Financial Services Authority Regulation Number 52/POJK.04/2017 Concerning Infrastructure Investment Funds in the Form of Collective Investment Contracts

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 52 /POJK.04/2017
CONCERNING
INFRASTRUCTURE INVESTMENT FUNDS IN THE FORM OF COLLECTIVE INVESTMENT CONTRACTS BY THE GRACE OF GOD THE ALMIGHTY, THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: that in order to provide an alternative source of funding for the business world to support development in the infrastructure sector through the issuance of investment instruments in the capital market, as well as to provide investment alternatives for investors and increase the diversity of investment products in the capital market, it is necessary to establish a Financial Services Authority Regulation concerning Infrastructure Investment Funds in the Form of Collective Investment Contracts; Recalling: 1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

RESOLVES:
Decree: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING INFRASTRUCTURE INVESTMENT FUNDS IN THE FORM OF COLLECTIVE INVESTMENT CONTRACTS.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined:

1. Infrastructure Investment Fund in the Form of Collective Investment Contract, hereinafter referred to as DINFRA, is a collective investment contract vehicle used to raise funds from investors, which are then largely invested in infrastructure assets by the investment manager.
2. Collective Investment Contract is a contract between the investment manager and the custodian bank that binds unit holders, whereby the investment manager is authorized to manage the collective investment portfolio and the custodian bank is authorized to carry out collective custody.
3. Infrastructure Assets are assets in the form of technical facilities, physical systems, hardware, and software required to provide services to the public and support the structural network so that economic and social growth of the public can run well.
4. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, units of participation in Collective Investment Contracts, futures contracts on Securities, and any derivatives of Securities.
5. Units of Participation are units of measurement that show the portion of interest of each party in the collective investment portfolio.
6. Money Market Instruments are instruments traded in the money market, which include instruments issued with a maturity of up to 1 (one) year, instruments that will mature within 1 (one) year, deposit certificates, and other instruments established by Bank Indonesia, including those that do not conflict with Sharia principles.
7. Money Market is a part of the relevant financial system concerning short-term trading, lending, or financing up to 1 (one) year in Rupiah and foreign currency, which plays a role in monetary policy transmission, achieving financial system stability, and the smoothness of the payment system.
8. Capital Market is activities concerning public offerings and trading of Securities, Public Companies related to the Securities they issue, as well as institutions and professions related to Securities.
9. Investment Manager is a party whose business activities manage Securities Portfolios for clients or manage collective investment portfolios for a group of clients, except insurance companies, pension funds, and banks that conduct their own business activities based on statutory regulations.
10. Custodian is a party that provides custody services for Securities and other assets related to Securities, as well as other services, including receiving dividends, interest, and other rights, settling Securities transactions, and representing account holders who are its clients.
11. Custodian Bank is a general bank that has obtained approval from the Financial Services Authority as a Custodian.
12. Party is an individual, company, joint venture, association, or organized group.
13. Assessor is a Party that assesses Infrastructure Assets registered with the Financial Services Authority.
14. Net Asset Value is the fair market value of all DINFRA assets after deducting liabilities.
15. Fair Market Value is the value that can be obtained from transactions conducted between independent Parties not under coercion or liquidation.
16. Special Purpose Company is a limited liability company whose shares are owned by DINFRA by at least 99.9% (ninety-nine point nine percent) of paid-up capital.
17. Public Offering is a securities offering activity conducted by the Issuer to sell Securities to the public based on procedures regulated in the Capital Market law and its implementing regulations.
18. Stock Exchange is a Party that organizes and provides systems and/or facilities to match buy and sell offers of other Parties' Securities with the aim of trading Securities among them.
19. Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the context of a Public Offering or Public Company.
20. DINFRA Disclosure Document is any written information containing material information or facts of DINFRA in the context of DINFRA issuance with the aim for other Parties to purchase DINFRA.

CHAPTER II
GUIDELINES FOR THE ISSUANCE OF DINFRA UNITS OF PARTICIPATION
Section One
Offering Guidelines
Article 2
DINFRA Units of Participation may be offered through a Public Offering or not through a Public Offering.

Article 3
(1) Public Offering of DINFRA Units of Participation may only be conducted after the DINFRA Registration Statement has been submitted to the Financial Services Authority and the Registration Statement has become effective. (2) In the event that DINFRA Units of Participation are offered not through a Public Offering, the Investment Manager managing the DINFRA must submit a request for recording in the context of offering DINFRA Units of Participation to the Financial Services Authority no later than 10 (ten) working days from the date of signing the Collective Investment Contract.
Article 4
The Investment Manager may apply to change the offering mechanism of DINFRA Units of Participation that has obtained recording from the Financial Services Authority from originally not through a Public Offering to a Public Offering, with the following provisions:
a. The Investment Manager and Custodian Bank in the issuance of DINFRA agree to change the offering; b. approval has been obtained from unit holders in the General Meeting of DINFRA Unit Holders; and
c. a Registration Statement is submitted in the context of the Public Offering of DINFRA Units of Participation.
Article 5
(1) In offering DINFRA Units of Participation, the Investment Manager may cooperate with other Parties.
(2) In the event that the other Party referred to in paragraph (1) is a domestic Party, that Party must have a license or registration certificate as a mutual fund securities sales agent from the Financial Services Authority. (3) An Investment Manager using the services of other Parties to offer DINFRA Units of Participation must:
a. have written policies and procedures regarding the offering of DINFRA Units of Participation through other Parties; b. provide the DINFRA Disclosure Document, brochures, and other marketing materials related to the offered DINFRA; and
c. ensure that the offering of DINFRA Units of Participation by other Parties is not included in the Public Offering, in the event that the offered DINFRA Units of Participation are products not offered through a Public Offering.
Article 6
DINFRA Units of Participation offered through a Public Offering may be recorded on the Stock Exchange.

