David MAO

Private Placement Programs

How does it work? Block/Commitment of the Funds - Compliance / Due Diligence

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Published on October 07, 2017 -

How does it work?

Private Placement transactions only consider freely available clean and cleared Cash Funds deposited in top international Banks, for trade transaction purposes and subject to approval and verification of the account, the account holder’s signatory authority and control over the account and the account holder’s ability to arrange the necessary transactional blocking structure and compliance acceptability of the Cash and the Applicant (the “Client”).

The “Client”:

The Client must be the legal and Beneficial Owner of the Funds/Assets, not only the Beneficiary of the Funds/Assets. The Client is holding, owning and controlling under his/her sole signatory power, ownership and authority, either through him/herself or through a company under his/her direct control the financial Asset (the “Asset”).

The “Assets” acceptable:

  • Type: Cash deposit on a regulated Bank account
  • Currency:
  • For another Currency, please contact us.
  • Account holder: the Client
  • Depositary Bank: to be confirmed by the Client, acceptable Bank
  • Amount: Superior to 100M/120M, in accordance with existing and running trading programs and present possibilities/capacities and also the applicable investment regulations. [LTV must be at least 100M]. Any amount in a shot is possible. This Trader arranges multiple trading accounts.
  • No Transfer, if the Funds are deposited in a Prime Bank() accepted by the Operator... Banks in Western Europe, Middle East (UAE, Bahrain or KSA...), Japan, Australia, Hong Kong, Singapore, China, North America...
  • If the Funds are < 100M (at least 50M, but more is always better), on a case-by-case basis. Open from time to time.
  • When the Funds are requested to be transferred, on a case-by-case basis, they will always be under the exclusive control of the Client, in an account in his name and under his own signature.
  • The Funds must be immediately available to the Client, free of any restrictions, third-party interests or encumbrances, and freely transferable upon the Client's sole instructions.
  • Status: clean & clear funds, cleared by the Client’s Bank, no liens or pledge, free of any restrictions...
  • Leased Funds, borrowed Funds, Funds assigned to the Client for his use are not an acceptable Asset. It is nevertheless specified that freely transferable LOAN could qualify, on a case-by-case basis. A Client will need to prove that the latter can freely use it, withdraw from the Banking Account...
  • Any Funds currently blocked in favour of any party even if blocked in favour of the Account Owner are not acceptable. If the Funds are already blocked, they do not qualify. Before a Client submits, please ask the Bank to unblock the Funds first.
All transactional Funds are required to be fully liquid and fully transactable.

See the technical definition

The “Client” commits his Funds to the Trader:

The Trader allocates one of his available Credit Lines, delivered against the Blocking of the Client's Funds and then the Trading Facility (Private Placement Program) will start effectively. In exchange for the commitment of the Blocking of the Client’s Funds, the Client receives the Net Profits/Returns of the Trading Facility allocated for the projects' funding of the Client, upon the execution of all necessary legal mutual commitments to be detailed in a trade and investment Agreement.

The Trading Facility will be performed as follows:
  • Type: Buy/Sell trade (the “Trade”)
  • Frequency: intraday, every Trading Banking Day
  • Market: seasoned/life Notes - Medium Term Notes (MTNs)
  • Collateral: the Credit Line
  • Exit route: pre-negotiated sale agreement(s) of Medium Term Notes (MTNs)
  • Buyer: exit MTN Buyer of the Trader
  • Closing: at the end of every Bank Trading Day
  • Gross returns: net spread of the Trade
Funding projects using free-cash money from these profits, along with protection of the Investor principal, allows the Investor (the “Client”) to build debt-free projects, which can be profitable in their own right.

No external changes to the Client’s account are required and the Client retains sole ownership and signatory control over the account and Funds subject only to the format of commitment made. There is no sub account created. The Trader/Trade Platform has no control over the account.

