Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
ANKURA TRUST COMPANY, LLC
(Exact name of trustee as specified in its charter)
| New Hampshire | 82-3832470 | |
| (Jurisdiction of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) | |
| 140 Sherman Street, 4th Floor Fairfield, CT |
06824 | |
| (Address of principal executive offices) | (Zip code) | |
Lynn Poss Veblen
General Counsel and Senior Managing Director
Ankura Trust Company, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
(646) 291-8512
(Name, address and telephone number of agent for service)
THE GEO GROUP, INC.
(Exact name of obligor as specified in its charter)
| Florida | 65-0043078 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
| 4955 Technology Way Boca Raton, Florida |
33431 | |
| (Address of principal executive offices) | (Zip code) | |
Senior Debt Securities and Guarantees of Senior Debt Securities
Subordinated Debt Securities and Guarantees of Subordinated Debt Securities
(Title of the indenture securities)
TABLE OF CO-REGISTRANTS
The following direct and indirect subsidiaries of the registrant may guarantee the debt securities and are co-registrants under this registration statement.
| Exact Name of Subsidiary Guarantor |
State or Other Jurisdiction of Incorporation or Formation |
I.R.S. Employer Identification Number |
||||
| ADAPPT, LLC |
Pennsylvania | 23-2653056 | ||||
| Arapahoe County Residential Center, LLC |
Colorado | 84-1145631 | ||||
| B.I. Incorporated |
Colorado | 84-0769926 | ||||
| Behavioral Acquisition Corp. |
Delaware | 22-3746193 | ||||
| Behavioral Holding Corp. |
Delaware | 20-4244005 | ||||
| BI Mobile Breath, LLC |
Delaware | 27-1931247 | ||||
| BII Holding Corporation |
Delaware | 26-3064495 | ||||
| BII Holding I Corporation |
Delaware | 26-3334669 | ||||
| Broad Real Estate Holdings LLC |
Delaware | * | ||||
| CCC Wyoming Properties, LLC |
Wyoming | 06-1531669 | ||||
| CCMAS LLC |
Delaware | 32-0393183 | ||||
| CEC Intermediate Holdings LLC |
Delaware | * | ||||
| CEC Parent Holdings LLC |
Delaware | 47-3464615 | ||||
| CEC Staffing Solutions LLC |
New Jersey | 47-4539867 | ||||
| CiviGenics Management Services, LLC |
Massachusetts | 04-3353973 | ||||
| CiviGenics, Inc. |
Massachusetts | 04-3266429 | ||||
| CiviGenics-Texas, Inc. |
Texas | 74-2870249 | ||||
| Clearstream Development LLC |
Delaware | 82-1455265 | ||||
| Community Alternatives |
Wyoming | 06-1536351 | ||||
| Community Corrections, LLC |
Colorado | 84-0984354 | ||||
| Community Education Centers, Inc. |
Delaware | 22-3457238 | ||||
| Cornell Companies, Inc. |
Delaware | 76-0433642 | ||||
| Cornell Corrections Management, LLC |
Delaware | 74-2650655 | ||||
| Cornell Corrections of Rhode Island, Inc. |
Delaware | 74-2650654 | ||||
| Cornell Corrections of Texas, Inc. |
Delaware | 74-2650651 | ||||
| Correctional Properties Prison Finance, LLC |
Delaware | * | ||||
| Correctional Properties, LLC |
Delaware | 47-2920630 | ||||
| Correctional Services Corporation, LLC |
Delaware | 11-3182580 | ||||
| Correctional Systems, LLC |
Delaware | 33-0607766 | ||||
| CPT Limited Partner, LLC |
Delaware | * | ||||
| CPT Operating Partnership L.P. |
Delaware | * | ||||
| Fenton Security, LLC |
Pennsylvania | 23-2216896 | ||||
| GEO Acquisition II, Inc. |
Delaware | 01-0882442 | ||||
| GEO Care, Inc. |
Florida | 39-3124378 | ||||
| GEO Care Services, LLC |
Delaware | 47-3529923 | ||||
| GEO CC3 Inc. |
Delaware | 47-3573145 | ||||
| GEO Corrections Holdings, Inc. |
Florida | 46-1972528 | ||||
| GEO CPM, Inc. |
Delaware | 47-3543394 | ||||
| GEO Holdings I, Inc. |
Delaware | 56-2635779 | ||||
| GEO International Services, Inc. |
Delaware | 47-3510903 | ||||
| GEO Leasing, LLC |
Florida | 46-1288456 | ||||
| GEO Management Services, Inc. |
Delaware | 47-3556698 | ||||
| GEO MCF LP, LLC |
Delaware | * | ||||
| GEO RE Holdings LLC |
Delaware | 65-0853089 | ||||
| GEO Reentry of Alaska, Inc. |
Alaska | 76-0578707 | ||||
| GEO Reentry Services, LLC |
Florida | 46-1260559 | ||||
| GEO Reentry, Inc. |
Delaware | 47-3703578 | ||||
| GEO Secure Services, LLC |
Florida | 46-1258100 | ||||
| GEO Transport, Inc. |
Florida | 56-2677868 | ||||
| GEO/DEL/R/02, Inc. |
Delaware | * | ||||
| GEO/DEL/T/02, Inc. |
Delaware | 47-3516062 | ||||
| Highpoint Investments LLC |
Delaware | * | ||||
| MCF GP, LLC |
Delaware | * | ||||
| Minsec Companies, LLC |
Pennsylvania | 20-4798404 | ||||
| Minsec Treatment, LLC |
Pennsylvania | 20-8432898 | ||||
| Municipal Corrections Finance, L.P. |
Delaware | * | ||||
| Protocol Criminal Justice, Inc. |
Florida | 90-1031969 | ||||
| Public Properties Development and Leasing LLC |
Delaware | * | ||||
| SECON, Inc. |
Massachusetts | 04-3308048 | ||||
| WBP Leasing, LLC |
Delaware | 76-0546892 |
| * | Not applicable as these entities are disregarded for federal income tax purposes |
The address and telephone number of the principal executive offices for all of the subsidiaries are the same as for The GEO Group, Inc. and the agent for service at such address is the same as for The GEO Group, Inc.
