EXPLANATION OF PRIVATE

PLACEMENT PROGRAMS

Livia NITA - International Strategic Advisor

[email protected]; Tel: +39 33 333 73 543

EXPLANATION OF PRIVATE
PLACEMENT PROGRAMS
Ultra High-Net-Worth clients will better understand the reason and overview of the operations
in a private placement program of trading. This is NOT an offer to sell or solicit: It is for
informational purposes only.

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 EXPLANATION OF PRIVATE
PLACEMENT PROGRAMS

INTRODUCTION ................................................................................................................................ 3
TOPICS .............................................................................................................................................. 3
THE BASIC REASONS FOR PPOPs ....................................................................................................... 3
NORMAL TRADING vs. PRIVATE PLACEMENT.................................................................................... 5
PROGRAM STRUCTURE ..................................................................................................................... 8
NON-SOLICITATION AND NON-DISCLOSURE ..................................................................................... 9
HOW BANKS AND BROKERS CAN PROFIT .......................................................................................... 9
PROJECTS ........................................................................................................................................ 10
PROCESS SUMMARY ....................................................................................................................... 10
ANALYSIS OF RISK INVOLVED IN PPOP CONTRACTS ........................................................................ 11
SCAMS ............................................................................................................................................ 15
USE OF LAWYERS FOR ADVICE AND GUIDANCE .............................................................................. 16
CONCLUSION .................................................................................................................................. 17

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 INTRODUCTION

This document explains some of the obscure or unclear aspects of Private

Placement Opportunity Programs (PPOPs). PPOPs are also known under
other names, such as Private Placement Programs (PPPs) or Private
Placement Investment Programs (PPIPs). This study is the result of several
years of expert personal experience and testimony, and is explained from the
viewpoints of both an client and a broker.

TOPICS

Before tackling the topic of Private Placement Opportunity Programs, it is

important to discuss the basic reasons for the existence of this business. This
discussion includes the basic concept of what money is and how it is created,
controlling the demand for money and credit, and the process of issuing a debt
note, discounting the note, and selling and reselling the note in arbitrage
transactions.

THE BASIC REASONS FOR PPOPS

MONEY CREATION

First and foremost, PPOPs exist to “create” money. Money is created by

creating debt.

For example: You as an individual can agree to loan $100 to a friend, with the
understanding that the interest for the loan will be 10%, resulting in a total to
be repaid of $110. What you have done is to actually create $10, even though
you don't see that money initially.

Don't consider the legal aspects of such an agreement, just the numbers.
Banks are doing this sort of lending every day, but with much more money.
Essentially, banks have the power to create money from nothing. Since PPOPs
involve trading with discounted bank-issued debt instruments, money is

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created due to the fact that such instruments are deferred payment
obligations, or debts. Money is created from that debt.

Theoretically, any person, company, or organization can issue debt notes

(again, ignore the legalities of the process). Debt notes are deferred payment
liabilities.

Example: A person (individual, company, or organization) is in need of $100.

He generates a debt note for $120 that matures after 1 year, and sells this debt
for $100. This process is known as “discounting”. Theoretically, the issuer is
able to issue as many such debt notes at whatever face value he desires – as
long as borrowers believe that he's financially strong enough to honour them
upon maturity.

Debts notes such as Medium Terms Notes (MTN), Bank Guarantees (BG), and
Stand-By Letters of Credit (SBLC) are issued at discounted prices by major
world banks in the amount of billions of USD every day.

Essentially, they "create" such debt notes out of thin air, merely by creating a
document.

The core problem: To issue such a debt note is very simple, but the issuer
would have problems finding buyers unless the buyer "believes" that the
issuer is financially strong enough to honour that debt note upon maturity.
Any bank can issue such a debt note, sell it at discount, and promise to pay
back the full face value at the time the debt note matures. But would that
issuing bank be able to find any buyer for such a debt note without being
financially strong?

If one of the largest banks in Western Europe sold debt notes with a face value
of €1M EURO at a discounted price of €800,000, most individuals would
consider purchasing one, given the financial means and opportunity to verify
it beforehand. Conversely, if a stranger approached an individual on the street
with an identical bank note, issued by an unknown bank, and offered it for the
same sale price; most people would never consider that offer. It is a matter of
trust and credibility. This also illustrates why there's so much fraud and so
many bogus instruments in this business.

LARGE DEBTS' INSTRUMENTS' MARKET

As a consequence of the previous statements, there is an enormous daily

market of discounted bank instruments (e.g., MTN, BG, SBLC, Bonds, PN)
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involving issuing banks and groups of exit-buyers (Pension Funds, large
financial institutions, etc.) in an exclusive Private Placement arena.

All such activities by the bank are done as "Off-Balance Sheet Activities". As
such, the bank benefits in many ways. Off-Balance Sheet Activities are
contingent assets and liabilities, where the value depends upon the outcome
of which the claim is based, similar to that of an option. Off-Balance Sheet
Activities appear on the balance sheet ONLY as memoranda items. When they
generate a cash flow they appear as a credit or debit in the balance sheet. The
bank does not have to consider binding capital constraints, as there is no
deposit liability.

NORMAL TRADING VS. PRIVATE PLACEMENT

All trading programs in the Private Placement arena involve trade with such
discounted debt notes in some fashion. Further, in order to bypass the legal
restrictions, this trading can only be done on a private level. This is the main
difference between this type of trading and "normal" trading, which is highly
regulated. This is a Private Placement level business transaction that is free
from the usual restrictions present in the securities market.

Usually, trading is performed under the "open market" (also known as the
"spot market") where discounted instruments are bought and sold with
auction-type bids. To participate in such trading, the traders must be in full
control of the funds, otherwise they lack the means buy the instruments and
resell them. Also, there are fewer arbitrage transactions in this market, since
all participants have knowledge of the instruments and their prices.

However, in addition to the open market there is a closed, private market

wherein lies a restricted number of "master commitment holders". These
holders are Trusts with huge amounts of money that enter contractual
agreements with banks to buy a limited number of fresh-cut instruments at a
specific price during an allotted period of time. Their job is to resell these
instruments, so they contract sub-commitment holders, who in turn contract
exit-buyers.

These programs are all based on arbitrage transactions with pre-defined

prices. As such, the traders never need to be in control of the client's funds.
However, no program can start unless there is a sufficient quantity of money

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backing each transaction. It is at this point the clients are needed, because the
involved banks and commitment holders are not allowed to trade with their
own money unless they have reserved enough funds on the market,
comprising unused money that belongs to clients, never at risk.

The trading banks can loan money to the traders. Typically, this money is
loaned at a ratio of 1:10, but during certain conditions this ratio can be as high
as 20:1. In other words, if the trader can "reserve" $100M, then the bank can
loan $1B. In all actuality, the bank is giving the trader a line of credit based on
how much money the trader/commitment holder has, since the banks won't
loan that much money without collateral, no matter how much money the
clients have.

Because bankers and financial experts are well aware of the open market, and
equally aware of the so-called "MTN-programs", but are closed out of the
private market, they find it hard to believe that the private market exists.

ARBITRAGE AND LEVERAGE

Private Placement trading safety is based on the fact that the transactions are
performed as arbitrage transactions. This means that the instruments will be
bought and resold immediately with pre-defined prices. A number of buyers
and sellers are contracted, including exit-buyers comprising mostly of large
financial institutions, insurance companies, or extremely wealthy individuals.

The issued instruments are never sold directly to the exit-buyer, but to a chain
of clients. For obvious reasons the involved banks cannot directly participate
in these transactions, but are still profiting from it indirectly by loaning money
with interest to the trader or client as a line of credit. This is their leverage.
Furthermore, the banks profit from the commissions involved in each
transaction.

The client's principal does not have to be used for the transactions, as it is only
reserved as a compensating balance ("mirrored") against this credit line. This
credit line is then used to back up the arbitrage transactions. Since the trading
is done as arbitrage, the money (“credit line”) doesn't have to be used, but it
must still be available to back up each and every transactions.

Such programs never fail because they don't begin before all actors have been
contracted, and each actor knows exactly what role to play and how they will
profit from the transactions. A trader who is able to secure this leverage is
able to control a line of credit typically 10 to 20 times that of the principal.
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Even though the trader is in control of that money, the money still cannot be
spent. The trader need only show that the money is under his control, and is
not being used elsewhere at the time of the transaction.

This concept can be illustrated in the following example. Assume you are
offered the chance to buy a car for $30,000 and that you also find another
buyer that is willing to buy it from you for $35,000. If the transactions are
completed at the same time, then you will not be required to “spend” the
$30,000 and then wait to receive the $35,000. Performing the transactions at
the same time nets you an immediate profit of $5,000. However, you must
still have that $30,000 and prove it is under your control.

Arbitrage transactions with discounted bank instruments are done in a similar

way. The involved traders never actually spend the money, but they must be
in control of it. The client's principal is reserved directly for this, or indirectly
in order for the trader to leverage a line of credit.

Confusion is common because most seem to believe that the money must be
spent in order to complete the transaction. Even though this is the traditional
way of trading - buy low and sell high – and also the common way to trade on
the open market for securities and bank instruments, it is possible to set up
arbitrage transactions if there is a chain of contracted buyers.

This is why client’s funds in Private Placement Programs are always safe
without any trading risk.

HIGH YIELD

Compared to the yield from traditional investments, these programs usually

get a very high yield. A yield of 50%-100% per week is possible.

For example: Assume a leverage effect of 10:1, meaning the trader is able to
back each buy-sell transaction with ten times the amount of money that the
client has in his bank account. In other words, the client has $10M, and the
trader is able to work with $100M. Assume also the trader is able to complete
three buy-sell transactions per week for 40 banking weeks (one year), with a
5% profit from each buy-sell transaction:

(5% profit/transaction)(3 transactions/week) = 15% profit/week

Assume 10x leverage effect = 150% profit...PER WEEK!

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Even with a split of profit between the client and trading group, this still
results in a double-digit weekly yield. This example can still be seen as
conservative, since first tier trading groups can achieve a much higher single
spread for each transaction, as well as a markedly higher number of weekly
trades.

CLIENTS

The involved clients (program clients) are not the end-buyers in the chain.
The actual real end-buyers are financially strong companies who are looking
for a long term, safe investment, like pension funds, trusts, and insurance
companies. Because they are needed as end-buyers, they are not permitted to
participate "in-between" as clients. The client who participates in a PPOP is
just an actor in the picture along with many other actors (issuing banks, exit-
buyers, brokers, etc.) who benefit from this trading. Usually, the client does
not interact with others involved in the process.

PROGRAM STRUCTURE

Normally, a trading program is nothing more than a pre-arranged buy/sell

arbitrage transaction of discounted banking instruments. Theoretically, an
client with a large amount of funds (on the level of $100-500M USD) could
arrange his own program by implementing the buy/sell transaction for
himself; however, in this case he needs to control the entire process, initiating
contact with the banks and the exit buyers at the same time. This is not a
simple task, considering the restrictions in place.

For a client it is much simpler (and usually more profitable) to enter a

program where the trader and his trading group have everything in place (the
issuing banks, the exit buyers, the contracts ready for the arbitrage
transaction, the line of credit with the trading banks, all of the necessary
guarantees/safety for the client, etc.). The client needs only to agree with the
contract proposed by the trader, disregarding any other underlying issues.

It is further advantageous for the client to enter a program with a

substantially lower amount of money and benefit from the line of credit
offered by the trading group.

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 NON-SOLICITATION AND NON-DISCLOSURE

As a direct consequence of the PPOP’s environment where this business has to

take place, a non-solicitation agreement has to be strictly followed by all
parties involved. This agreement strongly influences the way the participants
can interact with each other. Sometimes non-solicitation agreements foster
scam attempts, due to the fact that at an early stage it is often difficult for the
clients to recognize reliable sources to be in contact with.

There is another reason why so few experienced people talk about these
transactions: virtually every contract involving the use of these high-yield
instruments contains very explicit non-circumvention and non-disclosure
clauses forbidding the contracting parties from discussing any aspect of the
transaction for a specified number of years. Hence, it is very difficult to locate
experienced contacts who are both knowledgeable and willing to talk openly
about this type of instrument and the profitability of the transactions in which
they figure. This is a highly private business, not advertised anywhere nor
covered in the press, and is closed to anyone but the best-connected, most
wealthy entities that can come forward with substantial cash funds.

HOW BANKS AND BROKERS CAN PROFIT

Banks are not allowed to act as clients in such programs. However, they are
able to profit indirectly in different ways. This fact permits some private
brokers, trading groups, and clients to take part in this process that otherwise
would be a banking matter only. The assets coming from private clients are
necessary to start the process. These private, large funds are the mandatory
requirement for the buy/sell transactions of banking debt instruments.
Brokers are necessary to introduce the clients to the trading groups. Thus,
each of the involved parties takes their part in the sharing of the benefits,
commissions for banks and brokers and proceeds for trading groups and
clients).

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 PROJECTS

The purpose of this type of trading is to finance projects, not generate

tremendous profits for the client. These may be for-profit or non-profit and
can be funded as a result of this trading.

Since this type of trading generates such large amounts of money on the
market, measures must be taken to keep the inflation low. One way to do this
is to adjust the interest rates, but this usually has little or no effect. A better
way to minimize inflation is to let some of the profit be used for different
projects that need funding, such as rebuilding infrastructure in regions of the
world that have experienced catastrophes or war.

PROCESS SYNTHESIS

The complete process involving the issuing of debt-notes, the arbitrage

transactions, the programs, and the projects is a result of combined market
forces. Banks have a method of increasing their revenues and profits, clients
are able to finance different ventures, and borrowers are able to access loan
funds. There is a supply and demand for such instruments, and as long as the
supply and demand exists then also this kind of trading will exist.

PROCESS SUMMARY

The following is a summary of the process involved for entering a PPOP:

A client with a minimum of €100M applies for a Private Placement

Opportunity Program.

This business is entirely private. To get access to these investment programs,

the client needs to send his preliminary documentation to a broker whom the
client trusts to be in direct contact with the trading group. That means a Client
Information Sheet, a copy of their passport, and a bank statement showing the
balance of funds being committed for trade. It is generally required that the
bank statement be signed by two authorized bank officers to make it full bank
responsibility. There is no other way for the client to get contact with the
trading group.

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After the client has sent his own paperwork (their Passport, Client
Information Sheet, and recent bank statement showing cash), the trading
group will investigate the applicant. If the response is positive, the program
manager in the trading group will contact or meet with the client. If the
investigation is not favourable, the program manager will contact the broker
and tell him that the client did not qualify.

During the contact with the client, the trader will explain the program
terms/conditions to the client, and outline the guarantees and requirements
to start the program. The client will get instructions to open a new sole
signatory bank account at the trading bank for transferring the funds there.

The client will receive a contract which states the total gross yield, the
percentage of the gross profit reserved for projects, the percentage for the
trading group and the percentage for profit participation fees to be deducted
for brokers/intermediaries. The net return to the client will be wired to
another account that can be located in any bank worldwide. If the client
accepts the contract, the contract is signed and the program is ready to start.

The trader is now able to leverage the client's reserved money 10 times, and is
now able to back up the arbitrage transactions with that money, a credit line
that remains in the bank account that is screened before each arbitrage
transaction. Trading now continues, and the profit is paid out per the contract
terms to the client.

The programs work with cash only or gold bullion. This fact means that the
client will only be accepted with liquid funds. Recent rulings by the G20
prohibit the use of an asset other than cash or gold bullion in a bank vault. A
line of credit must be established and drawn down into an account at a bank,
where it is lodged and blocked.

ANALYSIS OF RISK INVOLVED IN PPOP CONTRACTS

Finalizing PPOP contracts with clients can be a stressful process because of

problems encountered along the way.

FROM THE CLIENT'S SIDE

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The applicant client will not be able to meet directly with the trader in this
business. The main reason why there's a broker-intermediary chain is
because the people in the trading groups have no time or interest in meeting
all the people who are just fishing for information, and/or who fail to qualify
because they don't have enough money, or have useless bank instruments.

If you're a qualifying client, truly connected intermediaries/brokers should be

able to place you in contact with a performing trading group. Don't attempt to
find a trader on your own: Most so-called traders in the financial world are
not involved in this kind of trading and are not educated to their existence.
Those few traders who are keep a low profile and would never talk with a
client who hasn't been cleared. In fact they cannot until the client passes the
international KYC (Know Your Customer) compliance.

When it comes to cases of non-performance, the problem is usually on the

client side. The client doesn't qualify for a variety of reasons; he doesn't have
enough money, the bank is too small or is located in the wrong country, he
cannot move his funds, etc.

