Free Memorandum - District Court of Federal Claims - federal

Case 1:05-cv-01223-FMA

Document 30-3

Filed 08/22/2007

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CLEARMEADOW INVESTMENTS~ LLC
A Limited Liability Company Organized Under the Laws of the State of Delaware

Dated Effective: Oc-hlw (0 ,2001

;; DEFENDANT'S

37-P

10

J0

i EXHIBIT

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OPERATING AGREEMENT OF
CLEARMEADOW INVESTMENTS, LLC

THE UNDERSIGNED hereby declares this to be, and agrees according to the

terms of, the Operating Agreement (the "Operating Agreement" or "Agreement") of
CLEARMEADOW INVESTMENTS, LLC, a limited liability company organized under the laws of the State of Delaware (the "Company"), made effective as of the Organization Date (as
defined herein).

ARTICLE I
ORGANIZATION

1.1 Or~anization. The Member (as defined below) caused therl¥ to be filed a Certificate of Formation with the Delaware Secretary of State on Oc.-h£tv 1, 2001 (the
"Organization Date"), creating the Company, organized and to be operated in compliance with the provisions of the Act (as defined below). The rights and liabilities of the Member are as provided in the Act except as provided in this Operating Agreement.
1.2 Name. INVESTMENTS, LLC."

The name of the Company is "CLEAREADOW

1.3 Principal Offce. The location of the principal offce and place of
business of the Company is 2233 S. West Street, Wichita, Kansas 672 l3, or such other location as the Member may from time to time determine. At this principal office, the Company shall maintain its records.

1.4 Re~istered Offce and Re1!istered A2:ent. The registered agent of the Company is National Registered Agents, Inc., and its address is 9 East Loockerman Street, Dover, Delaware, 19901, or such other location as the registered agent may determine in accordance
with Section 18- i 04 of the Act. This Section 1.4 of the Agreement may be amended from time to

time by the Member to reflect each change in the identity or address of the registered agent or
registered office of the Company in the State of

Delaware.

1.5 Term. The Company commenced on the date the Articles of Organization were filed and will continue until it is dissolved, terminated, and wound up in accordance with the provisions of this Operating Agreement.
1.6 Purpose. The purpose of the Company is to engage in any activities for which a limited liability company may be formed under the Act.

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ARTICLE II
DEFINED TERMS
The terms defined in this Aricle, whenever used In this Agreement and

capitalized, have the following meanings:
2.1 "Act" means the Delaware Limited Liability Company Act, as codified in
Chapter 18 of Title 6 of

the Delaware Code, as now enacted or hereafter amended.

2,2 "Member" means Mark E. Hutton, and any other Person (as that term is
defined in the Act) who may subsequently be designated as a Member of the Company pursuant
to the terms of this Agreement and the Act.

ARTICLE III
CAPIT AL CONTRIBUTIONS; DISTRIBUTIONS

3.1 Initial Contribution. The Member initially contributes to the capital of
the Company that contribution further described in Exhibit A, attached hereto. The Member shall not be required to make any additional contributions to the capital of the Company for any purpose whatsoever. If the Member advances any additional money or property to or on behalf of the Company, such advance shall constitute a loan to the Company pursuant to Section 3.3 of
this Agreement.

3.2 Limited Liabilty. The Member shall have no personal liability for
liabilities or obligations of the Company except to the extent of its capital contribution.
3.3 Loans, If the capital needs of the Company exceed the capital

contributions provided by Section 3.1, the Member may, but shall not be required to, loan additional monies to the Company in amounts, and on terms and conditions, to be agreed upon by the Company and the Member. The Company may also borrow money for its capital needs from any third parties in amounts, and on terms and conditions, determined by the Member.

3.4 Distributions. The Company may distribute cash or other property to the
Member at such times and in such amounts as the Member may determine in its sole discretion.

ARTICLE iv
RIGHTS AND DUTIES OF MEIVIBER
4.1 Mana£ement Ri£hts. The management of the Company is hereby

reserved to the Member. The Member is the agent of the Company for the purpose of its business, and the act of the Member, including the execution in the Company name of any
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instrument for apparently carrying on in the usual way the business of the Company, binds the

Company. The Member may, from time to time, act in the capacity of an officer of the
Company, including, but not limited to, the Secretary of the Company. The Member has the power and authority to delegate to one or more other persons the Member's rights and powers to

manage and control the business and affairs of the Company, including to delegate to agents, offcers, and employees of the Member or the Company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Such delegation by the
Member shall not cause the Member to cease to be a Member of

the Company.

