<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 1997
Commission file number 0-16633
THE JONES FINANCIAL COMPANIES, L.P., LLP
______________________________________________________________________
(Exact name of registrant as specified in its charter)
MISSOURI 43-1450818
______________________________________________________________________
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 Progress Parkway
Maryland Heights, Missouri 63043
______________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 515-2000
__________________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports,
and (2) has been subject to such filing requirements for the past 90
days.
YES X NO
____ ____
As of the filing date, there are no voting securities held by no voting
securities held by non-affiliates of the Registrant.
<PAGE>
THE JONES FINANCIAL COMPANIES, L.P., LLP
INDEX
Page
Number
Part I.FINANCIAL INFORMATION
Item 1.Financial Statements
Consolidated Statement of Financial Condition ...........3
Consolidated Statement of Income .......................5
Consolidated Statement of Cash Flows ....................6
Consolidated Statement of Changes in Partnership Capital 7
Notes to Consolidated Financial Statements ..............8
Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations .....................9
Part II.OTHER INFORMATION
Item 1.Legal Proceedings.......................................13
Signatures ..............................................14
<PAGE>
THE JONES FINANCIAL COMPANIES, L.P., LLP
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
ASSETS
(Unaudited)
June 27, December 31,
(Amounts in thousands) 1997 1996
Cash and cash equivalents $ 45,207 $ 64,858
Securities purchased under agreements
to resell 21,450 145,000
Receivable from:
Customers 697,346 615,399
Brokers or dealers and clearing
organizations 22,879 14,978
Mortgages and loans 71,281 66,116
Securities owned, at market value:
Inventory securities 63,223 58,373
Investment securities 171,322 171,177
Equipment, property and improvements 183,491 173,719
Other assets 71,453 70,796
_________ _________
$ 1,347,652 $ 1,380,416
The accompanying notes are an integral part of these financial
statements.
<PAGE>
THE JONES FINANCIAL COMPANIES, L.P., LLP
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
LIABILITIES AND PARTNERSHIP CAPITAL
(Unaudited)
June 27, December 31,
(Amounts in thousands) 1997 1996
Bank loans $ 5,450 $ 2,750
Payable to:
Customers 533,424 591,931
Brokers or dealers and clearing
organizations 13,771 12,999
Depositors 64,693 63,125
Securities sold but not yet purchased,
at market value 22,854 13,215
Accounts payable and accrued expenses 61,067 54,115
Accrued compensation and employee benefits 89,575 88,474
Long-term debt 61,450 67,190
_________ ________
852,284 893,799
Liabilities subordinated to claims
of general creditors 216,500 216,500
Partnership capital 265,202 248,157
Partner's capital reserved for
anticipated withdrawals 13,666 21,960
_________ ________
278,868 270,117
_________ ________
$ 1,347,652 $ 1,380,416
The accompanying notes are an integral part of these financial
statements.
<PAGE>
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
(Amounts in thousands June 27, June 28, June 27, June 28,
except per unit information) 1997 1996 1997 1996
Revenues:
Commissions $ 181,941 $ 159,936 $ 352,418 $ 320,132
Principal transactions 49,610 52,993 98,189 86,707
Investment banking 2,964 3,895 6,301 6,878
Interest and dividends 22,494 17,064 41,230 32,218
Other 21,948 17,480 42,677 32,694
_________ _______ ______ _______
278,957 251,368 540,815 478,629
_________ _______ ______ _______
Expenses:
Employee and partner compensation
and benefits 158,617 147,995 308,368 278,922
Occupancy and equipment 32,467 25,120 63,070 48,494
Communications and data
processing 20,567 18,630 37,667 34,342
Interest 10,900 8,225 21,174 16,100
Payroll and other taxes 8,428 7,249 19,169 16,669
Floor brokerage and clearance
fees 1,877 1,865 3,676 3,531
Other operating expenses 17,642 16,384 35,483 31,448
_________ _______ ______ _______
250,498 225,468 488,607 429,506
_________ _______ ______ _______
Net income $ 28,459 $ 25,900 $ 52,208 $ 49,123
========= ======= ====== =======
Net income allocated to:
Limited partners $ 4,133 $ 4,623 $ 7,621 $ 8,792
Subordinated limited
partners 3,042 2,650 5,674 5,120
General partners 21,284 18,627 38,913 35,211
_________ _______ ______ _______
$ 28,459 $ 25,900 $ 52,208 $ 49,123
========= ======= ====== =======
Net income per weighted average
$1,000 equivalent partnership
units outstanding:
Limited partners $ 43.92 $ 47.57 $ 80.53 $ 90.18
======== ======= ======= =======
Subordinated limited
partners $ 81.78 $ 84.94 $ 152.44 $ 163.92
======== ======= ======= =======
Weighted average $1,000 equivalent
partnership units outstanding:
Limited partners 94,102 97,177 94,631 97,491
======== ======= ======= =======
Subordinated limited
partners 37,196 31,200 37,217 31,234
======== ======= ======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
June 27, June 28,
(Amounts in thousands) 1997 1996
Cash Flows Provided by Operating Activities:
Net income $ 52,208 $ 49,123
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 18,270 13,082
Increase in net receivable from
customers (140,454) (7,299)
Decrease in securities held for
repurchase 123,550 (1,385)
Decrease (increase) in net receivable from/
payable to brokers or dealers and clearing
organizations (7,129) 15,964
Increase in receivable from mortgages
and loans (5,165) (1,695)
Decrease in securities owned, net 4,644 29,988
Increase (decrease) in payable to
depositors 1,568 (541)
Increase in accounts payable and accrued
expenses 8,053 8,231
Other assets (657) 5,274
_______ ________
Net cash provided by operating
activities 54,888 110,742
_______ _______
Cash Flows Used by Investing Activities:
Purchase of equipment, property and
improvements (28,042) (26,666)
________ _______
Cash Flows Used by Financing Activities:
Issuance of bank loans 2,700 -
Repayment of bank loans - (32,503)
Issuance of long-term debt - 6,698
Repayment of long-term debt (5,740) (4,551)
Issuance of partnership interests 8,833 3,365
Redemption of partnership interests (2,526) (2,572)
Withdrawals and distributions from
partnership capital (49,764) (41,816)
_________ ________
Net cash used by financing activities (46,497) (71,379)
_________ ________
Net (decrease) increase in cash and
cash equivalents (19,651) 12,697
Cash and Cash Equivalents,
beginning of period 64,858 44,112
_________ ________
Cash and Cash Equivalents,
end of period $ 45,207 $ 56,809
Interest payments for the periods were $20,534 and $15,983.
