Compilation of Securities Market Regulations - Modification of the Rules on Guarantees to be Provided by Supervised Entities and Sanctions for Non-Compliance — BCU — UY

1
Montevideo, May 29, 2025
Ref: COMPILATION OF SECURITIES MARKET REGULATIONS - MODIFICATION OF THE RULES ON GUARANTEES TO BE PROVIDED BY SUPERVISED ENTITIES AS WELL AS SANCTIONS IN CASE OF NON-COMPLIANCE.
The market is informed that the Superintendency of Financial Services adopted Resolution SSF No. 2025-220 on May 20, 2025.

JUAN PEDRO CANTERA
Superintendent of Financial Services

2025-50-1-00603
Diagonal Fabini 777 - C.P. 11100 - Tel.: (598 2) 1967 - Montevideo, Uruguay - www.bcu.gub.uy

CIRCULAR NO. 2477

SUPERINTENDENCY OF FINANCIAL SERVICES – RESOLUTION SUPERINTENDENCY OF FINANCIAL SERVICES

VISTO: The initiative included in the 2024 Regulatory Plan linked to the review of the method of calculating guarantees constituted by supervised entities in the securities market.

RESULTING:
I) That the designed regulatory proposal has provided to adapt the admitted guarantee modalities regarding instruments, currency, and valuation, as well as the applicable sanctions in case of non-compliance with their maintenance.
II) That in those cases where the regulation admits as a guarantee the pledge on national marketable public securities, they must be denominated in indexed units and shall be computed at their nominal value. The additional guarantee required from financial fiduciaries prior to each issuance is excepted, which will continue to be made in the currency of issuance of the trust securities. III) That for the case of securities intermediaries that develop the activity of client portfolio management, as well as for portfolio managers, the requirement that assets under management for said activity will be measured at the close of each semester is maintained, modifying the timing of the adjustment of the additional guarantee requirement, if applicable, which will remain unchanged until the expiration of the term for the presentation of the sworn declaration referred to in literals b.3 and c.3 of article 292 or literals a.4 and b.1 of article 310.3 of the Compilation of Securities Market Regulations, respectively. IV) That for supervised entities to whom the possibility of constituting the guarantee before the Central Bank of Uruguay through the insurance modality (other general fiduciaries and investment advisors) is admitted, the surety bond or civil liability insurance is replaced by caution insurance and it is established that it must be constituted in indexed units. V) That the regulatory proposal also indicated that the selected guarantee modality by supervised institutions cannot be substituted before the year of its constitution or any subsequent replacement. Likewise, in the case of constituting the guarantee through a pledge on national marketable public securities, they cannot be substituted by other securities during a period of one year. VI) That regarding the additional guarantee required for financial fiduciaries, the wording of literal c.2 of article 104 of the Compilation of Securities Market Regulations was clarified, to clarify that such guarantee to be constituted prior to the issuance will be for the securities to be issued on each occasion, whether within the framework of an issuance or series reopening, or prior to each issuance of series within the framework of a program. VII) That, likewise, modifications are introduced regarding the fine to be applied for non-compliance with the guarantee requirements established in the regulation, determining it based on the percentage of the deficit and the days of delay, in addition to increasing it in cases where recidivism is configured. VIII) That regarding the adaptation of the guarantee to the new provisions, the projected regulation established that it should be carried out at the time of making the first modification of the guarantee or within a term of 1 year from the date of the resolution (whichever occurs first). IX) That the aforementioned regulatory proposal was put out for public consultation by supervised institutions and the general public on October 24, 2024, having received
comments from the industry until November 15, 2024. X) That the main comments from the industry focused on the following aspects:

the transition process for the change of denomination to Indexed Units of national public securities;
whether the projected regulation would admit more than one guarantee modality;
whether the substitution of the surety bond for caution insurance (for cases where the regulation admits the insurance modality) would imply any modification in the policy currently issued by the insurer and from when such substitution would begin to govern;
the evaluation of the sufficiency of the additional guarantee required from financial fiduciaries.

