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Title: Trust Agreement Template
Date: 2008.02.21 ( Amended )

Article Content

 
1     (Template V)

    Trust Agreement Template

    Party A (Name/Title):____________________________
    Party B: ________________Bank, (Business License Number: _____________), a financial institution that has been approved by the Financial Supervisory Commission of the Executive Yuan (the "FSC") to carry out trust business concurrently, and has a credit rating at or above a prescribed level issued by a FSC-recognized credit rating agency.
    WHEREAS, for Party A to mandate the Securities Investment _____Co., Ltd. (the "Investment Agent"), which has entered into a Discretionary Investment Services Contract him, with full authority in accordance with the Securities Investment Trust and Consulting Act (the "SITC Act") to conduct investment in securities and securities-related products transaction, both parties agrees that Party A mandates Party B by trust to serve as the custodian institution for discretionary investment assets in accordance with this Agreement (as defined below) and relevant laws and regulations and to handle the account-opening, custody and settlement of funds and certificates, payment and collection of margins and premiums, clearance and settlement, account management, exercise of equity rights and other matters in connection with securities investment or securities-related products transaction in the name of Party B. Both parties agree to stipulate the content of this Agreement in accordance with aforementioned SITC Act and relevant laws and regulations and have carefully reviewed the content hereof.
    THEREFORE, both parties to this Agreement hereby agree to enter into and follow this Agreement (this "Agreement") as follows:

Article 1 (Client, Trustee and Beneficiary)
    The client and beneficiary of this Agreement is Party A and the trustee is Party B.

Article 2 (Purpose of the Trust)
    Party A mandates the Investment Agent to conduct investment in securities and securities-related products transaction with full authority and consigns the discretionary investment assets by trust to Party B for Party B to handle the account-opening, custody of funds and certificates, payment of margins and premiums, trading settlement, account management, exercise of equity right and other relevant matters in connection with securities investment or securities-related products transaction for the purpose of management or disposal of trust assets for the benefit of beneficiary.

Article 3 (Trust Assets)
    Trust assets are the discretionary investment assets. The type, volume, amount or price of the assets consigned by Party A for investment have been confirmed by both parties and attached herein as Appendix 1. The aggregate value or amount is NTD______.
    The value of the discretionary investment assets shall be calculated in accordance with the Standards for Calculation of Discretionary Investment Assets Value provided by the Securities Investment Trust and Consulting Association?of the R.O.C. (the "SITCA").
    Party A shall transfer by trust all the discretionary investment assets to Party B for its management in one time upon the execution of this Agreement (except that the discretionary investment assets are assets in investment-link insurance special account or assets in annuity insurance special account). If the discretionary investment assets are securities, the securities or other documents representing the rights shall specify that these are trust assets in accordance with relevant laws and regulations and the issuer thereof shall be notified; the same applies when the discretionary investment assets are increased. The discretionary investment assets, and any proceeds and profits resulting from investment and utilization of such assets during the term of this Agreement shall belong to discretionary investment assets.
    Unless otherwise provided in this Agreement, Party A may not terminate the trust and retrieve the discretionary investment assets at will at any time during the term of this Agreement.

Article 4 (Methods for Management and Utilization of Trust Assets)
    Party B has no right to decide utilization of trust assets. Unless otherwise provided in laws and regulations, the investment or trading objectives, the basic guidelines for investment or trading, the scope of investment or trading, the scope of use of the idle funds, trading method, the authorization and limitation of the investment or trading decisions, the authorization and limitation of instruction right of assets application, and other limitation with respect to the discretionary investment assets shall all follow the Discretionary Investment Services Contract, which is attached hereto as the Appendix 2. The same applies when the Discretionary Investment Services Contract is amended.
    Each transaction made under the Discretionary Investment Services Contract shall be conducted by the Investment Agent, as the trading agent for Party A, and said Investment Agent shall handle such transaction directly with the securities brokers, futures commission merchants or other trading counterparties (the "Trading counterparties").

