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1     (Template VI)
    Tripartite Agreement of Discretionary Investment (For Clients Engaging the Custodian Institution)

    Party A: __________________
    Party B: __________________(Investment Trust/Investment Consulting Corp.)
    Party C: __________________
    (Individually the “Party” and collectively the “Parties”)

    Pursuant to the Securities Investment Trust and Consulting Act (the “SITC Act”) and other relevant laws and regulations, Party A hereby engages Party B to conduct investment in securities and securities-related products transactions with full discretion, places discretionary investment assets under the custody of Party C and engages Party C to handle matters related to account opening, custody of funds and certificates, payment of margins and premiums, trading settlement, and account management, etc. The Parties to this agreement agree as follows:

Article 1
    The discretionary investment services contract entered into by and between Party A and Party B on [●] (the “Discretionary Investment Services Contract” ) and the mandate contract entered into by and between Party A and Party C on [●](the “Mandate Contract”) have been fully disclosed and reviewed by each Party. It is confirmed that the provisions under the said contracts, governing rights and obligations of the Parties, are not in conflict with or obstruct against each other.

Article 2
    The Parties undertake to cooperate in the matters that require the cooperation or conduct by each party under the Discretionary Investment Services Contract, the Mandate Contract and the appendices thereof, provided that the said contracts are valid and effective.

Article 3
    The amendments to this agreement shall be made in accordance with the relevant provisions of the Discretionary Investment Services Contract and the Mandated Contract.
    Amendments to the matters that require the cooperation of the third Party under the Discretionary Investment Services Contract and the Mandate Contract, except for the amendments made due to changes of laws or regulations, shall be negotiated jointly by the Parties prior to the amendments are made. The Parties shall issue a written statement to confirm the proposed amendment and to undertake the matters prescribed in the preceding two articles, and then proceed with the amendments and deliver the amended contract to the third Party of this agreement.
    If the amendments to the contracts are not made in accordance with provisions stipulated in the preceding paragraph, which obstructs the cooperation or conduct of the third Party, compensation for damage arising therefrom shall be borne by the Parties who have made such amendments.

Article 4
    In the event the Discretionary Investment Services Contract and the Mandate Contract are revoked, rescinded, terminated, or the parties thereof are unable to perform the contracts due to financial, business difficulties or restrictions of laws and regulations, the party exercising the right of revocation or rescission, or the party unable to perform the contracts shall, in addition to notifying the counterparty of said contracts in accordance with the provisions thereof, notify the third Party of this agreement, the securities brokerage firm or other trading counterparties immediately. Advance notification shall be made if the above revocation, rescission, termination or incapability to perform the contracts could be known in advance.
    When the Discretionary Investment Services Contract is terminated on the agreement of parties thereof, Party B bears the obligation of notification; when the Mandate Contract is terminated on the agreement of parties thereof, Party C bears the obligation of notification.
    In the event the obligor of notification fails to make the notification prescribed in the preceding two paragraphs, which results in the damage to other Parties of this agreement, such obligor shall be liable for compensation for damage caused.

Article 5
    Party B may give an independent and valid instruction to Party C via one of the following methods to instruct Party C to handle the settlement, collection and payment of margins and premiums, and clearance and settlement accordingly:
  1. Written instruction, which shall be signed and sealed by the authorized person of Party B.
  2. Facsimile instruction, which shall be made in a way consistent with the prior written agreement by and between Party B and Party C that such instruction shall be easily identified as sent by Party B and is signed and sealed by an authorized person of Party B.
  3. Electronic transmission: the passwords exchanged between Party B and Party C are verified.
    If the method prescribed in subparagraph 2 or 3 of the preceding paragraph is adopted without prior written agreement or exchange of passwords, an original written instruction shall be issued within three (3) days after the instruction is made.

