I. Independence Day

Luneta, November 15, 1935
November 15, 1939

President Quezon approached the Independence grandstand in Luneta, Manila accompanied by a Nazi officer. Everyone was surprised that Quezon invited him for the independence celebrations after their meeting. Present were diplomats from many nations including USA, Japan, UK, France and Spain. There was a tense and uncomfortable feeling after the Nazi officer walked with and sat beside Quezon.

Alex Frieder, a Jewish cigar factory businessman, was present at the grandstand, did not blink when the Nazi walked past him or sat beside Quezon. He knew about the meeting that Quezon presented the plan to resettle Jews to the Philippines [2] and the concessions he had to make. He was also aware of more than 100,000 Jewish migrants [3] welcomed by Quezon since independence in 1935.

As the celebrations continued, a group of soldiers with M1917 Enfield marched toward the grandstand. This must be the National Guard [4] contingent. The now 600,000 strong National Guard is a continuing legacy of Militia Act of 1917. The Philippine Assembly continued financing and expanding the National Guard even after the end of World War 1 in preparation for independence.

The Philippine army parades with a dozen of their horse drawn M1917 75mm artillery. The 75mm and M1917 Enfield were all locally built at the Government Arsenal [5]. The Government Arsenal was authorized by the Philippine Assembly and approved by the US Insular government in 1927. The Government arsenal is a product of the past experience of the Philippines especially in the Philippine American war. Soldiers of the past Philippine Revolutionary Army were short on ammo, guns and had to resort to makeshift factories/gunsmiths while retreating from the American army.

The day progressed and a squadron of North American T-6 Texan flew pass the grandstand. It was followed by a squadron of Curtiss SBC Helldiver, Douglas TBD Devastator and a squadron of Curtiss P-36 Hawk. All of them were flying Philippine Air force [6] colors.

The Philippine Air Force founded in July 1, 1937 was based on the Royal Air Force. Philippines wanted a separate branch to deal with aerial warfare. This all started in World War 1. The Philippine Assembly hired Curtiss School of Aviation in Camp Claudio, Parañaque to train local pilots. This was the beginning of what will eventually be the Philippine Air Force.


Quezon Speaking at Luneta November 15, 1939[7]

Quezon was speaking about the economic development of the Philippines the past 20 years. Agriculture exports sugar and coconut remained at all-time high. Industrial output in steel, fabrics/textiles and manufactured food increased. There was an expanding export demand for locally built merchant ships.[E1]

Quezon mentions that the United States continued to build the railroad plans of Spain in 1876, improved and expanded them in Luzon. The US also created multiple railroad systems in Visayas. [E2] He mentions the technical and financial assistance of the United States in hydropower, dam building, building airstrips, expanding the port capacity around the Philippines.

He announced the expanded Homesteading act to accommodate the farmers dismissed by landlords. This will be managed by National Land Settlement Administration. The old Homesteading act failed in its purpose by purchasing friar lands and selling it to small farmers at a low price. Instead wealthy individuals bought the land at a low price. The 1933 Tenancy Act also failed that the landlords waited for a year before dismissing the tenant. He is now committed in buying the large haciendas/farm estates and/or migrate and distribute public land for the small farmers.

Finally, he thanked the United States for granting Philippines independence and for helping the Philippines in nation building. He emphasizes that it is the first time in modern history that a colonizer was willing to give up sovereignty over her colony thru peaceful means.

By the end of the celebrations, Quezon waves to the massive crowd in Luneta and proceeds to his 1937 Chrysler Airflow.

[1] Luneta, Manila July 4, 1946 Source: https://www.officialgazette.gov.ph/images/uploads/Philippine-flag-is-raised-while-the-U.S.-flag-is-lowered.jpg
[2] modified OTL Madagascar Plan
[3] 10,000 visas issued by Quezon, 1,200 migrants
[4] Act No. 2715, Philippine National Guard was disbanded in 1921
[5] Philippine government Arsenal 1957
[6] Philippine Air Force July 1, 1947
[7] Quezon Inaugural November 15, 1935 Source: https://live.staticflickr.com/8321/8073468717_5edbcf4edd_b.jpg

Edited, November 4, 2019
[E1] Separated production increases. Streamlined exports to Shipbuilding/Merchant marine exports to focus on what Philippines was exporting heavily.