4,2 Ri!?ht to Indemnitv. If the Member 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
membership interest in the Company, the Company (but without recourse to the separate assets of the Member) shall indemnify the Member against all losses, costs, and expenses, including attorneys' fees, judgments, and amounts paid in settlement actually and reasonably incurred by the Member in connection with the action, suit, proceeding, or investigation. The Company may

indemnify any employee or agent of the Member or the Company upon such terms and
conditions, if any, as the Member in its sale discretion considers appropriate. Expenses,

including attorneys' fees, incurred by any indemnitee of the Company, including the Member, 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 Member determines in its sole discretion.

4.3 Reliance. The Member is entitled to rely in good faith upon the records of

the Company and upon such information, opinions, reports, or statements presented to the Company by any of its other managers, members, officers, employees, or committees of the
Company, or by any other person, as to matters the Member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member
might properly be paid.
4.4 FiducIarv Duties and ObliE;ations. The Member shall have no fiduciary

duties of loyalty or otherwise with respect to the Company.

ARTICLE V
DISSOL UTI

ON AND LIQUIDATION

5.1 Events of Dissolution; Withdra.wal. The Company shall be dissolved

only upon the filing of a written declaration of dissolution by the Member.

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5.2 Liquidation. If the Company is dissolved pursuant to Section 5.1, the
Company shall be liquidated and the business and affairs of the Company shall be wound up in
accordance with the applicable provision of the Act and, in settling the accounts of

the Company,

the assets and other property of the Company shall be distributed in the following order of
priority after all income and loss for .the fiscal year of the sale has been allocated to the Member and appropriate reserves have been established pursuant to Section 5.3 herein:
(a) to creditors, including the Member in its capacity as a creditor of

the Company, to the extent otherwise permitted by law, in
satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to the Member under Sections
18-601 or 18-604 of the Act;

(b) to the Member in satisfaction of liabilities for distributions under
Sections 18-601 or 18-604 of the Act; and
(c) to the Member.
5.3 Reserves. Upon dissolution, the Company shall:

(a) payor make reasonable provision to pay all claims and obligations,
including all contingent, conditional, or unmatured contractual

claims, known to the Company;

(b) make such provision as will be reasonably likely to be suffcient to
provide compensation for any claim against the Company which is

the subject of a pending action, suit, or proceeding to which the
Company is a party; and

(c) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to
the Company within ten (10) years after the date of dissolution.

If there are sufficient assets, such claims and obligations shall be paid in full and any such
provision for payment made shall be made in fulL. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal

priority, ratably to the extent of assets available therefor. Any remaining assets shall be
distributed as provided in Section 5.2 hereof

5.4 Responsibilitv. Upon dissolution, the Member shall look solely to the
assets of the Company for the return of its capital contribution. The \vinding up of the affairs of the Company and the distribution of its assets shall be conducted by the rvlember, who is hereby
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authorized to take all actions necessary to accomplish such distribution, including, without

limitation, selling any Company assets it deems necessary or appropriate to sell and over any period of time which the Member in its sole discretion deems necessary or appropriate to realize the highest value of the Company assets in a sale, including a sale of the Company, or its assets and goodwill, as a going concern.

ARTICLE VI
TRASFERS OF MEMBERSHIP INTEREST
The Member may sell, hypothecate, pledge, assign, or otherwise voluntarily, transfer any part or all of such Member's membership interest to any other person. If the
Member transfers the entire membership interest, the transferee(s) shall become a member(s)

without any further action unless the Member and the transferee(s) agree otherwise.

ARTICLE VII
MISCELLANEOUS

7.1 Books of Account. The Member shall maintain accurate books of account
for the Company and every transaction involving the Company shall be entered therein. The books of account shall be kept at the principal office of the Company.

7.2 Accountin2 Method. The books of account shall be kept on the cash method of accounting, unless the Member determines that another method is required or
advisable.
7.3 Fiscal Year. The fiscal year of the Company is the calendar year.

7.4 Entire A2reement. This Operating Agreement contains the entire written declaration of the Member.

7.5 Amendment. This Operating Agreement may only be amended In a
writing signed by the Member.

7.6 Applicable Law. This Agreement and the rights of the Member shall be
interpreted and enforced in accordance with the laws of the State of

Delaware.

7.7 Severabilitv. The invalidity or unenforcability 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.

7.8 Reference to Statutory Provisions. All references to statutory provision shall be deemed to refer to corresponding provisions of subsequent law.
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7.9 Pronouns and Plurals. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the
person or persons may require.