| ITEM 1. | General information. Furnish the following information as to the Trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name |
Address | |
| New Hampshire Banking Department |
53 Regional Drive, Suite 200, Concord, N.H. 03301 |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| ITEM 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| ITEMS 3. – 15. | No responses are included for Items 3-15. Responses to those items are not required because, as provided in General Instruction B, to the best knowledge of Ankura Trust Company, LLC, the obligor is not in default on any securities issued under indentures under which Ankura Trust Company, LLC is a trustee and Ankura Trust Company, LLC is not a foreign trustee. |
| ITEM 16. | List of Exhibits. |
| 1. | A copy of the Certificate of Formation of Ankura Trust Company, LLC as now in effect. |
| 2. | A copy of the State of New Hampshire –– Office of the Bank Commissioner Certificate to Conduct Business for the Trustee, dated January 25, 2018. |
| 3. | A copy of the State of New Hampshire Certificate to Exercise Corporate Trust Powers for the Trustee, dated January 23, 2018 (Certificate of Endorsement). |
| 4. | A copy of the existing Limited Liability Company Agreement of the Trustee. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. |
| 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority (Call Report Schedule RC-T for quarter ending June 30, 2026). |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Ankura Trust Company, LLC, a trust company organized and existing under the laws of the State of New Hampshire, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in Fairfield, Connecticut, on the 30th day of October, 2026.
| ANKURA TRUST COMPANY, LLC | ||
| By: | /s/ James J. McGinley | |
| James J. McGinley | ||
| Chief Executive Officer & President | ||
Exhibit 1
Exhibit 1
|
State of New Hampshire Banking Department 53 Regional Drive, Suite 200 Concord, New Hampshire 03301 Telephone: (603) 271-3561 FAX: (603) 271-1090 or (603) 271-0750 |
Certificate of Endorsement
Amended and Restated Certificate of Formation - Ankura Trust Company, LLC
By my signature below, I hereby confirm Ankura Trust Company, LLC applied for approval to amend its Certificate of Formation pursuant to RSA 383-A:3-316. On March 22, 2019, the New Hampshire Banking Department approved Ankura Trust Company, LLC’s application. The attached Amended and Restated Certificate of Formation is a true and accurate copy of the certificate so approved.
| /s/ Gerald H. Little | ||||||
| Gerald H. Little | ||||||
| Date 3/22/19 | Bank Commissioner | |||||
| State of New Hampshire | ||||||
| Banking Department |
TDD Access: Relay NH 1-800-735-2964
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
ANKURA TRUST COMPANY, LLC
Pursuant to the authority granted under RSA Chapter 383-C, Ankura Trust Parent, LLC, the sole member, hereby organizes a trust company as a limited liability company under RSA Chapter 304-C as follows:
ARTICLE I
NAME
The name of the trust company is Ankura Trust Company, LLC (“Trust Company”).
ARTICLE II
PURPOSES
The Trust Company is organized as a limited liability company under RSA Chapter 383-C, as such law now exists or may be hereafter amended, and shall have and may exercise all the express, implied and incidental powers conferred upon trust companies under the act. The Trust Company shall not accept deposits or make loans.
ARTICLE III
DURATION
The duration of the Trust Company shall be perpetual.
ARTICLE IV
MEMBERSHIP INTERESTS
The amount of the authorized membership interests in the Trust Company shall be 1000, each having a nominal value of $1000.00. The sole member is Ankura Trust Parent, LLC (“Member”).
ARTICLE V
BOARD OF MANAGERS
The Trust Company shall be managed by a Board of Managers appointed by the Member and shall consist of not less than five persons, as determined by the Member.
ARTICLE VI
LIMITATION ON MANAGER LIABILITY
No Manager of the Trust Company shall be personally liable to the Trust Company or its Member for monetary damages for breach ·of fiduciary duty as a Manager notwithstanding any provision of law imposing such liability, except liability:
(a) For any breach of the Manager’s duty disloyalty to the Trust Company or its Member;
(b) For acts of or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(c) With respect to any transaction from which the Manager derived an improper personal benefit.
No amendment or repeal of this Article shall adversely affect the rights and protection afforded to a Manager of the Trust Company under this Article for acts or omissions occurring prior to such amendment or repeal. In construing the provisions of this Article, it is intended hereby to provide the Managers of the Trust Company with the full protection available to managers of a limited liability company under the New Hampshire Business Limited Liability Company Act (RSA Chapter 304-C).
ARTICLE VII
LIMITED LIABILITY COMPANY AGREEMENT
The Limited Liability Company Agreement of the Trust Company shall establish the procedures and standards of conduct for the regulation of the internal affairs of the Trust Company. The Limited Liability Company Agreement shall be adopted by the Member of the Trust Company and may be amended from time to time as provided therein.
ARTICLE VIII
AMENDMENTS
Subject to the approval of New Hampshire Bank Commissioner, this Amended and Restated Certificate of Formation may be amended by the Member.
ARTICLE IX
REGISTERED AGENT
The registered agent and address is National Registered Agents, Inc., 9 Capitol Street, Concord, New Hampshire 03301.
IN WITNESS WHEREOF, the Member has executed this Amended and Restated Certificate of Formation as of this 12th day of February, 2019.
