EFTA00155209

ARTICLES OF INCORPORATION :74 OF FLNANCIAL TRUST COMPANY, INC. •.e.e) ); si; :4r.i .g.1 We. the undersigned, for the purposes of associating to establish a corporation for the transaction of the business and the promotion and conduct of the objects and purposes lereinailer stated, under the provisions and subject to the requirements ofthe laws of the Virgin Islands of the United States (hereinafter called the Virgin Islands), and particularly the Canal Corporation Law of the Virgin Islands (Chapter I, Tide 13, Virgin Islands Code), as the seine may be amended tiom time to time, do make and file these Articles of Incorporation in writing and do certify ARTICLE I The name ofthe corporation (hereinafter referred to as the 'corporation') is FINANCIAL TRUST COMPANY, INC. AIIIICLE 11 The principal office of the corporation in the Virgin Islands is located at 41-42 Kongens Grade, St Thomas, VI 00802 , and the name of the resident agent of the corporation at tFat address is Paul liotTman ARTICLEW Without limiting in any manner the scope and generality of the allowable functions of the corporation, it is hereby provided that the corporation shall have the following purposes, objects and pOWCI3 To provide financial counseling and investment advice to clients both within and without the United States Virgin Islands, including saving as trustee andfor fiduciary for such clients and others. To engage in any commercial, industrial, agricultural, marketing, transportation, or service activity, business, or enterprise calculated or designed to be profitable to the corporation To design, develop, manufacture, construct, assemble, install, repair, maintain, prepare and compound and to buy, sell, import, export, and otherwise deal in coalmen:1a/, industrial, agricultural, or other instruments, appliances, toots, naachinay, equipment, pans, supplies, accessories, devices, preparations, compounds, and articles, and goods, wares, and merchandise of every kind; to maintain and operate laboratories and testing facilities of away kind and to carry on the business of analysts, testers, examiners, advisors, and technical consultants with respect to materials, equipment, and processes of every kind and to catty on research and experiments with respect thereto. Confidential Treatment Requested by JPM-SDNY-00001899 JPMorgan Chase EFTA00155209 Articles ofIncorporation Page 2 To acquire, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do and perform every odic act that may be legally performed by a corporation engaged in such business. 5 To apply for, acquire, register, use, hold, sell, assign, or otherwise dispose of (either absolutely Of by way of lease, mortgages, pledge, or license), to giant licenses with respect to and otherwise turn to account any letters patent of the United States or of any foreign country, or pending applications therefor, and any inventions, improvements, devices, trade secrets, formulae, processes, trademarks, trade names, brands, labels, copyrights, and privileges and any right, title, or interest therein 6 To purchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sat enjoy or otherwise turn to account, assign, and transfer and to invest, trade, and deal in goods, wares, and merchandise, and real and personal property of every kind 7 To acquire all or any part of the good will, rights, property, and business of any person, firm, association, or corporation and to pay for the same in cash or in stock or bonds of this corporation or otherwise and to hold or in any manner dispose of the whole or any part of the property so purchased, and to assume in connection therewith any liabilities of any such person, firma avtoetation, or corporation, and to conduct in any lawful manna in any place the whole or any part of the business this acquired 8 To purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose ofthe shares of the capital stock o( or any bonds, seaumes, or evidences of indebtedness created by any other corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds, securities, or evidences of indebtedness, to exercise all the rights, powers and pnvi/eges of ownership, including the right to vote any stock thus owned 9 To borrow or raise money to any amount permitted by law by the sale or issue of bonds, notes, debentures, or other obligations of any kind and to secure the same by mortgages or other liens upon any and all of the property of every kind of the corporation 10 To enter into and carry out any contracts including entering into joint ventures or partnerships, baited or general, as limited or general partner, or both, for or in relation to the foregoing business with any person, fun, association, corporation, or government or governmental agency. r Confidential Treatment Requested by JPM-SDNY-00001900 JPMorgan Chase EFTA00155210 Articles of tocorporation Page 3 To conduct its business in the Virgin Islands and elsewhere in the United States and foreign countries and to have offices within or outside the Virgin Islands and to hoki, purchase, mortgage, and convey real and personal property within or outside the Virgin Islands 12. To do all and everything necessary, suitable and proper for the accomplishment ofany of the purposes or the attainment of any of the objects or the exercise of any of the powers herein set forth, either alone or in connection with other firms, individuals, associations, or corporations in the Virgin Islands and elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out dot connected with the said business, purposes, objects, and powers or any part thereofnot inconsistent with the laws ofthe Virgin Islands, and to exercise any and all powers now or hereafter conferred enumerated herein or not. The purposes, objects, and powers specified in this Article shall not be limited or reuncted by reference to the terms of any other subdivision or of any other Article of these Articles of Incorporation. ARTICLE IV The total number of shares of stock which the corporation is authorized to issue is 1000 shares of common stock of no par value; no preferred stock is authorized The minimum amount of capital with which the corporation will commence business is $1,000 00 ARTICLE V The name and place of residence of each of the persons fanning the corporation are as foliows Barbara Mignon Weatherly 2-21 Bonne Esperance St Thomas, Virgin Islands Jennit-lynn Falk 38 Ridge Road St Thomas, Virgin Islands Daie R Michael Skyline Village 03A 4C Estate Joseph & Rosendahl St. Thomas, Virgin Islands Confidential Treatment Requested by JPM-SDNY-00001901 JPMorgan Chase EFTA00155211 Articles of Incorporation Page 4 ARTICLE VI The corporation is to have perpetual existence. ARTICLE. VII The corporation is to bc unlimited in the amount ofindebtedness to which it shall at any time be subject anKL,FLAII For the management of the business and for the conduct of the affairs of the corporation, and in further creation, definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, it is further provided. I The minter of directors of the corporation shall be fixed by, or in the manner provided in the By-Laws, but in no ease shall the number be less than three. The directors need not be stockholders 2. In Author-ma and not in limitation of the powers conferred by the laws of the Virgin Islands, and subject at all times to the provisions thereof, the Board of Directors is expressly authorized and empowered a) Subject to the right of a majority of the stockholders to amend, repeal, alter or modify the By-Laws at any regular meeting, or at any special meeting called for such purposes, to make, alter and repeal By-Laws, not inconsistent with any existing law, fixing or altering the management of the property of the corporation, the governing of its affairs, and the manna of certification and transfer of its stock b) To authorize and issue obligations ofthe corporation, secured and unsecured, to include therein such provisions as to redeemability, convertibility or otherwise, as the Board of Directors in its sole discretion may determine and to authorize the mortgaging or pledging of, and to authorize and cane to be executed mortgages and liens upon any property of the corporation, real or personal, including after acquired property To determine whether any, and, if any, what part of the net profits of the corporation or of its net assets in excess of its capital shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition thereof F Confidential Treatment Requested by JPM-SDNY-00001902 JPMorgan Chase EFTA00155212 Articles of Incorporation Page 5 d) To contract in the name of the corporation with individual members of the Board of Directors in their individual capacity or as representatives of any firm, association or corporation. c) To sell or otherwise dispose of the real or personal property of the corporation f) To set apart a reserve or reserves, and to abolish such reserve or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, improvements and betterments to plant and equipment, for expansion of the business of the corporation (including the acquisition of real and personal property for this purpose) and for any other purpose of the corporation g) To establish bonus, profit-sharing, pension. thrift and other types of incentive, compensation or retirement plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be