CONSIDERING:
I) That the purpose of this regulatory modification is to improve the effectiveness and efficiency of the guarantee control process constituted by supervised entities in the securities market.
II) That, having carried out the analysis of the comments received from the industry, they warranted the following modifications to the originally circulated proposal:

the transitional provisions were modified, establishing a maximum adaptation deadline until March 31, 2027 inclusive;
it was clarified that supervised entities maintain the possibility of having more than one guarantee modality simultaneously;
to the transitional provision for investment advisors (article 151.1.1) it was added that in case the constituted guarantee includes the insurance modality, they must - at the time of its renewal - substitute the contracted surety bond or civil liability insurance for a caution insurance according to what is established in said article.

ATTENTIVE: To what is established in article 38 of Law No. 16.696 of March 30, 1995 in the wording given by article 2 of Law No. 20.345 of September 19, 2024.

IT IS RESOLVED:

SUBSTITUTE in Chapter II – Registration of General Fiduciaries, of Title VI – Fiduciaries and Trusts, of Book I – Authorizations and Registers of the Compilation of Securities Market Regulations, articles 101 and 102 with the following:

ARTICLE 101 (APPLICATION FOR REGISTRATION OF GENERAL FIDUCIARIES).
For the purposes of the application for registration in the Securities Market Register - Fiduciaries section - general fiduciaries must present the following information and documentation:

Natural Persons:
a. The information required by article 101.2. b. Registration number in the Single Tax Register of the General Tax Directorate and in the corresponding social security body.
c. Documentation supporting the existence of caution insurance for potential damages from their professional activity or coverage mechanisms or guarantees for their professional performance, if applicable.
Legal Entities:
p. Company name, indicating trade name and fictitious name if applicable, real and constituted domicile, telephone, email address and website, registration number in the Single Tax Register of the General Tax Directorate and in the corresponding social security body. q. Notarized copy of the partnership agreement or statutes. Joint-stock companies must stipulate in their statutes that shares will necessarily be registered (physical or book-entry). r. Identifying data of the legal representatives of the company (full name, nationality, identity document and domicile). s. List of partners or shareholders, capital to be contributed and percentage of participation, accompanied by the information requested in article 101.1. t. List of senior management according to the definition established in article 143, accompanied by the information required in article 101.2. u. List of members of the economic group to which the fiduciary belongs, according to the definition established in article 142, including description of the activities developed by them, operational and commercial links with the fiduciary, as well as detail of their websites, if any.
v. Financial statements corresponding to the last closed fiscal year, prepared in accordance with adequate accounting standards in Uruguay, with external audit report, duly signed and with the corresponding professional stamps.
w. Notarized copy of the act of the competent body of the company that decided its action as a Professional Fiduciary.
x. Documentation supporting the existence of caution insurance for potential damages from their professional activity or coverage mechanisms or guarantees for their professional performance, if applicable.

In case deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.

ARTICLE 102 (APPLICATION FOR REGISTRATION OF OTHER GENERAL FIDUCIARIES).
For the purposes of the application for registration in the Securities Market Register - Professional Fiduciaries section - of those not included in article 96, they must present - in addition to the requirements established in article 101 - a sworn declaration attaching, when applicable, a notarized copy of the supporting documentation in which compliance with the following requirements is accredited:

Natural Persons:
a. Professional title with more than 3 (three) years of seniority, accrediting solid knowledge of administration and finance. b. Previous experience, acquired in the last 5 (five) years prior to the application, in the administration of third-party accounts or assets.
c. Minimum infrastructure compatible with the volume and specificity of the professional activity to be carried out, detailing, at minimum:
i. adequate computer means (hardware and software) that allow the processing of the information handled in the administration of the trust independently from the rest of their professional activities.
ii. human resources to be used, who must accredit having carried out formal studies in administration and finance, if applicable.
d. Caution insurance or constitution of a real guarantee in favor of the Central Bank of Uruguay, for potential obligations that could be assumed with said Bank or with third parties in the exercise of their activity, for an amount not less than UI 500,000 (five hundred thousand Indexed Units).

Regarding the Caution Insurance, the following requirements must be met:
i. be constituted in indexed units and remain valid throughout the duration of the Trust.
ii. have a validity of not less than 1 (one) year, except for exceptional situations previously authorized by the Central Bank of Uruguay.
iii. present to the Central Bank of Uruguay the proof of cash payment of the respective premium.
iv. present to the Central Bank of Uruguay the renewal of the insurance and the proof of payment of the corresponding premium, prior to its expiration.

