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Professional Advice & Introduction: Commodity Financing. Project Funding. Self-Liquidating Loans. Assets Management. High Yield Investment Programs. Discounting Doc. PN, L/C, SL/C, BG. Banking & Insurance Documents. Secured Financial Procedures. Doc.Texts. Transactions of Precious Stones, Metals.
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WIM-Impact Inc.(SA.) (Finance)
PAN ASIA CORPORATION (Project)
LISA-CORPORATION-NGUYEN & Cie (Trade) Respectively registered:GENEVA No.3412/1993;FEDERAL No.CH-660-0372993-4 MORGES (Vaud)-MOUDON (Vaud),SWITZERLAND
Director: Prof.Dr.NGUYEN PHUC LIEN, Economist Licence in Mathematical Economy
Doctor in Economy/ Finance (Stock Exchange)
Graduate at University in Computer Sciences
Weekdays:
22, Rue du Prieure, CH-1202 GENEVA, Switzerland
Tel.:0041 22 731 82 66. Fax:0041 22 738 28 08. Mobile:0041 79 766 65 83
E-Mail: wim-impact.drlien@bluewin.ch
Weekends:
43, Heideweg, CH-2503 BIEL/BIENNE, Switzerland
Tel.:0041 32 365 24 49. Fax:0041 32 365 24 49. Mobile:0041 79 766 65 72
E-Mail: drlien.wim-impact@bluewin.ch
Website:
http://www.VietTUDAN.net
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PROCEDURES AND TEXTS OF DOCUMENTS By Prof.Dr.NGUYEN PHUC LIEN, Economist
CONTENTS:
=> LAST BANK DOCUMENTS MUST BE PROVIDED
=> PROCEDURES IN DETAILS STEP BY STEP
=> WORDING TEXTS OF DOCUMENTS
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PROCEDURES AND TEXTS OF DOCUMENTS
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LETTER TO REPRESENTATIVES OF INVESTORS
CONCERNING GENERAL PROCEDURES
To : REPRESENTATIVES OF INVESTORS
Subject: PRIVATE PLACEMENT FOR HIGH PROFITS:
Procedures and Documents
Dear Sirs,
After my works with Trader’s side, I am pleased to inform you the following points:
A. PROGRAMS
We can have the choice among the following Programs:
1. FED Program:
This Program generates high Profit paid weekly, but it requires important amount of investment and strict last bank documents from Investor’s Banks. The Program is for 40 weeks, but certainly the Investor is free to stop it after some weeks.
2. PRIVATE PLACEMENT Program:
This Program generates Profit paid weekly. The level of Profit depends on the numbers of Trade Operations realized weekly. It will be informed in details before the signature of Trading Contract. The Trader has to arrange the credit line based on bank documents provided by the Investor’s Banks. The Program is for 40 weeks, but the Investor is free to stop it after some weeks.
3. SPOT Program: This is a Program of some weeks with fixed Profit weekly. The level of Profit will be informed in details before the signature of Trading Contract. The Trader arranges the credit line based on bank documents provided by the Investor’s Banks.
B. NEGOCIATION OF LAST BANK DOCUMENTS
I have negociated with Trader’s side on the last Bank Documents to ensure the feasibility of the Program at last Steps of Procedures. Indeed, when the Trader and the Investor agree previously on these last Bank Documents and confirm them officially, all the preparation of the paperwork for the complete Dossier will be done quickly and we will have minimum of risk of losing time and fees.
The following last Bank Documents are already negociated and will be provided accordingly bank-to-bank at the last Steps of Procedures:
1. Document MT799:
This is a document to obtain credit line.
2. Document MT760:
This is a document to block the funds.
3. Documents CASH DEPOSIT, STANDBY LC or BANK GUARANTEE
These Documents will be accordingly issued by acceptable Banks. The security of these documents is as follows:
a. The Beneficiary of these documents is the Investor himself.
b. These Documents are in safekeeping in the issuing Bank itself or in its Branches in Western Countries.
c. Against these Documents in safekeeping in the issuing Bank itself or in its Branches in Western Countries, the credit line will be provided in a “Non Drawable, Non Depletion, Capital Preservation” Account (NDNDCPA) under the name of Investor (Beneficiary of Documents). The Banks that provide the credit line can request the transfer of these Documents to themselves.
REMARK: The 3 above bank Documents are separate. A Trader can request only one of these bank Documents according to the need of his Program. The sending of these bank Documents are always by SWIFT and by BANK to BANK directly.
C. STEPS OF PROCEDURES
The Procedures contain the following Steps:
1. STEP 1:
The Financial Advisor Group receives:
11. PROOF OF FUNDS
12. ENLARGED A4 COLOUR COPY OF PASSPORT of Authorized Signatory
2. STEP 2:
The Financial Advisor Group releases the above Documents to Trading Groups and negociate with them on:
=> Conditions of Programs
=> Last bank Documents required by Trading Groups
=> Procedures of realization of the transaction
3. STEP 3:
The Financial Advisor Group communicates to Investor’s side the contents of its negociations concerning:
=> Conditions of Programs
=> Last bank Documents required by Trading Groups
=> Procedures of realization of the transaction
4. STEP 4:
When the Investor accepts the three above points, he will provide to the Financial Advisor Group the following documents:
41. CONFIRMATION OF LAST BANK DOCUMENTS
42. FEE & COMMISSION PROTECTIONS
This is to prectect Fees and Commissions to Financial Advisor Group and to its Partners/Associates
43. POWER AUTHORIZATION
This is a limited Power Authorization agreed to the Financial Advisor in his precise works:
=> To release other documents from the Investor to Trading Group and to communicate documents from the Trading Group to Investor
=> To previously negociate the detailed conditions of Program, Contract.
5. STEP 5:
Preparation of the paperwork concerning the Documents to establish the complete Dossier for the transaction. These Documents are as follows:
51. LETTER OF INTENT
52. CORPORATE RESOLUTION (for Company Investor)
53. CLIENT INFORMATION SHEET
54. SUMMARY OF FUNDS HISTORY
55. AUTHORIZATION TO VERIFY FUNDS (only Bank-to-Bank)
56. NON-SOLICITATION LETTER
57. NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT
58. SUMMARY OF PROJECTS
6. STEP 6 :
The Financial Advisor Group transmits the above Documents to the Trading Group and negociate the terms and conditions of the Draft of TRADING CONTRACT.
7. STEP 7:
After the negociation of terms and conditions of the Draft of Trading Contract, the Trader will send this Contract to the Investor directly or through the Financial Advisor Group. The signed Trading Contract will be transmitted first each other by Fax or E-Mail Transmission, then its original by registered courier.
71. TRADING CONTRACT (from Trading Group)
72. AUTHORIZATION TO OBTAIN A CREDIT LINE
After the signature of the TRADING CONTRACT and the AUTHORIZATION TO OBTAIN A CREDIT LINE, the Investor’s Bank sends by SWIFT bank-to-bank the MT799 to the Trader’s Bank. After the verification and the authentication of this MT799, the credit line will be confirmed within two banking days.
8. STEP 8:
Within maximum 24 hours after the confirmation of the credit line, the Trader will communicate directly to the Investor the Full COORDINATES of the Trading Bank.
9. STEP 9:
The Trader can help the Investor to open a Bank Account to receive its own Profit from the Program. This Bank Account is under the unique Name of the Investor. If the Investor has already his own Bank Account, he doesn’t need this help from the Trader.
10. STEP 10:
After receiving the Full COORDINATES of the Trading Bank, the Investor gives Order to his Bank to issue Last Bank Documents and to send them accordingly by SWIFT (directly or through Prime Banks which confirm them with responsibility) to:
=> The Bank that gives the credit line
=> The Bank where the trading operations will be done
Please see the comments on the Last Bank Documents (Paragraph B above). These Documents will be provided according to the precise requirement from the Trading Groups.
11. STEP 11:
The Banks from Trader’s side verify and authenticate the Last Bank Documents sent by SWIFT to these Banks. The trading operations begin. The Investor will receive the reports on the trading operations, normally weekly.
12. STEP 12:
The Investor communicates OFFICIALLY to the Trader the full Coordinates of his own Bank to receive his Profit. The Payment of Profit is for every week.
REMARKS:
* I attach here the samples of wording Texts of the Documents for the Dossier
* I myself can help the Investor’s side to prepare the Paperwork for these Documents.
