Investment Funds Law — CNBV — MX

(3) INVESTMENT FUNDS LAW
Published in the Official Gazette of the Federation on June 4, 2001.
Updated with modifications published in the same Gazette on June 28, 2007, January 10 and June 13, 2014, May 20, 2021, December 28, 2023, January 24, 2024, and November 14, 2025.

(3) INVESTMENT FUNDS LAW
INDEX
TITLE I
Preliminary Provisions
Single Chapter
TITLE II
On Investment Funds
First Chapter
On Constitution
Second Chapter
On Organization
Third Chapter
On Share Capital and Shareholders' Rights
Fourth Chapter
On Merger and Spin-off
Fifth Chapter
On Dissolution, Liquidation, and Commercial Bankruptcy Sixth Chapter On the Operation of Investment Funds Seventh Chapter On Equity Investment Funds Eighth Chapter On Debt Instrument Investment Funds Ninth Chapter On Capital Investment Funds Tenth Chapter (8) On Hedge Funds TITLE III On the Provision of Services to Investment Funds First Chapter Generalities Second Chapter On Asset Management Third Chapter On Distribution Fourth Chapter On Valuation Fifth Chapter On Rating Sixth Chapter On Price Provision Seventh Chapter On Deposit and Custody Eighth Chapter On Administrative Services Ninth Chapter On Fiduciary Services TITLE IV Final Provisions First Chapter General Provisions Second Chapter On Subsidiaries of Foreign Financial Institutions Third Chapter On Accounting, Inspection, and Supervision Fourth Chapter On Merger and Spin-off Fifth Chapter On Revocation and Administrative Procedures
Section I
On Revocation
Section II
On Administrative Procedures
Subsection A
Preliminary Provisions
Subsection B
On the Imposition of Administrative Sanctions
Subsection C
On Self-Correction Programs
Subsection D
On the Review Appeal
Subsection E
On Notifications
Subsection F
On Crimes
Sixth Chapter
Common Provisions
Transitory Provisions
Statement of Motives
References

(3) INVESTMENT FUNDS LAW
(4) Title I
(4) Preliminary Provisions
(4) Single Chapter
(3) Article 1.- This Law is of public order and of general observance in the United Mexican States and aims to regulate the organization and functioning of investment funds, the intermediation of their shares in the securities market, the services they must hire for the proper performance of their activities, as well as the organization and functioning of the persons who provide them services under this legal framework. (8) In the application of this Law, the authorities shall promote the development of investment funds, their balanced growth, and the establishment of conditions aimed at achieving the following objectives:
I. The strengthening and decentralization of the securities market;
II. The access of small and medium investors to said market;
III. The diversification of capital;
IV. The contribution to the financing of the productive activity of the country, and
V. The protection of the interests of the investing public.
(3) Article 2.- For the purposes of this Law, the following shall be understood:
(3) I. Investment Assets: The securities, titles, and documents to which the regime of the Securities Market Law applies, registered in the National Registry or listed in the International Quotation System, other securities, cash resources, goods, rights, and credits, documented in contracts and instruments, including those referred to as financial operations known as derivatives, as well as other items subject to trade that, in accordance with the investment regime provided for in this Law and in the general provisions issued by the Commission for each type of investment fund, are susceptible of forming an integral part of their assets; (3) II. Commission: The National Banking and Securities Commission; (3) III. Consortium: The group of legal entities linked to each other by one or more natural persons who, forming a Group of Persons, have Control over the former; (3) IV. Control: The capacity to impose, directly or indirectly, decisions in the board of directors or in the general shareholders' meetings or equivalent bodies; to maintain the ownership of rights that allow, directly or indirectly, to exercise voting rights with respect to more than fifty percent of the share capital of a legal entity, to direct, directly or indirectly, the administration, strategy, or main policies of a legal entity, whether through the ownership of securities, or by any other legal act;

(3) V. Global Account: The account managed by investment fund operating companies, in which the operations of several investment funds and other third parties are recorded, individually and anonymously before a brokerage firm or credit institution with which they sign a stock intermediation or securities administration contract; (3) VI. Promoted Company: National or foreign societies that enter into a promotion contract with a capital investment fund in order to obtain medium and long-term resources, to generate, directly or indirectly, economic, industrial, commercial, or service activity in the country; (3) VII. Relevant Event: That defined as such in the Securities Market Law and the general provisions emanating from it; (3) VIII. Group of Persons: Persons who have agreements, of any nature, to make decisions in the same sense. It is presumed, unless proven otherwise, that they constitute a Group of Persons:
(3) a) Persons who have kinship by blood, affinity, or civil law up to the fourth degree, spouses, concubines, and concubines, or (3) b) Societies that are part of the same Consortium or Business Group and the person or group of persons who have Control over said societies.
(3) IX. Business Group: The set of legal entities organized under schemes of direct or indirect participation in share capital, in which the same society maintains Control over said legal entities. Likewise, financial groups constituted in accordance with the Law to Regulate Financial Groupings shall be considered as Business Groups; (3) X. Significant Influence: The ownership of rights that allow, directly or indirectly, to exercise the vote of at least twenty percent of the share capital of a legal entity; (3) XI. Command Power: The factual capacity to decisively influence the agreements adopted in shareholders' meetings or board of directors sessions, or in the management, conduct, and execution of the business of a legal entity or legal entities that it controls or in which it has Significant Influence. It is presumed that they have Command Power in a legal entity, unless proven otherwise, the persons who fall under any of the following circumstances:
(3) a) Shareholders who have Control over the administration; (3) b) Individuals who have links with the legal entity or the legal entities that make up the Business Group or Consortium to which it belongs, through lifetime, honorary positions, or any other title analogous or similar to the aforementioned; (3) c) Persons who have transferred the Control of the legal entity under any title and gratuitously or at a value lower than market or accounting value, in favor of individuals with whom they have kinship by blood, affinity, or civil law up to the fourth degree, the spouse, concubine, or concubine, or (3) d) Those who instruct relevant councilors or executives of the legal entity to make decisions or execute operations in a society or in the legal entities that it controls, and (3) XII. National Registry: The National Registry of Securities referred to in the Securities Market Law. (3) The terms mentioned above may be used in singular or plural without thereby changing their meaning.
Article 3.- The Securities Market Law, commercial legislation, stock and commercial usages, and common order legislation shall be supplementary to this Law, in the order cited.

(3) In acts or operations contracted between investment funds and the societies that provide them with the services referred to in Article 32 of this Law; between the latter, as well as between investment fund operating companies and societies or entities that provide the services of distribution of shares and their investing clientele, the lack of the form required by this Law or by agreement of the parties shall produce the relative nullity of said acts or operations. (4) Legal acts entered into in contravention of what is established in this Law shall give rise, where applicable, to the payment of damages and losses and to the imposition of administrative and criminal sanctions contemplated by this legal framework, without such contraventions producing the nullity of the acts in protection of third parties in good faith, unless this Law expressly establishes the contrary in the case in question.
Article 4.- The Federal Executive, through the Ministry of Finance and Public Credit, may interpret for administrative purposes the provisions of this Law.
(3) Article 5.- Investment funds shall be variable capital anonymous societies whose exclusive object shall be the habitual and professional acquisition and sale of Investment Assets with resources derived from the placement of shares representing their share capital offered to unspecified persons, through financial intermediation services, in accordance with what is provided in the Securities Market Law and this Law. (3) The shares representing the share capital of investment funds shall be considered as securities for the purposes of the Securities Market Law. (4) Article 5 Bis.- The expressions investment societies, investment funds, investment portfolios, or others that express similar ideas in any language, from which the exercise of the activities reserved by this Law to investment funds can be inferred, shall not be used in the name, corporate name, trade name, advertising, propaganda, or documentation of persons and establishments other than those corresponding to the investment funds referred to in this Law. (8) The provisions of the preceding paragraph are exempted for investment fund operating companies, distributors of investment fund shares, societies valuing investment fund shares, investment advisors who obtain the authorization referred to in Article 225 Bis of the Securities Market Law, societies specializing in retirement funds referred to in this Law, fiduciary development, real estate, or indexed exchange-traded funds that are issued, in accordance with the provisions of the Securities Market Law, as well as investment fund associations and other persons authorized by the Commission for these effects, provided that they do not carry out operations typical of investment funds or operating, distributing, and valuing societies mentioned. (3) Article 6.- Investment funds, according to their investment regime, shall adopt one of the following types:
(3) I. Equity;
(3) II. In debt instruments;
(3) III. Capital, and
(8)
IV. Hedge.
(3) Investment funds shall be subject to the supervision, regulation, and sanction of the Commission, and must observe what is provided in this Law and other applicable provisions.
(3) Societies specializing in retirement funds shall be subject to the supervision of the National Commission of Retirement Savings Systems and shall be governed by what is stated in the Law of Retirement Savings Systems.

(3) Article 7.- Investment funds shall adopt one of the following modalities, depending on the conditions for the acquisition and sale of the shares representing their own share capital, established in the respective prospectus of information to the investing public referred to in this Law:
I. Open: those that have the obligation, under the terms of this Law and their prospectuses of information to the investing public, to repurchase the shares representing their share capital or amortize them with Investment Assets that are part of their assets, unless in accordance with the circumstances provided for in the aforementioned prospectuses, such repurchase is suspended extraordinarily and temporarily, and
II. Closed: those that are prohibited from repurchasing the shares representing their share capital and amortizing shares with Investment Assets that are part of their assets, unless their shares are quoted on a stock exchange, in which case they shall adjust in the repurchase of their own shares to what is established in the Securities Market Law.
(3) The Commission shall establish, through general provisions, categories of investment funds for each type and modality, taking into account criteria of diversification, specialization of the respective investment regime, objective and investment horizon, liquidity, among others. For these purposes, it may use the categories established by the self-regulatory organizations of investment funds and persons who provide services to them. (4) Title II (4) On Investment Funds (4) First Chapter (4) On Constitution (3) Article 8.- For the organization and functioning of investment funds, prior authorization from the Commission is required, without the need for a prior agreement from its Board of Directors. Such authorization shall be granted to societies organized in accordance with the special provisions contained in this legal framework and, in what is not provided for by this, in what is provided by the General Law of Commercial Societies. (3) By their nature, these authorizations shall be non-transferable and shall not imply certification on the goodness of the actions or securities they issue or on the solvency, liquidity, credit quality, or future performance of the funds, nor of the Investment Assets that make up their portfolio. (3) Investment fund operating companies that request authorization for the organization and functioning of investment funds must present the following documentation and information:
(3) I. The draft of the constitutive act of a variable capital anonymous society in which the bylaws shall be stated, which must comply with the provisions contained in this legal framework; (3) II. The information of the founding partner of the investment fund indicating the data related to their authorization to constitute themselves as an investment fund operating company; (3) III. The draft prospectus of information to the investing public and documents with key information for investment referred to in Article 9 of this Law, indicating the type, modality, and category of the investment fund; (3) IV. The list of persons who are intended to provide the fund with the services referred to in Article 32 of this Law, and (3) V. The other documentation and information related that the Commission requires for the effect.

