Funds Management Agreement

* FUNDS INVESTMENT MANAGEMENT AGREEMENT (Memorandum of Understanding) THIS AGREEMENT is made this …….. Day of …………. * between MR. ……………………………………………………………………… with address at: ……………………………………………………………………………………………… ……………………………………………………………………………………………… Hereinafter referred to as “THE INVESTMENT MANAGER AND RICARDO LAMA VASCONCELOS with address at Avenue * de Fevereiro *, CP Luanda, Angola (hereinafter referred to as “THE INVESTOR”). The INVESTMENT MANAGER and the INVESTOR hereinafter are referred to individually as a “Party”, and collectively as the “Parties”. RECITALS: WHEREAS, the INVESTOR is vested with all rights, title, and interest in funds that have been separately designated by the INVESTOR for use in investing in businesses and projects recommended by INVESTMENT MANAGER and approved by the INVESTOR or its duly designated agent (the “Investment Projects”), and desires to grant INVESTMENT MANAGER the authority to make and manage the investments in the Investment Projects; and WHEREAS, the INVESTOR agrees to transfer the sum of Three hundred and Fifty Million US dollars (USD *,*,*.*) hereinafter referred to as the “Investment Fund” to the INVESTMENT MANAGER and the INVESTMENT MANAGER agrees to manage the Investment Funds for the purposes and in accordance with the terms and conditions outlined in this Agreement. NOW, THEREFORE, in consideration of the terms and covenants of this Agreement as hereinafter set forth, the Parties hereby agree as follows: A. INVESTMENT FUND, INVESTMENTS, REMUNERATION *. The INVESTOR shall cause the Investment Fund to be transferred via the international SWIFT bank system and in accordance with all applicable laws and * regulations, to an INVESTMENT MANAGER bank account (the “INVESTMENT MANAGER Account”) held in an international bank (the “INVESTMENT MANAGER Bank”), the distribution of funds from which shall be controlled solely by INVESTMENT MANAGER as the owner of the INVESTMENT MANAGER Account. *. INVESTMENT MANAGER shall meet with the INVESTOR or its representative before or after the Investment Funds have been transferred, received, and released for use by the INVESTMENT MANAGER Bank. *. The Parties hereby acknowledge that the INVESTMENT MANAGER shall act as a trustee of the INVESTOR and of the chairman/CEO of each of the Project Companies in which investments under this Agreement may be made. *. INVESTMENT MANAGER hereby is authorized to hold *% control of the investment interests in each Project Company on behalf of the INVESTOR, under the terms of this Agreement. *. INVESTMENT MANAGER shall provide the INVESTOR with quarterly and annual business summaries and accounting reports for each Project Company. *. The INVESTOR hereby agrees that the Investment Funds shall be managed exclusively by INVESTMENT MANAGER, in accordance with the following provisions: (a) INVESTMENT MANAGER agrees to manage the Investment Fund in good faith and in accordance with normal and professional business practices and policies. (b) INVESTMENT MANAGER shall propose individual investments to the INVESTOR by e-mail, stating the amount which INVESTMENT MANAGER recommends be invested in each Project Company (each, an “Investment Proposal”). (c) INVESTMENT MANAGER shall submit to the INVESTOR with each Investment Proposal adequate information to the extent reasonably available related to the intended investment (the “Investment Information”), to include, but not necessarily be limited to the following: *) a business plan, *) an explanation why INVESTMENT MANAGER intends to invest parts of the Investment Funds in the Project Company, as well as the total amount of the investment, * *) The projected return on investment (“ROI”) of the intended investment, and *) An assessment of the risks related to the investment in the Project Company. (d) The INVESTOR shall review the Investment Information, and at its discretion, may request additional information from the INVESTMENT MANAGER about the Project Company and Investment Proposal. (e) If the INVESTOR agrees to an Investment Proposal, it shall notify INVESTMENT MANAGER in writing (e-mail sufficient) no later than * Business Days (as defined below) after the date of receipt of the Investment Proposal that the INVESTOR agrees to the investment and that INVESTMENT MANAGER may proceed to invest in the Project Company using funds from the Investment Fund (each, an “Investment”). “Business Day” shall mean days on which the INVESTMENT MANAGER’s bank is open for business. (f) In consideration of the services and utmost CONFIDENTIALITY to be provided by INVESTMENT MANAGER upon receipt of the Investment Fund in the INVESTMENT MANAGER Account, INVESTMENT MANAGER shall be entitled to collect a fee of *% of the Investment Fund for its sole use (the “INVESTMENT MANAGER Fee”). (g) INVESTMENT MANAGER will manage the remaining *% of the Investment Fund, minus