Common use of Instructions and Communications Clause in Contracts

Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s recordings shall be and remain the Sub-adviser’s sole property. (e) In the interests of the proper management and administration of each Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s policies, including its best execution and conflicts of interest policies and procedures, and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 3 contracts

Samples: Sub Advisory Agreement (HSBC Funds), Sub Advisory Agreement (HSBC Funds), Sub Advisory Agreement (HSBC Funds)

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Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section clause 18 below applies) will be acknowledged by the Sub-adviser Adviser acting upon them unless the Manager is promptly advised that the Sub-adviser Adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser Adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized authorised to instruct the Sub-adviser Adviser in respect of each Fund and, subject to Annex BSchedule 1, by whatever means transmitted and, unless the Sub-adviser Adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser Adviser by the Manager under the Sub-advisory Agreement must comply with Annex B Schedule 1 and, where applicable, shall be sent to the Sub-adviserAdviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviserAdviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser Adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviserAdviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviserAdviser’s recordings shall be and remain the Sub-adviserAdviser’s sole property. (e) In the interests of the proper management and administration of each Fund and in order to bring new products or services of the Sub-adviser Adviser or affiliates Associates to the attention of the Manager, the Sub-adviserAdviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser Adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviserAdviser’s policies, including its best execution it’s “Execution Policy” and conflicts “Conflict of interest policies and procedures, Interests Policy” and information about the nature of risks of investments by posting such information on the Sub-adviserAdviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser Adviser to the Manager shall be sent to the last address notified to the Sub-adviser Adviser by the Manager.

Appears in 3 contracts

Samples: Sub Advisory Agreement (HSBC Funds), Sub Advisory Agreement (HSBC Funds), Sub Advisory Agreement (HSBC Investor Funds)

Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s 's contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s 's policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s 's recordings shall be and remain the Sub-adviser’s 's sole property. (e) In the interests of the proper management and administration of each Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s 's policies, including its best execution and conflicts of interest policies and procedures, and information about the nature of risks of investments by posting such information on the Sub-adviser’s ' s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 1 contract

Samples: Sub Advisory Agreement (HSBC Funds)

Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s recordings shall be and remain the Sub-adviser’s sole property. (e) In the interests of the proper management and administration of each Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s policies, including its best execution “Execution Policy” and conflicts “Conflict of interest policies and procedures, Interests Policy” and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 1 contract

Samples: Sub Advisory Agreement (HSBC Funds)

Instructions and Communications. 6.1 BOW may act on or take into account requests or instructions from the Entity or Client or any Person whom it reasonably believes to be authorised and may, where it appears reasonable, delay or not act upon a request or instruction, and shall not be liable for the consequences of any such delay or refusal. In particular, BOW may, for instance if it is suspicious of any transaction or activity and/or if it has filed or is considering filing a Suspicious Activity Report, or pursuant to an official request, and/or in any other case where it appears reasonable, refuse to perform an action. In such a case, BOW will not be responsible for any cost, loss or damage caused through any delay in the receipt of instructions or communications or any interception of instructions or communications by unauthorised third parties; (a) Instructions from BOW shall be under no duty to inform or explain to the Manager (other than instructions to amend the Sub-advisory AgreementClient, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation.its refusal; (b) The Sub-adviser may rely and act on any instruction or communication which purports the Client will use its best endeavours to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by procure that the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated.Entity makes no claim for damages against BOW; (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and Client itself will take effect upon its actual receiptmake no such claim. (d) In order 6.2 The Client will be assigned an administrator who will have day-to-day responsibility for the Client/Entity, and a director who will have overall supervision and responsibility for the Client/Entity. Instructions for request should, as a preference, be directed towards one of them, but communications to assist any other director will be dealt with. It is expected that a good working relationship will develop between the Sub-adviser in monitoring compliance with Client and the relevant rules of conduct Administrator and to avoid misunderstandings, it is the Sub-adviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s recordings shall be and remain the Sub-adviser’s sole propertyDirector. (e) In the interests of the proper management and administration of each Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or 6.3 BOW will communicate with the Manager by telephone, email or personal visit or otherwise communicate with Client and Entity to the Manager without express invitationcurrent addresses provided to BOW. The Manager consents Client should bear in mind that communication by e-mail or other electronic media does have risks both in terms of security (which may lead to such communicationsloss of privilege) and viruses. The Client will keep BOW informed of the address at which it should be contacted and will keep BOW informed of any change of address. 6.4 Requests or instructions should, unless in an emergency, be conveyed to BOW in writing (f) The Manager confirms that it has regular access to the internet and consents to the Sube-adviser providing it with informationmail, includingfax or letter), without limitation information about the services under the Sub-advisory Agreementrather than orally. If conveyed orally, information about amendments to the Sub-adviser’s policies, including its best execution and conflicts of interest policies and procedures, and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address written confirmation must follow as may be notified to the Manager from time to timequickly as possible. All other written communications by the Sub-adviser to the Manager BOW shall be sent entitled to assume that a communication comes from its purported sender and shall not be liable for the last address notified consequences should this prove not to be the Sub-adviser by case. 6.5 If BOW is unable to obtain reasonable instructions or guidance from the ManagerClient or Entity, it shall take such action as it considers fit and shall not be liable for the consequences.

