BPI UNIT INVESTMENT TRUST FUNDS
PARTICIPATING TRUST AGREEMENT |
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The TRUSTOR/s, through this Participating Trust Agreement (the “Agreement”),
hereby participate(s) in the BPI Unit Investment Trust Funds (the “FUND/s”)
established and being managed by the Bank of the Philippine Islands Asset
Management and Trust Group (“BPI” or the “TRUSTEE”), said FUND/s now existing or
to be offered in the future for the collective investment and re-investment of
sums of money received and held by BPI as TRUSTEE of various investors.
It is expressly understood and agreed that this Agreement is subject to the
respective FUND/s’ Rules and Regulations (the “PLAN/s”) governing such FUND/s
being managed or which may be managed by BPI and which PLAN/s are duly submitted
to the Bangko Sentral ng Pilipnas by the TRUSTEE. This Agreement does not, and
neither does it purport to, amend or modify the respective PLAN/s to which the
PLAN/s pertain. As such, the TRUSTOR/s hereby explicitly acknowledge(s) having
read and fully understood the respective PLAN pertaining to his/her investment
and is amenable to all the terms and conditions contained therein.
Without limiting the terms and conditions of the said PLAN/s, the TRUSTOR/s
fully agree(s) to the following:
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| 1. |
AUTHORITY OF THE TRUSTEE – The TRUSTEE shall exercise absolute control,
direction, and management of the FUND/s, and shall administer the FUND/s within
the framework of the policies set forth in the PLAN/s and such other policies
that the TRUSTEE may from time to time adopt in the future pursuant to the
FUND/s’ objectives. Each FUND shall be invested in a diversified portfolio
concentrated in investment outlets within each FUND’s specific investment policy
and objectives as individually contained in each respective PLAN.
A list of prospective and/or outstanding investments requiring disclosure shall
be made available and shall be updated quarterly by the TRUSTEE.
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| 2. |
FUND VALUATION - The investments in the FUND/s shall be valued using the
valuation method respectively defined in the PLAN. A performance review of the
FUND/s shall be prepared by the TRUSTEE on a quarterly basis.
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| 3. |
MANNER OF PARTICIPATION – Every transaction of a TRUSTOR shall be made
through the purchase of a whole number of units arrived at by dividing the
transaction amount by the applicable Net Asset Value per unit. New contributions
to the FUND/s shall serve to expand the FUND/s’ total outstanding units.
Conversely, any redemption out of the FUND/s serves to contract the FUND/s’
total outstanding units. TRUSTOR/s shall have only an undivided interest in the
FUND/s in proportion to their unitholdings. Units are non-assignable.
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| 4. |
CLIENT SUITABILITY – Prior to the acceptance of participation, the
TRUSTEE shall perform client suitability, through a Client Suitability
Assessment from which shall be acknowledged and signed by the TRUSTOR.
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| 5. |
DISCLOSURE OF RISK - Prior to the acceptance of participation, the
TRUSTEE shall ask the TRUSTOR to sign a Risk Disclosure Statement to signify
that he/she is aware of the different risks involved when investing.
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| 6. |
MANNER OF ADMISSION/CONTRIBUTION – Participation in the Fund shall be
allowed on the basis of the net asset value of each participation unit (the “NAVpu”)
determined in accordance with the Plan Rules. The TRUSTOR/s investment in the
Fund shall be expressed in terms of number of units of participation as
appearing in the TRUSTOR’s Confirmation of Participation. Every TRUSTOR shall
designate a BPI Deposit account (Current or Savings Account of the same currency
as the FUND/s) (the “Settlement Account”) from which the amount of the
contribution to be made shall be debited. Where the contribution is made by
check, such contribution shall be effected only upon the actual clearing or
branch manager override thereof. In case of dishonour or return of such check
for any reason, the contribution shall be deemed automatically cancelled or, if
units have been bought, the same shall immediately be sold. The TRUSTEE reserves
the right to set up rules and procedures relative to actual settlement arising
from admissions. For the effective and efficient management of the FUND/s, the
TRUSTEE shall set, retain the option to change from time to time, the minimum
number of units or minimum amount for initial and additional contributions into
the FUND/s as stated in the Plan Rules. Changes thereof shall be subject to
Subsection X410.6.k of the MORB.
