Terms and Conditions Governing the Use and Operation of the Securities Account

These terms and conditions (the “Client Agreement” or “Agreement”), executed by the undersigned (“Client”) in favor of BPI Capital Corporation, an investment house duly organized and existing under and by virtue of the laws of the Philippines, duly licensed by the Securities and Exchange Commission (“SEC”) as a Broker/Selling Agent in securities with principal place of business at 23^rd Floor, Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue, Makati City, (“Broker/Selling Agent” or “BPI Capital”), sets out the terms and conditions that govern the operation of the Client’s securities account with BPI Capital (the “Securities Account”) and the agreement between the Client and BPI Capital, in its capacity as Broker and/or Selling Agent of fixed income securities. The Client agrees that this Agreement, Product Disclosure Statement, Securities Account Opening Form, Client Suitability Assessment form, their schedules and annexes, documentation relating to the Securities Account,including but not limited to appropriate resolutions and signature cards (“Account Documents”), shall be read and construed as one integral document and agrees to be bound thereby.

For purposes of these terms and conditions, "Affiliate" means a corporation, partnership or other form of association which is controlled by, or is under common control with, or controls BPI. The term “control” (including with correlative meanings, the term “controlling”, “controlled by”, and “common control”) shall mean (i) ownership of at least twenty percent (20%) of the total issued and outstanding capital stock in such corporation or association, or (ii) the right to elect at least twenty percent (20%) of the number of directors in the corporation or association, or (iii) the right to cause the direction of the management and policies of such corporation, partnership or other form of association, whether through the ownership of shares, directorship, management, community of interest or contract.

By opening a Securities Account, the Client agrees to be bound by these terms and conditions.

BPI Capital Corporation is regulated by the following: