Board Resolution Format for Mutual Fund

OMNIBUS BOARD RESOLUTION AND CORPORATE AUTHORIZATION FOR MUTUAL FUND INVESTMENTS

DOCUMENT CONTROL REPOSITORY

• Document ID: BR-MFI-V4.2-[COMPANY CODE]
• Effective Date: [Effective Date]
• Version: 4.2 (Institutional Enterprise Release)
• Governing Jurisdiction: State of [State/Commonwealth], United States of America
• Subject Matter: Corporate Authorization for Investment of Surplus Funds in Mutual Funds, Asset Management Schemes, and Collective Investment Vehicles

---

STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT LEGAL NOTICE: This document constitutes a formal corporate governance resolution and legal authorization framework drafted under the general principles of corporate law, including the Delaware General Corporation Law (DGCL), Model Business Corporation Act (MBCA), and applicable commercial statutes. This resolution is binding upon [Company Full Legal Name] (the "Company") and may be relied upon by registered Asset Management Companies ("AMCs"), Mutual Fund Trusts, Trustees, Custodians, Transfer Agents, and Financial Intermediaries (collectively, the "Fund Entities"). Institutional users must verify compliance with the Company’s Certificate/Articles of Incorporation, Bylaws, Investment Policy Statements, and relevant securities regulations (including the Investment Company Act of 1940, the Securities Act of 1933, and applicable state "Blue Sky" laws) prior to final execution.

---

PARTIES & RECITALS

WHEREAS, [Company Full Legal Name], a corporation duly organized, validly existing, and in good standing under the laws of the State of [State/Commonwealth], having its principal executive office and corporate seat located at [Principal Address] (hereinafter referred to as the "Company");

WHEREAS, the Board of Directors of the Company (the "Board") has reviewed the Company’s operational liquidity, working capital reserves, financial forecasts, and institutional cash management strategies;

WHEREAS, the Board has determined that it is in the best commercial interests of the Company, its shareholders, and stakeholders to deploy surplus corporate cash reserves into institutional-grade, liquid, semi-liquid, short-term, and medium-term collective investment schemes, including mutual funds, exchange-traded funds ("ETFs"), liquid funds, ultra-short duration funds, fixed-income funds, money market instruments, and corporate debt schemes;

WHEREAS, to facilitate these treasury management operations, it is necessary to establish an institutional mandate empowering designated officers of the Company to negotiate, execute, and deliver all necessary subscription agreements, account opening documentation, redemptions, switches, and related instructions with mutual funds, asset management companies, financial institutions, and platforms, subject to the financial parameters and governance frameworks established herein;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following comprehensive resolutions:

---

OPERATIVE CORPORATE RESOLUTIONS & LEGAL TERMS

1. Scope of Investment Engagement and Permitted Asset Classes

RESOLVED FIRST, that the Company be, and hereby is, authorized to deploy surplus funds into collective investment vehicles, open-ended and closed-ended mutual fund schemes, liquid schemes, overnight funds, treasury funds, income funds, money market funds, index funds, and capital appreciation schemes managed by registered investment companies, asset management companies, and authorized financial entities. The authorized investments must align with the risk and liquidity parameters outlined in the Company's Corporate Treasury Policy.

2. Quantitative Investment Caps and Financial Limitations

RESOLVED SECOND, that the aggregate value of outstanding investments made pursuant to this authorization shall not exceed [Amount in USD] (the "Aggregate Cap") at any single point in time, exclusive of accrued capital appreciation, dividends, and reinvested yields.

RESOLVED FURTHER, that the maximum allocation to any single mutual fund scheme or single asset management company shall not exceed [Amount in USD] (the "Single-Entity Cap"), unless otherwise reviewed, approved, and authorized in writing by the Chief Financial Officer or the Audit Committee of the Board.

3. Designation and Powers of Authorized Signatories

RESOLVED THIRD, that the individuals holding the corporate titles specified below (each, an "Authorized Signatory" and collectively, the "Authorized Signatories") are hereby empowered, authorized, and directed, in the name and on behalf of the Company, to execute, deliver, verify, and complete all actions necessary to implement this investment authority:

• Group A Authorized Signatories:

  • Chief Executive Officer ([Name of CEO])
  • Chief Financial Officer ([Name of CFO])
  • Treasurer / VP of Finance ([Name of Treasurer])

• Group B Authorized Signatories:

  • Director of Treasury ([Name of Treasury Director])
  • Corporate Controller ([Name of Controller])

RESOLVED FURTHER, that execution authority shall be exercised strictly within the following transaction tiers:

1. Tier 1 (Up to [Amount in USD]): Any single (1) Group A Authorized Signatory OR any two (2) Group B Authorized Signatories acting jointly.
2. Tier 2 (From [Amount in USD] to [Amount in USD]): Any one (1) Group A Authorized Signatory acting jointly with any one (1) Group B Authorized Signatory.
3. Tier 3 (Exceeding [Amount in USD] up to the Aggregate Cap): Any two (2) Group A Authorized Signatories acting jointly.

