ABOUTTHE ARAMEX FUND HONG KONG, SPAIN, LONDON, MANILA, DUBAI INTRODUCTION BY PROF. ABDEL DIMAPUNONGPHILIPPINE EXCLUSIVE CAPITAL INTERMEDIARY
THE ISLAMIC BANKING RESEARCH INSTITUTE, INC. FUND CONVENORThe ARAMEX -FUND was organized right a er president Noy Aquino delivered his ﬁrst state ofthe na on address on July 2010. There, the president called for a public private partnership andwe responded accordingly by organizing a private fund. The fund was organized as the PresidentNoy Aquino III private development assistance fund. Immediately we informed the presidentabout this development assistance fund by submi ng a formal le er that was accompanied bysome per nent documents that would establish proof of funds.Private funds in the amount of 10 billion Eurodollars was ini ally placed by ERA Investment HKlimited and the ERA Global Securi es of Spain with the Islamic banking ins tute as the fundconvenor.In a short me, other capitalists came in to join the funder’s consor um indica ng renewedinvestors conﬁdence in the Philippines with its brand new government. Notable among the newentries is the renowned Barings capital of London. The name of the fund transformed into manyvaria ons for some reasons; when Barings capital came in to join, the fund became to be knownas ERA - Barings fund. Then the Aramex Investments of Hong Kong came in to join the group andthe Fund came to be known as ERA-Aramex Funds. The ERA-Aramex –ERA Fund is represented inthe Philippines exclusively by Prof. Abdel Dimapunong, president of the fund convenorFor independent advice on your projects requiring equity release, venture capital, secured loans,or large-scale money management, contact Professor Abdel Dimapunong only by email. Contactme only if you are seeking large sums of money, usually involving equity investments hugemoney lending. Our ﬁnanciers are handling high-rise projects as in the Burj of Dubai, as innuclear power plants, expansive oil reﬁneries, large-scale inves ng, bullet trains and extensiverailway transport system.Then, if your project deserves and you are qualiﬁed as a proponent under the Philippine BOTsystem, you are also qualiﬁed under the ERA-ARAMEX – ERA FUND. Should you possess thequaliﬁca ons; you shall have your ﬁnancial needs through our ﬁnanciers. Let us do Swissﬁnancing under the FUNDERS’ TERMS OF REFERENCE. ARAMEX FUND ARAMEX FUND IS exclusively represented in the Philippines by Abdel Dimapunong.
THE 10 BILLION EURODOLLAR PRIVATE ASSISTANCE FUND FOR THE NEW GOVERNMENT OF H.E. PRESIDENT BENIGNO AQUINO III THE FUNDERS GROUP: ERA INVESTMENT HK LIMITED ERA GLOBAL SECURITIES (SPAIN) S.L. BARINGS CAPITAL, LONDON ARAMEX INVESTMENTS THE OTHER CONTRIBUTORSthere are many more highly net worth individuals who also volunteer to joined the PresidentNoy Aquino III Private Assistance Fund, [now simply Aramex fund]. They contribute to thisprivate fund by contribu ng bank guarantees and ﬁnancial securi es. By the process of Swissbanking, the result is more strengthened established credit lines with top rated Europeanbanks including the top two major banks: the Credit Suisse and the Union Bank of Switzerland,Geneva, and Bank Of China, Geneva. And Duetche bank, Zurich. Their names however do nothave to be printed in bold in respect to their privacy and of the tradional Bank Secrecy Laws inour ﬁnancial environment. In Switzerland, the country’s tradi on of bank secrecy dates backto the middle ages. In most countries where we source most of our funding, it is prohibited todivulge informa on about bank depositors and holders of ﬁnancial instruments. And wefollow the provisions of the Swiss law and other tradi ons of secrecy. in like manner thePhilippines also has a law on the secrecy of deposits and though overshadowed by theenactment of the An Money Laundering Law the secrecy remains a cultural business prac cein banking and ﬁnance.