In the case of the real guarantee, it must be maintained at all times and consist of a pledge, expressed in Indexed Units, on a cash deposit constituted in the Central Bank of Uruguay. Said deposit will not accrue interest.

The constituted guarantee will be partially released when any of the causes of extinction of the administered Trusts is verified, according to what is provided by article 33 of Law No. 17.703 of October 27, 2003, always that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of their activity have been fulfilled.

The constituted guarantee will be totally released when registration as a general fiduciary is not proceeded, or the request is withdrawn, or any of the causes for the cessation of the fiduciary occur, according to what is provided by article 22 of Law No. 17.703 of October 27, 2003.

Its total release will also proceed when the communication from the Ministry of Education and Culture provided for in article 3 of Decree No. 516/003 of December 11, 2003 is received, always that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of their activity have been fulfilled.

The total or partial redemption of the amounts deposited as guarantee will be effected at the exchange rate of the Indexed Unit corresponding to the day on which it is carried out.

Legal Entities:
a. Designate a person responsible for the fiduciary activity who, in addition to the requirements established in article 101.2, verify compliance with literals a. and b. of numeral 1. b. Verify the requirements established in literals c. and d. of numeral 1 above.

TRANSITIONAL PROVISION:
In case the constituted guarantee consists of the insurance modality, they must - at the time of its renewal - substitute the civil liability or surety insurance, as applicable, for a caution insurance according to what is established in this article.

SUBSTITUTE in Chapter III – Registration of Financial Fiduciaries, of Title VI – Fiduciaries and Trusts, of Book I – Authorizations and Registers of the Compilation of Securities Market Regulations, article 104 with the following:

ARTICLE 104 (APPLICATION FOR REGISTRATION OF FINANCIAL FIDUCIARIES).
For the purposes of processing their registration, in addition to the requirements established for General Fiduciaries, Financial Fiduciaries must accredit compliance with the following requirements:

a. In case they are investment fund management companies, a notarized copy of the act of the competent body of the company that decided its action as a Professional Fiduciary. b. Maintain permanently a net worth not less than UI 2,500,000 (two million five hundred thousand Indexed Units).
c. Constitute a real guarantee in favor of the Central Bank of Uruguay, for potential obligations that could be assumed with said Bank or with third parties in the exercise of their activity as a Fiduciary. Such guarantee must be maintained at all times and will be integrated by:

c.1 An initial guarantee of UI 2,500,000 (two million five hundred thousand Indexed Units) which may consist of:

Pledge on cash deposit denominated in Indexed Units constituted in the Central Bank of Uruguay;
Pledge on national marketable public securities, denominated in indexed units, deposited in the Central Bank of Uruguay. For these purposes, the securities will be computed at their nominal value.

c.2 An additional guarantee to be constituted prior to each issuance, series reopening or each issuance of series within the framework of a program, and will be 0.5% of the nominal value of the debt titles, participation certificates or mixed titles to be issued on each occasion, up to a maximum amount equivalent to the Basic Patrimonial Responsibility required for Banks.

The additional guarantee may consist of:

Pledge on cash deposit, denominated in the currency of the issuance, constituted in the Central Bank of Uruguay,
Pledge on national marketable public securities, denominated in the currency of the issuance, deposited in the Central Bank of Uruguay. For these purposes, the securities will be computed at their nominal value.

The selected guarantee modality or modalities cannot be substituted before the year of its constitution or any subsequent replacement. Furthermore, in case the constituted guarantee includes one or more national marketable public securities, they cannot be substituted by other securities in a period of one year.

The constituted guarantee will be totally or partially released when any of the causes of extinction of the administered Trusts is verified, according to what is provided by article 33 of Law No. 17.703 of October 27, 2003 or the issued and outstanding amounts are reduced, always that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of their activity as a Fiduciary have been fulfilled.

The constituted guarantee will be totally released when registration in the Securities Market Register is denied or the request is withdrawn or any of the causes for the cessation of the Fiduciary occur, according to what is provided by article 22 of Law No. 17.703 of October 27, 2003, always that it is proven that all obligations assumed with this Central Bank of Uruguay and with third parties in the exercise of their activity have been fulfilled.

d. Description of services to be outsourced that are essential for the company's entry into operation. When it comes to services provided by third parties located outside the country or in the country but the service is provided totally or partially in or from abroad, the information and documentation established in article 106.1 must be presented.