any taxes, other charges, and bank fees, professional fees and other reasonable expenses associated with establishing the Investment Funds and commencing operations to support the identification and assessment of Investments in Project Companies. (h) INVESTMENT MANAGER shall have the right at its sole discretion to use a portion of the INVESTMENT MANAGER Fee for investments in projects and companies in which the INVESTOR may have no interests. (i) The Parties agree that INVESTMENT MANAGER will use best efforts to complete consultations and due diligence in connection with the presentation of Investment Proposals to the INVESTOR so that investments in Project Companies * using funds from the Investment Fund can be completed no later than twelve (*) months following receipt of the Investment Funds in the INVESTMENT MANAGER Account. (j) The business relationship between the INVESTOR and INVESTMENT MANAGER is limited to the provisions and terms of this Agreement. B. GROSS RECEIPTS, REMUNERATION *. For this Agreement, the term “Gross Receipts” shall mean all cash received by INVESTMENT MANAGER from all sources related to the Investments. Gross Receipts shall be reduced by any sums paid as taxes, import duties, license, and other fees assessed by any duly constituted authority, and any other governmental fees imposed by or any other costs payable in connection with the Project Company’s operations. Any such sums are to be deducted from the receipts derived from the return on the Investment to determine Gross Receipts for any period. *. The INVESTOR shall be entitled to *% of the annual Net Profit (the “Effective ROI”) on each Investment. INVESTMENT MANAGER shall receive *% of the annual Net Profit (the “INVESTMENT MANAGER Remuneration”) on each Investment. “Net Profit” shall mean the Gross Receipts after deducting any taxes and other amounts payable related to operations, as well as after offsetting any losses from previous fiscal years from such Gross Receipts. *. INVESTMENT MANAGER shall distribute the earnings following an annual review of the Project Company’s financial statements, after taking into consideration the financial and operational needs of the Project Company for the conduct of operations and approved growth plans. *. INVESTMENT MANAGER shall consult with the INVESTOR and its advisors regarding the timing and amount of annual distributions. Distributions will be made only in accordance with the instructions of the recipients and their respective advisors. *. The Parties agree that they intend to achieve an effective Return on Investment (ROI) of between *% and *% per full year, as measured against the total investment amount made in the Project Company, all as determined according to and in accordance with GAAP rules or their equivalent. All distributions to the Parties will be made or transferred in accordance with the written instructions of the receiving Party. *. INVESTMENT MANAGER agrees that it will maintain INVESTMENT MANAGER’s financial accounts on a calendar year basis, beginning January * and * ending December * of each year, except for the first financial year, which shall begin at the time of execution of the first Investment made under this Agreement (the start of the “Investment Phase”). Any Effective ROI, Net Profit or Gross Receipts determinations made during the first year of INVESTMENT MANAGER’s operations shall be calculated on a pro-rata daily basis assuming a year of 365 days. If the commencement of business by INVESTMENT MANAGER requires it to procure licenses or any form of governmental approval or authority, the commencement period shall begin on the date the approval or license is granted. *. A written instruction or authorization letter should be provided by the INVESTOR at the beginning of each year to direct the payment of its portion of the amount of the annual Return on Investment (ROI) to its account. Proof of the distribution of such payment shall be maintained by INVESTMENT MANAGER as evidence at all time. C. APPLICATION OF GROSS RECEIPTS, INVESTOR’S BANK ACCOUNT *. INVESTMENT MANAGER agrees to hold all amounts to be distributed to the INVESTOR pursuant to this Agreement for transfer to the INVESTOR's bank account (“INVESTOR’s Bank Account”) designated in writing by the INVESTOR. Transfers shall be made strictly in accordance with international fund transfers under all applicable laws and regulations. The Parties intend that ROI distributions related to any Investment will begin within two years after each Investment is made. *. The INVESTOR’s Bank Account shall be a two signatory account, one signature being an authorized representative of the INVESTOR and the other an authorized representative of INVESTMENT MANAGER. The INVESTOR’s Bank Account is to receive all ROI distributions and the return of any remaining amounts in the Investment Funds at the end of the term of this