Article 5 (Custody of Discretionary Investment Assets)
    The discretionary investment assets shall be kept separately and independently from Party B’s assets.
    Party B shall establish separate accounts for management of discretionary investment assets and trust assets of other clients. If Party A mandates different securities investment trust enterprises or securities investment consulting enterprises to conduct discretionary investment for his assets under the management by Party B by trust, Party B shall set up different accounts to manage the same according to the investment trust or investment consulting enterprises. Foreign securities invested by Party A shall be handled in accordance with local laws and regulations or market practice.
    Unless otherwise provided in laws and regulations, the securities managed by Party B by trust shall be placed under the custody of the centralized securities depository enterprises engaged by Party B. If the scope of investment covers foreign securities, Party A agrees that Party B may appoint a foreign financial institution as the foreign fiduciary custodian institution of the trust account. Offshore assets of the trust account may be handled in accordance with laws and regulations of the place where such assets are located or the agreement between Party B and the foreign fiduciary custodian institution. Unless otherwise agreed by Party A and Party B, Party B shall be responsible for the intentional or negligent acts of the foreign fiduciary custodian institution to the same extent as he is responsible for his own intentional or negligent acts. If the above intentional or negligent acts cause damage to the discretionary investment assets, Party B shall be responsible for compensation for damage caused.

Article 6 (The Account-opening of the Investment Trading Account and Futures Trading Account)
    The Trading Counterparties with which the investment trading account or futures trading account is opened for utilization of discretionary investment assets by the Investment Agent shall be designated by Party A or the Investment Agent in accordance with the Discretionary Investment Services Contract and more than one Trading Counterparties may be designated. Such account-opening shall be made by Party B and the Investment Agent together.
    The centralized settlement of securities shall be processed in the name of the investment trading account of Party B via the centralized securities depository account and deposit account opened by Party B. The payment and collection of margins and premiums and clearance and settlement for securities-related products transactions shall be processed in the name of futures trading account of Party B through the custodial investment account opened by Party B.
    The establishment and opening of the investment trading account, futures trading account and the execution of the account opening and brokerage agreement shall be made in the name of trust assets entrusted to Party B. For investment in foreign securities, Party B shall assist Investment Agent to enter into an account opening and brokerage agreement with relevant Trading Counterparties in accordance with the Discretionary Investment Services Contract, the laws and regulations or market practice of the place of investment. The same applies when an amendment, revocation, rescission or termination of the agreements described under this paragraph is made.
    The content of the agreements described in the preceding paragraph shall be negotiated by Party B, the Trading Counterparties and the Investment Agent jointly in accordance with relevant laws and regulations; the same applies to an amendment or termination by agreement of such agreements.
    If Party A agrees with the Investment Agent that the Investment Agent may use discretionary investment assets to conduct securities margin transactions, both parties agree to handle account opening, settlement and relevant matters in accordance with relevant laws and regulations and rules of Taiwan Stock Exchange Corporation.
    Party B shall deliver a copy of the agreement to Party A after completing the procedure of account- opening. The same shall apply when an amendment to the agreement is made.

Article 7 (Change of Trading Counterparties)
    Party A may give a one-month written notice to Party B and the Investment Agent of the change of the Trading Counterparties; Party B shall carry out the related matter together with the Investment Agent in accordance with the provisions of the preceding Article.
    When the Trading Counterparty is unable to continue the business due to the revocation, rescission or termination of the account opening and brokerage agreement, the suspension or cessation of business, dissolution, revocation or abolishment of license etc., Party B shall immediately notify Party A and the Investment Agent upon his acknowledgement of such, unless the Investment Agent has already known it. When Party A and the Investment Agent designate other Trading Counterparties in accordance with the Discretionary Investment Services Contract, the preceding Article shall apply.