Sincerely yours
Prof.Dr.NGUYEN PHUC LIEN, Economist
Financial Advisor
(Please see the attached TEXTS OF DOCUMENTS. The No.of each Text corresponds to the No. of each STEP of Procedures. For example LETTER OF INTENT No.51. This No.corresponds to No.51 of STEP 5 )
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WORDING TEXTS OF DOCUMENTS
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INTERNATIONAL
NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT
(INT’L NC-ND AGREEMENT (signed between Intermediaries)
This Text may be signed between Intermediaries before starting the Procedures for the Transaction
1. THIS IS TO CONFIRM THAT EACH NAMED SIGNATORY, SEPARATELY AND INDIVIUALLY, AND THEIR ASSOCIATES HEREBY AGREE THAT ALL SIGNATORIES, THEIR CORPORATIONS, ANY/ALLDIVISIONS, SUBSIDIARIES, EMPLOYEES, AGENTS, OR CONSULTANTS, WILL NOT MAKE ANY CONTRACT WITH, DEAL OR OTHERWISE ENTER INTO ANY TRANSACTION WITH ANY BANKING OR LENDING INSTITUTION, TRUST, CORPORATE OR INDIVIDUAL INVESTOR(S), LENDERS OR BORROWERS, BUYERS OR SELLERS, INTRODUCED BY ANY OTHER SIGNATORIES, SEPARATELY OR INDIVIDUALLY AND/OR THEIR ASSOCIATES OR AGENTS, WITHOUT EXPRESSED WRITTEN CONSENT OF THE INTRODUCTING SIGNATORY (SIGNATORIES).
2. ALL PARTIES AGREE HEREBY AND GUARANTEE NOT TO CIRCUMVENT ALL THE PARTIES TO THIS AGREEMENT FOR A PERIOD OF FIVE (5) YEARS :
3. THE DATE AFFIXED HEREON BY THE LAST SIGNATURE OF EXECUTION, AND IS TO BE APPLIED TO ANY AND ALL TRANSACTIONS ENTERTAINED BY THE PARTIES, INCLUDING SUBSEQUENT FOLLOW-UPS, REPEAT AND EXTENDED, OR RENEGOCIATED TRANSACTIONS;
4. AS WELL AS TO THE INITIAL TRANSACTION REGARDLESS OF THE SUCCESS OF THE INITIAL TRANSACTION.
5. THIS DOCUMENT BINDS ALL PARTIES TO THIS AGREEMENT, THEIR EMPLOYEES, ASSOCIATES, TRANSFERS, ASSIGNEES AND/OR DESIGNEES, IN THE EVENT THIS STIPULATION IS NOT ADHERED TO AND CIRCUMVENTION IS ATTEMPTED OR ATTAINED, THE INJURED PARTIES SHALL BE ENTITLED TO SEEK FULL RECOURSE AND SUITABLE INDEMNITY.
6. ANY DISPUTE HEREUNDER SHALL BE SETTLED AMICABLY IF POSSIBLE. IF THE PARTIES FAIL TO DO SO, THEY SHALL SUBMIT THE MATTER TO THE ARBITRATION COMMITTEE OF THE INTERNATIONAL CHAMBER OF COMMERCE, SWITZERLAND, FOR SETTLEMENT. EACH PARTY AGREES HEREBY TO BIND ITSELF TO THE RULING OF THE COMMITTEE, JUDGEMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF INCLUDING THE SIGNATORIES EMPLOYEES HEIRS AND ASSIGNEES AS A RESULT OF BUSINESS CONDUCTED WITH THE PARTIES COVERED BY THIS AGREEMENT, PLUS ALL COURT COSTS ATTORNEY’S FEES AND OTHER CHARGES AND DAMAGES DEEMED FAIR BY THE ARBITRATOR(S).
7. THE PARTIES HEREBY AGREE TO KEEP COMPLETELY CONFIDENTIAL, THE NAMES OF ANY BANKS, LENDING INSTITUTIONS, BUYERS OR SELLERS, INTRODUCED BY ANY OF THE PARTIES OR THEIR ASSOCIATES. SUCH IDENTITY SHALL REMAIN CONFIDENTIAL DURING THE APPLICABLE TRANSACTION(S) AND FOR THE DURATION OF THIS AGREEMENT, AND SHALL INCLUDE ANY TELEPHONE NUMBERS, ETC. SUCH INFORMATION IS CONSIDERED THE PROPERTY OF THE INTRODUCING SIGNATORY AND THE PARTIES TO THIS AGREEMENT HEREBY AGREE, TO DISCUSS SAME AMONG THEMSELVES TO DETERMINE AS TO WHAT SHALL BE DISCLOSED AND WHAT PROCEDURE TO USE. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO ANY PART OF THIS PROVISION, OR THE BREACH THEREOF, WHICH IS NOT SETTLED BY THE PARTIES THEMSELVES SHALL BE SETTLED BY ARBITRATION AS DESCRIBED IN PARAGRAPH FOUR (4), ABOVE.
8. THE PARTIES HERETO SHALL NOT BE HELD LIABLE FOR ANY FAILLURE TO PERFORM UNDER THE FORCE MAJEURE CLAUSES AS STATED BY THE INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE WHICH CLAUSES ARE DEEMED TO BE INCORPORATED HEREIN.
9. THE UNDERSIGNED SIGNATORIES OF THIS AGREEMENT WARRANT THAT THEY HAVE FULL PERSONAL AND CORPORATE LEGAL AUTHORITY VESTED IN THEM PERSONALLY BY THEIR CORPORATION TO ENTER INTO THIS AGREEMENT. EACH OF THE PARTIES HERETO WARRANTS THAT THERE IS KNOWN VIOLATION OF ANY LAW BY IT IN ENTERING INTO THIS AGREEMENT.
10. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW AND SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE HIGH COURT OF JUSTICE ENGLAND.
11. NOTICES: ANY AND ALL NOTICES REQUIRED TO BE GIVEN BY ONE PARTY TO ANOTHER PARTY SHALL BE GIVEN BY LETTER-FAX AND/OR REGISTERED POST AND MUST BE SIGNED BY THE SENDER, CHANGE OF ADDRESS MUST BE GIVEN IN WRITING.
12. TOTAL AGREEMENT: THIS SIGNED AGREEMENT SHALL CONSTITUTE THE ONLY NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT BETWEEN THE PARTIES HERETO. NO VERBAL REPRESENTATION WARRANTIES OR STATEMENTS BY THIRD PARTIES AND/OR ANY TRUSTEES SHALL HAVE ANY FORCE AND AFFECT WHATSOEVER ON THIS AGREEMENT
ANY AMENDMENT TO THIS AGREEMENT SHALL BE MADE IN WRITING AND SIGNED BY THE PARTIES HERETO AND SHALL BE WITNESSED AND/OR ATTESTED THERETO IN THE SAME FASHION AS THIS AGREEMENT.
(1) SIGNATURE:_________________________________
NAME OF SIGNATORY:M._________________________
Passport No:______________,Issue by:_____________
(2) SIGNATURE:_________________________________
NAME OF SIGNATORY:M._________________________
Passport No:______________,Issue by:_____________
(3) SIGNATURE:_________________________________
NAME OF SIGNATORY:M._________________________
Passport No:______________,Issue by:_____________
(4) SIGNATURE:_________________________________
NAME OF SIGNATORY:M._________________________
Passport No:______________,Issue by:_____________
CONFIRMATION OF BANK DOCUMENTS (NO.41)ON INVESTOR’S LETTERHEAD
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CONFIRMATION OF BANK DOCUMENTS
Date: ___________________________
To: PROGRAM MANAGER/TRADER
Re: Private Placement Program
Investor Transaction Code: _____________________
We,___(Name of Company)_______, represented by M.________________ (Title)_______________, undersigned, hereby irrevocably confirm with full responsibility and authority that we will provide accordingly by our Bank the following bank Documents:
1) Document MT-799
2) Document MT-760
3) Documents CASH DEPOSIT, STANDBY LC or BANK GUARANTEE issued only under our Name as unique Beneficiary. These Documents will be in safekeeping in the Issuing Bank itself or in its Branches. They can be confirmed with responsibility by International Prime Banks and will be in safekeeping in these Prime Banks or in their Branches.
All the above Documents will be communicated only by SWIFT and on the bank-to-bank basis.
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
FEE&COMMISSION PROTECTION AGREEMENT(NO.42)ON INVESTOR’S LETTERHEAD
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FEE AND COMMISSION PROTECTION AGREEMENT
Issued by: _____________________(Company Investor)
Represented by M._________________(Title)
Issuer
Issued to: Mr._______________________
Passport No: _______________
Date of Issue:_______________
Expiry date:_________________
Issue by: __________________
Beneficiary
Date of Issue: _________________
RE: INVESTOR’S TRANSACTION CODE: ____________(to be completed)
The undersigned, individually and collectively, hereby agrees and acknowledges that this instrument constitutes a guaranteed, irrevocable and unconditional directive to pay to the below listed Participant/Beneficiary:
Mr._______________________ (Beneficiary)
the following fee relative to the above referenced transaction:
FEE: _% (_____ percent)
upon the amount of the profit resulting from the realized H.Y.I.P. For the sum of USD.__________________ (_____________________MILLION UNITED STATES DOLLARS)
Said fee payment shall be paid to the Participant/Beneficiary, Paymaster, by way of Negociable Draft or Wire Transfer in United States Dollars upon transaction closing each day/week/or each term, payable to the above Participant/Beneficiary according to the bank coordinates which will be provided by the Beneficiary
ALL TRANSFERS ARE TO BE MADE MARKED ‘’SAME VALUE DATED, IMMEDIATE’’
The undersigned hereby agrees and guarantees that this pay order shall be lodged in our bank, with acknowledgment for transfer to the beneficiary, upon confirmation of the above referenced transaction. This pay order covers all rolls and extensions of the above referenced transaction.
