EFTA01283131.pdf

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Deutsche Bank iNzl—ig02:5 -.
Private Wealth Management
Corporate Account Authorization and Terms and Conditions
Officer's Certificate
Account Plumber:
rirtn. 7.17,01,/ iiati . the duly elected end actifig
of Southern TN* Cowpony, Inc (the torporatIon") hereby cerUty that:
.34 rt.
(t) The follower° resolubons were adapted by unanimous content of the Board of Orectons of the Corporation on the day
13 :
of ri/-C•
RESOLVED, that any weans designeted W tae Frie.si of the Corporation are auttaized on behalf of the Conoradon to'
4) Open and meant/en one or more brokerage ecOosett(s) tor and le the name of the Corporation at Deutsche Bank Secants Inc (relined
to henna as sDBS r (including any successor thereof);
(W Deposit, deliver. assign. withdraw and transfer funds, nemm eets and lacunae, of any type',
(C) Sell any Securities owned by the Corporation;
(0) Buy any flown*, in a ash account and
(El Buy, sell and set) vacuities {including put and all options) short in a margin account: and (DELETE (E) IF INAPPLICABLE)
di Execute all documents, end eserfOse end chest the exams, of all dudes, rights, and powers, and take all °coons necessary or
appropriate to perform the powers enumerated abOW.
FURTHER RESOLVED, Mai the PVe-S i of the Corporate° shall certify in venting any changes in the
Pewee's. office or identity of tho3e persons eutheinzaa to perform the powers enumerated above. DBSI may rely upon any such Certificate Of
authority rurniStied by the Corporation until written vindication of any change in authority shell have been received by DBSI. My past action en
accordance with thus resolution it hereby fatifrod and confirmed. The powers enumerated above pertain to securities of any hire now or hereafter
held by the Corporation in its own sight of in any fiduciary /Apathy. Power, previously certified by the Corporation shall not be effected by the
dispatch or receipt of any other form of notice nor any change in the position with the Corpotattn held by any person so empowered. Any
officer of the Corporation re hereby unhanded to certify these resolution to whin it may concern.
(2) Each of the following we atehonzed to perform the powers enumerated in die foregoing resolutions end by signing ter or his men, vi thus
section 2 agrees on Whin of the Corporabon to the Terms and Conditions attached hereto:
(UM name and carp:tate position)
Herne Position
Signature
Time Potreo') Name Position
Signature Signature
Deuterhe Bork Secwitios Inc, a auto:diary of Deubohe Berk AG, conducts Weinman* banking and niceties activities he the United Stain.
0913WW- 0188 Corp Aca *oh a ISCI02/12) CORP
006420-022212
SDNY_GIrl_00038-841
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EFTA01283131

(3) The Corporation is duly agent:Owl and existing under the lane of the Sams of 1114. Vilna isRlaitid has the powers to take the
actions authorized by the resolutions certified herein.
(4) No action hes been taken to rescind or amend said reschniona, and they are now in fun force and effect.
(6) No one other thsri the Capontka shall hems any Interest's, any account opened and maintained in the name of the Corporation.
IN THE TERMS AND CONDDIONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11.
37, tr , .10/3.
IN WITNESS WHEREOF, I have hereunto affixed my hendand the seal o1 the Corporation this 4 day of
J2-aw 34/
Signior. of Certifying Officer
‘'IN\ c V • t —J4, (Ike.
Name of Certifying Officer
• Ai' ≤ < r^ ire cia.Uni
Canaria Thu of Certifying Officer
..... • •
Meese note: A second certifying officer must agn dare fora certifying officer is one of the persons listed in section 2.
&posture of Second Certifying Officer
Name of Second Cemtietng Officer
Corporate Title of Second Certifying Officer
IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES. THE CLIENT MUST COMPLETE ANT/ RETURN A FORM W-8 ALONS WITH
THIS OFFICER'S CERTIFICATE.
09-PWM.0186 Corp Acid AL', di TIC tO2)12I CCaP
oosuotinzi2
SDNY_GM_00038842
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EFTA01283132

ARTICLSOF INCORPORATION. CM 'Oil
OF
FINANCIAL INFOMATICS, INC. -----------
We, the undersigned, for the purposes of. associating to estahliali corporation for the transaction of the
business and the promotion and conduct of the objects and iturpoies• hereinafter oared, tint fhe provisions •
and subject to the requite/nem of the. lava of the Virgin Sands of the United States (hereinafter called the
"Virgin Islamb"). and partieulatly the Clem:rat Corporation law of the Virgin Island( (Chapter 1,11de 13, Virgin
Islam's Cork), as the same may h rnerulcd.fmtn nine to time, do (hake and file ihtsc Anicksuf Incorporation
in writing and tiu ccrtifr
PATIO 41.
'The name of the Cokporation(hereinafter referred to as the "Corpotatic i") ix Financial Infotnatica,
ABT•10,1311
The principal office of dm Corporation in the Virgin Islands h lot:gain 910011twensight, Ton of Saki Suite
15.16, tit. Thomas, IA.. Virgin Islands. 0080Z and the 41aMa of the resident agent of the Corporation' is
Kellethals Ferguson LIP, whose mailing address is 0100 Ilatrensight, Poit of Sale, Suite 1546.St. Thomas, US.
Virgin .1alands 0Q892, and wherse. physical •arlduess D0:Hasensight, Fort of Sale, Suite 13-16, St. Thomas, U.S.
Virgin Islands.
AunclAuii
Without !Milting in any mender slip scope and geneotlity of the allowable functions of the Corporation, it e:
hereby provided that the Corporation shall have the following ptupose4, objects and powers:.
fit i.
