PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND TO BECOME AN INVESTOR IN DIG FUND.

THE AGREEMENT CONTAINS A CLAUSE WHEREBY THE PARTIES SUBMIT TO THE JURISDICTION OF SAINT CHRISTOPHER AND NEVIS (SAINT KITTS AND NEVIS) FOR THE RESOLUTION OF DISPUTES.

IF YOU DO NOT ACCEPT, YOU WILL NOT BE ABLE TO INVEST IN DIG FUND.

We: JUAN CARLOS ARAYA CASTILLO, legal representative of Digital Investments Growth Enterprises LLC, in his capacity as Trustee of DIG Fund, as managing entity, and, as the other party hereto, the signatory, whose information is detailed in Exhibit 1, hereinafter “The Client”, agree to formalize this Professional Portfolio Management Agreement, under the figure of the Digital Investments Growth Fund (DIG Fund), domiciled in Unit #5, Long Stone House, P.O. Box 1200, Mainstreet, Charlestown, Saint Christopher (Kitts) & Nevis. The exclusive marketer of the DIG Fund is Factum Investments LLC.

1. Scope: This Agreement establishes the business relationship between the Client and the Portfolio Managers, under the DIG Fund structure.



2. Definitions:





1. Portfolio Managers:: The officers defined by Digital Investments Growth Enterprises LLC, under its authority and representation.


2. FIAT Money or Currency: It is a form of fiduciary money which quality of money comes from its declaration by a State as such.


3. Cryptocurrencies: It is a digital medium of exchange that uses strong cryptography to secure transactions, control the creation of additional units and verify the transfer of assets using distributed log technologies. Cryptocurrencies are a type of alternative currency or digital currency.


4. Stable Cryptocurrencies: Cryptocurrencies of this type in circulation are backed by an equivalent amount of traditional fiat currencies, such as the dollar, the euro or the Japanese yen.


5. Bitcoin: Bitcoin is a digital currency or cryptocurrency that can be used to exchange goods and services like any other currency wherever it is accepted. Bitcoin, symbol ฿ and abbreviation BTC or XBT, is a free and decentralized electronic currency that allows direct transaction without any intermediary.


6. Tether: A stable cryptocurrency pegged to the dollar, abbreviated USDT.


7. Dollar: FIAT currency, legal tender in the United States of America.


8. NAV: Net Asset Value or Liquidation Value, is calculated as the total value of the Fund’s assets minus its liabilities at a given point in time.





3. Functional Currency of the Fund: For the purposes of this Agreement, the functional currency shall be Bitcoin, a digital currency, i.e., the investments shall be recorded and represented in this currency, regardless of whether the investments are made in other cryptocurrencies. In the event that this represents a legal obstacle, the functional currency will instead be “U.S. Dollars”, according to the most recent exchange price of Bitcoins, for this currency, on the date of redemption of the funds, as published in www.coinmarketcap.com. In the event that this page ceases to exist or to provide the information, the Fund Managers shall select a new one that substantially complies with the same conditions and shall publish it on the Fund’s website, which fact shall be communicated to the investors by the means specified in this Agreement or in the Client's file, for communications.



4. Investment:: The Client shall provide the “Portfolio Managers” with the initial funds either in FIAT or digital currency, which shall be managed in digital currency (cryptocurrencies). The cryptocurrencies to be received shall be the three most representative, according to market capitalization, from the list published daily by www.coinmarketcap.com at the time of receipt. Likewise, “stable” currencies of the US dollar, such as Tether (USDT), may be received.





1. Client’s initial investment: Initial contribution as indicated in Exhibit 1.


2. Deposits shall be credited to the DIG Fund account, as per Exhibit 3 to this Agreement.


3. The Client’s certain investment shall be made when certain funds are held in the DIG Fund account in accordance with Exhibit 3 to this Agreement.
   This Agreement shall be perfected at the time the Client credits the funds.