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Exhibit 2
Exhibit 2
Exhibit 3
Exhibit 3
|
State of New Hampshire Banking Department 53 Regional Drive, Suite 200 Concord, New Hampshire 03301 Telephone: (603) 271-3561 FAX: (603) 271-1090 or (603) 271-0750 |
Certificate of Endorsement
By my signature below, I hereby confirm the New Hampshire Banking Department approved Ankura Trust Company, LLC to operate as a New Hampshire-chartered trust company.
| /s/ Emelia A.S. Galdieri | ||||||
| Date 1/23/18 | Emelia A.S. Galdieri | |||||
| Deputy Bank Commissioner State of New Hampshire Banking Department |
TDD Access: Relay NH 1-800-735-2964
Exhibit 4
Exhibit 4
ANKURA TRUST COMPANY LLC
A New Hampshire Limited Liability Company
LIMITED LIABILITY COMPANY AGREEMENT
Dated as of 12/22/17
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
LIMITED LIABILITY COMPANY AGREEMENT
OF
ANKURA TRUST COMPANY LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ANKURA TRUST COMPANY, LLC (the “Company”) dated as of 12/22/17, is adopted, executed and agreed to by Ankura Trust Parent, LLC, a Delaware limited liability company, (the “Member”) under the laws of the State of New Hampshire and in accordance with the provisions of the New Hampshire Limited Liability Company Act (RSA 304-C) and any successor statute, as amended from time to time, governing the affairs of the Company and the conduct of its business.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the Member hereby agree as follows:
ARTICLE I
The Limited Liability Company
1.1 Formation. The Member has formed the Company as a limited liability company formed pursuant to the provisions of the RSA 304-C and RSA 383-C. A Certificate of Formation for the Company (the “Certificate of Formation”) has been filed in the Office of the Secretary of State of the State of New Hampshire in conformity with the RSA 304-C and RSA 383-C.
1.2 Name. The name of the Company is “Ankura Trust Company, LLC” and its business shall be carried on in such name with such variations and changes as the Board (as hereinafter defined) shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.
1.3 Business Purpose; Powers. The Company is formed for the purpose of engaging in a trust company business pursuant to RSA 383-C. The Company shall possess and may exercise all the powers and privileges granted by the RSA 383-C or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
1.4 Registered Office and Agent. The location of the registered office of the Company in the State of New Hampshire is 9 Capitol Street, Concord, New Hampshire 03301. The Company’s Registered Agent at such address is National Registered Agents, Inc.
1.5 Term. Subject to the provisions of Article VI below, the Company shall have perpetual existence.
ARTICLE II
The Member
2.1 The Member. The name and address of the Member is as follows:
| Name |
Address | |
| Ankura Trust Parent, LLC | 750 Third Avenue, 28th Floor New York, N.Y. 10017 |
2.2 Actions by the Member; Meetings. The Member shall have the right to vote on any Company matter as permitted under the Certificate of Formation or this Agreement or under any nonwaivable provision of RSA 304-C. The actions by the Member permitted hereunder may be taken at a meeting called by the Board or the Member or by written consent without a meeting. Meetings of the Member may be called at any time by the Member.
2.3 Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.
2.4 Lack of Authority. The Member (in its capacity as such) shall have no the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of the Company, unless such specific authority has been expressly granted to and not revoked from the Member by the Board, and the Member hereby consents to the exercise by the Board of the powers conferred on it by law and this Agreement.
2.5 Admission of Members. New members shall be admitted only upon the approval of the Member and the New Hampshire Bank Commissioner.
ARTICLE III
The Board
3.1 Management by Board of Managers.
(a) Subject to such matters which are expressly reserved under nonwaivable provisions of applicable law to the Member for decision and Section 3.6, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of managers (the “Board”), and (B) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement.
(b) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to Section 3.4, or (B) by delegating power and authority to any Officer pursuant to Section 3.7.
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3.2 Composition and Election of Board of Managers
(a) Number and Designation. The board shall consist of no fewer than five (5) individuals (each. a ‘‘Manager”). The number of Managers on the Board shall be the number serving pursuant to clauses (i) through (iii) of this Section 3.2(a). The Board shall at all times be comprised of the following persons:
(i) four (4) Managers designated by the Member (each a “Company Manager’’ and, collectively, the “Company Managers”), who initially shall be Kevin Lavin, Roger Carlile, David Sawyer and James J. McGinley;
(ii) one ( 1) Managers or more designated by the Member, who is not an employee or equity investor of Member or its affiliates and is independent from management (each a “Independent Manager”), who initially shall be Carl Toriello; and
(iii) such additional Managers as may be appointed by the Member (each, an “Additional Manager”)
3.3 Term. Members of the Board shall serve from their designation in accordance with the terms hereof until their resignation, death or removal in accordance with the terms hereof. Members of the Board need not be members and need not be residents of the State of New Hampshire. A person shall become a Manager and member of the Board effective upon receipt by the Company at its principal place of business of a written acceptance addressed to the Board (or at such later time or upon the happening of some other event specified in such acceptance) of such person’s appointment pursuant to Section 3.2(a). A member of the Board may resign as such by delivering his, her or its written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
(a) Removal. The removal from the Board (with or without cause) of any Manager shall be upon (and only upon) the written demand of the Member; provided that, in the event any Company Manager or Additional Manager ceases to be an employee of the Company, Ankura Holdings, LP, or any of their respective subsidiaries (collectively the “Company Group”) for any reason, such Company Manager or Additional Manager shall, at such time, be automatically removed from the Board.
(b) Vacancies. If any designee under Section 3.2(a) for any reason ceases to serve as a member of the Board, the resulting vacancy on the Board shall be filled by the Member.
(c) Reimbursement. The Company shall pay or cause to be paid all reimbursable out-of-pocket costs and expenses incurred by each Manager incurred in the course of his or her service hereunder, including in connection with attending regular and special meetings of the Board.
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(d) Compensation of Managers. Except as approved in writing by the Member, Company Managers shall receive no compensation for serving in such capacity.
