Corporate Governance – Investment Committee

INVESTMENT COMMITTEE FOR THE BOARD OF DIRECTORS FOR EACH SPONSORED TREBUCHET CAPITAL PARTNERS FUND or INVESTMENT VEHICLE

CHARTER

1. DEFINITIONS

In this Charter, the following terms have the meaning set out below:

“Affiliate” means the relationship of bodies corporate where one body corporate is the subsidiary of the other or each of them is a subsidiary of the same body corporate or is controlled by the same person;

“Board” means the Board of Directors of the Corporation;

“Chair” means the chair of the Committee;

“Committee” means the Investment Committee established by the Board;

“Corporation” means any Trebuchet Management sponsored fund;

“Director” means an individual elected to the Board by shareholders of the Corporation, or appointed to the Board;

“Independent Director” means a Director who meets the requirements of independence as defined in NI 58-101, as amended, and includes, without limitation, a Director who has no direct or indirect material relationship with the Corporation or any of its Affiliates, that is, a relationship which would, in the view of the Board, reasonably interfere with the exercise of the Director’s independent judgment;

“Manager” means the General Partner appointed to manage the day-to-day business of the fund,

“Member” means a Director, Officer or senior manager of the Corporation appointed to the Committee by the Board;

“Officer” means an officer of the Corporation appointed by the Board;

2. PURPOSE

The purpose of the Committee is to assist the Board in its oversight policy responsibilities relating to the investment within the investment vehicles.

3. STRUCTURE

(a) The Committee shall be composed of three or more Independent Directors and one executive director of the GP.

(b) Members shall hold office from the time of their appointment until the earliest of their removal or resignation from the Committee and the appointment of their successors, and, in the case of a Member who is an Officer or senior manager of the Corporation, the termination of his or her employment with the Corporation.

(c) Unless otherwise determined by resolution of the Board, the Secretary of the Board shall be the Secretary of the Committee. The Secretary of the Committee shall maintain the records of the Committee.

(d) The Committee shall establish its own procedures, including the timing and place of meetings, as it considers necessary or desirable.

4. ROLE OF THE CHAIR

The main responsibilities of the Chair are as follows:

(a) Call and chair all meetings of the Committee. If the Chair is unavailable or unable to attend a meeting of the Committee, then the Chair shall request another Member to chair the meeting, failing such request, the acting Chair shall be designated by and from the Members present at the meeting. In each case, the acting Chair shall be a Member who is a Director.

(b) Develop the agenda for meetings of the Committee with or without consulting Management.

(d) Act as the primary contact between the Committee and Management.

(e) Report to the Board on all meetings and activities of the Committee.

(f) Assume other responsibilities as this Charter, the Committee or the Board may specify from time to time.

5. RESPONSIBILITIES

The Committee shall have the following duties and responsibilities:

A. Policy monitoring of predefined existing Investment Policies per fund

(i) Consider and approve, where appropriate if not already defined, the adoption of the investment policy recommended by appointed Manager, for assets of the Funds, which policy shall include, without limitation, a statement of the long-term investment goals and long-term asset mix target for the Funds, as well as compliance with investment restrictions under applicable legislation.

B. Appointment of General Partner is pre-defined within the investment policy and the offering documents of the investment vehicle.

(i) Consider and, if appropriate, approve recommendations made by the sponsor of the fund (Trebuchet Management llc.) for hiring and terminating appointed Manager(s) with reference to the applicable hiring or termination criteria.

(ii) Review, from time to time, the general standard terms and conditions, which shall form the basis of the agreements to be entered into between the Corporation and the Manager.

(iii) Monitor the performance of the Manager and require that periodic presentations be made by the Manager with respect to the performance and management of the Funds assigned to them.

(v) Review the method proposed by Management by which cash flow is allocated, from time to time, among the Manager.

C. Other

(i) Review the annual financial statements of the Funds.

(ii) Discuss with, and advise if appropriate, Management with respect to relevant new findings and topics concerning investment management.

6. MEETINGS

(a) The Committee shall meet as necessary, at least four times per year and may meet more often if required.

(b) The Chair of the Board and the Manager shall be entitled to attend all meetings of the Committee.

(c) The quorum necessary for the transaction of business at Committee meetings shall be half of the size of the regular board composition.

(d) The Committee may meet in person or by telephone and may pass resolutions in lieu of meetings, provided such resolutions are signed by every Member.

(e) The Committee shall, as it deems appropriate, hold an in camera session following each meeting.

7. GENERAL

(a) The Committee shall have the authority to engage other external advisers, as it deems appropriate, within limits set by the chair to assist the Committee in the performance of its duties.
Which shall be deducted from the investment returns of the Funds, the investment vehicle shall cover the costs for all such advisers.

(b) The Committee shall have the authority to delegate, as appropriate, certain of its responsibilities and activities to one or more of its Members or to a subcommittee of the Committee.

(c) The Committee shall review and assess the currency and adequacy of this Charter on an annual basis and recommend any appropriate changes thereto for approval by the Board.

Notwithstanding the foregoing, the Board has the inherent jurisdiction to initiate and approve changes to this Charter semi-annually.

(d) Any Member who is neither a Director nor an Officer shall be entitled to be indemnified by the corporation in accordance with the standard indemnification agreement provided to Directors and Officers of the Corporation, mutatis mutandis, and this shall constitute sufficient authority for doing so.