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1     Party A to this Agreement: __________________ Co. Ltd., a company validly existing and duly approved by the Financial Supervisory Commission (the “FSC”), Executive Yuan of the Republic of China, to operate the futures trust business (with its Operation License No.: _______);
    Party B to this Agreement: __________________ Co. Ltd., a company validly existing and duly approved by __________ for being engaged by clients with discretionary power to conduct futures, derivatives and securities trading or duly approved for carrying on asset management business (with its Operation License No.: _________).

    WHEREAS, pursuant to the provisions of the “Regulations Governing Futures Trust Funds” and “Guidelines for Futures Trust Enterprises Engaging Other Professional Institutions with Discretionary Power to Utilize Futures Trust Funds” and other related regulations, Party A is to engage Party B with discretionary power to utilize the _____ futures trust fund (hereinafter the “Fund”) to conduct futures trading or to invest in futures-related commodities in accordance with this Agreement, for which Party A will pay remuneration to Party B;
    WHEREAS, Party B represents and warrants that it meets the qualifications required by the FSC for being the engaged institution (the signed declaration being attached hereto as Appendix 1), and agrees to accept Party A’s engagement with discretionary power to utilize the Fund to conduct trading and investment within the scope authorized hereby, with the care of a good administrator, based on its professional experience and good service, and in accordance with this Agreement, the prospectus of the Fund, applicable laws and regulations, and applicable rules and bylaws of the Chinese National Futures Association (“CNFA”);
    NOW, THEREFORE, the Parties, after having reviewed the terms and conditions hereof and all Appendices hereto before execution of this Agreement, have agreed to the terms and conditions as follows:

Article 1: (Contents and Amount of Trading Funds)
    The amount of funds (hereinafter the “Trading Funds”) under which Party B accepts Party A’s engagement with discretionary power to utilize the Fund is set forth in Appendix 2 hereto.
    The Trading Funds referred to in the preceding paragraph consist of all assets purchased by utilizing the Trading Funds, accrued and unrealized interest and proceeds, or any other unrealized assets which shall belong to the Fund as a result of this engagement.
    Where the value of Trading Funds exceeds 50% of the net asset value of the Fund, the Parties shall coordinate to adjust such ratio within three months so that it shall be less than 50%.
    Unless the Parties have agreed to change the amount of Trading Funds set out in Appendix 2, Party B may not re-utilize the realized interest and proceeds arising from this engagement for trading or investment.

Article 2: (Effective Date and Term)
    This Agreement shall take effect upon execution hereof by the Parties, provided that Party B may exercise its power to make and execute trading decisions and the power to directly utilize the Trading Funds and the calculation of remuneration referred to in Article 16 hereof may commence only after the tripartite agreement referred to in Paragraph 1 of Article 7 is validly entered into.
    This Agreement shall be effective from _____ to _____. Where Party A has given Party B a written notice of renewal one month prior to the expiration hereof, and Party B expresses no objection prior to the expiration hereof, this Agreement shall be deemed to be renewed for another one year period on the same terms and conditions; subsequent renewal(s) shall be effected in the same manner.

Article 3: (Agreement on and Change in Basic Policies and Scope of Trading or Investment)
    Subject to the available amount of Trading Funds, Party B shall utilize the Fund for trading or investment pursuant to the basic policies and scope of trading or investment and scope for utilizing idle funds set forth in Appendix 3 (collectively, the “Investment Policies”).
    Where both Parties agree to amend the Investment Policies, it shall be handled in accordance with the provisions of Article 17 hereof.

Article 4: (Power to Make and Execute Trading or Investment Decisions, Grant of and Restrictions on Power to Direct the Utilization of Trading Funds)
    Unless otherwise restricted herein or by the Investment Policies or law and subject to the available amount of the Trading Funds, Party A hereby grants Party B the power to make and execute trading or investment decisions and the power to direct the utilization of Trading Funds.
    Subject to the restrictions on power set forth in the preceding paragraph, Party B shall have full power to act on behalf of Party A in executing trades or investments, and utilizing of idle funds for the benefit of the Fund, and Party A shall be responsible to cause the custodian of the Fund (the “Custodian”) to act in accordance with the instructions of Party B.
    Subject to the restrictions on power set forth in Paragraph 1 above, Party B has the right to instruct the Custodian to handle the payment/receipt of margins and premiums and clearing and settlement process without having to obtain the consent or authorization of Party A for each transaction.

