Free Memorandum - District Court of Federal Claims - federal

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 1 of 18

(iv) Distribute any remaining Company assets to the Members

in accordance with their positive Capital Account balances as determined pursuant to Section 4. i of this Agreement.

ARTICLE VIII
TRANSFER OF COMPANY UNITS; ADMISSION OF ADDITIONAL MEMBERS
8.1 Prohibition on Unapproved Transfers. A Class A Member may

his, her, or its Class A Units, in whole or in part, at any time and without the need for any advance written notice to any other Member. A Class B Member shall not Transfer any of his, her, or its Class B Units, in whole or in part, at any time without the advance written consent of the Members pursuant to a Required Vote. Except as otherwise provided in this Aricle VIII, in no event shall the assignee or transferee of any Units become, or exercise the rights of, a Member unless the Members approve the assignee or transferee to become a substitute Member pursuant to Article VI hereof with respect to such transferred Units and the assignee or transferee executes a copy of or joinder to this Agreement.
Transfer one or more of

8.2 Requirements to Transfer. Except for a Transfer described in Section 8.4, any and all Transfers made pursuant to this Article VIII are subject in all respects to the following:
(a) No Transfer shall be made without assurances to the Company that

the Transfer does not violate any law applicable to the Company.

(b) The Company may require of the transferor or transferee, as a
condition to the approval of such Transfer: (i) (A) registration under the Securities Act and applicable state securities laws, or (B) an opinion of counsel, from counsel and in form and substance satisfactory to the Company, that such Transfer is exempt from registration under the Securities Act and/or applicable state securities laws; and (ii) representations and warranties from the transferee or the transferrng Member concerning the facts and circumstances establishing the basis for the availability of exemptions under the Securities Act, the Investment Company Act of i 940, as amended, the Investment Advisers Act of i 940, as amended, and other reasonable assurances relating to any other applicable laws.
(c) As a condition to admission as a substitute Member, an assignee,
transferee, legatee, or distrbutee of all or part of the Company Units of any lvlember shall execute and acknowledge such instruments, in

form and substance satisfactory to the Company, as the Company deems necessary or advisable to effect such admission and to confirn1 the agreement of the Person being admitted as such
substitute Member to be bound by all the terms and provisions of

this

17

79
57

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 2 of 18

Agreement. Such assignee, transferee, legatee, or distributee shall pay all reasonable expenses in connection with such admission as a substitute Member, including, but not limited to, legal fees and costs
incurred by the Company in connection therewith.
(d) If a proposed Transfer would, alone or in conjunction with one or

the Company, the Company may prohibit the proposed Transfer from occurrng until the earliest time that the Transfer may occur without causing a Termination. If at any time more than one Transfer is being delayed
more other Transfers, cause a Termination of

under this Section 8.2( d), the Transfers are to be made in the order in

which the Company received notice of such Transfers.
(e) If a Transfer causes a Termination, the Member making the Transfer

shall be liable to the Company and each of the other Members for any taxes, fines, penalties, damages, or losses which may be due as a result of the Termnation, including, without limitation, costs of enforcement of the Company's power to void or otherwise prohibit the Transfer or attempted Transfer.
(f) Any Transfer not made in compliance with this Aricle VIII is void

ab initio and of no effect.

8.3 Acquit Companv. Following the effective date of an approved Transfer of
Company Units pursuant to this Aricle VIII, the Company shall make all allocations and pay all
fuher distributions of profits or other compensation by way of income or returs of capital in
respect of the Units so assigned to the assignee thereof. In the absence of compliance with this Aricle VII, any payment in respect thereto by the Company to the assigning Member, or his, her, or its personal representative, shall acquit the Company of liability to the extent of such payment to any Person who may have an interest in such payment by reason of a Transfer or otherwise.

