ABOUTTHE ARAMEX FUND

HONG KONG, SPAIN, LONDON, MANILA, DUBAI

INTRODUCTION

BY PROF. ABDEL DIMAPUNONG PHILIPPINE EXCLUSIVE CAPITAL INTERMEDIARY

THE ISLAMIC BANKING RESEARCH INSTITUTE, INC.

FUND CONVENOR

The ARAMEX -FUND was organized right a er president Noy Aquino delivered his rst state of the na on address on July 2010. There, the president called for a public private partnership and we responded accordingly by organizing a private fund. The fund was organized as the President Noy Aquino III private development assistance fund. Immediately we informed the president about this development assistance fund by submi ng a formal le er that was accompanied by some per nent documents that would establish proof of funds.

Private funds in the amount of 10 billion Eurodollars was ini ally placed by ERA Investment HK limited and the ERA Global Securi es of Spain with the Islamic banking ins tute as the fund convenor. In a short me, other capitalists came in to join the funders consor um indica ng renewed investors condence in the Philippines with its brand new government. Notable among the new entries is the renowned Barings capital of London. The name of the fund transformed into many varia ons for some reasons; when Barings capital came in to join, the fund became to be known as ERA - Barings fund. Then the Aramex Investments of Hong Kong came in to join the group and the Fund came to be known as ERA-Aramex Funds. The ERA-Aramex ERA Fund is represented in the Philippines exclusively by Prof. Abdel Dimapunong, president of the fund convenor For independent advice on your projects requiring equity release, venture capital, secured loans, or large-scale money management, contact Professor Abdel Dimapunong only by email. Contact me only if you are seeking large sums of money, usually involving equity investments huge money lending. Our nanciers are handling high-rise projects as in the Burj of Dubai, as in nuclear power plants, expansive oil reneries, large-scale inves ng, bullet trains and extensive railway transport system. Then, if your project deserves and you are qualied as a proponent under the Philippine BOT system, you are also qualied under the ERA-ARAMEX ERA FUND. Should you possess the qualica ons; you shall have your nancial needs through our nanciers. Let us do Swiss nancing under the FUNDERS TERMS OF REFERENCE.

ARAMEX FUND

ARAMEX FUND IS exclusively represented in the Philippines by Abdel Dimapunong.

THE 10 BILLION EURODOLLAR PRIVATE ASSISTANCE FUND FOR THE NEW GOVERNMENT OF H.E. PRESIDENT BENIGNO AQUINO III

THE FUNDERS GROUP: ERA INVESTMENT HK LIMITED ERA GLOBAL SECURITIES (SPAIN) S.L. BARINGS CAPITAL, LONDON ARAMEX INVESTMENTS

THE OTHER CONTRIBUTORS

there are many more highly net worth individuals who also volunteer to joined the President Noy Aquino III Private Assistance Fund, [now simply Aramex fund]. They contribute to this private fund by contribu ng bank guarantees and nancial securi es. By the process of Swiss banking, the result is more strengthened established credit lines with top rated European banks including the top two major banks: the Credit Suisse and the Union Bank of Switzerland, Geneva, and Bank Of China, Geneva. And Duetche bank, Zurich. Their names however do not have to be printed in bold in respect to their privacy and of the tradional Bank Secrecy Laws in our nancial environment. In Switzerland, the countrys tradi on of bank secrecy dates back to the middle ages. In most countries where we source most of our funding, it is prohibited to divulge informa on about bank depositors and holders of nancial instruments. And we follow the provisions of the Swiss law and other tradi ons of secrecy. in like manner the Philippines also has a law on the secrecy of deposits and though overshadowed by the enactment of the An Money Laundering Law the secrecy remains a cultural business prac ce in banking and nance.

Toward this end, it is a fundamental part of our protocol that we hold conden al all informa on rela ng to our transac ons. During nego a ons to arrive at a binding nal deni ve agreement and while informa on is being exchange between the par es through the intermediary, we consider the following as present binding agreements:

. The Par es agree to be bound as follows:

1. The nego a ng par es adhere to the interna onal principle of non-circumven on, nondisclosure (NCND) and the intermediary agreements shall always incorporate provisions for NCND to ensure that (a) the intermediary and those in the middle liaison who are bringing the side of project proponents and the side of capital funders together are not by-passed and (b) the informa on disclosed during the nego a ons is not revealed to any external or unauthorized party.

