iSwap SEF Application

Exhibit G-3 – Governance Policy
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Governance Policy 

The policies set out below will apply to iSwap Euro B.V. (the “Company”). The Governance 

Policy is not intended to supersede or interpret any Applicable Law. It provides a general 

governance framework for the Company and should be read in conjunction with the 

Articles of Association, the Board Regulations and the Venue Rulebook. 

Defined terms unless otherwise defined in this Governance Policy have the meaning given 

to them in the Venue Rulebook. 

Act means the U.S. Commodity Exchange Act as amended 

from time to time.

Applicable Law means, with respect to any person, any statute, law, 

regulation, rule or ordinance of any governmental 

authority applicable to such person (as defined in the 

Venue Rulebook), including but not limited to MiFID2, the 

AFM guidelines & the FCA's rules, the Act and Commission 

Regulations.

AFM means the Dutch Authority for the Financial Markets 

(Autoriteit Financiële Markten).

Articles of Association means the Company's articles of association.

Board means the Company's board of directors.

Board Regulations means the Company's board regulations.

Chief Compliance Officer means the Company's chief compliance officer. 

Commission means the U.S. Commodity Futures Trading Commission.

Commission Regulations means Title 17, Chapter I of the U.S. Code of Federal 

Regulations.

Emergency has the meaning set out in Rule 14.23 of the Venue 

Rulebook.

FCA means the UK Financial Conduct Authority.

Hearing Panel means the disciplinary panel described in Section 9.13 of 

this Governance Policy.

Participant means a Member Participant or a Broker Participant, as 

applicable.

Participation Committee means the committee of the Board described in Section 9.1 

of this Governance Policy.

Respondent means any person who is charged with a Rule violation, set 

out in the Disciplinary Procedures.

Regulatory Oversight 

Committee 

means the committee of the Board described in Section 9.3 

of this Governance Policy.

Review Panel means the disciplinary panel described in Section 9.11 of 

this Governance Policy.

Rulebook The Rules governing the operation of the iSwap Venue in 

force from time to time and any amendment made thereto. 

Supervisory Board means the supervisory board (raad van commissarissen) of 

the Company as provided for in the Articles of Association, 
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which may or may not be established, and which is 

described in Section 1.5 of this Governance Policy.

Venue means the venue provided by the Company for the 

execution of Contracts, as set out in the Venue Rulebook.

1. OVERVIEW

1.1 The Board has the power, is authorized and is empowered on behalf and in the

name of the Company, to perform acts and enter into other undertakings that it

may in its discretion deem necessary or advisable in order to promote the sound

and efficient operation of the Venue (except such as otherwise required by

Applicable Law), including, but not limited to, the following:

(a) ensuring that the Company complies with all statutory, regulatory and selfregulatory responsibilities under Applicable Law;

(b) reviewing, approving and monitoring major strategic, financial and business

activities, the Company's budget and the Company's financial performance;

(c) evaluating risks and opportunities facing the Company and proposing

options for addressing such issues;

(d) overseeing and reviewing recommendations from the Company's

committees, the Chief Compliance Officer and the Supervisory Board if

established; and

(e) having the sole power to set the payment dates and amounts of any dues,

assessments or fees to be levied on Participants.

1.2 The Board, (or committee thereof or other delegated body) acting in accordance 

with the Articles of Association and the Board Regulations, may from time to time 

cause the Company to enter into such agreements with domestic or foreign selfregulatory associations, other associations, boards of trade and their respective 

regulators providing for the exchange of information and other forms of mutual 

assistance for financial surveillance, routine audits, market surveillance, 

investigative, enforcement and other regulatory purposes as the Board may 

consider necessary or appropriate or as Applicable Law may require. 

1.3 Each director is expected to comply with all Applicable Law and Company policies, 

and promote compliance by the Company and all of its employees. The Board will 

discharge its responsibilities and exercise its authority in a manner, consistent with 

applicable legal and regulatory requirements that promotes the sound and efficient 

operation of the Venue and its swap execution activities.

