EFTA Document EFTA01445112

DeutscheBank Private Wealth Managennent I ^3HC^ 02:5406Corporate Account Authorization and Terms and Gonditions Officer's Certificate Account Number: , the duly elected and acting of Southern Trust Company, Inc (the "Corporation") hereby certify that: (1) The following resolutions were adopted by unanimous consent of the Board of Directors of the Coiporation on the of <3 RESOLVED, that any persons designated by the frg.^ ) r^u^ of the Coiporation are authorized on behalf of the Coiporation to: (A) Open and maintain one or more brokerage account(s) for and in the name of the Coiporation at Deutsche Bank Securities Inc. (refen-ed to hierein as "DBSI") (including any successor thereot); (B) Deposit, deliver, assign, withdraw and transfer funds, inslniments and securities of any type(C) Sell any securities ovvned bythe Corporation; (D) Buy any securities in a cash account: and (El Buy. sell and sell securities (including put and call optnns) short iri a margin account; and (DELETE (E) IF INAPPLICABLE) <F) Execute all documents, and exerdse and direct the exercise of all duties, rights, and powers, and take all actions necessary or appropriate to perform the powers enumerated above. FURTHER RESOLVED, that the of the Corporation shall certify In writing any changes In the powers, office or identity of those persons authorized to perform the powers enumerated above. DBSI may rely upon any such certificate of authority furtiished by the Coiporation untH written certification of any change In authority shall have been received by DBSI. Any past action in accordance with this resolution is hereby ratified and confirmed. The powers enumerated above pertain to securities of any type now or hereafter held by the Corporation in its own right or In any fiduciary capacity. Powers previously certified by the Corporation shall not be affected by the dispatch or receipt of any other form of notice nor any change in tiie position w'rth the Corporation held by any person so empowered. Any officer of the Corporatk>n is hereby authorized to certify these resolutions to whom it may concern. (2) Each of the following are authorized to perform the powers enumerated in the foregoing resolutk>ns and by signing his or her name in this section 2 agrees on behalf of the Corporation to the Terms and Conditions attached hereto: (Ust name and corporate position) Name Signature Position EFTA01445112 day <_y ,9_I -aL Name Position Name Position Signature Signature Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. I 09-PWM-0186 Corp Aoct Auth & T&C (02/12) CORP 006420-022212 EFTA01445113 (3) The Corporatiori is duly organized and existing under the laws of the State of (t>\^<3.S. (^irglH-U- iltw^d has the powers to take the actions authorized by the resolutions certified herein. (4) Islo action has been takien to rescind or amend said resolutions, and they are now in full force and effect. (5) No one other than the Corporation shall have any interest in any account opened and rnaintained in the name of the Corporation. (6) THE TERMS AND CONDmONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WITNESS vyHEREOF, I have hereunto affixed my hand and the seal of the Corporation this SEAL'. 1 Signature of Certifying Officer Name of Certifying Officer Corporate Titte of Certifying Officer day of Please nota: A second certifying officer nriust sign rf the first certifying officer Is one of the persons listed In section 2. Signature of Second Certifying Officer Name of Second Certifying Officer Corporate Title of Second Certrfying Officer IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES, THE CtlENT MUST COMPLETE AND RETURN A FORM W-8 ALONS WrPH THIS OFFICER'S CERTIFICATE. 09-PWM-0186 Coip Acct Auth &T&C (02/12) CORP 006420-022212 EFTA01445114 ARTICLES OF INCORPORATION OP FINANCIAL INFOMATiCS, INC. We, the ntidci'sigrtcd, for ihc purposes of aasQciiiting to establish 0 coi- potfilion for the tran sac; tion the Inisinoss and tlic pioniotion imd conduct of the objeets find jjijipo.ses hcreinaftei' stated, under 1:h<j piov.isbns and subject to the t'cquifciiiciits' of the. laws of the Virgin liiJaiKis of the United States (liercinaftei- t.:allc(:1 the "Vii'{>in Islniuls"), and. parficulat'ly the ('Jciicral CorjioMtjciii. I/tiw of the Vifgiii Isiaiicls (Clhaptcr 1, Title 1.3, Vii'giu Islands Gode),. as the same may be aniended frotti liino to tiine, dp liiake aild liile these Arlicles of Iticorpoca!ion in writing and do ceriJIy; ARTICLE I The name of the (T-ovporation (hereinafter refeired to as l:h.e."Coi!- poi;atiGn.") is Fiiiiiniiial Infbtnaticsi, Inc.. The ptiucipal office of the C—.GrpoJ.'ation ii) the Virgin Islands is beatcid at 9100 ilnvensighf, Port of Sitic, Suite 15-16, St Thomas, U.S. . Vitgin Islands, (10802. and the itaim of tht; rcsiticnt agent of the Coi:puKvtiOn'.is Kcllerhijls Ferguson LLP, •^vho.sc niailing address is 9.100 1-lavensight, Port of i?ale, Suite 154(5, St. Thomas, U.S. Virgin,Lslands 00802, and whose physical address 9100: Mavaisight, Port of Sale,. Suite 15-16, Sr. Thomas, U.S. Viigin Island-s. ARTICLE li i Wii:170)u( iiniiiing in any m.lnn<;r .tht; scope and gciiecality of the allowable functions of the (>)LpoRttion, it is hc):eby proviitled that the Corporation shall bjavc the Iwllowing ptjrposes, olijects and powers: V-., (1) IV) engage in aiiy lawful Inisiness ifi fhe UnifcclS'tates Vii'^^^^^ 6 . 1 . I II I (2) To enter inl.6 and cany out any icontriictu for .or" in relation to the foregi;iing'business with si fiy person, firm, asisociafiijn. eorporatitjii, or gtjycrntnentor govermner (3) 'to c()ncluGt its -.business in the United States; Virgin talanda tmd tri have offices within.