Trust Agreement NTF

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					STANDARD FORM
APPPROVED AT “NTF” Ltd. BOARD MEETING



                        TRUST AGREEMENT No._________
Riga, “_____” ______________ 200__

“NTF” Ltd., registration No. 40103229415, legal address 83\85-16 A. Čaka Street, Riga, as
administrator of NORDLV Trust Foundation, hereinafter referred to as the “Foundation”,
represented by Board Member ________________________, who acts on the basis of
Articles of Association, on the one part, and ______________________________________,
hereinafter       referred       to       as      the    “Client”,     represented     by
__________________________________,              who    acts      on    the      basis of
_____________________________, on the other part, (the Foundation and the Client jointly
referred to as the Parties, and each one separately - as the Party), have concluded this
agreement (hereinafter – the Agreement or the Trust Agreement) for the following:

1. Subject of Agreement
1.1. By conditions and procedure specified by this Agreement, the Client assigns and the
Foundation undertakes trust administration liabilities (hereinafter – Administration or Trust
Administration) of the Client property (hereinafter – the Property) on behalf of the Foundation
in the Client`s interests (benefit).
1.2. The term “property” under this Agreement includes aggregate real estate that has been
transferred to the Foundation pursuant to Clause 1.4 of the Agreement, as well as funds
obtained in the course of Administration.
1.3. The Client transfers the Property for Administration by submitting to the Foundation an
Application signed by the Client on the transfer of Property for Administration (hereinafter –
Application for administration) and a notarially approved power of attorney authorizing the
Foundation to dispose of the property under Trust.
1.4. In the Application for administration and the power of attorney the Client shall specify
particular operations the Foundation is entitled to use in the course of Property
Administration, degree of the Client`s involvement in Property Administration and other
information that establishes Property Administration investment strategy.
1.5. The Client, upon submission of additional Application for administration, may increse
(decrease) the amount of Property under Trust, change the term of Trust Administration and
change (supplement) the list of operations the Foundation is entitled to use in the course of
Property Administration.
1.6. Due to the transfer of the Property for Administration the ownership title shall not be
transferred from the Client to the Foundation.
1.7. The Client`s Property transferred to the Foundation for Administration is a separate
entirety of material values that is separated both from another Property, which other persons
have transferred to the Foundation for Administration, and the Foundation`s own Property.
1.8. The Parties have agreed that from the moment of conclusion of this Agreement and
entering into effect thereof the Client by the transfer of his/her Property for Administration
certifies that all activities of the Foundation, which the Foundation shall execute within the
framework of this Agreement and on the basis thereby, comply with the Client`s intentions.

2. Property Administration Procedure
2.1. The Foundation in compliance with the investment strategy specified in the Application
for administration shall perform independent Property Administration without additional
coordination with the Client. The Foundation shall establish what financial operations are to
be used for more efficient and safer Property Administration, except for the cases prohibited
by legal enactments and this Agreement. In separate cases within the framework of
Application for administration the Foundation is entitled to coordinate with the Client
performance of separate trust operations. In such cases the Client may approve in writing
separate trust operations executed by the Foundation.
2.2. The Foundation shall perform Property operations on its own behalf taking into account
that it acts as the Client`s attorney (authorized representative). This Agreement shall have
legal force of the Client`s power of attorney wherewith the Client authorizes the Foundation to
perform the following activities:
2.2.1. Deposit of the Client`s Property in bank accounts with credit institutions and third
parties, which the Client has chosen for such deposit;
2.2.2. Transfer of the Client`s Property to third parties for nominal holding;
2.2.3. Transfer of the Client`s Property to administration by third parties;
2.2.4. Any other actions with the Client`s Property that the Foundation shall find necessary for
efficient Administration of the Client`s Property.
2.3. By placing the Client`s Property the Foundation may deposit and register it under its own
name in its own accounts.
2.4. The Foundation at its own expenses shall cover all costs related to Property
Administration, inter alia, all dues, commissions to third parties, financial instrument re-
registration expenses, other mandatory payments (hereinafter – the Indispensable costs)
related to the Foundation activities.
2.5. Earnings obtained in the course of Property Administration shall be transferred to the
Foundation accounts.
2.6. The Foundation shall reimburse the Client`s interest on profit in the specified amount and
according to the Schedule (Annex No. 1) notwithstanding current results of Property
administration.