Article 5: (Agreement on and Change of Personnel for Making Trading or Investment Decisions and Personnel Training Plan)
    Party B has prepared for Party A’s perusal the basic information in respect of the educational background and work experience of the personnel who makes trading or investment decisions employed by Party B before the execution of this Agreement, and the personnel who makes trading or investment decisions and his/her alternate are agreed by the Parties; any change to the personnel for making trading or investment decisions and his/her alternate shall be effected in the same manner. The personnel for making trading or investment decisions and his/her alternate are set forth in Appendix 4.
    Where the personnel who makes trading or investment decisions resigns or is unable to perform his/her job duty with cause, Party B shall forthwith notify Party A and the alternate agreed by the Parties in the preceding paragraph shall tentatively assume such position to perform the job duty before the Parties have agreed on another personnel who makes trading or investment decisions pursuant to the provisions of the preceding paragraph.
    The personnel who makes trading or investment decisions and his/her alternate referred to in this Article shall be Party B’s performance assistants and shall be responsible for the trading or investment analysis, judgment, decision, execution and other related matters in respect of the Trading Funds based on their professional knowledge, with the care of a good administrator, and pursuant to the Investment Policies.
    Party B agrees to provide training courses and facilities in accordance with the contents of “Professional Cultivation Proposal for Engaging Other Professional Institution with Discretionary Power for Utilizing Futures Trust Fund” framed by Party A and set forth in Appendix 5 so as to co-cultivate professionals for futures trust enterprise.

Article 6: (Internal Control System and Prohibition of Undue Profit)
    Party B shall establish an internal control and audit system to supervise its personnel who makes trading or investment decisions and his/her alternate. Such personnel and alternate are responsible for utilizing the Trading Funds to perform the trading or investment analysis, decision, execution, review and related obligations pursuant to the Investment Policies, ethical and professional conduct in good faith, based on know-how and investment experience, and with the care of a good administrator so as to achieve the anticipated returns agreed by the Parties. Party B may not decline Party A’s request for inspection of such internal control and audit system.
    Party A shall establish the risk management and internal control system with mechanisms and capabilities which are adequate to oversee Party B. Upon the request of Party A, Party B shall implement the procedures for protecting Party A’s rights and interests, risk management and internal control, and may not decline Party A’s request without due cause.
    Party B shall supervise its personnel who makes trading or investment decisions, his/her alternate and other employees not to take any commission or kickback or other undue profit from any trade or investment made by utilizing the Trading Funds.

Article 7: (Execution and Amendment of Contract with Custodian and Matters to Be Notified)
    The Parties and the Custodian shall enter into a tripartite agreement (the “Tripartite Agreement”). The Tripartite Agreement shall be attached hereto as Appendix 6.
    Party B shall execute a declaration (see Appendix 7), declaring that Party B and the Custodian are not subsidiaries of the same financial holding company, nor is each an affiliated enterprise of the other.
    Where any of the relationships set forth in Items 1 to 4, Paragraph 1, Article 29 of the Regulations Governing Managed Futures Enterprises exists between Party B and the Custodian, Party B has informed Party A upon executing this Agreement, of which the relationship is set forth in Appendix 8.
    Where the Custodian is unable to perform the Futures Trust Agreement with cause or is unable to carry on the business due to the cancellation, rescission or termination of the Futures Trust Agreement, Party A or the Custodian shall forthwith notify Party B. The Custodian shall handle the payment/receipt of margins and premiums and clearing and settlement pursuant to the Futures Trust Agreement for any transaction concluded by Party B before receiving such notice. In case of any damage arising from the failure of the Custodian to handle, Party A shall be solely liable for which Party B shall have no liability whatsoever.

Article 8: (Custody of Trading Funds)
    Where the trading or investment of the capital of the Fund is executed separately by Party B or other professional institution(s) with discretionary power, Party A shall cause the Custodian to distinguish it on an institution by institution basis and to set up separate account.
    The Trading Funds shall be placed in the custody of the Custodian or deposited in the special margin account as is required for trading. Unless otherwise provided for herein, Party A may not utilize the Trading Funds.
    In the event of an attachment, seizure or compulsory execution on the Trading Funds by court order, the Custodian shall forthwith inform Party A and Party B upon awareness thereof.

