EFTA01298957.pdf

GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES -o- CHARLOTTE AMALIE, St THOMAS, VI 00802 To Whom These Presents Shall Come: I, the undersigned, LIEUIENANT GOVERNOR, do hereby certify that FINANCIAL INFOMATICS, INC. a Virgin Islands corporation, tiled in the Office of the Lieutenant Governor on September 21.2012 as provided for by law, Certificate of Amendment Articles of Incorporation, duly acknowledged; changing its name to QUTHERN TRUST COMPANY. INC. WHEREFORE the said Amendment is hereby declared to have been duly recorded in this office on the aforesaid and to be in full force and effect from that date. Witness my hand and the seal of the Government of the United States Virgin Islands, at Charlotte Amalie, this 31.14 day of October, A.D. 2012. ORGY It FRANCIS Lieutenant Governor of the Virgin Islands SONY_GNI_00064350 CONFIDENTIAL - PURSUANT TO FED R.QQN(F IDENTIAL DB-SDNY-0027175 EFTA_00174853 EFTA01298957  igiiinf OEPARTmENT Or THE TREASURY u-IINTERNAL RHYME SERVICE CINCINNATI OR 45999-0023 Dote of this notice: 02-14-2012 lenployer Identification Mah er: Form: SS-4 FINANCIAL TNFONATICS INC Number of this notice: 9100 HAVENSIGHT 15 16 ST THOMAS. VI 00802 For assistance you may call us at: 1.800-8. 29-4.933 IF YOU WRITE, ATTACH TER STUB AT THE ENO Or THIS NOTICE, WE ASSIGNED YOU AN EMPLOYER IDEN TIFICATION NUMBER Th for applying for an Eeployer BIN Identification Number (BIN). This BIN will identify you, your We d s, even if you have no employee business accounts, tax retuassi gned you rns, and records. s. Please keep this notice in your permanent When filing tax documents, pal/ that you use your BIN and complete cents. and related corresponden name and address exactly as ce, it is very important may cause a delay in processing, shown above. Any vari result in incorrect information atio cause you to be assigned more than one BIN. in your account, or even n above, please make the correcti If the info rmat ion is not correct as show on uoing the attached tear off n stub and return it to us. Based on the infonsation rece the following form(s) by the ived from you or your represen date(a) shown. tative, you mush file Form 94183 Form 1120 01/31/2013 03/15/2012 It you have questions about the the phone nester or write to ferm(s) or the due date(s) us at the address shown at the top shown, you can call us at need help in determining your of this notice. If annual accounting period (tax you Accounting Periods and Methods. year), see Publication 538, . He assigned you a tax classifi representative. It in not a cation based on information obta legal determination of your ined from you or your binding on the IRS. If you want tax classification, and request a private letter ruli a lega l dete rmin atio n of your tax classificati is not ng from the IRS under the guid on, you 2004-1, 2004-1 I.R.B. 1 (or elines in Revenue Procedur may superseding Revenue Procedure e Certain tax classification for the year at issue). Note: elec Classification Election. See tions can be requested by filing Form 8032, Entity Form 8832 and its instructions for additional informat ion. IMPORTANT INFORMATION FOR S CORP ORATION ELECTION: If you intend to elect to election to file a Form 1120-S file your return as a small business corporation, must be made within certain time an • corporation must meet: cert £ramea and the ain tests. nal of this Informat instructions for Form 2553, ion is included in the Election by a Small Business Corporation. SDNY_GM_UX64351 CONFIDENTIAL - PURSUANT TO FED. R.QC?FINFIDENTIAL DB-SONY-0027176 EFTA_00I 7,185,1 EFTA01298958  tl It Corp No. 581871 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES —0 CHARLOTTE AMALIE, ST. THOMAS, VI 00802 Zo Zli Vib0M Int* *regents( *ha Come: I, the undersigned. LiHurl:NAM' GOVERNOR, IX) hereby certifies that FINANCIAL INFORMATICS, INC. Business Corporation of the Virgin Islands filed in my office on November 18, 2011 as provided for by law, Articles of Incorporation, duly acknowledged. WHEREFORE the persons named in said Articles, and who have signed the same, and their successors. are hereby declared to he from the late aforesaid, a Business Corporation by the name and for the purposes set forth in said Articles, with the right of succession as therein stated. Witness my hand and the seal of the Government of the Virgin Islands of the United States, at Charlotte Amalie, St. Thomas, this 8th day of December, 2011. GREWRY R. FRANCIS Lieutenant Governor of the Virgin Islands h : SDNY_GM_00064352 CONFIDENTIAL - PURSUANT TO FED R.QP NE IDENTIAL DB-SDNY-0027177 EFTA_00174855 EFTA01298959  ARTICLESOF INCORPORATION OF FINANCIAL INFOMATICS,INC. 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 hereinafter stated, under the provisions and subject to the requirements of the laws of the Virgin Islands of the United Status (hereinafter called the "Virgin Islands"), and particularly the General Corporation Law of the Virgin Islands (Chapter 1, Title 13, Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporatio n in writing and do certify: ARTICLE I The name of the Corporation (hereinafter referral to as the "Corporation") is Financial Infomatica, Inc. ARTiCLE3l The principal office of the Corporation in the Virgin islands is located at 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, US. Virgin Islands, 00802 and the name of the resident agent of the Corporation is Keflerhals Ferguson LIP, whose treating address is 9100 Havensight, Port of Sale, Suite 15-16, St. Thomas, U.S. Virgin Islands 00802, and whose physical address 9100 Havensight, Port of Side, Suite 15-16, St. Thomas, U.S. Virgin Islands. MerICLalli Without limiting in any manner the scope and generality of the allowable functions of the Corppgation , it is hereby provided that the Corporation shall have the following purposes, objects and powers: 4...y (1) To engage in any lawful business in the United States Virgin Islands. (,) (2) To enter into and carry out any