1.4 The Articles of Association provide for the possibility to establish a Supervisory 

Board at the level of the Company. The responsibilities of the Supervisory Board 

members include supervising (the policy of) the members of the Board, supervising 

the day-to-day management of the Company and the Company's business, and 

advising the Board. The Supervisory Board itself is not responsible for the day-today management of the Company nor carrying out the policies pertaining to the 

Company; these responsibilities have been reserved for the Board.
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1.5 The decision-making of the Board is subject to the requirements as laid down in 

the Board Regulations. The Board Regulations determine that, if a Supervisory 

Board is established, certain decisions of the Board (e.g. significant investments, 

issuance of shares, capital depreciation) are subject to prior approval of the 

Supervisory Board. If no Supervisory Board is established, then such decisions of 

the Board are subject to the approval of the Company's shareholder. Pursuant to 

the Board Regulations, certain decisions of the Board are always subject to prior 

approval of the Company's shareholder (e.g. making any material alteration to the 

general nature of the business of the Company).

2. COMPOSITION

The Board will consist of no less than two directors from time to time as

appointed/designated by the Company’s shareholder. The Board shall include a

diversity of membership interests consistent with Commission Regulation

1.64(b)(3).

3. QUALIFICATIONS

3.1 In order to fulfill their responsibilities, directors (including any Supervisory Board

director) will be selected based on their experience, qualifications, attributes and

skills and the understanding that their directorship will play an integral role in

fulfilling the Company’s business objectives and legal obligations.

3.2 Each director shall be familiar with, and comply with, to the extent applicable, the

provisions contained in the Venue Rulebook.

3.3 Each director, including any Supervisory Board director, shall be of sufficiently

good repute and have sufficient expertise in the scope or intended scope of

financial services provided by the Company. No director will (a) have a history of

disciplinary offenses that would be disqualifying under Applicable law, including

Commission Regulation § 1.63(c), (b) any felony conviction in the last 10 years,

or (c) be subject to any grounds for refusal to register under Sections 8a(2) and

8a(3) of the Commodity Exchange Act.

3.4 At least twenty percent of the directors must be persons who:

(i) are knowledgeable of futures trading or financial regulation or are

otherwise capable of contributing to governing board deliberations;

and,

(ii) (A) are not Participants, (B) are not currently salaried employees of

the Venue, (C) are not primarily performing services for the Venue in

a capacity other than as a member of the Venue’s governing board,

or (D) are not officers, principals or employees of a firm which is a

Participant at the Venue either in its own name or through an

employee on behalf of the firm.

4. CONFLICTS OF INTEREST

4.1 Each director is required to act in the best interests of the Company and to refrain

from any conduct that would be, or gives the appearance of being, a conflict of

interest.
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4.2 No director, member of any committee or oversight panel, or officer or other 

person authorized to exercise authority on behalf of the Company, including the 

Compliance Function, will knowingly participate in such body’s deliberations or 

voting, including in any inquiry, investigation or any disciplinary proceeding, 

suspension, Emergency or other executive action (each, an "Executive 

Proceeding") if such person has a conflict of interest between such person's 

position acting on behalf of the Company and such person's personal interests 

(each, an "Interested Person"), unless deliberations are permitted by section 4.6. 

Material conflicts of interest include, but are not limited to, instances where an 

Interested Person (a) is a named party in interest in an Executive Proceeding, (b)

is an employer, employee or fellow employee of a named party in interest or 

potential named party in interest in an Executive Proceeding, (c) has any other 

significant, ongoing business relationship with a named party in interest or 

potential named party in interest in an Executive Proceeding, excluding 

relationships limited to executing transactions opposite each other or to clearing 

transactions through the same clearing members, (d) has a family relationship 

with a named party in interest or potential named party in interest in an Executive 

Proceeding (each of (a) through (d) being a “Relationship Conflict of Interest”) or 

(e) has a direct and substantial financial interest in the result of the deliberations

or vote of any Executive Proceeding (a “Financial Conflict of Interest”). For

purposes of this subparagraph, a "family relationship" exists between a named

party in interest or potential named party in interest in an Executive Proceeding

and a potential Interested Person if one person is the other's spouse (including a

domestic partner or partner in a civil union), co-habitator, former spouse, parent,

stepparent, child or other legal dependent, sibling, stepbrother, stepsister,

grandparent, grandchild, uncle, aunt, nephew, niece or in-law.

