Sub-distribution Agreement

To:

Hash Blockchain Limited
Unit 614-615, Level 6, Core D,
Cyberport 3, 100 Cyberport Road, Hong Kong

(the "Distributor")

By entering into this Agreement, the Sub-distributor agrees to be bound by the following terms and conditions governing the sub-distribution of the Units, as may be amended or supplemented from time to time.

(The Distributor and the Sub-distributor are each referred to herein as a "Party", and collectively as the "Parties")

BACKGROUND
(A)    The Manager has appointed the Distributor as a non-exclusive distributor in Hong Kong to promote the Funds, procure subscriptions for Units and make available, subscribe for and acquire Units of each Fund as nominees for certain of its Clients upon the terms of the agreement entered into by the Manager and the Distributor and the relevant Constitutive Documents.
(B)    The Distributor has obtained written permission from the Manager to further appoint the Sub-Distributor to promote the sale and distribution of the Units, and the Sub-distributor agrees to accept the appointment on the terms of this Agreement.

THE PARTIES AGREE THAT:
1.    Interpretation
1.1    In this Agreement, the following words and expressions shall, except where the context otherwise requires, have the meanings respectively ascribed to them:-
"Administrator" means, in relation to any Fund, the trustee or the person or persons from time to time appointed as administrator of the Fund and identified as such in the relevant Memorandum;
"AEOI" means:
(i)    sections 1471 to 1474 of the US Internal Revenue Code of 1986, as amended and any associated legislation, regulations or guidance, and any similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes;
(ii)    the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters - the Common Reporting Standard and any associated guidance;
(iii)    any intergovernmental agreement, treaty, regulation, standard, guidance or other agreement between Hong Kong (or any Hong Kong government body) and any other jurisdiction (including any government bodies in such jurisdiction), entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in paragraphs (i) and (ii); and
(iv)    any legislation, regulations or guidance in Hong Kong that give effect to the matters outlined in the preceding paragraphs;

"Applicable Laws" means any law, rule, regulation or regulatory requirement applicable to a party in any jurisdiction in relation to the activities contemplated by this Agreement;

"Business Day" means any day (other than a Saturday or Sunday) on which banks in Hong Kong are open for normal banking business or such other day or days as notified by the Manager to the Distributor, provided that where as a result of severe weather warning or other similar events, the period during which banks in Hong Kong are open on any day is reduced;

"Client" means a customer of the Sub-distributor;

"Constitutive Documents" means the Memorandum, any subscription agreement and any trust deed, instrument of incorporation, articles of association, partnership agreement, by­laws, or such other documents governing a Fund;

"Fund" means a collective investment scheme managed by the Manager, as agreed between the Parties hereto from time to time;

"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;

"Manager" means the manager of a Fund; 

"Memorandum" means, in respect of each Fund, any explanatory memorandum, product key facts statement, private    placement    memorandum,    information    memorandum, prospectus, term sheet, marketing materials or other offering document relating to that Fund, as the same may be modified or amended from time to time;

"Procedures" means, in respect of each Fund, the dealing procedures set out in the Constitutive Documents and/or such other procedures as may be agreed in writing between the Manager and the Distributor in relation to the subscription, switching and/or redemption of Units, in each case as may be amended by prior notice given by the Manager to the Distributor, and as notified to the Sub-distributor by the Distributor from time to time;

"SFC" means the Securities and Futures Commission of Hong Kong;

"SFO" means the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong;

"Unit" means any unit, share or other interest of the specified class (if any) in the relevant Fund; and

"Unitholder" means a holder of a Unit.

1.2    All headings used herein are for convenience only, do not form part of this Agreement and are not to be used in construing or interpreting any aspect of this Agreement.

1.3    In this Agreement, unless the context provides or requires otherwise, references to:
(A)    clauses and appendices are to be construed as references to the Clauses of and Appendices to this Agreement and references to this Agreement include its Appendices;
(B)    a particular gender include references to any other gender;
(C)    the singular include references to the plural and vice versa;
(D)    a person include references to an individual, a firm, a corporation or an unincorporated body of persons; and .
(E)    statutory provisions, regulations or notices shall include those provisions, regulations or notices as amended, extended, consolidated, substituted or re­ enacted from time to time.

2.    Appointment
2.1    The Distributor hereby appoints the Sub-distributor with effect from the date of this Agreement to act as its sales agent and sub-agent in respect of the Units in Hong Kong. The Sub-distributor hereby accepts such appointment on the terms and conditions set out in this Agreement.
2.2    The Sub-distributor acknowledges and agrees that the Distributor may already have appointed and may continue to appoint other persons to act in a similar capacity as the Sub-distributor in relation to any Fund or otherwise in the same or any other jurisdiction and on such terms as the Distributor shall in its absolute discretion determine.
2.3    All activities engaged in under the provisions of this Agreement by the Sub-distributor shall be subject to the overall policies, directions and control of the Manager, which the Distributor will inform the Sub-distributor from time to time; and the Sub-distributor shall at all times in the performance of its duties hereunder observe and comply with the provisions of the Constitutive Documents and Applicable Laws.
2.4    Except as expressly provided in this Agreement, the Sub-distributor acknowledges and agrees the following:
(A)    The Distributor has no authority to act for or represent the Manager and shall not be deemed an agent of the Manager or the Funds. 
(B)    The Sub-distributor has no authority to act for or represent the Manager and shall not be deemed as an agent of the Distributor or the Funds. 

