Review of Placement Requirements and Capabilities

THIS IS NOT A SOLICITATION NOR IS IT TO BE CONSTRUED AS AN OFFER TO BUY OR SELL ANY SECURITY PURSUANT TO ANY SECURITIES ACT OR REGULATIONS.

Minimum Investment: $100M (USD or Euro-Dollar equivalents).

Acceptable Assets: Only asset types accepted - BG / CD / SBLC / Promissory Note / Bank Draft / Cash Account > With POF: Bank Statement (color copy) & Tear Sheet (color copy).

Targeted ROI: Can only be provided once applicant successfully delivers compliance submission package. Best efforts basis only. Past returns are not indicative of future results.

Contract Duration: Forty weeks to several years - Contract stipulates the term. Short-term contracts and bullet programs available on a case-by-case basis.

Liquidity: Depending upon the program offered, can be as little as 30-60 days (with proper advanced notification), though more often it matches the term of the contract (as required by the trading group).

Type of Program: Privately Structured Trading Program {"Buy/Sell Program"} trading privately issued investment grade bank debt instruments/commercial paper.

Client Bank Account: Under sole signatory power of applicant, unless otherwise agreed to. Funds are not moved.

"Placement Management Agreement (PMA)": Contract between Pinnacle Alternative Investments & the applicant that grants Pinnacle Alternative Investments LLC authority to provide placement services for the applicant and due diligence services on behalf of the Trading Platform. Up to 15% of net profits paid into the profit receiving account and payable to the applicant will be paid to Pinnacle for its services. In turn, up to ½ (one-half- or "50%") of profits paid to Pinnacle can be paid to one intermediary only (this intermediary is, in turn, responsible for paying all other intermediaries). The PMA must be completed, signed and returned to Pinnacle before the applicant's submission will be delivered to the Trader.

Other Platform Features & Requirements:

• Client assets remain in Client's account
  
  
• Type of bank instruments traded: Medium Term Notes or Commercial Paper (unless otherwise agreed upon). Typically investment grade paper (A+ or better).
  
  
• All trade exits (end-buyers) are in place. Applicant does not take possession of instruments. The applicant can not sell to its own exit buyer and physically never sees the instruments traded.
  
  
• Applicant's bank must be Top 25-50 global institution (preferably Western European, unless otherwise stipulated) and must have direct SWIFT Wire capabilities. Bonds, LTN's, and SKR's are no longer accepted directly for monetization by our Funders. A Client holding a Bond or LTN will need to have their Bank issue a BG or SBLC against the Bond or LTN.
  
  
• DTC(C) delivery was typically used in the past for Bonds and LTN's. Since they are no longer accepted directly as an asset by our Funders, no DTC(C) transmissions are accepted. Also, Euroclear deliver of any asset is still not accepted by any Funder.
  
  
• Applicant's fund's/instrument must remain free & clear for the duration of the trading agreement (no encumbrances).

REQUIRED DOCUMENTATION and DELIVERY PROCEDURES

IMPORTANT: Please be advised that the following are the only acceptable instruments and methods of delivery and are not subject to negotiation.

Required compliance submission files must include the following:

1. CIS
   
2. Passport (Color Copy- front and back)
   
3. Color Copy of Instrument or Bank Statement and Tear Sheet, if Cash Account.
   
4. ATV (Authorization To Verify):
   
   • The "Authorization to Verify" form, Passport, Bank Statement/Tear Sheet and CIS will be submitted to the Trader by Pinnacle, along with the signed PMA ("Placement Management Agreement"). Along with the confirmation receipt from the applicant's bank officer, this comprises the entire submission. If additional documentation is required the applicant will be notified as soon as possible.
     
