Agreement 8-2017 Adopting the Uniform Chart of Accounts for Investment Advisors and Investment Managers and Establishing Required Forms

REPUBLIC OF PANAMA
SUPERINTENDENCY OF THE SECURITIES MARKET
Agreement 8-2017
(December 27, 2017)
"Adopting the Uniform Chart of Accounts for Investment Advisors and Investment Managers, and establishing the forms that must be submitted by financial obligated entities supervised by the Superintendency of the Securities Market for the purposes of effective supervision."
(Modified by Agreement 1-2018 of May 2, 2018)

UNIFORM TEXT
THE BOARD OF DIRECTORS
In exercise of its legal powers and
CONSIDERING
That through Law 67 of September 1, 2011, the Superintendency of the Securities Market (hereinafter the "Superintendency") was created as an autonomous entity of the State, with legal personality, own assets, and administrative, budgetary, and financial independence, with exclusive competence to regulate and supervise issuers, investment companies, intermediaries, and other participants in the securities market in the Republic of Panama. That pursuant to Article 121 of Law 67 of 2011, the National Assembly issued the Uniform Text comprising Decree-Law 1 of 1999 and its reforming laws, and Title II of Law 67 of 2011, reformed by Law 12 of April 3, 2012, and Law 56 of October 2, 2012 (hereinafter the "Securities Market Law"). That in accordance with Article 3 of the Securities Market Law, the Superintendency's general objective shall be the regulation, supervision, and oversight of securities market activities developed in or from the Republic of Panama, promoting legal certainty for all market participants and guaranteeing transparency, with special protection of investors' rights. That Article 10 of the Securities Market Law empowers the Board of Directors to adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law. That Article 75 of the Securities Market Law (Uniform Text) establishes that investment advisors must keep their books, records, and other documents of operations in the manner prescribed by the Superintendency of the Securities Market. That in the same sense, Article 175 of the Securities Market Law (Uniform Text) establishes that registered investment companies shall keep their accounts, books, and records in accordance with the accounting norms and practices adopted by the Superintendency. Investment Companies shall conserve such accounts, books, and records for the period of time determined by the Superintendency, and these shall be available for inspection by the Superintendency. That in turn, Article 176 establishes the powers that the Superintendency has to establish administrative and operational requirements that registered investment companies must follow for the protection of the investing public. That Article 177 of the referenced legal excerpt establishes the obligation of registered investment companies to present reports and financial statements with the frequency established by the Superintendency. While the Superintendency does not establish otherwise, registered investment companies will present a report and semi-annual interim financial statements and an audited report and financial statements annually. That for its part, Article 189 of the Securities Market Law establishes that Investment Managers must present reports and financial statements to the Superintendency with the frequency established by the Superintendency, the market regulatory authority being required to establish the minimum content and form that such reports and financial statements must have. That Article 109 of
Law 67 of September 1, 2011, which adds Article 8-F to Law 10 of 1993, aims for the valuation of pension and retirement funds' assets to be daily and at market prices. Incorporating that for accounting purposes, administrators of pension and retirement funds shall be governed by the International Financial Reporting Standards (IFRS) applicable to the case, as determined by the Superintendency of the Securities Market, or in accordance with the prudential and technical norms issued by this regulatory authority. That through Agreement 8-2000 of May 22, 2000, the National Securities Commission, now the Superintendency of the Securities Market, adopted the norms applicable to the form and content of Financial Statements and other financial information that registered persons or those subject to reporting must periodically present to the Superintendency in accordance with the Securities Market Law, establishing the obligation to present such financial reports in accordance with the International Financial Reporting Standards (IFRS), or the denomination that the norms issued by the International Accounting Standards Board (International Accounting Standards Board) may have in the future. That through said regulatory agreement, the National Securities Commission, now the Superintendency of the Securities Market, adopted the principle established in IFRS, related to the fact that every intermediary must present financial information that allows users of financial statements and other financial reports to evaluate the nature and financial repercussions of the activities developed, as well as the economic environment in which it operates. That in working sessions of the Superintendency of the Securities Market, the need to adopt and use a Uniform Chart of Accounts (PUC) and the submission of reports, summaries, and Financial Statements structured under said Plan has been manifested, with the objective of having uniformity in the submission of financial information from investment advisors, investment managers, pension and retirement fund administrators, severance fund administrators, and investment companies and other funds registered and administered by them, subject to the regulation, supervision, and oversight of the Superintendency of the Securities Market, allowing transparency in accounting information, clarity, reliability, and comparability of operations for determined periods. That this Agreement has been submitted to the Public Consultation Procedure contained in Title XIV of the Securities Market Law, specifically in Articles 323 and following, whose term was from the fourth (4) to the twenty-fifth (25) of September 2017, as recorded in the public access file held in the offices of the Superintendency. That in virtue of the foregoing, the Board of Directors of the Superintendency of the Securities Market, in exercise of its legal powers; AGREES
ARTICLE FIRST: ADOPT the Uniform Chart of Accounts (PUC) for investment advisors, investment managers, pension and retirement fund administrators, severance fund administrators; subject to the regulation, supervision, and oversight of the Superintendency of the Securities Market.