The accompanying notes are an integral part of these financial statements.
<PAGE>
THE JONES FINANCIAL COMPANIES, L.P., LLP
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
SIX MONTHS ENDED JUNE 27, 1997, AND JUNE 28, 1996
(Unaudited)
Subordinated
Limited Limited General
ptnrshp ptnrshp ptnrshp
(Amounts in thousands) capital capital capital Total
Balance, December 31, 1995 $ 98,410 $ 28,943 $103,465 $ 230,818
Issuance of partnership interests - 3,365 - 3,365
Redemption of partnership
interests (1,464) (1,108) - (2,572)
Net income 8,792 5,120 35,211 49,123
Withdrawals and distributions (411) (4,420) (19,512) (24,343)
Reserved for anticipated
withdrawals (8,381) (700) (5,984) (15,065)
________ ________ ________ ________
Balance, June 28, 1996 $96,946 $31,200 $113,180 $241,326
Balance, December 31, 1996 $ 95,807 $ 29,178 $123,172 $ 248,157
Issuance of partnership interests - 8,833 - 8,833
Redemption of partnership
interests (1,962) (564) - (2,526)
Net income 7,621 5,674 38,911 52,208
Withdrawals and distributions (721) (4,910) (22,173) (27,804)
Reserved for anticipated
withdrawals (6,900) (763) (6,003) (13,666)
________ ________ ________ _______
Balance, June 27, 1997 $ 93,845 $ 37,448 $133,909 $ 265,202
The accompanying notes are an integral part of these financial
statements.
<PAGE>
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of The Jones Financial Companies, L.P., LLP and all wholly
owned subsidiaries (The "Partnership"), including the Partnership's
principal subsidiary, Edward D. Jones & Co., L.P., ("EDJ"), a
registered broker/dealer. All material intercompany balances and
transactions have been eliminated. Investments in nonconsolidated
companies which are at least 20% owned are accounted for under the
equity method.
The financial statements have been prepared under the accrual basis
of accounting which requires the use of certain estimates by
management in determining the Partnership's assets, liabilities,
revenues and expenses.
The financial information included herein is unaudited. However,
in the opinion of management, such information includes all
adjustments, consisting solely of normal recurring accruals, which are
necessary for a fair presentation of the results of interim
operations.
The results of operations for the three and six months ended June
27, 1997, are not necessarily indicative of the results to be expected
for the full year.
NET CAPITAL REQUIREMENTS
As a result of its activities as a registered broker/dealer, EDJ is
subject to the Net Capital requirements of the Securities and Exchange
Commission and the New York Stock Exchange. Under the alternative
method permitted by the rules, EDJ is required to maintain minimum Net
Capital of 2% of aggregate debit items arising from customer
transactions. The Net Capital rules also provide that EDJ may not
<PAGE>
expand its business nor may partnership capital be withdrawn if
resulting Net Capital would be less than 5% of aggregate debit items.
At June 27, 1997, EDJ's Net Capital of $260.3 million was 38% of
aggregate debit items and its Net Capital in excess of the minimum
required was $226.1 million.
<PAGE>
THE JONES FINANCIAL COMPANIES, L.P., LLP
MANAGEMENT'S FINANCIAL DISCUSSION
OPERATIONS
QUARTER AND SIX MONTHS ENDED JUNE 27, 1997, VERSUS
QUARTER AND SIX MONTHS ENDED JUNE 28, 1996
During the first six months of 1997, strong securities markets and
growth of the salesforce increased revenues and net income to record
levels. Revenue increased 13% ($62.2 million) to $540.8 million
compared to the six months ended June 28, 1996 and expenses increased
14% ($59.1 million) to $488.6 million. As a result, net income
increased 6% ($3.1 million) to $52.2 million. Similarly, second
quarter revenues increased 11% ($27.6 million) with expenses
increasing 11% ($25.0 million), and net income 10% ($2.6 million).
The Partnership segments its revenues between securities
transaction revenue and non-securities transaction revenue.
Securities transaction revenue has increased 7% ($27.1 million) to
$397.2 million for the first six months of 1997. Four variables
affected this increase: growth of investment representatives, growth
in customer dollars invested, changes in the product mix and a
decrease in business days. The Partnership has added approximately
400 investment representatives since June, 1996 (12%). These
additional investment representatives (coupled with the continued
maturing of the existing salesforce), and strong markets, resulted in
customer dollars invested increasing 16%, from $13.6 billion to $15.8
billion through June, 1997. Offsetting the impact of increased
customer dollars was a 7% decline in the gross commission percentage
earned on each dollar handled, as the product mix shifted from mutual
funds and insurance products to lower margin equities. Finally, there
were two fewer business days in 1997 relative to 1996 (124 vs. 126).
Non-securities transaction revenue sources, including service fees
<PAGE>
from mutual fund and insurance companies, interest income, revenue
sharing arrangements with mutual fund and insurance companies, and
custodial fees from IRA accounts, increased 28% ($27.6 million) and
33% ($35.6 million) for three and six months ended June 27, 1997.
Service fees increased 37% ($8.5 million) and 37% ($16.1 million), for
the three and six months ended June 27, 1997. Revenues from revenue
sharing arrangements increased 22% ($3.9 million) and 33% ($10.6
million) for the three and six months ended June 27, 1997. These two
revenue sources are impacted by customer assets under control, which
have been positively affected by the growth in customer dollars
invested discussed previously and the strong securities market.
Assets under control have increased 29% ($29 billion) over the past
year to $129 billion as of June 27, 1997.