-the Uiittcd States Vii'gih Islands. (4) To borrow or'taise nioiicy to any aihount.pcttiiitted by law by the sale oi'issuancc-oF.obligatitons of any kiiid, to guai'fllvtee loans, (>thcr types of indebtedness and financing qbli{fations, an.d to .secure the foregoing by mortgages or other liens upon any and all of the property of eyery Itind of.the Corpoi'atiioii. (5) To do all and everything necessaiy, suitable atid proper ;fpr the acGomplishrncnt. of aiiy of the purposiis of EFTA01445115 the attairtincot i>f any of the. objects or fh.c exercise of any of the powers hcreiti set forth, either alone or in connection Syitli other firms, individuals, assotaations oi corporations in the Virgin ,T.sland,<! and elsewhere in the United States and foreign Gouni.i:ies, and to do any other acts oi; things incidentiil t)r appurleiiant to or gtow.ing put. of pi: connected' with the said biisinessi purposes, objects and powers of nny part: f hereof not inennsistimt with the laws of die Virgin Islands, and to exereise any and all pciwers ,no\v or hcxrea ftcr conferred by law on business eorporationti whether expressly entit"nerated herein or not, Tiu; purposes, objects ami powers specified iji tliis. Article shall not. bt limited qr rc.stricted i>y refercncc to the 1;un:n.s. of aiiy other subdivision <)t of aiiy other article of tlicsc vNrticics of Incarporation. I :f: r-\ \C;;,(., I EFTA01445116 ARTICL13JV • 'llie total number of .shares ofall clas.ses of stock that the Corporation is autliorised 1;o issue is Ten Thousand. (1 OiP00): shares of cominr"n stock afS"01 par value; no preferred strjck antlu)ii'/ed, 'ilie niinitrium amount of capitrtl witli which the Corporaliiou'will commerice business is' piic Thousand Bollats ,(11,000), " ARTICLE V The names and places of reaidcnce of each of the persons fonning the Coirporation arc asi follows: NAME BESiEEMeE ISrilca A. Kelleriials Gregory J. Ferguson BrcttiJ"ary 2E-;19 Fstate Cai.-cl: Bay, St. Thonias, V.i. 001102 31 -B Peterborg, St. 'Iliomas, V.:1. 006'02 .2-11B Sti Jxisejlh ^ Roseiidahl" ^ The Coi'pOfiiHon is: to have pecpetual cxi.stcncc. ARTICLE VH For the manageinent of the: business aiid for the eonduct of the affiiirif oif the Cprponition, anc! in firribci: creation, definition, limimtion.and i;(;gul atiiin of .tlic powers oflhe Corpofation and.of its diiiectors a 0 ' stocicholderfi. il. is trirtlier provided; If^ (1) - The number bf dii;eci:ors of the Corjioriition shall be fixed by, oi: in liie iiiann(ij?;'profided;iiv;l:he by-.lawR, but iti tip case shall: the nutftber be fewer than three (3). 'Tlic .diveetpi-s n&ii] iyot be sroekhtilders -"fl - (2) In. furtlieraiiGe and not in Umitation ofthe p0wers conferred by the lasys of thcVirgin. Islands, and subject at all times to the provisions thereof, the BOat-d of Diircctorii is expressly aiadiorized and enipowcted; (a) ,(b) Ttvinakc, adopt and amend the by-laws of die C"orporaiion„ subjeet to the jioweiSi of die st<;ickliolder.s to altet, fepeal or modify the by-laws adopted, by die Board of Directors. Tb authorize aiid issu e obligations ,:of the Corpowti<.)i'iv:secui-cd and im'secured, to include therein such provisions as to redecmability, GOnvertiiiility. or othcrwi.se, EFTA01445117 as tl'ie Board of Directors in Us sole discretion iiiay determine, and to .authorize the mortgaging or jslcdging of, and to imthorize an(l citUse Ui be executed morfg.'ige.s aiid lieifs upon any ]iro,pci:ty of the .Goclioratioii^ real or personal, including^ nftcf accjuircd properfy. (c)' i'o dcicrniinc wherJjer any and, if tiny, wliat pai,')' of the nef profits of die eorpociuion or of itii net (iBsets, in .QXCCKH of its ciipital shall be declared in dividends and paid 1:6 (he stockhpldcrs, and to. direct and deterinine. the use ttnd disp.osil'ion thereof. EFTA01445118 (d) '3'p ..set ap9i;i ii J.'e'.>.'cr,ve or rcseh'tf."!, and' to abolish sucli rcieft'c or rcsctVcn, or to make such other provisions, ifiaiiy, afi: the Board of Directors may deem necessary or advisable for working, capitalj i'or additioiw, improveiiienis and lietteriiieiVts to plant and equipment, fcir expansion' of die business-of the Cotporation (including the acquisition of real aild personal propurty for this purpose) and For aiiy other pniprj.se. of (be Corporation. (e) To" establish bonus, prpfu-sbairiiig, pen.sion, thrift and other types, of ii.iccniive, compensatipii or retiieraent plans for the officers and einployees (including officers and eniployees who are also diicclovs) of the Corporation, and to fix- the aniount i)f profits to lie disiribiited or shared ,or coniributctl and the .amounts of the Corporation's fiiiids or othenvise to be dcvciled riicreto, and to dcreniiihe (lie persons to partitipaiein any such phins and :lhG amounts o.f theii respective partictpaiipiis. (f) I'o issue or grant options for the purchase of. shates of stock of the Oirporation to officers and t;niployees (ineUidiiig: officers and employees who arc also directors) of the Cotporfttioo ftiid on. such terms aiid concliltons us llie Boiii:d of Direetors may from tin\e to time deterniine, (g) (11) (i) To enter into contracts for the managemerit of the bviijiness pf the Corporation Rir tctms not exceeding five (5) years. To exercise all the powers of the Cotpofation, exccjii: such as are conferred by law, or by tlicse Aiticks of Incorporation or by the liy laws of the Corporation upon the stockholders. • To issue such classes of stock aiid. series withiti any class of stock with .such value and vcitiiig jiowei's and with such designations; prcfei-eiices and rerativc, partieipBBng, optional or .other special: rights, and qualifiiiationSj limitations or res trie tioiis. tlicijeof'iTs is stated in EFTA01445119 the resolution or respluiioiis providing fbi: the issue of sueh stock adtsjMedi.