(3) The Commission shall have the power to verify that the application referred to in this article complies with what is provided in this Law, for which said Commission shall have powers to corroborate the veracity of the information provided and, in virtue thereof, the departments and entities of the Federal Public Administration, as well as other federal instances, shall deliver the related information. Likewise, the Commission may request foreign organizations with similar supervision or regulation functions to corroborate the information provided to it for this effect. (3) Article 8 Bis.- Investment funds shall be constituted by a single founding partner before the Commission and without the need to have their constitutive act and bylaws recorded before a notary or public broker nor their registration in the Public Registry of Commerce. (3) Investment funds must be registered in the National Registry, having the same effects as registration in the Public Registry of Commerce, in accordance with Article 2 of the General Law of Commercial Societies. In no case shall the Commission charge fees for the registration of funds in the National Registry, without prejudice to the collection of fees corresponding to the registration of shares in said National Registry. (3) Prior to obtaining the authorization referred to in Article 8 of this Law, the founding partner must appear before the Commission to constitute the investment fund. For these purposes, a minutes shall be drawn up signed by the founding partner and approved by the Commission, which shall certify its existence. Said minutes shall contain at least the following:
(3) I. Name and domicile of the founding partner. Only investment fund operating companies may be founding partners; (3) II. The object of the society, in terms of Article 5 of this Law; (3) III. Its corporate name.
(3) The corporate name shall be formed freely, but shall be distinct from that of any other society, invariably followed by the words "Variable Capital Anonymous Society Investment Fund", and must add after the type corresponding to the investment fund in accordance with what is provided in Article 6 of this Law; (3) IV. Its duration, which may be indefinite; (3) V. The domicile of the fund, which must be located in national territory; (3) VI. The minimum fully paid capital that it must maintain, in terms of the general provisions issued by the Commission, in accordance with Article 14 Bis of this Law, and (3) VII. The indications regarding its shares and shareholders contained in Articles 14 Bis to 14 Bis 3 of this Law. (3) The requirements referred to in the aforementioned subsections and the other rules established in the constitutive act on the organization and functioning of the investment fund shall constitute its bylaws. (3) Modifications to the bylaws of investment funds must be approved by the Commission. (3) Article 8 Bis 1.- Investment funds shall not be obliged to constitute the legal reserve established by Article 20 of the General Law of Commercial Societies. (3) Article 9.- The prospectuses of information to the investing public of investment funds, as well as their modifications, shall require prior authorization from the Commission, and shall contain the relevant information that contributes to the adequate decision-making by the investing public, among which the following shall appear at a minimum:
(3) I. The general data of the investment fund in question;

II. The detailed policy of sale of its shares and the limits of shareholding per investor in accordance with what is established in Article 14 of this Law;
III. The form of negotiation and settlement of purchase and sale operations of its shares, taking into account the current valuation price and the term in which it must be covered;
IV. The detailed policies of investment, liquidity, acquisition, selection, and, where applicable, diversification or specialization of assets, the maximum and minimum limits of investment per instrument and when appropriate, the policies for the contracting of loans and credits, including those for the issuance of securities representing a debt on its part;
(3) V. The warning to investors of the risks that may arise from the investment of their resources in the fund, taking into account for this the policies to be followed in accordance with the preceding subsection;
VI. The method of valuation of its shares, specifying the periodicity with which the latter is carried out and the form of making the price known;
(3) VII. In the case of open investment funds, the policies for the repurchase of the shares representing their share capital and the causes for which such operations will be suspended. The foregoing, taking into account the amount of its paid capital, the holding of each shareholder, and the composition of the Investment Assets of each investment fund.
(3) The Commission may establish through general provisions norms that regulate the process of suspension of the repurchase or acquisition of the shares representing the share capital of the investment fund in question.
(3) Additionally, when there are disorderly market conditions, the Commission may authorize investment funds to modify the dates for the repurchase of their shares, without the need to modify their prospectus of information to the investing public; (3) VIII. The specific mention that shareholders of open investment funds shall have the right that the investment fund itself, through the persons who provide them with share distribution services, repurchase or acquire at valuation price, without application of any differential, up to one hundred percent of their shareholding, within the term established in the same prospectus of information to the investing public, due to any modification to the investment regime or share repurchase regime; (4) IX. The share capital structure specifying, where applicable, the different characteristics of the series or classes of shares and the rights and obligations inherent to each of them; (4) X. The concept and calculation procedure of the commissions and remunerations that investment funds and their shareholders must pay, as well as the periodicity or circumstances in which they will be charged; (4) XI. The statements under oath, by the persons who must sign the prospectus of information to the investing public, in which they expressly declare that within the scope of their responsibility they have no knowledge of relevant information that has been omitted, that is false, or that induces error; (4) XII. A specific section related to the operational conditions that would apply in the event of the early dissolution and liquidation of the investment fund; (4) XIII. The preferential rights that may exist to subscribe and repurchase shares representing the share capital, as well as the possibility of suspending the acquisition and purchase of the shares representing their share capital, by virtue of the spin-off of the investment fund in case of liquidity problems;

(4) XIV. The possibility that the investment fund be split in accordance with the procedure established in Article 14 Bis 7 of this Law, in the event that disordered conditions or high volatility occur in financial markets, or when, due to the characteristics of the Investment Assets, they present liquidity or valuation problems, and

(4) XV. Those others established by the Commission, through general provisions, in relation to the preceding subsections.

(3) In the definition of the share series or classes referred to in the preceding subsection IX, the operating companies that request authorization for the organization and operation of the investment fund in question must adhere to the characteristics and, where applicable, the maximum charge amount for the obligations resulting from them, which allow them to be differentiated without generating discriminatory practices among those who provide them with distribution services or inequitable practices among investors, as established by the Commission through general provisions, in terms of what is provided in Article 39 Bis 4 of this Law.

(3) Investment funds that obtain authorization from the Commission regarding their prospectuses for the investing public must incorporate prominently in the prospectus itself a legend that explicitly states that said authorization does not imply certification regarding the merit of the shares they issue or regarding the solvency, liquidity, credit quality, or future performance of the funds, nor of the Investment Assets that make up their portfolio.

(4) Additionally, investment funds must present a document with key investment information, which must contain the requirements determined by the Commission through general provisions. Documents with key investment information shall form part of the prospectuses for the investing public.

(4) The Commission, through general provisions, will specify modifications to the prospectus for the investing public that will not require prior authorization from said Body. Without prejudice to the foregoing, each time the aforementioned prospectus for the investing public is modified, a copy containing the modifications made must be sent to the Commission.

(4) Persons who provide investment funds with share distribution services must stipulate with the investing public, on behalf of these funds, at the time of concluding the respective contract, the means through which the prospectuses for the investing public and documents with key investment information of the investment funds whose shares they distribute, and, where applicable, their modifications, will be made available for their analysis and consultation, simultaneously agreeing on the facts or acts that will be presumed to constitute their consent thereto.

(4) In any case, investment funds will be obligated to present their prospectuses for the investing public in the format issued by the Commission for such purposes in accordance with the general provisions referred to in this article.

(4) Chapter Two

(4) On Organization

(3) Article 10.- Investment funds, as an exception to the General Law of Commercial Companies, shall not have a shareholders' assembly, nor a board of directors, nor a statutory auditor. The functions assigned to the shareholders' assembly by Articles 181 and 182 of the General Law of Commercial Companies shall be assigned to the founding partner and, in cases where this Law expressly indicates, additionally to the other partners. Likewise, the activities of the board of directors shall be entrusted to the investment fund operating company that contracts in compliance with this Law. As for the supervision of investment funds, this is assigned to the regulatory controller of the investment fund operating company contracted by the fund itself, in the terms provided in this Law.

(3) Article 11.- Investment fund operating companies that provide administration services to investment funds, through their own board of directors, in addition to the inherent functions that the General Law of Commercial Companies entrusts to whoever is in charge of the administration of the companies and those provided for in this Law, must, with respect to the investment funds to which they provide services, perform the following functions:

(3) I. Approve:

(3) a) The hiring of persons who provide the investment fund with the services referred to in this Law;

(3) b) The rules to prevent and avoid conflicts of interest, and

(3) c) Transactions with persons who maintain property or liability links with the founding partner or its shareholders, or by blood, affinity, or civil relationship up to the fourth degree, with such shareholders, with those of the controlling society of the financial group and financial entities forming part of the group to which, where applicable, the operating company itself belongs, as well as with the shareholders of the Business Group or Consortium to which said operating company belongs;

(3) II. Establish the investment and operation policies of the investment funds, as well as review them each time a meeting is held, taking into account whether the investments are reasonable for the investment fund, the absence of conflicts of interest, and adherence to the objective and investment horizon;

(3) III. Issue the measures required to ensure that what is stated in the prospectus for the investing public is duly observed;

(8) IV. Analyze and evaluate the result of the management of the investment fund, as well as evaluate at least once a year the performance of the contracted service providers; establish mechanisms to notify the shareholders of the investment funds of the result of said evaluation and, where applicable, the substitution of said service providers.

(3) V. Refrain from paying for services not earned or not contemplated in the prospectus for the investing public of the investment fund;

(3) VI. Keep a separate book for each investment fund it administers, in which all corporate acts of the fund in question must be recorded, relating to any modification to the constitutive deed, including capital increases, dissolution agreements, merger, spin-off, as well as others taken by the founding partner, which must be reported to the Commission for publication through the National Registry; in case an increase in the capital of the investment fund it administers is agreed upon, the secretary of the board may authenticate the corresponding registry act for its presentation to the Commission.

(3) The corporate acts notified to the Commission in terms of what is provided by this subsection, shall take effect until they are made public knowledge through the National Registry;

(3) VII. Keep a record of the total number of shares in circulation of the investment funds it administers, with the information provided by the operating companies of investment fund shares or entities that provide such service, indicating the number, series, class, and other particulars.

(3) Article 12.- The members of the board of directors of the investment fund operating companies that administer investment funds shall perform their function seeking to create value for the benefit of the investment fund in question, without favoring a specific shareholder or group of shareholders. To this effect, they must act diligently by adopting reasoned decisions and fulfilling the other duties imposed on them by virtue of this and other laws, the bylaws, or the corresponding service provision contract, in favor of the investment fund in question.

(3) Article 13.- The members of the board of directors of the investment fund operating company that administers the investment fund shall have the responsibility inherent to their mandate and that derived from the obligations imposed on them by the General Law of Commercial Companies, this Law, the bylaws, or the bylaws of the investment funds.

(3) The members of the board of directors of the investment fund operating company, with respect to the investment fund it administers, in their conduct, shall be governed by the duties of diligence and loyalty referred to in Articles 30 to 37 of the Securities Market Law. The liability action for non-compliance with said duties shall be exercised in the terms of Articles 38 to 40 of the aforementioned Securities Market Law. In any case, the liability action shall be in favor of the investment fund that suffers property damage, and without prejudice to those other actions that partners, creditors, and third parties may exercise in accordance with this and other Laws.

(3) Article 14.- Investment funds, through the board of directors of the investment fund operating company, shall establish maximum holding limits per shareholder and determine policies so that persons who comply with them temporarily acquire percentages higher than such limits, which must be contained in their prospectuses for the investing public.

(8) Operating companies or persons who provide share distribution services for investment funds must implement, on behalf of these, mechanisms that allow their shareholders to have timely information regarding the percentage and value of their shareholding, in order to comply with what is provided in this article.

(4) Chapter Three

(4) On Social Capital and Shareholder Rights

(4) Article 14 Bis.- Investment funds must have the minimum fully paid-up capital that the Commission establishes through general provisions for each type of investment fund. The fixed social capital shall be represented by the shares referred to in Article 14 Bis 1, first paragraph of this Law, and in no case shall it be less than the minimum capital.

(4) Investment funds shall have variable capital, which shall be unlimited. In any case, the amount of subscribed and paid capital must be announced in the corresponding financial statements when publicity is given to the authorized capital represented by issued and unsubscribed shares.

(4) The variable part of the social capital of investment funds may be represented by several series of shares, and different classes of shares may be established for each series.

(4) The shares of investment funds, as an exception to what is provided in Article 115 of the General Law of Commercial Companies, shall be issued without stating a nominal value and must be paid in full in cash at the time of subscription, or in kind if, in the latter case, the Commission authorizes it considering the liquidity of the in-kind assets, the type, and modality of the investment fund in question.

(4) Article 14 Bis 1.- The shares representing the fixed social capital of investment funds may only be subscribed by the person who, in accordance with this Law, may have the status of founding partner. The shares representing the fixed capital shall be of a single series and class, without withdrawal rights, and may only be transferred in ownership or encumbered as collateral or trust, with prior authorization from the Commission.

(4) The shares representing the variable part of the capital shall be freely subscribable, in accordance with what is established in the prospectus for the investing public, and shall grant the rights established in Article 14 Bis 2 below, or any other economic right established in the bylaws.

(4) As an exception to what is provided in Article 132 of the General Law of Commercial Companies, there shall be no right of preference to subscribe to shares in cases of capital increase, nor to acquire them in cases of alienation, unless otherwise agreed in both cases, which must be informed in the prospectus for the investing public.

(4) Shareholders of the variable part of the capital shall also not have the right of separation nor the right of withdrawal referred to in Articles 206 and 220 of the General Law of Commercial Companies, without prejudice to the observance of the applicable terms and conditions regarding acquisition, repurchase, and sale operations of the shares representing the social capital of the investment fund itself.