Oftentimes deals are killed because the broker and/or intermediary don't
understand the process, and inject themselves, more concerned about a fee
than about allowing the two principals (Client and Trader) to interact without
interference.

Some of the most common reasons why clients are never able to enter this
kind of trading are:

 They don't have enough money or workable assets.

 They don't have the money in an acceptable bank.

 They don't have full control of the money (or of the bank instruments).

 They don't have a good explanation of the origin of the money.

 They do not follow the required procedure.

 They do not collaborate enough with the Trading Group.

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  They delay the delivery of documents or send fake or non-confirmed
documents.

 Their identity cannot be confirmed.

 They are blacklisted or under investigation.

Remember that the trading group does not have to give any explanation why
the client doesn't pass through the clearance.

Clients should understand what is required to qualify:

 A minimum of $100 Million EURO or USD in cash located in a major

bank in Western Europe, USA, Canada, Hong Kong, Singapore or
Australia. Additionally, the money needs to be traceable with a non-
criminal history.

 The client, or company if one is represented, should be clearly

identified.

 Once cleared, clients are invited to the table, but their acceptance is
never guaranteed, regardless of their assets or prominence.

 The client himself must be the one and only person that the trading
group deals with. He is not allowed to let his lawyer or any other
person perform or act on his behalf, brokers included. If the client does
not speak English and needs assistance, then he must sign a Limited
Power of Attorney for a translator. The LPOA will only be accepted for
communication purposes, and the must still sign all the documents.

Clients who have the least amount of money are always placed last in the
queue. A client with €100M will get more attention than an client with €10M.
Clients who have assets other than cash or AU bullion in a bank vault will also
always be placed last in the queue, if they are accepted at all. Assets other
than cash or gold bullion must be monetized to provide cash for the trading
account.

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It is difficult for any client to ensure that he meets the right people; those few
intermediaries and brokers who know the process and who are working with
a performing trading group. The best he can do is to educate himself and not
be lured by those who claim that their program will give the highest yield. He
must also be patient, and trust the legitimate intermediary or broker. There is
no way that the client will directly meet with the trade group before he has
been cleared.

If for any reason the client is dissatisfied with the broker and/or intermediary,
then another one can be obtained.

These are some of the main risks the client can meet:

 Nothing will come out of the trade; no contract and no profit, just
frustration after weeks/months of waiting.

 Clients or their intermediaries and/or brokers are "shopping around"

with client documents, which sooner or later will result in blacklisting.

 The client is told that he must move his funds out of his own control; to
an escrow account, etc.

 The client is told that he must buy or lease a bank instrument for his
money. In the worst-case scenario this instrument is a fake, or
impossible to use.

 The client is told that he must pay upfront fees, because a leverage of his
funds must be done, or some bank instrument must be discounted, or
banking fees must be paid, etc. The upfront fees paid are lost, and
nothing more will happen.

FROM THE BROKER'S AND INTERMEDIARY'S SIDE

There is a common misuse of such terms as brokers, intermediaries, and

facilitators. The fact is, these are not official terms in banking or finance, but
such terms are used within trading groups and in their communication
between each other. Although a broker or an intermediary can claim that they
are in direct contact with a person carrying that title, it is not a guarantee of
anything. Any person can fraudulently call himself a trader, or a commitment

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holder, or whatever. And since such positions cannot be verified (at the first
stage), such titles can be meaningless as seen from the clients' point of view.

There is almost always a chain of trading group, a broker and intermediary,

and client. This is for two reasons. Firstly, trading groups, brokers, and
intermediaries are not allowed to solicit; the Client must start by asking for
information.

Secondly, this protects all parties involved with the trading group. Brokers
may work through several intermediaries, and vice versa intermediaries. A
chain of more than one or two intermediaries connected directly between the
two Principals, in general, is not acceptable to some program providers.

A good broker should also screen the potential clients, filtering the most
promising applicants and at the same time collecting from them the proper
documentation. In this way, the trading group receives workable
documentation from the broker.

The most common risks or problems that a broker, an intermediary or a

facilitator can meet with in this business are:

 They may need to investigate dozens of clients before finding a qualified

applicant.

 They may discover the assets of client to be unworkable after weeks or

months of processing.

