Holding Restrictions – Investment Funds – Finland
Restrictions on customers
For investment funds established under the Finnish Act on Mutual Funds, ultimate beneficial owners who are Finnish investors are not allowed to hold such mutual funds on the register market through CBL. This restriction applies to all Finnish persons or entities regardless of their current place of residency. Finnish CBL customers are allowed to use CBL nominee services to invest in Finnish funds provided that the ultimate beneficial owners are not Finnish. It is the responsibility of the customer to ensure compliance with the restriction.
Certain funds may impose other specific restrictions on investor domicile. Customers must refer to and abide by restrictions (if any) contained in the fund prospectus before entering into transactions.
Finnish law does not contain restrictions on the residency of the limited partner in the limited partnership company. However, some limited partnership agreements may restrict nominee holdings and may contain restrictions on the residency of the ultimate beneficial owner as their limited partner. Customers must refer to and abide by restrictions (if any) contained in the fund prospectus and partnership agreements before entering into transactions.
Restrictions on U.S. persons
According to some nominee agreements signed with the fund managers, customers are advised that units of the funds must not be, directly or indirectly, marketed to, offered to, subscribed for, or purchased on behalf of U.S. Persons. Should customer become aware of any investor having subscribed to the units of the Finnish funds qualify as U.S. Persons, customer undertakes to inform CBL thereof without any delay.
Customers are advised that the Finnish fund manager reserves the right to reverse such subscriptions and reserves the right to reclaim any subscription fees and remuneration paid out or credited in connection with fund units for whom the subscriber is subsequently identified to be a U.S. Person.
Please refer to the List of fund managers, which will be only visible in the Attachments section of the “Market Specifications – Investment Funds – Finland page if logged in as a Premium User.
The term “U.S. Person” means “U.S. Person” as defined in the Prospectus of the Funds from time to time based on definition of “U.S. Person” on Rule 902 of Regulation S, and does not include any “Non-United States person” as used in Rule 4.7 under the U.S. Commodity Exchange Act, as amended.
Restrictions on settlement
Customers are advised that internal transfer between two accounts within CBL is not allowed. Customers need to instruct CBL to make the transfer through the fund manager / transfer agent. Certain funds may impose other settlement or transfer restrictions. Customers must refer to and abide by restrictions (if any) contained in the fund prospectus before entering into transactions.
Restrictions on non-financial rights
Pursuant to Section 57 e of the Act on Mutual Funds, a nominee can only exercise financial rights such as subscriptions, redemptions and dividend entitlements. A nominee managing fund units has no right to participate in the General Meeting of the unitholders, and no certificate of participation is issued for fund units entered in the name of the nominees. Therefore, customers cannot exercise their voting rights through CBL.
The information contained in the Holding Restrictions is based on the legal opinion obtained by CBL that was issued on 21 August 2018 and the nominee agreements entered into with the fund managers. CBL believes the information to be correct as of that date but disclaims any responsibility as to the accuracy and completeness of the information after that date. In the case of discrepancy between the information provided by CBL and the local laws and regulations, the latter shall prevail. The Holding Restrictions do not constitute legal advice and customers should seek advice from independent professional counsel.
Customers are responsible for ensuring compliance with the holding restrictions and agree to indemnify and hold harmless, CBL, for any loss, expense, liability, damage or claims, whether direct or indirect, against or incurred by CBL arising out of or resulting from such non-compliance.