4. Operational Authority for Accounts, Portals, and Payment Systems

RESOLVED FOURTH, that the Authorized Signatories are authorized and directed to:

1. Open, maintain, update, and close institutional investment accounts, folio numbers, customer accounts, demat accounts, and trading accounts with any registered mutual fund, asset management company, custodian, or designated Registrar and Transfer Agent ("RTA").
2. Execute application forms, subscription agreements, transfer deeds, redemption orders, systematized investment plans (SIPs), systematic transfer plans (STPs), systematic withdrawal plans (SWPs), and dividend reinvestment mandates.
3. Enroll the Company in, accept electronic terms and conditions for, and manage access to online, algorithmic, digital, and application-programming-interface (API) based execution platforms maintained by fund administrators, asset management companies, or transaction aggregators.
4. Designate corporate bank accounts exclusively maintained in the Company’s legal name for funding investments, processing redemptions, and receiving dividend distributions. Third-party disbursements or destination bank accounts outside the Company's ownership are strictly prohibited.
5. Fulfill all applicable statutory requirements, including Know Your Customer ("KYC"), Corporate Know Your Customer ("CKYC"), Foreign Account Tax Compliance Act ("FATCA"), Common Reporting Standard ("CRS"), beneficial ownership declarations, and Ultimate Beneficial Owner ("UBO") filings.

5. Representations and Warranties of the Company

RESOLVED FIFTH, that the Company makes the following continuous representations and warranties to any Fund Entity relying upon this Resolution:

1. Due Organization and Good Standing: The Company is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
2. Power and Authority: The Company has all requisite corporate power, legal right, and authority to enter into the transactions contemplated herein and to perform its obligations.
3. Absence of Conflicts: The execution and delivery of this authorization, and the resulting investments, do not violate, conflict with, or result in a breach of the Certificate of Incorporation, Bylaws, internal governance covenants, loan agreements, indentures, judicial orders, or regulatory injunctions binding upon the Company.
4. Valid and Binding Obligations: All contracts, applications, subscriptions, and instruments executed by the Authorized Signatories on behalf of the Company constitute the legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms.
5. Anti-Money Laundering & Sanctions Compliance: Funds deployed pursuant to this resolution derive from legitimate, verifiable business activities and do not violate any anti-money laundering (AML), counter-terrorist financing (CTF), or Office of Foreign Assets Control (OFAC) sanctions regimes.

6. Indemnification and Third-Party Reliance

RESOLVED SIXTH, that the Company agrees to indemnify, defend, and hold harmless each Fund Entity, its respective trustees, directors, officers, employees, transfer agents, and corporate affiliates from and against any liabilities, claims, losses, damages, penalties, and operational costs (including reasonable external attorneys' fees) arising out of or resulting from:

1. The Fund Entity’s reasonable, good-faith reliance upon any instruction, application, redemption, or instrument executed by an Authorized Signatory within the ostensible authority granted herein.
2. Any unauthorized transactions or fraud conducted via the Company's designated electronic access credentials, tokens, or multi-factor authentication systems, provided the Fund Entity followed its standard authentication protocols.
3. Any delay, failure, or refusal by a Fund Entity to execute instructions caused by ambiguous, contradictory, or non-compliant communications from the Company.

RESOLVED FURTHER, that all Fund Entities receiving a certified copy of this Resolution may rely implicitly and without independent investigation upon the continued validity of these powers, the factual assertions contained herein, and the authenticity of the specimen signatures appended hereto, until actual written notice of revocation, amendment, or modification is received by an executive officer of the applicable Fund Entity.

7. Term, Revocation, and Notice of Modification

RESOLVED SEVENTH, that this Resolution shall remain in full force and effect indefinitely until formally amended, superseded, or revoked by a subsequent resolution adopted by the Board of Directors of the Company.

RESOLVED FURTHER, that no revocation, amendment, or variation of this Resolution—or of the underlying authority of any Authorized Signatory—shall be effective against any third party or Fund Entity until thirty (30) calendar days following actual receipt of a newly certified true copy of an amendatory resolution, accompanied by revised signature schedules, delivered via certified mail, courier, or secure digital portal. Any transaction executed or cleared by a Fund Entity prior to the expiration of such thirty-day notice period shall remain binding upon the Company.

8. Dispute Resolution, Governing Law, and Forum Selection

RESOLVED EIGHTH, that all claims, controversies, or legal actions arising out of or related to this Resolution, the operational management of the mutual fund portfolios, or the validity of acts performed under its authority, shall be governed by, and construed in accordance with, the substantive laws of the State of [State/Commonwealth], without giving effect to conflict-of-law principles.

