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MWALI INTERNATIONAL SERVICES AUTHORITY (/) REGISTRAR OF COMPANIES ABOUT (/ABOUT) GOVERNMENT (/GOVERNMENT) LIST OF ENTITIES (/LIST-OF-ENTITIES) MISA (/MISA) LAWS (/DOCS) HISTORY OF MWALI (/HISTORY) CONTACTS (/CONTACTS) (/list-of-regulated-entities-banking-companies?tmpl=component&format=pdf) (/component/mailto/?tmpl=component&template=ol_albos&link=0841097fcc640bb655368ce16225967fdd0cc4c9) (/list-of-regulated-entities-banking-companies?tmpl=component&print=1&page=) List of Regulated Entities (Banking Companies) (/list-of-regulated-entitiesbanking-companies) LIST OF AUTHORISED INTERNATIONAL BANKS Name of Entity No. Licence Date of issue Status Victory Bank and Trust Inc. B20010003 24/08/2001 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) eMoney Bank Limited B20040013 21/12/2004 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) GBH Private Bank Ltd B20070016 09/062007 Liquidation (/list-of-entities/13entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) Direct Bank Ltd B20070017 31/12/2007 Liquidation (/list-of-entities/13entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) BBC Bank and Trust Ltd B20080020 08/02/2008 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) AGM Investment Bank International Ltd B20100047 12/03/2010 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) Manhattan Credit Bank International Ltd B20100053 02/04/2010 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) SWIFT Web page Site (https://www.directbankltd.com/) / 1st National Bank International Ltd B20100060 21/07/2010 Liquidation (/list-of-entities/13entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) Mandarin Export Bank Ltd B20100062 21/07/2010 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) InterBanx Corp Ltd B20100064 03/08/2010 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) Financiere Privee Jean de Montpellier & Cie Ltd B20100071 27/08/2010 Liquidation (/list-of-entities/13entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) Financiere Privee de Louis D. Edmont & Cie Ltd B20100072 27/08/2010 Liquidation (/list-of-entities/13entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) Delta West Credit Bank Ltd. B20110086 09/02/2011 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) Gulf Bank Intercontinental Inc. B20110088 09/02/2011 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) First Continental Loan & Credit Bank Ltd B20110096 05/10/2011 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) West Finance & Saving Bank Ltd B20110098 05/10/2011 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legalstanding)Liquidation (/list-ofentities/13-entities-status/18this-company-is-in-liquidationor-bankruptcy) 1st Virtual Bank International Ltd B20120111 17/02/2012 S (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legal-standing)uspended BanCredit International Ltd B20120118 21/03/2012 S (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legal-standing)uspended Cortlin Bank Ltd B20120120 21/03/2012 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) Delta Trust & Bank International Inc. B20120122 21/03/2012 Suspended (http://deltawestcb.com) Hottinger & Cie International Banque В20130125 25/01/2013 Active (http://hottingerbanqueint.com) Site (https://www.montpellier.do/) Site (http://dwcreditbank.com/) Site (https://hottingerbanqueint.com/) / Credit Foncier De Monaco B20130017 25/03/2013 Active (https://creditfoncierkm.com/) Site (https://creditfoncierkm.com/) Gold Bancorp LLC B20130270 13/05/2013 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) AndmorAbanc of Comoros B20131202 02/12/2013 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) Caixa Geral International B20140205 05/02/2014 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) Societé Bancaire et Fiduciaire Privee B20210001 23/01/2014 (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legal-standing)Active (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legal-standing) Societe internationale Des banques Suisse B20150303 04/07/2014 Active (/list-of-entities/13entities-status/17-thiscompany-is-in-good-legalstanding) Huiying Bank Inc B20140206 22/11/2014 Active Сompagnie Bancaire du Golfe B20160013 03/03/2016 Active CMEFKMK1XXX Site (http://cgbanque.io/index.html) Dominion Bank and Trust Co. LTD B20160010 27/09/2016 Suspended DOTRKMK1XXX Site (https://www.bankdominion.com/) Nouvelle Credit Commercial S.A. B2017002 22/04/2017 A (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legal-standing)ctive Societe Generale International LTD B2017003 01/06/2017 A (/list-of-entities/13-entitiesstatus/17-this-company-is-ingood-legal-standing)ctive Dynast Premier Bank Inc, Fomboni Branch B2017004 05/06/2017 Active First Goldman Bank SA B2017017 25/09/2017 Liquidation (/list-of-entities/13entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) Castagna Bank Limited B2017019 28/09/2017 Liquidation (/list-of-entities/13- CSTGKMK1XXX entities-status/18-thiscompany-is-in-liquidation-orbankruptcy) Coriolis Banking Corporation B2017020 28/09/2017 Active CLORKMK1XXX Site (http://eastoceanbank.com/index.html) Pesic Bank Ltd B2017024 08/11/2017 Active PEIIKMK1XXX Site (http://www.pesicsecurities.com) East Ocean Bank Limited B2017027 01/12/2017 Active EAOCKMK1XXX Site (http://eastoceanbank.com/index.html) Credito Commerciale Svizzero Ltd B2017031 22/12/2017 Active China Harbour Bank Limited B2018001 05/01/2018 Active Alastar Bank Inc B2018002 08/01/2018 Active HOROS Bank Limited B2018003 21/05/2018 Liquidation EAOCKMK1XXX Bliss Bank Limited B2018004 21/05/2018 Active LSISKMK1XXX 1st West Corporation Limited B2018005 31/07/2018 Active RAY NEXT BANK Limited B2018006 14/08/2018 Suspended Site (https://sbfprivee.com/) Site (http://www.firstgoldmanbank.com/) Site (https://blissbank.com/index.html) / Compagnie Bancaire Chino Helvétique SA B2018007 03/09/2018 Active MW way Bank Limited B2018008 22/10/2018 Active Forbes Private Bank Monaco SA B2018012 02/11/2018 Suspended Credito Commerciale Svizzero Ltd B2019001 10/01/2019 Active First Standard Ltd B2019005 08/01/2019 Active KILONOVA BANK Ltd B2019007 22/02/2019 Active OneAsia Bank Ltd B2019010 30/04/2019 Active Prominence Bank Corporation B2019018 05/06/2019 Clarus Bank Ltd B2019023 MARKUS INTERNATIONAL BANK FOPMKMK1XXX Site (https://forbesprivatebank.com/) KILOKMK2XXX Site (https://kilonovabank.com/) Active POOTKMK2XXX Site (https://prominencebank.com/) 28/06/2019 Active CLUUKMK2XXX Site (https://www.clarusbank.com/) B2019026 26/08/2019 Active TRI Bank Ltd B2019027 11/09/2019 Active MAYA BANK PLC B2019034 26/11/2019 Active Site (http://mibbanque.com/#intro) TIITKMK2XXX Site (http://tribank.org/) Site (http://www.mayabankplc.com) Insurance Companies (/list-of-entities?id=21) Gambling Companies (/list-of-entities?id=23) Trust and Brokerage Companies (/list-of-entities?id=22) Mwali International Services Authority, Registrar of Companies, BP 724, Fomboni, Mwali, Autonomous Island of Mwali (Moheli), Comoros Union, East Africa E-mail: info@mwaliregistrar.com (mailto:info@mwaliregistrar.com) http://www.mwaliregistrar.com/ (C) Copyright Mwali International Services Authority (MISA) 1998-2019, All rights reserved. / THE GAMBIA THE BUSINESS ENTERPRISE REGULATIONS 2013 MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF DOMINION BANK TRUST CO. LIMITED &LIMITED GBC registration no:88889141 <000000> of September 2015 Incorporated in The Gambia the <18th 8th day of February 2013> Registered Agent: Formations House 29 Harley street London UNITED KINGDOM Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 1 THE GAMBIA THE BUSINESS ENTERPRISE REGULATIONS 2013 _______ MEMORANDUM OF ASSOCIATION OF DOMINION BANK & TRUST CO. LIMITED (the “Company”) 1. DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the attached Articles of Association, unless the context otherwise requires: “Regulations” means THE BUSINESS ENTERPRISE REGULATIONS 2013 as amended; “Articles” means the attached Articles of Association of the Company; “Memorandum” means this Memorandum of Association of the Company; “Person” includes any individual, corporation, trust (acting by its trustees) or foundation; “Registrar” means as defined in the Regulations; “Resolution of Directors” means either: (a) a resolution approved at a duly convened and constituted meeting of directors of the Company by the affirmative vote of a simple majority of the directors present at the meeting who voted and did not abstain, except that where a director is given more than one vote he shall be counted by the number of votes he casts for the purpose of establishing a majority; or (b) a resolution consented to in writing by a simple majority of the directors; “Resolution of Shareholders” means either: (a) a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of a simple majority of the votes of the Shareholders entitled to vote thereon which were present at the meeting who voted and did not abstain; or (b) a resolution consented to in writing by a simple majority of the votes of Shareholders entitled to vote thereon; “Seal” means any seal which has been duly adopted as the common seal of the Company; “Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations; “Share” means a share issued or to be issued by the Company; Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 2 “Shareholder” means a Person whose name is entered in the Share Register of the Company as the holder of Shares; “Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and “written” includes information made, sent or stored by electronic, digital or other means, including electronic mail, telegram, telex or fax, and “in writing” shall be construed accordingly. 1.2 In the Memorandum and the Articles, unless the context otherwise requires: (a) words in the singular shall include the plural and vice versa and words denoting any one gender shall include all genders; (b) any reference to legislation, including the Regulations, or to the Memorandum or the Articles, is a reference to that legislation or such documents as amended or, in the case of legislation, re-enacted. 1.3 Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and Articles. 2. NAME DOMINION BANK & TRUST CO. LIMITED The name of the Company is 3. COMPANY LIMITED BY SHARES The Company is a company limited by shares. The liability of the Shareholders of the Company is limited. 4. REGISTERED OFFICE AND REGISTERED AGENT 4.1 The Registered Office of the Company is situated at the offices of Enterprise House, 1 Enterprise Way, Enterprise Zone, Banjul, Republic of The Gambia. 4.2 The Company may, by Resolution of Shareholders or Resolution of Directors (“RO change resolution”), change the location of its Registered Office. A change of Registered Office takes effect on the registration by the Registrar of an extract of the filed RO change resolution in accordance with the Regulations. 4.3 Formations The Registered Agent of the Company is House 4.4 The Company may, by Resolution of Shareholders or Resolution of Directors (“RA change resolution”), change its Registered Agent. A change of Registered Agent takes effect on the registration by the Registrar of an extract of the filed RA change resolution in accordance with the Regulations. 5. OBJECTS AND POWERS 5.1 The objects for which the Company is established are: (a) To carry on the business of an investment or holding company and for that purpose to acquire, hold and/or sell in the name of the Company or of any nominee, shares, stocks, options, debentures, debenture stocks, bonds, commodities, futures, notes, obligations or securities or property of any other kind in any part of the world, and to acquire or hold the same on such terms and conditions as the Company may approve. (b) To buy, own, hold, invest in, subdivide, lease, sell, rent, develop, construct, reconstruct, alter, improve, decorate, repair, furnish, operate, maintain, reclaim or otherwise deal with and/or develop land and buildings and otherwise deal in real estate and/or other kinds of property. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 3 (c) To carry on any of the following businesses or activities, namely: merchants or traders of any kind, consultants or contractors of any kind, service providers of any kind, manufacturing and/or processing of any kind, resellers or distributors of any kind, commercial agents of any kind, promotion or marketing of any kind, asset holding or any other type of commercial or financial operation; to own or license intellectual and/or other property; to receive and/or pay royalties, commissions and/or other income or outgoings of any kind; to purchase, construct, charter, own, operate, manage or administer transport vessels of any kind. (d) To purchase or otherwise acquire and undertake the whole or any part of the business, goodwill, assets and liabilities of any Person; to acquire an interest in, amalgamate with or enter into partnership, joint venture or profit-sharing arrangements with any Person; to promote, sponsor, establish, constitute, form, participate in, organise, manage, supervise or control any corporation, business, institution or other entity. (e) To import, export, buy, sell, exchange, barter, let on hire, distribute and otherwise deal in and turn to account goods, materials, commodities, produce and merchandise generally in their prepared, manufactured, semi-manufactured and raw state. (f) To enter into, carry on and participate in financial transactions and operations of all kinds. (g) To enter into any commercial or other arrangements with any government, authority or Person and to obtain or enter into any orders, charters, contracts, decrees, rights, privileges, licences, franchises, permits and concessions for any purpose and to carry out, exercise and comply with the same and to make, execute, enter into, commence, carry on, prosecute and defend all steps, contracts, agreements, negotiations, legal and other proceedings, compromises, arrangements, and schemes and to do all other acts, matters and things which shall at any time appear conducive or expedient for the advantage or protection of the Company. (h) To borrow or raise money from, but not restricted to, banks or other financiers by the issue of debentures, bonds, mortgages, or any other charges or security founded or based upon all or any of the assets or property of the Company or without any such security and upon such terms as to priority or otherwise as the Company shall think fit. (i) To enter into any guarantee, bond, contract of indemnity, suretyship or joint obligation and otherwise give security or become responsible for the performance of any obligations or the discharge of any liabilities by any Person in any manner on any terms and for any purposes whatsoever, whether alone or jointly and/or severally with any other Person and whether with or without the Company receiving any consideration or advantage and whether or not in furtherance of the attainment of any other object of the Company and in particular (without derogation from the generality of the foregoing) to guarantee, support or secure (by personal covenant or by mortgaging or charging all or any part of the undertaking, real and personal property, assets, rights and revenues (present and future) and uncalled capital of the Company, or by both such methods, or in any other manner) any debts, obligations or securities whatsoever and the discharge of any liabilities whatsoever of any Person including (without limitation) those of any company which is for the time being the holding company or a subsidiary of the Company or of the Company’s holding company or is controlled by the same Persons that control the Company (or any holding company of the Company) or is otherwise associated with the Company in business or engaged with it in any enterprise, transaction venture. (j) To lend and advance money and grant and provide credit and financial or other accommodation to any Person. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 4 (k) To engage in any other business whatsoever or in any act or activity that is not prohibited under The Gambia law. (l) To do all other things as are incidental to or which the Company may think conducive to the pursuit or achievement of all or any of the above objects. 5.2 And it is hereby declared that the intention is that each of the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be an independent main object and be in no way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company. 6. CURRENCY OF SHARE CAPITAL USD The Shares shall be issued in < >. 7. AUTHORISED CAPITAL 7.1 The authorised share capital of the Company is 5000000.00 <00000> divided into 50000 <0000000> Shares with a par value of USD 100 each. 7.2 The directors are empowered to allot and issue shares as registered shares at such times, on such terms and conditions, with such rights and to such Persons or class of Persons, as the directors may at their discretion determine by Resolution of Directors. 8. DIVISION AND CLASSES OF SHARES 8.1 The Shares shall be divided into such number of classes and series as the directors shall by resolution from time to time determine and until so divided shall comprise one class and series. 8.2 The directors shall by Resolution of Directors have the power to issue any class or series of shares that the Company is authorised to issue in its capital, original or increased, with or subject to any designations, powers, preferences, rights, qualifications, limitations and restrictions as the directors may determine. 9. RIGHTS ATTACHING TO SHARES 9.1 Each issued Share shall confer on its holder: (a) the right to one vote at a meeting of the Shareholders or on any Resolution of Shareholders; (b) the right to an equal share in any dividend paid by the Company; and (c) the right to an equal share in the distribution of the surplus assets of the Company (remaining after payment of its liabilities) on its liquidation. 9.2 The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith. 10. REGISTERED SHARES ONLY The Company may only issue registered shares in the Company. The Company is prohibited from issuing bearer shares; converting registered shares to bearer shares; and exchanging registered shares for bearer shares. 11. AMENDMENT AND ALTERATION Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 5 11.1 Subject to clauses 11.2 and 11.3 of the Memorandum, the Company may by Resolution of Shareholders or Resolution of Directors, amend or change any or all of the provisions of the Memorandum or the Articles. 11.2 The Company shall not amend clause 11 of the Memorandum and may not adopt any other change to this Memorandum or Articles that would permit the issuance of bearer shares by the Company. 11.3 The Company may by Resolution of Directors amend the Memorandum to increase or reduce its authorised share capital. Subject to the terms of any resolution passed by the directors to increase or decrease (as the case may be) the authorised capital of the Company, the altered capital may be divided into shares of such respective numbers and amounts and with such rights or privileges (if any) as the directors think expedient. We, who are named below, hereby subscribe our name to this Memorandum of Association. NAME and ADDRESS OF SUBSCRIBER Name: Baymon Timothy COMMUNION CHURCH EXTENSION FUND, INC Address: 57 Thompson Street, Springfield Massachusetts USA 1127 Main Street, Springfield Massachusetts USA Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 6 THE GAMBIA THE BUSINESS ENTERPRISE REGULATIONS 2013 ARTICLES OF ASSOCIATION OF DOMINION BANK & TRUST CO. LIMITED (the “Company”) 1. REGISTERED SHARES 1.1 Every Shareholder shall be entitled to a certificate signed by the director(s) or officer(s) so authorised, specifying the Share or Shares held and each Share’s par value, provided that in respect of any Share held jointly by more than one Person, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of such joint holders shall be sufficient delivery to all. 1.2 If a certificate is worn out or lost, it may be renewed on production of the worn-out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any Shareholder receiving a Share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any Person by virtue of the possession of such certificate. 1.3 Shares and other Securities may be issued at such times, to such Persons, for such consideration and on such terms and with such rights as the directors may by Resolution of Directors determine. 1.4 The Company shall keep a register (the “Share Register”) containing: (a) the name and address of each Person who hold Shares; (b) the number of each class and series of Shares held by each Shareholder; (c) the date on which the name of each Shareholder was entered in the Share Register; and (d) the date on which any Person ceased to be a Shareholder. 2. TRANSFER OF REGISTERED SHARES 2.1 Shares in the Company may be transferred by a written instrument signed by the transferor and containing the name and address of the transferee or in such other manner or form and subject to such evidence as the directors shall consider appropriate. 2.2 The transfer of a Share is effective when the name of the transferee is entered on the Share Register. 2.3 Upon receipt of notification of any change of name or address of any Shareholder given to the Company for the purpose of service of any notice, information or written statement required to be given to Shareholders, the directors shall update the Share Register accordingly. 3. TRANSMISSION OF SHARES Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 7 3.1 The personal representative, guardian or trustee as the case may be of a deceased Shareholder, incompetent Shareholder or bankrupt Shareholder of the Company shall be the only Person recognised by the Company as having any title to his Share, but they shall not be entitled to exercise any rights as a Shareholder of the Company until they have proceeded as set out in the following two sub-clauses of the Articles. 3.2 Any Person becoming entitled by operation of law or otherwise to a Share or Shares in consequence of the death, incompetence or bankruptcy of any Shareholder may be registered as a Shareholder upon such evidence being produced as may be required by the directors. An application by any such Person to be registered as a Shareholder for all purposes shall be deemed to be a transfer of Shares of the deceased, incompetent or bankrupt Shareholder and the directors shall treat it as such. The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy. 3.3 Any Person who has become entitled to a Share or Shares in consequence of the death, incompetence or bankruptcy of any Shareholder may, instead of being registered himself, request in writing that some Person to be named by him be registered as a transferee of such Share or Shares and such request shall likewise be treated as if it were a transfer. 4. PURCHASE OF OWN SHARES, ETC 4.1 Subject to clause 4.2 of the Articles, the Company may purchase, redeem or otherwise acquire and hold its own Shares but only out of surplus or in exchange for newly issued Shares of equal value. 4.2 Shares are not redeemable at the option of the Shareholder who holds such Shares. 4.3 No purchase, redemption or other acquisition permitted under clause 4.1 of the Articles shall be made unless the directors determine that immediately after the purchase, redemption or other acquisition: 4.4 (a) the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and (b) the realizable value of the Company’s assets will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the Company’s books of account, and its issued and outstanding capital. A determination under clause 4.3 of the Articles is not required where Shares are purchased, redeemed or otherwise acquired by the Company: (a) pursuant to a right of a Shareholder to have his Shares redeemed or to have his Shares exchanged for money or other property of the Company; (b) in exchange for newly issued Shares; (c) following a merger or consolidation; or (d) pursuant to an order of the Supreme Court of The Gambia. 4.5 Shares that the Company purchases, redeems or otherwise acquires may be cancelled or held as Treasury Shares unless the Shares are purchased, redeemed or otherwise acquired out of capital pursuant to clause 4.8 of the Articles, in which case they shall be cancelled and upon the cancellation of a Share, the amount included as capital of the Company with respect to that Share shall be deducted from the issued capital of the Company. 4.6 Treasury Shares may be disposed of by the Company on such terms and conditions (not inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 8 4.7 Where Shares (“Suspended Rights Shares”) are held as Treasury Shares by the Company or another body corporate of which the Company holds, directly or indirectly, shares having more than fifty per cent of the votes in the election of directors of the other body corporate, the Suspended Rights Shares shall not have or confer any right to vote or receive dividends and shall not be treated as outstanding for any purpose under the Regulations except for the purpose of determining the capital of the Company. 4.8 Subject to clauses 4.10 and 4.11 of the Articles, the issued capital of the Company may by Resolution of Directors be: 4.9 4.10 (a) increased by transferring an amount out of the surplus of the Company to capital; or (b) reduced by: returning to Shareholders any amount received by the Company upon the issue of any Shares, the amount being surplus to the Company; (ii) cancelling any capital that is lost or not represented by assets having realizable value; or (iii) transferring capital to surplus for the purpose of purchasing, redeeming or otherwise acquiring Shares that the directors have resolved to purchase, redeem or otherwise acquire. Where the Company reduces its issued capital under clause 4.8(b) of the Articles, the Company may: (a) return to Shareholders any amount received by the Company upon the issue of its Shares; (b) purchase, redeem or otherwise acquire its Shares out of capital; or (c) cancel any capital that is lost or not represented by assets having a realizable value. No reduction of issued capital shall be effected that reduces the capital of the Company to an amount that is less than the sum of: (a) (b) 4.11 (i) the aggregate of: (i) all outstanding Shares with par value; and (ii) all Treasury Shares having a par value; and the aggregates of the amounts designated as capital of: (i) all outstanding Shares without par value; and (ii) all Treasury Shares without a par value that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. No reduction of issued capital shall be effected unless the directors determine that immediately after the reduction: (a) the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and (b) the realizable value of the Company’s assets will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the Company’s books of account, and its issued and outstanding capital. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 9 5. MEETINGS OF SHAREHOLDERS 5.1 The directors may convene meetings of the Shareholders at such times and in such manner and places as the directors consider necessary or desirable. 5.2 The directors shall convene a meeting of Shareholders upon the written request of Shareholders entitled to exercise fifty percent or more of the voting rights in respect of the matter for which the meeting is requested. 5.3 At least seven days’ notice, specifying the place, the day and the time of the meeting and the general nature of the business to be conducted shall be given by the directors to such Persons whose names, on the date the notice is given, appear as Shareholders in the Share Register. 5.4 A meeting of the Shareholders shall be deemed to have been validly held, notwithstanding that it is held in contravention of the requirement to give notice in clause 5.3, if notice of the meeting is waived by ninety percent of the votes of all shareholders having a right to attend and vote at the meeting. 5.5 The inadvertent failure of the directors to give notice of a meeting to a Shareholder, or the fact that a Shareholder has not received the notice, does not invalidate the meeting. 5.6 No business shall be transacted at any meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. A quorum shall be constituted if, at the commencement of the meeting, there are present in person or by proxy not less than fifty percent of the holders of the Shares or class or series of Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved. 5.7 A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other. 5.8 At every meeting the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or he is not present at the meeting, the Shareholders present shall choose someone of their number to be the Chairman. If the Shareholders are unable to choose a Chairman for any reason, then the Person representing the greatest number of voting shares present at the meeting shall preside as Chairman, failing which the oldest individual person shall take the chair. 5.9 The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 5.10 At any meeting a resolution put to the vote of the meeting shall be decided on by a show of hands by simple majority unless a poll is (before or on the declaration of the result of the show of hands) demanded: 5.11 (a) by the Chairman; or (b) by any Shareholder or Shareholders present in person or by proxy and representing not less than one tenth of the total voting rights of all the Shareholders having the right to vote at the meeting. Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, and an entry to that effect has been made in the book containing the minutes of the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 10 5.12 If a poll is duly demanded, it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. 5.13 In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote. 5.14 If a committee be appointed for any Shareholder who is of unsound mind he may vote by his committee. 