distributed or shared or contributed and the amounts of the corporation's hinds otherwise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective participation. h) To issue, or giant options for the purpose of shares of stock of the corporation to officers and employees (including officers and employees who are also directors) of the corporation and on such terms and conditions as the Board of Directors may from tune to time determine. To enter into contracts for the management of the business of the corporation for terms not exceeding five (5) years j) To exercise all the powers of the corporation, except such as are conferred by law, or by these Micles of Incorporation or by the By-Laws of the corporation, upon the stockholders ARTICLE IN Any person nude a party to or otherwise involved in any action, suit or proceeding, by reason of the fact that he is or was a director, resident agent or officer of the corporation or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against any and all amounts, costs and expenses, including but not limited to, attorney's fees, amounts paid upon Judgments or awards or in settlements (before or after suit is commaiced), I f Confidential Treatment Requested by JPM-SDNY-00001903 JPMorgan Chase EFTA00155213 Andes of Incorporation Page 6 actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer or director is liable fix wilful misconduct in the performance of his duties. The provisions of this Article shall not be deemed exclusive of any other rights respecting indemnification to which one seeking indemnification may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects indemnification The rights respecting indemnification referred to herein shall inure to the benefit of the heirs, executors and adrriristrators of any person entitled to indemnification. ARTICLE X The corporation reserves the right to amend, alter, change, or repeal any provisions contained in The Articles of Incorporation in the manna now or hereafter prescribed by statute and all rights coafared upon stocichoklers herein are granted subject to this reservation IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of hicaporation this cl day of 14°C••••-42‘1 1998. 7 . ce _srsr Sake/ Barbara Mignon W Jenie-lynn F4 =C-aKr ja TERRITORY OF THE VIRGIN ISLANDS ) )ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this (ej" day of 3o $.).41 1998, by Barbara Mignon Weatherly, Lennie-lynn Falk. and Dale R. Maul Satan. Publx Paul Hoffman corn am 500** An a zlzo won P.tdk Carrektit Fde INP13-9e Confidential Treatment Requested by JPM-SDNY-00001904 JPMorgan Chase EFTA00155214 Daternmddyyyyj Box Number Form Type 2 "CITADEL" I 11061998 IIIIIIIIIIII Doc Code Doc Code Doc Code Doc Code Account Numbers 1 i m 182 I L Confidential Treatment Requested by JPM-SDNY-00001905 JPMorgan Chase EFTA00155215 2010-Mar -02 PH AM IPMorganCriast 2'2-464-C318 215 IP. Morgan Account Entity Power of Attorney J.PMorgan 1"1," "me," or *Accountholder mean each Indevadval signing file document by the *net* below of our rig:voTtonered onion we outlier* esch of ZFFRIT ePSTEN erg to at al or agent (eacts, the -Aecgroy,' art collealvty, the •nodcameys) wet tut power rad sytricety on our best 4.Please Initial the line to the loft of tech of the following lettered Subdivisions as to which an agent will be given fr authority. If the ins to the raft of a lotto ed Subdivision is not initiated, no authority will be printed for matters intivded in that Subdlytilon. Aiternateiy, the letter corrospo ming te each power to be granted may be written or typed on the blank lino in SubdIgtalar a, end the one to the left of Subcflylelon p cwt be Initioled in order to print each of the powers se Indicated. (chock' or other menu may be substituted for InItlal00). iron of All Accounts A. To open and operates ; of Our reromp, brokerage, asset, amsoby, investmem vensgerne-t othir scoo:nu et one or more Was Cr solid:ores or &Mutts of 3Feriorgen Cron II Co. ftroldthery or aolocryre. ift.garin. Ira:hang 3A. Morgan Scotts Inc-, end td engage In transoctcms and lalvIda Idertaltd h SufaMs one C through M below, widen the Accent holder, in wrkfrq, reposes lomat* on tench went Soocifited Pones ▪ Towage* In sech of the mitten elsrattred In Sub:Pa:ors lettered Banking, Custody, Brokirego; Related *edges C. To own any One or more Oro*, nobody or brokerage 8O:OOO In Me name or any ober note Inducing the name or the Attorney; to rope* money, checks, notes, end We Inethowitt for the payment of money, sticks, bonds, mortgages end other mark* end proorty; m wits or metastable cat may be wry ruses Initruments win our came for the purpore of caring or Opriiking then or paying that to other persors, Inducing me Attorney; to write aro Or checks arc otter instrumeni to se peed by me; to give orders tor the withdrawal, trendy or other use Ce tansy an (noose m Oki nett sad grant 3.P. K011inetriv.y.lety Wren In Vat property oaten** available to me, to 'arrow money horn IP Morgan seam Or ItinalltY heed In Smut M our in; to engage n foreign exchange berWeethira ra erry form will ).P. Morgan. To receive and WI :Arno ccermarons, adieus and itaternenti Or duOecit• Statement* TO nu end Iwo it necessary Inetrutents for twofer N wacurftlai out of our name or out of any ether nlins(S) and into the race of sly wins* of Lt. Morgan Or into any Other niMe(s); O. To purchase and WPC* (or Mired or unwound bast) from, sea (nclueng shirt mesh marlin mount), and lend (on a secured or unescankl be*) to, end to otherwise enter Into borsecttns of any klrol with IF Morgan with respect to any and all securities with Manor Instrenera Ireton* In Whial P. Morgan may on. roar or ea a cormteroirty from time to one, Ociagirg (without IrrtiPori) stocks, ton*. deberoures, iota, iterrents. Ion and loan emealablarel, mutual runes, urn Inata, real est*, Investment trusts, other tyros or pc** Interest trek aro cyrmrngled Investment nerd* (rei.4'ng hedge tries), Irked permerldro intsruti, hitTed MO* canon, OteresO, forward coolnicts, optlar or futures tortracti, refourrhate (or Morse repkttildw) traniactent, Mundt* letting, r any other artlfatm r entente; Or IntItOtalren or tritest of any and eery tend whatsoever, whetter oublicry or privately Offered, accred it tritotured, 04 try tea nnancll hatienellts; to enter Into any dertvabve tarsections won wont to the renopM0, irieladieg over the =ICE equity Whet* and structured tranrectIons (including, bid not litt-Cad to oglent, awes, coders, coos and fan); to pledge any fords or *Inner* for the Peones of securing our obligetthe with mom: to the foregoing; to enter Into foreign exchange or foreign etirreney transactions In cry form; and CO arta into, ortolan and itseCtiti ireafronts and to tab ors 'coons, Ircloding but not salted to signing mconcromeno of aaofl and other oxumrits to carry tit the purpose of the resoluttn; to vote In person r by proxy, Banking, Custody end Brokerage Accounts - limited pen (trinlfsrs to Other ).P. Morgan Accounts only) II to Anal* motor fools or to sell or exchange exit bonds, won, r per secttithe and roomy and Perry suet monies, rot or proceeds 04 U. ex's or inharrip only to another saat.nt at IF. Morgan ow which we have string stattety; Custody and Brokerage Accounts - limited powers (securities against payment only) F. To ban or sell mat* r any ors property described In Subdivision 3 atove in wraith I nay deo: or whch I may hoid against rocky, of pyrite t is ert L. accept Use Only rvahc:ra_ 7t...IT COMPANY INC Taro 71111aSail CAS 1 of 3 Casey Mary C fentefinvoeUr C4I/09 Confidential Treatment Requested by JPM-SDNY-00001906 JPMorgan Chase EFTA00155216 2010•MaY-02 11.06 AM .10MorganChM 212464-W1 3r5 J.P. Morgan Account Entity Power of Attorney J.P Morgan Investment Management Account 0. To grim ry instrucCOn WM respect to any irrvestirient Management Account, to motley the Asset aSootton Sancoy ter any Inver:meet itirwont Account CO desalt Nett souffle Ce other prOprty to ry Irriettlint Me noel:ref< Alaint or toPI order for IM Itthdrewsl, sr; exchange, or infer clIsPosCon Ccolercevely, 'DV:Whorl of aø' Nods, wart* r emir property from art Investment Mire's/meet =Owe, in acconlance with any Intrrtaons es the Attorney may pint; to gnu orders For Me payment of other Otspotiter et any inCOMII or proceed, at any Inverrnont Management Account, or proceeds Of any sal or other Dtsocetori of securities end other property r me Acrtiunt; Investment Management Account - limlbd power (transfors to other SP. Morgan account. only) K. To deport tunas, scut» or other property to any Investment Management Pe:count w to give otters for the wandraml, oft !change, or otter neortion (coreclovery 'JISpastona) of lny Rift% mamma or Orier property from any InveStrnent Managemunt Accost. In aCCOrdsrat with arty ~on es Me Attorney esty gives tot armed, d any such DhoosItkn will co arm orwy wan account of mire at Morgan over WIWI we Mn tosteg suthority; Credit Pledge; Security I. To borrow mcnsy ken I.P. Morgan, and to apply for anti soon Mon I.P. Kagan any tarns of alit% to ors rite any efrioMMU ettit 2.lo. Margin which nail Si *at or of MAPS to us, with out wt hot.: ataxy, to negotiate of *Wpm* any Ylicrumants, er neeethle tam*, rah or trcough I.P. morga4; to repay, dischswils settle, adittn, compl:mew Or Mutate ap ben, eallferan a llobllIty; co