5. Presentation of the Statement of Account: This Agreement is referenced, at the deliverable level, in Bitcoin currency, digital currency, according to Section 3 of this Agreement, although the statement of account shall be shown to the Client in US dollars, at the NAV of the day of the monthly closing of Bitcoin against this currency, for a better understanding thereof.



6. Standard of Care: The Managers shall at all times act honestly and in good faith, in the best interests of the Client. Notwithstanding the foregoing, the Client acknowledges and agrees that the Managers do not represent and do not guarantee certain investment performance results. However, they declare and the Client accepts, that the Managers do not guarantee a return or success in the investments, which are subject to a series of risks, of which the Client is informed.



7. Investment Currencies: Client funds shall be managed only in the three (3) main cryptocurrencies, according to the website www.coinmarketcap.com, or in Tether (USDT), a stable currency referenced to the U.S. dollar, at the time of the investment; all in accordance with Sections 3 and 4 of this Agreement.



8. Distribution of Results: DIG-Fund may distribute the net results of the Client on a quarterly basis, if the Client so requests, in the months of April, July, October and January (according to the closing of the month prior to them).



9. Calculation: The net results are taken after deducting the Fund’s own expenses, namely:





1. Fees payable


2. Currency exchange fees (incoming and outgoing)


3. Bank fees


4. External audit


5. Legal expenses


6. Traders´ fees


7. Administrative expenses


8. Sinking Fund Provision




• The Sinking Fund consists of a monthly profit reserve strategy, provided that the Fund closes positively. This provision shall be booked against “expense” (provision) and its objective shall be to mitigate possible months with negative results, resorting to what is accumulated at that moment in the Sinking Fund. The Sinking Fund does not guarantee that there will be no negative results, since there could be months with an adverse result greater than what is kept in provision, given the natural volatility of the underlying assets in which DIG Fund invests.




9. After deduction of the Fund's expenses, the resulting profits or losses shall be distributed in equal parts between the Client and the Fund.



About Client Ownership and Custody of Assets in DIG Fund:



10. The deposits of the Client are received in a bank account. Thereafter, it will be the fiduciary responsibility of DIG Fund, as would be expected of a good pater familias, to manage the Client’s property. For this reason, the principal contributed by each client is owned by the client. DIG Fund allocates the client's property aliquot (proportional to its value) within the Fund, according to the value of the Fund at the time of realization.


11. The aliquot share is verified on a daily and automatic basis with respect to the market value of the assets in which the fund invests, from which the “Net Asset Value” of the DIG Fund is derived. Additionally, the following security measures are in place in favor of the Client:





1. The assets of clients are held in digital wallets or in the various organized cryptocurrency exchanges with digital addresses and which accounts are in the name of the DIG Fund.



2. Keys and codes (Binance or other, at the convenience of the portfolio managers, and for the benefit of the Client) in the safe deposit box: the cryptocurrency wallets used by the DIG Fund have unique keys and codes that are in the custody of Banco BAC San José, Paco Branch, Guachipelín de Escazú, San José, Costa Rica, in a safe deposit box to which only the owners of the DIG Fund's sponsoring company have access.



3. Each wallet contains a set of key pairs (public and private), which are generated automatically, randomly and uniquely for each wallet available in the market. Both keys are different and mathematically linked. The public key is calculated from the private key, but it is not possible to reverse the function and decrypt the private key from the public key. Even so, as indicated above, both pairs are only available in physical form in the safe deposit box in the custody of the bank.



4. In Blockchain technology every transaction is perfectly traceable: once the wallets are under the administration of the DIG Fund, every transaction, outgoing and incoming, is traceable and unalterable, thanks to the inviolability of the “ledger or book of records” of Blockchain technology, according to the website www.blockchain.org. This process facilitates the tracking of data and the performance of transactions at any time, providing the necessary transparency to the Fund’s income and expenditures.



5. All information contained in this section shall be reconciled on a daily basis and the results shall be subject to testing by DIG Fund's external and internal auditors.