^ the Board of Direotors and duly filed with the office of Hie Lit. Governor of the Virgin Islaikls in accordance wifit Sections 91 and 97j Chapter 13; Virgin Islands Code, its the siimc iiiay bt; amended from time to time. ARTICLE VII I C'.i er. No stocidvolder shall sfell, convey, assign or otherwise (nuisfci any of his or. Uer shares of sitock \yifhour firsit offering die same to the Coiporation at the loweiit price at which the stockholder is Svilling tirj dispose of the same; and the Corporation shail have ihittry (30) days witiiin which; to accept same; the Cprppration shall notify the stockholder ofits election in writing. If accepted by the Corporatiiiii, the istpckholder slijill proinpdy assign the :shares of stoelc to rife Corppration, and flie C^icupPiaLioiri ahiill proniptly pay thcrefcir. I f the Cor(jgi'ation rejects the offer, then the stockhoUlcr; shall pffeV tlic stock to the r^niiining stockholders iitidt;.r the same ternis as offered to the CoiporaUpii; aiid die rciiiairiiiig stpckiiolders .€iaii have thiity (30) day.s within wliich to collectively or individually aceept tlic siaiYie hi Avritiiig. Ifthe reiiiaining: stocidiol.ders rejixt the offer, thcii the stockholder shall have, the right to sell the stock at flic sanie or a greater price than that at whith i t was offered to' the Corporation, If the srdcicliojdcr shall desire to sell, the stock at a lesser price than that originally tjuoied to die Cpipprauonj the stockholder must theu repeal the prpcess of offering thC'stock for sale to the Goi poradon and the slocldiplders in nirn. Shares of stbelc iii this Corporation shall .not be transferred or sold .iuil'il die sale or fransfer has been reported to the Board of Direetors and approved by them. EFTA01445120 No stockliolder shnl) pledge as collateral for indoinedhcss any shares tif ntpck without first: ol:),ta.itiing the writ ten consent of a iTiajority of the disinicrci?i:cd members of the Board of Directors tif the Gorporation. ARTI01;,EIX At all elections of directors„ each stockliolder shall he cnuded to as. many votefj as .shall equal die niimbcf of voces that (except for such .provision as to euniiilatiye vPlin/j^ the stoekhplder.WcSH^^ be entifled to cast ftir the eleedon of directors: widi respect to his. or ;hei: shares of stock niultiplied by fhe niimber of; direciors to lie elected. The stoGkliolder may cast all ivotes for a single direictor or distribute' (hein ainong any t\vo or more of tliera as he or she may see fit. y.\t Icatjt ten (10) days iiPtice slia;ll be given, however the sharciiplciei.s are eniitle to waive nntiee of lhe; meeting as provided by law- Fni-thcmiiorei the meeting iand vole of stockholders may he dispensed, with, i f all tif the stockholdeis who iivpuld have been entitled :to IV^pte iipoii the action if such meeting were held, shall cbnsent in writing to such eorpoiate action being taken. ARTICLE X Subjeci to the provisions of.Seclion 71, 'Fitle 13, Virgin Islimds Cpdc, the CorppraUPn.may enter into conti'act.s pr othenvise transact: biisiness with one or more of its direptors Pt offi,ccj:s, or with any firm pr association of which one. or more of its directPrs; pr pffiecrB ai'C nienibeis or eftiployees, or with any .other cpiporatioii. or assQciaiion of which, one or inore; of its dircctpr.s oi: officers are .stockholders, idiiectors, pfficers,: or employees, aiid: no such contact or transaction shall be.invali.clated pr in any way affected by the. fact that .such directoi: or directors pr officer or o.fficers have or inay :iiave inteiests- dietein that are or might be adverse to the .intciGsts of the Corporalipn cvep thb.ugh the vote of flie dii.'cci:oi:. oi- directors liaviiig such adverse interest is necessary to obligate the (-orporation pn isuch eontraci .or trahsiie that in any such case the fact of such interest shall, be disclosed or known to the ditectovs or stpGlihokicrs acting on ;Or in. iefitrcnec to •sueh ccmtraet or transacdon. :No diirectar or directors oi; pffictir or officets htiviiig such disclosed or known adycftse^^iiitCTcst shall be Iial>le. to the Cotporation of lo any stpekhblcler. or creditor ihereof or to iiiiiy otheir pci:s#rJfot any loss inciiri-ed by it uiider or by reascin of any such contraet-pr tr.a.h.sftcfion, nor shall any sucb director pii dii&iors or xifficcp or officers be accountable for any: gains or profits realized thereon, 'ilic prP'i'isibns ;pf; thissj/b-ttele shall not .be construed to irr^ralidate or in any way .affect any cont'iact or transacti*!!! that woiildcpihcgl^ise be valid undei'law. EFTA01445121 ARTICLE X I • • N.s (a) The Corpovatipn shall indehinify aiiy-person who was or is a party or is tiireatened to be made a party to ;any, threatened, pending, for cpmpletcd action, suit, or ptticeediiig,. whetihci' civil, criminal, administrative, or inyestignfive (other thiin ai: 'action by or in the right of the Corporafion) by reason of il'i‹? fact ibat.he or she is;or \ya» a director, officerj employee, or agent of the Corporauon, or is or wiis sei-ving at the request of this:; Corporation as a directpr, pfficer, employee, or agent of anothei: corpprafipn, partnership„ joint yenturc, trust, pi; other enferpdse, againist expenses (including attorney':; fees), jiidgmcuts, fines, iirid amoimts paid in.:settleiTient aetually and rea.sonably incurred by him or liei: in connectipn with such acti<ln, suit, or proeecdiiig if: (1) he or she acted (A) (li) (2) in good faith and in (I nianner reasonably believed to be in or not oppo>sed to tlic best; interests of the Cbiporiifibn; and, with respect lb any criminal actititV or proceeding, he or she had no reasonable <:ausc to believe his or hei ebndiict was iirilawful.. EFTA01445122 The lerminafioi.i of any aciion, siiit, br pto'cecdiilg by judgment order, setlleiiicnf, t;onviction, or upon'a plea of iioio coritenderc or irs equivfticnl, shall not, of .it.