Toward this end, it is a fundamental part of our protocol that we hold conﬁden al allinforma on rela ng to our transac ons.During nego a ons to arrive at a binding ﬁnal deﬁni ve agreement and while informa on isbeing exchange between the par es through the intermediary, we consider the following aspresent binding agreements: .The Par es agree to be bound as follows:1. The nego a ng par es adhere to the interna onal principle of non-circumven on, non-disclosure (NCND) and the intermediary agreements shall always incorporate provisions forNCND to ensure that (a) the intermediary and those in the middle liaison who are bringing theside of project proponents and the side of capital funders together are not by-passed and (b)the informa on disclosed during the nego a ons is not revealed to any external orunauthorized party.2. The Fund is private and commercial. No part of it is a free grant in aid. the services of theintermediary, ﬁnancial advisors, agents and consultants are engaged in the same manner aslawyers, doctors and other professionals; and their rela onships with project proponents andcapital funders are to be treated withconﬁden ality in the same way as lawyers to their clients and doctors with their pa ents3. All conﬁden al ﬁnancial or business informa on and trade secrets (except publicly availableor freely usable material otherwise obtained from another source) respec ng any Party(“Conﬁden al Informa on”) shall be used solely by the other Party in connec on with theProposed Transac on, shall be revealed only to the owners, directors, managers, oﬃcers,employees, contractors, and agents of such other Party who are necessary to the conduct ofsuch transac on, and shall be otherwise held in strict conﬁdence and treated with due care4. Upon the earlier of the closing date or the termina on of discussions and nego a ons byany party, all such conﬁden al informa on shall be returned immediately upon demand to theother party. The provisions of this paragraph shall survive the termina on of any issued le erof interest to invest directly from the funder [the funders’ le er], unless superseded by a moreformal agreement in conjunc on with the proposed transac on. The iden ty of investor andits principals, aﬃliates intermediaries and/or agents shall be deemed conﬁden al and shall notbe disclosed except as may be required by law.5. In order to arrive at a ﬁnal binding agreement, the investor funder shall be en tled to duediligence and to make a full inves ga on of the business. The par es shall cooperate in goodfaith, and in a mely fashion, to facilitate this due diligence inves ga on.
6. For the comfort of the project proponent and in order to be assured of the availability offunds, a request in wri ng maybe made verifying the authority of the intermediary and theﬁnancial capability of the funder. If requested in wri ng, the Aramex fund headquarters inHong Kong will issue said comfort le er, conﬁrming the authority of the intermediary and theinvestor-funder will provide bank capability le er [the funders; le er sta ng the funder’scapability to close the transac on, which informa on shall also remain conﬁden al pursuantto the remaining terms of nego a on.7. except as otherwise mutually agreed by the par es in wri ng, each party shall bear its ownlegal, accoun ng, and other fees and expenses incurred in connec on with any proposedtransac ons and all that relates to the nego a on, the funders le er of interest to invest, thedue diligence performed pursuant to it, whether or not an agreement is execute8. The le er of interest to invest directly from the funder shall be an expression of interestonly and the statements of intent or understanding contained therein shall not be deemed tocons tute any oﬀer, acceptance, or legally binding contract, and such statements do not createany rights or obliga ons for or on the part of any party.9. The funders’ le er represents the en re understanding of the par es as of the date of itsexecu on, and supersedes and replaces all prior agreements, wri en or oral. Any disputeconcerning the funders’ le er or the proposed sale shall be se led by and interpreted inaccordance with the interna onal arbitra on associa on. Deﬁni ve Agreement.All of the terms and condi ons concerning any Proposed Project shall be ﬁnally stated in aDEFINITIVE AGREEMENT and other appropriate documents necessary or desirable to carry outsuch Agreement, which shall be subject to the good faith nego a on and approval of thePar es, and which shall, unless otherwise mutually agreed, contain the terms described in THEFUNDERS LETTER, which terms may be more deﬁni ve and detailed than they appear in theFUNDERS LETTER, as well as such other terms, covenants, representa ons, warran es,and condi ons
