EFTA01282440.pdf

Deutsche Bank
Private Wealth Management
Limited Liability Company Account Authorization & Indemnity
Account Number_
The undersigned hereby represents and warrants that he or she is the managing member in a limited liability company known
Southern Arundel, LLC
as hereinafter called the "Limited Liability Company" or "LLC," and hereby
Mane ol Untiled larMtY ConiperWl
authorizes Deutsche Bank Securities Inc. I referred to herein as 7013SI") to open a securities account for the Limited Liability Company, to
be known as the Account.
3c
ray C 14/:14.4-C. lc (.4
eine
is/are hereby appointed agent(s) and attomey(s)-in-fact of the Limited Liability Company (each an "Agent"). Each Agent is
authorized to buy, sell (including short sales) and trade in stockS, bonds and any other securities, listed or unlisted. on margin.or
otherwise, in said account in accordance with ()BSI's terms and conditions and at the LLC's risk.
DBSI may conclusively assume that all actions taken and instructions given by each Agent have been properly taken or given
pursuant to authority vested in each Agent by all of the members in the LLC. DBSI is authorized to follow the instructions of said
Agent(s) in every respect concerning said account. and to make delivery of securities and payment of moneys to sad Agem(s) or
as said Agent(s) may order and direct and to send said Agent(s) all reports, confirmations and statements relating to said account.
Each Agent is hereby authorized to execute and deliver on behalf of the LLC a Customer Agreement, Stock Loan Agreement
and any other agreement(s) or document(s) DBSI may require, and to act for the LLC in every respect concerning said account
and to do all other things necessary or incidental to the conduct ,of said account.
This authorization and indemnity is in addition to. and in no way limits or restricts, any rights which DBSI may have under
any other agreement or agreements with the undersigned. or arty of them, now existing or hereafter entered into, and is binding
on the undersigned and their legal reprnsentatives, successors and assigns. This authorization and indomnity is also a continuing
one and shall remain in full force and effect and DBSI may continue to rely on this authorization until such time as it receives
written notice of its termination. No such termination shall affect any liability arising out of any transaction initiated prior to such
termination..
The LLC, and each of its members, agrees (I) to indemnify and hold DBSI harmless from all costs, expenses (Including
reasonable attorneys fees) and liability related to nr arising from disputes by or among ony of the mentbers with respect to
said account and (ii) to pay on demand any debit balance in said account.
Each of the undersigned agrees to advise 0851 in writing it he, she or any partner is, or becomes, an employee or
member of any securities exchange (or corporation of which any exchange owns a majority of the capital stock), the Financial
Industry Regulatory Aothnrity, any broker-dealer, or is, or becoroos, a senior officer of any bank, savings and loan institution.
insurance company, registered investment company, regisiered investment advisory firm or institution that purchases
securities, or is, or becomes, a member of the immediate family of such a person.
This authorization and indemnity shall inure to the benefit of 0851 and its successors in business, irrespective of nny change
or changes of any kind in the personnel thereof for any cause whatsoever.
The undersigned has read and agrees to the terms of the authorq and indemnity o
-7,91413
Signature of Managing ember Date
Jeffrey Epstein
Print Name
Deutsche Batik Securities inc., a subsidiary of Deutsche Bank AG. Conducts Investment baiting and securities activities In the United States.
1111
LL A
06PW1.16188 01.4 25C (05/111 LLCA
006413.051811
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OPERATING AGREEMENT
OF
SOUTHERN FINANCIAL, LLC
A U.S. Virgin Islands Limited Liability Company
THIS OPERATING AGREEMENT (this "Agreement`)' is made and entered into as of
February 26, 2013, by Southern Trust Company, inc. (hereinafter referred to as "Sole Member"),
with a business address is 6100 Red Hook Quarter; 133, St. Thomas, U.S. Virgin Islands 00802, and
which hereby forms Southern Financial, LLC, a U.S. Virgin Islands Limited Liability Company (the
"Company") pursuant to the U.S. Virgin Islands Uniform Limited Liability Company Act (the
"Act") upon the following terms and conditions:
SECTION I
ORGANIZATION & FORMATION
A. formation. The Company has been organized as a U.S. Virgin Islands Limited Liability
Company under and pursuant to the.U.S. Virgin Islands Limited Liability Company Act (the "AM")
by the filing of Articles of Organization ("Articles") with the Office of the Lieutenant Governor, on
February 25, 2013, as required by the Act
B. Name. The name of the Company shall be "Southern Financial, LLC". The Company
upon proper notice and filing with the Office of the. Lieutenant Governor of the U.S. Virgin Islands
may conduct its business under one or more assumed names.
C. Purposes. The purpose of the Company is to operate any lawful business or to effectuate
any purpose permitted by the law of the territory of the U.S. Virgin Islands. The Company shall
have all the powers necessary or convenient to affect any purpose for which it is formed, including
all powers granted by the Act.
D. Duration. The Company shall continue in existence perpetually, beginning on the date
of filing of the Articles, unless terminated by law or dissolved and terminated,
E. rce and The Registered Office and
Resident Agent of the Company for service of process within the territory shall be: Business Basics
VI, LLC, 9100 Port of Salo Mall, Suite 15, St. Thomas, U.S. Virgin Islands 00802. The Company's
principal place ofb usiness is 6100 Red Hook Quarter, 133, St. Thomas, U.S. Virgin Islands 00802 or
such other place or places as the Sole Member may hereafter determine.