Section Two
Investment Manager Requirements
Article 7
The Investment Manager managing DINFRA must have an investment committee tasked with:
a. establishing investment policies and strategies for DINFRA; and b. overseeing all DINFRA investment activities.

Section Three
Obligations of Investment Manager and Custodian Bank
Article 8
(1) The Investment Manager managing DINFRA must:
a. store all DINFRA assets with the Custodian Bank; b. conduct due diligence on Infrastructure Assets that will become the DINFRA portfolio;
c. manage DINFRA in accordance with statutory regulations as well as the Collective Investment Contract, DINFRA Disclosure Document, and other contracts related to DINFRA;
d. separate DINFRA assets from the Investment Manager's assets; e. keep accounting and reporting, including maintaining all important records related to financial reports and DINFRA management, separate from the accounting and reporting of the Investment Manager itself; f. calculate the Fair Market Value of assets in the DINFRA portfolio at least once every 3 (three) months; g. appoint a replacement Custodian Bank if necessary; h. prepare and submit the annual financial report of DINFRA to the Financial Services Authority;
i. issue an update of the DINFRA Disclosure Document accompanied by the latest annual financial report of DINFRA and submit it to the Financial Services Authority at the end of the third month after the end of the annual financial report date, in the event that DINFRA is offered continuously;
j. establish procedures for the purchase, resale, and/or transfer of DINFRA Units of Participation; k. have procedures that can generate information regarding operational activities, financial conditions, and DINFRA assets; and
l. act in good faith and with full responsibility to perform duties as best as possible for the interest of DINFRA in accordance with statutory regulations.
(2) In the event that the Investment Manager managing DINFRA does not fulfill the obligation as referred to in paragraph (1) letter l, the Investment Manager is responsible for all losses arising from its actions.
Article 9
(1) The Custodian Bank administering DINFRA must:
a. provide collective custody and Custodian services regarding DINFRA assets; b. register or record DINFRA assets in the name of the Custodian Bank for the benefit of unit holders in accordance with statutory regulations and take necessary actions related to the registration or recording of said assets;
c. separate DINFRA assets from the Custodian Bank's assets;
d. have systems and procedures in performing its duties and obligations; e. keep accounting and reporting, including maintaining all important records related to financial reports and DINFRA management, separate from the accounting and reporting of the Custodian Bank itself; f. calculate the Net Asset Value of DINFRA at least once every 3 (three) months; g. book all changes:

1. Infrastructure Assets and other assets;
2. number of Units of Participation;
3. expenditures;
4. management fees;
5. interest income;
6. other income; or
7. other costs;
   h. settle transactions conducted by DINFRA in accordance with Investment Manager instructions;
   i. pay management fees and other costs charged to DINFRA in accordance with the DINFRA Collective Investment Contract;
   j. pay to DINFRA unit holders any cash distributions related to DINFRA; k. keep separate records showing all changes in the number of DINFRA Units of Participation owned by each unit holder, name, nationality, address, and other identities of the unit holders;
   l. ensure that Units of Participation are issued only upon receipt of funds from prospective unit holders;
   m. reject Investment Manager instructions in writing with a copy to the Financial Services Authority in the event that such instructions, upon receipt by the Custodian Bank, clearly violate capital market statutory regulations and/or the DINFRA Collective Investment Contract; and n. act in good faith and with full responsibility to perform duties as best as possible for the interest of DINFRA in accordance with statutory regulations. (2) In the event that the Custodian Bank administering DINFRA does not fulfill its obligations as referred to in paragraph (1) letter n, the Custodian Bank is responsible for all losses arising from its actions.

Section Four
Rights of DINFRA Unit Holders
Article 10
The rights of DINFRA unit holders include:
a. the right to obtain proof of ownership; b. the right to obtain periodic annual financial reports;
c. the right to obtain information regarding the Net Asset Value of DINFRA;
d. the right to sell Units of Participation on the Stock Exchange (if Units of Participation are offered through a Public Offering and recorded on the Stock Exchange); e. the right to receive income distribution from DINFRA (if any); f. the right to vote in the General Meeting of DINFRA Unit Holders; and g. the right to liquidation proceeds.

Section Five
General Meeting of DINFRA Unit Holders
Article 11
The General Meeting of DINFRA Unit Holders is conducted with the following mechanisms:
a. notification of the General Meeting of DINFRA Unit Holders is conducted no later than 14 (fourteen) days before the summons, and the summons is conducted no later than 14 (fourteen) days before the General Meeting of DINFRA Unit Holders at least through the website of the Investment Manager or Custodian Bank; b. the summons for the General Meeting of DINFRA Unit Holders must state the place, time of organization, procedures, and agenda of the meeting;
c. before the notification of the planned General Meeting of DINFRA Unit Holders is implemented on the website, the Investment Manager must first submit the meeting agenda clearly and in detail to the Financial Services Authority no later than 7 (seven) days before the notification;
d. the General Meeting of DINFRA Unit Holders is declared valid if attended by unit holders representing more than 1/2 (one half) of all outstanding Units of Participation; e. decisions in the General Meeting of DINFRA Unit Holders are declared valid if approved by unit holders representing more than 1/2 (one half) of the Units of Participation present; f. in the event that the first General Meeting of DINFRA Unit Holders fails to be organized or fails to make a decision, a second General Meeting of DINFRA Unit Holders is organized; g. the summons for the second General Meeting of DINFRA Unit Holders is conducted no later than 7 (seven) days before the second General Meeting of DINFRA Unit Holders is conducted, stating that the first General Meeting of DINFRA Unit Holders was organized but did not reach a quorum or could not make a decision; h. the second General Meeting of DINFRA Unit Holders is organized no earlier than 10 (ten) days and no later than 21 (twenty-one) days from the first General Meeting of DINFRA Unit Holders;
i. the second General Meeting of DINFRA Unit Holders is valid and entitled to make decisions if attended by unit holders representing at least 1/3 (one third) of the total number of outstanding Units of Participation;
j. decisions in the second General Meeting of DINFRA Unit Holders are declared valid if approved by unit holders representing more than 1/2 (one half) of the Units of Participation present; and k. in the event that the second General Meeting of DINFRA Unit Holders fails to be organized or fails to make a decision, the Investment Manager may organize a third General Meeting of DINFRA Unit Holders with quorum for attendance, quorum for decision-making, summons, and time of organization of the third General Meeting of DINFRA Unit Holders approved by the Financial Services Authority.

