ms2012 corporate brochure2

MORGAN STEARNS CORPORATION

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FOREWORD

Founded in light of a quiet revolution spanning throughout the financial markets. . MORGAN STEARNS CORPORATION was chartered in the wake of recent changes throughout the investment community within emerging markets.

• The founders’ forward-thinking position has been to seize these opportunities by responding to the ever-growing demands for exploring and cultivating the unique business development and capital investment synergies within the emerging markets arenas.

• A strategic partnership was formed to integrate these applications with tactics so that they would give strength in the building of solid foundations by accessing Capital Markets through Securitization, possibly the most unique approach in GLOBAL ALTERNATIVE INVESTMENTS

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STRATEGIC VALUES The guiding philosophy behind the firm’s investment and associated services bases itself on three pillars . .

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STRATEGIC AGENDA Morgan Stearns Corporation is a Structured Finance Development Group with access to worldwide operations and investments, has made a strategic commitment to invest in emerging enterprises. Morgan Stearns helps companies comprehend the targeted markets and deal more effectively with key factors affecting their business strategies. This is achieved through positioning a company by heightening the interest of the company’s product/services. Morgan Stearns works as a partner with the company’s management and staff using a three-step interface approach in developing a program Strategic Planning - The initial step in strategic planning encompasses extensive research to establish the

ideal market positioning and the measurement for determining the significant markets in which to target. During this stage, MS communication group designs and implements a strategic program tailored to meet a client’s unique needs with targeted niche markets.

Diversified Marketing - Once a program has been defined, MS communication group interfaces the strategic plans by engaging a myriad of state-of-the-art media tools that have the effectiveness for reaching a wide audience with a measurable impact.

Managing Results - During the process and throughout, MS and its worldwide access to communication network groups have built-in components that will measure present performance and perceive future potentials. Our monitoring program is further complimented with networking activities for building solid relationships in every significant market area.

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SPECIALISED FINANCE

• Morgan Stearns (MS) is a structured finance specialist representing a culmination of years establishing itself as an amalgamated group in the field of alternative investments. MS' Investment Bank (IB) platform relations expand throughout a major capital market network that amongst them includes Private Banks and the global fund services. MS has been dedicated in the development of two fields in investment financing – Structural Investment Finances and the ability to access Private Capital Markets through time tested Securitizations concepts.

• Morgan Stearns has emerged from its origins into the advanced areas of Alternative Investments to tailor a client’s business development needs, within specific industry sector(s), by staging capitalization from incubating an emerging enterprise through the evolution in capital market investments.

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POWER IN DIVERSIFICATION • Securitization - Morgan Stearns has aligned with capital risk partner(s) who share the same investment philosophy and objectives. These special alliances, developed over the years, enables MS to offer a value-added service in Asset-Backed Securities(ABS), Collaterized Bonds & Loan Obligations (CBOs & CLOs) and other pool of financial assets and issues securities based on expected proceeds from those asset(s).

• Capital Market Development - With an emphasis towards accessing Capital Markets through Securitization, Morgan Stearns interfaces all key segments of structural financings from securitization; hedge funding and bond underwriting which comprises of the key elements to formalize private capital investments activities in project financings for long-term capitalization in business development finances.

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TACTICS IN CAPITAL DEVELOPMENT In the formulation of Morgan Stearns’ capital markets, the firm superimposes its strategic agenda through three (3) basic strategic investment units: FINANCIAL CONDUITS UNDERWRITING - The role of this financial segment is to engage Special

Purpose Entities(SPEs) & Special Purpose Vehicles(SPVs) that form the building blocks within financial engineering enabling the transformation of traditional asset classes into new forms of financial assets that provide risk-return outcomes and designed to penetrate financial markets like a conceptual juggernaut in a rapidly changing capital market.

ASSET SECURITIZATION PROCESS – A mechanism involving financial assets, combining assets in a single pool, and then issuing securities based on that pool. Securitization creates either a pass-through securities or multi-class collaterized obligations to reduce risk through diversification, reduce transaction costs; provide increased leverages and allow securities issued to be tailored to the needs of the investors.

CAPITAL MARKET INVESTMENT providing a broad range of corporate capital investments through equity and debt securities. Other services include corporate valuations, tax settlements and merger & acquisitions process support.

Morgan Stearns hallmark for success in investment management is in its ability to access intelligence power tempered with respect for confidentiality and integrity.

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FINANCIAL CONDUITS CORPORATE ADMINISTRATION - Special purpose vehicles and project finance transactions require a sophisticated approach to transaction supervision and company governance. MS’ banking and securities industry qualified accredited teams offer an efficient diligent service where attention to detail is key.

