Graham Financial Associates

Buy, Sell and Trade

Graham Financial Associates can now offer client(s) Private Placement Programs (PPP) and Private Project Funding (PPF). We have access to bank instruments of many callibers that display phenomenal gratitude. Our new associate have expertise in the trade principle platform signifies us as one of the most recognized firms in the U.S. & Internationally.

Graham Financial Associates has come to terms on how there are too many chiefs and not enough indians, however, our associate know the difficulties of managing these buy/sell platforms. Because of our experience with various bank instruments, we bring ourselves to the understanding of providing structure, organization and results.

With our new unique high performance strategies, Graham Financial Associates can deliver a different approach to the trade platform. We know the frustrations of matching buyers with sellers and we also understand the procedural process that takes affect in this platform. Graham Financial Associates now provides a one stop shop for clients without the frustrations of matching buyers and sellers. With us, you're already connected.

Our services include, but not limited too:

• Bank Guarantee (BG)
• Medium Term Notes (MTN)
• Standby Letters of Credit (SBLC)
• Bonds
• Safe Keeping Receipts (SKR)
• Warehouse Depository & Storage
• Stocks
• Company Shares
• T-Bills & T-Bonds
• Commodities 
• CDs
• Insurance Guarantees
• Annuities
• Gold
• Gemstones
• Real Estate
• Ping 
• The assayed value in both operating and non-operating mines

Our goal is to provide our clients with more than efficient service that signifies a job well done. please feel free reach our investment consultants and let us bring your investment to the closing table.

Private Placement Memo

Graham Associates handles the private placement for the investor who is seeking to raise capital or joint venture capital for various projects. We utilize private placement structures in the similar sense of a business plan. Both detailed and layed out, the ppm allows your company to raise capital through the purchase of equity or debt securities.

Graham Associates, Private Placement Memorandum Regulation D contains features such as a complete description of the security offered for purchase, the terms of the purchase, capital structure and historical financial statements.

The regulation D has six different rules, The first three are with definitions, conditions, and notification. Rule 501 covers the definitions of the various terms used in the rules. Rule 502 sets forth the conditions, limitations, and information requirements for the exemptions in Rules 504, 505, and 506. Rule 503 contains the SEC notification requirements. The last three rules (504, 505, and 506) deal with the specifics of raising money under Reg D. Rule 504 generally pertains to securities sales up to $1 million. Rule 505 applies to offerings from $1 million to $5 million. Rule 506 is for securities offerings exceeding $5 million.

Regulation D Rule 504

Rule 504 is considered by many as the perfect answer for the company just starting out or one that needs to raise less than $1 million. Rule 504 offers such companies:

1. An exemption to raise up to $1 million
2. No disclosure criteria
3. Few general solicitation and resale restrictions
4. No limit as to the number or type of investors

Actually, Congress's original intent in 1982 for Rule 504 was to "set aside a clear and workable exemption for small issuers to be regulated by state blue sky requirements, but by the same token, to be subjected to federal anti-fraud provisions and civil liability provisions." Rule 504 exemption is provided for almost any type of organization, including corporations, LLCs, partnerships, trusts, or other entities. However, it is not applicable to companies already reporting to the SEC (subject to the '34 Act) or investment companies.

You Cannot Exceed $1 Million

The total offering amount under Regulation D Rule 504 can be up to $1 million in a 12-month period, less the aggregate offering of all securities sold within 12 months before the start of a 504 offering. So, if a company has raised $100,000 in private money in the previous 12 months, it can still raise up to $900,000 without being accused of breaking the rules, or "integration."

Generally speaking, there are no specific disclosure requirements under Rule 504 (disclosing what the company is about, what it intends to do, or who is connected with it). This means that, theoretically, an issuer can have a purchaser sign a subscription agreement and purchase stock without any information about the company being disclosed. However, the rule is dependent on the blue-sky laws of each state in which the securities are offered. This means that if a state's blue-sky rules require disclosure, it must be provided regardless of Rule 504.

A word of caution to the entrepreneur - regardless of the amount of disclosure the issuer is willing to provide, Rule 504 does not dismiss the issuer from the federal requirements, nor is there an exemption from the fraud provisions, including the areas of material omissions or misstatements. The penalties for noncompliance are severe, including monetary fines and mandatory jail sentences.

Number of Investors

With its limited disclosure requirements, Rule 504 also allows an issuer to sell securities to an unlimited number of investors. Theoretically, a company could raise $1 million by selling its stock at a penny a share to 100 million different investors. Obviously, the administrative economics are not too attractive, but there's no rule that stops an issuer from selling $500 blocks of stock to 2000 investors. Rule 504 is the only rule under Reg D that permits an unlimited number of investors.

A final note on Rule 504 is that the exemption provides for sales of securities of either debt or equity. This opens the door for combinations of both via convertible debentures. By way of explanation, convertible debentures are a debt issue (debenture) that is convertible to a preferred or, most commonly, common stock at some future date.

Rule 505: Offerings of $5 million or less

Rule 505 is used for offerings of $5 million or less in any 12-month period and is restricted to 35 purchasers other than "accredited investors."