3.    Duties of the Sub-distributor
3.1    Subject to Clause 2.3, the Sub-distributor shall promote the sale of the Units and in particular (without limiting the generality of the foregoing), the Sub-distributor shall use all reasonable endeavors to:-
(A)    promote the sale of and subscriptions for the Units in accordance with the relevant Memorandum (or Memoranda);
(B)    promote investment interest in the Funds in Hong Kong in accordance with the Memorandum (or Memoranda);
(C)    advise the Distributor concerning all actions which appear to the Sub-distributor that the Distributor, the Manager and/or the Funds should consider taking to achieve the effective promotion of investment interest in the Funds; and
(D)    attend, if so requested by the Distributor (acting reasonably), meetings held by the Distributor, the Manager and/or the Funds for the discussion of marketing strategy and progress in respect of the sale of the Units.

3.2    Without limiting the generality of Clause 3.1, the Sub-distributor:-
(A)    shall not in connection with its duties and functions as Sub-distributor incur any liability on behalf of the Distributor, the Manager or the Funds or in any way pledge or purport to pledge the credit of the Distributor or the Manager or accept or make any contract binding upon the Distributor, the Manager or the Funds;
(B)    shall not make or purport to make any representation or give or make or purport to give or make any warranty on behalf of the Distributor, the Manager or the Funds (other than with the prior written consent of the Distributor, the Manager or as contained in the Constitutive Documents) unless envisaged by this Agreement;
(C)    shall observe the terms and conditions relating to the promotion of the Funds and to the issue and sale of the Units whether attached by sales documentation issued by the Manager or the Funds (including, without limitation, the Memoranda) or by any directions of the Distributor notified to the Sub-distributor, or imposed by any Applicable Laws and in particular, but without limitation, the Sub-distributor shall not promote the Funds or procure or seek to procure subscriptions for the Units from any person (whether an individual, firm or corporation) which is ineligible by reason of nationality or otherwise, to invest in the Funds;
(D)    shall comply with all Applicable Laws which include, without limitation, data privacy laws, anti-money-laundering and anti-terrorism legislation regulations and guidelines of any relevant jurisdiction applicable to the Sub-distributor's duties under this Agreement; and
(E)    shall comply with and assist in any investigation or other acts as shall be required under any law or regulation relating to the prevention of money laundering affecting the Distributor, the Manager and the Funds.

3.3    The Sub-distributor undertakes to give written notification to the Distributor of any material changes to any information it provided in this Agreement within three (3) Business Days of such change.

3.4    Without prejudice to Clauses 3.1 to 3.3, the Sub-distributor shall, in case any Fund(s) and/or classes of Units thereof are authorised by the SFC for sale to the public in Hong Kong pursuant to section 104 of the SFO, carry out its activities under this Agreement in compliance with Applicable Laws relating to public distribution, private placement or any other form of commercialisation of Units in Hong Kong. In particular, the Sub-distributor shall:
(A)    not perform any act which may imperil or prejudice the authorisation of certain Fund(s) by the SFC pursuant to section 104 of the SFO (if applicable) or may reasonably be expected to imperil or prejudice the authorisation of the Fund(s) by other regulatory authorities of any other jurisdiction as disclosed in the Memorandum of the relevant Fund(s) or as notified in writing by the Distributor or the Manager from time to time; and
(B)    to the extent legally permissible and practicable, promptly forward to the Distributor any communications received from the SFC and any other relevant regulator, investors in the Fund(s) and addressed to the Distributor, Fund(s) or the Manager (including, without limitation, requests for information, queries, complaints and claims) and shall provide such assistance as the Distributor or the Manager shall reasonably request in dealing with such communications.

4.    Duties of the Distributor
4.1    The Distributor shall provide the Sub-distributor with (or procure the provision to the Sub-distributor of) such up-to-date information or advice relating to or in connection with the Funds which is reasonably necessary for the Sub-distributor to receive with a view to the proper discharge of its duties and functions hereunder or which the Sub-distributor shall reasonably request for such purpose.
4.2    The Distributor shall use reasonable endeavours to obtain permission from the Manager or the Funds for the Sub-distributor to use the Fund’s promotional or marketing materials to increase the marketability of Units in Hong Kong and shall otherwise use reasonable endeavours to cooperate with the Sub-distributor in expanding the marketing opportunities for the Funds. 
4.3    The Distributor shall provide the Sub-distributor (at the cost of the Sub-distributor as appropriate) with the up-to-date versions of the Constitutive Documents, financial reports, promotional and advertising literature, publications and such other documents issued by or relating to the Funds from time to time as the Sub-Distributor shall reasonably request and in such format as may be agreed between them.
4.4    The Distributor shall notify the Sub-distributor as soon as reasonably practicable promptly if any of the information or advice provided by or on behalf of the Funds under this Clause 4 or any document provided under Clause 4.3 shall cease to be true and accurate in any material respect.
4.5    The Distributor undertakes to give written notification to the Distributor of any material changes to the information provided in this Agreement within three (3) Business Days of such change, and shall give not less than thirty (30) Business Days advance notice to the Sub-distributor of its intended termination of the distribution relationship with the Manager or the Fund.