(4) Article 14 Bis 2.- Shareholders of the variable part of the social capital of investment funds shall only have the following rights:

(4) I. Participate in the distribution of profits in accordance with what is provided in Articles 16 to 19 of the General Law of Commercial Companies and others applicable. With regard to the investment funds referred to in Article 6, subsections I and II of this Law, this right shall be exercised according to the price corresponding to the daily valuation assigned to the shares representing the social capital;

(4) II. Demand from the investment fund the acquisition or repurchase of shares in the cases contemplated in this Law and the prospectus for the investing public;

(4) III. Demand civil liability for damages and losses in cases where the operating company of the investment fund in question fails to comply with any of the cases in Article 39 of this Law, or with the person who provides the services referred to in subsection VI of Article 32 of this Law, when it fails to comply with the functions referred to in Article 51 of this legal instrument;

(4) IV. Demand the refund of their shares according to the value established in the final liquidation balance, if the investment fund is dissolved or liquidated, and

(4) V. Exercise the liability action against the members of the board of directors of the investment fund operating company that administers the investment fund, in the terms referred to in Articles 12 and 13 of this Law.

(8) Shareholders of the variable part of the social capital of investment funds shall not have the rights provided in Articles 144, 163, 184, and 201 of the General Law of Commercial Companies. Notwithstanding the foregoing, the bylaws of capital or hedge investment funds may provide corporate rights and other economic rights for shareholders of the variable part of the social capital, as well as the right to oppose decisions taken by the board of directors of the investment fund operating company that administers them, with respect to the capital or hedge investment fund itself. The rights referred to in this paragraph must be exercised in the terms and conditions agreed upon in the bylaws themselves.

(4) To exercise the rights referred to in subsections III and V, it shall be necessary for the shareholders individually or collectively to represent 0.5 percent of the social capital in circulation, or to have invested in the investment fund the equivalent in national currency to 100,000 investment units, whichever is greater, on the date on which the action is intended to be exercised.

(4) The founding partner, in addition to the rights granted to it by this Law, shall have those indicated in subsections I and IV set forth in this article.

(4) Article 14 Bis 3.- Investment funds may not issue dividend shares nor agree to what is provided in Article 123 of the General Law of Commercial Companies.

(4) Investment funds may hold treasury shares, which shall be put into circulation in the form and terms set by the board of directors of the investment fund operating company that provides their services.

(4) Chapter Four

(4) On Merger and Spin-off

(4) Article 14 Bis 4.- The merger or spin-off of investment funds requires prior authorization from the Commission.

(4) Investment funds may only merge with other investment funds of the same type.

(4) The merger of investment funds shall not require the authorization that, in terms of the Federal Economic Competition Law, must be obtained, provided that the same investment fund operating company provides them with asset administration services, or when such services are provided by different investment fund operating companies belonging to the same financial group.

(4) Article 14 Bis 5.- The merger of investment funds shall be carried out subject to the following bases:

(4) I. Investment funds shall present to the Commission the agreements of the board of directors of the investment fund operating company that administers them, which have the favorable majority vote of the independent directors regarding the merger, the merger agreement, the modifications that would need to be made to the bylaws of the funds, the merger plan of the respective funds with indication of the stages in which it must be carried out; as well as the draft prospectus for the investing public and documents with key investment information of the investment funds that, where applicable, will be formed or survive from the merger, the financial statements that present the situation of the funds and that will serve as the basis for the board that authorizes the merger and the projected financial statements of the fund resulting from the merger;

(4) II. The merger agreements, as well as the minutes of the board of directors of the investment fund operating companies that administer them, in which the merger is agreed upon, shall be notified to the Commission for publication in the National Registry, and additionally shall be published on the electronic page of the worldwide network known as the Internet on the sites of the investment fund operating company as well as the investment fund share distribution company and entities that provide such service, with prior authorization from the Commission. Additionally, investment fund operating companies must give notice, on the same day they publish the information referred to in this subsection, to the creditors of the investment funds to be merged for the purposes of what is provided in the following subsection IV.

(4) From the date on which said agreements are published in the National Registry, the merger shall take effect, which cannot occur before the deadline provided in subsection III, paragraph a) below expires;

(4) III. The agreements of the board of directors of the investment fund operating companies that administer them, regarding the merger, must contain the bases, procedures, and protection mechanisms that will be adopted in favor of their shareholders.

Such bases, procedures, and mechanisms must establish, at least, the following:

(4) a) Once the merger is authorized, notice thereof shall be given to its shareholders through the company that has provided them with share distribution services, through a reliable means, at least forty business days in advance of the merger taking effect, making known the main characteristics of the investment funds that will be formed or survive from the merger, and

(4) b) During the period mentioned in the preceding paragraph, the draft prospectus for the investing public and documents with key investment information of the investment funds that will be formed or survive from the merger shall be made available to the shareholders;

(4) IV. During the ninety natural days following the date of publication in the National Registry of the agreements referred to in the preceding subsection II, creditors of the investment funds may judicially oppose the same, solely for the purpose of obtaining payment of their credits, without the opposition suspending the merger, and

(4) V. The Commission may require additional documentation and related information for such purposes.

(4) The authorizations to organize and operate as investment funds, of those that participate in a merger process as merged entities, shall become void by operation of law, without it being necessary for the issuing authority to issue an express declaration to that effect.

(4) Article 14 Bis 6.- Investment funds may spin off, either by extinguishing, in which case the spinning-off fund will divide all or part of its assets, liabilities, and share capital into two or more parts, which will be contributed in block to other newly created funds; or when the spinning-off investment fund, without extinguishing, contributes in block part of its assets, liabilities, and share capital to another or other newly created funds. The spun-off investment funds shall be understood to be authorized to organize and operate as investment funds.

(4) The spin-off referred to in this article shall comply with the general provisions issued by the Commission for such purposes, taking into consideration the protection of shareholders' interests, and shall be carried out subject to the following bases:

(4) I. The spinning-off fund shall present to the Commission the agreements of the board of directors of the operating company of investment funds that administers it, which have the favorable vote of the majority of independent directors, containing the agreements regarding its spin-off and projected financial statements of the funds resulting from the spin-off;

(4) II. The shares of the fund to be spun off must be fully paid;

(4) III. Each of the partners of the spinning-off fund shall initially have a proportion of the share capital of the spun-off funds equal to that of which it is the holder in the spinning-off fund;

(4) IV. The resolution approving the spin-off must contain:

(4) a) The description of the form, deadlines, and mechanisms in which the various concepts of assets, liabilities, and share capital will be transferred;

(4) b) The description of the parts of the assets, liabilities, and share capital that correspond to each spun-off fund and, if applicable, to the spinning-off fund, with sufficient detail to allow for their identification;

(4) c) The financial statements of the spinning-off fund, covering at least the operations carried out during the last fiscal year;

(4) d) The determination of the obligations that, by virtue of the spin-off, each spun-off fund assumes. If a spun-off fund fails to comply with any of the obligations assumed by it by virtue of the spin-off, it shall be jointly liable to creditors who have not given their express consent, for a period of three years counted from the last of the publications referred to in subsection V of this article, up to the amount of net assets attributed to each of them in the spin-off; if the spinning-off fund has not ceased to exist, it shall be liable for the entire obligation;

(4) e) The draft statutory reforms of the spinning-off fund and the draft statutes of the spun-off funds, and

(4) f) The bases, procedures, and mechanisms of protection that will be adopted in favor of its shareholders. These bases, procedures, and mechanisms must establish, at least, the following:

(4) 1. Once the spin-off is authorized, notice thereof shall be given to its shareholders by the company that has provided the services of distribution of its shares, through a reliable means, at least forty business days in advance of the spin-off taking effect, making known the main characteristics of the spun-off investment funds and of the spinning-off fund, if it subsists, and

(4) 2. During the period mentioned in the preceding subsection, the draft prospectus for information to public investors and documents with key investment information for the spun-off investment funds and of the spinning-off fund, if it subsists, shall be made available to shareholders;

(4) V. The agreements of the board of directors of the operating companies of investment funds that administer the investment funds, regarding the spin-off, as well as the minutes of said board and the constitutive minutes of the spun-off fund, shall be notified to the Commission for publication in the National Registry and also published on the electronic page of the worldwide network known as Internet on the sites of the operating company of investment funds as well as of the share distributing company of investment funds and entities providing such service, once authorization from the Commission is obtained. From the date of publication, the spin-off shall take effect, which cannot occur before the deadline provided for in subsection IV, subsection f), numeral 1 of this article expires. Additionally, the operating companies of investment funds must give notice, on the same day they publish the information referred to in this subsection, to the creditors of the investment funds to be merged for the purposes of the following subsection;

(4) VI. Creditors of the spinning-off fund may judicially oppose the spin-off, within the ninety natural days following the date of the notice referred to in the preceding subsection, solely for the purpose of obtaining payment of their credits, without the opposition suspending the effects thereof, and

(4) VII. The Commission may require additional documentation and related information for such purposes.

(4) Article 14 Bis 7.- As an exception to what is stated in Article 14 Bis 6 of this Law, and in the event that disordered conditions or high volatility occur in financial markets, or when, due to the characteristics of the Investment Assets of the investment funds, they present liquidity or valuation problems, the investment funds themselves may spin off subject to the rules provided in this article and in the following Article 14 Bis 8.

(4) Investment funds that comply with what is provided in this article will not require authorization from the Commission, and must comply with the following conditions:

(4) I. Prove to the Commission at the time of informing about the spin-off that it was not possible to obtain the current updated valuation price of the Investment Assets in question;

(4) II. The Investment Assets that are to be destined to the spun-off investment fund must represent, at most, the percentage of the net assets of the spinning-off investment fund that the Commission determines through general provisions;

(4) III. The responsible for the comprehensive risk management of the spun-off investment fund determines that if the investment fund is not spun off, it would incur a liquidity risk that would negatively impact the valuation or liquidity of other Investment Assets or the investment fund itself in its general operation, and

(4) IV. The spin-off of the investment fund is carried out in protection of the investors of the investment fund.

(4) Article 14 Bis 8.- For the spin-off of investment funds carried out in accordance with what is provided by this article and the preceding Article 14 Bis 7, the investment funds must be subject to the general provisions issued by the Commission for such purposes and submit the following documentation to the Commission:

(4) I. Minutes of the board of directors of the operating company of investment funds that administers them, with the favorable vote of the majority of independent directors, in which the agreement to carry out the spin-off is recorded;

(4) II. Constitutive minutes of the spun-off investment fund containing the elements referred to in Article 8 Bis of this Law. In this case, the Commission shall immediately register the minutes of the spun-off fund in the National Registry;

(4) III. The projected financial statements of the funds resulting from the spin-off;

(4) IV. The Commission may require additional documentation and related information for such purposes.

(4) Likewise, the investment fund in question must prove to the Commission that the spin-off complied with what is provided in subsections II to IV, subsections a) to e) of Article 14 Bis 6 of this Law.

(4) The spun-off investment funds shall be understood to be authorized to organize and operate as investment funds, and invariably must adopt the closed-end modality.

(4) Investment funds must suspend the acquisition and repurchase of their shares, from the time they have presented to the Commission the information referred to in this article and Article 14 Bis 7 of this Law.

(4) The Commission may order modifications to the terms and conditions under which the spin-off of the investment fund in question was agreed, when these result contrary to the interests of investors.

(4) The Commission shall establish through general provisions the operational mechanics, for the administration, valuation of Investment Assets, information disclosure, and liquidation of the spun-off investment fund. Additionally, in said provisions, the characteristics of the Investment Assets that may be destined to the spun-off investment fund will be determined.

(4) Chapter Five

(4) On dissolution, liquidation, and commercial insolvency

(4) Article 14 Bis 9.- The agreement by which the board of directors of the operating company of investment funds that administers the investment fund decides to change nationality, shall place the investment fund in a state of dissolution and liquidation, in addition to the cases provided for in Article 229 of the General Law of Commercial Societies.

(4) The investment fund that resolves to change its nationality must request the Commission to revoke its authorization, in accordance with what is provided in Article 81 Bis 4 of this Law.