The Client's capital is never used or traded:

The Private Placement Program PPP is a tailor-made and secured buy/sell trading operation of Medium Term Notes (MTN life notes), providing for a “no loss” trading facility where the Client’s capital is under no effective threat of depletion. The PPP is nothing more than a pre-arranged buy/sell arbitrage transaction of discounted financial instruments. Private Placement trading safety is ensured since the transactions are performed as arbitrage transactions. This means that the instruments will be bought and resold immediately with pre-defined prices. Theoretically, an Investor (the “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 him/herself; however, in this case, he/she 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.

Consider the example of the Euro zone: The NEU CP and NEU MTN market is a commercial paper and medium-term note market in the Euro zone. The commercial paper (NEU CP –Negotiable EUropean Commercial Paper) and medium-term note (NEU MTN - Negotiable EUropean Medium Term Note) market allows issuers to diversify their sources of funding and provides investment opportunities in euro and other currencies. The Client can have access to the issuers, as an example, the search functions on the "List of issuers" page allow, through filters, to select, all issuers whose program is rated or has a first demand guarantee or all non-resident issuers. An other source is the European Central Bank, with the Query eligible assets (daily data).

The Investor (the “Client”) who participates in a PPP is just an actor in the picture along with many other actors (Issuers, Exit-buyers, etc.) who benefit from this trading. Usually, the investor (the “Client”) does not act with others involved in the process. There is an enormous daily market of discounted financial instruments involving issuing Banks, the traders/trade groups, and the groups of exit buyers (Pension Funds, large financial institutions, etc.)

Most seem to believe that the money must be spent in order to complete the transaction. But it is not the case. It is not speculative trading offers, highly speculative products, for example the Contract For Difference [CFDs], Forex or Binary Options: Shares/Stocks Trading, Financial Derivatives, Forex Trading & Rolling-spot Forex Contracts [Risks of forex trading: Nine private clients out of ten lose money], Binary Options Trading, Contract For Difference [CFDs] or CFD-like options, Commodities Trading, Cryptocurrencies Trading, Futures & Options... It is important to reiterate, that the Trader is using the Client's Funds to obtain a Bank Credit Line, which is what is used in his or her trading activities. The responsibility for repayment of the line falls to the Trader, not the Investor (the “Client”). The Client’s principal is reserved for the Trader to leverage a non-recourse line of credit. The trader is responsible for the unlikely need for repayment.

All trading is conducted by the Trader/Trade Platform using a Bank Credit Line created by the Trader via the Trader’s Bank and technically secured against the Trader’s/Platform’s own Assets. The Client’s Cash Funds remain at their own Bank under the full control of the Client, and technically although the format of Funds commitment may be in favor of the Trader/Platform, to comply with transaction regulations, cannot control or make claim against the Client’s Cash Funds, and cannot transfer them or move them from the account and they cannot be accessed by anyone other than the Client.

For an Investor (the “Client”), it is much simpler to enter a program where the licensed Trader and his 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, etc.). The Investor (the “Client”) needs only to agree with the Contract proposed by the Trader/Platform, disregarding any other underlying issues.

The Compliance / Due Diligence:

These Private Placement Programs can only be planned for Clients of acceptable status and the Client’s presentation of information and documentation must be totally honest and transparent.

These Private Placement Transactions are not allowed to be publicized and Traders/Platforms are not allowed to promote them or offer any transaction to anyone unless and until that party has pre-qualified themselves by submitting an offer of Cash Funds/Assets to the Trader/Trade Platform via the Compliance Office in the form of a full Compliance Package of documentation and information in respect of the Applicant (the “Client”) and the Cash Funds/Asset, the Application/Know Your Client (KYC) documentation.

Compliance is a procedure carried out by the Trader / Platform / Compliance Office Team, that investigates the information provided by the Applicant (the “Client”) to ascertain beyond any doubt the veracity of all of the documentation and all of the information provided in all of the documentation provided by the Applicant (the “Client”) and in particular the existence and ownership and control over the Funds etc. and the history of the Applicant (the “Client”) and the Funds etc. to establish acceptability for any transaction. This is the set of documents that will be researched through the compliance department to be certain that the Client and their Assets are authentic, verifiable, acceptable, and that the Banker will cooperate (Verification of the Funds on a bank-to-bank basis, person and company background checks in accordance with the regulatory compliance [Sanctions, PEPs, watch & black lists verification() ...]). The existence of all Cash Balances, Bank Accounts, the Control over all Cash Balances, Bank Accounts and the position regarding the Transactability of the Funds is required to be appropriately verified together with the ability of the Cash Balance, Bank Account Owner to commit the Cash Funds in the format required for transactional purposes. The availability of the Bank support for the Cash Balance, Bank Account Owner to commit the Cash Funds in the format required for transactional purposes is required to be verified. The International and European Union() anti-money laundering regulations impose obligations to obtain sufficient knowledge of the Clients, their identity, their business and the nature of funds.

Only the Beneficial Owner of the Cash Funds and the person who is the Sole Signatory on the Funds Account at the Depository Bank can issue and sign the Application and Compliance Documentation (KYC) and is the only party permitted to sign the Contract. The Client must be willing to and capable of arranging an acceptable Format of Block/Commitment whatever form is necessary for the relevant transaction, over the Funds, in favour of the Trader/Platform, in the format applicable to the Transaction and the Client must be prepared to arrange this and the Client’s Bank must be willing to co-operate by doing so on Client Instruction and any failure to make such arrangements will render potential transactions “null and void”.

So, if the Clients want to be introduced to a Private Placement Program (PPP), they must pass successfully the Compliance and then, they can have a Trade Offer and benefit of a Program planned by one of the Traders.

When I/we receive a KYC documentation from a Client, I/we immediately secure/protect Client's information in an encrypted volume (data storage device) thanks to On-the-fly Encryption() (also called transparent or real-time encryption), comply with the GDPR(), so as to give extra protection against data theft and data leaks. [VeraCrypt: Protection against Cold Boot Attacks, No Backdoor Access, Creates On-The-Fly Encryption Volumes, Stops Data Leaks, Prevents Data Theft].

About the The Medium Term Notes (MTNs):

Medium Term Notes (MTNs) / Medium-term notes are medium-term, fixed-interest debt securities that are normally issued up to 10 years, i.e. the maturity date is typically within 10 years of issuance. A good portion of MTN issuance has maturity dates ranging from 5 to 10 years, though by definition a medium term note can have a maturity between 1 and 10 years.

For each Trade in the MTN market, the Central Securities Depositories() are involved in the recording of all transactions and managing payments. The Investor (the “Client”) who participates in a Private Placement Program is just an actor in the picture along with many other actors (Issuers, Issuing and Paying Agents, Rating Agencies, Guarantors, Arrangers, Exit-Buyers, Clearer, Regulator, etc.)

The Central Securities Depositories() (CSDs)

The Central Securities Depositories() (CSDs), such as Depository Trust Company() (DTC) or Euroclear() for screening, authentication, or settlement(), operate the infrastructure that enables the so-called securities settlement systems. In particular, CSDs
  • allow the registration and safekeeping of securities
  • allow the settlement() of securities in exchange for cash
  • track how many securities have been issued and by whom
  • track each change in the ownership of these securities
To harmonise rules in this area the European Union (EU) has adopted a regulation() on CSDs() (CSDR()). The main objective of the regulation() is to increase the safety and efficiency of securities settlement and settlement infrastructures in the EU. It does this by introducing
  • shorter settlement() periods
  • cash penalties and other deterrents for settlement() fails
  • strict organisational, conduct of business and prudential requirements for CSDs()
  • passport system allowing authorised CSDs() to provide their services across the EU
  • increased prudential and supervisory requirements for CSDs() and other institutions providing Banking services that support securities settlement()
The cross-border transactions in Europe, ranging from usual purchases/sales of securities to collateral transfers, continue to increase and CSDs() become increasingly interconnected. The CSD Regulation() harmonises legal aspects of securities settlement() and the rules for CSDs() at European level, allowing Target2 Securities (T2S)() (common technical platform to support CSDs() in providing borderless securities settlement() services in Europe) – which harmonises operational aspects of securities settlement() – to achieve its goals more effectively. 21 CSDs() from 20 European countries, and by extension their local market communities, are connected to T2S().