SECTION It
CAPITAL, STRUCTURE: MEMBERSHIP UNITS AND
CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS
A. Capital Contribution by the Sole Member:Initial Issuance. The Sole Member's
ownership rights in the Company shall be reflected in "Membership Units", as recorded in the
Company's records. Upon the formation of the Company, the Sole Member shall make a capital
contribution to the capital of the Company in the amount of cash, or of the property-in-kind, or both,
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set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached
hereto. The Company shall thereupon issue to the Sole Member that number and class of Units so
subscribed and contributed for. The Sole Member. may make additional capital contributions at any
time and in any amount that it may desire.
B. Transfer of Membership _nits, The Sole Member may transfer any or all of its
Membership Units to any person or persons, at any time and from time to time. Subject to the
provisions of this Section, the Sole Member may assign its Membership Interest in the Company in
whole or is part. The assignment of a Membership Interest does not itself entitle the assignee to
participate in the management and affairs of the Company or to become a member. Such assignee
is only-entitled to receive, to the extent assigned, the distributions the assigning Sole Member would
otherwise be entitled to, and such assignee shall only become an assignee of a Membership Interest
and not a substituted member. An assignee of a membership interest shall be admitted as a
substitute member and shall be entitled to all the rights and powers of the assignor only if all the
members consent. If admitted, the substitute member, has to the extent assigned, all of the rights
and powers, and is subject to all of the restriction's and liabilities of the members.
C. No jqterest: No Return of Capital. Capital contributions to the Company shall not earn
interest, except as otherwise expressly provided for in this Agreement. Except as otherwise
provided in this Agreement, the Sole Member shall not be entitled to withdraw, or to receive a
return of, a capital contribution or any portion thereof.
SECTION III
CAPITAL. ACCOUNT
A. Capital AGgqu,4t• A capital account ("Capital Account") shall be maintained for the Sole
Member, and any additional member in accordance with the provision of this Article.
1. ImeasojnCapital Acco nt. The Capital Account of the members shall be
increased by:
(a) The fair market value of the members' initial capital contribution and any
additional capital contributions by the members to the Company. If any property,
other than cash, is contributed to or distributed by the Company, the adjustments to
Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2)(iv)(cl), (e),
(0 and (g) and Section l.704-1(bX4)(1) shall be made.
(h) The members' share of the increase in the tax basis of Company property, if
any, arising put of therecapturc of any tax credit.
(c) Allocations to the members of Profit.
(d) Company income or gain (including income and gain exempt from income
taxation) as provided under this Agreement, or otherwise by Regulation Sectiott
1.704-1(b)(2)(iv).
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(e) The amount of Company liabilities that are assumed by the members.
pecnascs
2. in Capital Account. The Capital Account of the members shall be
decreased by:
(a) The amount of money distributed to the members by the Company purshant
to any provision of this Agreement.
(b) The fair market value of property distributed to the members by the
Company (net of liabilities secured by such distributed property that such members
are considered to assume or take subject to under Code Section 752).
(c) Allocations to themei-fibers of Losses.
(d) Allocations to the members of deductions, expenses, Nonrecourse
Deductions and net losses allocated to it pursuant to this Agreement, and the
members' share of Company expenditures which arc neither deductible nor properly
chargeable to Capital Accounts under Code Section 705(a)(2)(8) or are treated as
such expenditures under Treasury Regulation Section 1.704-1(bX2)(iv)(i).
"Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation
Section 1.704-2.
(e) The amount of any liabilities of the members that are assumed by the
Company.
SECTION IV
ALLOCATIONS AND DISTRIBUTIONS.
A. Allocations. For purposes of maintaining the Sole Member's Capital Account, all of the
Company's net profits, net losses, expenses and other hems of income, gain, loss, and credit shall be
allocated to the Sole Member. All items of Company taxable income; gain, loss, deduction, and
credit recognized or allowable for Federal income tax puiposes shall be allocated and credited or
charged to the Sole. Member.
B. Thstributions. Net cash flow shall be distributed in the following priority,
1. First, to the Sole Member in repayment of any advance of funds to the Company
as a lender, to the extent of and in proportion to such advances, including interest thereon, if
any;
2. Additional distributions, if any will be made to the Sole Member, in such
amounts and at such times as determined by the Sole Member.
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C. Pisnibution upon liquidation-tithe Company.
1. At the termination, of the Company and after the Company has satisfied or
provided for the satisfaction of all the Company's debts and other obligations, the
Company's assets will be distributed in cash to the Sole Member and any dissociated
members whose interests have not been previously redeemed first, in discharge of their
respective capital interests; and then, in pmportion to the Membership Units.
2. If the Company lacks sufficient assets to make the distributions described in the
foregoing paragraph, the Company will make distributions in proportion to the amount of
the respective capital interest of the Sole Member and any dissociated members whose
interests have net been previously redeemed.
SECTION V
IWANAGEMENT OF BUSINESS
A. In Oenered. Tho Company shall be manager-managed. Jeffrey Epstein shall be the
initial manager of the Company. The manager shall manage the business and affairs of the
Company and shall have full and complete authority, power and discretion to do all things
necessary or convenient to manage, control and carry but the business, affairs and properties of
the Company, to make all decisions regarding those natters and to perform any and another acts
or activities customary or incident to the management: f the Company's business.
ofklestership (Ms. A Membership Unit is entitled to be voted only if it is
owned by a member and each such Membership Unit shall be entitled to one vote. Neither an
assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is
admitted as a member.