Article 8 (Trading Settlement and Clearance)
    With respect to each trading that is carried out by the Investment Agent according to Article 2, within the scope of the types, volume, amount or other restriction of the investment or trading set forth in Appendix 2, Party B shall handle the settlement of funds and certificates, collection and payment of margins and premiums and clearance and settlement thereof. The Investment Agent shall confirm the content of the deal with the Trading Counterparties on the transaction day, and shall based on it issue a settlement instruction letter to notify Party B to carry out the settlement and clearance; when engaging in securities-related products transactions, the Investment Agent shall, prior to the deposit or withdrawal of margins, produce an instruction letter with regard to the collection and payment of relevant amount to notify Party B to handle the collection and payment of margins and premiums and clearance and settlement. On the day of the completion of transaction of each discretionary investment account, Party B shall check over the information of each transaction confirmed by the futures commission merchant and futures trading list submitted by the Investment Agent. The settlement instruction letter shall clearly state the counterparty of trading, the trading subjects, transaction day, time, method and terms of the settlement, the amount and volume of funds and certificate to settle etc. for Party B to confirm the settlement voucher issued by the Trading Counterparties. The instruction letter for collection and payment of amount shall clearly state, according to the nature of collection and payment, the account number and title of the futures trading account, account number of the client’s margins account, the Trading Counterparties, date of amount collection and payment and account receivable or payable etc.; futures trading list shall clearly state the Trading Counterparties, types, trading subject, volume, the date of settlement and amount of trading. After confirmation by Party B that it is without error, Party B shall carry out the settlement immediately and accordingly within the scope of utilizable funds and certificates of the discretionary investment assets. The settlement vouchers issued by the abovementioned Trading Counterparties shall be received and kept by Party B.
    Where the discretionary investment assets are consigned to different Investment Agents and separate investment trading accounts or futures trading accounts are opened accordingly, the funds and certificates, cash or open positions shall not be transferred among such accounts when handling trading settlement, collection and payment of margins and premiums or clearance and settlement unless otherwise provided by the Discretionary Investment Services Contract.

Article 9 (Handling of Ultra Vires Transaction)
    When Party B considers that the content indicated in the settlement instruction letter referred to in the preceding Article violates the laws and regulations or exceeds the limitation on the scope of settlement set forth in Appendix 2 (the "Ultra Vires Transaction") or is subject to a dispute, Party B shall notify Party A immediately and handle it in accordance with the written instruction of Party A. If Party B is unable to timely notify Party A or to receive the written instruction of Party A in time, and such dispute cannot be solved through a timely negotiation, Party B shall issue Ultra Vires Transaction notices for the ultra vires portion, stating clearly the reason and the details of the Ultra Vires Transaction, to Party A, the Investment Agent and the Trading Counterparties, respectively, before 11:00 AM of the next business day of the transaction day, and notify SITCA as well.
    When Party B considers that the content indicated in the futures trading list referred to in the preceding Article violates the laws and regulations or exceeds the limitation on the scope of settlement set forth in Appendix 2 (the "Ultra Vires Transaction") or is subject to a dispute, Party B shall notify Party A immediately and handle it in accordance with the written instruction of Party A. If Party B is unable to timely notify Party A or to receive the written instruction of Party A in time, and such dispute cannot be solved through a timely negotiation, Party B shall immediately issue Ultra Vires Transaction notices for the ultra vires portion, stating clearly the reason and the details of the Ultra Vires Transaction, to Party A, the Investment Agent and the Trading Counterparties, respectively, and notify SITCA as well.
    With respect to the required funds and certificates for settlement of the Ultra Vires Transaction, the Investment Agent is responsible to, prior to the settlement day, allot such funds and certificates into the account by which Party B conducts the settlement for the portion that is considered by Party B as the Ultra Vires Transaction in accordance with the Discretionary Investment Services Contract and the Regulations Governing the Conduct of Discretionary Investment Business by Securities Investment Trust Enterprises and Securities Investment Consulting Enterprises of Securities Investment Trust and Consulting Association of the R.O.C. (the "Operation Rules"), for Party B to conduct the settlement. For securities-related products transaction, the Investment Agent shall remit the amount payable for the transaction considered by Party B as the Ultra Vires Transaction to the trust account of Party B referred to in Article 5 hereunder, for Party B to handle follow-up payment of margins or clearance and settlement.
    For funds and certificates purchased or sold or securities-related products trading in the Ultra Vires Transaction, the Investment Agent shall proceed opposite sale or purchase to offset the same and settle profit and loss in accordance with Article 60 of the Operation Rules; the Investment Agent shall be liable for any loss and related trading taxes and fees arising therefrom and all benefits derived therefrom shall belong to Party A, and shall be deducted from the offsetting proceeds; if there is any surplus after said deduction, Party B shall return such surplus to the Investment Agent after the Investment Agent completed settlement and offset procedure; if the proceeds are insufficient for the deduction, the Investment Agent shall be responsible for making up the deficiency by allotting the same into the trust account established by Party B in accordance with Article 5 of this Agreement. If the Investment Agent fails to pay for the taxes, expenses and the loss incurred after the offset immediately, Party B shall claim against the Investment Agent for compensation.
    In the event either Party A, Party B or the Investment Agent has disputes on the Ultra Vires Transaction, relevant parties shall still act in accordance with the contents of the Ultra Vires Transaction notices. If it is confirmed or determined by a final arbitration award or judgment that the Ultra Vires Transaction is resulted from the mistake of Party B, the Investment Agent or Party A or other events that could be obviously attributable to Party B, the Investment Agent or Party A, Party B, the Investment Agent or Party A shall return the profits obtained therefrom plus interest to the person who suffers damage, and shall be responsible for compensation for damage, if any.
    The relevant agreements entered into between Party Band the securities firm or other Trading Counterparties shall state clearly that the Investment Agent shall be responsible for settlement, performance of obligations, follow-up payment of margins, clearance and settlement and duties for breach of the contract arising from the Ultra Vires Transaction described in this Article and Party A and Party B shall bear no responsibility thereto.