4.3 Prior to the consideration of any matter or significant action that will be considered 

by the Board or a committee of the Board in an Executive Proceeding, each 

potential Interested Person must disclose the existence of any potential conflict of 

interest, including any potential Relationship Conflict of Interest and/or Financial 

Conflict of Interest, to the Chairman of the Board or the chairman of the relevant 

committee and may choose to abstain and recuse himself or herself from the 

deliberations and voting. The potential Interested Person is encouraged to consult 

with the Company’s Secretary and any necessary internal or external advisors in 

advance of the topic being discussed or voted upon. If a potential Interested 

Person fails to disclose the existence of any potential conflict of interest that he or 

she knows of, or reasonably should know of, such potential Interested Person will 

be deemed an Interested Person prohibited from participation in an Executive 

Proceeding by the Board or committee of the Board, as applicable. If the Board or 

committee of the Board, as applicable, discovers that such a potential Interested 

Person participated in an Executive Proceeding without having made the disclosure 

of a potential conflict of interest, the determination of such Executive Proceeding 

shall be null and void, unless, in the case of an Emergency action, the potential 

Interested Person makes the disclosures required pursuant to section 4.4 and the 

Board or committee thereof determines that such potential Interested Person 

would have been permitted to participate in the Executive Proceeding pursuant to 

section 4.5 or 4.6. 

4.4 If disclosure of a potential conflict of interest is required pursuant to section 4.3, 

a potential Interested Person must disclose all information required under 

Applicable Law in relation to any conflict of interest, including: 
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(a) In the case of any potential Relationship Conflict of Interest, such disclosure

must include the specific type of Relationship Conflict of Interest based on

the categories (a) through (d) in section 4.2; and/or

(b) In the case of any potential Financial Conflict of Interest, such disclosure

must include the financial interest and related position information (including

information regarding positions held by such person, positions held by

individuals of such person’s family and positions held by a firm with which

such person is affiliated) that is known to such person with respect to any

particular month or months that are under consideration, and any other

positions which the deliberating body reasonably expects could be affected

by the significant action, including but not limited to:

(i) gross positions held in such person’s personal accounts or “controlled

accounts,” as defined in Commission Regulation § 1.3;

(ii) gross positions held in proprietary accounts, as defined in

Commission Regulation § 1.17(b)(3), at such person’s affiliated firm;

(iii) gross positions held in accounts in which such person is a principal,

as defined in Commission Regulation § 3.1(a);

(iv) net positions held in Customer accounts, as defined in Commission

Regulation § 1.17(b)(2), at such person’s affiliated firm; and

(v) any other types of positions, held in such person’s personal accounts

or the proprietary accounts of such person’s affiliated firm, that the

Company reasonably expects could be affected by the significant action.

(c) Notwithstanding subsection (b), in the case of a potential Financial Conflict

of Interest, no such disclosure is required by a potential Interested Person if

such person chooses to abstain from deliberations and voting on the relevant

Executive Proceeding.

4.5 If a potential Interested Person who discloses a potential material conflict of 

interest does not choose to abstain and recuse himself or herself from deliberations 

and voting in any Executive Proceeding, the directors, or committee or oversight 

panel, as applicable, will determine whether such person is an Interested Person 

prohibited from participation in the Executive Proceeding. Such determination will 

be made by an absolute majority vote made in accordance with the procedures in 

the Articles of Association governing decision-making by directors and will be 

based upon a review of: 

(a) the information provided by such potential Interested Person pursuant to

Section 4.4;

(b) any other source of information that is held by or reasonably available to

the Company;

(c) in the case of a Financial Conflict of Interest, the most recent large trader

reports and clearing records available to the Company; and

(d) any Applicable Law.
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4.6 With respect to Financial Conflicts of Interest only, and save for where Applicable 

Law prohibits it, any person determined to be an Interested Person who would 

otherwise be required to abstain from deliberations and voting pursuant to this 

Section, may participate in deliberations, but not in voting, if the Board, or 

committee or oversight panel, as applicable, determines by an absolute majority 

vote (excluding all relevant Interested Persons) made in accordance with the 

procedures in the Articles of Association governing decision-making by directors 

that such participation would be consistent with the public interest after 

considering the following factors: 

(a) whether such Interested Person's participation in the deliberations is

necessary to achieve a quorum;

(b) whether the Interested Person has unique or special expertise, knowledge

or experience in the matter being considered; and

(c) the position information which is the basis for the Interested Person’s

Financial Conflict of Interest.

5. RESIGNATION

Any director or member of a committee may resign at any time by written notice

to the Chairman or Secretary; provided that each such person shall in good faith

provide the Chairman or Secretary such prior notice as may be reasonably

necessary for the Board to identify and appoint a qualified person to fill the

resulting vacancy. Such resignation shall be made in writing. To the extent that

any vacancy results in the number of directors falling below the number required

by the Articles of Association or Applicable Law, the Board shall act as expeditiously

as reasonably practicable to appoint one or more directors as may be required.