5.    Subscription, Switching and/or Redemption for Units
5.1    The Sub-distributor, through the nominee account or other means as instructed by the Distributor, may subscribe for and purchase Units on behalf of the Clients in accordance with the Procedure.
5.2    The Sub-distributor shall, through the nominee account or other means as instructed by the Distributor, transmit all instructions received from Clients for subscription and purchase of Units in accordance with the Procedures.
5.3    In the event the Sub-distributor is acting as the nominee for and on behalf of the Clients in respect of the subscription and purchase of the Units, the Sub-distributor shall be deemed to be the Unitholder and the Manager or the Fund is only obliged to recognise and accord all the rights, interests and privileges of a Unitholder.
5.4    The Sub-distributor acknowledges and agrees that the Administrator, the Manager or their agents shall process any subscriptions for Units in accordance with the Constitutive Documents. The Sub-distributor acknowledges that the Manager and/or the Administrator may reject any or all subscriptions made by the Sub-distributor or its Clients or may redeem any or all of the Units of the Sub-distributor or its Clients by written notice, in whole or in part, at any time, in accordance with the Constitutive Documents. Any such rejection or redemption shall be executed in a manner that treats all distributors fairly and equitably, and shall not unfairly discriminate against the Sub-distributor or its Clients.
5.5    None of the Distributor, the Manager and the relevant Fund shall be a party to, subject to, or responsible for any agreement, representations, documentation, processes or other requirements (or the verification thereof) that the Sub-distributor may enter into with the Clients in order to permit the Sub-distributor to subscribe for and purchase Units as nominee for Clients.
5.6    The Sub-distributor shall only subscribe for and purchase Units for and on behalf of Clients for investment purposes and not with a view to a distribution by the Clients of any interest in such Units.
5.7    The Sub-distributor shall ensure that, so long as it holds any Unit as nominee for any Client, neither it nor any such Client is a US Person (as defined in the relevant Memorandum) domiciled and residing outside the United States.
5.8    The Sub-distributor shall, if required by Applicable Laws, disclose to each Client prior to subscribing for Units as nominee for that Client, that the Sub-distributor will receive ongoing compensation for services rendered to the Clients by the Sub-distributor with respect to Units, and, if required by Applicable Laws, the amount of any such compensation.
5.9    The Sub-distributor shall provide, and take all reasonable steps to procure Clients to provide, information that the Distributor, the Manager or the Fund may reasonably request that is necessary for the compliance with any Applicable Laws.
5.10    The Sub-distributor acknowledges that, should the Sub-distributor or the relevant Client fails to provide the information requested pursuant to clause 5.9 above, the Distributor, the Manager and/or the relevant Fund may:
(A)    compulsorily redeem the Sub-distributor (where it acts as nominee for its Clients) and/or any Client; 
(B)    apply withholdings to payment to the Sub-distributor or the relevant Client; and/or 
(C)    report to the relevant tax authorities any information relating to the Sub-distributor or the relevant Client, if it is required by Applicable Laws.
5.11    Applications for, where applicable, switching and/or redemption of Units by Clients shall be handled by the Sub-distributor or the Distributor in accordance with the Procedures.

6.    Fees and Expenses
6.1    In consideration of the services provided by the Sub-distributor, the Distributor shall, subject to the terms and conditions of this Agreement, pay the Sub-distributor a fee (the "Fees"). The Fees, including the rates and the manner of payment, shall be determined based on what is published or otherwise notified by the Distributor to the Sub-distributor from time to time. The Fees shall only be paid for the Units subscribed and held by the Sub-distributor in accordance with this Agreement.
6.2    The Distributor shall have no obligation to pay any Fees to the Sub-distributor if the Sub-distributor is in breach of this Agreement. Should the Distributor terminate this Agreement pursuant to Clause 13.2, it shall cease to pay any Fees to the Sub-distributor. For the avoidance of doubt, notwithstanding a termination of this Agreement, the Distributor shall remain liable to pay any accrued Fees to the Sub-distributor that are due and payable as of the effective date of termination. The obligation to pay accrued Fees shall survive the termination of this Agreement.
6.3    Each Party shall bear its own expenses (including taxes) associated with the performance of its services under this Agreement. The Distributor shall not pay the Sub-distributor any other fees than the Fees.
6.4    Without prejudice to Clause 6.3 above, if the Distributor exercises its discretion to impose platform management fees and platform redemption fees (collectively, the "Platform Transaction Fees") in addition to the transaction fees imposed by the Manager in respect of transactions in the relevant Fund, the Sub-distributor shall be liable to the Distributor for payment of such Platform Transaction Fees, whether or not the Sub-distributor has recovered the corresponding amounts from the Clients. The Sub-distributor shall be solely responsible for the collection of such amounts from its Clients. The Distributor shall provide the Sub-distributor with no less than seven (7) Business Days’ prior written notice before imposing or adjusting any Platform Transaction Fees.