Agreement. *. Gross Receipts deposited to the INVESTOR’s Bank Account shall be applied and administered by the INVESTOR, first to the payment of INVESTMENT MANAGER's Remuneration, and then as directed by the INVESTOR. Balance monies in the INVESTOR’s Bank Account shall be the property of the INVESTOR. However, the INVESTOR shall not withdraw any funds if those funds reasonably may be required by the INVESTMENT MANAGER as a reserve for future investments. *. The INVESTOR shall have the right at all reasonable times at the discretion of the INVESTOR to audit the books and records of the INVESTMENT MANAGER pertaining to the Investments. This authority will be handled by a top auditing firm to be nominated by the INVESTMENT MANAGER. * D. TERMS, CONDITION PRECEDENT, TERMINATION *. The Term of this agreement shall be for ten (*) years (the “Term”) *. The Term of this Agreement shall be extended for five (*) years unless previously terminated by either party, upon notice from INVESTMENT MANAGER to the INVESTOR no later than three months before the expiration of any Term. *. The INVESTOR may terminate this Agreement at its sole discretion if after ten (*) years INVESTMENT MANAGER does not achieve in the aggregate an Effective ROI of *% to *% per year for two consecutive years. *. In any other event, if the INVESTOR terminates this Agreement other than for a material breach of this Agreement by INVESTMENT MANAGER, the INVESTOR shall pay to INVESTMENT MANAGER all earned past fees and compensation, and additional payments in lieu of fees, compensation, and damages as determined in accordance with the following terms: a. An amount of *% of the Investment Amount if such termination is effective within the first two years of the Investment Phase. b. An amount of *% of the Investment Amount if such termination is effective within the third or fourth year of the Investment Phase; c. An amount of *% of the Investment Amount if such termination is effective after the fourth year of the Investment Phase. *. INVESTMENT MANAGER shall not terminate this Agreement until after the expiration of the ten (*) years following the distribution of the Investment Fund into the INVESTMENT MANAGER Bank Account as long as the INVESTOR does not default in authorizing payment of any of the Remuneration due to INVESTMENT MANAGER under this Agreement. *. In the event the INVESTOR does not cause the distributions or INVESTMENT MANAGER Remuneration within 30 days of the determination of the amount of Remuneration determined to be due to INVESTMENT MANAGER, INVESTMENT MANAGER shall be entitled to terminate this Agreement, and seek performance by the INVESTOR as contemplated under the terms of this Agreement. *. In case of a termination of this Agreement, INVESTMENT MANAGER shall transfer the remainder of uncommitted and undistributed Investment Fund, after deduction of any amounts due to INVESTMENT MANAGER under the provisions of this Agreement, and after deduction of any fees owed to and taxes and other fees and expenses that have been or will be incurred as a result of * INVESTMENT MANAGER’s performance under this Agreement. *. Any termination of this Agreement shall not impair any rights or remedies of any Party hereto to the collection of all amounts owed pursuant to the terms of this Agreement, whether incurred prior to or as a result of the termination of this Agreement. The termination of this Agreement shall not relieve any Party of its obligations accrued prior or pursuant to such termination. *. This Agreement shall only become effective if the Investment Funds (or a part thereof) shall be distributed into the INVESTMENT MANAGER Bank Account and shall become effective on the day of the physical receipt of the Investment Funds in the INVESTMENT MANAGER Bank Account. INVESTMENT MANAGER shall provide to the INVESTOR a statement of the INVESTMENT MANAGER Bank Account evidencing that the Investment Funds have been booked into the INVESTMENT MANAGER Bank Account to identify and validate the starting date of this Agreement. E. INVESTMENT MANAGER'S WARRANTIES *. INVESTMENT MANAGER warrants and agrees as follows: A. INVESTMENT MANAGER is a duly organized company that has all power and authority to enter into this Agreement and perform its obligations as outlined in this Agreement, and to grant to the INVESTOR all the rights to be granted pursuant to the terms of this Agreement. B. INVESTMENT MANAGER has taken all necessary actions to authorize the execution and delivery of this Agreement. This Agreement does not and will not violate or be inconsistent with any other agreement of which INVESTMENT MANAGER is or may become a party. INVESTMENT MANAGER has a sound knowledge of the business and obligations required to protect the exercise and enjoyment of the INVESTOR's Interests under this Agreement. C. There are no claims, liens and encumbrances or rights of any nature