Article 9: (Opening of Trading Account)
    After the Tripartite Agreement is entered into by and among the Parties and the Custodian, Party B shall notify the Custodian to execute on behalf of the Fund account opening and engagement agreements or other necessary agreements with futures brokers, securities brokers or other trading counterparties and open futures trading accounts or investment accounts.
    Party B may commence to trade or make investments pursuant to the engagement with discretionary power only after all formalities for execution of agreements and account opening as set forth in this Article have been completed.

Article 10: (Agreement on and Change of Futures Brokers, Securities Brokers or Other Trading Counterparties)
    The futures brokers, securities brokers or other trading counterparties as agreed upon by the Parties are set forth in Appendix 9. Where Party B and the futures brokers, securities brokers or other trading counterparties are mutually invested enterprises or have controlling and subordination relationships, such facts are disclosed and specified in Appendix 9.
    Any change of a future broker, securities brokers or other trading counterparty shall require the mutual consent of the Parties, and such change shall be handled in accordance with the provisions of Articles 9 and 17 hereof.

Article 11: (Manner for Giving Instruction for Payment/Receipt)
    When conducting a trade or investment, Party B shall prepare a payment/receipt instruction letter, which shall set forth the trading account number and name of the account, the number of special margin account under the name of the Fund, the names of the trading counterparties, subject, time, method and quantity of settlement, time for payment/receipt of amount, and amount receivable, or payable based on the nature of the amount paid/received.
    After the instruction letter referred to in the preceding paragraph is verified by the Custodian, the Custodian shall handle the payment/receipt of the amount or accounting matters.
    In case the Custodian considers that an unauthorized trade has occurred based on the instruction letter referred to in the preceding paragraph it shall issue a notice of unauthorized trade, setting forth the event and the details of the unauthorized trade and deliver such notice to Party A and Party B, respectively.

Article 12: (Handling of Unauthorized Trade)
    In the event of any unauthorized trades, Party B shall make a reverse trade on the object of the unauthorized trade in full on the day of discovering the unauthorized trade. If Party B was not aware of an unauthorized trade until receiving the notice of unauthorized trade, it shall give instruction for the reverse trade of the object of the unauthorized trade in full at the latest before the opening of the trading day immediately following the day of receiving such notice.
    Party B shall give Party A and the Custodian a written notice of the outcome of handling an unauthorized trade referred to in the preceding paragraph.
    The proceeds derived from the unauthorized trade referred to in the first paragraph hereof after deducting any and all taxes, handling charges and other related costs and expenses shall belong to the Fund; in case of any loss, the loss and related taxes shall be borne by Party B and be deposited into the account of the Fund in full within three days. If Party B fails to reimburse the loss and taxes as required hereunder, the Custodian may claim for such reimbursement from Party B pursuant to the Futures Trust Agreement.
    Where the Custodian is unable to make the payment due to Party B’s failure to act as required hereunder in respect of any unauthorized trade, Party B shall solely bear any and all responsibilities arising therefrom and Party A shall have no liability whatsoever.

Article 13: (Prevention of Conflict of Interest)
    Party B shall cause its representatives, managers, personnel who makes trading or investment decisions, his/her alternate and employees to perform their duties in good faith for the interests of the Fund by simultaneously taking into consideration of the interests of Party B’s other clients, and may not seek any undue interests for Party B or any other person.
    Party B shall conduct trade or investment by utilizing the Trading Funds in accordance with this Agreement and the prospectus of the Fund, and may not conduct any trade or investment which could be detrimental to the interests of the Fund. Party B shall be impartial in utilizing the Trading Funds and the assets of its other clients, and may not adopt discriminative treatment which is disadvantageous to the Fund nor seek profits for Party B or any other person.
    Party B shall issue a “Non-conflict of Interest Declaration” (see Appendix 10) and ensure that the interests of the Fund or Party A will not be adversely affected as a result of its dealings with its affiliates, clients, futures brokers, securities brokers or other trading counterparties, except for force majeure or causes not attributable to Party B.
    In the event of any conflict of interest between any trade or investment made hereunder by Party B by utilizing the Trading Funds and the trade or investment made by Party B under engagement by its other client(s), Party B shall forthwith give Party A a written notice and the Parties shall negotiate for proper handling or terminate this Agreement. If Party B fails to notify or intentionally conceals the foregoing event, Party B shall be deprived of the right to claim for remuneration and shall indemnify Party A for any and all damages.

Article 14: (Confidentiality)
    Party B and its representatives, managers, personnel who makes trading or investment decisions, his/her alternate and employees shall keep in strict confidence the information in connection with Party A, the fund, relevant trade or investment known to it due to the execution and performance of this Agreement, unless it is required by laws or regulations or written consent to Party B’s disclosure or use is given by Party A which expressly sets forth the scope, method and timing of use.