(1) lb engage in any lawful business in the United States Virgin.hilatuk
—c;r
(2) *To enter hue and carry out any contacts (Hegel in relation to tits Curetting business with any person, lion,
association, corporation, or government or goveunovnal agency. . - •
. •
(3)
To conduct its hinnies% in the Units*, States Virgin Wanda and in have offices within.rhe States
Virgin Islands.
(4) To borrow or•otise twiny to any rilhoUnCp0rmitted by law by 'the sale or issnaineett.ohl%atiuns of ady kind,
to guarantee leans. other types of indebtedness and financing obligations, and to secure the foregoing by
nuntgages•or other how upon nay and a0 Of the properly ofevety kinder the Corporation.
(5) 1u do all. and everytiiing.necemary, suitable -an0 proper for the accomplialitnent of any of the purposes of
the attainment. of any of the. objects or .die exorcise of of the Owen herein set forth, either alone or in
coancoion with other fimis, •individinds, 4*ocianOtts o» corporations rti the Virgin Islands end elsewhere in the
United States and foreign countries, and to do any other acts or thing incidental or appurtenant to or growing
our of or connected with the said Initineas, purposes, objects and puivits of any- put thereof tun inconsistent
with the laws of the Virgin Islands, and to exercise any and nil powers now or hereafter conflated by law on
business corporations whether expressly enumerated herein or not.
lire purpose!, objects and powers specified in this. Ankle shall not he limited or reattictral by reference to the
retina olany other subdivision pr of any other ankle of these Ankles of Incorporation.
•
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n
MMCIX
The roil number of :hart" oral) classes of stock that the Cotporation is authorised tu is*usr.is Ten Thousand.
(10,000) shinta of common snick m1 1/1p at value: nu preferted Stock minimized.
•
111e minimum minion of capitstwith which the Qmpotation'w111.commence business 'is tNi.e Thousand Dollata
.01,000).
ARTICLE V.
of
'ate names mid places residence of each of thePerstan Corning the Corporation Ate as follows:
RESLDUNCIZ
linka A.. Kelledials DUMP sic Careellay, St. Thomas, V.I. 00802
Gregory.). Ferguson 314.4 Feted:mg, St. Thomas, V:I. 001302
Brett .Gesty 2-115 Sb palili dc Rosendahl, In.'flromar., V.I. 00802
anta W
The Cotporktinn is to have petpental nistettee.
muslian .
For the management ofI liebusinas and fot the conduct of the affairs of tine Corporation, and in (unhcr
citation, definition, limintt.i otrond tegulation orthe 'powers orthe Corporation sintl. of its din:mots a.y41 •
stockholders, ii is Costlier provided;
,..:
(t) The number of directors of tote Corporation shall be fixed by, or in the rilanntptottOrtiniille
by-la*a, but in np case shall the number In; fewer tin three (3). The sliteitdis nad i).4t, he
trockholcIctn
.
(2) to. furtherance- and not in limitation of the powers conferred by thelsws of th4:13'fiqyn %_ Islands,
and suhject at ail times to the provisions thereof, the Beary.l.ofpireetors u espies,* itrithorboAl
and empowered:
To mak; adopt and amend the by-laws of dut (kuporgoion,..subjact to the powen, of the
anialuiltlets to alter, repeal or modify the bylaws adopted.hy the Boned of Pirectors.
(b) To authorke and'sine obligations ;of the CImpotatioti,seetited and unscented, to include
therein such prostious as to Ndoemability, convertibility or otherwise, et the linami of
1)itectots in its sole discretion May determine, on4..to nutiiorize the mortgaging. or
pledging of, and to authorise nud sowi ni he *maned .111Otergtts and Reds upon any
properly of the Cruporation, tail or personal, inehicling after acquired proinny.
(c) To determine whether any and, if any, what pan of the net proarn of the CotpoMtinn or
of its net assets.' n fqxtens of its capital shall he declined in dividends and paid ió the
stockholders, and to direct and cletetinine the use and dispoSition thereof.
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To set- apart a reserve or reserves, and to abolish such resent Of or to make
such othor provisions, if.any, as. she:Board or Din-trots may deem. 'mammy or advisable
for working. capital, for additions, improvemous and betterments to plant and
equipment, for expansum of die husinessof tho Corporation (including the acquisition of
real and personal pmperty for this purpose) and fur any other purpose of the
Corpocition.
(4 To establish bonus, profit-sharing, pension, thrift and other types. of incentive,
minimisation or retirement plans tot the officers and employees finaiding•officets and
employees who ate also direttor4 of the Corporation, and to fix the amount of profits to
be diSotihdted or shared at eOlltrilioteti and the amounts of the Coqxuation's fonds or
otherivisc to he devoted thereto, and to determine the persons to potheippic in any faith
plans and the amounts of their respective patticiparipos.
• (Q To issue or grant options (or the purchase of. shares of stock of dm Corporation In
officers and employees (including officers and employees who ate also directors) of the
Corporation and on. such terms sod conditions us the Board of 'Decocts may from time
to time determine
(i,) To enter into contracts for the mattagenwrit of thebusiness of the Corporation for retina
not acceding fiVe(S) years.
(h) To eaercise all the powen of the Corporation, except such ai art conferred by law, or by
rlicie Ankles of incorpotatiun or by the hy4aws of the Corporation upon the
stockholders. •
0 to issue such classes of stock ad.sake within any class of stock with such value and
voting powers andwitli such designations; preferences sled restive, pstticipoi ng, optional
or other special rights, and mialifiMtions, limitations or restrictions 0,014;i is stated in
the resolution or raolutions providitty, for the hone of such stock aillaptecilsy :the Board
bf Directors and duly filed with the office of. the Lt. Governor of the Virgbit !Stands in
accordance with Sections 91 and 97, Chapter 1), Virgin Islands Click, as the, nine may he
amended from time to rime.
ar
tr.