<!- clf, create :a pic.iiiriiption that the person did not aci in good faith itnd iii a manner which he or she leasoiiably believed to be in oc not opposed to the best interests of the Corpoiation and, witty rcKpect to any criiiiihal (letioii pt pioccedijsg, had reaspn,'ible cause to believe that his cpiiduct w.ns unlawfiil, (b) The. (xirporatioti; shall indehmify any pci'sbn who was or is a party or is threatened to be made a pi)>;l;y fo^miy threatened,. j;icnclingv Pr cphVplctcd aetion. or suit by or in the right of the officer, employee, or agent of the Coipprahoh, or is or was sen-iiig 'at the request of fhe vcntuK:, trust, «<• other enterprise •against expctiscs (includiiig attorney's fees) HcttiaDy and reasonably incurfcd by him pi; her in cptineetion with the defense of ,sc.tiletncnt pf such actioii or suit if lie or she acted: (1) (2) in good faith; and ill a manner he or .sin; reasrinably believed to be in or notopposcd to the best interests rif the (^orpoi atibn; Mpwcvei'; no liidemiiification shall be riiade in respect of any dain'i, isstie, bf. iiiattei: as to which sii.oh petsori.shall have been adjudged to beliable for negligence pr miscondnci: inthe perfprmaiice of his or her doty tb the CorppfaHpn vinlcss; rtftd only to the c^.t:ent that the court in which such aclioii pr suit; is brpiight shall determine upon application ihal, despite, the adjudication pf liability but in vicxv of dll die ciccumstaiiGcs of the case,- such person is faii'ly iind ita'sbiiiibly entitled to indemnity for such expenses which the court shalf dtiem praper. (c) '.ro, the extent ttmta dkcctoCj officer, cmplciyee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or pi bceediiig-referred to in subpilcagi'ijphs (a) and 0i), or in defense of any claini, is.sue, pr matter :fhcrin, he or she shall be indemiiiificd agaujsl: expenses (including atfcfirncys' fees) actually and tcasoiiiiliiy iiicnrrGd by him or hcr.iii epxiiiectipii theCewiiifj, (d) Ally inclemnification under subparagraphs (a) arid (b) (unless ordcreid .by a court) shall be^tjiadc by die Corporalipn only as; liiithoiizal in the specific ease upon a dctfeiminattbn thiit he pr she.l^ad iiiet the applicabie slaadiirt! pf cpiulncl: set forth in .subparagraphs (a) and (li). Such tfelerniina'tipn shaD be EFTA01445123 miide: - : t!' r:T-\ (1) by the board of dirccCoivS by a majotity vote bf li quorutii con.sisiing of directfirti who were not patties to such action,.suit, pt proceeding; or (2) if such.a quorum is not obtainable, or well i f obtainable, a quorum,of disiatcrested directors so diirecl's, by indepcndent jegal cpunsel in a written opinion; or (3) Ijiy (he stotikhpklcirs. (e)'. Exptinsca incum*.d in defeating a cis'tl or criminal aclioii, soit, pt pcbceeding may bc paid by the Cpcporadon in advanee pf the filial disposition ofsuch actioiij suit, or proceeding as authorized bylhe board of directors in the specific case upon receipt of an undertiiking by or on behalf of die director, pfficer, c.uiployce, or agent, to repay .such siinoUnts uiiless it shall iiUiimtely be: determined fbat he or she is entitled to be indemnified by the Cotporation its audiorized in this art icle. (() The indenmificatioh provided by this Ai'ticic shall .not bc deemed cxcUi<ji\re of ifiny othet rights to which those seeking indemnifitatipn may be enfitled' iindci; .any bylaw, agreement, vote of stockholder,"! or disinteicsted directors, or otiierwise, both as tp.iiicfion in liis;or her official capacity andias to action in iiiiorher capiacity while holding siitch office, arid-shall cantinuc as to a person who has ceased to bc a 5 EFTA01445124 direetbr, officer, employee^ or agent and .sliall. iniijie to the benefit; of the lieirs, cxeeiicow, and adniiiiistratpi-s of such peirson. (jr) The Corporation shall have, ppvvcr to^puirliase and inainiain insuiance on behalf of jiny por.'jon who is or was a din.-crpi:, offiGer, cmpkiyee, pi; agent of the Corporatibn, (iris or wais.serving at the request of the Cprporalioit as a' director, officer, einplpycc, or agent of another Gorppration, partnership, jpint venture,-trust;, or other enterprise agaiiist any liability asserted against him pi: hci: and incurred by hiin pr her in aiiy sueh capacity, or •arising piit of'his or her status as such; whether or not the Corpoiration would have the power to indemnify hiin or "her agiiinst, such liability under fhe. provisions of this Article. ARTICLE XII The CorporiUinn reserves the right fo amend, altei' Pr repeal any pf the provisions of these Articles of IncPrpPriition and to add or insert; other provi.sioiis aiithbtr/ed by the laws of the Virgin Islands in the manner and at die tiine pres'cribed by said laws, and all Light.s at; any rime conferred iippn thie Boiird of Directors and the srockholders by these ./\rticle!i of liicprporation are gninted .subject to the provisions ofthis Afti(:lc. [signature page .follows] 6 EFTA01445125 IN WITNESS WHFJ^iii0F, webave hcreunt't) subscribed ciiii.! naiiics thia Hil 1 day of Noyembct, 2011. Erika A. Kellcrlialii, IncP^orator (..iregory j, Ferguso^V, Incorpprator iircti: Geary, lncoi'lioitator A'1^ TERRri'ORY 0i 1THEX11SjiTED S1A-PliS VlRCilN ISLANDS ) DIS'IKICT OF ST. THOMAS AND S'F. ]0:0N The faicgping instrument was acknowledged befbre iiie this 17th; day of November, 20.11, by EHka K. Kelliiihals, Ch:egpry J;. Ferguson, aiid Hictt Geary, I^N^taiy/ublic GINAMAHIEBRYAN NOTARY PUB111iCNP 069-09 COMMISSION EXPIRED 09/28/2013 St. TflOMAS/St. JOHN, USV1 H.V EFTA01445126 THE UfiirEO.STAtK ViRtSiN ISLANDS . OFFICE OF THE LlEUTENANt GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS 5049 Kongens GPde Charlofle Amalie, Virgin Iskinds 00802 Phone - 3-10.776.8515 Fax-.340.776.4612 1105 King Street .Christian.ste.cl; Virgin Islands 00820' Phone - 340.773.6449 Fax - 340773.0330 June 25, 2013 CERTiFICATTON OF GOOD STANDING This is to certify .that the corporatiori known qs SOUTHERN TRUST COMPANY> INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Apticles, of Incorporatioh. office of the Lieutenant Governor on NOVEMBER 18, 2011 that a Certificate of Incorporation was issued by the Lieutenant Governor on DECEMEIER 8,: 2011 authorizing the said corporation to .conduGt business in the Vlrgih Islands cind the corpofation is considered to be in gopd, standihg. feniso Johahhes Director, Division of Corporatiori arid Trademarks DJ/gg EFTA01445127 Corp No. 581871 6(01^EililliE»91-'0F THB mmm miMmm OP rm umru® STATE® m'o m Wtiom W^esit ^xmnta ^IjaU Come: I, the iindersigned. LllUITHNAN'l (K)VHRNOk, Dt) hcicby mlincs thtil FINANCIAL INFORMATICS, INC. Bii.sine,s.s Corporafion ofllu; Vii'yii) Islands lilcd ill my pPficc on November 18,2011 as provided foi by law, Atlielcs of liicoipofation. duly ackncivvledgud._ ' :":., p' V .-:...; 1-.- 1-;.:•--i^ e-•."-. ;: .? 1:-. -0;;; /- i• -":1:' ;.: 4.i:?:;: .'il"; ' '; ; -^S"sY:v?S '\.. : 1. 1: 1: 1:-:,:'->.; "^:^:1:.v 1i:^; .-':'•. , V' .. I..iti^ . 1 - 1..^.j^^;P;^ V ;' ";"--..^Cv 1:f ^I . I . . .^ ":^---. .-.':. - I'. . 1V^.^^.S-v, i":;?::"^ WHFRF.h'OUIi lhc persons named in said Articles, and wlio have signed the same, and llicir snccesspfs, tire hcioliy declaicd to he Irom the lalc;aibfe&aid, a Busin'css Ctirporatidn by tho iiitmc and forthc purposes scl forth inrsaid Aiticles, with the light orsiicces.sipn as thciciti slated. • i:^j'i. !• . Witness, my,hand and the .seal of the Government of'the Viigin Islaiid.s ofthe United Stales, at Chailoltc Amalie, St I homas, llii.s 8th day bf Deccmbci, 201,1 GRFGr)Ry R.FRANCIS Lieutenant Ciovcrnot ofthe Virgin Islands EFTA01445128 iDEPARTiyiEtW OF THG TKERSUR^ ^ iNT!2iasIAlj R1tVENOE SEItVXCE CINCrNNflTI- 00 45999-0023 Dat:Q o£ tlii s notice: 02-14^2012 •0' mtme'iMi- INFOMATTCS BIC 91.00 HAVEMS,T:GHT' 15 w sr THOMAS, vi: ooBoa 0' Fot: a.'stsi.stian.ce you mavr csill us at; '1-800-829-4.9.33 XF- -YOU -WRI.TE, ATTACH Tl-iE STdii AT THE EtTO.'bi?' THIS KOTieft. Empidyer :j.den(:J.fifacion Kuiniier:: 66-Q77.9.a'61. t'Ottrts SS-rt Number ol: thi s not;ice,: CP 575. A Wis RS.SIQ11ED YOU M EttPLQYBR IDENTiFiemOti. ITOMBER Thank you fo r applying fbi.- art Empipyer IdentiEication Number (EIN). We asBignisd you. iCIN e(;-0779G61. This SIN wii 1 liieuciEy. ;you, your faxisincss aeeounts, Lax retuWciB,' and documen1JS, even -ii' yoi* have; no emgllpyees. Please kieep S;hiB notica i n your pemianent reeords. ViheJft filin g tak documenta, payriients, .and related correspondence, i t is very important: that you use your EIH and eompiete name and address ^xsctl'y as ..shown, above, Any -Variation way cause a .deiay i n processing^ result i n ineorrect'thforination it i your a000unt, or evian, cause you (;o .tte assigned more thai-i one E-IN.. I f the int'ormal;ioa i s nbt correec am. otioivn above, pleasa ina'lce tlia correct.ion usirig the atitached tear o££ .stub and retvu-n i t to ua • Basedon the information .received, from you. or. your repr.esisntati^^ you mustC Jile the'following £o'rm:(s) by the date('8!1 shovm. Form 9418S Fbrm ;VX20 01/31/2013 03/15/2012 It you have queotlpiii.'j about the J!prni(s) or tfii? dxie 'ilate(s5 Eho\yn, you can call us afc tiiQ. .phone nuitiber or writ'ci to u,^ at; thei address, shorn 'at the top of th1S: notica. need .help in deteriiiiriing your arinual accounttrig period (tax-year)., if yoii EFTA01445129 isee Publicatian representative. binding on; the IRS. 531):, ' Accounting por.io<3fj, arid MeUiods. We assigned you a tax oiliaBsiEication based bii itifprjTiatiort obtained £r-6m you or yoiir request a pr'iv;ate letter- ruling from the IRS uhder. the tjiddisitnas i n Re-yenua Procedure 2064-1, 20!b-i-l-i.R...B. 1 (br «3Upers.editag Revenue procedv Cortain tax; classifiCati-on .elections can be revested by'n.11.ing Form H032, Entiiy ClseBiiicatlop Blo'ct-ion. election t:o l:.tie a Form; iI20-.S must'be itiada: within certain bimei:rame^^ and the corporation must (toet certain feealiB. Al 1 of. tiiie infbnnat.ibn i s ,inc3;uded in the instructions Cor tfqnn 2553, Election by a Sma,li Buainese .Corjp6rat:.ion, IKPORTWSt. IHPPRMaU'IpN E'OR .S CPRy0ItAT1pN EIEGTIOS: JS'. you intend to. .e];eist to, fil e your return as a. small buisine.'js eorporation, an at. .issiip.) . Kote; sea. Form 8832 and it s instructions Cpr additioiial :iiiPbrt(iat.i.on. I I t i s not a legal debernili-iation of ybur tax classification, and i s not i f yeu v;ant a legal deitennination of yc-ar tax olassifiicateion, you may EFTA01445130 CHAREOTTE AMAL.rE, ST, THOMAS, V.1 mm To Whom These Presents Shal! Come: I , the laidersigiied, LIEUTENANT GOVERNOR, dptiereby certify that FINANCl/y: IfvJFQMATICS; a Virgin Islatids cot'pt>i"atio.n, fikct, ..in 'Lite Office of the: Lieutenarit Govet-nor: OB. September 21.2012 as pwiv.ided for by liaw, Geui ficate of Aviienclment Ailicles. of TncoiporattoOi duly ackn-ovvledgecl; ahatiglng its xiame to .SOUTHERN TRU!?T COMmNY. INC. WHEREFORE the said AmendineM :i3 iiereby declared to have been diil)' recoi'ddl to this oflice on the aforesaid and to be ih Mribrce aiid effect li'om that date Witness my hand .and the seal of the Govemment of the UrVited Staifes Virgin Isianda, at Chariotte ./Vmalie; this 31."' day of October, A.D.. 2012. GREOeKY R. FRANCIS Lieutenant C7i()%'ernot' of the Virgin tsimid:": mfmm EFTA01445131 THE UI^riED SrAT(;S ViRGM IStANljS OmCEOF THE LIEUTENANL GOVERNOR DIVISION OF CORPORATIONS AND TRADEAAARKS 5049 Kongens Gade Ctiarioite Amolle, Virgin Islo nds :1)0802 Phone - 340.'