7.10 Benefits. This Agreement shall inure to the benefit of and shall bind the Member and its pennitted successors and assigns.

as ofthis ie day

IN WITNESS WHEREOF, the Member has executed this Operating Agreement the Organization Date.
of 0 ci-,v ,2001, but effective as of

Mark Hutton -t' E.~.~ ~

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

Member Name and Address
Mark E. Hutton 2233 S. West Street Wichita, Kansas 67213

Contribution to Capital
*See attached Schedule

Number and Class

of

Comoanv Units 100,000 Class A Units

A-I.

100,000 Company Units

17

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SCHEDULE A-I

cAPIT AL CONTRIBUTION OF MAR E. HUTTON
Mark E. Hutton hereby contributes Two Hundred Eighty Seven Thousand Five Hundred and no/1 00 Dollars ($287,500) and in exchange for his Class A Units as specified in Exhibit A of this Agreement.

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'.', . .'sÚ'ii DFDEHWAR
SECRETARY OF STATE DIVISION OF CORPRATIONS
010605266 - 3461875

FILED 09: 00 AM 11/28/2001

r-CERTICÓTE Of iNCORPOMTION
OF

CLAREAbOW CArI AL CORP.

The undeniígied for the PUlOoes of

formng a corption under the laws of

the State: of

Ocla~j do mae, fie an record t: Ccrt£cate, and do cer th:

~T:
Loockem Str in the City of

The na of

th Ctoraon is CLEAROW CAPAL CORP.
Delawar is to be l()ed at 9 Eat
Dover, County of

SECQ.N: In Registe Office in the Stae of

Ken 19901. The Registed Agt in

che thf is N atlon Regster Agenti, Inc.

THiR: The purose of the corpraon is to engage in any l~wfu ac or acvity for
which a çClrporaon may be orgmied uner the Genera Corpora Law of Delawae.
The corporation mall be entitled to all oftle genera power grte to corporations
uider the Ge Corpoation Law of the State of

, --,

Delawar, gred by specfic Stattory

autori"t an by constrction ofla.w.

FOURTH: The amount of the tota au.thrized eait.a stock. of the corporaon i.
10,00 iicst al of

which arc ofa par vaiue of,$.oi each and clasified as Common 5.oçk.

FI: The name an maig ads~ of th incorporator ar as follows:

N~ WDR~S
5220 SPRICI VAl

ROBERT S. BLOIN ESQ.

ROA

SUT 610
D.A, TX 75254

SIX:

The dition afU1 cororon shall be peretua1.

SEV; Th. pcr30nsliilty of all of~ ¿ìrcton of thç cotpraon is herWy
elimate to the fui;-¡ ext~Dt alowoo as p:roYideï t)y 1he Delaware ~er Corpaton Law,

as the same may be supleened an amèO~d.

EIOffTH: Tho l:orporation shl, to th fulIl:t extent legly permble un me
,.-\ provisions of

the Delaw;.e Gener Cot)oraon Law, 4l the sa may be amened an

.iupplemented shaH ind=ify and hold ham~s any and il peron ""horn it sha have ¡xwcr

ro ìndcmfy uner ~d provisions frm md ag'liit any and alliabilti~ (inludig expenes)

~ DEFENDANT1S

f EXHIBIT
19

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. :~; .~' " . , . d' . ,. _

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,, ,
iiosed upon or renably in by hU in corieion with ~y action suit or oter
proeed in which he may be involved or with which he may be thcatOD~ or oth mauer

reC1 to in 01" cove by sa prvision both as to actJon in hì. offcia caacit an as to . acoo in moth ~acity whie holding 3\.h offce. an shll coti\\e as to å pe. who ha
~iied to be a. dì~ or offcer of

the corporation. Such indenification prvided shall not be

decm excl'..e of t¡ oth rÏfls to whlch thso indcmed may be entitled imde an Bylawi A£cct or Resoluton adopt by th shsreholdas entitled to vote ther a.

notie,
Signd on Octob 12, ZOOl

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Form 2553
(Rev January 2001)

Election by a Small Business Corporation
(Under section i 362 of the Internal Revenue Code)
~ See Parts II and ilion back and the separate instructions. ~ The corporation may either send or fax this form to the IRS. See page i of the instructions.
OMB No. 1545.0146

Departnt or the Treasury
Intemal Revenue Servce

Notes: i. This election to be an 5 corporation can be accepted only if all the tests are met under Who May Elect on page 1 of the instructions: all signatures

in Par1S I and /II are origmals (no phococopies): and the exact name and address of the corporation and other required form Information are provided.