against INVESTMENT MANAGER that can or will impair or interfere with the rights of the INVESTOR as contemplated by this Agreement. F. INVESTORS WARRANTIES *. The INVESTOR warrants that he has all rights, interest, and title to and ownership of the Investment Funds and is entitled to distribute and transfer the Investment Funds to * INVESTMENT MANAGER in the manner outlined in this Agreement. *. The INVESTOR warrants that the Investment Funds are unencumbered, good, clean, and cleared funds of noncriminal origin. *. INVESTMENT MANAGER shall quietly and peacefully enjoy and possess the Investment Funds during the entire term of this Agreement and have exclusive rights to manage and use the Investment Funds and other rights herein granted to INVESTMENT MANAGER. G. NO JOINT VENTURE This Agreement does not create, nor is it intended to constitute a joint venture in any kind between the Parties. INVESTMENT MANAGER only acts as a manager of the Investment Funds for the INVESTOR. H. ARBITRATION In the event of any dispute arising out of or in connection with this Agreement, such dispute shall be finally resolved in accordance with the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules of Arbitration. The number of arbitrators shall be three. Each Party shall appoint an arbitrator. The two arbitrators appointed will appoint the third arbitrator who will serve as the chairman of the arbitration panel. The place of arbitration shall be Brussels; The EU Capital and the arbitral proceedings shall be conducted in English. The arbitral award shall be final and binding on the Parties. The arbitration shall be confidential. I. MISCELLANEOUS *. Both Parties shall remain at all times an independent contractor, and all persons employed or engaged by such party shall be and remain employees or agents solely of such Party and shall be subject only to the supervision and control of that Party’s executive officers. *. The language of this Agreement shall be English, and all communications shall be delivered in English unless otherwise agreed. *. Except as expressly provided herein, no amendment or variation of this Agreement shall be effective unless it is in writing and signed by a duly authorized representative on behalf of each of the Parties to this Agreement. * *. No neglect, delay, or indulgence on the part of a Party in enforcing any term of this Agreement will be construed as a waiver, and no single or partial exercise of any right or remedy under this Agreement will preclude or restrict the further exercise or enforcement of any such right or remedy. No waiver by a Party shall be valid unless in writing and signed by an authorized representative of that Party. *. If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, that term or provision shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of such clause and of this Agreement shall not be affected. *. No Party shall make any press announcement or otherwise publicize the existence of this Agreement or its terms or use the name of the other Party in any promotional material or other material for distribution without the prior written consent of the other Party. *. Each Party shall sign or execute any document or deed and do any such other act or thing as may be necessary or desirable for giving effect to the terms and conditions of this Agreement. *. This Agreement as well as any appendices, attachments, exhibits or amendments made or attached to this Agreement after written approval of the Parties, shall constitute the entire agreement and understanding of the Parties in relation to the subject matter of this Agreement, and all other previous agreements, arrangements, and understandings (whether written or oral) between the Parties with regard to the subject matter of this Agreement are hereby excluded and shall be deemed null and void. COUNTERPART: Either the original or copies including Facsimile transmission or Email attachment of this agreement may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the INVESTOR and INVESTMENT MANAGER have signed this Agreement as of the day and year first above written. INVESTOR * Sign: ___________________________________ INVESTMENT MANAGER

Is this an agreement that follows both U.S. and international law?

The *% stated for the manager can that be removed legally after deposit of moneys?

What would be the best way to wright a Clause for any business assets or business purchases with the moneys invested at time of termination?

Legally speaking with a holding company can all money be deposited from the child companies be placed into a single bank account and can all taxes, employee wages, and other operating costs come out of that?

In Iowa what firms are best for U.S. and international accounting that could follow this model?

Can they also work with a holding company that has a single bank account for its child companies?

Thank you!