OTL railroad plans by both USA and Spain in Luzon. OTL Plans by USA in Visayas.
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II. Indignation Rally
November 19, 1939

Taft Avenue, Manila

There was another Indignation Rally that took place outside the Masonic temple on Taft Avenue [1]. Around 3,500 people participated. During the said rally, the City council of Manila approved a resolution condemning Nazi persecution of the Jews, welcoming the Jewish migrants.

One of the protesters talked about how his father served in the German Army in World War 1 and earned an Iron Cross. He talked about the travel they had to endure from Berlin to Munich and then Genoa. Then, took a ship from Naples passing Port Said, Aden, Bombay, Colombo, Singapore and finally Manila.

All throughout the rally Hitler and the Nazi regime were criticized.

The rallyist were unaware that they were being watched by members of the German embassy. The Jewish migrants and refugees were being closely monitored along with the Masons in the Philippines, the local Catholic Church. They had feared that non-Jewish Germans who are members of the Nazi party will be attacked as soon as Quezon allows it. That fear was based upon the German embassy estimates that there were half a million Jews by the end of the year living around the Philippines vs a hundred German citizens and a dozen Nazis.

Later that day, some of rallyists went for an evening at Boulevard Garden. They passed a small statured East Asian man who bowed to them and went back sweeping. Boulevard garden was a restaurant, beer garden, with small concrete dance floor surrounded by a string of colored paper lanterns. It is being run by Heinrich Brauer who arrived with his wife and son in Manila on April 1939 as refugees.[2]

They started drinking and talked about the places they passed to get to Manila. Some went via Panama Canal, San Diego/San Francisco. Others went thru the Italy then Suez Canal, Colombo, Singapore. Some even had to go to the Trans-Siberian railway and ship going down to Manila coming from Shanghai.

One even told an odd story of ship going to Manila. There was an Indian family and its matriarch was dressed in light green sari with a white swastika pattern. She did later on change her clothes, and expressed that it was an unintentional.[3]

Heinrich passed their table and asked how their jobs were. Some of these men wanted to make Manila a jump point to the US, since USA has a yearly quota. Others were happy settling down as they were given land in Mindanao, jobs in Manila, excellent healthcare programs, hospitable people like they never left home. One thing they noted was the heat. As people who are used to temperate and continental climates of Europe, Philippines was tropical humid.

Philippines really had a demand for imported labor. Besides the laborers in the American owned shipyards/ factories, there was a demand for doctors, engineers, professor/scientists, etc. There was even an opening for a job like sausage maker in Manila. There were even demands for farmers in places like Mindanao.

The Jewish refugees and migrants weren’t the only ones to tap this demand for workers. Across the table were Russian migrants. Both White Russians, White émigré, Czarist supporters who had left Russia after the Bolsheviks had taken over. They were also joined by Russians who had escaped Stalin’s most recent persecution.

There were also Chinese migrants/refugees who escaped the ongoing Second Sino-Japanese war.

One of the Chinese commented he was planning to stay in the Philippines for 10 years to be granted citizenship. The Russian commented he was going to marry a local woman and be a Citizen faster than you. And all the Russians laughed.

The Russian was right however. Normally, being granted Philippine citizenship took 10 years. While marrying a Filipina would only take 5 years. There were special cases where Citizenship was granted faster but the requires either a Congress approval or serving at the Philippine military.

Everyone was unaware that while this was happening a Caucasian man was writing down notes. He was listening to both the Russian and Chinese table. But he was more focused on trying to hear word for word what was being said on the Jewish table.

[1] Indignation rally happened in OTL November 18, 1939 of around 350 people. Escape to Manila by Frank Ephraim

[2] Chapter 7 Escape to Manila by Frank Ephraim

[3] Prologue page 5 Escape to Manila by Frank Ephraim
III. Asia Dreadnought Race Scam


November 24, 1939
Roosevelt Docks, Manila Bay[1]

Teofilo Sison, Secretary of National Defense, arrives near Dry Dock 1 at Roosevelt Docks. He, accompanied by his staff and reporters, were welcomed by local shipyard staff and American managers. They pass by a picture of William Howard Taft and Theodore Roosevelt. A female staff starts talking about the history of docks as they approach their destination:

In 1902, the Philippine Organic Act allowed unlimited access to US citizens. There was much debate if US Congress was going to limit ownership among US citizens and US corporations or limit natural resources and land ownership to local citizens,Filipinos.[2]

By 1907, after winning the Russian Japanese war in 1904-1905, there was a Japan war scare after US Japanese segregation and when anti-Japanese riots US Pacific coast erupted. This scared the US Insular government in the Philippines. The economic policy before 1907 was one of cash crops. The main exports were sugar, copra/coconut, tobacco, abaca. However, due to Japanese war scare, the threat of the Anglo-Japanese alliance, the Insular government in the Philippines wanted to create self-sustaining industries just in case Philippines was blockaded. This includes products and good imported from Japan, Britain and her colonies, a form of import substitution policy. Those that cannot be provided for by the continental United States will be produced locally.

President Theodore Roosevelt was also looking for the suitable Pacific Naval base. However, US Congress chose Pearl harbor as the main Pacific base over the Philippines. There were offers by both local, US businessmen and taxes from Insular government to finance the US naval base in the Philippines. These businessmen were very interested in contracting the needs of the US navy. Cavite, Sangley Point, Manila Bay was chosen as the site for new or should I say improved naval base.

A reporter then asked the female Shipyard staff of Federalista Party corruption in the shipyards during 1909 elections. An American manager said there was no proof of corruption but all hearsay to destroy the reputation of the shipyard owners and Federalista Party.

The Federalista Party, founded in 1900, wanted to push US statehood for the Philippines. By 1913, after they lost majority control of the Philippine Legislature to the Nacionalista Party, they changed their advocacy to free market and individual achievements. The party always vote in favor of interest US and local businessmen, corporations. There were rumors during 1907 and 1909 Philippine legislative elections that they were offering jobs for vote or cash for vote among the populace. They are one of the two leading parties in the Philippines and the most powerful opponent of President Quezon’s Nacionalista Party.

As the reporters, Secretary Sison and his staff walks further, the shipyard staff explains that the USS Cebu, now BRP Cebu, was built in Dry Dock 1. USS Cebu is a Manila Class cruiser built 1918, while her sister ship, USS Manila was built at Union Iron Works, San Francisco, California.

The Jones Law in 1916 passed allowing for Independence in the Philippines once conditions were met. The only condition was “stable government established.” This required for the Philippine legislature to finance for its own defense. In 1917, USA entered WW1. This prompted the Philippine legislature to support the United States, funding several ships and army for the war. The combat ships planned include 12 Destroyers, 2 Manila Class Cruisers and 2 Battlecruisers.

The Battlecruiser design came from US Navy General Board, 29 knots, 8 14-inch guns, 8000 miles range, protective system of Nevada Class Battleship.

While the US Congress allowed the purchase of the Manila class cruiser, the Philippine Battlecruiser was cancelled due to delays of Philippine independence and participation of US with the Washington Naval Treaty.

American officers and seamen who manned USS Manila and USS Cebu before independence were very fond of the Manila Class cruiser. They always praised the excellent seakeeping capabilities and insulation was better than the Omaha Class cruiser. It had fewer main guns 4 twin turret/8 6-inch gun/53 Caliber, 8 single 3-inch/50 caliber, 4 x triple 21-inch torpedo tubes, slower (32 knots) but better armor protection ( 5 inch belt/conning tower, 2 inch deck, 6 inch turrets/barbettes) than the Omaha Class.

The large ship hull starts to appear with information sheet near the visitors as Battleship 2. The female shipyard staff explains there are 2 Cavite class battleships being built. The first one built in the United States which is now currently on sea trials.

The Cavite class battleship was something the Nacionalista Party did not want to allocate money to. The Nacionalista party preferred to allocate more on coastal defense. They wanted to improve the coastal defense in Lamon Bay, Albay Gulf, San Miguel Gulf, Ilocos ports and Aparri as robust and sophisticated as coastal defense in Manila Bay, Subic Bay and Lingayen Gulf.

However, with a Federalista controlled Congress (both House of Representatives and Senate), Thailand launching its own battleship Thonburi class, there was a lot of pressure for the government to acquire Philippines' own battleships.

