4. FUENTES Y RECURSOS ELECTRÓNICOS
4.2 Webgrafía
I.
Although the Company is now authorised in Luxembourg as a UCITS under the 2010 Law and the Prospectus has been updated to incorporate new investment restrictions, for as long as the Company and the sub-funds remain authorised by the Securities and Futures Commission ("SFC") in Hong Kong and unless otherwise approved by the SFC, the Management Company confirms its intention to operate the sub-funds authorised in Hong Kong (other than the sub-funds exercising the wider derivatives powers as indicated in the relevant investment objective of such sub-funds) in accordance with the investment principles of chapter 7 of the Hong Kong code on unit trusts and mutual funds and to comply with any other requirements or conditions imposed by the SFC in respect of the relevant sub-funds.For as long as the Company and the sub-funds remain authorised by the SFC, the Management Company may not obtain a rebate on any fees or charges levied by an underlying scheme or its management company.
Unless otherwise indicated in the investment objective of a sub-fund in Section 3.2. "Sub-Fund Details", investments in China A-shares and B-shares dealt in on the stock exchanges in China (excluding Hong Kong) shall not exceed 10% of the net asset value of the sub-fund (including indirect exposure.) At least one month' prior notice will be given to relevant shareholders before any increase in exposure to China A-shares and B-shares can be made.
II.
In order for the following sub-funds to claim eligibility to the French "Plan d'Epargne en Actions" and as long as they are registered with the Autorité des Marchés Financiersin France, the additional restriction, that for each sub-fund, the total amount invested in Equity or Equity-equivalent securities (as defined by art. L- 221-31 of the French Monetary and Financial Code, § I- 1°, a, b and c), which have their registered office in a country member of:the EU; or
the European Economic Area provided that the said country has concluded with France a bilateral tax cooperation agreement with a clause of administrative assistance aiming at fighting against tax fraud or evasion;
will be not less than 75% at any point in time for the following sub-funds: Euroland Equity;
Euroland Equity Smaller Companies; European Equity;
UK Equity.
The definition given by art. L- 221-31 of the French Monetary and Financial Code, § I-1°, a, b and c, excludes equities or equity-equivalent securities issued by corporates which are not subject to corporate tax at the normal rate applying in their home country, and which in particular excludes shares of listed real estate corporates ("SIIC" -sociétés d'investissements immobiliers cotées").
The annual and semi-annual reports of the Company will mention the actual percentage invested in the above mentioned securities for those sub-funds.
III.
Shares of the Company may not be offered or sold for sale or sold to any "U.S. Person within the meaning of the Articles of Incorporation, i.e. a citizen or resident of the United States of America (the "United States"), a partnership organised or existing under the laws of any state, territory or possession of the United States, or a corporation organised or existing under the laws of the United States or of any state, territory or possession thereof, or any estate or trust, other than an estate or trust the income of which from sources outside the United States is not includible in gross income for purposes of computing United States income tax payable by it)
.Any Shareholders or beneficial owner of Shares identified as US Persons under the above definition will be prevented from switching between sub-funds/share classes within a sub-fund and making additional investments. Any switch shall be treated as redemption followed by a subscription. The subscription shall be refused. Appropriate information shall be provided the relevant person.
Shares of the Company may not be offered or sold to any other "U.S. Person" (an "Other USP"). For the purposes of this restriction, the term Other USP shall mean the following:
1. An individual who is deemed a resident of the U.S. under any U.S. law or regulation 2. An entity:
i. that is a corporation, partnership, limited liability company or other business entity:
a. that was created or organized under U.S. federal or state law including any non-U.S. agency or branch of such entity; or
b. where regardless of place of formation or organization, was organized principally for passive investment (such as an investment company or fund or similar entity other than an employee benefit plan or employee pension scheme for the employees, officers, or principals of a non-U.S. entity having its principal place of business outside the United States);
and owned directly or indirectly by one or more Other USPs, with respect to which such Other USPs (unless defined as a Qualified Eligible Person under CFTC Regulation 4.7(a)) directly or indirectly hold in the aggregate 10% or greater beneficial interest; or
where an Other USP is the general partner, managing member, managing director or other position with authority for directing the entity's activities; or
was formed by or for an Other USP principally for the purpose of investing in securities not registered with the SEC; or
where more than 50% of its voting ownership interests or non-voting ownership interests are directly or indirectly owned by Other USPs; or
c. that is any agency or branch of a non-U.S. entity located in the U.S.; or d. has its principal place of business in the U.S.; or
ii. that is a trust created or organized under U.S. federal or state law or regardless of the place of creation or organization;
a. where one or more Other USPs has the authority to control all substantial decisions of the trust; or
b. where the administration of the trust or its formation documents are subject to the supervision of one or more U.S. courts: or
c. where any settlor, founder, trustee, or other person responsible for decisions related to the trust is an Other USP; or
iii. that is an estate of a deceased person regardless of where the person resided while alive where an executor or administrator is an Other USP.