There are a number of required disclosures if the sale of securities includes investors who are not accredited investors: advertising and a general solicitation are prohibited, one must inform purchasers that they receive "restricted" securities (meaning that the securities cannot be sold for a time period without registering them),you must not violate the antifraud prohibitions of the Federal Security Laws, financial statements need to be certified by an independent public accountant or at a minimum, the balance sheet needs to be audited.

Companies must give non-accredited investors disclosure documents that are the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well. The company must also be available to answer questions by prospective purchasers. The Issuer must comply with the securities laws of each state in which a person who buys the security is a resident, and must usually file a notice with that state's commissioner of corporations or similar official.

Rule 506: Offerings with no dollar limit

Under SEC Rule 506; an issuer may issue an unlimited amount of securities, with no dollar limit, to 35 unsophisticated investors plus any number of "accredited investors." There are required disclosures, if a sale of securities includes purchasers who are not accredited investors. All non-accredited investors must be sophisticated and must sign an Investor Questionnaire acknowledging same. Advertising and a general solicitation are prohibited. The securities are "restricted securities" which may not be readily resold. There is a major advantage to 506, in that it supersedes and preempts the securities laws of all the states. This saves a lot of time, effort, and expense if the issuer is obtaining money from investors in multiple states. Form D must be filed with the SEC within 15 days after the first sale of securities and also with the Secretary of State of each state in which a purchaser is a resident.

Private Equity

Graham Associates provides, arranges equity and debt-secured cash accounts for "Proof of Funds" uses on a fixed-return basis to facilitate various project requirements, providing organizations and individuals the capability to complete long-term financing or meet other on-going project needs. The account is set-up in the client's name and they are a signatory on the account. The set-up process is simple and secure, and can be completed in as little as 2 banking days. We specialize in U.S. money market accounts with six (6) months of seasoning, confirmed through written Verification of Deposit, with an electronic account access option. Other account types are available providing confirmations utilizing SWIFT MT999, SWIFT MT799 and SWIFT MT760 message formats. Rate-of-return requirements vary, dependent upon the amount of funds provided and the verification type needed.

"Account Setup in as little as two (2) banking days! Money Market and Bank account options."
"One Simple Application, with No Credit Checks and No Corporate / Personal Financials Required."
" Account Confirmation Options include Verification of Deposit, SWIFT MT999, MT799 and MT760."

With extensive experience in providing financial solutions for companies and individuals, Our Associate is an industry leader in arranging short-term equity investments for Proof of Funds uses. We leverage our relationships with a wide variety of financial institutions and investors to provide the most favorable structure for your funding needs. Graham Associates offers you the advantage of dealing with a company that is known and respected for integrity and efficiency in successfully negotiating investments under the most favorable terms.

Graham Associates offers highly personalized service to navigate through the red tape that is often involved in securing equity investments for specialized uses, and our investment resources provide the flexibilty needed to accomplish your financial needs for a wide variety of Proof of Funds uses. 
 
Graham Associates investors can provide funding for uses worldwide, and we are continually adjusting our investment portfolio to provide the best cost-of-capital and terms available to meet your Proof of Funds requirements.

Through our partner relationships with banks, financial institutions, institutional investors and private capital sources, Graham Associates is able to leverage our capital sources for a wide range of projects. Our portfolio allows us to secure funding for a single project of up to $5 billion, with the abilty to fund larger accounts on a syndicated basis, while providing a superior level of underwriting for our funding partners in evaluating investment opportunities to insure they meet specific funding criteria that are suitable for the client's needs.

Equity Requirement

Investments for PROOF OF FUNDS Requirements

We provide investment capital for Proof of Funds/Verification of Deposit (VOD) uses on a short or long-term basis. The funds from our "investor pool" are utilized to provision POF accounts at a predetermined fixed return-on-investment so that our client's will not have to give up any ownership positions in their projects or trades. Please see procedures for obtaning proof of funds.

Proof of Funds Program Highlights:

• Accounts available from $100K to $5 billion
• Money Market funds seasoned for six (6) months
• No Credit Check or Financial Statements Required
• Funds in an account under client's name and signature
• Rates starting as low as 1.0% per month
  
  

Proof of Funds Uses:

• Net Worth Requirements
• Liquidity Requirements
• Show of Account Funds
• Bonding Requirements
• Blocked Funds for Investments
  
  

Proof of Funds Account Parameters

• 30 & 60 day accounts, with discounts provided for renewal terms
• Standard bank Verification of Deposit provided for all accounts
• Bank accounts opened and confirmed in writing by bank officers
• SWIFT MT799/760 confirmation option available in Offshore Banks
• Brokers welcome and protected. 
  
  

All accounts require full client disclosure and are opened in strict compliance with the provisions of the International Money Laundering Regulations and the U.S. Patriot Act.

Instruments Leasing

Graham Associates have a top provider of lease instruments. When clients are finding themselves not seeking to hold instruments on a permenant basis, we provide clients with bank instrument leasing opportunities.

The type of leasing instruments we provide are:

1.  Proof of Funds
2.  Certificate of Deposits
   
3.  Investment Power
   
4.  Enhancement SBLC
5.  Asset Securities

To name a few types of leasing we service. However, we are not limited to leasing instruments. Let us provide you with the investment opportunity you seek today! 

