Common use of Appointment as Sub-Advisor Clause in Contracts

Appointment as Sub-Advisor. (a) The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor Assets, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor agrees to exercise the same degree of skill, care and diligence expected of a fiduciary in performing its services under this Agreement that a prudent manager would exercise under the circumstances. (b) The Sub-Advisor is authorized and regulated in the conduct of its investment business by the Financial Conduct Authority of the United Kingdom (the “FCA”) whose contact address is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (or such address provided from time to time at ▇▇▇.▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇). Certain provisions proscribed by the FCA’s Handbook of Rules and Guidance as published by the FCA (the “FCA Rules”) are set out in the Agreement. Notwithstanding anything herein to the contrary, to the extent that there is deemed to be a conflict as between the FCA Rules and the US federal laws, rules and regulations applicable to a Fund and the Sub-Advisor’s duties hereunder, it is the responsibility of the Sub-Advisor to manage and resolve such conflict, and the Sub-Advisor acknowledges that the relevant US federal laws, rules and regulations shall be deemed to apply in all such cases.