ArrICLE VU
14n stockholder shall. sell, convey, assign or otherwise moister any of hie or. tics. &woo of stock without first
offering the. same to the Commotion at the lowest price at which the stockholder is willing to dispose. of the
some; and the. Corporation shall have thirty (3.0) days within which•to acceptsainci the. Corporation shall notify
the stockholder °fits election in writing. lf *armed by the Corporation. the stockholder shall ptoroptly assign
the alma of stock to the Corptionion, and nit Cominntion shill promptly pony therefor. If the Corporation
rejects the Offer, then the stockholder, shall Offer the stock to tberemaining stockholders wider the same 11211115
offered to the :Comoration; and the remaining stockholders Awn have thirty :(S0) days within which to
As
collectively or individually accept the name in writing. IC the teinaining stockholders reject .the offer, thou the
stockholder shall the tight-to sell the stock at the Sortie or-agreatet pticc than that at whkli it was offered ni
the Corporation. If die stockholder shall desire maell.the stock at a lessortiriee than that originally quoted-to
the Corporation, the stockholder trust then repeat the prOass proffering thcstock for sale to /he Commotion
and the itockhulden. in turn. Shires of Steelyin this Coqsntation silttll Mg be tmosiet ttca of soil until the sale of
transfer has been repotted to thilBoard of Directorsmid approved hythent.
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No stockholder shall pledge a4 amiateral fin indebtedness any shares of stock without first °braining the written
consent of a majority of the disinterested otemberi of the Board of Directors at the Corpormion.
'ARTICLE IX.
At all elections of Ono:0.k each .stockholder shall he entitled to as marry votes ns.shall opalthe nnn%cr of
votes (ha (except for such pnwision as to ramitnatirevnting) the stockholdet.woold be entitled to ens; hit the
election or ainvors with re/par to his or her sbaNs of stock uroltiplkid by the number of: directors to be
elected. The-stocklioldet may east all ?oho for a single :director or disttibuw them ainong any two or more of
ihemss.he.or the may see fit. At lean ten. (10) dayi notice Slid be.given, however the shareholders arc entitle to
waive notice of the meeting as provided by law. Furthermore, the meeting-and vote. of sniekholdeni may be
dispensed with, if all of the 04'mM-tub-lets who wouldhavebeen entitled to vote upon the action french meeting
were held, shall influent in writing to such unpotatestefinn being taken.
ARTICLE X
Subject to the provisions of.Section 71, Virgin islandsCtide, the Corporation mny miter into contracts
or ntberwise transact hininets with one or more of:i ta direetths Or. orfisetS, or 'with firm ot association of
which one or mote of its directOrt or officers arc metlibers or employees, -or with any other cOrpentlion or
association- of which. one of Moretti its diieetOnt or-officers ate ittociltholdeo, directors. officers, or employees,
and no such coritmet or mouraction /doll be .invalidated or in any way iffecttxt by the fact that such director or
directors or officer or officers have or May have interests, therein that arc or might lie-adverse to the interests of
the Corporation even though the vote of the director or directors having such adverse' nterest Is necessity to
obligate. the .Corponnionon 'such -contract or tnnitatetion,provided that in any such ease the factor such interest
shall be disclosed or known to the directors or stockholders acting on or irk mien:nee to such, contract of
transtairm. No direetorok directors or offieelorofficent having such disclosed or known advertg&interrat.shall
he liable, to the Corporation or to any stockholder. or creditor thereof or to any other pcntofefor any loss
inctinuck by it under or by reason of any Rich contracr•ortransaation, nor shall nny truth dirle)or tiditatots or
officer or offices lee ationitirabk for anygains or profits.realized thereon. the proviiinata.Y.if this:Article/hall
not i.e coast:nod to invalidate or in any way .affect any contract or tpinatietion that wotridelitlieeise*e- yarn)
under
;. .
ATI1C4,33 XZ
(a) The •Corpoffition shall indemnify ally person who was &lantana), ot is threatened to be node a party
to any. threatened,. pending, or tornpkted action, suite, or_ proceeding, whether civil, criminal,
administrative, or investigative (other than an hetion hy or in .rlut right of the Corporation) by reason of
the firer that he of she ilk of was tt director, officer, employee.. or agent olthe Corporation, or is or watt
saving at the request of Oa Corttomtion as a director, officer, employee, or agent of another
corporation, pattoership,.Mintventure, trust, Or other onto-prim against espenses (ine/tiding attorneyss
fees), judgments, linos and AMOINIII paid itractdement mettle* and rensomibly incorrea by him or bet
in connection with such ;tenor; suit, or proceeding if;
(1) hp:or the acted
(A) in good faith and.
Qv -in a manner reasonably helievetito he in or nut opposed tithe
hest itscresta of the CiarporatiOn; and,
(2) with rotpect Many eriininta action or proceeding, hoot she had no
ma stumble cause to believe his or her mandoct was unlawfuL
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dUc termination of any action, alit; or link:ceding- by judgment order, settlement, GUIPACtiON ur
upon- a plea of nolo contendire or its equivalent, shall not, of itself, crease a presumption that the
person dill not adi in good kith Anil in a manlier which he or the trireme* believed to be in or nor
opposal to the best illfettithl of the Corporation and, with respect to any ctimihal action or
proceeding, had reasonable cause to believe that his conddct was unlawful.
