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<br />ARTICLE II. <br />GENERAL ADMINISTRATION <br /> <br />Section 2.01. TexPool Defined. <br /> <br />(a) TexPool is a public funds investment pool created pursuant to the Acts. <br /> <br />(b) Subject to Section 6.10, the Trust Company agrees to manage the Participant's Account in accordance with <br />the Investment Act and the Investment Policy. <br /> <br />Section 2.02. Board. <br /> <br />(a) The Board is composed of members appointed pursuant to the requirements of the Investment Act. <br /> <br />(b) The Board shall advise the Trust Company on the Investment Policy and on various other matters affecting <br />TexPool, and shall approve fee increases. <br /> <br />Section 2.03. General Administration. <br /> <br />(a) The Trust Company shall establish and maintain the Investment Policy specifically identifying the <br />Authorized Investments consistent with the Investment Act and the general policy and investment goals for <br />TexPool. <br /> <br />(b) The Trust Company shall establish and maintain the Operating Procedures, describing the management and <br />operation of TexPool and providing for procedures to be followed for the establishment of, deposits to, and <br />withdrawals from the Accounts and such other matters as are necessary to carry out the intent of this <br />Agreement. <br /> <br />(e) The Trust Company shall have the power to take any action necessary to carry out the purposes of this <br />Agreement, subject to applicable law and the terms of the Agreement. <br /> <br />Section 2.04. Ownership Interest. Each Participant shall own an undivided beneficial interest in the assets of <br />TexPool in an amount proportional to the total amount of such Participant's Accounts relative to the total amount <br />of all Participants' Accounts in TexPool, computed on a daily basis. <br /> <br />Section 2.05. Independent Audit. TexPool is subject to annual review by an independent auditor consistent <br />with the Investment Act. In addition. reviews of TexPool may be conducted by the State Auditor's Office and by <br />the Internal Auditor of the Comptroller's office. The Trust Company may obtain such legal, accounting, <br />financial or other professional services as it deems necessary or appropriate to assist TexPool in meeting its goals <br />and objectives. <br /> <br />Section 2.06. Liability. Any liability of the Comptroller, the Comptroller's office, the Trust Company, <br />representatives or agents of the Trust Company, any Comptroller employee, or any member of the Board for any <br />loss, damage or claim. including losses from investments and transfers, to the Participant shall be limited to the <br />full extent allowed by applicable laws. The Trust Company's responsibilities hereunder are limited to the <br />management and investment of T exPool and the providing of reports and information herein required. <br /> <br />Page 3 <br />