(4) In no case may investment funds agree to transform into a society distinct from an investment fund. The agreement that, if any, contravenes this provision shall be null.

(4) Article 14 Bis 10.- The dissolution and liquidation of investment funds shall be governed by what is provided for commercial share societies in the General Law of Commercial Societies with the following exceptions:

(4) The designation of liquidators shall correspond:

(4) I. To the operating company of investment funds that administers the investment fund, when the dissolution and liquidation has been voluntarily resolved by its board of directors. In this case, they must make known to the Commission the appointment of the liquidator, within five business days following their designation.

(4) The Commission may veto the appointment of the person who will hold the position of liquidator, when it considers that they do not have sufficient technical quality, honorability, and satisfactory credit history for the performance of their functions, do not meet the requirements established for that effect, or have committed serious or repeated infractions of this Law or of the general provisions derived from it.

(4) The Commission shall promote before the judicial authority to appoint the liquidator, if within sixty business days of the publication of the revocation, it has not been designated by the operating company of investment funds that administers the investment fund, and

(4) II. To the Commission, when the dissolution and liquidation of the investment fund is a consequence of the revocation of its authorization in accordance with what is provided in Article 82 of this Law.

(4) In the event that, for justified cause, the liquidator designated by the Commission resigns from their position, the Commission must designate the person who replaces them within fifteen natural days following the date the resignation takes effect.

(4) In the cases referred to in this subsection, the responsibility of the Commission shall be limited to the designation of the liquidator, so that the acts and results of the liquidator's performance shall be the exclusive responsibility of the latter.

(4) Article 14 Bis 11.- The appointment of liquidator of investment funds must fall to credit institutions, brokerage houses, the Service for the Administration and Disposition of Assets, or to natural or legal persons who have experience in the liquidation of financial entities.

(4) When the appointment of liquidator falls to natural persons, it must be observed that such persons are residents in national territory in terms of what is provided by the Federal Tax Code and meet the following requirements:

(4) I. Not have pending litigation against the investment fund or the operating company that provides asset administration services;

(4) II. Not have been sentenced for property crimes, or disqualified from engaging in commerce or for holding an employment, position, or commission in public service, or in the Mexican financial system;

(4) III. Not have been declared insolvent;

(4) IV. Not have held the position of external auditor of the operating company that provides asset administration services or of any of the companies that make up the Business Group or Consortium to which the latter belongs, during the twelve months immediately preceding the date of appointment;

(4) V. Present a special credit report, in accordance with the Law to Regulate Credit Information Societies, provided by credit information societies containing their antecedents of at least five years prior to the date on which the position is intended to begin, and

(4) VI. Be registered in the registry kept by the Federal Institute of Specialists in Commercial Insolvencies, or have certification from a guild association recognized as a self-regulatory body by the Commission.

(4) Regarding legal persons in general, the natural persons designated to perform activities linked to this function must comply with the requirements referred to in this article.

(4) The Service for the Administration and Disposition of Assets may exercise the role of liquidator with its personnel or through attorneys-in-fact designated for such effect. The power of attorney may be made through credit institutions, brokerage houses, or natural persons who meet the requirements indicated in this article.

(4) Institutions or persons who have an interest opposed to that of the investment fund must abstain from accepting the position of liquidator, manifesting such circumstance.

(4) Article 14 Bis 12.- In the performance of their function, the liquidator must:

(4) I. Prepare a report regarding the overall situation of the investment fund. In the event that it is derived from their report that the investment fund is located in grounds for commercial insolvency, they must request the judge to declare commercial insolvency in accordance with what is provided in the Commercial Insolvency Law, informing the Commission thereof;

(4) II. Instrument and adopt a scheduled work plan containing the procedures and measures necessary for the obligations of the fund arising from operations reserved for investment funds to be settled or transferred to other intermediaries no later than within the year following the date on which they protested and accepted their appointment;

(4) III. Collect what is owed to the investment fund and pay what it owes.

(4) In the event that the aforementioned assets are not sufficient to cover the liabilities of the fund, the liquidator must request commercial insolvency;

(4) IV. Present to the founding partner, upon conclusion of their management, a complete report of the liquidation process. Said report must contain the final balance of the liquidation.

(4) In the event that the liquidation does not conclude within the twelve months immediately following, counted from the date on which the liquidator accepted and protested their position, the liquidator must present to the founding partner a report regarding the status of the liquidation indicating the causes for which its conclusion has not been possible. Said report must contain the financial status of the fund and must be at all times available to the founding partner itself;

(4) V. Promote before the judicial authority the approval of the final liquidation balance, in cases where it is not possible to obtain the approval of the founding partner, when said balance is objected to by the founding partner at the judgment of the liquidator. The foregoing is without prejudice to the legal actions corresponding to the founding partner in terms of the laws;

(4) VI. Make known to the competent judge that there is physical and material impossibility to carry out the legal liquidation of the fund so that it orders the operating company of investment funds that had provided administration services to the investment fund in question to publish such circumstance on its electronic page of the worldwide network known as Internet.

(4) Interested parties may oppose the liquidation of the investment fund within a period of sixty natural days following the publication, before the same judicial authority;

(4) VII. Exercise the legal actions that correspond to determine the economic responsibilities that, if any, exist and to disclaim responsibilities that in terms of law and other provisions are applicable, and

(4) VIII. Abstain from buying for themselves or for another, the property of the investment fund in liquidation, without express consent of the founding partner.

(4) Article 14 Bis 13.- The Commission will not exercise supervision functions regarding the functions of the liquidator of investment funds. The foregoing, without prejudice to the powers conferred in this regulation regarding the crimes indicated in Section F of the Second Section, of Chapter Five of Title IV of this Law.

(4) Article 14 Bis 14.- The commercial insolvency of investment funds shall be governed by what is provided in the Commercial Insolvency Law, with the following exceptions:

(4) I. When there are elements that could update the grounds for the declaration of commercial insolvency and the operating company of investment funds that administers the investment fund in question does not request the respective declaration of commercial insolvency, the Commission will request it;

(4) II. Once commercial insolvency is declared, the Commission, in defense of the interests of creditors, may request that the procedure begins in the bankruptcy stage, or the early termination of the conciliation stage, in which case the judge will declare bankruptcy, and

(4) III The position of conciliator or trustee shall correspond to the person designated for such effect by the Commission within a maximum period of ten business days. Such appointment may fall to credit institutions, brokerage houses, the Service for the Administration and Disposition of Assets, or to legal or natural persons who meet the requirements provided in Article 14 Bis 11 of this Law.

(4) Article 14 Bis 15.- The Commission may request the judicial declaration of dissolution and liquidation or commercial insolvency of investment funds.

(4) Article 14 Bis 16.- The Commission, prior to agreement of its Board of Directors, may assign resources from its annual budget to the Service for the Administration and Disposition of Assets so that said organism carries out liquidation or insolvency procedures of investment funds subject to the supervision of the Commission, understanding that such resources may exclusively be used to cover expenses associated with publications and other procedures relative to such procedures, when it is observed that these cannot be borne by the assets of the investment funds themselves due to lack of liquidity, or insolvency.

(4) Article 14 Bis 17.- In the event of dissolution, liquidation, or commercial insolvency of investment funds and when the share distributing companies of investment funds or the financial entities providing such services are unable to locate the shareholders of the variable part of the investment fund in question in order to deliver the corresponding resources, they must comply with what is provided by Article 40 Bis 4 of this Law.

(4) Chapter Six

(4) On the operation of investment funds

(3) Article 15.- Investment funds may only carry out the following operations:

(3) I. Acquire or dispose of Investment Assets in accordance with the investment regime corresponding to them;

(3) II. Enter into repo and loan operations on securities to which the Securities Market Law applies, as well as with financial derivative instruments; with credit institutions, brokerage houses, and foreign financial entities, being able to act, as appropriate, as repo-takers, repo-givers, borrowers, or lenders;

(3) III. Acquire the shares they issue, without the prohibition established by Article 134 of the General Law of Commercial Societies being applicable for such effect. The foregoing shall not be applicable to capital or closed-end investment funds, unless they trade on exchanges, in which case they must carry out such repurchase in accordance with what is provided by the Securities Market Law;

(3) IV. Buy or sell shares representing the share capital of other investment funds without prejudice to the investment regime to which they are subject;

V. Obtain loans and credits from credit institutions, non-bank financial intermediaries, and foreign financial entities;

VI. Issue securities representing a debt owed by them, for the fulfillment of their purpose, and

VII. Those analogous and related ones authorized by the Commission through general provisions.

(8) In carrying out the transactions referred to in this article, investment funds shall be subject to the general provisions issued by the Commission, except for repo transactions, securities lending, loans and credits, issuance of securities, and the celebration of financial transactions known as derivatives and in foreign currency, in which case they must comply with the general provisions issued by the Bank of Mexico for this purpose, which may establish maximum limits on the amounts of such transactions based on the characteristics of the investment assets and the fund itself, as well as the market situation.

(9) The general provisions applicable to hedge funds must be approved and, where applicable, modified by the Board of Directors of the Commission.

(3) In the event that the Commission intends to incorporate into the investment regime of investment funds of any type, the celebration of financial transactions known as derivatives or in foreign currency, it must obtain the favorable opinion of the Bank of Mexico.

(3) The Commission shall be empowered to issue general provisions to which investment funds must adhere for the acquisition, purchase, and alienation of shares issued by them, the reports on such operations prepared by the fund operating company that administers them, the information disclosure standards, and the form, terms, and means by which these operations are communicated to the Commission and the public. As a consequence of the repurchase of its own shares, investment funds shall proceed to reduce capital on the same date of acquisition, converting them into treasury shares.

(3) Likewise, the Commission through general provisions may limit or prohibit investment funds from acquiring or participating in those operations that it determines imply a conflict of interest, having the power to resolve cases of doubt.

(3) Article 16.- The securities, titles, and documents registered in the National Registry, which form part of the assets of investment funds, must be deposited in an account that for each fund will be maintained at a securities depository institution granted under the terms of the Securities Market Law, except when they are shares representing the share capital of other investment funds.

When it comes to Investment Assets other than those indicated in the previous paragraph, which by their nature cannot be deposited in a national or foreign securities depository institution, they shall be maintained under the terms specified by the Commission through general provisions.

(3) Article 17.- Investment funds must obtain a rating granted by a securities rating agency, which reflects the risks of the assets comprising their equity and the operations they carry out, as well as the quality of their administration, when so determined by the Commission through general provisions, which will also indicate the periodicity with which this will be carried out, as well as the terms and conditions under which this information must be disseminated.

(3) Article 18.- Investment funds are prohibited from:

I. Receiving money deposits;

(3) II. Pledging their movable property, real estate, securities, titles, and documents held in their assets, except when the purpose is to guarantee the fulfillment of obligations owed by the fund, resulting from the carrying out of the transactions referred to in Article 15, fractions II, V, and VI of this Law, as well as those in which they may participate and which, in accordance with the provisions applicable to such transactions, must be guaranteed;

III. Providing their guarantee or surety regarding obligations owed by a third party;

(3) IV. Repurchasing or selling the shares they issue at a price different from that established in accordance with Article 44 of this Law, considering the commissions corresponding to each share series. Regarding investment funds that trade on the stock exchange, they shall comply with the repurchase regime provided for in the Securities Market Law applicable to issuing companies;

V. Conducting active credit operations, except for loans and repos on securities, in accordance with what is provided in fraction II of Article 15 of this Law, and

VI. That which is indicated by this or other laws.

(5) Article 19.- Repealed.

(5) Article 20.- Repealed.

(3) Article 21.- When an investment fund has acquired any Investment Asset within the minimum and maximum percentages applicable to it, but due to variations in their prices or, in their case, significant and unusual purchases or sales of shares representing their paid-up capital, does not cover or exceeds such percentages, it must comply with the general provisions issued by the Commission for this purpose, in order to regularize its situation.

(4) Seventh Chapter

(4) Of variable income investment funds

(3) Article 22.- Variable income investment funds will operate with Investment Assets whose nature corresponds to shares, bonds, and other securities, titles, or documents representing a debt owed by a third party under the terms of the following article, which shall be designated for the purposes of this chapter as Securities. Likewise, they may operate with other securities, rights, credit titles, documents, contracts, money deposits, and other goods subject to commerce, which the Commission authorizes through general provisions.

