GENERAL PROVISIONS APPLICABLE TO INVESTMENT ADVISERS

Published in the Official Gazette of the Federation on November 4, 2014.
Modified by Resolution published in the same Gazette on August 27, 2015

The National Banking and Securities Commission, based on the provisions of Articles 225, second paragraph, fraction V and sixth paragraph, and 226 last paragraph of the Securities Market Law, as well as Articles 4, fractions XXXVI and XXXVIII, and 16, fraction I of the National Banking and Securities Commission Law,

CONSIDERING

That pursuant to the Securities Market Law, the National Banking and Securities Commission has the authority to issue provisions regarding the bases for the organization and functioning of the register that persons wishing to act as investment advisers must obtain; to establish the norms that the code of conduct of such persons must contain, as well as the financial, administrative, and operational information that these persons must present to said Commission, has resolved to issue the following:

GENERAL PROVISIONS APPLICABLE TO INVESTMENT ADVISERS

INDEX

Chapter One
General Provisions

Chapter Two
On the Register of Investment Advisers, its Registrations and Annotations

Chapter Three
On the Operational and Financial Information of Investment Advisers

ANNEX A Norms and policies that the code of conduct of Investment Advisers who are legal entities must contain.
ANNEX B Norms and policies that the code of conduct of Investment Advisers who are natural persons must contain.
ANNEX C Operational and financial information related to the provision of services by Investment Advisers.

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Chapter One

General Provisions

Article 1.- These provisions aim to establish the bases for the organization and functioning of the Register, as well as the acts that are subject to Registration or Annotation therein. Likewise, this instrument provides for the content of the code of conduct that Investment Advisers must have, as well as the operational and financial information they must provide to the Commission.

Article 2.- For the purposes of these provisions, the following shall be understood, in singular or plural:

I. Annotation, the registry act by which the Commission records any modification to the Registration data, the addition or removal of attorneys-in-fact to celebrate transactions with the public in the case of legal entities, as well as the cancellation of the Registration.

II. Investment Advisers, (i) natural persons who demonstrate good standing and satisfactory credit history and who hold certification before a self-regulatory organization in accordance with Article 193 of the Law, and (ii) legal entities organized as civil partnerships under common legislation; anonymous societies or limited liability companies under the General Law of Commercial Societies, and in both cases registered with the Commission, which, not being securities market intermediaries, habitually and professionally provide portfolio management services making investment decisions on behalf and for the account of third parties, as well as habitually and professionally provide investment advice on securities, analysis, and issuance of individualized investment recommendations.

III. Independent Investment Adviser, Investment Advisers whose shareholders, partners, members of the board of directors, as well as executives, managers, attorneys-in-fact, and employees, the latter always provided they are persons involved in defining investment strategies or composing the investment portfolios of clients served by the Investment Adviser, do not hold a participation greater than five percent in the social capital or do not participate in administrative bodies, nor have an employment relationship with credit institutions, brokerage houses, fund operating companies, mutual fund share distributing companies, or securities rating agencies.

IV. Database, the physical and digitized information contained in the files of applications for Registration to act as Investment Advisers, granted, dismissed, and denied, as well as that relating to the Annotations recorded in the Register itself.

V. Commission, the National Banking and Securities Commission.

VI. CURP, the Unique Population Registry Key.

VII. Registration Folio, the consecutive identification number of Registration corresponding to each Investment Adviser.

VIII. Registration, the registry act that authorizes an Interested Party to act as an Investment Adviser in terms of the Law.

IX. Interested Party, persons who promote obtaining their Registration before the Commission.

X. Law, the Securities Market Law.

XI. Self-Regulatory Organizations, guild associations of securities market intermediaries or Investment Advisers recognized as such by the Commission.

XII. Register, the public register of Investment Advisers.

XIII. Credit Information Reports, special credit reports issued by credit information societies referred to in Article 36 Bis of the Law for Regulating Credit Information Societies, namely:
a) That issued by a credit information society that includes information contained in the databases of other credit information societies, or b) The individual credit reports issued by all credit information societies.

XIV. RFC, the Federal Taxpayer Registry.

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Chapter Two

On the Register of Investment Advisers, its Registrations and Annotations

Article 3.- Applications for Registration as Investment Advisers in the Register must be submitted by Interested Parties to the Commission, accompanied by the information and documentation indicated in these provisions.

The Commission will review whether the presented information and documentation meets the requirements set forth in these provisions and, in case of non-compliance, within ninety days following the submission of the application, will notify the Interested Party to remedy the error or omission committed within a term of fifteen business days, warning them that failure to do so will result in the procedure being deemed dismissed.

(1) Article 3 Bis.- Persons carrying out portfolio management activities making investment decisions on behalf and for the account of third parties, as well as providing investment advice on securities, analysis, and issuance of individualized investment recommendations, will not be obligated to obtain the registration referred to in Article 225 of the Law, when they fall under any of the scenarios described in fractions I to III below:

(1) I. Their clients are exclusively a group of persons related by consanguinity, affinity, or civil ties up to the fourth degree, or are employees of the persons providing such services, provided they do not advertise the services provided to unspecified persons or through mass media in national territory.

(1) II. They reside abroad provided they do not advertise or offer any of the services provided to unspecified persons or through the Internet or mass media in national territory, do not have physical establishments intended for the provision of their services in Mexico, nor have agents, commissionaires or equivalents, or any other type of representatives in national territory.

(1) III. They provide asset management services for trusts that issue fiduciary development or real estate trust certificates in terms of the Law, or trusts that issue fiduciary trust certificates, whose primary purpose is not investment in securities and whose assets are not invested predominantly in securities, on average over the last six months, during the validity of the issuance.

Article 4.- Applications for Registration of natural persons must contain the following information:

I. Full name without abbreviations.

II. RFC and CURP, if applicable, attaching copies of the respective registrations.

III. Indication of their address, indicating street and number, neighborhood, postal code, city or town, and federal entity, accompanying the respective proof. For the purposes of this fraction, valid proofs of address documents shall be considered: copy of any receipt for payment of domestic services such as, among others, electricity supply, telephone, natural gas, property tax, or water supply rights or bank statements, all with an age not greater than three months from their date of issuance, or the current lease contract dated the date of presentation and registered with the competent tax authority, residence certificate issued by municipal authority, proof of registration with the RFC, as well as others that, if applicable, are approved by the Commission.

IV. Telephone number, composed of area code, number, and, if applicable, extension, as well as email address.

V. If the Interested Party promotes Registration through a third party, a power of attorney signed by two witnesses, as well as a copy of the Interested Party's official identification.

For the purposes of this fraction, valid personal identification documents issued by Mexican authorities shall be considered: voter ID card, CURP, passport, professional license, Military Service Card, consular enrollment certificate, military unique identity card, affiliation card to the National Institute for Older Adults, credentials and cards issued by the Mexican Institute of Social Security, driver's license, credentials issued by federal, state, and municipal authorities, identity certificates issued by municipal authorities, and other identifications that, if applicable, are approved by the Commission. Likewise, regarding natural persons of foreign nationality, in addition to those previously referred to in this paragraph, the passport or documentation issued by the National Institute of Migration accrediting their migratory status shall be considered valid personal identification documents.

VI. Credit Information Reports containing antecedents of at least five years prior to the date of the Registration application in the Register.

VII. The document containing the sworn statement in which they indicate that:
a) They have not been convicted by an irrevocable sentence for intentional crime imposing a penalty of more than one year of imprisonment. Regarding intentional patrimonial crimes, regardless of the penalty; b) They are not administratively or, if applicable, criminally disqualified or suspended from exercising commerce or holding an employment, position, or commission in public service or in the Mexican financial system, and c) They possess moral solvency. Persons who have been subject to administrative investigation or research procedures for serious infractions or criminal offenses, for violations of national or foreign financial laws, which have resulted in any type of resolution or agreement explicitly implying acceptance of guilt or responsibility, or a final condemning sentence, shall be considered to lack moral solvency.

VIII. Certification certificate issued by a Self-Regulatory Organization in terms of what is provided in Article 193 of the Law, as well as, if applicable, information regarding additional certifications held in Mexico and abroad.

IX. The document containing the sworn statement in which it is indicated whether the Interested Party:
a) Is a shareholder or partner with a participation greater than five percent of the social capital of a credit institution, brokerage house, fund operating company, mutual fund share distributing company, securities rating agency, or foreign financial entity, specifying the name of said financial entities. b) Is a member of the board of directors, executive, manager, attorney-in-fact, employee, or participates in the administrative bodies of a credit institution, brokerage house, fund operating company, mutual fund share distributing company, securities rating agency, or foreign financial entity, specifying the name of said financial entities. In case of not being in the situations a) or b) mentioned above, the sworn statement referred to in this fraction must indicate so.

X. If applicable, simple copy of the document accrediting membership in a Self-Regulatory Organization.

XI. Indication of the services to be provided:
a) Investment advice services on securities, analysis, and issuance of individualized investment recommendations (Investment Advice). b) Portfolio management services making investment decisions on behalf and for the account of third parties (Investment Management).

XII. If applicable, years of professional services provided in securities market intermediaries or Investment Advisers.

XIII. Name of the securities market intermediaries to whom instructions are given to celebrate transactions with securities on behalf and for the account of their clients in Mexico or, if applicable, abroad. In the event that registration or authorization is required abroad for the Investment Adviser to operate in said markets, the corresponding information must be provided.

XIV. If applicable, indication of the page of the worldwide electronic network called the Internet containing the information of the Investment Adviser and the services provided.

Article 5.- Applications for Registration of legal entities must contain the following information and documentation:

I. Regarding their representative or legal attorney-in-fact:
a) Full name without abbreviations. b) CURP, if applicable, and RFC, attaching copies of the respective registrations. c) Telephone number, composed of area code, number, and, if applicable, extension, as well as email address. d) Certified copy of the public instrument in which their legal representation is stated. e) Copy of their official identification, understood as any of the documents indicated in the second paragraph of fraction V of Article 4 of these provisions.

II. Trade name or corporate name of the Interested Party. In the case of Independent Investment Advisers, their trade name must include the expression "independent".
Likewise, indicate if the Interested Party, its shareholders, partners, members of the board of directors, executives, managers, attorneys-in-fact, and employees, the latter always provided they are persons involved in defining investment strategies or composing the investment portfolios of clients served by the Investment Adviser, participate in more than five percent in the social capital or participate in administrative bodies, or maintain an employment relationship with a credit institution, brokerage house, fund operating company, mutual fund share distributing company, or securities rating agency. The name or corporate name of said financial entities must be indicated. Additionally, they must indicate if they fall under the previous situation with respect to a foreign financial entity, without this circumstance preventing them from holding themselves as an Independent Investment Adviser. Regarding Interested Parties applying for Registration as Independent Investment Advisers, sworn statements from each of their shareholders or partners, as well as members of their board of directors, executives, managers, attorneys-in-fact, and employees, the latter always provided they are persons involved in defining investment strategies or composing the investment portfolios of clients served by the Investment Adviser, stating that they do not fall under the situation established in the previous paragraph, must be attached in separate documents.

III. Certified copy of the public instrument in which the constitution of the Interested Party is stated, and if applicable, the data of its registration in the Public Commerce Register.

IV. Bylaws providing for what is stipulated in fractions I and II of Article 225 of the Law.

V. RFC, attaching a copy of the registration in said registry.

VI. Indication of the address of the main office of the Interested Party, indicating street and number, neighborhood, postal code, city or town, and federal entity, accompanying the respective proof. Valid proofs of address documents shall be considered any of the documents indicated in the second paragraph of fraction III of Article 4 of these provisions.

VII. Simple copy of the certification certificate issued by a Self-Regulatory Organization in terms of what is provided in Article 193 of the Law corresponding to their attorneys-in-fact to celebrate transactions with the public, if they hold such certification at the time of the application. Additionally, if applicable, information regarding additional certifications held in Mexico and abroad must be indicated. In the event that registration or authorization is required abroad for the Investment Adviser to operate in said markets derived from some labor or business link with foreign intermediaries, the corresponding information must be provided.

VIII. List signed by the secretary of the board of directors or competent person thereof, of the persons who directly or indirectly have a participation in the social capital of the Interested Party, indicating the percentage of participation in such social capital, according to the following table:

Legal Entities	Natural Persons	Trusts	Natural Persons and Legal Entities, Trusts, or Vehicles
Trade Name or Corporate Name	Name	Paternal Surname	Maternal Surname	CURP	Contract Number	RFC	Percentage of Participation

The information referred to in this fraction must be sent in an electronic file that allows extraction for compilation.
In case that according to the list presented in terms of this fraction, the participation of legal entities, trusts, or vehicles arises directly or indirectly in the social capital of the Interested Party, certified copy of the public instrument in which the constitution of said legal entity is stated must also be attached. Additionally, copies of official identification of the persons referred to in this fraction, issued by competent authority, valid on the date of presentation, containing photograph and signature, must be attached. For the purposes of this paragraph, valid official identification documents shall be those indicated in the second paragraph of fraction V of Article 4 of these provisions.

IX. Organizational structure of the Interested Party, according to the following table:

Board of Directors, Administrators, Managers, Partner Administrators, or Sole Administrator (list all members, as applicable)	Auditors, if applicable	General Manager and Executives of the two immediate lower hierarchies, if applicable	Others (specify)

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X. List of physical establishments designated for the conduct of the Interested Party's corporate purpose, indicating their address according to the following table:

Name of Branch (if applicable)	Street	Av. or Way	Ext. No.	Int. No.	Neighborhood or Urbanization	Delegation, Municipality or Political Demarcation	City or Population	Federal Entity or Province	Postal Code	Country	Tel.	Electronic Mail

The information referred to in this subsection must be sent in an electronic file that allows the information to be extracted for compilation.

XI. In its case, a simple copy of the document accrediting them as a member of any self-regulatory body.

XII. Code of conduct governing the actions of members of the board of directors, managing directors or partners, executives, employees whenever they perform activities inherent to the services provided by the Investment Advisor and attorneys-in-fact to conduct transactions with the public to provide securities portfolio management services by making investment decisions, investment advice on securities, analysis and issuance of investment recommendations, as well as the relationships of the Investment Advisor itself with its clients and other participants in the financial system, in order that such services are provided in an equitable, honest manner and in accordance with sound market practices. Said code of conduct must provide for the rules contained in Annex A of these provisions.

XIII. Indication of the services to be provided:
a) Investment advice on securities, analysis and issuance of investment recommendations on an individualized basis (Investment Advisory). b) Securities portfolio management services making investment decisions on behalf and for the account of third parties (Investment Management).

XIV. Name of the securities market intermediaries to whom instructions are issued to conduct securities transactions on behalf and for the account of their clients in Mexico or, in their case, abroad.

XV. In its case, indication of the page of the worldwide electronic network called the Internet containing the information of the Investment Advisor and the services it will provide.

Article 6.- The Commission may deny Registration requests when:
I. It is formally notified regarding the existence of any judicial or administrative proceedings instituted against the Interested Party or its partners or shareholders, which so orders.
II. The Commission itself is conducting an investigation against the Interested Party or, in its case, its partners or shareholders, for the performance of activities provided for in the laws relating to the Mexican financial system, without having the authorization or concession established by the laws.
III. They do not comply with the requirements provided for in the Law and other applicable provisions.
In no case will such requests be published in the Register, but they will form part of the Database and the relative information will be protected in terms of what is provided in the Federal Law on Transparency and Access to Government Public Information.

Article 7.- The Commission will have a period of ninety days to resolve on the Registration in the Register as Investment Advisors. In the event that the Interested Party is not notified of the respective resolution, it will be understood that the Registration request in the Register was resolved in a positive sense. At the request of the Interested Party, a certificate of such circumstance must be issued within the two following business days after the presentation of the respective application before the Commission itself.

Article 8.- Investment Advisors who require making an Annotation to modify the data of their Registration must submit a copy of the documentation accrediting the change in the Registration data within thirty days following the change. Regarding the request for cancellation of the Registration, they must submit to the Commission a certified copy of the reform to the respective public instrument or formalization of the shareholders' or partners' meeting minutes or, in their case, the partners' agreement in which the cancellation of the Registration in the Register of the company in question has been determined. In their case, they must indicate the name of the respective liquidator.
In these latter cases, the data corresponding to the due registration in the Public Commerce Register must appear.
Investment Advisors who request as an Annotation the registration of their attorneys-in-fact to conduct transactions with the public must send to the Commission the information referred to in subsection VII of Article 5 of these provisions. In case of requesting the deregistration of their attorneys-in-fact to conduct transactions with the public, it will be sufficient to manifest such request. In the case of individuals who request to make an Annotation to modify the data of their Registration or the cancellation of their Registration, they must submit the application to the Commission, manifesting such circumstance, accompanying the documentation accrediting the change in the Registration data, within thirty days following the change. In any case, Investment Advisors that are legal entities must notify the Commission, within a period of ten business days from its verification, of the change of counselors, managing directors, managing partners, sole administrator, general manager or executives of the two immediate lower hierarchies from that, and of three business days when the transmission of shares or social parts representing more than 10% of their paid-up social capital occurs. This last period will be calculated from the time the registration of their shares or social parts is carried out in accordance with the applicable provisions. The modifications referred to in this paragraph will not be considered as Annotations.

Article 9.- The Register will be kept by assigning Registration Folios per Investment Advisor, in which entries regarding Registrations and Annotations will appear.
The Commission will carry out Registrations and Annotations successively within the Registration Folio, in order to generate a complete chronological history of each Investment Advisor, considering the precedence of the documents presented and taking into account the date of the corresponding request.

Article 10.- The Registrations and Annotations of the Register will contain:
I. The Registration Folio, which will include at least the year and month of the Registration or Annotation.
II. The information listed below:
a) General data:

1. Name or corporate name or name of the Investment Advisor.
2. RFC (Taxpayers' Registry Code).
3. Type of person, specifying whether it is an individual or a legal entity.
4. In the case of legal entities, type of Investment Advisor, indicating whether it is or is not an Independent Investment Advisor.
   Likewise, it will be specified whether the Investment Advisor, its shareholders, partners, members of the board of directors, managers, executives, attorneys-in-fact or employees, the latter always when it comes to persons performing activities related to the definition of investment strategies or composition of investment portfolios for the clients to whom the Investment Advisor provides services, participate in more than five percent of the social capital, or participate in the administration bodies, or maintain a dependency relationship with a credit institution, brokerage house, fund operating company, fund share distribution company or securities rating agency. The name of these financial entities will be specified. Additionally, it will be included, if applicable, if they fall under the previous scenario, with respect to a foreign financial entity, without thereby ceasing to be considered an Independent Investment Advisor.
5. In the case of Investment Advisors that are individuals:
   i. Whether or not they are a shareholder or partner with a participation greater than five percent of the social capital of a credit institution, brokerage house, fund operating company, fund share distribution company, securities rating agency or foreign financial entity, specifying, if applicable, the name of these financial entities.
   ii. Whether or not they are a member of the board of directors, executive, manager, attorney-in-fact, employee or participate in the administration bodies of a credit institution, brokerage house, fund operating company, fund share distribution company, securities rating agency or foreign financial entity, specifying, if applicable, the name of these financial entities.
6. Date of constitution in the case of legal entities.
7. In its case, if they are a member of any self-regulatory body.
8. For the case of legal entities, address of the physical establishment or establishments destined for the conduct of their corporate purpose.
9. Internet page.
10. Code of conduct.
11. Records or authorizations in foreign markets.
    b) Advisors or attorneys-in-fact:
12. Name(s) of the attorneys-in-fact to conduct transactions with the public, in the case of legal entities. (Registrations and cancellations)
13. Data and year of certification referred to in Article 193 of the Law, of Investment Advisors in the case of individuals or of attorneys-in-fact to conduct transactions with the public in the case of legal entities.
14. Additional certifications held in Mexico and abroad. In the event that abroad a registration or authorization is required for the Investment Advisor to operate in said markets derived from some labor or business link with foreign intermediaries, they must provide the corresponding information.
    c) Services provided:
15. Investment advice on securities, analysis and issuance of investment recommendations on an individualized basis (Investment Advisory).
16. Securities portfolio management services making investment decisions on behalf and for the account of third parties (Investment Management).

d) Additional information:

1. In the case of individuals, years of professional services provided in any financial entity or other Investment Advisors.
2. Name of the securities market intermediaries to whom instructions are issued to conduct securities transactions on behalf and for the account of their clients in Mexico, as well as, in their case, abroad.

Chapter Three
On the operational and financial information of Investment Advisors

Article 11.- Investment Advisors that are individuals must have a code of conduct containing the minimum standards established in Annex B of these provisions.

Article 12.- In the event that Investment Advisors make modifications to their codes of conduct, they must send them to the Commission within ten business days following the agreement or determination of the corresponding modifications.

Article 13.- Investment Advisors must inform the Commission, within the following twenty business days after obtaining their Registration, the following information:
I. In the case of Investment Advisors that are legal entities, their financial statements corresponding to the immediate previous fiscal year, or the last available financial statements for those recently constituted Investment Advisors, providing, if applicable, those that have been audited by an external auditor;
II. The information required according to the format contained in Annex C of these provisions, corresponding to the last day of the immediate previous month, and
III. In the case of Investment Advisors that are individuals, their code of conduct.

Article 14.- Investment Advisors must deliver to the Commission the information indicated below within ninety days following the closing of the corresponding fiscal year:
I. In the case of Investment Advisors that are legal entities, their annual financial statements, providing, if applicable, those that have been audited by an external auditor.
II. The information required according to the format contained in Annex C of these provisions.

TRANSITORY PROVISIONS
FIRST.- These Provisions will enter into force the day following their publication in the Official Gazette of the Federation.

SECOND.- Number 2, of subsection I of Annex A, as well as Number 3, of subsection I of Annex B of these Provisions will enter into force when the "General Provisions applicable to brokerage houses and credit institutions in matters of investment services" published in the Official Gazette of the Federation on April 24, 2013 and their respective modifications become applicable to investment advisors.

THIRD.- Interested Parties who submit their Registration request to the Commission within the period contained in subsection I of Article Forty Transitory of the "Decree by which various provisions in financial matters are reformed, added and repealed and the Law to Regulate Financial Groupings is issued" published in the Official Gazette of the Federation on January 10, 2014, may continue to provide their services until the Commission itself issues the respective resolution.

TRANSITORY PROVISION
(Resolution modifying the General Provisions applicable to Investment Advisors, published in the Official Gazette of the Federation on August 27, 2015) SINGLE.- This Resolution will enter into force the day following its publication in the Official Gazette of the Federation.

CONSIDERING
That it is convenient to expressly establish the cases of persons who provide securities portfolio management services by making investment decisions on behalf and for the account of third parties, as well as investment advice on securities, which due to their characteristics and conditions will not be obliged to register with the National Banking and Securities Commission, and therefore will not be considered investment advisors nor will they be subject to the supervision of the Commission, and That in the same order of ideas, it is important to specify that administrators of the assets of trusts that issue fiduciary development and real estate bond certificates in terms of the Securities Market Law, as well as fiduciary bond certificates whose primary purpose is not investment in securities and whose assets are not primarily invested in securities, will also be excluded from the aforementioned registration because we are facing services of investment administration mainly in projects and companies, in real estate, or in assets other than securities, and it is not the administration of a portfolio of securities, as is the administration of indexed fiduciary bond certificates, so taking into account in addition the regulatory differences that the National Banking and Securities Commission has established for said instruments, it has resolved to issue the following:

REFERENCES

1. Added by Resolution published in the Official Gazette of the Federation on August 27, 2015.