6. VACANCIES

If the office of any director, member of a committee or other officer becomes

vacant by reason of death, resignation or for any other reason, a qualified

individual will be appointed in accordance with the Articles of Association or

Applicable Law. Within 30 days after such an appointment, the Chief Compliance

Officer shall submit to the Commission the name of the individual, the membership

interests the individual represents and how the composition of the Board otherwise

meets the requirements of Commission Regulation 1.64(b) and the Company’s

implementing standards and procedures.

7. COMPENSATION

Compensation awarded to any Supervisory Board director shall not be linked to

the Company’s business performance.

8. CERTIFICATION AND COMPLIANCE

8.1 Each prospective director and director shall, before taking office, acknowledge his

or her receipt and understanding of this Governance Policy, as well as upon any

publication of a revised Governance Policy or amendment thereto. In addition, (a)

upon request from the Company, the director shall certify that the qualification

information he/she provided to the Company before being elected as a director
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has not changed materially, and (b) from time to time the director shall provide 

an updated statement of qualification information that reflects any material 

changes. 

8.2 Directors are required to report suspected violations of the Governance Policy or 

of any Applicable Law, rule or regulation by any director to the Board, the 

Supervisory Board if established, the Regulatory Oversight Committee and the 

Chief Compliance Officer (who will subsequently relay any such suspected

violations to the Board or the Regulatory Oversight Committee, unless such 

reported violation is proven incorrect after a prompt initial review of its merits). 

The Board or the Regulatory Oversight Committee, as applicable, shall determine 

whether to conduct an investigation and what appropriate action should be taken. 

9. COMMITTEES

9.1 At such time as determined in the discretion of the directors (or at such other time

as may otherwise be required by Applicable Law), the directors shall establish a

Participation Committee. The Participation Committee shall be a standing

committee of the Board. Each member of the Participation Committee shall serve

until the due appointment of his or her successor, or until his or her earlier

resignation or removal, with or without cause, as a member of the Participation

Committee. A member of the Participation Committee may serve for multiple

terms.

9.2 The Participation Committee shall: (a) determine the standards and requirements

for initial and continuing participation eligibility; (b) review appeals of staff denials

of membership or participation applications; and (c) approve rules that would

result in different categories or classes of Participants receiving disparate access

to the services offered by the Company. The Participation Committee shall not

uphold any staff denial if the relevant application meets the standards and

requirements that the Participation Committee sets forth from time to time, and

the Participation Committee shall not restrict access or impose burdens on access

to the Venue in a discriminatory manner, within each category or class of

Participants or between similarly situated categories or classes of Participants.

Regulatory Oversight Committee

9.3 The Regulatory Oversight Committee shall be a standing committee of the Board.

9.4 The Regulatory Oversight Committee shall be composed of those directors

designated by the Board.

9.5 The Regulatory Oversight Committee members and Regulatory Oversight

Committee Chairman shall be appointed by the Chairman of the Board, subject to

the approval of the Board, at a meeting of the Board. Each appointee will serve

until the due appointment of his or her successor or his or her resignation or

removal as a member of the Regulatory Oversight Committee, with or without

cause, by an absolute majority vote of the Board. A member of the Regulatory

Oversight Committee may serve for multiple terms.

9.6 Each member of the Regulatory Oversight Committee shall serve until the due

appointment of his or her successor, or until his or her earlier resignation or

removal, with or without cause, as a member of the Regulatory Oversight
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Committee. A member of the Regulatory Oversight Committee may serve for 

multiple terms. 

9.7 The Regulatory Oversight Committee shall meet at least four times each year and 

at such other times as it deems necessary to fulfil its responsibilities. The 

Committee may meet in joint session with any other committee of the Board from 

time to time to discuss areas of common interest and significant matters. 

9.8 The Regulatory Oversight Committee shall report regularly to the Board with 

respect to its activities and make recommendations to the Board it may deem 

necessary or advisable for the orderly conduct of its business. Minutes of its 

meetings shall be maintained on behalf of the Regulatory Oversight Committee 

and approved by the Regulatory Oversight Committee. 