pledge, rrOrtrAll, hypotheate, emir. twofer, deposit or dower, vatte or to I.P, K mask/ ttr es additions, of substltrte warty; or ice sae or ether diLpOnca, roan, bona and ether mal hoar acccursb. Ch0000$ in aR1on end eery ottes tineibio or tnte netts property, and to mike EMMA:tan thefeaf, and to sae an Veto' upon Me MOM or snider Owed, to Mgr, coats and ek'naff any and addict men bore parrs, prosiess assidreeltss troSi rental, pledge rid Minty sereemeria and other Contra* end Iratrumanta h writing, with or witha.t tsar; to emote, give, maw, organ, accept and mules moot.; payments. procarty, nottel, demands, rostrum, reatpts. MIM', comprises art titstments; to valve notices, demonca, prolate end written end execute raven of every kind and rentun; to rear Into, inlet, malt" Other and kerns snits" apreernwhis urtertakincs and instruments or every Ideri led haturt. Account Adminiatnition 3. To tours a Ord and rearm infofmlleal riatiene te ams ACM". KaudIne but nat krihtd to, lynxes werraway rwyment end dapodt btfOIT4thir. K. To gra %semitone for Me intharrann. Internal and Merril Orono of ~it to an ewe." h ver Indivklusty or ~ t inder wrich we art a, or It Is our, lint or anneal owner. L To pkt up r athrWja recta mill Cr other infornetlon held by IA, Matgen, subject to ra terms of epolabte KeliMente with I.P. Morgan and to apostatee law and randeticn. M. To hart* and solarize all cart Wirt Veneer and funds Inner rstracricrts from my erteunrs r between my accagea. Morgan it entIttd to trio on the Peon of Attorney amnia err «ba" new our written Øen. A revocation vell rat effect or Imps': any Patna a obitgaata or curs *rang out Cf or naiad to the uven by an Snow of any power are reed leer before I.P. morpanb actual receipt of a mocation. ant rotorracybairowtrod to act on 4wr Shalt, in the semi manner and wren the Mn Wee and efta le if we had given tty InfInctIsil directly, and to do urging notgisary or Incident/. to r to effect Era inatnaken. In Order to Indira I.P. Mager to ea in :cap.:arcs with this Power of ~toy, ot agree l hokl I.P. ntar;v hennas from any Kiss or Nitta return; from acting of purported; to mar acerbic= wit [Ns Pone- or Attorney until I.P. ttoicone «tea. moan or written notice et retatton. This Nor Of Attorney that r0( be effected by my amemat piseselity, InapacIty or Incompetivai or that of urry trher prSOn cloning brow. This Power ot Attorney and or: etdgeCons ard "Mats Liae it mali bind our successors errl enure nns Poser of Attorney Mel be downed mite weer the law of the Stets of P.r. YON kr w. moons, Iftitorng (oftno.st limbo:on), ~traction. vaadirr, end red, end Mat be governed by aril law. W• pin awn Attorney full a utItcny tc do «YIN% no ert ty cretin necessary arro nor to be abloom In IrtOtettarCit with this Pan of Attorney, all as woe persondy doing It. We Wit" ret1N end conitrn evarythrig nat our Attorney has Ore or ohoa de by vita of this Power of Attorney. I do not *Oa my Attorney to make major term eceriassees my girt may Van any WOO titer provided by 3.0 Morgan (the - site) vil the imam« 24 mina day, aren Cell a week to act in the manrs I Mks% Ir tha S0~ Wow provitiec the furctlarolity k avant* vat the Stu Trait:15re Mitering wit than we einetan to complete May net be weenie via me Sat. Site imps by any MS:et* Person Is subject to the syseenerts and decimals Peened on the Soo Mtr3tFICATMed: By enetuting the Power of Anarrey Mr my man(*) et I.P. MOWN I am lick ~WV my Prir Pans N Attowley, lir I *Mort men then ere Agent. they Poll act In the merrier I Minute In Me ~Cure of enamors) (action LP Finnan Use OnN FINANCIAL TAUST COMPANY INC nue 2611116 SRN CAS 2 of 3 can miry c Simbeir/Intetar 0E/D9 Pa Confidential Treatment Requested by JPM-SDNY-00001907 JPMorgan Chase EFTA00155217 2010-Mar -02 r 06 AM JPtecirganChiat 212-464.011 a. J.P. Morgan Account Entity Power of Attorney J.PMorgan SIonatUre (a) end ACknowtedtlement of Attorneys) - Required tech ittamer WWI sign s3 tol)3•4; Two or inert attorneys may oath act singly trUais We box 4 checked C, In •'^olt ease any two mat ~My, wept my attorneys Will ahem act singly tor Dionne* treeing tie:metalline. c> „6, le-fact) and Tita IC. (iOr iaara„ DOB (mmr.Wyyyy) fther« bate (rnmirldrWry) SaanstureTattnmer in- ac) Dots Print Noma ar: tba Wee* DO* (rnmV0d/YrYY) Passport it Dare (rintietyyrr , Notoridetion/VAtnees is required for Attorney(*) (In lieu of notarization, this document may be signed befog. • J.P, Morgan officer, a U,S. diplomatic or consular official, a ;odes or ether court «Niel haying • nu, or any ~an suter rind by local law to ace algal the treider of ret) property) act h»' Tr* certyy that "Mt UM,: wand men ale on tt Art 20 10 known as tarttaary proven to me to be the [Inert troe(a)11 minte n ay end affereng hinsorey had thiltrgitt:TClatal ri:etcreguttgt ill>12kligennaL3Atilitfin: seanveleing:i 4.itr A-/P" be"Eltt.ctERC4" Notary Pubic. Stine of New Wet Srliurit Data "--s --4/4 icereierwr1 effiffifffraj4iil ComintaliOn Cliziret ra t? ouriro . HY taxtranIon Signatures) dy my signs %MI ham, "I Pon of Attorney n rare and on heidy and sdnewkdge that I on lily atithorttd to do lib untie licborty Cf (dint aN mit apply): • ertide/seaion ci the Vent duct the oppropflitt wad* C Crater o Arreies of Incorporator+ 0 Ltd« d Anotation O Pertndraio A:reamer< C 0peredng Agreernirt o arieirc Orgonbaton O Rosoltrion ddts board of Wrocton end other ooyemire camel:en adopted ca ✓ other documes doted tease Mai WWWW1 .4~0 osiudio Data Print Kane and The ;eintun (Duly Actriorqed Other) Ø Print Mane are tee Noterlaatton/WItnsee I. required for Duly Authertad Officer (In thaw of netansithm, this document may be dined Wort a J.P. Raw officer, a U.S. dfolornstk or consular official, a judge or otter court «Tidal haying a seal, or any potion liotherlsod B)-« *1 taw to scan owledp• the error« of reel property) P /OW,. Veår_ : paltry test Decals it)i/t 4a atbrarizi oecon me on Al * lean or einho ay gook' to the to ti the Inset this(*)) and stoned the tingeing Pow of Athamey, aCknOrdedging It td be the act d the «isme: an• tiry and Vet hod tea outhanty to envt• tee *raiding Pow edieg l i 24 3 Date kilt Nome and Mtn HARRY I. BILLER My commission expires: Ø o..hcr ttnij ye* No 01914853924 I coney mot ComtommusentitanFeb. 17, 2945 before mg on 20 known dr eatilniety prove tone to be the Inert Mean and Signed dui hanaptIng PAW of Attorney, larowledging It to be the act the nam« •✓efry and affIrrIng that easivattNey dad Ow authority to neta the foregoing Pamir. c> sivirturo Date Print Mate and nis tty tornmhadon osprey i.P. Morgan trso Cnly ~CAI. :RUST COMPANY DIC Tile 251:138 Stnl CAS 3 of 3 Casey Mary C asomprireecor Garda 047 Confidential Treatment Requested by JPM-SDNY-00001908 JPMorgan Chase EFTA00155218 Date(frunddyyyyj Box Number Form Type = "CITADEL" I 03022010 Doc Code Doc Code Doc Code Doc Code Account Nurrters 967 Account Numbrs Confidential Treatment Requested by JPM-SDNY-00001909 JPMorgan Chase EFTA00155219 NAP-03-2010(VE0) 13: II P. 005/032 ARTICLES OF INCORPOFtATION OF FINANCIAL TRUST COMPANY, INC . • •. We, the undersigned, for the pui poses of vsind ng to establish a corporation forth° uansaction of the business and me promotion and conduct of the objects and pin-poses heranaffer stated, under the provisions and najra to the requirements of the laws of the VirginInds of the United Sums (baritone!' called the Virgin is ands), and putiostarty the General Corporation Law of the Virgin Islands (Chapter I. Tide 13, Virgin Islands Code), as the same may be amended from amens to time, do make and file these Articles of Incorporation in writing and do certify-. ARTICLE I The pastorthe corporation (hereinata referred to as the 'corporation') is FINANCIAL TRUST COMPANY, INC. ARTICLE U The principal office of the empundion in the Virgin Islands as located a: 41.42 Kongetss Gist, St. Thomas, VI 00902, and the name of the resident agent of the corporation at that address is Paul Hoffman ART1C! till Without limiting Li any manner the scope and generality of the allowable fsnctions of the corporation. it is hereby provided that the corporation shad have the followieg purposes, objects aid powers: 1. To provide Fogit-al counseling and investment advice to clients both within and without the United States Virgin Islands, includrig serving as to ice and/or fiduciary for Itch crients and others To engage in any commercial, industrial, tgrieulonJ, marketing, trar.soortabon, or service activity, business, or enterprise calculated or designed to be profitable to the corporation. 