TRANSITIONAL PROVISION:
Financial fiduciaries that do not comply with what is established in this article will have until March 31, 2027 inclusive to adapt to these provisions.

SUBSTITUTE in Section II – Authorization to operate, of Chapter I – Securities Exchanges, of Title VIII – Securities Exchanges – Compensation, settlement and custody systems for securities, of Book I – Authorizations and Registers of the Compilation of Securities Market Regulations, article 130 with the following:

ARTICLE 130 (MINIMUM REQUIRED INFORMATION).
For the purposes of the application for authorization to operate, securities exchanges must present the following information and documentation:

a. Company name, indicating trade name, fictitious name if applicable, real and constituted domicile, telephone, email address and website, registration number in the Single Tax Register of the General Tax Directorate and in the corresponding social security body. b. Notarized copy of the statutes.
c. Identifying data of the legal representatives of the company (full name, nationality, identity document and domicile).
d. List of shareholders and identifying data, private domicile, identity document number, capital to be contributed and percentage of participation, accompanied by the information requested in article 130.1. e. List of senior management according to the definition established in article 143, accompanied by the information requested in article 130.2. f. List of members of the economic group to which the company belongs, according to the definition established in article 142, including description of the activities developed by them, operational and commercial links with the securities exchange, as well as detail of their websites, if any. g. Financial statements corresponding to the last closed fiscal year, prepared in accordance with adequate accounting standards in Uruguay, with compilation report, duly signed and with the corresponding professional stamps. h. Proposal of regulations, operational manuals and computer systems.
i. The constitution of real guarantees in favor of the Central Bank of Uruguay, for potential obligations that could be assumed with said Body or with third parties in the exercise of their activity and contract the necessary insurance to respond for the correct and full compliance of the obligations, according to what is provided in article 172.
j. Organizational structure, detailing the material, computer and personal means that will affect the performance of their functions. k. Description of services to be outsourced that are essential for the company's entry into operation. When it comes to services provided by third parties located outside the country or in the country, but the service is provided totally or partially in or from abroad, the information and documentation established in article 135.1.1 must be presented.

In case deemed necessary, the Superintendency of Financial Services may request additional information to that indicated above.

SUBSTITUTE in Chapter I – Guarantees and deposits, of Title I Bis - Collective Financing Platform Administrating Companies, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, article 146.1 with the following:

ARTICLE 146.1 (GUARANTEES).
Collective financing platform administrating companies must constitute and maintain, permanently, a guarantee in favor of the Central Bank of Uruguay for an amount not less than 250,000 UI (two hundred fifty thousand indexed units) for potential obligations that could be assumed with said Bank or with third parties in the exercise of their activity.

Such guarantee may consist of:
a. pledge on deposit denominated in indexed units, constituted in the Central Bank of Uruguay; b. pledge on national marketable public securities, denominated in indexed units, deposited in the Central Bank of Uruguay. For these purposes, the securities will be computed at their nominal value.

The constituted guarantee will be maintained:

until the year following the loss of the quality of collective financing platform administrating company;
until judicial actions filed against it are resolved by final judgment.

TRANSITIONAL PROVISION:
Collective financing platform administrator companies that do not comply with the provisions of this article shall have until March 31, 2027, inclusive, to comply with these provisions.

INCORPORATE into Chapter I – Guarantees and Deposits, of Title I Bis - Collective Financing Platform Administrator Companies, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, the following article:

ARTICLE 146.2.1 (ADJUSTMENT OF GUARANTEE DEFICIT).
The guarantee deficit must be remedied within 8 (eight) business days of its occurrence, in which case it will not be considered a breach of contract. Upon expiration of said period, the provisions of Article 366 shall apply.

INCORPORATE into Chapter I – General Provisions, of Title II – Securities Intermediaries, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, the following article:

ARTICLE 147.1 (APPLICATION OF MINIMUM MANAGEMENT STANDARDS).
Securities intermediaries must adopt policies, procedures, and control mechanisms that comply with the definitions, principles, and objectives set forth in the Minimum Management Standards defined by the Financial Services Superintendence.

SUBSTITUTE in Chapter II – Equity, Guarantees, and Deposits, of Title II – Securities Intermediaries, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Articles 149 and 151 with the following:

ARTICLE 149 (GUARANTEES).
Securities intermediaries must permanently establish and maintain a guarantee in favor of the Central Bank of Uruguay for an amount not less than UI 2,000,000 (two million indexed units) for any potential obligations they may assume with said Bank or with third parties in the exercise of their activity as securities intermediaries.