'Ilea Corporation ihall indemnify any person. who was or is a party or is threatened to be made a perry
tualltY tbreAroond..1Kttding..or completed action. of suit by or in the right of officer, employee, or
agent of the Comontoon, or is or was servingrot the request of the venture. trust, or other. totrApritic
•agtinst expeoset (including attorney% fees) serially and remand* incurred by him or her in
comuktion with the clefense•orstttlemcnt of such sittion.tx quit if he or she acted: •
(I) in good, faith; and
(2) in a manner he maim reasonably believed to be in or not opposed ro the
hair interests of the Corporation.
Ilmvetter, no indemnification shall be made in respect of all claim, issue; ot. Motet as to which such
person.shalt have beenadjudged to be liable Mr negligence of misconductinthe performance of hii or
lief duty to the Cmporailon untatKand only lathe extent that the court in which such actionor suit ix
brought shall &ramble upon appliance) that, despite. the adjudication of liability but in vicur of all the
•
circumstances of the case; such person is fairly And •reaitunably entitled to indannity for such. expenses
which the court ahnitrieem proper.
•
To. the extent than r(itectocoficer, employee, dr agent of the Corparationinut been successful on the
Meriti ni othawkre in defense of any action, suit,. or pr0ceeditwi referred to in subparagnipho (a) mut
(b), or. in defense of any elaim, issue, or minter Actin, he or she shall he indemnified 1442a expenra
(aChlialtiftffIffItyle ices) sootily and rmsonalily incurred by him or halt conneeriito theecnviih.
".±
(d) Any indemnification under. subparagraphs (a) and (b) (unless maimed by 'a court) shill kieTinsde by the
Corporation orgy ag ittithorir.ed in the specific case upon * rictermtnition thin at she.bact Met the
lippk.abk standard of conduct set forth in xubparagtoplis (a) and :(b). Such (Ictop*atfin ihall lx
male: .• :
• a-%
(I) by the bawd of direcniis lry a majority vote. Of a (Forum consisting of cfirtettns who were nor
parties mouth aainp, suit, of pfticeedingtor
(2) if such. a quorum Is not obtainable, or even if obtainable a quorum. of dialoteresed directors so
directs:by independent. legal counsel' n a written opinion; or
(3) by the stockholdesS.
(4: Experjaat incurred in defi-ating a criminal action, soircot peotecdireg maybe paid by the
Corporation in'ativanes of the final disposition of stick action, suit, or proceeing as. authorized by the
board of directors in the *scenic case upon•recapt ofa n•midertakingby or no behalf of thc director,
officer, employee, or agent totem sralt amounts wilas it Shall ultimately be, determined that he or
she is entitled to be incitonnified by the Corpnation as authorized in this article.
(i) The indemnification provided by this Ardek 1h/rd.not be deemed exclusive or any intuit tights to Which
those seeking Indemnification may be entitled Cinder any bylaw, agreement, vote of stockholders or
diahstereated directmv, or otherWisc, both as to itetiOn in his or her official capacity aortas to Fiction hi
another capacity-while holding ouch office, :Md. shall continue as to a pinion who has eased. to he a
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&wenn; officer, employee; or agent and shill incite to the benefit; of the heirs, executors, and
a dmittistratont of such person.
GO The Cotponnion shall have power to-purchase and nuininin insurance on behalf of any person who is
or was * director, officer, cmpltiyee, or agent of 'the 'amputation, OF is or was serving at the request of
the. Corporation at a• director, officer, employee, or agent of another corpOration, pannership, joint
venture,..uust. or other enterprise against any liability suterted against him os het midincurred by him
Or her in *fay such capacity, orarising out ofh is or ha status as suckwhether or not the Corporation
:would have the power to indemnify him or her against. such liability tinder the. pnwiaions or this
Article.
ARTICLE Xff
The Corporation reserve the tight to amend, "ha or repeal- any of the provisions of thew Ankh:3 of
Incorporation and to add or insert, other pmvisions aothritiaed by the laws of the Virgin Wanda in 'the manner
and at the time prokribed bysaid laws, and all tights at any rime conferred upon the Bond of 1)inxtors and the
stoaholdent by Iliac Articles of Incorporation are granted subject- to time proyisjous of thin Article.
•
isignature page lolkiws)
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or
lt4 1,WINFS8 WRIM180F, are hereunto subscribed Our naMes this fhb clay November, 2011.
CAW
incorporator
limn Gary. Incorporator
motr rovt :Timm sTivras vixen& lamD s )
OF THR
Dimes
OF St Iliotsf A'S AND ST. JOCIN
The ruieguilig iwatiment Was acknowledges! heron: nu: this 12th day of November. 2011, by Cu * 4.
Gtogoty J. Fritgwion, and Brett Geary.
L
GINA MARE- YAN •
NOTARY PUB1
COMMISSION EgPIRT$000/2013
ST. -1140MANST JOHN. USW
I•2S
••77.: •
. .
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SDNY_GM_00038849
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G401380-
im %no SIAM %MGM ig..4.t4DS
OFFICEOF THE LIEUTENANT GOVERNOR
DIVISION OF CORPORATIONS AND TRADEMARKS
5049 Koopens Gpde 1105 King Sfroet
Cholotle Arndt. *gin stand 000302 Cheelianueo: vkgin islands 00820
Phone - 340.77611515 ' Phone - 3103/3.6449
lox -.340.776.4612 Fcri. 340.773.0330
June 25, 20t3
coop
CERTIFICATION OF 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 goad, standing.
entse Johonnes I
Director, Division of Corporation
and Trademarks
Ogg g
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Con, N.r) 581871
GOVERNMENT OF
THE t/IRGIN :SIAN» OF THE UNITED STATUS
-- 0 ---
(' CHARLOTTE AMALIE, THOIMAS, W 00802
I. the tgligi signed. Lilf.IIFENAKI CIOVIftiNOIL DO here»
,i,••••;
FINANCIAL INFOL/MATICS,
Business Corporation
el. ilk: V tg.•le Iskatik tiled le No‘cinbei• IN, 21)11 as.providedfoi It) jaW,
Ihrhiphintion, duly i,elhigiviieitcy.\1..