CHAPTER III
GUIDELINES FOR DINFRA MANAGEMENT
Section One
DINFRA Name
Article 12
(1) The name of DINFRA must describe:
a. the name of the Investment Manager; b. a name that reflects the investment of DINFRA in Infrastructure Assets; and
c. the denomination of foreign currency used, if using a currency other than Rupiah.
(2) The name of DINFRA is prohibited:
a. being the same as other DINFRA; b. containing expressions regarding certainty or promises of returns and/or no investment risk;
c. containing expressions that the Investment Manager has certain advantages that may not be true; and/or
d. being inconsistent with the investment policy of DINFRA.

Section Two
Net Asset Value of DINFRA
Article 13
(1) The initial Net Asset Value of DINFRA Units of Participation must be set at Rp1,000.00 (one thousand Rupiah).
(2) In the event that the initial Net Asset Value of DINFRA Units of Participation is set in a foreign currency denomination, the initial Net Asset Value of DINFRA Units of Participation must be set at US$ 1 (one United States Dollar) or EUR 1 (one Euro). (3) In the event that DINFRA Units of Participation are offered through a Public Offering and recorded and/or traded on a foreign Stock Exchange, the initial Net Asset Value of DINFRA Units of Participation may be set in other foreign currency denominations with other values in accordance with the provisions of the foreign Stock Exchange.

Section Three
DINFRA Investment
Article 14
(1) DINFRA may invest its funds in Infrastructure Assets directly with or without using a Special Purpose Company formed for the interest of DINFRA.
(2) DINFRA's ownership in a Special Purpose Company may be represented by the Investment Manager and/or Custodian Bank for the interest of DINFRA unit holders.
(3) In the event that DINFRA uses a Special Purpose Company to make investments, the Special Purpose Company must distribute all investment results to DINFRA and other parties proportionally.
Article 15
(1) The investment portfolio of DINFRA may only consist of:
a. Infrastructure Assets of at least 51% (fifty-one percent) of the Net Asset Value; and b. other assets of at most 49% (forty-nine percent) of the Net Asset Value, namely:

1. Money Market Instruments; or
2. Securities Portfolios consisting of:
   a) Securities issued domestically; and/or b) other financial instruments that have been established by the Financial Services Authority as Securities.
   (2) Cash/cash equivalents in DINFRA must be set at a maximum of 20% (twenty percent) of the Net Asset Value.
   (3) Investments in Infrastructure Assets as referred to in paragraph (1) letter a may be conducted:
   a. directly through the purchase of Infrastructure Assets, with the provisions:
3. Infrastructure Assets are located within the territory of the Unitary State of the Republic of Indonesia; and
4. in the form of Infrastructure Assets that:
   a) support government development programs or infrastructure provision; or b) bring benefits to the public; or b. indirectly through:
5. purchase of equity-type Securities issued by companies that own, control, or have control over Infrastructure Assets;
6. investment in debt-type Securities whose payments originate from Infrastructure Assets; or
7. investment in debt-type Securities issued by companies that own, control, or have control over Infrastructure Assets.
   Article 16
   (1) Direct investments in Infrastructure Assets as referred to in Article 15 paragraph (3) letter a for DINFRA offered through a Public Offering must meet the following provisions:
   a. Infrastructure Assets must have generated income before the Infrastructure Assets are transferred to DINFRA or will generate income no later than 6 (six) months since the Infrastructure Assets are transferred to DINFRA; and b. Infrastructure Investment Funds may invest in Infrastructure Assets in the form of projects that are not yet or are in the process of construction for a maximum of 25% (twenty-five percent) of the Net Asset Value. (2) Direct investments in Infrastructure Assets as referred to in Article 15 paragraph (3) letter a for DINFRA not offered through a Public Offering must meet the following provisions:
   a. Infrastructure Assets may be in the form of projects that are not yet or are in the process of construction; and b. the Investment Manager must disclose the characteristics of investments in Infrastructure Assets in the form of projects that are not yet or are in the process of construction in the DINFRA Disclosure Document. (3) The Investment Manager managing DINFRA that invests in Infrastructure Assets in the form of projects that are not yet or are in the process of construction must conduct adequate due diligence on DINFRA investments in projects that are not yet or are in the process of construction.
   Article 17
   (1) The Investment Manager managing DINFRA must ensure that:
   a. direct investments in Infrastructure Assets that become the DINFRA portfolio have strong legal basis; b. DINFRA offered through a Public Offering as referred to in Article 16 paragraph (1) distributes profits to DINFRA unit holders in an amount of at least 90% (ninety percent) of net profit after tax without considering unrealized gains; and
   c. DINFRA invests in Infrastructure Assets as referred to in Article 15 paragraph (1) within a time limit of no later than 1 (one) year since the DINFRA Registration Statement offered through a Public Offering becomes effective or DINFRA not offered through a Public Offering is recorded with the Financial Services Authority.
   (2) The investment period as referred to in paragraph (1) letter c may be extended for a period of up to 1 (one) year with the approval of the Financial Services Authority.
   Article 18
   (1) DINFRA may borrow funds only for the interest of purchasing Infrastructure Assets that have generated income, with the provision of a maximum of 45% (forty-five percent) of the value of the Infrastructure Assets to be purchased. (2) Borrowing funds as referred to in paragraph (1) is conducted indirectly through a Special Purpose Company and obtains approval from the General Meeting of DINFRA Unit Holders. (3) Approval from the General Meeting of DINFRA Unit Holders as referred to in paragraph (2) is valid if the General Meeting of DINFRA Unit Holders is attended by more than 1/2 (one half) of the total number of Units of Participation and approved by more than 1/2 (one half) of the total number of outstanding Units of Participation.
   Article 19
   The Investment Manager for the interest of DINFRA may purchase Infrastructure Assets where the asset owner is an affiliate of the Investment Manager or Securities issued by parties affiliated with the Investment Manager, with the provisions:

---

a. purchase transactions must be conducted under arm’s length conditions where transactions between the Parties are conducted independently and at fair prices; and b. the Investment Manager must disclose information regarding the purchase of Infrastructure Assets conducted either directly or indirectly where the asset-owning company is an affiliate of the Investment Manager or securities issued by a party affiliated with the Investment Manager in the Disclosure Document.

Article 20
The Investment Manager is prohibited from taking actions that may cause DINFRA to:
a. lend and/or pledge assets owned by DINFRA for the benefit of other Parties; b. invest in Infrastructure Assets and/or Securities outside the territory of Indonesia; and
c. invest in other DINFRA Participation Units.

Article 21
The Investment Manager and Custodian Bank of DINFRA are prohibited from:
a. acting for and on their own behalf in conducting the sale and purchase of Infrastructure Assets and other DINFRA assets; and/or b. ceasing the management of DINFRA before a replacement Investment Manager or Custodian Bank is appointed, if the relevant party resigns or transfers to another Investment Manager or Custodian Bank.

CHAPTER IV
GUIDELINES FOR CONTRACTS AND DINFRA DISCLOSURE DOCUMENT GUIDELINES

First Section
Guidelines for Collective Investment Contracts

Article 22
The DINFRA Collective Investment Contract must be made in the form of a notarial deed by a notary registered with the Financial Services Authority.

Article 23
The Investment Manager is prohibited from being affiliated with the Custodian Bank except for affiliation relationships arising from government capital participation of the Republic of Indonesia.

Article 24
The DINFRA Collective Investment Contract must contain at least:
a. the name and address of the Investment Manager; b. the name and address of the Custodian Bank;
c. investment objectives and policies;
d. policies on the formation and use of Special Purpose Company (if any); e. cost allocation borne by the Investment Manager, DINFRA, Participation Unit holders, and/or other costs (if any); f. obligations and responsibilities of the Investment Manager; g. obligations and responsibilities of the Custodian Bank; h. actions prohibited from being performed by DINFRA;
i. information regarding the rights, obligations, and authority of other related Parties, as well as the governance of management and administration of investments in Infrastructure Assets and Securities portfolios;
j. replacement of the Investment Manager or Custodian Bank; k. rights of Participation Unit holders;
l. procedures for the execution and payment of Participation Unit transactions;
m. investment return distribution policy to Participation Unit holders; n. initial Net Asset Value; o. Net Asset Value calculation procedures; p. asset valuation methods in the collective investment portfolio; q. submission of DINFRA annual financial reports; r. regulations regarding the resignation procedures of the Investment Manager and/or Custodian Bank; s. force majeure events beyond the control of the Investment Manager and/or Custodian Bank that cause the parties to be unable to perform their duties and obligations (emergency conditions); t. dissolution and liquidation of DINFRA; u. cost burdens on DINFRA that is dissolved and liquidated; and
v. appointment of an alternative dispute resolution institution in the Capital Market sector or other alternative dispute resolution institutions as the body to resolve civil disputes and conflicts between the Investment Manager, Custodian Bank, and Participation Unit holders.

Second Section
DINFRA Information Disclosure

Article 25
The Investment Manager managing DINFRA that conducts a Public Offering must provide information disclosure regarding DINFRA through a website.

Article 26
The DINFRA Disclosure Document offered must contain up-to-date information.

Article 27
(1) The DINFRA Disclosure Document must:
a. cover all important and relevant information or facts regarding events, occurrences, and material facts that can influence the decision of investors, prospective investors, or other Parties interested in such information or facts, which are known or should be known by the Investment Manager and/or Custodian Bank; b. contain information that is complete, sufficient, objective, clear, and easy to understand; and
c. disclose a summary of the most important facts and considerations in the initial part of the DINFRA Disclosure Document, with the order of fact disclosure in the DINFRA Disclosure Document determined by the relevance of those facts to specific issues.
(2) Disclosure of material facts in the DINFRA Disclosure Document may be adjusted and is not limited only to material facts.
(3) Disclosure of material facts as referred to in paragraph (2) must be done clearly with emphasis appropriate to the DINFRA condition, so that the DINFRA Disclosure Document is not misleading. (4) The DINFRA Disclosure Document is prohibited from:
a. containing incorrect information about material facts, use of photos, diagrams, and/or tables; or b. omitting material facts that are needed, so that the information contained in the DINFRA Disclosure Document does not provide a misleading picture. (5) DINFRA, the Investment Manager, Custodian Bank, and Capital Market supporting professions, individually or jointly, are responsible for ensuring that all information in the DINFRA Disclosure Document:
a. does not contain incorrect information or material facts; b. does not omit information or material facts; and
c. is disclosed in accordance with the provisions as referred to in paragraphs (1) to (4).