All Parties agree that facsimile copies of a duly executed original of this document are as good as the original.
ISSUED AND EXECUTED BY
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
POWER AUTHORIZATION (NO.43)ON INVESTOR’S LETTERHEAD
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POWER AUTHORIZATION
VALIDITY FROM ___________200_
Date: __________ 200_
Known all men by these presents that, we, SILVER FOX Co., represented by M.___________________, _____(Title), do hereby certify on our behalf, made and appointed and by these presents hereby do constitute, make and appoint as our true and lawful Agent:
Dr.NGUYEN PHUC LIEN, Economist
Address: 22 Rue du Prieuré, 1202 GENEVA, Switzerland
Tel : 0041 22 731 82 66. Fax : 0041 22 738 28 08
Mobile : 0041 79 766 65 83 or 0041 79 766 65 72
E-Mail : wim-impact.drlien@bluewin.ch
drlien.wim-impact@bluewin.ch
Passport No. 315779
Issue date : 16 June 2003
Expiry date : 16 June 2006
Country of issue: SWITZERLAND
is authorized and empowered by our behalf and by us for developing our assets; for working directly with financial Partners/ financial Entities; for negociating terms and conditions of Agreements with Program Managers/ Traders in order to enter into the Private Placement Programs.
We herewith explicitly authorize the release of information to any Banks,Financial Organizations, Entities, Persons or Entities with whom the above named is transacting business. We also give and grant the above named the right and authority, in his financial activities in our favour to delegate and assign the power and rights granted herein.
This document is an operative instrument and will remain in full force and effect.
A facsimile or scan of this document shall be deemed as an original and shall be legally binding.
SINGATURE OF ASSIGNOR
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
SINGATURE OF ASSIGNEE
__________________________
Dr.NGUYEN PHUC LIEN
Mandate
Passport No. 315779
Issue date : 16 June 2003
Expiry date : 16 June 2006
Country of issue: SWITZERLAND
LETTER OF INTENT (NO.51)ON INVESTOR’S LETTERHEAD
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LETTER OF INTENT
Date: ___________________________
To: PROGRAM MANAGER/TRADER
Re: Private Placement Program
Investor Transaction Code: _____________________
We,___(Name of Company)___, represented by M.________________ (Title)_______________, undersigned, hereby confirm our full commitment and agreement to participate in an investment opportunity to a Program for one year, subject to our acceptance of terms, conditions and procedures that shall be outlined in the Private Placement Program.
Furthermore, we hereby warrant and represent that we have available for placement into the proposed investment the sum of _________________________________________
equivalent to __________________Hundred Million United States Dollars (USD._00’000’000.-) of clean, clear funds, free of all liens and encumbrances of non-criminal origin, and herewith attach documentary evidence of same (BANK CONFIRMATION OF FUNDS, Investor Transaction Code ________________________). We further confirm that we have full signatory authority and control thereof, and that such funds are available for immediate placement at our sole discretion.
We confirm and acknowledge, with full responsibility, that neither your company nor anyone else acting on your behalf has solicited us, that the documents that we shall receive shall not be deemed to be solicitation of funds in connection with an investment program; and, that we are approaching you voluntarily for the purpose of securing participation in a bona fide Secured Private Placement Program.
We are prepared to instruct our bank to act upon the funds as required pursuant to the specifics of this program.
We hereby request information from you covering the terms, conditions and procedures of secured investment and look forward to commencing the transaction, upon my acceptance of the agreement.
Facsimile documents, when properly endorsed, hereby declared to be treated as originals, and originals may be obtained upon request.
Sincerely,
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
CORPORATE RESOLUTION (NO.52)ON COMPANY’S LETTERHEAD
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CORPORATE RESOLUTION
OF THE BOARD OF DIRECTORS
KNEW ALL MEN BY THESE PRESENTS:
THAT I,____________________, (TITLE)___________OF (COMPANY NAME) _______________ DULY ORGANIZED, REGISTERED AND EXISTING UNDER THE LAWS OF (COUNTRY) ______________ WITH THE OFFICIAL OFFICE LOCATED AT: (ADDRESS):_____________________ _____________________________________, DO HEREBY CERTIFY THAT, DURING THE MEETING OF THE BOARD OF DIRECTORS HELD AT OUR OFFICE OR BY CONFERENCE ON (DATE) ____________________WHERE A QUORUM EXISTED, THE FOLLOWING EXCERPTS OF THE BOARD’S RESOLUTION NUMBER __________________HAVE BEEN UNANIMOUSLY ADOPTED AND APPROVED TO WIT:
RESOLVED: (NAME)_________________________________, (TITLE)_____________________
IS HEREBY AUTHORIZED TO SIGN AND APPOINT AN AUTHORIZED SIGNATORY AND MANDATE FOR VERIFYING AND BLOCKING OF OUR FUNDS IN THE AMOUNT OF USD.__________________(IN WORDS:_______________________UNITED STATES DOLLARS) FOR A PERIOD OF ___________ COMMENCING ON OR BEFORE: (DATE)_______________TO INVEST IN PRIVATE PLACEMENT PROGRAMS.
FURTHERMORE, THE APPOINTED AUTHORIZED SIGNATORY AND MANDATE IS EMPOWERED TO FUNCTION AND PERFORM ON OUR BEHALF, PLACE AND STEAD, ON ALL LEGAL DOCUMENTS INCLUDING BUT NOT LIMITED TO NEGOCIATION OF BANK CONTRACT(S), AGREEMENT(S), GUARANTEE(S), RECEIPT(S), SIGN ALL RELATED NECESSARY CONTRACT(S), AGREEMENT(S), OPEN ALL NECESSARY ACCOUNT(S) AND BLOCK OUR FUNDS IN ORDER TO BRING INTO OUR DESIGNATED BANK ACCOUNT OUR SHARE OF JOINT PROFITS EMANATING FROM AN INVESTMENT PROGRAM IN ALL RESPECTS OF THE TRANSACTION RELATED TO THE ABOVE FUNDS USD._________________(IN WORDS:__________________ UNITED STATES DOLLARS).
A FACSIMILE OF THIS DOCUMENT SHALL BE DEEMED AS AN ORIGINAL AND SHALL BE LEGALLY BINDING.
IN WITNESS THEREOF, I HAVE HEREUNTO SIGNED ON THIS ___DAY OF___________200__.
FOR (COMPANY NAME) WITNESS:
________________________________ _________________________________
M._______________________________ M._______________________________
Title:_____________________________ Secretary
Passport No.:_____________________ Passport No.:_____________________
Country of issue:__________________ Country of issue:__________________
CLIENT INFORMATION SHEET (NO.53)ON INVESTOR’S LETTERHEAD
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CLIENT INFORMATION SHEET
Date: ___________________________
01- Investor (Signatory) Name: _____________________________
02- Nationality: ________________
03- Passport Number: ________________
04- Issue date: ________________
05- Expiration date: ________________
06- Country of Issue: ________________
07- Date of birth: ________________
08- Place of birth: _____________________________
09- Home Address: _____________________________
_____________________________
_____________________________
10- Home telephone Number: ________________
11- Home Fax Number: ________________
12- Mobile telephone Number: ________________
13- E-Mail Address: _____________________________
14- Business Name: _____________________________
15- Business Address: _____________________________
_____________________________
_____________________________
16- Buisiness telephone Number: ________________
17- Business fax Number: ________________
18- Buisiness E-Mail Address: _____________________________
19- Business Registered Number: ________________
20- Date of Incorporation: ________________
21- Country of Incorporation: ________________
22- Years of Business Activities: ________________
23- Business Sector Activities: _____________________________
24- Legal Advisor/Firm: _____________________________
_____________________________
Lawyer Licence:________________
25- Firm Address: _____________________________
_____________________________
Tel.: _________________________
Fax: _________________________
E-Mail:_______________________
26- Name of Funds Owner: _____________________________
27- Funds available for Investment: _____________________________
(In words:_____________________
_____________________________
_____________________________
28- Address for Courier Delivery: _____________________________
_____________________________
_____________________________
INVESTOR WILL HAVE TO SWEAR UNDER PENALTY OF PERJURY THAT THE INFORMATION GIVEN ABOVE IS ACCURATE AND TRUE.
SIGNATURE OF SIGNATORY
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
SUMMARY OF THE FUNDS HISTORY (NO.54)ON INVESTOR’S LETTERHEAD
-----------------------------------------------------------------------------------------------
SUMMARY OF THE FUNDS HISTORY
Date: ___________________________
To: PROGRAM MANAGER/TRADER
Dear Sirs,
Undertaking to be given to the Program/Trading Principal(s) Bank Order that everything may be in place to ensure proper execution of the obligations concerning verification of the Identity of the contracting Partner and identification of the Beneficial Owner, herewith is Client (Principal/Signatory) Information.
The Information shall be kept private and confidential and shall be issued only for the above purposes.