7.    Representations and warranties of the Distributor
7.1    The Distributor represents and warrants to the Sub-distributor that:
(A)    It is an entity duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation, is duly authorised to appoint sub-distributors of each Fund and has full power and authority to enter into this Agreement and to exercise its rights and perform its obligations under this Agreement. 
(B)    This Agreement has been duly and validly authorised, executed and delivered by it and is a valid and binding agreement enforceable in accordance with its terms.
(C)    There is no pending or threatened (i) action, suit or proceeding before or by any court or other governmental, regulatory or self-regulatory body to which it or any of its principals is a party, or to which any of its or any of its principals' assets is subject; or (ii) investigation regarding non-compliance by it or any of its principals with any Applicable Laws which, in each case, would have a material effect on its or any of its principals' ability to carry out any or all of its obligations under this Agreement.
(D)    The performance by it of its obligations under this Agreement will not conflict with or result in a breach of any of the terms or provisions of any agreement to which it or any of its principals is a party or to which it or any of its principals is bound and does not violate any Applicable Laws.
7.2    The Distributor undertakes to notify the Sub-distributor immediately of any and all information of which it is or becomes aware at any time which would, or might, indicate that any of the warranties set out in 7.1 are not, or have ceased to be, or would not be if then repeated with reference to the facts and circumstances then prevailing, true and accurate in all material respects or are or have become misleading in any material respects (or any information which would have affected any of the same if this Agreement had been entered into immediately thereafter) and to take such steps as may be reasonably requested by the Sub-distributor to remedy and/or publicise the same.