contracts for or in relation to the foregoing business with any person, firm, association, corporation, or government or governmental agency. •.,) (''3) To conduct its business in the United States Virgin Islands and to have offices within the United States Virgin Islands. (4) To borrow or raise money to any amount permitted by law by the sale or issuance of obligations of any kind, to guarantee loans, other types of indebtedness and financing obligations, and to secure the foregoing by mortgages or other liens upon any and all of the property of every kind of the Corporation. (5) To do all and everything necessity, suitable and proper for the accomplishment of any 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 end elsewhere in the United States and foreign countries, and to do any other acts or things incidental or appurtenant to or growing out of or connected with the said business, purposes, objects and powers of any part thereof not inconsistent with the laws of the Virgin Islands, end to exercise any and all powers now or hereafter conferred by law on business corporations whether expressly enumerated herein or not. The purposes, objects and powers specified in this Article shall not he limited or restricted by reference to the terms of any other sulxlivision or of any other article of these Articles of Incorporation. , , V SONYGM_00064353 CONFIDENTIAL - PURSUANT TO FED R.QPN(F IDENTIAL DB-SDNY-0027178 EFTA_00174856 EFTA01298960  AgrICI E..1Y The total number of shares of all classes of stock that the Corporation is authorized to issue is Ten Thousand (10,000) shares of common stock at $.01 par value; no preferred stock authorized. The minimum amount of capital with which the Corporation will commence business is One Thousand Dollars ($1,000). ARTICLE V The names and places of residence of each of the persons forming the Corporation are As follows: NAME RESIDENCE Erika A. Kellerhals Gregory J. Ferguson Brett Geary ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, decathlon, limitation and regulation of the powers of the. Corporation and of its directors apil stockholders, it is further provided: (1) The number of directors of the Corporation shall be fixed by, or in the manner isrotiOed in, the by-laws, but in no case shall the number be fewer than three (3). The directors nerd not be stockholders. .. (2) In furtherance and not in limitation of the powers contested by the laws of the Via} ii Islands, and subject at all tittles to the provisions thereof, the Board of Directors is expressly authorized and empowered: (a) To make, adopt and amend the by-laws of the Corporation, subject to the powers of the stockholders to alter, repeal or modify the by-laws adopted by the Board of Directors. 0)) To authorize and issue obligations of the 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 cause 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. 2 SONYGM_00064354 CONFIDENTIAL - PURSUANT TO FED R.CDFIN(E IDENTIAL DB-SDNY-0027179 EFTA_00174857 EFTA01298961  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. (c) 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 amount of profits to be distributed or shared or contributed and the amounts of the Corporation's funds or otherwise to be devoted thereto, and to determine the persons to participate in any such plans and the amounts of their respective participations. To issue or grant options for the purchase 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 rime to time determine. (g) lb enter into contracts for the management of the business of the Corporation for terms not exceeding five (5) years. 0') To exercise all the powers of the Corporation, except such as are conferred by law, or by these Articles of Incorporation or by the by-laws of the Corporation upon the stockholders. To issue such classes of stock and series within any class of stock with such value and voting powers and with such designations, preferences and relative, participahng, optional or other special rights, and qualifications, limitations or restrictions tISeoctIS is stated in the resolution or resolutions providing for the issue of such stock adepteally the Board of Directors and duly filed with the office of the Lt. Governor of the Virgip Islands in accordance with Sections 91 and 97, Chapter 13, Virgin Islands Code, as the same may be amended from time to time. • ) ARTICUE VIII O• No stockholder shall sell, convey, assign or otherwise transfer any of his or her shares of stock without first offering the same to the Corporation at the lowest price at which the stockholder is willing to dispose of the some; and the Corporation shall have thirty (30) days within which to accept same; the Corporation shall notify the stockholder of its election in writing. If accepted by the Corporation, the stockhokkr shall promptly assign the shares of stock to the Corporation, and the Corporation shall promptly pay therefor. If the Corporation rejects the offer, then the stockholder shall offer the stock to the remaining stockholders under the same terms as offered to the Corporation; and the remaining stockholders shall have thirty (30) days within which to collectively or individually accept the same in writing. If the remaining stockholders reject the offer, then the stockholder shall have the right to sell the stock at the same or a greater price than that at which it was offered to the Corporation. If the stockholder shall desire to sell the stock at a lesser price than that originally quoted to the Cotporation, the stockholder must then repeat the process of offering the stock for sale to the Corporation and the stockholders in turn. Shares of stock in this Corporation shall not be transferred or sold until the sale or transfer has been repotted to the Board ofDirectors and approved by them. I SONYGNI_00064355 CONFIDENTIAL - PURSUANT TO FED R.QQN(F IDENTIAL DB-SDNY-0027180 EFTA_00174858 EFTA01298962  No stockholder shall pledge as couateml for indebtedness any shares of stock without first obtaining the written consent of a majority of die disinterested members of the Board of Directors of the Corporation. Atria 13 IX At all elections of directors, each stockholder shall he entitled to as many votes as shall equal the number of votes that (except for such provision as to cumulative voting) the stockholder would be entitled to cast for the election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected. The stockholder may cast all votes for a single director or distribute them among any two or more of them as he or she may see fit. At least ten (10) days notice shall be given, however the shareholders are entitle to waive notice of the meeting as provided by law. Furthermore, the meeting and vote of stockholder s may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLEA Subject to the provisions of Section 71, 'lltle 13, Virgin Islands Code, the Corporation may enter into contracts or otherwise transact business with one or more of its directors or officers, or with any firm or association of which one or more of its directors or officers arc members or employees, or with any other corporation or association of which one or more of its directors or officers are stockholders, directors, officers, or employees, and no such contract or transaction shall be invalidated or in any way affected by the fact that such director or directors or officer or officers have or may have interests therein that are or might be adverse to the interests of the Corporation even though the vote of the director or directors having such adverse interest is necessary to obligate the Corporation on such contract or transaction, provided that in any such case the fact of such interest shall be disclosed or known to the directors or stockholders acting on or in reference to such contract or transaction. No director or directors or officer or officers having such disclosed or known adverfsinterest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other personIfor any loss incurred by it under or by reason of any such contract or transaction, nor shall any such diriCtor flt directors or officer or officers be accountable for any gains or profits realized thereon. The provisions:of thIsArticle shall not be construed to invalidate or in any way affect any contract or transaction that woulcliothemise be valid under law. ARTICLE a The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, mist, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if: (1) he or she acted (A) in good faith and (B) in a manner reasonably believed to he in or not opposed to the best interests of the Corporation; and (2) with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. SDNY_GM_00064356 CONFIDENTIAL - PURSUANT TO FED R.QQFNI(F IDENTIAL DB-SDNY-0027181 EFTA_00174859 EFTA01298963  'the remiination of any action, suit, or proceeding by judgment order, settlement, conviction, or upon a plea of nok> contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made ft party to any threatened, pending, or completed action or suit by or in the right of the officer, employee, or agent of the Corporation, or is or was serving at the request of the venture, trust, or other enterprise against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted: in good faith; and (2) in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification shall he made in respect of any claim, issue, or matter as to which such person shall have lawn adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) To the extent that a director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subparagraphs (a) and (b), or in defense of any claim, issue, or matter therin, he or she shall be indemnified agkiiist expenses (including attorneys' fees) actually and reasonably ;neutral by him or her in connection thwwith. Any indemnification under subparagraphs (a) and (b) (unless ordered by a court) shall be: by the Corporation only as authorized in the specific case upon a determination that he or sheliad met the applicable standard of conduct set forth in subparagraphs (a) and (b). Such dettaminati0n shall be made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurred in defeating a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amounts unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this article. (1) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, hoth as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to he a S SONY_GM_00064357 CONFIDENTIAL - PURSUANT TO FED R.QPN(F IDENTIAL DB-SDNY-0027182 EFTA_00174860 EFTA01298964  director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person, (g) 'the Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent or another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against hint or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. anCLE Xil The Corporation reserves the right to amend, alter or repeal any of the provisions of these Articles of Incorporation and to add or insert other provisions authorized by the laws of the Virgin Islands in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the Board of Directors and the stockholders by these Articles of Incorporation are granted subject to the provisions of this Article. (signature page follows) 6 SDNY_GM_00064358 CONFIDENTIAL - PURSUANT TO FED R.QQN(F IDENTIAL DB-SDNY-0027183 EFTA_00174861 EFTA01298965  IN wriNgss WHEREOF, we have hereunto subscribed our names this 12th day of November, 201 I. Erika A. Kellerl4s, I tregory J. Ferguso Yten Brett ()my, Incorporator TERRMORY OF THE UNITED STATES VIRGIN ISLANDS ) DISTRICT OF St THOMAS AND ST. JOHN The foregoing instrument was acknowledged before me this I 7th day of &At 2011, by Erika A. Kellerhals, Gregory J. Ferguson, mid Brett Geary. GINA MARIE BRYAN NOTARY PUBLIC NP 069-09 COMMISSION EXPIRES 09P28/21IYI3 ST. THOMAS/ST. JOHN, USVI ni t I .7 SDNY_GN1_00064359 CONFIDENTIAL - PURSUANT TO FED. R.QP.NEIDENTIAL DB-SDNY-0027184 EFTA 00174862 EFTA01298966