Article 15: (Reporting Obligation)
    Party B shall review the variations of Trading Funds each business day and inform Party A and the Custodian of the balance of Trading Funds by _____ of the immediately following business day (the frequency shall be subject to the agreement of the Parties).
    Upon discovering that the Trading Funds exceed 50% of the net asset value of the Fund, Party B shall prepare and deliver to Party A and the Custodian trade or investment records and status report on the day of which such event occurred. Upon discovering that the loss of the net value of the Trading Funds exceeds 20% of the original amount of the Trading Funds, Party B shall prepare and deliver to Party A trade or investment records and status report within two business days after such event occurred; the same shall apply thereafter in each case where the loss of the net value exceeds 10% of the net value set forth in the preceding report.
    Party B shall prepare for Party A monthly and annual reports, which shall include trade or investment records and status report, and shall deliver to Party A and the Custodian the monthly report within seven business days after the last day of each month and the annual report within fifteen business days after the last day of each year.
    Within ten business days of the last day of each quarter, Party B shall prepare the balance sheet and income statement of the Trading Funds for the preceding quarter and deliver the same to Party A and the Custodian. Also, Party B shall provide Party A with an operation review report stating the analysis, decision, execution and review of the investments made by Party B for the Trading Funds.
    Party B agrees that upon the request of the FSC, it will provide the information or report pertaining to the engaged matters and inform Party A by delivering a transcript thereof. Any delivery or notice may be made by telephone call, telegram, email, postal mail, fax or any other means agreed by the Parties, provided that the notices referred to in the first and second paragraphs hereof may be made only by telephone call, telegram and fax.

Article 16: (Calculation and Payment of Remuneration and Expenses)
    The remuneration for Party A’s engagement of Party B with discretionary power for trade or investment by utilizing Trading Funds shall be calculated on a daily basis based on the annual fee at ___% of the amount of the Trading Funds and shall be paid on a quarterly (or monthly) basis by Party A by remitting into the account designated by Party B.
    Party B is entitled to receive from Party A performance incentives to be calculated as follows: _______ (subject to the agreement of the Parties).
    Within ten business days after the last day of each quarter, Party B shall deliver to Party A the invoice and billing for the remuneration and performance incentives of the preceding quarter, and Party A shall pay the remuneration and incentive to Party B after verifying such as accurate within ten business days thereafter.
    Where this Agreement is terminated prior to its expiration, Party B shall on the date of termination request for payment of remuneration from Party A in proportion to the number of days that has elapsed during the then current term.
    Any and all transaction handling charges, taxes and related costs and expenses arising from the trade or investment made by Party B with discretionary power shall be borne by the Fund and be paid out of the Trading Funds.

Article 17: (Amendment)
    Unless otherwise provided by laws or regulations, this Agreement and the Appendices hereto may be amended with the written consent of the Parties; provided that if the amended provision is related to any matter requiring the Custodian to coordinate or to be responsible, the Parties shall negotiate with the Custodian first and then jointly confirm that the amended provision is not contradictory to this Agreement and that each of them commits to coordinate in handling before proceeding with the amendment. The foregoing provisions shall be set forth in the Tripartite Agreement.

Article 18: (Termination for Convenience)
    During the term hereof, Party A may terminate this Agreement at any time by giving a written notice to Party B, and Party B may terminate this Agreement by giving a one-month prior written notice to Party A.
    Any trade or investment which is concluded or is being carried out and unable to be cancelled by Party B for the Fund upon termination hereof shall remain effective towards the Fund, and Party A shall be responsible for the trading process and outcome thereof.
    Where the loss of the net value of the Trading Funds exceeds 60% of the original amount of Trading Funds, Party B may terminate this Agreement and notify Party A to coordinate in handling related matters.

Article 19: (Automatic Termination)
    Where Party A is unable to carry on its business due to bankruptcy, dissolution, cessation of business operations, cancellation or annulment of its operation license or punishment imposed by the FSC or judgment or order of the court, Party A shall forthwith notify Party B, and this Agreement shall be automatically terminated as of the date on which Party A is unable to carry on its business.
    Where Party B is unable to carry on the business of discretionary investment management or asset management due to bankruptcy, dissolution, cessation of business operations, or cancellation or annulment of its business license, Party B shall forthwith notify Party A, the Custodian, futures brokers and securities brokers engaged in trading and other trading counterparties, and this Agreement shall be automatically terminated as of the date on which Party B is unable to carry on its business.
    Upon automatic termination of this Agreement, the trade or investment which is concluded or is being carried out and unable to be cancelled by Party B for the Fund shall remain effective towards the Fund and Party A shall be liable for the trading process and outcome thereof.