8.4 Class A Member Call and Put Riehts. Notwithstanding any other
provision of this Aricle VIII to the contrar, any time after the expiration of the first calendar quarer after the effective date of

the period ending

fifteen (15) days prior to the end of

this
the Class B

Agreement, the Class A Members reserve the right (i) to terminate the services of

Member at any time and for any reason whatsoever by a Required Vote and (ii) to individually elect
either of

the following:

(a) A Class A Member may require that the Class B Member purchase

all of such Class A Member's Class A Company Units at the book value for such Class A Company Units as determined in accordance with Section 4. 1 of this Agreement.
(b) The Class A Members by a Required Vote may require that the

the Class B Member's Class B Company Units to the Class A Members or the Company at the
Class B Member sell all of

18

80
58

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 3 of 18

book value for such Class B Company Units as determined in accordance with Section 4. 1 of this Agreement. A Class A Member may exercise the rights described in this Section 8.4, and such exercise shall be deemed effective, by delivery to the Class B Member of a notice to such effect. Any payment due by a Member to another Member as a result of an exercise made by a Class A Member pursuant to this Section 8.4 shall be due and payable as of the date of such exercise.

ARTICLE ix

INDEMNIFICA TION
9.1 Rii:ht to Indemnitv. If any Member (an "Indemnitee") was or is a party

or is threatened to be made a party in any threatened, pending, or completed action, suit, proceeding, or investigation involving a cause of action or alleged cause of action for damages or other relief arising from or related to the business or affairs of the Company or the offer or sale of any Units, the Company (but without recourse to the separate assets of any Member) shall indemnify the Indemnitee against all losses, costs, and expenses, including attorneys' fees, judgments, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action, suit, proceeding, or investigation, so long as the Indemnitee has met the standard set forth in Section 5.4 of this Agreement. The termination of any action, suit,
proceeding, or investigation by judgment, order, settlement, or conviction upon a plea of nolo

contendere or its equivalent does not, of itself, create a presumption that an Indemnitee did not act in good faith and in a manner he, she, or it reasonably believed to be in or not opposed to the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances and, with respect to any criminal action, proceeding, or investigation, that he, she, or it had reasonable cause to believe his, her, or its
conduct was unlawfuL.

9.2 Member Determination. Unless indemnification is ordered by a court,
the determination for purposes of Section 9. 1 of this Agreement as to whether an Indemnitee met

the standard set forth in this Agreement is to be made in the specific case by the Members in any manner permitted by the Act or this Agreement.
9.3 Advancement Of Expenses. Expenses, including attorneys' fees,
incurred by any Indemnitee in defending an action, suit, proceeding, or investigation shall be
paid by the Company as they are incurred, in advance of the final disposition of

the action, suit,

proceeding, or investigation, but only upon the terms and conditions as the Members may
detern1Ine.

19

81

59

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 4 of 18

9.4 Other RI£hts to Indemnitv or Reimbursement; SurvivaL.
Notwithstanding the foregoing, indemnification under this Aricle ix is to be provided only with

respect to losses, costs, expenses, judgments, and amounts which otherwise are not compensated
for by insurance carred for the benefit of the Company. Indemnification under this Agreement is

not exclusive of any other rights to which those seeking indemnification may be entitled under any rule of law (whether common law or statutory), agreement, or arrangement, whether as to action in an official capacity and as to action in another capacity while holding such position or while employed by or acting as agent for the Company, and continues as to an Indemnitee who has ceased to serve in any capacity on behalf of the Company and inures to the benefit of the heirs, successors, executors, and administrators of the Indemnitee.
9.5 Indemnification of Offcers, Emplovees, and Al.ents. The Company

may indemnify any employee or agent of the Company upon such terms and conditions, if any, as the Members consider appropriate.
9.6 Insurance. The Company may purchase and maintain insurance or

furnish similar protection, including, but not limited to, trust funds, letters of credit, or selfinsurance, for or on behalf of any Person who is or was a Member, partner, employee, or agent of

the Company, or who is or was serving at the request of the Company as a manager, director, trustee, offcer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, so long as the insurance is available on acceptable terms as determined by the Members. The insurance or similar protection purchased or maintained for such Person or Persons may be for any liability asserted against them and incurred by them in any capacity described in this Section 9.6 or for any liability arising out of their status as described in this Section 9.6, whether or not the Company would have the power to indemnify them against that liability under this Agreement. Insurance may be so purchased from or so maintained with a Person in which the Company has a financial interest.