SECTION VI
Immoi nciatoN
EXCULPATION OF LIABILITY:
A. Excplpation of Pabiljty. Unless otherwise provided by law or expressly assumed, the.
Sole Member shall not he personally liable for the acts, debts or liabilities of the Company.
II. Indemnification,
I. Except as otherwise provided in this Section, the ,Company shalt indemnity the
manager of the Company and may indemnifY any employee or agent of the Company who
was or is a party or is threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, whether civil,. criminal, administrative, or investigative, and
whether formal or informal, other than an action by or in the right of the Company, by
reason of the fact that such perstm is or was a member, employee or agent of the Company
against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with the action,
suit or proceeding, if the person acted in good faith, with the cam an ordinarily prudent
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person in a like position would exercise under similar circumstances, and in a manner that
such person reasonably believed to be in the best interests of the Company and with respect
to a criminal action or proceeding, if such person had no reasonable cause to believe such
person's conduct was unlawful.
2. To the extent that any manager, member, employee or agent of the Coinpany has
been successful on the merits or otherwise in defense of an action, suit or proceeding or
in defense of any claim, issue or other matter in the action, suit or proceeding, such'
person shall be indemnified against actual and reasonable expenses, including attorneys'
fees, incurred by such person in connection with the action, suit or proceeding and any
action, suit or proceeding brought to enforce the mandatory indemnification provided
herein.
3. Any indemnification permitted under this Section, unless ordered by a. court,
shall be made by the Company only as authorized in the specific case upon a
determination that the indemnification is proper under the circumstances because the
person to be indemnified has met the applicable standard of conduct and upon an
evaluation of the reasonableness of expenses and amounts paid in settlement. This
determination and evaluation shall be made by a majority vote of the members who are
not parties or threatened to be made parties to the action, suit or proceeding (except in the
event that there arc no members other than the Sole Member, in which event the
determination and evaluation shall be made by the Sole Member, regardless of whether or
not Jeffrey Epstein is a party or threatened to he made a party to the. action, suit or
proceeding).
SECTION VII
LIQUIDATION
The Company shall be dissolved, and shall tenninete and wind up its affairs, upon the
determination of the Sole Member to do so.
SECTION VIII
MISCELLANEOUS PROVISIONS
A. Section Ileadinp,s. The Section headings and numbers contained in this Agreement have
been inserted only as a matter of convenience and for reference, and in no way shall be construed to
define, limiter describe the scope or intent.of any provision of this Agreement.
B. Severability. The invalidity or unenforceability of any particular provision of this
Agreement shall' not affect the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid ortutenforceable provisions were omitted.
C. amendment. This Agreement may be amended or revoked at any time, in wilting, with
the consent of the Sole Member. No change or modification to this Agreement shall be valid unless
in wilting and signed by the Sole Member.
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D. Eroding Eject. Subject to the provisions of this Agreement relating to transferability,
this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective
distributees, heirs, successors and assigns.
E. Governinsii...e. Regardless of the place where this Agreement may be executed by the
Sole Member, the rights and obligations of the Sole Member, and any claims and disputcs relating
thereto, shall be subject to and governed by, and construed and enforced in accords= with the
laws of.the Territory of the U.S. Virgin Islands.
IN WITNESS WHEREOF, the Sole Member makes and executes this Operating
Agreement on the day and year first written above.
WITNESSETH:
By: SOUTHERN TRUST COMPANY:7ga, Sole Member
By:
effrey E. Epstei itt
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Deirp .sr ki
ARTICLES OF ORGANIZATION
OP (k.jp1,. Nib :.
SOUTHERN-FINANCIAL,
•
L. the timiersigned natural person of the age of aightteo years or more, acting as .otgariiver of a
!MIR& liability company antler the. Uniform Limited Liability Company Act, Chapter 15, Title
13, Virgin islands Code ("Uniform Limited Liability Company Act'), .dei hereby adopt the
following Articles of Organization for st.tchlirniteci inability cornpanr
ARTICLE ONE
NAME, ADDRESS. AND PRINCIPAL OFFICE.
Name and Address
1. 11mila/tie and address of the limited liability cLanpany shall be &tattler° Financial, LLC Late
"Company"), 9:00 Port. f Sale Mall, Suite 13. St. Thomas, US. Virgin islands 00802. The
physical address.and mailing address Of the Company are the same.
Principal Office 119
0 1.3
2. The principal office and permanent .address Ark the transaction of businelp °Film rprny
shull be the address slated in Paragraph 1ei these Articles as the physital 'atidrepsh the
Company.
cn • :44 rii •
Resident Agent anti Office
7.3
1-1, ci
maSkiite
.3. The mailing address Of the Compel ty's.initiai designated office is 9100 Portd,ISaTe,
15, St. Thomat, US: Virgin Islands CXl802. , 4 rd. t )
The physical address of the Company's nItia. le:signaled office is 9100 Pen of. 'Sale Mall,
Suite 15, St. Thomas, US. Virgin Islands 00802..