Article 20: (Liquidation of Obligations after Termination of Engagement)
    Where the engagement is terminated due to non-renewal hereof upon expiration or under the provisions of the preceding two Articles, Party B shall liquidate the open position of trades and investments, prepare and deliver to Party A or the person designated by Party A the status report, profit and loss statement, balance of the Trading Funds and related vouchers, account books and statements, and shall notify the Custodian, futures brokers, securities brokers and other trading counterparties.
    This Agreement shall be deemed to remain in effect to the extent that Party B handles the matters set forth in the preceding paragraph.

Article 21: (Breach and Liability)
    Where either Party breaches this Agreement or violates applicable laws or regulations as a result of its willful misconduct or negligence, the other Party is entitled to request the breaching Party to cure, or take other necessary measures, or terminate this Agreement depending upon the extent of such breach and may claim for damages from the breaching Party.
    Where there is any willful misconduct or negligence on the part of either Party’s representative, manager, personnel who makes trading or investment decisions or employee in respect of the performance of this Agreement, such Party shall be held liable in the same manner as it performed the willful misconduct or negligent act.

Article 22: (Notice of and Method for Change of Material Particulars )
    Party B shall forthwith give Party A a written notice upon awareness of any of the following events:
  1. Where it has doubt about the applicability of the Investment Policies referred to in Paragraph 1, Article 3 hereof;
  2. Where it is to replace the personnel who makes trading or investment decisions pursuant to Paragraph 2, Article 5 hereof;
  3. Where any of the events referred to in Paragraph 3, Article 8 hereof occurs;
  4. Where an event of unauthorized trade referred to in Paragraph 2, Article 12 hereof occurs;
  5. Where an event of conflict of interest referred to in Paragraph 4, Article 13 hereof occurs;
  6. Where an event of termination of this Agreement for convenience referred to in Article 18 hereof occurs;
  7. Where an event of automatic termination of this Agreement referred to in Paragraph 2, Article 19 hereof occurs;
  8. Where it is under any punishment, litigation, investigation or claim by its competent authority due to its violation of applicable laws or regulations;
  9. Where Party B fails to meet the qualifications set forth in Appendix 1, is in any event materially affecting its business or finance, or is in an event of conflict of interest with Party A or the beneficiaries of the Fund;
  10. Other particulars that require a notice pursuant to applicable laws or regulations.
    Unless otherwise agreed to herein, all notices to be given by the Parties hereunder shall be made in writing and delivered to the address of the other Party set forth herein.

Article 23: (Prohibition on Delegation and Assignment)
    Party B may not delegate its obligations under this Agreement, in whole or in part, or assign any of its rights hereunder to any third person.

Article 24: (Responsibility for Loss Exceeding the Trading Funds)
    Party B shall faithfully perform its obligations hereunder with the care of a good administrator and will perform its reporting obligations pursuant to Article 15 hereof.
    If there is any loss in excess of the amount of Trading Funds due to Party B’s willful misconduct or negligence, in addition to Party B’s liability for indemnity for that part of loss that exceeds the Trading Funds, Party A’s right to claim for indemnity against Party B according to other provisions of this Agreement or applicable laws for the loss caused to the Trading Funds or Party A’s other damage due to Party B’s willful misconduct or negligence shall not be affected; provided that Party B shall not be liable for the loss in excess of the Trading Funds due to force majeure or other causes not attributable to Party B.

Article 25: (Dispute Resolution and Jurisdiction)
    With respect to any dispute arising from this Agreement, the Parties agree to first attempt to resolve the dispute in accordance with the Regulations Governing Reconciliation of Disputes promulgated by the CNFA. If the conciliation fails to resolve the dispute, the Parties agree to submit the dispute to arbitration under the ROC Arbitration Law. Where a lawsuit is initiated in the event of failing to reach an arbitral award, action taken by either Party against the other Party for revocation of the arbitral award, or cancellation of the arbitral award by a court judgment, the Parties agree to submit to the jurisdiction of the Taipei District Court as the court of the first instance.

