Company Procedures Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible: (a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use best efforts to cause such registration statement to become effective as soon as possible (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the one counsel selected by the holders of a majority of the Registrable Securities included in such registration copies of all such documents proposed to be filed); (b) prepare and file (within 60 days, in the case of a request for registration pursuant to Section 2.1(a)) with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days (or, if such registration statement is pursuant to a Short-Form Registration, then for a period that shall be necessary to keep such registration statement effective for the period that shall be adequate to sell all Registrable Securities covered thereby) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Stockholders are required to refrain, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration; (c) furnish to the holders of Registrable Securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as each such holder may reasonably request to facilitate the disposition of the Registrable Securities owned by such holder; (d) use best efforts to register or qualify, if necessary, the Registrable Securities being registered under such other securities or blue sky laws of such jurisdictions as any holder of such Registrable Securities reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holder (provided that the Company shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general service of process in any such jurisdiction); (e) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, use best efforts promptly to obtain the withdrawal of such order; (f) notify each holder of the Registrable Securities included in an offering hereunder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such holder, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (g) cause all such Registrable Securities included in an offering hereunder to be listed on any national stock exchange on which any Common Stock is listed, or, if the Common Stock is not listed on any national stock exchange, the Company shall use best efforts to qualify the Registrable Securities for inclusion on The Nasdaq Stock Market and, if listed on The Nasdaq Stock Market use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a Nasdaq “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure The Nasdaq Stock Market’s authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two (2) market makers to register as such with respect to such Registrable Securities with the National Association of Securities Dealers; (h) provide a transfer agent and registrar for all Registrable Securities included in an offering hereunder not later than the effective date of such registration statement; (i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other reasonable actions to expedite or facilitate the disposition of the Registrable Securities including in an offering hereunder (including effecting a stock split or a combination of shares); (j) make available for inspection at the Company’s principal office (during normal business hours and upon reasonable notice) by any holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such holder, underwriter, attorney, accountant, or agent in connection with such registration statement; (k) comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (l) permit any holder of Registrable Securities included in an offering hereunder which holder, in the sole and exclusive judgment of such holder, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of the Company and its counsel should be included; (m) obtain from its counsel an opinion or opinions in customary form and substance; (n) obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being registered reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); (o) notify each selling Stockholder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; (p) after such registration statement becomes effective, notify each selling Stockholder of any request by the Securities and Exchange Commission that the Company amend or supplement such registration statement or prospectus; and (q) take all other actions reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.
Operational Procedures In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series. The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
Recall Procedures A. Eligibility to be recalled from layoff and employment shall terminate after fourteen (14) months. Employees shall be recalled from layoff based on seniority in the following order: 1. Employees shall be recalled to the position from which they were laid off starting within the employee’s Department; or, 2. Employees shall be recalled to other positions within the position series from which they were laid off starting with the employee’s Department and then other Departments, provided the employee possesses the qualifications, performance record, aptitude, and ability to perform the work; or 3. Employees shall be recalled to other positions the employee previously held, provided the employee completed probation in that position starting with the employee’s Department and then other Departments, and provided the employee possesses the qualifications, performance record, aptitude, and ability to perform the work. 4. Employees shall be recalled from layoff into vacant County positions not previously held provided: 1) The employee possesses the qualifications, performance record, aptitude, ability to perform the work, and the ability to meet the minimum requirements for the position as defined in the job description; and 2) The employee specifies in writing to the Human Resources Office, within thirty (30) days of the date of layoff, the position(s) they want to be considered for recall. B. Employees on layoff who have been offered recall, and who have voluntarily refused such recall, shall be removed from the recall list and their employment shall be terminated. A form provided by the Human Resources Office signed by the employee shall document this recall refusal. C. When necessary, the Human Resources Director shall determine the recalled employee’s qualifications, performance record, aptitude, and ability to perform the work through discussions with the applicable Supervisor and a meeting with the employee. The employee shall be notified of the right to have a representative of his or her choosing present. If there is a disagreement over the County not allowing the employee to exercise recall rights, the Human Resources Director shall document this disagreement. D. After finding out more information about a specific job(s), a recalled employee may decide their overall qualifications, aptitude and ability are not compatible with the requirements of the job and may request to remain on the County recall list rather than pursue recall to the available position. Authorization to remain on layoff status, and return to the recall list after declining recall, must be mutually agreed upon. A form produced by the Human Resources Office and signed by the employee shall document this process. E. Laid off employees shall report to work on the date specified in the notice of recall, such date shall be not less than fourteen (14) days from the date of the notice unless mutually agreed upon.