The 1936 information that was “leaked” to the Philippine government that Thailand, which was seen by the Philippines as less developed country, announced to acquire battleships. The rumor back in 1936 was that the Thonburi class had 16-inch naval guns and can go as fast as 32 knots. This was confirmed when the Nacionalista government had a dialogue with the US diplomats and gave a high possibility that Thailand was indeed procuring a battleship. That British shipyard and technology was capable of producing 16-inch guns for Thailand.

The Kingdom of Thailand since the turn of the Century gradually improved their economy. Although her economy isn’t as industrialized as Germany, Britain or the United States, there is some form of industry like tobacco, textile, and export crops like rice, resources like tin and rubber.[3] In a way, Thailand is considered a silent competitor for the Philippines. Both competed for the same market share against Japan. Thailand economy was roughly half of the Philippines, a fourth of Japans.[4] That is why the Nacionalista’s were baffled on how the Thais were able to fund such extravagance. Of course, the Thais weren’t spending in social welfare as much as the Nacionalistas. Nacionalista social welfare overspending and military underspending was always a key debate at Philippine Congress between the Nacionalistas and Federalista party.

As a compromise with the Federalistas, 2 out of 4 requested battleships will be built, 1 purchased and built in the United States, the other built at the local Naval yard.

The female shipyard staff continued at Dry dock 1 when Philippine Military police passed by, walking towards Dry Dock 2. Dry Dock 2 was totally enclosed as if something hidden was being kept from public eyes. The two Military police met two Philippine Constabulary members who just arrived to investigate of a possible lead of a murder. They were near an opening of the enclosed dry docks. There were clicks heard and flashes seen. When military police and constabulary approached the possible area where they heard clicks and saw flashes, two men, one carrying a portable camera the other carrying a firearm. The first shot hit one military police at the chest, the one with a portable camera tried running. Both Constabulary members chased the man with firearm, eventually caught him and killed. The man with the camera was tackled by the military police, tried talking in Tagalog, but was hit in the face. Then the camera man spoke a foreign language that sounded like Nihongo before being knocked out.

[1] Cavite Naval Shipyard
[2] 1902 Philippine Organic Act limits US corporations land ownership in the Philippines (1024 hectares/2500 acres)
[3] Wanked Industries defined by pre WW2 economies of Thailand; Industrialization of Bangkok before the Second World War by Porphant Ouyyanont
[4] Both Philippines and Thailand are 2x larger than OTL, Japan ATL economy is just 2/3s of OTL
[5] Picture taken from : https://fortune.com/2016/03/09/donald-trump-teddy-roosevelt/
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IV. Philippine Rail 1939
Edited first post to reflect ATL Railroad changes; a bit edit on Quezon Speech as well; added picture sources from previous posts

OTL Railway (in Black)
Manila to Dagupan financed by Spain built by Britain
Manila to Legazpi built by USA

OTL Spanish Plans in Red (1876 plans Lopez Navarro)
Manila to Dagupan by way of Tarlac, Another branch line to Cabanatuan
From Dagupan to Laoag by way of the coast
From San Fernando to Iba by way of Subic
From Bigaa to Tuguegarao by way of Baliaug and Cabanatuan
Manila to Taal
Calamba to Sta Cruz

OTL USA Plans in blue (approved by US Congress railroad assistance 1905 but did not push thru OTL)
Tuguegarao to Aparri
San Fabian to Baguio
Manila to Antipolo
Manila to Naic


Panay Island
Iloilo to Capiz and Batan

Negros Island
Escalante to Himailan

Cebu Island
Cebu to Danao
Cebu to Argao
Carcar to Dumnaju and Barili

Source of Railroad plans : McIntyre, Frank. “Railroads in the Philippine Islands.” The Annals of the American Academy of Political and Social Science, vol. 30, 1907, pp. 52–61. JSTOR, www.jstor.org/stable/1010633

Maps from https://en.wikivoyage.org/wiki/Luzon and https://reliefweb.int/map/philippines/philippines-visayas-access-constraints-map-12-november-2013
V. Naval Treaties
I have edited Rizal class to Manila class, Luzon Class to Cavite Class to pattern cruiser and battleship naming of the USA
In the wake of World War 1, the remaining great naval powers discussed naval reduction to prevent the possibility of another war. The Five power treaty was in effect in 1923. Giving the US, Britain, Japan, France and Italy capital ship tonnage limit of 5:5:3:1.75:1.75 ratio. Capital ships maximum displacement were limited to 35,000 tons with no guns larger than 16-inch caliber.