3. Rights and Duties of the Foundation
3.1. The Foundation undertakes:
3.1.1. To perform Administration of the Client`s Property like a careful master would do, in
compliance with this Agreement and an additional agrement thereof, and within the
framework of legal enactments of the Republic of Latvia, cross border (inter-governmental)
agreements on prevention of legalization of criminally acquired funds and pursuant to the
conditions and instructions of the Financial and Capital Market Commission and the Bank of
Latvia;
3.1.2. To transfer (remit) to the Client`s account all payments prescribed by the Schedule
(Annex No. 1).
3.1.3. To enter into separate register trust operations performed with the Client`s Property
and ensure accounting of the Client`s Property in a separate (trust) balance sheeet;
3.1.4. To submit to the Client written reports on the value of Property under Administration,
changes thereof and trust operations performed in the previous period at written request of
the Client at least once a year.
3.1.5. On expiry of Property Administration period or receipt of the Client`s Application on
withdrawal of the Property (or part thereof) from Administration before the appointed time
(Clause 4.2.2) in compliance with the form provided in Annex No. 2 the Foundation shall
return property administraton title to the Client.
3.1.6. On performance of the Client`s property investment to provide for insurance of
business risks with Insurance company.
3.2. The Foundation has the right:
3.2.1. To perform on its own behalf any legal transactions and actual operations with the
property transferred by the Client to the Foundation that are necessary for Administration of
the Client`s Property and stipulated in the Client signed power of attorney that makes an
integral part of the Agreeement.
3.2.2. To submit complaints or claims, if necessary, to protect the Client`s Property under
Administration;
3.2.3. To receive remuneration for Property Administration in the amount and according to
procedure stipulated by this Agreement or and additional agreement thereof.
3.2.4. To receive remuneration for Indispensable costs, which have arisen in the course of
Property Administration, not stipulated by this Agreement.
3.4. The Foundation is entitled to request from the Client additional information with the
purpose to identify the Client, the real beneficiary and the Client`s business; to request the
Client to complete clients questionnaire that includes data on the Client`s business activity; to
request from the Client written confirmation regarding the real beneficiary by completing real
beneficiary identification card; to request from the Client written confirmation of legality of the
property origin etc.
3.5. Performing Property Administration under this Agreement the Foundation, if the Parties
have not agreed otherwise, is not entitled:
- to alienate the Client`s Property;
- to use the Client`s Property to ensure fulfilment of its obligations not related to
Administration, or fulfilment of third parties liabilities;

4. Rights and Duties of the Client

4.1. The Client`s duty is:
4.1.1. To submit to the Foundation the following respectively drawn and legalized (apostilized)
documents pursuant to legislation and cross border agreements:
4.1.1.1. Certified copy of the Client`s passport;
4.1.1.2. Certified copy of the Client`s registration certificate (legal entities);
4.1.1.3. Certified property ownership documents.
Copies of documents can be notarially certified or certified by the Foundation on producing
originals thereof. In such case an authorized employee of the Foundation verifies documents,
makes copies under Clauses 4.1.1.1 - 4.1.1.2, 4.1.1.3 and certifies (confirms) their
compliance to the original documents by his/her signature, and certifies the stamp and
signatures of authorized representatives subscribed in his/her presence.
4.1.2. To transfer to the Foundation the Property for Trust Administration under clause 1.4 of
the Agreement;
4.2. The Client has the right:
4.2.1. To receive all benefits and earnings acquired in the course of Property Administration in
the specified amount and time.
4.2.2. To terminate Property Administration (cancel the Agreement) before the appointed time
by submitting an Application on the Property withdrawal _________ days before the expected
Administration termination date.

5. Settlement procedure

5.1. The Foundation receives commission fees for Property Administration under this
Agreement; the amount thereof is established by deducting expenses made for the Clients
benefit from earnings of the Foundation.
5.2. Upon early termination of Property Administration Agreement (Clauses 9.3, 9.4) the
amount of earnings payable to the Client are calculated as per actual date of termination
thereof.
5.3. For delay in payment of comission fees and non-observance of Property return term the
Foundation shall pay fines to the other Party in the amount of 0.1% (one tenth of one percent)
from the outstanding amount for each day of delay. Payment of fines shall not release the
Foundation from liability of paying the respective amounts.
5.4. Upon termination of Property Administration due to expiry of of Property Administration
period (Clause 9.2), or pursuant to the Client`s application on withdrawal of the Property from
Administration before the appointed time (Clause 9.3), or on the Foundation initiative (Clause
9.4) all property administration rights are passed over to the Client.

6. Liability of the Parties

6.1. The Foundation is responsible before the Client in the amount of direct losses for the
actions that are deliberate violation of Clauses 3.1.1, 3.1.2 of the Agreement if the Client has
incurred damage due to such actions.
6.2. The Party responsible for default or undue fulfilment of provisions of the Agreement and
disclosure of information, which is commercial secret of the other party and has incurred
damage thereof, shall indemnify all losses and expenses related to such violation.