3. An employee benefit plan established and administered in accordance with the laws of the U.S.
4. A discretionary or non-discretionary investment account or similar account (other than an estate or trust) held by a non- U.S. or U.S. dealer or other fiduciary for the benefit or account of an Other USP (as defined above).
For the purpose of this definition, the "United States" and "U.S." means the United States of America (including the States and the District of Columbia), its territories, possessions and other areas of subject to its jurisdiction."
If, subsequent to a shareholder's investment in the Company, the shareholder becomes an Other USP, such shareholder (i) will be restricted from making any additional investments in the Company and (ii) as soon as practicable have its shares compulsorily redeemed by the Company (subject to the requirements of the Articles of Incorporation and the applicable law). The Company may, from time to time, waive or modify the above restrictions.
IV.
The shares described in this Prospectus may only be distributed in Canada through HSBC Global Asset Management (Canada) Limited, and this Prospectus may not be used to solicit, and will not constitute a solicitation of, an offer to buy shares in Canada unless such solicitation is made by HSBC Global Asset Management (Canada) Limited. A distribution or solicitation may be deemed to occur in Canada where a distribution or solicitation is made to a person (including an individual, corporation, trust, partnership or other entity, or other legal person) resident or otherwise located in Canada at the applicable time. For these purposes, the following persons will generally be considered to be a Canadian resident:1. An individual, if
i. the individual's primary principal residence is located in Canada; or
ii. the individual is physically located in Canada at the time of the offer, sale or other relevant activity. 2. A corporation, if
i. the corporation's head office or principal office is located in Canada; or
ii. securities of the corporation that entitle the holder to elect a majority of the directors are held by Canadian Resident individuals (as described above) or by legal persons resident or otherwise located in Canada; or
iii. the individuals that make investment decisions or provide instructions on behalf of the corporation are Canadian Resident individuals (as described above).
3. A trust, if
i. the principal office of the trust (if any) is located in Canada; or
ii. the trustee (or in the case of multiple trustees, the majority of trustees) are Canadian Resident individuals (as described above) or are legal persons resident or otherwise located in Canada; or
iii. the individuals that make investment decisions or provide instructions on behalf of the trust are Canadian Resident individuals (as described above).
4. A partnership, if
i. the partnership's head office or principal office (if any) is located in Canada; or
ii. the holders of the majority of the interests of or in the partnership are held by Canadian Residents (as described above); or
iii. the general partner (if any) is a Canadian Resident (as described above); or
iv. the individuals that make investment decisions or provide instructions on behalf of the partnership are Canadian Resident individuals (as described above).
V.
The Company is authorized and regulated in the Grand Duchy of Luxembourg. HSBC Holding Plc ("HSBC") is the parent company of a number of affiliates involved in the management, investment management and distribution of the Company. HSBC is regulated by the Federal Reserve in the United States as a Financial Holding Company ("FHC") under the Bank Holding Company Act (and its associated the rules and regulations) (the "BHCA"). As an FHC, the activities of HSBC and its affiliates are subject to certain restrictions imposed by the BHCA.Although HSBC does not own a majority of the Shares of the Company, the relationship with HSBC means that HSBC may be deemed to "control" the Company within the meaning of the BHCA. Investors should note that certain operations of the Company, including its investments and transactions, may therefore be restricted in order to comply with the BHCA.
For example, in order to comply with the BHCA a sub-fund may be: (i) restricted in its ability to make certain investments; (ii) restricted in the size of certain investments ,
(iii) subject to a maximum holding period on some or all of its investments; and/or (iv) required to liquidate certain of its investments.
In addition, certain investment transactions made between the Company and the Investment Advisers, the Board of Directors, HSBC and their affiliates may be restricted.
Any actions required pursuant to the BHCA will be executed in compliance with applicable law and in a manner consistent with the best interests of the shareholders of each sub-fund. Investors should also refer to Section 2.17 "Conflicts of Interest" below. There can be no assurance that the bank regulatory requirements applicable to HSBC and/or indirectly to the Company, will not change, or that any such change will not have a material adverse effect on the investments and/or investment performance of
the sub-funds. Subject to applicable law, HSBC and the Company may in the future, undertake such actions as they deem reasonably necessary (consistent with ensuring any actions remain in the best interests of the shareholders of the sub-funds) in order to reduce or eliminate the impact or applicability of any bank regulatory restrictions on the Company and its sub-funds.