Article 1. (Scope of Application).
The provisions of this Agreement shall be applicable to Investment Advisors, Investment Managers, Pension and Retirement Fund Administrators, and Severance Fund Administrators, subject to the regulation, supervision, and oversight of the Superintendency of the Securities Market.
Article 2. (Uniform Chart of Accounts).
The Uniform Chart of Accounts (PUC) aims for uniformity in the presentation and submission of financial information regarding operations, commercial activities, and transactions carried out by Investment Managers, Pension and Retirement Fund Administrators, and Severance Fund Administrators. In the case of Investment Advisors, its objective shall be uniformity in the presentation and submission of financial information regarding the Investment Advisor and its commercial activities or operations, achieving a higher level of transparency, clarity, reliability, and comparability of the information presented to the Superintendency. It is composed of the Catalog of Accounts, the Manual of the Uniform Chart of Accounts, and the Guidelines for the Transmission of Information through the Electronic System for the Submission of Information (SERI System); as well as any other instruction issued from time to time by circular by the Superintendency due to the good performance of the system. The Uniform Chart of Accounts may be modified through circulars in accordance with what is established in the Securities Market Law. In said circular, it will be established what the respective modification consists of and its entry into force to proceed with the corresponding adjustments. The Uniform Chart of Accounts (PUC) and its structure shall be mandatory for presentation and submission of financial information by investment advisors and investment managers. Classes, groups, accounts, or sub-accounts different from those adopted in the Uniform Chart of Accounts (PUC) issued by the Superintendency of the Securities Market may not be used. INFORMATIVE PARAGRAPH: The obligations stipulated in this agreement for Investment Managers shall be applicable to Securities Houses that have an Investment Manager license under the same trade name; the submission of financial and accounting information must be maintained and made under respective segregation, in order to effectively supervise the operations of both activities.
Article 3. (Modification of the Uniform Chart of Accounts).
The Superintendency of the Securities Market is empowered to reform, modify, suppress, or incorporate new accounts into the Uniform Chart of Accounts (PUC) through circulars signed by the Superintendent, in accordance with what is established in Article 14 of the Securities Market Law.
In cases where the adoption or incorporation of new accounts is required, a formal request may be submitted by the interested party and supported before the Superintendency of the Securities Market, so that it may be analyzed and, by virtue of the reasons exposed, proceed to the modification of the structure of the current Account Catalog. In case of modification to the Uniform Chart of Accounts (PUC), instructions will be issued through circulars, granting a corresponding adjustment period for its implementation.
Article 4. (Frequency and Deadline for Submission).
Investment Managers, Pension and Retirement Fund Administrators, and Severance Fund Administrators, through the validation of their Principal Executives or the Principal Executives of Investment Managers, as the case may be, must submit the Uniform Chart of Account monthly, no later than the fifteenth (15) day of the following month. In the case that the scheduled fifteenth (15) day for the submission of reports falls on a non-working day, it will be understood that the obligation must be fulfilled on the next working day. In the case of Investment Advisors, the Uniform Chart of Accounts must be submitted quarterly, no later than the twentieth (20) day of the following month, through the validation of their Principal Executives. In the case that the scheduled twentieth (20) day for the submission of reports falls on a non-working day, it will be understood that the obligation must be fulfilled on the next working day. The submission of information through the Electronic System for the Submission of Information (SERI) is understood to be made under oath, so said information must be true, certain, and timely, reflecting the reality of the operations and financial situation of the entity and its operations, in accordance with what is provided in the Securities Market Law.