5.15 The following applies where Shares are jointly owned: (a) if two or more Persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder; (b) if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and (c) if two or more of the joint owners are present in person or by proxy they must vote as one. 5.16 A Shareholder may attend a meeting and vote in person or by a proxy who may speak and vote on behalf of the Shareholder. The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the Person named in such instrument proposes to vote. 5.17 An instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy. The instrument appointing a proxy shall be in writing under the hand of the appointer, unless the appointer is a corporation or other form of legal entity, other than one or more individuals holding as joint owners, in which case the instrument appointing a proxy shall be in writing under the hand of an individual duly authorised by such corporation or legal entity to execute the same. The Chairman of any meeting at which a vote is cast by proxy so authorised may call for a notarially certified copy of such authority which shall be produced within seven days of being so requested or the vote or votes cast by such proxy shall be disregarded. 5.18 Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares. 5.19 Any corporation or other form of corporate legal entity which is a Shareholder of the Company may by resolution of it directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Shareholders or of any class of Shareholders of the Company, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder of the Company. 6. WRITTEN CONSENT RESOLUTION OF SHAREHOLDERS An action that may be taken by the Shareholders at a meeting may also be taken by a Resolution of Shareholders consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Persons holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 11 7. DIRECTORS 7.1 The minimum number of directors of the Company shall be one and the maximum number shall be one hundred. 7.2 The first directors shall be elected by the subscriber(s) to the Memorandum. Thereafter, any director shall be elected by the Shareholders or the directors for such term as the Shareholders or the directors may determine. A director shall hold office until his successor shall take office or until his earlier death, resignation or removal. 7.3 Every vacancy in the board of directors may be filled by a Resolution of the Shareholders or of the director (if there is only one) or of a majority of the remaining directors as applicable. 7.4 A director is not required to hold Shares as a qualification of holding office as a director of the Company. 7.5 A director by writing under his hand deposited at the Registered Office of the Company may from time to time appoint another director or any other Person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. A director by writing under his hand deposited at the Registered Office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate. 7.6 The office of director shall be vacated if the director: (a) is removed from office by a resolution of Shareholders or by a resolution of directors, or (b) becomes bankrupt or makes any arrangement or composition with his creditors generally, or (c) becomes of unsound mind, or of such infirm health as to be incapable of managing his affairs, or (d) resigns his office by notice in writing to the Company. 7.7 No director shall be disqualified from his office as director of the Company from contracting with the Company per se, either as vendor, purchaser or otherwise, and no agreement or transaction between the Company and any one or more of its directors or any Person in which any director has a financial interest or to whom any director is related or associated, including as a director of that other Person, is void or voidable for such reasons only or by reason only that the director is present at the meeting that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose, provided that the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to the other party to the agreement of transaction are disclosed in good faith or is known by the other directors. 7.8 A director who has an interest in any particular business to be considered at a meeting may be counted for the purposes of determining whether there is a quorum and such director may also vote on any such matter or business regardless of his interest therein. 7.9 The Company shall keep a register of directors (“Register of Directors”) containing: (a) the name and address of each Person who is a director of the Company; Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 12 (b) the date on which each Person whose name is entered in the register was appointed as a director of the Company; (c) the date on which each Person named as a director ceased to be a director of the Company; and (d) such other information as may be prescribed by the Regulations. 8. POWERS OF DIRECTORS 8.1 The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Regulations or by the Memorandum or the Articles required to be exercised by the Shareholders. 8.2 Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Regulations. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith with a view to the best interests of the Company. 8.3 If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company. 8.4 Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise. 8.5 The continuing directors may act notwithstanding any vacancy in their body. 8.6 The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party. 8.7 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors. 8.8. The directors may entrust to and confer upon any director or officer any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers. The directors may delegate any of their powers to committees consisting of such director or directors of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors. 8.9 The directors may from time to time and at any time by power of attorney appoint any Person or body of Persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 13 8.10 Any sale, transfer, lease, exchange or other disposition of more than 50 percent, by value, of the assets of the Company, if not made in the usual manner or regular course of the business of the Company, shall be subject to the following requirements – (a) the proposed sale, transfer, lease, exchange or other disposition shall be approved by a Resolution of Directors; (b) upon approval of the proposed sale, transfer, lease, exchange or other disposition, the directors shall submit the proposal to the Shareholders for it to be authorised by a Resolution of Shareholders; (c) if the meeting of Shareholders is to be held, notice of the meeting, accompanied by an outline of the proposal, shall be given to each Shareholder, whether or not he is entitled to vote on the sale, transfer, lease, exchange or other disposition; and (d) if it is proposed to obtain the written consent of Shareholders, an outline of the proposal shall be given to each Shareholder, whether or not he is entitled to consent to the sale, transfer, lease, exchange or other disposition. 9. PROCEEDINGS OF DIRECTORS MEETINGS 9.1 Any one director or committee of directors of the Company may call a meeting of the directors by sending a written notice to each other director. 9.2 The directors of the Company may meet at such times and in such manner and places within or outside The Gambia as the directors may determine to be necessary or desirable. 9.3 A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to simultaneously hear each other. 9.4 A director shall be given not less than two days’ notice of meetings of directors, but a meeting of directors held without two days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 9.5 A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated. 9.6 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only two directors in which case the quorum is two. 9.7 If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Regulations, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes. 9.8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting. In the case of an equality of votes the Chairman of the Board shall have a second or casting vote. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 14 10. WRITTEN CONSENT RESOLUTION OF DIRECTORS Any action that may be taken by the directors at a meeting may also be taken by a Resolution of Directors consented to in writing by the majority of directors without the need for any notice. The consent may be in the form of counterparts, each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts. 11. OFFICERS AND AGENTS 11.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Subject to clause 7.1 of the Articles, such officers may consist of a Chairman of the Board, a President and one or more VicePresidents, Secretaries and Treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same Person. 11.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the Share Register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company. 11.3 The emoluments of all officers shall be fixed by Resolution of Directors. 11.4 The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. 11.5 The directors may, by a Resolution of Directors, appoint any Person, including a Person who is a director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the directors, including the power and authority to enter into and execute agreements for and on behalf of the Company, as are set forth in the Articles or in the Resolution of Directors appointing the agent. The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him. 12. INDEMNITY Subject to the provisions of the Regulations, every director and other officer of the Company, who has at all material times acted honestly and in good faith, shall be entitled to be indemnified out of the assets of the Company against all losses and/or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no director or other officer shall be liable for any loss or damage which may be incurred by the Company in the execution of the duties of his office or in relation thereto. 13. CONFLICT OF INTERESTS 13.1 A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 15 13.2 For the purposes of clause 13.1 of the Articles, a disclosure to all other directors to the effect that a director is a Shareholder, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction. 13.3 A director of the Company who is interested in a transaction entered into or to be entered into by the Company may: (a) vote on a matter relating to the transaction; (b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and (c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction, and, subject to compliance with the Regulations shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit. 14. SEAL The directors shall provide for the safe custody of the common seal of the Company (if a common seal is issued). The common seal when affixed to any instrument shall be witnessed by a director or any other Person so authorised from time to time by the directors. The directors may provide for a facsimile of the common seal and approve the signature of any director or authorised Person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the seal had been affixed to such instrument and the same had been signed as hereinbefore described. 15. ACCOUNTING RECORDS 15.1 The Company shall keep or cause to be kept proper accounting records that: (a) are sufficient to show and correctly explain the Company’s transactions; (b) enable the financial position of the Company to be determined with reasonable accuracy at any time; and (c) allow for accounts of the Company to be prepared. 15.2 For the purposes of clause 15.1 of these Articles, “accounting records”, in relation to the Company, mean documents in respect of or evidencing the Company’s assets and liabilities, receipts, expenditure, sales and purchases and other transactions to which the Company is a party (including, without limitation, bank statements, receipts, invoices, title documents, agreements and vouchers). 15.3 The Company’s accounting records shall be kept at the Company’s Registered Office or such place inside or outside The Gambia as the directors think fit. Where the Company does not keep its accounting records at its Registered Office, it shall notify in writing its The Gambia Registered Agent of the physical address of the place at which its accounting records are kept. 15.4 Where the place at which the Company’s accounting records are kept is changed, the Company shall inform it’s the Gambia Registered Agent in writing of the physical address of the new location of the records within 14 days of the change of location. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 16 16. KEEPING OF REGISTERS, MINUTES & RESOLUTIONS 16.1 The Company’s Share Register and Register of Directors (together the “Registers”) shall be kept at the Company’s Registered Office or such place inside or outside The Gambia as the directors think fit. Where the Company does not keep its Registers at its Registered Office, it shall: (a) inform in writing its The Gambia Registered Agent of the physical address of the place where the Registers are kept and of any change in the place where they are kept; and (b) at all times keep or cause to be kept an up-to-date copy of its Registers at its Registered Office. 16.2 The Registers shall be kept in such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Unless the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original Registers. 16.3 The Company shall keep, at such place inside or outside The Gambia as the directors shall determine, minutes of all meetings, and copies of all written consent resolutions, of its directors and Shareholders (“minutes and resolutions”). 16.4 Where the Company does not keep its minutes and resolutions at its Registered Office, it shall inform its The Gambia Registered Agent in writing of the physical address of the place at which its minutes and resolutions are kept. Where the place at which a Company’s minutes and resolutions are kept is changed, the Company shall inform its The Gambia Registered Agent in writing of the physical address of the new location of the minutes and resolutions within 14 days of the change of location. 17. DIVIDENDS 17.1 The Company may, by Resolution of Directors, declare and pay a dividend, but no dividend shall be declared and paid except out of surplus and unless the directors determine that immediately after the payment of the dividend: (a) the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business; and (b) the realisable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its issued and outstanding share capital. 17.2 Dividends may be paid in money, shares or other property. 17.3 In computing the surplus for the purpose of resolving to declare and pay a dividend, the directors may include in their computation the net unrealised appreciation of the assets of the Company. 17.4 Subject to the rights of the holders of Shares entitled to special rights as to dividends, all dividends shall be declared and paid according to the par value of the Shares in issue, excluding Shares which are held by the Company as Treasury Shares at the date of declaration of the dividend and no dividend shall be paid on Treasury Shares. 17.5 If several Persons are registered as joint holders of any Share, any of them may give effectual receipt for any dividend or other monies payable on or in respect of the Share. 17.6 Notice of any dividend that may have been declared shall be given to each member and all dividends unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the Company. 17.7 No dividend shall bear interest as against the Company. Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX 17 18. VOLUNTARY WINDING UP AND DISSOLUTION 18.1 If the Company has never issued Shares, it may voluntarily commence to wind up and dissolve the Company by Resolution of Directors. 18.2 If the Company has previously issued Shares, it may voluntarily commence to wind up and dissolve the Company by Resolution of Shareholders. 19. CONTINUATION The Company may by Resolution of Shareholders or by a Resolution of Directors passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside The Gambia the manner provided under those laws. We, who are named below, hereby subscribe our name to these Articles of Association. NAME, ADDRESS OF SUBSCRIBER Name: Baymon Timothy COMMUNION CHURCH EXTENSION FUND, INC Address: 57 Thompson Street, Springfield Massachusetts USA 1127 Main Street, Springfield Massachusetts USA Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com/ Document Id: NJMZMDE0-MZFJYZAX Certificate of Incorporation The commerce registry hereby certifies that DOMINION BANK & TRUST CO. LIMITED is this day incorporated under the Business Enterprise Regulations 2013 as a Global Business Company Given at the Commerce Registry Gambia, on 18th of September 2015 Company Number: Document Number: 88889141 MMM1MDRK-NMVMYZDJ Company Type: Document Type: active original To Verify: http://verify.icommerceregistry.com Certificate Numbers Numbers of Shares 1 30000 SHARE CERTIFICATE This is to Certify that : Timothy Baymon 30000 is/are the registered holder(s) of : shares of 100 denominated ordinary stock in USD DOMINION BANK & TRUST CO. LIMITED subject to the Memorandum and Articles of Association of the company. *This document is hereby executed by the company in the presence of the directors: Date : 2015-09-18 Company Seal : DOMINION BANK & TRUST CO. LIMITED Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com Document Id: MZBMNZU1-ZMQ0YZLK Certificate Numbers Numbers of Shares 2 20000 SHARE CERTIFICATE This is to Certify that : COMMUNION CHURCH EXTENSION FUND, INC 20000 is/are the registered holder(s) of : shares of 100 denominated ordinary stock in USD DOMINION BANK & TRUST CO. LIMITED subject to the Memorandum and Articles of Association of the company. *This document is hereby executed by the company in the presence of the directors: Date : 2015-09-18 Company Seal : DOMINION BANK & TRUST CO. LIMITED Company Type: ACTIVE, Document Type: ORIGINAL, To verify online, visit http://verify.icommerceregistry.com Document Id: MZBMNZU1-ZMQ0YZLK File Copy CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company Number 9263234 The Registrar of Companies for England and Wales, hereby certifies that LOBAL MORTGAG ES LTD is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales Given at Companies House, Cardiff, on 14th October 2014 The above information was oomrnunicated by electronic means and authenticated by the Registrar of Companies under section 1115 of the Companies Act 2006 Companies House are IN01(ef) Companies House Application to register a company Received for filing in Electronic Form at on the: 14/10/2014 X3IGD18X Company Name LOBAL MORTGAG ES LTD in fall: Company Type: Private limited by shares Situation of Registered England and Wales O?ice: Register SUITE B, 29 HARLEY STREET O?ice Address: LONDON ENGLAND 9QR I wish to entirely adopt the following model articles: Private (Ltd by Shares) Electronically Filed Docum enifor Company Number: 09263234 Page: 1 MA SOC Filing Number: 201996904280 Date: 5/9/2019 10:15:00 AM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $100.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 156D, Section 16.22; 950 CMR 113.57) Identification Number: 001211663 1. Exact name of the corporation: 2. Jurisdiction of Incorporation: OMNIPOINT TECHNOLOGY, INC. State: MA Country: 3,4. Street address of the corporation registered office in the commonwealth and the name of the registered agent at that office: Name: UNITED STATES CORPORATION AGENTS, INC. No. and Street: 101 BILLERICA AVE., BLDG. 5, SUITE 204 City or Town: NORTH BILLERICA State: MA Zip: 01862 Country: USA 5. Street address of the corporation's principal office: No. and Street: 235 EASTERN AVENUE City or Town: SPRINGFIELD State: MA Zip: 01109 Country: USA 6. Provide the name and addresses of the corporation's board of directors and its president, treasurer, secretary, and if different, its chief executive officer and chief financial officer. Title Individual Name First, Middle, Last, Suffix PRESIDENT TIMOTHY PAUL TREASURER GREGORY BELL SECRETARY SANDRA BAYMON DIRECTOR CATHLEEN TRIGG-JONES DIRECTOR TIMOTHY PAUL DIRECTOR JOSHUA LOGAN Address (no PO Box) Address, City or Town, State, Zip Code 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 57 THOMPSON STREET SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 7. Briefly describe the business of the corporation: OMNIPOINT TECHNOLOGY-BROADBAND INTERNET-VOIP-OTT 8. Capital stock of each class and series: Class of Stock Par Value Per Share Enter 0 if no Par Total Authorized by Articles of Organization or Amendments Total Issued and Outstanding CWP Num of Shares Total Par Value Num of Shares 10,000 $10.00 10,000 $0.00100 9. Check here if the stock of the corporation is publicly traded: 10. Report is filed for fiscal year ending: 12/31/ 2018 Signed by TIMOTHY PAUL , its PRESIDENT on this 9 Day of May, 2019 © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201996904280 Date: 5/9/2019 10:15:00 AM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $100.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 156D, Section 16.22; 950 CMR 113.57) Identification Number: 001211663 1. Exact name of the corporation: 2. Jurisdiction of Incorporation: OMNIPOINT TECHNOLOGY, INC. State: MA Country: 3,4. Street address of the corporation registered office in the commonwealth and the name of the registered agent at that office: Name: UNITED STATES CORPORATION AGENTS, INC. No. and Street: 101 BILLERICA AVE., BLDG. 5, SUITE 204 City or Town: NORTH BILLERICA State: MA Zip: 01862 Country: USA 5. Street address of the corporation's principal office: No. and Street: 235 EASTERN AVENUE City or Town: SPRINGFIELD State: MA Zip: 01109 Country: USA 6. Provide the name and addresses of the corporation's board of directors and its president, treasurer, secretary, and if different, its chief executive officer and chief financial officer. Title Individual Name First, Middle, Last, Suffix PRESIDENT TIMOTHY PAUL TREASURER GREGORY BELL SECRETARY SANDRA BAYMON DIRECTOR CATHLEEN TRIGG-JONES DIRECTOR TIMOTHY PAUL DIRECTOR JOSHUA LOGAN Address (no PO Box) Address, City or Town, State, Zip Code 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 57 THOMPSON STREET SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 7. Briefly describe the business of the corporation: OMNIPOINT TECHNOLOGY-BROADBAND INTERNET-VOIP-OTT 8. Capital stock of each class and series: Class of Stock Par Value Per Share Enter 0 if no Par Total Authorized by Articles of Organization or Amendments Total Issued and Outstanding CWP Num of Shares Total Par Value Num of Shares 10,000 $10.00 10,000 $0.00100 9. Check here if the stock of the corporation is publicly traded: 10. Report is filed for fiscal year ending: 12/31/ 2018 Signed by TIMOTHY PAUL , its PRESIDENT on this 9 Day of May, 2019 © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201996904280 Date: 5/9/2019 10:15:00 AM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $100.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 156D, Section 16.22; 950 CMR 113.57) Identification Number: 001211663 1. Exact name of the corporation: 2. Jurisdiction of Incorporation: OMNIPOINT TECHNOLOGY, INC. State: MA Country: 3,4. Street address of the corporation registered office in the commonwealth and the name of the registered agent at that office: Name: UNITED STATES CORPORATION AGENTS, INC. No. and Street: 101 BILLERICA AVE., BLDG. 5, SUITE 204 City or Town: NORTH BILLERICA State: MA Zip: 01862 Country: USA 5. Street address of the corporation's principal office: No. and Street: 235 EASTERN AVENUE City or Town: SPRINGFIELD State: MA Zip: 01109 Country: USA 6. Provide the name and addresses of the corporation's board of directors and its president, treasurer, secretary, and if different, its chief executive officer and chief financial officer. Title Individual Name First, Middle, Last, Suffix PRESIDENT TIMOTHY PAUL TREASURER GREGORY BELL SECRETARY SANDRA BAYMON DIRECTOR CATHLEEN TRIGG-JONES DIRECTOR TIMOTHY PAUL DIRECTOR JOSHUA LOGAN Address (no PO Box) Address, City or Town, State, Zip Code 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 57 THOMPSON STREET SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 7. Briefly describe the business of the corporation: OMNIPOINT TECHNOLOGY-BROADBAND INTERNET-VOIP-OTT 8. Capital stock of each class and series: Class of Stock Par Value Per Share Enter 0 if no Par Total Authorized by Articles of Organization or Amendments Total Issued and Outstanding CWP Num of Shares Total Par Value Num of Shares 10,000 $10.00 10,000 $0.00100 9. Check here if the stock of the corporation is publicly traded: 10. Report is filed for fiscal year ending: 12/31/ 2018 Signed by TIMOTHY PAUL , its PRESIDENT on this 9 Day of May, 2019 © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201996904280 Date: 5/9/2019 10:15:00 AM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $100.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 156D, Section 16.22; 950 CMR 113.57) Identification Number: 001211663 1. Exact name of the corporation: 2. Jurisdiction of Incorporation: OMNIPOINT TECHNOLOGY, INC. State: MA Country: 3,4. Street address of the corporation registered office in the commonwealth and the name of the registered agent at that office: Name: UNITED STATES CORPORATION AGENTS, INC. No. and Street: 101 BILLERICA AVE., BLDG. 5, SUITE 204 City or Town: NORTH BILLERICA State: MA Zip: 01862 Country: USA 5. Street address of the corporation's principal office: No. and Street: 235 EASTERN AVENUE City or Town: SPRINGFIELD State: MA Zip: 01109 Country: USA 6. Provide the name and addresses of the corporation's board of directors and its president, treasurer, secretary, and if different, its chief executive officer and chief financial officer. Title Individual Name First, Middle, Last, Suffix PRESIDENT TIMOTHY PAUL TREASURER GREGORY BELL SECRETARY SANDRA BAYMON DIRECTOR CATHLEEN TRIGG-JONES DIRECTOR TIMOTHY PAUL DIRECTOR JOSHUA LOGAN Address (no PO Box) Address, City or Town, State, Zip Code 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 57 THOMPSON STREET SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 7. Briefly describe the business of the corporation: OMNIPOINT TECHNOLOGY-BROADBAND INTERNET-VOIP-OTT 8. Capital stock of each class and series: Class of Stock Par Value Per Share Enter 0 if no Par Total Authorized by Articles of Organization or Amendments Total Issued and Outstanding CWP Num of Shares Total Par Value Num of Shares 10,000 $10.00 10,000 $0.00100 9. Check here if the stock of the corporation is publicly traded: 10. Report is filed for fiscal year ending: 12/31/ 2018 Signed by TIMOTHY PAUL , its PRESIDENT on this 9 Day of May, 2019 © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201996904280 Date: 5/9/2019 10:15:00 AM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $100.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Annual Report (General Laws, Chapter 156D, Section 16.22; 950 CMR 113.57) Identification Number: 001211663 1. Exact name of the corporation: 2. Jurisdiction of Incorporation: OMNIPOINT TECHNOLOGY, INC. State: MA Country: 3,4. Street address of the corporation registered office in the commonwealth and the name of the registered agent at that office: Name: UNITED STATES CORPORATION AGENTS, INC. No. and Street: 101 BILLERICA AVE., BLDG. 5, SUITE 204 City or Town: NORTH BILLERICA State: MA Zip: 01862 Country: USA 5. Street address of the corporation's principal office: No. and Street: 235 EASTERN AVENUE City or Town: SPRINGFIELD State: MA Zip: 01109 Country: USA 6. Provide the name and addresses of the corporation's board of directors and its president, treasurer, secretary, and if different, its chief executive officer and chief financial officer. Title Individual Name First, Middle, Last, Suffix PRESIDENT TIMOTHY PAUL TREASURER GREGORY BELL SECRETARY SANDRA BAYMON DIRECTOR CATHLEEN TRIGG-JONES DIRECTOR TIMOTHY PAUL DIRECTOR JOSHUA LOGAN Address (no PO Box) Address, City or Town, State, Zip Code 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 57 THOMPSON STREET SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 205 EASTERN AVENUE SPRINGFIELD, MA 01109 USA 7. Briefly describe the business of the corporation: OMNIPOINT TECHNOLOGY-BROADBAND INTERNET-VOIP-OTT 8. Capital stock of each class and series: Class of Stock Par Value Per Share Enter 0 if no Par Total Authorized by Articles of Organization or Amendments Total Issued and Outstanding CWP Num of Shares Total Par Value Num of Shares 10,000 $10.00 10,000 $0.00100 9. Check here if the stock of the corporation is publicly traded: 10. Report is filed for fiscal year ending: 12/31/ 2018 Signed by TIMOTHY PAUL , its PRESIDENT on this 9 Day of May, 2019 © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $10.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Principal Office (General Laws, Chapter 180, Section 10C) Identification Number: I, 001047336 MANUEL BELLAMY X Clerk Assistant Clerk , of COMMUNION CHURCH EXTENSION FUND, INC. having a principal office at: 1127 MAIN STREET, STE 401 SPRINGFIELD , MA 01103 USA certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the principal office of the corporation to: No. and Street: City or Town: 235 EASTERN AVENUE SPRINGFIELD State: MA Zip: 01109 SIGNED UNDER THE PENALTIES OF PERJURY, this 8 Day of August, 2019, MANUEL BELLAMY , Clerk / Assistant Clerk. © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved Country: USA MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: August 08, 2019 03:15 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $10.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Principal Office (General Laws, Chapter 180, Section 10C) Identification Number: I, 001047336 MANUEL BELLAMY X Clerk Assistant Clerk , of COMMUNION CHURCH EXTENSION FUND, INC. having a principal office at: 1127 MAIN STREET, STE 401 SPRINGFIELD , MA 01103 USA certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the principal office of the corporation to: No. and Street: City or Town: 235 EASTERN AVENUE SPRINGFIELD State: MA Zip: 01109 SIGNED UNDER THE PENALTIES OF PERJURY, this 8 Day of August, 2019, MANUEL BELLAMY , Clerk / Assistant Clerk. © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved Country: USA MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: August 08, 2019 03:15 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $10.