Appears in 1 contract

Samples: Terms and Conditions

Instructions and Communications. (a) 21.1 Instructions from the Manager Client (other than instructions to amend the Sub-advisory Agreement, to which Section 18 clause 31 below applies) will be acknowledged by the Sub-adviser Manager acting upon them unless the Manager Client is promptly advised that the Sub-adviser Manager believes such action may not be practicable or might involve any party in a breach of any law, rule or regulationApplicable Regulations. (b) 21.2 The Sub-adviser may Manager may, after taking all reasonable steps to authenticate or attempt to authenticate the instruction, rely and act on any instruction or communication which is given or purports to have been be given (and which is reasonably accepted as having been given or purports to have been given) by the Client as an Authorised Signatory, including any instructions received via facsimile subject to clause 21.3 below. Unless the Manager and Client agree otherwise all instructions must be given in writing. For the avoidance of doubt, the Manager shall not accept any instruction or communication provided via email, until the Manager receives a copy of the same signed by an Authorised Signatory (either by post or facsimile). 21.3 The Manager shall not be obliged to act on oral instructions. In the absence of negligence on the part of the Manager, the Manager shall not be liable for any actions taken or omitted to be taken in good faith pursuant to any instruction from the Client. 21.4 Subject to clause 21.2, in consideration of the Manager, with due course acting upon an unauthenticated facsimile instruction relating to any third party or by a particular method the Client hereby agrees to: (a) indemnify the Manager and keep the Manager indemnified from and against all reasonable claims, actions, demands, liabilities, costs, charges, damages, losses, expenses and consequences of whatever nature arising directly from or preferred against the Client or that the Client may suffer, incur or sustain by reason of or on behalf account of any person notified by the Manager, in good faith, having so acted whether wrongly or mistakenly or not, or of the Manager from time failing to time as being authorized act wholly or in part in accordance with such instructions; (b) agree not to instruct make any claim against the Sub-adviser Manager by reason of or on account of the Manager, in respect good faith, having so acted or the Manager having acted wrongly or mistakenly or of each Fund and, subject the Manager's failure to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether act wholly or not the authority of any in part accordance with such person shall have been terminated.instructions; (c) Subject agree that in the event that the Manager receives any ambiguous or conflicting instructions regarding the Client holding(s), the Manager shall take all reasonable steps to (b) above, resolve the conflict in the instruction and in any instruction event reserves the right to act or communication decline to be given act as the Manager sees fit without incurring any liability to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt.Client; (d) In order to assist for the Sub-adviser in monitoring compliance with the relevant rules avoidance of conduct and to avoid misunderstandings, doubt it is hereby agreed and declared that references to the Sub-adviser’s policy Manager in this schedule shall include references to tape record telephone calls to officers, servants, agents and from clients and counterparties. The Sub-adviser’s recordings shall be and remain delegates of the Sub-adviser’s sole property.Manager; and (e) any indemnity expressly given to the Manager in this clause is in addition to and without prejudice to any indemnity allowed by law and shall survive termination of this Agreement. 21.5 Subject to clause 21, advice may be given by the Manager in such manner as agreed with the Client or as the Manager thinks fit. 21.6 Telephone conversations with the Client may be recorded by the Manager and may, to the extent permitted by law, be used in evidence. 21.7 In the interests of the proper management and administration of each Fund the Portfolio and in order to bring new products or and services of the Sub-adviser Manager or affiliates its Associates to the attention of the Client, the Manager, the Sub-adviser, its Associates or any of their respective representatives or employees, employees may wish to call upon or communicate with the Manager Client by telephone, email or personal visit or otherwise communicate with the Manager Client without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s policies, including its best execution and conflicts of interest policies and procedures, and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 1 contract

Samples: Discretionary Investment Management Agreement

Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each the Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s 's contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s 's policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s 's recordings shall be and remain the Sub-adviser’s 's sole property. (e) In the interests of the proper management and administration of each the Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-Sub- adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s 's policies, including its best execution "Execution Policy" and conflicts "Conflict of interest policies and procedures, Interests Policy" and information about the nature of risks of investments by posting such information on the Sub-adviser’s 's website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 1 contract

Samples: Sub Advisory Agreement (HSBC Funds)

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Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each the Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminatedterminated . (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s recordings shall be and remain the Sub-adviser’s sole property. (e) In the interests of the proper management and administration of each the Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-Sub- adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s policies, including its best execution “Execution Policy” and conflicts “Conflict of interest policies and procedures, Interests Policy” and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 1 contract

Samples: Sub Advisory Agreement (HSBC Funds)

Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section section 18 below applies) will be acknowledged by the Sub-adviser Adviser acting upon them unless the Manager is promptly advised that the Sub-adviser Adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser Adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized authorised to instruct the Sub-adviser Adviser in respect of each the Fund and, subject to Annex B, and by whatever means transmitted and, unless the Sub-adviser Adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser Adviser by the Manager under the Sub-advisory Agreement must comply with Annex B andAgreement, where applicable, shall be sent to the Sub-adviser’s Adviser's contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviserAdviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser Adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s Adviser's policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s Adviser's recordings shall be and remain the Sub-adviser’s Adviser's sole property. (e) In the interests of the proper management and administration of each the Fund and in order to bring new products or services of the Sub-adviser Adviser or affiliates Associates to the attention of the Manager, the Sub-adviserAdviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser Adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s Adviser' s policies, including its best execution it's "Execution Policy" and conflicts "Conflict of interest policies and procedures, Interests Policy" and information about the nature of risks of investments by posting such information on the Sub-adviser’s Adviser' s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser Adviser to the Manager shall be sent to the last address notified to the Sub-adviser Adviser by the Manager.

Appears in 1 contract

Samples: Sub Advisory Agreement (HSBC Funds)

Instructions and Communications. (a) Instructions from 18.1 A list of the authorised signatories with authority to give instructions on behalf of the Client is set out in Schedule 6. 18.2 Any instruction or other communication given by the Client to the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below Condition 19 applies) will shall be acknowledged by the Sub-adviser Manager acting upon them it unless the Manager Client is promptly advised that the Sub-adviser Manager believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. In any event, the Manager shall comply with the Client's instructions in compliance with regulation 7(4), Investment Regulations. (b) The Sub-adviser 18.3 Subject to Condition 18.6 as to the means of transmission, the Manager may rely and act on any instruction or other communication which purports it reasonably believes to have been validly given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager Client from time to time as being authorized authorised to instruct the Sub-adviser Manager in respect of each the Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser Manager shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any 18.4 Any instruction or other communication to be given by the Client to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be in writing (and if sent by facsimile transmission shall be confirmed by immediate despatch of the original to the recipient) and sent to the Sub-adviser’s contact person and address stated therein referred to in Condition 18.6 (or otherwise as may notified to the Client by the Manager) and shall take effect at a time mutually agreed upon by the Client and the Manager. 18.5 Any advice or other communication to be notified given by the Manager to the Client shall be in writing (and if sent by facsimile transmission shall be confirmed by immediate despatch of the original to the recipient) and sent to the address referred to in Condition 18.6 (or otherwise as notified to the Manager by the Sub-adviserClient). 18.6 Any communication or notice to be given in writing between the parties under this Agreement may be delivered by hand, sent by first class post or facsimile transmission (but not by email) to the address of the individual named as being authorised to receive such communication or notice in Schedule 5, and will take effect upon its subject thereto shall be deemed to have been received as follows: (a) if delivery is by hand, on actual receipt.; (db) In order to assist the Sub-adviser in monitoring compliance with if delivery is by post, 48 hours after posting; (c) if delivery is by facsimile transmission, by close of business (being 5 pm on the relevant rules of conduct and to avoid misunderstandings, Working Day) on the same Working Day on which it is dispatched provided that if according to the Sub-adviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s recordings above rules the date of deemed receipt is not on a Working Day or the time of deemed receipt is after close of business on the date of delivery, the date of deemed receipt shall be the next following Working Day and remain the Sub-adviser’s sole property. (e) In the interests time of the proper management and administration of each Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s policies, including its best execution and conflicts of interest policies and procedures, and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager deemed receipt shall be sent to the last address notified to the Sub-adviser by the Manageropening of business on that Working Day.

Appears in 1 contract

Samples: Fund Management Services Agreement

Instructions and Communications. (a) Instructions from the Manager (other than instructions to amend the Sub-advisory Agreement, to which Section 18 below applies) will be acknowledged by the Sub-adviser acting upon them unless the Manager is promptly advised that the Sub-adviser believes such action may not be practicable or might involve any party in a breach of any law, rule or regulation. (b) The Sub-adviser may rely and act on any instruction or communication which purports to have been given (and which is reasonably accepted as having been given) by or on behalf of any person notified by the Manager from time to time as being authorized to instruct the Sub-adviser in respect of each the Fund and, subject to Annex B, by whatever means transmitted and, unless the Sub-adviser shall have received written notice to the contrary, whether or not the authority of any such person shall have been terminated. (c) Subject to (b) above, any instruction or communication to be given to the Sub-adviser by the Manager under the Sub-advisory Agreement must comply with Annex B and, where applicable, shall be sent to the Sub-adviser’s contact person and address stated therein (or otherwise as may be notified in writing to the Manager by the Sub-adviser) and will take effect upon its actual receipt. (d) In order to assist the Sub-adviser in monitoring compliance with the relevant rules of conduct and to avoid misunderstandings, it is the Sub-adviser’s policy to tape record telephone calls to and from clients and counterparties. The Sub-adviser’s recordings shall be and remain the Sub-adviser’s sole property. (e) In the interests of the proper management and administration of each the Fund and in order to bring new products or services of the Sub-adviser or affiliates to the attention of the Manager, the Sub-adviser, its representatives or employees, may wish to call upon or communicate with the Manager by telephone, email or personal visit or otherwise communicate with the Manager without express invitation. The Manager consents to such communications. (f) The Manager confirms that it has regular access to the internet and consents to the Sub-adviser providing it with information, including, without limitation information about the services under the Sub-advisory Agreement, information about amendments to the Sub-adviser’s policies, including its best execution “Execution Policy” and conflicts “Conflict of interest policies and procedures, Interests Policy” and information about the nature of risks of investments by posting such information on the Sub-adviser’s website at such address as may be notified to the Manager from time to time. All other written communications by the Sub-adviser to the Manager shall be sent to the last address notified to the Sub-adviser by the Manager.

Appears in 1 contract

Samples: Sub Advisory Agreement (HSBC Funds)

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