• Business development , such as reviewing grants for feasibility studies and pilot programs. These grants can help reduce pre-investment expenses, and are an advantage in competitive bidding for projects. • Assistance in addressing the equitable requirements of the project, including the protection by insurance of the foreign equity investments in the project. We will give priority to the contacts and strategic relationships that have already been established by our clients, and advise on their proposals in the light of the project's financing and operating goals. MS also provide support in structuring the client's equity financing to maximize its return on investment and to minimize its direct exposure. Government-supported portfolio equity is often available through a variety of equity funds. • Consultant & Analyst in preparing, or any advisable modifications to, a comprehensive business plan and related financial instruments. The business plan needs to be in a format that addresses the requirements of the investors and financing agencies, and provides a required comfort level. • Advisory on the sourcing, structuring, and closing of debt financing for each project. MS works with selected public sector financing and other financial institutions. • Administratrate on the operating structure of proposed projects. Morgan Stearns coordinates the use of independent tax, legal, and other consultants in the host countries.

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ASSET SECURITIZATION PROCESS MS directs and manages securitizations, principal finance, project finance and

public/private sector partnership projects, offering the high level of technical expertise required in international capital markets.

MS' experienced team manages the SPV throughout the life of the transaction.

The Group's own UK, Switzerland and Hong Kong resident corporate directors are typically appointed to the boards of SPVs, or individual independent directors can be appointed if requested by clients.

MS provides professional and accountable secretarial services, including statutory filings, registered office accommodation and process agency. Our qualified chartered secretaries meet the demands of regulatory requirements, legal and accounting standards and the Ratings Agencies.

MS also prepares and submits all necessary applications, and follow up on the funding requests with the appropriate agencies.

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EMPOWERMENT IN CAPITAL MARKETS

Structured Finance provides an avenue whereby a tax liability is taken shelter(s) by the relief of capital allowances. Transaction covenants can shelter the relief either initially or in a long term deal. Structured Financing offers clients, who are not in a financial position, to make direct use of the relief to get attractive terms in finance. These tailor-made securities go beyond "standard" securities like conventional loans, debentures, debt, and equity. The reason to structure a more advanced security may be that conventional securities may be unattractive, unavailable or too expensive. • Financial Markets - Morgan Stearns has aligned with capital market partner(s) who share the same finance service philosophy and objectives. These special alliances, developed over the years, enables MS to offer a value-added service in structural financing; securitization and capital management through high-net worth investment bankers, venture capital and asset management firms. • Capital Development - With an emphasis towards accessing Capital Markets through Securitization, Morgan Stearns interfaces all key segments of structural financings from securitization; hedge funding and bond underwriting which comprises of the key elements to formalize private capital investments activities in project financings for long- term capitalization in business development finances.

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ACCREDITATION • Morgan Stearns has emerged from its origins into the advanced areas of Alternative Investments to tailor a client’s business development needs, within specific industry sector(s), by staging capitalization from incubating an emerging enterprise through the evolution in capital market investments.

• Morgan Stearns performs their Structured Financing Administrative services that are regulated by its chartered directives and policies of the Chartered Alternative Investment Analyst (CAIA); and registered as an affiliated membership with The International Securities and Derivatives Markets (CISDM); The Alternative Investment Management Association (AIMA) ; The International Association of Financial Engineer (IAFE) and The World Trade Association (WTA-Geneva).

• Morgan Stearns represents the culmination of several years of research for establishing an amalgamated financial management network. The fulfillment of our capital investment objectives with our strategic partners offers the organization capital and marketing supremacy in providing a myriad of business and financial solutions to succeed throughout Global Alternative Investment Markets.

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STRATEGIC ALLIANCE

Morgan Stearns collaborates with a number of agencies that promote trade and investment, and offer development, funding, and technical assistance programs that can help project finance. These agencies not only enhance the credibility of a project with other lenders and equity investors, but also increase the viability and protection of the project due to the significant influence of the agencies in the host countries. The advantage of the guarantee programs are that they are designed to reduce private sector exposure to the risk unique in developing countries that the private sector cannot absorb or manage on its own, and they often allow for extended maturities that are otherwise not available.

Morgan Stearns’ objective is to develop a close working relationship with

select clients and for them to consider MS as their in-house specialists supporting their use of the wide variety of project financing agencies.