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Principal Office (General Laws, Chapter 180, Section 10C) Identification Number: I, 001047336 MANUEL BELLAMY X Clerk Assistant Clerk , of COMMUNION CHURCH EXTENSION FUND, INC. having a principal office at: 1127 MAIN STREET, STE 401 SPRINGFIELD , MA 01103 USA certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the principal office of the corporation to: No. and Street: City or Town: 235 EASTERN AVENUE SPRINGFIELD State: MA Zip: 01109 SIGNED UNDER THE PENALTIES OF PERJURY, this 8 Day of August, 2019, MANUEL BELLAMY , Clerk / Assistant Clerk. © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved Country: USA MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: August 08, 2019 03:15 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $10.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Principal Office (General Laws, Chapter 180, Section 10C) Identification Number: I, 001047336 MANUEL BELLAMY X Clerk Assistant Clerk , of COMMUNION CHURCH EXTENSION FUND, INC. having a principal office at: 1127 MAIN STREET, STE 401 SPRINGFIELD , MA 01103 USA certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the principal office of the corporation to: No. and Street: City or Town: 235 EASTERN AVENUE SPRINGFIELD State: MA Zip: 01109 SIGNED UNDER THE PENALTIES OF PERJURY, this 8 Day of August, 2019, MANUEL BELLAMY , Clerk / Assistant Clerk. © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved Country: USA MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: August 08, 2019 03:15 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $10.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Principal Office (General Laws, Chapter 180, Section 10C) Identification Number: I, 001047336 MANUEL BELLAMY X Clerk Assistant Clerk , of COMMUNION CHURCH EXTENSION FUND, INC. having a principal office at: 1127 MAIN STREET, STE 401 SPRINGFIELD , MA 01103 USA certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the principal office of the corporation to: No. and Street: City or Town: 235 EASTERN AVENUE SPRINGFIELD State: MA Zip: 01109 SIGNED UNDER THE PENALTIES OF PERJURY, this 8 Day of August, 2019, MANUEL BELLAMY , Clerk / Assistant Clerk. © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved Country: USA MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: August 08, 2019 03:15 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM The Commonwealth of Massachusetts William Francis Galvin Minimum Fee: $10.00 Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 Certificate of Change of Principal Office (General Laws, Chapter 180, Section 10C) Identification Number: I, 001047336 MANUEL BELLAMY X Clerk Assistant Clerk , of COMMUNION CHURCH EXTENSION FUND, INC. having a principal office at: 1127 MAIN STREET, STE 401 SPRINGFIELD , MA 01103 USA certify that pursuant to General Laws, Chapter 180, Section 10C, the directors of said corporation have changed the location of the principal office of the corporation to: No. and Street: City or Town: 235 EASTERN AVENUE SPRINGFIELD State: MA Zip: 01109 SIGNED UNDER THE PENALTIES OF PERJURY, this 8 Day of August, 2019, MANUEL BELLAMY , Clerk / Assistant Clerk. © 2001 - 2019 Commonwealth of Massachusetts All Rights Reserved Country: USA MA SOC Filing Number: 201918974960 Date: 8/8/2019 3:15:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: August 08, 2019 03:15 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth AGREEMENT AND DECLARATION OF TRUST of DOMINION GLOBAL INVESTMENT CAPITAL TRUST (A Delaware Statutory Trust registered under File No. 6147072) As of September 13, 2016 AMENDED OCTOBER 25, 2016 1 TABLE OF CONTENTS PAGE ARTICLE I. NAME AND DEFINITIONS Section 1 Name Section 2 Definitions 4 4 4 ARTICLE II. SHARES Section 1 Beneficial Interest Section 2 Other Securities Section 3 Status of Shares Section 4 No Preemptive Rights Section 5 Trust Only Section 6 Issuance of Shares Section 7 Establishment and Designation of Series or Class Section 8 Register of Shares Section 9 Transfer Agent and Registrar Section 10 Transfer of Shares – Limitations on Ownership Section 11 Limitations of Liability and Indemnifications of Shareholders 6 6 7 7 7 8 8 8 11 11 12 17 ARTICLE III. TRUSTEES Section 1 Number, Election and Tenure Section 2 Effect of Resignation, Removal or Death Section 3 Vacancies Section 4 Meetings Section 5 Powers Section 6 Ownership of Assets of the Trust Section 7 Execution of Advisory, Management and Distribution Arrangements Section 8 Ownership of Shares Section 9 Limitation of Liability Section 10 Indemnifications 17 17 18 19 20 20 25 25 27 27 28 ARTICLE IV. SHAREHOLDERS Section 1 Meetings Section 2 Voting Section 3 Quorum and Required Vote Section 4 Proxies Section 5 Record Dates Section 6 Additional Provisions 28 28 28 29 29 29 30 ARTICLE V. REQUIREMENTS FOR THE APPROVAL OF CERTAIN TRANSACTIONS 30 30 Section 1 Required Vote ARTICLE VI. NET ASSET VALUE, DISTRIBUTIONS AND REDEMPTIONS Section 1 Determination of Net Asset Value Section 2 Distributions Section 3 Redemptions Section 4 Disclosure of Ownership 30 30 30 31 31 ARTICLE VII. DURATION, TERMINATION, REORGANIZATION AND AMENDMENTS 31 31 31 32 33 Section 1 Section 2 Section 3 Section 4 Duration Termination of the Trust or Any Series or Class Reorganization Amendments 2 ARTICLE VIII. MISCELLANOUS Section 1 Liability of Third Persons Dealing with Trustees Section 2 Filing of Copies, References, Headings Section 3 Applicable Law Section 4 Provisions in Conflict with Law or Regulations Section 5 Writings 34 34 34 34 35 35 3 AGREEMENT AND DECLARATION OF TRUST OF DOMINION GLOBAL INVESTMENT CAPITAL TRUST AGREEMENT AND DECLARATION OF TRUST made as of September 13, 2016, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder. WHEREAS, this Trust has been formed to carry on business as set forth more particularly hereunder; WHEREAS, the Trustees have agreed to manage all property coming into their hands as Trustees of a Delaware statutory trust in accordance with the provisions hereinafter set forth and; WHEREAS, the parties hereto intend that the Trust created by this Declaration (as defined below) and the Certificate of Trust filed with the Secretary of State of the State of Delaware on September 13, 2016, shall constitute a Statutory Trust under the Delaware Statutory Trust Act and that this Declaration shall constitute the governing instrument of such Statutory Trust. NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets that they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of shares of beneficial interest in this Trust as hereinafter set forth. ARTICLE I. Name and Definitions Section 1. Name This Trust shall be known as the “DOMINION GLOBAL INVESTMENT CAPITAL TRUST” and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. Section 2. Definitions Whenever used herein, unless otherwise required by the context or specifically provided: (a) “1940 Act” means the Investment Company Act of 1940, and the rules and regulations promulgated thereunder and exemptions granted therefrom, as amended from time to time; (b) “Administrator” means a party furnishing services to the Trust pursuant to any administration contract described in Article III, Section 7(a) hereof; 4 (c) “Affiliated Person” has the applicable meaning given it in the 1940 Act; (d) “Assignment” has the meaning given it in Section 2(a)(4) of the 1940 Act; (e) “Bylaws” mean the Bylaws of the Trust as amended or restated from time to time, which Bylaws are expressly herein incorporated by reference as part of the “governing instrument” within the meaning of the Delaware Act; (f) “Certificate of Trust” means the certificate of trust as amended or restated from time to time, filed by Craig Atkins in the Office of the Secretary of State of the State of Delaware in accordance with the Delaware Act; (g) “Class” means a Class of Shares of a Series of the Trust established in accordance with the provisions of Article II hereof; (h) “Code” means the Internal Revenue Code of 1986 (or any successor statute), as amended from time to time, and the rules and regulations thereunder, as adopted or amended from time to time; (i) “Commission” has the meaning given it in the 1940 Act; (j) “Continuing Trustee” means Timothy (Paul) Baymons and any other Trustee whose election is approved by a majority of the Continuing Trustees then on the Board of Trustees; (k) “Declaration” means this Agreement and Declaration of Trust, as amended, supplemented or amended and restated from time to time; (l) “Delaware Act” means the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq., as amended from time to time; (m)“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder and exemptions granted therefrom, both as amended from time to time; (n) “Interested Person” has the meaning given it in Section 2(a)(19) of the 1940 Act; (o) “Investment Adviser” means a party furnishing services to the Trust pursuant to any investment advisory contract described in Article III, Section 7(a) hereof; (p) “Person” means and includes natural persons, corporations, partnerships, limited partnerships, statutory trusts and foreign statutory trusts, trusts, limited liability companies, associations, joint ventures, estates, custodians, nominees and any other individual or entity in its own or any representative capacity, any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, and governments and agencies and political subdivisions thereof, in each case whether domestic or foreign; 5 (q) “Principal Underwriter” has the meaning given it in Section 2(a)(29) of the 1940 Act; (r) “Securities Act” means the Securities Act of 1933, as amended; (s) “Series” or “Series of Shares” refers to the division of Shares into two or more Classes as provided in Article II hereof; (t) “Shareholder” means as of any particular time the holders of record of outstanding Shares of the Trust, at such time; (u) “Shares” means the transferable units of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares, or, if more than one Class or Series of Shares is authorized by the Trustees, the transferable units of beneficial interest (including fractions of Shares as well as whole Shares) into which each Class or Series of shares shall be divided from time to time; (v) “Trust” means the Delaware statutory trust established by this Declaration, as amended from time to time, inclusive of each amendment; (w) “Trust Property” means as of any particular time any and all property, real or personal, tangible or intangible, which is from time to time owned or held by or for the account of the Trust or any Series; (x) “Trustee” means the person or persons who are Continuing Trustees and all other persons who may from time to time be duly elected or appointed and have qualified to serve as Trustees in accordance with the provisions hereof, in each case so long as such person shall continue in office in accordance with the terms of this Declaration, and reference herein to a Trustee or the Trustees shall refer to such person or persons in his or her or their capacity as Trustees hereunder. ARTICLE II. Shares Section 1. Beneficial Interest The interest of the beneficiaries hereunder shall be divided into an unlimited number of transferable shares of beneficial interest, par value $0.01 per share. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable when the consideration determined by the Trustees (if any) therefor shall have been received by the Trust. Section 2. Other Securities The Trustees may, subject to the Trust’s investment policies and the requirements of the 1940 Act, authorize and issue such other securities of the Trust as they determine to be necessary, desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the Trustees see fit, including rights to purchase Shares, 6 preferred interests, debt securities or other senior securities. To the extent that the Trustees authorize and issue preferred shares of any Class or Series, they are hereby authorized and empowered to amend or supplement this Declaration, as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. The Trustees are also authorized to take such actions and retain such persons as they see fit to offer and sell such securities. Section 3. Status of Shares (a) The Shares shall be personal property giving only the rights in this Declaration specifically set forth. (b) Every Shareholder, by virtue of having become a Shareholder, shall be held to have expressly assented and agreed to be bound by the terms of this Declaration and the Bylaws. (c) The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees. Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares. (d) Other than distribution charges of any agent or any Person, including, without limitation, the custodian, transfer agent, shareholder servicing agent or similar agent, lawyer, accountant or broker, for which the Trustees shall have the power to cause each Shareholder to pay directly, in advance or arrears, a pro rata amount as defined from time to time by the Trustees, no Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Series or Class. (e) Shareholders shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust. (f) The death, incapacity, dissolution, termination, or bankruptcy of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, not entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitle such representative only to the rights of such Shareholder under this Declaration. Section 4. No Preemptive Rights The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights or privileges or to cumulative voting rights, except as specified in this Article II or as specified by the Trustees when creating the Shares, as in preferred shares. Any or all of the Shares, whenever authorized, may be issued, or may be reissued and transferred if such Shares have been reacquired and have treasury status, to any person, firm, corporation, trust, partnership, association or other entity for such 7 lawful consideration and on such terms as the Board of Trustees determines in its discretion without first offering the Shares to any such holder. Section 5. Trust Only It is the intention of the Trustees to create a statutory trust pursuant to the Delaware Act, thus only creating the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners, or members of a joint stock association. Section 6. Issuance of Shares (a) The Trustees, in their discretion, may from time to time issue shares without vote of the Shareholders, including preferred shares that may have been established pursuant to Section 2 of this Article II, in addition to the then-issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the Trustees may determine, including pursuant to shareholder rights or similar plans that provide for the issuance of Shares to certain Shareholders, to the extent permissible under Delaware law and the 1940 Act, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of, liabilities) and businesses. (b) The Trustees may from time to time divide or combine the Shares of any Series or Class thereof into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series or Class thereof in the assets held with respect to that Series, provided that nothing in this Section 6(b) shall limit the ability of the Trustees to cause Shares to be issued pursuant to Section 6(a) of this Article II; (c) Issuance and redemptions of Shares may be made in whole Shares and/or 1/1,000ths of a Share or multiples thereof as the Trustees may determine. Section 7. Establishment and Designation of Series or Class (a) The establishment and designation of any Series or Class of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of such Series or Class of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. 8 (b) Shares of each Series or Class of the Trust established pursuant to this Article II, unless otherwise provided in the resolution establishing such Series or Class, shall have the following relative rights and preferences: (i) Assets held with Respect to a Particular Series All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived (including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall irrevocably be held separately with respect to that Series for all purposes, subject only to the rights of creditors of such Series, from the assets of the Trust and every other Series and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived (including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds), in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. Separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held and accounted for separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such Series. (ii) Liabilities Held with Respect to a Particular Series The assets of the Trust held with respect to each particular Series shall be charged against the liabilities of the Trust held with respect to that Series and all expenses, costs, charges, and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities of the Trust which are not readily identifiable as being held with respect to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. All liabilities, expenses, costs, charges, and reserves so charged to a Series or Class are herein referred to as “liabilities held with respect to” that Series or Class. Each allocation of liabilities, expenses, costs, charges, and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets held with respect to such Series only and not against the 9 assets of the Trust generally or against the assets held with respect to any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees’ discretion, be set forth in the Certificate of Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series. (iii) Dividends and Distributions Notwithstanding any other provisions of this Declaration, including, without limitation, Article VI, no dividend or distribution, including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class with respect to, nor any redemption or repurchase of, the Shares of any Series or Class, shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder or any particular Series or Class otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The dividends and distributions or other payments, including those for any Class that hereafter may be created, shall be in such amounts as may be declared from time to time by the Board of Trustees, whether by specifying the amounts, establishing formulas, or otherwise, and such dividends and distributions may vary from Class to Class to such extent and for such purposes as the Board of Trustees may deem appropriate, including, but not limited to, the purposes of complying with requirements of regulatory or legislative authorities or the terms of any preference attaching to one or more Classes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Shareholders. (iv) Equality All the Shares of each particular Series shall represent an equal proportionate interest in the assets held with respect to that Series (subject to the liabilities held with respect to that Series or Class thereof and such rights and preferences as may have been established and designated with respect to any Class within such Series). Subject to the adoption of shareholder rights or similar plans as set forth in Section 6(a) of this Article IV, each Share of any particular Series shall be equal to each other Share of that Series and, with respect to any Class of a Series, each such Class shall represent interests in the assets of that Series and have the same voting, dividend, liquidation and other rights and terms and conditions as each other Class of that Series, except that expenses allocated to a Class may be borne solely by such Class as determined by the Trustees and a Class may have exclusive voting rights with respect to matters affecting only that Class. 10 (v) Fractions Any fractional Share of a Series or Class thereof shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust. (vi) Combination of Series The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, unless otherwise required by applicable law, to combine the assets and liabilities held with respect to any two or more Series or Classes into assets and liabilities held with respect to a single Series or Class; provided, however, that the Trustees may not change Outstanding Shares in a manner materially adverse to Shareholders of such Series or Class. Section 8. Register of Shares (a) The ownership of Shares shall be recorded on the books of the Trust or those of a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series or Class of the Trust. (b) No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. (c) The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares of each Series or Class of the Trust and similar matters. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust. (d) The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series or Class of the Trust and as to the number of Shares of each Series or Class of the Trust held from time to time by each Shareholder. (e) No Shareholder shall be entitled to receive any payment of a dividend or distribution, nor to have notice given to him as provided herein or in the Bylaws, until he or she has given his or her address to the Trust or to the Trust’s transfer or similar agent. 11 Section 9. Transfer Agent and Registrar (a) The Trustees shall have power to employ a transfer agent or transfer agents, and a registrar or registrars, with respect to the Shares. The transfer agent or transfer agents may keep the applicable record books therein, the original issues and transfers, if any, of the said Shares. (b) Any transfer agents and/or registrars that the Trustees employ shall perform the duties that are usually performed by transfer agents and registrars of certificates of stock in a corporation, as modified by the Trustees. Section 10. Limitations on Ownership (a) Except as otherwise provided by the Trustees, Shares shall be transferable on the record books of the Trust only by the record holder thereof or by his or her duly authorized agent upon delivery to the Trustees or the Trust’s transfer or similar agent of a duly executed instrument of transfer (together with a Share certificate if one is outstanding), and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees, including compliance with any securities laws and contractual restrictions as may reasonably be required. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the Bylaws, the transfer shall be recorded on the record books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder, and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee, or agent of the Trust, shall be affected by any notice of a proposed transfer. (b) Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable record books of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law. (c) Certain Acquisitions Prohibited (i) Restrictions on Certain Acquisitions of Shares If a Person a shall attempt to purchase or acquire in any manner whatsoever, whether voluntarily or involuntarily, by operation of law or otherwise, any Shares or any option, warrant or other right to purchase or acquire Shares (such warrant, option, or security being an “Option”) or any securities convertible into or exchangeable for Shares or any interest in any other entity that directly, indirectly or constructively owns any Shares (any such purchase or acquisition being an “Acquisition”), in each case, whether voluntary or involuntary, of record, beneficially, by operation of law or otherwise 12 (provided, however, that a transaction that is a pledge (and not an acquisition of tax ownership for U.S. federal income tax purposes) shall not be deemed an Acquisition but a foreclosure pursuant thereto shall be deemed to be an Acquisition), and such Acquisition shall cause such Person to become an owner of greater than 4.99 percent of the Shares within the meaning of Section 382 of the Code with respect to the Trust (a “Five Percent Shareholder”) or increase the percentage of Shares owned by a Five Percent Shareholder, then such Person shall be a “Restricted Holder” and such Shares shall be “Excess Shares,” and such Acquisition of Excess Shares shall not be permitted and such transfer of Excess Shares to the Restricted Holder shall be void ab initio except as authorized pursuant to this Article II, Section 10; provided, however, that for purposes of determining the existence and identity of, and the amount of Shares owned by, any Five Percent Shareholders or Restricted Holders, the Trust is entitled to rely conclusively on (a) the existence and absence of filings of Schedules 13D and 13G under the Exchange Act(or any similar schedules) as of any date and (b) the Trust’s actual knowledge of the ownership of the Shares. (ii) Request for Exceptions The restrictions contained in this Article II, Section 10, are for the purpose of reducing the risk that any change in the ownership of Shares may jeopardize the preservation of the Trust’s U.S. federal, state and local income tax attributes under Code Section 382 or equivalent provisions of state or local law (collectively, the “Tax Benefits”). In connection therewith, and to provide for the effective policing of these provisions, a Restricted Holder who proposes to effect an Acquisition of Excess Shares, prior to the date of the proposed Acquisition, shall request in writing (a “Request”) that the Board of Trustees review the proposed Acquisition of Excess Shares and authorize or not authorize the proposed Acquisition pursuant to this Subsection (c)(ii). A Request shall be mailed or delivered to the Secretary of the Trust at the Trust’s principal place of business. Such Request shall be deemed to have been delivered only when actually received by the Secretary of the Trust. A Request shall include: (1) the name, address and telephone number of the Restricted Holder; (2) a description of the interest proposed to be Acquired by the Restricted Holder; (3) the date on which the proposed Acquisition is expected to take place; (4) the name of the intended transferor of the interest to be Acquired by the Restricted Holder; and (5) a Request that the Board of Trustees authorize, if appropriate, the Acquisition of Excess Shares pursuant to this Subsection (c)(ii) and inform the Restricted Holder of its determination regarding the proposed Acquisition. If a Restricted Holder duly submits a proper and complete Request to the Secretary of the Trust, at the next regularly scheduled meeting of the Board of Trustees following the tenth business day after receipt by the Secretary of the Trust of the Request, the Board of Trustees will act to determine whether to authorize the proposed Acquisition described in the Request, in accordance with this Subsection (c)(ii) and Article II, Section 10, Subsection (e). The Board of Trustees shall conclusively determine whether to authorize the proposed Acquisition, in its sole discretion and judgment, and shall cause the Restricted Holder making the Request to be informed of such determination as soon as practicable thereafter. (d) Effect of Unauthorized Acquisition 13 Any Acquisition of Excess Shares attempted or purported to be made in violation of this Article II, Section 10, shall be null and void ab initio to the fullest extent permitted by law. In the event of an attempted or purported Acquisition of Excess Shares by a Restricted Holder in violation of this Article II, Section 10, the Trust shall be deemed to be the agent for the transferor of the Excess Shares. The Trust shall be such agent for the limited purpose of consummating a sale of the Excess Shares to a Person who is not a Restricted Holder (an “Eligible Transferee”), which may include, without limitation, the transferor. The record ownership of the Excess Shares shall remain in the name of the transferor until the Excess Shares have been sold by the Trust or its assignee, as agent, to an Eligible Transferee. Neither the Trust, as agent, nor any assignee of its agency hereunder, shall be deemed to be a Shareholder nor be entitled to any rights of a Shareholder, including, but not limited to, any right to vote the Excess Shares or to receive dividends or liquidating distributions in respect thereof, if any, but the Trust or its assignee shall only have the right to sell and transfer the Excess Shares on behalf of and as agent for the transferor to another person or entity; provided, however, that an Acquisition to such other person or entity does not violate the provisions of this Article II, Section 10. Until the Excess Shares are acquired by an Eligible Transferee, the rights to vote and to receive dividends and liquidating distributions with respect to the Excess Shares shall remain with the transferor. The intended transferee of the Excess Shares and the Restricted Holder with respect to any Excess Shares shall not be entitled to any rights of Shareholders, including, but not limited to, the rights to vote or to receive dividends and liquidating distributions with respect to the Excess Shares. In the event of a permitted sale and transfer, whether by the Trust or its assignee, as agent, the proceeds of such sale shall be applied first, to reimburse the Trust or its assignee for any expenses incurred by the Trust acting in its role as the agent for the sale of the Excess Shares, second, to the extent of any remaining proceeds, to reimburse the intended transferee for any payments made to the transferor by such intended transferee for such shares, and the remainder, if any, to the original transferor. (e) Authorization of Acquisition of Shares by a Restricted Holder The Board of Trustees may authorize an Acquisition of Excess Shares by a Restricted Holder, if, in its sole discretion and judgment it determines that the Acquisition is in the best interests of the Trust and its Shareholders. In deciding whether to approve any proposed Acquisition of Excess Shares by a Restricted Holder, the Board of Trustees may seek the advice of counsel (including with respect to the Trust’s preservation of the Tax Benefits) and may request all relevant information from the Restricted Holder with respect to all Shares directly or indirectly owned by such Restricted Holder. Any Person who makes a Request of the Board of Trustees pursuant to Article II, Section 10, to effect an Acquisition of Excess Shares shall reimburse the Trust, on demand, for all reasonable costs and expenses incurred by the Trust with respect to any proposed Acquisition, including, without limitation, the Trust’s reasonable costs and expenses incurred in determining whether to authorize that proposed Acquisition. (f) Certain Indirect Prohibited Acquisitions In the event an Acquisition would be in violation of this Article II, Section 10, as a result of attribution under federal tax and securities laws to the intended transferee of 14 the ownership of Shares by a Person (an “Other Person”) who is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 10, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) shall automatically be deemed to have transferred to the Trust, sufficient Shares (which Shares shall: (i) consist only of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Shares) to cause the intended transferee, following such transfer to the Trust, not to be in violation of the restrictions contained in this Article II, Section 10; provided, however, that to the extent the foregoing provisions of this subsection (f) would not be effective to prevent an Acquisition in violation of this Article II, Section 10, the restrictions contained in this Article II, Section 10, shall apply to such other Shares owned by the intended transferee (including Shares actually owned by Other Persons), in a manner designed to minimize the amount of Shares subject to the restrictions contained in this Article II, Section 10, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 3 (which Shares shall be treated as Excess Shares). (g) Prompt Enforcement and Further Actions After obtaining actual knowledge of an Acquisition of Excess Shares by a Restricted Holder, the Trust shall demand the surrender, or cause to be surrendered, to it, the Excess Shares, or any proceeds received upon a sale of the Excess Shares, and any dividends or other distributions made with respect to the Excess Shares. If such surrender is not made within 30 business days from the date of such demand, the Trust may institute legal proceedings to compel such transfer; provided, however, that nothing in this Subsection (g) shall: (i) be deemed inconsistent with the Acquisition of the Excess Shares being deemed null and void pursuant to subsection (d) hereof; (ii) preclude the Trust in its discretion from immediately bringing legal proceedings without a prior demand; or (iii) cause any failure of the Trust to act within the time periods set forth in this subsection (c) to constitute a waiver or loss of any right of the Trust under this Article II, Section 10. (h) Damages Any Restricted Holder who knowingly violates the provisions of this Article II, Section 10, and any persons controlling, controlled by or under common control with such a Restricted Holder, shall be jointly and severally liable to the Trust for, and shall indemnify and hold the Trust harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in or elimination of the Trust’s ability to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation. 