The maximum agreed tonnage for Cruisers was 10,000 tons and a maximum caliber of 8 inches.

All aircraft Carriers were limited to 27,000 tons with no more than 10 heavy guns, maximum of 8-inch caliber. Each signatory was allowed to use 2 existing capital ship hulls for aircraft carriers, maximum 33,000 tons each. Britain and US were limited to 135,000 tons, Italy and France 60,000, Japan 81,000. There specified carriers in service or being built exempted from this tonnage clause.

Philippines was mentioned by Japan as she emphasized her tonnage should be included with the USA due to delayed independence. Japan wanted the US to scrap the 2 planned battlecruisers of the Philippines. The US negotiated in return to allow to bases/fortification improvements in the Philippines.

The Philippines reallocated the Battlecruiser funds to support ships, coastal submarines, torpedo boats, coastal fortifications.

The 1930 London Naval Treaty limited further the Great powers submarine warfare, cruiser, destroyer tonnage.

For Heavy Cruisers, US (180,000 tons), Britain (146,800 tons), Japan, (108,400 tons)

Light Cruisers US (143,500), Britain (192,200), Japan (100,450)

Destroyers US (150,000), Britain (150,000), Japan (105,500)

Submarine US (52,700), Britain (52,700), Japan (52,700)

Destroyers were limited to 1,850 tons with guns not greater than 5.1 inch. Cruisers were subdivided to light and heavy with Heavy having more than 6.1-inch naval guns while Light having less than 6.1-inch naval guns

Philippines under President Osmena was very eager to participate and sign at the 1930 London Naval treaty much like the other British Dominions after being granted as a US Commonwealth in 1929. However, US did not allow any direct participation of the Commonwealth of the Philippines.

By the start of the Second London Naval conference in December 1935, Philippines was an independent nation. Japan wanted the Philippines invited due to Philippine battleship program and Philippines being not limited by any naval treaty. Japan negotiated that both US and the Philippines should stop building the warship. The warship measured by the Japanese informants in Dry Dock 1 was at 975 feet length,121 feet beam estimated at 80,000 tons, 12 18-inch guns but a Manila newspaper stated the Cavite Battleship at 720 feet in length, 108 feet Beam and 36 feet draft, estimated at 35,000 tons with 9 14-inch naval guns. Both US and Philippines were willing to negotiate with Japan since US was building one of the battleships and providing technical assistance. Eventually, Japan left the conference due to many disagreements with participating nations.

Philippines also wanted Thailand invited in the Conference to enlighten everyone of their Battleship program. Both Britain and Thailand assured Philippine diplomats the Thonburi class was a coastal defense ship capable of only 20 knots using 2 twin 12 inch turrets.

However, no one, not even in 1939 was the Cavite Battleship seen publicly, with the exception of the hull in Dry Dock 1 in Manila Bay or public photos by President Quezon inspecting the Battleships. Only shipyard owners, shipyard employees, President Roosevelt and President Quezon, their respective staffs, some members of both Congress (in secrecy/Confidence) have seen the ships or their actual specifications.

In 1937, Japan started her 4 Battleship program the Yamato. The Imperial Japanese Navy justified the upcoming Philippine battleships for funding. The Imperial Japanese Navy intelligence believes the Philippines have either contracted or building 3 of these battleships instead of the announced 2 Battleships, 1 at Dry Dock 1 Roosevelt Shipyards, another hidden at Dry Dock 2 and the last one built in the USA.
Interesting timeline. Please continue.
Stunningly interesting alternate history timeline. @Namayan, please continue as I can't wait for the next part!
I was planning to let the timeline die out due to my self reflection on my writing style.

But will continue by request.

Would be there massive migration of Spaniards, Portuguese, or Italians to the Philippines aside from Jews and Russians in this TL after WWII?
Massive migrations, No.

Countries like US got quotas on Jews. Majority of Jews have no choice but the Philippines. While the Spaniards will have more options open to them.

I can say better Spanish migration than OTL. Philippines by 1939 TTL is wealthier than Spain TTL or Spain OTL, giving an ordinary Spaniard more opportunities, but climate/weather is not attractive. Philippine Spanish speakers are not as abundant as in American nations but the Spanish creole speaking communities do exist still in the Philippines.