 They may have difficulty qualifying themselves with new clients

because they cannot show any past performance or past contracts. The
relationship with the client is just a matter of trust at an early stage.

There could be several levels involved for the intermediaries. The closest one
to the trading group (sometimes called also facilitator) is the most important
person. This person should have a direct contact with the trading group. Any
other broker beneath the facilitator has a lower value in the hierarchy. The
broker and/or the intermediary can have problems showing the client his
level in the hierarchy at an early stage.

SCAMS

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From time to time you may hear about scams (or potential scams) in the High
Yield Investment Programs arena. One of the conditions that facilitate scams
in this business is due mainly to the non-solicitation environment and the
private approach required that forces information to remain as pure
whispered gossip ready to be expressed aloud at any time. That fact facilitates
a diffuse level of ignorance in this matter where scammers are in their
element.

Possible scams include:

 The intermediary asks for up-front fees (in a real situation no one will
ask for up-front fees to the client).

 You are asked to transfer the money into an escrow account not in full
control of the client.

 You are asked to buy a bank instrument against the funds to start the
program (that later will be discovered to be of no value).

 You are asked to pool the funds together with other little clients.

The internet is now full of different money-making opportunities that promise

to return a high yield on the small client's money. In most cases such
programs are Ponzi schemes (pyramid schemes). And even if a few might be
managed by honest people who are trying to aggregate enough funds in order
to enter this kind of trading, they are doomed to fail. First there is the
problem with pooling a €100M minimum. In many countries, it is illegal to
pool money with promises of a high return. Factor in the problems with high
numbers of participants being managed, the trust factor, and clearance issues,
trading may never begin...

However, the main scams are usually made or attempted with small clients
that never will qualify as PPOP clients. Usually, it is very rare that an honest
client with €100M can fall into this kind of trap. Larger clients are investment
savvy and can utilize the knowledge of other financial experts to drive the deal
on a "safety road".

USE OF LAWYERS FOR ADVICE AND GUIDANCE

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It is the writer’s opinion that lawyers and accountants are engaged to serve as
people who execute agreements or financial reports between the principals in
support of the client’s business decision made between two parties. In most
general cases, their advice is solicited, however, it is rare to find an attorney
who is intimately familiar with PPOP’s. As a result, almost always, the client is
poorly advised by practicing attorney’s who are not sufficiently educated in
this arena. Would you go to a podiatrist to get advice on having brain surgery?

Too often, because of their well-deserved achievements to become a legal or

accounting professional, they are additionally asked to guide and direct the
client’s decisions. Whilst they are trained professionals in their respective
fields, they are not the ones who should be in charge of or direct the client’s
ultimate business decision. As a result, typically ill-advised input comes from a
lack of understanding in this arena, and many clients who otherwise would
have benefited well are told to stay away by their ‘advisors’. Even though they
will believe or state they are ‘protecting the client’, the lost opportunity
because of that advice is extraordinarily costly. Both have their place, but
should not be guiding a decision in this world if they are not experts. The final
decision rests with the client.

WARNING ON SCAMS

It is very common to find so-called “Official Reports” warning the public that
this business does not exist and any of these offers are scams.

The reports in question could have been written by the SEC, FBI, ICC or any
other regulatory authority. You should be aware that official documents like
the “Commercial Crime Services’ Special Report on Prime Bank Instruments
Frauds” by the ICC Commercial Crime Bureau are widely spread and used as a
reference by banks, accountant firms, lawyers, SEC, FBI, and other authorities
around the world. So, if the ICC says that this is a scam, and your accountant
says that this is a scam, and your banker says that this is a scam, is it a scam?

Understand, most people working at banks, securities houses, and accountant

firms have no insight into this kind of trading. So, if the SEC, FBI, and others
say that this is a scam, then they believe it to be so.

CONCLUSION

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Obviously, it would not be a good idea to reveal everything regarding this type
of trading in this writing, or on any other public conference or forum. This
kind of trading can only continue because it is unknown to the public and
traditional clients. The professionals in this business must be extremely
cautious when it comes to sharing information.

Learn and understand monetary history and banking, and it will become clear
why this type of trading can – and does – work.

Livia NITA - International Strategic Advisor

[email protected]@gmail.com

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