(3) Article 23.- The investments made by funds of this type shall be subject to the regime established by the Commission through general provisions, which must consider, among others:

(3) I. The maximum percentage of the fund's net asset that may be invested in Securities of the same issuer;

(3) II. The maximum percentage of Securities of the same issuer that may be acquired by an investment fund;

(3) III. The minimum percentage of the fund's net asset that must be invested in Securities and operations whose liquidity allows it to acquire the shares representing the share capital of shareholders who request it, and

(3) IV. The minimum percentage of the fund's net asset that must be invested in shares and other variable income titles or documents.

(3) In issuing the provisions referred to in this article, the Commission may establish the calculation bases for the aforementioned percentages and different regimes considering investment policies, liquidity, selection, and, where applicable, diversification or specialization of assets, as well as providing for investment in other securities, rights, credit titles, documents, contracts, money deposits, and other goods subject to commerce.

(4) Eighth Chapter

(4) Of investment funds in debt instruments

(3) Article 24.- Investment funds in debt instruments will operate exclusively with Investment Assets whose nature corresponds to securities, titles, or documents representing a debt owed by a third party, which shall be designated for the purposes of this chapter as Securities. The Commission may determine through general provisions other types of Investment Assets in which investment funds in debt instruments may exceptionally invest.

(3) Article 25.- The investments made by funds of this type shall be subject to the regime established by the Commission through general provisions, which must consider, among others:

(3) I. The maximum percentage of the fund's net asset that may be invested in securities of the same issuer;

(3) II. The maximum percentage of Securities of the same issuer that may be acquired by an investment fund, and

(3) III. The minimum percentage of the fund's net asset that must be invested in securities and operations whose liquidity allows it to acquire the shares representing the share capital of shareholders who request it.

(4) Ninth Chapter

(4) Of capital investment funds

(3) Article 26.- Capital investment funds will operate predominantly with Investment Assets whose nature corresponds to shares or partnership interests, bonds, and debentures owed by Companies Promoted by the investment fund itself.

(3) Article 27.- The investments made by funds of this type shall be subject to the regime established by the Commission through general provisions, which must consider, among others:

(3) I. The generic characteristics of the Promoted Companies in which the net asset of investment funds may be invested;

(3) II. The maximum percentage of the net asset of investment funds that may be invested in shares or partnership interests of the same Promoted Company;

(3) III. The maximum percentage of the net asset of investment funds that may be invested in bonds and debentures issued by one or more Promoted Companies, and

(3) IV. The maximum percentage of the net asset of investment funds that may be invested in shares issued by Promoted Companies.

(3) The resources that are temporarily not invested in accordance with the preceding fractions must be destined to the establishment of money deposits, as well as to the acquisition of shares representing the share capital of variable income investment funds or in debt instruments, of securities, titles, and documents subject to investment of investment funds in debt instruments, and of other instruments that the Commission provides for this purpose through general provisions.

(3) In issuing the provisions referred to in this article, the Commission may establish the calculation bases for the aforementioned percentages and different regimes, considering investment policies, liquidity, selection, and, where applicable, diversification or specialization of assets, as well as providing for investment in other securities, rights, credit titles, documents, contracts, money deposits, and other goods subject to commerce.

(3) Article 28.- Capital investment funds will enter into a promotion contract with each of the Promoted Companies, which shall have as its object the stipulation of the conditions to which the investment will be subject and which must meet the following minimum requirements:

(3) I. The determination of the percentage of shares and, where applicable, debt instruments owed by the Promoted Company that the capital investment fund will be able to acquire, consistent with what is established in the information prospectus to the investing public.

(3) II. The motive or purpose pursued with the investment.

(3) III. The target term of the investment.

(3) IV. The possible divestment mechanisms according to the characteristics of the investment itself.

(3) V. The prohibitions that, where applicable, have been provided for in the information prospectus to the investing public, to which the Promoted Companies must adhere.

(3) VI. The conditions for the early termination or rescission of the promotion contract, and

(3) VII The form and terms in which the Promoted Companies must provide information to the capital investment fund, as well as the obligation of the said Promoted Companies to provide information that the capital investment fund itself or the Commission requests for this purpose.

(3) The aforementioned Commission may object to the terms and conditions of the promotion contracts if they do not meet the minimum requirements indicated above, as well as order that the modifications it deems pertinent be made.

(3) Additionally, the Commission may conduct inspection visits to the Promoted Companies, circumscribing the exercise of this power to what is provided for in the promotion contracts.

(3) Article 29.- Capital investment funds may maintain investments in shares or partnership interests of Promoted Companies that have ceased to have such status, due to the termination of the promotion contract by agreement of both parties or through rescission, or when they obtain the registration of their shares in the National Registry and place, with or without a public offering, such shares on a stock exchange. Such investments may in no case be increased.

(3) In the event that the circumstances indicated in the previous paragraph occur, the Promoted Company will lose such status and will not count for the purposes of the minimum number of Promoted Companies that a capital investment fund must have.

(3) The holding of shares of companies that have had the status of Promoted Companies will be subject to a term not exceeding five years, so that the capital investment fund in question deincorporates the referred investment from its assets. This circumstance must be established in the information prospectus to the investing public. Capital investment funds must stipulate in the promotion contracts, as a cause for early termination of said instrument, the circumstances referred to in the first paragraph of this article.

(4) Tenth Chapter

(8) Of hedge funds

(8) Article 30.- Hedge funds may operate with any Investment Asset, provided that they define it in their information prospectus to potential investors, implementing investment strategies that may be subject to change according to market circumstances or the needs of the fund itself, which may include within these loans, credits, or other liability-generating operations that they may obtain in accordance with what is stated in Article 15 of this Law and which, together, allow them to manage risks as a result of diversification in activities, operations, and strategies.

(9) Article 30 Bis.- As an exception to what is provided in Article 5, the shares representing the share capital of hedge funds may only be offered to qualified and institutional investors.

Additionally, this type of fund will not be obligated to establish the maximum holding limits provided for in Article 14 of this Law. Notwithstanding the foregoing, they will be obligated to implement mechanisms that allow their shareholders to have timely information regarding the percentage and value of their shareholding.

(12) Article 31.- The investments made by funds of this type shall be subject to the regime established by the Commission through general provisions and to the information prospectuses to the investing public, without prejudice to the fact that temporarily uninvested resources must be destined to the establishment of money deposits, as well as to the acquisition of shares representing the share capital of variable income investment funds or in debt instruments, and of securities, titles, and documents subject to investment of investment funds in debt instruments.

(12) Hedge funds must define their investment strategy aligning it with their investment policy. This strategy may be flexible in terms of liquidity, selection, and, where applicable, diversification or specialization of Investment Assets.

(12) The information prospectus to the investing public will include information on the criteria that the fund operating company or the investment advisor managing hedge funds has decided to apply in the valuation of Investment Assets, the possible existence of conflicts of interest when carrying out operations with related parties, as well as the minimum advance notice periods for the notification of purchases and sales of shares representing their share capital by investors.

(4) Title III

(4) Of the provision of services to investment funds

(4) First Chapter

(4) Generalities

(3) Article 32.- Investment funds, under the terms and cases indicated by this Law, for the fulfillment of their purpose, must hire the services indicated below:

(3) I. Administration of investment fund assets;

(3) II. Distribution of investment fund shares;

(3) III. Valuation of investment fund shares;

(3) IV. Rating of investment funds;

V. Provision of Investment Asset Prices;

(3) VI. Deposit and custody of Investment Assets;

(3) VII. Accounting of investment funds;

(3) VIII. Administrative services for investment funds, and

IX. Others authorized by the Commission through general provisions.

(3) Investment funds will be obligated to hire the services referred to in the preceding fraction IV, when so provided by the Commission in the general provisions referred to in Article 17 of this Law, except in the cases referred to in the last paragraph of Article 80 Bis of this regulation.

(8) Capital investment funds will not be obligated to hire the services indicated in fractions II, IV, V, and VIII of this article, but in any case must comply with the valuation provisions established in Article 44 of this Law. The Commission may exempt, through general provisions, hedge funds from hiring some of the services referred to in this provision. Capital investment funds and hedge funds will be obligated to hire independent external audit services.

(4) In the event that a fund share distribution company or entities providing such services present a buy or sell offer for the shares representing the share capital of an investment fund administered by a fund operating company, the latter may not refuse to celebrate such operations provided that such offer complies with the conditions of the information prospectus to the investing public that the investment fund itself has made public and disseminated by any means of general access and knowledge. For these purposes, the fund share distribution company or entity providing such services must comply with the adhesion contract of the operating company for the settlement of operations and the custody of the corresponding shares. Both in the adhesion contract and in the information prospectus to the investing public, unrestricted equal treatment among and for the distributors and entities in question must be provided for. Under no circumstances may discriminatory practices be established.

(4) In any case, the distribution company or entity providing these services must comply with what is established in the general provisions issued by the Commission in matters of distribution of investment fund shares, and other applicable provisions.

(3) Article 33.- To organize and function as fund operating companies, distribution companies, or valuers of investment fund shares, authorization is required that competes to be granted by the Commission, prior agreement of its Board of Directors.

By their nature, these authorizations will be non-transferable.

Only joint-stock companies organized in accordance with what is provided by the General Law of Commercial Companies in all that is not provided for in this Law will enjoy authorization.

(4) Once the Commission grants the authorization referred to in this article, it will notify it within five business days following the respective resolution, as well as its favorable opinion regarding the draft constitutive deed of the company in question, in order to carry out the acts tending towards the constitution of said company or the transformation of its organization and functioning, as appropriate. The petitioner, within a period of ninety days counted from said notification, must present to the Commission itself, for its approval, the public instrument in which the constitutive deed of the company is recorded in terms of this Law, to subsequently proceed to its registration in the Public Registry of Commerce without requiring a judicial mandate for this purpose.

The Commission may authorize the aforementioned operating, distribution, or valuation companies to carry out activities that are connected or complementary to those proper to their purpose, as well as the provision of services that assist financial intermediaries in the celebration of their operations, through general provisions.

(4) The Commission, through general provisions, will establish the minimum capital amount of the companies referred to in this article, which must be fully paid at all times. Additionally, in the aforementioned provisions, the Commission may establish different capital requirements applicable to operating companies that only carry out the activities referred to in fraction IV of Article 39 of this Law. The book capital of the companies referred to in this article may in no moment be less than the minimum paid.

(4) Likewise, the shares of the societies referred to in this article must be paid in full in cash at the time they are subscribed.

(3) Article 34.- The application for authorization to constitute investment fund operating societies, distributing societies, or share valuator societies of investment funds must be accompanied by the following:

(3) I. Draft articles of incorporation;

(3) II. General operating plan which shall include at least:

(3) a) The operations to be carried out in accordance with Articles 39, 39 Bis, 40, 40 Bis or 44 of this Law, as applicable;

(3) b) Security measures to preserve the integrity of information;

(3) c) Geographic coverage provisions indicating the regions and markets in which it is intended to operate;

(3) d) The financial feasibility study of the society, and

(3) e) The bases regarding its organization and internal control.

(3) III. Operation and functioning manual, as well as code of conduct, which includes policies for the resolution of potential conflicts of interest with respect to the investment funds they administer. The aforementioned manuals must contain the rules determined by the Commission through general provisions;

(3) IV. List and information of persons who directly or indirectly intend to hold a participation in the share capital of the society to be constituted, which shall contain, in accordance with the general provisions issued by the Commission for such effect, the following:

(3) a) The amount of share capital each of them will subscribe to and the origin of the resources they will use for such effect;

(3) b) The patrimonial situation, in the case of natural persons, or the financial statements, in the case of legal entities, in both cases for the last three years, and

(3) c) That which allows verifying that they have satisfactory honorability and credit and business history.