Investor (Signatory) Name: _____________________________
Nationality: ________________
Passport Number: ________________
Issue date: ________________
Expiration date: ________________
Country of Issue: ________________
Date & Place of birth: _____________________________
Business Name: _____________________________
Business Address: _____________________________
_____________________________
Buisiness telephone Number: ________________
Business fax Number: ________________
Buisiness E-Mail Address: _____________________________
Business Registered Number: ________________
Date of Incorporation: ________________
Country of Incorporation: ________________
Legal Advisor/Firm: _____________________________
_____________________________
Lawyer Licence:________________
Firm Address: _____________________________
_____________________________
Tel.: _________________________
Fax: _________________________
E-Mail: _______________________
Years of Business Activities: ________________
Business Sector Activities/Products: 1)___________________________
_____________________________
2)___________________________
_____________________________
Commercial Activities/Markets: 1)___________________________
_____________________________
2)___________________________
_____________________________
Funds available for Investment: _____________________________
(In words:_____________________
_____________________________
BANK NAME: _____________________________
BANK ADDRESS: _____________________________
_____________________________
ACCOUNT NAME: _____________________________
ACCOUNT NUMBER: _______________
BANK OFFICERS: _____________________________
SWIFT CODE: _______________
Purpose of Investment: _____________________________
This is a request for information on entry into a Private Placement Transaction. I affirm under penalty of perjury that all information provided is true and that all beneficial owners of the entry capital have been disclosed. Bank to Bank confirmation of this capital is authorized.
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
AUTHORIZATION TO VERIFY FUNDS (NO.55)ON INVESTOR’S LETTERHEAD
-----------------------------------------------------------------------------------------------
AUTHORIZATION TO VERIFY FUNDS
Date: __________________
To: PROGRAM MANAGER/ TRADER
INVESTOR’S TRANSACTION CODE:___________________
I, M____________________________ representing _________(Name of Company)___________________, Investor, Passport No___________,Issue date:______________, Expiration date:__________________,Issued by:________________________________ Address:___________________ _____________________________________________,
with full responsibility and under penalty of perjury, duly authorized, hereby authorize the Program Manager/ Trader to verify the availability of assets on deposit in my Bank through a bank institution on the principle of bank-to-bank basis:
Type of Assets: CASH
Bank Name: ______________________________
Address: ______________________________
Telephone Number: ________________
Telefax Number: ________________
ABA Number: ________________
SWIFT Code: ________________
Account Number: ______________________________
Account Name: ______________________________
Bank Officers: ______________________________
______________________________
Sincerely
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
NON-SOLICITATION LETTER (NO.56)ON INVESTOR’S LETTERHEAD
-------------------------------------------------------------------------------------
NON-SOLICITATION LETTER
Date: ___________________________
To: PROGRAM MANAGER/TRADER
I, __________________________,Passport Number_____________, Issue date:_______, Expiration date:_____________________, Issued by:_____________________________; ADDRESS:_______________________________________________________________, representing_______________________(Name of Company)_______________________
do hereby confirm that I have requested from you and your associates, specific confidential information and documentation regarding a currently available Private Placement Program to serve for our interest, purposes and understanding only, and not for further distribution. I am hereby agreeing to keep all information received by you as STRICTLY CONFIDENTIAL AND PROPRIETARY.
I hereby declare that I am fully aware that the information presented by you is not in any way considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general knowledge and educational purposes only. I affirm that I have requested information from you and your associates of my own choice and free will, and further that you have not solicited me in any way.
I understand that the completed transaction is strictly one of private placement, and that it is in no way replying upon or relating to United States Securities Act of 1933 or related regulations, and it does not involve the sale of registered securities. Further, I hereby declare that I am not a licensed broker or government employee. I have mutually agreed that this private placement transaction is exempt from the Securities Act, and is not intended for the general public, and all matters are for PRIVATE USE ONLY.
Sincerely,
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
NC-ND AGREEMENT(NO.57) (confirmed by the Investor)ON INVESTOR’S LETTERHEAD
------------------------------------------------------------------------------------------------------------
NON-CIRCUMVENTION AND NON-DISCLOSURE
AGREEMENT
Date: ____________________
TO WHOM IT MAY CONCERN
Furthmore, this document shall also serve as a NON-CIRCUMVENTION & NON-DISCLOSURE (NCND) agreement to be in effect for this and any future transaction between the Account Holder (Investor) and the Trader and/ or their Agents, as stipulated under the ICC Regulatory Rules for the preservation and proctection of individual contacts and sources for a period of Five (5) years.
Information exchanged pursuant to the transaction contemplated in my Letter of Interest constitutes a trade secret within the meaning of the Economic Espionage Act of 1996 (18 U.S.C. 1839 /3/). This same protection applies to Agents on subsequent contracts, extensions, rollovers, additions, re-negociations, and renewals.
The possible transfers or assignments of referenced contracts to any third party will be binding on same for the same period of time.
A facsimile of this document shall be considered as an original, binding and legally enforceable document.
With full authority,
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
SUMMARY OF PROJECT (NO.58)ON INVESTOR’S LETTERHEAD
-------------------------------------------------------------------------------
SUMMARY OF THE PROJECTS
TRANSACTION CODE: _________________
Date: ___________________________ 200_
The Private Placement under the TRANSACTION CODE: _______________ has as purpose the Funding to the following Projects:
1. The Agriculture Development Projects: ___, Region Nord-East of ________________ Costs: USD. 000’000’000.00
2. Reconstruction of ______and the Protection System against the inundation from ________. Costs: USD. 000’000’000.00
3. Electric Central Project on _______________. Sale Electricity to ___________________. Costs: USD. 000’000’000.00
4. Railway from City ________to City________, then to the Frontier Nord . Costs: USD. 000’000’000.00
5. The Construction of 4 Hospitals _____________ with International Standard. Costs: USD. 000’000’000.00
6. Popular Floating Houses Project in____________, against annual inundation. Costs: USD. 000’000’000.00
For______(Name of Company)
_____________________________
M.___________________________
Authorized Signatory
Passport No.: _________________
Country of Issue: _______________
TEXT MT-799(ON BANK LETTERHEAD)
-------------------------------------------------
Swift WIRE CONFIRMATION FORMAT MT- 799
Date: ______________, 200_
TO: BANK:_____________________________________________
Address: _______________________________________
_______________________________________
_______________________________________
BANK OFFICER NAME: _______________________________________
ACCOUNT NUMBER: _______________________________________
ACCOUNT NAME: _______________________________________
_______________________________________ SWIFT CODE: ________________________________
FROM : BANK:______________________________________________
Address: ________________________________________
________________________________________
Bank code: ________________________________________
Branch Code: _______________________________________
Account Name: ________________________________________
Account Number: ________________________________________
Bank Officer: ________________________________________
We, _________________(Bank) represented by the undersigned officers, hereby confirm with full bank responsibility and liability that we acknowledge that an amount of USD._______________________________________(_____________________________ United States Dollars) Face Value ______________________________(bank Document) has been unilaterally and firmly reserved by our client ______________________ Account Numbered: ________________ and reserved in favour of your client account holder _______________________________ with Account Numbered: _______________ for a period of one year and one day from the date of issue of this message for their full use and benefit.
We also confirm that our client has full custody over said funds in their account and these funds shall remain reserved under their exclusive instructions.
We further confirm that these funds are good, clean, cleared, unencumbered and legitimately earned funds of a non-criminal origin and freely available for investment.
We also confirm that these funds letter has been issued with full bank responsibility and that this reserved funds letter is freely available to the named beneficiary herein, __________________________________ to obtain a credit for their use.
These funds and this communication may be verified only on a bank to bank basis.
This is an operative instrument transferable and assignable.
…………………………………. ………………………………………
Bank Officer`s Name Bank Officer`s Name
Title Title
Number Number
TEXT MT-760(ON BANK LETTERHEAD)
------------------------------------------------
Swift WIRE CONFIRMATION FORMAT MT- 760
Date: ______________, 200_
TO: BANK:_____________________________________________
Address: _______________________________________
_______________________________________
_______________________________________
BANK OFFICER NAME: _______________________________________
ACCOUNT NUMBER: _______________________________________
ACCOUNT NAME: _______________________________________
_______________________________________ SWIFT CODE: ________________________________
FROM : BANK:______________________________________________
Address: ________________________________________
________________________________________
Bank code: ________________________________________
Branch Code: _______________________________________
Account Name: ________________________________________
Account Number: ________________________________________
Bank Officer: ________________________________________
We, ______________________(Bank), represented by the undersigned officers, hereby confirm with full bank responsibility and liability that we acknowledge the issue and deposit in amount of US$__________________ (______________________ United States Dollars) ___________________________(bank Document) held in custodial account in the Name of: __________________________
We confirm that this ________________________(bank Document) is blocked to your Client in favour of your client account holder with Account Numbered: _____________, for a period of one year and one day from the date of issue of this message for their full use and benefit at the discretion as they may deem fit.
We further confirm that these funds are good, clean, cleared, legitimately earned cash of a non-criminal origin and this Account is freely unencumbered and available.