     
   • Initially, Pinnacle will send the required Swift Text and Authorization to Verify (ATV) to applicant for completion and pre-approval. The applicant is required to clear the SWIFT text with his/her Banker and to return the completed ATV to Pinnacle. The ATV must include the Banker's Bank Domain Email Address. Pinnacle will then use the banker' email address to communicate with and confirm the applicant's asset and SWIFT text with the banker. Please make sure applicant understands that the Trader is required to be named as the Beneficiary on the Instrument and Swift, so as to utilize Trader's funding credit line.
     
     

   • Once applicant's Banker replies back to Pinnacle with an email confirmation of the Asset and information included in the ATV and confirms of the Swift text (initially provided to the applicant), the applicant's entire submission will delivered to the Trader and a CONFERENCE CALL between the Placement Manager, Asset Owner (Applicant) and Trader will then be scheduled to go over future events, profit disbursement and timing, Swift confirmation procedure and to answer any applicant questions.
     

   • The email reply to Pinnacle from the Banker shows his involvement in the placement process and provides a written confirmation and a trail thereof. Phone calls to Bankers are no longer performed in place of the sending of an email confirmation request to the Banker. There are no exceptions to this.
     

   • Upon completion of the Applicant Conference call, the Trade Platform Agreement will be issued to the applicant within 24 hours. The executed Trade Platform Agreement should be returned within 72 hours of receipt.

   • The Funder requires that the Swift must be transmitted within 7 business days from the applicant's execution date of the Trade Platform Agreement ("TPA") that is lodged with the Funder upon signing. Therefore, the applicant will only be given the Trade Platform Agreement for his/her signature when he, the Banker, and the issuing Bank have confirmed readiness to perform the Swift transmission.
     

   • If either of the aforementioned time lines is not met, the Funder will cancel out the submission file sent to them. End of story for that file. The applicant must be aware of these time lines before receiving the TPA and give instructions to his Banker accordingly.
     

   • Only fully completed submissions will be delivered to the Trader.

Swift Confirmation

• Takes 48 -72 hours, on average, due to communication between with banks in International Time Zones.
  
  
• The Swift Export Copy from the sending bank should be sent to the Trader so a follow-up and coordination with receiving bank can be assured.
  

Funding

• Takes up to 10 business days from confirmation, on average, due to communication in International Time Zones and current funding requests in the pipeline.

Money Disbursement

• ADVANCE CASH PAYMENTS: If requested, is 5% of funded amount on all transactions. Nothing more - nothing less. Split: 50% to applicant & Placement Manager and 50% to Trader.
  
  
• NEW CORPORATE AND TOP RATED BANK ACCOUNT: If requested, the Trader will assist the applicant is setting up a Corporation and Top Rated European Bank Account with the applicant the sole signatory.
  
  
• TRADE: Trading is conducted Monday through Thursday and 1/2 day on Friday. No trading is done on Holidays and from Dec 15 to Jan 15.
  
  
• PROFIT: Trade Profit Accounting is completed each Friday and Wires are sent out Sunday evening.
  

Important: The following are no longer accepted (no exceptions): Internal Blocks, Administrative Holds, Blue Screen, Grey Screen or Hard Copy Delivery via Courier. Also, delivery via Euroclear is no longer accepted. Delivery of Swift must be Direct from the applicant's banking institution.

The "Placement Management Agreement (PMA)" is a contract between the applicant and Pinnacle Alternative Investments LLC. The PMA recognizes that Pinnacle Alternative Investments LLC maintains the expertise, relationships, knowledge and access to structure investment trading programs. Furthermore, this agreement authorizes Pinnacle to engage the applicant or causes the applicant to be engaged in certain financial transactions for the exchange of assets for credit and financial instruments with top financial institutions to generate funds. As well, it authorizes Pinnacle to send the required Swift Text and Authorization to Verify (ATV) to applicant's banker for confirmation. Finally, it authorizes Pinnacle to be paid by the Trader from the profit receiving account. For such services Pinnacle is paid a percentage (%) of the profits payable to the Client from said profit receiving account.