(3) Financial entities that, according to their regime, intend to participate as shareholders of the society to be constituted, must indicate data related to their authorization in substitution of the information requested regarding probable shareholders;

(3) V. List of probable board members, general manager, and main executives of the society, accompanied by information that certifies that such persons meet the requirements established by this Law for such positions;

(3) VI. The name of the person who will serve as the regulatory auditor (contralor normativo), as well as the procedure for the general assembly of shareholders to appoint, suspend, remove, or revoke the appointment of said regulatory auditor, and the manner in which the latter reports to the assembly regarding the exercise of its functions;

(3) VII. Proof of deposit in national currency constituted in a credit institution or government securities, at market value, in favor of the Federal Treasury, for an amount equal to ten percent of the minimum capital with which the society must operate under this Law.

(3) The principal and, if applicable, accessories of the aforementioned deposit will be returned to the applicant in the event of withdrawal, as well as in the event that the application is denied or when the investment fund operating society, distributing society, or share valuator society of investment funds begins operations under the terms provided in this Law. In the event that the authorization is revoked pursuant to Article 83, fraction VII of this Law, the deposit amount will become forfeit, and

(3) VIII. The rest of the documentation and information that the Commission requires for such effect.

(3) The Commission shall have the authority to verify that the application referred to in this article complies with what is provided in this Law; for this purpose, the Commission shall have the authority to corroborate the veracity of the information provided, and in virtue thereof, the dependencies and entities of the Federal Public Administration, as well as other federal instances, will deliver the related information. Likewise, the Commission may request foreign bodies with similar supervision or regulation functions to corroborate the information provided for such effect.

(3) When the public instrument containing the articles of incorporation of the society is not presented for approval within the ninety-day period indicated in the fourth paragraph of Article 33 of this Law; authorization to begin operations under Article 34 Bis 5 of this Law is not obtained, or the authorization to organize and operate as an investment fund operating society, distributing society, or share valuator society of investment funds is revoked under fraction VII of Article 83 of this Law, the Commission shall instruct the Federal Treasury to enforce the guarantee for the original amount of the deposit mentioned in fraction VII of this article.

(3) When dealing with variable capital societies, the mandatory minimum capital according to the Law shall be integrated by shares without right of withdrawal. The amount of variable capital shall in no case exceed that of the paid-in capital without right of withdrawal.

(4) Article 34 Bis.- The board of directors of investment fund operating societies and share valuator societies of investment funds shall be composed of a minimum of five and a maximum of fifteen board members. The board of directors of investment fund operating societies must be formed by at least forty percent independent board members, and for share valuator societies of investment funds, independent board members must represent at least twenty-five percent of the board itself. For each regular board member, a substitute may be designated, understanding that substitute board members of independent board members must have the same character.

(4) Shareholders representing at least ten percent of the paid-in ordinary capital of the society shall have the right to designate one board member, without the percentage referenced in Article 144 of the General Law of Commercial Societies being applicable. The appointment of minority board members may only be revoked when the appointment of all other board members is revoked, in which case the substituted persons cannot be appointed with such character during the twelve months immediately following the date of revocation.

(4) The members of the board of directors of the societies referred to in this article must possess technical quality, honorability, and satisfactory credit history, as well as extensive knowledge and experience in financial, legal, or administrative matters.

(4) The positions of independent board members of the societies referred to in this article must fall upon persons external to the administration of the respective entity who meet the requirements and conditions determined by the Commission, through general provisions, in which the circumstances under which a board member is considered no longer independent shall also be established, for the purposes of this article.

(4) Under no circumstances may the following be independent board members:

(4) I. Employees or executives of the society in question;

(4) II. Shareholders who, although not employees or executives of the society, have Command Power in the society;

(4) III Partners or persons who hold employment, position, or commission in societies or associations important to the society in question or to companies belonging to the same Business Group or Consortium of which this one forms part.

(4) A society or association is considered important when the income it receives for providing services to the operating society, distributing society, or valuator society, or to the same Business Group or Consortium of which it forms part, as applicable, represents more than five percent of the total income of the society or association in question;

(4) IV. Clients, suppliers, service providers, debtors, creditors, partners, board members, or employees of a society that is an important client, supplier, service provider, debtor, or creditor of the society.

(4) A client, supplier, or service provider is considered important when the services provided by the society in question or the sales made to it represent more than ten percent of the total services or sales of the client, supplier, or service provider, respectively, during the twelve months prior to the date of appointment. Likewise, a debtor or creditor is considered important when the amount of the credit is greater than fifteen percent of the assets of the operating, distributing, or valuator society, or of its counterparty;

(4) V. Employees of a foundation, association, or civil society that receives significant donations from the society in question.

(4) Significant donations are considered those that represent more than fifteen percent of the total donations received by the foundation, association, or civil society in question;

(4) VI. General managers or senior executives of a society on whose board of directors participates the general manager or a senior executive of the operating, distributing, or valuator society, as applicable;

(4) VII. General managers or employees of financial entities that belong to the same Business Group or Consortium to which the operating, distributing, or valuator society belongs, as applicable;

(4) VIII. Spouses, concubines or concubians, as well as those who have kinship by consanguinity, affinity, or civil law up to the first degree, with respect to any of the persons mentioned in fractions III to VII above, or up to the third degree, in relation to those indicated in fractions I, II, and IX of this article;

(4) IX. Directors or employees of companies in which the shareholders of the operating, distributing, or valuator society exercise Control;

(4) X. Those who have conflicts of interest or are subordinate to personal, patrimonial, or economic interests of any of the persons who maintain Control of the operating, distributing, or valuator society, or of the Consortium or Business Group to which the operating, distributing, or valuator society belongs, as applicable, or Command Power in any of these, and

(4) XI. Those who have been included in any of the previous circumstances during the year prior to the moment when their designation is intended.

(4) The members of the board of directors of the investment fund operating society, in their actions, shall be governed by the duties of diligence and loyalty referred to in Articles 30 to 37 of the Securities Market Law. The action of liability for non-compliance with such duties shall be exercised under the terms of Articles 38 to 40 of the cited Securities Market Law.

(4) Article 34 Bis 1.- The regulatory auditor (contralor normativo) of investment fund operating societies, distributing societies, or share valuator societies of investment funds, shall be responsible for:

(4) I. Establishing procedures to ensure compliance with applicable external and internal regulations, and additionally, in the case of the regulatory auditor of investment fund operating societies, to verify the adequate observance of the prospectus of information to investor public of the investment funds to which they provide services, and to address non-compliances;

(4) II. Proposing to the board of directors the establishment of measures to prevent conflicts of interest and avoid the improper use of information in accordance with the general provisions issued by the Commission for such effect;

(4) III. Receiving reports from the statutory auditor (comisario) and opinions from external auditors, for their knowledge and analysis;

(4) IV. Annually informing the board of directors about irregularities that could affect the sound development of the society, as well as regarding complaints and claims that shareholders of the investment funds to which they provide services present;

(4) V. Presenting to the board of directors an annual report containing the matters provided in the previous fraction;

(4) VI. Attending board of directors meetings with voice but without vote, and

(4) VII. Those others determined by the Commission through general provisions and those established in the articles of incorporation for the adequate performance of their responsibilities.

(4) The functions of the regulatory auditor shall be exercised without prejudice to those corresponding to the statutory auditor and the external auditor of the respective society, in accordance with applicable legislation.

(4) Article 34 Bis 2.- In addition to what is stated in Article 34 Bis 1 of this Law, the regulatory auditor of investment fund operating societies shall be in charge, with respect to the investment funds administered by the respective operating society, of monitoring the following:

(4) I. The due compliance of what is established by investment funds in their prospectuses of information to investor public;

(4) II. The existence of Investment Target Assets in which the investment fund invests, as well as verifying the proper application of shareholders' resources to the Investment Target Assets;

(4) III. That the valuation of the shares representing the social capital of the investment fund to which it provides services is carried out in accordance with the general provisions issued by the Commission;

(4) IV. That in operations relating to the Investment Target Assets of the investment funds to which it provides services, any income or yield is recognized in the accounting of said fund, in accordance with the general provisions issued by the Commission;

(8) V. That the systems and accounting of the investment fund are adequate. For the purposes of the foregoing, it must propose to the board of directors of the investment fund operating society the processes or procedures to carry out the function referred to in this fraction. What is provided in this fraction shall not be applicable regarding capital or hedge investment funds, and

(4) VI. The counting process carried out to verify that the shares of the investment fund distributed by the distributing society or entities providing such service correspond to the authorized social capital of the investment fund itself.

(4) For the exercise of these functions, operating societies must provide and grant access to all necessary information for their fulfillment.

(4) The regulatory auditor referred to in this article shall not be located in any of the lack of independence situations established for such effect by the Commission, through general provisions.

(4) Article 34 Bis 3.- The regulatory auditor of the operating society that administers the investment funds, in addition to what is provided in Articles 34 Bis 1 and 34 Bis 2 of this Law, shall be obliged to:

(4) I. Present to the board of directors, the shareholders of the investment fund in question, and to the Commission, a detailed report on the observed situation, indicating whether during the performance of their surveillance functions they find irregularities affecting the liquidity, stability, or solvency of any of the investment funds. This subject to the general provisions issued by the Commission for such effects, in which the periodicity of the report and the means for its delivery must be indicated;

(4) II. Make available to the general public the information relative to the exercise of its functions that the Commission determines, through general rules. The Commission must take into consideration the relevance of that information to transparent to the public the solvency, liquidity, and operational security of the investment funds in question;

(4) III. Preserve the documentation, information, and other elements used to perform their functions, for a period of at least five years. Likewise, they must supply the Commission with the reports and other evidence supporting the performance of their surveillance functions, and

(4) IV. If applicable, convene sessions of the board of directors of the operator providing services to the investment fund in question.

(4) Article 34 Bis 4.- The regulatory auditor, general manager, and officials occupying the position immediately below that of the general manager, in investment fund operating societies, as well as those of distributors or share valuator societies of investment funds, may in no case occupy any other employment, position, or commission in any of the aforementioned financial entities, or in controlling societies of financial groups, credit institutions, brokerage houses, insurance institutions, surety institutions, auxiliary credit organizations, exchange houses, or multiple-object financial societies. Without prejudice to the foregoing, one may serve as regulatory auditor in investment fund operating societies who is simultaneously regulatory auditor of the credit institution or brokerage house belonging to the same financial group as the operating society.

(4) Article 34 Bis 5.- The societies referred to in Article 33 of this Law, prior to the start of operations, must certify to the Commission that they meet the following requirements:

(4) I. That the society is duly constituted, providing registration data in the Public Commerce Registry;

(4) II. That they have the minimum capital corresponding to them;

(4) III. That their board members, executives, and agents authorized to conduct transactions with the public, meet the requirements established in this Law and in the general provisions issued by the Commission, and

(4) IV. That they have the infrastructure and internal controls necessary to carry out their activities and provide their services, in accordance with applicable provisions.

(4) The societies referred to in this article must notify the Commission in writing, at least thirty business days in advance, the date of the start of their operations, indicating the address of their main office.

(4) The Commission shall conduct inspection visits it deems necessary to verify compliance with the requirements referred to in this article.

(4) The Commission may deny the start of operations when compliance with what is provided in this article is not certified.

(3) Article 35.- Investment fund operating societies in the administration of the assets of the latter or for the benefit of third parties, as well as distributors and financial entities carrying out the distribution of investment fund shares, when providing advice services on securities or promotion, purchase, and sale of investment fund shares, or fiduciaries, as applicable, must use the services of natural persons authorized by the Commission, provided it is accredited that they possess technical quality, honorability, and satisfactory credit history. In all cases, the corresponding powers must be granted.

(3) Such authorization shall be granted to natural persons who demonstrate possessing technical quality, honorability, and satisfactory credit history, before some guild association recognized by the Commission as a self-regulatory body. This, in accordance with the general provisions issued by the Commission for such effect.

(3) Under no circumstances may the natural persons who obtain the authorization referred to in this article offer their services simultaneously to more than one financial entity, unless they form part of the same financial group or act as distributors of investment fund shares.

(3) Article 36.- Modifications to the articles of incorporation of the societies referred to in Article 33 of this Law must be approved by the Commission. With this approval, the modified articles of incorporation may be registered in the Public Commerce Registry.

(3) In all cases, the societies in question must provide the Commission with the notarial testimony or policy issued by a notary or public broker, in which the formalization of modifications to the articles of incorporation is recorded, and a copy of the public instrument issued by a public official, relative to the minutes of their assemblies.