We further confirm that the original hard copy of the SWIFT shall follow to your banking coordinates within five (5) banking days.
This communication may be verified only on a bank to bank basis.
This is an operative instrument transferable and assignable.
…………………………………. ………………………………………
Bank Officer`s Name Bank Officer`s Name
Title Title
Number Number
Example ONE: Text of Draft of Contract: PARTNERSHIP AGREEMENT (NO.71)
This Agreement is entered into by and between:
Financial Group ______, a _________(Name of Conutry) Corporation registered in the _____________ and/or its assigns (“XXXX”)
and
______________(Individual or Company) (Investor) and/or assigns (“UNDERWRITER”).
R E C I T A L S:
WHEREAS, the parties herein propose to form a partnership to engage in the business of buying and selling (“trading”) certain financial instruments;
WHEREAS, XXXX is organized under the laws of the State of California and the United States of America for the purposes of providing counsel and advice to clients regarding the management of various tangible and intangible assets;
WHEREAS, UNDERWRITER has tangible assets in the form of unencumbered United States Dollars that it wishes to use to engage in the buying and selling of certain financial instruments;
WHEREAS, XXXX has certain specific capabilities to arrange for the purchase and sale of financial instruments;
WHEREAS, UNDERWRITER desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of, or available to, XXXX and to have XXXX undertake the duties and responsibilities hereinafter set forth;
WHEREAS, XXXX is willing to undertake to render such services on the terms and conditions hereinafter set forth and to contribute its expertise, knowledge, and capabilities to the mutual benefit of the parties hereto;
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WHEREAS, UNDERWRITER has agreed to make available a BG from ______________Bank, in the amount of $300,000,000 or More (Three hundred Million US dollars or More) (the “ASSETS”) for the purpose of underwriting certain buy and sell transactions, first by short term Program then by long term Program during 40 (forty) weeks renewable by mutual consent as described herein for the mutual benefit of the parties hereto;
WHEREAS, the parties desire to form a partnership (the “PARTNERSHIP”), by execution of this Agreement for the purposes provided to fix and define their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned;
NOW, THEREFORE, in consideration of mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to constitute themselves as joint partners (the “PARTNERS”) for the purposes set forth herein, and intending to be legally bound hereby, the parties hereto do covenant, agree, and certify as follows:
1. Formation of Partnership
The PARTNERSHIP shall be formed as a Limited Partnership organized under the laws of __________________________.
1.1 General Partner
XXXX shall act as the General Partner and assume all duties and responsibilities, as described herein, for operating and managing the PARTNERSHIP. In exchange for accepting these responsibilities and contributing its skill, expertise, contacts, technology, and other resources to the PARTNERSHIP, XXXX shall participate in any profits generated by the PARTNERSHIP as set forth herein.
1.2 Limited Partners
The UNDERWRITER shall act as a Limited Partner and have no responsibilities for operating or managing the PARTNERSHIP. In exchange for providing certain financial consideration herein described, the UNDERWRITER shall participate in any profits generated by the PARTNERSHIP as set forth herein.
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1.3 Name
The PARTNERSHIP shall be known by the name: SOWELL Trading LLP (or to be determined)
Principal Place of Business:
The PARTNERSHIP shall have its principal business office co-located with the offices of
______ ___________________, Address:____________________________
or at some other location agreeable to the PARTNERS.
2. Contributions and Participation of Partners
2.1 UNDERWRITER
The UNDERWRITER shall contribute funds in the amount of $300,000.000 or more (Three Hundred Million US Dollars or more) (the “ASSETS”) in the form of BG/LC from _________________Bank. The ASSETS shall be returned to the UNDERWRITER in its entirety at the completion of this Agreement. The UNDERWRITER and/or assigns will be paid 50% (Fifty Percent) of all net profits and be responsible for 50% (Fifty Percent) of all expenses, fees, and other legitimate costs of the business of the PARTNERSHIP. (These expenses will be deducted out from the settlement of the first tranche transaction).
2.2 XXXX.
E.D.E.S shall contribute the skills, experience, expertise, technology, contacts, relationships, and other resources required to earn profits for the PARTNERS by leveraging the ASSETS in certain financial transactions as described herein. XXXX and/or assigns will be paid 50% (Fifty Percent) of all profits and be responsible for 50% (Fifty Percent) of all expenses, fees, and other legitimate costs of the business of the PARTNERSHIP. (These expenses will be deducted out from the settlement of the first tranche transaction).
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3. Duties and Responsibilities of Partners
3.1 UNDERWRITER
The UNDERWRITER agrees to make the ASSETS available to the PARTNERSHIP for the term of this AGREEMENT and to provide XXXX, as the General Partner, with sufficient access to the ASSETS to establish a line of credit secured by the ASSETS for the mutual benefit of the partners. The proceeds of this line of credit shall be used to make such investments as may be acceptable to the PARTNERS.3.2 XXXX
XXXX agrees to structure, operate, and manage the PARTNERSHIP, to procure a line of credit secured by the ASSETS, and to arrange, execute and monitor all financial transactions as described herein for the mutual benefit of the PARTNERS. The PARTNERS agree that XXXX, as General Partner, shall have the legal authority and Power of Attorney to negotiate and execute binding contracts on behalf of the PARTNERSHIP for the purposes of and within the restrictions set forth in this AGREEMENT. XXXX agrees to safeguard, on a “best effort” basis and to the limit of its abilities, the integrity of the ASSETS and to return the ASSETS in its entirety and unencumbered to the UNDERWRITER at the completion of this AGREEMENT.
4. Management and Operation of Partnership
4.1 Line of Credit
XXXX shall, on a “best effort” basis, attempt to procure a credit line secured by the ASSETS. The proceeds derived from this line of credit (the “FUNDS”) shall be used by the PARTNERSHIP to engage in trading transactions as described herein for the mutual benefit of the PARTNERS. The PARTNERS agrees that the UNDERWRITER will provide XXXX with such access to the ASSETS as may be required to procure this line of credit. XXXX agrees that it will make a “best effort” attempt to secure a line of credit equal net to __% of the authenticated value of the ASSETS after minus Banking fee and interest. The Bank Guarantee from _______(issuing Bank) will be sent to ______________Bank (or other major Banks, if there is a need to change the bank due to any event requirement, the replacing bank will have the same or better) The PARTNERS further agrees that, upon the successful issuance of the line of credit, XXXX is authorized to make payments of ___% of the authenticated value of the assets to cover banking fees, interest.
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Location of FUNDS: The PARTNERS agrees to establish a joint account with Wells Fargo Bank, USA (We reserve the right to change the bank for the Short term program, but, the bank will be equivalent or better) and deposit the FUNDS into this account. The bank, the type of account, and the location must be acceptable to the PARTNERS. This bank account will be the PARTNERSHIP’S “HOME ACCOUNT”. The UNDERWRITER agrees to leave the principal amount of the FUNDS as set forth above on deposit in the HOME ACCOUNT and available to the PARTNERSHIP under the conditions and provisions set forth herein for the duration of the term of this AGREEMENT. The PARTNERS further agree that all profits will be deposited into the HOME ACCOUNT, and all payments and disbursements will be made from the HOME ACCOUNT.
4.2 Security of FUNDS
E.D.E.S acknowledges and agrees that its first and foremost responsibility to the UNDERWRITER is to maintain the security and integrity of the FUNDS. The UNDERWRITER requires, and _______ agrees, that the FUNDS and/or purchased bank instruments shall be held in the name of the PARTNERS at all times, and that ______ shall not take possession of, pledge, promise, encumber, or otherwise diminish the value of the FUNDS at any time except under the terms and conditions set forth herein.
4.3 Restricted Use of FUNDS
XXX shall make use of the FUNDS to generate earnings, dividends, profit sharing, and other returns for the PARTNERS (the “RETURNS”) by buying certain debentures and other financial instruments and re-selling them at a profit. Any and all RETURNS will be shared between the PARTNERS as set forth herein above. The PARTNERS understand and agree that _______, as General Partner, is restricted in the use of the FUNDS by the provisions set forth herein. _______ shall use the FUNDS only to buy and sell Senior Bank Debentures in the form of Medium Term Notes issued by major Western European or US banks (the “INSTRUMENTS”) in various denominations of US Dollars, Euros, or other currencies to be approved by the UNDERWRITER.
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4.4 Transactions
During the term of this AGREEMENT, the PARTNERS expect to participate in one or more “TRANSACTIONS” in which INSTRUMENTS may be bought and sold. Each TRANSACTION shall be governed by a “Purchase Contract” defining the purchase of INSTRUMENTS from a seller, and an “Exit Contract” defining the sale of INSTRUMENTS to a buyer. The PARTNERS agree that ______ shall have full authority to negotiate and bind all Purchase and Exit contracts on behalf of and for the mutual benefit of the PARTNERS.
4.5 Transaction Tranches
Each purchase and subsequent sale of an INSTRUMENT or group of INSTRUMENTS within a TRANSACTION shall be considered to be one trading “TRANCHE”. Each TRANCHE shall be completed (“settled”) when the FUNDS used to purchase the INSTRUMENTS along with any profits generated by the sale of the INSTRUMENTS are re-deposited in the HOME ACCOUNT. All TRANCHES shall be initiated from the HOME ACCOUNT and settled into the HOME ACCOUNT, excepting for the distribution of profits, costs, fees, and other expenses as set forth herein.
