Memorandum of association of xyz investment Bank Limited I. Name the name of the Company is "xyz investment Bank Limited" II. Registered office

(Company Limited by Shares)

1. 
   To issue short-term commercial papers or certificates of deposits or investments of not less than thirty days maturity subject to the conditions as specified by the Commission from time to time;
   
2. 
   To discount or trade in commercial paper issued by its client, government securities, promissory notes and bills, bankers' acceptances and other money market instruments;
   
3. 
   To assist in the issue of commercial paper, including introduction of companies to the money market, preparation of documentation, distribution and market making.
   

4. To undertake the following Capital Market Activities:

1. 
   To invest in listed securities, both equity and non-equity instruments;
   
2. 
   To provide professional analysis of securities to institutional and individual investors either directly in writing or through publications, as to the advisability of investing in, purchasing or selling of securities for remuneration.
   
3. 
   To underwrite stocks and shares, instruments of redeemable capital and other negotiable term obligations of corporations and financial institutions, acting singly or jointly as manager, underwriter and distributor of such issues and taking an active part in all stages of preparation for such issues either public issues or private placement;
   
4. 
   To manage portfolios of securities including stocks and, shares, pension and provident fund, participation term certificates and other negotiable and debt instruments for both eligible individual and institutional clients on a
   
5. 
   To provide margin loans to individual and institutional investors; and
   

5. To undertake the following Project Finance Activities:

1. 
   To make investment in projects through underwriting of public issue of stocks, shares and securities, short-term and long-term
   
2. 
   To open letters of credit for their corporate clients for the import of machinery for installation, expansion, balancing, modernization and replacement;
   

6. To undertake the following corporate finance services:

1. 
   To act as adviser and financial agent for companies in obtaining direct bank loans, syndicated loans, export credits, leases and projects finances, both domestically and internationally;
   
2. 
   To assist companies in private placement of debt and equity, domestically and abroad;
   
3. 
   To act as adviser to companies in corporate or financial restructuring as well as in the preparation of resource mobilization plans;
   
4. 
   To act as adviser to companies in mergers, acquisition and divestitures;
   
5. 
   To assist companies with cash management systems;
   
6. 
   To prepare feasibility, market or industry studies for companies, both domestic and foreign;
   
7. 
   To assist to raise equity for new and existing companies, by acting as financial agent;
   
8. 
   To act as custodian for securities owned or held by clients pursuant to their instructions and provide each or any of the following services; custody of securities, placing or execution of orders for purchase or sale of securities, receipt of dividends and other income on securities, execution of voting and other rights in connection with securities, holding the securities on behalf of their clients, and transacting aforesaid activities through nominees, agents, or attorneys;
   
9. 
   To act as nominees, agent, attorney, administrator, executor or trustee for clients;
   
10. 
    To act as trustee for collective investment schemes, private equityfunds, venture capital funds, real estate investment trusts and debt instruments, if so approved by the Commission; and
    

7. To undertake the following general activities,-

1. 
   To raise funds through equity, foreign and local debentures both short and long term, commercial paper issued locally or abroad, sale of short and long term participation term certificates and term finance certificates;
   
2. 
   To act as authorized seller for securities and certificates, denominated in local or foreign currency, issued by Federal or Provincial Governments, statutory bodies, and state-owned corporations, including instruments of National Savings Schemes (NSS);
   
3. 
   To receive all kinds of valuables on deposit for safe custody and providing of safe deposit vaults to clients;
   
4. 
   To assist companies with cash management systems and handle payments and collections for clients;
   
5. 
   To extend secured loans and advances; and
   
6. 
   To provide discounting services.
   

8. To carry on the business of Discounting Services, including discounting, acceptance and guaranteeing, purchasing, arranging, re-discounting, underwriting, etc., of securities and instruments of all kinds, including certificates of investments, certificates of deposits, commercial papers, participation term certificates, term finance certificates, bills of exchange, promissory notes, trade bills and any other financial instruments issued by any company, corporate body, corporation, firm, association, trust or other entity, whether in public sector or in private sector, both in primary as well as in secondary market, to purchase and discount receivables, bills receivables, bills payable, export bills, book debts, etc., subject to approval of concern regulatory authority or as permissible under the NBFC Regulations or any instructions / circulars / directions prescribed by the concerned regulatory authority from time to time.

11. To purchase, subscribe for, borrow, acquire, hold, own, sell, exchange, assign, transfer, mortgage, pledge, hypothecate, guarantee, deal in and otherwise effect all

licences, permits, permissions, concessions and leases, etc.

1. 
   The Authorized Capital of the Company is Rs: ___________________only) divided into _________________Ordinary Shares of Rs: 10/- each. The Company shall have the power to issue shares at par and also subject to legal and regulatory compliances to issue shares at premium and / or at discount. The Company shall further have the power to increase, reduce or reorganize the capital and divide shares in the capital for the time being into several classes constituting ordinary and other classes and kinds of shares in accordance with the provisions of the Companies Ordinance, 1984 and Companies Share Capital (Variations in Rights & Privileges) Rules, 2000, as may be amended or substituted from time to time, including power to issue and redeem preference shares of any class, on such terms and conditions and to convert them into ordinary shares, as the directors may deem appropriate, subject to the approval of the members in general meetings.
   

2. 
   Without prejudice to the foregoing, the share capital shall comprise ordinary shares and other kinds and classes of shares, including preference shares, containing inter alia, such preferential, deferred, qualified or special rights, privileges and limitations attached thereto, including in relation to different or disproportionate entitlements of dividends, right shares or bonus shares, sharing of profits and losses, different or disproportionate voting rights and other special rights, privileges and entitlements for different or indefinite periods or for limited specified periods, with power to the Company from time to time to vary, redeem, convert, modify or abrogate such rights, entitlements, privileges or conditions and / or to increase or reduce the capital as may be approved by the members from time to time.
   

We several persons (nominees of XYZ Investment Limited) whose names and addresses are subscribed hereto are desirous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names:

Dated: the.............................day of............................20...........

Witness to above signatures.