE COMPLIANCE REQUIREMENTS OF THE LAW As part of its responsibility for ensuring that the Investment Firm complies with its obligations under the Law, the persons who effectively direct the business of Omega Funds Investment Limited must ensure that the compliance function fulfils the requirements set out in applicable legislation. Reporting obligations under EMIR I. Reporting under EMIR covers concluded derivatives contracts which: (a) were entered into before 16 August 2012 and remain outstanding on that date; (b) are entered into on or after 16 August 2012 as well as any modifications or terminations thereof. II. Reporting obligation under EMIR is not restricted to derivatives concluded OTC only but applies to all derivatives (exchange-traded and intra-group including). III. 'Derivative contract' or 'derivative' under EMIR means a financial instrument as set out in points (4) to (10) of Section C of Annex I to Directive 2004/39/EC (MiFID). IV. Reporting requirement is imposed on counterparties to the contract and CCPs. A counterparty or a CCP may also delegate reporting, however it must be ensured that the duplication is avoided. V. The reporting obligation applies equally to financial counterparties and all non-financial counterparties in the meaning of EMIR - irrespective of whether the non-financials are above or below the clearing threshold. VI. The derivatives contracts are to be reported to a trade repository registered with ESMA or recognised by ESMA. VII. In principle, where a trade repository is not available to record the details of a derivative contract, such details are reported to ESMA. VIII. ESMA has approved on 7 November 2013 the registrations of the first four trade repositories (TRs) under EMIR. Omega Funds Investment Limited will report to UnaVista Ltd TR, based in the United Kingdom, via the TRAIANA HARMONY Platform through Confisio. IX. The reporting obligation to trade repositories applies to counterparties established in the European Union. In the case of contracts between a EU counterparty and a non-eu counterparty, the EU counterparty will need to identify the non-eu counterparty in its report. Timelines for reporting under EMIR A. Reporting must be effected no later than the working day following the conclusion, modification or termination of the contract (Article 9 of EMIR). B. Start dates for reporting are differentiated depending on derivatives' types. C. Consequently, in order to comply, entities covered must first identify the type of derivative to establish the reporting requirement start date. D. The requirement to report derivatives transactions to trade repositories under EMIR will come into force on 12 February 2014 (90 days after recognition of a relevant trade repository by ESMA). E. Reporting of exposures is required, for FC and NFC+ only, 180 days after the reporting start date F. Back-loading existing trades: If outstanding at time of reporting date; - 90 days to report to TR If not outstanding, but were outstanding between 16 August 2012 and reporting date; - 3 years to report to TR Clearing thresholds under EMIR Regulation and Regulatory Technical Standards on OTC derivatives Two elements should be considered: Page 6 of 9

7 1. For the purpose of setting the clearing thresholds, the notional value of OTC derivative contracts subject to the clearing obligation is taken into account, and 2. Setting the clearing thresholds per asset class. Notional value The approach based on the notional amount adds up the nominal value of all outstanding OTC derivative contracts, irrespective of whether they are in or out of the money. Pursuant to recitals to Commission Delegated Regulation on Clearing Thresholds, non-financials not exceeding the clearing threshold are not required to mark-to-market their OTC derivative contracts. Using the notional value of OTC derivative contracts allows a simple approach when making calculations of the clearing thresholds and non-financials are not exposed to external events. When the notional amount of a derivative contract is subject to modifications which were already foreseen in the original contract specifications (e.g. a reduction/increase of the notional at fixed dates), the updated notional amount should be taken into account for the purpose of calculating the clearing threshold (ESMA's clarification of 11 November 2013). Calculation per asset classes Five (5) asset classes are considered for setting the clearing threshold i.e. credit derivatives, equity derivatives, interest rate, foreign exchange and, finally, commodity. ESMA clarified that the clearing obligation would apply to all OTC derivatives contracts concluded after the clearing threshold was exceeded, irrespective of the asset class to which these OTC derivative contracts belong to. The excess of one of the values set for a class of OTC derivatives triggers the excess of the clearing threshold for all classes is supported in the recitals to Commission Delegated Regulation on Clearing Thresholds by the following circumstances: a) OTC derivative contracts reducing risks are excluded from the calculation of the clearing threshold; b) the consequences of exceeding the clearing threshold are not only related to the clearing obligation but extend to risk mitigation techniques; c) the approach for the relevant obligations under EMIR applicable to non-financials should be simple in view of the non-sophisticated nature of most of them. Clearing obligation with respect to non-financial counterparties and the values for clearing thresholds by class of the OTC derivative contract Pursuant to Commission Delegated Regulation on Clearing Thresholds the relevant values are determined by class of OTC derivative contracts: a) EUR 1 billion in gross notional value for OTC credit derivative contracts; b) EUR 1 billion in gross notional value for OTC equity derivative contracts; c) EUR 3 billion in gross notional value for OTC interest rate derivative contracts; d) EUR 3 billion in gross notional value for OTC foreign exchange derivative contracts; e) EUR 3 billion in gross notional value for OTC commodity derivative contracts and other OTC derivative contracts not defined under points (a) to (d). Article 10 (relating to non-financial counterparties) EMIR provides that where a non-financial counterparty takes positions in OTC derivative contracts and these positions exceed the clearing threshold, that nonfinancial counterparty should: i. immediately notify ESMA and the competent authority, note that ESMA has released: - the template for notification of exceeding the clearing threshold, and - the template for notification of no longer exceeding the clearing threshold; and ii. become subject to the clearing obligation for future contracts if the rolling average position over 30 working days exceeds the threshold; iii. clear all relevant future contracts within four months of becoming subject to the clearing obligation. EMIR cross-border issues 1. EMIR obligations apply to OTC derivative contracts when counterparties are established in the EU. Page 7 of 9

