EFTA00155209.pdf

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 ja F4 =C-aKr 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 ierwr icere--44 / 1 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,. Veå_r : paltry test Decals it)ii/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