2. The Fund is private and commercial. No part of it is a free grant in aid. the services of the intermediary, nancial advisors, agents and consultants are engaged in the same manner as lawyers, doctors and other professionals; and their rela onships with project proponents and capital funders are to be treated with conden ality in the same way as lawyers to their clients and doctors with their pa ents 3. All conden al nancial or business informa on and trade secrets (except publicly available or freely usable material otherwise obtained from another source) respec ng any Party (Conden al Informa on) shall be used solely by the other Party in connec on with the Proposed Transac on, shall be revealed only to the owners, directors, managers, ocers, employees, contractors, and agents of such other Party who are necessary to the conduct of such transac on, and shall be otherwise held in strict condence and treated with due care

4. Upon the earlier of the closing date or the termina on of discussions and nego a ons by any party, all such conden al informa on shall be returned immediately upon demand to the other party. The provisions of this paragraph shall survive the termina on of any issued le er of interest to invest directly from the funder [the funders le er], unless superseded by a more formal agreement in conjunc on with the proposed transac on. The iden ty of investor and its principals, aliates intermediaries and/or agents shall be deemed conden al and shall not be disclosed except as may be required by law.

5. In order to arrive at a nal binding agreement, the investor funder shall be en tled to due diligence and to make a full inves ga on of the business. The par es shall cooperate in good faith, and in a mely fashion, to facilitate this due diligence inves ga on.

6. For the comfort of the project proponent and in order to be assured of the availability of funds, a request in wri ng maybe made verifying the authority of the intermediary and the nancial capability of the funder. If requested in wri ng, the Aramex fund headquarters in Hong Kong will issue said comfort le er, conrming the authority of the intermediary and the investor-funder will provide bank capability le er [the funders; le er sta ng the funders capability to close the transac on, which informa on shall also remain conden al pursuant to the remaining terms of nego a on.

7. except as otherwise mutually agreed by the par es in wri ng, each party shall bear its own legal, accoun ng, and other fees and expenses incurred in connec on with any proposed transac ons and all that relates to the nego a on, the funders le er of interest to invest, the due diligence performed pursuant to it, whether or not an agreement is execute

8. The le er of interest to invest directly from the funder shall be an expression of interest only and the statements of intent or understanding contained therein shall not be deemed to cons tute any oer, acceptance, or legally binding contract, and such statements do not create any rights or obliga ons for or on the part of any party.

9. The funders le er represents the en re understanding of the par es as of the date of its execu on, and supersedes and replaces all prior agreements, wri en or oral. Any dispute concerning the funders le er or the proposed sale shall be se led by and interpreted in accordance with the interna onal arbitra on associa on.

Deni ve Agreement.

All of the terms and condi ons concerning any Proposed Project shall be nally stated in a DEFINITIVE AGREEMENT and other appropriate documents necessary or desirable to carry out such Agreement, which shall be subject to the good faith nego a on and approval of the Par es, and which shall, unless otherwise mutually agreed, contain the terms described in THE FUNDERS LETTER, which terms may be more deni ve and detailed than they appear in the FUNDERS LETTER, as well as such other terms, covenants, representa ons, warran es, and condi ons

