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AN OFFER OF ADVICE NOR SECURITIES

- CONFIDENTIAL & PRIVATE, NOT FOR PUBLIC USE –

Private Placement Programs (PPP)

“Managed Buy/Sell” or “Bank Trade” Program
Overview

The term “Private Placement” represents a category of investments that are not available on the open
market.

There exists a special type of Private Placement Program (PPP) that is sometimes referred to as a
Private Placement Investment Program, Private Placement Transaction Program, Private Placement
Opportunity, Managed Buy/Sell Program, Fiduciary Trade, or more simply as a “Bank Trade”. These
involve bank trades that bringing Bank Instruments from the Primary Market to the Secondary Market,
usually Medium Term Notes (MTNs).

These are private and by invitation only. Trading does not take place in the US, but occurs primarily in
Europe (London, Zurich, Geneva) and Asia (Hong Kong, Singapore) among top-tier banks. They are
only available to Ultra High Net Worth Individuals or qualified Institutional Investors. They occur at
the upper echelons of the world financial system and are not available to the general public. The
returns are usually contractual double-digit monthly returns and the capital is not put at risk in the
trading. With properly structured programs, the Investor's capital never even leaves their own bank
account. Trade proceeds are usually disbursed weekly, over a 40 week period (international banking
weeks over 12 calendar months).

These are regulated by strict guidelines established by the Federal Reserve, European Central Bank,
and the Bank of International Settlement (BIS) and both Traders and participating financial institutions
require special licenses in order to participate.

Trade Platforms are middle-men organizations that facilitate non-typical transactions, put the contract
in the Platform's name, and they split the profits with the Investor (usually 25% to 50%), thereby
adding an element of risk and cost. However, a cash investor with sufficient capital can bypass a Trade
Platform and participate directly with the Trade Desk, receiving a contract on bank letterhead, with full
banking responsibility. Intermediaries in the form of a Program Manager and a Facilitator serve to pre-
qualify investors, answer their questions, and get all the necessary compliance documents.

Due diligence is undertaken by the Investor once they have the contract from the Trader stipulating the
terms and procedures, on bank letterhead, with full banking responsibility. The serial number of that
contract and the banking license of the Trader can easily be verified by the Investor's own banker.
After reviewing the contract and performing banker due diligence, the Investor then decides if they
want to move forward or not.

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Background

The “United States Department of the Treasury” (US Treasury), fulfilling its responsibilities under the
Bretton Woods Agreement, developed the Medium Term Note (MTN) by employing established
European financing methods through which banks and financial institutions commonly finance long-
term loans by selling Letters of Credit or Bank Notes of medium term to provide funding for loans.

The MTN bank issues are debt instruments that are legally allowed to be excluded from the debit side
of their ledger or "off-balance sheet", but count towards the banks capital reserves. Funds received by
issuing these instruments rank at equal rate with depositors accounts, but these are long-term
“contractual obligations” and as such are allowed to be listed in the footnotes instead of on the balance
sheet. In simple terms, the bank deposits the net proceeds of the newly issued MTN into the bank's
asset or credit side of its ledger without any offsetting debit. As banks have the ability to borrow funds
on a leveraged ratio against their capital reserves, in order to engage in fractional reserve lending, this
method of financing can be very profitable.

In the post-World War II era, the Bretton Woods Agreement created a stable international financial
system and to finance macroeconomic projects to re-build parts of Asia and Western Europe. The US
Treasury and the “Federal Reserve System” (Federal Reserve) developed an instrument that may be
traded to create new credit and that credit would be used in specific approved macroeconomic projects,
allowing such funds and credit to be applied in geographical areas requiring credit and cash infusions to
survive and grow.

While that understanding or intent remains true today, it is no longer always a necessary requirement to
involve an economic project / humanitarian project. Investors can engage in wealth creation or project
funding, depending on the client's goal and the terms of the trade program.

The contracts to purchase and sell these trading instruments are managed and/or approved by the US
Treasury, which are administered by prime US and European bank syndicates.