(3) Article 37.- The acquisition, encumbrance in guarantee or trust of shares of investment fund operating societies, as well as of distributors and share valuator societies of investment funds, requires prior authorization from the Commission. In any case, persons intending to acquire the shares must demonstrate that they comply with what is stated in fraction IV of Article 34 of this Law.

(3) At no time may foreign governments participate directly or indirectly in the capital of the societies referred to in the preceding paragraph, except in the following cases:

(3) I. When they do so, due to temporary prudential measures such as financial support or bailouts.

(3) Investment fund operating societies, as well as distributors and share valuator societies of investment funds that fall under the provision in this fraction, must deliver to the Commission the information and documentation accrediting satisfaction of the aforementioned, within fifteen business days following the occurrence of such circumstance. The Commission shall have a period of ninety business days, counted from receipt of the corresponding information and documentation, to resolve, prior agreement of its Board of Directors, whether the participation in question falls under the exception scenario provided in this fraction.

(3) II. When the corresponding participation implies having control of the investment fund operating societies, as well as distributors and share valuator societies of investment funds, under Article 2, fraction IV of this Law, and is carried out through official legal entities, such as funds, governmental development entities, among others, with prior discretionary authorization from the Commission, with agreement of its Board of Directors, always that in its judgment such persons demonstrate that:

(3) a) They do not exercise authority functions, and

(3) b) Their decision-making bodies operate independently of the foreign government in question.

(3) III. When the corresponding participation is indirect and does not imply having control over the operating societies of investment funds, as well as over the distributors and valuation companies of investment fund shares, in terms of Article 2, fraction IV of this Law. This is without prejudice to the notices or authorization requests that must be made in accordance with what is established in this Law.

(3) The society in question must refrain from registering in its share register any acquisitions made in contravention of the provisions of this article and must inform the Commission of such circumstances within five business days following the date on which they become aware of it.

(3) When the acquisitions and other legal acts through which direct or indirect ownership of shares representing the capital of operating societies of investment funds, as well as of the distributors and valuation companies of investment fund shares, are carried out in contravention of the provisions of this article, the patrimonial and corporate rights inherent to the corresponding shares of the investment fund operating societies, as well as of the distributors and valuation companies of investment fund shares, shall be suspended and, therefore, cannot be exercised until it is accredited that the corresponding authorization or resolution has been obtained, or that the requirements contemplated by this law have been satisfied.

(3) Credit institutions, brokerage houses, auxiliary credit organizations, exchange houses, and insurance companies will require authorization from the Ministry of Finance and Public Credit or the Commission, as appropriate according to their competencies, to participate in the share capital of operating societies or distributing societies of investment fund shares. In any case, the investments they make must be charged to their capital in accordance with the provisions applicable to them.

(4) Article 37 Bis.- The Commission, prior to agreement by its Board of Directors, may authorize through general provisions operating societies, distributors, or valuation companies to participate in the share capital of companies that provide them with complementary or auxiliary services in their administration or in the realization of their corporate purpose, within the percentages and subject to the requirements established in such provisions.

(3) Article 38.- Persons who provide the services referred to in Article 32, fractions I, II, and VI of this Law, who by the activities they perform on behalf of the investment fund that hired them, must act before third parties, must at all times have the commercial mandate or commission, as the case may be, to celebrate the corresponding legal acts in the name and on behalf of the principal investment fund.

(4) Chapter Two

(4) On the administration of assets

Article 39.- Asset administration services will consist of carrying out the following activities:

(3) I. The celebration of the operations referred to in Article 15, fractions I, II, IV, and V of this Law, as administrator of the investment fund in question, in the name and on behalf of said fund, for which they must comply with the following:

(3) a) Ensure that the investment funds they administer will comply with the investment regime applicable to them, prior to ordering the celebration of the operations in question;

(3) b) Act in accordance with the interest of the investment fund;

(3) c) Refrain from intervening in operations where conflicts of interest exist, and

(3) d) Refrain from engaging in conduct contrary to sound market practices for the execution of their operations.

(3) II. The management, if applicable, of the issuance of the securities referred to in fraction VI of the aforementioned Article 15;

(4) III. The management of securities portfolios on behalf of investment funds, without under any circumstances being allowed to charge commissions or receive any consideration from anyone for the purchase of the Investment Assets, and

(4) IV. Providing administrative services to investment funds.

(3) Persons providing asset administration services must be constituted as operating societies of investment funds and must have all types of powers and obligations to administer, as if they were an attorney-in-fact with general power to perform acts of such nature, always observing the investment regime applicable to the investment fund in question, as well as its prospectus for public investors, safeguarding at all times the interests of the shareholders thereof, for which they must provide them with relevant, sufficient, and necessary information for decision-making.

(8) The operations referred to in fractions I and III of this article that operating societies celebrate in connection with the services they provide to investment funds must be carried out through the intermediation of brokerage houses or credit institutions whose regime allows them to operate with the Investment Asset in question, in accordance with applicable provisions. In cases where, due to applicable regulation, they are not susceptible to intermediation by brokerage houses or credit institutions, they may be carried out directly by operating societies. The intermediation carried out by operating societies with shares representing the share capital of investment funds may be carried out directly, as well as with those securities that the Bank of Mexico, through general provisions, allows them to operate under such terms.

(4) The Commission may authorize operating societies of investment funds to exclusively provide the services referred to in fraction IV of this article, in which case, they must include in their name the words “limited operating society of investment funds”. Under no circumstances may these societies receive resources derived from the provision of asset administration services or distribution of investment fund shares.

(4) Operating societies of investment funds may provide investment funds, jointly, the services referred to in this article and those referred to in the following Article 39 Bis.

(5) Last paragraph.- Repealed.

(4) Article 39 Bis.- Operating societies of investment funds, in addition to providing asset administration services, may carry out the following activities:

(4) I. Providing distribution services for investment fund shares.

(4) Operating societies of investment funds will be jointly liable to clients of investment fund distributing societies or entities providing such service, in the event that these distribute shares of an investment fund that are not covered by the authorized share capital of the corresponding fund, provided that the operating society in question has received full payment for the sale of such shares. In any case, the operating society will be the only one required to pay the updated valuation price of the shares.

(4) II. Providing investment fund accounting services;

(4) III. Providing asset custody services;

(4) IV. Providing investment fund share valuation services, in accordance with this legislation, prior authorization from the Commission, and subject to the general provisions issued for this effect;

(4) V. Providing securities portfolio management services on behalf of third parties;

(4) VI. Acting as trustees in accordance with this Law, and

(4) VII. Analogous, connected, or complementary services authorized by the Commission.

(4) Article 39 Bis 1.- Operating societies of investment funds, in the service referred to in fraction V of Article 39 Bis of this Law, may advise their clients on investments that, if any, are made, stipulating for this purpose the responsibilities derived from their advice, regardless of whether discretionary management is agreed upon in the contract.

(4) It will be understood that operating societies of investment funds provide advisory services when they make recommendations by any means personalized to their clients or when such entity executes operations in discretionary contracts without client participation. When operating societies of investment funds simply execute instructions transmitted by their clients, it will be understood that they do not provide advisory services. In the case of recommendations provided verbally or instructions received in that manner, operating societies of investment funds will be obligated to keep an electronic or written record, with consecutive folios, stating the date and time when they were given or received, as appropriate, as well as the necessary data to identify the securities, subject of each recommendation.

(4) An account is understood to be discretionary when the client authorizes the operating society of investment funds to act at its discretion, according to prudence dictates, caring for investments as its own, observing what is provided in Article 39 Bis 2 of this Law, as well as in the general framework of action that must contain the minimum elements determined by the Commission through general provisions.

(4) Furthermore, operating societies of investment funds may promote and market securities independent of the client's profile, when due to the characteristics of such securities they can be adapted to the needs of investors, without the need to make personalized recommendations. The Commission will indicate in general provisions the type of securities that update this assumption, attending to the type of investor.

(4) Article 39 Bis 2.- At all times, operating societies of investment funds are obligated to act in accordance with the interest of their clients, and must refrain from providing recommendations in advisory services without adjusting to this Law or general provisions derived from it, or acting with conflicts of interest.

(4) Operating societies of investment funds providing advisory services must issue recommendations and execute operations that are reasonable. For the determination of the reasonableness of recommendations or operations, there must be congruence between:

(4) I. The client's or account's profile;

(4) II. The financial product and its suitability with the client's or account's profile, and

(4) III. The policy for diversifying the investment portfolio established by the operating societies of investment funds themselves, in terms of general provisions issued by the Commission.

(4) Operations carried out without observing the congruence referred to in this article cannot originate from the advisory services of the operating society and can only be executed with the prior and written consent of the client, with such entities keeping such document as an integral part of the client's file. Operating societies of investment funds will be responsible for damages and losses caused to the client due to non-compliance with the provisions of this paragraph.

(4) Under no circumstances shall it be understood that advisory services under this article guarantee the result or success of investments or their returns.

(4) Article 39 Bis 3.- Operating societies of investment funds providing advisory services to their clients must determine the profiles of each of them or their accounts, assigning a level of risk tolerance in each case, as appropriate.

(4) The Commission, through general provisions, will determine the elements that operating societies of investment funds must take into account to establish policies and guidelines for integrating the profile of their clientele or accounts, considering at least the evaluation of the client's financial situation, knowledge, and experience, as well as investment objectives in both cases.

(4) Additionally, in the provisions referred to in this article, the Commission will establish the minimum elements that operating societies of investment funds must consider in their policies and guidelines to determine the profile of financial products, including their risk and complexity.

(4) Article 39 Bis 4.- Operating societies of investment funds must provide their clients with information regarding the financial products they offer, the activities and services they provide, as well as the commissions charged; therefore, they must have guidelines for the dissemination of such information. The Commission may issue general provisions establishing both the minimum elements for the dissemination of this information and the determination of concepts and criteria for charging commissions.

(4) Article 39 Bis 5.- Operating societies of investment funds are obligated to record or document in electronic or digital media all communications with their clients regarding advisory, promotion, purchase, and sale of securities services, fiduciary services, related to the aforementioned activities, as well as to keep such recordings or documents for a period of at least five years as an integral part of the operating society's accounting, without prejudice to what is established in Article 91 of this Law. Such information and documentation must be available to the Commission at all times, who may request its immediate delivery.

(9) Article 39 Bis 6.- Investment advisors referred to in Article 225 of the Securities Market Law who hold the authorization of Article 225 Bis of the same Law, may be the founding partner of the investment funds referred to in Article 30 of this Law and will provide them with asset administration services, as an exception to what is established in Article 39.

To the shareholders' meeting, the board of directors, and the statutory auditor of the investment advisors acting as founding partners of such funds, the functions assigned, respectively, the functions referred to in Article 10 of this Law will correspond.

The board of directors of the investment advisor referred to in this article will have delegated the powers applicable to the board of directors of operating societies of investment funds, regarding the investment funds to which they provide asset administration services.

In the provision of these services, the investment advisor may hire third parties who have the legal and technical capacity to carry out their activities.

Additionally, for the performance of the investment fund monitoring activities established for the regulatory controller, they may hire a legal entity that provides the service through

natural persons who hold the corresponding certification from the self-regulatory body and who prove to have honorability and satisfactory credit history.

(4) Chapter Three

(4) On distribution

(3) Article 40.- The distribution services for shares representing the share capital of investment funds will include promotion and advice to third parties, as well as instructing the purchase and sale of such shares on behalf and order of the investment fund that hires these services, as well as on behalf and order of the client who intends to acquire or dispose of them.

(3) The services referred to in the previous paragraph may be provided by operating societies and distributing societies of investment fund shares directly, in both cases, without the participation of other securities market intermediaries for the celebration and perfection of the operations they carry out with said character.

(3) Investment funds may not contract distribution services for their shares exclusively with one society or entity referred to in this article, always observing what is established in the penultimate paragraph of Article 32 of this Law; therefore, operating societies providing them with asset administration services may not reject purchase or sale offers for the shares of said fund, made by distributing societies or entities providing distribution services, provided they comply with the conditions of the prospectus for public investors. For these purposes, the distributing society of investment fund shares or entity providing such services must comply with the adhesion contract of the operating society for the settlement of operations and custody of the corresponding shares. Both in the adhesion contract and in the prospectus for public investors, unrestricted equal treatment among and for the distributors and entities in question must be provided. Under no circumstances may discriminatory practices be established.