4.6 Returns and Costs
The PARTNERSHIP will distribute “RETURNS” earned by the completion of TRANCHES to the PARTNERS, and shall pay all fees, commissions, costs, and other expenses related to each TRANCHE at the successful conclusion and settlement of each TRANCHE.
Short Term Program:
To be announced precisely when fund is available. During this period of time, we recommend funds to stay for accumulation and only a very small portion of profit can be disbursed.
Long term Program:
a) Rate of Returns
_______ agrees not to engage in TRANSACTIONS in which it cannot reasonably expect to earn a profit. As of the date of execution of this agreement, _______ has full expectations of being able to earn a gross profit of up to 20% or better per TRANCHE
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Rate of Accrual
RETURNS shall be accrued to the PARTNERSHIP as TRANCHES are settled. _______ has expectations to achieve one or more TRANCHE settlements per banking day.
b) Frequency of Payments
RETURNS, fees, commissions, wire charges, and other expenses shall be paid by the PARTNERSHIP as TRANCHES are settled.
c) Ability to Achieve Results
XXXX attests and represents that on the date of execution of this AGREEMENT that it has the ability and full expectations of achieving the results defined by the terms and conditions of this Agreement.
d) Methodology of Payments
Payments shall be made via bank wire to the PARTNERS as each TRANCHE is settled. Full banking coordinates for the PARTNERS shall be exchanged upon the execution of this AGREEMENT.
4.7 Accountability
E.D.E.S shall provide the PARTNERS with monthly statements, delivered electronically via email, via facsimile, or via courier as requested by the PARTNERS. These statements shall detail the TRANCHES opened and settled, and the RETURNS accrued during the preceding month.
4.8 Records and Auditing
The FUNDS and all transactions completed in the operation of the PARTNERSHIP are to be recorded in books of account in accordance with accepted accounting procedures. These books are to be open for the inspection of each of the PARTNERS at all times.
5. The Contract Amount
The PARTNERS enter into this PARTNERSHIP with the intention and purpose of engaging in a total transaction value of at least $500,000,000,000.00 (five hundred billion US dollars) (the “CONTRACT AMOUNT”). Extensions to the CONTRACT AMOUNT may be possible with the permission and cooperation of all PARTNERS.
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6. Effective Date, Term, and Termination
6.1 Effective Date of the AGREEMENT
This AGREEMENT shall commence and become effective on the date on which all PARTNERS have executed it and a countersigned original has been delivered to all PARTNERS (the “EFFECTIVE DATE”). The PARTNERS understand and agree, however, that following the Effective Date of this AGREEMENT, XXXX, as General Partner, will execute contracts on behalf of the PARTNERSHIP with Third-Party providers and buyers of Medium Term Notes in volumes sufficient to satisfy the CONTRACT AMOUNT as set forth above. As of the date of execution of this AGREEMENT, XXXX attests that it has written offers in hand that have been delivered to XXXX by both providers and buyers in sufficient quantities to satisfy the CONTRACT AMOUNT. The PARTNERS understand and agree that XXXX has no control or authority over the providers and buyers, and that this AGREEMENT may therefore be terminated without prejudice or penalty by XXXX until such time as binding contracts have been executed between the PARTNERSHIP and the Third-Party providers and buyers sufficient to satisfy the CONTRACT AMOUNT.
6.2 Term of the AGREEMENT
This AGREEMENT shall remain in force until the total value of all TRANCHES meets or exceeds the CONTRACT AMOUNT, at which time the AGREEMENT shall be considered to have been “completed” unless extended by mutual consent of the PARTNERS. The PARTNERS understand and agree that once contracts have been established with Third-Party providers and buyers, the PARTNERS will be irrevocably committed to the terms and conditions of this AGREEMENT until the AGREEMENT has been completed as defined herein above.
6.3 Dissolution Upon Completion
Upon the completion of this AGREEMENT as set forth herein above, any and all residual RETURNS will be distributed to the PARTNERS, any and all residual expenses, fees, and other legitimate costs of doing business shall be paid by the PARTNERSHIP, and the entirety of the FUNDS shall be returned intact to the UNDERWRITER.
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6.4 Early Termination of the AGREEMENT
The PARTNERS understand and agree that upon execution of this AGREEMENT commitments will be made to, and contracts will be signed with, providers and purchasers of Medium Term Notes sufficient to satisfy the CONTRACT AMOUNT. The PARTNERS further understand and AGREE that once these commitments and contracts have been made with such Third-Parties, this AGREEMENT may not be terminated by the PARTNERS for any reason until the AGREEMENT has been completed as set forth above and that any inability to complete this AGREEMENT after it has been executed may expose the PARTNERS to criminal and/or civil prosecution. Noting in this AGREEMENT, however, shall be construed to prohibit XXXX from terminating this agreement without penalty prior to executing contracts with Third-Party providers and buyers as set forth above, or from terminating this contract at any time, and at its sole option, without penalty should a Third-Party provider or buyer fail to perform according to the terms and conditions of an executed purchase or sale agreement. Further, the PARTNERS agree that XXXX has the right to terminate this AGREEMENT without penalty should it be unsuccessful for whatever reason in procuring a suitable line of credit as defined above. Nothing in this AGREEMENT shall prevent a PARTNER from enforcing its rights by such remedies as may be available in lieu of termination.
7. Notices
All notices, consents, and demands under this AGREEMENT shall be in writing and may be delivered personally, sent by telegram, telex, air courier, or facsimile or may be forwarded by first-class registered or certified mail to the address for each party set forth below, or to such address as each party may from time to time specify by notice. Any notice delivered or sent by telegram, telex, or facsimile shall be deemed to have been given and received on the business day next following the date of delivery, but only if written proof of delivery can be produced. Any notice mailed as aforesaid shall be deemed to have been given and received on the fifth (5th) business day following the date it is posted, providing that if between the time of mailing and the actual receipt of the notice there shall be a mail strike, slowdown, labor dispute or other condition which might affect delivery of the notice by the mail, then the notice shall be effective only if actually delivered. Each party’s proper address shall be the address set forth below unless and until a party specified another address by written notice to the other party:
Initials:______ _______ DRAFT OF CONTRACT, Page 09 of 13
XXXX________________
Name:________________
Address:______________
_____________________
Telephone:____________
Facsimile:_____________
UNDERWRITER
_______________________
__________, ____________
Telephone: _____________
Facsimile: ______________
8. Force Majeure
This Agreement is subject to the terms and conditions set forth by the International Commerce Commission regarding Force Majeure and Hardship and popularly known as the “ICC Force Majeure Clause 2003” and “ICC Hardship Clause 2003” as they are commonly applied to international banking and financial transactions. Further, XXXX will not be held responsible for the inability or failure to perform of any Third-Party not under its direct control.
9. Severability
If any provision of this AGREEMENT, or the application thereof to any person or circumstance, shall for any reason or to any extent be invalid or unenforceable, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remainder of this AGREEMENT, and the application of that provision to other persons or circumstances shall not be affected but, rather, shall be enforced to the extent permitted by law.
10. Assign ability
Neither this AGREEMENT, nor any rights or obligations conferred hereunder may be assigned in whole or in part by either party without obtaining the prior written consent of the other party. XXXX reserves the right, however, to assign this AGREEMENT at its option to any company or legal entity entirely under its control.
11. Successors
This AGREEMENT shall extend to and be binding upon the heirs, personal representatives, successors, and assigns of the parties hereto.
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12. Warranty of Authority
The persons executing and delivering this AGREEMENT on behalf of the parties represent and warrant that each of them is duly authorized to do so and that the execution of this AGREEMENT is the lawful and voluntary act of the parties.
13. Modifications
It is agreed by and between the parties hereto that this AGREEMENT may be modified only by a written instrument signed by all of the parties.
14. Waiver of Breach
The failure of either party to enforce for any time or for any period of time any of the provisions of this AGREEMENT shall not be construed as a waiver of the right of such party thereafter to enforce each and every such provision.
15. Governing Law
This AGREEMENT, and any disputes hereunder, shall be governed by the laws of the United States and the State of California. Any controversy or claim arising out of or in relation to this Agreement, or breach hereof, shall be finally settled by arbitration in California, U.S.A
a) The arbitration shall be conducted before three arbitrators in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce then in effect.
b) The PARTNER or PARTNERS requesting arbitration shall appoint one arbitrator and the other PARTNER or PARTNERS in the position of defendant shall jointly appoint a second arbitrator within thirty (30) days after receipt of a demand for arbitration. The arbitrators shall be freely selected, and the PARTNERS shall not be limited to any prescribed list. The two arbitrators thus appointed shall, within thirty (30) days after both shall have been appointed, appoint a third arbitrator who shall preside over the arbitration proceedings.