6. The Client confirms to the Managers that he/she will give instructions for withdrawals where applicable or instructions permitted in this Agreement, by means of the e-mail address that he/she will expressly indicate as his/her contact or communications address. The Managers shall act validly in execution of such instructions without the need to request additional confirmations.









10. 
    

    Term: The term of this Agreement is twelve (12) months. The provisions of Clause 14 shall apply in the event of early termination.

    
    

    The Client agrees to a period of at least twelve months, during which the invested funds may not be withdrawn, although the quarterly profits obtained may be withdrawn, should the Client wish to do so, due to the cost of the process of active management of the initial invested funds by DIG Fund. This twelve-month period shall be computed independently for each investment order, which shall have an expiration date that shall appear on the respective statement of account.

    
    

    Once this one-year term has expired, the Client may renew this Agreement or withdraw the funds; in case of choosing the second option, a window will be opened to request the withdrawal, which will be no later than the 22nd day of the expiration month. Payment shall be made within the first 15 business days following the close of the expiration month.

    
    

    If the Client does not request the withdrawal before the 22nd (inclusive) day of the expiration month, he/she shall execute a new agreement, for which he/she may access the website www.dig-fund.com, and upon acceptance of the terms, the agreement shall be deemed to be executed. The new agreement shall be effective as of the date on which the previous agreement expired and a new twelve-month period begins to run, in which the invested funds may not be withdrawn.

    
    

    In the event that it is not executed, the settlement will be carried out. The Client shall be settled on the closing date of the month in which the Agreement expired (last day of the month), and the relevant payment shall be made within the first 15 business days of the month following the month of closing of the expiration of the order.

    
    



11. Payment of Credits: Payments from the profitability generated during the immediately preceding quarter shall be made no later than the first ten (10) business days following the close of each quarter, with the months of March, June, September and December being understood as the close of the quarter. All withdrawals and settlements shall be made to the accounts and/or debit cards described in the “Bank Information for the Deposit of Client Benefits” section of this Agreement. The deadline for communicating withdrawals shall be the 22nd day of each month of the end of the quarter.



12. Transaction Costs: At the time of redemption, exchange costs from digital currency to FIAT currency may be applied, which shall be borne by the Client. These costs may vary between two percent (2%) and five percent (5%), depending on the currency involved. In case of transfer to digital accounts of the Client (according to Clause 4 of this Agreement), there shall be no exchange costs, although other minor costs may be applied.



13. Capitalization Option: The Client may elect not to withdraw quarterly benefits, in whole or in part, for the purpose of receiving compounded benefits.



14. Early Termination: Either party may terminate this Agreement by giving notice to the other party at least one month in advance. Redemption costs shall apply to the termination, pursuant to Clause 12 of this Agreement, and an early withdrawal charge equal to ten (10%) percent of the Client's total balance as of the settlement date, which shall be the closing date of the month in which the Agreement terminated (last day of the month), shall apply, and payment shall be made to the Client within the first 15 business days of the month following the closing of the month in which the order expires.



15. Availability of Statements of Account: Statements of account shall be made available to the Client during the first 15 business days of each month at www.dig-fund.com and at the e-mail address specified by the Client.



16. Attention to Inquiries: All questions regarding support and maintenance should be directed to the e-mail: backoffice@dig-fund.com



17. Declaration of Personal Risk Profile: The Client declares under oath to have a personal risk profile commensurate with the risk (tolerance to financial losses, knowledge of financial and digital markets) of this investment, and therefore to the high volatility present in the DIG Fund and the cryptocurrency market, as well as that he/she will not be investing in the DIG Fund a proportion greater than 30% (thirty percent) of his/her personal assets.



18. Governing Law: The law applicable to this Agreement is the law of the Federation of Saint Christopher & Nevis, usually referred to as Saint Kitts and Nevis, an independent sovereign state of the Commonwealth with King Charles III of the United Kingdom as its monarch.



19. No Exclusivity: This Agreement shall not be exclusive, and both parties may enter into similar agreements with third parties.



20. Dispute Resolution: Both parties declare their consent that any disputes arising from this Agreement, as well as its execution, interpretation or settlement, shall be settled by arbitration in accordance with the rules in force in St. Kitts & Nevis, before being submitted to court proceedings.