3.4 Action by the Board.
(a) Quorum: Voting. A quorum for the transaction of business shall consist of a majority of the Managers, except that at least two Company Managers must be present at any meeting of the Board (including for purposes of actions taken pursuant to Section 3.4(c)) in order to constitute a quorum. The act of the Managers that have a majority of the total votes present at a meeting of the Board at which a quorum is present shall be the act of the Board. Once a quorum is present to commence a meeting of the Board, such quorum shall be broken as soon as no Company Manager remains present at such meeting and no further business may be transacted at such meeting until such time as a quorum shall again be present. A Manager who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action.
(b) Meetings. Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of the Board. Notice of regular meetings shall not be required. Special meetings of the Board may be called by the Member on at least 24 hours’ notice to each Managers. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for in this Agreement. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
(c) Action by Written Consent. Any action permitted or required by the RSA 304-C, the Certificate of Formation or this Agreement to be taken at a meeting of the Board may be taken without a meeting, without notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by at least one Company Manager and the Managers that have at least the number of votes required to take such action at a meeting of the Board if all Managers were present at such meeting. Decisions may be made through electronic mail. In the case of an electronic mail, a precise description of the proposed action to all Managers at their respective electronic mail addresses as maintained in the records of the Trust Company and as updated from time to time upon the request of a Manager. The Managers shall respond by electronic mail stating whether or not they are in favor of the proposed action, and the responses of the Managers collectively shall be deemed an action by written consent. Any such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of New Hampshire, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board.
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(d) Telephone Conference. Subject to the requirements of RSA 304-C, the Certificate of Formation or this Agreement for notice of meetings, the Managers may participate in and hold a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
(e) Information. Each Manager shall receive: (i) all notices and other materials as and when provided to any Manager in connection with meetings or actions of the Board; and (ii) copies of all minutes, resolutions and consents of the Board reasonably promptly after approval thereof; provided that, the Company may withhold any notices and/or materials from a Manager if the Board determines that such notice and/or material is related to the actions, employment, compensation or review of such Manager. For the avoidance of doubt, no action of the Board shall be deemed to be unauthorized or in breach of this Agreement as a result of non-compliance with this Section 3.4(e).
3.5 Power to Bind Company. None of the Managers (acting in their capacity as such) shall have authority to bind the Company to any third party with respect to any matter unless the Board shall have approved such matter and authorized such Manager(s) to bind the Company with respect thereto.
3.6 Certain Consent Rights. Without the prior written consent of the Member, the Company shall not, and the Board and the Officers shall cause the Company not to:
(a) liquidate or file a voluntary petition for bankruptcy or take any action related to bankruptcy, insolvency, dissolution, or winding up;
(b) amend the Company’s organizational documents (including recapitalizations and changes in equity interest or capital);
(c) alter the Company’s principal lines of business;
(d) change of jurisdiction or legal form of the Company;
(e) create board committees, delegate powers to board committees or modify the powers of any board committees;
(f) enter into material contracts outside the ordinary course of business;
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(g) engage in affiliate transactions other than between members of the Company Group;
(h) redeem or repurchase any debt or equity securities;
(i) adopt or amend any employee benefit or incentive (whether cash or equity) plan or make any issuances under any such plan;
(j) incur any indebtedness for borrowed money or guarantee the indebtedness or obligations of any person;
(k) make any loans, advances or investments to or in other persons, other than members of the Company Group;
(I) initiate an initial public offering or grant any registration rights;
(m) undertake an acquisition, sale, merger, spin-off, joint-venture or other strategic transaction;
(n) change the Company’s independent auditor;
(o) make significant tax elections or change significant tax, accounting, investment or risk management policies; ·
(p) approve the Company’s annual budget and any material expenditures outside of the approved budget or intentionally deviate from the applicable annual budget;
(q) commence or settle any material litigation or dispute; or
(r) approve any material agreements with regulatory authorities or consent to any material regulatory orders.
3.7 Officers and Related Persons. The officers of the Company (the “Officers”), if any, shall be appointed by the Board in its sole discretion, and the Board may assign such officers titles including, but not limited to, “chief executive officer,” “president,” ‘‘vice president,” “treasurer,” “secretary,” “assistant secretary,” “managing director,” “chief financial officer,” and such other officers and assistant officers as may be deemed necessary or desirable by the Board. Any Officers so appointed will have such authority and perform such duties as the Board may, from time to time, delegate to them. No Officer need be a Member or a member of the Board and any number of offices may be held by a single person. The salaries and other compensation, if any, of the Officers shall be fixed from time to time by the Board. Any Officer may resign, in writing, as such at any time and such resignation will be effective at the time specified in the written resignation, or if no time is specified, at the time the written resignation is received by the Company. Any Officer may be removed as such, either with or without cause, at any time by the Board or the Member. In the event that any Officer ceases to be an employee of any member of the Company Group for any reason, such Officer shall, at such time, be automatically removed from each applicable office.
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ARTICLE IV
Capital Structure and Contributions
4.1 Capital Structure. The capital structure of the Company shall consist of one class of common interests (the “Common Units”). All Common Units shall be identical with each other in every respect. The Member shall own all of the Common Units issued and outstanding, as set forth on Schedule I attached hereto.
4.2 Capital Contributions. From time to time, the Board may determine that the Company requires capital and may request the Member to make capital contribution(s) in an amount determined by the Board. A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.
ARTICLE V
Profits, Losses and Distributions
5.1 Profits and Losses. For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.
5.2 Distributions. The Board shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Units, the determined amount when, as and if declared by the Board. The distributions of the Company shall be distributed entirely to the Member.
ARTICLE VI
Dissolution
Subject to the approval of the Bank Commissioner, the Company may be dissolved and its affairs wound up pursuant to RSA 383-C:10.