In the event that securities intermediaries carry out the activity of client portfolio management and the assets under management in said portfolio exceed the equivalent of UI 1,000,000,000 (one billion indexed units), they must establish an additional guarantee equivalent to 0.05% (five ten-thousandths) of the managed portfolio for the excess over this amount.

The total guarantee to be established shall not exceed the maximum amount equivalent to the Basic Equity Responsibility required for Banks.

The assets under management in the portfolio management activity shall be valued at their market value and measured at the close of each semester.

The requirement for additional guarantee, if applicable, shall remain unchanged until the expiration of the deadline for the presentation of the sworn declaration referred to in literals b.3 and c.3 of Article 292.

Such guarantees may consist of:
a) Pledge on a deposit denominated in indexed units, established at the Central Bank of Uruguay; b) Pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities shall be computed at their nominal value; c) Pledge on shares of stock exchanges authorized by the Financial Services Superintendence.

For these purposes, the shares shall be taken at the equivalent in indexed units of the value resulting from the balance sheet at the close of each fiscal year prepared in accordance with the provisions of Article 290, maintaining said value unchanged until the close of the following fiscal year.

Intermediaries who opt for this alternative must establish and maintain, permanently, an additional guarantee consisting of one of the options established in literals a) and b) above that covers the difference with the corresponding guarantee.

The selected guarantee modality or modalities shall not be substituted before the year of their establishment or subsequent eventual replacement. Furthermore, in the event that the established guarantee comprises one or more negotiable national public securities, they shall not be substituted for other securities within a period of one year.

The established guarantees shall be maintained:

until the year following the loss of the status of securities intermediary at minimum, or while they maintain custody of client funds or securities in their name;
until judicial actions filed against them are resolved by a final judgment.

TRANSITIONAL PROVISION:
Securities intermediaries that do not comply with the provisions of this article shall have until March 31, 2027, inclusive, to comply with these provisions.

ARTICLE 151 (ADJUSTMENT OF GUARANTEE DEFICIT).
The guarantee deficit must be remedied within 8 (eight) business days of its occurrence, in which case it will not be considered a breach of contract. Upon expiration of said period, the provisions of Article 366 shall apply.

SUBSTITUTE in Chapter I – Guarantees and Deposits, of Title II BIS – Investment Advisors, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Articles 151.1.1 and 151.1.2 with the following:

ARTICLE 151.1.1 (GUARANTEES).
Investment advisors must permanently establish and maintain a guarantee in favor of the Central Bank of Uruguay for an amount not less than UI 250,000 (two hundred fifty thousand indexed units) for any potential obligations they may assume with said Bank or with third parties in the exercise of their activity as investment advisors.

Such guarantee may consist of:
a. pledge on a deposit denominated in indexed units established at the Central Bank of Uruguay; b. pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities shall be computed at their nominal value;
c. surety bond that must be established in indexed units and have a validity of not less than 1 (one) year, and must be renewed to comply with the provisions of the last paragraph. The investment advisor must present successive surety bond policies to the Superintendence. Likewise, they must keep the corresponding payment receipts for premiums available.

The established guarantees shall be maintained:

until the year following the loss of the status of investment advisor;
until judicial actions filed against them are resolved by a final judgment.

TRANSITIONAL PROVISION:
Investment advisors that do not comply with the provisions of this article shall have until March 31, 2027, inclusive, to comply with these provisions.

In the event that the established guarantee comprises the insurance modality, they must - at the time of renewal - substitute the contracted bond insurance with a surety bond in accordance with the provisions of this article.

ARTICLE 151.1.2 (ADJUSTMENT OF GUARANTEE DEFICIT).
The guarantee deficit must be remedied within 8 (eight) business days of its occurrence, in which case it will not be considered a breach of contract. Upon expiration of said period, the provisions of Article 366 shall apply.

INCORPORATE into Title II BIS – Investment Advisors, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Chapter II – Minimum Management Standards.
INCORPORATE into Chapter II – Minimum Management Standards, of Title II BIS – Investment Advisors, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, the following article:

ARTICLE 151.1.3.1 (APPLICATION OF MINIMUM MANAGEMENT STANDARDS).
Investment advisors must adopt policies, procedures, and control mechanisms that comply with the definitions, principles, and objectives set forth in the Minimum Management Standards defined by the Financial Services Superintendence.