If you are negotiating a real estate purchase and you will be accepted as possible buyer only subject to either proof of available funds, or a bank commitment to finance the transaction for you, then we can help with relevant bank confirmation. Here is how this works.

If you need to secure a real estate transaction by demonstrating that a bank would provide funding, or the actual availability of funds for such a transaction, then we can help with a Bank Commitment Letter.

We arrange proof of financial capacity and Bank Commitment Letters for individuals or companies wishing to negotiate real estate transactions of significant size. The individual usually has a structure to finance the transaction in place, however needs to secure, or trigger the willingness of the seller to contract with him.
Each transaction is different and so we can only give you a general guideline of the service we provide. Please note that all services can be tailored to the applicant’s individual needs, depending upon the transaction he wishes to conduct.

A Bank Funding Commitment structured as a confirmation to get project funded
 
If you have a lender, or a funder interested to finance your project through the provision of a Bank Guarantee or a SBLC, but make the provision subject to a bank funding commitment, then we can help. We have banks on standby to fund against valid instruments. How does this work?....

If a bank funding commitment is required indicating willingness to fund a project subject to delivery of valid guarantees, or, if you seek funding for a valid financial instrument issued by an AA rated European or American financial institution a bank commitment can be arranged. Instrument that is to be funded: The Instrument has to be readily and immediately saleable in the institutional marketplace or to a third party buyer under a forward purchase order or other written or electronic commitment of a bank or licensed securities firm, at a price at least Two Hundred (200) basis points above the amount of the payment required for settlement of the purchase price

Acceptable banks (generally): Generally, AA rated European or American financial institutions are acceptable. If you require funds to be moved, this is acceptable only against the delivery of financial instruments issued by such institutions. Former “Eastern Block” countries, South American-, Indian-, Asian or African issuers are usually not acceptable.

Coupon requirements and interest rate: If you wish to exchange funds confirmed to your benefit, against an acceptable financial instrument, such instrument has to be negotiable and carry an attractive size coupon. If there is no coupon, or the coupon is less, the agreed LTV can be adjusted accordingly.

An immediate offer can be provided if you are able to present the verbiage of the bank funding commitment that you would require and full disclosure of the instrument that is expected to be delivered.

Financial Instruments to back up a credit line 

If you need a financial instrument to back up a credit line, we can provide bank instruments like BG - bank guarantees, SBLC – Standby Letters of Credit, or Treasury Bills etc. You will have to (be able) back up the potential risk that we could be exposed to. How can a BG, SBLC or T-Bill be arranged for you?....

In case the applicant is taking out a loan backed by enhancement loan collateral, priority collateral must always be the applicant’s existing own assets. It is the applicant responsibility to make sufficient own assets (cash) available in case the enhancement instrument is ever called for. And this is the great advantage of this concept: During the term of the instrument, these assets are administered solely by the applicant, to back up any and all commitments, whenever arising.

There is much broker talk and circulation of broker to broker deals over the internet which never have a chance to materialize. It starts by mixing up selling an instrument with leasing it. Most “want to be brokers” do not even recognize the difference between MTN transactions and leased instruments, or instruments that are provided for enhancement. And then, there are dream commissions for brokers! Why should a prime bank sell their own instrument at 19% to 65% (!!!) and (on top of it) offer 1% commission for brokers on selling side and 1% to brokers on buying side? A bank would never engage in a deal involving broker commissions like that. This is whishful thinking. The reason could only be the instrument that is offered is a fake, or, something completely different: A leased instrument. And finally there is the size of a transaction: Stop dreaming of billions with rolls and extensions!

Unknowledgeable brokers talk about figures that could easily exceed the GNP of the EU, the USA, Russia or China.

REAL DEALS: An example: In the banking world there is a form of “securities lending” available on the basis of a “repo agreement” to increase the operational base for trading. But even on such transactions between banks and “broker-dealers” and “brokerage houses” it is required to secure the transaction not just with a contract, but with a valid letter of credit or other valid collateral, like cash accounts. So is it realistic to lease an Instrument for 10% - without any further security? Would you give an unknown stranger a $90 loan (in form of let us say “treasury notes/t-bills”, - if he gave you a $ 10 note in exchange? Certainly not. You would want valid security for at least 100% of the money you lend. A real bank guarantee is like cash, - cash available at maturity of the instrument. And if you lend this to a third party, you would want to be secured at least for the face value of the instrument.

RISKS: In our example above, you obviously put your t-bills at risk. In case the borrower uses the t-bills to get a loan from his bank, does not comply with the terms of the loan, then the bank would retain and cash in on the t-bills obviously. This means that the t-bills are exposed to potential risk. Who would deal on such a basis – or lend / lease any kind of (valid) instrument to a client without being secured?

DEFINING AN ENHANCEMENT SCENARIO: Enhancement – what is this? It is a method whereby a company attempts to improve its debt or credit worthiness. You try to better your balance sheet to increase chances to obtain a loan against your company or project – but not directly against the instrument. Priority collateral must always be the applicant’s existing own assets. It is the applicant responsibility to make sufficient own assets (cash) available in case the enhancement instrument is ever called for. During the term of the instrument, these assets are administered solely by the applicant, to back up any and all commitments, whenever arising.

