MJ Hudson Fund Management Solutions – Terms of Business

1. Background

These Terms apply to all services provided by MJ Hudson Advisers Limited and MJ Hudson Fund Management Limited (“us” or “we”) to its clients (“you”), except to the extent that they are inconsistent with other relevant agreements.
If any of our Terms change in any material respect we will inform you in writing.

2. Regulatory status

We are authorised and regulated by the FCA and are subject to FSMA as well as to rules and regulations imposed by the FCA and others. You agree that our duties to you will not restrict our freedom to take all the steps which we consider to be necessary to comply with the laws, rules and regulations applicable to us.

3. Provision of information and announcements

You will provide us with all relevant information relating to you and related entities (including any investment fund and any management and advisory group) and in particular all information that we may need in order to comply with regulatory requirements and provide services to you.

You undertake that you will, at all times, keep us fully informed of all actions, strategies, developments and discussions materially relevant to our services being provided to you.

4. Sub-contractors and sub-agents

Subject to your prior written approval, we may use sub-contractors or sub-agents to provide services to you. Such sub-contractors or sub-agents will have all necessary authorisations. The fees payable to any such sub-contractors or sub-agents shall be our responsibility.

5. Confidentiality

The terms of our agreements with you are confidential and may not be disclosed to any third party without the other party’s prior written consent. You may disclose such agreements to your legal counsel or other party who would require such disclosure in order to assist you with your role and responsibilities under the agreements.

You agree that any advice given by us or any communication from us to you, including the content of our agreements, is provided solely for the purposes of providing the relevant services to you and may not be used, circulated, quoted, referred to or otherwise relied on for any other purpose or disclosed to any other person without our prior written consent (save as otherwise permitted herein).

If requested or required to do so, we may disclose any information known to us and/or produce any documents relating to your business or affairs to any governmental or regulatory agency or authority having jurisdiction over you or us (whether in the United Kingdom or elsewhere). Unless we are not permitted to do so, we will notify you and co-operate with you regarding the timing and content of such disclosure and any action which you may reasonably wish to take to challenge the validity of such request or requirement.

Neither party will make any announcement mentioning the other party, without the prior written consent of the other party, as to both content and form.

We will not be responsible for maintaining the confidentiality of your information or protecting your intellectual property if we provide or present such information to investors or other persons at your request.

6. Data Protection

Please note that our privacy policy (“Privacy Policy”), which details all information that we must provide you pursuant to applicable data legislation including the General Data Protection Regulation ((EU) 2016/679) (“Data Protection Legislation”), can be found at this webpage: https://www.mjhudson.com/group-privacy-policy/. Defined terms used below have the same meaning as given in the Privacy Policy. You should inform yourself of the entirety of the terms of the Privacy Policy and protections that it affords.

If you or others on your behalf give us any Personal Data about another person, you take full responsibility for complying with any relevant Data Protection Legislation which apply to the provision of that information to us, and to our use of such information, as explained in these Terms. To that end, by signing our engagement letter or Agreement, you represent and warrant that: (a) you comply and will continue to comply with the Data Protection Legislation and any other data protection legislation applicable to you; (b) all Personal Data that you provide or make available to us pursuant to these Terms has been lawfully obtained in accordance with applicable Data Protection Legislation and can be lawfully disclosed and transferred to us for the purposes envisaged by these Terms, our Privacy Policy and for any other agreed purposes; and (c) all relevant third parties, including but not limited to Data Subjects, will be provided with a copy of the Privacy Policy and informed that we and any relevant sub-contractors shall be Processing their Personal Data for the agreed purposes.

7. Conflicts of interests

We are indirect subsidiary companies of MJ Hudson Holdings Limited (“MJH Group”) and you acknowledge that other subsidiaries in MJH Group (including a law firm) might also provide services to you. We and other subsidiaries in MJH Group have clients that might compete with you and your investment strategies. It is therefore possible that our directors, officers, employees and agents may have interests, relationships and/or duties which conflict with your interests and would otherwise conflict with duties owed by us to you in relation to our appointment under this letter (“Conflicts”).

You agree that:

    • Our personnel who are assigned to you may be unaware of, and may disregard any Conflicts.
    • We may act for you despite any Conflicts, which you specifically waive, and may retain any remuneration we earn from Conflicts.
    • We do not have a duty to disclose to you, or to make use for your benefit of, any information (even if it relates to you or our services to you) which comes to our notice or to the notice of anyone else in the MJH Group which belongs to or is confidential to any other person.

8. Service Levels

If you would like to talk to us about how we could improve our service to you or you are in any way dissatisfied with the service you are receiving from us, please let us know by contacting the individual responsible for that aspect of our service to You. If you would prefer to raise the matter, or to discuss its proposed resolution, with someone other than that individual please contact our Director, Will Roxburgh.

9. Assignment

Our agreements are personal to the parties and the rights and obligations of the parties may not be assigned or otherwise transferred without the prior written consent of the other party, which cannot be unreasonably withheld or delayed.

10. Rights of Third Parties

Nothing in our agreements shall confer any rights on any third party. For the avoidance of doubt, any rights conferred on third parties pursuant to the Contracts (Rights of Third Parties) Act 1999 shall be excluded.

11. Severability

Each provision in this letter is severable and if any provision is or becomes invalid or unenforceable or contravenes any applicable regulations or laws, the remaining provisions will not be affected.

12. Force Majeure

Neither of us shall be liable for any delays or failures to perform due to causes beyond our reasonable control.

13. Notices and other communications

Any formal notice, document or other communication required or permitted to be given or made under this letter shall be in writing sent by recorded delivery, personal delivery or facsimile and shall be addressed as provided below and, if so addressed, shall be deemed duly given or made as set out below.

Our notice details are:
Address: 8 Old Jewry, London, EC2R 8DN
Email: will.roxburgh@mjhudson.com
Attention: Will Roxburgh, Director

We shall use such notice details as have been specified on our agreements with you.

Notice will be deemed given or made and effective in the case of recorded delivery or personal delivery, on delivery to the address of the relevant party set out above and in the case of facsimiles on confirmation of transmission to the facsimile number (if any) of the relevant party set out above.

Each party may change its address, addressee, or facsimile for notice hereunder by giving the other party notice of such change pursuant to the provisions of this section.

Our normal method of communicating is by original letter sent by normal postal or, where appropriate, courier services. Where the matter is one which justifies the method of communication, or is specifically requested, we will communicate by fax.
Our clients often prefer to communicate by electronic mail (“e-mail”) even though it may carry the risk of misdirection or non-delivery of confidential material. We will communicate with you by e-mail except in any specific circumstances where you request this not to occur, on the understanding that both parties accept the inherent risks and that it is each party’s responsibility to perform any virus checks on the integrity of data and attachments, by whatever electronic medium they are received.

14. Consents and approvals

You agree to inform us of any material consents and approvals of any governmental or other regulatory body or authority which may be necessary to enable you to receive the Services and to use your reasonable endeavours to obtain and maintain these (and comply with any relevant terms and conditions attaching to them) when and as needed.

We agree to obtain and maintain all material consents and approvals etc. of any governmental or other regulatory body or authority which may be necessary to enable us to provide the services and comply with any related terms and conditions.

15. Governing Law and jurisdiction

The terms of our agreements shall be governed by and construed in accordance with English law. You hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16. Other

You and we will comply with all applicable legal and regulatory provisions in the United Kingdom and any relevant overseas territories.

We do not provide legal, regulatory, tax, accounting, pricing, audit advice or insurance advice.

Nothing in our agreements or any correspondence between us is intended to create a legal partnership between us and you as defined by the Partnership Act 1890 or otherwise.