ANNEX A EXECUTIVE ORDERE NO.8

MALACAAN PALACE MANILA BY THE PRESIDENT OF THE PHILIPPINES EXECUTIVE ORDER NO. 8 REORGANIZING AND RENAMING THE BUILD-OPERATE AND TRANSFER (BOT) CENTER TO THE PUBLIC-PRIVATE PARTNERSHIP (PPP) CENTER OF THE PHILIPPINES AND TRANSFERRING ITS ATTACHMENT FROM THE DEPARTMENT OF TRADE AND INDUSTRY TO THE NATIONAL ECONOMIC AND DEVELOPMENT AUTHORITY AND FOR OTHER PURPOSES WHEREAS, Sec on 20, Ar cle II of the 1987 Cons tu on provides that the State recognizes the indispensable role of the private sector as the main engine for na onal development; WHEREAS, Sec on 1 of Republic Act. 7718 or the Act Authorizing the Financing, Construc on, Opera on and Maintenance of Infrastructure Projects by the Private Sector, and for Other Purposes, otherwise known as the Build to Operate Transfer (BOT) Law, as amended, recognizes the indispensable role of the private sector as the main engine for na onal growth and development and provides the most appropriate incen ves to mobilize private resources for the purpose of nancing the construc on, opera on and maintenance of infrastructure and development projects normally nanced and undertaken by the Government; WHEREAS, the Medium-Term Development Plan (MTPDP) species that the government will increasingly mobilize the private sector to accelerate the nancing, construc ng, rehabilita on, and opera on of major infrastructure facili es, obtain the required infrastructure through compe ve markets with minimum scal burden and government con ngent liabili es while protec ng the public interest, ensure that users will have adequate, safe, ecient, reliable, and aordable infrastructure services, and provide private proponents who will be generally selected through compe on under fair and transparent terms, a level playing eld with reasonable returns and sharing of risks; WHEREAS, the Government of the Philippines is commi ed to good governance, transparency, compe veness, impar ality, and accountability in all government transac ons which include the implementa on of infrastructure programs and projects; WHEREAS, there is a need to fast-track the implementa on of Public-Private Partnership (PPP) programs and projects, as a cornerstone strategy of the na onal development plan to accelerate the infrastructure development of the country and sustain economic growth

WHEREAS, the revised Implemen ng Rules and Regula ons (IRR) of the BOT Law mandates the BOT Center to coordinate and monitor the projects implemented under the BOT Law, to guide the WHEREAS, Sec on 1 of the Execu ve Order No. 144, Series of 2002, converts the Coordina ng Council for Private Sector Par cipa on (CCPSP) to Build-Operate-Transfer Center (BOT Center), and the CCPSP-Technical Secretariat to the Project Monitoring Oce, and transfers its a achment from the Oce of the President (OP) to the Department of Trade and Industry (DTI); WHEREAS, to eciently and eec vely implement the MTPDP, there is a need to facilitate the coordina on and monitoring of the PPP programs and projects by converging these func ons to NEDA which is mandated as the central planning agency for social and economic development and as oversight agency in the programming, implementa on, monitoring and evalua on of the governments programs and projects; WHEREAS, the Economic Managers, during their 12 July 2010 mee ng, agreed to revitalize the BOT Center by renaming it as PPP Center and a aching it to NEDA with primary func ons of coordina on and monitoring all PPP/BOT/PSP Programs and Projects, and by transferring its resources to NEDA; WHEREAS, under Sec on 1, Chapter 1, Title 1, Book III of Execu ve Order No. 292 or the Administra ve Code of 1987, the President shall have control of all execu ve departments, bureaus and oces; WHEREAS, Sec on 31, Chapter 10, Title III, Book III of the Administra ve Code of 1987 provides con nuing authority to the President to recognize the administra ve structure of the Oce of the President; NOW, THEREFORE, I, BENIGNO S. AQUINO III, President of the Philippines, by virtue of the powers vested in me by law, do hereby order: SECTION 1. THE PP CENTER The Build-Transfer (BOT) Center is hereby renamed as the PublicPrivate-Partnership (PPP) Center and transferred as an a ached agency from the Department of Trade and Industry (DTI) to the Na onal Economic and Development Authority (NEDA) SECTION 2. Powers and Func ons of the PPP center The PPP Center shall cover all the PPPprograms and projects including all the variants or Arrangements under the BOT Law and Joint- Venture agreements, among others, and shall have the following powers and func ons:

a) Conduct project facilita on and assistance to the na onal implemen ng agencies, including government corpora ons, and Local Government Units (LGUs) in addressing impediments or bo lenecks in the implementa on of PPP programs and projects; b) Provide advisory services, technical assistance, trainings and capacity development to Agencies/LGUs in PPP project prepara on and development; c) Recommend plans, policies and implementa on guidelines related to PPP in consulta on with appropriate oversight commi ees, implemen ng agencies, LGUs and the private sectors;

d) Manage and administer a revolving fund to be known as the Project Development and Monitoring Facility for the prepara on of business case, pre-feasibility and feasibility studies and tender documents of PPP programs and projects; e) Monitor and facilitate the implementa on of the priority PPP Programs and Projects of the agencies/LGUs which shall be formulated by respec ve agencies/LGUs in coordina on with the NEDA Secretariat; f) Establish and manage a central database system of PPP Programs and Projects;

g) Recommend improvements to melines in processing PPP programs and project proposals, and monitor compliance of all agencies/LGUs; h) Prepare reports on the implementa on of the PPP programs and projects of the government for submission to the President at the end of each year; and,

i) perform such other func ons which may be cri cal in expedi ng and implemen ng eec vely the ppp programs and projects of the government