The name of its initial residentagentatauch attkMiNs.is Busin6.5 Basics \MAC
The business address of the 'resident agent and the address of the. designated office are
identical,
ARTICLE TWO
PURPOSE
The purpose for which tare Company is oiganized to engage in.any and all lawful business for
which a limited liability company may be organized under the Uniform Limited Liability
Company Act and the other hews aim
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The foregoing paragraph shall be construed as enumerating both objects and purposes of this
Company, and it is hereby expressly provided that the foregoing numeration of specific
purposes shall not be held to limit or restrict in any manner the purposes of this Company
otherwise permitted by law.
ARTICLE THREE
DURATION AND CONTINUITY
The period of duration of this Company shall be perpetual. No member shall have the power to
dissolve the Company by his or het-independent act of any kind.
ARTICLE POUR
ORGANIZE!'
The name and address of the organizer of this Company is: :a ••11
33 O1 rl
13 " a O 74
Greg J. Ferguson Mailing Address: 9100 Pod of Sale kfall,rOuttarillq St.
Thomas, 13.S. Virgin Islands 00802 al :c m
o •
'.7.3 ref
Physical Address: 9100 Port of Sale MItIL:-AtiteglS? St.
Thomas, U.S. Virgin Islands 00802 2..
ARTICLE FIVE
M_ANAGEMasIT
the Company shall be Manager-managed. The initial manager of the Company shall be Jeffrey
Epstein. The physical and mailing address of the initial manager of the Company is 9100 Port of
Sale Mall, Suite 15, St. Thomas, OS. Virgin Islands 00802.
ARTICLE SIX
CA '!L
The Company shall begin business with capital in the amount of One Thousand United States
Dollars (US $1,000.00).
ARTICLE.SEVEN
LIMITATION OFLIABILITY
No manager of the Company shall be liable to the Company or its members for monetary
damages for an act or an omission in such manager's capacity as a member, except for liability
of a manager for (I) a breach of a manage duty of loyalty to the Company or its members, (ii)
an act or omission, not in good faith, that constitutes a. breach of duty of a manager to the
Company or an act or omission that involves intentional misconduct or a knowing violation of
the law, (Iii) a transaction from which a manager received an impmper benefit, whether or not
the benefit resulted from an action taken within the scope of the manager's position, or (iv) an
act or omission for which the liability of a manager is expressly provided for by an applicable
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statute. If the Uniform Limited Liability Company Act or other applicable law is amended to
authorize action further eliminating or limiting the liability of managers, then the liability of any
manager of the Company shall be eliminated or limited to the fullest extent permitted by the
Uniform Limited Liability Company Act or other applicable law, as so amended.
Any repeal or modification of the foregoing paragraph by the members shall not adversely
affect any right or protection of any manager existing at the time of such repeal or modification.
ARTICLE EIGHT
MEMBER LIAIIILITY
No member of the Company shall be liable for the debts and obligations of the Company under
Section 1303, Subaection(c) of the Uniform Limited Liability Company Act.
ARTICLE NINE
SEVERAMLITY
If any phrase, clause, sentence, paragraph, or provision of these Articles of Ofganization is held
to be void or illegal, then it shall not impair or affect the balance ofc‘heseArtides, and the
undersigned Organizer of the Company does hereby declare that he 1;voulFrhaliiisigned and
executed the balance of these Articles without such void or illegal provisions.v-3
:1' iN) 0d 1; 1
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rn
'11
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[signature page inflame)
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IN WITNESS WHEREOF, the undersigned person has hereunto set his hand as Organizer of the
Company this 25th day of February, 2013.
/frees J. Pergron
C)
IN THE TERRITORY OF THE UNrrED STATES VIRGIN ISLANDS
UNITED STATES OF AMERICA
)
BEFORE ME, the undersigned authority, on this 25th day of liebrual.y`; 2111.5, S•Finally
appeared Greg J. Ferguson, who, being by me first duly sworn, declared that heals lson
who signed the foregoing document as the Organizer of the Company and,:thattte statements
contained in these Articles of Organization are true. --;
to
Notary Public in and for the Tetfitory of the United
States Virgin Islands
My commission expires:
iliac A. ear
St. slonimi Si. Juba. 03Y1
My Comminion Experet 11Nciebui 11.1015
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FORM - RACA12
Redirninn'tr Istoa
OFFICE OF THE LIEUTENANT GOVERNOR O4,pr
DIVISION OF CORRORATIONS AND teSrA A
TRADEMARKS
. . . Cop.rilo
RESIDENT AGENT FORM
CONSENT OF AGENT FOR SERVICE OF PROCESS
VI. .r.c
the 131151r f as Basics
This veiling wilnessoth that 1, undersigned
SouthOrn Financial. I.LC
having been designated by
os teskfen1 agent of said company. open whoa .service of process- may be made in all soils
arising ogainsl said. company in the Courts.ol the jnlind Stales Vigil) lslonds, do hereby consent
to act as such agent and that service of process --nay be triode upon me in accordance wilh
Bite 13, Virgin Islandt Code.
25th
IN WITNESS WHEREOF, I have heteunlo. set my signolume this of
iebruary 2013
•--•
to..)
