HEDGE FUND INVESTMENT

MANAGEMENT AGREEMENT

THIS HEDGE FUND INVESTMENT MANAGEMENT AGREEMENT (the

“Agreement”), effective as of the date of the signature below is entered into by and between
the undersigned client (the “Client”) and Bryan Louie Martinez (the “Fund Manager”), on
the terms and conditions set forth below.

1. Offer. The Fund Manager is offering units/interest for investment. The unit/interest
will be converted from US Dollar to Philippine Peso, the conversion rate of which
will be dependent on the ________ Bank spot rate on July 31, 2018. Each Unit/Interest
may be aggregated into a Pooled Fund. Each unit/interest represents an ownership in
the Pooled Fund which is referred to as a “Percentage Interest” in the Pooled Fund
which is determined by a fraction, the numerator of which is the amount of the
Investor’s Principal Interest and the denominator of which is the aggregate value of
all Investors’ Principal Interest at any given time. All rights as a Member will be
based on the particular Investor’s Percentage Interest.

2. Risks.

a. The purchase of the unit/interest is subject to the substantial risks inherent in

trading affected by use of hedging, market risks, general economic conditions
currency exchange rates, exchange control regulations, etc. The Client should be
aware that his/her original investment could lose forty percent (40%), given the ten
percent (10%) volatility of the entire portfolio. The Client shall be required to bear
the financial risk of this investment and the Fund Manager does not guarantee any
amount of return of investment for the entire duration of the scheme. The Scheme
will run from September 1, 2018 until September 1, 2019.

b. The investment offered hereby have not been approved or disapproved by the
Securities and Exchange Commission. The investment offered hereby are
subject to restrictions on transferability, resale, and may not be transferred or
resold except until after the expiration of the scheme on September 1, 2019.

3. Appointment. The Client hereby appoints the Fund Manager as investment manager
of the Client’s Unit/Interest of investment. The total investment will be deposited
through a global brokerage platform (to be determined by the Bank of the Philippine
Islands [BPI]) using a Dollar Account through wire transfer. The investment amount
will be used to purchase securities listed on New York Stock Exchange (NYSE),
including but not limited to contracts for differences (CFDs), options, and other
derivatives. The Fund Manager during the term of this agreement shall have full
power to supervise and direct the investment of the Unit/Interest in its sole discretion
as set forth herein. The Fund Manager may make all investments for the Unit/Interest
without consulting the Client or any other person or obtaining the Client’s or any
other person's consent or instructions. The Client acknowledges that all actions take n
by the Fund Manager hereunder shall be binding upon the Client and as binding upon
the Client’s legal representatives as upon the Client.

4. Limitation of Services. The Client acknowledges that the services provided by the
Fund Manager are for the investment of the Unit/Interest and that the Client cannot
rely on the Fund Manager to provide tax, legal, or accounting advice, which services
may be retained by the Client from other sources.

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5. Non-Exclusivity. The services provided by the Fund Manager to the Client are not
deemed exclusive. Nothing in this Agreement shall in any way restrict the right of the
Fund Manager to provide investment management or other services for any other
person or entity or to act for its own account, and the provision of such services for
others or for its own account shall not violate or give rise to any duty or obligation to
the Client.

6. Powers of the Fund Manager. The Fund Manager shall have full discretion and
authority to manage all unit/interest of investment. The Fund Manager shall be
authorized to exercise the following powers for and on behalf of the unit/interest of
investment:

a. to make all investment decisions in respect of the unit/interest and to otherwise

manage the unit/interest and invest or reinvest or direct any broker or any
third-party to invest or reinvest any money or assets at any time, in any market,
using any dealer held in or for the unit/interest in such securities or other
investments as the Fund Manager may in its sole discretion determine;

b. to purchase, sell and otherwise trade in securities;

c. to buy or sell securities denominated in foreign currencies or conduct foreign

exchange transactions on behalf of the unit/interest or to enter into such
transactions with counterparties;

d. to instruct a broker or any authorized third-party (if any) to settle such trades
as are directed by the Fund Manager;

e. to exercise any conversion privileges, subscription rights, warrants and/or

other rights or options available in connection with any securities or other
unit/interest;

f. to invest such portion of the unit/interest in cash or cash equivalents as the

Fund Manager from time to time may deem to be in the best interests of the
unit/interest.

g. to retain third parties and affiliates of the Fund Manager, to perform any of the
duties or obligations of the Fund Manager under this Agreement;

h. to negotiate and agree to any commissions associated with the purchase and
sale of securities for the unit/interest; and

i. to do all such acts, take all such proceedings and exercise all such rights and
privileges, although not specifically mentioned herein, as may be determined
by the Fund Manager to be necessary, desirable or appropriate to discharge its
duties hereunder.

7. Client Instructions. The Client acknowledges that, pursuant to this Agreement, the
Fund Manager has full discretionary power and the Fund Manager is under no
obligation and will not take instruction from the Client in respect of the investment
of the unit/interest.

8. Reporting. The Fund Manager will provide the Client at the end of each month starting
on October 31, 2018, reports on the positions, watchlist and the Net Asset Value Per
Share (NAVPS).

9. Standard of Care. The Fund Manager shall exercise its powers and duties honestly, in
good faith and in the best interest of each of the unit/interest, and in connection
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therewith, shall exercise the degree of care, diligence and skill that a reasonably
prudent Fund Manager would exercise in the circumstances. The Fund Manager
undertakes that the unit/interest will not be used in any illegal transaction or money
laundering activity.

10. Fees. For the services the Fund Manager renders, he shall receive:

a. Management Fee of Two Percent (2%) of the Client’s total principal

investment, annually. The Management Fee shall be in US Dollars and credited
into the Account as Fund Shares.

b. Performance Fee of Twenty Percent (20%) of the amount of the trading profits
computed annually. The Performance Fee shall be payable only upon when
the trading profits exceeded the Two Percent (2%) Hurdle Rate and the High
Water Mark. The Performance Fee shall be in US Dollars and credited into the
Account as Fund Shares.

c. Hurdle Rate refers to the rate of return that the Fund Manager must exceed in
order to collect Performance Fee.

d. High Water Mark refers to the highest peak in value, pre-management fees,
that the investment has reached within the period of the Scheme.

11. Withdrawals. Client is not allowed to make withdrawals of the fund for the entirety
of the scheme. Withdrawals may be made at the end of the scheme provided that the
Client has requested, in writing, one (1) month prior to the end of the scheme to allow
liquidating of open positions.

12. Mutual Representations. Each party to this Agreement represents and warrants that:

a. He/she is duly authorized and empowered to execute, deliver and perform this
Agreement and has taken all action necessary to authorize its execution,
delivery and performance, including the obtaining of any necessary consents;
b. such action does not conflict with or violate any provision of law, rule,
regulation, governing document, contract, deed of trust, or other instrument to
which it is a party or to which any of its property is subject;
c. this Agreement is a valid and binding obligation enforceable in accordan ce
with its terms (subject to applicable insolvency or similar laws affecting
creditors’ rights generally and subject, as to enforceability, to equitable
principles of general application); and
d. it is not insolvent or the subject of a proceeding seeking a judgment of
insolvency or bankruptcy.

13. Representations of the Client. The Client hereby represents and warrants to the Fund
Manager that:

a. The Client shall be responsible for all tax returns, filings and reports on any
transactions undertaken pursuant to this Agreement and for the payment of all
unpaid capital calls, taxes, levies, duties or other liability or payment that may
arise out of, or in connection with, the securities held in the Account. In the
event the Fund Manager is under any obligation to pay any of the above, it
may do so using the Pooled Funds;
b. The Client acknowledges that the Fund Manager may be required by applicable
laws to determine the identity of the Client and to collect certain information
concerning the Client, including the nature of its business and the identity of
those who are beneficial owners of, or exercise control or direction over, more
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than Twenty Five Percent (25%) of the voting rights attached to the
outstanding voting securities of the Client (if the Client is a corporation) or
who exercise control over the affairs of the Client (if the Client is a partnership
or trust). The Fund Manager may request additional information from time to
time and the Client shall provide all such information so requested. The Client
hereby represents the accuracy of the information provided in the account
opening documents and will advise the Fund Manager should any of the
information contained in the account opening documents change in any
material respect;
c. The Client acknowledges that the Fund Manager will manage the Account at
its discretion and in accordance with his proficiency; and
d. The Client agrees to provide such additional documentation as the Fund
Manager may reasonably request from time to time.

14. Indemnity and Liability. The Client hereby agrees to indemnify and hold the Fund
Manager, its directors, officers, shareholders and employees harmless and to release
such parties from any and all damages, actions, causes of action, debits, charges,
expenses, or other losses arising out of the operation of the Investment, except for
any losses, costs or damages, arising out of or in connection with the Fund Manager’s
breach of its standard of care under this Agreement.

15. Confidentiality and Use of Information. The Fund Manager will collect such personal
information from its clients as it deems necessary or advisable in its discretion in
order to (i) discharge the Fund Manager’s obligations under anti-money laundering
regulations, (ii) perform a suitability assessment of the Client in compliance with
applicable laws, and (iii) perform its obligations pursuant to this Agreement. All
personal information received by the Fund Manager will be treated in accordance with
laws on Data Privacy.

16. Assignment. This Agreement shall not be assignable by the Client without the express
written consent of the Fund Manager and shall be assignable by the Fund Manager
with Thirty (30) days written notice to the Client.

17. Notices. All notices and other communications under this Agreement shall be in
writing, and shall be addressed to the following:

If to Fund Manager: Bryan Louie Martinez

Postal Address:
Email Address:

If to Client: _______________________
Postal Address:
Email Address:

Each party may change its address for delivery by providing written notice of a
different mailing address, email address or fax number to the other party. Any notice
or other communication given hereunder shall be deemed given upon receipt. Notices
may be transmitted by hand, fax, e-mail, courier, certified or registered mail return-
receipt-requested, mail postage prepaid, or other reasonable form of delivery, unless
the parties both on a specific form of delivery. Any notice received after 5:00 p.m.
Philippine Standard Time on a business day shall be deemed given on the succeeding
business day.