ARTICLE VII
Transfer of Common Units of the Company
Subject to the approval of the New Hampshire Bank Commissioner, the Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Units and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Units are to be transferred agreeing to be bound by the terms of this Agreement as amended from time to time, such person shall be admitted as a member.
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ARTICLE VIII
Exculpation and Indemnification
8.1 Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, no Member, Manager or current or former manager, officers, employees, affiliates, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission since the formation of the Company (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence.
8.2 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 8.2.
8.3 No Right of Partition. No Member as a unitholder shall have the right to seek or obtain partition by court decree or operation of law of any Company property, or the right to own or use particular or individual assets of the Company.
8.4 Amendments. Any repeal or modification of this Article VIII by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article VIII, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
8
ARTICLE IX
Miscellaneous
9.1 Tax Treatment. Unless otherwise determined by the Member, the Company shall be a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company treated as a disregarded entity for U.S. federal income tax purposes (as well as for any’analogous state or local tax purposes).
9.2 Amendments. Amendments to this Agreement shall be approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the RSA 304-C.
9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.
9.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State ofNew Hampshire without regard to the principles of conflicts of laws thereof.
9.5 Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of New Hampshire or any other laws.
[Signature page follows]
9
IN WITNESS WHEREOF, the undersigned have duly executed this Limited Liability Company Agreement as of the day first above written.
| ANKURA TRUST PARENT, LLC | ||
| By: | Ankura Intermediate Holdings, LP | |
| Its: | Member | |
| By: | /s/ Roger Carlile | |
| Name: | Roger Carlile | |
| Its: | Chief Executive Officer | |
Signature Page to Agreement of Limited Liability Company Agreement of [Ankura Trust Company], LLC
SCHEDULE I
| Name of Member |
Number of Common Units |
|||
| Ankura Trust Parent, LLC |
1,000 | |||
Exhibit 6
CONSENT
Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned, ANKURA TRUST COMPANY, LLC, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: October 30, 2026
| ANKURA TRUST COMPANY, LLC | ||
| By: | /s/ James J. McGinley | |
| James J. McGinley | ||
| Chief Executive Officer & President | ||
Exhibit 7
Quarter Ending: Thi uorkseet replaces the FFIEC 041 Regert fing for Non-Deposlory Trust Companigs Please onause you have the most up-jo-ato ncrkshent by nweigoting to our wobnin Plase do not change the formatting, lcation of cull, or add caleulations lo te cells. Addtionaly, please do not convert the workbook lo anothee file format such as POF or mal physical copies. The Department wll be merging the information into a database. Any changes wil inhibit our ablity to import the file. The worksheets found in the Excal file ar based on the FFVEC 041 mport, When filing out the foms pleese follow the instructions found at http:/www.fdia.gowregulations/resoures/calindex.html. Al New Hampshire non -depository tust companies or trust departments of New Hampshin chartaned banka must fle quarterty. Dingard any inatructions that state or imply quarterty fang is not necessary. Whon completng the call mport, all dolar amounts should be rounded to thousands. This report wil not be accepted without the sioned “Attestation” page included in the Excel workbook. The seport needs to be rooeked no later than 30 days sfter the quarter end. The Department is roquesting addtional infomation to be reported quarterly on Call Report Schedule RC-T for those insttutions or their subsidiares offering fiduciary and relatad services, Please be awire that this particular Call Raport schedule wil differ from the FFIEC foms & instructions given the presence of two additonalmeporting toms in the Memoranda saction of Schedule RC-T. New rporting wiinclude the folowing: 1] Accounts where the institution is named or serves as a fiduciary of an account to be funded at a later date (‘dry trusts”), and 2) Aocounts where the instiution is named or serves as “Trust Prosecter”, Instructions Information: Nane of Institution: Filing Paiod (Qwutm erding) Dae Repon wos emailed: Ankm Trnt Comrpory, LLC 11-Jal-75 Infermation an pamen to contact with quodina on this call report filing Primay Contact Secondary Contac Phane Number E-Mail Addres: Michad J Fey SRD-775-7611 Michani FryftAnkurs.enm 917-446-0135 amas MeGinkyeAnkurs com
Attestation This aprst ls mmod by RSA 383-A 5-510 Mame of lsstitution: Ankura Truat Cowpuny, LLC Date report waa sent einetranica ly to the Hew Har pohir Briking Departmnewy -ly 31, 5026 informatlon in the reoort for Querter Eneirg: June 30, 2025 NOTE: The ropert mot be siphed by an euthorteo ofeer and alosti h bv nut lse than too d roolara (rucsoa). Quarter Erding: 900002e of te ronred senk do herety decare oat the neport sent olecironoely to tha Now Hameshire Banking Departront aa boon srupared in comfornance vfth the Poucfons shubd by the PPhec and erh ban lo te hen ofry Jely 31, 2075 We. He veinigwa areotam (trusesa;, ameat bo ine ocrrec;eeen of tha nupcrt sani oicstro-sicelly to the Now I mpeh in Ranting Docanmaet end dacirs that i hes boan evrined by us anc ta te best of aue arudeiu arsl James J. MeGinley The aigned “Arattation” rood to bo rocolesd by the dpertnert no lxr than S0 daya aler Bas qoaler trul Printeel Name of Direcio [Truste) The signed “Attestation” needs to be moceived by the department no later than 30 days after the quarter end Ravhed D4/D4/2025