HIM
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9.106 Port of Sale Mall, Ste 15. St. 11 tontas. VI 00802'
NOTARY ACJLNDINIEDGEMENT
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GOVERNMOEFN T
THEV IRGIISNL ANODFST HEU NITESDTA TES
-o-
CHARLOTTE AMALIE, ST. THOMAS, VI 00802
OFFICOEF T HEL IEUTENGAONVT ERNOR
CERTIFICOAF-ETXEI STENCE
To Whom These Presents Shalt Come:
I, GREGORY R. FRANCIS, Lieutenant Governor of the Vkgin. Istands„.do hereby
certify:
That SOUTHERN FINANCIAL, LLC filed Articles of Organization with the Office
of the Lieutenant Governor on:Feint:1O:25i 2013 and the Company is duly-organized under
the laws of the United States Virgin Islands;
That the derail& oft his Limited Liability Company&p erpetual; .
That the.company has *paid all applicable fees to date; and
That Articles of Terthination have not been filed by the company.
In Witness Whereof, 1 have hereunto set my hand and
affix the seal .of the Government of the United States
Virgin Islands, at Charlotte Amalie, this 251h day of
June, A.D. 20.13.
•
Lieutenant Governor of the Virgin Islands
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NcHnolssoi
NIRO SlA IFS VIRGN IS ANDS
OFFICE OF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS
5049 Kongons Gade 1105 King Sfroel
Chorbile Amalie. Vet in Islands 00802 Chilstions loci. Virgin Islands 00820
Pho Phone -
tax Fox •
June 25, 2013
CERTIFICATION OF GOOD STANDING
This is to certify that the corporation known as SOUTHERN TRUST
COMPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Articles of
Incorporation office of the Lieutenant Governor on NOVEMBER 18, 2011 that
a Certificate of Incorporation was issued by the Lieutenant Governor on
DECEMBER 8, 2011 authorizing the said corporation to conduct business in the
Virgin Islands and the corporation is considered to be in good standing.
rec or, 'vision o Corporation
and Trademarks
Dligg
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q--cia-38.0cf
-1Z.V.7.%ZESAL.War. varg,=a&VattaltvitroL:. ttltiM'aidaaratrtz.Z1119%
Corp No. 583164
GOVEFINIVIEN T OF
THIE %NOM ISLANDS OF IN E UNITEID STATES
C1CPARLOTTE AMALlE, ST. TeleillAS, M 00802
CERTIFICATE OF EMSTENICE
Q
C° ill Zlo Mont inljeife Vretkittil 24111 Conte;
I, GREGORY R.F RANCIS, Lieutenant GoVemor of the Virgin Islands do berth}, certify that
by or theVirgin
I am, virlocultho laws Islands; tlieCuStedian.of the comoratt records and the proper
officer to execute this coinfit:ate.
funks certify that. the records of this office disclose that
SOUTHERN FINANCIAL; LLC
Limited Liability Company
was defy regiattitd to conduct business in the Territory on February 25, 2013 and has a legal
existence as a Liniitod Liability Company so far as the records of this office show.
.Witness my hand and the seal of the Government of the
Virgin blanch; of the United States, ad Charfotte Amalie, St..
Thomas, this 27th flay of February. 20
Lieutenant Governor of the Virgin alands
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NU,
01 tP c(-
TuleDEPARTMEN F THE TREASURY
a m-)INTERNAL TRE OVENUE SERVIC E
CINCINNATI OH 45999-0021
Date of this notice: 02-28-2013
ntification Number:
Form: SS-4
Number of this notice: CP 575 G
SOUTHERN FINANCIAL LLC
t SOUTHERN TRUST COMPANY INC SOLE M
9100 PORT OF SALE MALL STE 15 For assistance you may call us at:
ST THOMAS, VI 00802 1-800-829-4933
IF YOU WRITE, ATTACH THE
STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NLWIIER
Thank you for applying for an Employer Identification Number (EIN). we assigned you
BIN 66-0799192. This EIN will identify you, your business accounts, tax returns, and
documents, even if you have no employees. Please keep this notice in yout permanent
records.
When filing tax documents, payments, and related correspondence. it is very important
that you use your EIN and complete name and address exactly as shown above. Any variation
may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one EIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
A limited liability company (LLC) may file Form 8832, Entity Classification Election,
and elect to be classified as ar. association taxable as a corporation. If the LLC is
eligible to be treated as a corporation that meets certain tests and it will be electing S
corporation status, it must timely file Form 2553, Election by a Stall Business
Cbtporation. The LLC will be treated as a corporation as of the effective date of the S
corporation election and does not need to file Form 8832.
To obtain tax forms and publications, including those referenced in this notice,
visit our Web site at www.irs.gov. If you do not have accesa to the Internet, call
1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.
IMPORTANT REMINDERS:
• Keep a copy of this notice in your permanent records. This notice is issued only
one time and the IRS will not be able to generate a duplicate copy for you. You
may give a copy of this document to anyone asking for proof of your EIN.
• Use this EIN and your name exactly as they appear at the top of this'notice on all
your federal tax forms..
• Refer to this EIN on your tax-related correspondence and documents.
If you have questions about your RIM, you can call us at the phone number or write to
us at the address shown at the top of this notice. If you write, please tear off the stub
at the bottom of this notice and send it along with your letter. If you do not need to
write us, do not complete and return the stub.
Your name control associated with this EIN is SOOT. You will need to provide this
information, along with your BIN, if you tile your returns electronically.
Thank you for yOur cooperation.
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CONSENT OF
THE. BOARD OF DIRECTORS
OF
SOUTHERN TRUST COMPANY, INC.
The undersigned, being all of the Directors of Southern Trust Company, Inc., a US. Virgin Wands
Corporation ("the Corporation"), hereby certify that the following resolutions were unanimously adopted
and entered into by the Board of Directors on the 19* day of March 2013.