Article 5. (Publicity of the Uniform Chart of Accounts).
The Superintendency of the Securities Market will keep the Uniform Chart of Accounts for Investment Advisors, Investment Managers, Pension and Retirement Fund Administrators, and Severance Fund Administrators updated on the official website of the institution, which will be understood to form an integral part of this Agreement.
Article 6. (Information Resubmission System).
In the event of making any correction or if there is any inconsistency in the submitted financial information, investment advisors, investment managers, pension and retirement fund administrators, and severance fund administrators will have a period of fifteen (15) business days once the mandatory deadline has passed; to send the corrected forms through the Electronic System for the Submission of Information (SERI); making the request to resubmit the information does not exempt from the sanction that may be imposed. Entities subject to regulation and supervision by the Superintendency must prepare a formal letter, previously requesting authorization to resend the specific form(s). The same will be presented physically, and depending on the matter, it must be directed to the Intermediaries Supervision Directorate or the Illicit Operations Prevention Directorate. Such letter must contain, at a minimum, the following:
a) Date of preparation of the request. b) Name or Nomenclature of the form. c) Period of the form to be resubmitted. d) Detailed justification, indicating the error committed and the changes contained in the new form. This explanation must contain, without limitation: (explanatory comparative table of transactions, registration, others, and their respective records) e) Name, ID/passport, signature, and email of the Principal Executive. The Superintendency will communicate with the petitioner, in order to proceed with the submission of the form(s) through the electronic platform. INFORMATIVE PARAGRAPH: Notwithstanding what is established in this article, the regulated and supervised entity, if it subsequently perceives any error or omission, has the obligation to correct and send the information or forms previously submitted, regardless of the deadline established as mandatory to submit the previously requested information.

Article 7. (Sanctions for Delay in the Presentation of Financial Information contained in the Uniform Chart of Accounts (PUC)).
The non-delivery, delay in submission, incomplete delivery, or even inconsistencies or imprecisions of the information contained in the Uniform Chart of Accounts (PUC) shall be governed in accordance with what is established in Executive Decree No. 126 of May 16, 2017 "Regulating Chapter II of the Sanctioning Procedure, of Title XII of the Uniform Text of Decree-Law 1 of July 8, 1999, and the Procedure for the Imposition of Sanctions for Infractions to Law 23 of 2015 and its regulation," including its present or future modifications, or any other regulation that may regulate the matter in the future. PARAGRAPH: In the event that due to causes attributable to force majeure or fortuitous event, the Investment Advisor, Investment Manager, Pension and Retirement Fund Administrators, and Severance Fund Administrators, who cannot perform the submission of the corresponding financial information through the Electronic System for the Submission of Information (SERI) and the financial reports contained in the Uniform Chart of Accounts (PUC), incurring in delay, must substantiate through email or formal communication, within a period not exceeding three (3) business days, the reason for which they incurred in non-compliance. In said communication, the opening of the Electronic System for the Submission of Information will be requested, in order to proceed with the submission of the corresponding financial information for the determined period. The form for the submission of the financial reports to be submitted is found on the official website of the institution, section "SERI".
ARTICLE SECOND: ADOPT respectively the following forms, which are mandatory for use by Securities Houses, Investment Advisors, Investment Managers, Pension and Retirement Fund Administrators, Severance Fund Administrators, Investment Companies, and Self-Administered Investment Companies, by virtue of what is established in Law 23 of April 27, 2015, which must be submitted to the Superintendency with the corresponding frequency, namely:

Form Name | Form Description | Submission Frequency --- | --- | --- Compliance F-1 | Risk Matrix of the Financial Obligated Entity. | Semi-annual. Must be submitted and updated no later than the 15th day of the month following the end of the semester.
Compliance F-2 | Beneficial Owner Information – (clients) of the Financial Obligated Entity | Semi-annual. Must be submitted or delivered no later than the 15th day of the month following the end of the semester.