While the Portuguese and Italians would be case to case basis. e.g. Still thinking if Fermi would move to the Philippines or not. If the Jewish migration, your wife's family, friends, neighbor moved to the Philippines therefore we must move to the Philippines outweighs the option of the US with better opportunities, weather since Fermi or should I say his wife can pass the US quota.
VI. Price of Freedom
King Prajadhipok inherited a prosperous Kingdom from King Vajiravudh. Thailand participation in World War 1 and increased influence, wealth ended the unequal treaties imposed in the mid 19th century. The failed coup in 1932 hastened the King’s push for a more sustainable democratic monarchy.

The increasing prosperity of Thailand resulted also in a well-equipped military. The army had trucks and imported/licensed tanks, the navy Coastal Defense “battleships”, submarines, torpedo boats. Suppliers from Japan, Britain, and USA provided these needs. The diversity of suppliers made sure that there wasn’t any short supply at the cost of interoperability.

King Prajdhipok also wanted to show Bangkok’s progress in the next year’s Far Eastern Games. After Japan cancelled the 1938 games in Osaka, King Prajdhipok was determined to continue the games despite only one confirmation so far, Philippines. Invites were sent to Republic of China, Japan, the colonies of Hong Kong, Malaya, Raj of Sarawak, Sultanate of Brunei, North Borneo, Dutch East Indies, and India.

The independence and prosperity of the Philippines isn’t without cost. There is great inequality among the populace. An ordinary citizen in Manila was just as prosperous as an ordinary citizen in New York city, but an ordinary farmer in Mindanao was as financial poor as an ordinary farmer in China. Despite having roughly, the same per capita of the rich Western European nations, the robust economic growth of less than 40 years, enriching the old rich but also created many new self-made millionaires but increased rural poverty and the urban poor.

The inequality encouraged the growth of Partido Obrero de Filipinas(Labor Party of the Philippines) in 1924, influenced by Marxism. The ties with Marxism was further cemented when founders of the Labor party went to the Soviet Union in 1928 for the Profintern’s Fourth Congress. The party then renamed and rebranded into Partido Komunista ng Pilipinas or Communist Party of the Philippines in 1929 and joined the Commonwealth election garnering a very small minority at the House of the Representatives dominated by the Federalista Party and Nacionalista Party.

Frequent visits by intellectuals of leading activists from colonies like Sumatran Marxist Tan Malaka or Volksraad Minhasan Sam Ratulangi went to the Philippines. Others were invited to meet President Quezon, from Raj Charles Vyner Brooke of Sarawak, Sun Fo of China and Sultan Ahmad Tajuddin of Brunei.

The United States in return for independence also wanted equal rights for US citizens, just like any other Filipino citizen, to exploit the natural resources of the Philippines due to the protective nature of the Philippine Constitution. US citizens have enjoyed this right since 1902 and wish to extend this further in the foreseeable future. This forced the Philippine legislature to amend the Philippine Constitution of 1929. Filipino businessmen, Nacionalistas totally disapproved of the changes supported by the Federalista party. However, ordinary Filipinos approved this amendment through plebiscite at 79% in favor of the amendment. Despite being tagged as anti-Filipino, the amendment encouraged US capital to remain and continue to invest in the Philippines.

The USA also wanted to retain bases in the Philippines free of rent for 99 years, namely Fort Stotsenburg/Clark Airfield Pampanga, Subic Naval Base Zambales, Camp John Hay Baguio. Philippines, in return, negotiated for purchase of the most advanced US military technology. The purchase of the US military hardware helped in the US unemployment. Shipyards and airplane factories, trucks, other military equipment were all lined with orders from the Philippines by 1937.
What's the PoD for this?

Good start, BTW...
The Philippines becomes independent in 1935 instead of 1946.
Earlier Philippine independence is one of the effects of the PoD.

PoD is 1902 Philippine organic act.

I placed this change in Part 3: Asian Dreadnought Scam(https://www.alternatehistory.com/forum/threads/refuge-of-the-world.477112/#post-19780774), kind of like a recall inside of the story from a point of view in 1939, although I haven't expounded on it.

OTL act or at least one of the clauses was crafted to reserve natural resources in the islands for locals. In TTL, that clause was butterflied away to favor what Taft wanted in OTL. This resulted to more American capital/investments for the Philippines starting by 1902.

Sorry if it is a bit confusing.