SUBSTITUTE in Chapter I – Guarantees and Deposits, of Title II TER – Portfolio Manager, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Articles 151.1.4 and 151.1.5 with the following:

ARTICLE 151.1.4 (GUARANTEES).
Portfolio managers must permanently establish and maintain a guarantee in favor of the Central Bank of Uruguay for an amount not less than UI 500,000 (five hundred thousand indexed units) for any potential obligations they may assume with said Bank or with third parties in the exercise of their activity as portfolio managers.

If the assets under management of the investment portfolio exceed the equivalent of UI 1,000,000,000 (one billion indexed units), they must establish an additional guarantee equivalent to 0.05% (five ten-thousandths) of the managed portfolio for the excess over this amount.

The total guarantee to be established shall not exceed the maximum amount equivalent to the Basic Equity Responsibility required for Banks.

The assets under management of the investment portfolio shall be valued at their market value and measured at the close of each semester. The requirement for additional guarantee, if applicable, shall remain unchanged until the expiration of the deadline for the presentation of the sworn declaration referred to in literals a.4 and b.1 of Article 310.3.

Such guarantees may consist of:
a. Pledge on a deposit denominated in indexed units, established at the Central Bank of Uruguay; b. Pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities shall be computed at their nominal value.

The established guarantees shall be maintained:

until the year following the loss of the status of portfolio manager;
until judicial actions filed against them are resolved by a final judgment.

TRANSITIONAL PROVISION:
Portfolio managers that do not comply with the provisions of this article shall have until March 31, 2027, inclusive, to comply with these provisions.

ARTICLE 151.1.5 (ADJUSTMENT OF GUARANTEE DEFICIT).
The guarantee deficit must be remedied within 8 (eight) business days of its occurrence, in which case it will not be considered a breach of contract. Upon expiration of said period, the provisions of Article 366 shall apply.

INCORPORATE into Title II TER – Portfolio Manager, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Chapter II – Minimum Management Standards.
INCORPORATE into Chapter II – Minimum Management Standards, of Title II TER – Portfolio Manager, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, the following article:

ARTICLE 151.1.7 (APPLICATION OF MINIMUM MANAGEMENT STANDARDS).
Portfolio managers must adopt policies, procedures, and control mechanisms that comply with the definitions, principles, and objectives set forth in the Minimum Management Standards defined by the Financial Services Superintendence.

RENAME Chapter I – Equity, of Title III – Investment Fund Administration Companies, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, which shall be renamed Chapter I – Equity and Guarantees.
SUBSTITUTE in Chapter I – Equity and Guarantees, of Title III – Investment Fund Administration Companies, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Articles 152 and 154 with the following:

ARTICLE 152 (MINIMUM EQUITY AND GUARANTEES).
Investment Fund Administration Companies must permanently maintain an equity of not less than UI 1,500,000 (one million five hundred thousand indexed units).

They must also establish a real guarantee in favor of the Central Bank of Uruguay, for any potential obligations they may assume with said Bank or with third parties in the exercise of their activity, for an amount not less than UI 1,500,000 (one million five hundred thousand indexed units).

Such guarantee must be maintained at all times and may consist of:
a. pledge on a deposit denominated in indexed units established at the Central Bank of Uruguay; b. pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities shall be computed at their nominal value.

The established guarantee shall be released, totally or partially, when the administration company's activity has definitively ceased or when the exception regime established in Article 154 of this Compilation operates, provided that it is proven that all obligations assumed with this Central Bank and with third parties in the exercise of their activity have been fulfilled.

TRANSITIONAL PROVISION:
Investment fund administration companies that do not comply with the provisions of this article shall have until March 31, 2027, inclusive, to comply with these provisions.

ARTICLE 154 (ADMINISTRATORS WITHOUT ACTIVE FUNDS - MINIMUM EQUITY AND GUARANTEES).
Administration companies without active funds included in literal a) of Article 153 must permanently maintain an equity of not less than UI 500,000 (five hundred thousand indexed units), and establish a real guarantee in favor of the Central Bank of Uruguay, for any potential obligations they may assume with said Bank or with third parties in the exercise of their activity, for an amount not less than UI 500,000 (five hundred thousand indexed units).