Article 6
    With respect to Ultra Vires Transaction, the Parties agree to handle it in accordance with the Discretionary Investment Services Contract, the Mandate Contract and relevant laws and regulations.
    If any Party has a dispute over the Ultra Vires Transaction after Party C issues a Ultra Vires Transaction notice, the Parties shall still handle it in accordance with the Ultra Vires Transaction notice. If it is confirmed or determined by a final arbitration award or judgment that the Ultra Vires Transaction is resulted from a mistake of Party A, Party B or Party C, or other events that could be obviously attributable to Party A, Party B or Party C, Party A, Party B or Party C shall return the profits obtained therefrom plus interest to the Party who suffers damage, and shall be responsible for compensation for damage, if any.

Article 7
    The Parties shall keep the information related to the third Party learned from the business confidential and shall not release it to any person, provided that the inquiries made by the clients and other competent authorities in accordance with laws and regulations and contracts are not subject to such restriction.

Article 8
    Any expression of intent or notice sent to the third Party by one Party pursuant to this agreement shall be made in writing and be delivered to the address set forth in this agreement.

    Party A :_________________________
    Address:_________________________

    Party B :_________________________ Investment Consulting (or Trust) Corp.
    Representative:____________________
    Address:_________________________

    Party C :_________________________
    Representative:____________________
    Address:_________________________

    [Date:]
    (Template VI)
    Tripartite Agreement of Discretionary Investment (For Clients Engaging the Custodian Institution)

    Party A: __________________
    Party B: __________________(Investment Trust/Investment Consulting Corp.)
    Party C: __________________
    (Individually the “Party” and collectively the “Parties”)

    Pursuant to the Securities Investment Trust and Consulting Act (the “SITC Act”) and other relevant laws and regulations, Party A hereby engages Party B to conduct investment in securities and securities-related products transactions with full discretion, places discretionary investment assets under the custody of Party C and engages Party C to handle matters related to account opening, custody of funds and certificates, payment of margins and premiums, trading settlement, and account management, etc. The Parties to this agreement agree as follows:

Article 1
    The discretionary investment services contract entered into by and between Party A and Party B on [●] (the “Discretionary Investment Services Contract” ) and the mandate contract entered into by and between Party A and Party C on [●](the “Mandate Contract”) have been fully disclosed and reviewed by each Party. It is confirmed that the provisions under the said contracts, governing rights and obligations of the Parties, are not in conflict with or obstruct against each other.

Article 2
    The Parties undertake to cooperate in the matters that require the cooperation or conduct by each party under the Discretionary Investment Services Contract, the Mandate Contract and the appendices thereof, provided that the said contracts are valid and effective.

Article 3
    The amendments to this agreement shall be made in accordance with the relevant provisions of the Discretionary Investment Services Contract and the Mandated Contract.
    Amendments to the matters that require the cooperation of the third Party under the Discretionary Investment Services Contract and the Mandate Contract, except for the amendments made due to changes of laws or regulations, shall be negotiated jointly by the Parties prior to the amendments are made. The Parties shall issue a written statement to confirm the proposed amendment and to undertake the matters prescribed in the preceding two articles, and then proceed with the amendments and deliver the amended contract to the third Party of this agreement.
    If the amendments to the contracts are not made in accordance with provisions stipulated in the preceding paragraph, which obstructs the cooperation or conduct of the third Party, compensation for damage arising therefrom shall be borne by the Parties who have made such amendments.

Article 4
    In the event the Discretionary Investment Services Contract and the Mandate Contract are revoked, rescinded, terminated, or the parties thereof are unable to perform the contracts due to financial, business difficulties or restrictions of laws and regulations, the party exercising the right of revocation or rescission, or the party unable to perform the contracts shall, in addition to notifying the counterparty of said contracts in accordance with the provisions thereof, notify the third Party of this agreement, the securities brokerage firm or other trading counterparties immediately. Advance notification shall be made if the above revocation, rescission, termination or incapability to perform the contracts could be known in advance.
    When the Discretionary Investment Services Contract is terminated on the agreement of parties thereof, Party B bears the obligation of notification; when the Mandate Contract is terminated on th