/76.8SV5 Fax - 340:776.4612 nos King Street Chrisltanstedi.Virgin _islands 00820' Phone • 340.773.6449 fax-^ 340.773.0330 3:une25>-2013 CERTiF1CAT1QN OF GOOD STANDING This is to certify that the corporation known qs SOUTHERN TRUST COAAPANY, INC. FORMERLY: FINANCIAL INFOMATICS, INC. filed Artieles Of Incorporation office, of the Lieutenant Governor Oh NO:VEMBER 18, 2011 that a Certificate of Incorporatioh wds issued fey the Lieutenant Governor oh PECEMBER 8,2011 aufhonzing the said corporation to conduct business in the Virgin islands and t,h0 corpordtion is considered to be in good stancijng-. ... J. A Tiofit Denise johahhes Director, Division of Corporation and Trademarks DJ/gg EFTA01445132 CONSENT OF THE BOARD OF DIRECTORS OF SOUTHERN TRUST COMPANY, INC. The undersigned, being all of the Directors of Southein Trust Company, Inc., a U.S. Virgin Islands Corporatipn ("the e6rpotatipn'7i hereby certify that the follpwing resolutions were unanimously adopted: and entered into by the Board of Directors on die 19* day of March 2013. \ \ Virgin Islands; 'WITNESSETH: WHEREAS, the Goipoiation is a Gorporation organized arid eiisifirig: under: the laws of die U.S. WHEREAS, the Board of Directors as of the datie of diis Conserit are as follows: Jeffrey Epstein Danen K. Indyke Richard Kahfi. • WHEREAS, the undersigned, beingall of the directors of the Corporation, consent to the taking of the following actions in lieii of a meetii^ of the Bos^d : of Directors ki accordance wi& Corporation Law of die United States Virgin Island^ (the "GCL") and waive any notice to be given in connection •srtdi the meetiiig: piwsuant to the GCL; ' WHEREAS, Financial Trust Cpmpany, Inc., a cPippratipn organized and existing under the laws of the United States Virgin Islands ('TRTC"), is the sole shareholder of Jeepiers, Inc., is corporation organized and existing under die laws pf the United States Vitgiii Islands ("Jeepers•'), which has elected to be taxed as a qualified subchapter S subsidiary; WHEREAS, the Board of Directors of FTG detetiiiined tha^ in die best iriletests of the Coiporation aiad its sole shareholder, Jeffrey E. Epstein ('^Epstein'"), to ttiansfer;an^ all of the issued aiid outstandiiig shares of Jeepers, free and clear of all liens, claims and encumbtaiices (the 'peepers Interest'7, siieh that Epstein sh^^ WHEREAS, Epstein is also die sole shareholder of CorpPratiori^^^ WHEREAS, the Corporation is the sole member of Southern Financial, LLC, a United States Virgiii Islands liinited liabihty Ompany organ^ WHEREAS, the Board of Directors of FTC has determined that it is in the besit. interests of FTC arid its sole shaireholider to pierge .FTC into SF,'uptfn die completion of EFTA01445133 which meiget SE :5haIl be the stu:viving entity of said merger (the. "Merged EFTA01445134 WHEREAS, it is intended that the Mieirger be effectuated upon; in accbrdance widi, ind subject to, the pro'irisioris of ari Agreement and Plan of Merger in: the form annexed as Exhibit "A" hereto, which has also been approved by the Boa.rd of Directors of FTC and its sole shareholder (the "Merger Agreement"); WHEREAS, in coniiection with the Merger and pursuant to the provisions of the Merger Agreement, Epstein is to surrender for cancellatipn: ten diousand (10,Gf)0) shares of the Common Stock pf FTC, repriesenting all of the issued and outstanding shares pf FTC's Commdn. Stodi and all of such issued and putstandiiig shaires hdd by.Epst^, arid in diijnsideratipri of FTC's riierger with and into SF, the wholly owned sdbsidia^ of the Goiporation. and the tr^msfer ipf ali o FTC's assets to SF by operation of law as a result of such Merger, the Cpi^ is tP issue an additiorial teii thousand (l 0j000) shares of its Coriimon Stock, 5.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); . WHEREAS, the Board of Directprs 6f the Corporation has detennined that it is both advisable and in the! best interests of the Corporatiori and of Epstein, as the sole shareholder of the Corporation, that the Metger be consummated upod, in accordance with, and subject tp the provisions of the Merger Agteement, and that in connection therie-with, die Corpioration issue the Additional ^S^ NOW THEREFORE B E IT : RESOLyEf), that, afteir cprisiinimation by FTC'pfiite: issuance to Epstein of the Jeepeitis Interesi^ : the Merger, upon, irilaccordance with, andsubjeCt to, the terins and conditioris ofthe Merger Agreement, be and it is hereby authprized and a,pproVed. RESOLVED, that it is intended that the Mergief qualiify as a tax-free tebrgaiiization imdcr section 368(a)(1)(A) of the Intemal Revenue Code; RESOLVED, that the form and provisions of ;the Merger Agreement, be and theiy hereby are adopted and approved; . RESOLVEB), in connectibn i with the Merg Agreement, the Corporation issue the Additional ShareS^^^^ RESOLVEB! , that, the President of die Cbrpoiatioiii be, and he hereby is, authoriized, empowered . and directed, for and on behalf of the Corpoiation, to execute and deliver the Merger Agreemerit, and to execute and file with.