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Committee Membership and Qualifications

The Committee shall have at least three members. Such members must have no conflict of interest with any other duties they have for the investment firm licensee.

A majority of the members of the committee including the Chairman shall be independent directors and non-executive directors.

The Board must satisfy itself that at least a majority of the committee has recent and relevant financial ability and experience, which includes:

(a) An ability to read and understand corporate financial statements including an investment firm licensee's balance sheet, income statement and cash flow statement and changes in shareholders' equity;
(b) An understanding of the accounting principles which are applicable to the investment firm licensee's financial statements;
(c) Experience in evaluating financial statements that have a level of accounting complexity comparable to that which can be expected in the investment firm licensee's business;
(d) An understanding of internal controls and procedures for financial reporting; and
(e) An understanding of the audit committee's controls and procedures for financial reporting.
January 2011