The current form and its updates will be published on the official website of the Superintendency of the Securities Market; in case of modification, the Superintendency will instruct through circulars. In accordance with what is established in Law 23 of 2015, financial obligated entities will proceed to take reasonable measures to identify the beneficial owner using relevant information obtained from reliable sources. Entities with an Investment Manager License will be responsible for the submission and presentation of said forms for those investment companies under their administration. In the case of fund families, a single form must be presented with consolidated information on the companies that make up said fund family (under the fund-of-funds modality).

For the identification of the beneficial owner, pertinent actions must be taken to identify shareholders (quota holders) who possess a percentage equal to or greater than ten percent (10%) of the quotas in circulation. This requirement is exempted for those shares or participation quotas that are traded on stock exchanges or organized markets, participations of public companies or investment companies whose participants are international organizations, where the Republic of Panama is or is not a participant. The same exception will apply to investment companies whose participation quotas have been deposited in a local or international securities depository, or another financial intermediary, so that they remain subject to the indirect holding regime of the Securities Market Law. For the purposes of those entities that under the same trade name possess the Securities House License and Investment Advisor License, Form F-1 "Risk Matrix of the Financial Obligated Entity" must include comprehensively the risk factors inherent to the Securities House activity, in accordance with what is established in Agreement 6-2015 of August 19, 2015. Both Forms F-1 and F-2 must be presented for each of the financial obligated entities separately.
ARTICLE THIRD: ADD Article 5-A to Agreement 05-2016 of August 10, 2016 "Adopting the Uniform Chart of Accounts for Securities Houses regulated and supervised by the Superintendency of the Securities Market" which will read as follows:
In the event of needing to make any correction or if there is any inconsistency in the submitted financial information, securities houses, once the information has been sent through the Electronic System for the Submission of Information (SERI), will have a period of fifteen (15) business days once the mandatory deadline has passed to send the corrected forms through the Electronic System for the Submission of Information (SERI); making the request to resubmit the information does not exempt from the sanction that may be imposed. Securities houses must prepare a formal letter, previously requesting authorization to resend the specific form(s). The same will be presented physically, and depending on the matter, it may be directed to the Intermediaries Supervision Directorate or the Illicit Operations Prevention Directorate. Such letter must contain, at a minimum, the following:
a) Date of preparation of the request. b) Name or Nomenclature of the form. c) Period of the form to be resubmitted. d) Detailed justification, indicating the error committed and the changes contained in the new form. This explanation must contain, without limitation: (explanatory comparative table of transactions, registration, others, and their respective records) e) Name, ID/passport, signature, and email of the Principal Executive. The Superintendency will communicate with the petitioner, in order to proceed with the submission of the form(s) through the electronic platform. INFORMATIVE PARAGRAPH: Notwithstanding what is established in this article, the regulated and supervised entity, if it subsequently perceives any error or omission, has the obligation to correct and send the information or forms previously submitted, regardless of the deadline established as mandatory to submit the previously requested information.
ARTICLE FOURTH: The submission of financial information by Investment Advisors, Investment Managers, Pension and Retirement Fund Administrators, and Severance Fund Administrators, through the Electronic System for the Submission of Information (SERI) and the presentation of information through the

Uniform Chart of Accounts (PUC) does not replace the presentation of Interim and Audited Financial Statements, an obligation enshrined in Agreement 8-2000 of May 22, 2000 (Uniform Text) "By which the norms applicable to the form and content of Financial Statements and other financial information that registered persons or those subject to reporting must periodically present to the Superintendency according to Decree-Law 1 of July 8, 1999" are adopted.
ARTICLE FIFTH: (MODIFIER). This Agreement adds Article 5-A to Agreement 05-2016 of August 10, 2016. It adopts the forms "Compliance F-1" and "Compliance F-2", whose final versions are found on the official website of the Superintendency and form an integral part of this agreement.
ARTICLE SIXTH: (VALIDITY). This Agreement shall enter into force the day following its promulgation in the Official Gazette.
LEGAL BASIS: Uniform Text of the Securities Market Law, Law 10 of 1993, and Law 23 of April 27, 2015.
Given in the city of Panama, on the twenty-seventh (27) days

1 Modified by Article FIRST of Agreement 1-2018 of May 2, 2018.