2. Do nor fie Form 71205, U.5. Income Tax Return for an 5 Corporation. for any tax year before the year the election takes effect.
3. If the corporation was in existence before the effective date of this election. see Taxes an 5 Corporation May Owe on page 1 of the instructions

Election Information
Name or corporation (see instructions)

Please
Type
or Print

LLEfl12Mê ')-, \
City or town. state. and ZIP code

lA¡"íTA i C"'-I '-T ~ '- C '. L''' .

A

Number. street. and room or suite no. (If a P.O. box, see Instructions.)

B

ZZ.:;" Wr=ST c;r.
iA-lCHI7A.

o
E

6l21s
A 77C)0v1H A T C-)

c

Election is to be effective for tax year beginning (month. day, year) .
Name and title of officer or legal representative who the IRS may call for more information

F Telephone number of offcer
or legal representative

c-X~
G

_ "V ""b I v. --c'JUf~

(-ltk) '3Z i-14-2S
.~ 0

If the corporation changed its name or address after applying for the EIN shown in A above, check this box

H If this election takes effect for the first tax year the corporation exists, enter month, day, and year of the earliest
of the following: (1) date the corporation first had shareholders, (2) date the corporation first had assets. or (3)

date the corporation beqan doinq business . ~ 1(1 / I ó / Zevl
Selected tax year: Annual return will be filed for tax year ending (month and day) ~____________ì¥a?1¿J:;i"J~__3L.__.____________________ If the tax year ends on any date other than December 31. except for an automatic 52.53-week tax year ending with reference to the month of December, you must complete Part lion the back. If the date you enter is the ending date of an automatic 52-53-week tax year, write
J Name and address of each shareholder; shareholder's spouse having a communiy

"S2-S3-week year" to the right of the date. See Temporary Regulations section i .441-2T(e)(3). K Shareholders. Consent Statement.
Under penalties of pe~ury. we declare thai we consent to the election 01 the above.named corporation to be an
L N

property interest in the corporation.s
stock; and each tenant In common. Joint tenant. and tenant by the entirety. (A

Stock owned

S corporation under section 1362(a) and that we have
examined this consent statement. including

M Social security
number or employer identification number

Shareholder's
tax

husband and wife (and their estates) are
counted as one shareholder in

determining the number of shareholders
without regard to the manner in which the

accompanying schedules and statements. and to the best of our knowledge and belief. it is true, correct. and complete. We understand our consent is binding and may not be withdrawn after the corporation has made a
valid election. (Shareholders sign and date below.)

Number

of shares

Dates acquired

year ends
(month and day)

(see instructions)

stock is owned.J

Signature

Date

MAP. E, IÚ7T~ LZ~? ') ¿d'S! ST.
h..'lU-f.rrA¡ K'5 012("5

~~.~

I C/IC(O I i c,cco i c!l r/U

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~ DEFENDANT'S
21

i ~EXHIBIT 5

J
Date ~

Under penalties 01 perjury. I declare tnat I have examined tnis election. including accompanying schedules and statements. and 10 the best 01 my knowledge and belief, it is trUE, correct. and complete

Signature of officer ..

Title ~

;")!2c:S' ~-.vl
Cat. No 18629R

i c ,tiei
i 2 0

For Paperwork Reduction Act Notice, see page 4 of the instructions.
ì

Form 2553 (Rev 12001)

Case 1:05-cv-01223-FMA
Form 2553 (Rev 1-2001)

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Filed 08/22/2007

Page 13 of 20
Page 2

l:Filll Selection of Fiscal Tax Year (All corporations using this part must complete item 0 and item P, q, or R.)

o Check the applicable box to indicate whether the corporation is:

1. c¡ A new corporation adopting the tax year entered in item I, Part i.
2. 0 An existing corporation retaining the tax year entered in item i. Part i. 3. 0 An existing corporation changing to the tax year entered in item I, Part i. P Complete item P iF the corporation is using the expeditious approval provisions of Rev. Proc. 87-32,1987-2 C.B. 396, to request (1) a natural business year (as defined in section 4.01(1) of Rev Proc. 87-32) or (2) a year that satisfies the ownership tax year test in section 4.01(2) of Rev. Proc 87-32. Check the applicable box below to indicate the representation statement the corporation is making as required
under section 4 of Rev. Proc. 87-32.