Interest income has increased 32% ($5.4 million) and 28% ($9.0
million) for the three and six months ended June 27, 1997. The
primary factor causing this is interest from customers' margin loans,
which increased 37% ($4.3 million) and 31% ($6.7 million) for the
quarter and six months ended June 27, 1997, compared to the same
periods in the prior year. Loans to customers have increased 31%
($158 million) since June 28, 1996. Interest income from investments
and securities held in inventory increased as well, which accounted
for the remaining increase in interest income for the three and six
months ended June 27, 1997.
The growth in non-securities revenue sources has helped absorb the
increased expenses associated with the implementation of new
technology and growing the salesforce. These Other Revenues, after
payout of commissions on Service Fees to Investment Representatives
and Interest Expense, currently cover 43% of the Partnership's
operating expenses, a significant increase over the prior year's
coverage ratio of 37%.
<PAGE>
The Partnership's continued growth of the salesforce and
implementation of client server technology has increased its operating
expenses. Operating expenses increased 11% ($25.0 million) and 14%
($59.1 million) comparing the second quarter and first six months of
1997 with 1996. Growth of the salesforce and increased revenues
increased sales compensation costs. Compensation of support staff in
individual branch offices and headquarters also increased 15% ($5.1
million) and 17% ($11.4 million) for the quarter and six months ending
June 27, 1997 due to higher staffing levels to support the firm's
growth strategy and implementation of new client server technology.
Occupancy and equipment costs have increased 29% ($7.4 million) and
30% ($14.6 million), respectively, for the quarter and six months
ended June 27, 1997. Depreciation and lease expenses increased as a
result of the conversion to client server technology. Rent expense
increased primarily due to increased numbers of branch office
locations.
Communication and data processing expenses increased 10% ($3.4
million) primarily as a result of growth and conversion to the new
technology. The cost associated with service bureaus who perform
administrative and processing support increased due to an increased
number of customers and transactions. Satellite related expenditures
increased as the firm underwent a conversion of its satellite system
to support a larger salesforce.
Interest expense increased 33% ($2.7 million) and 32% ($5.1
million) for the quarter and six months ending June 27, 1997. These
increases are primarily the result of the $94.5 million subordinated
debt offering issued in September, 1996.
Of the Partnership's remaining expenses, the most significant
changes related to support of the Partnership's strategy of
implementing new technology and expanding its salesforce.
<PAGE>
LIQUIDITY AND CAPITAL ADEQUACY
The Partnership's equity capital at June 27, 1997, after reserves
for anticipated withdrawals was $265.2 million compared to $241.3
million as of June 28, 1996. Equity capital increased primarily due
to retention of earnings and contributions of subordinated limited
partnership capital, net of redemptions of subordinated limited
partnership and limited partnership capital.
At June 27, 1997, the Partnership had $45.2 million in cash and
cash equivalents. Lines of credit are in place at ten banks
aggregating $575 million ($500 million of which are through
uncommitted lines of credit). Actual borrowing availability is
primarily based on securities owned and customers' margin securities
which serve as collateral for the loans.
A substantial portion of the Partnership's assets are primarily
liquid, consisting mainly of cash and assets readily convertible into
cash. These assets are financed primarily by customer credit
balances, equity capital, bank lines of credit and other payables.
The Partnership believes that the liquidity provided by existing cash
balances and borrowing arrangements will be sufficient to meet the
Partnership capital and liquidity requirements.
CASH FLOWS
For the Quarter ended June 27, 1997, cash and cash equivalents
decreased $19.7 million. Cash flows from operating activities
provided $54.9 million, primarily attributable to net income adjusted
for depreciation and amortization, decreases in securities held for
repurchase, decreases in securities owned, and increases in accounts
payable and accrued expenses, offset by increases in net receivables
from customers and brokers, dealers and clearing organizations.
Investing activities used $28.1 million for the purchase of fixed
assets. Cash flows from financing activities used $46.5 million
<PAGE>
primarily for withdrawals and distributions from partnership capital,
net of issuance of partnership interests.
There were no material changes in the partnership's overall
financial condition during the six months ended June 27, 1997,
compared with the six months ended June 28, 1996. The Partnership's
balance sheet is comprised primarily of cash and assets readily
convertible into cash. Securities inventories are carried at market
values and are readily marketable. Customer margin accounts are
collateralized by marketable securities. Other customer receivables
and receivables and payables with other broker/dealers normally settle
on a current basis. Liabilities, including certain amounts payable to
customers, checks, accounts payable and accrued expenses are sources
of funds to the Partnership. These liabilities, to the extent not
utilized to finance assets, are available to meet liquidity needs and
provide funds for short term investments, which favorably impacts
profitability.
The Partnership's growth in recent years has been financed through
sales of limited partnership interests to its employees, retention of
earnings, and private placements of long-term and subordinated debt.
The Partnership's principal subsidiary, Edward D. Jones & Co.,
L.P., ("EDJ") as a securities broker/dealer, is subject to the
Securities and Exchange Commission regulations requiring EDJ to
maintain certain liquidity and capital standards. EDJ has been in
compliance with these regulations.
The Partnership's subsidiary, Boone National Savings and Loan
Association, F.A. (Boone), a Federally-chartered stock savings and
loan association, is required under federal regulations to maintain
specified levels of liquidity and capital standards. Boone has been
in compliance with these regulations.
<PAGE>
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
Item 1: Legal Proceedings
There have been no material changes in the legal proceedings
previously reported.
Item 5: Other Information
None
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Reference is made to the Exhibit Index contained hereinafter.