8.    Representations, warranties and covenants of the Sub-distributor
8.1    The Sub-distributor represents and warrants to the Distributor that:
(A)    It is an entity duly organised and validly existing under the laws of the jurisdiction of its organisation and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification, and has full power and authority to enter into and to perform its obligations under this Agreement.
(B)    This Agreement has been duly and validly authorised, executed and delivered by it and is a valid and binding agreement enforceable in accordance with its terms.
(C)    There is no pending or threatened (i) action, suit or proceeding before or by any court or other governmental, regulatory or self-regulatory body to which it or any of its principals is a party, or to which any of its or any of its principals' assets is subject; or (ii) investigation regarding non-compliance by it or any of its principals with any Applicable Laws which, in each case, would have a material effect on its or any of its principals' ability to carry out any or all of its obligations under this Agreement.
(D)    The performance by it of its obligations under this Agreement will not conflict with or result in a breach of any of the terms or provisions of any agreement to which it or any of its principals is a party or to which it or any of its principals is bound and does not violate any Applicable Laws.
8.2    The Sub-distributor further represents, warrants, covenants and agrees with the Distributor that:
(A)    It is licensed and will maintain to be licensed during the term of this Agreement, by the SFC pursuant to the SFO to carry on, amongst others, Type 1 (dealing in securities) regulated activities. 
(B)    It has obtained, and will maintain during the term of this Agreement, all registrations, licenses, approvals, permits, consents, authorisations or memberships or make any disclosures (together "Permissions") as required in order to perform its obligations under this Agreement and the services contemplated hereby and/or as required by any Applicable Laws, including without limitation those relating to:
(1)    the distribution of information relating to the Fund, the Units, the Manager and the Distributor; and
(2)    non-public offerings and private placements where applicable; and
no proceeding to modify, suspend, revert, withdraw, terminate or otherwise limit any such Permissions is pending or threatened.
(C)    It has all requisite power and authority from each Client to act on each such Client's behalf.
(D)    It shall comply with such instructions and procedures relating to subscribing for and purchasing Units as the Distributor and the Manager may from time to time require, including without limitation, in order to prevent non-compliance with legal or regulatory requirements by the relevant Fund, the Manager or the Distributor.
(E)    It shall subscribe for and purchase Units as the nominee for its Clients only and shall not at any time transfer any form of record or legal title or other rights in Units to any Client (but may transfer the beneficial title to Units held in respect of one Client to another Client provided such transfer of beneficial title is not otherwise prohibited by the terms of this Agreement).
(F)    It will, during the term of this Agreement, maintain compliance with the requirements of all anti-money laundering, anti-terrorist financing, suitability and know your customer recommendations, laws, rules, regulations and provisions, including but not limited to the SFC's Guidance on Anti-Money Laundering and Foreign Account Tax Compliance Act ("FATCA") (collectively, the "AML/KYC/FATCA/Suitability Laws") applicable from time to time to:
(1)    those jurisdictions that have enforceable authority over any Client;
(2)    those jurisdictions that have enforceable authority over the Sub-distributor's activities, including without limitation, the activities set out herein and in order for the Sub-distributor to comply with its obligations hereunder;
(3)    those jurisdictions in which it deals with Clients, makes available, subscribes for or purchases Units; and
(4)    the Financial Action Task Force ("FATF").
(G)    It will for such time as the Sub-distributor holds Units (or for such time as is required by Applicable Laws, whichever is the longer) maintain and adhere to such policies and procedures that are reasonably designed to:
(1)    maintain its full compliance with all applicable AML/KYC/FATCA/Suitability Laws;
(2)    verify the identity of each Client (and for each Client that is not an individual, the identity of the directors, partners or other officers of the Client and its beneficial owners) and the sources of their funds.
and the Distributor, the Manager, the Administrator and the relevant Fund are hereby authorised to rely on this clause in connection with their compliance with AML/KYC/FATCA/Suitability Laws. Furthermore, the Sub-distributor agrees to provide copies of such policies, procedures and additional information to the Distributor, the Manager, the Administrator and the relevant Fund upon request from time to time in order to satisfy their obligations.
(H)    It maintains and will maintain evidence of the identity of each Client (and for each Client that is not an individual, the identity of the directors, partners or other officers of the Client and its beneficial owners) for such time as is required by Applicable Laws, but in any event, for at least 7 years from the date on which the Sub-distributor redeems in full the Units held on behalf of such Client.
(I)    It will promptly provide, and take all reasonable steps to procure Clients to provide, information that the Distributor and the Manager may (on behalf of the relevant Fund or otherwise) reasonably request concerning the Sub-distributor or the Clients or their respective legal or beneficial direct and indirect owners necessary for the relevant Fund's compliance with AEOI, and inform the Distributor and the Manager as soon as possible of any change in any information provided to the best of its knowledge.
(J)    It acknowledges that Distributor, the Manager or the relevant Fund will not be liable or responsible to the Sub-distributor or any Client for any loss or damage which may directly or indirectly result from the Distributor or the Manager, the relevant Fund or an affiliate taking any action or refraining to take any action that is necessary for the compliance with any tax rule and regulations (including AEOI).
(K)    It shall obtain all necessary consents from Clients to ensure it is able at all times to make information on such Clients available to the relevant Fund, the Manager, the Administrator, the Distributor and their respective affiliates on request by such party, including without limitation in order that such party:
(1)    may comply with any request for information from a regulatory organisation, other governmental body, court or similar tribunal, including for the purpose of compliance with AEOI; or
(2)    may comply with any Applicable Laws.
(L)    It shall ensure that each Client meets the investor qualification, suitability, "know your customer" and other criteria for beneficial owners, set out in the Constitutive Documents, this Agreement and all Applicable Laws relating to the relevant Fund. It is understood and agreed that the relevant Fund, the Manager, the Distributor and the Administrator may rely upon this clause in order to comply with any obligations placed upon them in relation to client qualification, suitability, "know your customer" and other criteria for beneficial owners, and the Sub-distributor agrees to make such certifications as may be requested by any of the relevant Fund, the Manager, the Distributor and the Administrator in respect thereof.
(M)    It shall ensure that each Client is an investor with sufficient experience and understanding of the risks involved in the investment and otherwise meets with all verifications of identity, suitability and qualification criteria applicable in relation to the relevant Fund (the "Qualification Criteria") in accordance with Applicable Laws.
(N)    When distributing Funds that relate to virtual assets, the Sub-distributor shall:
(1)    ensure compliance with the relevant regulations issued by the SFC from time to time, including but not limited to the Guideline on Anti-Money Laundering and Counter-Financing of Terrorism; and
(2)    take all necessary steps to ensure that those Clients have sufficient knowledge of virtual assets.
(O)    In respect of any Fund:
(1)    it shall, deliver the relevant Constitutive Documents or other documentation relating to that Fund, as required and in accordance with Applicable Laws, to such Clients as have met fully with all Qualification Criteria and are interested in investing in the Fund;
(2)    it shall promptly deliver to such Client a copy of each amendment or supplement to the Constitutive Document (on receipt of the same from or on behalf of the Manager or the Distributor); and
(3)    it shall not utilise any sales literature and/or Constitutive Documents, reports and accounts or other documentation relating to that Fund other than the latest editions for the time being (whether in printed form and/or in such other formats as may be agreed among the Manager, the Distributor and the Sub-distributor from time to time) supplied by the Manager/Distributor to the Sub-distributor.
(P)    It shall not make any forecasts, representations or warranties regarding any Fund, the Manager, the Distributor or its affiliates other than as set out in the relevant Constitutive Documents or as pre-agreed in writing with the Manager or the Distributor and shall not make any representations or warranties regarding any Fund, the Manager, the Distributor or its affiliates that are misleading, inaccurate or fail to communicate any material fact the omission of which would make such communication or representation misleading or otherwise affect the import of such information.
(Q)    It shall not generally solicit or generally advertise the Units and/or any Fund in any manner or form whatsoever to any person including without limitation to any Client other than in compliance with Applicable Laws.
(R)    With respect to each subscription for Units, it shall procure that all wire transfers of subscription amounts are from an account of the Sub-distributor with a bank located in a FATF member country and unless otherwise agreed in writing in advance by the Manager or the Distributor, all wire transfers of redemption amounts will be made to the same bank from which the subscription funds originally came.
(S)    In respect of any amounts payable under this Agreement, it represents and warrants that it:
(1)    is not disqualified or otherwise prevented from receiving compensation including, without limitation, the Fees under Applicable Laws; and
(2)    If applicable, and if required by Applicable Laws, shall disclose to each Client prior to subscribing for Units as nominee for that Client, that the Sub-distributor will receive ongoing compensation for services rendered to the Clients by the Sub-distributor with respect to Units, and, if required by Applicable Laws, the amount of any such compensation.
(T)    It shall be solely responsible for any relationship with any Clients and all interactions with the Clients, it being understood and agreed that:
(1)    the Clients shall be solely the client of the Sub-distributor and not the Manager, the Distributor or any of its affiliates or any Fund;
(2)    the only client of the Manager shall be the Fund(s) and the Distributor shall be a client of the Fund(s); 
(3)    The Sub-distributor shall be a client of the Distributor; and
(4)    the Manager or the Distributor shall not be liable or accountable to the Clients in respect of their investments in any Fund regardless of whether their respective identities have been revealed to the Manager or the Distributor.
8.3    The Sub-distributor undertakes to notify the Distributor immediately of any and all information of which it is or becomes aware at any time which would, or might, indicate that any of its warranties set out in Clauses 8.1 and 8.2 are not, or have ceased to be, or would not be if then repeated with reference to the facts and circumstances then prevailing, true and accurate in all material respects or are or have become misleading in any material respects (or any information which would have affected any of the same if this Agreement had been entered into immediately thereafter) and to take such steps as may be reasonably requested by the Distributor to remedy and/or publicise the same.