I
WIWRI:.FORE the persobsindated i;• suid .1i lieges; and wIt6liaVe Njgbes1 IheNghwt taxi
ardtilereby d&trtied:in li - list» tile tiusjifei ecijioraiiiin, by the name
ane tor the purposes set firrill in suit! AI-lick., ‘giitli orsuceessinn as .ificteiti
Tlitialts. this Rib cia;• beeenthei, 2011
. .
)(WV R. RAN( Ili
: icier:he thi• Virg!,
SDNY_GM_00038851
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glunzORPARTMOnt OF Titti Tr-WM
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es .4' 'IP YOU *SIvITaE , temps Tun
crib Ay Dane TOTS noTICE.•
WE ssexowso YOU AN CKPLOUnt Io&4TIPICATiON. NOXOSR
Thank you for applying for en Employer Identification Slumber (SIN). we Assigned you
X111'66-0779061. This eltiwiI1 identify,yoU, yOurbusinelis accounts, tax raturnp,'and
documents, even if you have no employees. Plasma keep this notice in yrair permanent
records.
When filing tax documente, payments, androlated correspondence, it is very important 1
that you use your BIN and complete name and addreaS exactly as shone. above, any variation
may cause a delay in processing, result in inoorrect information in your account, or even
cause you to, be assigned mare than one sm. ff the information is not correct minnow»
above, please make the Correction using the attached tear uff stub and nature it to us.
I
Based on the information-received.fromyou.or your-representative, you must file I •
the'folicadmg form(d) by the dete(e) shown.
Form 94188 Of/31/2012
Perm 1120 031;912012
If you have quitetidtul abaft the form(a) or flip thecilatefs, shown. *Wean tall us at
the phone number or-srlte to us et tIVa add:test shown at the top of this notice. If St .
need help lit deterainin9 your annual acnoUnting period (tax- year). tee P4blication 53R,
Accounting ?exit:Ids and Methods.
•
Ne 290k9Sed you a tax 010SairiOstion heand do Information obtained from you or.yoqr
representative. It is not a legal determination of your:tax olansifieetion, audio not
binding un the PM It you want a legal diterednation of'your tax classification, you say
request a private letter ruling from the /R9 vadat the, guidelines in Revenue Procedure
2004-1, 2001J1.I.k.A. 1 (Or superseding ROOTS), Procedure for the year at Issue). scts: I
Certain tar plasnifieati<xtedeetiono can ce.requasted by filing Pore 8032, Welty
Cloasification Election. Soo form 8872 and ire instruotinns for additimmil information.
INPORTAli INFORMATION pop p OORPORAT10n2iECTInSr
2f.you intend to elect to, file your tetuzli as a smell business Corporation, an
election to tile a Form 1120-S Ouse be seder within certain than-amiss and the
corporation must meet Certain tests. All Of t$ie information ie bmcIddsd in the
instructions tar Rona 2553, Elective by a Samill. Ovalness toryaration.
SONv_Givi_00038852
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EFTA01283142

Nittassgt-
GOVERNMENT OF
THE VIRGIN ISLANDS OF THE UNITED STATES
-o-
CHARLOTTE AMALIE, ST. THOMAS, VI 0)0802
---:
To Whom These Presents Shall Come
1
I, the Undasigned, LIEUTENANT GOVERNOR, do hereby certify that
FINANCIAL INFOMATICt INC„
4
a Virgin blends corporation, Medial the Office dike Lieutenant Governor. on
September 21:20I Z as pnwidatfor by law, Catif iattc of Amendment Atticies of
Ineorporation, (hay acknowledged; changing itssame to
$OUTHEEtNIBMIOAFANSSA
WHEREFORE the said Amendment :is hereby declared to have been duly worded in
this office on the aformaid and to be in MI force and effect from that date.
Witness my hand and the seal of the
Government of the UMW States Virgin
Islands, at Charlotte Amalie, (his 314 day 'of
October, AD.. 2012.
xaedr:.v-1
Y R. FRANCIS
Lieutenant Qtnemor of the Virgin Islands
SON Y_GM_00038853
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• %cue%
inE UnnEO STA1a Vettoehiiiais
OFFICE OF THE LIEUTENANT GOVERNOR
DiViMOtt OF CORPORATIONS AND TRADEMARKS
SOO Kongens Code • 1105 King Vice'
010Kloll e Amtl1e• %NI!) Islands.Q0802 Clinsilansted, Virgin Islands 00e20
Phone • 340.776.8515 Phone • 34013 6449
Fax ge:O76.461 2 Fox 3V,77.3.03.10
June 25,2013
coothSTANDiNG
CERTIKATJON OF
This is to certify that the corporation known as SOUTHERN TRUST
COMPANY, INC. FORMERLY: FINANCIAL PNFOMATICS, 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 corpprotiOn to :conduct business in the
Virgin Islands and the.c orporation is considered fo be in good standing-.
•
enise ioharines
Director, Division of Corporation
and Trademarks
aligg
SONY_GM_00038854
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0001678
EFTA_00149463
EFTA01283144

CONSENT' OF
THE BOARD OP DIRECTORS
OF
SOUTHERN TRUST COMPANY, INC..
The undasiped, being all of the Directors offStaithereTiuSt Company, Int., a US. Virgin Islands
Corporation ('the Corporado9"), heathy certify that the following resolutions: were unanimously adopted
and entered into by the Board of Directors on the 196 day of March 2013.