There are over 30 CSDs() in the EU, generally one in each country, and two 'international' CSDs() (ICSDs – Clearstream Banking Luxembourg() and Euroclear Bank()). The ICSDs() are a sub-category of CSDs() specialised in the issuance of international bonds, commonly known as "Eurobonds". The two ICSDs() represent about 37% of total settlement() volumes in the EU.

The ICSDs() form part of larger groups, which include national CSDs():
  • Euroclear group includes Euroclear Bank() (the ICSD()) and 6 national CSDs() in France, Belgium, Netherlands, the UK and Ireland, Finland and Sweden;
  • Clearstream group includes Clearstream Banking Luxembourg() (the ICSD()) and 2 national CSDs() in Germany and Luxembourg.
The two groups represent around 80% of total settlement() volumes in the EU.

By comparison, the US market is very concentrated, with only two CSDs(), one for government securities (Fedwire Securities Service), and the other for all other securities (Depository Trust Company() (DTC)).

There are three main types of institutions operating securities market infrastructures:
  • Trading venues - that is, regulated exchanges, MTFs (multi-lateral trading facilities), OTFs (organised trading facilities), where the trading of securities takes place. These are regulated by MiFID(ⅹⅲ);
  • Central counterparties (CCPs)(ⅹⅳ) – responsible for clearing of securities transactions. These will be regulated by the Regulation on OTC (over the counter) derivatives, central counterparties and trade repositories (EMIR(ⅹⅴ));
  • Central Securities Depositories() (CSDs) - responsible for settlement() of securities transactions. These will be regulated by the CSD Regulation().
The CSD Regulation() therefore completes the regulatory framework for securities market infrastructures, alongside MiFID(ⅹⅲ) and EMIR(ⅹⅴ).

Sources: EUR-Lex, European Commission, European Central Securities Depositories Association (ECSDA), Asia-Pacific Central Securities Depository Group (ACG) , European Central Bank (ECB), European Securities and Markets Authority (ESMA), U.S. Securities and Exchange Commission (SEC), The Depository Trust Company (DTC), Bloomberg, Clearstream, Euroclear, European Association of CCP Clearing Houses (EACH) , Autorité des Marchés Financiers (AMF), Banque de France (BDF), Bank for International Settlements (BIS), FRBservices.org, Europa-Kommissionen...

Important:

This text is provided for general informational purposes. This is not intended to be legal advice; it is information and opinion only. Do not rely on this information as legal advice. You must first see your own attorney and apply the facts of your particular situation to the law of your state and country. Do not engage in any area of the subject of this article without first seeing an attorney.

Please note: Any information that is provided and is found to be fraudulent or involving illegal assets or activities will be reported to the appropriate Authorities

This proposal, introduction, transaction, agreements and communications will be covered by standard ICC 500/600 NCNDA provisions as well as any documentation exchanged. This proposal, introduction, transaction, agreements and communications mail shall not be considered as a regulated financial proposal or sale of financial product in any applicable jurisdiction. This is not a solicitation, nor is it an offer. The trade agreement between the trading group and the Client is the legal binding agreement.

Information non-contractual - Shall not be considered as a regulated financial proposal or sale of financial product in any applicable jurisdiction. All the elements mentioned in the text are only informative and don’t constitute in any case a solicitation or a contractual commitments. - Please note that the above return figures are of an indicative nature. We are not permitted, for legal reasons, to quote a precise expected yield. Only the trader can give the figures! Trade Group / Trading Entity will always offer the Client the best yield available at the time of trading. - "Past performance is no guarantee of future returns" -

References and External links:

ⅰ. [ www.relbanks.com/worlds-top-banks/assets] and [ www.relbanks.com/worlds-top-banks/market-cap] (TOP Banks)