Article 10 (The Collection and Establishment of Data)
    To carry out the settlement, clearance and collection and payment of margins and premiums for the discretionary investment account, Party B shall establish and collect the following data after the Investment Agent notifies it of the names of securities firms, futures commission merchants and other Trading Counterparties:
  1. The bank account number or account number of client’s margins special account, account title, trading number, and the identification of clearance and settlement personnel etc. of other Trading Counterparties.
  2. The sample of trading subjects, including the government bonds, financial bonds, corporate bonds and other securities.
  3. The signature card with the signature and seal sample of the authorized personnel of the bond deposit book issuer, the short-term financial bill certification institution and the bank issuing certificates of deposit.
  4. The signature and seal sample or/and the password of the authorized personnel of the Investment Agent.
    The establishment and gathering of the data under subparagraphs 2 and 3 of the preceding Paragraph may be flexibly adjusted according to the practice, provided that such adjustment shall not hinder settlement procedure and safety, and reasons for such adjustment shall be amplified and kept for recordation
    The identification of clearance and settlement personnel referred to in paragraph 1, subparagraph 1, and information referred to in paragraph 1, subparagraphs 2 and 3 shall not apply to settlement of book-entry securities.

Article 11 (Account Management)
    Party B shall handle account management for trading and assets variation of Party A’s discretionary investment assets every day in accordance with the rules of FSC, SITCA, and other relevant laws and regulations; based on needs of account management and enhancement of internal control, Party B shall also cooperate with the Investment Agent to compile or provide various kinds of books and tables.
    Party B shall, on the last business day of every month, compile a detailed list of securities in stock of Party A’s trust account (including a list of the realized stock dividends) and a table of the balance of the bank deposit as of the day, and deliver such lists to the Investment Agent within five business days of the next month. Besides, when Party A or the Investment Agent inquires or requests to check the trading record or the current asset status of discretionary investment assets, Party B shall proceed with it accordingly.

Article 12 (Calculation and Distribution of Trust Benefits)
    During the term of this Agreement, any proceeds, share interest, dividends and bonus shares or other benefits from the discretionary investment assets shall all be collected by Party B by means of the book-entry or remittance by the issuer or the centralized securities depository enterprises in accordance with the Operating Rules, with a written notification to the Investment Agent.
    The proceeds, share interest, dividends and bonus shares or other benefits from the discretionary investment assets shall not be distributed during the term of this Agreement.
    Party B shall handle tax matters arising from the profits of the preceding Paragraph in accordance with relevant laws and regulations.
    Party A agrees to the deduction of the expenses associated with the remittance of cash dividends from the cash dividends. With respect to the expenses arising from the distribution of dividends and share interest or exercise of rights, Party A agrees to deduct such from the trust account.

Article 13 (Exercise of Equity Rights)
    The right to attend the shareholders’ meeting and the right to vote of the shares of the issuing company derived from the discretionary investment assets shall be exercised by Party B for the benefit of the beneficiary. Party A authorizes the Investment Agent to determine the exercise of the right to attend shareholders’ meeting and to vote of the shares issued by foreign companies, and such right may be exercised by Party B after obtaining the consent of the Investment Agent or be exercised by the foreign fiduciary custodian institution instructed by Party B.
    Unless otherwise agreed by the parties, Party B may not mandate another person to exercise the voting right on its behalf when exercising such right except that the mandatory is a company satisfying the criteria stipulated in Paragraph 2 of Article 3 of the Regulations Governing the Administration of Shareholder Services of Public Companies or that the right to attend the shareholders’ meeting or to vote is of shares issued by foreign companies. [●] shall be responsible for expenses associated with designation of others to exercise the voting right by Party B. Party B may not assign proxies for attendance of shareholders’ meeting or receive money or other benefits by means of exercising voting rights.