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| 7. |
MANNER OF REDEMPTION – Redemption from the FUND/s shall be computed on
the basis of the applicable Net Asset Value per unit on the day the redemption
is effected. The Trustee reserves the right to set up rules and procedures
relative to actual settlement arising from redemptions subject to the bank’s
compliance with Subsection X410.6.k of the MORB
For the effective management of the FUND/s, the TRUSTEE shall set, and retain
the option to change from time to time, the minimum number of units or minimum
amount for partial redemptions, the minimum holding period, the early redemption
fee, the maximum number of partial redemptions out of the FUND/s per month and
the required minimum maintaining balance in the FUND/s. The TRUSTEE reserves the
right to set up rules and procedures relative to actual settlement arising from
redemptions. Changes thereof shall be subject to Subsection X410.6.k of the MORB.
Should a partial redemption result in the investment falling below the required
minimum maintaining balance, this Agreement shall be deemed automatically
terminated, in which case, the entire balance of the account shall be paid
through credit to the TRUSTOR/s’ Settlement Account based on the applicable Net
Asset Value per unit for the day multiplied by the number of remaining unit
holdings.
The TRUSTEE reserves the right to require from the TRUSTOR/s a five (5) banking
day advanced written notice of redemption from the FUND/s. This required notice
may be shortened and extended by mutual agreement between the TRUSTEE and the
TRUSTOR/s, depending upon the investment and liquidity position of the FUND/s
and the frequency and volume of requests for redemptions received by the TRUSTEE
at any given time. Although the FUND/s are envisioned to be a going concern, the
TRUSTEE may terminate the FUND/s if, in its judgment, said termination will
redound to the best interest of the TRUSTORS therein in light of market and
other conditions.
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| 8. |
JOINT ACCOUNTS – Designation of a joint account as the Settlement Account
shall be made by all the holders of the said joint account who shall be co-TRUSTORS.
The operation of and redemption of the funds in such joint account must be
signed or authorized by all the co-TRUSTORS. In case of “and/or” accounts, any
one of the co-TRUSTORS is authorized operate the funds and to effect any
redemption there from.
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| 9. |
CUT-OFF TIME PER TRANSACTION – For the effective and efficient management
of the FUND/s, the TRUSTEE shall set, and shall retain the option to change from
time to time, such rules as the cut-off times and value dates for each type of
transaction. Changes thereof shall be subject to Subsection X410.6.k of the MORB
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| 10. |
EVIDENCE OF PARTICIPATION – Contributions of the TRUSTOR/s into the
FUND/s shall be evidenced by a separate Confirmation of Participation or
Transaction Advice issued by the TRUSTEE for this purpose. The TRUSTEE reserves
the right to require the prior endorsement/surrender of any evidence of
participation issued by the TRUSTEE upon full or partial redemption of units.
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| 11. |
INSTRUCTIONS – All instructions, whether original written instructions,
oral or otherwise through TELEPHONE or facsimile or Internet e-mail, given or
purported to be given by the persons authorized to operate the account as
designated in the Account Opening Form (or otherwise in writing), are binding on
the TRUSTOR/s. The TRUSTEE shall be entitled to rely and act on any such
instructions which it in good faith believes to be genuine, and shall not in any
way be liable for any loss which the TRUSTOR/s may incur as a result of the
TRUSTEE’s reliance and action on any such instruction. For purposes of
instructions made through the telephone, a Personal Identification Number (PIN)
shall be designated by the TRUSTOR/s, which he/she shall be required to quote
when placing instructions by telephone. The TRUSTOR/s hereby expressly confirm(s)
unto the TRUSTEE that the TRUSTEE may use or otherwise install voice recording
procedures in communicating with or when taking instructions from the TRUSTOR/s.