SECURING THE DEAL: There is a possibility to structure a bank guarantee or a Standby Letter of Credit actually backed by, or based on real assets or collateral. But then, if the client has these resources, why would he seek an enhancement instrument from a third party, and not from his house bank?

An alternative: The receiving bank confirms the safe return of the instrument prior maturity, unencumbered. This only works, if the client has a very good relation with his house bank.

Or, the instrument contains “controlling features” which disenables the receiving bank to draw on the instrument at maturity. Obviously a controlling feature clearly limits the use of the instrument.

Another alternative is a “documentation package” on the back of the instrument, even though this is not free of eventual problems. This scenario (for the issuer of the instrument) could become a case of conspiracy to credit fraud. Based on existing banking rules, which the credit crunch are now getting even tighter, the issuing bank would have to pay first(up to the face value of the instrument), and one could sue the client/receiving bank later on questionable chances for success. Not a very attractive scenario to be engaged in obviously.

THE PLAYERS: For a productive solution, you will have to be aware of the risks and problems that are involved in such a transaction (see above) and you will have to understand the role of the banks and the funders that are involved and make things happen. Banks make the rules on what basis they will provide a banking service. Funders will have to comply with these rules in order to instruct what a bank should do. No funder, no bank instrument. Generally no bank will issue an instrument if it has not got sufficient security against it.

An Enhancement Instrument is initiated by a FUNDER who will provide such security and carry the risk of issuing an Enhancement Instrument. A Funder will not engage in a transaction that could obviously involve misuse of the instrument and an eventual attempt for credit fraud. Since the funder will be backing up the deal, in order for the issuing bank to “advise” the instrument, the beneficiary of the instrument/service has to be acceptable in the first place. So the applicant/client will have to be acceptable and approved by the funder. There is no anonymous transaction. One can not expect a quote of final terms, until the applicant/client is fully identified and acceptable and financially has proven his capability to conduct such a transaction (availability of the arrangement fees). Also the receiving bank has to be acceptable to receive and accept the SWIFT communication from issuing bank.

AVAILABLE BANKS:“The instrument has to be issued by a AA rated bank ”or, “Instrument has to be issued by HSBC London or UBS, Zurich” are typical broker statements. Which of these top banks would engage in a transaction with a party who has difficulties in getting already the arrangement fees together for such a transaction? Also, if it is the client’s intention to use the instrument for enhancement – why would he need a top prime bank for an instrument that “will not be touched” and “go on balance sheet only”? So it actually is up to the funder which bank he will be able to use. And here again it all depends upon the risks that are, or could be involved if something goes wrong and the way such eventual problems are covered and secured. The risks involved will define which bank (and location) will be used to issue the instrument and the method of how potential problems will be covered in the event of default.

EMISSION OF THE INSTRUMENT: How is the guarantee issued: It could be hard copy, SWIFT MT 760, or SWIFT MT 799 (Pre-Advice) and followed by a SWIFT MT 760. If a SWIFT emission is possible depends on the receiving bank to be acceptable to receive and accept the SWIFT communication from issuing bank.

If you have a project that needs funding, we can help you in your efforts to get funded by providing you with Enhancement Loan Collateral. A financial instrument is issued to support your project. On what basis is such an instrument available?....

REAL DEALS: If you have a genuine project and your own financial capacities are in a proper relation to the size of project you wish to start, then we can structure a financial instrument for you which should enable you to get funded through your existing sources.

RISKS: Risks will have to be covered. It is of mutual understanding, in case the applicant is taking out a loan using our instrument in support, priority collateral must always be the applicant’s existing own assets. It is the applicant responsibility to make sufficient own assets (cash) available in case the enhancement instrument is ever called for. During the term of the instrument, these assets are administered solely by the applicant, to back up any and all commitments, whenever arising.

DEFINING AN ENHANCEMENT SCENARIO: Enhancement – what is this? It is a method whereby a company attempts to improve its debt or credit worthiness. You try to better your balance sheet to increase chances to obtain a loan against your company or project – but not directly against the instrument.

EMISSION OF THE INSTRUMENT: How is the guarantee issued: It could be hard copy, SWIFT MT 760, or SWIFT MT 799 (Pre-Advice) and followed by a SWIFT MT 760. If a SWIFT emission is possible depends on the receiving bank to be acceptable to receive and accept the SWIFT communication from issuing bank.

WHAT ARE THE GENERAL PROCEDURES TO OBTAIN A CERDIT ENHANCEMENT INSTRUMENT:

(A) Apply for service together with proof of the applicant's financial capacity to pay for the arrangement. (B) After due diligence and acceptance of the client/applicant, we will issue the Principal Agreement and Escrow Agreement. (C) You will be granted sufficient time to discuss the contracts with your lawyers and financial advisors. Once you accept the contracts, you will arrange funds on escrow at the escrow agents as mutually agreed by contract. (D) The instrument is issued, as well as eventual corporate paperwork. All confirmations are verified by an independent major international law firm, respectively the escrow agents. (E) After successful verification the escrow agent releases funds for the arrangements. At this stage we have provided the complete service as ordered and agreed.