3. To design, develop, manufacture, construct, assemble, instal, repair, maintain, prepare and compound and to buy, sell, import, expo; and othervise deal in commercial, industrial, agricultual, or other Muniments, appliances, tools, machinery, equipment, parts, supplies, accessories devices, preparations, compounds, and articles, and goods, wares, and merchandise of even kind. to maintain and operate laboratones and testing facilities of every kind and to any on the business of analysts, :esters, examiners, advisors, and tee/mical consultants with respect to materials, equipment, and processes of every kind and to any on research and experimaus with respect thereto Confidential Treatment Requested by JPM-SDNY-00001910 JPMorgan Chase EFTA00155220 NPR-03-2010OM 13 il p 006/032 Arizles of incorporation Page 2 4. To squirt, hold, maintain, and operate such plants, workshops, offices, stores, buildings, equipment, vehicles, and vessels as may be desirable for the proper conduct of the business herein referred to, and to do S perform every other act that may be legally performed, by a corporation engaged in such business. To apply for, acquire, register, use, hold, se, assign, or otherwise dispose of (either absolutely or by way of lease, mortgages, pledge, or license), to grant licenses with respect to and otherwise turn to account any letters patent of the eratai SWIM or of any foreign country, or pending applications therefor. and any inventions, Moprovancus, devices, lade secrets, formulae, processes, trademarks, trade rants, brands, laheis, copyrights, and privileges and any right, title, or interest thesein. To purchase, or otherwise acquire, take by devise, hold, own, mortgage, pledge, sell, enjoy or otherwise turn to retaim assign, and transfer and to kver, trade, and deal in goOdS, wares, and socrtryike, art real and personal propc-ty of every kind. To acquire all or any pan of the good will, rights, property, and business of any person, arm, association, or corporation and to pay for the same in cash or in stock or bonds of this corporation or otherwise and to hold or in way corner dispose of the whole or any part of the property so purchased, and to assume in connection therewith any hair :hies of any such person, 6nr, **speltSi, or corporation, and to conduct in any lawful tnanem in any place the whole or icy past of the business thus acquired To purchase,hold, sell, assigr, trarder, mortgage, pledge, c4- otherwise dispose ofthe shans of the capital stock of or any bonds, seasities, or evident ofindebtedness created by any odic corporation or corporations of the Virgin Islands or any other jurisdiction and, while the owner of such stocks, bonds, securities, or evidences of indebtedness, to exercise all the rights, powers and privileges of ovmaship, including the right to vote any stock thus owsted. To borrow or mist money to any amount permitted by law by the sale or issue of bonds, notes, &butane or other oblige:low of any kind and to secure the same by mortgages or other hens upon any and all of the property of every kind of the corporation. 10 To enter So and way out any contracts including eructing into joint ventures or paruwrshipe, :Sited or general, as United or moral partner, or both, for or in relation to the foregoing business with any person, Sim, association, corporation, or govern-salt or governmental agency Confidential Treatment Requested by JPM-SDNY-00001911 JPMorgan Chase EFTA00155221 NNR-03-2010(VE0) 1311? P. 00//032 Articles of Incorpoiarion Page 3 11 To conduct its business in the Virgin Wands aorl elsewhere in the United States and foreign COUZItna and to lave oboes within or onside the Vtrgin Islands and to hold, purchase, mortgage, and convey reel and personal property within or outside the Virgin Islands 12. To do all and everything necessary, suitable and proper for the atom/Ashman of any of the purposes cc the attainment of any of the objects or the exercise of any of the powers heran set forth, either alone or in connection with other Stns, associations, or corporations in the Virgin Islands and elsewhere in the United States std foreign cowries, and to do any other acts or trangs incidental or appurtenant to or growing out of or =rented with the said business, purposes, objects, and powers or any pan thereof not inconsistent with the laws of the Vugin Wands, and to aerate any and all powers now or berraftee conferred enumerated herein or not The purposes, objects, sad powers specified in this Article shall not be lintyd or restriaed by reference to the terms of any other subdivision or of any other Article of these Articles of Incorporation. ARTICLE IV The total number of snares of stock which the corporation is authorized to issa is I OCO shares of common stock of no par value, no preferred stock is authorized. The Oil:I= amount of taPitaj with which the corporation will annunenee business is 51,000.00 ARTICLE V The name and place of residence of each of rite persons forming the corporation are as follows . Rarban higrum Weatherly 2-21 Bonne Esperance St. Thomas, WO Islands Jennie-1y= Falk 38 Ridge Road St Thomas, Virgin Islands Dale R Kehsel Skyline Village NM 4C Estate Joseph & Rosendahl St. Thorn's, Virgo Islands Confidential Treatment Requested by JPM-SDNY-00001912 JPMorgan Chase EFTA00155222 MAR-03-I0i0!WED: 13: 12 008/032 Articles of Incorporation Page 4 ARTICLE VI The corporation is to have perpetual existence ARTICLE VU The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be nibjex ARTICLE VII For the management of the business and for the condo° of the antis of the corporation, and in Slather creation, definition, limitation, and regulation of the powers of the cotporazion and of its directors and nockholders, n is Sat provided: I The =her of &reams of the corporation shall be fixed by, or in the warmer provided in the By-Laws, but in no ease shall the number be less than three The directors need not be stockholders. 2. In firtherance sod not in limitation of the powers conferred by the laws of the Virgin Islands, arid subject at all times to the provisions tbereoC the Board of Directors is expressly authorized and empowered' a) Subject to the right of a majority of the tockholde, to &mend, repeal, alter or modify the By-Laws at any regular coaxing, or at any special meeting called for such purpose', to make, attar wet repeal By-Las, not inconsistent with any misting law, faxing or altering the manages:tax of the property of the corporation, the governing of its affairs, and the manner of certification and transfer of its stock. b) To authorize and issue obligations of the corporation, secured and unsecured, to include therein such provisions as to redeemability, torwertibility or otherwise, as the Board of Directors m its sole discretion may determine and to authorize the tr.ortguging or pledging cf,' and to authorize and cause to be execJted mortgages sod liens upon any property of the corporation, real or personal. including after acqued property. c) To determine whether any, and, if any, what part of the net profits of the corporation or of as net assets in excess of its capital shall be declared in dividends and paid to the stocicholders, and to direct and determine the use and dispoition thereof Confidential Treatment Requested by JPM-SDNY-00001913 JPMorgan Chase EFTA00155223 afIR03-2010(VE0) 13: 12 P. 004/032 Anieinakkoiporation Pale 4) To contract in the name of the corporation with individual members of the Board of Directors in their ndividual capacity or as representatives of any firm, association or corporation e) To sell or otherwise dispose of the real or personal property of the corporation. ' f) To sat apart a reserve or reserves, and to abolish 941resew or reserves, or to make such other provisions, if any, as the Board of Directors may deem necessary or advisable for working capital, for additions, itrcrovanents and betterments to plant and equipment. for expansion of the business of the corporation (including the acquisiuon of real and personal property for this purpose) and for any other purpose of the corporation. g) To establish bonus, profit-sharing, pensioe, thrift and other types °fracas:No, compensation or retire:nett plans for the officers and employees (including officers and employees who are also directors) of the corporation and to fix the amounts of profits to be 6=1:wed or shared or contributed and the mown of the corporation's funds otberaise to be devoted thereto and to determine the persons to participate in any such plans and the amounts of their respective pan ticiparion h) To issue, or gram options for the purpose of shares of stock of the corporation to officers and employees (rneJudang officers and employees who are also directors) of the corporation and on saes terns and conditions as the Board of Directors may from time to time determine. i) To ester into contracs for the management of the business of the corporation for terms no: exceeding five (5) years j) To exercise ail the powers of the corponuinn_ except such as are conferred by taw, or by that Articles of Incorporatioo or by the By-Laws of the corporation, upon the stockholders. sayjcuLus Any person made a party Iowa-he:wise involved in any action, suit or proceeding, by reason of the fact that he is or was s director, resident agar or officer of de corporation or of any corporation in which he served as such at the reccumn of the corporation, shall be indemnified by the corporation against any and all wnourats, coins and expenses, including but not firnited to, attorneys It, amounts paid upon tidgrrierts or awards or in settlements (before or after suit is convnenced). Confidential Treatment Requested by JPM-SDNY-00001914 JPMorgan Chase EFTA00155224 NAR-03-2010(11ED) 13:13 P. 010/032 Articles of incetporerson Page 6 actually and necessarily incurred by or imposed upon him in connection with such action, suit or proceeding, or in conneCtiCal with cryappeal therein, except in relation to mana's as :o which it shall be adjudged in such action, suit or proceeding, or in COrileCti011 with any appeal therein, that such officer or director is liable for weal misconduct in the performance of his duties. The provisions of this Article shaD not be cleaned exclusive of any other rights respecting indannification to which one seeking indemnification may be entitled and shall not be read to limit or restrict any applicable provisions of law, nor to further limit the corporation as respects Mdenintiteati on. The rights respecting indernnifitaition refried to barn shall inure to the benefit of the heirs, executors and adrunitaistors of any person entitled to indemnification. AKTICLE X The cotpotation reeves:he right to amend. alter, change, or repeal any provisions contained in The Amides of Incorporation in the manner Dow or beret pray bed by statute and all rights conferred upon stockholders he are granted subject to this reservation. IN WITNESS WHEREOF we have made. signed and oclencrwledged these Articles of Incorponuon this /limy of It;ov4 r-5—' 1998 .1 7 Barbara Mignon We tits lowerlyon Falk TERRITORY OF THE VIRG:Ilg ISLANDS) )ss. DIVISION OF ST THOMAS B. ST JOHN ) The foregoing iranunvz was acknowledged before me this ) day of 1998, by Barbara lifignon Weatherly, Jennie-him Falk aid Dale B. Michael. 