15 (i) Conditions to Acquisition, Responsibilities of Transfer Agent The Trust may require, as a condition to the registration of the Acquisition of any Shares or the payment of any distribution on any of its Shares, that the intended transferee or payee furnish to the Trust all information reasonably requested by the Trust with respect to all the direct or indirect ownership interests in such Shares. The Trust may make such arrangements or issue such instructions to its transfer agent as may be determined by the Board of Trustees to be necessary or advisable to implement this Article II, Section 10, including, without limitation, instructing the transfer agent not to register any Acquisition of Shares on the Trust’s record books if the transfer agent has knowledge that such Acquisition would be prohibited by this Article II, Section 10, and/or authorizing such transfer agent to require an affidavit from an intended transferee regarding such Person’s actual and constructive ownership of Shares and other evidence that an Acquisition will not be prohibited by this Article II, Section 10, as a condition to registering any Acquisition. (j) Authority of Board of Trustees to Interpret Nothing contained in this Article II, Section 10, shall limit the authority of the Board of Trustees to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Trust and to preserve the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law or other event or situation making one or more of the following actions necessary or desirable, the Board of Trustees may, by adopting a written resolution and without Shareholder approval, modify or interpret the definitions of any terms or conditions set forth in this Article II, Section 10 as appropriate to prevent an ownership change for purposes of Section 382 of the Code; provided, however, that the Board of Trustees shall not cause there to be such modification or interpretation unless it concludes in writing that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits, and its conclusion is based upon a written opinion of legal and/or tax counsel to the Trust. The Trust and the members of the Board of Trustees shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the President, a Secretary, Treasurer, other officers of the Trust, the person or persons performing the functions of such officers, or of the Trust’s legal counsel, independent auditors, transfer agent, or other employees or agents in making the determinations and findings contemplated by this Article II, Section 10, and the members of the Board of Trustees shall not be responsible for any good faith errors made in connection therewith. (k) NYSE Transactions Nothing in this Article II, Section 10 shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange or any other national or international securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article II, Section 10 and any transferee in such a transaction 16 shall be subject to all of the provisions and limitations set forth in this Article II, Section 10. (l) Severability If any part of the provisions of this Article II, Section 10, are judicially determined to be invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of the provisions of this Article II, Section 10, which shall be thereafter interpreted as if the invalid or unenforceable part were not contained herein, and, to the maximum extent possible, in a manner consistent with preserving the ability of the Trust to utilize to the greatest extent possible the Tax Benefit. (m) Expiration Each provision of this Article II, Section 10, shall apply until such time as the Board of Trustees determines in its sole discretion that such provision is no longer necessary for the preservation of the Corporation’s Tax Benefits or otherwise necessary or advisable. Section 11. Limitations of Liability and Indemnification of Shareholders (a) Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware. No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. If a Shareholder of the Trust is made a party to any suit or proceeding to enforce any such liability, the Shareholder shall not, on account thereof, be held to any personal liability. (b) If any Shareholder or former Shareholder of any Series shall be held to be personally liable solely by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust, on behalf of the applicable Series, may, at its option, assume the defense of any such claim made against such Shareholder. Neither the Trust nor the applicable Series shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without the prior written notice to, and consent of, the Trust. 17 ARTICLE III. Trustees Section 1. Number, Election and Tenure (a) Prior to a public offering of shares there may be a sole Trustee. Thereafter, the number of Trustees shall be the number fixed from time to time by a written instrument signed by a majority of the Continuing Trustees then in office, or by resolution approved at a duly constituted meeting by a majority of the Continuing Trustees then in office. (b) The Board of Trustees shall be divided into three Classes: Class I, Class II and Class III. The number of the Trustees in each class shall be determined by resolution of the Board of Trustees. The Board of Trustees may determine by resolution those Trustees who shall be elected by Shareholders of a particular Class or Series of Shares (e.g., by a Class or Series of preferred shares) and may set forth in the Bylaws of the Trust or elsewhere the procedures for the qualification, nomination, appointment, and election of such Trustees. The term of office of Class I Trustees shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the registration statement relating to the Shares under the Securities Act. The term of office of Class II Trustees shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the registration statement relating to the Shares under the Securities Act. The term of office of Class III Trustees shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the registration statement relating to the Shares under the Securities Act. At each subsequent annual election, the Trustees chosen to succeed those whose terms are expiring shall be identified as being in the same class as the Trustees whom they succeed, and shall be elected for a term expiring at the time of the third succeeding annual meeting of Shareholders, or thereafter in each case when their respective successors are elected and qualified. The number of trusteeships shall be apportioned among the classes by the Board of Trustees so as to maintain the number of Trustees in each class as nearly equal as possible. (c) In the event that less than the majority of the Trustees holding office have been elected by the Shareholders, the Trustees then in office shall call a Shareholders’ meeting for the election of Trustees. (d) Each Trustee shall serve during the lifetime of the Trust until he or she dies; resigns; has reached the mandatory retirement age, if any, as set by the Trustees; is declared incompetent by a court of appropriate jurisdiction; or is removed, or, if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. Section 2. Effect of Resignation, Removal or Death (a) A Trustee may resign at any time by written instrument signed by him or her and delivered to any officer of the Trust or to a meeting of the Trustees. Such 18 resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. Upon the resignation of a Trustee, each such resigning Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of such resigning Trustee. (b) A Trustee may be removed only for cause by action of the Shareholders taken by the holders of shares with at least seventy-five (75) percent of the votes then entitled to be cast in an election of Trustees, or, in the case of Trustees elected by holders of senior securities, only by action of the holders of such senior securities with at least seventy-five (75) percent of the votes then entitled to be cast by the holders of such senior securities. As used in this Section 2 (b), “senior securities” has the meaning assigned to such term by Section 18 of the 1940 Act. Upon the removal of a Trustee, each such removed Trustee shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of such removed Trustee. (c) The death, declination to serve, resignation, retirement, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration. Section 3. Vacancies (a) Whenever a vacancy in the Board of Trustees shall occur, the remaining Continuing Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article and the Bylaws, consistent with the limitations of the 1940 Act, by a written instrument signed by a majority of the Continuing Trustees then in office. (b) If the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that Class or Series may fill any vacancy among the number of Trustees elected by that Class or Series. (c) Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article and the Bylaws, consistent with the limitations of the 1940 Act, made by a written instrument signed by a majority of the Continuing Trustees then in office. (d) Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. 19 (e) No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Section 4. Meetings (a) The Board of Trustees may set forth in the Bylaws or elsewhere the requirements for the conduct of meetings of the Board of Trustees and any committee of the Trustees, including requirements as to notice of meetings, quorum for meetings, voting and actions taken by written consent. Section 5. Powers (a) The Trustees in all instances shall act as principals for and on behalf of the Trust and their acts shall bind the Trust. Subject to the provisions of this Declaration, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility, including the power to engage in securities transactions of any kind on behalf of the Trust. The Trustees may perform such acts as, in their sole discretion, are proper for conducting the business of the Trust. (b) The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Declaration. (c) The Trustees shall have the exclusive authority to adopt and from time to time amend or repeal Bylaws for the conduct of the business of the Trust (d) The enumeration of any specific power herein shall not be construed as limiting the aforesaid powers. Such powers of the Trustees may be exercised without order of or resort to any court. Without limiting the foregoing, the Trustees may: (i) (ii) (iii) (iv) enlarge or reduce the number of Trustees, specifying the date when such action shall become effective, and fill vacancies caused by enlargement of their number or by the death, resignation, retirement or removal of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees, consisting of one or more Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine; employ one or more custodians of the assets of the Trust and authorize such custodians to employ sub-custodians and to deposit all or any part 20 of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; (v) employ an Administrator for the Trust and authorize such Administrator to employ sub-administrators; employ an Investment Adviser to the Trust and authorize such Investment Adviser to employ sub-advisers; retain a transfer agent or a shareholder servicing agent, or both; (vi) and distribution of Shares by the Trust directly or through one or more Principal Underwriters or otherwise; (vii) redeem, repurchase and transfer Shares pursuant to applicable law; (viii) with respect to various matters; (ix) of each Series from the assets of such Series; (x) and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such Investment Adviser, Investment Manager, Administrator, sub-adviser, sub- manager, sub-administrator, custodian, transfer or shareholder servicing agent, or Principal Underwriter. (e) Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. (f) Unless otherwise specified herein or in the Bylaws or required by law, any action by the Trustees shall be deemed effective if approved or taken by a majority of the Trustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. (g) Without limiting the foregoing, the Trustees shall also have the power and authority to cause the Trust (or to act on behalf of the Trust) to: (h) invest and reinvest cash and other property, to hold cash or other property uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of or enter into contracts for the future acquisition or delivery of securities and other instruments and property of every nature and kind, including, without limitation, shares or interests in openend or closed-end investment companies or other pooled investment vehicles, common and preferred stocks, warrants and rights to purchase securities, all types of bonds, debentures, stocks, negotiable or non-negotiable instruments, loans, obligations, participations, other evidences of indebtedness, certificates of deposit or indebtedness, commercial papers, repurchase agreements, bankers’ acceptances, derivative instruments, and other securities or properties of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including without limitation, states, territories, and possessions of the United States and the District of Delaware and any political subdivision, agency, or instrumentality thereof, and foreign government or any political subdivision of the United States Government or any foreign government, or any international instrumentality, or by any bank or savings institution, or by any corporation or organization 21 organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or engage in “when issued” or delayed delivery transactions and in all types of financial instruments and hedging and risk management transactions; change the investments of the assets of the Trust; and to exercise any and all rights, powers, and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers, and privileges in respect of any of said instruments; (i) sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options (including, options on futures contracts) with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series; (ii) vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property and to execute and deliver proxies or powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (iii) exercise powers and right of subscription or otherwise which in any manner arise out of ownership or securities; (iv) hold any security or property in any form, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (v) consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust; (vi) join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (vii) compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including, but not limited to, claims for taxes; (viii) enter into joint ventures, general or limited partnerships and any other combinations or associations; 22 (ix) borrow funds or other property in the name of the Trust exclusively for Trust purposes and in connection therewith issue notes or other evidence of indebtedness and to mortgage and pledge the Trust Property or any part thereof to secure any or all of such indebtedness; (x) endorse or guarantee the payment of any notes or other obligations of any Person, to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof, and to mortgage and pledge the Trust Property or any part thereof to secure any of or all of such obligations; (xi) purchase and pay for entirely out of Trust Property such insurance as the Trustees may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, Investment Advisers, Principal Underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, Investment Adviser, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against liability; (xii) adopt, - purchase, savings, thrift and other retirement, incentive and benefit plans and trusts, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; (xiii) the business of an investment company, and exercise all the powers necessary or appropriate to the conduct of such operations; (xiv) enter into contracts of any kind and description; (xv) employ as custodian of any assets of the Trust one or more banks, trust companies or companies that are members of a national securities exchange or such other entities as the Commission may permit as custodians of the Trust, subject to any conditions set forth in this Declaration or in the Bylaws; (xvi) employ auditors, counsel or other agents of the Trust, subject to any conditions set forth in this Declaration or in the Bylaws; (xvii) interpret the investment policies, practices, or limitations of any Series or Class; and (xviii) establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes, and with separate Shares representing beneficial interests in such Series, and to establish separate Classes, all in accordance with the provisions of Article II; 23 (xix) allocate, to the fullest extent permitted by Section 3804 of the Delaware Act, assets, liabilities and expenses of the Trust to a particular Series and liabilities and expenses to a particular Class or to apportion the same between or among two or more Series or Classes, provided that any liabilities or expenses incurred by a particular Series or Class shall be payable solely out of the assets belonging to that Series or Class as provided for in Article II; and (xx) engage in any lawful act or activity in which a statutory trust organized under the Delaware Act may engage subject to the requirements of the 1940 Act. (xxi) The Trust shall not be limited to investing in obligations maturing before the possible termination of the Trust or one or more of its Series. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. The Trust may pursue its investment program and any other powers as set forth in this Section 5 of Article III either directly or indirectly through one or more subsidiary vehicles at the discretion of the Trustees or by operating in a master feeder structure. (i) Except as prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any Investment Adviser, Administrator, Principal Underwriter, distributor or transfer agent for the Trust or with any Interested Person of such person. The Trust may employ any such person, or entity in which such person is an Interested Person, as broker, legal counsel, registrar, Investment Adviser, Administrator, Principal Underwriter, distributor, transfer agent, dividend disbursing agent, shareholder servicing agent, custodian or in any other capacity upon customary terms. (j) The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreement and other instruments. (k) The Trustees shall have the power to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Trust, other than the Share ledger, shall be open to inspection by Shareholders. No Shareholder shall have any right to inspect any account, book, or document of the Trust except to the extent permitted by statute or the Bylaws. (l) Subject to Article II, Section 7, the Trustees shall have the power to pay, directly or indirectly through contractual arrangements, out of the assets or income of the 24 Trust any expenses and disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust and its Series and maintaining its existence; costs of preparing and printing the prospectuses, statements of additional information and Shareholder reports of the Trust and each Series and delivering them to Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, stationery and supplies; fees and expenses of the Trustees; compensation of the Trust’s officers and employees and costs of other personnel performing services for the Trust or any Series; costs of Trustee meetings; Commission registration fees and related expenses; registration fees and related expenses under state or foreign securities or other laws; and for such non-recurring items as may arise, including litigation to which the Trust or a Series (or a Trustee or officer of the Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the appropriate Series, or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and expenses. Section 6. Ownership of Assets of the Trust The assets of the Trust shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, removal or death of a Trustee, he or she shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial ownership in the Trust or Series. 25 Section 7. Execution of Advisory, Management and Distribution Arrangements (a) Subject to such requirements and restrictions as may be set forth under federal and/or state law and in the Bylaws, including, without limitation, the requirements of Section 15 of the 1940 Act, the Trustees may, at any time and from time to time, contract for exclusive or non-exclusive advisory, management and/or administrative services (including, in each case, one or more sub-advisory, sub-management or sub-administration services) for the Trust or for any Series (or Class thereof) with any corporation, trust, association, or other organization, including any Affiliated Person; and any such contract may contain such other terms as the Trustees may determine, including, without limitation, authority for the Investment Adviser or Administrator to supervise and direct the investment of all assets held, and to determine from time to time without prior consultation with the Trustees what securities and other instruments or property shall be purchased or otherwise acquired, owned, held, invested or reinvested in, sold, exchanged, transferred, mortgaged, pledged, assigned, negotiated or otherwise dealt with or disposed of, and what portion, if any, of the Trust Property shall be held uninvested and to make changes in the Trust’s or a particular Series’ investments; authority for the Investment Adviser or Administrator to delegate certain or all of its duties under such contracts to qualified investment advisers and administrators, or such other activities as may specifically be delegated to such party. (b) The Trustees may also, at any time and from time to time, contract with any corporation, trust, association, or other organization, appointing it exclusive or non-exclusive distributor or Principal Underwriter for the Shares of one or more of the Series (or Classes) or other securities to be issued by the Trust. Every such contract (i) shall comply with such requirements and restrictions as may be set forth under federal and/or state law and in the Bylaws, including, without limitation, the requirements of Section 15 of the 1940 Act, (ii) may contain such other terms as the Trustees may determine, and (iii) may provide for the repurchase or sale of securities of the Trust by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with persons who are not registered securities dealers to further the purposes of the distribution or repurchase of the securities of the Trust. (c) The Trustees are also empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust as the Board of Trustees determines to be in the best interests of the Trust and the applicable Series, including appointing it or them to act as the custodian, transfer agent dividend disbursing agent, fund accountant and/or shareholder servicing agent for the Trust or one or more of its Series. Every such contract shall comply with such requirements and restrictions as may be set forth under federal and/or state law and in the Bylaws or stipulated by resolution of the Trustees. (d) The Trustees may adopt a plan or plans of distribution with respect to Shares of any Series or Class and enter into any related agreements, whereby the Series or 26 Class finances directly or indirectly any activity that is primarily intended to result in sales of its Shares, subject to the requirements of applicable laws and regulations. (e) The fact that: (i) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Investment Adviser, Administrator, sub-adviser, sub- administrator, Principal Underwriter, distributor, or affiliate or agent of or for any corporation, trust, association, or other organization, or for any parent or affiliate of any organization with which an advisory, management, or administration contract, or Principal Underwriter’s or distributor’s contract, or transfer agent, shareholder servicing agent or other type of service contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust; or that (ii) any corporation, trust, association or other organization with which an advisory, management, or administration contract or Principal Underwriter’s or distributor’s contract, or transfer agent or shareholder servicing agent contract may have been or may hereafter be made also has an advisory, management, or administration contract, or Principal Underwriter’s or distributor’s or other service contract with one or more other corporations, trusts, associations, or other organizations, or has other business or interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the requirements of the 1940 Act. Section 8. Ownership of Shares Any Trustee, officer or agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent. The Trustees may issue and sell and cause to be issued and sold Shares to, and redeem such Shares from, any such Person or any firm or company in which such Person is interested, subject only to the general limitations contained herein or in the Bylaws relating to the sale and redemption of such Shares. Section 9. Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the Delaware Act, no Trustee or officer of the Trust shall have any liability to the Trust or its Shareholders for money damages, and no Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from an act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. This limitation of liability applies to events occurring at the time a person serves as a Trustee or officer of the Trust whether or not such person is a Trustee or officer at the time of any proceeding in which liability is asserted. No provision of this Article III, 27 Section 9 shall be effective to protect or purport to protect any Trustee or officer of the Trust against any liability to the Trust or its Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Trustee or officer of the Trust is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, that Trustee or officer shall not, on account thereof, be held to any personal liability. No amendment to the Declaration shall affect the right of any person under this Section 9 based on any event, omission or proceeding prior to such amendment. (b) A Trustee who has been determined to be an “audit committee financial expert” for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 (“SOX”) or any successor provision thereto or has been designated as the Chairman or ViceChairman of the Board of Trustees by the Board of Trustees shall not be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination or designation than is any Trustee who has not been so designated. (c) Any repeal or modification of this Section 9 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. Section 10. Indemnification (a) The Trust shall indemnify and advance expenses to its currently acting and former Trustees to the fullest extent that indemnification of Trustees is permitted by the Delaware Act. The Trust shall indemnify and advance expenses to its currently acting and former officers to the same extent as its Trustees and to such further extent as is consistent with law. The Board of Trustees may by Bylaw, resolution or agreement make further provision for indemnification of Trustees, officers, employees and agents to the fullest extent permitted by the Delaware Act. No provision of this Article III, Section 10 shall be effective to protect or purport to protect any Trustee or officer of the Trust against any liability to the Trust or its Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. No amendment to the Declaration shall affect the right of any person under this Section 10 based on any event, omission or proceeding prior to such amendment. ARTICLE IV. Shareholders Section 1. Meetings Meetings of the Shareholders shall be called and notice thereof and record dates therefore shall be given and set as provided in the Bylaws. 