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Title: Sample Sales Agent Agreement (Three Parties)
Date: 2006.02.08 ( Amended )

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1     Sample Sales Agent Agreement (Three parties)

    (The sample is provided in accordance with opinions from members of Securities Investment Trust Association, Trust Association, and Taiwan Securities Association. The sample is for reference only. As the type of transaction and need for each case may vary from time to time, it is advisable to adjust the sample according to difference scenarios.)

    Parties:

    This Agreement is between, , a company duly established and existing under the laws of the R.O.C. with a registered office at _______________(hereinafter the "Sales Agent"), ________________, a company duly established and existing under the laws of R.O.C. with a registered office at ________________ (hereinafter the "General Agent"), and ________________, a company duly established and existing under the laws of _________ with a registered office at ________________ (hereinafter the "Offshore Fund Institution").

Article 1 Appointment of Sales Agent
    The General Agent has been appointed by the Offshore Fund Institutions (hereinafter the "Offshore Fund Institution") to act as the general agent of the offshore funds as listed in Annex 1 (which may be amended by the Parties in writing from time to time) (hereinafter, the "Offshore Funds"). The General Agent hereby appoints the Sales Agent to act as the sales agent, to conduct relevant business of offering and sales of the Offshore Funds in the R.O.C for investors [through non-discretionary monetary trust agreement or consigned trading agreement for foreign securities by the Sales Agent]. The Sales Agent agrees to conduct relevant business of offering and sales the Offshore Funds in the R.O.C. for investors in accordance with applicable laws and rules of the R.O.C., prospectus, Investor Brochure[, investment agreement or consigned trading agreement it has signed with the Offshore Fund Institution,] and this Agreement.

Article 2  Obligations and Responsibilities of the Sales Agent
    The Sales Agent agrees to be responsible for the following:
  1. Provide investors with the Investor Brochure, Chinese translation of the prospectus, and other Offshore Funds information provided by the General Agent;
  2. Unless otherwise provided by applicable laws or rules of the R.O.C. or in this Agreement, forward investors' trading instructions for subscription, redemption or transfer of the Offshore Funds to the General Agent;
  3. Assist investors in handling dispute resolution, investors rights protection and notifications with respect to matters which the Sales Agent is not held accountable for;
  4. Report or transmit to the General Agent specific matters with respect to the Offshore Funds according to applicable laws and rules of the R.O.C.;
  5. The Sales Agent shall notify the General Agent before conducting any advertising, road shows and promotion activities for the Offshore Funds, and shall provide the General Agent with the nature and content of such advertising, road shows or promotion activities [ ] days in advance. The Sales Agent agrees to conduct the said activities in compliance with the Securities Investment Trust and Consulting Association Guidelines Governing Advertisement and Promotional Activities for Offshore Funds.
  6. Unless otherwise provided by applicable laws or rules of the R.O.C. or in this Agreement, the Sales Agent may not make any statements on the nature, terms or performance of the Offshore Funds beyond the scope contained in the prospectus, information already disclosed to the public, or statements beyond the scope permitted by the General Agent or Offshore Fund Institution, nor make statements or assumptions that are misleading, false, deceptive or conceal material facts in respect of the Offshore Funds, the General Agent or the Offshore Fund Institution;
  7. The Sales Agent shall forward all the trading instructions received to the General Agent or Offshore Fund Institution before the cut-off time stipulated in this Agreement. Unless otherwise provided in this Agreement, only the trading instructions received by the General Agent or Offshore Fund Institution in accordance with the prospectus or relevant documents prior to the cut-off time for order placement may be calculated on the basis of the net value of the trading day;
  8. The Sales Agent shall be fully aware of and evaluate investors' investment knowledge, investment experience, financial status and risk tolerance; and
  9. Any other matters as required by the applicable laws or rules of the R.O.C.or the competent authorities, or agreed upon by the Parties.
Article 3  Obligations and Responsibilities of the General Agent
    The General Agent agrees to be responsible for the following:
  1. Produce the Investor Brochure, Chinese translations of the prospectus, and other Offshore Funds information, and deliver the same and the most updated prospectus to the Sales Agent by physical delivery or electrical transmission;
  2. Act as the service agent for litigation documents and all other documents served on the Offshore Fund Institution in the territory of the R.O.C. in connection with the offering and sales of the Offshore Funds;
  3. Communicate with the Offshore Fund Institution and provide the Sales Agent with any issuing and transaction information concerning the Offshore Funds;
  4. Unless otherwise provided by applicable laws or rules of the R.O.C. or this Agreement, forward the Sales Agent's instructions for subscription, redemption or transfer of the Offshore Funds to the Offshore Fund Institution;
  5. Assist investors in investment rights protection with respect to matters which the General Agent is not held accountable for;
  6. Report, apply for approval for, announce, or transmit specific matters in connection with the Offshore Funds in accordance to applicable laws and rules of the R.O.C.;
  7. Assist the Sales Agent in responding to investors' inquiries concerning the Offshore Funds; and
  8. Other matters as required by applicable laws or rules of the R.O.C. or the competent authorities, or agreed upon by the Parties.
Article 4  The Sales Agent's Representations and Warranties
    The Sales Agent represents and warrants that:
  1. It has met all the qualification as stipulated in Article 19 of the Rules Governing Offshore Funds (Annex 2);
  2. It has been in compliance with, and will continue to comply with, all requirements of applicable laws and rules of the R.O.C. relating to offshore funds;
  3. It has obtained and will continue to maintain necessary authorizations to carry on the activities contemplated under this Agreement and it shall immediately notify the General Agent in writing of any withdrawal of its authorizations or any other action taken by either the courts of competent jurisdiction or the relevant regulatory authorities which would have an impact on performing the Agreement; and
  4. Any performance or non-performance in relation to the Offshore Funds shall not have any adverse impact on the business reputation, or damage the goodwill or interests of the General Agent or on the authorizations of the Offshore Funds' by a competent authority.
  5. It has established an appropriate internal control system for handling offshore fund business (the content of which includes but not limited to money laundering related matters) according to applicable laws and rules of the R.O.C.
Article 5 The General Agent's Representations and Warranties
    The General Agent represents and warrants that:
  1. It has been in compliance with, and will continue to comply with, all requirements of applicable laws and rules of the R.O.C. relating to offshore funds;
  2. It has obtained and will continue to maintain necessary authorizations to carry on the activities contemplated under this Agreement and it shall immediately notify the Sales Agent in writing of any withdrawal of its authorizations or any other action taken by either the courts of competent jurisdiction or the relevant regulatory authorities which would have an impact on performing the Agreement; and
  3. It has established an appropriate internal control system for handling offshore fund business according to applicable laws and rules of the R.O.C.
Article 6  Execution of Trade
    The Offshore Fund Institution, General Agent and Sales Agent shall subscribe for, redeem and transfer the Offshore Funds, and produce, deliver and maintain complete and accurate transaction records with respect thereto in accordance with the terms of dealing set out in Annex 3 hereto, the Prospectus, and applicable laws or rules of the R.O.C.
    [If the Sales Agent entered into investment agreement or consigned trading agreement with the Offshore Fund Institution and provide offshore fund services to investors through non-discretionary monetary trust agreement or consigned trading agreement for foreign securities, unless otherwise provided herein or by applicable laws or rules, the matters in the preceding paragraph shall be handled in accordance the investment agreement or the consigned trading agreement.]