HOW DO YOU PAY FOR A CREDIT ENHANCEMENT INSTRUMENT:

No money – no deal. People who don’t even have a fraction of cash of the deal they want to conduct, ask for millions or even billion dollar instruments. This is obviously not realistic. Such deals never will, or even have a chance to materialize. At least the arrangement fee will have to be available in cash at the account of the client/applicant. Such availability under no circumstances can be conditional of the following receipt of an instrument. This could create a scenario of conspiracy to credit fraud which no real player in the financial world would attend to. This is why a conditional payment via SWIFT MT 103 will never be acceptable on an enhancement deal. Since this is arrangement for an enhancement, not a regular type of security or financial instrument transaction, it is not possible pay to pay for the instrument, like you usually do when you buy a security. The arrangement fee will have to be placed on escrow, with a mutually acceptable escrow agent, acceptableto both parties before the transaction is started, respectively, before the instrument is issued. After the instrument is issued and successful verification the escrow agent releases funds for the arrangements. At this stage we have provided the complete service as ordered and agreed.

Depending upon what you want to achieve and how strong the enhancement has to be, we can provide balance sheet enhancement. We can fund and issue bank confirmation of deposits in your name in unrated offshore banks, as well as top rated high street banks in major financial centers. It is all a question of what you need. Read what we can do for you. We can also offer you a structured Medium Term Note to be used as a form of balance sheet enhancement.....

The MTN that we can avail is fully collateralized, and issued based on AAA-rated US treasuries

Who qualifies? A company in need of balance sheet enhancement, an insurance company interested to increase its “surplus” base to be able to sign more business, a bond issuer wishing to upgrade his bond to a “capital protected bond”

Client has to evidence capability of paying for the cost from their own resources. This means that a client can not pay with borrowed money for the arrangements, or with funds that a client has access to on the basis of this MTN. The minimum arrangement fee is US$ 4 million

The Issuer: The MTN is issued by an insurance company. It is fully collateralized against the insurance company’s holdings of US Treasury Bills (AAA rated). The issuer’s assets are in excess of US$ 7 billion and its five year “A.M.Best” rating history evaluation is NR-5 since 2004. The available “A.M. Best” report qualifies the balance sheet and confirms the current market value of the underlying treasuries.

Format of the issue: The MTN is issued and delivered in the name of the client. The MTN will only be issued in favor of the client or his nominee, but not in favor of a bank. The MTN is issued hard copy, and is sent to the client’s broker dealer or bank. The issue can also be evidenced on DTC.

How does the client secure the issue? Priority collateral must always be the client’s existing own assets, and once the client’s transaction is consumated, the assets that have been acquired, will back up the issue.

Term: Available is a 1 to 3 years term. Transactions below USD100 million in value will have a 30 months term to maturity(as of July 2009). On transactions over USD100 million, term to maturity is up to three years, based on a board resolution confirming an extension.

Currency: The MTN is issued in US dollars only. Scenarios that require an arrangement in other currencies like Euros, Swiss Francs, or Pound Sterling, can be serviced through enhancement loan collateral in the form of a bank guarantee, an SBLC or CD. Further details on this subject are available upon request.

Arrangement fee: For the purpose of being a credit enhancement instrument, the minimum sum considered is US$ 40 million. The cost of a lease is 12% for one year and 20% for three years. There are no other fees.

Procedures: Client evidences capability of paying for the cost from their own resources. Security documentation and KYC completed, Draft Agreement, Escrow Agreement, and ultimate MTN verbiage is released, Arrangement fee placed with a mutually acceptable escrow agent, the Escrow agents take receipt of the MTN and verify. Arrangement fee released to Arranger and the MTN is sent to the Client’s broker dealer or bank, or, if it was agreed, it is placed on DTC.

General Understanding: The business activities of the Client will be reviewed. In case the instrument is ever called for, it is the applicant responsibility to make sufficient own assets (cash) available. The advantage of this type of arrangement: During the term of the instrument, the assets ultimately backing up the transaction are managed and administered solely by the client himself.

The MTN is not rated and neither is issuing company, however the T-Bills backing to the MTN are AAA-rated. Liquid cash has to be available to back up any and all commitments, if ever arising. This obviously can provide substantial leveraging effect. Depending upon the credibility of the client, he might be asked to obtain from his bank a confirmation that in the event of a default by the client, the bank would seek repayment from all the client’s other assets before taking a charge on the Medium Term Note.

Alternatively, we can arrange reserved or blocked funds accounts.

We provide reserved cash funds, blocked funds, blocked funds via SWIFT MT 760
If the confirmation is not directly in the name of the applicant, then we provide a relevant supporting package of confirmation. This usually consists of Bank Advice and a Bank Statement,Letter of Authorization To Verify And Authenticate, Funds History Statement

The structure is either: an account that the applicant opens in the funder’s bank which is then funded by the funder  based on a funds management contract with the bank, a subaccount by the funder in the applicant’s name, or a bank instrument

AVAILABLE BANKS: “The instrument has to be issued by a AA rated bank”or, “Instrument has to be issued by HSBC London or UBS, Zurich” are typical broker statements. Which of these top banks would engage in a transaction with a party who has difficulties in getting already the arrangement fees together for such a transaction? Also, if it is the client’s intention to use the instrument for enhancement – why would he need a top prime bank for an instrument that “will not be touched” and “go on balance sheet only”? So it actually is up to the funder which bank he will be able to use.