7. Force Majeure Circumstances
7.1. The Client and the Foundation shall be released from responsibility for partial or complete
non-execution of liabilities under this Agreement if such non-execution results from force
majeure circumstances that have arisen due to emergency situation after transfer of the
Property for Administration, which neither the Client, nor the Foundation could foresee or
avoid.
7.2. Events, which neither the Client, nor the Foundation can influence, foresee or be
responsible for, shall be considered as force majeure circumstances, on condition that they
directly hinder fulfilment of the Parties` obligations.
7.3. Upon emergence of force majeure circumstances that hinder fulfilment of the Foundation
liabilities under this Agreement and have arisen due to state authority, administrative or legal
enactments the Foundation, after receipt of such information, shall inform the Client without
delay on such circumstances. The Client and the Foundation have agreed that upon
emergence of such circumstances duty of the Foundation is to fulfill its liabilities under this
agreement specified by Clauses 3.1.2, 3.1.5.
7.4. The Party that refers to force majeure circumstances shall advise the other Party on
emergence of such circumstances within three working days. In such case the term for
fulfilling contactual obligations under this Agreement shall be extended for the period of such
circumstances; however, such extention shall not exceed three months.
7.5. If force majeure circumstances last for more than three months the Parties shall discuss
the issue of fulfilment of their contactual obligations and make a decision on cancellation of
the Agreement or extention thereof, by concluding a separate agreement.
7.6. On cancellation of the Agreement due to force majeure circumstances consequences
under Clause 7.7 of the Agreement shall set in.
7.7. After cessation of force majeure circumstances the Parties, upon mutual agreement, are
entitled to restore Property Administration relationship by concluding a new Agreement on the
same conditions that were effective before commencement of force majeure circumstances.

8. Settlement of Disputes

8.1. All disputes and disagreements related to this Agreement the Parties shall settle by way
of negotiations. If the Parties fail to reach agreement within one month any dispute arising
from this Agreement, related to this Agreement or violation, termination or invalidity thereof,
shall be settled in court of the Republic of Latvia pursuant to jurisdiction in compliance with
legislation of the Republic of Latvia.
8.2. In all matters not specified by this Agreement or supplements thereof the Parties shall act
in compliance with valid legislation of the Republic of Latvia.


9. Validity of Agreement, Cancellation Procedure, Change of Property
Administration Period

9.1. The Agreement shall become effective from the moment of signature by both Parties and
shall be valid until full execution of the Parties` obligations.
9.2. The Client shall transfer the Property for Administration for a period specified by the
Application for Administration.
In the event such period is not specified in the Application for Administration it shall be
deemed that the Property has been transferred for Administration for an open-ended term and
the Property shall be withdrawn from Trust Administration pursuant to Clause 3.1.5 of the
Agreement after receipt of Application on withdrawal of the Property from Administration.
9.3. The Client has unilateral right to cancel the Agreement and request return of the Property
by submitting a written Application on withdrawal of the Property ___________ days before
the expected date of cancellation.
9.4. The Foundation has unilateral right to cancel the Agreement and refuse from Property
administration by submitting a written notice to the Client 7 (seven) days before the expected
date of cancellation.
9.5. Cancellation of the Agreement before the appointed date shall not release the Parties
from fulfilment of their obligations that have already arisen under this Agreement.
9.6. If the Client wants to extend (prolong) Property administration period a new application
for Property Administration shall be submitted, at the latest, seven days before expiry of
Property Administration period. The Foundation shall advise the Client on the decision to
extend Property Administration period within three working days after receipt of Application for
Administration.
9.7. The Client has the right to reduce Property Administration term by submitting to the
Foundation a new Application for property administration.


10. Additional Provisions

10.1. All amendments and supplements to this Agreement shall be valid only when made in
writing and signed by representatives of both Parties.
10.2. The said amendments and supplements (agreements) shall become an integral part of
this Agreement.
10.3. The Parties shall be obliged not to disclose to third parties information they have
obtained in the course of execution of their obligations under this Agreement.
10.4. This Agreement has been done in duplicate, one copy for each Party; both copies have
equal legal force.


11. Requisites of the Parties

"NTF" Ltd.
       _________________________
Reg. No. 40103229415
       _________________________
 83/85-16 A. Čaka Street, Riga, LV1010
       _________________________
“Swedbank” JSC
       _________________________
Account: LV17HABA0551025268017
       _________________________
Annex No. 1 to


TRUST AGREEMENT No. _________

dated “___” _____________200___



APPLICATION

for transfer of Property under Trust Administration
Riga, “____” ___________ 200__

Please accept trust administration of
_________________________________________________________________________
(value of Property shall be specified)
_________________________________________________________________________

for the period until __________________________________________________ included.
(year, month, date shall be specified)

I assign “NTF” Ltd. in the course of Property trust administration to use at Administrator`s own
discretion financial operations not prohibited by legislative enactments of the Republic of
Latvia.
_________________________________________________________________________

Remuneration reimbursement Schedule _________________________________________

Interest on the property value ________________________________________________

_________________________________________________________________________

Client:
_______________________________________
(Client`s name, registration No.
______________________________________________
legal address)
______________________________________________
(position,
______________________________________________ _______________________
Name, surname of attorney) (signature, seal)
Annex No. 2 to


TRUST AGREEMENT No. _________

dated “___” _____________200___



APPLICATION

for withdrawal of Property from Trust Administration

Riga, “____” ___________ 200__

Please withdraw from Trust Administration from “____” ____________ 200___ the Property
held under trust administration by “NTF” Ltd.
Please reinstate ownership title to the Property
_________________________________________________________________________
_________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

Client:
_______________________________________
(Client`s name, registration No.
______________________________________________
legal address)
______________________________________________
(position,
__________________________________________

				
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