1. Natural Business Year ~ 0 i represent that the corporation is retaining or changing to a tax year that coincides with its natural

business year as defined in section 4.01 (1) of Rev. Proc. 87-32 and as verified by its satisfaction of the requirements of section 4.02(1) of
Rev. Proc. 87-32. In addition, if the corporation is changing to a natural business year as defined in section 4.01(1). i further represent that such tax year results in less deferral of income to the owners than the corporation's present tax year. i also represent that the corporation is not described in section 3.01 (2) of Rev. Proc 87-32. (See instructions for additional information that must be attached.)

2. Ownership Tax Year ~ 0 i represent that shareholders holding more than half of the shares of the stock (as of the first day of the tax
year to which the request relates) of the corporation have the same tax year or are concurrently changing to the tax year that the corporation adopts, retains, or changes to per item I, Part i. i also represent that the corporation is not described in section 3.01 (2) of Rev.
Proc. 87 -32.

Note: If you do not use item P and the corporation wants a fiscal tax year, complete either item 0 or R below. Item 0 is used to request a fiscal (ax year based on a business purpose and to make a back.up section 444 election. Item R is used to make a regular section 444 election.

Q Business Purpose-To request a fiscal tax year based on a business purpose, you must check box 01 and pay a user fee. See instructions
for details. You may also check box 02 and/or box 03.

1. Check here ~ 0 if the fiscal year entered in item i. Part i. is requested under the provisions of section 6.03 of Rev. Proc. 87-32. Attach to Form 2553 a statement showing the business purpose for the requested ~scal year. See instructions for additional information that

must be attached
2. Check here" 0 to show that the corporation intends to make a back-up section 444 election in the event the corporation's business
purpose request is not approved by the IRS. (See instructions for more information.)

3. Check here ~ 0 to show that the corporation agrees to adopt or change to a tax year ending December 31 iF necessary for the IRS
to accept this election for 5 corporation status in the event (1) the corporation's business purpose request is not approved and the corporation makes a back-up section 444 election. but is ultimately not quaii~ed to make a section 444 election, or (2) the corporation's business purpose request is not approved and the corporation did not make a back-up section 444 election.

R Section 444 Election-To make a section 444 election, you must check box R1 and you may also check box R2.
1. Check here ~ 0 to show the corporation will make, if qualified, a section 444 election to have the fiscal tax year shown in item I, Part i. To make the election, you must complete Form 8716, Election To Have a Tax Year Other Than a Required Tax Year, and either attach it to Form 2553 or file it separately.
2. Check here ~ 0 to show that the corporation agrees to adopt or change to a tax year ending December 31 iF necessary for the IRS

to accept this election for S corporation status in the event the corporation is ultimately not qualified to make il1'~~tt:on.
~:£l1111 Qualified Subchapter S Trust (QSST) Election Under Section 1361(d)(2)'
Income beneficiary"s name and address

Social security number

Trust.s name and address

Employer identification number

Date on whicli stock of the corporation was transFerred to the trust (month. day. year) ~
In order for the trust named above to be a OSST and thus a qualifying shareholder of the S corporation For which this Form 2553 is filed. I

hereby make the election under section 1361(d)(2) Under penalries of perjury I certify that the trust meets the definitional requirements of section 1361 (d)(3) and that all other information provided in Pan III is true. correct. and complete

Signature 01 income

benericiary or signature and title of legal re~resentative or other qualified person making the election Date

.Use Part iII to make the QSST election only ii stock of the corporation has been transferred to the trust on or before the date on which the corporation makes Its election to be an S corporation The OSST election must be made and filed separately if stock 01 the corporation is transferred to the trust after the dale on which the corporation makes the Selection

o

Form 2553 (Rev 120011

22

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State of Delaware

Office of the Secretary of State

PAGE 1

I, HARIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF

DELAWAR, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRCT

COPY OF THE CERTIFICATE OF INCORPORATION OF "CLEARMDOW CAITAL
CORP. ", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF

NOVEMBER, A.D. 2001, AT 9 O'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARED TO THE
KENT COUNTY RECORDER OF DEEDS.