WHEREAS, the Corporation is tthrparitiOn organized arid. Under the laWS of the U.S.'
in islands '.
WHEREAS, the Board of Directors as of the date of &Sr-anent arc as follows:
. Jeffrey Epstein
Dana K Indyke
Richard Maher
• • . . •
WHEREAS,the undersigned, being all of the directors of the Corporation, consent.to the wiing of
the following action in Lea of a meeting, of the Boastof Directors. in accordanee with the. General. .
Corporation ;;MV of the United States Viigin isisnde (the "Gal' and waive any notice to be givin
connection with the'reting-pursuant to the GC14:
WHEREAS, Financial Trost CoMpeny, Inc., acorporation manned and existing under the laws of
the United States Virgin Islands' (anC); is the stile shareholder 'of jecpersflik., Corprintiod organized. •
and existing under the laws of the United States Virgin Islands (Jeepers"), which has elected to be taxed as
. • ; ••
• WHEREAS,: the Binid of :Directors °Uric, detennineel that it it in the best. inter ts • of the :
dogiorition and Its sole thiireholattjeffteyt. Nittein rEpat:0), to tiansfesitOd.disitalante to Epstein all •
of the issued and outstanding shares of Jeepers, free and clear of all hens; claims and encumbrances (the
thei**itikoiact o)eTe, r •
leepas [tunny), rich that Epstaisi shall become
.
WHEREAS; Epstein a alsc;thc sole shareholder OfCotporatic4. • •
wfigats, the Corporation is the sole member of Southern Finandial, 114 a- Visited Stases
Virgin Islandsliinited hay Company organized On Febtony 25; 2013 CSF7);.:•and • •
. •
' WHERRAS;die Board of Directors of FTC his determined that it is in the Wit interests of FTC
and its sole thaiehader to merge Fit into SP; •upon die completion of with saciget SP *a he, the
surviving entity of said maga (the. "Merger".);
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WHESiatj.it is intended that the' erger be effectuated .upixii in accordance with, and Subject to,
the'prOvision of an Agreement and Plan of Merger in the form annexed as Exhibit "A" hereto, which has
also been approved.by the Board of Directors of FTC and its sole shareholder' ehe lather iyeetnent, •
WHEREAS, in connection with the Merger and pursuant to the 'provisions of the Merger
Agreement, Epstein is to =render for cancelkdon ten thousand (10,000) stares of the 'Common Siodi of
FTC, representing ap of the issued and outstanding sharaoffit's Con:mein Stock and all of such issued
and. Outstanding shares held by.E.psteicii.aid in consideration-of Pres merger with and into SF; the Wholly
a •
owned subsidiary ofthe Corpesido3 nod the transfejinf of FTC's *sets. to' P by operation of law as a
result di such:M erger, the CorPoratdin is tissue arfainOdat tesitheinaitcr (10;006) shares of its Common
Stock, 101 pat value (the"Comnon Stock") to Epstein (the "Additional Shares');. .
WHEREAS, the Board of Directors of the corporation has determined Marie is both advisable
and in the bat interests of the Corporation and of Epstein, as the sole shareholder of the Corporation, that
the Metger be consummated upon, in accordance with, Ind subject to die provisioos of the Mager
Agreement, and that in connection therewith, the Corporation issue the Additional Shares to Epstein; •
NOW 'THEREFORE BE IT:
, , .
RESOLVED, that, after contamination by Pit of itrilniance to Epstein of the Japer's Interest,
the Merger, upon, intaccotdance with, and subject to, the terms and conditions of the Maga Agreement, be
and it is hereby autbarized and:approved.
. • :•
•,. . , . . • .
RESOLVED, that it is intended that the Magee qualify as a tax-fitetairgatiization nee station
368(s)(1)(A) of the Internal Revenue Code;
RESOLVED, this the .forrn and provisions of Magee Agreement? be and they hereby are
adopted and approved; • • • •
. : • RESOLVED,
in connection with the Nags pet:n*4On of die Mager .
Agreement thec 'orporation issue the Additional:Mara:to JE • •
• •
RESOLVED, that, the President of the GatporatiM:be. andllOcrebYja, alati21;iiired. empowered
• and,direered, forand. on behalf of the Corporation, to execute and delves the Merger Agreement, and to
execute and Ede with"dhe Office of the Lieutenant Gorinor of the United Specs Virgin Islands Articles of
Merger in form and substance that has been approved by legal counsel to the Corporation as being
compliant with the requirements of the GCL and, necessary or appropriate in Order to effectuate Mager in
accordance with the provisions of thiMeiger Agreement.; and • . . • •• •
RESOLVED, that the officers ofthe Corporation bc, and each of theirs hereby is;a uthorized,
empowered and directed, for and ontheitalf of the Commerical, to execute and deliver all such:agreements,
documenta and instru.ments, W par all such'c osts, fees and expenses; and take all such other action as such •
officer deansnecesary or advisable hi order :to consurkinate the Martin accordance With the provisions
orthe Mager Agreement.
SONv_Gm_000388.56
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EFTA01283146

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 1,th day of March, 2013.
Jeffrey B.
Aug,. kCitQL.
Dairen K. ludyke
Richard Kahn
SDNY_GA4_00038857
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CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0001681
EFTA_00149466
EFTA01283147

ti FINANCIAL minfirmAtics,
.;
The undersigned, being all of • t . h c Directors of Financial. Infor . m atics, Inc., a t.: S Virgin islands,
Corpora
.
tion ("the' Corporation"), hirebrg. ertify that the followink reiohi tions were .anammousfy adopted.
and e.n tered into by the Board of Directors on the 18' day of Notierplici' 201( ' •
W1TNESSETII :
ti
WHEREAS, the Corporation is a corporation organized and existing under the laws of the U.S.