Article 7  Liability and Compensation
    Each party shall be liable to the other parties for any loss, damages, expenses, liabilities, costs or claims resulting from its negligence, fraud, bad faith or willful default in the performance or non performance of those duties under this Agreement.

Article 8  Tax and Fees
  1. Each Party shall be responsible for its own applicable taxes.
  2. Each Party shall be responsible for all the costs and expenses arising from performance of its respective obligations and execution of transaction under this Agreement in accordance with Annex 4.
Article 9  Remuneration
    The Sales Agent shall be entitled to receive from [the General Agent, Offshore Fund Institution, or any other entity designated by the same] fees payable in accordance with Annex 5.

Article 10 Short-term Trading and Market Timing Trading
    The General Agent and Offshore Fund Institution may, in accordance with applicable laws and rules of the R.O.C., prospectus and Investor Brochure (which may include the Offshore Fund Institution's internal control related procedures), refuse to perform the trading activities which they deem potentially harmful to the Offshore Funds (including, without limitation, short-swing trading or market timing trading). The Sales Agent agrees to assist the General Agent in identifying and refusing subscriptions which would constitute the aforesaid trading activities and establish relevant procedures for processing, detecting and controls. With respect to the restrictions to the relevant trading activities, the Parties agree to handle the matters according to Annex 6.

Article 11 Anti-money Laundering
    The Sales Agent shall act in accordance with applicable laws and rules of the R.O.C., its internal control system, and Annex 8 in handling anti-money laundering related matters (including but not limited to prevention and detection of terrorism activities). The Sales Agent confirms that, during the course of offering and selling the Offshore Funds to investors, it will according to applicable laws and rules of the R.O.C. (1) take the necessary steps to establish the identity of the investors in accordance with applicable laws and rules, including but not limited to requesting the first time investor to open an account in person and provide identification documents, and implement the Know Your Customer procedures; (2) retain documentary evidence of this verification procedure; (3) make the documentation available to the competent authorities or courts of relevant jurisdiction within the time limit as provided by regulations, if so requested or ordered by the competent authorities or courts of relevant jurisdiction; and (4) ensure that all its officers, employees, delegates and agents involved in the distribution of the Offshore Funds are adequately trained and educated to ensure the above-mentioned procedures.