28 Section 2. Voting (a) The Shareholders shall have power to vote only with respect to the election or removal of Trustees as provided in Article III hereof, and with respect to the approval of certain transactions as provided in Article V and Article VI, Section 3 hereof, and such additional matters relating to the Trust as may be required by applicable law, this Declaration, the Bylaws or any registration of the Trust with the Commission (or any successor agency), or as the Trustees may consider necessary or desirable. (b) Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. (c) Unless provided elsewhere in this Declaration, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except when required by the 1940 Act, Shares shall be voted by individual Series; (d) There shall be no cumulative voting in the election of Trustees. (e) Shares may be voted in person or by proxy. (f) Until Shares of a Class or Series are issued, the Trustees may exercise all rights of Shareholders of that Class or Series and may take any action required by law, this Declaration or the Bylaws to be taken by the Shareholders with respect to that Class or Series. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. Section 3. Quorum and Required Vote The provisions regarding the constitution of a quorum and the required vote for actions taken at meetings of the Shareholders shall be set as provided in the Bylaws. Section 4. Proxies A proxy may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Section 5. Record Dates For the purpose of determining the Shareholders of any Series (or Class) who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a date, which shall be before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such Series (or Class) having the right to receive such dividend or distribution. Without 29 fixing a record date, the Trustees may for distribution purposes close the register or transfer books for one or more Series (or Classes) at any time prior to the payment of a distribution. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series (or Classes). Section 6. Additional Provisions The Bylaws may include further provisions for Shareholders, votes and meetings and related matters. ARTICLE V. Requirements for the Approval of Certain Transactions Section 1. Required Vote Notwithstanding anything else contained herein or in the Bylaws, a favorable vote of the holders of at least seventy-five (75) percent of the outstanding Shares of each affected Class or Series of the Trust, voting separately as a Class or Series, shall be required to approve, adopt or authorize (i) a merger or consolidation or share exchange of the Trust with any other entity, other than an entity ninety (90) percent or more of which is owned by the Trust, (ii) a sale of all or substantially all of the assets of the Trust (other than in the regular course of its investment activities), or (iii) a liquidation or dissolution of the Trust, unless such action has previously been approved, adopted or authorized by the affirmative vote of at least seventy-five (75) percent of the total number of Trustees, in which case the affirmative vote of the holders of a majority of the outstanding shares of each affected Class or Series of the Trust, voting separately as a Class or Series, shall be required. Notwithstanding the foregoing, the approval of any affected Class or Series of the Trust shall not be required for any mortgage, pledge, or creation of any other security interest in any or all of the assets of the Trust, whether or not in the ordinary course of its business, or for the exercise of the rights and remedies provided with respect thereto. ARTICLE VI. Net Asset Value, Distributions and Redemptions Section 1. Determination of Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the registration statement or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the registration statement or as may otherwise be determined by the Trustees. The net asset value per Share shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading. 30 Section 2. Distributions Shareholders are entitled to receive dividends and distributions in such amounts and at such times as may be determined by the Trustees, as the Trustees may deem necessary or desirable. Distributions pursuant to this Section 2 may be among the Shareholders of record of the applicable Class or Series of Shares at the time of declaring a distribution or among the Shareholders of record at such later date as the Trustees shall determine and specify. The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as they otherwise may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes. Section 3. Redemptions The Shares of the Trust are not redeemable by Shareholders. Notwithstanding anything else contained herein or in the Bylaws, a favorable vote of (a) at least seventy-five (75) percent of the total number of Trustees, including a majority of the Trustees who are not Interested Persons of the Trust, (b) at least seventy-five (75) percent of the outstanding Shares of each Class or Series of the Trust (which includes common shares and preferred shares together) and (c) at least seventy-five (75) percent of all votes of preferred shares, if any, of the Trust, voting as a separate class, shall be required to approve, adopt or authorize an amendment to the Declaration that makes the Shares of the Trust a “redeemable security” (as that term is defined in section 2(a)(32) of the 1940 Act). Section 4. Disclosure of Ownership The holders of Shares or other securities of the Trust shall, upon demand, disclose to the Trustees, in writing, such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Code, the 1940 Act or other applicable laws or regulations, or to comply with the requirements of any other taxing or regulatory authority. ARTICLE VII. Duration, Termination, Reorganization and Amendments Section 1. Duration Subject to possible termination in accordance with the provisions of Section 2 of this Article VI, the Trust created hereby shall continue without limitation of time. 31 Section 2. Termination of the Trust or Any Series or Class (a) The Trust or any Series of Shares or Class thereof may be terminated at any time in accordance with Article V. (b) Upon the requisite Shareholder vote or action by the Trustees to terminate the Trust or any one or more Series of Shares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses, and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or Classes involved, ratably according to the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution. Thereupon, the Trust or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title, and interest of all parties with respect to the Trust or such Series or Class shall be canceled and discharged. (c) Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Act, which Certificate of Cancellation may be signed by any one Trustee. Section 3. Reorganization (a) The Trustees may, without Shareholder approval, unless such approval is required by applicable law or by the terms of Article V of this Declaration: (i) cause the Trust to merge or consolidate with or into one or more trusts (or Series thereof to the extent permitted by law), partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation); (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other Series (or Classes) of the Trust, one or more trusts (or Series or Classes thereof to the extent permitted by law), partnerships, associations, corporations; (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law; or (iv) cause the Trust to reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other state or jurisdiction. 32 (b) Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 3 may effect any amendment to the governing instrument of the Trust or effect the adoption of a new governing instrument of the Trust. (d) The Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits, or losses of the Trust or any Series or Class thereof may be transferred and, consistent with the requirements of Article V of this Declaration, may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any Series of Classes thereof. (e) The approval of the Trustees shall be sufficient, to the extent consistent with Article V of this Declaration, to cause the Trust, or any Series thereof, to sell and convey all or substantially all of the assets of the Trust or any affected Series to another Series of the Trust or to another entity to the extent permitted under the 1940 Act, for adequate consideration, which may include the assumption of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust or any affected Series, and which may include Shares or interest in such Series of the Trust, entity, or Series. Without limiting the generality of the foregoing, this provision may be utilized to permit the Trust to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder structure. Section 4. Amendments (a) Except as specifically provided in this Section 4, the Trustees may, without Shareholder vote, restate, amend, or otherwise supplement this Declaration. Shareholders shall have the right to vote on: (i) determined by the Trustees to affect the Shareholders’ right to vote granted in Article III, Sections 1 and 2 (regarding the election and removal of Trustees), Article V (regarding merger, sale of assets, or liquidation of the Trust) and Article VI, Section 3 (regarding the conversion of Shares to “redeemable securities”) hereof; (ii) Any Amendment to this Article VII, Section 4; (iii) Any Amendment that may require the Shareholders’ vote under applicable law or by the Trust’s registration statement, as filed with the Commission; and (iv) Any Amendment submitted to the Shareholders for their vote by the Trustees. 33 (b) The Trustees may not amend this Declaration to alter or amend the percentage of voting Shares required approving any transaction or matter which requires a specific Shareholder vote under this Declaration unless an equivalent vote of Shareholders has authorized such alteration or amendment. Notwithstanding anything else herein, no amendment hereof shall limit the rights to insurance provided by this Section 4 with respect to any acts or omissions of Persons covered thereby prior to such amendment nor shall any such amendment limit the rights to indemnification, as provided in the Bylaws with respect to any actions or omissions of Persons covered thereby prior to such amendment. The Trustees may, without Shareholder vote, restate, amend, or otherwise supplement the Certificate of Trust as they deem necessary or desirable. (c) A favorable vote of (a) at least seventy-five (75) percent of the total number of Trustees, including a majority of the Trustees who are not Interested Persons of the Trust, (b) at least seventy-five (75) percent of the outstanding Shares of each Class or Series of the Trust (which includes common shares and preferred shares together) and (c) at least seventy-five (75) percent of all votes of preferred shares, if any, of the Trust, voting as a separate class, shall be required to approve, adopt or authorize an amendment to this Article VII, Section 4. ARTICLE VIII. Miscellaneous Section 1. Liability of Third Persons Dealing with Trustees No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. Section 2. Filing of Copies, References, Headings The original or a copy of this Declaration and of each restatement and/or amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such restatements and/or amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this Declaration or of any such restatements and/or amendments. In this Declaration and in any such restatements and/or amendments, references to this Declaration, and all expressions such as “herein,” “hereof,” and “hereunder,” shall be deemed to refer to this Declaration as amended or affected by any such restatements and/or amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Declaration. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This Declaration may be executed in any number of counterparts each of which shall be deemed an original. Section 3. Applicable Law 34 (a) This Declaration and the Trust created hereunder are to be governed by and construed and enforced in accordance with, the laws of the State of Delaware. The Trust shall be of the type commonly called a statutory trust, and without limiting the provisions hereof, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts or actions that may be engaged in by statutory trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such actions. (b) Notwithstanding anything herein to the contrary, there shall not be applicable to the Trust, the Trustees, or this Declaration either the provisions of Section 3540 of Title 12 of the Delaware Code or any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts that relate to or regulate: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges; (ii) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust; (iii) the necessity for obtaining a court or other governmental approval concerning the acquisition, holding, or disposition of real or personal property; (iv) fees or other sums applicable to trustees, officers, agents or employees of a trust; (v) the allocation of receipts and expenditures to income or principal; (vi) restrictions or limitations on the permissible nature, amount, or concentration of trust investments or requirements relating to the titling, storage, or other manner of holding of trust assets; or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers or liabilities or authorities and powers of trustees that are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Declaration. Section 4. Provisions in Conflict with Law or Regulations (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any such provision is in conflict with the 1940 Act, the regulated investment company provisions of the Code, and the regulations thereunder, the Delaware Act or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction. 35 Section 5. Writings To the fullest extent permitted by applicable laws and regulations: (a) all requirements in this Declaration or in the Bylaws that any action be taken by means of any writing, including, without limitation, any written instrument, any written consent or any written agreement, shall be deemed to be satisfied by means of any electronic record in such form that is acceptable to the Trustees; and (b) all requirements in this Declaration or in the Bylaws that any writing be signed shall be deemed to be satisfied by any electronic signature in such form that is acceptable to the Trustees. IN WITNESS WHEREOF, the undersigned has caused these presents to be executed as of the day and year first above written. _________________________________ By: Name: Title: /s/ Timothy Baymon on behalf of Timothy (Paul) Baymon Trustee 36 State Of Delaware Entity Details 9/28/2016 12:14:30PM File Number: 6147072 Incorporation Date / Formation Date: 9/12/2016 Entity Name: DOMINION GLOBAL INVESTMENT CAPITAL TRUST Entity Kind: Statutory Trust Entity Type: General Residency: Domestic Status: Good Standing State: DELAWARE Status Date: 9/12/2016 Registered Agent Information Name: REGISTERED AGENTS LEGAL SERVICES, LLC Address: 1013 CENTRE RD City: WILMINGTON State: DE Country: Postal Code: 19805 Phone: 302-427-6970 Tax Information Last AnnualReport Filed: Tax Due: Annual Tax Assessment: Total Authorized Shares: Filing History (Last 5 Filings) Seq 1 Description Trust
8016498 No of Pages 1 Filing Date mm/dd/yyyy 9/12/2016 Filing Time 11:43 AM Effective Date mm/dd/yyyy 9/12/2016 To: 03/27/2017 Show All Payments 03/27/2016 PAYMENT HISTORY Page 1 Toll Free: (800) 746-2936 NMLS #:1852 This communication is from a debt collector attempting to collect a debt; any information obtained will be used for that purpose. However, if the debt is in active bankruptcy or has been discharged through bankruptcy, this communication is not intended as and does not constitute an attempt to collect a debt. Ocwen Loan Servicing, LLC Sincerely, Our company has recently received a request for information on the above referenced loan, which is enclosed for your review. Dear Baymon View Option : From: 57 Thompson St Springfield, MA 01109-3919 Property Address: Period Timothy Baymon Customer Name: 7143232531 03/27/2017 Loan Number : Date Helping Homeowners is What We Do!TM WWW.OCWEN.COM Ocwen Loan Servicing, LLC 1661 Worthington Road, Suite 100 West Palm Beach, FL. 33414 04/01/2016 05/01/2016 06/01/2016 07/01/2016 08/01/2016 09/01/2016 10/01/2016 11/01/2016 12/01/2016 01/01/2017 02/01/2017 03/01/2017 22543839 23128643 23128643 23640906 23640906 24312157 24312157 24312157 24857783 24857783 25514779 25514779 03/20/2017 03/20/2017 01/11/2017 01/11/2017 11/08/2016 11/08/2016 11/08/2016 08/24/2016 08/24/2016 06/29/2016 06/29/2016 04/27/2016 04/27/2016 0 Ending Balance 68 Payment 0 Payment 0 Payment 64 Payment 0 Payment 76 Payment 0 Payment 56 Payment 0 Payment 0 Payment 63 Payment 0 Payment 0 Payment $0.00 $695.78 $690.83 $715.68 $690.83 $700.78 $690.83 $690.83 $727.28 $712.87 $782.35 $712.87 $722.94 $707.62 $0.00 $0.00 $0.00 $219.54 $219.18 $218.81 $218.45 $218.09 $217.72 $217.36 $217.00 $216.64 $216.28 $215.92 $215.56 $215.20 $0.00 $0.00 $0.00 $167.18 $167.54 $167.91 $168.27 $168.63 $169.00 $169.36 $169.72 $170.08 $170.44 $170.80 $171.16 $171.52 $0.00 $0.00 Page 2 $0.00 $285.86 $304.11 $304.11 $304.11 $304.11 $304.11 $304.11 $304.11 $326.15 $326.15 $326.15 $326.15 $326.15 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $23.20 $0.00 $24.85 $0.00 $9.95 $0.00 $0.00 $36.45 $0.00 $69.48 $0.00 $10.07 $0.00 $0.00 ($208.34) AmountApplied PrincipalApplic InterestApplicat EscrowApplicati OptionalPro LateCharges OrAssessed ation ion on ducts ($13.25) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $260.00 FeeOther $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 ($5.25) $0.00 $0.00 $100,085.65 $100,085.65 $100,305.19 $100,524.37 $100,743.18 $100,961.63 $101,179.72 $101,397.44 $101,614.80 $101,831.80 $102,048.44 $102,264.72 $102,480.64 $102,696.20 $102,911.40 $102,911.40 $1,447.36 $1,447.36 $1,161.50 $1,856.83 $1,552.72 $1,759.50 $1,455.39 $1,151.28 $1,473.83 $1,169.72 $1,470.24 $1,144.09 $1,150.38 $824.23 $1,134.60 $1,134.60 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 NMLS #:1852 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5.25 $5.25 SuspenseAppli PrincipalBalanc EscrowBalance InterestArreara SuspenseBalan cation e geBalance ce Toll Free: (800) 746-2936 This communication is from a debt collector attempting to collect a debt; any information obtained will be used for that purpose. However, if the debt is in active bankruptcy or has been discharged through bankruptcy, this communication is not intended as and does not constitute an attempt to collect a debt. 03/01/2016 0 Investor Billable Exp Payment 22543839 0 Beginning Balance 03/30/2016 03/01/2016 Description 03/01/2016 PaymentRece DaysBetwee ivedDate nPayments Timothy Baymon Customer Name: CheckOrN PaymentDue umber Date 7143232531 Loan Number : Helping Homeowners is What We Do!TM WWW.OCWEN.COM Ocwen Loan Servicing, LLC 1661 Worthington Road, Suite 100 West Palm Beach, FL. 33414 Wells Fargo Simple Business Checking Account number: 2698813710 ■ January 1, 2017 - January 31, 2017 ■ Page 1 of 4 Questions? Available by phone 24 hours a day, 7 days a week: DOMINION GLOBAL INVESTMENT CAPITAL TRUST 17 STATE ST SUITE 4000 NEW YORK NY 10004-1501 Telecommunications Relay Services calls accepted 1-800-CALL-WELLS (1-800-225-5935) TTY: 1-800-877-4833 En español: 1-877-337-7454 Online: wellsfargo.com/biz Write: Wells Fargo Bank, N.A. (221) P.O. Box 6995 Portland, OR 97228-6995 Your Business and Wells Fargo Account options Visit wellsfargoworks.com to explore videos, articles, infographics, interactive tools, and other resources on the topics of business growth, credit, cash flow management, business planning, technology, marketing, and more. A check mark in the box indicates you have these convenient services with your account(s). Go to wellsfargo.com/biz or call the number above if you have questions or if you would like to add new services. Business Online Banking Online Statements Business Bill Pay Business Spending Report Overdraft Protection Account number: 2698813710 Activity summary Beginning balance on 1/1 Deposits/Credits Withdrawals/Debits $1,374,800.89 0.00 - 1,338,493.19 DOMINION GLOBAL INVESTMENT CAPITAL TRUST Connecticut account terms and conditions apply Ending balance on 1/31 $36,307.70 For Direct Deposit use Routing Number (RTN): 021101108 Average ledger balance this period $497,403.80 For Wire Transfers use Routing Number (RTN): 121000248 Overdraft Protection This account is not currently covered by Overdraft Protection. If you would like more information regarding Overdraft Protection and eligibility requirements please call the number listed on your statement or visit your Wells Fargo store. (221) Sheet Seq = 0039417 Sheet 00001 of 00002 ✓ ✓ ✓ ✓ Account number: 2698813710 ■ January 1, 2017 - January 31, 2017 ■ Page 2 of 4 Transaction history Date 1/6 1/9 1/9 1/10 1/11 1/11 1/17 1/17 1/19 1/19 1/23 1/23 1/23 1/24 1/24 1/25 Check Number Description 1003 Check Wire Trans Svc Charge - Sequence: 170109113299 Srf# 0065944009436369 Trn#170109113299 Rfb# WT Fed#01287 Citizens Bank, NAT /Ftr/Bnf=Cynthia Lopez, Atty at Law Srf# 0065944009436369 Trn#170109113299 Rfb# Check Wire Trans Svc Charge - Sequence: 170111108187 Srf# 0065944011775289 Trn#170111108187 Rfb# WT Fed#00822 Jpmorgan Chase Ban /Ftr/Bnf=Dean Mastrangelo Esquire Srf# 0065944011775289 Trn#170111108187 Rfb# 1005 Check 1004 Check 1006 Check 1007 Check Purchase authorized on 01/21 Guitar Center #556 W Springfiel MA P00000000230142709 Card 7141 1011 Check 1008 Check Non-WF ATM Withdrawal authorized on 01/24 I95 CT Tpke Sb Exit 41 Milford CT 00387024841462157 ATM ID Ac000690 Card 7141 Non-Wells Fargo ATM Transaction Fee Non-WF ATM Balance Inquiry Fee 01/24 I95 CT Tpke Milford CT ATM ID Ac000690 Card 7141 Deposits/ Credits Withdrawals/ Debits 5,000.00 30.00 Ending daily balance 1,369,800.89 500,000.00 869,770.89 600.00 30.00 869,170.89 515,000.00 354,140.89 250.00 310,000.00 2,000.00 2,500.00 1,876.19 43,890.89 39,390.89 500.00 500.00 202.50 36,514.70 2.50 2.00 36,309.70 36,307.70 Ending balance on 1/31 36,307.70 Totals $0.00 $1,338,493.19 The Ending Daily Balance does not reflect any pending withdrawals or holds on deposited funds that may have been outstanding on your account when your transactions posted. If you had insufficient available funds when a transaction posted, fees may have been assessed. Summary of checks written Number (checks listed are also displayed in the preceding Transaction history) Date Amount Number Date Amount 1/10 600.00 1005 1/17 250.00 5,000.00 1006 1/19 2,000.00 310,000.00 1007 1/19 2,500.00 1003 1/6 1004 1/17 Number Date Amount 1008 1/23 500.00 1011 * 1/23 500.00 * Gap in check sequence. Monthly service fee summary For a complete list of fees and detailed account information, please see the Wells Fargo Fee and Information Schedule and Account Agreement applicable to your account or talk to a banker. Go to wellsfargo.com/feefaq to find answers to common questions about the monthly service fee on your account. Fee period 01/01/2017 - 01/31/2017 How to avoid the monthly service fee Have any ONE of the following account requirements · Average ledger balance C1/C1 Standard monthly service fee $10.00 You paid $0.00 Minimum required This fee period $500.00 $497,404.00 3 ✔ Account number: 2698813710 ■ January 1, 2017 - January 31, 2017 ■ Page 3 of 4 Account transaction fees summary Service charge description Cash Deposited ($) Transactions Units used 0 8 Units included 3,000 50 Excess units 0 0 Service charge per excess units ($) 0.0030 0.50 Total service charges IMPORTANT ACCOUNT INFORMATION Amendment to our Funds Availability Policy Good news! Effective April 5, 2017, we've updated our funds availability policy to remove the delay of funds by one additional business day for certain checks deposited at a Wells Fargo location in Alaska. This applies only if the check was drawn on or payable at or through a paying bank not located in Alaska. Other funds availability policies are still in effect. Please see our Consumer Account Agreement for additional funds availability policies and details. Periodically, we may evaluate the timing of statements, monthly service fee assessment and interest payments to your accounts. We may adjust the timing in order to align your statement, monthly service fee assessment (if any) and interest payment dates with one another. You may receive a partial statement that reflects activity and interest payments from the last statement date to the date of the change. No monthly service fees will be assessed during a partial statement period and there will be no impact to your interest rate or compounding frequency. Sheet Seq = 0039418 Sheet 00002 of 00002 Total service charge ($) 0.00 0.00 $0.00 Account number: 2698813710 ■ January 1, 2017 - January 31, 2017 ■ Page 4 of 4 General statement policies for Wells Fargo Bank Notice: Wells Fargo Bank, N.A. may furnish information about accounts belonging to individuals, including sole proprietorships, to consumer reporting agencies. If this applies to you, you have the right to dispute the accuracy of information that we have reported by writing to us at: Overdraft Collections and Recovery, P.O. Box 5058, Portland, OR 97208-5058. ■ Account Balance Calculation Worksheet You must describe the specific information that is inaccurate or in dispute and the basis for any dispute with supporting documentation. In the case of information that relates to an identity theft, you will need to provide us with an identity theft report. Number Items Outstanding 1. Use the following worksheet to calculate your overall account balance. 2. Go through your register and mark each check, withdrawal, ATM transaction, payment, deposit or other credit listed on your statement. Be sure that your register shows any interest paid into your account and any service charges, automatic payments or ATM transactions withdrawn from your account during this statement period. 3. Use the chart to the right to list any deposits, transfers to your account, outstanding checks, ATM withdrawals, ATM payments or any other withdrawals (including any from previous months) which are listed in your register but not shown on your statement. ENTER A. The ending balance shown on your statement . . . . . . . . . . . . . . . . . . . . . .$. ADD B. Any deposits listed in your register or transfers into your account which are not shown on your statement. $ $ $ + $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ......$ CALCULATE THE SUBTOTAL (Add Parts A and B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ......$ SUBTRACT C. The total outstanding checks and withdrawals from the chart above . . . . . . . . . . . . . - $ CALCULATE THE ENDING BALANCE (Part A + Part B - Part C) This amount should be the same as the current balance shown in your check register . . . . . . . . . . . . . . . . . . . . . . . . . . .