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16. Costs and Attorneys Fees
In the event that either party institutes mediation or legal action for the enforcement of any right, obligation, provision, or covenant of this AGREEMENT, the prevailing party shall be entitled to a reasonable attorney fees in addition to costs of suit.
17. Counterparts
This AGREEMENT may be executed simultaneously in two or more counterparts, all of which together shall constitute one and the same instrument and when so signed shall be deemed to bear the date first written below.
18. Language and Translations
This AGREEMENT is written in the English language and executed in two counterparts, each of which shall be deemed an original. The English language text of the AGREEMENT shall prevail over any translation thereof.
19. Confidentiality
Except as required by law or as reasonably required in order to enable and execute the transactions contemplated herein, the PARTNERS agree to maintain the confidentiality of all information and data relating to the business of the PARTNERSHIP and each other, including, without limitation, economic, financial and/or personal information, disclosed, directly or indirectly, or disclosed by visual inspection, and shall not disclose such information and data to a third party without the prior written consent of the other PARTNERS
20. Entire Agreement
All of the terms and conditions of the AGREEMENT between the parties are contained herein, and no representations or inducements have been made other than those specifically set forth.
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IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first written above.
For XXXX Group For_____________ . (“UNDERWRITER”):
Signature ________________________ Signature ________________________
Name: __________________ Name:_____________________
Title: __________________ Title: ______________________
Date: __________________ Date: ______________________
Witnesses:
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============================
Example TWO: a Trading Contract (No.71)
============================
INVESTMENT AGREEMENT AND MANAGEMENT CONTRACT
BETWEEN
___________________________________
AND
____________________________________
DATED THIS _____th DAY OF _______ 2004
THIS AGREEMENT IS MADE THIS _____th Day of ______ 2004
BETWEEN
__________________________________________
Address:___________________________________
represented by: ____________________________
AND
__________________________________________
Address:___________________________________
Represented by:_____________________________
RECITALS:
A ___________ is a trading company with the ability, knowledge and affiliations with banks and commitment holders to manage this trading transaction.
B ___________ is an investor wishing to enter into a Buy/Sell trading transaction involving MTNs and Bank Guarantees for profit.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 In construing this Agreement no regard shall be had to the clause headings and in and for the purposes of this Agreement the following words and expressions shall have the following meanings (unless the context otherwise requires):
"Buy/Sell" means buying and selling of bank instruments.
"MTNs" means Medium Term Notes and or Bank Debentures.
"Fed" means Federal Reserve Bank of United States of America..
"Securities" means MTNs , Bank Guarantees. Etc
"Bank Instruments" means any document issued officially by banks with monetary value.
1.2 In this Agreement words denoting the singular number include the plural and vice versa and words importing one gender include the other genders and references to persons shall include corporations and vice versa.
1.3 The following Agreement shall be in effect for a period of one (1) year from date of the execution.
2. WHEREAS:
2.1 The investor has provided ____________________ in the amount of _________________ USD(_________________ United States Dollars) for the purpose of entering into a Buy/Sell Investment Program Managed by ____________, trading company, which consists of the purchase and sale of MTN's and BG's.
2.2 WHEREAS: The Investor has requested and Trader is ready to provide certain Guarantees and warranties with respect to;
2.3 NOW THEREFORE, in consideration of mutual covenants contained herein and of the investor providing the said Funds/Certificate of Deposit the Parties agree as follows:
3. WARRANTS AND CONFIRMS
3.1 Trading Company warrants and confirms that they have the capacity to contract directly with their banks and commitment holders to purchase and sell simultaneously various SECURITIES without risk and to provide a profit for the investor. Trading Company will act as Program Manager and Coordinator and is responsible for the program and contract performance.
3.2 The Investor herein is granting M.______________ of Trading Company a limited Power of Attorney to act on the Investors behalf in negotiations with bank officers, bank contracts agreements, guarantees, receipts and to have exclusive authority in the trading of bank instruments (buying and selling MTNs and Bank Guarantees). M.______________ of the Trading Company is hereby granted the power of attorney to negotiate and finalise the transaction for and on behalf of the investor
4.1 M.___________ of the Trading Company has at all times the authority to check incoming and outgoing document at the trading bank referring to this buy/sell transaction. The investor will inform the trading bank that this authority has been given to M.___________ of the Trading Company upon request.
4.PROCEDURES
4.1 After acceptance of all documentation by Trading Co. and agreements have been issued, signed and received by all parties, the investor will instruct his bank to issue a SWIFT Bank Commitment of Reservation of Funds, verification of funds into the following account:
Bank Name and Address: __________________________
Bank Account Number :____________________________
SWIFT Code: ____________________________________
Bank Telephone Number: __________________________
Bank Officer: M___________________________________
Account Holder: __________________________________
4.2 Upon receipt of the Bank Commitment of Reservation, Trading Co. will proceed in obtaining a cash back credit line for and on behalf of the Investor. The Credit Facility will request an (__(bank Document)___) be issued by the Investor’s bank upon granting the Credit Line.
4.3 Once the credit line has been obtained Trading Co. will open a joint account in ____________ Bank (Trading Bank) located in ____________, Switzerland for the receipt of the Cash Back Credit Line.
4.4 Upon receipt of the funds in Trading Bank, trading will commence within 2-3 banking days.
5. RETURNS
5.1 Subject to the fluctuations of the market it is envisaged the gross returns will be at a minimum of 15% (fifteen percent) and a high of 22% (twenty-two percent) normally somewhere in the middle of that range.
5.2 Number of transactions in the first two weeks, approximately three transactions per week, thereafter approximately eight per week
5.3 The gross profit percentages in clause 6.1 is after the 20% (twenty percent) deduction for the Federal Reserve Bank of America for humanitarian projects
6. PROFIT DISTRIBUTION
6.1 Out of the gross amount the profit will be distributed equally in two parts 50% (fifty percent) to the investor and 50% (fifty percent) to the trading entity. All fees, commissions, bank expenses, trading expenses, account expenses and recording expenses and any additional costs will be incurred concerning this buy/ sell transaction by the Trading entity. The net profit for the investor will be a MINIMUM of 50% per week.
6.2 For the distribution as in clause 6.1 a bank account in will be opened at Trading Bank in joint names and with joint signatures of the investor and the trader for the placement of the gross profit, being the difference between the buying price and the selling price of the MTNs and or the Bank Guarantees.
6.3 The joint bank account as set up in clause 4.4 is for the sole purpose as described in clause 6.2.
6.4 Distribution will take place after every Tranch and sent by SWIFT to the designated bank accounts nominated by the investor, trader and others.
6.5 The trader will submit the costs, expenditure and the break up of the distribution of profit by e-mail or fax to the investor, on receiving this submission the investor without delay, check to their satisfaction, and then authorise the bank and trader to released the funds as required.
7. CONFIDENTIAL
7.1 The information given in this agreement is STRICTLY CONFIDENTIAL BETWEEN THE PARTIES and must not be revealed to any third party.
7.2 All parties hereby acknowledge that the Non-Circumvention and Non- Disclosure conditions apply to this transaction for a period of 12 months from the date of execution of the agreement.
8. RISK
8.1 During each and every stage of the transaction, under no circumstances shall the investor’s principal funds be put at risk, loss or depletion. The funds will always remain under the investor’s full and sole control, with this control the investor, the program manager and any other parties will be unable to encumber the investor's funds in any way, so as to ensure that the investor's funds will be used only and exclusively for obtaining a credit line for the above mentioned buy/sell transaction.
9. JURISDICTION OF LAW
9.1 Parties acknowledge that this agreement is a full recourse commercial obligation constructed, concluded, and subject to interpretation under the laws of the courts of the United Kingdom, Switzerland and the United States of America under which laws the construction, interpretation, execution, validity, enforceability, performance and such other matters about this agreement shall be governed.
10. CONCLUSION.
10.1 After completion of the buy/sell transaction, this agreement shall end, taking into account the fact stated in clause 1.3
10.2 All parties have read and fully understand and irrevocably accept the contents of this agreement.
11. NOTICES
11.1 Any notices, documents, approvals, consents or other communications required or permitted or authorised to be given;
(a) By or to ______________ shall be given by or to him or his authorised representative
(b) By or to Trading Co. shall be given by or to its General Manager or his authorised representative.
11.2 Any notices, documents, approvals, consents or other communications required or permitted or authorised to be given to or served on any party hereunder shall be in writing and may be given by facsimile or by registered or certified mail and shall be deemed sufficiently given or duly received if addressed to the party intended as the recipient thereof at the respective addresses specified above, or to such address as either party may specify as its address for this purpose by notice in writing to the other. Any notices, documents, approvals, consents or other communications required or permitted or authorised to be given to or served on
(a) If by facsimile on the business day following its dispatch; or
(b) If by mail on the second business day following the day of posting.
A facsimile of this document shall be deemed as original, legally binding with full force and effect.
IN WITNESS WHEREOF the parties have executed this Agreement on this day.