9.    Promotional material
9.1    If any Party shall contemplate issuing advertising or promotional materials or communication which contain a reference to the other Party, the issuing Party shall seek prior approval from the other Party to such reference in the advertising or promotional materials or communication. The issuing Party shall give the other Party reasonable notice of any advertising or other promotional materials or communication which the issuing Party intends to publish or undertake in order to solicit applications for the subscription of Units and shall provide the other Party with specimens of all advertising materials or promotional materials or communication which the issuing Party intends to publish and such other details in relation thereto as the other Party may reasonably require.
9.2    The Sub-distributor shall be responsible for obtaining the requisite approvals from the relevant regulatory authorities if required, for those advertising or promotional materials or communication to be issued by the Sub-distributor where only the name of a Fund and/or the name and/or the mark or logo of the Manager are mentioned, used and/or referred to in relation to and/or in promotion of the relevant Fund, such uses shall be first permitted by the Manager. 
9.3    In respect of a Fund which is not being authorised by the SFC, all advertising or promotional materials issued by the Sub-distributor relating to the Funds must make clear or clearly state on its face that the relevant Fund is only intended to be disposed to professional investors as defined under the SFO and the Securities and Futures (Professional Investors) Rules.
9.4    Where Units are offered to Clients via an internet website of the Sub-distributor, the Sub-distributor shall make available on such website the latest edition of the relevant Memorandum provided by the Manager through the Distributor and shall replace any Memorandum with any amended version as soon as reasonably practicable, and in any event within seven (7) Business Days, after receipt from the Manager or the Distributor and shall update all other promotional and advertising literature, publications and materials in relation to the relevant Fund prepared by the Sub-distributor with the relevant amendments. In the event that the Manager or the Distributor requires the Sub-distributor to update all publications regarding the Manager or any Fund and provides less than seven (7) Business Days' notice, the Sub-distributor agrees to use its best endeavours to comply with the requirement.
9.5    Where Applicable Laws require or the Manager or the Distributor requests any materials to be updated, removed, amended or supplemented, the Sub-distributor will, to the extent possible, comply immediately with any requests of the Manager or the Distributor.