(b) Reports on Form 8-K
No reports were filed on Form 8-K for the six months ended June 27,
1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
(Registrant)
Dated: July 29, 1997 /s/John W. Bachmann
_____________________
John W. Bachmann
Managing Partner
Dated: July 29, 1997 /s/Steven Novik
_____________________
Steven Novik
Chief Financial Officer
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
(Registrant)
Dated: July 29, 1997
_____________________
John W. Bachmann
Managing Partner
Dated: July 29, 1997
_____________________
Steven Novik
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP
For the quarter ended June 27, 1997
Exhibit No. Description Page
10.1 Memorandum of Association of Edward Jones
Limited, dated July 10, 1997
10.2 Articles of Association of Edward Jones
Limited, dated July 10, 1997<PAGE>
27.0 Financial Data Schedule (provided for the
Securities and Exchange Commission only)<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements for The Jones Financial Companies for the 3 months ended
June 27, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000815917
<NAME> THE JONES FINANCIAL COMPANIES, L.P., LLP
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-27-1997
<EXCHANGE-RATE> 1
<CASH> 45,207
<RECEIVABLES> 776,208
<SECURITIES-RESALE> 21,450
<SECURITIES-BORROWED> 15,298
<INSTRUMENTS-OWNED> 234,545
<PP&E> 183,491
<TOTAL-ASSETS> 1,347,652
<SHORT-TERM> 5,450
<PAYABLES> 605,144
<REPOS-SOLD> 0
<SECURITIES-LOANED> 6,744
<INSTRUMENTS-SOLD> 22,854
<LONG-TERM> 277,950
0
0
<COMMON> 0
<OTHER-SE> 265,202
<TOTAL-LIABILITY-AND-EQUITY> 1,347,652
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 41,230
<COMMISSIONS> 450,607
<INVESTMENT-BANKING-REVENUES> 6,301
<FEE-REVENUE> 42,677
<INTEREST-EXPENSE> 21,174
<COMPENSATION> 308,368
<INCOME-PRETAX> 52,208
<INCOME-PRE-EXTRAORDINARY> 52,208
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,208
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
THE COMPANIES ACTS 1985 AND 1989
________________________________________
PRIVATE COMPANY LIMITED BY SHARES
________________________________________
MEMORANDUM OF ASSOCIATION
of
EDWARD JONES LIMITED
1. The Company's name is "EDWARD JONES LIMITED".
2.The Company's registered office is to be situated in
England and Wales.
3. The Company's objects are:
(A)To carry on either alone or in partnership with others
the business of a broker, investment adviser, financial
adviser and as ancillary to the foregoing objects to do
all or any of the following things and matters namely:
(i) To subscribe for,
underwrite, buy, hold, sell and deal in or
otherwise acquire or dispose of stocks,
shares, debentures, debenture stock,
obligations or other securities or
investments of any kind whatsoever and
wheresoever created and issued;
(ii) To carry on in all parts of
the world the business of brokers,
investment advisers, financial advisers,
bankers, money dealers, corporate
advisers, financiers, market makers and
commercial agents of every description and
to transact and do all matters and things
incidental thereto which may at any time
hereafter, at any place where the Company
carries on business, are usual in
connection with the business of brokers,
investment advisers, financial advisers,
bankers, money dealers, corporate
advisers, financiers, market makers or
commercial agents;
(iii) To purchase or
otherwise acquire for any estate or
interest any property assets or rights of
any kind which may appear to be necessary
or convenient for the business of the
Company and to develop and turn to account
and deal with the same in such manner as
may be thought expedient.
(B)To buy, sell, manufacture, repair, alter, improve,
manipulate, prepare for market, let on hire, and
generally deal in all kinds of plant, machinery,
apparatus, tools, utensils, materials, produce,
substances, articles and things for the purpose of any of
the businesses specified in clause 3, or which may be
required by persons having, or about to have, dealings
with the Company.
(C)To build, construct, maintain, alter, enlarge, pull
down, remove and replace any buildings, shops, factories,
offices, works, machinery and engines, and to work,
manage and control these things.
(D)To enter into contracts, agreements and arrangements
with any person for the carrying out by that person on
behalf of the Company of any object for which the Company
is formed.
(E)To acquire, undertake and carry on the whole or any
part of the business, property and liabilities of any
person carrying on any business which may in the opinion
of the directors be capable of being conveniently carried
on, or calculated directly or indirectly to enhance the
value of or make profitable any of the Company's property
or rights, or any property suitable for the purposes of
the Company.
(F)To enter into any arrangement with a government or
authority, whether national, international, supreme,
municipal, local or otherwise, that may in the opinion of
the directors be conducive to any object of the Company,
and to obtain from that government or authority any
right, privilege or concession which in the opinion of
the directors is desirable, and to carry out, exercise
and comply with that arrangement, right, privilege or
concession.
(G)To apply for, purchase and by other means acquire,
protect, prolong and renew any patent, patent right,
brevet d'invention, licence, secret process, invention,
trade mark, service mark, copyright, registered design,
protection, concession and right of the same or similar
effect or nature, and to use, turn to account,
manufacture under and grant licences and privileges in
respect of those things, and to spend money in
experimenting with, testing, researching, improving and
seeking to improve any of those things.
(H)To acquire an interest in, amalgamate with and enter
into partnership or any arrangement for the sharing of
profits, union of interests, co-operation, joint venture,
reciprocal concession or otherwise with any person, or with
any employees of the Company. To lend money to,
guarantee the contracts of, and otherwise assist that
person or those employees, and to take and otherwise
acquire an interest in that person's shares or other
securities and to sell, hold, re-issue, with or without
guarantee, and otherwise deal with those shares or other
securities.
(I)To lend money to, subsidise and assist any person, to
act as agents for the collection, receipt and payment of
money and generally to act as agents and brokers for and
perform services for any person, and to undertake and
perform sub-contracts.
(J)To enter into any guarantee or contract of indemnity
or suretyship, and to provide security, including,
without limitation, the guarantee and provision of
security for the performance of the obligations of and
the payment of any money (including, without limitation,
capital, principal, premiums, dividends, interest,
commissions, charges, discount and any related costs or
expenses whether on shares or other securities) by any
person including, withoutlimitation, any body corporate
which is for the time being the Company's holding
company, the Company's subsidiary, a subsidiary of the
Company's holding company or any person which is for the
time being a member or otherwise has an interest in the
Company or is associated with the Company in any business
or venture, with or without the Company receiving any
consideration or advantage (whether direct or indirect),
and whether by personal covenant or mortgage, charge or
lien over all or part of the Company's undertaking,
property, assets or uncalled capital (present and future)
or by other means. For the purposes of paragraph (K)
"guarantee" includes any obligation, however described,
to pay, satisfy, provide funds for the payment or
satisfaction of (including, without limitation, by
advance of money, purchase of or subscription for shares
or other securities and purchase of assets or services),
indemnify against the consequences of default in the
payment of, or otherwise be responsible for, any
indebtedness of any other person.
(K)To promote, finance and assist any person for the
purpose of acquiring all or any of the property, rights
and undertaking or assuming the liabilities of the
Company, and for any other purpose which may in the
opinion of the directors directly or indirectly benefit
the Company, and in that connection to place, guarantee
the placing of, underwrite, subscribe for, and otherwise
acquire all or any part of the shares or other securities
of a body corporate.
(L)To pay out of the funds of the Company all or any
expenses which the Company may lawfully pay of or
incidental to the formation, registration, promotion and
advertising of and raising money for the Company and the
issue of its shares or other securities, including,
without limitation, those incurred in connection with the
advertising and offering of its shares or other
securities for sale or subscription, brokerage and
commissions for obtaining applications for and taking,
placing, underwriting or procuring the underwriting of
its shares or other securities.
(M)To remunerate any person for services rendered or to
be rendered to the Company, including, without
limitation, by cash payment or by the allotment of shares
or other securities of the Company, credited as paid up
in full or in part.
(N)To purchase, take on lease, exchange, hire and
otherwise acquire any real or personal property and any
right or privilege over or in respect of it.
(O)To receive money on deposit on any terms the directors
think fit.
(P)To invest and deal with the Company's money and funds
in any way the directors think fit.
(Q)To lend money and give credit with or without
security.
(R)To borrow, raise and secure the payment of money in
any way the directors think fit, including, without
limitation, by the issue of debentures and other
securities, perpetual or otherwise, charged on all or any
of the Company's property (present and future) or its
uncalled capital, and to purchase, redeem and pay off
those securities.
(S)To remunerate any person for services rendered or to
be rendered in placing, assisting and guaranteeing the
placing and procuring the underwriting of any share or
other security of the Company or of any person in which
the Company may be interested or proposes to
beinterested, or in connection with the conduct of the
business of the Company, including, without limitation,
by cash payment or by the allotment of shares or other
securities of the Company, credited as paid up in full or
in part.
(T)To acquire, hold, dispose of, subscribe for, issue,
underwrite, place, manage assets belonging to others
which include, advise on, enter into contracts or
transactions in relation to or involving and in any other
way deal with or arrange dealings with or perform any
service or function in relation to (as applicable):
shares, stocks, debentures, loans, bonds, certificates of
deposit and other instruments creating or acknowledging
indebtedness, government, public or other securities,
warrants, certificates representing securities or other
obligations, units in collective investment schemes,
options, futures, spot or forward contracts, contracts
for differences or other investments or obligations,
currencies, interest rates, precious metals or other
commodities, any index (whether related in any way to any
of the foregoing or otherwise), any right to, any right
conferred by or any interest or any obligation in
relation to any of the foregoing and any financial
instrument or product deriving from or in any other way
relating to any of the foregoing or of any nature
whatsoever, and any transaction which may seem to be
convenient for hedging the risks associated with any of
the foregoing.
(U)To co-ordinate, finance and manage the business and
operation of any person in which the Company has an
interest.
(V)To draw, make, accept, endorse, discount, execute and
issue promissory notes, bills of exchange, bills of
lading, warrants, debentures and other negotiable or
transferable instruments.
(W)To sell, lease, exchange, let on hire and dispose of
any real or personal property and the whole or part of
the undertaking of the Company, for such consideration as
the directors think fit, including, without limitation,
for shares, debentures or other securities, whether fully
or partly paid up, of any person, whether or not having
objects (altogether or in part) similar to those of the
Company. To hold any shares, debentures and other
securities so acquired, and to improve, manage, develop,
sell, exchange, lease, mortgage, dispose of, grant
options over, turn to account and otherwise deal with all
or any part of the property and rights of the Company.
(X)To adopt any means of publicising and making known the
businesses, services and products of the Company as the
directors think fit, including, without limitation,
advertisement, publication and distribution of notices,
circulars, books and periodicals, purchase and exhibition
of works of art and interest and granting and making of
prizes, rewards and donations.
(Y)To support, subscribe to and contribute to any
charitable or public object and any institution, society
and club which may be for the benefit of the Company or
persons who are or were directors, officers or employees
of the Company, its predecessor in business, any
subsidiary of the Company or any person allied to or
associated with the Company, or which may be connected
with any town or place where the Company carries on
business. To subsidise and assist any association of
employers or employees and any trade association. To
grant pensions, gratuities, annuities and charitable aid
and to provide advantages, facilities andservices to any
person (including any director or former director) who
may have been employed by or provided services to the
Company, its predecessor in business, any subsidiary of
the Company or any person allied to or associated with
the Company and to the spouses, children, dependants and
relatives of those persons and to make advance provision
for the payment of those pensions, gratuities and
annuities by establishing or acceding to any trust,
scheme or arrangement (whether or not capable of approval
by the Commissioners of Inland Revenue under any relevant
legislation) the directors think fit, to appoint trustees
and to act as trustee of any trust, scheme or
arrangement, and to make payments towards insurance for
the benefit of those persons and their spouses, children,
dependants and relatives.
(AA) To establish and contribute to any scheme for the
purchase or subscription by trustees of shares or other
securities of the Company to be held for the benefit of
the employees of the Company, any subsidiary of the
Company or any person allied to or associated with the
Company, to lend money to those employees or to trustees
on their behalf to enable them to purchase or subscribe
for shares or other securities of the Company and to
formulate and carry into effect any scheme for sharing
the profits of the Company with employees.