8 2. When one of the counterparties is established in the EU and the other counterparty is established in a third country (cross-border transaction), the clearing obligation or risk mitigation requirements would apply subject to the mechanisms to avoid duplicative or conflicting rules. 3. When the two counterparties are established in third countries, EMIR would only apply under certain conditions developed under the regulatory technical standard (RTS). These conditions relate to transactions having a "direct, substantial and foreseeable effect in the EU" or conducted under arrangements designed to evade EMIR rules. ESMA clarified that transactions caught by the "direct, substantial and foreseeable" condition would be only those conducted by non-eu derivatives counterparties which are guaranteed by an EU regulated financial firm (over certain cumulative thresholds or transactions conducted between EU branch offices of non-eu entities. The mechanisms to avoid duplicative or conflicting rules would also apply in such case. 4. All transactions concluded between EU branches of non-equivalent third country entities are proposed to be captured by EMIR. 5. ESMA believes that OTC derivative contracts between an EU branch of a non-eu entity and another non-eu entity, should be left to the regimes of the third countries involved, as that transaction would be a cross-border transaction between two non-eu entities, whereas in case indicated under point 4 above the transaction would be solely executed within the Union by two non-eu entities. For this purpose, ESMA believes that in this scenario the transaction is not subject to EMIR. Operations involving indirectly third-country firms tentatively considered to have a direct, substantial and foreseeable effect within the Union and consequently subjected to EMIR 1. OTC derivative contracts between EU branches of non-equivalent third countries, 2. Guarantees provided by EU financial counterparties (determined by specific quantitative threshold - at least 8 billion euro equivalent for an aggregated notional amount and 5 percent of the sum of the current exposures (as defined in Regulation No 575/2013)) to cover OTC derivative contracts concluded by counterparties established in third countries. The entities subject to the above rules would, however, be able to dis-apply the provisions of EMIR and apply the equivalent provisions in a third country, if at least one of the two counterparties is established in a jurisdiction for which the Commission adopted an implementing act on equivalence. Counterparty Classification In order to comply with the relative legislation, Omega Funds Investment Limited has applied for a Legal Entity Identifier (LEI) and has a contractual agreement with Confisio in Cyprus, for the EMIR TRS Reporting via TRAIANA Platform to UNAVISTA Repository. Omega s GMEI Code is DFOLNJ0YC6U22. In order to accelerate counterparty classification and reduce the risks of non-compliance, Omega Funds Investment Limited has adhered to the ISDA 2013 EMIR Port Rec, Dispute Res and Disclosure Protocol as a Receiving Party with Reference number of the letter 88A90E211007B6B8231E8DEE7C464B1D, the Compliance Function will follow a proactive data-driven classification approach in order to communicate to all Omega Funds Investment Limited counterparties their classification, asking them to respond if they do not agree, and thereby placing the onus on the counterparties to respond quickly where the classification could be wrong. Following this, the normal on-boarding documentation change process will be followed to ensure that in the end the legal agreements, where applicable, are fully aligned with the counterparty s status. (for e.g., where bilateral margining obligations may apply, it will be necessary to ensure that the proper documentation will be in place to facilitate this). Article 2(8) of EMIR defines an FC as any firm authorised under EU MiFID, CRD, General Insurance, Life Insurance, Reinsurance, UCITS, IORP and AIFM Directives. If a firm is authorised under any one or more of the EU Directives, then it is an EMIR Financial Counterparty (FC). If it is an entity established in the EU that is neither a FC so defines, nor a CCP as defined in Article 2(1), then it is a Non Financial Counterparty (NFC). Page 8 of 9

9 Article 4(1)(iv) & (v) of EMIR establishes that clearing obligations will apply to transactions between EU FC or NFC+ entities and an entity established in a third country that would be subject to the clearing obligation if it were established in the Union, and even between two third country entities what would be FCs or NFC+s where the contract has a direct, substantial and foreseeable effect within the Union or where such an obligation is necessary or appropriate to prevent the evasion of any EMIR provisions. The classification of existing clients and CPs whether FCs, NFC+s or NFC-s, will be conducted by a bulk client communication letter/newsletter [Appendixes Attached], for new clients and/or counterparties the relative classification will be notified upon completion of the Company s KYC process. In both cases existing and new clients and CPs, the classification is deemed necessary in order to notify clients of their proposed classification under EMIR, to ensure compliance with the classification requirements of the Law, achieve consistent and compliant classification, reduce volume of redundant client communications, improve on-boarding process efficiency and timeliness. Record Keeping Requirements Counterparties must keep a record of any derivative contract they have concluded and any modification for at least five years following the termination of the contract. Review of this Manual This manual will be reviewed and/or amended annually and/or as and when considered necessary by the Board of Directors and the Compliance Officer. Page 9 of 9