Article 14 (Duty of Trustee)
    Party B shall perform this Agreement in accordance with the provisions of this Agreement and relevant rules and regulations as well as the purpose of the trust with the due care of a prudent person and fiduciary duties. The same rule applies during the period after the termination of this Agreement and before Party B’s return or settlement and transfer of the discretionary investment assets.
    Party B shall promptly notify Party A and SITCA upon his discovery of Investment Agent’s breaches of the Discretionary Investment Services Contract.
    When the discretionary investment assets consigned by Party A are attached, preliminarily attached or subject to a compulsory enforcement by a court order or the trust is determined as invalid or cancelled by a court judgment, Party B shall notify Party A and the Investment Agent immediately upon his acknowledge of such fact; unless circumstances attributable to the Investment Agent or Party B exist, Party A shall perform the obligation of settlement by itself.
    Except for a breach of the obligations set forth in the preceding three Paragraphs, Party B has no responsibility for the profits or losses of the discretionary investment assets.

Article 15 (Reporting Obligation)
    Unless otherwise provided by laws and regulations or this Agreement, Party B shall deliver to Party A a transaction list of securities and securities-related products and a table of assets in stock of the discretionary investment assets for the previous month, within five business days after the end of every month by means set forth in Article 22.

Article 16 (Duty of Confidentiality)
    Party B and its responsible persons or employees shall have the duty to keep the information of Party A confidential; unless otherwise provided by this Agreement or relevant laws and regulations, they shall not disclose such information to any other person.

Article 17 (Remuneration for Trust)
    The calculation method of remuneration to Party B and the manner and time of payment are detailed in Appendix 3.

Article 18 (Expenses and Method of Payment)
    The following disbursements and expenses shall be paid from the discretionary investment assets by Party B:
  1. Remunerations to the Investment Agent for mandate, which shall be made in accordance with the terms of the Discretionary Investment Services Contract and the written instruction of the Investment Agent and examined and confirmed by Party B.
  2. Remuneration to Party B for trust.
  3. The service charge, securities transaction tax and other direct costs or necessary expenses incurred associated with the acquisition or disposal of the discretionary investment assets.
  4. The taxes payable in connection with the discretionary investment assets.
  5. The expenses associated with exercise of rights by Party B pursuant to Article 13 hereof.
  6. The debt incurred by Party B for the discretionary investment assets or handling the trust affairs.
  7. Other necessary expenses for performance of this Agreement.
    If Party B has any doubt about the amount set forth in the preceding Paragraph, it shall notify Party A and handle it in accordance with Party A’s instruction.

Article 19 (Lien)
    When the discretionary investment assets are insufficient to pay off the remuneration, expenses, tax or debt prescribed in the preceding Article, Party B may request Party A to compensate for or pay off the debt or provide appropriate guarantee, and may refuse to return the discretionary investment assets to Party A or to settle and transfer the same to other account before its rights are satisfied.

Article 20 (Effective Date of this Agreement and Term of the Trust)
    This Agreement shall take effect as of the date when Party A consigns the discretionary investment assets detailed in Appendix 1 to Party B for its management. Provided, however, Party B may not conduct settlement in accordance with in Article 5 hereof until both the Discretionary Investment Services Contract and the Tripartite Agreement of Discretionary Investment are validly established and can be truly performed.
    The term of this Agreement shall be ____ years from____ to ___. If Party B advises Party A in writing that it intends to renew this Agreement a month prior to the expiration hereof, and Party A does not express any objection, this Agreement shall be deemed as continuously effective for another one year with the same terms. The same applies to subsequent expiration hereof.

Article 21 (Currency)
    All account books, income, expenses, the total value of the discretionary investment assets and relevant statements and report in connection with the discretionary investment assets shall be calculated or compiled in NT dollars, and the decimal under NT$1 shall be rounded off.