(BB) To apply for, promote and obtain any Act of Parliament
and any order or licence of any government department or
authority (including, without limitation, the Department
of Trade and Industry) to enable the Company to carry any
of its objects into effect, to effect any modification of
the Company's constitution and for any other purpose
which the directors think fit, and to oppose any
proceeding or application which may in the opinion of the
directors directly or indirectly prejudice the Company's
interests.
(CC) To establish, grant and take up agencies, and to do all
other things the directors may deem conducive to the
carrying on of the Company's business as principal or
agent, and to remunerate any person in connection with
the establishment or granting of an agency on the terms
and conditions the directors think fit.
(DD) To distribute among the shareholders in specie any of the
Company's property and any proceeds of sale or disposal
of any of the Company's property and for that purpose to
distinguish and separate capital from profits, but no
distribution amounting to a reduction of capital may be
made without any sanction required by law.
(EE) To purchase and maintain insurance for the benefit of any
person who is or was an officer or employee of the
Company, a subsidiary of the Company or a company in
which the Company has or had an interest (whether direct
or indirect) or who is or was trustee of any retirement
benefits scheme or any other trust in which any officer
or employee or former officer or employee is or has been
interested, indemnifying that person against liability
for negligence, default, breach of duty or breach of
trust or any other liability which may lawfully be
insured against.
(FF) To amalgamate with any other person and to procure the
Company to be registered or recognised in any part of the
world.
(GG) Subject to the Act, to give (whether directly or
indirectly) any kind of financial assistance (as defined
in section 152(1)(a) of the Act) for any purpose
specified in section 151(1) or section 151(2) of the Act.
(HH) To do all or any of the things provided in any paragraph
of clause 3:
(i) in any part of the world;
(ii) as principal, agent, contractor, trustee or
otherwise;
(iii) by or through trustees, agents, subcontractors
or otherwise; and
(iv) alone or with another person or persons.
(II) To do all things that are in the opinion of the directors
incidental or conducive to the attainment of all or any
of the Company's objects, or the exercise of all or any
of its powers.
(JJ) The objects specified in each paragraph of clause 3
shall, except where otherwise provided in that paragraph,
be regarded as independent objects, and are not limited
or restricted by reference to or inference from the terms
of any other paragraph or the name of the Company. None
of the paragraphs of clause 3 or the objects or powers
specified or conferred in or by them is deemed subsidiary
or ancillary to the objects or powers mentioned in any
other paragraph. The Company has as full a power to
exercise all or any of the objects and powers provided in
each paragraph as if each paragraph contained the objects
of a separate company.
(KK) In clause 3, a reference to:
(i) a "person" includes a reference to a body corporate,
association or partnership whether domiciled in the
United Kingdom or elsewhere and whether incorporated
or unincorporated;
(ii) the "Act" is, unless the context otherwise requires,
a reference to the Companies Act 1985, as modified
or re-enacted or both from time to time; and
(iii) a "subsidiary" or "holding company" is to be
construed in accordance with section 736 of the Act.
4. The liability of the members is limited.
5. The Company's share capital is #100 divided into 100
shares of # 1 each.
WE, the subscribers to this memorandum of association, wish to
be formed into a company pursuant to this memorandum; and we
agree to take the number of shares in the capital of the
company shown opposite our respective names.
______________________________________________________________
NAMES AND ADDRESSES OF SUBSCRIBERS Number of shares
taken by each
subscriber
______________________________________________________________
__________________________________________ 1
Name:
For and on behalf of:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St Louis
MO 6313-3729
______________________________________________________________
DATED this day of
WITNESS to the above signature:
__________________________________________
Name:
Address:
H:\AEXS\AEXS02$7.24
______________________________________________________________
DATED the day of
WITNESS to the above signatures:
THE COMPANIES ACTS 1985 AND 1989
_______________________________________
PRIVATE COMPANY LIMITED BY SHARES
_______________________________________
ARTICLES OF ASSOCIATION
of
EDWARD JONES LIMITED
CLIFFORD CHANCE
200 Aldersgate Street
London EC1A 4JJ
Telephone: 0171 600 1000
Fax: 0171 600 5555
Reference: TJH/E3769/15/AMXM
PRELIMINARY
1.(A) The regulations contained in Table A in the Schedule to
the Companies (Table A to F) Regulations 1985 (as
amended) ("Table A) apply to the Company except to the
extent that they are excluded or modified by these
articles.
(B) The regulations of Table A numbered 24, 38, 60, 61, 64,
73, 74, 75, 76, 77, 78, 80, 81, 90, 94, 95, 96, 97, 98,
115 and 118 do not apply. The regulations of Table A
numbered 37, 46, 53, 57, 59, 62, 65, 66, 67, 68, 72, 79,
84, 88, 110, 112 and 116 are modified. The regulations
of Table A numbered 88, 89, 91 and 93 are excluded if and
for so long as there is a sole director of the Company.
The regulations of Table A numbered 40 and 54 are
modified if and for so long as the Company has only one
member. Subject to these exclusions and modifications,
and in addition to the remaining regulations of Table A,
the following are the articles of association of the
Company.
(C) Where an ordinary resolution of the Company is expressed
to be required for any purpose, a special or
extraordinary resolution is also effective for that
purpose, and where an extraordinary resolution is
expressed to be required for any purpose, a special
resolution is also effective for that purpose.
PRIVATE COMPANY
2.The Company is a private company limited by shares and
accordingly any invitation to the public to subscribe for any
shares or debentures of the Company is prohibited.
SHARE CAPITAL
3.The authorised share capital of the Company at the date of
incorporation of the Company is #100 divided into 100 ordinary
shares of #1 each.
4.(A) Subject to the provisions of the Act, the directors have
general and unconditional authority to allot (with or
without conferring rights of renunciation), grant options
over, offer or otherwise deal with or dispose of any
unissued shares of the Company (whether forming part of
the original or any increased share capital) to such
persons, at such times and on such terms and conditions
as the directors may decide but no share may be issued at
a discount.
(B) The directors have general and unconditional authority,
pursuant to section 80 of the Act, to exercise all powers
of the Company to allot relevant securities for a period
expiring on the fifth anniversary of the date of
incorporation of the Company unless previously renewed,
varied or revoked by the Company in general meeting.