Administration companies without active funds included in literal b) of Article 153 must, in addition to complying with the equity and guarantee requirements established in the previous paragraph, establish an additional guarantee deposit at the Central Bank of Uruguay, in indexed units, equivalent to the estimated amount of pending contingencies.

The guarantees established in this article must be maintained at all times and may consist of:
a) pledge on a deposit denominated in indexed units established at the Central Bank of Uruguay; a. pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities shall be computed at their nominal value.

The established guarantee shall be released, totally or partially, when the administration company's activity has definitively ceased or when the contingent situations provided for in literal b) of Article 153 are cancelled, provided that it is proven that all obligations assumed with this Central Bank and with third parties in the exercise of their activity have been fulfilled.

TRANSITIONAL PROVISION:
Investment fund administration companies that do not comply with the provisions of this article shall have until March 31, 2027, inclusive, to comply with these provisions.

INCORPORATE into Chapter I – Equity and Guarantees, of Title III – Investment Fund Administration Companies, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, the following article:

ARTICLE 154.1 (ADJUSTMENT OF GUARANTEE DEFICIT).
The guarantee deficit must be remedied within 8 (eight) business days of its occurrence, in which case it will not be considered a breach of contract. Upon expiration of said period, the provisions of Article 366 shall apply.

SUBSTITUTE in Title IV – Financial Trustees, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Article 168 with the following:

ARTICLE 168 (ADJUSTMENT OF GUARANTEE DEFICIT).
The guarantee deficit must be remedied within 8 (eight) business days of its occurrence, in which case it will not be considered a breach of contract. Upon expiration of said period, the provisions of Article 366 shall apply.

RENAME Chapter II – Equity, of Title V - Securities Depositories, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, which shall be renamed Chapter II – Equity and Guarantees.
SUBSTITUTE in Chapter II – Equity and Guarantees, of Title V - Securities Depositories, of Book II – Stability and Solvency of the Compilation of Securities Market Regulations, Article 172 with the following:

ARTICLE 172 (MINIMUM EQUITY AND GUARANTEES).
The minimum equity shall not, at any time, be less than the equivalent of UI 15,000,000 (fifteen million Indexed Units).

A guarantee must be maintained at all times at the Central Bank of Uruguay equal to 1‰ (one per thousand) of the total average daily value of securities administered in the previous quarter, with a minimum value of UI 3,750,000 (three million seven hundred fifty thousand Indexed Units).

Such guarantee may consist of:
a) Pledge on a deposit denominated in indexed units, established at the Central Bank of Uruguay; b) Pledge on negotiable national public securities, denominated in indexed units, deposited at the Central Bank of Uruguay. For these purposes, the securities shall be computed at their nominal value.

The established guarantees shall be maintained:

until the year following the loss of the status of securities depository;
until judicial actions filed against them are resolved by a final judgment.

Additionally, the securities depository shall be responsible for contracting the necessary insurance to respond for the correct and full compliance of its operations.

SUBSTITUTE in Title II – Sanctions Applicable to All Institutions, of Book VII – Sanctioning and Procedural Regime of the Compilation of Securities Market Regulations, Article 366 with the following:

ARTICLE 366 (BREACH OF GUARANTEE MAINTENANCE).
Those who fail to comply with the obligation to maintain the guarantee required at the Central Bank of Uruguay for a period exceeding 8 (eight) business days shall be sanctioned with the basic fine established in Article 357 as indicated below:

Guarantee Deficit Fine
<5% of minimum requirement basic fine

=5% two times basic fine

In all cases, said fine shall be increased with the daily fine established in Article 358 for each business day of delay, starting from the first day the deficit was generated.

In the event that recidivism referred to in Article 352 is configured, the resulting fine shall be increased by 20%.

COMMUNICATE the resolution via Circular.

JUAN PEDRO CANTERA
Superintendent of Financial Services

Exp. 2025-50-1-00603
Publishable: Yes - Signatory: JUAN PEDRO CANTERA CIRCULAR N°2477

Compilation of Securities Market Regulations - Modification of the Rules on Guarantees to be Provided by Supervised Entities and Sanctions for Non-Compliance

Lineage: Amended

Timeline