The US Treasury or the Federal Reserve may price these instruments at whatever price is necessary to
provide the needed new credit in the geographical location or for the project(s) for which they have
been approved.

Not all applicants or projects are approved. Both the applicant and the funds that will be used to
purchase and sell the financial instruments must be screened according to US Patriot Act and Anti-
Money Laundering (AML) Guidelines and their European equivalents.

Generally, there is just one Principal (or Asset Provider). That Principal is the owner of the Funds and
the Principal is the applicant to the “trade desk”, which must also have the approval to trade from the
US Treasury or the Federal Reserve.

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Nature of the Investment

These programs are a very low-risk opportunity for an “Investor” who can provide a cash deposit, Bank
Guarantee (BG) or a Standby Letter of Credit (SBLC) for a minimum of 100 Million Euro
(€100,000,000).

This deposit or Bank Instrument (BI) allows the trade bank to release credit facilities for the trading of
MTNs. The notional returns to the Investor/Asset Provider are expected to be over 20% per month.
This expectation is based on the track-record over the last decade. However, returns are contractually
agreed upon by the Asset Provider and the Trader before the trading begins, and can vary on a case-by-
case basis.

For Investors who do not have 100M Euro there is the possibility to do a wealth-accumulation “bullet
trade”. These are for Investors with a minimum of 10M Euro, and the trade proceeds are paid in one
lump sum (usually 7 days to 30 days), in order to help the investor get to the 100M Euro level more
quickly.

The Investor's capital is not put at risk in the trading. The Investor's capital is used to trigger a credit
line. The credit line is fully underwritten before it can be triggered.

The investor's capital is not physically involved (prohibited use) with the buy and re-sale exchange
activities generating the profit. Private Placement capital always sits in their own back account, without
liability of lien, encumbrance, transfer of control or subject to first call by anyone, and only serves as a
security pledge under contract to a trader.

The trader uses this pledge to trigger his own credit facility under contract with his trade bank, which
extends a conditional leveraged credit line against the sum total of his Private Placement capital
contracts with Investors. The bank protects the Investors account from call in that the credit facility
used for the purchase of securities is subject to bank responsible confirmation of a "closed book" sale
only.

The trader must have confirmed evidence of contracts with exit buyers (closed book) for the securities
before the bank will release the credit line. The sale itself is managed and scrutinized by the bank at all
times, as their funds and license are exposed.

In other words, the investor's funds are not directly involved in the buy/re-sale transactions. The
Investor's cash deposit, as a security commitment, is non-callable and not subject to loss liability
because of the terms and conditions of the credit line facility in which the transaction re-sale funds
are in place prior to release of the credit line.

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How it Works

The prime banks that offer credit facilities are governed by the Basel II and Basel III Accords, which
became effective in September 2006 and January 2010, respectively, which impose strict requirements
on bank lending and borrowing. Most notably, a bank’s credit lines must be "capitalized" by an
acceptable form of collateral (of sufficient value) held "in the care, custody and control" of the credit
issuing facility. The collateral is the Investor's cash deposit or BI.

Successful trade programs, besides having unique access to established bank lines-of-credit, require the
expertise of qualified licensed traders capable of engaging in the purchase and sale of investment-grade
bank debentures in the wholesale market. Traders are licensed by European regulatory agencies, and
trades proceed according to strict procedural and legal guidelines. Under present rules, traders cannot
use their own assets to trade. This is why third-party investors are necessary.

This trading operation is generally referred to as a "controlled", "managed", “closed” bank debenture
trading effort because the Supply Side of the financial instruments and the Exit Buyer for the financial
instruments have already been pre-arranged and the price of the instruments already established. In
other words, the licensed traders contractually manage the buy and the re-sale of the financial
instruments before any trading actually takes place, thus the term, “Managed Buy/Sell”.

Therefore, each and every completed trade will result in a net gain (and never a net loss) to the trader.
The following procedural protocol are normally be followed:

• The investor’s funds are never touched (funds verification only).

• Targeted 30% yield per tranche to clients (maximum allowable by authorities).
• Four tranches a week - with settlements on Friday – there may be multiple trades on a given day.
• No Powers of Attorney.
• No surprises (the Investor/Asset Provider is be a Signatory to the Buy-Sell Trading Contract).

