Pago Pago, AMERICAN SAMOA — The Master Project Funding Agreement (Draft) of which Samoa News was able to obtain a copy adds more information for public knowledge to what the American Samoa Government did with some of the millions it had earned in interest from federal ARPA funds that were deposited in a Zions Bank account, awaiting use in local projects. 

The MPFA draft came to light during the Senate Government Operations hearing, held last week, on the reported $10Mil investment scheme. Acting Treasurer Carrie-Lee Magalei Tulafono, the sole witness, testified that all she knew about the investment plan was from this draft document, and from what Executive Advisor for Finance Brett Butler told her.

She stated that could not confirm if the draft copy of the investment agreement had been finalized and signed; only that she had seen the “draft” and had a copy of it.

Mrs. Magalei Tulafono further told senators that it was Butler who verbally told her about the agreed upon return on the original $10 million investment — $10 million within 30 days of the original investment with $10 million to follow almost immediately.

The draft document was given to the Senate to xerox-copy during the hearing.

Samoa News should point out that while the MPFA draft document does shed light on what ASG has possibly done with the $10 Million, it is not however a definitive account, as it is only a “draft” — not the final signed document, which would establish the legal framework for the investment. 

As such, there are differences in what the Acting Treasurer testified as occurring versus what the draft says should happen with the initial investment of ASG’s $10 million. 

The MPFA draft document identifies the basis for an agreement between two parties — McKinley Investment LLC, represented by its CEO, Halen Bach, and the ASG, represented by its “Economic Advisor of Finance for the American Samoa Government, Brett Butler.” McKinley is stated as duly organized and existing within the laws of the State of Wyoming.

It further states that McKinley is “a funding coordination group and financial investor willing to arrange project funding” to ASG in an initial principal amount of $100,000,000.00 (One Hundred Million USD), subject to rollovers and extensions…” 

In an email from Gov. Pulaalii Nikolao Pula to Magalei-Tulafono, dated March 16, 2026, he identifies the investment of the $10 million “for purposes of ASG airport infrastructure with McKinley.”  

During the hearing, the Acting Treasurer noted McKinley Beech Tree (MBT) as the investment company to which the $10 million was sent via a wire transfer.

According to the draft agreement, MBT is a structured finance, LLC that “serves as the dedicated structured finance and capital execution platform responsible for coordinating funding strategies and risk-management project finance operations across all McKinley-led infrastructure initiatives.” 

It is included and explained in the Receiving Bank Information for McKinley. It is the only time the company, MBT, is identified in the MPFA.

The account name of the Escrow Account the initial investment plus application fee ASG is to send the money to is: Gray Reed, advisors for MBT Structured Finance, LLC. The receiving bank is Zions Bancorporation, N.A. (Amegy Bank). (MBT is identified in a side note.)

The Sending Bank is identified as the Territorial Bank of American Samoa, it is listed as an ASG ACH Account. 

Magalei-Tulafono said the wire transfer was sent to MBT, a company in Leewood, Kansas from ASG’s Zion account that held the earned interest. No where in the draft is Kansas mentioned or the city.

The draft agreement stated that ASG is to transfer “an investment amount” of $10.1 million to McKinley’s “restricted bank escrow account within three (3) Business Days” following ASG’s receipt of the fully executed MPFA via DocuSign.

The $10 million that ASG reportedly sent from the ARPA interest account held at Zions Bank in Utah is cited in the draft as the “Initial Participation Investment”. It “represents” ASG’s “equity participation equivalent to 10% of the total Project of the total Project Funding amount and constitutes” ASG’s initial capital participation in its own project.

The draft document identifies the initial investment as forming the “base participation component upon which the remaining 90% of the total Project Funding amount shall be arranged, structured, and provided by McKinley, thereby constituting 100% of the Project Funding.

“The initial investment shall be deemed the Initial Participation Capital of ASG in the project and shall not constitute a loan or repayment obligation of ASG.”

For clarity, the draft states, McKinley and ASG “acknowledge and agree” that the fee is an application investment fee paid by ASG and is not deemed as part of ASG’s 10% participation portion of the total Project Funding. 

Magalei-Tulafono did not testify about an application fee, and spoke only of the $10 million investment.

The draft also establishes a Special Purpose Company as a private limited company “duly organize and existing under the laws of Singapore. The share capital of the SPC is to be: ASG- 51% and McKinley Investment LLC- 49%; and the Board of Directors is three (3) ]appointed by ASG and two (2) appointed by McKinley. The chairperson is to be nominated by ASG. 