Article 28
The DINFRA Disclosure Document must contain at least the following information:
a. information that must be presented/disclosed on the outer part of the front cover of the Disclosure Document, including:

1. DINFRA name;
2. legal basis of DINFRA;
3. address, logo, telephone number, and facsimile of the Investment Manager and Custodian Bank;
4. effective date (for DINFRA offered through Public Offering) or listing date (for DINFRA offered not through Public Offering);
5. offering period limit (if any);
6. minimum and/or maximum number of Participation Units offered (if any);
7. final allocation date (if any);
8. date for return of subscription money (if any);
9. Stock Exchange name and planned listing date (if any);
10. brief explanation of the basic investment policy of the DINFRA plan;
11. offering price equal to Net Asset Value per Participation Unit;
12. full name of the Securities Underwriter (if any);
13. full name of the Investment Manager;
14. full name of the Custodian Bank;
15. place and date of issuance of the DINFRA Disclosure Document;
16. attention column stating: “BEFORE YOU DECIDE TO PURCHASE THESE PARTICIPATION UNITS, YOU MUST FIRST STUDY THE PAGE” (referring to the inner page of the DINFRA Disclosure Document regarding investment policy, risk factors, and Investment Manager); and
17. the following statement printed in capital letters: “THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THIS SECURITY, NOR DOES IT STATE THE TRUTH OR SUFFICIENCY OF THE CONTENT OF THIS DISCLOSURE DOCUMENT. ANY STATEMENT CONTRARY TO THIS IS AN ILLEGAL ACT”;
    b. information that must be presented (disclosed) on the inner part of the front cover of the DINFRA Disclosure Document:
    “INFRASTRUCTURE INVESTMENT FUNDS ARE NOT INCLUDED IN INVESTMENT INSTRUMENTS GUARANTEED BY THE GOVERNMENT, BANK INDONESIA, OR OTHER INSTITUTIONAL PARTIES. BEFORE PURCHASING PARTICIPATION UNITS, INVESTORS MUST FIRST STUDY AND UNDERSTAND THE DISCLOSURE DOCUMENT AND OTHER OFFERING DOCUMENTS. THE CONTENT OF THE DISCLOSURE DOCUMENT AND OTHER OFFERING DOCUMENTS IS NOT A GOOD BUSINESS, LEGAL, OR TAX ADVICE”;
    c. table of contents;
    d. terms and definitions, which must contain at least the following:
18. definition of DINFRA;
19. legal form of DINFRA;
20. definition of the DINFRA being offered;
21. definition of Investment Manager;
22. definition of Custodian Bank;
23. definition of Special Purpose Company (if any);
24. definition of Appraiser;
25. definition of Infrastructure Assets;
26. definition of DINFRA ownership evidence or Participation Units;
27. definition of Net Asset Value; and
28. other matters considered material to be explained;
    e. information regarding DINFRA, including:
29. establishment of DINFRA;
30. offering of Participation Units;
31. explanation of returns obtained from assets in the form of Infrastructure Assets from DINFRA; and
32. management of DINFRA, which must at least cover:
    a) investment committee; b) investment management team; c) information regarding the Investment Manager, including:

1. brief description of the Investment Manager;
2. experience of the Investment Manager; and
3. Parties affiliated with the Investment Manager;
   d) information regarding the Custodian Bank; e) information regarding Special Purpose Company (if any); f) information regarding the Appraiser; g) information about other Capital Market supporting professions related to the formation of DINFRA and issuance of DINFRA Participation Units; h) investment objectives and policies; i) summary of due diligence results on Infrastructure Assets; j) valuation methods for Infrastructure Assets and other assets; k) cost allocation borne by the Investment Manager, DINFRA, Participation Unit holders, and/or other costs (if any); l) taxation; m) main risk factors; n) rights of Participation Unit holders; o) legal opinion from a legal consultant registered with the Financial Services Authority; p) opinion from the Appraiser regarding the valuation of Infrastructure Assets; q) requirements and procedures for ordering or purchasing Participation Units; r) information regarding the dissemination of the DINFRA Disclosure Document and ordering or purchasing Participation Unit forms; s) transaction scheme for buying or selling DINFRA Participation Units on the Stock Exchange (if any); t) type of business activities of Infrastructure Assets that are the investment objectives of DINFRA; u) DINFRA structure; v) agreements related to DINFRA; w) relevant legislation regarding DINFRA; x) estimated and projected profits from DINFRA assets; y) general meeting of Participation Unit holders; z) other material matters for investors to know (if any); and aa) dissolution and liquidation of DINFRA.

Article 29
(1) The Investment Manager managing DINFRA whose Participation Units are offered through Public Offering and offered continuously must issue an update of the DINFRA Disclosure Document in the event of a change in material facts. (2) The update of the DINFRA Disclosure Document as referred to in paragraph (1) may be in the form of an insertion of changes to the DINFRA Disclosure Document by stating, “THIS INSERTION IS AN UPDATE AND AN INTEGRAL PART OF THE DISCLOSURE DOCUMENT.”.

CHAPTER V
ASSET VALUATION IN DINFRA

Article 30
In the event that DINFRA invests in Infrastructure Assets directly, asset valuation is conducted with the following provisions:
a. The Investment Manager managing DINFRA must conduct periodic valuation of DINFRA’s Infrastructure Assets at least 1 (one) time in 1 (one) year; and b. all valuations of Infrastructure Assets as referred to in letter a must be conducted by an Appraiser appointed by the Investment Manager managing DINFRA and approved by the Custodian Bank.

Article 31
In the event that DINFRA invests in Infrastructure Assets indirectly, asset valuation is conducted with the following provisions:
a. The Investment Manager managing DINFRA must calculate the Fair Market Value of indirectly held Infrastructure Assets in the DINFRA portfolio and submit it to the Custodian Bank every 3 (three) months at the latest on the 10th (ten) day after the end of the months of March, June, September, and December; b. the calculation of Fair Market Value as referred to in paragraph (1) is not required to use a method referring to regulations in the Capital Market sector regarding the Fair Market Value of Securities in mutual fund portfolios, except in the event that Securities constituting indirectly held Infrastructure Assets in the DINFRA portfolio consist of Securities listed and/or traded on the Stock Exchange; and
c. in the event that the calculation of Fair Market Value of Infrastructure Assets as referred to in letter a is not conducted using a method referring to regulations in the Capital Market sector regarding the Fair Market Value of Securities in mutual fund portfolios, the Investment Manager managing DINFRA must consistently establish the calculation method for the Fair Market Value of Securities in the DINFRA portfolio as the basis for calculating Net Asset Value.

Article 32
(1) The Investment Manager managing DINFRA must calculate the Fair Market Value of other assets in the DINFRA portfolio and submit it to the Custodian Bank every 3 (three) months at the latest on the 10th (ten) day after the end of the months of March, June, September, and December. (2) Valuation of other assets in the DINFRA portfolio must be conducted by the Investment Manager using a method referring to regulations in the Capital Market sector regarding the Fair Market Value of Securities in mutual fund portfolios.

CHAPTER VI
REGISTRATION STATEMENT FOR PUBLIC OFFERING AND APPLICATION FOR LISTING OF DINFRA

First Section
Registration Statement for Public Offering

Article 33
(1) In the event that DINFRA Participation Units are offered through Public Offering, the Investment Manager managing DINFRA must submit the Registration Statement for the DINFRA Public Offering to the Financial Services Authority. (2) The Registration Statement for the DINFRA Public Offering is submitted by the Investment Manager as follows:
a. submitting the Registration Statement prepared using the format of the Registration Statement for DINFRA Public Offering as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; b. at least 1 (one) Registration Statement document and other documents must be signed directly by the Party whose name is stated in the Registration Statement and affixed with sufficient stamp duty;
c. a statement that all Capital Market supporting institutions and professions mentioned in the Registration Statement are fully responsible for the data presented relevant to their functions, in accordance with applicable regulations, codes of ethics, norms, and professional standards; and
d. including documents at least comprising:

1. Collective Investment Contract made with a notarial deed by a notary registered with the Financial Services Authority accompanied by its digital format;
2. DINFRA Disclosure Document (affixed with stamp duty and signed by the parties accompanied by its digital format); and
3. documents containing information and material facts related to DINFRA investment in Infrastructure Assets.
   (3) For the DINFRA Registration Statement, the Investment Manager must create, store, and administer the following documents:
   a. DINFRA Collective Investment Contract accompanied by its digital format; b. copies of agreements related to Infrastructure Assets;
   c. Infrastructure Asset valuation documents for both direct and/or indirect investments;
   d. Participation Unit offering cooperation agreement (if any); e. audit report from the legal aspect and legal opinion made by a legal consultant registered with the Financial Services Authority regarding DINFRA and Infrastructure Assets; f. due diligence results on Infrastructure Assets signed by the Directors of the Investment Manager; g. DINFRA Disclosure Document affixed with stamp duty and signed by the parties accompanied by its digital format; h. in the event that DINFRA uses a Special Purpose Company, must have:
4. deed of establishment and amendment of the articles of association of the Special Purpose Company;
5. business license from the competent authority (if any); and
6. list of Parties affiliated with the Special Purpose Company; and
   i. marketing and operational plan for DINFRA.
   (4) In the event that the Financial Services Authority has provided an electronic system, the Registration Statement must be submitted through the said electronic system. (5) In the event that the Registration Statement as referred to in paragraph (2) does not meet requirements or meets requirements, the Financial Services Authority provides a notification letter to the applicant stating that:
   a. the Registration Statement is incomplete; or b. the Registration Statement is declared effective by the Financial Services Authority.

Second Section
Application for Listing

Article 34
(1) In the event that DINFRA Participation Units are offered not through Public Offering, the Investment Manager managing DINFRA must submit an application for listing for the DINFRA Participation Unit offering to the Financial Services Authority at the latest 10 (ten) working days since the date of signing the Collective Investment Contract. (2) The DINFRA listing application as referred to in paragraph (1) is submitted by the Investment Manager accompanied by:
a. Collective Investment Contract made with a notarial deed by a notary registered with the Financial Services Authority accompanied by its digital format; b. DINFRA Disclosure Document affixed with stamp duty and signed by the parties accompanied by its digital format; and
c. documents containing information and material facts related to DINFRA investment in Infrastructure Assets.
(3) For DINFRA listing, the Investment Manager must create, store, and administer the following documents:
a. DINFRA Collective Investment Contract accompanied by its digital format; b. copies of agreements related to Infrastructure Assets;
c. Infrastructure Asset valuation documents for both direct and/or indirect investments;
d. Participation Unit offering cooperation agreement (if any); e. audit report from the legal aspect and legal opinion made by a legal consultant registered with the Financial Services Authority regarding DINFRA and Infrastructure Assets; f. due diligence results on Infrastructure Assets signed by the Directors of the Investment Manager; g. DINFRA Disclosure Document affixed with stamp duty and signed by the parties accompanied by its digital format; h. in the event that DINFRA uses a Special Purpose Company, must have:

1. deed of establishment and amendment of the articles of association of the Special Purpose Company;
2. business license from the competent authority (if any); and
3. list of Parties affiliated with the Special Purpose Company; and
   i. marketing and operational plan for DINFRA.
   (4) In the event that the Financial Services Authority has provided an electronic system for DINFRA listing applications, the listing application must be submitted through the said electronic system.

Article 35
(1) In processing the Registration Statement for Public Offering or application for listing of DINFRA, the Financial Services Authority reviews the completeness of the application documents. (2) To support the review of DINFRA, the Financial Services Authority is authorized to:
a. request the Investment Manager managing DINFRA to conduct a presentation; and/or b. conduct on-site inspections of Infrastructure Assets that will become the underlying assets of DINFRA.

CHAPTER VII
DINFRA REPORTING

Article 36
(1) The calculation of DINFRA Net Asset Value as referred to in Article 9 paragraph (1) letter f must be submitted by the Custodian Bank to the Financial Services Authority at the latest on the 12th (twelfth) day after the end of the months of March, June, September, and December. (2) In the event that DINFRA has an investment portfolio in the form of Infrastructure Assets directly, for the calculation of DINFRA Net Asset Value as referred to in paragraph (1), the Fair Market Value of the investment portfolio used is the Fair Market Value calculated based on the latest valuation results by the Appraiser. (3) The report as referred to in paragraph (1) must be submitted electronically to the Financial Services Authority through the reporting system provided by the Financial Services Authority. (4) The Net Asset Value calculation reported by the Custodian Bank as referred to in paragraph (1) must be available to Participation Unit holders in printed or digital form. (5) Further provisions regarding the procedures for electronic reporting to the Financial Services Authority are regulated by a Circular Letter of the Financial Services Authority.

Article 37
(1) The Investment Manager together with the Custodian Bank must compile the annual financial report of DINFRA based on generally accepted accounting principles.
(2) The Investment Manager managing DINFRA must submit the audited annual financial report of DINFRA by an accountant registered with the Financial Services Authority at the latest at the end of the third month after the date of the DINFRA annual financial report. (3) The annual financial report of DINFRA as referred to in paragraph (1) must be available to DINFRA Participation Unit holders.

Article 38
In the event that the deadline for submitting reports as referred to in Article 36 and Article 37 falls on a holiday, the report must be submitted on the next 1 (one) working day.

CHAPTER VIII
DISSOLUTION OF DINFRA

Article 39
DINFRA must be dissolved in the event that:
a. ordered by the Financial Services Authority in accordance with regulations in the Capital Market sector; or b. the Investment Manager and Custodian Bank have agreed to dissolve DINFRA after first obtaining approval from all Participation Unit holders.

Article 40
In the event that DINFRA is dissolved due to conditions as referred to in Article 39 letter a, the Investment Manager must:
a. submit a plan for dissolution, liquidation, and distribution of DINFRA liquidation proceeds to all DINFRA Participation Unit holders at the latest 10 (ten) working days since ordered by the Financial Services Authority, and on the same day notify in writing to the Custodian Bank to stop the calculation of DINFRA Net Asset Value; b. instruct the Custodian Bank to pay the liquidation proceeds entitled to Participation Unit holders with calculation provisions done proportionally from the Net Asset Value at the time of dissolution and the liquidation proceeds received by Participation Unit holders; and
c. submit a report on the results of dissolution, liquidation, and distribution of DINFRA liquidation proceeds to the Financial Services Authority at the latest 180 (one hundred eighty) days since ordered to dissolve by the Financial Services Authority with the following documents:

1. report on the results of dissolution, liquidation, and distribution of DINFRA liquidation proceeds completed with an opinion from a legal consultant registered with the Financial Services Authority;
2. financial report related to the dissolution, liquidation, and distribution of DINFRA liquidation proceeds audited by an accountant registered with the Financial Services Authority; and
3. deed of dissolution and liquidation of DINFRA from a notary registered with the Financial Services Authority.
   d. the time limit for submitting the report on the results of dissolution, liquidation, and distribution of DINFRA liquidation proceeds to the Financial Services Authority as referred to in letter c may be extended with the approval of the Financial Services Authority.

Article 41
In the event that DINFRA is dissolved due to conditions as referred to in Article 39 letter b, the Investment Manager must:
a. submit to the Financial Services Authority within a time limit of at the latest 5 (five) working days since the occurrence of the agreement to dissolve DINFRA by the Investment Manager and Custodian Bank by attaching:

1. agreement on dissolution and liquidation of DINFRA between the Investment Manager and Custodian Bank;
2. approval of the DINFRA Participation Unit holders meeting as referred to in Article 11;
3. reasons for dissolution; and
4. final financial condition of DINFRA,

and on the same day submit the plan for dissolution, liquidation, and distribution of liquidation proceeds of the DINFRA to the Unit holders, and notify in writing the Custodian Bank to stop the calculation of the Net Asset Value of the DINFRA; b. instruct the Custodian Bank to pay the liquidation proceeds due to the Unit holders, with the calculation being proportional to the Net Asset Value at the time the liquidation is completed and the liquidation proceeds are received by the Unit holders;
c. submit a report on the results of the dissolution, liquidation, and distribution of liquidation proceeds of the DINFRA to the Financial Services Authority no later than 180 (one hundred eighty) days from the occurrence of the agreement to dissolve the DINFRA by the Investment Manager and the Custodian Bank, with documents as follows:

1. a report on the results of the dissolution, liquidation, and distribution of liquidation proceeds of the DINFRA, accompanied by an opinion from a legal consultant registered with the Financial Services Authority;
2. financial statements related to the dissolution, liquidation, and distribution of liquidation proceeds of the DINFRA, audited by an accountant registered with the Financial Services Authority;
   and
3. the deed of dissolution and liquidation of the DINFRA from a notary registered with the Financial Services Authority; and
   d. the time limit for submitting the report on the results of the dissolution, liquidation, and distribution of liquidation proceeds of the DINFRA to the Financial Services Authority as referred to in letter c may be extended with the approval of the Financial Services Authority.

CHAPTER IX
SANCTION PROVISIONS
Article 42
(1) Without prejudice to criminal provisions in the Capital Market sector, the Financial Services Authority has the authority to impose administrative sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties that cause the violation to occur, in the form of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letter b, letter c, letter d, letter e, letter f, or letter g may be imposed with or without being preceded by the imposition of an administrative sanction in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letter c, letter d, letter e, letter f, or letter g.