1.a Schedue A -Inscme Statarsens Al Aaport of incoree achecies are to b estered on n cofender poar-4a-di’n bsis iin thoussrids of dollerm nterest iscorve: interest and foe income gn icens: (1) Leer sbumd by soal estone (0) Leerri sacured by 1-4 larily nosidentiel pripe tios (b) Al other loand socused try rest estila () Cormrcial and incuatral bans 3) Loan to ind ivicuale for hounsold, tunlly, and othee perssrl sapend daras: ()Creck cans (b) Other (ncludes nevobing dedit ploes oher then crecik cards, aucomob le tens, and other consumer loans] (4) Not Appicabie 15) Al olher loaris 1. b Qua nor Ending: 6012026 2.a 24 N N 4 3.504 1.817 13. Incore from lease financing receivabies leterst incomne on botnces due hon depastory istturions Iniamil and diviend incomt on seount ks (‘| U.5. Tmasary securtis and U.5, Government agency obligatinns (sxzluding morigage-bacond securties] 2| Marguga-backad sacuriia PI Al sther gecutloo(ncludes aecurtiea kaued bry staies and pol aubdiviaiona in the U.S.) Nol Appicabla Im la srat income on fadenil furdi seld and securttia purthaded urdet igrersinti to rsell Othar ir la re at incamn Tol interest incora (rur of Bama f.a.(5) through 1.g) In test enpense: Intoost on doposts: (1] Trirdection socounts (eitres-beang dersand depoolts, NOW accoun, AT8 aceounds, Bnd bu lphons ind prisuthorioid irarrifer aocoumta) 2] Nontmtsacion actount: ia) Savinps dopogls Oncludes MMCA#] l Tie deposes of $250,000 or lnss (o) Tine degosis of nioe thon $250.000 Erparse af federal furdo purchased and sooudties sald under agreemenos oo mpurctose Inbesril on trading labeties and othür bonawed marey Inba wnt an subartinatad notia and debantlusirs Total indamat unpanan (uum of kema 2.& Ihough 2.d) Net interest incorme (tem 1,h minus 2 m] Provision for icon and lease looues Noninterest incere incomne from fiducitry ootibes Burvice charges on depoid accounts Trecing MVErT UNI d. (1) Fees and comnaaiona fron aecurtis broberege 2) Inedrant banking, advry, and undewvring fess and comhacra 20 Fees and comranions fion arnuty talem (4) Unterwiting incorre frere insurmnos and misurance actites (6) Income from ather in saranice aclvities Ventart copeal sowattd Net servicing fs Nat applcabie Nat paiss (osses) an saies af loara and hasea Nat paias (oses) on sales of other mal estace nvined Net poins (osses) on sa les of other asseis Other naninktrest incomne” Tolal nonintereal income (sum of ferro b,i thaugi 5.4 Raalund gairm jomsesj on held-o-matutly securia Naninterest e aperse: Babries and employor benefos Expenses of promises and feed assets jnet of se rtal incorne) (excoludinp sa leries and eraloyee benefs and mergage inerest) [1| Goodwil imgaimert losses 21 Amoriation expuras and imgaimest lnasa for othur intang ble mnnta Other nonintamst expenss” Total noninterest ecpense isui of lems 7,a though 7,dl Incame (ces| belo unmalbed halting gaira (maea) on aquly sacartes nai hid for trading, appicable incoie laxee, and discontirund aperations (tsm 3 plux ormins lems 4, 5 m, 5,a, 6 b and Te) Unmealnd hokding goins (esses) on equity seeurtias net held for tading ncam jaas| before egplicabie incerse lases and disconinued operations Bumof ins 8,a and Appllcabin incore aronn (on bam B.c.) Incare fioes| balom diomnninued opemiona (tem ,c minus kem 9] Cacominued gperations, net ef agplicabs incgine taans Net income Roest atdbutable to benk and norcontroling (ingsty| interests isam ef ters 10 and 111 LESS: Nat incars (oan) altraatable to roncontroling [minarty) iniemnis (f nat incamne, nipar as a posive vulue, f nat loa, mpoit as a nagatirs va ue] Net incore [lds) ellibutabli ln bink ften 12 minua iem 13) - Desoribe on Scheduis RI-E – Explasations
Quarter Ending: 6/30/2026 All Report of Income schedules are to be entered on a calendar year 4o-date basis in thousands of dollars. Schedule Ri -Continued 14. Memoranda Other-than-temporary impairment losaes on held-to-maturity and available-for-eale debt securties recognized in eamings (nclded in Schedule Ri, items 6.a and 6.b “Memoranda Moms 1-13 and 15 Omittod Ravised 0404/2025
1. 2 Quarter Ending: 6/30/2026 Dollar Amounts in Thousands 6.009 3 5 6.009 968 7. 8 9. 10 11. 12. Schedule RI-A - Changes in Equity Capital Indicale dacresees and loosts in purinthess Total bank equity capital most recently reported for the December 31, 2025, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) Cumulative effect of changes in accounting principles and corrections of material accounting errors* Balance end of previous calendar year as restated (sum of items 1 and 2) Net income (loss) attrbutable to bank (must equal Schedule RI, item 14) Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) Treasury stock transactions, net Changes incident to business combinations, net LESS: Cash dividends declared on preferred stock LESS: Cash dividends dedared on common stock Other comprehensive income Other transactions with stockholders (including a parent holding company)* (not included in items 5,6, 8, or 9 above) Total bank equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a) 5.977 Revised 04/04/2025
