| Return Reference | Explanation |
|---|---|
| DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS | FORM 990, PART VI, QUESTION 6 SRA HOLDING, LLC, IS THE SOLE MEMBER OF THE ORGANIZATION. SRA HOLDING, LLC IS 100% OWNED BY PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO (OPERS). |
| DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS | FORM 990, PART VI, QUESTION 7A DIRECTORS ARE ELECTED BY THE MEMBERS. |
| DECISIONS REQUIRING APPROVAL & VOTING RIGHTS | FORM 990, PART VI, QUESTION 7B PER SECTION 8(B) OF THE OPERATING AGREEMENT, THE FOLLOWING MATTERS SHALL REQUIRE APPROVAL BY OHIO PERS HOLDING COMPANY: 1) ENTER INTO OR MODIFY, AMEND, EXTEND, RENEW OR TERMINATE ANY LEASE, CONTRACT, AGREEMENT OR OTHER UNDERTAKING, IF SUCH ACTION REASONABLY COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE ASSETS OF THE CORPORATION; 2) ACQUIRE, INVEST IN OR DISPOSE OF ASSETS OF THE CORPORATION, OTHER THAN PERSONAL PROPERTY ACQUIRED OR DISPOSED OF IN THE ORDINARY COURSE OF THE MANAGEMENT OR OPERATION OF THE ASSETS OF THE CORPORATION; 3) LEND, PLEDGE, MORTGAGE, HYPOTHECATE, FINANCE, OR GRANT A SECURITY INTEREST IN ANY OF THE ASSETS OF THE CORPORATION OR ANY INTEREST THEREIN TO ANY PERSON FOR ANY PURPOSE BEYOND THE AUTHORITY GIVEN TO SAROFIM UNDER THE INVESTMENT MANAGEMENT AGREEMENT; 4) SETTLE, COMPROMISE AND ADJUST ANY CLAIM IN FAVOR OF, AGAINST OR RELATING TO THE CORPORATION OR ITS ASSETS, EXCEPT NON-MATERIAL CLAIMS SETTLED, COMPROMISED OR ADJUSTED IN THE ORDINARY COURSE OF BUSINESS OF OPERATING, MANAGING AND MAINTAINING THE ASSETS OF THE CORPORATION; 5) ARRANGE TO PROSECUTE, DEFEND, SETTLE, OR COMPROMISE ANY ACTION AT LAW OR IN EQUITY OR ANY ADMINISTRATIVE PROCEEDING IN FAVOR OF, AGAINST OR RELATING TO THE CORPORATION OR ITS ASSETS IF SUCH ACTION OR PROCEEDING REASONABLY COULD BE EXPECTED TO HAVE A MATERIAL EFFECT (ADVERSE OR OTHERWISE) ON THE CORPORATION'S ASSETS AFFECTED THEREBY (TAKING INTO CONSIDERATION ANY INSURANCE COVERAGE APPLICABLE THERETO); OR SATISFY, SETTLE, COMPROMISE OR ADJUST ANY JUDGMENT, DECREE, DECISION OR SETTLEMENT IN CONNECTION THEREWITH; 6) ENTER INTO ANY TRANSACTION WITH ANY PERSON WHERE SUCH TRANSACTION IS OUTSIDE THE SCOPE (OF THIS AGREEMENT) OR THE INVESTMENT MANAGEMENT AGREEMENT; 7) ADMIT A PERSON AS A MEMBER OF THE CORPORATION; 8) DISSOLVE OR LIQUIDATE THE CORPORATION; 9) MERGE OR CONSOLIDATE THE CORPORATION WITH ANY OTHER ENTITY; OR 10) ENGAGE ANY ATTORNEY OR LAW FIRM TO REPRESENT OPERS, THE MEMBER OR THE CORPORATION, UNLESS SUCH ATTORNEY OR LAW FIRM PREVIOUSLY HAS BEEN APPROVED BY OHIO PERS HOLDING COMPANY TO ACT IN SUCH CAPACITY AND MEETS THE CRITERIA SET FORTH IN THE INVESTMENT MANAGEMENT AGREEMENT. |
| DESCRIPTION OF PROCESS USED BY MANAGEMENT/GOVERNING BODY TO REVIEW 990 | FORM 990, PART VI, QUESTION 11 THE FINANCIAL INFORMATION IS GATHERED AND PROVIDED TO THE EXTERNAL TAX PREPARERS. ONCE THE TAX RETURN HAS BEEN PROCESSED, THE ORGANIZATION'S PRESIDENT, SCOTT R. FITZGERALD, HAS THE OPPORTUNITY TO REVIEW THE RETURN PRIOR TO SIGNING OFF ON IT BEFORE FILING. IN ADDITION, THE RETURN IS DISTRIBUTED TO ALL MEMBERS OF THE BOARD OF DIRECTORS. |
| DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST | FORM 990, PART VI, QUESTION 12C THE ORGANIZATION ADOPTED AND MAINTAINS A CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THAT ALL EMPLOYEES AND DIRECTORS SIGN OFF THAT THEY AGREE TO ABIDE BY THE CODE OF BUSINESS CONDUCT AND CODE OF ETHICS WHEN THEY ARE HIRED. AN ANNUAL SECURITIES AND EXCHANGE COMMISSION TRAINING IS HELD WHERE AMONG OTHER THINGS THERE'S A DISCUSSION AND UPDATE OF MATTERS THAT ARE CONSIDERED CONFLICTS THAT NEED TO BE DISCLOSED. DIRECTORS ARE THEN REQUIRED TO REVIEW AND SIGN THE ORGANIZATION'S CODE OF CONDUCT AND CODE OF BUSINESS ETHICS TO DETERMINE THAT THEY ARE IN COMPLIANCE WITH THE POLICIES. ANY INSTANCES OF NON-COMPLIANCE ARE DOCUMENTED AT THAT TIME. IF CONFLICT ARISES LATER, THEN THE EMPLOYEE OR DIRECTOR HAS TO REPORT THE CONFLICT TO THE CHIEF COMPLIANCE OFFICER OF FAYEZ, SAROFIM AND COMPANY. TO DATE, NO CONFLICTS HAVE ARISEN. |
| AVAIL OF GOV DOCS, CNFLT OF INTRST PLCY, & FIN STMTS TO GEN PUBLIC | FORM 990, PART VI, QUESTION 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. |
| OTHER CHANGES TO NET ASSETS OR FUND BALANCES | FORM 990, PART XI, LINE 9 OPERATING CASH DISTRIBUTION - (3,862,000) |
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