.. ,, DEFENDANT'S

27-P
3461875 8100

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Hamet Smith Wìndsor, Secretary of State

J

EXIBIT

~

AUTHENTICATION: 1471224

010605266

DATE: 11-29-01

i 24

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Deutsche Banc Alex. Brown Client Statement
POBOX 1776
BALTIMORE MD 21203
(214) 740-7700 (800) 527-3903

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Page 15 of 20

DEUTSCHE BANC ALEX BROWN INC
INVESTMENT REP # 182 200 CRESCENT COURT SUITE 500 DALLAS TX 75201-6959

CLENDENING/B RUBAKER

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1,11111",1111,1",11,,11,11,,,11,,111,"11,"11, ,,11.11.,.111

Portfolio Overview
Filed 08/22/2007

Assets
lJalue as of October 31, 2001

CLEARMEADOW INVESTMENTS L1_C ATTN MARK E HUTTON 2233 S WEST SìREET WITCHITA KS 67213

% of total assets

Cash

$0.00

00%
100 a

,ùney funds -~--~

250,06592 ----

Common stocks
Preferred stocks

000

00
0.0

Mutual funds

Government debt issues

----~
000

in -

---

000

00

rr

:c

'T

Document 30-3

---~
000 000
000
0.00

000

00

01

Corporate debt issues

Municipal debt issues

Certificates at deposit

---~--00

00 00

Options
Limited partnerships

00
00

000 00 -_.__.~-~-----000
0.00

Annuities
Other
Total assets

00
$250,06592
100.0%

Activity
% of total alisets

This period

T~iabilities
vash debit

Case 1:05-cv-01223-FMA

lJal ue as of October 31, 2001
$0 00

Margin debit _._---~

Short options

000 ~--_._--------

~-

Net value of your --------_. account as of September 30 Net cash activity ------_._Net securities iiit%ut 01 account

$0 00

249,942 29

0.0%
Net rei urn

000
on your portfolio
o a

12363

M
000 00 -~--~-~000 00
$000
0.0%
Net value of your account as of October 31

$250,06592

N N "l ,

Other short securities
Total

Income
Net income received

This period

Year to date

o
$250,06592
Curreot estimated --.----~-_....- annual income

LO

liabilities

$12363

:i
Currenl estimated aonual yield

$12363

W

Net Value of Your Account

$5801 52

CJ

232%

o: u
$000
Statement of Account October 1 to October 31, 2001

Net Value as of December 3 i, 2000

Deutsche Bank

IZ

A ccau n t 4I

P~gc\of6
J)11i.¡.,Q..nn.n)l.nnl,,1 IlH. Q N

1111111111\1 11111111111111111111 \\11111 IIIIII

Statement of Account
October I to October \1, 200 I Accoun~ ~

Deutsche Banc Alex. Brown

P;igc 2 "f (,

Page 16 of 20

Cash Summary
Opening Cash Balance

Portfolio Summary
$000
This period

Income Summary
Year to date

--~--~Taxable dividends

--- - - -$12363 000 000 000 000
$12363 000 000
Nel cash activity
Previous net account value

~_~tivity __________..

This period

Taxable interesl
Capital gains distribulions receiverl

--_.-------

$000

249.94229

------.

--~~

Year to date

$0 00

N

249,94229

Net securilies int%ut of account
Adjusted previous account value
Net change in market value

000

in .. 0· o

Non-taxable dividends

Filed 08/22/2007

in-taxable interest Net income received
$123.63

-------,----

000 000 $12363
Year to date

$249,942.29

$249,942.

r,let income received
Net account value as of October 31, 2001

12363

Cash Activity - ~Deposits
Withdrawals

$250,065.92

-_.~--

123 63

--

., -

000

lF

~-This period

Net return on portfolio

$250,06592 12363

$287,50000
37.52000

37,52000 -

$28750000 --------

US tax withheld -~~----------37 71 37 71

-------

Non-resident tax withheld

000
n 00

000
n nO

Foreign tRY8S withh81d

Interest charges on cash debil

Document 30-3

ll N
000 000

Interest charges on margin debil
a 00

~--------$249,942.29

000

Net cash activity

$249,942.29
Year to date

Purchases and Sales
This period

Tolal purchases _._---~~-

Case 1:05-cv-01223-FMA

Tolal sales ------~ fund sales 'lther money

-~
$287,58592 -----_.----- 37,520 00
a 00

$287,58592 37.520 00 ------OdlD

--------_.-----

et purchases/sales(incl money funds)

$250,065.92 -

$ 2 5 0 ,065"92 -

M

Otb~--~ct-Ivit'r
Bond redempt ions

---This period

Year to dale
$0 00 $0 DO

N N
000
$0.00

T"

i

--------Other activity

000
$0 00

o
$000

LO

Net other activity

:i

W

U)

Closing Cash Balance

-c

U

~,

1£.

C

..