9.9 Unless the Board provides otherwise the Regulatory Oversight Committee can 

make, alter or repeal rules for the conduct of its business. In the absence of such 

rules, each meeting of the Regulatory Oversight Committee shall be called, notice 

of each such meeting be given or waived and the business of the Regulatory 

Oversight Committee conducted or its action taken as nearly as may be in the 

same manner as is provided in the Articles of Association with respect to the 

meetings or for conduct of business or the taking of actions by the Board. 

9.10 The Regulatory Oversight Committee shall: 

(a) monitor the Company’s self-regulatory program for sufficiency,

effectiveness, and independence;

(b) oversee all facets of the Company’s self-regulatory program, including trade

practice, market surveillance, audits, examinations and other regulatory

responsibilities with respect to Participants, and the conduct of

investigations;

(c) review the size and allocation of the Company’s regulatory budget and

resources; and the number, hiring and termination, and compensation of

regulatory personnel;

(d) review the performance of the Compliance Function and make

recommendations with respect to such performance to the directors;

(e) review all regulatory proposals prior to implementation and advise the

directors as to whether and how such changes may impact regulation;

(f) regularly monitor for conflicts of interest in accordance with Section 4 of this

Governance Policy;

(g) recommend changes to the Company’s self-regulatory program that would

ensure fair, vigorous, and effective regulation;

(h) review the annual report prepared by the Chief Compliance Officer, which

shall be provided to the directors and the Commission assessing the selfregulatory program of the Company and including a description of the

program, the expenses of the program, the staffing and structure of the

program, a catalogue of investigations and disciplinary actions taken during
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the year, and a review of the performance of the Review Panel and Hearing 

Panel; and 

(i) perform such other duties as the directors may delegate to it from time to

time. In addition, the Regulatory Oversight Committee may impose controls

on the Company to reduce the potential risk of market disruption, including

but not limited to market restrictions that pause or halt trading in specified

market conditions.

Disciplinary Panels 

9.11 At such time as determined in the discretion of the Board (or at such other time 

as may otherwise be required by Applicable Law), the Board shall appoint a Review 

Panel. In the discretion of the Board the chair of the Review Panel shall be 

appointed by the Board. No Participant shall be permitted to participate in 

deliberations or voting on any matter in which the Participant has a financial 

interest.

9.12 The Review Panel shall have the power to direct that an investigation of any 

suspected Violation be conducted. In any case where the Review Panel concludes, 

by absolute majority vote, that a Violation may have occurred, the relevant 

Participant shall be advised of that fact and the matter shall be referred to the 

Hearing Panel, pursuant to the procedures detailed in the Trading Standards and 

Disciplinary Procedures forming part of the Venue Rulebook. 

Hearing Panel 

9.13 At such time as determined in the discretion of the Board (or at such other time 

as may otherwise be required by Applicable Law), the Board shall appoint a 

Hearing Panel. The chairman of the Hearing Panel shall be appointed by and in the 

discretion of the Board. 

9.14 No Participant shall be permitted to participate in deliberations or voting on any 

matter in which the Participant has a financial interest. Within ten (10) days of 

being notified of the appointment of a Hearing Panel, a Respondent may seek to 

disqualify any individual named to the Hearing Panel on account of a conflict of 

interest or other reasonable grounds, by serving written notice to the appropriate 

staff of the Company and providing a copy thereof to the chair of the Hearing 

Panel. By not filing a timely request for disqualification, the Respondent will be 

deemed to have waived any objection to the composition of the Hearing Panel. The 

appropriate staff of the Company will decide the merits of any request for 

disqualification within his or her sole discretion and such decision will not be 

subject to appeal. The Hearing Panel shall conduct the formal hearings on 

Violations referred to it by the Review Panel, pursuant to the procedures detailed 

in the Trading Standards and Disciplinary Procedures forming part of the Venue 

Rulebook. 

9.15 In designating the members of a Review Panel or Hearing Panel, the directors shall 

endeavour to appoint a panel that is not dominated or subject to disproportionate 

influence by any group or class of Participants. The Board shall consider the 

objection of any Participant who believes this objective is not satisfied, and the 

Board shall determine whether a change is necessary or advisable to meet this 

objective. 
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10. COMPLIANCE FUNCTION

10.1 The directors shall appoint and approve the Chief Compliance Officer of the 

Company, who shall be the Chief Compliance Officer of the Company. The Chief 

Compliance Officer shall not serve as general counsel of the Company, or as a 

member of the Company's legal department, and may not be disqualified from 

registration pursuant to sections 8a(2) or 8a(3) of the Act. The Board shall approve 

the compensation of the Chief Compliance Officer and shall meet with the Chief 

Compliance Officer at least annually (which meeting may occur in person or by 

telephone). The Chief Compliance Officer shall also meet with the Regulatory 

Oversight Committee at least quarterly. The appointment of the Chief Compliance 

Officer and the amount of the Chief Compliance Officer's compensation shall require 

the approval of an absolute majority of the directors. In addition the Board will 

register where necessary with the AFM & FCA a Head of Compliance Oversight. 