RESOLVED FURTHER, that any legal suit, action, proceeding, or dispute arising out of or related to this Resolution shall be instituted exclusively in the state or federal courts located in [County/City], State of [State/Commonwealth]. The Company and the Board irrevocably submit to the exclusive personal jurisdiction of such courts, waiving any defenses based on improper venue, lack of personal jurisdiction, or forum non conveniens.

9. Corporate Reporting and Internal Governance Oversight

RESOLVED NINTH, that the Treasury Department and the Authorized Signatories shall prepare, compile, and present a comprehensive investment performance, risk, and concentration report to the Audit Committee or the Board at each regularly scheduled quarterly meeting. The report shall detail the aggregate portfolio balance, weighted average yield, duration profiles, realized and unrealized gains and losses, liquidity tiers, and any operational anomalies occurring during the preceding fiscal quarter.

10. Ratification of Prior Acts and General Enabling Authority

RESOLVED TENTH, that any and all acts, contracts, deeds, subscriptions, applications, payments, and related operational steps undertaken by any director, officer, employee, or agent of the Company prior to the Effective Date of this Resolution, which would have been authorized by this Resolution had it been in effect at the time, are hereby ratified, confirmed, approved, and adopted in all respects as the authorized acts of the Company.

RESOLVED ELEVENTH, that the Corporate Secretary, Assistant Secretary, or any executive officer of the Company be, and each of them hereby is, authorized and empowered to certify a copy of these resolutions under the corporate seal of the Company, and to deliver such certified copy to any mutual fund, asset management company, broker-dealer, financial institution, or regulatory authority as conclusive evidence of the authorities granted herein.

---

EXECUTION AND CERTIFICATION BLOCKS

SECRETARY’S FORMAL CERTIFICATE OF INCUMBENCY AND PASSAGE

I, the undersigned, do hereby certify that:

1. I am the duly appointed, qualified, and acting Corporate Secretary of [Company Full Legal Name], a corporation organized and existing under the laws of the State of [State/Commonwealth].
2. The foregoing resolutions were formally proposed, seconded, and unanimously approved by the Board of Directors of the Company at a duly convened, constituted, and held meeting on the [Day] of [Month], 20[XX], at which a lawful quorum was present and voting throughout, or, alternatively, were adopted via unanimous written consent pursuant to applicable statutory corporate law and the Bylaws of the Company.
3. The said resolutions have been entered into the official corporate minutes books of the Company, remain in full force and effect, and have not been altered, amended, modified, superseded, or repealed in any manner as of the date hereof.
4. The persons named in the Specimen Signature Schedule below currently hold the respective corporate titles set forth opposite their names, their genuine signatures are subscribed thereto, and they are fully authorized to act under the parameters of the resolutions.

IN WITNESS WHEREOF, I have executed this Certificate and affixed the official Corporate Seal of the Company on this [Day] of [Month], 20[XX].

---

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Corporate Secretary Name]
Title: Corporate Secretary
Company: [Company Full Legal Name]
Date: [Date]

(AFFIX CORPORATE SEAL HERE)

---

ATTESTATION OF EXECUTIVE OFFICER / BOARD CHAIRPERSON

I, the undersigned, [Name of Board Chair/CEO], holding the office of [Title: Chairman of the Board / Chief Executive Officer] of [Company Full Legal Name], do hereby attest and certify that [Corporate Secretary Name] is the duly appointed, qualified, and acting Corporate Secretary of the Company, and that the signature set forth above is their genuine and verified signature.

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role: Chairperson of the Board / CEO]
Company: [Company Legal Name]
Date: [Date]

---

SPECIMEN SIGNATURE SCHEDULE OF AUTHORIZED SIGNATORIES

The following individuals are designated Authorized Signatories under Section 3 of this Resolution:

Group A Signatories:

1. Printed Name: [Name of CEO]
   Title: Chief Executive Officer
   Signature: _____________________________________
   Date: [Date]

2. Printed Name: [Name of CFO]
   Title: Chief Financial Officer
   Signature: _____________________________________
   Date: [Date]

3. Printed Name: [Name of Treasurer]
   Title: Treasurer / VP of Finance
   Signature: _____________________________________
   Date: [Date]

Group B Signatories:

1. Printed Name: [Name of Treasury Director]
   Title: Director of Treasury
   Signature: _____________________________________
   Date: [Date]

2. Printed Name: [Name of Controller]
   Title: Corporate Controller
   Signature: _____________________________________
   Date: [Date]

---

COUNTERPARTY / FUND ENTITY ACKNOWLEDGMENT (FOR RTA/AMC USE ONLY)

(To be completed by the counterparty financial institution, if required for verification.)