** Please see "Additional Notes" below for further explanation regarding the Placement Management Agreement.

The Trader, The Platform and Pinnacle Alternative Investments LLC

The principal of the Trader and the principal of Pinnacle Alternative Investments are long-time friends and business associates from the hedge fund and alternative investment space. In the 12 month period leading up to the launch of his platform the Trader successfully placed 6 unrelated investors with Swiss-based platforms that were known to him. In so doing, his professionalism and integrity impressed a number of banks associated with these placements enough so that they offered to support the launch of his own independent trading platform. After a lenghty consideration he accepted. Shortly thereafter the Trader approached Pinnacle and the offer was made to us in assisting him in building his client book. We accepted without reservation.

The ability to work directly with the Trader provides Pinnacle with the unique advantage of strategic positioning required to manage and successfully place qualified clients into his B/S Programs. The trading platform works with multiple issuing banking institutions (located in Euroland, US and SE Asia) and a multiple institutional buyers, as well as a like number of credit line banks (Funders).

IMPORTANT NOTE: The long-standing personal and professional relationship between Pinnacle and the Trader stands us apart from most "platform managers" and "gatekeepers", not to mention the "intermediary" space. Though we operate two seperate and unrelated firms, our trust and past dealings with each other assures that access to the Platform's B/S Programs will always be available to applicants placed by Pinnacle, but under the condition that they are fully cooperative, fully disclosed and that they will honor their contractual agreement not only with the Platform, but with Pinnacle. This fact provides considerable reassurance to those hard working intermediaries that rely upon Pinnacle for their contracted profit sharing fees.

What are Private Placement Programs

Private Placement Programs act as a bridge between the public/private sector investors and the financial markets. Private placement programs provide an opportunity for dynamic flow of funds and increase trade avenues.

The Buy/Sell Program is similar to the Private Placement Program where a third party (the investor/signatory) puts a block on specific funds and other qualified assets in order to assist in the capitalization of an investment program provided by a private trading platform to the third party. The funds are not directly at risk because the platform traders will initiate a credit facility for the trading program and in return, the investor /signatory is paid a percentage of the profits for the term of the contract. What is important to note is that investor/signatory does not transfer any funds to any intermediary and no upfront fees are paid.

In essence, the trading platform will buy a specific instrument. They have already arranged a closing party (exit buyer) wishing to purchase this instrument. It is important to note that the trading platform buys and sells fully negotiable and unencumbered bank instruments that are investment grade (unless otherwise stipulated). Again, these instruments are typically MTN's (medium term notes/maturity-10 yrs.) paying a fixed yield and offering a potential capital gain/profit.

Medium Term Notes: MTN is a debt instrument similar to a bond and is typically issued by a corporate entity or a sovereign government. The issuer receives permission from the country securities regulatory authority to issue a limited amount of debt paper over a period of time and up to an authorized amount. Each issuance can have a different maturity or yield. MTN's are not underwritten: they are offered by the corporate firm's agents (another brokerage or investment bank or trading platform) on a best-effort basis.

Compliance and Regulatory considerations:

• All compliance documents must be completed in full, signed and notarized in all places where required. If this is not done so, the entire compliance package will be returned without comment.
  
  
• If any part of the compliance filing is found to be untrue or misleading (including by omission) or is not supported by the actions of the applicant and/or his bankers, the file will be turned over to the Federal Reserve's Anti-Fraud Division for investigation and prosecution (please note that Pinnacle maintains a high level professional relationship with the European Regional Manager of the Fed's Anti-Fraud Division). As such, anyone associated with the submission of the questionable filing may also be found culpable. Additionally, such filings will be reported to the banks that provide services to the Trader and will be classified in the "Suspicious Activities" filings for further investigation and possible black listing.
  
  
• Generally speaking, the more cooperative and accessible the applicant (and his bankers) are during the filing process the better the chances are that the applicant's submission will be approved and as a result, execution of the Trade Platform Agreement will commence in a more expeditious manner.
  

