Board Resolution Format for Investment in Mutual Fund

BOARD RESOLUTION: AUTHORIZATION FOR INVESTMENT IN MUTUAL FUNDS

DOCUMENT ID: CORP-RES-INV-202X-001
EFFECTIVE DATE: [Date of Board Meeting]
VERSION: 1.0
GOVERNING JURISDICTION: [State/Country of Incorporation]

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LEGAL COMPLIANCE NOTICE

This document constitutes a draft template prepared by legal counsel for informational purposes. It is intended to serve as a standardized corporate instrument. It does not constitute specific tax, financial, or regulatory advice. The user must ensure that the investment described herein complies with the Company’s Articles of Incorporation, Bylaws, Investment Policy Statement (IPS), and applicable local securities laws (e.g., the Investment Company Act of 1940 or equivalent local statutes).

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CERTIFIED EXTRACT OF MINUTES OF THE BOARD OF DIRECTORS

OF [COMPANY FULL LEGAL NAME] (A corporation organized and existing under the laws of [Jurisdiction])

HELD AT: [Principal Address of the Company]
DATE: [Date of Meeting]

WHEREAS, the Board of Directors (the "Board") of [Company Full Legal Name] (the "Company") has reviewed the Company’s current liquidity position and the strategic requirement to deploy surplus cash reserves in accordance with the Board-approved Investment Policy Statement;

WHEREAS, the Board has determined that the investment of [Amount in USD] (the "Investment Amount") into [Name of Mutual Fund/Asset Management Firm] (the "Fund") aligns with the Company’s risk-adjusted return objectives;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes the Company to enter into the investment engagement with the Fund under the following terms:

1. AUTHORIZATION OF INVESTMENT

The Company is hereby authorized to subscribe to units or shares of the Fund in the amount of [Amount in USD]. The officers of the Company are authorized to execute all subscription agreements, account opening forms, and KYC/AML documentation required by the Fund.

2. APPOINTMENT OF AUTHORIZED SIGNATORIES

The following individuals (the "Authorized Signatories") are hereby empowered to act on behalf of the Company regarding the management of this investment:

• [Name of Signatory 1], [Title]
• [Name of Signatory 2], [Title]

Any one of the aforementioned individuals is authorized to sign, deliver, and perform all documents, agreements, and notices necessary to effectuate the subscription, redemption, or transfer of the Investment Amount.

3. COMPLIANCE WITH INVESTMENT POLICY

The Board confirms that the proposed investment is consistent with the Company’s governing documents and the Investment Policy Statement currently in force. The Treasurer shall provide quarterly reporting to the Board regarding the performance and status of the Investment Amount.

4. INDEMNIFICATION AND LIABILITY

The Company agrees to indemnify and hold harmless the Fund and its affiliates from any claims, losses, or damages arising out of the Company’s breach of the representations and warranties made in the subscription documentation, provided such breach was not the result of gross negligence or willful misconduct by the Fund.

5. GOVERNING LAW AND DISPUTE RESOLUTION

This resolution and any subsequent agreements arising herefrom shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising under this authorization shall be settled by binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

6. RATIFICATION

All actions previously taken by any officer of the Company in connection with the matters contemplated by this resolution are hereby ratified, confirmed, and approved as the act and deed of the Company.

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EXECUTION AND CERTIFICATION

I, [Secretary/Authorized Officer Name], the [Title] of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the resolution adopted by the Board of Directors on [Date], and that said resolution has not been amended, rescinded, or revoked and remains in full force and effect as of the date hereof.

FOR [COMPANY LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

ATTESTED BY (SECRETARY): Signature: _____________________________________ Printed Name: [Secretary Name] Title: Secretary Date: [Date]

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Field Population: Utilize a Word Processor (MS Word/Google Docs) to replace all bracketed fields. Ensure the "Amount in USD" is written both in numerical and written form for legal certainty (e.g., "$100,000.00 / One Hundred Thousand US Dollars").
2. Verify Authority: Confirm that the individuals identified as "Authorized Signatories" possess the requisite delegation of authority in the Company’s Bylaws or prior Board resolutions.
3. Board Minute Integration: This resolution should be appended to the official "Minute Book" of the Company. Ensure the date matches the date of the meeting where the resolution was formally voted upon.
4. Execution:
   • Digital: Use a platform with Audit Trail capabilities (DocuSign/Adobe Sign) to capture the IP address and time-stamp of the signatories.
   • Manual: Print on company letterhead. Signatures must be in blue or black ink.
5. Record Retention:
   • Retain a signed digital original in the company’s secure document management system (e.g., Diligent, Box, or SharePoint).
   • Provide a "Certified Copy" (signed by the Secretary) to the Mutual Fund’s brokerage or custodian to satisfy their KYC/AML "Proof of Authorization" requirements.
   • Maintain this record for a minimum of seven (7) years following the liquidation of the investment for tax and audit purposes.