1 /1 6 2" 2i i — ?fixery‘ubfio Paul Helmar Ceres Gorse Au V. 310 Mart %Lk OnOliali N7 Lien* Confidential Treatment Requested by JPM-SDNY-00001915 JPMorgan Chase EFTA00155225 I014-03-2010(d0) 13. 13 P 0111031 BY-LAWS OF FINANCIAL TRUST COMPANY, INC. ARTICLE I =Us SECTION 1. fa:it:J.312a The capital of this corporation shall be divided into ION non-assessable shares of no par value common stock SECTION 2. cetifiegtajlrihnun The ceni ficates for shares of the capital stock of this corporation shall be in such form, not inconsistent with the Mt of Incorporation of the corporation, as alai be prepared or be approved by the Board ofareams. The certificates shall be signed by the President or Vice President, and also by the Secretary. Certificates lazy be issued for fractional shares at the discretion of the Board of Directors. SECTION 3. arks% Shares of the capital stock of the corporation shall be transferred by aklorsanent of the certificates representing said share; by the registered holder thereof or his attorney, and their surrender to the Secretary for cancellation. Whereupon the Secretary shall issue to the transferee or transferees, as specified by the endorsement upon the surrendered certificates, new centicates for a like nunta of shams Transfers shall be made only upon the books of the corporation and upon said surrentia and cancellation, and shall entitle the transferee to all the privileges rights and tees of a sharebada of this corporation. SECTION 4. Cloning of Trenfrer Books. The stock books shall be dosed for the meeting of the shareholders, and for the paymatt of dividends during 'Joh period, not exceeinig, forty (40) days, as from time to time, may be determined by the Board ofDimmers, and dining such period no stock shall be transferred upon said hooka SECTION 5. Les Ger:if:Qua In case of the loss of any certificate of shares of stock, upon due proofby the reostered holder or his representatives, by affidavit ofsuch loss, the Secretary shall Bate a dupliane certificate in its plum, upon the corporation being fully indemnified therefor. SECTION 6. Dividends. The Board ofDittmar', inits discretion, from time to time, may declare dividends upon the capital stock from the earned surplus and net profits of the corporation. SECTION 7. Corporate Seat. The Board of Directors shall provide a suitable corporate seal, which seal shall be in charge of the Secretary and shall be used by him Confidential Treatment Requested by JPM-SDNY-00001916 JPMorgan Chase EFTA00155226 kif•P-:3-VC:V;3: ' 3 '3 CR/312 By-Laws Page 2 ARTICLE El SHAREI-IOLDERS' MEETING SECTION 1. rrme_ Plus, and Purgost Meetings of the shardialders of the a:spot:non shall be hold annually 4 the principal place of business of the corporation in St Thomas, Virgin Islands, or at such other place within a without the Virgin Islands as the notice of the meeting shall specify, at ten o'dock A.IvI, on the 6th day ofNovember ofeach year (beginning in the year 1999), ifnot a legal holiday and ifa legal holiday, then on the day following, for the purpose ofelecting cartoon, and for the transaction of such other business as may be brought before the meeting. SECTION 2. 222aUsjggi t Special meetings of the shareholders may be called by the President and Secresary, and shall be Sled by either of them at the request in writing or by vote of a majority of the Board ofDirectors, or at the request in writing by shareholders ofrecord owning a majority in amount of the maim capial stock of the corporation issued and outstanding. SECTION 1. b:293. written notice of any shambolded meting shall be mailed to each shareholder at his lair known address, as the Slate appears on the stock book of the corporation, or otherwise, at least ten (10) days prior to any meeting and any notice of special meeting shall indicate briefly the object or objects thereof Nevertheless, if a shareholder waives notice of the meeting, no notice of tbe same shall be required to him and whenever all the shereholders shall meet in person or by proxy, such meeting shall be valid for all purposes, without earl or notice and a: such meeting any corporate action shall not be invaSd for want of notice. SECTION 4. Doman. M any meeting of the shareholders, the holden of a majority of all the voting shares of the capital stock of the corporation issued and outstanding, present in person or represented by proxy, shall constitute a quorum Meetings at which l*ess thin von= is represented may, howeva, be 45ourned from time to time to a further date by those who attend, without further notice other than the announcement at such meeting, and when a quorum shall be present upon any such adjourned day, arty business may be transomed which mien have been nansacted at the meeting m origindly called SECTION 5. yoljng. Each shareholda shall be entitled to ore (1) vote for each share of votmg stock standing registeed in his or he name on the books of the corporation, in person or by proxy duly appointed in writing and filed with the Sweaty of the meeting, on all questions and MettOrts. No proxy shall be voted after one year from its duo unless said proxy provides for a longer period. Any resolution in writing, signed by all of the shareholders eahled to vote thereon, shall be and constitute action by such shareholders to the effect therdo expressed, with the same force and effect Confidential Treatment Requested by JPM-SDNY-00001917 JPMorgan Chase EFTA00155227 KAP-03-2010(YED) 11. 16 P 013/03? Fly-Laves Page 3 as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed stall be inserted in the Minute Book of the Corporation under its proper date SECTION 6 Ontariration The President shall call meetings of the shareholders to order and shall act as ettainnan of such meetings, unless otherwise detemined by the holders of a majority of all the shares of the capital sock issued outstanding, present tn person or by proxy. The Secretary of the corporation shall act as Secretary of all meetings of the ea-portion, but in the absence of the Secretary at any mating of the shaft:beide: or his inability to act as Secretary the presiding offer( may appoint any person to am as Secretary of the meeting SECTION 7. Inspectors. Whenever any shareholder present at a meeting of shareholders shall request the appointment of inspector. a majority of the shareholders present at such meeting and entitled to vote thereat, shall appoint inspectors who need not be shareholders. If the right of any person to vote at such meeting shall be challenged, the inspectors of election shall determine such right. The inspectors tail receive and count the votes either upon an election or for the decision of any question and shall determine the result. Their catifacte or any vote shall be prima facie evidence then:of SECTION S. giving Notice Any notice required by statute or by these By-Laws to be given to the shareholders, or to directors, or to any officer ofthe corporation, shall be deemed to be sufficient to be given by deporting the seam in a post office box, in a sealed, postpaid wrapper addressed to such shareholder, direaor, or officer a: his last latown address, stud such notice shall be deemed to have been give at the time of such mailing SECTION 9. bizi4:62:jere Every pan becoming a shareholder in this corporation shall be deemed to assent to these By-Laves, and shall designate to the Secretary the address to which he desires that the notice herein required to be given may be sent, and all notices nulled to such addresses, with postage prepaid, shall be considered as duly given at the date of cnaiEng, and any person failing to so designate his address shall be deemed to ban waived notice of such meeting. ARTICLE ID DIRECTORS SECTION 1. plumber. Chissi5cation_and Term of Office. The business and the property of the corporation shall be managed and controlled by the Board of Directors. Confidential Treatment Requested by JPM-SDNY-00001918 JPMorgan Chase EFTA00155228 NRIP-03-2010(WED) 131 11 P 114/332 By-Laws hge4 The number of Directors shall be three (3), but the number may be changed from time to time by the alteration of these By-Laws. The first Board of Directors of this corporation