SECTION 3. Promo on and Marke ng Func ons The func ons of the BOT Center with respect to promo on and marke ng the BOT/PPP Projects shall be undertaken by the Department of Trade and Industry. SECTION 4. Head of the PPP Center The PPP Center shall be headed by an Execu ve Director with the rank equivalent to Assistant Director General or Assistant Secretary, who shall be appointed by the President of the Philippines upon the recommenda on of the Secretary of Socioeconomic Planning. SECTION 5. Organiza on and Stang Pa ern The Secretary of Socioeconomic Planning shallrevise, prescribe and approve the Organiza on and Stang Pa ern of the PPP Center a er review by, and/or consulta on with, the Department of Budget and Management. SECTION 6. Project Development and Monitoring Facility To create greater certainty for undertaking a business case, pre-feasibility and feasibility studies in a mely manner, an amount of Three Hundred Million Pesos (Php300,000,000.00) is hereby cons tuted as a working fund for the conduct of said studies and ac vi es for selected PPP programs and projects. SECTION 7. Processing of PPP Program/Project Proposals The processing of all qualied solicited PPP proposals shall be completed within a period of six (6) months subject to exis ng laws, guidelines, rules and regula ons. SECTION 8. Appropria ons and Source of Funding The DBM shall release the funds needed for the nancial and opera onal requirements of the PPP Center including the amount indicated in Sec on 6 of this Execu ve Order subject to the submission of a special budget for the purpose. Further, all the funds appropriated to the BOT Center in performing du es similar to the PPP Center and the appropriated fund under the BOT Centers Project Development Facility (PDF)

shall be transferred to Project Development and Monitoring Facility of the PPP Center, subject to government accoun ng and audi ng procedures. PPP Center may receive contribu ons, grants, and/or other funds from, among others, government agencies and corpora ons, LGUs, local and foreign donors, development partners, and private sector/ins tu ons subject to exis ng laws, rules and regula ons. SECTION 9. Transitory Provision In accomplishing the acts of reorganiza on herein prescribed, the following transitory provisions shall be complied with: a) The Execu ve Director of the BOT Center shall temporarily be the Execu ve Director of the PPP Center un l a new Execu ve Director is appointed by the President upon the recommenda on of the secretary of Socioeconomic Planning. b) Exis ng personnel of the BOT Center shall be transferred to the PPP Center and shall remain in their current posi ons un l such me the revised and/or new organiza onal and stang pa ern are implemented as provided under Sec on 5 of this Execu ve Order. c) The project Development Facility of the BOT Center shall now be known as the Project Development and Monitoring facility of the PPP Center of the Philippines. d) All funds, appropria ons, records and PPP-related documents (i.e., project contracts, closeout project reports, and report forms), equipment, facili es, and rights belonging to the BOT Center which are related to the func on and du es indicated under Sec on 2 are hereby transferred to PPP Center through the NEDA within a period of thirty (30) calendar days a er the eec vity of this Execu ve Order. Future appropria ons for the PPP Center shall be included in the annual budget of the NEDA. SECTION 10. Repealing Clause All execu ve and administra ve issuances, memorandum orders, or parts thereof, which are inconsistent with the provisions of this Execu ve Order, are hereby repealed or modied accordingly. SECTION 11. Separability Clause If any provision of this Execu ve Order is declared invalid or uncons tu onal, the other provisions not aected thereby shall remain valid and subsis ng. SECTION 12. Eec vity This Execu ve Order shall take eect immediately upon publica on. DONE in the city of Manila, this 9 day of September, in the year of Our Lord, Two Thousand and Ten. (Sgd.) BENIGNO S. AQUINO III By the President: (Sgd.) PAQUITO N. OCHOA, JR. Execu ve Secretary