$. . Total amount $ ©2010 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. NMLSR ID 399801 Amount Wells Fargo Simple Business Checking Account number: 2698813710 ■ December 1, 2016 - December 31, 2016 ■ Page 1 of 4 Questions? Available by phone 24 hours a day, 7 days a week: DOMINION GLOBAL INVESTMENT CAPITAL TRUST 17 STATE ST SUITE 4000 NEW YORK NY 10004-1501 Telecommunications Relay Services calls accepted 1-800-CALL-WELLS (1-800-225-5935) TTY: 1-800-877-4833 En español: 1-877-337-7454 Online: wellsfargo.com/biz Write: Wells Fargo Bank, N.A. (221) P.O. Box 6995 Portland, OR 97228-6995 Your Business and Wells Fargo Account options Get a clear look at the business financing process to decide if and when business credit is right for you. Visit wellsfargoworks.com/credit to find out more. A check mark in the box indicates you have these convenient services with your account(s). Go to wellsfargo.com/biz or call the number above if you have questions or if you would like to add new services. Credit decisions subject to credit qualification. Business Online Banking Online Statements ✓ ✓ Business Bill Pay Business Spending Report Overdraft Protection Account number: 2698813710 Activity summary Beginning balance on 12/1 $200.00 Deposits/Credits 1,475,000.00 Withdrawals/Debits - 100,399.11 Ending balance on 12/31 Average ledger balance this period $1,374,800.89 $584,937.12 DOMINION GLOBAL INVESTMENT CAPITAL TRUST Connecticut account terms and conditions apply For Direct Deposit use Routing Number (RTN): 021101108 For Wire Transfers use Routing Number (RTN): 121000248 Overdraft Protection This account is not currently covered by Overdraft Protection. If you would like more information regarding Overdraft Protection and eligibility requirements please call the number listed on your statement or visit your Wells Fargo store. (221) Sheet Seq = 0054272 Sheet 00001 of 00002 ✓ Account number: 2698813710 ■ December 1, 2016 - December 31, 2016 ■ Page 2 of 4 Transaction history Date 12/8 12/8 12/19 12/19 12/21 12/21 12/21 12/29 Check Number Description WT Fed#00264 Webster Bank /Org=Dominion Trust 7520 Srf# Max14086942 Trn#161208075924 Rfb# Wire Trans Svc Charge - Sequence: 161208075924 Srf# Max14086942 Trn#161208075924 Rfb# WT F61219139829000 Pkbspap1xxx /Org=Servo C.V. Srf# F61219139829000 Trn#161219019724 Rfb# Wire Trans Svc Charge - Sequence: 161219019724 Srf# F61219139829000 Trn#161219019724 Rfb# Purchase authorized on 12/19 Battery Gardens New York NY S306354730984032 Card 7141 1001 Check 1000 Check Purchase authorized on 12/28 Center Square Gril East Longmead MA S306363108720329 Card 7141 Deposits/ Credits 5,000.00 Withdrawals/ Debits Ending daily balance 15.00 5,185.00 16.00 1,475,169.00 1,470,000.00 184.60 70,000.00 30,000.00 183.51 1,374,984.40 1,374,800.89 Ending balance on 12/31 1,374,800.89 Totals $1,475,000.00 $100,399.11 The Ending Daily Balance does not reflect any pending withdrawals or holds on deposited funds that may have been outstanding on your account when your transactions posted. If you had insufficient available funds when a transaction posted, fees may have been assessed. Summary of checks written (checks listed are also displayed in the preceding Transaction history) Number Date Amount 1000 12/21 30,000.00 Number Date Amount 1001 12/21 70,000.00 Monthly service fee summary For a complete list of fees and detailed account information, please see the Wells Fargo Fee and Information Schedule and Account Agreement applicable to your account or talk to a banker. Go to wellsfargo.com/feefaq to find answers to common questions about the monthly service fee on your account. Fee period 12/01/2016 - 12/31/2016 Standard monthly service fee $10.00 You paid $0.00 We waived the fee this fee period to allow you to meet the requirements to avoid the monthly service fee. This is the final period with the fee waived. For the next fee period, you need to meet the requirement(s) to avoid the monthly service fee. Minimum required How to avoid the monthly service fee Have any ONE of the following account requirements · Average ledger balance $500.00 This fee period $584,937.00 The Monthly service fee summary fee period ending date shown above includes a Saturday, Sunday, or holiday which are non-business days. Transactions occurring after the last business day of the month will be included in your next fee period. 3 ✔ C1/C1 Account transaction fees summary Service charge description Cash Deposited ($) Transactions Total service charges Units used 0 2 Units included 3,000 50 Excess units 0 0 Service charge per excess units ($) 0.0030 0.50 Total service charge ($) 0.00 0.00 $0.00 Account number: 2698813710 ■ December 1, 2016 - December 31, 2016 ■ Page 3 of 4 IMPORTANT ACCOUNT INFORMATION Amendment to our Funds Availability Policy Good news! Effective April 5, 2017, we've updated our funds availability policy to remove the delay of funds by one additional business day for certain checks deposited at a Wells Fargo location in Alaska. This applies only if the check was drawn on or payable at or through a paying bank not located in Alaska. Other funds availability policies are still in effect. Please see our Consumer Account Agreement for additional funds availability policies and details. Periodically, we may evaluate the timing of statements, monthly service fee assessment and interest payments to your accounts. We may adjust the timing in order to align your statement, monthly service fee assessment (if any) and interest payment dates with one another. You may receive a partial statement that reflects activity and interest payments from the last statement date to the date of the change. No monthly service fees will be assessed during a partial statement period and there will be no impact to your interest rate or compounding frequency. Sheet Seq = 0054273 Sheet 00002 of 00002 Account number: 2698813710 ■ December 1, 2016 - December 31, 2016 ■ Page 4 of 4 General statement policies for Wells Fargo Bank Notice: Wells Fargo Bank, N.A. may furnish information about accounts belonging to individuals, including sole proprietorships, to consumer reporting agencies. If this applies to you, you have the right to dispute the accuracy of information that we have reported by writing to us at: Overdraft Collections and Recovery, P.O. Box 5058, Portland, OR 97208-5058. ■ Account Balance Calculation Worksheet You must describe the specific information that is inaccurate or in dispute and the basis for any dispute with supporting documentation. In the case of information that relates to an identity theft, you will need to provide us with an identity theft report. Number Items Outstanding 1. Use the following worksheet to calculate your overall account balance. 2. Go through your register and mark each check, withdrawal, ATM transaction, payment, deposit or other credit listed on your statement. Be sure that your register shows any interest paid into your account and any service charges, automatic payments or ATM transactions withdrawn from your account during this statement period. 3. Use the chart to the right to list any deposits, transfers to your account, outstanding checks, ATM withdrawals, ATM payments or any other withdrawals (including any from previous months) which are listed in your register but not shown on your statement. ENTER A. The ending balance shown on your statement . . . . . . . . . . . . . . . . . . . . . .$. ADD B. Any deposits listed in your register or transfers into your account which are not shown on your statement. $ $ $ + $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ......$ CALCULATE THE SUBTOTAL (Add Parts A and B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ......$ SUBTRACT C. The total outstanding checks and withdrawals from the chart above . . . . . . . . . . . . . - $ CALCULATE THE ENDING BALANCE (Part A + Part B - Part C) This amount should be the same as the current balance shown in your check register . . . . . . . . . . . . . . . . . . . . . . . . . . .$. . Total amount $ ©2010 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. NMLSR ID 399801 Amount Wells Fargo Simple Business Checking Account number: 2698813710 ■ February 1, 2017 - February 28, 2017 ■ Page 1 of 4 Questions? Available by phone 24 hours a day, 7 days a week: DOMINION GLOBAL INVESTMENT CAPITAL TRUST 17 STATE ST SUITE 4000 NEW YORK NY 10004-1501 Telecommunications Relay Services calls accepted 1-800-CALL-WELLS (1-800-225-5935) TTY: 1-800-877-4833 En español: 1-877-337-7454 Online: wellsfargo.com/biz Write: Wells Fargo Bank, N.A. (221) P.O. Box 6995 Portland, OR 97228-6995 Your Business and Wells Fargo Account options Visit wellsfargoworks.com to explore videos, articles, infographics, interactive tools, and other resources on the topics of business growth, credit, cash flow management, business planning, technology, marketing, and more. A check mark in the box indicates you have these convenient services with your account(s). Go to wellsfargo.com/biz or call the number above if you have questions or if you would like to add new services. Business Online Banking Online Statements Business Bill Pay Business Spending Report Overdraft Protection Account number: 2698813710 Activity summary Beginning balance on 2/1 Deposits/Credits Withdrawals/Debits $36,307.70 0.00 - 26,319.59 DOMINION GLOBAL INVESTMENT CAPITAL TRUST Connecticut account terms and conditions apply Ending balance on 2/28 $9,988.11 For Direct Deposit use Routing Number (RTN): 021101108 Average ledger balance this period $22,378.47 For Wire Transfers use Routing Number (RTN): 121000248 Overdraft Protection This account is not currently covered by Overdraft Protection. If you would like more information regarding Overdraft Protection and eligibility requirements please call the number listed on your statement or visit your Wells Fargo store. (221) Sheet Seq = 0042940 Sheet 00001 of 00002 ✓ ✓ ✓ ✓ Account number: 2698813710 ■ February 1, 2017 - February 28, 2017 ■ Page 2 of 4 Transaction history Date 2/2 2/2 2/7 2/7 2/14 2/15 2/15 2/15 2/21 2/27 2/27 Check Number Description Non-WF ATM Withdrawal authorized on 02/02 I95 CT Tpke Sb Exit 10 Darien CT 00467033525225485 ATM ID Ac000763 Card 7141 Non-Wells Fargo ATM Transaction Fee Non-WF ATM Withdrawal authorized on 02/07 I95 CT Tpke Nb Darien Darien CT 00467038657489512 ATM ID 99000011 Card 7141 Non-Wells Fargo ATM Transaction Fee 1012 Check Non-WF ATM Withdrawal authorized on 02/15 161 Tolland Tpke Manchester CT 00467046859423035 ATM ID NH057514 Card 7141 Non-Wells Fargo ATM Transaction Fee Check 1009 Check Purchase authorized on 02/23 350 Grill Springfield MA S307055088371242 Card 7141 Purchase authorized on 02/25 Theodore's Springfield MA S007057048091559 Card 7141 Deposits/ Credits Withdrawals/ Debits 302.50 Ending daily balance 2.50 302.50 36,002.70 2.50 20,000.00 202.00 35,697.70 15,697.70 2.50 5,000.00 200.00 153.02 10,493.20 10,293.20 152.07 9,988.11 Ending balance on 2/28 9,988.11 Totals $0.00 $26,319.59 The Ending Daily Balance does not reflect any pending withdrawals or holds on deposited funds that may have been outstanding on your account when your transactions posted. If you had insufficient available funds when a transaction posted, fees may have been assessed. Summary of checks written Number (checks listed are also displayed in the preceding Transaction history) Date Amount Number Date Amount 2/15 5,000.00 1009 2/21 200.00 Number Date Amount 1012 * 2/14 20,000.00 * Gap in check sequence. Monthly service fee summary For a complete list of fees and detailed account information, please see the Wells Fargo Fee and Information Schedule and Account Agreement applicable to your account or talk to a banker. Go to wellsfargo.com/feefaq to find answers to common questions about the monthly service fee on your account. Fee period 02/01/2017 - 02/28/2017 Standard monthly service fee $10.00 You paid $0.00 Minimum required This fee period How to avoid the monthly service fee Have any ONE of the following account requirements · Average ledger balance $500.00 C1/C1 $22,378.00 3 ✔ Account transaction fees summary Service charge description Cash Deposited ($) Transactions Total service charges Units used 0 3 Units included 3,000 50 Excess units 0 0 Service charge per excess units ($) 0.0030 0.50 Total service charge ($) 0.00 0.00 $0.00 Account number: 2698813710 ■ February 1, 2017 - February 28, 2017 ■ Page 3 of 4 IMPORTANT ACCOUNT INFORMATION Effective 4/15/2017 if the primary checking account for your debit card is closed or delinked for any reason, we will designate another eligible linked checking account as the primary account. If there are no other eligible linked checking accounts, your debit card will be closed. If you have one or more savings accounts linked to this debit card, you may request an ATM card for continued access. Amendment to our Funds Availability Policy Good news! Effective April 5, 2017, we've updated our funds availability policy to remove the delay of funds by one additional business day for certain checks deposited at a Wells Fargo location in Alaska. This applies only if the check was drawn on or payable at or through a paying bank not located in Alaska. Other funds availability policies are still in effect. Please see our Consumer Account Agreement for additional funds availability policies and details. Sheet Seq = 0042941 Sheet 00002 of 00002 Account number: 2698813710 ■ February 1, 2017 - February 28, 2017 ■ Page 4 of 4 General statement policies for Wells Fargo Bank Notice: Wells Fargo Bank, N.A. may furnish information about accounts belonging to individuals, including sole proprietorships, to consumer reporting agencies. If this applies to you, you have the right to dispute the accuracy of information that we have reported by writing to us at: Overdraft Collections and Recovery, P.O. Box 5058, Portland, OR 97208-5058. ■ Account Balance Calculation Worksheet You must describe the specific information that is inaccurate or in dispute and the basis for any dispute with supporting documentation. In the case of information that relates to an identity theft, you will need to provide us with an identity theft report. Number Items Outstanding 1. Use the following worksheet to calculate your overall account balance. 2. Go through your register and mark each check, withdrawal, ATM transaction, payment, deposit or other credit listed on your statement. Be sure that your register shows any interest paid into your account and any service charges, automatic payments or ATM transactions withdrawn from your account during this statement period. 3. Use the chart to the right to list any deposits, transfers to your account, outstanding checks, ATM withdrawals, ATM payments or any other withdrawals (including any from previous months) which are listed in your register but not shown on your statement. ENTER A. The ending balance shown on your statement . . . . . . . . . . . . . . . . . . . . . .$. ADD B. Any deposits listed in your register or transfers into your account which are not shown on your statement. $ $ $ + $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ......$ CALCULATE THE SUBTOTAL (Add Parts A and B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ......$ SUBTRACT C. The total outstanding checks and withdrawals from the chart above . . . . . . . . . . . . . - $ CALCULATE THE ENDING BALANCE (Part A + Part B - Part C) This amount should be the same as the current balance shown in your check register . . . . . . . . . . . . . . . . . . . . . . . . . . .$. . Total amount $ ©2010 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. NMLSR ID 399801 Amount PIDA 9697824572 OBJEKTETS ORG NR: 14/09/17 ÄRENDE FÖRTECKNl NG 969782-4572 OBJTYP: KB DNR: 106701/17 10:23 REGDAT: 2017-02-22 FIRMA.: DGIC TRUST Kommanditbolag SIDA: 1 DIARIENR. RUBRICERING/ATGÄRDER 106701/17 PTR 14048/17 NYB 2017-02-22 2017-02-20 AVSL.DAT K K ANM ARKIV PIDD 1404817 DlARlEFÖRlNGSBlLD 14/09/17 10:23 DNR....: 14048/17 ENH: R3 INK DAT: 2017-01-10 08:00 ANT INNEL Ä OBJ TYP: KB ORG NR.: 969782-4572 DIARIEF AV.: ABE TYP: FIRMA..: DGIC TRUST Kommanditbolag INK MEDIA..: P REG LÄN: Stockholms RÄK PER: - - RUBR...: NYB SÄTE: Stockholm RÄKAR: E-POST INGIVARE.............: AVS....: NAMN..: CRATON AB ADRESS: BOX 6026 HANDL..: ECH POSTNR: 580 06 ORT: LINKÖPING ANK....: 244 LAND..: - - SALDO: 1200 MEDDEL.: 2017-02-09 - - KORR AVSL: 2017-02-27 MWI KOMPL..: 2017-02-10 TID DNR: l OMP(J): ÖKL(J): NYTT DNR..: AVSLUT: 2017-02-20 KUNG.DAT: 2017-02-22 REG 808 Bolagsverket Nyregistrering Kommanditbolag 851 81 Sundsvall 0771-670 670 www.bolagsverket.se 902 1 []• (4) Mer information sidan3 Skickatill: :=l �j� J�> Bolagsverket 851 81 Sundsvall Fyll l blanketten på din dator eller texta tydligt. Underteckna blanketten och skicka in den i original. 1- l 1. Kontaktperson i detta ärende Kom ihåg att fylla i e-postadress och telefonnummer så att vi enkelt kan kontakta dig. Kontaktpersonens förnamn och efternamn Företagsnamn eraton AB Postadress Postnummer Box 6026 58006 Postort Linköping Talefonnummer dagtid E�postadress l Ev. depositionskontonr (tre siffror) 2. Företagets adress Postadress l Postfack 1084 Postnummer 116 74 Postort E-postadress Stockholm Kommun Län Stockholm Stockholm 3. F öretagsnamn Lämna gärna flera förslag och låt dem bli så olika som möjligt. Förslag nr 1 (Skriv alti l d detta förslag när du betalar registreringsavgiften.) Dominion Global Investment Capital Trust Kommanditbolag Förslag nr2 Förslag nr 3 4. Verksamhet Preelsera verksamheten till bransch. Trust- och stiftelseförvaltning, 5. Komp l ementärer med obegränsat ansvar. Personnummer/organisationsnummer Land (om bosatt utomlands) 98378386 Gambia Efternamn/för iJridisk person skriv registrerat företagsnamn se P8. Samtliga förnamn Övrigt, för företagsnamn Övrigt, för adress Postadress se P8. samt därmed förenlig verksamhet. Postnummer l Postort Ban jul, Personnummar/organisa.tionsnummer land (om bosatt utomlands) Efternamn/för juridisk person skriv registrerat företagsnamn Samtliga förnamn Postadress Postnummer l Postort med begränsat ansvar. Kom ihåg att fylla i insats. .. ommand'1td, e agare Personnummer/organisationsnummer Land (om bosatt utomlands) 10474688 Storbritannien Efternamniför juridisk person skriv registrerat företagsnamn Dominion Corporate Services Samtliga förnamn Ltd Postadress Postnummer 20-22 Wenlock Road N1 7GU l Gambia l i� � å å � · r n Postort London, Storbritannien 2 (4) ••tt . agare Fortsa mng 6 K ommand"ltder· Personnummer/organisationsnummer Land (om bosatt utomlands) Efternamn/för j..Jridisk person skriv registrerat företagsnamn Samtliga förnamn Postadress Postnummer Personnummer/organisationsnummer Land (om bosatt utomlands) Efternamn/för jJridisk person skriv registrerat företagsnamn Samtliga förnamn Postadress Postnummer Personnummer/organisationsnummer land (om bosatt utomlands) Efternamn/för jJridisk person skriv registrerat företagsnamn Samtliga förnamn Postadress Postnummer l l l l insats kronor l insats kronor l insats kronor Postort Postort Postort 7. Firmateckning � 1) Firman tecknas av komplementäran D 2) Firman tecknas av komplementärerna var för sig D 3) Firman tecknas av komplementärerna gemensamt D 4) Firman tecknas av komplementärerna två i förening D 5) Firman tecknas av komplementärerna tre i förening D 6) Firman tecknas enligt nedan Fyll i eventuell annan firmateckning här a. Övrigt .nn Namn: Dominion Adress: Enterprise House. �j 9. Underskrift Samtli '-J <.. / International Insurance Company Ltd. One Enterprise Way. Enterprise Zone. a kom lementärer och kommanditdelä are ska skriva under anmälan. Obs! Använd blå bläc enna. Datum Namnförtydligande Timothy Bernard BAYMON som firmatecknare för: International Insurance Timothy Bernard Dominion Company Lu/ BAYMON som firmatecknare för: Dominion Corporate Services Ltd 1 O. Registreringsavgift Vi bör jar inte handlägga ärendet förrän avgiften har kommit in till oss. Skriv det först föreslagna företagsnamnet på betalnin en. Betalningssätt � Bankgiro 5050-0255 D Plusgiro 95 06 08-0 r l ; : ',,. s: a c... "O m � (!) :l. � �· o 3 3 (!) � .., (!) ca � .., ':< o o 3 o :::::!. o o o c 3 (!) CQ. 3. ::J� !l> � � o N ::::'\ l o -1 I I N s: �. If) 0"\ � ('l') o o ....-{ """"' o ('.. """"! o C'>l l l l l Doc!Jment:N!Jmber: NZCYNTHI-YJJIMJVM . ·l;>ocllment 'l '• Type: CERTIFICATE OF INCORPORATION OF A P RIVATE LIMITED COMPANY ,....., - Company Number 10474688 The Registrar of Campanies for England and Wales, hereby certifies that DOMINION CORPORATE SERVICES LTD is this day incorporated under the Campanies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales. Given at Campanies House, Cardiff, on 11th November 2016. The above information was communicated by electronic means and authenticated by the Registrar of Campanies under section 1115 of the Campanies Act 2006 i'-R0Fc0 � 'Il� &da" c,<..� C< '"1i o ;p • Campanies House :· . · ·:. . • • • • • •• • •• • •• ••••• • � � <\. 0�-'IND �»"'-<:;> C/} '4 .;;;: THE OFFICIAL SEAL OF THE REGISTRAR OF COMPANIES . :....; Company Register Information Company Number: 1 047 4688 Company Name: DOMINION CORPORATE SERVICES LTD Registared Office: 20-22 WENLOCK ROAD Date ofincorporation : 1 11 1 112016 LONDON ENGLAND N 1 7GU Company Type: Private Limited Company Country of Origin: United Kingdom status: Active Nature Of Business (SIC): 82990 Other business support service activities not elsawhere classified Number of Charges: - ( O outstanding l O part satisfied l O satisfied) Previous Names No previous name information has been recorded over the last 20 years. Key Filing Dates Accounting Reference Date: Last Accounts Made Up To: Next Accounts Due: 30111 (NO ACCOUN TS FILED) 1 110812018 Last Return Made Up To: Next Confirmatian statement Due: 241 1 1120 17 Last Bulk Shareholders List: Not available 2 Current Appointments Number of current appointments: 1 DIRECTOR: B AYMON, TIMOTHY BERNARD M R Appointed: 11111/2016 Nationality: UNITED STATES No. of Appointments: 2 Address: 20-22 WEN LOCK ROAD Date of Birth: **/03/1966 LONDON ENGLAND N1 7GU Country/State of Residence: UNITED STATES This Report excludes resignations 3 Recent Filing History Documents filed since 11/11/2016 DATE FORM 11/11/2016 NEWINC 1111112016 1111112016 L ATESTSOC MOD EL ARTICLES DESCRIPTION CERTIFICATE O F INCORPORATIONGENERAL COMPANY DETAILS & STATEMEN TS OF;OF FICERS, CAPITAL & SHAREHOLDINGS, GUARAN TEE, COMPLIANCEMEMORANDUM OF ASSOCIATION 11111116 STATE M ENT OF C AP ITAL;GBP 1 MODEL ARTICLES ADOPTED: PRIVATE LIM/TED BY SHARES This Report excludes 88(2) Share Allotment documents 4 Pettersson Lena Från: skickat: Till: Ämne: Craton AB < kontakt@craton.se > den 10 februari 2017 14:48 bolagsverket@bolagsverket.se Ärende # 14048/17 Bolagsverket Till den det berör Ärende nummer 14048/17 Var god pröva följande nya namnförslag: l. 2. 3. Dominion Global lnvestment Trust (Scandinavia) Kommanditbolag DGIC TRUST Kommanditbolag Dominion Global lnvestment Capital Trust Sweden Kommanditbolag 4.1st Dominion Capital Trust Kommanditbolag 5. 6. Dominion Global Partners Trust Kommanditbolag Dominion Trust Seandinavia Kommanditbolag 7. DIC TRUST Kommanditbolag 8. Dominion International Trust Kommanditbolag 9. Global Dominion lnvestment Trust Kommanditbolag 10. Global Dominion lnvestment Capital Trust Kommanditbolag eraton AB Ombud i ärendet l Print Print Form Form APPLICATION FORM FOR A CORPORATE ACCOUNT Demand Deposit Account (USD and EUR accounts 50,000 minimum balance at all times. Other currencies 50,000 USD equivalent minimum balance at all times.) Term Deposit Account (Offered in all currency. Minimum USD and EUR 50,000. All other currencies 50,000 USD equivalent.) CURRENCY OF ACCOUNT US Dollar Canadian Dollar Euro British Pound Swiss Franc Australian Dollar COMPANY INFORMATION Name of Company: Type of Business: Corporation Limited Liability Company/Partnership Company Registration No: Other: Country of Incorporation: Company Address (No. P.O.Box): City: Zip/Postal Code: Telephone: Fax: Website Address: Email Address: Country: ORGANIZATION FATCA CLASSIFICATION 1. Non-US Financial Institution (FFI) PFFI NPFFI 2. Non-Financial Foreign Entity (NFFE) U.S. Owned Passive NFFE Tin# Required: Direct Reporting NFFE G.I.I.N. Required: Non Participating NFFE 3. Exempt NFFE Address Controlling Office/Headquarters (If different from above): City: Zip/Postal Code: Telephone: Fax: Website Address: Email Address: Registered Agent Name: Address: City: Zip/Postal Code: Telephone: Fax: Website Address: Email Address: YOUR INTERNATIONAL PAYMENT PARTNER Country: Country: Japanese Yen ACCOUNT NAME: ______________________ Print Print Form Form ACCOUNT NUMBER: COMPANY INFORMATION Does the Company have Bearer Shares? YES NO (If yes, please complete the Letters of Undertaking for Beneficial Owner and Registered Agent) Do any of the Company's activities require a license from a government or regulatory body? (If yes, please provide details of activity and evidence of license) YES NO _______________________________________________________________________________________________________ _______________________________________________________________________________________________________ Are you opening this account for the benefit of a third party? YES NO (N/A - Deposit taking institutions, mutual funds administrators; and securities dealers) Date Trading Commenced/Business Established: ________________________________________________________________ Please list all countries in/with which your business takes place: __________________________________________________ ______________________________________________________________________________________________________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 2 ACCOUNT NAME: ______________________ Print Print Form Form ACCOUNT NUMBER: BANK MANDATE - CORPORATE ACCOUNT Date: ___________________________ 1. AUTHORITY TO OPEN ACCOUNT Pursuant to the powers vested in me by a Resolution of the Board of Directors, of the Company, a certified copy of which is provided herewith, (the "Resolution"), I/We hereby request, authorize and confirm for and on behalf of the Company: a. That you, Dominion Bank (the "Bank") open an account or accounts in the name of the Company and at any time subsequently open such further accounts in the name of the Company of whatever nature as the officers, a list of whose names and specimens of whose signatures are set out in the attached Instruction Schedule (the "Instruction Schedule") as the same may be amended from time to time (each an "Authorized Signatory" and together the "Authorized Signatories"), shall direct. b. That the Bank opens a security deposit and/or holds valuables in safe custody. c. The Bank is authorized: (i)To honour and comply with all cheques, drafts, orders to pay, bills of exchange, promissory notes or other orders expressed to be drawn, signed, accepted, endorsed or made by or on behalf of the Company, drawn upon or addressed to or made payable at the Bank whether such account or accounts is or are in credit or in debit or may become overdrawn in consequence or otherwise (but without prejudice to the Bank's right to refuse to allow any overdraft or increase of overdraft beyond any specified limit from time to time) and to treat all cheques, drafts, orders to pay bills of exchange, promissory notes or other orders as being validly endorsed on behalf of the Company and to discount or otherwise deal with them provided that the same are signed in accordance with the then current Instruction Schedule; (ii) To honour and comply with any orders to withdraw any or all money on any account or accounts of the Company with the Bank and with instructions to deliver, dispose of or deal with any securities, deeds or documents or other property (including security boxes and their contents) whatsoever from time to time in the Bank's possession for the account or accounts of the Company whether by way of security or safe custody or otherwise and to receive any such orders or instructions without inquiry as to the circumstances of issue or endorsement or the disposition of the proceeds even if drawn to individual order of any of the Authorized Signatories or endorsed to any of them or payable to the Bank or others for the account of any of them or tendered in payment of the individual obligations of any of them and the Bank is hereby held harmless and indemnified by reason of any such action provided that the same are signed in accordance with the then current Instruction Schedule; (iii) To accept and act on any application or request for the issue of or any instructions in relation to any letter of credit, guarantee, indemnity or counter-indemnity and to act on any instructions with regard to any other transactions of any kind of the Company or with regard to any such account or accounts, in every case whether the account or accounts of the Company is or are in credit or in debit or may in consequence become overdrawn or otherwise (but without prejudice to the Bank's right to refuse to allow any overdraft or increase of overdraft beyond any specified limit from time to time) provided that the same are signed in accordance with the then current Instruction Schedule; d. The opening and operation of each account shall in addition be subject to the Bank's "Depository Agreement - General Terms and Conditions". e. In the event of the Company depositing securities and/or other valuables with the Bank for safekeeping then such deposit shall in addition be subject to the Bank's "Conditions for safe-keeping of Securities and Other Valuables". 2. UNDERTAKINGS OF THE COMPANY The Company hereby undertakes and agrees that it will: (a) Furnish the Bank with an up-to-date copy of the constitutional/incorporation documents of the Company. (b) Inform the Bank in writing signed by one of the officers of the Company whose names are set out in attached Instruction Schedule should the Company effect any changes in the constitutional documents of the Company and furnish the Bank with all such evidence of such matters as it may reasonably require. (c) Notify the Bank immediately in writing signed by any Director or the Secretary of the Company of any changes which may from time to time take place in the list of Authorized Signatories and the limitations on their authority set out in the Instruction Schedule for Authorized Signatories and the Certified Extract of Board Meeting (Form 415) and the Bank will be entitled to act on any such notice and until receipt of such notice the Bank may continue to treat the last list received as correct. Director: _____________________________ Signature: _____________________ Please Print Director: _____________________________ Date: ______________ (dd/mm/yy) Signature: _____________________ Please Print YOUR INTERNATIONAL PAYMENT PARTNER Date: ______________ (dd/mm/yy) Corporate Bank Account Application Revised: 11-22-2015 | Page 3 ACCOUNT NAME: ______________________ Print Print Form Form ACCOUNT NUMBER: CERTIFIED EXTRACT OF BOARD _________________________________________ (The Company) I, ______________________________Secretary/Director of ______________________________ (The "Company") hereby certify that set out below is a true extract from the minutes of a meeting of the Board of Directors of the Company duly convened and held at ______________________________ on ____________________________ at which a quorum was present and voting throughout. A copy of the resolution has been entered into the minute books of the Company. "There was produced to the Meeting a copy of the Bank Mandate (the "Bank Mandate") required byDOMINION BANK LTD (the "Bank") in order for the Company to open and operate various accounts at the Bank as provided therein. After careful consideration of the terms of the Bank Mandate the form of which has been completed by an officer of the Company and with the Directors noting in particular the completed Instruction Schedule containing details of the authorized signatories of the Company. IT WAS RESOLVED THAT the Bank Mandate be and it is hereby approved and the Company be and it is hereby authorized to enter into the Bank Mandate and the Secretary or any Director of the Company be and he is hereby authorized to execute each section of the Bank Mandate on behalf of the Company together with such amendments as he may see fit and to deliver the Bank Mandate and all such deeds and documents required in connection therewith including all documents listed at section 1. b. iii. of the Bank Mandate to the Bank." Director: _____________________________ Signature: ____________________ Please Print Director: _____________________________ Date: ______________ (dd/mm/yy) Signature: _____________________ Please Print YOUR INTERNATIONAL PAYMENT PARTNER Date: ______________ (dd/mm/yy) Corporate Bank Account Application Revised: 11-22-2015 | Page 4 ACCOUNT NAME: Print Print Form Form ACCOUNT NUMBER: INSTRUCTION SCHEDULE - AUTHORIZED SIGNATORIES The following persons are hereby authorized to execute any instructions in connection with the account(s) opened pursuant to the Bank's Mandate executed by the Company with the Bank dated ______________. The signatures adjacent to each of the names are the genuine signatures of such persons and shall operate as specimen signatures of such persons. NAME (BLOCK CAPITALS) SIGNATURE TITLE (e.g Director) 1. 