ⅱ. Contents of the lists and sources
  • Politically exposed persons (PEP) lists: Most comprehensive listing of politically exposed persons (PEP) of all countries and territories of the world.
  • Watch & Black lists: International ‘alert reports’ on companies or persons, provided by financial authorities and entities responsible for financial supervision, as well as wanted lists of police authorities, governments or national and international investigation authorities.
  • Sanctions lists: Official national lists of persons or organisations against whom legal restrictions have been pronounced.
ⅲ. [4th AMLD] Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the Prevention of the Use of the Financial System for the Purposes of Money Laundering or Terrorist Financing, Amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and Repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC [ EUR-Lex]; [5th AMLD] Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 Amending Directive (EU) 2015/849 on the Prevention of the Use of the Financial System for the Purposes of Money Laundering or Terrorist Financing, and Amending Directives 2009/138/EC and 2013/36/EU [ EUR-Lex].

ⅳ. On-the-fly encryption means that data is automatically encrypted right before it is saved and decrypted right after it is loaded, without any user intervention. No data stored on an encrypted volume can be read (decrypted) without using the correct password/keyfile(s) or correct encryption keys. Entire file system is encrypted (e.g., file names, folder names, contents of every file, free space, meta data, etc).

ⅴ. [GRPD] Regulation (EU) 2016/679 Of The European Parliament And Of The Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) [ EUR-Lex].

ⅵ. What are Central Securities Depositories (CSDs)? CSDs are the key institutions that operate the infrastructure (so-called securities settlement systems) that enable settlement. They are the institutions which materialise the transactions concluded on the markets. It is with them that settlement is either finalised, or fails. CSDs also ensure the maintenance of securities accounts that record how many securities have been issued by whom and each change in the holding of those securities. This is made possible by the fact that CSDs intervene on the primary market, by centralising the initial recording of newly issued securities. CSDs also play a crucial role for the financing of the economy, as in practice almost all the collateral posted by companies, Banks and other institutions to raise funds flows ultimately through securities settlement systems operated by CSDs. For more details on the different ownership and governance models of CSDs, please refer to the CSD database. ECSDA represents 40 national and international central securities depositories (CSDs) across 36 European countries. The list of ECSDA members is available Here. The List of the payment and securities settlement systems, per Member States (Article 10(1) of Settlement Finality Directive 98/26/EC) is available Here.

In practice, the vast majority of CSDs perform all three services.

- Point 1 means that CSDs operate IT platforms allowing for the settlement of securities transactions. A transaction is “settled” once the CSD has credited the account of the buyer with the purchased securities (and debited the corresponding cash amount), while debiting the account of the seller with the securities (and crediting its account with the corresponding cash amount). Such credit and debit movements typically take place simultaneous, in a process called “delivery versus payment” or DvP.

- Point 2 refers to the role played by CSDs in relation to the securities issuance process. Indeed, CSDs can be described as the “first entry point” for newly created securities. Such securities, issued for example by private companies or public institutions (called “issuers”) are usually deposited into a single CSD, called the “issuer CSD”. The CSD is then often responsible for ensuring that the number of securities initially created equals the total number of securities in circulation (booked in investors’ accounts) at any time. This is what is meant by “ensuring the integrity of the issue”.

- Point 3 finally refers to the fact that, once a transaction is settled, the rights and obligations linked to the securities holdings must be managed. CSDs therefore also provide for the safekeeping (or “central maintenance”) of securities, including for example the processing of corporate actions such as dividend and interest payments, or voting rights in the case of shares. The notion of “top tier level” means that CSDs find themselves at the top of the securities chain, i.e. all holdings in a given financial instrument, whether by an individual or a financial institution, are ultimately kept in a securities account at the CSD.

Whereas CSDs were primarily created to serve their domestic market, ICSDs or “international CSDs” were created in the 1970s to settle eurobonds, i.e. international bonds denominated in a different currency from that of the country in which they are issued. Over the years, ICSDs have extended the scope of their services to cover all types of internationally-traded financial instruments, including equities and investment funds. There are two ICSDs in the European Union, which are both members of ECSDA: Clearstream Banking Luxembourg and Euroclear Bank in Belgium. Both hold a banking license and provide settlement in different currencies.

