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MEMORANDUM 1. The Republic of Kazakhstan has embarked on a bold program to establish a democratic society and market economy, based on the principles of individual freedom, property ownership and private enterprise. 2. A central dement of this program is the development of Kazakhstan's natural resources for the benefit of its people, and the promotion of foreign investment to support that process. In order to help ensure that foreign investment occurs in a manner that advances the long-term interests of Kazakhstan, the Government will seek advisors where they can play a positive role in supporting the Government's program. 3. In the Tengiz project, JP Morgan has played a constructive role as financial advisor to the Government. The Government of the Republic of Kazakhstan and JP Morgan herein acknowledge their mutual desire to build on that experience to establish a deep and mutually beneficial relationship of cooperation. 4. It is the intention of both parties that JP Morgan serve as a financial advisor to the Republic of Kazakhstan, while preserving flexibility as to precise scope and nature of that relationship. The collaboration may cover a range of activities, including advice regarding foreign investment or joint ventures in sectors of strategic interest, as well as support regarding Kazakhstan's relations with multilateral institutions. The terms and conditions of any particular cooperative effort would be mutually agreed on a case by case basis. 5. The Government of the Republic of Kazakhstan and JP Morgan affirm their commitment to this agreement on cooperation and to the development of a close and constructive long-term relationship. BY:____________ BY:_____________ His Excellency Dennis Weatherstone Nursultan A. Nazarbaev Chairman of the Board President JP Morgan & Co., Inc. Republic of Kazakhstan
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