2. 3. 4. Signatory Authority - instructions concerning the operation of the account: Tick appropriate box. Any one of the above named par es. Other Any two of the above named *Note: if more than two, please attach the same signatory details as requested below for any additional signatories. AUTHORIZED SIGNATORY (If not a Beneficial Owner) 1. Signatory Title: First Name: Last Name: Street Address (No. P.O.Box): City: Country: Zip/Postal Code: Nationality: Passport No: Country of Issue Occupation: Date of Birth (mm/dd/yy): U.S. Social Security Number: Home No: U.S. Tax Identification Number: Mobile No: Fax No: Work No: Email Address: 2. Signatory Title: First Name: Last Name: Street Address (No. P.O.Box): City: Country: Zip/Postal Code: Nationality: Passport No: Country of Issue Occupation: Date of Birth (mm/dd/yy): U.S. Social Security Number: Home No: U.S. Tax Identification Number: Mobile No: Fax No: Work No: Email Address: Director: _____________________________ Signature: ____________________ Please Print Director: _____________________________ Date: ______________ (dd/mm/yy) Signature: _____________________ Please Print YOUR INTERNATIONAL PAYMENT PARTNER Date: ______________ (dd/mm/yy) Corporate Bank Account Application Revised: 11-22-2015 | Page 5 ACCOUNT NAME: Print Print Form Form ACCOUNT NUMBER: DUE DILIGENCE CONSENT & STATEMENT OF NON RESIDENT STATUS *Note: Information required from the beneficial owner(s) or majority shareholder(s) of the company. If more than two, please attach the same beneficiary details for the additional owners. 1. Beneficial Owner First Name: Last Name: Street Address (No. P.O.Box): City: Country: Zip/Postal Code: Nationality: Passport No: Country of Issue Occupation: Date of Birth (mm/dd/yy): U.S. Social Security Number: Home No: U.S. Tax Identification Number: Mobile No: Fax No: Work No: Email Address: %Ownership/Interest: 2. Beneficial Owner First Name: Last Name: Street Address (No. P.O.Box): City: Country: Zip/Postal Code: Nationality: Passport No: Country of Issue Occupation: Date of Birth (mm/dd/yy): U.S. Social Security Number: Home No: U.S. Tax Identification Number: Mobile No: Fax No: Work No: Email Address: %Ownership/Interest: This is to confirm that I am a "non-resident" of Gambia within the context of the International Banking Act, which describes a "resident" as: i. ii. iii. A person ordinarily resident in Gambia, irrespective of nationality; or Any incorporated or other body, wherever incorporated formed or organized, that is controlled by a person described in (I) above; or Any company incorporated under the International Business Companies Act (other than a Public Investment Company) that holds shares, debt obligations or other securities beneficially owned or held by any person or company resident in Belize. The Due Diligence process also requires that you to notify the Bank of the following: ? Have you been or are you currently involved in any outstanding legal action(s)? ? If "YES", please describe the nature of the lawsuit or legal action? YES NO ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ I/We hereby authorize the Dominion Bank Limited (the "Bank") formed and organized under the laws of Gambia to request any and all reports pertaining to the above-mentioned company and/or individual(s) from any source that the Bank in its sole discretion deems necessary or advisable and hereby consent to the transfer of such information or reports to the Bank for due diligence purposed in opening of an account with the Bank. This authorization includes but is not limited to reports and/or information obtainable from police, criminal and other records both locally and internationally. I/We hereby agree to bear the costs for such purpose. Director: _____________________________ Signature: ____________________ Please Print Director: _____________________________ Date: ______________ (dd/mm/yy) Signature: _____________________ Please Print YOUR INTERNATIONAL PAYMENT PARTNER Date: ______________ (dd/mm/yy) Corporate Bank Account Application Revised: 11-22-2015 | Page 6 Print Print Form Form ACCOUNT NAME: ACCOUNT NUMBER: DEPOSITORY AGREEMENT GENERAL TERMS & CONDITIONS Account Holder has opened an account or accounts ('Account') at DOMINION BANK LTD ('Bank') and delivered to Bank an application/signature card evidencing the Account. In return for Bank's acceptance of the Account, Account Holder agrees that this Depository Agreement ('Agreement') shall govern the Account. 1. Account Holder: 'Account Holder' shall mean the person, corporation, partnership, trustee, custodian or other entity in whose name the Account is opened. The singular of Account Holder where appropriate shall include the plural. This Agreement is binding upon each Account Holder and Bank, and their respective heirs, executors, administrators, agents, successors and assigns. Each Account Holder must sign an application on a form satisfactory to Bank. 2. Signatures: Bank may rely upon any signature on the signature card in the payment of funds and in all other transactions in connection with the Account. Account Holder agrees to sign a new signature card upon request. The number of required signatures on a check or other withdrawal shall be no more than one Account Holder's signature which appears on the application, unless otherwise agreed by the Account Holders and upon written notation thereof on the signature card. 3. Handling of Items: Bank acts only as Account Holder's collecting agent for items deposited, and assumes no responsibility beyond its exercise of ordinary care. Bank accepts deposits subject to the subsequent verification of the deposit. All items are credited subject to final payment to Bank in solvent credits at its office. Bank may withhold all or part of the proceeds of any deposit until final payment is received in solvent credits. No item in the deposit shall be deemed finally paid because a portion of the deposit is deducted and withdrawn. i. Bank may forward items to correspondents. It shall not be liable for default or negligence of correspondents selected with ordinary care, nor for losses in transit. Each correspondent shall be liable for its negligence. Items and their proceeds may be handled by any correspondent bank, or clearing house in accordance with any applicable rule, common usage, policy, procedure or any other lawful practice. ii. Bank shall not be liable to Account Holder for any loss caused by payment of a postdated item before its date. If Account Holder wishes to impose special restrictions on the face of items with respect to payment of such items (e.g., maximum amount or date of payment), such restrictions will not be effective unless the Account Holder has given prior written notice to Bank, and Bank has agreed in writing to the instructions. iii. Bank is under no obligation to pay a check, other than a certified check, which is presented more than six (6) months after its date, but Bank may charge Account Holder's Account for a payment made thereafter in good faith. iv. For applicable Accounts, Bank will retain records for six years. Copies of records will be available to Account Holder upon request to Bank at a nominal fee. 4. Extraneous Info: Bank will not be liable for and shall disregard conditional statements or 'subject to' conditions or any other information written on a check other than the signature of the drawer, the identification of the drawer bank and payee, the amount and any other information that appears in the magnetic ink character recognition (MICR) line. 5. Endorsements: Account Holder shall not place an endorsement, writing or other mark on the back of a check being submitted for deposit in the area reserved for endorsement of Bank. Depositor endorsement or other writing on the back of a check must fall within 1.5 inches of the trailing edge of the check (left-hand side of the check, looking at it from the front). Account Holder agrees to indemnify Bank for any liability incurred by Bank resulting from the delay or missending of checks caused by markings placed on check by Account Holder that obscure Bank's endorsement. 6. Posting and Receipt of Items: Bank reserves the right to post all deposits no later than midnight of its next banking business day after receipt at its office during Bank's regular business hours, and Bank shall not be liable for damage caused by nonpayment of any item resulting from the exercise of this right. Any item received on a Saturday, Sunday or Public Holiday shall be deemed received on the next banking business day. 7. Bank Statements: A. the Bank shall make all statements available to Account Holders through its secured internet website which shall be accessible by the use of a password. Such statement shall only reflect transactions conducted for the preceding 60 day period. If the Account Holder requires statements reflecting transactions further back than the said 60 day period, the Bank shall charge a fee as it solely determines to process such a request. B. the Bank shall not be liable for any losses, expenses or liabilities whatsoever should a third party gain unlawful access to the statement of the Account Holder. 8. Deposits: Bank, at any time without prior notice, and in its discretion, may refuse any deposit, limit the amount which may be deposited, accept all or any part of a deposit for collection only or return all or any part of any deposit. Deposits shall not be deemed accepted until received at Bank Dominion and after Bank has had a reasonable opportunity to exercise its rights under this paragraph. Bank will not accept any cheques payable to third parties or greater than US$50,000.00 in any single deposit. Bank reserves its right to modify these deposit restrictions at any time it deems fit without requirement of notice to Account Holder in pursuance of condition 32. 9. Withdrawals: Withdrawal may be made by written order on forms approved by Bank when signed by any one Account Holder unless otherwise agreed. Withdrawals will first be made from collected funds and Bank may refuse any withdrawal request against uncollected funds. Withdrawals are subject to Bank's Funds Availability Policy of this Agreement, if any, which is subject to change from time to time. Bank reserves the right to limit the amount of cash given back at any one time. 10. Charge-Backs: Bank may charge-back any item, or a photocopy of the item, at any time before final payment, whether returned or not and whether drawn on Bank or another bank. Bank may debit the Account for any exchange charges on deposited items. Bank may debit the Account into overdraft for any such purpose, and will not be liable for damages to Account Holder as a result of checks drawn on the Account which are dishonored because of the charge-back. 11. Payment of Checks: When processing checks drawn on Account Holder's account, the Bank's policy is to pay them according tothe order in time in which they are received by the Bank. Please Initial Here: ___________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 7 ACCOUNT NAME: ______________________ ACCOUNT NUMBER: Print Print Form Form 12. Overdrafts: Subject to any other arrangements agreed by the Bank, Bank may honor overdrafts, but shall not be obligated to do so. Account Holder shall pay overdrafts upon demand, together with interest on the overdraft at the maximum rate of interest allowed by law for Account Holder. Bank may charge the Account at any time for the amount of this interest. If an overdraft is collected through probate, bankruptcy or other judicial proceeding, or is referred to a collection agency or lawyer for collection, Account Holder shall pay expenses and costs of collection, including attorney's fees. Bank may cover any overdraft by debit to any other checking, savings or time deposit Account of Account Holder without notice to Account Holder, but Bank shall not be obligated to do so. Nothing contained in this Agreement shall be construed to require Bank to debit the Account into overdraft or to create an arrangement for the extension of credit by means of overdrafts. Each Account Holder on a joint account shall be liable for an overdrawn balance regardless of which Account Holder overdrew the Account. 13. Stop-Payment: Account Holder agrees to hold Bank harmless and indemnify Bank for any losses, expenses and costs, including attorney's fees, incurred by Bank for refusing payment of any item on which Account Holder has stopped payment or for payment of an item after a stop-payment order has expired. A stop-payment order must be in writing, unless otherwise determined by Bank. A stop-payment order is effective for six months but may be renewed by Account Holder upon request in writing. No stop-payment order, renewal or revocation shall be effective until delivered in writing during Bank's regular business hours at Bank's office to a designated representative in charge of accounts, the fee for such service paid by Account Holder, the check to be stopped described with certainty to Bank's satisfaction and Bank has had a reasonable opportunity to act on such order, renewal or revocation. 14. Wire Transfers: Account Holder may, upon verification of signature or upon identification satisfactory to Bank, authorize wire transfers to and from the Account. All outgoing wire transfers must be from accounts on which the Account holder is an owner. No third-party requests will be processed. 15. Unattended Bank Facility: Account Holder agrees that use of unattended Bank facility shall be at Account Holder's own risk, and Bank shall not be responsible for any losses or damages sustained by Account Holder while utilizing such a facility. 16. Interest Bearing Accounts: An interest bearing Account (except for fixed-rate time deposits) may earn interest on the daily balance or average daily balance and at a variable interest rate and annual percentage yield set by Bank from time to time. Bank may, at any time, in its discretion, change the basis for payment of interest or the annual percentage yield, or may discontinue the payment of interest on demand deposit and/or savings account(s). Bank may at any time, in its discretion, set maximum Account balances upon which interest will be paid, and set minimum Account daily or average daily balances below which interest will not be paid 17. Inactive/Dormant/Abandoned Accounts: Your account will be classified as active in our records unless we deem it to be inactive, dormant or closed. The term inactive means an account with no customer initiated activity within a period of 6 months or more. (Bank fees, automatic transactions and general electronic inquiries are not considered customer initiated activity). The term "Dormant Account" means an account with no customer initiated activity within a period of 12 months or more. Bank's obligations to pay interest terminates after the account has been inactive for five (5) years. An account may be deemed dormant when it is inactive and we have lost contact with you, such as when mails. emails are returned as undeliverable. An inactive or dormant account will continue to be subject to our normal account fees and charges and be assessed a separate monthly inactive/dormant account fee as disclosed on our Schedule of Fees. If account activity resumes and/or you reestablish contact with us, we will not reimburse any fees already collected. We may require you to provide certain information to verify your identity as an owner of the Account before further transactions are allowed. After an extended period of dormancy as established by applicable laws, we may be required to pay the funds in the Account to the competent authority as abandoned property. 18. Multiple-Party Accounts: "Multiple-Party Account" means an Account opened as a Joint Account, Deposit Trust Account or Fiduciary Account. All obligations of Joint Accounts shall be joint and several, which means each Account Holder is responsible and liable for the acts and omissions of the other Account Holder on the Account. With respect to all Multiple-Party Accounts, the rights of survivors shall be determined by the form of the Account at the death of Account Holder. A change in the form of the Account must be consistent with this Agreement, and such change will not be effective until the request for change is received in a form satisfactory to Bank during Account Holder's lifetime and Bank acknowledges the change in writing. Should Account Holder or any Payee or other person disagree or make adverse claims or demands concerning the Account, Bank may in its discretion refuse to recognize such claims or refuse to take action until the rights of all interested persons have been fully and finally adjudicated by a court of competent jurisdiction or all differences have been resolved to Bank's satisfaction and Bank is provided a copy of an agreement signed by all such persons 19. Types of Accounts: With respect to all Accounts, Bank makes no representation regarding tax aspects or the legal results of opening a particular Account. Account Holder is solely responsible for selecting the type of Account. Bank recommends that Account Holder consult with Account Holder's own attorney or financial advisor in order to determine the advisability of establishing one type of Account over another. a. "Individual Account" means an Account payable to or on the order of one Account Holder while that Account Holder remains living. Account Holder agrees that Bank shall pay to or on the order of Account Holder, or Account Holder's Agent, until Bank receives a certified copy of a death certificate verifying the death of Account Holder and Bank has had a reasonable opportunity to act on such information. Upon certification of the death of Account Holder, no deposits will be accepted to the Account, no checks will be paid on the Account and the Account will not be released until Bank has been presented with satisfactory documentation to determine, in Bank's discretion, what the proper distribution of the Account should be. b. ."Joint Account (with rights of survivorship)" means an Account payable to or on the order of two or more Account Holders whether or not all Account Holders remain living. All Accounts in the name of more than one Account Holder are Joint Accounts (with rights of survivorship) unless clearly designated otherwise on the signature card signed by all Account Holders. Upon the death of any Account Holder on the Account, the funds in the Account survive to, vest in, belong to and become the property of the surviving Account Holder on the Account as the separate property of the surviving Account Holder, including any community property in the Account. Bank shall not recognize any claims of the deceased Account Holder's estate or any provisions of deceased Account Holder's will. Payment of the funds in the Account to the surviving Account Holder shall constitute a full release and discharge of Bank. c. "Deposit Trust Account" means an Account establishing a trust. There are no trust assets other than the funds on deposit in the Deposit Trust Account. The Account can be set up by one or more trustees as Account Holder(s) for one or more beneficiaries. The designation "TTEE" on the Account shall mean "trustee." The Account Holders named as trustees to the Account own the Account in proportion to their net contributions to the Account. No Deposit Trust Account shall be opened without a beneficiary designated on the application and no beneficiary shall have any rights regarding the Account, except as described in this paragraph. If more than one Account Holder is named as trustee on the Account, Bank shall act on the signature of any one of them, regardless of whether any other Account Holder named on the Account as trustee is incapacitated or deceased. Upon the death or evidence satisfactory to Bank of incapacity of all Account Holders named as trustee on the Account, Bank shall pay the Account by joint check to the beneficiaries. Bank shall not accept responsibility to act as a trustee or successor trustee under any circumstances. Bank shall have no duty to monitor the Account or the status of the trustee(s) or beneficiary(ies). d. "Fiduciary Account" means an account established by a trustee/guardian pursuant to a written trust agreement or court order, which shall include Grant of Probate or Letters of Administration. The Account can be set up by one or more trustees/guardians as Account Holder(s) for one or more beneficiaries. I. If the Fiduciary Account is being established for a trust, Account Holder must provide a copy of the written trust agreement or other evidence satisfactory to Bank of the written trust agreement's existence and content. By accepting the written trust agreement, Bank in no way assumes any Please Initial Here: ___________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 8 ACCOUNT NAME: ______________________ II. ACCOUNT NUMBER: Print Print Form Form responsibility to comply with the terms of the trust agreement. Bank shall not accept responsibility to act as a trustee or successor trustee under any circumstances, regardless of any trust agreement which provides otherwise. The designation "TTEE" on the Account shall mean "trustee". No Fiduciary Account opened for a trust shall be opened without a beneficiary designated on the Account application and no beneficiary shall have any rights regarding the Account, except as described in this paragraph. Upon the death or evidence satisfactory to Bank of incapacity of all Account Holders named as trustee, Bank shall rely upon the instructions of the successor trustee(s). Fiduciary Accounts may also be used for estate administration, guardianships and other court-ordered Accounts. Documentation satisfactory to Bank must be presented to Bank before this type of Account will be opened. For an Account established by court order, funds will be released pursuant to the court order. If more than one Account Holder is named as trustee/guardian on the Account, Bank shall act on the signature of any one of them, regardless of whether any other Account Holder named on the Account as trustee/guardian is incapacitated or deceased. Bank shall have no duty to monitor the Account to determine the status of the trustee/guardian or beneficiaries or whether the trustee/guardian is in compliance with the trust agreement or court order. 20. Agent: "Agent" means every person designated on the signature card to sign checks on the Account, make deposits to the Account, endorse any check or draft payable to any Account Holder for deposit to the Account or otherwise, receive information, statements and canceled checks on the Account, cash checks drawn on the Account or made payable to any Account Holder on the Account, sign any document in connection with the Account, and dispose of or deal with the Account as freely and fully as Account Holder might do in person. Appointment shall be made on the signature card presented to and accepted by Bank, in its discretion, prior to Agent's acting with respect to the Account. An agent may also be appointed by a power of attorney in a form acceptable to the Bank in its sole discretion. Any such authority granted to an Agent may be revoked only by written revocation delivered to and acknowledged by Bank in writing in time so that Bank has a reasonable opportunity to act upon the information. Agent's power with respect to an Account terminates on the death of all Account Holder(s). Each Account Holder, and Account Holder's estate, agrees to hold Bank harmless and indemnify Bank against any loss and liability incurred by Bank because of any action by an Agent after termination of agency by death or otherwise. 21. Accounts of Corporations, Associations and Partnerships: If Account Holder is a corporation, association or partnership, every person affixing their signature to the signature card represents warrants and agrees: a. That they are fully authorized to execute the signature card and enter into this Agreement in the capacity therein stated; b. That they shall furnish any and all constitutional documents of the Account Holder and any other documents as the Bank may request for due diligence purposes. c. That they shall furnish any resolutions, agreements or documents Bank may request to evidence any corporate, association or partnership action relating to opening, maintaining or changing the Account; d. That Bank shall have no responsibility or duty to monitor such an Account, or the use of funds paid from it, nor any liability for any act or omission by any person who signs the signature card; e. That upon Account Holder's request, Bank may honor items bearing or purporting to bear reproductions or facsimile signatures of authorized signatories on the Account. Account Holder assumes all risks and responsibility for such procedure, including but not limited to, the risk that the facsimile signature may be affixed by an unauthorized individual or the risk that the facsimile signature may not be genuine. 22. Transferability: The Account may not be transferred by Account Holder except by a change in ownership that is reflected on the records of Bank. A transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law, shall not be binding on Bank until Bank has received sufficient documentation, in its discretion, and a new signature card has been 23. Closing of Account: Bank may, at any time, in its discretion, close the Account without prior notice. Bank will have no responsibility for items which it does not pay after the account has been closed. This Agreement will continue to govern matters relating to the Account which arose before termination or which may arise later. 24. Security Interest; Set-Off: a. Account Holder agrees that the Account secures all debts and liabilities of Account Holder to Bank, however and whenever incurred or evidenced, including debt which may be purchased or otherwise acquired by Bank from others, whether direct or indirect, absolute or contingent, due or to become due. Account Holder assigns as security to Bank all balances, credits, deposits, moneys and items now or hereafter in the Account. b. Account Holder agrees that Bank is authorized at any time to set-off the Account against Account Holder's debts or liabilities to Bank, without notice to Account Holder. Bank shall not be liable for dishonoring items where such setoff results in insufficient funds in the Account to honor items drawn on the Account. Funds received by Bank pursuant to its security interest or right of setoff may be applied first to the discharge of the unsecured part of any debt or liability of Account Holder to Bank, and thereafter to the discharge of the secured portion, if any, of Account Holder's debt or liability to Bank. c. If the Account is designated a Joint Account on the signature card, each Account Holder agrees that Bank may set-off the entire amount in the Account against the debt or liability to Bank of any Account Holder on the Account, notwithstanding the interest of other Account Holders in the Account. Each Joint Account Holder agrees to hold Bank harmless and indemnify Bank for any losses, expenses and costs, including attorney's fees, incurred by Bank in enforcing Account Holders' agreement to be jointly and severally liable for overdrafts and to permit set-off of the Account against one another's debts or liabilities to Bank. 25. Account Holder Responsibility: Account Holder shall bear any loss arising from the failure to identify properly the Account by name and number on any deposit instrument or for failure to deliver the deposit instrument to the Bank. Account Holder shall maintain a record identifying each item deposited. Because Account Holder is in the best position to discover an unauthorized signature, an unauthorized endorsement or a material alteration, Account Holder expressly agrees that the Bank will not be liable for paying such items if the Account Holder has not made a previous written report to the Bank informing the Bank of such fraudulent activity Provided always that the Bank shall be afforded such reasonable opportunity to respond to such a report. 26. Ordinary Care: Any failure by Bank to act or delay by Bank beyond time limits prescribed by law or permitted by this Agreement is excused if caused by Account Holder's negligence, interruption of communication facilities, suspension of payments by another financial institution, war, hurricane, earthquake, flood, or other Acts of God, emergency conditions or other circumstances beyond the control of the Bank, provided the Bank exercised such diligence as the circumstances require. 