(C) The maximum amount of relevant securities which may be
allotted pursuant to the authority conferred by paragraph
(B) is the amount of the authorised but as yet unissued
share capital of the Company at the date of incorporation
of the Company.
(D) By the authority conferred by paragraph (B), the directors
may before the authority expires make an offer or
agreement which would or might require relevant
securities of the Company to be allotted after it expires
and may allot relevant securities in pursuance of that
offer or agreement.
5.The pre-emption provisions of section 89(1) of the Act and
the provisions of sub-sections (1) to (6) inclusive of section
90 of the Act do not apply to any allotment of the Company's
equity securities.
TRANSFERS
6.The directors may, in their absolute discretion and without
giving any reason, refuse to register the transfer of a share
to any person, whether or not it is a fully-paid share or a
share on which the Company has a lien.
GENERAL MEETINGS
7.Regulation 37 of Table A is modified by the deletion of the
words "eight weeks" and the substitution for them of the words
"28 days".
NOTICE OF GENERAL MEETINGS
8.An annual general meeting and an extraordinary general
meeting called for the passing of a special resolution or an
elective resolution must be called by at least 21 clear days'
notice. All other extraordinary general meetings must be
called by at least 14 clear days' notice but a general meeting
may be called by shorter notice if it is so agreed:
(a) in the case of an annual general meeting or a meeting
called for the passing of an elective resolution, by all
the members entitled to attend and vote at that meeting;
and
(b) in the case of any other meeting, by a majority in number
of the members having a right to attend and vote, being
(i) a majority together holding not less than such
percentage in nominal value of the shares giving that
right as has been determined by elective resolution of
the members in accordance with the Act, or (ii) if no
such elective resolution is in force, a majority together
holding not less than 95 per cent. in nominal value of
the shares giving that right.
The notice must specify the time and place of the meeting and
the general nature of the business to be transacted and, in
the case of an annual general meeting, must specify that the
meeting is an annual general meeting.
Subject to the provisions of the articles and to any
restrictions imposed on any shares, the notice must be given
to all the members, to all persons entitled to a share in
consequence of the death or bankruptcy of a member and to the
directors and auditors.
PROCEEDINGS AT GENERAL MEETINGS
9.A poll may be demanded by the chairman or by any member
present in person or by proxy and entitled to vote and
regulation 46 of Table A is modified accordingly.
10.Regulation 53 of Table A is modified by the addition at the
end of the following sentence: "If a resolution in writing is
described as a special resolution or as an extraordinary
resolution, it has effect accordingly.".
VOTES OF MEMBERS
11.Regulation 57 of Table A is modified by the inclusion after
the word "shall" of the phrase ", unless the directors
otherwise determine,".
12.Regulation 59 of Table A is modified by the addition at the
end of the following sentence: "Deposit of an instrument of
proxy does not preclude a member from attending and voting at
the meeting or at any adjournment of it.".
13.An instrument appointing a proxy must be in writing in any
usual form or in any other form which the directors may
approve and must be executed by or on behalf of the appointor.
14.Regulation 62 of Table A is modified by the deletion in
paragraph (a) of the words "deposited at" and by the
substitution for them of the words "left at or sent by post or
by facsimile transmission to", by the substitution in
paragraph (a) of the words "at any time" in place of "not less
than 48 hours" and by the substitution in paragraph (b) of the
words "at any time" in place of "not less than 24 hours".
NUMBER OF DIRECTORS
15.Unless otherwise determined by ordinary resolution, the
number of directors (other than alternate directors) is not
subject to any maximum and the minimum number is one.
ALTERNATE DIRECTORS
16.A director may appoint any person willing to act, whether
or not he is a director of the Company, to be an alternate
director. That person need not be approved by resolution of
the directors, and regulation 65 is modified accordingly.
17.An alternate director who is absent from the United Kingdom
is entitled to receive notice of all meetings of directors and
meetings of committees of directors and regulation 66 of Table
A is modified accordingly.
18.Regulation 68 of Table A is modified by the addition at the
end of the following sentence: "Any such notice may be left at
or sent by post or facsimile transmission to the office or
another place designated for the purpose by the directors.".
DELEGATION OF DIRECTORS' POWERS
19.Regulation 72 is modified by the addition at the end of the
regulation of the following sentence: "Where a provision of
the articles refers to the exercise of a power, authority or
discretion by the directors and that power, authority or
discretion has been delegated by the directors to a committee,
the provision must be construed as permitting the exercise of
the power, authority or discretion by the committee.".
APPOINTMENT AND REMOVAL OF DIRECTORS
20.The directors are not subject to retirement by rotation.
Regulations 73, 74 and 75 of Table A do not apply, and
reference in regulations 67 and 84 to retirement by rotation
must be disregarded.
21.The Company may by ordinary resolution appoint a person who
is willing to act to be a director either to fill a vacancy or
as an additional director.
22.A person appointed by the directors to fill a vacancy or as
an additional director is not required to retire from office
at the annual general meeting next following his appointment
and the last two sentences of regulation 79 of Table A are
deleted.
23.The holder or holders of more than half in nominal value of
the shares giving the right to attend and vote at general
meetings of the Company may remove a director from office and
appoint a person to be a director, but only if the appointment
does not cause the number of directors to exceed a number
fixed by or in accordance with the articles as the maximum
number of directors. The removal or appointment is effected
by notice to the Company signed by or on behalf of the holder
or holders. The notice may consist of several documents in
similar form each signed by or on behalf of one or more
holders and shall be left at or sent by post or facsimile
transmission to the office or such other place designated by
the directors for the purpose. The removal or appointment
takes effect immediately on deposit of the notice in
accordance with the articles or on such later date (if any)
specified in the notice.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
24.The office of a director is vacated if:
(a) he ceases to be a director by virtue of any provision of
the Act or he becomes prohibited by law from being a
director; or
(b) he becomes bankrupt or makes any arrangement or
composition with his creditors generally; or
(c) he becomes, in the opinion of all his co-directors,
incapable by reason of mental disorder of discharging his
duties as director; or
(d) he resigns his office by notice to the Company; or
(e) he is for more than six consecutive months absent without
permission of the directors from meetings of directors
held during that period and his alternate director (if
any) has not during that period attended any such
meetings instead of him, and the directors resolve that
his office be vacated; or
(f) he is removed from office by notice addressed to him at
his last-known address and signed by all his co-
directors; or
(g) he is removed from office by notice given by a member or
members under article 24.