WITNESSETH:
WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S.
Virgin Islands;
WHEREAS, the Board of Directors as of the date of this Consent are as follows:
Jeffrey Epstein
Darren K Indyke
Richard ICahn
WHEREAS, the undersigned, being all of the directors of the Cotporation, consent to the taking of
the 'following actions in lint of a meeting of the Board of Directors in accordance' with the General
Corporation Law of the United Suites Virgin Islands: (the "GCL") and waive any notice to be given in
connection with the meeting pursuant to the GCL;
WHEREAS, Financial TrUst Conipsmy, Inc., a corporation organized and existing under the laws of
the United States Virgin Islands ("FTC"), is the sole shareholder of Jeepers, Inc., a corporation organized
and existing under the laws of the United States Virgin Islands ("Jeepers"), which has elected to be:taxed as
a qualified subchapter S subsidiary;
WHEREAS, the Board of Directors of FTC denthithed that it is in the best interests of the
Corporation and its sole shareholder, Jeffrey E Epstein ("Epstein"), to transfer and distal:Atte to Epstein all
of the issued and:outstanding shares of Jeepen, free and clear of all hens; claims and entumbrithees (the
"Jeepers Interest"), such that Epitein shall become the sole shareholder of Jcepers;
WHEREAS, Epstein is also the sole shareholder of Corporation;
WHEREAS, the Corporation is the sole member of Southern Financial, LLC, a United States
Virgin Islands limited liability company organiied on February 25, 2013 ("SF); and
. WHEREAS, the Board of Directors of FTC,* determined that it is in the best interests of FTC
and in sole shareholder to merge FTC into SF, upon the completion of Which merger SF Shall be the
surviving entity of said merger (the "Metre); . .
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WHEREAS; it is intended that the Merger be effectuated upon; in accordance with; and subject to;
the provisions of an Agreement and HUI of Merger in the form annexed as Exhibit "A" hereto, which has..
also been approired by the Woad of Directors. of FTC and its stile shareholder (the "Merger Agreement");
WHEREAS, in connection with t Mergerand, pursuant to: the provisions of the Merger
Agreement, Epstein is to surrender for cancellation ten thousand (10,000) shares of the Common Stock of
FTC, representing all of the issued and outstanding snares of FTC's Corrimon Stock antall of such issued
and outstanding, iharei held by Epstein, and in consideration of FTC's merger with and into SF, the wholly
owned subsidiary of the Corporation, and the transfer of all of I1TC's assets to SF by operation of law as st.
(1p,000)
result of such Merger, the Corporation is to issue an additional ten thousand shares of its Common
;41
Stock, par.yalue (the "Common Stock") to Epstein (the "Additional Shares"); .
WHEREAS, the Btrard.of Directors of the Corporation has determined that it is both advitable •
and in the best interests of the Corporation and of Epstein, as the sole shareholder oldie corporation, that
the Merger be consummated upon, in : accordance with; and subject to the provisions of the Merger
Agreement, and that in connection therewith, the Corporation issue the Additional Shares to Epstein;
NOW THEREFORE BE IT:
.
. .
RESOLVED, that After consumtnation by FTC of its iSSUance.MEpsteMof the Jeep= Interest,
the Merger, upon, in accordance with, and subject to, the terms and conditions of the Merger Agreetnant, be
and it is hereby authorized and approved.
RESOLVED, that it is intended That the Merger qualify as a tax-free reorpointion under section
368(a)(1)(A) of the Internal Revenue Code;
RESOLVED, that the form and provisions of the Merger Agreement, be and they hereby are
adopted and approved;
RESOLVED, in connection with thelviergernnd pursuant the Merger
to the ptoviiicn?S of
Agreement, the Corporation issue the Additional Shares to JE
RESOLVED; that, the President of the Corporation be, and he hereby is, authorized, empowered
anddirected, for, and behalf of the Corporation, to execute and deliver:the Mergei Agreement: and to
on
execute and Ede witli.the Officeof the Lieutenant GoVernor of the United States Virgin Islands Articles of
Merger in form and substancethat has been apptovethsby legal counsel to the Corporation as being
compliant with the requirements of the GCL and necessary or appropriate in order to effectuate Merger in
accordance with the provisions of the Merger Agreement, and
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authotizat
empowered and directed, for and on behalf of the Corporation; hi...execute and deliver all such agreernents,
documents and instruments; to pay all such coatc.feel, and expenses, and take all such othesaction as such
officer deems necessary or advisable in order to consummate the Merger in accordance with theprovisions
of the Merger Agreement
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This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the
Corporation.
IN
WITNESS WHEREOF, the undersigned has executed this Resolution as the directors of
Financial Trust Company, Inc., on this 19°' day of March, 2013.
Jeffrey E.
"IIIIIIIIIIIAII II •-. n• • t . n
Richard Kahn
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CONSENTOF
THE BOARD OF DIRECTORS
OF . -
,FINANCIAL INFOMATICS; INC.
The undersigned, being all. of the 'Directors of Financial Infornatics, Inc., 1.1.1.S. Virgin Islands
Corporation Cdie Corporation':), hereby certify that the following resolutions were unanimously adopted
'and entered into by the Baird' f Directors on.the irklay of November, 2011: •
WITNE8SETH:
:WHEREAS, the Corponition is a ‘corport1iun organized and existing under the kiwi of the U.S.