The Asia-Pacific Central Securities Depository Group (ACG) is an informal international organization with the objective to facilitate the exchange of information and to promote mutual assistance among member securities depositories and clearing organizations in the Asia Pacific region. The list of Asia-Pacific Central Securities Depository Group (ACG) members is available Here.

In the US, the Clearing agencies are broadly defined under Section 3(a)(23)(A) of the Exchange Act and undertake a variety of functions. Two common functions of registered clearing agencies are the functions of a central counterparty (CCP) or a central securities depository (“CSD”). Under Rule 17Ad-22(a)(2), a clearing agency performs the functions of a CCP when it interposes itself between the counterparties to securities transactions, acting functionally as the buyer to every seller and the seller to every buyer. As defined in Rule 17Ad-22(a)(3), CSD services means services of a clearing agency that is a securities depository as described in Section 3(a)(23)(A) of the Exchange Act. Generally, a clearing agency performs the functions of a CSD when it operates a centralized system for the handling of securities certificates. Following is a list of clearing agencies registered with the Commission under Section 17A of the Exchange Act and Rule 17Ab2-1: The list of clearing agencies registered with the Commission under Section 17A of the Exchange Act and Rule 17Ab2-1 is available Here.

ⅶ. Depository Trust Company: The Depository Trust Company (DTC), DTCC’s central securities depository subsidiary, provides depository and book-entry services and operates a securities settlement system. In this regard, DTC holds eligible securities on behalf of Participants and its activities include transfers and pledges of securities, and the settlement of transactions for Participants by book-entry, free of payment or delivery versus payment.

ⅷ. Euroclear: Both Euroclear Bank, as an International Central Securities Depositary (ICSD), and the Euroclear Central Securities Depositories (CSDs) offer a very low-risk DVP settlement environment: cash moves from the buyer’s to the seller’s account at the same time as the transfer of securities, on settlement date.
  • Euroclear Bank settles against payment in money held on a Euroclear Bank cash account - commercial bank money
  • Euroclear CSDs offer settlement services against payment in money held with the relevant national central bank – central bank money
ⅸ. What is settlement? Any trade in securities on or off a trading venue is followed by a post-trade flow of processes, including for example confirmation of the trade details by a trading venue or clearing by a central counterparty (CCP), leading to the settlement of the trade, which means the delivery of securities to the buyer against the delivery of cash to the seller. Settlement may occur on the day of the trade, but more often a number of days later depending on the type of securities, the type of trading venue, or the type of market concerned.

ⅹ. [Central Securities Depositories Regulation (CSDR)]: Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (CSDR) was published in the Official Journal on 28 August 2014, and entered into force on 17 September 2014 [ EUR-Lex]. The aim of CSDR is to harmonise certain aspects of the settlement cycle and settlement discipline and to provide a set of common requirements for CSDs operating securities settlement systems across the EU. CSDR plays a pivotal role for post-trade harmonisation efforts in Europe, as it will enhance the legal and operational conditions for cross-border settlement in the EU. Relevant Authorities for Central Securities Depositories (CSDs) Article 12 of Regulation (EU) No 909/20141 (CSDR) are available Here

ⅺ. . What is TARGET2-Securities (T2S): TARGET2-Securities (T2S) has been fully live across 21 European CSDs ( The List of Central Securities Depositories (CSDs) connected to T2S). Transacting in European securities requires settlement capabilities across Europe’s Central Securities Depositories (CSDs). With T2S, CSDs outsource the ‘versus payment’ movement of securities and central bank money to a technical settlement platform run by the European Central Bank. Consequently, T2S brings a standardised settlement system and process to European markets. T2S has delivered some clear benefits:
  • Harmonisation which has improved interoperability and delivers collateral and liquidity efficiencies
  • Standardisation with a single settlement day across markets which gives economies of scale, reduces risk and supports regulatory compliance (with Central Securities Depositories Regulation)
  • Reduced settlement risk from true integrated ‘versus payment’ settlement in central bank money
  • Settlement efficiency of 98% through new functions such as auto collateralisation, partial settlement and ‘hold and release’
  • Stability and capacity with a daily average of 600,000 transactions and headroom for growth (as can be seen from the night-time settlement cycle generally completing by 11pm)
  • Ancillary benefits in asset servicing where the roll-out of T2S has pushed markets into compliance with market standards.
ⅻ. Clearstream: As an international central securities depository (ICSD) based in Luxembourg, provides post-trade infrastructure and securities services for the international market and 58 domestic markets worldwid.