REMUNERATION OF DIRECTORS
25.A director who, at the request of the directors, goes or
resides abroad, makes a special journey or performs a special
service on behalf of the Company may be paid such reasonable
additional remuneration (whether by way of salary, percentage
of profits or otherwise) and expenses as the directors may
decide.
PROCEEDINGS OF DIRECTORS
26.Regulation 88 of Table A is modified by the exclusion of
the third sentence and the substitution for it of the
following sentences: "Every director must receive notice of a
meeting, whether or not he is absent from the United Kingdom.
A director may waive the requirement that notice be given to
him of a board meeting, either prospectively or
retrospectively.".
27.A director or his alternate may validly participate in a
meeting of the directors or a committee of directors through
the medium of conference telephone or similar form of
communication equipment if all persons participating in the
meeting are able to hear and speak to each other throughout
the meeting. A person participating in this way is deemed to
be present in person at the meeting and is counted in a quorum
and entitled to vote. Subject to the Act, all business
transacted in this way by the directors or a committee of
directors is for the purposes of the articles deemed to be
validly and effectively transacted at a meeting of the
directors or of a committee of directors although fewer than
two directors or alternate directors are physically present at
the same place. The meeting is deemed to take place where the
largest group of those participating is assembled or, if there
is no such group, where the chairman of the meeting then is.
28.If and for so long as there is a sole director of the
Company:
(a) he may exercise all the powers conferred on the directors
by the articles by any means permitted by the articles or
the Act;
(b) for the purpose of regulation 89 of Table A the quorum for
the transaction of business is one; and
(c) all other provisions of the articles apply with any
necessary modification (unless the provision expressly
provides otherwise).
29.Without prejudice to the obligation of any director to
disclose his interest in accordance with section 317 of the
Act, a director may vote at a meeting of directors or of a
committee of directors on any resolution concerning a matter
in respect of which he has, directly or indirectly, an
interest or duty. The director must be counted in the quorum
present at a meeting when any such resolution is under
consideration and if he votes his vote must be counted.
DIVIDENDS
30.The directors may deduct from a dividend or other amounts
payable to a person in respect of a share any amounts due from
him to the Company on account of a call or otherwise in
relation to a share.
CAPITALISATION OF PROFITS
31.The directors may, with the authority of an ordinary
resolution of the Company, resolve that any shares allotted
under regulation 110 of Table A to any member in respect of a
holding by him of any partly-paid shares rank for dividend, so
long as those shares remain partly paid, only to the extent
that those partly-paid shares rank for dividend and regulation
110 of Table A is modified accordingly.
NOTICES
32.Regulation 112 of Table A is modified by the deletion of
the last sentence and the substitution for it of the
following: "A member whose registered address is not within
the United Kingdom is entitled to have notices given to him at
that address.".
33.A notice sent to a member (or another person entitled to
receive notices under the articles) by post to an address
within the United Kingdom is deemed to be given:
(a) 24 hours after posting, if pre-paid as first class, or
(b) 48 hours after posting, if pre-paid as second class.
A notice sent to a member (or other person entitled to receive
notices under the articles) by post to an address outside the
United Kingdom is deemed to be given 72 hours after posting,
if pre-paid as airmail. Proof that an envelope containing the
notice was properly addressed, pre-paid and posted is
conclusive evidence that the notice was given. A notice not
sent by post but left at a member's registered address is
deemed to have been given on the day it was left.
34.Regulation 116 of Table A is modified by the deletion of
the words "within the United Kingdom".
INDEMNITY
35.Subject to the provisions of the Act, but without prejudice
to any indemnity to which he may otherwise be entitled, each
person who is a director, alternate director or secretary of
the Company must be indemnified out of the assets of the
Company against all costs, charges, losses and liabilities
incurred by him in the proper execution of his duties or the
proper exercise of his powers, authorities and discretions
including, without limitation, a liability incurred:
(a) defending proceedings (whether civil or criminal) in
which judgment is given in his favour or in which
he is acquitted, or which are otherwise disposed of
without a finding or admission of material breach
of duty on his part, or
(b) in connection with any application in which relief is
granted to him by the court from liability for
negligence, default, breach of duty or breach of
trust in relation to the affairs of the Company.
36.The directors may exercise all the powers of the Company to
purchase and maintain insurance for the benefit of a person
who is or was:
(a) a director, alternate director, secretary or auditor of
the Company or of a company which is or was a subsidiary
undertaking of the Company or in which the Company has or
had an interest (whether direct or indirect); or
(b) trustee of a retirement benefits scheme or other trust in
which a person referred to in the preceding paragraph is
or has been interested,
indemnifying him against liability for negligence, default,
breach of duty or breach of trust or other liability which may
lawfully be insured against by the Company.
SOLE MEMBER
37.If and for so long as the Company has only one member:
(a) in relation to a general meeting, the sole member or a
proxy for that member or (if the member is a corporation)
a duly authorised representative of that member is a
quorum and regulation 40 of Table A is modified
accordingly;
(b) a proxy for the sole member may vote on a show of hands
and regulation 54 of Table A is modified accordingly;
(c) the sole member may agree that any general meeting, other
than a meeting called for the passing of an elective
resolution, be called by shorter notice than that
provided for by the articles; and
(d) all other provisions of the articles apply with any
necessary modification (unless the provision expressly
provides otherwise).
______________________________________________________________
NAME AND ADDRESS OF SUBSCRIBER
______________________________________________________________
__________________________________________
Name:
For and on behalf of:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St Louis
MO 6313-3729
______________________________________________________________
DATED this day of
WITNESS to the above signature:
__________________________________________
Name:
Address:
