In response to National Instrument 81-107 and to provide an arms-length vehicle to deal with matters that involve potential conflicts of interest between the Fund and the Manager, the Ravensource Fund established and maintains an Independent Review Committee ("IRC").

The sole mandate and responsibilities of the IRC are as follows:

• Consider and provide impartial judgment on any conflict of interest matters referred to it by the fund manager and recommend to the manager what action the manager should take to achieve a fair and reasonable result for the mutual fund,
• Review any material related party transactions involving the mutual fund,
• Review and comment on the fund manager's policies on conflict of interest,
• Review any compliance reports prepared by the fund manager from time to time detailing how the fund manager dealt with conflict situations,
• Act in the best interests of the mutual fund,
• Oversee the development and updating of its written charter,
• Meet at least annually; and
• Provide a written annual report on its activities to Ravensource securityholders.