10.    Indemnification
10.1    The Distributor agrees to indemnify and hold harmless the Sub-distributor and its respective directors, officers and employees against any losses, claims, damages, liabilities or costs to which it or they may become subject insofar as they arise out of a material breach of warranty or covenant of the Distributor in this Agreement, or any fraud, negligence or wilful default of the Distributor in performing its duties and obligations under this Agreement, except where any such losses, claims, damages, liabilities or costs arise directly out of the Sub-distributor's fraud, negligence, wilful default or material breach of its duties under this Agreement.
10.2    The Sub-distributor agrees to indemnify and hold harmless the Distributor, the Manager, each Fund and their respective directors, officers, employees and agents against any losses, claims, damages, liabilities or costs to which it or they may become subject insofar as they arise directly out of, or are based upon, (A) any misrepresentation, misstatement or omission of material fact by the Sub-distributor regarding the relevant Fund, the Manager or the Sub-distributor, (B) any breach of this Agreement, including without limitation a representation, warranty or covenant of the Sub-distributor in this Agreement, and/or (C) any fraud, negligence or wilful default of the Sub-distributor's duties and obligations under this Agreement, except where any such losses, claims, damages, liabilities or costs arise directly out of the Distributor’s, the Manager’s or, as the case may be, a Fund’s fraud, negligence, wilful default or material breach of its duties under this Agreement.

11.    Confidentiality and data protection
11.1    Each Party hereto agrees to keep any information concerning the other ("Confidential Information") confidential and agrees that any such Confidential Information may only be disclosed by a Party hereunder for the specific purpose of permitting such other Party to perform any of the services set out in this Agreement or as otherwise required by Applicable Laws.
11.2    Notwithstanding anything herein to the contrary, any Party may disclose such information to its affiliates or as may be required (including a person's name) by any governmental, regulatory, self­regulatory organisation or court authority or other tribunal of competent jurisdiction in accordance with Applicable Laws, including, but not limited to laws and regulations aimed at the prevention of money laundering.
11.3    No Party shall make use of or reference to the name, logo or trademarks of the other Party (or their affiliates) without the prior consent of the other Party.
11.4    The Sub-distributor consents to the Distributor, the Manager and the Administrator handling, storing, hosting and otherwise processing its information and any Client information in accordance with the Applicable Laws of the jurisdictions in which each of them is based and the terms of this Agreement.

12.    Anti-Bribery
12.1    Each Party hereby undertakes not to commit any form of bribery and corruption whether by itself, its directors, officers, employees or agents (if applicable) at all times in connection with and throughout the course of this Agreement and thereafter, whether in Hong Kong or elsewhere.
12.2    Both Parties confirm and acknowledge that they shall comply with the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong). They shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing in future) in any way connected with this Agreement and/or the services provided hereunder.

13.    Term
13.1    This Agreement shall be effective from the date hereof, and continue in full force and effect until it is terminated by either Party according to Clause 13.2.
13.2    This Agreement may be terminated by:
(A)    either Party giving a written notice to the other Party not less than thirty (30) Business Days in advance;
(B)    either Party (the "Notifying Party") immediately by giving a written notice to the other Party:
(1)    if the other Party commits a breach of any of the terms or conditions of this Agreement and fails to remedy such breach within thirty (30) days of being required by the Notifying Party to do so; 
(2)    if the other Party commits any act of fraud, wilful misconduct or material non-compliance of any Applicable Laws; 
(3)    if the other Party is unable to pay its debts as they fall due or petition is presented or a meeting is convened for the purpose of winding such Party up, or such Party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver appointed of all or any part of its assets or takes or suffers any similar action in consequence of debt; 
(4)    if required by any Applicable Laws or any applicable rule, authority or a government body to do so; 
(5)    if the distribution relationship between the Manager and the Distributor with respect to a Fund has terminated; or 
(6)    if the other Party ceases to be authorised to carry on business or if such authorisation is suspended for any reason; 
(C)    the Distributor immediately by giving a written notice to the Sub-distributor if the Sub-distributor ceases to possess all Permissions as required by Applicable Laws; or
(D)    the Sub-distributor immediately by giving a written objection notice to the Distributor in accordance with Clause 15.2.
13.3    On the termination of this Agreement for any reason, the Sub-distributor shall, at the request of the Distributor, as soon as reasonably practicable return to the Distributor, or otherwise as the Distributor (or the Manager, if applicable) may instruct, all advertising material and other materials, documents and papers whatsoever sent to the Sub-distributor and relating to any Fund which the Sub-distributor may have in its possession or under its control. Where return is not practicable, the Sub-distributor may instead destroy such materials and confirm such destruction in writing to the Distributor upon request.
13.4    The termination of this Agreement for any reason shall not affect the respective rights and liabilities of each of the parties accrued prior to such termination.
13.5    It is expressly agreed between the Parties hereto that (without prejudice to any rights which shall have accrued hereunder to either Party) neither Party shall be entitled to receive any payment from the other Party by way of compensation, howsoever, in respect of the termination of this Agreement.
13.6    Upon a Party's receipt or service of a termination notice (as the case may be):
(A)    the Sub-distributor shall not accept any further applications from Clients in respect of the purchase or subscription of Units and shall process any application already accepted from the Clients as soon as practicable;
(B)    the Distributor shall furnish to the Sub-distributor a final statement of commissions and fees for the period up to and including the effective date of termination; and
(C)    the Distributor shall procure any outstanding fees payable to the Sub-distributor under this Agreement to be paid as soon as practicable and thereafter the Parties, subject to Clauses 13.3 and 13.7, shall be released from all further obligations under this Agreement.
13.7    Clauses 10, 11, 13.4 and 16 will survive any termination of this Agreement.