27. Determining the Availability of a Deposit: For determining the availability of Account Holder's deposit, every day is a business day except Saturdays, Sundays, and Public Holidays. If Account Holder makes a deposit before 12:00 p.m. ET on a business day that Bank is open, Bank will consider that day to be the day of Account Holder deposit. If Account Holder makes a deposit after 12:00 p.m. ET or on a day Bank are not open, Bank will consider that the deposit was made on the next business day Bank is open. The length of the delay varies depending on the type of deposit and is explained below. Funds Account Holder deposits by check shall not be deemed received by the bank until clearance with correspondent Bank and notification thereof to the Bank or otherwise not less than fifteen business days of deposit of check with the Bank whichever is greater. Please Initial Here: ___________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 9 ACCOUNT NAME: ______________________ ACCOUNT NUMBER: Print Print Form Form 28. Longer Delays May Apply: Funds may be delayed for a longer period under the following circumstances: a. Bank believes a check Account Holder deposits will not be paid; b. Account Holder redeposit's a check that has been returned unpaid; c. Account Holder has overdrawn his/her/its account repeatedly in the last six months; or there is an emergency, such as failure of communications or computer equipment. Bank will notify Account Holder if Bank delays Account Holder's ability to withdraw funds for any of these reasons, and Bank will tell Account Holder when the funds will be available. They will generally be available no later than the 15th business day after the day of Account Holder's deposit. 29. Unauthorized use of Personal Identification Code If Account Holder believes his/her/its Personal Identification Code (PIC) has been discovered by someone else, or that someone has gained access to his/her/its internet account or has conducted, or may conduct any banking transaction without Account Holder's permission, contact Bank immediately 30. Business Days: For purposes of posting transactions, Bank's business days are Monday through Friday save for public and bank holidays. 31. Disclosure of Account Information to Third Parties: A. The Bank shall not disclose any information relating to the affairs of Account Holder which it has acquired in the performance of its duties or the exercise of its functions under the International Banking Act except where such information:(a) is lawfully required or permitted by any law or court of competent jurisdiction in Belize; or (b) is in respect of the affairs of Account Holder with the authority of Account Holder which has been voluntarily given; or (c) is disclosed by the Central Bank in accordance with the Banking Act to a banking regulatory or supervisory authority outside of Belize where such information is considered necessary for that authority to exercise functions similar to those of the Central Bank pursuant to the Banking Act includin any information which will assist that foreign authority in its consolidated supervision of a banking group which controls or is affiliated with the Bank. B. Account Holder shall at all times be deemed to have agreed and voluntarily authorized the Bank to disclose such information relating to the Account or the affairs of the Account Holder to: (a) the Bank's correspondent banks upon request therefrom; (b) anyone who the Bank reasonably believes is conducting a legitimate credit inquiry, including, without limitation, inquiries to verify the existence or condition of an account for a third party such as a lender, merchant or credit bureau; (c) respond to any subpoena, summons, court or administrative order, or other legal process which the Bank believes requires its compliance; (d) facilitate collection of indebtedness or to report losses incurred by the Bank; (e) comply with any agreement between the Bank and a professional, regulatory or disciplinary body; in connection with potential sales of businesses; (f) service providers or third parties who help the Bank meets Account Holder's needs by providing or offering Bank's services or their own products and services; or (g) authorities in the United States of America as required under the Foreign Account Tax Compliance Act (FATCA) 32. Changes in Terms: Bank reserves the right to amend the terms and conditions applicable to Account Holder's use of any banking services or otherwise of this Agreement. Unless applicable law requires otherwise, all such amendments will be binding upon Account Holder immediately after Bank gives Account Holder notice thereof. Such notice may be given at Bank's discretion (i) by personal delivery; (ii) by facsimile transmission; (ii) electronically, by email, internet or otherwise, or (iii) by making it available in the mail. Bank will also mail Account Holder the most recent version of this Agreement upon Account Holder's written request. Any notice that is mailed is considered given 48 hours after Bank places it in the mail, postage-paid, for delivery to Account Holder's address as shown on Bank's records. Any notice given by facsimile transmission or electronically shall be deemed to have been duly given upon transmission and any notice given by personal delivery shall be deemed duly given upon delivery. If a specific notice period or type of notice is required by applicable law, the revised terms will be binding on Account Holder in accordance with such law. 33. Preauthorized Electronic Fund Transfers: A. Telephone confirmation: Account Holder may verify posting of a direct deposit or electronic transfer on the next business day after the deposit or transfer is scheduled to be made by calling the Bank. 34. Stop Payment Procedures and Notice of Varying Amounts: A. Right to stop payment and the procedure for doing so: If Account Holder informs Bank, in advance, to make automatic recurring payments out of his/her/its Account; Account Holder can stop any of these payments by calling Bank or by writing Bank 35. Direct Deposit Service Bank provides a pre-authorized credit service which allows Account Holder to ask that recurring deposits which he/she/it designates, such as social security or payroll deposits, be deposited directly in Account Holder's Account at Bank. Bank does not impose a fee for this service at this time; however, Bank reserves the right to impose a fee in the future and will duly notify Account Holder if it does so. 36. INTERNET BANKING SERVICES This Part contains terms, conditions and disclosures, which are applicable to our computer-based Internet banking services. The computer-based Internet banking services give Account Holder access to Account Holder's Account(s) 24 hours a day, seven days a week. To be eligible for Internet banking services Account Holder must maintain a Checking account with Bank and have an Internet Email address. Account Access: Through Bank's Internet banking services, Account Holder can access any Demand Deposit Account, Savings Account, and Term Deposit, selected by him/her/it. Account Holder will not be permitted to access any Account unless Bank's records indicate Account Holder is an owner of the Account. Available Services. Account Holder can use Bank's Internet banking services to: I. Obtain balance information and statements for any of Account Holder's Account(s); II. Review recent transaction details; III. Transfer funds between Account Holder's Accounts and view transfers performed and/or requested; IV. Request promotional information and applications about most Bank products and/or services; V. Send electronic mail to Bank VI. View current bank rates. VII. Initiate wire transfers. 37. Equipment: Internet banking can be used with a personal computer equipped with a modem. Bank shall not be responsible for any attempted use of Internet banking services on equipment or for transaction errors or failure resulting from the malfunction or failure of the equipment Account Holder uses. In no event shall Bank be liable for any loss, damage or injury from whatever cause, nor shall Bank be liable for any direct, indirect, special or consequential damages arising from or connected in any way with the use or maintenance of the equipment. Please Initial Here: ___________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 10 ACCOUNT NAME: ______________________ ACCOUNT NUMBER: Print Print Form Form 38. Service Charges: Account Holder may be charged a fixed fee per month for the use of Internet banking services. There also may be a charge for transactions and other optional services. Account Holder agrees to pay any charges applicable to Account Holder's use of Internet banking services. The charges are subject to change at any time. A current list of charges can be found in Bank's Schedule of Fees, which is available in writing from Bank. Account Holder also agrees to pay the usual service charges imposed on Account Holder's Account, including any fees for failing to maintain a specified minimum balance. 39. Processing of Transactions: Internet transactions initiated after 2:00 p.m., Monday through Friday, and all transactions made Saturdays, Sunday and Public Holidays, will be processed the next business day. These processing times are subject to change at any time. 40. Termination of Services: Account Holder may terminate Account Holder's use of Internet banking services at any time by giving Bank 5 business days advance notice. Bank may terminate Account Holder's use of these services at any time without prior notice. MISCELLANEOUS PROVISIONS 41. Claims and Disputes: A. If another person or entity makes a claim against funds in Account Holder's Account, or if the Bank has reason to believe there is or may be a dispute over matters such as the ownership of the account or the authority to withdraw funds, the Bank may, in its sole discretion , continue to rely on current signature cards, resolutions or other account documents, honor the competing claim upon receipt of evidence the Banks deems satisfactory to justify such action, freeze all or part of the funds until the dispute is resolved to the Bank's satisfaction or pay the funds into an appropriate court of law for resolution. B. In the event Bank is served with levies, attachments, garnishments, summons, subpoenas, court orders or other legal process which name any Account Holder on the Account as debtor or otherwise, Bank shall be entitled to rely upon the representations, warranties and statements made in such legal process whether instituted inGambia or in another jurisdiction. Account Holder agrees that Bank may respond to any such legal process in its own discretion without regard to jurisdiction. Account Holders on the Account agree jointly and severally to hold harmless and indemnify Bank for any losses, expenses and costs, including attorneys' fees, incurred by Bank as a result of complying with such legal process. C. In the event Bank receives written notice from a personal representative, executor or administrator purporting to represent Account Holder's estate, Bank shall be entitled to rely on all figures supplied and representations made in such written notice if Bank is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction. 42. Severability: Any term contained in this Agreement which is or becomes invalid or unenforceable under applicable law or regulation, shall not affect the validity or enforceability of the remaining terms. 43. Assignment: Bank may assign or delegate any of Bank's rights or obligations under this Agreement to independent contractors or other third-party organizations without affecting the enforceability hereof. Account Holder's rights may not be assigned or transferred without Bank's written consent. 44. Costs The Bank may from time to time debit the amount of its costs and charges in respect of the banking services and facilities provided for hereunder to any account of the Account Holder opened hereunder or otherwise agreed. To the extent not prohibited by law, Bank may debit the Account for research, reproduction and production of documents in connection with court orders, subpoenas, summons, Administrative orders, levies, garnishments, attachments or other legal process, and any other expenses incurred by Bank in connection with such production of documents including, but not limited to, attorneys' fees. If Bank initiates any legal action to collect money owed to Bank or to clarify in good faith any matter or use under this Agreement, Account Holder agrees to pay all Banks' costs for such action, including attorneys' fees and costs. Account Holder agrees that in the event any legal proceeding is commenced between Account Holder and the Bank, and in the event any decision is rendered by any court with respect to such legal preceding either wholly or partly against Account Holder, or such legal proceeding is withdrawn or discontinued by Account Holder, Account Holder shall fully reimburse the Bank for all costs, including legal fees, incurred in connection with such legal proceeding. 45. Notices: A. Any notice, statement, demand or other communication by or from the Bank shall be deemed validly given or served (i) if Account Holder has requested the Bank to hold the same, when they are placed in Account Holder's file or (ii) if sent by post, electronic means or facsimile to Account Holder's email address or facsimile number (as appropriate) stated in any account mandate of Account Holder then current or to such address as Account Holder may have expressly notified, the Bank for this purpose or the principal place of business of Account Holder. The Bank has the right to destroy any notice, statement or other communication held for more than five years. B. Any notice, instructions or other communication given by Account Holder to the Bank shall be given in writing and shall be deemed validly given or served when received by the appropriate officer. 46. Reservation of the Bank's Rights Nothing in the arrangements between Account Holder and the Bank for the opening and/or operating of an account for Account Holder shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set off or other right the Bank may have existing or implied by law. A. The Bank reserves the right to reduce the rate of interest being accrued on Fixed Term Deposit in the event that the said deposit is cancelled prior to maturity. B. The Bank reserves the right to refuse withdrawal from a Fixed Term Deposit before maturity unless given at least thirty (30) days notice in writing. C. The Bank reserves the right to refuse withdrawal from a Savings Account prior to being given seven (7) days notices in writing. D. The Bank reserves the right to refuse payment of interest on Savings Account if the account is closed or the balance falls below a minimum balance prior to the end of the month. E. The Bank reserves the right to charge interest on any overdrawn balances even if no prior arrangements are made. F. The Bank reserves the right to refuse third party cheques or any other cheques for deposit to Account Holder's accounts, and above a certain amount established at the Bank's discretion from time to time. G. The Bank reserves the right to demand the replacement of any lost cheques received on deposit. 47. Reversal of Payments If at any time the Bank shall credit any account authorized hereby, in contemplation of the receipt of funds at a later date, the Bank may debit such account to the extent that such funds are not actually received for value at such later date. 48. Reversal of Instructions Written instructions for the payment or transfer of funds or for the purchase or sale of any currency, once given by Account Holder hereunder, may only be reversed, amended or revoked by Account Holder with the consent of the Bank (which consent shall not be withheld unless, in the case of such payment or transfer instructions, the Bank reasonably determines that it would not be possible to give effect to any reversal, amendment or revocation or, in the case of such purchase or sale instructions, the Bank has entered into other transactions in connection with such instructions). 49. Non US Dollar Accounts Balances in non USA Dollar account shall be maintained in the Bank's name for Account Holder's account with correspondent banks that may or may not be located within the principal jurisdiction in which the currency shall be legal tender. The maintaining of non- USA dollar account shall be at Account Holder's risk as regards (a) any restrictions imposed, or freeze, seizure or forfeiture exercised in respect thereof by any governmental, judicial, quasijudicial or regulatory authority or (b) anytaxes, levies or imposts applicable to the balances in question (including, without limitation, exchange control or currency restrictions). Please Initial Here: ___________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 11 Print Print Form Form ACCOUNT NAME: ______________________ ACCOUNT NUMBER: 50. Conflicts of Terms In the event of any conflicts or inconsistency between these General Conditions and any other provisions of the agreement between Account Holder and the Bank into which these General Conditions are incorporated the latter shall prevail. 51. Indemnities and Limitation Clause The Bank shall not be responsible for liability, loss or damage which may be caused by it acting in accordance with applicable laws, regulations, or rules (including, without limitation, rules and regulations of the various payment systems), or with the terms of the Bank's agreement with other banks or financial institutions regarding the transaction of business with those banks or institutions notwithstanding that Account Holder may have given instructions to the contrary. i. The Bank shall not be liable to Account Holder for any action taken or not taken by it under the terms of this document unless directly caused by the Bank's gross negligence or willful misconduct. The Account Holder shall indemnify defend and hold harmless the Bank and its officers, directors, shareholders, related companies, employees, agents and attorneys (hereinafter called "the affected parties") from and against any and all liability, damage, fine, penalty, loss or expense (including attorneys' fees and costs and all fees and costs associated with enforcing this indemnification) suffered or incurred by the Bank or any of the affected parties (including any seizure or forfeiture of the assets or property of the Bank or the affected parties) resulting from any claim, action or proceeding whether criminal or civil against the Account Holder. iii. Account Holder agrees that in no event will Account Holder claim damages against Bank in excess of Account Holder's direct loss of funds on deposit with the Bank. iv. In addition to any rights of set-off and any similar express or implied rights, the Bank may at any time, as a continuous right, without notice or demand and at its sole and absolute discretion, freeze, retain for and indemnify itself and appropriate in or towards satisfaction of any liability damages or loss suffered or incurred by the Bank or the affected parties any money in any account of the Account Holder with the Bank. 52. Due D i lig ence Account Holder hereby authorizes and gives its consent to the Bank to request any and all reports pertaining to Account Holder from any source that the Bank in its sole discretion deems necessary or advisable for due diligence purposes and further consents to the disclosure of information relating to the affairs of the Account Holder to any such sources and to the transfer of such information or reports to the Bank for due diligence purposes in opening and maintaining of the Account with the Bank. ii. 53. International Account Holder Status Account Holder acknowledges and confirms that Account Holder is (a) not a person ordinarily resident in Gambia irrespective of nationality, or a person who engages in a trade or business in Gambia (b) not any incorporated or other body, wherever incorporated, formed or organized, that is controlled by a person described in (a) above; (c) not a company incorporated under the International Business Companies Act (other than a Public Investment Company) that holds or owns shares debt obligations or other securities in a company incorporated under the Companies Act, or has any of its shares, debt obligations or other securities beneficially owned or held by any person or company resident in Gambia; or (d) otherwise permitted under the International Banking Act to carry on international banking business with the Bank. 54. Governing Law and Jurisdiction This Agreement shall be governed exclusively by the laws of Gambia in force on the date Account Holder opens Account with Bank. Account Holder agrees that all disputes arising under or relating to this Agreement shall be brought in, decided by, and subject to the exclusive jurisdiction of the Courts of Gambia and Account Holder expressly waives all defenses and claims based on lack of personal or subject matter jurisdiction of the Courts of Gambia. Account Holder expressly submits to the personal jurisdiction of the Courts of Gambia with respect to all matters arising from or pertaining to this Agreement. Kindly sign below to acknowledge understanding and acceptance of this Agreement: Director: _____________________________ Signature: ____________________ Date: ______________ Please Print Director: _____________________________ (dd/mm/yy) Signature: _____________________ Please Print Date: ______________ (dd/mm/yy) Please Initial Here: ___________ YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 12 ACCOUNT NAME: Print Print Form Form ACCOUNT NUMBER: ONLINE BANKING APPLICATION Authorized Agent - person to be granted online access to account. First Name: (One user per application) Last Name: Email Address: Authoriza I/We, on behalf of the above-named Company, hereby certify that at a meeting of the Board of Directors of the abovenamed Company, held on the _______day of ___________, 20 __________ having reviewed the Dominion Bank Limited's Online Banking Access Agreement, it was resolved that the above mentioned Authorized Agent shall be granted online access to the accounts indicated above. I/We understand that the use of the Service is subject to the terms and conditions contained in the Depository Agreement which I/We received when the account(s) was opened. INDEMNITY FOR FACSIMILE, EMAIL AND ONLINE BANKING INSTRUCTIONS In consideration of you're agreeing to accept facsimile/e-mail/internet banking instructions from myself/ourselves with the Personal Identification Code (PIC) of and acting on such instructions I/we hereby covenant and undertake: a. That you shall be entitled to debit our account with the amount of any payments you make in respect of having accepted such instructions, b. That I/we shall, on demand, provide sufficient funds to meet all payments under such instructions, and c. That I/we shall indemnify, hold harmless and defend you and each of your respective officers, directors, employees, representatives and agents from and against all claims, demands, actions, suits, proceedings, writs, judgments, orders and decrees brought, made or rendered against you or any or all of them and all damages, losses and expenses (including reasonable attorneys' fees) that you or any or all of them may suffer, incur or sustain by reason or on account of you having accepted such instructions. d. That The Bank will not be held liable for transactions executed as a result of intentional or inadvertent disclosure of this PIC to third parties. Director: _____________________________ Signature: ____________________ Please Print Director: _____________________________ Date: ______________ (dd/mm/yy) Signature: _____________________ Please Print YOUR INTERNATIONAL PAYMENT PARTNER Date: ______________ (dd/mm/yy) Corporate Bank Account Application Revised: 11-22-2015 | Page 13 ACCOUNT NAME: Print Print Form Form ACCOUNT NUMBER: ANTICIPATED ACTIVITY FOR NEW ACCOUNTS *Note: We are obligated by law to monitor your account and therefore need to have an understanding of how you expect the account to run. We appreciate that your circumstances may change in the future, however, an idea of the expected annual turnover is required from the onset. What is the value of the initial deposit? __________________________________ (please insert currency) What is the source of the initial deposit? __________________________________________________________ A. Name of Remitter (Sender): ________________________________________________________________ B. Name of Remitting (Sending) Bank: ___________________________________________________________ Estimated number of monthly transactions: ________________________________________________________ Estimated monthly deposits to account: Estimated monthly withdrawals from account: USD ___________________________________ USD ___________________________________ EUR ___________________________________ EUR ___________________________________ GBP ___________________________________ GBP ___________________________________ CAD ___________________________________ CAD ___________________________________ CHF ___________________________________ CHF ___________________________________ AUD ___________________________________ AUD ___________________________________ JPY _____________________________________ JPY _____________________________________ 1. Description of Business: (Please provide a full description of the main activities of the company, for example, goods traded/services provided along with supporting documentation, as well as the countries you operate in/have clients in) 2. Purpose of Account: 3. What is the medium used to trade your products/services? YOUR INTERNATIONAL PAYMENT PARTNER Corporate Bank Account Application Revised: 11-22-2015 | Page 14 Print Print Form Form ACCOUNT NAME: ACCOUNT NUMBER: ANTICIPATED ACTIVITY FOR NEW ACCOUNTS CONTINUE 4. Does the company maintain a website address? If there is no website address, how does the company market its products/services? _____________________________________________________________________________________________ _____________________________________________________________________________________________ 5. Who are the companies trading partners? _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ 6. What is the source of funds which will be coming into the account? _____________________________________________________________________________________________ _____________________________________________________________________________________________ To assist us with understanding your business, please enclose copies of the following with your bank application. (Please tick appropriate box to indicate their inclusion): Financial Statements Business Plan Brochure or Literature Contracts Other (If other, please complete below) Other: __________________________________________________________________________________ INFORMATION FOR CONSIDERATION WHEN OPERATING YOUR ACCOUNT: i. The Bank will not accept any checks payable to third parties. ii. The Bank does not operate on a cash basis. iii. Declaration of Source of Funds Form and supporting documentation should be submitted for deposits exceeding 50,000. The Bank reserves the right to request DOSF for smaller amounts. iv. Accounts with no transactions for a period of 12 months are considered as Inactive and 18 months as Dormant. Please refer to our Schedule of Fees for charges associated with Inactive/Dormant accounts. v. Clients opening new accounts are requested to provide the Bank with the above information concerning the anticipated operations of the account. However, the Bank reserves the right to request further information in activities on the accou er considerably from those anticipated. Director: _____________________________ Signature: ____________________ Please Print Director: _____________________________ Date: ______________ (dd/mm/yy) Signature: _____________________ Please Print YOUR INTERNATIONAL PAYMENT PARTNER Date: ______________ (dd/mm/yy) Corporate Bank Account Application Revised: 11-22-2015 | Page 15 - vsxmummu me . me-w 5. {Am mmgmu ?ax? \k . A 9.x?K936 nx?kuwa?xg A E75. V: armanmw? ?31(maxiIN THE COURT OF COMMON PLEAS EN COUNTY, OHIO OCT 620? WILLIAM BENSON Case NO. Al405880 Judge Norbert Nash! Plaintiff, FOR COURT USE ONLY VS. JEREMIAH PATTERSON, et.al., . Defendants. 010824 AGREED JUDGMENT Upon consideration of the Complaint ?led by plaintiff William Benson (?Mn Benson?), and noting that the parties ?and counsel have approved the'substance and form of this Agreed ludgment and Permanent lnjunctiOn, the Court ?nds the following: IT IS HEREBY ORDERED that the following Agreed Judgment and Permanent lnjunction be entered pursuant to the consent of the parties hereto: - i AGREED JUDGMENT IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the statements and review posted under the alias ?StepStool? on the website originally . located at the uniform resource locators shown belbw, imply an improper relationship that never actually occurred and are therefore false: 0 I 59483 PERMANENT INJUNCTION HIT IS THEREFORE ORDERED, ADJUDGED AND DECREED that defendant, Jeremiah Patterson (?Defendant?), shall be permanently enjoined as follows: a. Defendant and his agents and assigns are prohibited from making any further statements or comments about Mr. Benson or his business ventures on the website that are incorrect or false, b. Defendant and his agents and assigns are mandated to take all reasonable actions they can underthe law to obtain the removal of- all statements on - the website relating to the posting made under the alias, ?Insurance Scammer? 0n the website from the Internet, including requesting removal from the Internet search engines, including Google, Yahool, and Bing, of the following URLs: New-York-l 1 159483 c. - Defendant and his agent's and assigns are mandated, as it is possible that the above-referenced URLs and the statements contained thereon will appear on additional web pages or search engines in the Future, including but not limited to index, directory, and search results pages, to take all reasonable actions available under the law to attempt to remove all such web pages from the Internet, including requesting removal of all such web pages from the search engines Google, Yahoo!, and Bing, or any other search engines on the Internet. nun-rum 1T I . This day of October, 2014Md?ge Norbert Nadel ll - smasenve N0 ii Bred . "gamut mien. SHALL mine HAVE SEEN AND AGREED TO FORM AND CONTENT: M, .TF ghimey Gibso 07 1 . Devann 5) James W. Kelly, 11 (0084444) . Vorys, Sater, Seymour and Pease LLP 301 E. Fourth Street, Suite 3500 Cincinnati, Ohio 45202 Phone: (513)723-4089 Facsimile: (513) 852?7883 wcgibson@vorys.com iwkelly@vorys.com Attorneys for William Benson Jam??guam ?man (0c: 9. 20M) Jeremiah Patterson Defendant