9.7 Savin2s Clause. If this Aricle ix or any portion hereof is invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Indemnitee as to costs, charges, and expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding, or investigation, whether civil, criminal, administrative, or investigative, including any action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article ix that has not been invalidated and to the fullest extent permitted by applicable law.

20

82
6a

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 5 of 18

ARTICLE X

MISCELLANEOUS
10.1 Entire Agreement; Amendments. This Operating Agreement contains the
the Members with respect to the Company. No oral or written agreement or understanding, except an amendment duly adopted with the unanimous written consent of all the Members, affects or amends the terms of this Operating Agreement. Any prior operating agreement
entire agreement of

of the Company is hereby revoked in its entirety.

10.2 Counterparts. This Agreement may be executed in several counterpars, all which shall constitute one agreement, binding on all paries hereto, notwithstanding that all the parties are not signatories to the same counterpart.
of 10.3 Applicable Law. This Agreement and the rights of interpreted and enforced in accordance with the laws of the State of

the Members shall be Delaware.

10.4 Severability. The invalidity or uTIenforceability of any provision of this Agreement in any particular respect shall not affect the validity and enforceability of any other provision of this Agreement or of the same provision in any other respect.

10.5 Reference to Statutory Provisions. All references to statutory provisions
shall be deemed to refer to corresponding provisions of subsequent law.

the Members pursuant to a Required Vote, divulge to any other person or entity any information whatsoever that relates in any way to the services, business, or operations of the Company, whether before or after
10.6 Confidentiality. No Member may, without the consent of

the Company's dissolution.

10.7 Notice of Tax Examinations. Any Member receiving advice that the
the Company is to promptly notify the Company and the other Members. Each Member is to report on his, her, or its federal income tax return items of income and loss on a basis consistent with the Form K-l prepared by or on behalf of
Service intends to examine any income tax return of

the Company.
10.8 Other Business Ventures. The Members may engage in and possess an

interest in any other professional or business venture of any nature and description whatsoever,

independently or with others, including, but not limited to, the acquisition, ownership, and operation
ofveI1tUfes competitive with, and similar in nature to, the business conducted by the Company.

(THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BL4J~KJ

21

83
61

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 6 of 18

IN WITNESS 'VHEREOF, the Members have executed and delivered ths
Agreement as of

the Effective Date.

"Members~~

CLEARi'IEADOW CAPITAL CORP.

vvMA ~-~
By: \ MAR E. HUTTON
Its: President

VII~ LLC

By: D iel J. Brooks, Jr.
Its: P esident

~/

/

84

22
62

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 7 of 18

EXHIBIT A
MEMBER NAME AND ADDRESS, CONTRIBUTION TO CAPITAL, AND COMPANY UNITS

Member Name and Address

Contribution to Capital
*See attached Schedule

Number and Class

of

CLEAREADOW CAPITAL
CORP. 2233 S. West Street Wichita, Kansas 67213 CF Advisors XXXVII, LLC 10 Bay Street

Com an Units
99,000 Class A Units

A-I.
* See attached Schedule

1,000 Class B Units

West ort, CT 06880 Total

A-2.

100,000 Com aD Units

') "' .:.:

85 63

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 8 of 18

SCHEDULE A-I

CAPITAL CONTRIBUTION OF CLEAMIEADOW CAPITAL CORP.
CLEAREADOW CAPITAL CORP. hereby contributes Two Hundred Eighty Seven Thousand Five Hundred and no/lOO Dollars ($287,500) and in exchange for its Class A Units as specified in Exhibit A of this Agreement.