14.    Notices
14.1    Any notice or other communication required to be given under this Agreement or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in the English language, be addressed as provided in Clause 14.2 and may be:
(A)    personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; 
(B)    if within Hong Kong, sent by pre-paid post, in which case it shall be deemed to have been given two (2) Business Days after the date of posting; 
(C)    if from or to any place outside Hong Kong, sent by pre-paid airmail or by air courier, in which case it shall be deemed to have been given seven (7) Business Days after the date of posting in the case of airmail or two (2) Business Days after delivery to the courier in the case of air courier; or
(D)    sent by email, in which case it shall be deemed given when it enters the recipient's email inbox (if sent after 17:00 on a Business Day or on non-Business Days, deemed given at 08.00 hours on the next Business Day).
14.2    The addresses and other contact details of the Parties referred to in Clause 14.1 shall be as agreed between the Parties from time to time. Each Party shall promptly notify the other Party in writing of any change to its address or contact details.
14.3    In proving service of any notice it shall be sufficient to prove:
(A)    in the case of a notice personally delivered that it was declined to or left at the specified address;
(B)    in the case of a notice sent by post that such notice was properly addressed, stamped and placed in the post;
(C)    in the case of a notice sent by airmail that such notice was properly addressed, stamped and placed in the post for airmail delivery;
(D)    in the case of a notice sent by air courier that it was delivered to a representative of the courier; and
(E)    in the case of a notice sent by email that it was duly sent to the specified email address and a system delivery confirmation was generated.

15.    General Provisions
15.1    This Agreement constitutes the entire agreement between the Pparties pertaining to the subject matter hereof and all prior agreements, understandings, negotiations, representations and warranties between the Parties with respect to the subject matter hereof are hereby superseded.
15.2    The Distributor shall have absolute rights to amend this Agreement from time to time. An amendment notice and the revised Agreement (or relevant amended document) will be posted on the Distributor’s website. The Sub-distributor should visit the website from time to time to obtain the latest version and read the terms thereof. Such amendment shall be deemed as effective and incorporated herein (and shall form part of this Agreement) on the date of publication of such amendment notice or such other date as specified in the amendment notice. Sub-distributor who objects to the amendment will be given an opt-out option to terminate this Agreement and should send written objection notice to HBL within fourteen (14) Business Days after the publication of such amendment notice on the website, failing which it shall be deemed an acceptance of such amendment.
15.3    Each Party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of this Agreement.
15.4    Nothing in this Agreement shall operate to establish a joint venture or partnership of any kind between the Parties and does not authorise any Party to: 
(A)    act with respect to any other Party as an adviser, fund manager, or general agent; or 
(B)    give any representation, make any commitment or enter into any contract or other agreement on behalf of any other Party except as specifically provided in this Agreement.
15.5    Neither Party shall without the prior written consent of the other Party assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.
15.6    The failure of a Party at any time to require performance of any provision of this Agreement shall not affect its right at any time to enforce the same. No waiver by a Party of any condition or of any breach of this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver in other instances or a waiver of any other matter.
15.7    If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable, that term or provision or part shall to such extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected thereby.
15.8    Except as expressly provided for in this Agreement, no person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce any term of this Agreement. Notwithstanding any provision of this Agreement, the rights of the Parties to terminate, rescind or agree on any variation, waiver or settlement under this Agreement are not subject to the consent of any third party at any time.
15.9    Subject to Clause 15.10, each Party (the "Affected Party") will not be liable for any losses suffered by the other Party where such losses are caused by its inability to perform any part of this Agreement due to circumstances beyond the Affected Party's reasonable control or resulting from the general risks of investment, including, but not limited to: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking and securities industry including changes in market rules, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action (the "Force Majeure Events"). Without prejudice to each Party's right to terminate this Agreement under clause 13.2, both parties agree that, when it is applicable, they shall use all reasonable endeavours to remove, overcome or minimize the effects of the Force Majeure Events as quickly as possible, and each other Party shall cooperate and give such assistance as one Party reasonably requested in connection with the Force Majeure Events.
15.10    The Affected Party seeking to rely on Clause 15.9 shall give written notice to the other Party stating the Force Majeure Event relied on and how it has caused it to be unable to perform this Agreement as soon as it is reasonably practicable for it to do so.

16.    Governing Law, Jurisdiction and Dispute Resolution
16.1    This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong and the Parties to this Agreement submit to the non-exclusive jurisdiction of the courts of Hong Kong for the purpose of seeking interim or provisional relief only.
16.2    Any dispute, controversy or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.