The crucial distinction, however, is that under a properly managed “buy-sell” transaction the Investor
does NOT transfer any funds to an intermediary trader, nor are the funds required to be pledged or
subjected to a lien.

When moving a MTN into the secondary market, through trading,

1. Master Commitment Holders are first in line.

2. Commitment Holders are second in line.
3. The secondary market comes after that.

A newly issued or “fresh cut” instrument is issued by a bank at a steep discount to face value, for
example 58% of face value. It can only be purchased by a Fed authorized Master Commitment Holder,
who has a certain quota they have to fill annually in order to keep their Fed appointment.

They line up a number of Commitment Holders who have the exclusive right to purchase these MTNs
from the Master Commitment Holders, each in smaller volume and at a slight markup. This is the
popular business model of “buy wholesale, sell retail”... buy wholesale in bulk, then sell in smaller
quantities at a higher price.

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These Commitment Holders can then sell it as a live seasoned instrument, into the secondary market, at
98.5% of face value. The spreads can be HUGE. They get contractual commitments from the exit
buyers before the initial fresh-cut transaction with the Master Commitment Holder is ever triggered.

It is all done digitally... authentication, verification, invoicing and close-out can be done in seconds,
using Reuters or Bloomberg.

Again, BIS regulation is that banks cannot sell their authorized issues to each other, which is where the
third-party Investor comes in. The Investor is the key for the trader to unlock the credit line from the
trade bank.

The traders who do these trades use credit lines from banks, but the credit line has to be fully
underwritten before it can be triggered. In other words, the trader must have confirmed evidence of
contracts with exit buyers for the MTNs, what they call a “closed book” before the bank will release
the credit line. This is risk-free arbitrage... the simultaneous purchase and sale of the exact same asset,
at the exact same time, but at different prices.

A $100MM deposit supported by humanitarian project funding can gross 40% per day and net 30%
per day to the account, after invoicing, clearing, and bank fees.

The trader keeps a large percentage of that profit and shares the rest with the investor, based upon their
contractual agreement.

Payouts are usually weekly. Returns are contractually agreed upon by the trader and the Investor, based
upon what paper issues he has lined up, and it is usually listed as a minimum or as a “best efforts”
basis. Facilitators can only state “notional returns of 20% per month” and must let the trader disclose
to the Investor if it ends up being higher, something as high as 100% per week. Facilitators are not
allowed to specify returns, as that is privately contracted between the trade and the Investor, after the
Investor passes AML compliance.

Because of the high returns, investors with large sums will eventually be required to donate around
80% of their profits to an economic project (can be as low as 40% or as high as 95%), as non-recourse
project funding.

The Federal Reserve requires an accounting of those project funds so that they are released only against
certified invoice by the accounting entity.

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Risks and Risk Management

There should be no material risks to the cash deposit or BI, given that the absolute priority is the
preservation of its value and that the BI remains under the control of the Investor at all times.

Since the cash deposit or BI is required to be a top 25 bank, there is nominal Financial Institution risk,
should there be a bank bail-in. However, these trade programs only occur among top 25 banks with
AAA credit ratings, which is better than the US Federal Government, and the US Treasury is
considered to be the “risk-free rate”.

Investor Funds

Funds have to be of commercial origin, free of any liens or encumbrances. During the term of the
Bank Trade, there cannot be any withdrawal of funds from the Client Account, nor shall any loans,
credit lines, pledges, hypothecations, liens or encumbrances be placed against it. The cost of doing
business is the opportunity cost of that capital just sitting there, not being deployed into other
investments.

Institutional investors such as U.S. pension funds are prohibited under ERISA from purchasing
anything that is not on screen, anything other than live MTNs or registered securities which are screen
able. A fresh-cut MTN can only become live or seasoned after its title changes, and it receives a ISIN
or CUSIP number, and it is registered for screening on Bloomberg or Reuters.