24

86
64

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 9 of 18

SHEDULE A-2

CAPIT AL CONTRIBUTION OF CF ADVISORS XXVII, LLC

CF Advisors XXXVII, LLC hereby contributes Two Thousand Five Hundred and
NOll 00 Dollars ($2,500.00) out of its service fees payable under Section 5.5 of this Agreement to the capital of the Company and in exchange for its Class B Units as specified in Exhibit A of this Agreement.

87 25
65

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 10 of 18
~ DEFENDANT'S

.

.l
S

g

EXHIBIT

&3

I
ASSIGNMENT OF LIMITED LIABILITY COMPANY UNITS AND JOINDER AGREEMENT

THIS ASSIGNMENT OF LIMITED LIABILITY COMPANY UNITS AND JOINDER AGREEMENT (the "Assignment") entered into this i2 day of

¡j~ t (IL~(V , 2001, by and among CLEARMEADOW CAPITAL CORP., a
corporation organized under the laws of the State of Delaware ("CLEARMEADOW"), and CF ADVISORS XXVII, LLC, a limited liability company organized under the laws of the State of Delaware ("Clarion "),

WITNESSETH:
WHEREAS, CLEAREADOW INvESTMENTS, LLC, a limited
liability company organized under the laws of the State of Delaware (the "Company"),

was formed on the r- day of Óc l _, 200 l;
WHEREAS, the business and affairs of the Company are governed by the

terms of that certain operating agreement of the Company dated as of the J! day of
0."-1., 200 1 (the "Operating Agreement");

WHEREAS, Clarion and CLEAREADOW are Members (as that term
is defined in the Operating Agreement) of the Company, in which Clarion currently owns one thousand (1,000) Company Units (as that term is defined in the Operating Agreement) (collectively, the "Clarion Units");

WHEREAS, Clarion currently serves as an investment advisor with
respect to certain foreign currency and derivatives investments of the Company;

WHEREAS, the Company has liquidated the .majority of its foreign currency and derivatives investments, and CLEAREADOW does not anticipate a
continuing need for Clarion's services on behalf of the Company; and

'WHEREAS, CLEAREADOW desires to purchase the Clarion Units
from Clarion and thereby acquire complete ownership of all Company Units, and Clarion desires to sell the Clarion Units to CLEAIUvIEADOW and thereby withdraw from any
and all membership interests in the Company;

Nnw, THEREFORE, in consideration of the premises, and of the
mutual promises, covenants, and conditions herein contained, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:
1. Sale and Assignment; WithdrawaL. Clarion hereby sells to

CLEARMEADOW, and CLEARfEADOW hereby purchases from Clarion, the Clarion
88
36

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 11 of 18

Units for the purchase price of that amount in cash or foreign currency as further specified
in Schedule A, attached hereto, tendered simultaneously herewith from

CLEAREADOW to Clarion. Clarion hereby assigns all right, title, and interest in and

to the Clarion Units to CLEARMEADOW, and Clarion hereby withdraws from membership in the Company, surrendering to CLEAREADOW any and all rights
Clarion may have as a Member with respect to the Clarion Units.

2. Joinder. CLEAREADOW hereby agrees to take the Clarion
Units subject to the terms and conditions of the Operating Agreement. The parties hereto

agree to treat CLEAREADOW as a Member with respect to the Clarion Units pursuant
to the terms 0 f the Operating Agreement.

3. Consents. The parties hereto consent to the transfer of the Units
from Clarion to CLEAREADOW, to the admission of CLEAREADOW as a Member
with respect to the Clarion Units, and to the withdrawal of Clarion as a Member.

4. Further Action. The paries hereto agree to take all such further
action as may be necessary or appropriate to effectuate the purposes of this Assignment.
5. Governin2: Law. This Assignent shall be construed and

enforced pursuant to the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned have executed this
Assignent as of the day and year first above written.