Article 22 (Notification)
    All expression of intent or notification by one party hereto to the other party in accordance with this Agreement and relevant laws and regulations shall be made in writing and delivered to the addresses of parties set forth in this Agreement. A written notice is required to be given to the other party in case of change of addresses.

Article 23 (Prohibition of Re-commission of Trust Affairs and Assignment of Rights)
    Unless otherwise provided by laws and regulations or this Agreement, Party B may not, in entire or in part, re-commission any third party to handle the trust affairs under this Agreement for it, or assign its right hereof to any third party.
    
Article 24 (Amendments to this Agreement)
    Unless otherwise provided by laws and regulations or this Agreement, the content of this Agreement and the appendices hereof may be amended upon written consents of both parties. Provided, however, if the amendment involves matters requiring the assistance and cooperation of the Investment Agent or shall be handled by the same, Party A, Party B and the Investment Agent shall negotiate the proposed amendment jointly in advance, and issue a statement confirming that the amendment is not in conflict with this Agreement and the Discretionary Investment Services Contract and undertaking to cooperate in the subsequent process. Afterwards, the amendment may be handled accordingly. The above provisions shall also be set forth clearly in the Tripartite Agreement of Discretionary Investment.

Article 25 (Rescission and Termination of the Agreement)
    Either party hereto may terminate this Agreement at any time provided that a written notification shall be provided to the other party and the Investment Agent one month prior to the termination.
    If one party breaches the provisions of this Agreement, the other party may request the party in breach to rectify the default within 10 days from the request date. If the party in breach fails to rectify the default or to improve the situation within the prescribed period, the other party may terminate this Agreement prior to the expiration hereof, and claim compensation for damage incurred against the party in breach.
    This Agreement will be terminated automatically in the event Party B is unable to continue the custody of the discretionary investment assets of Party A due to the cessation of business or dissolution or the revocation or abolishment of license. Party B shall promptly inform Party A, the Investment Agent and the trading counterparty of such fact.
    Before a new trustee takes over the trust affairs, Party B shall continue the custody of trust assets, and take necessary measures for transferring trust affairs.
    In the event Party A is dead, bankrupt or loses its capacity to make juridical acts, this Agreement shall terminate from the time when Party B is notified by a third party or has known such fact. In said circumstances, if the termination of the trust relationship would impair beneficiary’s benefits, Party B shall continue managing the trust assets before the discretionary investment assets are transferred.

Article 26 (Ownership of Trust Assets upon Termination of Trust Relationship)
    The trading made by the Investment Agent on behalf of Party A in accordance with the Discretionary Investment Services Contract and this Agreement prior to the termination of this Agreement, of which the settlement day or clearance day is after the termination of this Agreement, Party B shall still handle the settlement thereof by the discretionary investment assets.
    All expenses and taxes incurred after the termination of this Agreement and prior to the return of discretionary investment assets to the beneficiary or settlement and transfer of the same to a new account by Party B shall be borne by Party A.
    After the termination of this Agreement, Party A may request Party B to transfer the discretionary investment assets to the beneficiary only when the funds and certificates to be settled, taxes and expenses in connection with the discretionary investment assets and the obligations of Party A to Party B according to this Agreement are settled and performed. Except for the circumstances described in Article 19, Party B shall transfer said assets immediately. When Party A terminates the Agreement due to the change of custodian institution, Party B shall settle and transfer the discretionary investment assets to a new custodial investment account or trust account.

Article 27 (Special Provisions)
    Unless otherwise provided by laws and regulations or this Agreement, Party B shall abide by relevant rules and regulations provided by the FSC, the Regulations Governing the Conduct of Discretionary Investment Business by Securities Investment Trust Enterprises and Securities Investment Consulting Enterprises (the "Management Regulations"), and the Operation Rules.

Article 28 (Dispute Settlement, Arbitration and Jurisdiction of Litigation)
    Both parties hereto agree that any dispute arising out of this Agreement shall be resolved in accordance with the regulations governing disputes mediation procedures stipulated by SITCA first. If said mediation fails, both parties hereto agree that the dispute shall be referred to arbitration in accordance with the Arbitration Law of the R.O.C. If there is no arbitration award rendered or a litigation is filed by either party hereto against other party for revocation of the arbitral award or for a new trial of the dispute because the arbitration award has been revoked by the court, both parties agree that the District Court of the place where the delivery place of Party B set forth in this Agreement is located shall be the court of the first instance to exercise jurisdiction.