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18. Severability. In the event any provision of this Agreement is adjudicated to be void,
illegal, invalid, or unenforceable, the remaining terms and provisions of this
Agreement shall not be affected thereby, and each of such remaining terms and
provisions shall be valid and enforceable to the fullest extent permitted by law.

19. Integration; Amendment; Waiver. This Agreement, including all of its schedules and
attachments, together with any other written agreements between the parties entered
into concurrently with this Agreement, contain the entire agreement between the
parties with respect to the transactions contemplated hereby and supersede all
previous oral or written negotiations, commitments and understandings related
thereto. This Agreement may not be amended or modified in any respect, nor may any
provision be waived, without the written agreement of both parties. No waiver by one
party of any obligation of the other hereunder shall be considered a waiver of any
other obligation of such party.

20. Term and Termination., this Agreement shall remain in force until the end of the
Scheme (September 1, 2019).

21. Enurement and Estate. This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns
including heirs, executor and administrators of the Client. In the event of the death,
disability or physical or mental incompetence of a Client, and upon the Fund Manager
receiving notice thereof, there will be no automatic termination or change to the terms
of this Agreement. In the event of:
a. the Client’s death, the Fund Manager will halt any cash distributions made
from the Account. No cash or other assets will be removed from the Account
unless: (i) the Fund Manager is directed in writing to do so by the legal
representative, executor or administrator of the Client’s estate; or (ii)
applicable laws require otherwise. Should the account become an estate trust,
the Client may terminate this Agreement upon 30 days written notice to the
Fund Manager.
b. The Client’s disability or physical or mental incompetence, if not prohibited
by law, the Client’s personal representative, guardian, committee, attorney-in-
fact, or other authorized representative may agree to amend the terms of this
Agreement, or terminate this Agreement.
c. The Fund Manager’s disability or physical, mental incompetence or death, all
investments, positions will be liquidated within Ninety (90) days through his
named successor, (Name), and will follow the normal withdrawal process.

22. Force Majeure. In the event of any failure, interruption or delay in performance of the
Fund Manager’s obligations under this Agreement resulting from acts, events or
circumstances not reasonably within the Fund Manager’s control, including, but not
limited to acts or regulations of any governmental bodies or authorities or securities
exchanges, a custodian refusing to act on the Fund Manager’s instructions or the
breakdown, failure or malfunction of any telecommunications or computer service,
except for the Fund Manager’s own systems, the Fund Manager shall have no liability
for any loss or change in the value of the assets in the Account or any opportunity lost
incurred as a result of above failure, interruption or delay.

23. Agreement Not Joint Venture. This Agreement shall not be deemed in any way or for
any purpose to constitute any party a partner of the other party to this Agreement in
the conduct of any business or otherwise or a member of a joint venture or joint
enterprise with the other party to this Agreement.

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24. Further Assurances. Each party hereto shall execute and deliver such other documents
or agreements as may be necessary or desirable for the implementation of this
Agreement and the consummation of the transactions contemplated hereby.

25. Counterparts. This Agreement and all related agreements and documents may be
executed in one or more counterparts, each of which shall be deemed an original and
all of which taken together shall be deemed one and the same instrument.

26. Dispute Resolution. All disagreements, disputes, controversies or claims arising out
of or relating to this Agreement or the interpretation hereof or any arrangements
relating hereto or contemplated herein or the breach, termination or invalidity hereof
which cannot be resolved through consultation and amicable negotiation among the
parties hereto shall be finally settled by a court of law in the Philippines.

27. Governing Law. The Agreement is entered into in accordance with and shall be
governed by the laws of the Philippines and the laws governing the situs of the
investment. Any legal action, suit or proceeding in equity or law arising out of or
relating to this Agreement, or its interpretation, validity or enforceability, shall be
instituted solely in the courts of the Philippines.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and
the place first above written.

Bryan Louie Martinez Name

Fund Manager Client

Signed in the presence of:

Witness Witness

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REPUBLIC OF THE PHILIPPINES) S.S.

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in the above jurisdiction, personally appeared
on this ____ day of ______ 2018 the following persons:

Name Identification Card Date and Place Issued

all known to me to be the same persons who executed the foregoing Hedge Fund Management
Agreement, consisting of seven (7) pages, including the one on which this Acknowledgement
is written, each signed by the parties and their respective witnesses, and they acknowledged
to me that the same is their free and voluntary act and deed and that they have competent
authority from the juridical entities represented.

WITNESS MY HAND AND SEAL affixed on the date and at the place above written.

Notary Public

Doc. No. ........;

Page No. .......;
Book No. .......;
Series of 2018

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