Dated this __th day of __________ 2004
Signed for and on behalf of Signed for and on behalf of
____________(Investor Co.) _____________(Trading Co.)
___________________________ __________________________
Signature Signature
M._________________________ M._________________________
____________________________ __________________________
(Signature of Witness) (Signature of Witness)
Prof.Dr.NGUYEN PHUC LIEN M.________________________
(Name of Witness in Full)
AUTHORIZATION TO OBTAIN A CREDIT LINE (NO.72)ON INVESTOR’S LETTERHEAD
---------------------------------------------------------------------------------------------------------- AUTHORIZATION TO OBTAIN A CREDIT LINE
Between:
Company: ____________________________
Address: ____________________________
____________________________
Represented by: ___________________(Title)_____
And:
Trading Co.: ____________________________
____________________________
____________________________
Represented by: ___________________(Title)_____
We, __(Company)_________, represented by M._____________, (Title)_____ exclusively authorizes _______(Company)____ to obtain a Cash Backed Credit Line against the herein mentioned ___(bank Document)____ issued by Citibank, Singapore in the amount of ______________________ United States Dollars (_____,000,000.00 USD).
Both parties hereby fully agree that the cash backed credit line will be between _____% and _____% of face value less ____% to ____% for processing and application fees.
It is further agreed that ___(Company)__ will arrange for and open a bank account in ___(Trading Bank)___ for and on behalf of the owner to lodge the credit line. The credit line will be for the purpose of entering into a buy/sell transaction as outline in the Management and Investment Agreements.
Both parties hereby attest and agreed this __th day of _____ 200_.
Investor Trading Co.______________________
____________________________ _______________________________
M._____________________ M.__________________________
Title:___________________ Title:________________________
Passport No.: ___________ Passport No.: ________________
Country of Issue: _________ Country of Issue: ______________
VARIETIES_______________________________________________________
______________________________
OTHER FINANCIAL DOCUMENTS
______________________________
CONFIRMATION OF ISSUING BG/ SLC
(On Letterhead of Company)
TO WHOM IT MAY CONCERN
Date: _____________________
We, __________________(Company), Address:_______________________________ ________________ represented by M._______________________, (Title)___________, Passport No.____________, date of issue:_____________, date of expiry:___________, issued by__________________, hereby confirm, with full responsibility and under penalty of perjury, that our Bank, __________________, Address:_________________________ __________________________ will issue a Bank Guarantee/ Standby Letter of Credit in the Amount USD.____________ (in words:____________________________________, to secure the Credit/Cash agreed to us by any entities, private Lenders or Banks.
The Bank Guarantee/ Standby Letter of Credit will be issued and SWIFTED bank to bank.
Sincerely yours
FOR AND ON BEHALF OF__________________________
___________________________ (Name & Title)
LETTER OF COMFORT
(On Bank's Leeterhead)
To: ____________________________(Company)
Owner of Bank Account No.______________
Date: _____________________
This letter is to confirm to you that on the basis of your assets deposited in the Account No._________________ in our Bank, we are ready to issue Bank Guarantee/ Standby Letter of Credit in the Amount USD.________________ (in words:___________________ ________________________________) for your own use.
Sincerely yours
FOR AND ON BEHALF OF__________________________
Authorized Bank Officer 1 Authorized Bank Officer 2
___________________________ _________________________
(Name & Title) (Name & Title)
(Wording Text)
BANK GUARANTEE
(On Bank's Letterhead)
GUARANTEE NO.: __________________
CURRENCY: _________________________________
AMOUNT: __________________
DATE OF ISSUE: __________________
DATE OF MATURITY: __________________
ISSUING BANK: _________________________________
BENEFICIARY: _________________________________
FOR VALUE RECEIVED, WE, THE UNDERSIGNED,____________________________, ADDRESS:___________________________________, HEREBY CONFIRM UNDER PENALTY OF PERJURY WITH FULL BANK AUTHORITY AND RESPONSIBILITY, AND IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST AND NOTIFICATION PROMISE AND GUARANTEE TO PAY AGAINST THIS BANK GUARANTEE TO THE ORDER OF___________________, OR OF (HIS, HER, ITS) ASSIGNS THE BEARER OR HOLDER THEREOF AT MATURITY THE SUM OF________________(IN WORDS: _______________________IN THE LAWFULL CURRENCY OF___________________,
UPON PRESENTATION AND SURRENDER OF THIS BANK GUARANTEE AT THE OFFICE OF_____________________________, ADDRESS:______________________ _______________________________.
SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTION CHARGES, FEES OR WITHHOLDING OF ANY NATURE NOW AND HEREIN AFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY GOVERNMENT OF_______________________, OR ANY POLITICAL SUBDIVISION OF AUTHORITY THEREOF OR THEREIN.
THIS GUARANTEE IS ASSIGNABLE, DIVISABLE AND TRANSFERABLE WITHOUT PRESENTATION TO US AND WITHOUT THE PAYMENT OF ANY TRANSFER FEE.
THIS GUARANTEE IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDIT (LATEST VERSION) OF INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION NO.500.
THIS GUARANTEE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF __________________ AND OF SWITZERLAND.
THIS IS OPERATIVE INSTRUMENT.
FOR AND ON BEHALF OF__________________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2
___________________________ ___________________________
(NAME & TITLE) (NAME & TITLE)
(Wording Text)
STANDBY LETTER OF CREDIT
(On Bank's Letterhead)
STANDBY LETTER OF CREDIT NO.: __________________________________
SCREEN NUMBER: __________________________________
CURRENCY: __________________________________
AMOUNT: __________________________________
DATE OF ISSUE: __________________________________
DATE OF MATURITY: __________________________________
ISSUING BANK: __________________________________
BENEFICIARY: __________________________________
WE HEREWITH OPEN OUR STANDBY LETTER OF CREDIT NUMBER_____________ AS FOLLOWS:
WE,__________________________, ADDRESS:_______________________________ HEREBY IRREVOCABLY AND UNCONDITIONALLY WITHOUT PROTEST AND NOTIFICATION, PROMISE TO PAY AGAINST THIS STANDBY LETTER OF CREDIT NUMBER_____________ IN FAVOR ________________________________ OR THE HOLDER THEREOF AT MATURITY, IN LAWFUL CURRENCY OF _________________ THE SUM _______________ (IN WORDS: ____________________________________ UPON SURRENDER AND PRESENTATION TO US THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AT THE COUNTER ON MATURITY DAY, BUT NOT LATER THAN ONE YEAR AND ONE DAY.
SUCH PAYMENT WILL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTION FEES OR WITHHOLDING OF ANY NATURE, NOW OR HEREIN AFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE GOVERNMENT OF________________________ OR ANY POLITICAL SUBDIVISION OF AUTHORITY THEREOF OR THEREIN.
THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE RULE FOR THE STANDBY LETTER OF CREDIT UNDER PUBLICATION NUMBER 500, AS APPLICATION INTERNATIONAL CHAMBER OF COMMERCE (ICC) AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF________________________________AND OF SWITZERLAND.
THIS IS AN OPERATIVE INSTRUMENT.
FOR AND ON BEHALF OF__________________________
AUTHORIZED BANK OFFICER 1 AUTHORIZED BANK OFFICER 2
___________________________ ___________________________
(NAME & TITLE) (NAME & TITLE)
ketluan Những cuộc đình công tại Việt Nam có những lý do thuộc nội bộ và có những liên hệ đến cạnh tranh Kinh tế, Thương mại quốc tế. Chính vì vậy, nếu chế độ hiện hành ở Việt Nam chỉ dùng những biện pháp vá víu để giải quyết những lý do nội bộ về đình công, thì Đảng và Nhà Nước CSVN vẫn còn những lý do đến từ cạnh tranh quốc tế không thuộc thẩm quyền giải quyết của họ. Phải có những giải quyết “cách mạng“ căn bản phá bung chế độ chính trị hiện hành để có thể thiết lập một Môi Trường Chính trị—Luật pháp Dân chủ phù hợp (Environnement Politico-Juridique Démocratique Adéquat) cho một nền Kinh tế Tự do Thị trường thực sự hầu phát triển Kinh tế đất nước. Chỉ có phát triển Kinh tế thực sự mới có thể giải quyết được quyền DẠ DẦY của Dân chúng.
ketluan Những cuộc đình công tại Việt Nam có những lý do thuộc nội bộ và có những liên hệ đến cạnh tranh Kinh tế, Thương mại quốc tế. Chính vì vậy, nếu chế độ hiện hành ở Việt Nam chỉ dùng những biện pháp vá víu để giải quyết những lý do nội bộ về đình công, thì Đảng và Nhà Nước CSVN vẫn còn những lý do đến từ cạnh tranh quốc tế không thuộc thẩm quyền giải quyết của họ. Phải có những giải quyết “cách mạng“ căn bản phá bung chế độ chính trị hiện hành để có thể thiết lập một Môi Trường Chính trị—Luật pháp Dân chủ phù hợp (Environnement Politico-Juridique Démocratique Adéquat) cho một nền Kinh tế Tự do Thị trường thực sự hầu phát triển Kinh tế đất nước. Chỉ có phát triển Kinh tế thực sự mới có thể giải quyết được quyền DẠ DẦY của Dân chúng.
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