Article 43
In addition to administrative sanctions as referred to in Article 42 paragraph (1), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 44
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 42 paragraph (1) and certain actions as referred to in Article 43 to the public.

CHAPTER X
CLOSING PROVISIONS
Article 45
This Financial Services Authority Regulation shall come into force on the date of its promulgation.

This copy is in accordance with the original
Director of Law 1
Legal Department signed
Yuliana

In order that everyone may know it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia. Determined in Jakarta on July 19, 2017 CHAIRMAN OF THE COMMISSIONERS BOARD FINANCIAL SERVICES AUTHORITY, signed MULIAMAN D. HADAD

Promulgated in Jakarta on July 27, 2017
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 170

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 52 /POJK.04/2017
CONCERNING
INFRASTRUCTURE INVESTMENT FUNDS IN THE FORM OF COLLECTIVE INVESTMENT CONTRACTS

I. GENERAL
Infrastructure Investment Funds in the Form of Collective Investment Contracts, hereinafter referred to as DINFRA, are vehicles in the form of Collective Investment Contracts used to raise funds from investor members of the public to subsequently invest the majority in Infrastructure Assets by the Investment Manager. This investment product is intended to provide one of the funding alternatives for infrastructure development in Indonesia through the securitization of Infrastructure Assets, as well as to provide an alternative investment product for investors. This Financial Services Authority Regulation regulates matters regarding management guidelines, Collective Investment Contracts, disclosure documents, recording, reporting, and dissolution of DINFRA. With the issuance of this Financial Services Authority Regulation, it is hoped that the depth of the Indonesian Capital Market will be created through the investment management industry, while simultaneously increasing the competitiveness of the investment management industry in Indonesia.

II. ARTICLE BY ARTICLE
Article 1
It is clear enough.

Article 2
It is clear enough.

Article 3
It is clear enough.

Article 4
It is clear enough.

Article 5
It is clear enough.

Article 6
It is clear enough.

Article 7
It is clear enough.

Article 8
It is clear enough.

Article 9
It is clear enough.

Article 10
It is clear enough.

Article 11
It is clear enough.

Article 12
Paragraph (1)
As an example, the name of a DINFRA managed by Investment Manager XYZ with an investment policy that reflects the investment of Infrastructure Investment Funds in Infrastructure Assets can be named "XYZ Infrastructure Investment Fund Special Economic Zone". Another example, an Infrastructure Investment Fund managed by the same Investment Manager that reflects the investment of Infrastructure Investment Funds in Infrastructure Assets but with a US Dollar denomination can be named "XYZ Infrastructure Investment Fund toll road USD". Paragraph (2) Letter a It is clear enough. Letter b Examples of DINFRA names containing expressions regarding certainty or promises of returns and/or no investment risk include "Certain Profit Infrastructure Investment Fund" or "Loss-Proof Infrastructure Investment Fund". Letter c Examples of DINFRA names containing expressions that the Investment Manager has certain advantages that may not be true include "XYZ Infrastructure Investment Fund Best in Special Economic Zone". Letter d It is clear enough.

Article 13
It is clear enough.

Article 14
It is clear enough.

Article 15
Paragraph (1)
Letter a.
Examples of types of Infrastructure Assets include:
a. transportation infrastructure; b. road infrastructure;
c. water resources and irrigation infrastructure;
d. drinking water infrastructure; e. centralized wastewater management system infrastructure; f. local wastewater management system infrastructure; g. waste management system infrastructure; h. telecommunications and informatics infrastructure;
i. electricity infrastructure;
j. oil, gas, and renewable energy infrastructure; k. energy conservation infrastructure;
l. urban facility infrastructure;
m. educational facility infrastructure; n. sports and arts facility and infrastructure; o. zone infrastructure; p. tourism infrastructure; q. health infrastructure; r. correctional institution infrastructure; and s. public housing infrastructure. Paragraph (2) It is clear enough. Paragraph (3) Letter a It is clear enough. Number 2 Debt-type securities whose payments originate from Infrastructure Assets, for example, are Project Bonds and Infrastructure Bonds. Number 3 It is clear enough.

Article 16
It is clear enough.

Article 17
It is clear enough.

Article 18
Fund lending and/or issuance of debt-type securities for the benefit of the DINFRA may be done directly and/or through a Special Purpose Company.

Article 19
Letter a
What is meant by "at a fair price" is considering a fair price based on the Appraiser (for direct investment in Infrastructure Assets).
Letter b
It is clear enough.

Article 20
It is clear enough.

Article 21
It is clear enough.

Article 22
It is clear enough.

Article 23
It is clear enough.

Article 24
It is clear enough.

Article 25
The website can be a website owned by the Investment Manager, the Stock Exchange, or other parties related to the Infrastructure Investment Fund.

Article 26
It is clear enough.

Article 27
It is clear enough.

Article 28
It is clear enough.

Article 29
Paragraph (1)
What is meant by "material facts" includes, among others, financial reports, changes in the members of the Board of Directors of the Investment Manager, costs, and the address of the Investment Manager. Paragraph (2) It is clear enough.

Article 30
It is clear enough.

Article 31
It is clear enough.

Article 32
It is clear enough.

Article 33
It is clear enough.

Article 34
It is clear enough.

Article 35
It is clear enough.

Article 36
It is clear enough.

Article 37
It is clear enough.

Article 38
It is clear enough.

Article 39
It is clear enough.

Article 40
It is clear enough.

Article 41
It is clear enough.

Article 42
It is clear enough.

Article 43
It is clear enough.

Article 44
It is clear enough.

Article 45
It is clear enough.

ADDITIONAL STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6104