Any such voice record will constitute conclusive evidence of the instructions or
communications so recorded. The right of the TRUSTOR/s to give telephone or fax
or e-mail instructions is a privilege. The TRUSTOR/s will use this privilege
judiciously and with discretion, and will take necessary steps to protect such
privilege and ensure that it is not misused, abused or used to perpetuate a
fraud.
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| 12. |
COMMUNICATIONS AND NOTICES – All communications whether by mail,
telegraph, telephone, facsimile, e-mail, messenger or otherwise, sent to the
TRUSTOR/s address appearing in the records of the TRUSTEE, shall constitute
personal delivery to the TRUSTOR/s. All communications shall be directed to said
last known address appearing in the TRUSTEE’s records unless a written notice of
change of address is received by the TRUSTEE five (5) banking days prior to the
delivery if any communication or notice to the TRUSTOR/s by the TRUSTEE. It is
further agreed that all communications sent to the TRUSTOR/s indicated address
or fax number shall be conclusive as to their correctness in the absence of any
written objection received by the TRUSTEE within twenty-four (24) hours from
delivery thereof.
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| 13. |
REPORTS - A report shall be submitted by the TRUSTEE to the TRUSTOR/s at
least once every quarter. The report shall consists, among others, of the
TRUSTOR/s’ summary of investments showing the number of units of participation
in each FUND, the total cost and market value thereof, the unrealized income/
(loss), and a transaction activity report showing contributions and redemptions
made during the period covered.
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| 14. |
DISTRIBUTION OF FUND EARNINGS – The total income of the FUND/s shall be
allocated to the respective TRUSTORS in proportion to their respective
unitholdings. For each FUND, the unrealized income of each TRUSTOR is the
difference between the prevailing Net Asset Value per unit over the average
acquisition cost of the TRUSTOR/s’ units, multiplied by the number of units held
by the TRUSTOR/s. Actual distribution or realization of income occurs when a
redemption of units is made to the extent of the number of units redeemed.
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| 15. |
LIABILITY OF TRUSTEE – Nothing in this Agreement shall be construed as a
guaranty of return or income; nor does it entitle the TRUSTOR/s to a fixed rate
of return on the money invested for him/her in the FUND/s by the TRUSTEE. The
TRUSTEE shall not be liable for any loss or depreciation in the value of the
FUND/s or in the value of the TRUSTOR’s unitholdings unless unattributable to
the TRUSTEE’s act of fraud, willful default, gross negligence or evident bad
faith. It is understood that the Unit Investment Trust Funds are not covered by
the Philippine Deposit Insurance Corporation and that losses, if any, shall be
for the account of the TRUSTOR/s.
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| 16. |
TAXES, EXPENSES, FEES - The TRUSTEE is authorized to incur and deduct
from the FUND/s taxes relative to the acquisition and disposition of
investments, expenses (including but not limited to audit and legal fees,
documentary stamps, etc.) and in consideration of services rendered herein, the
TRUSTEE shall collect on every valuation date a trust/management fee based on
the TRUSTOR/s’ proportionate share of the NAV of the FUND, net of taxes based on
a schedule separately prepared by the TRUSTEE which in no case shall exceed the
specific limit provided under the FUND/s’ respective PLAN/s.
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| 17. |
AMENDMENTS - This Agreement shall be deemed automatically modified as and
when the PLAN/s are amended by the TRUSTEE in order to comply with applicable
laws and/or Bangko Sentral ng Pilipinas regulations and for such other purposes
as may be deemed proper by the TRUSTEE.
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| 18. |
TERM OF AGREEMENT - This Agreement shall continue and remain in force
until the redemption of the TRUSTOR’s participation or upon termination of the
FUND in accordance with the PLAN Rules or with laws or regulations then
existing.
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| 19. |
REFERENCE DOCUMENTS – Incorporated herein by reference are the terms,
conditions, rules and regulations in the Plan Rules, Client Suitability
Assessment form, Risk Disclosure Statement, and the Confirmation of
Participation to be issued pursuant hereto.
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