:Virgin Islands; and .. .. . . . . . . .
: WHEREAS, the COrporation.was Auk forme:el: in, the United Stites Virgin Islands on,.November.
18,2011; and : •.
WHEREAS, du: Board ofDirettorS as of the date of this Consent are as follows:
• • Jeffrey Epstein
Darren Ittthice
. 'Richard Kahn
. WHEREAS, the undersigned, being.all of the directors of Financial Infomatics,Inc., consent-to the
caking of the following actions in lieu Of a meeting of the-Board of. DirectbrX'in accordance with the
corpnrationliws of the United Stites Virgin ISlandi and vatic any notice to be•given in:connection with the
Meeting putsuantto the corporation laws of United States Virgin Islands; and . •
.
•
• • , 'WHEREAS; thii Corporationis Authorized; in If S ariides of iikorporation, to issue an aggregate, of
70,000 shares of stock of the par value of 5.01 per sham and
. . , .
WHEREAS, a depository shall be established for the funds :of d corporation.and than who are
authorized to, do so may withdraw them on behalf of the emporadomand
NOW .THEREFORE BE IT:
. . .
. RESOLVED; that all actions taken by the, incorporators bf the CotporatiOn during the period from
• November 18, 2011,through the date nEthis Consent; including, but not limited filing the certificate of
• Incorporation of the Corporation and adopting thelifitiaIBy,Laws of the Corporation, be, and each of the
;tune hereby is, in alIthspects, ranted, adoptethatid apprOved; and it is further •
RESOLVED, that the officers of the Corporation shall include a President, and may include one or
more Vice presidents, a Secretary and a Treasurer, andit is further
RESOLVED, that each of the following persoM is hereby appointed and elected to the office set
forth oppoiitc his name belowio serve as such in accordance with the precessions of the 'Hy-lavv,, of the
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Corporation until the next meetingPf directors of the.Corporation'immediately following the next annual .
meeting of the stockholders of the Corporation and until his successor shall have been duly elected and shall
have qualified.
Jeffrey Epstein, President
Darren Indyke, Vice President and Secretary •
Richard Kahn, Treasurer
And it is further
RESOLVED, that the offiCeis of the Corporation be, and each of them hcrcby is authorized,
empowered and directed. to produce all books of account, stock books .and other materials and supplies
necessary or appropriate in conneCtioriwith maintainingthe records and conducting the business of the
Corporation, and ft; pay all costs andexpenset and to make full reitnburseman for all expenditures made in
connection with the, organization of the Corporation; audit is further
RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value
of .01 (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be
filed with this Consent, be and the same hereby is, approved and:adorned, and the President, the Vice
President, the Secretary and/or any other. officers authorized by the By-laws of the Corporation be,. and
each of them hereby is, authorized td issue certificates in such loran for shares of fully. paid and non
assessable Common Stock when the -issuance 'thereof is duly authorized by the Board of Directorapf the
Corporation; and it is further
•
• RESOLVED; that the Corporation seee prthe subscription of Jeffrey E. Epstein for:10,000 shares
of Common Stock, upon the terms:mad:condition contained in the sulncription 'agreement, dated as of
November 18, 2011 of Jeffrey 'E. Epstein, a copy Of:Which shall be filed with the official'records of the
. Corporation; and it is further
RESOLVED, that The Vice President and the Treasurer of the Corporation be, and eacti.of them
.hereby is, authorized and directed to issue, ort behalf of the Corporation, to Jeffrey E. Epstein, a certifieste
•
for 10,000 shares of the Common Stock; and it is Eau
. . •
RESOLVED, that '4 of the 10,000 shares oft he Common Stock as authorized for issuance by the
. •
immediately preceding eesolution shall be in all respects; when issued. as aforesaid,.vandlyissued, billy paid
and non-assessable; and it is further . • • ,
RESOLVED, that:the seal, aninipreisidn of Which appears in the margin. of this. Consent, be, and.
the same.hereby ii adopted as the seal of the Corporatibo; and it is further
RE.SOLVED,. that:t he corporate; record boolciind.the stock ti-ansfer ledger thereof, be and each of.
hereby is, adopted as the record book and stock transfer ledger, respectively, of the. Corporation;
RESOLVED, that, with respect to the opening, maintaining and closing of baPk accounts of the •
•
Ccitporation, the President, any Vice President, the Tieasnrcuandthe.Secretarrof the Corporation; be; and
each of them hereby is, authorized as follows
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1. To designate one or more banks, trust companies or other. similar institutions as depositeties of
the funds, including, without limitation, cash and cash equivalents, of the Coq:ignition;
.
. . . .
2 To•open, keep and close general and-ipecid bank accounts, including general elegant accounts,
payroll•acconntiandwoikingliind aconints; vridtany sucli•depoSitorY; : .•:-
3. 1b cause to be deposited in such 'accounts s‘ith.any such depository, from rime to time Such
funds, including, without limitation, cash :and cash .equivalents, of. the Corporation, as such .
officers dean necessary or advisable, and to designate or change thidesignation of the officer or
officers and agents of the Corporation. hO will he authorized to make such deposits and to
endorse such checks, drafts or, other instruments. for such deposits;
4. From time to time to designate or change the designation .of the officer or officers and agent of :
agents of the Corporation. who. will be authorized to sign or countersign checks, drafts or other
ordeafor .the payments of Money issued in the name Of the Coipgrition against any hinds
deposited in such accounts; arid to revoke any suth•designation; •
. . .