Prices are provided by an independenl pricing service. For current markel price quotations, call your Investment Representative

Cash and Equivalents Amount

Page 17 of 20

Portfolio Holdings
DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND. INC.

.. Cf

Estimated annual income

Current annual yield

$25006592

$5801 52

2 32%

PRIME SERIES
Total cash and equivalents

?ortfolio Activity Dividends and Interest Date Activity
Description
DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND, INC PRIME SERIES TEFRA TAX WITHHELD

10/23/2001
Dividend

Total dividends and interest

Purchases and Sales
Settlement date

Document 30-3

Filed 08/22/2007

$250,065.92

$5,801.52

Activity
Type

auantity 287,500

Description
DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND, INC.
PRIME SERIES ----_._--

10/15/2001

Purchased
Sweep

10/16/2001
Sold

Cash

27,510 -

DEUTSCHE BANC ALEX BROWN

10/23/2001

Case 1:05-cv-01223-FMA

Fund reinvesled

Cash

85.92

~-~Cash

CASH RESERVE FUND, INC PRIME SERIES
DEUTSCHE BANC ALEX. BROWN

CASH RESERVE FUND, INC.
PRIME SERIES MONTHLY DIVIDEND REINVESTED

101?/2001
Sold

7,500 .

1 012~/2001

Sold

Cash

2,500 .

~~..

DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND, INC.
PRIME SERIES

------

DEUTSCHE BANC ALEX BROWN CASH RESERVE FUND, INC.
PRIME SERIES

Statement of Account

Deutsche Bank

IZ

October I to October "3 i , 200 i
ACCCllll1
U17HHH4(\0-0il-(l('IH\ IlN R N

P;igc 3 Clf 6

111111111111 IIIII IIIII 1111111111 1111111111111

Statement of Account

Deutsche Bane Alex. Brown
Page 18 of 20

Accoiint'-

October 1 to

October 31.2001

Pagc 4 of (,

"T

ir.

-

Portfolio Activity continued

.. ~ :i JJ

Purchases and Sales
Settlement date Activity
Type

Quantity
1( ~

Description
DEUTSCHE BANC ALEX BROW~!
CASH RESERVE FUND, INC ~ PRIM E SERIES

Unit price

Amount

10/25/2001

Sold

Sweep

10 DO

Net purchases and sales

$250,065.92 -

Deposits
)ther Deposits
Date posted

Filed 08/22/2007

Description
FUNDS RECEIVED COMM WICHITA

10/12/2001

--~
Description
FUNDS WIRED TO SOCIETE GENERALE NA INC. NEW Y I RD OPERATIONS
WIRE FEE

Amount

$287,500.00

Total other deposits

$287,500.00

Other Withdrawals
Dale posted

Document 30-3

Withdrawals
10/16/2001

N

r-

---TRF TO CF ADV XXXVii

Amount

$27,50000 ~

~-~
10/16/2001

1000 AlO 10/23/01 AS INV ADV PYMT

10/23/2001

7,50000 FUNDS WIRED TO BANKERS TRUST COMPANY DEUTSCHE BK LONDON/F
WIRE FEE

Case 1:05-cv-01223-FMA

10/24/2001

2,50000 -

M

10/24/2001

1000 ~

N

Total other withdrawals

$37,520.00 -

N .. Ll 0

i

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0
CD

c:

Case 1:05-cv-01223-FMA

Document 30-3

Filed 08/22/2007

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CASE # 05-1223

28

Deutsche Banc Alex. Brown
Accoulì ~

Statement of Account October 1 to October ì i. 200 i

r,igc fi of 6

Page 20 of 20

Disclosure
Please ôlÌvlse us prn.mptly of any material char,ge in your ',nvestClent nr financial SIIUi.lor

Deutsclie Ranc Alex Rrovln !1I1 nebits $50 from each account transferring to another tiroke"j"aler 0' 1i'ialiCia

'-

Your account is wilh Deulsche Bane Alex Brown loe a registered tJloker.dealer. 'pfrued 10 herelD as Deutsche Bane Alex Brown H-e reporting peiiod for your statement ends on the lasl ,jay 01 tiie rnonth The dales IorJlcated
on purChases and sales are selltement dates. Margin interest charges Incurre,1 alter tne peiind indicaterl on this statement will be shown on the next statement tn order tD review margin interest chaiges you should retain this
statement for use r contunetion with the next statement

institution to cover the administrative CDStS 01 such transfer NASD Requlation Ine rn,kes a',iliiable to investors a brochure regarding its Public Disclosure Ploqr,1I Ti',ii