Dollar Anounts in Theusands 1. 1.e 1.0 1.9 1. h 1.i 2 Schedule RI-E - Explanations Schedule RI-E is to be completed each quarter on a calendar year to date basis. Other nonintemst income (Trom Schedule RI, item 5.1) ltemize and describe amounts greater than $100,000 that exceed 7% of Schedule RI, item 5.t Income and fees from the printing and sale of checks Eamings on/incmase in value of cash suminder value of life insuranoe Income and fees from automated teller machines (ATMs) Rent and other income from other real estate owned Safe deposit box rent Bank card and credit card interchange fees Income and fees from wire transfers not reportable as service charges on deposit accounts Quarter Ending: 6/30/2026 650 2 b. 132 2.1 2.9 2.h 2. 2 k 2.1 107 2 m Other noninterest expense (from Schedule RI, item 7.d) Memize and describe amounts greater than $100,000 that exceed 7% of Schedule RI, item 7.d: Data processing expenses Advertising and marketing expenses Directors’ fees Printing, stationery, and supples Postage Legal fees and expen8e8 FDIC deposit insurance assessments Accounting and auditing expenses Consulting and advisory expen8es Automated teler machine (ATM) and interchange expenses Telecommunications expenses Other real estate owned expenses Insurance expenses (not included in employee expenses, premises and fied asset expenses, and other real estate owned expenses 2.n 2.0 2.P 3 3.a.(1 4 d 5 5.a 5. h 6 6.8 6,b. 6.0 6. d. Discontinued operations and applicable income tax effect (from Schedule RI, item 11) (iemize and describe each discontinued operation): (2) Applicable income tax effect 3. b. (1) (2) Applicable income tax effect Cumulative effect of changes in accounting principles and corrections of material accounting erors (from Schedule RI-A, item 2) (temize and describe ail such effects): Effect of adoption of current expected credit losses methodology - ASU 2016-13 Effect of adoption of lease accounting standard - ASC Topic 842 Other transactions with stockholders (including parent holding company) (from Schedule RI-A, item 11) (emize and descbe all such transactions) 7, Adjustments to alowance for credit losses (oemize and descnbe all adjustments) Initial allowances for credit losses recognized upon the acquisition of purchased credit-detrorated assets on or after the effective date of ASU 2016-13 Effect of adoption of current expected credit losses methodology on allowance for credit losses Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items alfecting the Report of Income): Comments? (Yes or No] Other explanations (please type or print clearly): Foovised 04/04/2025
Schedule RC - Balance Sheet Quarter Ending: 6/30/2026 Dal ar Amnurbs in Theunsnds 1.8 1.b 2. 2. a. 2.b 2.C 3. 3.8. 3. b. 4.a. 4, b. 4.c 4.d 5,244 4 5 6 10. 11. 12 ASSETS: Cash and balances due from depository institutions : Nonintereat-bearing balances and cumency and coin Interest-bearing balances Securitek Held-to-matunty seourties (from Schedule RC-8, column A) Available-for-sale securties (from Schedule RC-8, colum D) Equity securities with readily delerminable fair values not held for trading Federal funds sold and soourites purchased under agrements to resel: Federal funds sold Securites purchased under agreements to resel Loans and lease financing receivables Loans and leases held for sale Loans and leases held for investment LESS: Allowance for loan and lease lo8ses Loans and leases, net of uneamed income and alowanoe (item 4.b minus 4.c) Trading as8ets Premises and fixed assets (induding capitalized leases) Other real estate owned Investments in unconsoldatod subsidiaries and assodated companies Direct and indirect investments in real estate ventures Intangbie assets Other assets (lrom Schedule RC-F] Total assets (sum of items 1 though 11] 4 R70 10,114 LIABILITIES 13 13. a. In domestic offces: (1) Noninteres-bearng (2] Interest-bearng 13. b. Not applicable 14 14. a. Federal funds purchased 14. b. Securities sold under agreements to repurchase Trading labiltios Other bonowed money (indludes mortgage indebledness} 17/18 Not apploable Subordinated notes and debentures Other labities ffrom Schedule RC-G) Total labilties (sum of items 13 through 20) Not applcable Perpetual preferred stock and related surplus Common Stock Surplus (exciude all surplus related to preferred stock] 26. a. Retalned eamings 25. b. Accumulated other comprehensive income 28. c. Other equity capital components 27. a. Total bank equity capital (sum of items 23 through 28.c) 27, b. Noncontroling (minorty) interests in consolidated subsidiaries 28. 29 Deposits: Federal funds purchased and securities sold under agreements to repurchase; 15. 16 19 20. 21. 22 23 24 25 3.137 3.137 EQUITY CAPITAL 1.467 5.510 8.977 Total equity capital (sum of items 27.a and 27.b] Total labilties and equiy capital (sum of items 21 and 28) Memorandum Indicate in the box at the right the year of the last completed audi, that conforms to the standards listød in NH RSA 383-A:5-509, “Annual Audis”. 8.977 10.114 2025 Ravi sod 04/042125
Schodula RC-B-Securites Scheduls RC-B-Sacaritias Quarter Enting: 6121028 (Colurm D) Column C) (Column D) 2. 4. U.S. Troasury securtios U.8. Govemment apenoy and sponsored agenty oblgations (exdude MB8): Securtes iztued by stabis and poltical subdivttions in the U.5. Mortgage-bocked secuties (MB8) Fridential mortgage pei-through securfan: 21 Issued by FNMA and FHLMC 4.b. Other se sidontial morignge-booked securkies (include CMOs, REMCs and stippad MB8): (1] Iszued erguurtsed by U.S. Gowemment agandas or sponomd igencis (2) Collateralized by MB5 iswued or guamnieed by U.5. Govenment apandos or sponsord egentes () Al othar modental MBS 4. d. Commerdal MB8 (1] Commercal morigage pair-thraugh acutkrt [a) lssued or guaranteed by FNMA. FHLMG. or GNMA () Oeer pass-through soturies () Other commerchl MB5: [a) issued or guarantoad by U.8. Govemment agences or sponsored aponcies Asset backed socurtes and structured financial producis: Assel-backsd sacurims (BS) Stuchmd fnan dal pioduda: Othar debt securtios: d. a. Dther demeste debt securtius Cther foreign debt seourities Iwilstmunts in mutual fands and oler equity securbes with madily deterrinoble feir walues Total (rum of items 1 through 71 (atal of column A must equal Schedulo RC, dnm 2.a) (atal of column D must equal 8chedule AC. dere 2.b) Piedged mourtes.