Compliance with SEF Core Principles will be overseen by the Chief Compliance 

Officer appointed by the Board, Compliance with AFM and FCA obligations will be 

overseen by Head of Compliance Oversight. References in this documents and any 

other related document to the Compliance Function is intended to mean, for 

Commission related considerations, the CCO and, for AFM and FCA the Head of 

Compliance Oversight. The Company may appoint one individual to both roles but 

otherwise and to the extent any of the activities concern both the Commission, AFM 

and FCA, the CCO and the Head of Compliance Oversight will co-operate to ensure 

compliance with the respective regulations. 

10.2 The Compliance Function shall have the following duties, which list shall not be 

deemed exhaustive: 

(a) oversee and review the Company's compliance with section 5h of the Act

and any related rules adopted by the Commission;

(b) oversee and review compliance with the AFM guidelines and FCA Handbook

and all requirements of an authorized firm;

(c) oversee and review compliance with the rules and regulations of any other

regulatory body to which the Company is subject;

(d) in consultation with the Board, resolve any conflicts of interest that may

arise;

(e) establish and administer written policies and procedures reasonably

designed to prevent violation of Applicable Law;

(f) establish procedures for the remediation of noncompliance issues identified

by the Compliance Function through a compliance office review, look-back,

internal or external audit finding, self-reported error, or validated

complaint;

(g) establish and follow appropriate procedures for handling, management

response, remediation, retesting, and closing of noncompliance issues;

(h) establish a compliance manual designed to promote compliance with

Applicable Law and administer a written code of ethics designed to prevent

ethical violations and to promote honesty and ethical conduct;
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(i) supervise the Company's self-regulatory program with respect to trade

practice surveillance, market surveillance, real-time market monitoring,

compliance with audit trail requirements, enforcement and disciplinary

proceedings, audits, examinations and other regulatory responsibilities with

respect to Participants (including ensuring compliance with, if applicable,

financial integrity, financial reporting, sales practice, recordkeeping, and

other requirements);

(j) supervise the effectiveness and sufficiency of any regulatory services

provided to the Company; and

(k) prepare and file any of the annual compliance reports required by

Commission Regulation 37.1500(d) as well as any other compliance reports

that are required by Applicable Law. The Chief Compliance Officer shall also

prepare and file any reports required by Section 6 after the appointment of

a new Director.

10.3 Notwithstanding Section 10.2, if the Compliance Function is determined to be an 

Interested Person pursuant to Section 4 of this Governance Policy, the Board shall 

not consult with the Compliance Function on the relevant matter. In such an event, 

the Board shall consult with outside counsel or other third-party compliance 

consultant on the matter. 

10.4 The Compliance Function shall have supervisory authority over all staff acting in 

furtherance of the Compliance Function’s obligations as determined by the relevant 

regulatory regime. 

10.5 Removal of the Chief Compliance Officer shall require the approval of an absolute 

majority of the directors. The directors shall immediately appoint an interim Chief 

Compliance Officer and shall appoint a permanent Chief Compliance Officer as soon 

as reasonably practicable thereafter. Where necessary, the Company shall make 

all notifications required under Applicable Law in relation to any such appointment 

and termination, including that the Company shall notify the Commission of within 

(2) business days of (a) the departure of the Chief Compliance Officer and explain

the reasons for the departure and (b) the appointing of any new interim or

permanent Chief Compliance Officer.

10.6 The Company shall notify where necessary the AFM and FCA immediately following 

the removal of the Head of Compliance Oversight. The Board shall immediately 

appoint an interim Head of Compliance Oversight. 

11. FINANCIAL RESOURCES

The Company must maintain adequate financial operational, and managerial

resources to discharge each responsibility of the Company. The Company shall

maintain financial resources as required by Applicable Law, including Commission

Regulations 37.1300-1307.