Additional Notes:

"Placement Management Agreement"

"PLACEMENT MANAGER" MAKES NO REPRESENTATION AS TO THE AMOUNT OF PROFITS THAT SHALL BE RECEIVED FROM THE PROGRAM DESCRIBED HEREIN. THE "PLACEMENT MANAGER" CANNOT AND DOES NOT GUARANTEE OR REPRESENT ANY SPECIFIC RETURNS OF ANY NATURE, NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THE AGREEMENT OR IN ANY ATTACHMENT THERETO.

"INVESTOR (APPLICANT)" WARRANTS AND REPRESENTS THAT IT IS THE LAWFUL OWNER OF THE "ASSET" AND WILL PROVIDE ALL NECESSARY LEGAL DOCUMENTS DULY EXECUTED REPRESENTING THE OWNERSHIP OF SUCH "ASSET".

"PLACEMENT MANAGER" IS GIVEN AUTHORIZATION TO FACILITATE THE OFFER OF MANAGEMENT AGREEMENTS AND TRADING CONTRACTS PERTINENT TO TRANSACTIONS INVOLVING PRIVATE PLACEMENT, BUY-SELL PROGRAMS, OR CAPITAL ENHANCEMENT OPPORTUNITY. LET IT BE KNOWN THAT THE ASSETS REMAIN IN THE APPLICANT'S CURRENT BANK ACCOUNT AND THERE ARE NO RIGHTS TO MOVE ASSETS, AND THERE IS NO RELINQUINSHMENT OF ASSET OWNERSHIP.

"PLACEMENT MANAGER" WILL UTILIZE ITS RESOURCES TO OFFER, ON BEHALF OF THE TRADER, ACCESS TO A STRUCTURED INVESTMENT PROGRAM(S), THROUGH TOP FINANCIAL INSTITUTIONS VIA "THE TRADER'S" BANKS AND OTHER FINANCIAL INSTITUTIONS.

"PLACEMENT MANAGEMENT AGREEMENT" AUTHORIZES PINNACLE TO SEND THE REQUIRED SWIFT TEXT AND AUTHORIZATION TO VERIFY (ATV) TO APPLICANT'S BANKER FOR CONFIRMATION. FINALLY, IT AUTHORIZES PINNACLE TO BE PAID BY THE TRADER FROM THE PROFIT RECEIVING ACCOUNT. FOR SUCH SERVICES PINNACLE IS PAID A PERCENTAGE (%) OF THE PROFITS PAYABLE TO THE APPLICANT FROM THE PROFIT RECEIVING ACCOUNT.

THIS DOCUMENT CONTAINS STRICTLY CONFIDENTIAL PRIVATE INFORMATION THAT IS NOT A SOLICITATION NOR IS IT TO BE CONSTRUED AS AN OFFER TO BUY OR SELL ANY SECURITY PURSUANT TO ANY SECURITIES ACT OR REGULATIONS. THIS INFORMATION IS NOT FOR PUBLIC USE OR DISSEMINATION AND IS STRICTLY FOR PRIVATE APPLICATION BY THE PARTY TO WHOM DELIVERY WAS EFFECTED, SOLELY FOR PURPOSES OF INTRODUCING SAID PARTY TO A PRIVATE BUSINESS OPPORTUNITY. THIS INFORMATION IS CONFIDENTIAL AND IS NOT TO BE DISCUSSED WITH, COPIED TO, OR DISTRIBUTED IN WHOLE OR IN PART, TO ANY THIRD PARTIES WHO ARE NOT DIRECTLY INVOLVED WITH THE CONTEMPLATED TRANSACTION(S) UNDERLYING THE PROPOSED UTILISATION OF THIS INFORMATION. UNAUTHORISED DISCLOSURE OF THIS CONFIDENTIAL INFORMATION MAY RESULT IN THE IMMEDIATE AND PERMANENT TERMINATION OF DISCUSSIONS WITH ANY PARTIES KNOWN OR ALLEGED TO BE INVOLVED.