Ifilgin•Illands; and
• WHEREAS, the..COrporation was duly formed in the [inked States Virgin Islands on November
. 18:2011catkrii.
• ,wHgREks; the.1oard of Directors as.of the date of this Consent are as follows:
•
• Jeffrey Epstein
4.0
Darren Ihdyke •
Richardtahn
WHEREAS, the undersigned, being all of the director's of Financial Infoinaties, Inc., consent to the
salting of the follawing actions in lieu of a meeting 'of the Board of Directors in accordance with rhe
corporation laws of the United States Virgin Islands and waive any notice to be given in connection with the
meeting pursuant to the corporation laws of United States Virgin Islands; and
07.1 . 4 4REr, this corporation is auth0rized,:inlic-a4r4r, kr of incorpoeation, to Isslic an aggregate of
la,000lhira ors
Oa of the par value of t 01 per share, and
WHEREAS, a depository shall be established for the funds of the corporation who are
authorized to-do so may withdraw them on behalf of thecorpoiation; and
NOW THEREFORE BE IT:
1
RESOLVO, that all actions taken bye the incorporators of the Corporation during the period free::
November IR, Sili;thcough the date of din Consent, including, but not [united to, filing the Cc-nil:cite of
Ineorporation:0(thleiCorptritiOn and adopting the initialBylaws of the Corporation, be, and cacti of the
same hereby4,1).in ee£petts; es,ttfied, adOpted and approyeit 04,4 is further
Rasot-#130, tifiviIk officers ofiheCorporation:siiallinclude a President, and may include ode or
more ViceViccpFesid6lts,.a Secretstiy and a Treastirer,just it in further
RF..S9EVFD, that' ach,of:the: following persons is hereby appointed and elected to the office set
fortlitdpircaite his name below to serve as such in.actOcclance with the provi tuns oh the By Lev. or
SDNY_GM_00038850
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r.
. . . . .. .
• ":•CorPoration until the.n ext meeting of directors orthe;Corporation immediately following the:next annual
•• 'meetingOf thc.stoCkholders of the Corporation and until his successor shall have been duly elected and shall
. have qualified:- ' . •
Jeffrey Epstein, President
Darren lndyke, Vice President and Secretary
Richard Kahn, Treasurer
And it is.forther
RESOLVED, ihat the officers of the Corporation be; and each o( them hereby is authorized",
empowered and, directed to produce all books of account, stock books and Other materials and supplies
- necessary or appropriate in connection with Maintaining die records and conducting the btisitiess of ihe
ComOratioti, and tb paY40 c0stsand expenses and to makeluareirithursement for all'expetaditUres made in
connection with, the organization of the.COrporitiOn; and it is:Airdiet
• . .
RESOLVED .that the specimen of stock certificate to evidence Shares of the Corr:Mien Stook:par value
of .01 (the "Common Stock"), of the Corporation'in th,e-forip stibirsticed to the undeisigneci, which is to be
filed with this Consent,: be and the, same licrehy .i s, approved and adopted,. and the President,. the Vice
President, ;ihe,Seeretary.and/or.ariy -other °Mani authorizediby :the .By-lows: of the:Corporation:be, and:
of
each them, hereby is, authorized to issue certificates in such forrn: for sharti"of hilly paid and non:
assessable Common Stock:when the:issuance thereof is duly authoriZed by the EtiOarel of Directors of the.
Corporation; and it is further
, -
RESOLVED, that the CorP0ration aceept the .t:Uhatritition:qtJeffreY Epstein.frir 10,000 charts
• of Common Stock, upon the terms and cohditthas contained in the subscriptioh.agreetrienedated as of
November IS, 2-bi 1 of Jeffrey E Epstein; a copy of .W hicti.ihall.be filed 'with the official Of the c.
. Corporation; and ik is huther.
RESOLVED, that the Vice President and the Treasurer of the Corporation he, and each of them
hereby is, authorized and directed.to issbe, on behalf of the Cosporatiom.to Jeffrey E. Ftptein, a certificate
for 10,00ashares:of the Common Stock; and:it is further
:1 RESOLVED, that all of the i0,00.0 shares of the Common Stock as authorized for issuance by rho - •
irnmddiately preceding resolution. shill be in ali:iesPeerswhen issued as aforesaid; validly issued; fully paid"
non-isicisable;.aridn is further
• . •
• RESOLVED;that the a an impression of which appears in the rnrUgiri Consent, he, and
the same hereby is adopted 4s the seal of the,Corporaticin; and it is flitther
RESOLVED, that the corporate record book:int:1 tbe:stork transfer ledger thereof, be and each of
the same hereby is, adopted as the record book and Stack itaniftt. ledger,. respectively, of the CorponitiOn;
. ' •
RESOLVED; that, With respect to the opening maintaining and dosing of bank :accourits,.of the
Corporation, the President; any:Viee:Pre.sident; the Treasnier and the Secretary of the Corporatidn, be, and •
• each of them hereby is, authorized as .follows::
SDNY_GM_00038859
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15.
1. To designate one or mote hal1140.tbst companies Or other,similar•instionioris.as.kii:Pipailmiesti
the funds: including, stithott.limitation, cash and cisheq4alehts, of the Ccirt•; e•i nfilah•.
.
" • •
2 -To open, keep and dose general and special banleaccolants, including general deposit accoiirdi: •
payroltaccounts and working fund accounts`, Widi any such depository;
• • . • .• .