Article 12 Notification to Investors
    Where there are beneficiaries'/shareholders' meetings or any other major events relating to the exercise of investors' rights on the Offshore Funds, the General Agent is responsible for the timely announcement and notification to the Sales Agent or investors according to applicable laws and rules of the R.O.C. The General Agent shall consolidate the opinions of the Sales Agent and investors thereof and notify the Offshore Fund Institution. Where the subscription for the Offshore Funds is made in the name of the Sales Agent, the Sales Agent shall be responsible for delivering the timely notice to the investors regarding any issues which may have significant impact on the rights of the investors upon their receipt of the aforesaid notification, consolidating the investors' opinions and notifying the Offshore Fund Institution directly or notifying the General Agent accordingly so as to initiate the General Agent in communicating with the Offshore Fund Institution. [The Parties also agree to handle the relevant matters according to Annex 3.]

Article 13 Transfer, Amendment and Termination of Agreement
  1. Any amendments to this Agreement must be agreed to in writing by each Party.
  2. This Agreement may be terminated at any time by any Party, provided that the terminating Party notifies the other Parties in writing and delivers such writing notification three (3) months prior to the termination. The termination will not affect the rights or obligations of each Party duly occurring prior to the termination. After termination of this Agreement and before the offshore fund business has been transferred to another general agent or sales agent as appropriate, the General Agent or Sales Agent, as the case may be, shall assist the investors in subsequent Offshore Fund redemption, transfer or other related matters.
  3. Any Party may terminate this Agreement in writing immediately if the other Parties breach any term of this Agreement and has not cured such breach within thirty (30) days after a written notice thereof. After termination of this Agreement and before the offshore fund business has been transferred to another general agent or sales agent as appropriate, the General Agent or Sales Agent, as the case may be, shall assist the investors in subsequent Offshore Fund redemption, transfer or other related matters.
  4. Unless otherwise permitted by applicable laws or rules of the R.O.C., no Party may assign its rights or obligations in whole or in part under this Agreement to a third party unless otherwise agreed upon by the other Parties in writing in advance.
Article 14 Effectiveness and Duration
    This Agreement shall be effective from the signing date and unless it is otherwise terminated by the Parties according to Article 13 of this Agreement.

Article 15 Governing Law and Arbitration
    The Agreement shall be governed by the R.O.C. Law. All disputes, controversies, differences or claims arising out of, relating to or connecting with this Agreement, or breach thereof, shall be settled by arbitration referred to the Arbitration Association of the Republic of China in accordance with the Arbitration Rules of Chinese Arbitration Association, Taipei. If there is a need to file a suit to revoke the arbitration decision, it shall be brought before the Taipei District Court as the court of first instance.

Article 16 Notification
  1. Unless otherwise provided herein, notices may be delivered in person, by mail, through electronic medium, facsimile or other appropriate methods. However, if the notified items or content of the notice concerns the interests of any Party, it shall be delivered by registered mail or by the method agreed upon by the Parties.
  2. The Parties' contact persons and places for delivery including address, telephone, facsimile and e-mail address are as follows:
    Sales Agent:
    Address :
    Telephone No:
    Fax No:
    E-mail:
    Attention:

    General Agent:
    Address :
    Telephone No:
    Fax No:
    E-mail:
    Attention:

    Offshore Fund Institution:
    Address :
    Telephone No:
    Fax No:
    E-mail:
    Attention:
Article 17 Miscellaneous
  1. Unless otherwise provided by applicable laws or rules of the R.O.C. or in this Agreement, neither the Sales Agent nor any of its officers, directors, employees, delegates or agents is or will at any time be, nor hold themselves out as the agent or employee of the General Agent or Offshore Fund Institution. The Sales Agent shall not make any representation or warranty or give any undertaking on behalf of the General Agent or the Offshore Fund Institution.
  2. No Party hereto shall, unless compelled or requested to do so by any authority or court of competent jurisdiction, either before or after the termination of this Agreement, disclose to any person that is not authorized by the other Parties any un-disclosed information or affairs relating to such other Parties of which the disclosing Party shall come into possession during the duration of this Agreement and shall use its best endeavors to prevent any such disclosure as aforesaid.
  3. The Parties shall handle matters not addressed by this Agreement in accordance with applicable laws and rules of the R.O.C., most updated prospectus, and Investor Brochure. [Where there is any inconsistency between the terms of this Agreement and the investment agreement or consigned trading agreement entered into between the Sales Agent and Offshore Fund Institution for the Offshore Funds business, this Agreement shall prevail.] Where there is any inconsistency between the terms of this Agreement and the prospectus, the terms of the prospectus shall prevail. Where there is any inconsistency between the Chinese translation of the prospectus and the original prospectus, the original prospectus shall prevail.
  4. Whenever used in this Agreement, the plural includes the singular and the singular includes the plural.
Article 18 Execution of Agreement
    This Agreement is executed in three counterparts in both Chinese and English versions, with each Party holding one counterpart. In the event of a discrepancy between the two versions, the Chinese version shall prevail.

