Bofi Holding, Inc. - Statement of Ownership (SC 13G)
April 24 2008 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
BofI Holding, Inc.
Common Stock, $0.01 par value
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(Title of Class of Securities)
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05566U 10 8
February 7, 2008
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(Date of Event which Requires Filing of This Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
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CUSIP No. 05566U 10 8
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Page 2 of 12
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Exploration Capital Partners 1998-B Limited Partnership
20-8197121
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
797,300
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
797,300
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,300
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 05566U 10 8
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Page 3 of 12
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Investment Management Corporation
20-4954446
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
797,300
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
797,300
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,300
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 05566U 10 8
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Page 4 of 12
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Capital Investment Corporation
88-0384205
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
100,000
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
100,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 05566U 10 8
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Page 5 of 12
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rule Family Trust udt 12/17/98
Not Applicable
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
947,300
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
947,300
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,300
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 05566U 10 8
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Page 6 of 12
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Richards Rule
Not Applicable
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
SOLE VOTING POWER
0
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6
SHARED VOTING POWER
970,300
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7
SOLE DISPOSITIVE POWER
0
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8
SHARED DISPOSITIVE POWER
970,300
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,300
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.7%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 05566U 10 8
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Page 7 of 12
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Item 1
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(a).
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Name of Issuer:
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BofI Holding, Inc.
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Item 1
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(b).
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Address of Issuers Principal Executive Offices:
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12777 High Bluff Drive, #100
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San Diego, CA 92130
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Item 2
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(a). - (c).
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Name, Principal Business Address and Citizenship of Persons Filing:
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(1)
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Exploration Capital Partners 1998-B Limited Partnership (Exploration Capital 1998-B)
7770 El Camino Real
Carlsbad, California 92009
Citizenship: California
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(2)
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Resource Investment Management Corporation (RIMC)
7770 El Camino Real
Carlsbad, California 92009
Citizenship: California
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(3)
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Resource Capital Investment Corporation (Resource Capital)
7770 El Camino Real
Carlsbad, California 92009
Citizenship: Nevada
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(4)
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Rule Family Trust udt 12/17/98 (the Trust)
7770 El Camino Real
Carlsbad, California 92009
Citizenship: California
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(5)
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Arthur Richards Rule (Mr. Rule)
7770 El Camino Real
Carlsbad, California 92009
Citizenship: California
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Item 2
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(d).
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Title of Class of Securities:
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Common Stock, $0.01 par value (the Common Stock)
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Item 2
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(e).
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CUSIP Number:
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05566U 10 8
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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CUSIP No. 05566U 10 8
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Page 8 of 12
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Not Applicable
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CUSIP No. 05566U 10 8
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Page 9 of 12
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Item 4.
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Ownership.
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The information in items 1 and 5 through 11 on the cover pages (pp. 2-6) on Schedule 13G is hereby incorporated by
reference.
This Statement is filed (i) by Exploration Capital 1998-B, as the direct
beneficial owner of 797,300 shares of Common Stock of the Issuer; (ii) by Resource Capital, as the direct beneficial owner of 100,000 shares of Common Stock of the Issuer; (iii) by virtue of its position as General Partner of Exploration Capital
1998-B, by RIMC; (iv) by virtue of its indirect ownership and control of (A) Exploration Capital 1998-B, (as owner of 100% of RIMC), (B) Resource Capital, and (C) Global Resource Investments Ltd. (Global Resource), a direct beneficial
owner of Common Stock, as set forth below, by the Trust; and (v) by virtue of his positions with Resource Capital and RIMC, ownership interest in the Trust and other beneficial ownership interests in Common Stock, all as described in the following
sentences, by Mr. Rule. Mr. Rule is President and a Director of Resource Capital and RIMC, and, with his wife, is co-Trustee of the Trust, which owns 100% of Resource Capital, 100% of RIMC and 100% of Rule Investments. Mr. Rule and his wife
beneficially own, respectively, 3,000 and 20,000 shares of Common Stock, aggregating less than 1% of the Issuers outstanding Common Stock.
Global Resource, which is not a Reporting Person, is the direct beneficial owner of 50,000 shares of Common Stock, aggregating less than 1% of the Issuers
outstanding Common Stock. The corporate General Partner of Global Resource is Rule Investments, Inc. (Rule Investments). The Trust owns 100% of Rule Investments.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable
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Item 10.
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Certification.
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By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 05566U 10 8
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Page 10 of 12
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Date: April 23, 2008
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Exploration Capital Partners 1998-B Limited Partnership
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By:
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Resource Investment Management Corporation, its general partner
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Secretary/Treasurer
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Date: April 23, 2008
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Resource Investment Management Corporation
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Secretary/Treasurer
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Date: April 23, 2008
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Resource Capital Investment Corporation
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Secretary/Treasurer
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Date: April 23, 2008
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Rule Family Trust udt 12/17/98
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By:
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Arthur Richards Rule, Trustee
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Attorney-in-Fact
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Date: April 23, 2008
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Arthur Richards Rule, individually
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Attorney-in-Fact
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EXHIBIT 1
AGREEMENT TO FILE JOINTLY
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned
hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of BofI Holding, Inc. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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Date: April 23, 2008
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Exploration Capital Partners 1998-B Limited Partnership
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By:
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Resource Investment Management Corporation, its general partner
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Secretary/Treasurer
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Date: April 23, 2008
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Resource Investment Management Corporation
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Secretary/Treasurer
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Date: April 23, 2008
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Resource Capital Investment Corporation
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Secretary/Treasurer
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Date: April 23, 2008
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Rule Family Trust udt 12/17/98
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By:
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Arthur Richards Rule, Trustee
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Attorney-in-Fact
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Date: April 23, 2008
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Arthur Richards Rule, individually
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By:
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/s/ Gretchen Carter
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Gretchen Carter, Attorney-in-Fact
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints JEFFREY HOWARD and GRETCHEN CARTER, and each of them, his true and lawful attorneys-in-fact and agents with full power to sign for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, any report
required to be filed with the Securities and Exchange Commission pursuant to either Section 13 or 16 of the Securities Exchange Act of 1934 and any successor or alternate provisions thereto (the Exchange Act) of securities of all
entities in which the undersigned may, from time to time, have direct or indirect ownership interests, on, without limitation, Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 or any other such schedules or forms as may be designated by the
Securities and Exchange Commission for such purpose, and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission,
hereby granting to said attorneys-in-fact and agents, and each of them, full power of substitution and revocation in the premises, and generally to do and perform each and every act and thing which said attorneys-in-fact and agents, and each of
them, may deem necessary or advisable to facilitate compliance with the provisions of said sections of the Exchange Act, and all regulations of the Securities and Exchange Commission thereunder, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any substitute or substitutes for any or all of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 22nd day of October, 2004.
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/s/ Arthur Richards Rule
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Arthur Richards Rule
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RULE FAMILY TRUST U/D/T 12/17/98
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By:
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/s/ Arthur Richards Rule
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Arthur Richards Rule, as trustee
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