To. Caine to be deposited in such accounts with:.anylatach.rtepository;iraMiirrie ,rime•such
fiandi,lincludiog; without limitarion,cishland Cash, equivalents;of4the, Corporation:as such
officers deemnetessary or ichoSable, and to designate or i hange the geetenatisn of'the ciffitei Or- •
Orficiii and agents of the Corporation who will >he aielietfied to‘trake. slieft.'deposits,aed to
endorst such checks, drafts or other instruments foraZieh deposits; • • •
• From time to time to designate.or change thedesignationotikiofficet officers and agent or
iJ agents of the Corporation who will be authorized to sign orskninteraign checks, drafts or other.
Ordera.loi the payments of money issued in the 'name of the Corporation against any funds
deposited ty such accounts,, arid to revoke any such:designation; • •
. • .
.
5: Tijaugyitipse the use oTfac.iimilc signatoree::foethuiOng or councelOgairkii?fehOkis4iair$:",
.other orders for• the payment- of trioneyi, and to:enter ineo such 4gret.1110.110.
• •
compinie • s custom .• a • r ily require ai4:conditiott for perrnitting the rise of facsimile sigria •-• ttite • s: Sri
• • . .• 1.- •
6. To make:such general and spcciall-ules and regulations with:respect to such account. as they
may deem necessary or advisable; and
•
To complete, execute and/or certify any customary printed blank rignature card; lOrrnaltl: order
to conveniently exercise the atiiiionty grairtieck.by.i.ibis restilutiPri; and any reagiatinns:".dieretM
Shall be deemed adopted as part hereof; antler is-fuither. •
•
RESOLVED, that the President or the Seezet*ey of die C0rpotation be, and such officer hereby is, '
authorized to prepare and eee$6, as the resolutions of the Bnard ofD ikefora, as if adripted verbatim by:this
Consent, any suclgacidgionakteiotufions as any-such depository HUY:retinar-ein connection with the opaning
,of an account, with sach.depoaktoo• as authorized pursuant to the iinmediately,preccetirig resolution, and that
any sia48:depesit&THAO.iathich a copy of -die Unniediecely preceding, tcsoluuon arid 'such additional
.teselutions;iif)ithyi.have been certified shall be entitled to rely thereon for all purposes until it shan't:rave
teceWed7mfitterf . n tiiice of the revocation o•r.'a mendment o f su • c h resolution) by the B • . o ard o f Threc • tUrS; a • n . d
it is further , • • . : •
•
RESOLVED, that the fiscal year of this Corporation- shall begin the first day of January in each
. •
year; and itii'ftirther
• .
RESOLVED, that for the purposed autheriaing the Corporation 'to do business an 'any state,
or:depenilenty:0Cthe United:States or anyforitign country in which it is netesaarytu expedient:for
terriletry.
the'CorPoratiori:td..tninsact husineaS,::the officers ciftthe and each of' thein herebY•is.,.-
audtorite'd' to appoint and substitute attneccs.saty agent or attorneys for service of process, to ck*gnate.ind
change the location of Al necessaryoffices of the Corpotauon, whether statutory or otherwfscatarc under
thc scat of the Corporation, tornake and file all necesstry cerpfleatesx reports, poWers'of attortterWid other
instruments' as may be requiredbit:laws of such state,. territory, dependency or country to ,2 ultiOtiie the
SDNY_GM_00038860
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EFTA01283150

Corporation to transact business therein; and it is further
RESOLVED, that the officers of the Corporatiorr be, and each of them hereby is, authorized aid
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
carry 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 Hoard of Directors of the
Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Resolution as the first directors of Financial
'Mammies, Inc., on this ISi° day of November, 2011.
Jeffrey Epstein, Director
Dania lndykc, Director
141
Richard Kahn, Director
SDNY_GM_00038861
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EFTA01283151

• •
FINANCIAL INKIMATICS,I NC.
SUBSCRIPTION FOR,COMMON STOCK
The undersigned hereby subscribes for Ten Thousand (10,000 shares of the Common
Stuck, S.0l par value, of 'Financial Infomaties, Inc., a United Starts Virgin Islands corporation (die
"Corporation'), the Certificate of Incorporation of which was filed with the Office of the
Lieutenant Governor of the United States Virgin Islands on the 18* day of November, MI, and
agrees to pity therefor and in full payment thereof, upon call of the Board of Directors of the
Corporation -14.e. eat-uts 0.n.• 10 pa 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 a F.pst
Subscriber for 18-
of Common Stock, 8.01 Par Value
Subscription Accepted
As of November 18, 2011
FINANCIAL INFONATICS, INC.
yI r
By7 0LAAa kai
DarrenK . Indyke
Vice President
• SDNY_Ghl_00038862
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EFTA_0014947 I
EFTA01283152

ID Current Classification: (dick here for help) Internal
ra .
CIP failure rectification
Jay Lipman to: Fran M Wickman 08126/201312:04 PM
Sender Date Subject
a Jay Lipman 08/26/201312:04 PM 6 ..,‘ CIP failure rectification II)
'Jr Fran M Wickman 08/26/201312:08 PM Re: CIP failure
Classification: For Internal use only
Hi Fran,
Please could you let me know if this document is sufficient for what we need?
For Account:
N40-023804
N4G-023812
For Source of Wealth:
Epstein began his financial career in 1976 as an options trader at Bear Stearns and became a
partneri 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
Anatyst t Markets Coverage Group
Deutsche Bank Securities Inc
Deutsche Asset & Wealth Management
345 Park Avenue • 215M Floor •
New York. NY 10154
Tel (212)4544039
Fax (648) 251-3131
SDNY_GM_00038863
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CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0001687
EFTA_001 49472
EFTA01283153