Article 26: (Governing Law and Supplemental Provisions)
    This Agreement and its validity, interpretation, performance and other matters in respect hereof shall be governed by the laws of the Republic of China.
    Where any provision of the laws or regulations applicable to futures trading, bylaws of CNFA or other applicable rules and regulations is amended after execution of this Agreement, Party A shall forthwith notify Party B. The rights and obligations between the Parties shall be subject to the amended provisions, unless otherwise provided herein to the contrary.
    With respect to any matter not specified herein, the Futures Trading Act, decrees issued by the FSC pursuant to such Act, bylaws of the CNFA, and laws, regulations and rules in the place where Party B is situated shall apply; in case any matter is not provided therein, the Parties shall negotiate in good faith.
    The Appendices of this Agreement shall be made a part of this Agreement.

Article 27: (Counterparts)
    This Agreement shall be executed in two counterparts, and each of the Parties shall keep one as evidence.

    Parties to this Agreement:

    Party A: __________ Co., Ltd.
    Representative:
    Representative’s Identification Card Number:
    Company Uniform Number:
    Address:
    Telephone:
    Fax:
    E-mail:

    Party B: _______________________ Co., Ltd.
    Representative:
    Representative’s Identification Card Number:
    Company Uniform Number:
    Address:
    Telephone:
    Fax:
    E-mail:

    Dated: _______________________
    Party A to this Agreement: __________________ Co. Ltd., a company validly existing and duly approved by the Financial Supervisory Commission (the “FSC”), Executive Yuan of the Republic of China, to operate the futures trust business (with its Operation License No.: _______);
    Party B to this Agreement: __________________ Co. Ltd., a company validly existing and duly approved by __________ for being engaged by clients with discretionary power to conduct futures, derivatives and securities trading or duly approved for carrying on asset management business (with its Operation License No.: _________).

    WHEREAS, pursuant to the provisions of the “Regulations Governing Futures Trust Funds” and “Guidelines for Futures Trust Enterprises Engaging Other Professional Institutions with Discretionary Power to Utilize Futures Trust Funds” and other related regulations, Party A is to engage Party B with discretionary power to utilize the _____ futures trust fund (hereinafter the “Fund”) to conduct futures trading or to invest in futures-related commodities in accordance with this Agreement, for which Party A will pay remuneration to Party B;
    WHEREAS, Party B represents and warrants that it meets the qualifications required by the FSC for being the engaged institution (the signed declaration being attached hereto as Appendix 1), and agrees to accept Party A’s engagement with discretionary power to utilize the Fund to conduct trading and investment within the scope authorized hereby, with the care of a good administrator, based on its professional experience and good service, and in accordance with this Agreement, the prospectus of the Fund, applicable laws and regulations, and applicable rules and bylaws of the Chinese National Futures Association (“CNFA”);
    NOW, THEREFORE, the Parties, after having reviewed the terms and conditions hereof and all Appendices hereto before execution of this Agreement, have agreed to the terms and conditions as follows:

Article 1: (Contents and Amount of Trading Funds)
    The amount of funds (hereinafter the “Trading Funds”) under which Party B accepts Party A’s engagement with discretionary power to utilize the Fund is set forth in Appendix 2 hereto.
    The Trading Funds referred to in the preceding paragraph consist of all assets purchased by utilizing the Trading Funds, accrued and unrealized interest and proceeds, or any other unrealized assets which shall belong to the Fund as a result of this engagement.
    Where the value of Trading Funds exceeds 50% of the net asset value of the Fund, the Parties shall coordinate to adjust such ratio within three months so that it shall be less than 50%.
    Unless the Parties have agreed to change the amount of Trading Funds set out in Appendix 2, Party B may not re-utilize the realized interest and proceeds arising from this engagement for trading or investment.

Article 2: (Effective Date and Term)
    This Agreement shall take effect upon execution hereof by the Parties, provided that Party B may exercise its power to make and execute trading decisions and the power to directly utilize the Trading Funds and the calculation of remuneration referred to in Article 16 hereof may commence only after the tripartite agreement referred to in Paragraph 1 of Article 7 is validly entered into.
    This Agreement shall be effective from _____ to _____. Where Party A has given Party B a written notice of renewal one month prior to the expiration hereof, and Party B expresses no objection prior to the expiration hereof, this Agreement shall be deemed to be renewed for another one year period on the same terms and conditions; subsequent renewal(s) shall be effected in the same manner.

Article 3: (Agreement on and C