CMO (Collateralized Mortgage Obligation): A mortgage-backed, investment-grade bond that separates mortgage pools into different maturity classes. By creating a CMO, the bond issuer can collect immediate capital while the purchaser gets the bond at a discount from face value, and collects annual interest. Though these bonds are frequently found in the private placement business, most of them are worthless since the financial crisis hit.DTC (Depository Trust & Clearing Corporation): DTCC provides clearing, settlement and information services for equities, bonds, securities, money market instruments and over-the-counter derivatives. This medium is used in private placement programs to transfer/assign assets to a trader, from an investor.FPA (Fee Protection Agreement): An official document outlining all fees due to intermediaries upon the completion of transaction. This is critical for any private placement broker to understand, and utilize.ITR (Irrevocable Trust Receipt): A receipt confirming and detailing the deposit of specific assets into a trust. Though the ITR contains all details of the asset, banks typically will not assign a value to it since the asset is NOT deposited in a credible bank, but rather a private trust.JV (Joint Venture): An agreement between two entities outlining compensation, fees, and the obligations of both parties in relation to a specific business venture. This is the most common legal structure for private placement programs.KYC (Know your Client): In some cases, this form will substitute for the client information sheet. Just like the CIS, it requests contact details and other related information. Also, this phrase is used when referring to the “Know your Client” law, which many investment markets enforce. It states that you must know your client well, and unless deceived, you can incur certain liabilities for future problematic actions of the client.LOI (Letter of Intent): A letter provided by investors interested in a private placement programs, defining their unsolicited interest to enter the investment transaction. This document can also be used for areas outside of private placement, especially where solicitation laws apply.LTV (Loan to Value): This is the loan value that a bank/lender will provide after evaluating an assets worth. Usually, this is used for hard/illiquid assets, and is stated in % in relation to the asset’s appraisal value (Loan/Appraisal Value = LTV %).MIA (Missing in Action): A term that describes what happens to most private placement brokers when they fail to live up to their promises. One day, they are blowing up your phones, the next day they are nowhere to be found.MTN (Medium Term Note): A tradable and discountable debt instrument issued by banks, collecting an annual interest before expiring upon maturity with a specified face value.NCND (Non-Circumvention, Non-Disclosure Agreement): An agreement between two parties defining the boundaries and limitations of their relationship. Typically, this agreement is used by private placement brokers to “protect” from future circumvention.POF (Proof of Funds): The process of allowing another individual to temporarily show your assets as their own, with the fee dependent upon the time it’s utilized. Also, this phrase can refer to a bank statement, or other financial document, proving the assets of a prospective investor.PPM (Private Placement Memorandum): A formal description of an investment opportunity which is created to comply with various federal securities regulations. This outlines all details of the “private placement” offered, as well the obligations of both parties involved.PPP (Private Placement Program): A private investment program which trades discounted bank instruments (MTN/BG) for profit in the secondary market.RWA (Ready, Willing, and Able): Phrase used by private placement brokers confirming the readiness of an investor to satisfy requirements, and more forward with an opportunity. This statement can also be made in the form of a document, which some programs may require.SBLC (Stand by Letter of Credit): A document issued as a guarantee of payment by a bank, on behalf of a client. This is used as “payment of last resort” if the client fails to fulfill a contractual commitment with a third party. In the private placement world, this term is often associated with fraudulent companies that offer bank instrument leasing and/or project funding “opportunities”.SKR (Safe Keeping Receipt): A document created by a bank, on behalf of its customer, which specifies all details of an asset, and confirms its current existence on deposit.T-BILL (Treasury Bill): A short-term debt obligation in the form of a interest accruing note, backed by the U.S. government with a maturity of less than one year.T-NOTE (Treasury Note): A marketable U.S. government debt security containing a fixed annual interest, and a maturity between one and 10 years.T-STRIP (Treasury Strip): This is a “zero coupon” bond issued by the U.S government whose yield is based upon the difference between the discounted price it is purchased at, and its face value at maturity (ex. 10M Note, buy at 85% of face, worth 100% at maturity).VOD (Verification of Deposit): This is a signed document provided by a financial institution, verifying the current balance and history of an account holder. This is similar to a BCL, but the verbiage may be different.PRIVATE PLACEMENT KEY TERMSAdministrative Hold: A term usually referred to by inexperienced brokers. It refers to the investor’s bank reserving funds in favor of another individual, without actually encumbering or moving the asset.Asset Backed: Refers to a note or bank instrument which is collateralized by hard assets, not liquid assets. This can be gems, gold, art, diamonds, or other rare valuables.Assignment: Transferring ownership, or rights to use the collateral, to another individual for a specific period of time. Some traders require this for private placement investments.Bank Instrument: A debt instrument issued by banks to access immediate liquidity, providing an annual interest and face value for the purchaser. BG’s and MTN’s are common examples.Bank to Bank: A phrased typically used by brokers, referring to the private verification of assets from the investor’s bank officer, to the trader’s/seller’s bank officer.Beneficiary; The individual listed as the owner of a debt instrument, such as a medium term notes (MTN‘s) or bank guarantees (BG’s).Best Efforts: This is a term used in any real private placement contract. It states that the trader, or investment manager, will use their best efforts to achieve high profits. For example, a contract may say “profits will be achieved on a best efforts basis”.Blocked Funds: A general phrase which refers to blocking liquid assets in favor of another person. This is most commonly achieved via swift MT 760, unless you are in the USA.Broker Chain: Also known as a “daisy chain”, this frequently used term describes the “layers” of brokers that one must go through before they reach a trader. Unfortunately, there are usually several private placement brokers involved in any deal.Bullet Program: Phrase created by inexperienced brokers that describes “short-term” private placement programs, promising high returns in less than 30 days.Cash Backed: Assets which are backed by cash, making them far more appealing for banks and private placement traders.Cash Poor: This refers to an individual that is “asset rich, but cash poor”. Though they may have millions in hard assets, they may have little to no liquidity to engage in various transactions.Circumvention: Cutting out the people who introduced you to the opportunity or broker, with no intent to reward them if you are successful.Collateral: An asset guaranteeing the line of credit the bank gives, which can be seized upon default from the loan terms. Bank instruments, cash, and MT 760’s are some examples.Commission: Payments which can be earned by introducing a service provide to a prospective client.Commitment Holder: An individual/institution who is contractually obligated to purchase a bank instrument at an agreed upon value. Without “prior commitment”, the seller of the bank instrument would never have purchased the note because their intent was trading for profit. This term is also similar to the phrase “exit buyer”.Compliance: The process of completing due diligence on a new private placement investor. At this time, the investor must complete the required documentation, usually referred to as the “compliance package”.Corporate Resolution: A compliance document which asks the client to formally state their relationship to the business entity they represent.Cutting House: Term referring to a bank which creates, issues, and backs discounted bank instruments. The instruments are “cut”, and sold to traders at discounts, who then sell them at a higher price to “exit buyers”.Discount: The idea that bank instruments can be purchased at a discount from face value, leaving
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