-the Office of the Lieutenant Governor of the United States Virgin Islands Articles of Merger in form and substance that has been approved by legal counsel to the Corporation as being EFTA01445135 compliant with the requirements of the GGL and necessary or apprppriate in order tip effecmate Metget in accordance with the provisions of the Metger Agreemerit; airid ." RESOLyEE), tha empowered arid direeted, for aiiid onjbiehalf of the GotpPtatipiii to execute and deliver aH such agreeirients, : documents and instruments, tb pay.all such costs, fees ind expeiises, attd take all srich other action as such officer deems necessary or advisable iri ordet to consumriiate the Merger in acicordanee with the provisipns . of the Merger Agreeinent EFTA01445136 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, .."fepstein-"^^ Darren K. Indyke Richard Kahn EFTA01445137 -Ss lifell. CONSENTOF THE BOARD OF DIRECTORS OF FINANCIAL INFOMATICS, INC. The undersigned, being: all of the Directors of . Financial: Infoniaucs„Inc!v a .U.S.; Vugin -Islands Gorpbraiiori ("die-CorporadPn"); hereby certify. that;dic.following resolutions-were, unanimously :adopted. and entered into by the Board of Directors on the 18*" day ofNovember, 2011. WITNESSETH• WHEREAS, the Gorporation is :a corporauon organized and existing, under the: laws of lhc U.S. Virgin Islands; and • WHEREAS, the Corporauon was. duly formed in. the United States Virgin Islands on- November 18,2011; and .WHEREAS', the.Boardof Directors asof the:date of tks Consent are aSifpUows;^^-: • Jeffrey Epstein - : Darren ihdyke Richaid'Kahn ' WHEREiAS, the undersigned,.being all of die.directois of Financial Infoi'naUcSi,Inc,,;consent tp the . taking of 'the follo'wing actions in beu of a meetingr-pf the ; Bpard of Directors; inj accordance corporation la-ws of the United States Virgin Islands and waive::any nouce tp be giyen in conncedpn with the meeting pursuant to the corporation-lavvs of Umted States Virgin Isla^^ ...... , : ; i; WHEREAS, this cotporanon is autho'riyed, in its arltc/es of incorporation, to issue an aggregate of 10,000 share's of slock of the par value of % 01 per share; and WHEREAS, a depositor)' shall be estabhshed for the fiinds of the corporauon and those who arc authorized to-do so may withdraw them on behalf of the corporauon; and NOW THEREFORE BE IT: RESOLVED, thatall-aetlons taken^by. the incorporators of the CorpGration;duruig ithc:period from Noverribcr 18; 2011 through the date of this Consent, including,.but not limited to, tiling.the CertifiGate of Incorpora tion of th'e Corporation and adopPngithe initial By::;Iiiaws. of the Corporauon,; be„ and; cachotythe.: same hereby is, m all rejects, radfiedi; adopted and approvedi. and it .i^ RESOLVED, that the officers of the Corporauon shallinclude a President, and.may include: one or more Vice presidents, a Secretar)'and: a.Treasurer;.and it is further EFTA01445138 . • • • • • -RESOLVED,. that:Icach:pfe :the;:follo\\'ing.persons is hereby appointed and elected to. the .pffice set forth oppbsite his: name below.to servx as; such in aecbr the EFTA01445139 mm -Corporation: until the next meeUng of directors::of theiCorpofauon uiunediately: following the; next: annual meeung of thc:stockholders:of the CorporaUon and unal his successor shall have been dulyieiected and shall have qualified: Jeffrey Epstein, President Darren .Indyke, Vice. President and Secretaty Richard Kahn, Treasurer And it IS further RESOLVED,:ithat the officers of theCorporation be; and each of themhereby IS authoriZL^^ empowered and directed to produee all bopks of account, stock books and other matenals and supplies ' necessary or: appropriate m connecOon. with rnaintammg: the. records: and conducting the/business of the Corporation,..and to pay all costs and expenses and.to make'full'reimbursement for all expenditures/made in connectiori with the orgaruzation of.:the.Corporaaon;.and.it:is :ftirther : RESOLVED,:.that the specimen of stock ccrtifiGate; to evidence shares of the Common Stock, par value -4 of :01 (tlie "Common Stock"), of the CorporaOon in thei form subimttcd.to the undersigned, which is to be filed with . this::Gonsenti be and- the. same hereby-is, approved .and adopted;, and. the President, ; the Vice President, the Secretary and/or. any other offieers authorized-iby; the By- laws: of the: Gorporaaon: be, and: each of them ihereby :is, authorized to issue; certificates in such form for shares.; of fully paid and nonassessable Gommon; Stock when the issuance thereof is; duly authonzed by ithe.Board of Directors of the . Corporation, and it is further RESOLVED, that. the Corporation accept the-.subscnption.of.Jeffrey F.:::Hpstein: for 10,000 shares of Common Stock, upon the terms and conditions contained in the subseripnGn:iagreemcnt, . 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 thciTreasurer of the Corporauon be, and each of them hereby iSi authorized and directed to issue, on behalf of the Corporation, to Jeffrey E. Epstein, a certificate for 10,000 shares ofthe Common Stock, and it is further RESOLVED, that all of the 10,000 shares of the.Conimon. Stock .as; authonzed for issuance by the immediately preceding resolution shall;be.:in;all?respccts,:when:issued ai; EFTA01445140 aforesaid, vandly issued, fully paid, and non-assessable; and it is further • RESOLVED, that the seal^ an^imprcssion of wluch appears .in-the margin of this Consent, be, and: the same hereby isiadopted as the seal of the Corporaddn; and;it;is further RESOLVED, that ;the corporate record book and the-stockiitransfer ledger thereof,: be: and each of the same hereby is, adopted as the record book and stock transfer ledger; respecuvely, of the Corporation; - and it is further ...... RESOLVEDj that, with respect to the opening,; maintaining and dosing of bank accounts.of the Gorporation^ the President, any Vice President^ the Treasurer and. the Secretary;of. the Corporation, be, and each of them hereby is, authorized:as follows: . EFTA01445141 I. - To designate one- or:more;banks, tmst companies or other- similar.instituuons.as dcpositones of the-funds:,.i.ncludjng,withouthmitauon,:cash and cash equivalents, of the Corporation;. ' . 