FOR [PARTY B / CLIENT / COUNTERPARTY]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Company / Entity: [Fund / AMC / Transfer Agent Legal Name]
Date: [Date]

---

STEP-BY-STEP EXECUTION, COMPLIANCE, AND FILING GUIDE

This guide outlines the corporate governance workflow required to execute, enforce, and maintain this Board Resolution in compliance with institutional corporate operations standards.

[Draft Resolution & Set Caps]
          │
          ▼
[Board Approval: Meeting or Written Consent]
          │
          ▼
[Execute: Secretary Certification & Board Chair Attestation]
          │
          ▼
[Collect Physical / Qualified Digital Signatures on Specimen Schedule]
          │
          ▼
[Affix Corporate Seal / Emboss Notary if Applicable]
          │
          ▼
[Archive Original in Minutes Book & Deliver Certified Extracts to AMCs/RTAs]

Step 1: Text Customization and Internal Validation

1. Replace Bracketed Fields: Open the document in your word processor (e.g., Microsoft Word, Google Docs). Use the Find and Replace utility to update:
   • [Company Full Legal Name] (must match legal incorporation filings).
   • [Principal Address] (registered corporate seat).
   • [State/Commonwealth] (jurisdiction of incorporation).
   • [Amount in USD] for both the Aggregate Cap and Single-Entity Cap.
   • Names and designations for Group A and Group B Authorized Signatories.
2. Review Internal Policies: Cross-examine the text against the Company’s Bylaws and current Corporate Investment Policy to confirm that the caps and approved asset classes do not require a supermajority board vote or shareholder consent.

Step 2: Formal Board Approval Mechanism

This resolution may be adopted through either of the following corporate actions:

• Option A: In-Person or Telephonic Meeting:
  1. Add the "Treasury Cash Management & Mutual Fund Authorization" as an agenda item.
  2. Vote to approve the resolution; record the affirmative votes in the official minutes.
  3. Ensure the Corporate Secretary records the date and quorum details in the Certification Block.
• Option B: Unanimous Written Consent (UWC):
  1. Attach this document as an exhibit to a formal Unanimous Written Consent of the Directors.
  2. Procure signatures from 100% of the active directors serving on the Board.

Step 3: Execution of the Certification Block

1. The Corporate Secretary must sign and date the Secretary’s Formal Certificate.
2. The Board Chairperson or Chief Executive Officer must sign the Attestation Block to verify the incumbency of the Secretary.
3. Affix the physical corporate seal over the Secretary’s signature. If using digital signatures, apply the digital representation of the seal or an approved cryptographic certificate.

Step 4: Specimen Signature Capture (Electronic & Physical)

• Physical Wet-Ink Execution: Require each designated Authorized Signatory (Group A and Group B) to sign their legal signature in the Specimen Signature Schedule using blue or black ink. Many traditional mutual fund custodians and RTAs still mandate wet-ink physical specimen cards.
• Digital Signatures (DocuSign / Adobe Sign):
  • If utilizing digital signature platforms, configure the audit envelope to require digital certificates meeting NIST SP 800-63-3 standards.
  • Ensure the complete, immutable audit trail is saved alongside the signed PDF, capturing signer IP addresses, emails, and timestamped events.
  • Note: Confirm in advance whether the target AMC/RTA accepts electronic signatures for non-individual/corporate accounts.

Step 5: Third-Party Delivery & KYC Documentation

Prepare an institutional onboarding packet for each Mutual Fund, AMC, or Custodian containing:

1. Certified True Copy of this Resolution (bearing original Secretary certification and wet seal or certified digital signatures).
2. Certified copy of the Company's Certificate of Incorporation and Bylaws.
3. Government-issued photo IDs (passports or driver's licenses) for all Authorized Signatories.
4. Proof of corporate physical address (utility bill, lease agreement, bank statement dated within 90 days).
5. Voided corporate check or an original bank letter confirming the account ownership, routing number, and account number for redemption proceeds.
6. Relevant tax forms: W-9 (for U.S. domestic entities) or applicable W-8BEN-E (for non-U.S. entities), including FATCA/CRS schedules.

Step 6: Corporate Records Retention and Lifecycle Management

1. Minutes Book: Place the fully signed, sealed original resolution into the permanent corporate records binder (or secure digital board governance software, e.g., Diligent, Nasdaq Boardvantage).
2. Revocation/Amendment Triggers: If any Authorized Signatory departs the Company, changes roles, or is stripped of authority:
   • Immediately adopt an Amending Board Resolution updating the Authorized Signatory schedule.
   • Send formal written notices via trackable delivery (with delivery confirmation) to each AMC, mutual fund, and broker holding corporate folios.
   • Follow up to ensure the target fund entities have updated their systems within their standard processing windows.