21. Address for Communications:




1. For DIG Fund, the address authorized for these purposes shall be:




1. Unit #5, Long Stone House, P.O. Box 1200 Mainstreet, Charlestown, Saint Christopher (Kitts) & Nevis.


2. E-mail: backoffice@dig-fund.com




2. For the Client, the address authorized for these purposes shall be:




1. Address of the Client::


2. E-mail:







22. Custody of Information: The Client authorizes the Fund Managers to keep custody of all the information provided by the Client, and to share it with regulators and auditors specifically for their purposes. Furthermore, if applicable, such information may be accessed by administrative or judicial authorities in accordance with applicable law.



23. Indemnity: The Client agrees to hold harmless the Fund Managers, directors, members, officers and others for any claim, loss, liability or obligation they may incur caused by the actions of the Client or those he/she designates as attorneys-in-fact or for any inaccuracy 7 in the information provided by the Client, both for the opening of the account and the subsequent delivery.



24. Representation and Warranties by the Client:: The Client represents and warrants that::




1. The Client has the legal capacity to enter into this Agreement without the need for the authorization or consent of a third party.


2. There are no attachments, encumbrances or guarantees on the assets transferred as an investment to the Fund.o.


3. There are no legal restrictions for this type of investment to which the Client is subject.


4. The Client knows and accepts that the Fund Managers are obliged to comply with financial and asset laundering prevention regulations and, therefore, must obtain certain information from the Client, to which the Client agrees.


5. Any change in the Client's situation that prevents him/her from continuing to represent and warrant the foregoing, must be communicated in a timely manner to the Fund Managers.





25. Communications by Electronic Means: Correspondence and information between the Client and the Fund may be conducted by electronic means. Due to the inherent risks of the Internet, the Managers do not guarantee the security and integrity of communications sent or received in connection with this Agreement. Any modification to the Fund's structure required by changes in the applicable regulations or legislation, or operational changes, such as bank accounts, addresses or similar, shall be communicated to the clients by the means they have indicated.



26. Tax, Accounting and Legal Management: I accept that the tax, accounting and legal management of my investments, in any legal venue, are entirely under my responsibility, and I hereby exempt the Fund, its manager and marketing entity (including its Economic Interest Group), from any contingencies, of any kind, related to these aspects. I understand and agree that if, due to my nationality, the nature of my business or the source of my funds, I become a taxpayer of the tax system of the United States of America (identified as the “Internal Revenue Service” or “IRS”), or of any other country, I authorize the Fund and its manager, upon written or electronic request of the appropriate tax authorities, to provide the information required by such authorities.



27. Consent of the Parties: The parties declare that they understand each of the clauses set forth herein, including the exhibits, which are an integral part of this Agreement, and that they are the most faithful declaration of their free, express and coincident wills.



28. 
    

    Execution of the Agreement and Sworn Statement:: The contract is deemed accepted as executed by both parties. I declare under oath that my client profile is in accordance with the risk conditions of the Fund, such as high transactional volatility, and that the source of my funds is legal.

    
    

    The decision established herein shall apply for the term of twelve months established in the Agreement; once completed, the Client may modify his/her decision to either withdraw or capitalize. A different target bank account may be defined at any time. Such instruction must come from the Client's registered e-mail account. If the new account is not in the Client's name, the Fund's operational area at its sole discretion may contact the Client to verify the data and proceed with the instructions. A confirmation communication shall be generated.

    
    

    I declare, under oath, that the above information is true, as well as that I know that the fund is private, that the asset class of the fund is high risk (high volatility), with the possible impacts that this entails. I accept that the tax, accounting and legal management of my investments, in any legal place, are entirely under my responsibility, and therefore I release the Fund from the contingencies, whatever they may be, related to these aspects. I also declare that I understand, therefore, that the investment term is at least that indicated in the Agreement, and that my contributions to the Fund do not exceed 30% of my total investments.