And here again it all depends upon the risks that are, or could be involved if something goes wrong and the way such eventual problems are covered and secured. The risks involved will define which bank (and location) will be used to issue the instrument and the method of how potential problems will be covered in the event of default.

EMISSION OF THE INSTRUMENT: How is the balance sheet enhancement issued: It could be hard copy, SWIFT MT 760, or SWIFT MT 799 (Pre-Advice) and followed by a SWIFT MT 760. If a SWIFT emission is possible depends on the receiving bank to be acceptable to receive and accept the SWIFT communication from issuing bank.

WHAT ARE THE PROCEDURES TO OBTAIN BALANCE SHEET ENHANCEMENT: (A) Apply for service together with proof of the applicant's financial capacity to pay for the arrangement. (B) After due diligence and acceptance of the client/applicant, we will issue the Principal Agreement and Escrow Agreement. (C) You will be granted sufficient time to discuss the contracts with your lawyers and financial advisors. Once you accept the contracts, you will arrange funds on escrow at the escrow agents as mutually agreed by contract. (D) The instrument is issued, as well as eventual corporate paperwork. All confirmations are verified by an independent major international law firm, respectively the escrow agents. (E) After successful verification the escrow agent releases funds for the arrangements. At this stage we have provided the complete service as ordered and agreed.

HOW DO YOU PAY FOR A BALANCE SHEET ENHANCEMENT: The arrangement fee will have to be placed on escrow, with a mutually acceptable escrow agent, acceptableto both parties before the transaction is started, respectively, before the instrument is issued. After the instrument is issued and successful verification the escrow agent releases funds for the arrangements. At this stage we have provided the complete service as ordered and agreed.

HOW DO YOU PROOF THE AVAILABILITY OF THE ARRANGEMENT FEE: This is entirely up to you. It just has to be cash availability in an account under your control. Based on what you provide, we will have to convince the issuing bank/entity of your ability to pay for what you order. Only in that case the issuing bank or entity will consider your transaction.

From time to time we do have financial instruments, securities available which can be assigned to your transaction with supporting documentation.....

Our company is specialized in providing funding services for such programs! WE ARE FUNDERS OF SUCH PROGRAMS, not direct investors. This funding service is in full compliance with general investment regulations, and we comply with all aspects of the Patriot Act. We arrange a full history of funds acceptable to the FED and your trader. If you do have access to a program that can work on the basis of a financial instrument, please provide information on what type of instruments are acceptable to your trade platform and we will provide you with a relevant offer of securities that might be available at a particular time. If you are a client with a solid financial base and if you have immediate access to your own private placement or trading program, then let us talk now! The profits from the program will be yours completely!

Enabling the transfer of funds / currencies out of restricted countries

You have cash funds in an account in a country with currency transfer restrictions, then we can structure a way for the transfer of the funds through the local central bank.

Our company matches global, cross boarder cash requirements. If you hold funds in one country, even if there are money transfer restrictions in place, we possibly can help match your global cash requirements, fast and efficiently with no risk to your capital, no currency exchange losses and without timely delays.

Example: A funder in Europe decided to finance a food processing plant in India. At the same time, an Indian Investor wishes to invest cash in a steel factory in the United Kingdom. We coordinate and match these cash positions. Indian Rupees in India simply are swopped for Pound Sterling in the UK. The European funder finances the food processing plant with Indian Rupees which are already in India and the Indian investor places his investment within the UK in Pound Sterling already in place there.

Obviously, this is only a very simple example to explain the concept. There are projects financed around the world by international financing entities., and there are investors wishing diversify their holdings by investing on other continents or by converting their available cash holdings into another currency in another part of the world.

Our concepts are designed to help you streamline a complicated application and money transfer process and provide you with an efficient service through "Global Cross Boarder Cash Matching“. If time is of importance to your transaction, to your finance or investment strategy, we already have a matching solution and a matching cash position available on the continent where you might need it, and when you might need it.

We help swap one currency and cash position for another one, in another part of the world. Special concepts are available to you, or your clients in Russia, China or India. Let us match your global financial requirements. Find out how we could enhance your global financial possibilities.

If you have a provider of MTNs and a possible exit buyer and you wish to engage in the buying and selling of such instruments, then we can arrange trade accounts or establish bank purchase orders. Here are the options!

We provide you with funds so that you can trade, buy and sell MTNs yourself! If you have access to MTNs or other securities, and want to trade in these instruments, then we can provide you with a trading platform. We can provide funds, a bank purchase order, to buy and sell such instruments, and one of our company’s bank accounts, which can be used to facilitate such a trade in a major world bank.

If you wish to conduct this transaction yourself on your own account, we can set up proper facilities for this purpose. Through our cooperation with Security Dealers in all major money centres, we can cause the issue of such facilities, like forward purchase commitments, SEC licensed USA securities brokerage firm commitments, bank SWIFT commitments issued by major world banks, bank proof or confirmation of funds, bank loan commitments or bank guaranties for the payment of such instruments.

If you have access to the instruments, we can also arrange a complete buy and sell scenario based on a prime bank relation. You can be signatory on account to trade financial instruments, or if you need a closing bank, a Security Trading Facility can be arranged with closing bank and clearing account. For that purpose a new company is established and you are appoint as one of the Directors. In a prime world bank a bank account is opened and any dollar amount from US$ 25 million up to US$ 500 million is deposited. The company elects you or your nominee as authorized signatory on this account. Such a facility can be useful if you wish to trade financial dept instruments. You can use the account as closing account. A trading account in any of the major securities firms can be established for the company to accommodate such buying and selling and payment via DTC and Euroclear.

We can make the arrangements for such facilities against payment of a fee and if you would like to receive a relevant offer from us, you would have to specify the required financial facility arrangements that you may need, the face amount and the validity term required. This will have to be presented to us together with a valid proof of your financial capacity of at least 2% of the face value of the facility you seek.

• Description the transaction and the financial facility that you require;
• Face amount and validity;
• Proof of your financial capacity to pay for arrangements.

Once you present your enquiry in a professional way covering these issues, we will be able to work your transaction and respond with a personal offer.

Generally, we arrange MT799 SWIFT confirmations, bank purchase orders, to buy such instruments, and we offer related services as you may need them. We funded transactions like this successfully in the past and we would like to share our professional knowledge with professional, potential clients with the capacity to carry out such a transaction.

If interested in this well engineered service, please specify your own requirements and we will be able look into your required documentation, once we have been satisfied of you financial capacity. For this purpose, you need to prove the availability of at least 2% in cash, under your own, personal control.

Our concept is not a Joint Venture or profit sharing plan. All profits resulting from trading will be 100% yours!

Availability of investment funds: Minimum US$ 10 million, Maximum US$ 500 million. Term: from 31 days to 13 months Monthly arrangement fee on US$ 10 million: 4.5% / month Monthly arrangement fee on US$ 100 million: 3% month

Investment funds confirmation can be arranged for you by hard copy bank letter and bank statement with any reasonable corporate documents that your seller may require, or bank purchase orders issued by SWIFT MT 799!

Funds are made available at major world banks.

Making use of a third party to provide his full investment power to your benefit. And this is how it works:

The transaction is based on cash on a company's account. You will make use of the company and its funds, its full buying investment power. This transaction is an exchange of funds for an acceptable bank instrument. You will be eligible and receive all the profits from your buying and selling of instruments. A major world bank will act as closing centre. The funds are available against the advice and delivery of acceptable bank instruments, one time, or on an ongoing basis.

The company will buy and sell qualified financial instruments as to your instructions and dispose of the profits according to your sole instructions. Usually, there are up to US$ 500 million available. If your program runs for several months, you can have this service for any period of time as long as the monthly fee is paid. If you have the contacts to a seller of valid financial instruments, this opportunity is available to you. Here are the funds for you to start trading MTNs, buy and sell qualified financial instruments yourself!

After your application:

If your application appears to be workable, you will receive a confirmation of acceptance of your transaction after we have the company's willingness to act on your behalf and to provide his funds to your exclusive benefit. Contracts are set up and executed. Only after clear contracts, you will place the arrangement fee on escrow with a major international law firm in New York, acceptable to you. The company will issue, sign and legalize all documents that you require as defined in the contract with you.

To sum up:
This arrangement is confidential between you and the company. Defined by contract between yourself and the company, you will be the only party to receive any and all profits resulting from buying and selling instruments.

The Option includes these features and options, tailored to your needs:

• - CONTRACT TO PURCHASE / Bank Purchase Order
• - EXIT CONTRACT TO SELL

and as required:

• - Certified copy of Certificate of Incorporation of the Account Holder
• - Certified copy of Memorandum and Articles of Association (or equivalent) of the Account Holder
• - Certified copy of Colour Copy of Passport of Principal Signatory of the Account Holder
• - Letter of Authority to Verify and Authenticate Funds on Deposit
• - Funds History Statement
• - Client Information Sheet
• - Resolution of the Board of Directors
• - Letter of Authority
• - Attestation
• - Letter of Undertaking to Disburse
• - Non Solicitation Agreement
• - Indemnity Pay Protection Agreement
  
  

Your suggestions are considered. Alternatively, draft documents are made available.

If you wish to issue a corporate bond and need to upgrade its saleable value to attract investors, you would want to make it a “Capital Protected Bond”. There are different ways in doing this. We suggest to back it up by a Medium Term Note....

The Product: A Medium Term Note to be used as a form of enhancement

Rating: The MTN is fully collateralized, and issued based on AAA-rated US treasuries

Who qualifies? A company in need of balance sheet enhancement, an insurance company interested to increase its “surplus” base to be able to sign more business, a bond issuer wishing to upgrade his bond to a “capital protected bond”.