It goes on to define its structure to ensure operational balance and financial integrity. The SPC is to address all related legal and regulatory matters — serving “as the designated project management and financing vehicle. Financing proceeds shall be disbursed to such accounts as may be designated by Party B [McKinley] for approved Project purposes.”

INVESTMENT RETURN

For the “investment return”, which the Acting Accountant said was verbally stated by Butler, the draft agreement details the following:

The American Samoa Government is reportedly set to receive three payment installments or tranches for a total of $100 Million plus the application tranche fee of $100,000.00. This puts the initial ASG investment at $10.1 million paid to McKinley Investment LLC, according to the draft agreement.

The target financing terms are outlined in the draft.

The installment structure is as follows: the first installment, identified as the ‘first tranche’, is for $20 million; followed by a second tranche of $30 million; and a 3rd tranche of $50.1 million. Each installment is expected to be disbursed within 30 business days after the previous payment.

The 3rd tranche, according to the draft document, is “inclusive of the initial participation investment and the application installment fee.” 

The project term is for up to ten (10) years, including any approved extensions and rollovers.

Not stated during the Senate hearing was the funding charge that will be paid to an individual “upon each successful funding disbursement under the approved tranches.” 

It explains that ASG is to pay a funding facilitation fee equal to 10% of the applicable tranche draw amount to a “Mrs. Vandana Agrawal”, in consideration for funding coordination and placement services rendered under this Agreement. 

“Such fee shall become due and payable upon completion of each respective tranche disbursement,” the draft states. (The total amount would be 10% of $100 million — $10 million.)

There is no explanation of who exactly Mrs. Agrawal is, and she was not identified by Mrs. Magalei-Tulafono.

INVESTMENT RECOURSE

Magalei-Tulafono testified during the Senate hearing that to date no money has been received.

The draft document does explain that when the investment agreement becomes active there is possible recourse if the initial financing, i.e. First Tranche is not disbursed within thirty (30) Business Days from commencement date, provided there are no faults, delays, or instances of non-cooperation from ASG. However, the draft does not have a starting or commencement date, noted or suggested.

It should also be pointed out that the $100,000.00 application fee is noted in the draft as refundable.

It states McKinley Investment would be obliged to refund ASG's initial investment within an additional 30 business days after the deadline (as noted there is no deadline date included in the draft). Importantly, the draft agreement emphasizes that this refund is ASG's "sole and exclusive remedy" in such a scenario.

Samoa News has learned that the Senate decided to wait until today, Tuesday, Sept. 08, 2026, to see if any money has been received, before continuing with their hearings on the matter. Butler has reportedly assured that the first installment is expected. With the arrival of the 1st installment Butler will supposedly then become available as a witness in hearings, both the House and Senate wish to hold on the issue.

EDITOR’S NOTE:
DELAY TO 1ST TRAUNCH

The disbursement of the 1st tranche seems to depend on when the MPFA was executed and initial investment received.

Samoa News reported on September 03, 2026 on a string of emails that occurred between Butler, the Governor and Magalei-Tulafono, authorizing the Acting Treasurer (in her words) “to sign the transfer to McKinley Group for DPA”.  She read the email out loud to the senators during the hearing in explanation as to why she signed the wire transfer document without first consulting the Attorney General.

It has now been mentioned, through government sources, that the authorization sent out late on Monday, Mar. 16th indicated the governor’s approval of the agreement — whether of the wire transfer or the MPFA has not been clarified.

It is after this authorization, Butler is reported to have asked the Acting Treasurer to expedite the return of the signed document so a confirmation email could be sent by 6 a.m. the following morning. 

It is not known what this signed document exactly was. And if signed, did it then    activate an “effective date” for the MPFA, meaning the date on which both Parties fully execute the MPFA, or got the ball rolling for an “initial funding date” meaning the first date on which the First Tranche is contractually scheduled for disbursement.

Throughout the MPFA draft, it is stated that final approval includes receiving the correct paperwork. This incudes the Project Description which has to be finalized and submitted within 20 Business Days following the execution of the Agreement.

As mentioned, the reported document is a draft copy, not the final Agreement. And until it is disclosed, clarity about the $10 million investment will remain murky at best, and ripe with rumors.