CLEARMEADOW CAPITAL CORP.

lA~IM~. ~
By: \Mark E. Hutton, President

CF ADVISORS XXXVII, LLC

By: Daniel

1. Brooks, Jr, President

v
89
37

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 12 of 18

SCHEDULE A

PURCHASE PRI CE

The parties hereto agree that the assets on the books of the Company as of
the date of this Assignent are as follows:

Specify Assets Herein

As of the date of this Assignent, the Clarion Units constitute one percent (1 %)

of all outstanding Company Units. Accordingly, one percent (1 %) of the assets of the
Company amounts to: , r; /C ~:. I C:i ( ~:rCc, ,/ . k / :. u 0 C ",/' ¡ ¡? (A '-, /

Specify 1 % of Assets Herein

Accordingly, the parties hereto agree that the purchase price under Section i of

this Assignent shall be: £) (~v() ";:cc' (c./.JùJ
Specify 1 % of Assets Herein

90
38

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 13 of 18

CLEARMEADOW INVESTMENTS, LLC 2233 S. West Street
Wichita, Kansas 67213

\ /'
VIA TELECOPY (214) 740-7780
Mr. Craig Brubaker Deutsche Bane Alex Brown
200 Crescent Court

,I C~.J'''LC ¡ 6 , 2001

Suite 500 Dallas, Texas 75201

Re: CLEARMEADOW INVESTMENTS, LLC Acct #
Dear Mr. Brubaker:

This letter is to inform you that CF Advisors XXVii, LLC assigned all of its interest in CLEARMEADOW INVESTMENTS, LLC to CLEARMEADOW CAPITAL CORP. and is no longer a member of CLEARMEADOW INVESTMENTS, LLC as evidenced by that certain Assignment of Limited Liability Company Units and Joinder Agreement between CLEARMEADOW CAPITAL CORP. and CF Advisors XXVii, LLC. Accordingly, Dan Brooks, in his
capacity as President of CF Advisors XXXVii, LLC shall no longer maintain any investment authority over the above-mentioned account.
Please contact me if you have any questions regarding this matter.

Very truly yours, CLEARMEADOW CAPITAL CORP.

\i '. ~ ~ ~ i "" \¡,L, ~.&L ~_. h-~
,l... "" . .. "-\~, y

By: \vark E. Hutton, President

At

~ DEFENDANT1S

f EXHIBIT
.f d. Jf

lS-P

91

~
I!

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 14 of 18

CLEARMEADOW INVESTMENTS, LLC 2233 S. West Street

/ Wichita, Kansas 67213

~

-- 1

'- ~t~ '

,2001

VIA TELECOPY (214) 740-7780
Mr, Craig Brubaker Deutsche Bane Alex Brown
200 Crescent Court

Suite 500 Dallas, Texas 75201
Re: CLEARMEADOW INVESTMENTS, LLC

Acct # -i ii~ .~

Dear Mr. Brubaker:

This letter constitutes your authorization to sell the positions indicated on the attached Schedule A currently held in the above-referenced account.
Please contact me if you have any questions regarding this matter.