5. To autborixe the use:of facsimile signatures for the signing pr tounfersigning of checks. drafts or
other orders for the payment of Money, and.to enter into such agar:mem as banks. and trust
companies customarily require as sconditign for perinitting the use of facsimile. signatures;. •
6. To make such general and special' rules and regulations With respect to such accounts as they
may deem necessary or advisable; and
• • . •
To
cornplete;atetute and/or certify any customary printed blink signature card forms in order
to conveniently exercise the authority-granted resolution and any resolutions theeeon.
shall be deemed arlopted•as part hereof; and it is further
RESOLVED, that the President orthe Secretary of the Corporadori bc; and such officer hereby
authorized to prepare and certify as the resolutions of the Board; of Directors, as if adopted vertiaim by this
Consent, any such additional resolutions as any such depository miy require in connection with the opening
of an accountwith such depository as authorized pursuant to the immediately preceding resolution; and that
any. such depository to which a copy of the immediately preceding resolution and Such additional
resolutions, if any; hive been certified shall be entitled to rely. thereon for all purposes until it shall have
received-written notice of the revocation or amendment of such resolutions by the Board. ofD irectors; and
it is further • •
RESOLVED, that the fiscal year of tilts Corporation shall begin the first day of January in each
year; and it is further • • • • • •
RESOLVED, that for the purpose of authorizing the Corporation to do business in •any state,
territory or dependency of the United' States or any foreign country in which it is necessary or expedient for
•the . Corporation :to transact. business, the officers of the Corporation be, and.'each of them hereby is,
of
authorised to appoint and substitute all necessary agents or attorneys for service process, to designate and
change the location of all necessary offices of the Corporation, whether statutory, or otherwise, and, under
thi seal of the Corporation, to make ancifde all necessary certificates, reports, powers of attorney and other
instruments as may berequired by-the laWs of stich. c.tte, leitiiori, dependency or country-to audiorize the
•. .
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Corporation to transact business therein; and it is further '
RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and
directed, on behalf of the Corporation, to do and perform all such further acts and things, to execute and
deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such
further certificates, contracts, agreements, documents, instruments, instruments of transfer, receipts or other
papers, and to pay all costs and expenses (but only to the extent that any such officer has signing authority
with respect to the bank accounts of the Corporation), including, without limitation, such taxes and
assessments, as in their judgment or in the judgment of any of them shall be necessary or appropriate to
catty out, comply with and effectuate the purposes and intent of the foregoing resolutions; and it is further
RESOLVED, that the Corporation proceed to carry on the business for which it was incorporated.
This consent shall be filed with the Minutes of the proceedings of the Board of Directors of the
Corporation.
IN WIINF-SS WHEREOF, the undersigned has executed this Resolution as the first directors of Financial
Infomatics, Inc., on this lir day of November, 2011.
Jeffrey Epstein, Director
Dario Indyke, Director
Richard Kahn, Director
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1
FINANCIAL INFOMATICS, INC.
SUBSCRIPTION FOR COMMON STOCK
The undersigned hereby subscribes for Ten Thousand (10,000) shares of the Common
Stock, 3.01 par value, of Financial Infomatics, Inc., a United States Virgin Islands corporation (the
"Corporation"), the Certificate of Incorporation of which was filed with the Office of the
Lieutenant Governor of the United States Virgin Islands on the 18t day of November, 2011, and
agrees to pay therefor and in full payment thereof, upon call of the Board of Directors of the
Corporation 4 e-n eeJrs r, • I 0 ) per share in cash or by check made payable to the
Corporation, at which time a certificate shall be issued to the undersigned for the number of shares
subscribed for.
Dated as of November 18, 2011
Jeffrey E. Epst
Subscriber for 10,
of Common Stock, 5.01 Par Value
Subscription Accepted
As of November 18, 2011
FINANCIAL INFOMATICS, INC.
A
8>1
4
Darren K. Indyke
Vice President
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E Current Classification: (click here for help) Internal
:F-;E:-LS& CIP failure rectification [I]
c..t.yrosa Jay Lipman to: Fran M Wickman 08/26/2013 12:04 PM
Sender Date Subject
Jay Lipman 08/26/201312:04 PM 4/, 4. GIP failure rectification III
Fran M Wickman 08/26/2013 12:08 PM Re: CIP failure red
Classification: For internal use only
Hi Fran,
Please could you let me know if this document is sufficient for what we need?
For Account:
For Source of Wealth:
Epstein began his financial career in 1976 as an options trader at Bear Steams and became a
panneri n 1980. In 1982, Epstein founded his own financial management firm, J. Epstein & Co.,
managing the assets of clients with more than a billion in net worth. In 1996, Epstein changed the
name of his firm to The Financial Trust Company and based it on the island of St. Thomas in the
US Virgin Islands. All of his clients were anonymous except for the very wealthy businessman
Leslie Wexner. His wealth has come from his days at Bear Steams and his financial management
firms
Kind Regards.
Jay Lipman
Jay Lipman
Analyst I Markets Coverage Group
Deutsche Sank Securities Inc
Deutsche Asset & Wealth Management
345 Park Avenue - 26th Floor
New York, NY 10154
Tel
Fax -
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