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TEAMWORK Morgan Stearns is built through an integrated team of talented and seasoned professional, accessing intelligence power in Securitization and Capital Markets, by building an organization with integrating an service network of talented and seasoned professionals with the combined collaboration of external experts in the private investment banking community –

GERSON LEHRMAN GROUP (TRC) COUNCIL - Morgan Stearns’ Technical Advisory Council that supports

their abilities to access key capital sources by supporting the different business stages and geographical areas; through the Gerson Lehrman Group Council, consist of eight distinct industry and discipline - focused networks, organized by continent and provide access to primary research for a wide range of companies: financial and investment institutions, life science companies, the Fortune 1000 and entrepreneurs around the globe. GLG connects MS with essential and timely expertise that lead to understanding the industries, markets and issues integral to shaping the success of our clients. GLG’s broad pool of experts including premier thought-leaders and shapers of industry, .providing knowledge on large-scale issues down to the most niche and esoteric, our experts range from domestic and international policy specialists to economic advisors, business leaders to academics and a network of top-tier professionals, whose insights can help move your best ideas towards their best outcomes.

GLOBAL PLANNING., STRATEGIC MANAGEMENT NETWORK - Strategies and transformation plans

engaged for a client - prior to or during investments are provided by one of our accredited Global Planning & Strategic Management Advisor (GPSM); by establishing at each level or circumstances the driving forces that will impact the strategy and will turn business performance by identifying the path for the desired outcome; GPSM Advisors provides a bridge of communication between MS and our clients; on integrity and vulnerability of a project; determine potential structural fit issues, and envisage the impact of the strategy and policy management on organizational performance with experienced based working knowledge of the financial markets as well as their respective emerging market regions through consortium(s) of Trade and Commerce Bureaus throughout their respective market segments.

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A FOUNDATION FOR SUCCESS

Morgan Stearns is about success and its foundation stems from the dedication of an uncompromising philosophy for achieving mastery by means of furnishing our clients with the business development and investments tools that are needed to not just survive, but triumph in today’s harsh capital market climate.

• Success is based on the building blocks of an infrastructure that outlines a strategic direction, establishing critical goals for becoming a winner. This is achieved through the integration of a strategic partner that will be in the best position to both anticipate and meet those challenges by measuring its needs, determining its objectives and implement a competitive agenda with leading edge tactics. • Morgan Stearns is committed in providing client’s with a new direction and an aggregate approach for reaching their entrepreneurial goals. The first and vital step is in selecting Morgan Stearns as that strategic partner that will charter new horizons, set new principles and lay the keystone for fulfilling it’s targeted goals within the –

World of Structured Finance Market

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ACKNOWLEDGMENTS

“I commend and admire Mourino, for his work in his company Morgan Stearns in the U.S. since 1990 and now in emerging markets like Brazil, with securitization investors, a study of intelligence able to exclude 100% of losses to investor wishing to inject money on other companies for a profit through interest, with sufficient security to avoid risks of possible defaults of companies, through an intelligence service to find out if the company that put their capital through the sale of bonds to be able to honor their debts.”- December 2011 Conferente, Barley Malting Import LDA BRAZIL

“Mr Mourino is a detail-oriented manager who leads raising fund/finance structured with a high degree of flexibility to place loans and other financial

services to match clients and project needs. Throughout the whole process, he watches like a hawk without ever losing sight of the strategic objective.” December 2010 CEO, Korea Telecom-Hitel, Next Technology Research Institute

“With 32+ years of corporate finance, equity/debt financing and strategic planning experience. –Morgan Stearns has been instrumental in capital developement of $2 billion dollars in strategized capital market development in partnership with AIG and the TRI-Group(Goldman Sachs) that collaborated with OPIC, STET, LATAM Development Bank, a part of the World Bank.”-Oct 2010 President Grupo JADE-BANAMEX, MEXICO

In that MS mastered applications of REITS, REMICS, FASITS and other innovative SPVs and investment banking solutions. In that Mr Mourino was instrumental in the concepts of the financial conduit known as BIDCO (Business Industry Development Corporations); today applied by state level business development bureaus throughout the United States.”- January 2, 2011

INVESTMENT MANAGER, TAJ Investments and Derrick & Selene Blaszkowski LLC USA Mr. Arnaldo Mourino is able to show expertise, excellence as well as diligence while providing trustworthy advice in all possible financing

and investing decisions on the financial markets. Before and during the financial crisis Mr. Mourino did his homework well and his in-deep knowledge and approach based on long-term strategies while avoiding most of the itinerary risks is absolutely unique.”- March 2011

Professor and Lecturer, Zibo Teachers College-CHINA

Extremely grateful for MS and Mr Mourino. He's a tremendous source of expertise, has immense knowledge and experience in his field, he's not only a true professional but also a very wonderful human being and very passionate about his work, it motivates and inspires me, I consider him as one of my role models, Its my honor to be associated with him. He's always been approachable, supportive and great help. I truly appreciate his excellent services and look forward to continue to maintain a wonderful relationship with him. I wish him best of luck for his future ”-May 2011 Business Partner, MGD Constructions Ltd - UAE

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ms2012 corporate brochure2

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