Investment Company or International Finance Company: Stock

and Stockholders. Except as may otherwise be provided in the articles of incorporation of an Investment Company or an International Finance Company, the stockholders or members of any such corporation shall not be personally liable for the payment of the debts of any such corporation except as they may be liable by reason of their own conduct or acts, and, notwithstanding any other provision of this Part, an Investment Company or an International Finance Company, unless its articles of incorporation expressly exclude the application of any of the following provisions:

(a)May issue shares of its authorized but previously unissued stock and may dispose of treasury shares for such consideration (including cash, services rendered, personal or real property or leases thereof, or a combination of any of the foregoing) as is determined from time to time by the Board of Directors, provided that in the case of issuance of shares, such consideration shall have a value not less than the par value or capital value of such shares, as the case may be;

(b)May amend its articles of incorporation by the affirmative vote of the holders of a majority of the stock entitled to vote; the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely; if any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class so as to affect them adversely, but shall not so affect the entire class, then COL070307 CH. 2 FORMATION OF CORPORATIONS only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this Subsection; and, if more than one class of stock or more than one series of any class are issued, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate a statement that the issuer will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights;

(c)May authorize and make distributions to stockholders in cash, inkind or in securities issued by it whenever and to the extent that:

(1)immediately after authorization thereof, its net assets, valued at the higher of either market or book and after giving effect to the proposed distribution, shall be at least equal in value to the aggregate par value and capital value of the outstanding shares of its stock and, in the case of distribution of securities issued by it, such distribution would not reduce its net assets below the aggregate par and capital values of its outstanding stock as adjusted to reflect such distribution;

(2)the total amount or value thereof (excluding distributions of shares of its stock) does not exceed its net profits for the fiscal year in which such distribution is authorized or the preceding fiscal year; or

(3)the effect thereof would be to distribute up to all of the amount of which a specified portion thereof would have to be distributed to satisfy the requirements of Section 852(a)(1) of the Guam Territorial Income Tax Law; provided, however, that no stockholder shall be liable to any person with respect to any distribution received whether or not in violation hereof unless such stockholder shall have had actual knowledge at the time of receipt that such distribution was made in violation hereof;

(d)May adopt, amend or repeal its bylaws by the affirmative vote of a majority of its entire Board of Directors or in such other manner as may be specified in its articles of incorporation; provided, however, that a copy of COL070307 CH. 2 FORMATION OF CORPORATIONS its bylaws, as amended, and certified by an officer of the corporation, shall be kept in the principal office of the corporation;

(e)May issue, register and deliver certificates representing shares of its stock or any other securities either in registered form or, subject to any rules made from time to time by the Administrator under the Uniform Securities Act governing the issuance of bearer securities by an Investment Company or an International Finance Company, in bearer form;

(f)May authorize the use of facsimiles for any or all signatures on certificates representing securities of the corporation; and if any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the issuer with the same effect as if such person were an officer, transfer agent or registrar at the date of issue;

(g)May, in addition to or in lieu of the issuance of certificates representing securities of the corporation, adopt a system of issuance, recordation or transfer of its securities by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for the delivery of such certificates and for any statement thereon necessary to comply with Subsection

(b)of this Section; and

(h)May issue a new certificate representing securities of the corporation in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.