ARTICLES OF INCORPORATION

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 lerei nailer stated, under the provisions and subject to the requirements of the 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 of the 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 A RTICLEW 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 of Incorporation 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 of the 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 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 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 thereof not inconsistent with the laws of the 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 of indebtedness 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 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 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 JPMorgan Chase JPM-SDNY-00001902 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 JPMorgan Chase JPM-SDNY-00001903 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._scersr Sake/ Barbara Mignon W ja 44=C-aKr Jenie-lynn F 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 I 11061998 Doc Code Doc Code 182 Box Number IIIIIIIIIIII mForm Type 2 "CITADEL" Doc Code Doc Code Account Numbers 1 i L I Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00001905 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 1 of 3 Casey Mary C fentefinvoeUr 71111aSail CAS 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 to PI 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" apreernwhi s 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 ~tinder 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.P Morgan 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. (iOriaara„ DOB (mmr.Wyyyy) ft her« bate (rnmirldrWry) SaanstureTattnmer in- ac) Dots Print Noma ar: tba Wee* DO* (rnmV0d/YrYY) Passport it Dare (rintietyyr r, 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 hinsorey had thiltrgitt:TClatal ri:etcreguttgtill>12kligennaL3Atilitfin: seanveleing:i be"Eltt.ctERC4" 4.itr A-/P" Notary Pubic. Stine of New Wet Srliurit Data ComintaliOn Cliziret ra t?icere"--sierwr--41/4 effiffifffraj4ii louriro . 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 osiudio WWWW1 .4~0 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)ii/t4a 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 nay end affereng ediegl i243 Date kilt Nome and Mtn HARRY I. BILLER Ø o..hcr ttnij ye* My commission expires: 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« ✓•e fry and affIrrIng that easivattNey dad Ow authority to neta the foregoing Pamir. c> sivirturo tty tornmhadon osprey i. P. Morgan trso Cnly 3 of 3 ~CAI. :RUST COMPANY DIC Tile Casey Mary C asomprireecor Date Print Mate and nis 251:138 Stnl CAS 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 JPMorgan Chase JPM-SDNY-00001909 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 vsindng 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 Virgin Inds 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 pastor the 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 JPMorgan Chase JPM-SDNY-00001910 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, **spelt Si, 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 of the shans of the capital stock of or any bonds, seasities, or evident of indebtedness 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 Jennie-1y= Falk Dale R Kehsel 2-21 Bonne Esperance St. Thomas, WO Islands 38 Ridge Road St Thomas, Virgin Islands Skyline Village NM 4C Estate Joseph & Rosendahl St. Thorn's, Virgo Islands Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00001912 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 941 resew 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;ov4r-5—' 1998 .17 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. 1/12 2ii — 6 " ?fixery‘ubfio Paul Helmar Ceres Gorse Au V. 310 Mart %Lk OnOliali N7 Lien* Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00001915 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 of Dimmers, 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 of such loss, the Secretary shall Bate a dupliane certificate in its plum, upon the corporation being fully indemnified therefor. SECTION 6. Dividends. The Board of Dittmar', in its 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 of November of each year (beginning in the year 1999), if not a legal holiday and if a legal holiday, then on the day following, for the purpose of electing cartoon, and for the transaction of such other business as may be brought before the meeting. SECTION 2. 222aUsjggit 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 of Directors, or at the request in writing by shareholders of record 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 of the 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) 13111 P 114/332 By-Laws hge 4 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 major