Client has to evidence capability of paying for the cost from their own resources. This means that a client can not pay with borrowed money for the arrangements, or with funds that a client has access to on the basis of this MTN. The minimum arrangement fee is US$ 4 million

The Issuer: The MTN is issued by an insurance company. It is fully collateralized against the insurance company’s holdings of US Treasury Bills (AAA rated). The issuer’s assets are in excess of US$ 7 billion and its five year “A.M.Best” rating history evaluation is NR-5 since 2004. The available “A.M. Best” report qualifies the balance sheet and confirms the current market value of the underlying treasuries.

Format of the issue: The MTN is issued and delivered in the name of the client. The MTN will only be issued in favor of the client or his nominee, but not in favor of a bank. The MTN is issued hard copy, and is sent to the client’s broker dealer or bank. The issue can also be evidenced on DTC.

How does the client secure the issue? Priority collateral must always be the client’s existing own assets, and once the client’s transaction is consumated, the assets that have been acquired, will back up the issue.

Term: Available is a 1 to 3 years term. Transactions below USD100 million in value will have a 30 months term to maturity(as of July 2009). On transactions over USD100 million, term to maturity is up to three years, based on a board resolution confirming an extension.

Currency: The MTN is issued in US dollars only. Scenarios that require an arrangement in other currencies like Euros, Swiss Francs, or Pound Sterling, can be serviced through enhancement loan collateral in the form of a bank guarantee, an SBLC or CD. Further details on this subject are available upon request.

Arrangement fee: For the purpose of being a credit enhancement instrument, the minimum sum considered is US$ 40 million. The cost of a lease is 12% for one year and 20% for three years. There are no other fees.

SBLC to back up a securities lending transaction 

If you are in the business of Securities Lending, and you need a Standby Letter of Credit to back up your activities, we can arrange a SBLC for you to support your transaction.

In very simple terms, a securities borrow/loan (SBL) transaction involves the temporary loan of securities by a lender to a borrower. The reasons why a borrower needs to borrow securities vary, but generally securities are needed to support a trading strategy or a settlement obligation. As a SBL transaction is entered into, the borrower provides collateral to the lender. Collateral can be in the form of cash or non-cash (e.g. SBLC, a Standby Letter of Credit) and must be equal to or greater than the market value of the securities borrowed. On receipt of collateral, the lender will then deliver the securities to the borrower. When cash collateral is used, the lender will invest the cash and derive a yield. See the flowchart below for an illustration of the transaction. Throughout the life of the loan, the market value of the loaned stock will fluctuate. To maintain sufficient levels of collateralization for open loans, a daily mark to market is done and the amount of collateral is increased or decreased accordingly. When it is time to close the loan, the borrower returns the securities to the lender. Once the lender receives the securities, he then returns the collateral to the borrower. If you are in the business of Securities Lending, and you need a Standby Letter of Credit to back up your activities, we can arrange a SBLC for you to support your transaction.

PROOF OF FUNDS: Proving cash on account to show general financial capacity 

If you negotiate a transaction with a provider of products or services, you might have to prove your financial capacity. We can arrange such proof of funds for you in different way: A funded account in your name, a sub account in your name, a bank confirmation in hard copy or SWIFT. There are many more options available.

There are different ways to do it and which one to chose is depending upon your transaction. You will exactly have to identify your transaction, the purpose of the proof of funds, the way it has to be structured and transmitted, we need the exact verbiage that you need confirmed, the term it has to be valid and we need to know how much cash is available to account for the arrangements. This is why we need to see a valid proof of your financial capacity together with your enquiry. This has to be for a minimum of 2% (but not less than US$ 500,000.-) of the face value you are looking for. If you require an indicative offer for a proof of funds, your enquiry has to include these issues:

•    Description of your transaction
•    Description of the purpose of the proof of funds 
•    Method of proof of funds
•    Verbiage you wish to have issued
•    Validity term
•    Proof of your financial capacity to pay for arrangements
  
  

Once you present your enquiry in a professional way covering all these issues, we will be able to work your transaction and respond with a personal offer.

Here is a summary of the services that we provide>

We arrange “Reserved Cash Funds” or “blocked funds accounts” to those wishing to enter a trade platform. The availability is in line with your trader’s requirements for documentation and against payment of an arrangement fee, which usually is between 3% and 5% per month. This leaves all the profits resulting from your program solely to you. An introduction to relevant platforms accepting our service  is available to qualified applicants upon request!

We provide 1 year funding against acceptable AA rated financial instruments of a face value of US$ 200 million or more, based on these terms: Funding up to 82%, annual interest and total cost 15% of the loan amount.

As always, we provide enhancement services on the following type of transactions: We help triggering a POP in commodity transactions, BCL/BFL to trigger a bank guarantee, proving of cash on account or show general financial capacity for balance sheet enhancement, backing up MTN buy/sell transactions, backing up a bond to make it a “Capital Protected Bond”, establishing SURPLUS to increase potential additional business for small banks and insurance companies, financial Instruments to back up a credit line, Enhancement Loan Collateral, bank funding commitments and commitment letters to trigger real estate purchase, or offer solutions for the transfer of funds / currencies out of restricted countries. All these transactions involve an arrangement fee which has to be available (to you) in cash before we go to contract.

WHAT WE HAVE: We do have clients ready and interested in an introduction to valid trade platforms that operate on this basis only: