GENERAL PROVISIONS APPLICABLE TO FINANCIAL ENTITIES AND OTHER PERSONS PROVIDING INVESTMENT SERVICES

Published in the Official Gazette of the Federation on January 9, 2015.
Modified by Resolution published in the same Gazette on July 29, October 26, 2015, February 9, 2016, as well as September 13, 2023.

The National Banking and Securities Commission, based on the provisions of Articles 138, fraction V; 171, fractions II, VII, IX and X; 178; 189, fraction III; 190, second and last paragraphs; 190 Bis; 190 Bis 1, first paragraph; 191; 200, fractions I, last paragraph and VIII, second paragraph; 203, first paragraph; 208, 224; 226, fraction IX and last paragraph and 413 of the Securities Market Law, 46, fraction IX; 53, first paragraph; 81, first paragraph and 96 Bis, first paragraph of the Credit Institutions Law; 34 Bis 1, fraction VII; 39 Bis 1, penultimate and last paragraphs; 39 Bis 2, second paragraph, fraction III; 39 Bis 3, second and last paragraphs; 39 Bis 4; 40 Bis 3; 61 Bis, fractions VI and VII; 80 Bis of the Investment Funds Law; as well as 4, II, IX, fractions XXXVI and XXXVIII, 16, fraction I and 19 of the Law of the National Banking and Securities Commission, and

CONSIDERING

That the Securities Market Law and Investment Funds Law, reformed by the "Decree reforming, adding and repealing various provisions in financial matters and issuing the Law to Regulate Financial Groupings", published on January 10, 2014, establish the authority for the National Banking and Securities Commission to regulate the provision of investment services by investment advisors and by investment fund operating companies and companies or entities that distribute investment fund shares;

That regarding investment advisors and investment fund operating companies and companies or entities that distribute investment fund shares, the Securities Market Law and the Investment Funds Law, respectively, mandate the Commission to regulate the investment services provided by these persons and entities, in matters such as the reasonableness of recommendations, policy for the diversification of investment portfolios, client investment profile, profile of the securities subject to their services, information to their clients, including commissions charged, general framework of operation, and regarding investment advisors who are not independent, maximum limits in the placement of securities;

That various provisions issued by the National Banking and Securities Commission in the aforementioned matters are applicable to brokerage houses and credit institutions, so in order to eliminate regulatory asymmetries and taking into account the provision of similar services by these financial entities, investment advisors and investment fund operating companies and companies or entities that distribute investment fund shares, it is necessary that they be subject to the same rules regarding their operation, obligations, disclosure of information, among others;

That regarding the fundamental obligation in the matter of advised investment services, that is, the mandate according to the aforementioned legal instruments, to make reasonable recommendations, considering the client's profile, the financial product profile as well as the policy for the diversification of the investment portfolio, it cannot be isolated from the need to have policies and guidelines for the determination of client profiles or the profiles of the financial products subject to the recommendation, so it is deemed indispensable that such norms apply to all those subjects who provide advised investment services, that is, investment advice and investment management, including any person who obtains their registration to act as an investment advisor, and

That in order to have a single legal instrument containing the norms applicable both to brokerage houses and credit institutions as well as to investment advisors, investment fund operating companies and companies or entities that distribute investment fund shares, it is convenient to issue a new regulatory body that is equally applicable to said financial entities and persons, considering in all cases their respective particularities, has resolved to issue the following:

GENERAL PROVISIONS APPLICABLE TO FINANCIAL ENTITIES AND OTHER PERSONS PROVIDING INVESTMENT SERVICES

INDEX

FIRST TITLE
Of Advised and Non-Advised Investment Services

Chapter I
Generalities

Chapter II
Investment Advice

Chapter III
Investment Management

Chapter IV
Marketing or Promotion and Execution of Operations

SECOND TITLE
Of the Responsibilities of the Governing Bodies

Single Chapter

THIRD TITLE
Of the Obligations, Prohibitions, Conflicts of Interest and Business Conduct

Chapter I
Of the Obligations

Chapter II
Of the Prohibitions

Chapter III
Of the Conflicts of Interest

Chapter IV
Of the Business Conduct

FOURTH TITLE
Of Commissions and Information in Account Statements

Single Chapter

FIFTH TITLE
Of Analysis Reports

Single Chapter

SIXTH TITLE
Of the Periodic Information to be Sent to the Commission

Single Chapter

ANNEXES

(8) ANNEX 1 Format of the declarations regarding compliance with the requirements to be considered as a Sophisticated Client as well as that relative to the provision of the Execution of Operations service when an Investment Advisor has been hired, in turn

ANNEX 2 Format of application for Issuers with securities registered in the Registry, legal entities that are part of the same business group as those, fiduciary institutions of trusts, as well as departments and entities of the Federal Public Administration, that request to be considered as Institutional Investors

(8) ANNEX 3 Elements to determine the client profile in advised investment services

(8) ANNEX 4 Elements to determine the financial product profile in Advised Investment Services

(5) ANNEX 5 Minimum content of the general framework of operation to provide Investment Management

(4) ANNEX 5 Bis Minimum content of investment and operation policies to provide Investment Management to issuers of indexed fiduciary exchange certificates that do not explicitly seek returns greater than the index, financial asset or reference parameter or of fiduciary exchange certificates whose main purpose is investment in securities and whose assets are invested primarily in securities, on average of the last six months

(8) ANNEX 6 Securities or instruments subject to marketing or promotion

ANNEX 7 Elements to determine the financial product profile in marketing or promotion

ANNEX 8 Minimum functions of the committee responsible for the analysis of financial products or equivalent body or responsible person

ANNEX 9 Supervision functions for compliance with provisions in the matter of Investment Services

ANNEX 10 Minimum content of the investment services guide

(5) ANNEX 11 Register of recommendations made, information provided and client instructions

(8) ANNEX 12 Standards for the disclosure of information through the worldwide electronic network called Internet

(8) ANNEX 13 Of conflicts of interest

(8) ANNEX 14 Additional information that account statements and operation reports will contain

ANNEX 15 Minimum content of Analysis Reports

(5) ANNEX 16 Regulatory Reports of Investment Services (Securities Portfolio)

(8) ANNEX 17 Data of the person responsible for providing information via SITI (Capture the data of the person who will provide the information via the system, access keys will be assigned to that person)

(8) ANNEX 18 Equivalence between short and long-term ratings

ANNEX 19 Regulatory report on the distribution of public offerings of securities

FIRST TITLE

Of Advised and Non-Advised Investment Services

Chapter I

Generalities

Article 1.- In addition to the definitions contained in the Securities Market Law, for the purposes of these provisions, the following shall be understood, in singular or plural:

I. Analysts: persons who, holding employment, position or commission in Financial Entities or in Investment Advisors, or by providing them with a service, develop activities related to the preparation of Analysis Reports of Issuers, Securities, Financial Derivative Instruments or markets, which are disclosed to the public through printed or electronic media.

II. Business Areas: the areas of a Financial Entity or Investment Advisor responsible for carrying out any of the following activities:
a) Making public offerings of Securities; b) Providing Investment Services or executing operations with Securities or Financial Derivative Instruments on their own account; c) Common representation in Securities issuances; d) Design and structuring of financing and corporate capitalization plans; e) Granting bank credits that are part of the commercial credit portfolio.
Bank credits for consumption and those intended for housing shall not be included; f) Advice on mergers, spin-offs or capital acquisitions and other corporate restructurings; g) Administration of investment fund assets, and h) Distribution of investment fund shares.

III. Investment Advisors: persons, natural or legal, registered with the Commission in terms of Article 225 of the Securities Market Law, who, without being intermediaries in the securities market, provide habitual and professional Investment Management or Investment Advice services.

IV. Independent Investment Advisors: Investment Advisors whose shareholders, partners, members of the board of directors, as well as executives, agents and employees, do not participate in the capital or in the governing bodies, nor have a relationship of dependence with credit institutions, brokerage houses, investment fund operating companies, investment fund share distributing companies or securities rating agencies.

V. Investment Advice: the provision by Financial Entities or Investment Advisors, orally or in writing, of personalized or individualized recommendations or advice to a client, suggesting investment decisions on one or more Financial Products, which may be done at the request of said client or on the initiative of the Financial Entity or Investment Advisor itself. In no case shall the execution of operations arising from Investment Advice be understood as Execution of Operations, even if there is an instruction from the client.

VI. Sophisticated Clients: a person who maintains on average during the last twelve months, investments in Securities in one or more Financial Entities, for an amount equal to or greater than 3,000,000 (three million) Investment Units, or who has obtained in each of the last two years, gross annual income equal to or greater than 1,000,000 (one million) Investment Units.

VII. Marketing or Promotion: the provision by Financial Entities, through their agents to celebrate operations with the public and by any means, of generalized recommendations regardless of the client's profile, regarding the services that the Financial Entity itself provides, or to carry out purchase, sale or repurchase operations on the Securities or instruments detailed in Annex 6 of these provisions. Financial Entities may Market or Promote Securities other than those indicated in such Annex, provided they are Sophisticated Clients.

VIII. Commission: the National Banking and Securities Commission.

IX. Execution of Operations: the receipt, transmission and execution of orders, in relation to one or more Securities or Financial Derivative Instruments, with the Financial Entity obligated to execute the operation exactly on the same terms as instructed by the client.

X. Financial Entity: credit institutions, brokerage houses, investment fund operating companies when providing the service of securities portfolio administration on behalf of third parties, as well as investment fund share distributing companies and entities providing said service.

XI. Investment Strategy: the set of guidelines prepared by the Financial Entity or Investment Advisor to provide Advised Investment Services to their clients, based on the characteristics and conditions of the markets, Securities and Financial Derivative Instruments in which it is intended to invest.

XII. Investment Management: the taking of investment decisions on behalf of clients through the administration of accounts carried out by the Financial Entity or Investment Advisor, under brokerage intermediation contracts, trusts, mandates, commissions or mandates, in which the discretionary management of said accounts is always agreed upon.

XIII. Lead Underwriter: the brokerage house acting as such in terms of the General Provisions applicable to brokerage houses, published in the Official Gazette of the Federation on September 6, 2004 and its respective modifications.

XIV. Underwriting Participant: the Financial Entity that receives any commission or consideration from the issuer, the Lead Underwriter or member of the underwriting syndicate for participation in the distribution of securities.

XV. Financial Products: Securities, Financial Derivative Instruments, Investment Strategies or composition of the investment portfolio.

XVI. Complaint: any written manifestation of disagreement or complaint made known to a Financial Entity or Investment Advisor, its employees or agents, made by a client and related to Investment Services.

XVII. Analysis Reports: information directed to the public or to the general clientele of a Financial Entity or Investment Advisor, containing financial analysis of Issuers, Securities or Financial Derivative Instruments that contains opinions for investment decision-making.

XVIII. Investment Services: the habitual and professional provision to clients of Advised and Non-Advised Investment Services.

XIX. Advised Investment Services: the habitual and professional provision to clients of Investment Advice or Investment Management.

XX. Non-Advised Investment Services: the habitual and professional provision to clients of Marketing or Promotion or Execution of Operations.

XXI. Remuneration System: referred to in the General Provisions applicable to brokerage houses published in the Official Gazette of the Federation on September 6, 2004 and its respective modifications, and in the General Provisions applicable to credit institutions published in the same Official Gazette on December 2, 2005 and its respective modifications and applicable, insofar as relevant, to employees or personnel holding any position, mandate, commission or any other legal title that said brokerage houses or credit institutions have granted for the provision of Investment Services, or whose functions are related to said Investment Services.

XXII. SITI: the Inter-institutional Information Transfer System, which is part of the Commission's Official Registry.

Regarding Financial Derivative Instruments, only those offered or recommended under the provision of Investment Services, if they underlie brokerage intermediation contracts, trusts, mandates, commissions or securities administration, shall be included in these provisions, so those negotiated in terms of other contracts shall be excluded.

Article 2.- Financial Entities or Investment Advisors, prior to the provision of Investment Services, shall assume that their clients are not Sophisticated Clients for the purposes of these provisions, unless the client themselves declares such status.

(6) Persons who intend to be considered as Sophisticated Clients must sign an agreement letter with Format A, contained in Annex 1 of these provisions. This letter must be presented and signed in a document separate from any other required by the Financial Entities or by the Investment Advisors and does not exempt them from carrying out the evaluation to determine the client profile, in the case of Advised Investment Services. The letter signed by clients, in accordance with the provisions of this paragraph, must be kept in the respective client files.

These provisions shall not be applicable when Financial Entities or Investment Advisors provide Investment Services to the clients indicated in the following fractions I to V, so for the purposes of their profile in the provision of Advised Investment Services, they shall be understood to have the financial capacity to face the inherent risks of operations with Securities or Financial Derivative Instruments, as well as the knowledge and experience necessary to understand them. This without prejudice to the fact that Financial Entities or Investment Advisors must observe what is provided in Articles 25, second paragraph, 30, 51, 52, 53 and 54 of these provisions.

I. Institutional Investors, unless they request treatment as any other client, in which case Financial Entities must adjust to what is provided in these provisions and determine their investment profile in accordance with Article 4 and Annex 3 of these provisions.

(6) The application referred to in the previous paragraph shall never proceed when it concerns Institutional Investors that are credit institutions, brokerage houses, investment fund operating companies, investment fund share distributing companies, pension fund administrators, insurance institutions or guarantee institutions, so these entities shall not be subject to the provisions of these provisions;

II. Foreign Financial Institutions, including those referred to in the Credit Institutions Law;

III. Foreign Investors who declare having the status of Institutional Investor or equivalent in their country of origin in accordance with the legislation applicable to them;

IV. Issuers that have Securities registered in the Registry with preventive registration in its generic modality;

V. Whenever they so request according to the format established in Annex 2 of these provisions:
a) Issuers that have Securities registered in the Registry, as well as legal entities that are part of the business group to which they belong; b) Fiduciary institutions of trusts, and c) Departments and entities of the Federal Public Administration.

In all cases, the applications presented in terms of the content of the fractions of this article must be kept in the respective client file.

(4) Regarding Financial Entities and Investment Advisors whose clients are issuers of indexed fiduciary exchange certificates that do not explicitly seek returns greater than the index, financial asset or reference parameter or of fiduciary exchange certificates whose main purpose is investment in securities and whose assets are invested primarily in securities, on average of the last six months, during the validity of the issuance, they shall only be obliged to comply with what is provided in Articles 13 Bis, 20, 21, 22, 25, 26, 30, 31, 46, 47, 48, 49, 50, 51 and 52, as well as in Annex 5 Bis of these provisions.

(6) Article 3.- The provision of Investment Services must be carried out by Financial Entities through natural persons authorized by the Commission, provided they are certified to celebrate operations with the public regarding advice, promotion, purchase and sale of Securities with the public, in accordance with the Securities Market Law and applicable provisions. Regarding Investment Advisors that are legal entities, the provision of Investment Services must be carried out through persons who have technical quality, honorability and satisfactory credit history, before a self-regulatory body recognized by the Commission, in accordance with Article 226, fraction VI of the Securities Market Law, and in the case of Investment Advisors that are natural persons, they must comply with Article 225 of said Law.

Chapter II

Investment Advice

Article 4.- For the provision of Investment Advice, Financial Entities or Investment Advisors are obliged to request the necessary information to carry out an evaluation on the financial situation, knowledge and experience in financial matters, as well as the investment objectives of the client regarding the amounts invested in the account in question, in terms of what is provided in Annex 3 of these provisions. The result of the evaluation will be the client profile which must be consistent with the elements that integrate it detailed in said Annex 3.

Additionally, Financial Entities and Investment Advisors who provide Investment Advice must conduct an analysis of each Financial Product. The result of the analysis will be the profile of the Financial Product, which must be consistent with all elements that comprise it. Furthermore, the aforementioned analysis must be carried out in accordance with what is established in Annex 4 of these provisions.

Article 5.- Financial Entities or Investment Advisors who provide Investment Advice, prior to each personalized recommendation, advice, or suggestion, must ensure that they are reasonable for the client and account in question, verifying the consistency between:
(6) I. The profile of the client or account in question; (6) II. The profile of the Financial Product and its adequacy with the profile of the client or account, and (7) III. The policy for the diversification of the investment portfolio that Financial Entities or Investment Advisors establish for this purpose.

Additionally, for purposes of reasonableness, Financial Entities and Investment Advisors must comply with the maximum limits established by the committee responsible for the analysis of Financial Products, or in their case, the equivalent body or responsible person, in accordance with the policy for the diversification of the investment portfolio referred to in Article 6 of these provisions.

In the case of Investment Advisors who are natural persons, they must establish such limits in accordance with the policy for the diversification of investment portfolios that they have previously defined and documented.

Financial Entities or Investment Advisors who provide Investment Advice services, regarding the Securities or instruments indicated in Annex 6 of these provisions, will not be obligated to perform the evaluation to determine the reasonableness referred to in this article.

In the event of delivering physically or by any means information about the Financial Products subject to recommendations, advice, or suggestions, it must be previously authorized by the committee responsible for the analysis of Financial Products, the equivalent body or responsible person, or comply with what is provided in the policies and guidelines established for this purpose by said committee, body, or person. The aforementioned information must include as a minimum, if applicable, the offering prospectus or placement prospectus regarding the Securities or any other document authorized by the Commission in accordance with applicable provisions, or indicate where they could be consulted by the client.

In the case of natural person Investment Advisors, the information they provide to their clients regarding the Financial Products subject to recommendations, advice, or suggestions, must comply with the policies and guidelines previously defined and documented for such effect, and in any case, must consider the minimum information indicated in the preceding paragraph.

Under no circumstances shall the performance of the reasonableness evaluation by Financial Entities or Investment Advisors guarantee the result, success, or returns of the investments.

(4) Article 5 Bis.- Investment Advisors, as part of the advised investment Services they provide, may make generalized recommendations regarding the securities indicated in Annex 6 of these provisions, in which case they must provide their clients with information regarding the profile of the Security in question, enumerating potential benefits, risks, costs, and any other warning that the client should know, in accordance with what is mentioned in Annex 7 of these provisions. In all cases, they must inform their clients that this is not a personalized recommendation. Generalized recommendations on Securities other than those indicated in the aforementioned Annex 6 may only be made to Sophisticated Clients. In these cases, Investment Advisors are prohibited from doing the following:
(4) I. Provide elements of opinion or value judgments regarding the Securities, in relation to the client in question; (4) II. Use expressions or terms that invite the client in question to make investment decisions regarding Securities, or (4) III. Employ words or expressions in the information they provide, relating to Financial Products, such as the best option in the interest of the client in question, or that which might satisfy their particular investment needs. (4) The provision of the services referred to in this article under no circumstances guarantees the result, success, or returns of the investments.

Article 6.- Financial Entities or Investment Advisors who provide Investment Advice are obligated to have policies for the diversification of their clients' investment portfolios based on determined investment profiles, prepared by the committee responsible for the analysis of Financial Products, the equivalent body, or the responsible person. These policies must indicate how the committee responsible for the analysis of Financial Products, the equivalent body, or the responsible person, as applicable, must establish maximum limits to be considered at the time of investment recommendation, at least with respect to the same Security, Derivative Financial Instrument, issuer, or counterparty.

Additionally, they must establish the conditions under which clients' investment portfolios would not meet said limits.

In the case of Investment Advisors who are natural persons, the policy for the diversification of investment portfolios referred to in Article 5, third paragraph of these provisions, must include the maximum limits referred to in the preceding paragraph, as well as the conditions under which their clients' investment portfolios might not comply with said limits.

Article 7.- Financial Entities or Investment Advisors when providing Investment Advice services to their clients who are not Institutional Investors or Sophisticated Clients, may recommend the acquisition of classes or categories of Securities or Derivative Financial Instruments or the adoption of an Investment Strategy or composition of the investment portfolio, including for this purpose a justification that such recommendation is reasonable in accordance with what is established in Article 5 of these provisions.

The justification must be prepared and delivered to their clients, and it must specify the classes or categories of Securities or Derivative Financial Instruments that may be acquired based on such recommendation, as well as the maximum investment percentages for each class or category of Securities or Derivative Financial Instruments corresponding to them in terms of the client's investment profile. It must also incorporate the diversification criteria corresponding to the determined investment profile, established in the policy referred to in Article 6 of these provisions.

Likewise, the maximum proposed limits for investment in Securities referred to in Annex 4 of these provisions must be established.

In the event that Financial Entities or Investment Advisors specifically recommend transactions on Securities or Derivative Financial Instruments, without having made the recommendations referred to in the first paragraph of this article, they must prepare the justification referred to in this article for each recommendation they make, including the characteristics of the Security or Derivative Financial Instrument in question; the applicable investment limit, and the corresponding client profile.

Article 8.- Financial Entities or Investment Advisors providing Investment Advice services, regarding an account formed wholly or partially by Securities or Derivative Financial Instruments transferred from another Financial Entity, or in the case where the account had not previously been subject to Investment Advice services by the Financial Entity or Investment Advisor itself, must identify such accounts.

Likewise, Financial Entities or Investment Advisors must have mechanisms or procedures determined by the committee responsible for the analysis of Financial Products, the equivalent body, or the responsible person, for the management of such accounts to ensure their progressive adjustment to these provisions, but in any case, Financial Entities or Investment Advisors have the obligation to identify the Securities or Derivative Financial Instruments of the portfolio that were received from another Financial Entity or that were not the product of Investment Advice performed by the Financial Entity or Investment Advisor itself.

In the case of Investment Advisors who are natural persons, they must establish such mechanisms and procedures and document them previously, considering in all cases, what is provided in the preceding paragraph.

Article 9.- Financial Entities or Investment Advisors in the provision of Investment Advice must ensure that personnel participating in such services, or the Investment Advisor themselves when this is a natural person, have full knowledge of the profile of the offered Financial Products and the profile of their clients.

For these purposes, Financial Entities or Investment Advisors must ensure that said personnel, in addition to the specification tables of Financial Products prepared by the committee responsible for the analysis of Financial Products, the equivalent body, or responsible person, know the following:
I. Offering documents, prospectuses, or informative brochures of the Security, authorized in accordance with applicable provisions;
II. Applicable provisions regulating the provision of Advised Investment Services, and
III. All information regarding the profile of the Financial Products.
(6) Financial Entities or Investment Advisors are obligated to train personnel who provide Investment Advice on the characteristics of Financial Products and the Advised Investment Service they offer prior to the presentation of said service.

In the case of Investment Advisors who are natural persons, they are obligated to know the information referred to in fractions I to III above.

Likewise, Financial Entities or Investment Advisors must timely communicate to their executives and personnel whose functions are related to the provision of Investment Advice, the policies regarding these and the Financial Products they offer.

Chapter III
Investment Management

Article 10.- Financial Entities or Investment Advisors prior to providing Investment Management services are obligated to formulate a general framework of action, in terms of what is provided for in Annex 5 of these provisions, to which they must adjust at all times and cannot modify it until six months have passed since the last reform, except in situations previously determined by the committee responsible for the analysis of Financial Products, the equivalent body, or responsible person, or in the situations previously determined and documented by the Investment Advisor who is a natural person. Likewise, they must have procedures for the periodic review of the general framework of action so that at all times it is adequate for the client and account in question.

Financial Entities or Investment Advisors must integrate the general framework of action into a document separate from the respective contract, which must also be signed by the respective client; likewise, they must foresee in said framework the manner, terms, and periodicity in which Financial Entities or Investment Advisors are obligated to inform the client of their performance.

Article 11.- Financial Entities or Investment Advisors providing Investment Management services must determine the profile of their clients and Financial Products in accordance with what is provided in Article 4 of this instrument, as well as perform the evaluation of the reasonableness of the transactions they carry out in terms of Article 5 of these provisions. Likewise, they must comply with the policy for the diversification of their clients' investment portfolios in accordance with what is established in Article 6 of these provisions.

Additionally, what is provided in Articles 13, second paragraph, regarding their counselors, executives, and employees referred to in the first paragraph of Article 371 of the Securities Market Law, and Article 9 of these provisions, will apply to them, concerning personnel participating in the provision of Advised Investment Services.

Financial Entities or Investment Advisors who are legal entities in the provision of Investment Management services must ensure that the persons referred to in Article 3 of these provisions, additionally demonstrate that they have the technical knowledge and capabilities to provide said service, based on the policies that Financial Entities or Investment Advisors establish for this purpose.

In the case of Investment Advisors who are natural persons, they must have the aforementioned technical knowledge and capabilities.

Article 12.- Financial Entities or Investment Advisors are obligated to keep documentary evidence that accredits that in the provision of Investment Management, the execution of transactions is reasonable in accordance with Article 5 of these provisions.

Article 13.- Financial Entities or Investment Advisors may predetermine standardized strategies to offer to their clients who have similar investment profiles, provided that the execution of clients' transactions does not affect the portfolios of the rest of the clients using such strategy.

Likewise, they may provide Investment Management services to their counselors, executives, and employees referred to in the first paragraph of Article 371 of the Securities Market Law, in accordance with what is provided in Articles 2, first paragraph, and 6, last paragraph of the "General Provisions Applicable to Transactions with Securities Carried Out by Counselors, Executives, and Employees of Financial Entities and Other Obligated Persons," published in the Official Journal of the Federation on November 4, 2014, or those that replace them, as well as to legal entities participating in their share capital, and to holding companies and legal entities that control them, provided that having agreed upon discretionary account management, the recommended Investment Strategy is standardized.

(4) Article 13 Bis.- Financial Entities and Investment Advisors providing Investment Management services to issuers of indexed fiduciary exchange-traded certificates that do not explicitly seek returns greater than those of the index, financial asset, or reference parameter, or well, of fiduciary exchange-traded certificates whose primary purpose is investment in Securities and whose assets are invested predominantly in Securities, on average over the last six months, during the validity of the issuance, will be obligated to:
(4) I. Establish investment and operation policies in accordance with which the trust assets will be invested, in terms of what is provided in Annex 5 Bis of these provisions.
These policies must determine if the investments are reasonable for the trust, as well as take into account the administration of potential conflicts of interest or, in their case, the absence thereof. Investment and operation policies must be authorized by the board of directors, equivalent body, or person in charge of administration.
(4) II. Analyze and evaluate the result of the trust management through investment in the assets or the execution of transactions that allow replicating the index, financial asset, or reference parameter.
(4) III. Issue the measures required to comply with the placement prospectus.
(4) IV. Disclose on their page on the worldwide electronic network known as the Internet the information referred to in fraction VIII of Annex 5 Bis of these provisions.

Chapter IV
Commercialization or Promotion and Execution of Transactions

Article 14.- Financial Entities providing Commercialization or promotion services of Securities must provide their clients at the time of formulating recommendations, at least the information regarding the profile of the Security or, in its case, Derivative Financial Instrument, enumerating both potential benefits, as well as its risks, costs, and any other warning that the client should know, in accordance with what is mentioned in Annex 7 of these provisions.

In the event of delivering physically or by any means information about the Financial Products subject to generalized recommendations, they must consider the information previously authorized by the committee responsible for the analysis of Financial Products or comply with what is provided in the policies and guidelines established for this purpose by said committee, and must include as a minimum, if applicable, the offering prospectus or placement prospectus regarding the Securities or any other document authorized by the Commission in accordance with applicable provisions, or indicate where they could be consulted by the client.

Article 15.- Financial Entities intending to provide Transaction Execution services, prior to contracting the service with the client, unless the Securities or instruments referred to in Annex 6 of these provisions are acquired, must demonstrate that:
(6) I. They warned the client that the requested transactions would not come from a recommendation in terms of what is provided for in Article 5 of these provisions, made known to them the risks inherent to this type of Unadvised Investment Service, and that therefore, it would be the client themselves who is responsible for verifying that the Securities or Derivative Financial Instruments are consistent with their investment objectives as well as evaluating their inherent risks. Likewise, they must expressly point out the differences between Transaction Execution and Advised Investment Services, and
II. The client reiterated the request to contract this service, subsequent to the performance of the acts indicated in the previous fraction.

To demonstrate what is described in the previous fractions I and II, the mere signature of the respective contract will not be sufficient, so these circumstances must be recorded either in writing or verbally or through electronic, digital, or magnetic means and kept by Financial Entities in the client's own file.
(6) Additionally, Financial Entities may provide through the same account, the Commercialization or promotion service to those clients who have contracted the Transaction Execution service, provided that they expressly identify the transactions that come from a client instruction from those whose origin was the Commercialization or promotion, in accordance with what is provided for in fraction V of Annex 11 of these provisions.

(6) Article 16.- Financial entities, in order to provide the Execution of Operations service when the client has simultaneously contracted an Investment Advisor or any other financial entity that provides recommendations on Securities or Financial Derivative Instruments, must obtain from their clients a letter in Format B contained in Annex 1 of these provisions to assume that the client is a Sophisticated Client. This is without prejudice to the responsibilities to which the Investment Advisor is subject in the provision of its services.

Additionally, at the time of contracting, they must warn the client that under no circumstances will the Financial entity be responsible for the recommendations provided by said Advisor or financial entity that provides recommendations on Securities or Financial Derivative Instruments. This is without prejudice to what is established in the third paragraph of Article 226 of the Securities Market Law.

Article 17.- Financial entities that are currently providing Unadvised Investment Services and wish to provide recommendations on Securities or instruments other than those indicated in Annex 6 of these provisions to clients who are not Sophisticated Clients, are obligated to inform them that in order to provide such recommendations, they must contract the Investment Advisory service.

Article 18.- Financial entities may enter into contracts with their clients that provide for the provision of both Advised and Unadvised Investment Services.

In this case, they are obligated to identify the operations carried out under the provision of Advised Investment Services from those that were instructed by the respective client in terms of fraction V of Annex 11 of these provisions.

It will be presumed that all operations carried out under the contracts referred to in this article were the result of Advised Investment Services, unless the contrary is explicitly demonstrated.

Prior to the execution of a client instruction that does not originate from the Advised Investment Services, Financial entities must warn the client that such operation will be carried out under the Execution of Operations service. In any case, Financial entities must leave evidence that the client themselves instructed the operation and keep such document as an integral part of the client's file.

Financial entities must observe the regulations provided in these provisions, corresponding to each of the Investment Services they provide in connection with the contracts referred to in this article.

SECOND TITLE
Of the responsibilities of governing bodies

Single Chapter

Article 19.- The board of directors of Financial entities, or equivalent body or person in charge of administration in the case of Investment Advisors that are legal entities, must approve policies and guidelines so that the respective Financial entities and Investment Advisors:

I. Carry out the necessary evaluation to determine their clients' profiles;
II. Conduct the analysis of Financial Products to be offered to their clients, in order to determine their profile, taking into account both their complexity and the Advised Investment Service to be provided;

III. Comply with the evaluation of the reasonableness of recommendations or operations in Advised Investment Services, and
IV. Define the parameters of action to be observed by persons providing Investment Services, which must at least contain:
a) Limits on the purchase or sale of Securities referred to in Section A of Annex 13 of these provisions, and b) The appropriate relationship between the different average maturity periods of the Securities and the client's liquidity needs.
V. Disseminate to their clients information regarding the Financial Products they offer, the activities and services they provide, as well as the commissions charged.

In the case of Investment Advisors that are natural persons, they must document the policies and guidelines defined for this purpose regarding the aspects referred to in this article.

The policies and guidelines referred to in fractions I to IV, as well as their modifications, must be submitted to the Commission within ten business days counted from the approval by the board of directors, equivalent body, or person in charge of administration, or once they have been defined and documented by the Investment Advisor that is a natural person; the Commission may order corrections at any time when they do not comply with these provisions.

Additionally, the policies and guidelines may establish that the evaluation referred to in Article 4, first paragraph, and Annex 3 of these provisions, must be carried out through interviews or questionnaires, which ensure a reasonable knowledge of clients. For this purpose, the characteristics of said policies and guidelines must be established, and they will be applied by the Financial entity itself or by the Investment Advisor, who will be responsible for their obtaining, use, and interpretation.

(7) The policies and guidelines established in terms of this article will be mandatory for executives, employees, and personnel providing Investment Services to clients of Financial entities or Investment Advisors.

Article 20.- Financial entities must have a committee responsible for the analysis of Financial Products. In the case of credit institutions and brokerage houses, the members of this committee must be independent of the structuring areas, without prejudice to the fact that officials from these areas may attend their sessions with voice but without vote. The committee will be responsible for carrying out the functions detailed in Annex 8 of these provisions and must rely on the comprehensive risk management unit or other technical areas of the Financial entity, depending on the nature of the function to be performed.

The committee responsible for the analysis of Financial Products is obligated to have detailed minutes of each of its sessions, incorporating the comments made by the attendees, as well as the presentations, analyses, or corresponding annexes that served as the basis for discussion and decision-making, and signed by the attendees.

The documentation mentioned in the previous paragraph must be kept for at least five years and made available to the Commission.

In the case of Investment Advisors that are legal entities, they are not obligated to have the committee responsible for the analysis of Financial Products referred to in this article, but must have an equivalent body assuming such functions, or designate a person responsible for carrying out the activities indicated in Annex 8 of these provisions.

The equivalent body or the responsible person replacing the committee responsible for the analysis of Financial Products must document and promptly report the decisions taken, keeping the presentations, documents, or information that served as the basis for analysis and decision-making, and signed by the person responsible for supervising compliance with these provisions.

Investment Advisors that are natural persons must carry out the activities indicated in Annex 8, fractions II to VI, and the second paragraph of these provisions. This is without prejudice to the fact that they must elaborate and establish the policies, guidelines, conditions, mechanisms, procedures, or criteria indicated in Articles 5, fifth paragraph, 6, 8, 10, 19, 25, and 43, as well as Annex 13, Section E of these provisions.

(6) Article 21.- Financial entities must have a person responsible for supervising compliance with these provisions, as well as the policies and guidelines referred to in Article 19 of these provisions, who will be designated by the board of directors. Likewise, this person must have the independence, resources, knowledge, and experience necessary for the performance of their functions, as well as access to all information related to Investment Services, without in any case being able to participate in their provision or in the structuring of Financial Products.

The person responsible for supervising compliance with the provisions on Investment Services must report the exercise of their functions to the board of directors, if applicable, through the audit committee constituted by the Financial entity in terms of the provisions applicable to them. Additionally, they may be assisted by other persons to carry out their functions, provided they have the adequate experience and knowledge.

The remuneration of the persons referred to in this article must be determined in such a way that their independence is not compromised.

The person responsible referred to in this article will have, in addition to the functions entrusted to them by the board of directors, those contained in Section A of Annex 9 of these provisions.

In the case of investment fund operating companies and investment fund share distribution companies, the functions referred to in this article may be exercised by the regulatory controller, who will have access to all information related to Investment Services, or by the person they designate for such effect, provided they comply with what is provided in this article.

In the case of Investment Advisors that are legal entities, in accordance with what is provided in their code of conduct, they must have a person responsible for carrying out the activities indicated in Annex 9 of these provisions, who must have access to all information related to the provision of Advised Investment Services.

Article 22.- In the case of Advised Investment Services, Financial entities must have a person responsible for supervising compliance with the provisions applicable to such services, who must meet at least the same requirements as the person referred to in Article 21 of these provisions, and may be the same person.

The person responsible for supervising compliance with the provisions applicable to Advised Investment Services will have the functions entrusted to them by the board of directors of Financial entities, but must at least comply with those established in Section B of Annex 9 of these provisions.

The persons referred to in this article and Article 21 above, if applicable, must present to the board of directors through the audit committee, if applicable, of the respective Financial entities, as well as to the Commission, a report on the exercise of their functions containing the main findings. This report must be delivered to the Commission semi-annually, no later than twenty business days following the presentation to the board of directors of said report.

In the case of investment fund operating companies and investment fund share distribution companies, the regulatory controller may exercise the functions referred to in this article.

In any case, for the performance of the responsibilities referred to in this article, the regulatory controller may be assisted by the personnel they determine.

Article 23.- Brokerage houses and multiple banking institutions must include in their Remuneration System criteria aimed at encouraging persons subject to this to act based on the interests of their clients, for which they must provide elements that negatively impact the amount of extraordinary remuneration when causing damage to their clients through fraud or negligence.

The Remuneration System of brokerage houses and multiple banking institutions must determine that ordinary and extraordinary remuneration do not promote or privilege the sale of any Security or Financial Derivative Instrument or the execution of any particular operation, to the detriment of other Securities, Financial Derivative Instruments, or operations of a similar nature.

Additionally, in the Remuneration System of brokerage houses and multiple banking institutions, it must be prohibited that the ordinary or extraordinary remuneration of persons subject to it who provide Advised Investment Services be predominantly linked, either directly or indirectly, to the income received from placing or distributing Securities or from executing or performing operations, regardless of whether it is a brokerage house or multiple banking institution.

In the case of investment fund operating companies or investment fund share distribution companies, they must have regulations regarding their remuneration system, which must establish criteria aimed at encouraging persons subject to this to act based on the interests of their clients, for which they must provide elements that negatively impact the amount of extraordinary remuneration that may cause some damage to their clients through fraud or negligence.

The remuneration system of investment fund operating companies or investment fund share distribution companies must determine that ordinary and extraordinary remuneration do not promote or privilege the sale of any security or the execution of any particular operation, to the detriment of other securities or operations of a similar nature.

THIRD TITLE
Of obligations, prohibitions, conflicts of interest, and business conduct

Chapter I
Of obligations

(3) Article 24.- Prior to the provision of Investment Services, Financial entities and Investment Advisors must provide potential clients, in standardized format and clear language, an Investment Services guide describing the services they can offer, as well as the characteristics and differences between each, or indicate the electronic page on the worldwide network known as the Internet where such guide can be consulted. In both cases, they must leave a record of having provided the information to the clients. The guide must include the information specified in Annex 10 of these provisions.

(4) Investment Advisors must reveal in the guide referred to in the previous paragraph, as well as in their advertising, propaganda, and information directed to the general public and potential clients, the folio number of registration in the Investment Advisors registry assigned by the Commission and the warning regarding the fact that the Commission exclusively supervises the provision of securities portfolio administration services when investment decisions are made on behalf and for the account of third parties, as well as services consisting of providing investment advice on Securities, analysis, and issuance of individualized investment recommendations, as it lacks authority to supervise or regulate any other service provided by Investment Advisors.

(4) Likewise, they must inform that registration in the Investment Advisors registry maintained by the Commission in terms of the Securities Market Law does not imply compliance by Investment Advisors with the applicable provisions in the services provided, nor the accuracy or truthfulness of the information provided.

Additionally, Financial entities and Investment Advisors at the time of contracting the provision of Advised Investment Services with their clients must indicate the name and contact information of the person who will provide them. Any substitution of said person or modification of the aforementioned information must be made known to the client through the agreed means. In any case, Financial entities and Investment Advisors must document whether the substitution was at the client's request.

Article 25.- Financial entities and Investment Advisors that are legal entities are obligated to implement and disseminate among their personnel providing Investment Services mechanisms and procedures for the dissemination of information related to these.

In the case of Investment Advisors that are natural persons, they must define and document in advance the criteria they will use for the dissemination of information on the Investment Services they provide.

Additionally, Financial entities and Investment Advisors must maintain updated lists of all clients to whom they provide Investment Services, specifying the account number and the type of service provided with respect to it, as well as the type of client, and keep them available to the Commission.

(4) When Financial entities or their representatives to conduct operations with the public or their employees provide information for contracting services with a financial entity of the same type from abroad, they must keep a record of such clients, as well as have documented procedures for this purpose. Such procedures must be included in the information dissemination policies and guidelines referred to in fraction V of Article 19 of these provisions.

The mechanisms and criteria referred to in the first paragraph of this article must consider the integration of the aforementioned client lists, in order to determine whether analysis Reports will be distributed to them, as well as those responsible for their preparation; the periodicity for the dissemination of information; differentiated information by type of Investment Service; the obligation to disseminate information simultaneously for all members of a specific list, and the administrators of the information.

(3) Article 26.- Financial entities that provide the Investment Advisory service or those that provide the Marketing or promotion service must provide their clients with the recommendations, as well as the information referred to in the fourth paragraph of Article 5 of these provisions, in written or verbal form and record them in electronic or digital media. Additionally, for all Investment Services, they must keep in electronic, digital, or magnetic register, all originals of the respective documents, voice recordings, or any other medium containing the recommendations made, information provided, and instructions from their clients. The aforementioned files must be kept by Financial entities for a period of at least five years as an integral part of their accounting.

(4) Investment Advisors must keep, for a period of at least five years, in electronic or physical media, the recommendations made, as well as the information provided on the Investment Services and Financial Products they offer.

Additionally, they may use logs regarding recommendations formulated and information provided through verbal or telephone communications.

Furthermore, Financial Entities or Investment Advisors must obtain the client's authorization to record their voice or that of the person authorized in the respective contract to instruct the execution of operations, through telecommunications media using voice.

The record referred to in this article must contain the information detailed in Annex 11 of these provisions.

Article 27.- Financial Entities and Investment Advisors must specify in the document evidencing the contracting of Investment Services whether it involves Investment Advice, Investment Management, or Execution of Operations, as applicable.

Article 28.- Financial Entities that carry out or execute operations under any Investment Service are obligated to prepare, or make available to the client, according to the means agreed upon with the latter, a receipt of each operation carried out or executed containing the elements that allow identification of the respective order or instruction.

Financial Entities must prepare and, if applicable, deliver the receipt no later than the first business day following that on which the Financial Entities themselves carried out or executed the operation, or, in the case where the Financial Entity receives confirmation from a third party that assisted in the carrying out or execution of the operation in question.

(4) Investment Advisors who receive instructions and transmit the corresponding orders to securities market intermediaries or financial institutions outside the same type for the celebration of operations with securities, under the mandate referred to in Article 226, fraction I of the Securities Market Law, are obligated to identify such instructions and orders, as well as to maintain an electronic or written record containing the information detailed in Annex 11 of these provisions. Additionally, they must prove that they warned the client that the operations requested by the clients themselves would not stem from a recommendation in terms of what is provided in Article 5 or 5 Bis of these provisions, that they made known to them the risks derived from this type of operation, and that therefore, it would be the responsibility of the client themselves to verify that the Financial Values or Derivative Financial Instruments are consistent with their investment objectives, as well as to evaluate their inherent risks.

The information and documentation referred to in this article must be kept available to the Commission.

(6) Article 29.- Financial Entities are obligated to record or document, as well as to preserve, all verbal or written communication they maintain with their clients, at the time of providing Investment Services and carrying out transactions, if applicable, as well as to keep it available to the Commission for a period of at least five years.

(6) Article 30.- Financial Entities or Investment Advisors must make available to their clients and to the Commission, when so requested, all documents contained in their files; regarding the documentation provided by the Financial Entity or Investment Advisor during the provision of any Investment Service, this must be made available to clients equally when so requested, unless they are the clients referred to in fractions I to V of Article 2 of these provisions.

Article 31.- Financial Entities or Investment Advisors that use the worldwide electronic network known as the Internet to disseminate information about their Financial Products and Investment Services must observe the integrity and quality standards in the presentation of information established in Annex 12 of these provisions.

(6) Regarding advertising and promotion concerning investment funds that fund management companies and societies and entities providing investment fund share distribution services disseminate through the worldwide electronic network known as the Internet in terms of what is provided in this article, additionally, they must comply with what is provided in the General Provisions applicable to investment funds and to the persons providing services to them, published in the Official Gazette of the Federation on November 24, 2014, or those that replace them.

Chapter II
On Prohibitions

Article 32.- Financial Entities may not enter into brokerage or securities administration contracts in which they are co-owners of their clients' accounts:

I. The attorneys-in-fact to conduct operations with the public and stockbrokers of the Financial Entities themselves, and

II. Investment Advisors who provide their services to clients of said Financial Entities.

Article 33.- Financial Entities or Investment Advisors are prohibited from carrying out any of the following activities, unless the client has contracted with them the Investment Advice service:

I. Provide elements of opinion or value judgments regarding Financial Products, in relation to the client in question;

II. Use expressions or terms that invite the client in question to make investment decisions regarding Financial Products, or

III. Use vocabulary or expressions in the information they provide, regarding Financial Products, such as the best option in the interest of the client in question, or that which could satisfy their particular investment needs.

Article 34.- Financial Entities acting as Lead Underwriters, members of the underwriting syndicate, or participating in the distribution of Values, may not carry out or execute operations on their own account regarding Values subject to public offering, when during the period of such offering there are pending orders or instructions from their clients to be carried out or executed on the same Values, unless such operations are carried out under equal conditions, or if they are auctions in which the general investing public cannot access directly.

Article 35.- Financial Entities that carry out or execute operations in initial public offerings of Values on behalf of their clients may not assign them Values at a price different from that indicated in the initial public offering in question, unless it concerns offerings of Values issued or guaranteed by the United Mexican States, as well as those issued by the Bank of Mexico. They may not obtain income derived from the difference between the rate determined by the Issuer and that agreed upon with the client. This, without prejudice to the commission previously agreed upon with the client.

Chapter III
On Conflicts of Interest

(3) Article 36.- Financial Entities, through their board of directors or equivalent body or person in charge of administration, in the latter case regarding Investment Advisors, must approve policies and guidelines on the provision of Investment Services to generally avoid the existence of conflicts of interest.

(3) Investment Advisors must include in such policies and guidelines at least the elements indicated in Section A, fraction II of Annex 13 of these provisions. Additionally, in the case of Investment Advisors that are not independent, they must consider the scenarios referred to in Section A, fraction I, of said Annex 13.

(3) The policies and guidelines referred to in the two preceding paragraphs must contain the minimum elements indicated in Section B of the cited Annex 13. In the case of fund management companies, fund share distribution companies, and Investment Advisors, these policies must be contained in the code of conduct that, in terms of applicable provisions, they prepare.

(3) When Financial Entities or Investment Advisors fall into any of the scenarios contained in Section A of Annex 13 of these provisions, and do not have the policies and procedures indicated in this article, or do not adhere to them, it will be considered that they incurred a conflict of interest.

(3) Additionally, it will be presumed that they incurred a conflict of interest, unless proof to the contrary is provided, when finding themselves in the scenarios of Section A of Annex 13 of these provisions, they make recommendations, advice, or suggestions or carry out operations that are not reasonable, or provide false or misleading information, receiving income, commission, or any other consideration for such activities.

(3) Likewise, it will be considered that Financial Entities incurred a conflict of interest when they execute operations under the Execution of Operations service, regarding which there is evidence of having provided the client with recommendations, advice, or suggestions that had updated any of the scenarios established in Section A of Annex 13 of these provisions. In addition to complying with policies and guidelines to avoid conflicts of interest, Financial Entities or Investment Advisors that fall into any of the scenarios referred to in Section A of Annex 13 of these provisions must inform the client prior to carrying out the recommendations or operations that would imply the provision of the Investment Service in question, and, if applicable, inform of the commission received for the distribution of the Value and paid by a third party, and keep all of this available to the Commission.

Article 37.- Financial Entities or Investment Advisors that are not independent are obligated to diversify among their own clients the issuances of Values in which they act either as Lead Underwriter or as members of the underwriting syndicate or participate in their distribution. It will be understood that Financial Entities or Investment Advisors that are not independent did not diversify the issuance when updating any of the scenarios indicated in Section C of Annex 13 of these provisions, considering additionally that they incurred a conflict of interest.

Article 38.- It will be understood that Financial Entities or Investment Advisors that are not independent incurred a conflict of interest, different from those indicated in Articles 36 and 37 above, when updating any of the following scenarios, either individually or jointly:

(6) I. Provide Advised Investment Services regarding equity instruments that may be considered for capital integration purposes, in terms of the General Provisions applicable to credit institutions published in the Official Gazette of the Federation on December 2, 2005, and their respective modifications, in case the issuer of such instruments is part of the same Consortium or Business Group to which the stockbroker, credit institution, fund management company, fund share distribution company, or Investment Advisor that is not independent belongs.

II. Obtain for themselves, for a client, or any third party, a financial benefit or avoid a loss, to the detriment or prejudice of their clients' interests.

III. Provide Advised Investment Services regarding Values subject to public offering that have been issued by the credit institution or stockbroker itself or by Issuers that are part of the same Financial Group, Business Group, or Consortium as the credit institution, stockbroker, fund management company, fund share distribution company, or Investment Advisor that is not independent, and that result in a holding among the clients of the Financial Entity or Investment Advisor that is not independent, exceeding twenty percent of the total issuance, unless it concerns Sophisticated Clients, to whom the Financial Entity or Investment Advisor that is not independent is providing the Investment Advice service.

The scenarios referred to in this article, as well as those established in Articles 36 and 37 above, may occur when the Financial Entities mentioned act directly or through vehicles such as trusts.

Article 39.- Without prejudice to the obligations established in this Chapter and with the object of guaranteeing the adequate protection of their clients, Financial Entities and Investment Advisors providing Investment Services must have business areas for the provision of Investment Services, separate and independent from other Business Areas, in which the functions, policies, procedures, and corresponding personnel are identified.

Chapter IV
On Business Conduct

Article 40.- It will be considered contrary to sound stock market usage or practice that those employees or personnel to whom Financial Entities or Investment Advisors have granted any position, mandate, commission, or any other legal title for the carrying out or execution of their operations related to Investment Services, or the natural persons who work as Investment Advisors, update any of the following scenarios:

I. Reveal to clients information that induces error or is false, provided there is intent or negligence, related to:

a) The characteristics or risks of a Financial Product or of Investment Services;

b) The performance reports of Financial Products;

c) Commissions, considerations, prices, or rates in relation to the operation of Financial Products;

d) The performance of Values, Derivative Financial Instruments, or Investment Strategies, or estimates regarding future returns;

e) Additional contributions and disbursements that a client might be obligated to make when investing in a Value or Derivative Financial Instrument;

f) The valuation of Values or Derivative Financial Instruments;

g) The credit quality of a Value or counterparty of a Derivative Financial Instrument;

h) Conflicts of interest in the provision of Investment Services;

i) The liquidity of Values, or

j) The requirements according to applicable provisions necessary to carry out or execute operations with Values or Derivative Financial Instruments.

II. Act against the client's interest, or

III. Manipulate, modify, alter, or induce changes in the results of the client's evaluation or the Product's analysis.

Article 41.- It will be considered contrary to sound stock market usage or practice that Financial Entities that have contracts referred to in Article 18 of these provisions with their clients, do not fully comply with the norms contained in said article for the identification and carrying out of operations that do not stem from Advised Investment Services.

Additionally, it will be considered contrary to sound stock market usage or practice that Financial Entities or Investment Advisors do not comply with the policy for portfolio diversification established in terms of Article 6 of these provisions. In the event that credit institutions, stockbrokers, or Investment Advisors that are not independent carry out operations stemming from recommendations, advice, or suggestions, if applicable, that exceed the maximum limits determined according to the portfolio diversification policy, it will be considered that they carried out operations that are not reasonable, in contravention of what is provided in Article 189, third paragraph of the Securities Market Law.

The Commission may sanction, in accordance with what is provided in Articles 138, fraction I, 370, fraction V, 392, fraction VII, subsection g) of the Securities Market Law, as well as 86, fraction XIII, subsection e) of the Investment Fund Law, and other applicable legal provisions, Financial Entities or Investment Advisors that do not comply with the aforementioned obligations.

FOURTH TITLE
On Commissions and Information in Account Statements

Sole Chapter

Article 42.- Stockbrokers, fund management companies, and societies or entities providing investment fund share distribution services, as well as Investment Advisors, may only charge commissions for Investment Services that they have expressly agreed upon with the client in question and only if they have been effectively provided.

Article 43.- The committee responsible for the analysis of Financial Products, equivalent body, or person in charge of stockbrokers, fund management companies, and societies or entities providing investment fund share distribution services, as well as Investment Advisors, must prepare and approve previously criteria to establish the commissions to be charged for the provision of Investment Services, as well as their modifications, including any increase, decrease, or change in the composition or nature of these. Such criteria must be based on objective conditions such as types of investment profiles, operations carried out, as well as their amount and frequency. Such commissions may not compromise the capacity of attorneys-in-fact to conduct operations with the public to act based on the interest of their clients.

Regarding Investment Advisors that are natural persons, they must establish and document criteria to determine the considerations for their services and be based on the objective conditions referred to in this paragraph.

The criteria referred to in this article must be contained in the guidelines for information dissemination referred to in fraction V of Article 19 of these provisions.

(6) Article 44.- Stockbrokers, fund management companies, and societies or entities providing investment fund share distribution services, as well as Investment Advisors, must inform their clients prior to the provision of any Investment Service, the commissions or considerations they will charge for these, ensuring to differentiate them from those stemming from any other service they provide. The disclosure must be made through the Investment Services guide referred to in Article 24 of these provisions, and the concepts of such commissions must be consistent with those made known through account statements in terms of Annex 14, or, regarding fund share distribution companies authorized by the Commission to carry out only the operations referred to in Article 40 Bis, fractions I and VI of the Investment Fund Law, as well as Investment Advisors, through the reports on operations they deliver to their clients in terms of what is stated in these provisions.

In the disclosure of commissions, the following must be included at least:

I. The method of calculation of commissions or, if applicable, considerations;

II. The concepts for which commissions might be charged. In any case, it must be specified whether a commission will be charged for the Investment Advice service or for the execution of the operation. In any case, the basis for the calculation of the commission must be detailed, and

III. The maximum limit of commissions or considerations that may be charged.

IV. The commissions to be agreed upon and charged to clients for the distribution of investment fund shares or other related services, in terms of what is provided in Articles 106, 107, and 108 of the General Provisions applicable to investment funds and to the persons providing services to them, published in the Official Gazette of the Federation on November 24, 2014, or those that replace them. In any case, the corresponding reference to the prospectus for public investors must be included.

Article 45.- Stockbrokers and fund share distribution companies, as well as entities providing said service, must provide their clients, as part of their account statement, information regarding the status of operations they have carried out or executed under the contracted Investment Services. This information must contain the specifications of Annex 14 of these provisions. Additionally, stockbrokers and fund share distribution companies, as well as entities providing said service, must preserve for at least 5 years the information they used to calculate the returns of investment portfolios.

Stockbrokers and fund share distribution companies, as well as entities providing said service, may provide, prior agreement with the client, the information referred to in this article electronically, for which they must continuously provide electronic access to said information.

(6) Regarding fund management companies, fund share distribution companies authorized by the Commission to carry out only the operations referred to in Article 40 Bis, fractions I and VI of the Investment Fund Law, and Investment Advisors, they must provide their clients with reports on the securities positions they maintain for their own clients. Such reports must contain the specifications indicated in Annex 14 of these provisions. Investment Advisors must provide the aforementioned reports to their clients at least semi-annually.

FIFTH TITLE
On Analysis Reports

Single Chapter

Article 46. - Financial Entities or Investment Advisors that prepare Analysis Reports shall:

I. Have control mechanisms for the proper handling and flow of information used to prepare Analysis Reports on Securities or Derivative Financial Instruments. To this effect, they shall consider, at least:
a) Physical separation or restricted access between Business Units and those responsible for preparing Analysis Reports, and b) The establishment of measures to ensure the confidentiality of information.

II. Prevent Business Units from influencing or exerting pressure on the activities of the areas responsible for preparing Analysis Reports;

III. Designate the persons who will review and approve Analysis Reports prior to their dissemination. Under no circumstances shall such dissemination be subject to review and approval by Business Units;

IV. Have compensation schemes for Analysts that ensure their independence and objectivity. Under no circumstances shall the ordinary or extraordinary compensation of Analysts be directly based on the result of Investment Services or on the income of the Financial Entity derived from the execution of operations by Business Units related to the Securities or Derivative Financial Instruments that are the subject of their Analysis Report, and

V. Prepare guidelines for the presentation, approval, distribution, and dissemination of Analysis Reports that ensure the independence of opinion of Analysts.

Analysts may not participate in the activities referred to in Article 1, fraction II of these provisions.

(4) In the provision of Investment Services, Financial Entities or Investment Advisors may use and, where appropriate, disseminate documents that have characteristics similar to Analysis Reports, which have been prepared abroad by foreign entities, provided that such entities are authorized, regulated, and supervised by an authority with functions equivalent to those of the Commission and belong to States that are designated members of the Council of the International Organization of Securities Commissions, or the body that replaces it. This condition shall be included in the policies referred to in Article 19, fraction V of this instrument, and the mechanisms, procedures, and criteria established in Article 25, first and second paragraphs of these provisions, shall take the foregoing into account.

Article 47. - Financial Entities or Investment Advisors that prepare Analysis Reports on one or more Issuers, Securities, Derivative Financial Instruments, or markets shall reveal to the public in said Analysis Reports, clearly and completely, at least the information contained in Annex 15 of these provisions.

Article 48. - Financial Entities or Investment Advisors that prepare Analysis Reports shall have control mechanisms that prevent their Analysts from:

I. Preparing Analysis Reports when they hold employment, position, or commission in the Issuer or in any of the persons forming part of the Corporate Group or Consortium to which it belongs, or if they have held any of those positions within the twelve months prior to the dissemination of the Analysis Report;

II. Issuing Analysis Reports when the Financial Entity in which they hold employment, position, or commission, or to which they provide services, acts as Lead Underwriter or participates in an Initial Public Offering of Securities, from the date the offering begins until forty natural days following the crossing on the corresponding stock exchange. Regarding public offerings of already placed Securities, the aforementioned limitation shall apply from the start date of the offering until ten natural days following the crossing on the stock exchange.

The limitations indicated in the preceding paragraph shall not apply when there are relevant events, within the timeframes indicated in this fraction, that justify changing the direction of the Analysis Reports issued prior to the start date of the cited offerings, and

III. Carry out transactions with Securities, directly or through an intermediary person, with Securities that are the subject of the Analysis Report, from 30 natural days prior to the date of issuance of the respective Report, and up to 10 natural days following its distribution date.

Article 49. - Financial Entities or Investment Advisors may under no circumstances guarantee the direction of their Analysis Reports to ensure future business relationships.

Article 50. - Financial Entities or Investment Advisors shall conserve and keep available for the Commission for a period of five years, the Analysis Reports they formulate, as well as the information used to support them.

TITLE SIXTH

On the periodic information to be sent to the Commission

Single Chapter

Article 51. - Financial Entities and Investment Advisors that provide Investment Services shall send the Commission the information mentioned in this chapter, through electronic transmission using the SITI.

The information shall be sent only once and will be received assuming it meets all required characteristics, whereby it cannot be modified; in any case, an electronic receipt will be generated in the SITI.

Once the information is received, it will be reviewed, and if it does not meet the quality and characteristics required or is presented incomplete or outside the established deadline, the obligation to present it will be considered unfulfilled, and consequently, the corresponding sanctions will be imposed.

Financial Entities and Investment Advisors that provide Investment Services shall notify via electronic mail to the address cesiti@cnbv.gob.mx, within ten natural days following the effective date of this article, the name of the person responsible for providing the information referred to in this chapter, in the format attached as Annex 17 to these provisions. In the case of Investment Advisors who are natural persons, they shall send their own information.

The substitution of the responsible person shall be notified to the Commission itself under the terms of the preceding paragraph, within three business days following the substitution.

(3) Article 52. - Financial Entities and Investment Advisors that provide Investment Services shall send the Commission the information indicated in Annex 16 of these provisions, with the frequency indicated in said Annex, within twenty-five natural days following the close of the corresponding months.

Article 53. - Financial Entities or Investment Advisors shall send the Commission, within 25 natural days following the close of the months of March, June, September, and December, information regarding Claims or judicial actions filed against the Financial Entity or Investment Advisor, in the format contained in Section C of Annex 9 of these provisions.

Article 54. - Financial Entities acting as Lead Underwriter or Participant in the placement of Securities in a public offering on behalf of third parties shall be obligated to send the Commission via electronic transmission using the SITI, no later than within three business days following the settlement of the placement operation, the investor book with assignments for the purchase of Securities representing debt. This information shall include at least the contract number or client account of the person who acquired the Securities indicating the name of the intermediary responsible for their placement, the type of client, the type of service provided by the intermediary in said public offering, number of titles requested, amount requested, rate or price requested, number of titles assigned, amount assigned, and rate or price assigned.

Additionally, the aforementioned Financial Entities shall identify contracts corresponding to: i) Related persons with them; ii) Beneficial shareholders owning more than ten percent of the share capital of the issuer, or who exercise significant influence, control, or command power over it, and iii) Executives or members of the board of directors of the issuer, who have acquired part of such Securities, according to the format contained in Annex 19 of these provisions. In the case of the persons referred to in items ii) and iii) above, such identification shall be carried out whenever such circumstance is known to the Financial Entities themselves.

TRANSITORY PROVISIONS

(1) FIRST.- The norms contained in these Provisions regarding brokerage houses and credit institutions shall enter into force the day following their publication in the Official Journal of the Federation, except for what is provided in fraction V of Section B of Annex 14, whose entry into force shall be from October 1, 2015.

(3) SECOND.- The norms contained in Articles 1, 2, 3, 6, 9, third paragraph, 11, second paragraph, 19, 20, 21, 22, 25, 32, 34, 35, 36 first, second, and third paragraphs, 37, 38, 39, 40, 43, 46, 47, 48, 49, 50, as well as Annexes 2, 8, first paragraph, fraction I, 9, Section A, first paragraph, fractions III, V, and VII, third paragraph, 13, 15, and 18 of these Provisions regarding investment fund operating companies, investment fund share distributing companies, entities providing said services, and investment advisors, shall enter into force on June 30, 2016.

(3) THIRD.- The norms contained in Articles 4, 5, 5 Bis, 7, 8, 9, first, second, and last paragraphs, 10, 11, first paragraph, 12, 13, 13 Bis, 14, 15, 16, 17, 18, 23, 24, first paragraph, 26, 27, 28, 29, 30, 31, 33, 36, fourth, fifth, and last paragraphs, 41, 42, 44, 45, 51, 52, and 53, as well as Annexes 3, 4, 5, 5 Bis, 6, 7, 8, first paragraph and fractions II to VI and second and third paragraphs; 9, Section A, first paragraph, fractions I, II, IV, VI, VII, first and second paragraphs, VIII, as well as Sections B and C; 10, 11, 12, 14, 16, and 17 of these Provisions, regarding investment fund operating companies, investment fund share distributing companies, entities providing said services, and investment advisors, shall enter into force on December 1, 2016.

FOURTH.- The "General Provisions Applicable to Brokerage Houses and Credit Institutions in Matters of Investment Services," published in the Official Journal of the Federation on April 24, 2013, and their respective modifications shall be repealed the day following the publication of these Provisions in the Official Journal of the Federation.

(4) FIFTH.- The norms contained in Article 24, second, third, and last paragraphs of these Provisions regarding investment advisors shall enter into force on March 31, 2016.

(4) SIXTH.- The norms contained in fraction VI of Annex 6 of these Provisions regarding credit institutions and brokerage houses shall enter into force on January 1, 2017.

TRANSITORY PROVISION

(Resolution modifying the General Provisions Applicable to Financial Entities and Other Persons Providing Investment Services, published in the Official Journal of the Federation on July 29, 2015)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Journal of the Federation.

TRANSITORY PROVISION

(Resolution modifying the General Provisions Applicable to Financial Entities and Other Persons Providing Investment Services, published in the Official Journal of the Federation on October 26, 2015)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Journal of the Federation.

TRANSITORY PROVISION

(Resolution modifying the General Provisions Applicable to Financial Entities and Other Persons Providing Investment Services, published in the Official Journal of the Federation on February 9, 2016)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Journal of the Federation.

TRANSITORY PROVISION

(Resolution modifying the General Provisions Applicable to Financial Entities and Other Persons Providing Investment Services, published in the Official Journal of the Federation on September 13, 2023)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Journal of the Federation.

CONSIDERING

(Resolution published on July 29, 2015)

That it is necessary to extend the entry into force of the provisions on investment services for investment fund operating companies, companies and entities providing investment fund share distribution services, and investment advisors, so that they have sufficient time to adjust the necessary processes to fully comply with the applicable regulatory framework, has resolved to issue the following:

CONSIDERING

(Resolution published on October 26, 2015)

CONSIDERING

(Resolution published on February 9, 2016)

That it is convenient to adapt the regime applicable to investment advisors when providing advised investment services, taking into account their particular characteristics and thereby making the provision of their services more efficient, in matters such as the scope of generalized recommendations that can be made to their clients under the auspices of advised investment services; adjusting the content of certain obligations related to registration, conservation, and disclosure to their clients of various information, use of logs when formulating verbal recommendations, as well as expressly establishing the circumstances that could update a conflict of interest for these persons, and

That it is likewise indispensable to establish the regime to which financial entities and investment advisors providing the investment management service to issuers of indexed fiduciary exchange certificates that do not explicitly seek returns greater than those of the index, active financial instrument, or reference parameter, or well, of fiduciary exchange certificates whose primary purpose is investment in Securities and whose assets are invested predominantly in Securities, on average over the last six months, must be subject to, therefore, for the benefit of the securities market, the correct provision of advised investment services, and the adequate dissemination of information to investing clients, has resolved to issue the following:

CONSIDERING

(Resolution published on September 13, 2023)

That, on January 9, 2015, the "General Provisions Applicable to Financial Entities and Other Persons Providing Investment Services" were published in the Official Journal of the Federation, due to reforms to the Securities Market Law and Investment Fund Law, through the "Decree Reforming, Adding, and Repealing Various Provisions in Financial Matters and Issuing the Law to Regulate Financial Groups," published on January 10, 2014, establishing the faculty of the National Banking and Securities Commission to regulate the provision of investment services by investment advisors, investment fund operating companies, investment fund share distributing companies, as well as brokerage houses and credit institutions, and

That it is necessary to make adjustments to the normative framework applicable to financial entities and other persons providing investment services in order to provide them with greater elements to allow due compliance with their obligations, as well as legal certainty in the performance of the services they provide, and that, in turn, allows the National Banking and Securities Commission to better exercise its supervisory faculties, ensuring the healthy and balanced development of the securities market in Mexico, has resolved to issue the following:

REFERENCES

1) Reformed by Resolution published in the Official Journal of the Federation on July 29, 2015.
2) Reformed by Resolution published in the Official Journal of the Federation on October 26, 2015.
3) Reformed by Resolution published in the Official Journal of the Federation on February 9, 2016.
4) Added by Resolution published in the Official Journal of the Federation on February 9, 2016.
5) By Resolution published in the Official Journal of the Federation on February 9, 2016, ANNEXES 3, 4, 5, 6, 11, 12, 13, 14, and 16 are REPLACED.
6) Reformed by Resolution published in the Official Journal of the Federation on September 13, 2023.
7) Added by Resolution published in the Official Journal of the Federation on September 13, 2023.
8) By Resolution published in the Official Journal of the Federation on September 13, 2023, ANNEXES 1, 3, 4, 6, 12, 13, 14, 17, and 18 are REPLACED.

General Provisions Applicable to Financial Entities and Other Persons Providing Investment Services

GENERAL PROVISIONS APPLICABLE TO FINANCIAL ENTITIES AND OTHER PERSONS PROVIDING INVESTMENT SERVICES

GENERAL PROVISIONS APPLICABLE TO FINANCIAL ENTITIES AND OTHER PERSONS PROVIDING INVESTMENT SERVICES

INDEX

FIRST TITLE

Of Advised and Non-Advised Investment Services

Chapter I

Generalities

Chapter II

Investment Advice

Single Chapter

TITLE SIXTH

Single Chapter

TRANSITORY PROVISIONS

TRANSITORY PROVISION

TRANSITORY PROVISION

TRANSITORY PROVISION

TRANSITORY PROVISION

CONSIDERING

CONSIDERING

CONSIDERING

CONSIDERING

REFERENCES

Lineage: No known changes

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