BETWEEN:
On the one hand,
1- Mr.………………………….address:……………………(country) Tel ………………. and a (country) by nationality.
“Hereinafter referred to as «Financier»,
On the other hand
2- Mr……………………….……………………..address:………………………………..Tel:………………………………………………Country and a………………………..by nationality.
“Hereinafter referred to as «Investor Manager».
Said signatures being individually or collectively, the party or parties, as applicable, it was recalled that:
PREAMBLE
-Whereas the Financier has some funds that he wishes to put at the disposal of the investor Manager, with care to benefit from these funds in projects viable and credible.
According to the terms and conditions set out below,
-Whereas, moreover, that the investor Manager has experience in business and that it has the capacity to invest and manage such funds on behalf of the financier,
-Considering the mutual trust between the Financier and investor Manager,
And taking into account these considerations, the parties agree to the following:
Article 1: MANAGEMENT OF FUNDS
The Financier brought the sum of thirty millionUSD (USD $ 30,000,000.00). This management operation will begin as soon as the above funds are made available to the investor Manager.
The funds above will be made available in tranches to the investor Manager immediately after the signing of this convention.
The investor Manager is committed to helping the Financier in operations Exchange and transfers of funds to the country of his choice, (freely chosen by the parties). This request to help transfer funds would be guided by the normal conventions of funds transfers in both Ghana and the country of destination.
Article 2: MANAGEMENT OF FUNDS
In respect of this agreement, the investor Manager at the total discretion of management and total freedom of management of funds entrusted to him in the greater legality (without illicit investment...)
It undertakes to manage on the basis of the principle of trust. It is understood that the investor Manager should first inform the Financier of the choice of the large investments it has and they will sign an agreement for each investment.
Why is there a need for a basic discussion on every investment that the investors manage must undertake if the financiers’ risk tolerance has already been discussed and areas of investment already specified. To what extent can the investor manager use his discretion when each investment must be discussed? Where is the discretion? A list of products for investment can be agreed upon prior to the commencement of the investment and an allocation percentage can be agreed upon to enable the investment manager have the freedom to invest when he/they perceive particular investment to be doing very well.
Article 3: VARIOUS LOADS
All charges relating to the activity in the country to invest object of this convention (operating costs, costs of administration, taxes, brokers, negotiations, preparation, studies, fresh representatives potential, costs of justice, lawyer and/or bailiff and notary etc...) will be charged on the funds managed and justified by the investor.
Article 4: RIGHT OF PRE-EMPTION
The Financier can make payments of the funds entrusted to the investor for his health and well-being needs.
When funds have already been invested there could be penalties and losses charged when such funds must be withdrawn prior to maturity date. A clause that allows the financier to withdraw funds at will wouldpose a difficult for the investment manger unless a percentage of the funds are set aside for the financier personal use and that such funds are invested in products that do not attract penalties or charges when they are withdrawn. Such funds are better kept with the financier and not given to the investment manager. Funds handed over to the investor manger should be meant for investment and not for safe keeping.
In this case, the financier informs by mail manager investor so that it proceeds to a provision of funds within a period of at least two months.
Article 5: TERMS OF INVESTMENT
The investor Manager will need to invest Ninety-seven percent (97%) at least one of the funds placed at its disposal in cases to report profits, inform the financial.
The conditions of each investment will be designed in their correspondent agreements.
The investors Manager will be liable of lose funds or interests for the investments.
If the decision to invest per Article 5 ultimately rest with the Financier then why any investor would manager agrees to bear losses when to decision to investment was taken prudently with the blessing of the financier. The very nature of investment denotes that there would be gains and losses but a prudent investment manager minimizes the losses while increasing the gains.
When an investment is made after going through due process, (an investment process must be established between the investor manager and the financier in how investments are selected) the investment decision must be