shall hold office until the first annual meeting to be held immediately after the first vir.ual meaty of shareholders. Directors shall hold office for the term of one (I) year, and/or will that successors err elected and qualified. SECTION 2 ?Lamar Magipg The directors may hold their meetings in such place or paces within or withein the Virgin Blanes as a majority of the Board of Directors may, from time to time, determine. SECTION 3. Hestia Meetings of the Board of Directors may be called at say time by the President or Secretary, or by a nutjority of the Board of Dimmers. Directors shall be notified in writing of the time, place and purpose of all meetings u f the Board, cat* the regular annual meeting held immediately after the annual meeting of shareholders, at Ins: See (3) days pr.oe thereto. Any director shall, however, be deemed to have waived arch notice by his auendance at any meeting. SECTION 4. Qom. A majority of the Board ofDirectors shall constitute a quorum for the transaction of business, and if at any meeting of the Board of Directors there is less than a quorum present, a majority of those presets may adjourn the meeting from time to time. SECTION 5. Manner of Actin At ail meetings of the Board ofDirectas, each director present shall have one vote, irrespective of the number- of shares of stock if any, which be may bold Except at otherwise prrnided by statute, by the Certificate of Incorporation, or by these Bylaws, the action of a majority of the directors present/tray meeting at which a quorum is presan shall be the act of the Board of Directors. Any action authorized. in iv:Mug, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the as of the Board of Directors with the same force and effect as if the same bad been passed by unanimous vote at a duly called meeting of the Board. SECTION 6. bar& and Vet/sees Any directors may be removed by a majority vote of the Board ofDirectors, and vacancies in the Board ofDirectors shall be filled by the remaining members of the Board and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the nett annual meeting of the stockholders or at any special meeting duly called for that purpose. SECTION 7. Corppensgion. No director shall receive any salary or compensation for his services as director, unless otherwise especially ordered by the Board of Directors or By-Laws. Confidential Treatment Requested by JPM-SDNY-00001919 JPMorgan Chase EFTA00155229 MAR-03-2010(YEID 13:14 P. 015/C32 Brim papa 5 ARTICLE IV OFFICERS SECTION 1. flgagg. The Board of Directors shall select a Presider., &Secretary and a Treasurer and may idea one (1) or more YKe-Presidents, Assistant Secretaries or Assistant Treasurers, who shall be elected by the Board of Directors al their regular annual meeting held immediately after the aeljeurranen of the regular annual stockholders' oieeting The term of office shall be for one (1) year and until their successors are chosen. No one of such officers, except the President, need be a director, but a Vice-President who it not a director, =mot succeed to or fill the office ofPresi dent Any two (2) of the above-named office, except those ofPresidear and Secretary, may be held by the same person, but no officer shall execute, acimowledge or vet* any instrument in more than orte (1) capacity The Board of Directors nay fa the salaries of the officers of the corporatiem. SECTION 2. The Board ofDireiaors may also appoint such other offices and agents as they nay deem necessary for the transaction of the business of the corporation. Ali offices and agents shall respectively have each authority and perform such duties in the management of the property and as of the corporatioa as may be designated by the Board of Directors. Any officer or agent may be removed, or any vacancies filled by the Saud of Directors whenever, in their judgment, the business intents of the corporation will be saved thereby. SECTION .1 The Board of Directors may secure the fidelity* of any or all such offices by bond or otherwise. ARTICLE DeTtES OFDFFIQFiS SECTION I. proitkr.1 The President shall be the diner exeatve officer of the corpotaion, and in the recess of the Board of Directors shall have the general control and management of its business and affairs subject, however, to the right of the Board of Directors to delegate any specific power except such as MELy be by statute exclusiveiy conferred upon the President, to any other office or offices of the corporation He shall preside at all meetings of the directors and ail meetings of the shareholden, unless otherwise determined by a majority of all the shares of the capital stock issued and outstanding, present in person or by proxy SECTION 2. Vice-President. In case the office of President shall became vacant try death, resignation or otherwise, or in case of the absence of the President or Its inability to discharge the Confidential Treatment Requested by JPM-SDNY-00001920 JPMorgan Chase EFTA00155230 mf0-03-N310(19) 13• ld P 016/1332 By-Laws Page 6 duties of his office, such duties shall, for the time being. devolve upon the Vice-Prteident, who 511311 do and perform such other acts as the Board of Directors may, from tårve to time, authorize him to do, but a We-President who is not a director cannot ammed to or fill the office of President SECTION). Treasurer. The Treasurer shall have custody anikeep account of all money. Inds and property of the corporation, unless otherwise determined by the Board of Directors, and he shall render such accounts and present such statement to the Board of Directors and President as may be required of Mm. He shall deposit all funds of the corporation which may come into his hands in such bank or banks as the Board of Dimmers may designate He shall keep his bank accounts in the name of thx corporation and shall Subic S books and accounts, ar d reasonable times, to any director of toe corporation upon application at the office of the corporation during Mitten hours. He shall pay out money as the busir.ess may require upon the order of the property constituted officer or officers of the corporation. taking proper vouches tierefor, provided, however, that the Board of Directors shall have power by resolution to delegate any of the duties of the Treasurer to other officals, and to provide by what officers, it any, all bills, cotes, checks, vouchers, orda Of other ins:noncom shall be cotimereigncd. He shall perform, in addition, such other duties as may be delegated to him by the Board of Direr -ors SECTION 4. ~nary. The Scanty of the corporation shall keep the mirastes of all the meetings of the shareholders sad Board of Directors in books provided for that purpose; he shall attend to the giving and receiving of all notices of the corporation; he shall sign, with the President or Vice-President, in the name of the corporation, all contracts wheezed by the Board of Directors and aim necessary aha 1 affix the corporate seal of the corporation thereto; be shall have charge of the certificate books, transfer books and stock ledgers and such other books and papers as the Board cfD may disect; all of which shall at all reasonable times be open to the ocamination of any director upon application at tbc office of the Secretary, and in addition such other duties as may be de:egated to him by the Board of Directors ARTICLE VI AMEN= The sharMolden or the Board of Directors may alter, amend, add to or repeal these By-Laws, including the fixing and altering of the number of members of the Board ofDireetors; provided that the Board of Directors shall not make or aka any Ity-Laws fixing thda qualifications, classification, or term of office. Confidential Treatment Requested by JPM-SDNY-00001921 JPMorgan Chase EFTA00155231 CCeriffillft% Datermmddyyyyj Box Number Form Type = "CITADEL" 11061998 SIMONSON. Doc Code Doc Code Doc Code Doc Code Account Numbers 182 Arcrkint Numbers 1 Confidential Treatment Requested by JPM-SDNY-00001922 JPMorgan Chase EFTA00155232 RECEIVED JUN 2 7 2008 be/1th Confidential Treatment Requested by JPM-SDNY-00001923 JPMorgan Chase EFTA00155233 HARRY I SZLIZIt Date(mrnddyyyy] Box Number Form Type = *CITADEL' 06212007 1 Doc Code Doc Code Doc Code Doc Code Account Numbers 925 Account Numbers Confidential Treatment Requested by JPM-SDNY-00001924 JPMorgan Chase EFTA00155234 RECEIVED JUN Pas \barrenK 11-)dgke ii-30- otOP 61/0 JPM-SON,00001925 EFTA00155235 AP MU= K itIDTKIt Date(mmddyyyyj Box Number Form Type * "CITADEL: 06212007 Doc Code Doc Cods Doc Code Doc Code Account Numbers 925 Confidential Treatment Requested by JPM-SDNY-00001926 JPMorgan Chase EFTA00155236 RECEIVED JUN 272 Confidential Treatment Requested by JPM-SDNY-00001927 JPMorgan Chase EFTA00155237 .