Article 29 (Governing Law and Supplementary Provisions)
    This Agreement shall be governed by the law of the R.O.C. The validity, interpretation, performance and other relevant matters hereunder shall be governed by the law of the R.O.C.
    In the event there is any amendment to laws and regulations related to securities investment trust and consulting, the Management Regulations, the Operation Rules, articles of incorporation of SITCA or other relevant rules or regulations after the execution of this Agreement, unless otherwise provided by this Agreement, the rights and obligations between parties hereto shall be subject to the provisions of the amended laws.
    Matters not provided herein shall be subject to the provisions of the SITC Act, the Trust Law, the Trust Enterprise Act, the Management Regulations, the Operation Rules, articles of incorporation of SITCA, and other related laws and regulations; in the absence of such provision in the above-mentioned regulations, the matters shall be subject to the agreement that is negotiated between parties hereto in good faith.

    Party A:_____________________________________
    Representative:_______________________________
    Address:____________________________________

    Party B:_____________________________________
    Representative:_______________________________
    Address:____________________________________

    [Date:]

    Appendix 1: The Content and Amount or Price of the Discretionary Investment Assets
    Appendix 2: The Basic Guidelines for Investment or Trading, the Scope of Investment or Trading and Settlement, and the Scope of Use of the Idle Funds for the Investment Agent
    Appendix 3: The Calculation and the Method and Time of Payment of Remuneration for Trust
    (Template V)

    Trust Agreement Template

    Party A (Name/Title):____________________________
    Party B: ________________Bank, (Business License Number: _____________), a financial institution that has been approved by the Financial Supervisory Commission of the Executive Yuan (the "FSC") to carry out trust business concurrently, and has a credit rating at or above a prescribed level issued by a FSC-recognized credit rating agency.
    WHEREAS, for Party A to mandate the Securities Investment _____Co., Ltd. (the "Investment Agent"), which has entered into a Discretionary Investment Services Contract him, with full authority in accordance with the Securities Investment Trust and Consulting Act (the "SITC Act") to conduct investment in securities and securities-related products transaction, both parties agrees that Party A mandates Party B by trust to serve as the custodian institution for discretionary investment assets in accordance with this Agreement (as defined below) and relevant laws and regulations and to handle the account-opening, custody and settlement of funds and certificates, payment and collection of margins and premiums, clearance and settlement, account management, exercise of equity rights and other matters in connection with securities investment or securities-related products transaction in the name of Party B. Both parties agree to stipulate the content of this Agreement in accordance with aforementioned SITC Act and relevant laws and regulations and have carefully reviewed the content hereof.
    THEREFORE, both parties to this Agreement hereby agree to enter into and follow this Agreement (this "Agreement") as follows:

Article 1 (Client, Trustee and Beneficiary)
    The client and beneficiary of this Agreement is Party A and the trustee is Party B.

Article 2 (Purpose of the Trust)
    Party A mandates the Investment Agent to conduct investment in securities and securities-related products transaction with full authority and consigns the discretionary investment assets by trust to Party B for Party B to handle the account-opening, custody of funds and certificates, payment of margins and premiums, trading settlement, account management, exercise of equity right and other relevant matters in connection with securities investment or securities-related products transaction for the purpose of management or disposal of trust assets for the benefit of beneficiary.

Article 3 (Trust Assets)
    Trust assets are the discretionary investment assets. The type, volume, amount or price of the assets consigned by Party A for investment have been confirmed by both parties and attached herein as Appendix 1. The aggregate value or amount is NTD______.
    The value of the discretionary investment assets shall be calculated in accordance with the Standards for Calculation of Discretionary Investment Assets Value provided by the Securities Investment Trust and Consulting Association?of the R.O.C. (the "SITCA").
    Party A shall transfer by trust all the discretionary investment assets to Party B for its management in one time upon the execution of this Agreement (except that the discretionary investment assets are assets in investment-link insurance special account or assets in annuity insurance special account). If the discretionary investment assets are securities, the securities or other documents representing the rights shall specify that these are trust assets in accordance with relevant laws and regulations and the issuer thereof shall be notified; the same applies when the discretionary investment assets are increased. The discretionary investment assets, and any proceed