Schedule RC-F - Other Assets Quarter Ending: 0/30/2026 1 3 25 6.b. 0.d. Accrued interest receivable Net deferred tax assets Interest-only strips receivable (not in the form of a securty) Equity securities without readity determinable fair values Lie Insurance assots: General account ie insurance aasets Separate account Iife insurance assets Hybrd account Ife insurance assets All other assets (itemize and describe amounts greater than $100,000 that exceed 25% of this Prepald expensos Repossessad personal property (incuding vehicles) Derivatives with a positive fair value held for purposes other than trading FDIC loss-sharing indemnification assets 6. a. Computer software Accounts receivable Recelvables from foreclosed govemment-guaranteed mortage loans Dolar Amnints in Thousands 413 Total (sum of items 1 through 6) [must equal Schedule RC, item 11) 4.870 Raviaed 34/04/2025
Schedule RC-G - Other Liabilities 1. a. 1.b 3.137 4. d. 4.1 Interest accrued and unpaid on deposks Other expenses accrued and unpaid oncludes accrued income taxes payable) Net deferred tax labilties Allowance for oredit losses on off-balance sheet credit exposures Ail other labilties fitemize and describe amounts greater than $100,000 that exceed 25% of this iterm Accounts payable Doferred compensation iabiltes Cividends declared but not yet payable Derivatives with a negative falr value held for purposes other than trading Operating lease liabEties Deferred Revenue Due to affiiate Total (sum of items 1 though 4) (must equal Schedule RC, item 20) Quarter Ending: 6/30/7026 Colar Amounts in Thoutorda 1.748 1,389 3.137
Schedule RC-T -Fidusiary and Relaind Services Quarer Ending: 61102026 (Colum A) Managed ASSAS Amount Addela Amourt (Colum B) Nor Managed /Column C Numder of Munaged Cokme D Nunbarot No 13 379.825 10 15 12 13.779.625 14 16 1T 21. 3.504 25 FIUCIARY AND KELATED ASSETS (olr Amounts in Thousands) Pamarul trust and agency accounts Empicyee beneft ard redrementrtlaled bust and egenty eocounb 5. 8. Emplyst beneft -defined contrbution Empiyee beneft = derined benofit Othr employse benatt und rutrereni-meled accounla Cerporce tust and agency acrounts neasiment manapomont and investriant advisory aganey accourdi Fourdalon uind un dowmunt tuil and apercy accounta Otter fdudary apcownts Toi fidupiary a ooounts (sum of items 4 thyough 9) Custody and salekeeping accounts Not np pliaa blo Indiitual Ratirimini Acrounta, Healh Savirgs Acunts, and gther smlsr acoouria ancluded in dema 5.c and 11] FIDUCIARY AND RELATED SERVICES INCOME (Dolar Amounts in Thou sands) Personal tst and agoncy aooounts Employus bunertt and metimeri-maled tunt and apency accounts 15.a Employer benett - defned contbuton 15 b. Erployos bonolk - defned bonefit 15. c. Oiherumployes beren: and mtm nent-maisd nocounts Corpecte tust and agenty aocourts Itveslmuntmnugemant ind irartment adacry a;ancy accounty Foundation and endowment brust and agency aocounts Dthar fiducity accounts Cuilody ind aafeoeepirg wocourb Otharfiducay and selred services incerse Tatalgres fiduciay and miied services incorse jsum of ders 14 through 21| (nust equal Gchedalo R. tom 5.al 055 Ex0enses Lenk: Nat launam frum fifuciary and raiind sorvicnn Plus intracompany incore credas for fduciory and raloled serwices Net fidu citry and m koed sarwols intorne Trunt and danncy Memoranca Miniged assels hel in fiduclry actounta Monintamai-boadng dapanits nlerest bearing deposs I8. Tmiury and U.S. Govimmint igency pblgatiom Stala, county and municipal sbrig atons Money marvet mutual turds Equiy mutual fundx Dtter nutualfunds Corsmon oust furds ond colectve invistmintfunda Dthur ahort-lam ob lgations Cthor notos and bonds Iesatmenta in urrg atamd funds ard ptvai squty invesiments Other common and prifemed slocka Raal osceno mortgoges Feal estane Mcelanous asois Tonel managad øssets hel in fitusiary ascounts for tach column, sum of Merrenindurn Wariagud Numbar nf Manged Acoounta 1.0 Ires stments of managed fduchy acoounts in advised or sponsoed mutual funds
[Cortinued]- Schedule RC-T - Fiduciary and Reisind Servicen Dolurm Al Number of Corporata trunt ard aguncy actount: Corperale and munepal truteestis (1) issues moorted in Menrandamn iom 2 a. tu are in detauk Towufer agert, mplatrar, paying agant, and othar corporais agency Quaner Ending: 6/302026 Colr Arnguns in Thousarda Calunn B Pincical Amourt Oustarcirg T.388. 512 Colurm HI ol Fund Cellactive Imesirimant fundt sind comrion trant fund: Derwatic equty Intematicral/Global equity Stock/Bond blend Toocable bond Muncipal bond Shorl term InvestmintalVonuy mirkut EpaclakyfOther Total colastes invastrient funds (sun of Memmocandam Bame a a thoough 3. gl (Colurm B) Gross Lesses Croes Losam Mon-Maraged Accaania Fiductary settierenta, surcharges, and othar kooapss: Pamonal trust ard agancy accounts Ereioyee bereft and retiwent related trust and agonsy accounts Irestment managerest and irwestrrent odvhory agency aesounts Other td velry acoounts and reloted sereees Tolal fiucbry sedlunenia, wurcharges, and other lasea (aum of Mericrandum iorn 4.a through 4.d) [wam of colurmn A and @i minua calumn C mut aqusi Schodula RC-T, dan 24) Aooounbs whem the instluton is nered or sarves as a fiduciary of an aosount le be funded at a later date Accounts whera the instiluoon is nimed or sarves u “Trust Protctar” Porvised 04042225