- FDat Canneries DARREN INDERE e{rnmddyyyyJ Box Number Form Type = "CITADEL" 06252008 Doc Code Doc Code Doc Code Doc Code Account Numbers 925 Confidential Treatment Requested by JPM-SDNY-00001928 JPMorgan Chase EFTA00155238 RECEIVED JUN 2 7 2058 Confidential Treatment Requested by JPM-SONY-00001929 JPMorgan Chase EFTA00155239 CortrivIs HARRY BELLER Datelmmddyyyyl Box Number Form Type = "CITADEL" 1 06252008 I Doc Code Doc Code Doc Code Doc Code Account Numbers 1 VI I I I 1 L Confidential Treatment Requested by JPM-SDNY-00001930 JPMorgan Chase EFTA00155240 NAP.03.2010(WECI 13: 10 033.I32 FEWICIAL TRUST COMPANY. ]IBC The unCeirsirad. being the sole shesholder ofFiratthl Tnrx Coe:Terry, Inc., I United Starers Virgin Wands oceporarion (the - Oxycea5oni , it lieu ofboldiog a. me ng. does b‘..oby cores to die adoption of the following =latic es and the taking of vI radon recnsited or permitted thertbr WRE3FAS, on September 21, 2077. Jaffrey E. Epstein resigned n a doer Wt or t c Corporation aod ante:tat1r 11w number of direcurs of the C.erpo ratito las beer rcd-xed to two &rectors: sod WHEREAS, Arid: 111, ScerAot I of the By-Laws of the Corpor ation requires that terc be rimse ritzy:1;n of dm Corporation; NOW, THEREFORE BEIT RESOLVED, int,effective as of Soper* 21, 2067, tbe follow ing persons be, and tact of esem herd's. elebed no &emir of the Corpor ation, each no cc Loci: his or ha succosor b duly elected by the sole shot-71-31dr of the Corporal's.' and shCI have gottli5rhi, or until his or l>a °mike coca. or ranCrillS. aticb S.".,.:11 be firs to Glatt DarrenK Indylre Cecile De Jon)h Jar= Brennan And be it FURTHER RESOLVED, that all persons airrerely the Corporation who war hard= clad as directo serein at dircaon of rs of the Cceporition ether tan purl = to the ittanodittz4 Preceding few:olden, 2 director of the COn2Oreirl. be and oath atm hereby is, removed as Dated: September 21, 2007 (so Confidential Treatment Requested by JPM-SDNY-00001931 .1IDMoraan Chase EFTA00155241 P 00?/032 090-01-2010(1(01 13:10 FINANCIAL TRUST COMPANY, INC. The undersigned, bang all of the clamors of PbPancial Trust Company, Inc., a Domed Stoics Virgin Islands onmaration (the"Corporation"), in has of Imbibe.% a meeting, do henby consent to ihe adoption of the NI:swing reaolutsons and the tslzing of ail action required or permitted thereby RESOLVED, etas 6e following persons bc. and eacc of them hereby is, setered to hold the office of the Corporation set forth 39,CSIM stark pason's name below, each to serve as such umal his or her succasor *all have been duly selected by an Board of Directors of tie Corporzion sod shall haw quakfied, or until such pawn's ettuft death, resignation cc removal, %bid ever shall be fat to occur. Presidert Duren 1C Indyka Vice President. CeraleDe Song's Vice President Larne Braman Treesizer. Seta Brenta° Secretary. Cent De Jong!' And be rt PUTMIER RESOLVED, that all pastas tornedy serving as officers of the Corporation, who were heretofore selected as officen of the Corporatioe other than pursuant to the immediatety preceding rescind" be. and each of them hereby is, removed es in officer of die Corporation. Dated: Septtmber 21, 2007 dr Confidential Treatment Requested by JPM-SDNY-00001932 JPMorgan Chase EFTA00155242 commra Number Form Type = "CITADEL" Doc Code Doc Code Doc Code Doc Code Account Numbers 150 J L Confidential Treatment Requested by JPM-SDNY-00001933 JPMorgan Chase EFTA00155243 2010.Mar•Ol 04 13 PM JOhterbariChaso 212464.031S 3.P. Morgan Entity Resolution Form J.P. Morgan CWAA 011 JONCII4 , the Santry (or duly authornec ofNor) of hIPOWCW- IR COMMIE (the sErfAyl dvy slated under tan Bea of MBA/Mai On; hereby curly that the blowing U a true end complete ccci of reinistIore In d by the goywnin2ogr Of the tiny by unanimous voltam comae or at a mooting h on tie rc day of , at which a owner. of tie goyerrrg body was Present artd born° erel that these reaclution rave not bean tended or rook*, and an now in fob force and Oka A. Authorized Signers In thee spats, 741.bil flat. to rames or doles, the priors iudiorfted to Sign or an Pasant to tha reel states hunted below (signarli must be derirriod n each recAtion H passed). tin, loth signer nay ad LOWY wail the hes Wilke "silt( which means Tet erry two sonars matt act Jointly, except with:rood persons Shin inns kt Sly for aftWerno Van nonsietions. rci .„ owe Print Planner of eim Korreintip Wei K INDYKI SOrgng te Jointly o Singly att. of Print Mawr of Were/TIM GISSO0001rari Sanwa ■ .1olitly C Singly cm of Prot Minna of Sr t(aironite HAPOCk-bASSIS4- Scn!rs ▪ Jointly O sigh Date of Pent trannet of Seth Nanerbe ScrY4 t3 Salty • A photocopy of a curvet cetabott Or another government Thud It) and are otos**/ far tech signer Rated above. Muse check the knobs the haft of any inc or more of the follovAng reooliatfono whkit have been seeped. It the lire to the left of any particular lettered subdivision Is not choend, that resolution has not been adopted. I. tanking and Custody X 1. MISCXYR), that the IM vitae *Ooritifite above in subarea:I to rinse urea doge% and cortroly a=lanz Wmorsa 1 Own nark, N.A. or a Morgan Millet ;r10lutd Jolty or alion/voiy, 1.11. Morgan" and irty soccittion or anions chetigratrg 1 P. `Solon at depository Obi funds and nateree d it e securities of the Entity and to ad on bite of the Entity in al motets nagarcirt the Ertny's boring and away aaotrin Wth 1.P. Morgan se they It than Careton determine. C. Investment Management 2. ittSOLVEL the the P kw s sper$401 Stove are avriorited, Ir the rang etc do behalf of the Entity % execute in rwastmert management agreement deOgnitino ecegen as the Enrtyl invearnent manager, to denier or modify any Met alteration puldelne, negate. or Otte inatructien, and to at on banal d too tntty N I: moons figarairc the entre inflator* rraniegernont acknints with I.P. Mangan. O. Brokerage 3. RESOLVED, bat those persona Iderttfled Steve are intiorted Ir the rums and on bear of ma Entity to amino o Oroiramoi Weer suth 11. Merger Soeunteen Inc and any SuCOMOrs or oressone; to surchato on margin or ahem*/ and boron for a Secured or tracer bale) from, Se (Ifitkieng short ants Ina margin aCCItont), and lend (on a secured or unsecured bads) to, end to otherwise erne, into trareactkne of any KS with Megan wth resold to any and te contra end financial Irstr.unents struesooser u wrilet 1.P. Misr :My ditE, troker or ad as COunttrperty from time to dmi; to erne Into any derhathe trentoctions with meta to pie feraeoirg, inei..dIng net the counter nay dsrivethiss and etnictured tient:actions (Incholtrig, but rot itnItord to oodons, saps, collars, spa and room); papa any Nets or Instruments for Me purposes of searing the Entitle obligstiori YAM mooed to the forgoing to Miter and opera!, are or more browses or other accounts 1- concoction with foregoing Winne, and transmits; and, to act or behalf of the tIntlty in all rapt% Morin? VW Entityls brokenly, account E. Credit 4. itsoiseu. Rat trie PerStris retried above are Lit/lanced it re name and on behalf of the Endty: to borrow from Ire to ern, from 114. Minim Km et Merl. fir periods of the arc uPen terra a may to nem in 0* diecretiOn hem advisable; to execute rotes or otter obegerdara to Siena borrowings; to enter aro ogroarnants win respect to borrowings. to discount with 1.P Mow any bins or Mitts reddiaillial bff tht Web uoon act resider, rosy Saari ;roper, to so,* for end obtair lances of tilde and to rout! opolkatere, toss that receipts and as other doornails In confliction thaw*: to mute and delve, In Cab discreet" any "Arra& ladWitlitY Krientert or tridinekings beamed necessary or anitsabe to Carry OA the WPM and &tont of the foregoing neoluilom to pledge any of the assets Or popery of this EntlY, for the te-rbose Of Mtng any of the tomer* trarsacrons or any tronsettbn entered into by any *ewe witty Cr Parbrai ant to endorse elliartile Vigor 02 taut InBco011ni posers of attorney, documents a assignment In fortherinai thereof. IP, Mown Use Onht erukatuiLliter CemPANY INC Moe snug EN gibMOWS CAS Il banturfInvietor 11,005 Confidential Treatment Requested by JPM-SDNY-00001934 JPMorgan Chase EFTA00155244 22'e. re l• I's 11 tt .2rir tu• :mete £•I 41 :31 J.P. Morgan Entity MOSOMIOn Form J.PMorgan P. General inns vie. riot dram ortetttels isnot' Ii ant seePa n tie maw hero rye A. Ps AUTIY4ilt I2 COMO* tAll JAW billete2 wakens, tent , Enchant my tar pearl by v rate tnaltrart atan,..04 to ; V Kern., gm gay utrI 37ertvICK test stride in IA end seen ont.t J.P. tartan test, merit wren min to ita tottery ADM ire Ent tv &I 5 Itt501StV. snit Ply tratarar CM trot *Abend ty (nay Firma. vg rtsettOons 1.1 tt Lt Kt. (nut are ragtag lf. ripens flifittA2, eeelliere4 sree reinee; sad . 7. ALSOWED. Pit say raturron amen to : P. Hagen N the Stretiry, r OVer Sy isolate e'er et be etty hu h tome* le NI Ives ve erect rota IP. Main tit men umninon tr I tureraravt rtaalser ere taro„ tatettlivi et intend v any argent aurirtuti to alt tenpeenscrny retold r.8 may ',rat ten Wet Ki d rowan by 21. (vie 3%el w rle totems 21 k. et a day, trait 411.0 r no t. int le ins nw-re• AniCIVII2 tan fesakrav pc" lead tot tintOrtity Is &VIVI Mt to S to Trseactien ectureg warn thin one rgritura to °Mime µ,'or be en stet via be Site. Sle tnt9O ty any A and n d Oinn a fait:: :a es Wet Ills speryein One litigant in sat cc tray Wot its, herd an It KW G. Certification of Incumbency (Pertnenedp snowier not complete) The le Net terdicrie treuravry retie to smintrad nay, the ntnieliti alert int Ken ya; 0r: ten Isle err% es to ntre ere altars a ea !tire rata c• asorras te:O tr.ti, Racism Ft redid r PRIKettd and tort 0.4 in' be rut eel tt nny 6;41 contatut4 ,nroutienty a1a erv)rintre to vat for tee fr tev ted rea: ton Oita neretbed vet% a duly art rays tract to I lia et Warr ei ) Wirtan ore Pelt ram sure* C> Came Print hone old so Data fen Sete are 724 M. Signetore (Pertncrehlp) Poison: et a s-scs gs ran 1:tce c"; 'LIAM Pert It leylilitC1) Sevin-it DM. Pert frit /no 1111e 5 ire:hrt Oita h !tre ine • 5 t -.Mee Dete Art., 'WM OS ZS I. Signature (tntatEas other than Partnerships) : 11 WraSS C' verrlar I ten set Ty A: se Seeman (r env 4* eignotral Oar) 004 Mr, on ten ten day c. 11 4t c> Spero* Clafrehe Sril!! 1X';05tti. Wine , Prat 33.nt Set rmo 3.1 Pelle vs. Cry tirrzartrurneomme nt 111151 - spa Mamma oes 2 et 2 Itive wP Confidential Treatment Requested by JPM-SDNY-00001935 JPMorgan Chase EFTA00155245 Dateirrocklyyyl Box Number Form Type = "CITADEL" 1 09092010 Doc Code Doc Code Doc Code Doc Code Account Numbers 1049 Account Nurroers Confidential Treatment Requested by JPM-SDNY-00001936 JPMorgan Chase EFTA00155246 2010-Mar -01 Oe 13 PM "MorganChase 212.464.0311 3 • 'E J.P. Morgan Entity Account Application JP.Morgan A. Entity Information DIMIAMIXIO CIaIs of IICOtcornir/Ormanlaatkor I 1/0412 94 Cm ror or InCpTeritte/Ortithlfativi %/oleo isLANcs Primary Auto"ltd Comet penal DARREN IUD %! pyre 340 77S-2$26 more.y4 mom 6100 RED 0400Y, QUAATIMIS 8.3 Coy' ST THOMAS coofert,YIRGIN ISLANDS -4 zip 00902 The famine fields We noted for brokerage aid IM Accounts: Gnats Antes` taped Net Worth aAi Wien* ($)agpm 4. 