ANNEX A EXECUTIVE ORDERE NO.8 MALACAÑAN PALACE MANILA BY THE PRESIDENT OF THE PHILIPPINES EXECUTIVE ORDER NO. 8REORGANIZING AND RENAMING THE BUILD-OPERATE AND TRANSFER (BOT) CENTER TO THEPUBLIC-PRIVATE PARTNERSHIP (PPP) CENTER OF THE PHILIPPINES AND TRANSFERRING ITSATTACHMENT FROM THE DEPARTMENT OF TRADE AND INDUSTRY TO THE NATIONALECONOMIC AND DEVELOPMENT AUTHORITY AND FOR OTHER PURPOSESWHEREAS, Sec on 20, Ar cle II of the 1987 Cons tu on provides that the State recognizes theindispensable role of the private sector as the main engine for na onal development;WHEREAS, Sec on 1 of Republic Act. 7718 or the Act Authorizing the Financing, Construc on,Opera on and Maintenance of Infrastructure Projects by the Private Sector, and for OtherPurposes, otherwise known as the Build to Operate Transfer (BOT) Law, as amended, recognizesthe indispensable role of the private sector as the main engine for na onal growth anddevelopment and provides the most appropriate incen ves to mobilize private resources for thepurpose of ﬁnancing the construc on, opera on and maintenance of infrastructure anddevelopment projects normally ﬁnanced and undertaken by the Government;WHEREAS, the Medium-Term Development Plan (MTPDP) speciﬁes that the government willincreasingly mobilize the private sector to accelerate the ﬁnancing, construc ng, rehabilita on,and opera on of major infrastructure facili es, obtain the required infrastructure throughcompe ve markets with minimum ﬁscal burden and government con ngent liabili es whileprotec ng the public interest, ensure that users will have adequate, safe, eﬃcient, reliable, andaﬀordable infrastructure services, and provide private proponents who will be generally selectedthrough compe on under fair and transparent terms, a level playing ﬁeld with reasonablereturns and sharing of risks;WHEREAS, the Government of the Philippines is commi ed to good governance, transparency,compe veness, impar ality, and accountability in all government transac ons which includethe implementa on of infrastructure programs and projects;WHEREAS, there is a need to fast-track the implementa on of Public-Private Partnership (PPP)programs and projects, as a cornerstone strategy of the na onal development plan to acceleratethe infrastructure development of the country and sustain economic growth
WHEREAS, the revised Implemen ng Rules and Regula ons (IRR) of the BOT Law mandates theBOT Center to coordinate and monitor the projects implemented under the BOT Law,to guide theWHEREAS, Sec on 1 of the Execu ve Order No. 144, Series of 2002, converts the Coordina ngCouncil for Private Sector Par cipa on (CCPSP) to Build-Operate-Transfer Center (BOT Center),and the CCPSP-Technical Secretariat to the Project Monitoring Oﬃce, and transfers itsa achment from the Oﬃce of the President (OP) to the Department of Trade and Industry (DTI);WHEREAS, to eﬃciently and eﬀec vely implement the MTPDP, there is a need to facilitate thecoordina on and monitoring of the PPP programs and projects by converging these func ons toNEDA which is mandated as the central planning agency for social and economic developmentand as oversight agency in the programming, implementa on, monitoring and evalua on of thegovernment’s programs and projects;WHEREAS, the Economic Managers, during their 12 July 2010 mee ng, agreed to revitalize theBOT Center by renaming it as PPP Center and a aching it to NEDA with primary func ons ofcoordina on and monitoring all PPP/BOT/PSP Programs and Projects, and by transferring itsresources to NEDA;WHEREAS, under Sec on 1, Chapter 1, Title 1, Book III of Execu ve Order No. 292 or theAdministra ve Code of 1987, the President shall have control of all execu ve departments,bureaus and oﬃces;WHEREAS, Sec on 31, Chapter 10, Title III, Book III of the Administra ve Code of 1987 providescon nuing authority to the President to recognize the administra ve structure of the Oﬃce ofthe President;NOW, THEREFORE, I, BENIGNO S. AQUINO III, President of the Philippines, by virtue of thepowers vested in me by law, do hereby order:SECTION 1. THE PP CENTER— The Build-Transfer (BOT) Center is hereby renamed as the Public-Private-Partnership (PPP) Center and transferred as an a ached agency from the Department ofTrade and Industry (DTI) to the Na onal Economic and Development Authority (NEDA)SECTION 2. Powers and Func ons of the PPP center— The PPP Center shall cover all thePPPprograms and projects including all the variants or Arrangements under the BOT Law andJoint- Venture agreements, among others, and shall have the following powers and func ons: a) Conduct project facilita on and assistance to the na onal implemen ng agencies, including government corpora ons, and Local Government Units (LGUs) in addressing impediments or bo lenecks in the implementa on of PPP programs and projects; b) Provide advisory services, technical assistance, trainings and capacity development toAgencies/LGUs in PPP project prepara on and development; c) Recommend plans, policies and implementa on guidelines related to PPP in consulta on with appropriate oversight commi ees, implemen ng agencies, LGUs and the private sectors;