    IN WITNESS WHEREOF, the Parties have executed this Agreement on the __th day of ______, 200__.

    General Agent 
    _____________
    Name:
    Title:

    Sales Agent 
    _____________
    Name:
    Title:

    Offshore Fund Institution
    _____________
    Name:
    Title:

    Annex 1
    Annex 2
    We hereby represent and warrant that we meet the following qualifications:
  1. [The per share net value as provided in the latest CPA-audited financial statements must not be lower than its per share par value;]
  2. We have not been sanctioned in the last two years under Item 2 (or more severe), Article 103 of the Securities Investment Trust and Consulting Act, Item 2 (or more severe), Article 66 of the Securities Exchange Act, Item 2 (or more severe), Paragraph 1, Article 100 of the Futures Trading Act, Item 2, Paragraph 1 and Paragraph 2, Article 44 of the Trust Enterprise Act or Item 1, Paragraph 1, Article 61-1 of the Banking Act (or more sever). Except for the removal of position by orders of the Financial Supervisory Commission;
  3. The qualifications of business personnel comply with all provisions specified in Article 5 of the Rules Governing the Responsible Person and Associated Persons of Securities Investment Consulting Enterprises; and
  4. Other qualifications as required by applicable laws or rules of the R.O.C. or the competent authorities.
  5.     Sales Agent:
        Responsible Person:
        Date:

        Annex 3
        Annex 4
        Annex 5
        Annex 6
        Annex 7
        Sample Sales Agent Agreement (Three parties)

        (The sample is provided in accordance with opinions from members of Securities Investment Trust Association, Trust Association, and Taiwan Securities Association. The sample is for reference only. As the type of transaction and need for each case may vary from time to time, it is advisable to adjust the sample according to difference scenarios.)

        Parties:

        This Agreement is between, , a company duly established and existing under the laws of the R.O.C. with a registered office at _______________(hereinafter the "Sales Agent"), ________________, a company duly established and existing under the laws of R.O.C. with a registered office at ________________ (hereinafter the "General Agent"), and ________________, a company duly established and existing under the laws of _________ with a registered office at ________________ (hereinafter the "Offshore Fund Institution").

    Article 1 Appointment of Sales Agent
        The General Agent has been appointed by the Offshore Fund Institutions (hereinafter the "Offshore Fund Institution") to act as the general agent of the offshore funds as listed in Annex 1 (which may be amended by the Parties in writing from time to time) (hereinafter, the "Offshore Funds"). The General Agent hereby appoints the Sales Agent to act as the sales agent, to conduct relevant business of offering and sales of the Offshore Funds in the R.O.C for investors [through non-discretionary monetary trust agreement or consigned trading agreement for foreign securities by the Sales Agent]. The Sales Agent agrees to conduct relevant business of offering and sales the Offshore Funds in the R.O.C. for investors in accordance with applicable laws and rules of the R.O.C., prospectus, Investor Brochure[, investment agreement or consigned trading agreement it has signed with the Offshore Fund Institution,] and this Agreement.

    Article 2  Obligations and Responsibilities of the Sales Agent
        The Sales Agent agrees to be responsible for the following:
    1. Provide investors with the Investor Brochure, Chinese translation of the prospectus, and other Offshore Funds information provided by the General Agent;
    2. Unless otherwise provided by applicable laws or rules of the R.O.C. or in this Agreement, forward investors' trading instructions for subscription, redemption or transfer of the Offshore Funds to the General Agent;
    3. Assist investors in handling dispute resolution, investors rights protection and notifications with respect to matters which the Sales Agent is not held accountable for;
    4. Report or transmit to the General Agent specific matters with respect to the Offshore Funds according to applicable laws and rules of the R.O.C.;
    5. The Sales Agent shall notify the General Agent before conducting any advertising, road shows and promotion activities for the Offshore Funds, and shall provide the General Agent with the nature and content of such advertising, road shows or promotion activities [ ] days in advance. The Sales Agent agrees to conduct the said activities in compliance with the Securities Investment Trust and Consulting Association Guidelines Governing Advertisement and Promotional Activities for Offshore Funds.
    6. Unless otherwise provided by applicable laws or rules of the R.O.C. or in this Agreement, the Sales Agent may not make any statements on the nature, terms or performance of the Offshore Funds beyond the scope contained in the prospectus, information already disclosed to the public, or statements beyond the scope permitted by the General Agent or Offshore Fund Institution, nor make statements or assumptions that are misleading, false, deceptive or conceal material facts in respect of the Offshore Funds, the General Agent or the Offshore Fun