470121 Anti (S) ; . i fv r ktivntaie sues) ($) WOMBM /001490, S. Account Information Tile of emounfoolme of oa i ress: FINANCIAL MUST COMPANY ONC, C/O AMERICAN YAOIT MOOR Corporator 0 itsereano rPICIPHC 0 Set frotirlacallo CAtot traocisable LI FOUntlertin 0 Limbo LiabilitY Company 0 Jrlacl ',Mbrity Pertnernip (2 Not for pre! : hake apo*ed to open Crie toltowing go.coott C Checking account 0 Money Market Deposit AcowntelavIngs O Ironttaulet Menegeffientrnini Par ty Marne (okeremonmV) 6 AmmtiBrOkerage 0 Atiet/CuMCCIY 1!Intl espy for of Creek 4M:seamy Asset Accourt 0 Ws IS Ctrs6 In Poem Pk; be molareti) east cmourn I wen n skublOct a Ms mot, nand Pfevis PMIn VialAnavot ram woo) sod M petdOod of COlaterN fOr Of my CRaGERY3 C. Ownerahip Information 3 Ws egevitery had opratIng roe% In ells'th any am gnat Or eitty nal 25% or non of trio rotterrimp Ateroati Gdfits (compin owner irlotirellan below) 0 No Corso leg %o' e C, COttalfig % Of 1"PrailligftiCrilra'irerie in I OO An Curler : 0 P" 2--4-1 - Date V !PRY. IT- La, rE - i t s 3 a Nta a' ear* 0 usun-afft in m- 04-y y y y roll ort Yr' twat %mtg. Cot voiing Conlroling % Choir CMIMf °minion 0 Date or attn. rnm- fl-PF1-01300 00-y y y y out or m .- ,-- Ily Oyc E0-c71 y Mime Numbs 0. Authodzoid Persona for Information Access TM %%owing inerNOC14 are tutMntittl to %Wry a ticvt ono recitys a2 infortnatkok ibtrt my KCVO* .no treencoons, inotkoling acorn CO 1=01informeton mate salsa' on ;.P. Morgan Prebges: pur e itt04 KAHN. WAY BZLIAR P.m' Brokerage Information (required for Brokerage ateounts only) 5i CrIliCkla2 tha boa MCI" orient to fl sootrofcc &tory G ar fkerletton sealing. but not linos to. cornmuniCatiteit PrimPactuallA are meramong end sat COOsronts relating to my sac Lioties ectMly fr II inviitMe2 Pt& r.bl inducting troll rag,tered a no unregiatenol One ut may be ranee by e-rrel recycling Va above tMall AOGran My objective tor this awn" (check one): CI Capital Prommoor name ..enanic-oi• o ta. an SPICI.CatIve or WOO, Invirents thirt moy gonna Noe returns bat may be flier tun ether Irreasinents acme I may iota all or part or try Investment (chock ono): b Are Warrnitte0 In Mb MCA 0 Aft Mat penrcee In Ink account Prirro'Y PgWCII d MOM. S Inveitmentt 0 Optima roan-a O ouwr Num lets% the number of roan al personal trotrag onionenai for the ipor±orrno party(s) or tige account' foreign Emerging stocks 20 bona 20 coasseina a1) exchange Markets 20 Ontione 20 I on* fag !mange acaunts wen the roafferig nnn: P. Mops Yoe OIN FINANCIAL TRUST COMPANY INC TAM 2.111311 PN 970798010CM I of 2 cony wary c BerkerIlmmitor 01110 1040 Confidential Treatment Requested by JPM-SDNY-00001937 JPMorgan Chase EFTA00155247 2010.Mat•01 04 13 DM »Mop,Gnus 212464-0318 uei LP. Morgan Entity Account Application J. P. M organ L Continuer, - brokerage Information (required for grokerage accounts only) Puthodzied Persons for brokerage trading -be scriowing IntihAduteit Mtn to trade r tre aØjnt (a loger bl Attorney or Rew)uUon will be required to ;rant fl %1 iusthortretton tc town Individuate!. Waldo", .• • t, my .99a. Of rent horny ~Oat e, or Ms b>e en „i dbectur, arts:lit* ofPar, torus: pew, rant or en wg; i d 10% ore NOR corooraeort weft: '3 Yes ink 0 ye', name of person Nan of torporafon if yes, Y the Corporation try:4d pbbeely on a U.S. stock sang& 3 Yet C: No Z. 1, my maim or another family neaCr or al Inethiteval rennin% ene account f ernpkyel by cr associated *Setif. Ør -Dealer. Yea if Wet 5•0101r-OsaNr PN•ist Preinik wirer. oirligiOn on corporate tetterheaC to oar o (Woking* or Margin ActOkait. Margin Account ItatmeridE Options Trading (rewind for sockstgo umbel options. OM" I Yu D Nc the-counter traded options or stnxtunid prodkais) Yee (8 Dertvethret Am:rowel form tail be rocpiraol) 0 Mo F. AgerseMort heve rad, urderstand and agree to this ~eon and ;Mot the Genre. norms for Accounts and Serving; and the Account krtront testy,sercaiwy for war chocking cc savings dog« ettrate. tMl Orentent, 00, n'ontimiinta Enten Onto to tete. )y tetra won altet and Requite* (el see tat our eisysementi. twoof to any Nitre account, product or olirvice net a rests, athowh cream *nets, pronto or strytcor May require additiOnii 000.chentition Agreement (teitnuOing this tippilitition) Y s mcurity agemei under AØ 9 of the Urdorm Cuntseir Code. et amended horn tene to time. t MW reed end canon to the terra of ).P. Morgan's Private Bank and Pitt' Watilth Mangment Prncy Policy, inputting no Tanner In which my Ireturtrien it ~dud and used, end tot upon opening en Knot W 1.R. Movie, Meat hank or Pilate Meet Igereogermant (together described ire the Private Client ettitnessa In 04 Poldy) Illy Ink/moron vet be Alt by one or inn ~tire of no Prato Crone bairoust enmity or carper « (se bud in the Polity) In Order to ~OA ta tir oro0Jaki ond terraces newt thcovgh the "ten Craig SUS!~ G. Pre-dispute Arbitration ay signing bekrie, I ecknovrodga my •greentont to ertittriito any cont.nownee arising out or the Marg:n or lerokiarogeo Agreements with J.P. Morgan %cunt*, Inc., In accordance with paragraph 6 or page 28 of the Goners Teruo that I have received. N. Signature A7 Whined *Iran are rewired to sign Wow Is . 's gayer" chants permi oriierolio: / /, C:). -- ---"\,i.. t LS a....- \< ..... DARREN K. notice SIgnatart Date Print Mani c> Ctlet± 10tCal Signature 00a Print Nora JEANNE DRENNAN S onat‘ni Debt lottnt Urns c> Slorettiro Diu Print Nome I P. On/Ian that OriPi FINKYCAI.TRtSr COMPANY IkC Tait 281138 RN 97079b0bOtiCAS 2d 2 cue), miry c Beniceranverne C6/39 1060 Confidential Treatment Requested by JPM-SDNY-00001938 JPMorgan Chase EFTA00155248 Box Number Form Type = "CITADEL" Doc Code Doc Code Doc Code Doc Code Account Numbes 1060 1 Confidential Treatment Requested by JPM-SDNY-00001939 JPMorgan Chase EFTA00155249 FINANCIAL TRUST COMPANY, INC. Unanimous Consent ofDirectors In Lieu of Meeting The undersigned, being all of the directors of Financial Trust Company, Inc. a Virgin Islands corporation (the 'Corporationl, do hereby consent, in lieu of holding a meeting, to the adoption of the following resolutions and the taking of all action required or permitted thereby: RESOLVED, that Darren K. Indyke, the President of the Corporation• acting singly, be, and he hereby is, authorized and directed. for and on behalf of the Corporation, to open and fully operate banking, custody, and brokerage accounts at Morgan, and may delegate full operational authority over banking, custody, and brokerage accounts to other employees, officers, or agents of the Corporation, such authority to remain In full force and effect until any one of the President. a Vice President. the Treasurer or the Secretary of the Corporation, acting singly, sends J.P. Morgan written notice to the contrary. Dated: March 8, 2010 ki a14 .4( C\Dt ta-14 1 Q_ Darren K. Indyke Cecile delon h • C g....vL( Jeanne Brennan C IC.-2Ces--v 010 Confidential Treatment Requested by JPM-SDNY-00001940 JPMorgan Chase EFTA00155250 I--- -rrnenli Date(mmddyyyyj Box Number Form Type = "CITADEL" 03082010 Doc Code Doc Code Doc Code Doc Code Account Numbers 010 t Numbers L Confidential Treatment Requested by JPM-SDNY-00001941 JPMorgan Chase EFTA00155251 WIR-03-201000E0) 13: II P. 000032 14. nrsitanis GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE A.MALIE, ST. THOMAS C-.11-99 1 sifilt4 C T,0 Au Zo Whom IL;r4ror gresenta tihall 0.1cmr: to tr -I i i 4, I, the undersigned, LIEUTENANT GOVERNOR. do iereby certify that I'DIASCIAL TRUST COVJANT, of the Virgin Islands filed in my oece on isomeeber 6. 1S9E as provided for by law. ArDele3 of Incorporation. duly acknowkdged: WHEREFORE the persons named in the said Art:cles and who have signed the same, and their successors. Are hereby declared to be from the date aforesaid, a corporation by the name ant: for the r..rFcraes se! forth in said Articles. with the right of suecemion as therein stated Witness my hand and the Seal of the Government of the Virgir. Islands of the United States, at Char. 30th Lott* Amalie, St Thomas. this day of n• Seimpyl.sr A a , 19-1A- to ., e st a. ab . UP? Ltuterumt Conorion foe the Virgin Wands Confidential Treatment Requested by JPM-SDNY-00001942 JPMorgan Chase EFTA00155252