d) Manage and administer a revolving fund to be known as the Project Development andMonitoring Facility for the prepara on of business case, pre-feasibility and feasibility studies andtender documents of PPP programs and projects;e) Monitor and facilitate the implementa on of the priority PPP Programs and Projects of theagencies/LGUs which shall be formulated by respec ve agencies/LGUs in coordina on with theNEDA Secretariat;f) Establish and manage a central database system of PPP Programs and Projects;g) Recommend improvements to melines in processing PPP programs and project proposals,andmonitor compliance of all agencies/LGUs;h) Prepare reports on the implementa on of the PPP programs and projects of the governmentfor submission to the President at the end of each year; and,i) perform such other func ons which may be cri cal in expedi ng and implemen ng eﬀec velythe ppp programs and projects of the governmentSECTION 3. Promo on and Marke ng Func ons – The func ons of the BOT Center with respectto promo on and marke ng the BOT/PPP Projects shall be undertaken by the Department ofTrade and Industry.SECTION 4. Head of the PPP Center – The PPP Center shall be headed by an Execu ve Directorwith the rank equivalent to Assistant Director General or Assistant Secretary, who shall beappointed by the President of the Philippines upon the recommenda on of the Secretary ofSocioeconomic Planning.SECTION 5. Organiza on and Staﬃng Pa ern – The Secretary of Socioeconomic Planningshallrevise, prescribe and approve the Organiza on and Staﬃng Pa ern of the PPP Center a erreview by, and/or consulta on with, the Department of Budget and Management.SECTION 6. Project Development and Monitoring Facility – To create greater certainty forundertaking a business case, pre-feasibility and feasibility studies in a mely manner, an amountof Three Hundred Million Pesos (Php300,000,000.00) is hereby cons tuted as a working fund forthe conduct of said studies and ac vi es for selected PPP programs and projects.SECTION 7. Processing of PPP Program/Project Proposals – The processing of all qualiﬁedsolicited PPP proposals shall be completed within a period of six (6) months subject to exis nglaws, guidelines, rules and regula ons.SECTION 8. Appropria ons and Source of Funding – The DBM shall release the funds needed forthe ﬁnancial and opera onal requirements of the PPP Center including the amount indicated inSec on 6 of this Execu ve Order subject to the submission of a special budget for the purpose.Further, all the funds appropriated to the BOT Center in performing du es similar to the PPPCenter and the appropriated fund under the BOT Center’s Project Development Facility (PDF)
shall be transferred to Project Development and Monitoring Facility of the PPP Center, subject togovernment accoun ng and audi ng procedures.PPP Center may receive contribu ons, grants, and/or other funds from, among others,government agencies and corpora ons, LGUs, local and foreign donors, development partners,and private sector/ins tu ons subject to exis ng laws, rules and regula ons.SECTION 9. Transitory Provision – In accomplishing the acts of reorganiza on herein prescribed,the following transitory provisions shall be complied with:a) The Execu ve Director of the BOT Center shall temporarily be the Execu ve Director of the PPPCenter un l a new Execu ve Director is appointed by the President upon the recommenda on ofthe secretary of Socioeconomic Planning.b) Exis ng personnel of the BOT Center shall be transferred to the PPP Center and shall remain intheir current posi ons un l such me the revised and/or new organiza onal and staﬃng pa ernare implemented as provided under Sec on 5 of this Execu ve Order.c) The project Development Facility of the BOT Center shall now be known as the ProjectDevelopment and Monitoring facility of the PPP Center of the Philippines.d) All funds, appropria ons, records and PPP-related documents (i.e., project contracts, closeoutproject reports, and report forms), equipment, facili es, and rights belonging to the BOT Centerwhich are related to the func on and du es indicated under Sec on 2 are hereby transferred toPPP Center through the NEDA within a period of thirty (30) calendar days a er the eﬀec vity ofthis Execu ve Order. Future appropria ons for the PPP Center shall be included in the annualbudget of the NEDA.SECTION 10. Repealing Clause – All execu ve and administra ve issuances, memorandumorders,or parts thereof, which are inconsistent with the provisions of this Execu ve Order, are herebyrepealed or modiﬁed accordingly.SECTION 11. Separability Clause – If any provision of this Execu ve Order is declared invalid oruncons tu onal, the other provisions not aﬀected thereby shall remain valid and subsis ng.SECTION 12. Eﬀec vity – This Execu ve Order shall take eﬀect immediately upon publica on.DONE in the city of Manila, this 9 day of September, in the year of Our Lord, Two Thousand andTen.(Sgd.) BENIGNO S. AQUINO IIIBy the President:(Sgd.) PAQUITO N. OCHOA, JR.Execu ve Secretary