2: To.'Open, :keep..and elose;general and.spccial.bank accountSi mcluding.general deposit accounts, payroll accounts and working fund accounts, with any such depository; 3- To cause to be deposited in such accounts with any. such depository, from rime ;to ttnie such funds, including, without hmitation, cash 3and cash equivalents, of the Corporation, as such officers deem necessary, or advisable, and to'designate or change the .designation of the officer or officers and agents of the Corporation who will-be authonzed to .make such deposits and to. endorsC'Such checks, drafts or other instmments;:for'Such deposits; - . : • - 4, - From ame to time to designate: or change the designanon of the officer or officers; and agent or . agents-of the Corporation who will be avithorized to sign or countersign.checks, draftsior other. 3 orde£s'for:the payments of money "issued.: in the ;name of the Gorporation against any funds: deposited in such :aecounts, and to reyoke:any suchdcsignaoon:. ; ?^ 5 To authorize the use of faesimile signatures;for the-.sigmng or countersigning.of checksiidratts or other ordei's for-the payment of money,-and;to enter into such agreethents as banks.,and. trust; comparues customarily require: as.a;eondinon .for:permitung the use of facsimile signatures; :6: To make-such general and special;rules and regulations -vwith-respect to such accounts-as they may deem necessary or advisable, and to COrtveniendy exercise :the. audionty: grat'ited: by: this, resolution and any resolutions thereon • - shall be deemed adopted as part hereof; and-it is ^further .: ^ • ' -' .V. i . . "i: e'. . . lees- spe--e . . e's • • • - ;7 • ..._ .....: ....\___ - ._.:;..i, RESOLVED, that the President or the Secretaty of the Corporation be, and such officer hereby is, I authonzed to prepare and cerufy as the resolutions of the Board oPDirectors, as if adopted vcrbatim by; this Corisent, any suCteaddiUonal resolutions as any such depository:.may-require in counccuon with the opemng of an aeeount \vidi such depository as authonzed pursuant to the immediately preceding resolution, and that any "ivich depositor)" to: which a. copy: of the immediately :preGeding EFTA01445142 rcsoluuon and such .additional; resolurioris, i f any; have been certified shall ibe-enatled to rely thereon for .all purposes , until;it shall have received watten nPUce of the revocation oramendmeiit of such:resolutions by; thf ;;Board of Directors; and It is further year;-and;it"is^fiirther , -.RESOLVED, that the fiscal year, of this .CorporatiOff 'shaU begin - the::first day- of ..lanuar) 1.in each -.---:" .•./•--. . .v.. • RESOLVEDj that for die purpose of authonzing the Corporation to do business in anv state, territPry. Or dependency ofthe United States or any .foreign country, in which, it is necessary' or expedient: for the -Gotporation- to :.transact -business, : the: officers of the Corporation be, and each .of them, hereby is, au thorized-: to-appoint and substitute alli necessary agents or;attorneys for ;Ser\'ice-of process, to designate, and chahge the locauon of all necessary offices of;the::Corporation, .whether statutory or otherwise,-and, under the seal of the Corporation;; to make and filc .aUvneceskryi certificates, reports, .powers of attorney.and other - - instruments as'vmay be required iby 'thc laws of such.- sta*te,:.territory,; dependency; of country ;tG authonze thei -e - . ;dreIo if; EFTA01445143 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 approp'riate, 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 pfficer has signing audiority with respect to the bank accounts of the Corporation), including, widiout limitation, such taxes and assessments, as in their judgment or in the judgnnent 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 Board of Directors of the Corporation. IN WITNESS VCTIEREOF, the undersigned has executed fhis Resolution as the first directors of Financial Infomatics, Inc., on this 18"' day of November, 2011. 3 effrey Epstein, Director Richard Kahn, Director EFTA01445144 FINANCIAL INFOMATICS , INC. SUBSCRIPTION FOR COMMON STOCK 'Die undersigned hereby subscribes for 'Ten Thousand (10;000) shares of the Common Stock, S.Ol par value, of Financial Infomatics, Inc., a United States Virgin Islands corporatipn (the "Corporation"), the Certificate of Incorporadon ofwhich was filed with the Office ofthe Lieutenant Governor of the United States Virgin Islands ori the 18"" day ofNovember, 2011, and agrees to pay therefor and in hill payment thereof, upon call of the Board of Directors of the Corporauon,. .(S-Ci.- I Q.. ^ per share in cash or by check made payable to the Corporation, at which time a certificate shall be issued to the undersigned fot the number of shares subscribed for. Dated as ofNovember 18,2011 Jeffrey E. Epsi Subscriber for 10^ of Common Stock, :S.01 Par Value Subscription Accepted As ofNovember 18, 2011 FINANCUL INFOXLVnCS. INC, Darren K, Indyke Vice President EFTA01445145 Isl Current Classification: (click here for help) Internal CIP failure rectification [I] Jay Lipman to: Fran M Wickman Sender £j Jay Upman Fran M Wickman Date 08/26/2013 12:04 PM 08/26/2013 12:08 PM 08/26/2013 12:04 PM Subject (jP <f, CIP failure rectification [1] Re: CIP failure rec Classification: For internal use only Hi Fran, Please could you let me know if this document is sufficient for wfhat we need? For Account: MIN For Source of Wealth: Epstein began his financial career in 1976 as an options trader at Bear Steams and became a partneri n 1980. In 1982, Epstein founded his own firiancial management firm, J. Epstein & Co., managing the assets of clients with morethan 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 I' 5'1 £^:»lill Jay Lipman Analyst I Markets Coverage Group Deutsche Bank Securities Inc Deutsche Asset & Wealth Management 345 Park Avenue - 26th Floor NewYork, NY 10154 EFTA01445146