MTNs pay much higher yields than US treasuries, a 10 yr MTN can pay 7% to 8% whereas the 10 yr
treasury is only around 2% to 3%, and the MTNs from the top banks have AAA credit rating, unlike the
downgraded credit rating of the US treasuries.

The secondary market is dominated by institutional buyers, like pensions funds, sovereigns, and
foundations, who buy-and-hold until maturity while collecting their annual coupon interest. They have
to match cash outflows with cash inflows, and this is a reliable way for them to be able to do that,
without the volatility of market speculation in equity markets. These are part of their conservative
allocation, while equities and private equity funds are part of their riskier higher-yield allocations.

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Why do banks issue MTNs?

Banks issue MTNs because they can leverage the funds received 10:1 and loan it out at interest for 10
years, turning a hefty profit. Below is an illustrative example...

1: Full Face Value of MTN Issue (FFV): 10 Billion Euro

2: Sell at 58% of Face Value: 5.8 Billion Euro
3: Coupon value at 7.5% per annum: 7.5 Billion Euro
4: Liability (Point 2-{1+3}): -11.7 Billion Euro
5: Leverage at 10:1: 58 Billion Euro
6: Interest by bank at 3% per annum on Point 6: 17.4 Billion Euro
8: Profit made by Bank (Point 4+6): 5.7 Billion Euro

Costs
The Asset Provider is not required to make any upfront fee payments. Because these are Private
Placement Programs, by invitation only, under strict non-solicitation rules, it is customary to have
facilitating intermediaries involved in the introduction. Those intermediaries are compensated with a
small referral fee (usually 1% to 2%) paid out of the trading profits by the Paymaster, before net profits
are distributed to the Asset Provider.

Procedures
Potential Investors/Asset Providers must first submit a Client Information Summary (CIS) and Proof of
Funds (Tear Sheet, Bank Statement, or Bank Letter) to the Facilitator and Program Manager, in order to
pass AML compliance.
None of the customary standards and practices that apply to normal, conventional business, investing
and finance applies to private funding programs. It is a "privilege" to be invited to participate in a
Private Placement Program, not a "right." The trading administrators and managers have a virtually
endless supply of financially qualified applicants.
Program Managers and their banks will favor the applicant who provides the best paperwork. An
applicant should never underestimate what the trading entities knowledge about them. Failure to
provide full disclosure will disqualify the disingenuous. Clients must first prove that they are qualified,
not the other way around. Until the client is accepted by Compliance, the Traders, and Trading Banks,
no placement can occur. The U.S. Patriot Act has introduced obligatory compliance procedures.
Program Managers are legally not allowed to discuss yield schedule nor contract terms until AFTER a
potential Investor/Asset Provider has passed compliance, or else they could lose their license.
Corporations must empower an Officer or Director as sole, exclusive signatory by using a Corporate
Resolution. Not only do the funds have to be on deposit in an acceptable bank, they must also be in an
acceptable jurisdiction. Trading does not occur in the US, but funds can be in certain US banks with
corresponding branches in Europe or Hong Kong (JP Morgan, HSBC, Barclays, RBS, etc).
It is felony fraud to submit documents or Financial Instruments that are forged, altered or counterfeit.
Such documents are promptly referred to the appropriate law enforcement agencies for immediate
criminal prosecution. The practices, procedures and rules are determined by the U.S. Federal
Regulatory Authorities, Western European Central Banks program management, licensed traders and
trading banks. It is their decision whom to accept and whom to reject. Contract terms, yield, schedules,
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etc., are made to fit their needs and schedules – and not the caprices or demands of the investors.
This marketplace is highly regulated and strictly confidential, and absolute confidentiality by the
investor is a key element of every contract, with strict Non Disclosure Agreement that are enforced. A
client who breaks confidentiality will precipitate instant cancellation and may be required to repay
profits received.
Finally, submission of the application documents to more than one management group at a time is
termed "shopping". If an investor "shops" he can expect that this fact shall be quickly disseminated and
known among the program management groups who maintain close communication – and will then be
accepted by none and rejected by all.

For more information, visit [Link]

or email investorphilanthropy@[Link]

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