ⅹⅲ. In June 2014, the European Commission adopted new rules revising the MiFID framework. These consist of a directive [MiFID 2] - Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU) [ EUR-Lex] and a regulation [MiFIR] - Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012) [ EUR-Lex].

ⅹⅳ. What is a Central counterparty (CCP)? An Intermediary between two parties in order to secure the deals against counterparty risk and default. The use of CCPs was mandated in the G-20 2009 Pittsburgh Agreement and is being implemented in rules such as the Dodd-Frank Act (Title VII) in the US, and the European Market Infrastructure Regulation (EMIR) [ EUR-Lex]. The List of the Central Counterparties (CCPs) authorised to offer services and activities in the Union in accordance with Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories [ EUR-Lex], published by ESMA in accordance with Article 88(1) of EMIR is available Here and the List of central counterparties (CCPs) established in non-EEA countries which have applied for recognition under Article 25 of Regulation (EU) No 648/2012 of the European Parliament and of the Council (EMIR) [ EUR-Lex] is available Here.

ⅹⅴ. EMIR: The most important aim of the European Markets Infrastructure Regulation (EMIR) is to increase the transparency of the over the counter (OTC) derivatives market, so that the EU with the help of European Securities and Markets Authority ( ESMA) to have a clear view about the turnover, participants and any possible market manipulation. Another objective is to reduce the number of the counterparties involved and reduce the operational risk for market participants. EMIR establishes new regulatory requirements on all types and sizes of entities that enter into any form of derivative contract, including those not involved in financial services. It also indirectly applies to the non-EU entities trading with EU entities. The new regulatory requirements are separated into three main categories: transaction reporting; clearing and risk mitigation. Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, the European Market Infrastructure Regulation [ EUR-Lex].

ESMA’s main roles in the area of settlement are: implementing EU regulations on the central securities depositories (CSDR), providing information to the market under the Settlement Finality Directive (SFD) and co-ordinating authorities involved in Target2-Securities (T2S).

Notes:

It is felony fraud to submit documents or financial instruments that have been forged, altered or counterfeited. Such papers are immediately referred to the appropriate law enforcement bodies for immediate criminal prosecution. - Those who submit a false NCND/IMFPA, LOI, FCO, BCL, or FCO, as well as FALSE PROOF OF PRODUCT (POP), FALSE PROOF OF FUND (POF) Documents will be reported to the appropriate Authorities. It is a federal offense since 15 November, 2008. Someone claims to be a principal owner of an asset, only to discover in the investigative process that this person not who he or she claims to be. Not only is this interference, it is outright illegal misrepresentation, and when documented can be cause for blacklisting and possible arrest.

Submission of application documents to more than one management group at a time is termed, "shopping." If a prospect "shops", he/she can expect that this fact shall be quickly disseminated among management groups who maintain close communication, and he/she shall be accepted by none - rejected by all ("blacklisted"). The result is that the prospect is permanently banned from dealing with all licensed Trading Entities. Programs are invitational only. It is not an offering to be shopped around.

Anti-money laundering regulations: The Luxembourg, Swiss, International and European Union anti-money laundering regulations impose obligations to obtain sufficient knowledge of the Clients, their identity, their business, background and the nature of Funds. These rules also require us, under certain conditions, to report any suspicious activity where we know or suspect that money or property is the subject of money laundering. In the event that we have any such suspicion, our obligation to report to the authorities will prevail. This legal duty overrides any duty of secrecy that we owe you.

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