Public Disctosure hotliee nuniher is (ROO) 289.9999 The NASD Regulation webs

iie can be located 21

wwwnasdrcom
Deutsche Bane Alex Rrown 1''( Hrrnber SIPC

IF, .. -o .. -

'l

The current portfolio v,lue excludes unprrced securities
Denotes a mutual funcl
to you

Any free credit balances represents funds payable on demand which. although properly accounterl fnr .on our books
a~d records. are not segregateo and may be used in the conduct of this Films huiieess. without payment subiect to ihe Iimitalions 0117 CFR Section 240 15c3.3 under the Securit'es Exchange ACI 011934

Denotes a foreign secll,ty

your special memorandum account The special memorandum account is maintained lor you in accordance with

Regulalioli T of the Board of Governors 01 the Federal Reserve System and is complis2,j 01 funds generated by your f1Mgln activity and segregated for your future use A permanent detailed record 01 the aclivity ie tnis account iS
availabte lor inspection at your request We reserve the right to establish or modify reouirements pertaining to the operation Of a margin account which may exceed reguirements establ'shed by the Frileral ¡ieserve Board and/or the New York Siock exchange Aggregate commissiuns which you have paid are not ieported separately this stae'l'8I'1 01 account

Filed 08/22/2007

Positions and aclvity shown on your margin account comprise a combined slatecierit 01 your margin account and

Money Market Fund 7 Day Average Yields:
-~~.'-._-~----------'- - -DB ALEX BROWN CASH RESERVt PRIME

_~. __-0-

DB ALEX BROWN CASH RESERVE FREASURY
DB ALEX BROWN CASH RESERVE TAX FREE

15%

S9%

Commissions and charges incurred in connection with the executior 01 option and other I'ansactions have been
includerl in corifirmations 01 those transactions previously furnished yoii A siimrr,a,y 01 tris iolormation wii! be

Your Standing Instructions are:
Purchases Hold securities in street name
Sales: Credit proceeds 10 account

made available 10 you upon request Orders 101 your account rray be aggregated with other customer ordws In so doic.g you may receive an average price for yoiir orders wilie, may be different from the price(s) you may have received riad your orders oat been
aggregateel r his practice may also result in your orrlers being only partially co,o'pletp,1 A financial slatement on ¡his Firm IS available for VOU( oersona! InsoRrtHlfì ar nff:':::'. nr í3 cnr:i)/ \~I¡li b¡: m311¡)(!

Document 30-3

Income: Hold in account
End of Statement

0\

01

upon your wrltteo reouest Inlormatioo regarding market piice. market value, estimated iocome, dlvirJends and ,crlial yielels is based on data
obtained IrOrO sources we consider to be reliable but is not guaranteed as tn accuracy Ths information is provided as , convenience to aid in your financial record keeping Deutsche Bane Alex Brown money lund yield figures are based OCi the seven.day per'oil preCedlilg toe statement date Deutsche Asset Management Funds and Deutsche Asset Management Flag Inveslors Funds estimated yield and income figures are computed based on either dividends lor the oreceding twelve.r'l(inth periorl or the annualized rate of distribution

purchase Drlce Unless otherwise 'ndicated. the values shown hereiii iDr such seClr'!,es ha'ie been providê. by the management of each orogram and are uprlated quarterly These values reriresent maiiaqe,I'enls estimate of fhe
investors .nleresl in the net assets 01 the program Therelore. the estimated vallres scO\w, herein lTay not

Case 1:05-cv-01223-FMA

Diiect oa'tieipalion program securilies (e ii partnerships, limited liability companies and real estate investment trusts ("REI is") which are not listed on a national securities exchange or on The Nasdaq Stock Market. Inc are generai!yilliquid No, tormal trading market exists for these SeCGiitl8S and the' values will be eliflerent than the

M

necessaii'y be realiierl upon sale 01 the securlLes
We receive payment Inr routing for execution some ardeis in certain listed securities ¡he deterrrination as to where to route orrJe's IS cased or severa! factors, suhject 10 the overrding cons:derat'on that custofTHirs receive Dest execution Ail orders for whicn we receive paymerii Me exposed to the possibility of price 'mpr()Verrenl, so that all such orders potentiatly can be eXECuterl at piices supe'ior to the best b'd or hest offer Payment is received in the 'orrr, of rebates. or credits against exchange lees and specialist fees Details w"1 be furnished

N N

T"

ll o

i

=l

upon vmtlen reoues:

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c: u