Very truly yours,

~~~~.~
,

Br
Its:

~ DEFENDANT1S

3-P
92

J EXHIBIT
I!

3 ~.sÅ -

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 15 of 18

Clearmeadow Investments LLC
Schedule A
Sell exactly forty percent (40%) of

all positions currently held by the LLC

.

.. DEFENDANT1S

.¡

93

''QS"B I EXHIBIT

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 16 of 18

United States

of America

Department of the Treasury

Internal Revenue Service
Date: January 5, 2006

CERTIFICATE OF OFFICIAL RECORD

I certify that the annexed transcript(s) is(are) an exact transcript of the account of the Taxpayer named herein in respect to the taxes specified. It is a true and complete transcript for the period(s) stated of all assessments, abatements, credits, and refunds relating thereto as disclosed by the records of this offce as of the date of this certification. It also contains a statement of all unidentified and advanced payments, if any, for the periods(s) stated.

CLEARMEADOW INVESTMENTS LLC

For tax period(s) December 31,2001 Form 1065 Certification of Assessment and Payments consisting of 3 under the custody of this office.

page(s) -

IN WITNESS WHEREOF, I have hereunto set my hand,

and caused the seal of this offce to be affxed, on the day
and year first above written,

By direction of the Secretary of the Treasury:

Susan A. Han , Field Director
Cincinnati Sub,i ission Processing Center

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 17 of 18

- -~~ - - - - - - - - - - - - - - - - - - - - - -- - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - - - - -CLEARMEADOW INVESTMENTS LLC
EIN/SSN: 48-1251013

CERTIFICATE OF ASSESSMENTS, PAYMENTS, AND OTHER SPECIFIED MATTERS

TYPE OF TAX: U.S. PARTNERSHIP RETURN OF INCOME

FORM: 1065 TAX PERIOD: DEe 2001
DATE

EXPLANATION OF TRANSACTION

ASSESSMENT, OTHER DEBITS (REVERSAL)

CREDIT (REVERSAL)

PAYMENT,

ASSESSMENT

DATE (23C,

RAe 006 )

- - - - - - - - - - - - - - - - - - - - - - - - - --- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

RETURN PREPARER TIN:

P00024411

08-29-2002 RETURN FILED

0.00

09-30-2002

29265- 243-1260 3-2 200238

~5-27-2002 EXTENSION OF TIME TO FILE

EXT. DATE 07-15-2002

07-18-2002 EXTENSION OF TIME TO FILE

EXT. DATE 10-15-2002

-0-24-2004 AMENDED RETURN FILED 29265- 306 - 39318-4
ADDITIONAL TAX ASSESSED 29254-405-17329-5 200503

0.00

01-31-2005

~5-17-2005 RECEIVED POA/TIA
FORM 4340 (REV.

01-2002)

PAGE

1

95

--

Case 1:05-cv-01223-FMA

Document 30-7

Filed 08/22/2007

Page 18 of 18

- - - - - - - - - -- - ~ - - - - -- - - - - - - -- - - - --- - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - -- - - - - - - - - - - - - - --CLEARMEADOW I NVE STMENTS L LC

CERTIFICATE OF ASSESSMENTS, PAYMENTS, AND OTHER SPECIFIED MATTERS
EIN/SSN: 48-1251013

TYPE OF TAX: U, S. PARTNERSH IP RETURN OF INCOME

FORM: 1065 TAX PERIOD: DEC 2001 - - - - - - - -- - - - - - -- -- --- - - - - - - - - - -- - - - -- - - -- --- - - - -- - - - - -- -- - - - - - - - -- - - - - - - - - - - - --BALANCE

0,00

- - --- - --- - - - -- -- -- -- - - - - - - - - - - - - - - - - - - - -- - -- - - - - - - - - --- - - - - -- -- - - - - - - - -- - -- --- -I CERTIFY THAT THE FOREGOING TRANSCRIPT OF THE TAXPAYER NAMED ABOVE IN RESPECT -TO THE TAXES SPECIFIED IS A TRUE AND COMPLETE TRANSCRIPT FOR THE PERIOD STATED, AND ALL ASSESSMENTS, ABATEMENTS, CREDITS, REFUNDS, AND ADVANCE OR UNIDENTIFIED PAYMENTS, AND THE ASSESSED BALANCE RELATING THERETO, AS DISCLOSED BY THE RECORDS OF TH IS OFF ICE AS OF THE ACCOUNT STATUS DATE ARE SHOWN THERE IN. I FURTHER. CERTIFY THAT THE OTHER SPECIFIED MATTERS SET FORTH IN THIS TRANSCRIPT

APPEAR IN THE OFF ICIAL RECORDS OF THE INTERNAL NUE SERVICE, .' -- ---- - - ------- ----- ---------- - - -- - - ----- - -- --- - - - - - - - - - - - - - -SIGNATURE OF CERTIFYING
PRINT NAME:

B,=ve!"ly S.
Operations Manager, Accounting Control/Services

_TITLE:

DELEGATION ORDER:

sc-c 198 (Rev', 8)

LOCATION: INTERNAL REVENUE SERVICE

ACCOUNT STATUS DATE 01/04/2006

FORM 4340 (REV, 01-2002)

PAGE

2

96