(3) The Commission may authorize the creation of electronic negotiation mechanisms for investment fund shares, through which purchase and sale operations of investment fund shares are celebrated and perfected. The authorization and operation of such mechanisms must always comply with this Law and general provisions issued by the Commission.

(3) Credit institutions, brokerage houses, insurance companies, auxiliary credit organizations, credit unions, popular financial societies, cooperative savings and loan societies, regulated multiple-objective financial societies, and exchange houses may directly provide investment funds with distribution services for shares, always complying with this Law and applicable legal provisions, remaining under the supervision of the Commission in the performance of such activities.

(3) Distributing societies and financial entities providing distribution services for investment fund shares may only operate with the public regarding shares of investment funds when it concerns the purchase or sale of shares representing the share capital of investment funds, on the days provided in the prospectus for public investors at the updated valuation price, or under disordered market conditions on different days, provided this has been established in the corresponding prospectus for public investors. Distributing societies may only hold investment fund shares in their own position that they distribute, complying with the terms and conditions determined by the Commission through general provisions. Under no circumstances may distributing societies operate for their own account with the public regarding shares of investment funds of which they are holders, nor may they distribute investment fund shares at a price different from the valuation price of the day the purchase or sale operations are celebrated, attending to the settlement periods for operations established in the respective prospectuses for public investors, except as provided in the fourth paragraph of this article or what is established by Article 45 of this Law.

(3) Distributing societies of investment fund shares may enter into contracts with natural and legal entities that have natural persons to assist them in the performance of their activities, provided these prove to comply with what is established in Article 35 of this Law.

(3) Any person who participates in the distribution activities of investment fund shares is prohibited from offering the public the granting of benefits, perks, or other rights, other than those established in the public information prospectuses of the investment funds to which they provide services, related to their participation as shareholders of the investment fund in question.

(3) Investment fund share distribution companies and other entities that provide distribution services shall be jointly and severally liable with the investment fund operating company before the clients of the former, when distributing investment fund shares that are not covered by the authorized share capital of the investment fund in question, provided that the operating company in question has received full payment for the sale of such shares. In all cases, the operating company shall be the only one required to pay the updated valuation price of the shares.

(3) The provisions of the preceding paragraph shall be observed regardless of the liability that the distribution company or entity providing such services may have towards its clients.

(4) Article 40 Bis.- Companies that provide investment fund share distribution services may carry out the following activities:

(4) I. Transmit, on behalf and at the order of third parties, orders for the purchase and sale of shares representing the share capital of investment funds.

(4) The transactions entered into on behalf and at the order of their clients may be carried out under mandates or commissions that are not representative. With respect to transactions entered into on behalf and at the order of the investment fund, they must be arranged on its behalf. The aforementioned mandates do not require a public deed for their formalization;

(4) II. Request from their clients the necessary resources to carry out the purchase transactions referred to in the preceding subsection and transfer them to the corresponding operating company for the settlement of said transactions, as well as receive the resources resulting from the sale of investment fund shares and transfer them to the corresponding clients or carry out other purchase transactions of investment fund shares with them, according to the instructions received from their clients.

(4) To this effect, they must agree with their clients the possibility of issuing instructions to the corresponding financial intermediaries, so that these transmit the resources and values necessary for the settlement of the transactions, as well as receive resources to carry out the aforementioned settlement;

(4) III. Prepare account statements containing the minimum information indicated in Article 61 Bis of this Law, as well as the place or means through which information regarding the composition of total assets, percentage of shareholding, category and rating of the investment fund in which the resources are invested, and the amount and concept of each commission charged to the clientele under any title can be consulted;

(4) IV. Carry out the transactions that are their own in foreign markets, in accordance with the general provisions issued for this purpose by the Commission, prior to the agreement of its Board of Directors, and subject to the laws of the countries where such activities are carried out;

(4) V. Act as commission agents for credit institutions for the realization of the latter's transactions, and

(4) VI. Those analogous, connected or complementary that the Commission authorizes, through general provisions.

(4) The characteristics of the activities carried out by the companies referred to in this article must comply with the general provisions issued by the Commission with the purpose of

attending the adequate development of the activities of the investment fund share distribution companies and the protection of the interests of their clients.

(4) Insurance companies, credit auxiliary organizations and exchange houses, when acting as distributors, cannot directly provide their clients with administration and custody services for investment fund shares.

(4) Investment fund share distribution companies that are authorized by the Commission to carry out only the transactions referred to in subsections I and VI of this article, in no case may receive third-party resources resulting from the carrying out of purchase and sale transactions of the shares of the investment funds they distribute, so the settlement of said transactions will be carried out through the distribution company that can carry out all the transactions referred to in this article, or the financial entity that acts with such character. Without prejudice to the foregoing, said investment fund share distribution companies are obligated to prepare and deliver to their clients a report of transactions or operations.

(4) Article 40 Bis 1.- Companies and financial entities that provide investment fund share distribution services must maintain a system for the receipt, transmission and registration of purchase and sale orders of investment fund shares issued by their clients. The Commission, through general provisions, will establish the characteristics that such systems and their operation manuals must meet.

(4) Article 40 Bis 2.- Investment fund share distribution companies and other financial entities acting as such, in the provision of services, must maintain individualized records of the investment fund share positions held by their clients, separate from the positions on their own account, as well as deliver to the operating company that provides the asset administration services of the corresponding investment fund the information regarding the purchases, sales or transfers of shares representing the capital of the investment funds they distribute, the resources they receive by way of payment for the sale of said shares and, if applicable, the commissions corresponding to them, adhering to the schedules, terms and conditions for the celebration of transactions with the public provided for in the respective public information prospectuses.

(4) Article 40 Bis 3.- Investment fund share distribution companies and other companies and financial entities acting as such, providing advised or non-advised services on investment fund shares, must comply with what is provided in Articles 39 Bis 1 to 39 Bis 5 of this Law. This without prejudice to observing what is provided in Article 61 Bis of this Law.

(4) Article 40 Bis 4.- Investment fund share distribution companies and other financial entities acting as such, when for any circumstance they cannot apply their clients' resources to the corresponding purpose on the day of receipt, they must, if the impediment to apply them persists, deposit them in a credit institution no later than the next business day or acquire shares representing the share capital of an investment fund in debt instruments, depositing them in the respective client's account, or invest them in short-term repurchase agreements on government securities. In both cases, the resources will be registered in an account distinct from those that form part of the assets of the distribution company or financial entity acting as such.

(3) Article 41.- Shareholders of investment funds must designate beneficiaries before the investment fund operating company or before the distribution company or the entity that provides investment fund share distribution services, and may at any time replace them, as well as modify, if applicable, the proportion corresponding to each of them.

(3) In the event of the death of the holder, the investment fund share distribution company or the entity that provides that service must deliver the amount of the shares that were held in each investment fund to those whom the holder himself had expressly and in writing designated as beneficiaries, in the proportion stipulated for each of them.

(3) The beneficiary will have the right to choose between the delivery of the shares of the corresponding investment fund or the amount of their repurchase.

(3) If there are no beneficiaries, the amount must be delivered in the terms provided for in common legislation.

(3) Article 42.- Investment fund share distribution companies, when concluding transactions with the public, must use documentation containing information related to their legal personality and the capacity in which they appear in such acts, highlighting the name of the investment fund on whose behalf they act.

(3) Article 43.- The Commission, through general provisions, may establish additional capital requirements to those provided for in the last paragraph of Article 34 of this Law, applicable to investment fund share distribution companies that manage third-party resources, resulting from the carrying out of purchase and sale transactions of said shares.

(4) Chapter Fourth

(4) On Valuation

(3) Article 44.- The valuation service of shares representing the share capital of investment funds will be provided by investment fund share valuation companies. The result of the valuation will determine the valuation price of the different series or classes of shares.

(8) With respect to capital and hedge investment funds, the price of the shares representing their share capital may be determined by valuation companies or by valuation committees designated by them. The Commission will establish through general provisions the periodicity with which the valuation of the shares representing the share capital of these investment funds must be carried out.

(3) Investment fund share valuation companies may keep the accounting of the investment funds to which they provide their services, being obliged to corroborate the records they make with the information that supports each of the movements made.

(3) To determine the price of the shares of investment funds, valuation companies will use updated valuation prices of the securities, documents and financial instruments that are part of the assets of the investment funds, which are provided to them by the price provider of said companies, or the prices that are obtained through the valuation method authorized by the Commission with respect to assets that by their very nature cannot be valued by said providers.

(3) Investment funds must establish the necessary mechanisms so that investment fund share valuation companies can directly access information on the composition of their investment portfolio, as well as the number of shares in circulation and the pending transactions to be settled by the corresponding fund. Likewise, investment fund share valuation companies must corroborate daily that the balances and movements made in the accounting are consistent with those reflected in the account statements in question.

(3) The valuation of the investments that capital investment funds hold in Promoted Companies will comply with the guidelines established for such effect by the Commission, through general provisions.

(3) Valuation companies, in the provision of their services, will comply with the general provisions issued by the Commission.

(3) Article 45.- The updated valuation prices of the shares of investment funds will be made known to the public through widely circulated printed or electronic media, but in any case, those responsible for providing this service will provide said prices to the Commission and to the persons referred to in Article 32, subsections I, II and VII of this Law, subject to the general provisions issued for this purpose by the Commission. Likewise, said Commission, in protection of the interests of the public, will establish through general provisions the procedures so that investment funds can apply differentials to the updated valuation price of the different series of shares they issue, for the carrying out of purchase and sale transactions on their own shares.

(8) What is stated in this article will not be applicable to capital and hedge investment funds when so determined by the Commission, through general provisions.

(3) Article 46.- In open investment funds, the allocation of net profits or losses among shareholders will be determined with the same periodicity with which their shares are valued without the need to hold a shareholders' meeting, by determining the price per share that the valuation company providing the service to them makes known.

(3) Article 47.- Investment fund share valuation companies must have available to the Commission the reports regarding the valuation of the shares representing the share capital of investment funds.

(4) Chapter Fifth

(4) On Rating

(3) Article 48.- The rating services of investment funds will be granted by securities rating institutions, which in the carrying out of their activities must comply with the legal and administrative provisions applicable to them.

(4) Chapter Sixth

(4) On Price Provision

(3) Article 49.- The price provision service will be carried out by authorized price providers in accordance with the Securities Market Law.

(3) Article 50.- The price provider must resolve the objections raised by the investment fund users of its services regarding the updated prices for valuation, on the same day of its delivery, when in its judgment there are elements that allow supposing an incorrect application of the methodology or valuation models used for the calculation and determination of said prices or if they do not adequately represent market levels, informing the Commission thereof with the same opportunity.

(3) When any updated valuation price is modified, the price provider will communicate the corresponding modification to all investment fund users of its services and to the aforementioned Commission, on the same date on which it resolves its validity.

(4) Chapter Seventh

(4) On Deposit and Custody

(3) Article 51.- The deposit services of the securities registered in the National Registry that make up the assets of investment funds will be provided by securities deposit institutions or, if applicable, by the entities determined by the Commission in accordance with Article 16 of this Law.

(3) Securities other than those indicated in the preceding paragraph that are part of the assets of investment funds must be deposited, at all times, in securities deposit institutions or in national or foreign financial entities that provide deposit services in accordance with the legislation applicable to them. Investment funds, in the terms indicated by the Commission through general provisions, must demonstrate compliance with what is stated in this paragraph and reveal to the investing public the identity of the securities deposit institutions or financial entities in which they have deposited the assets referred to in this paragraph, as well as the mechanisms implemented to ensure the existence of the values deposited in foreign securities deposit institutions or foreign financial entities.

(3) The deposit service referred to in this article will be constituted by the delivery of the values to the securities deposit institution, who will be responsible for the safekeeping and proper conservation of the values. When the deposit of securities is made in administration, it will be understood that the securities deposit institution provides the administration and custody services of securities.

(3) The administration and custody services of securities oblige the provider of the services to timely enforce the patrimonial rights derived from the securities subject to their services, as well as to carry out whatever acts are necessary so that the deposited effects conserve the value and the rights that correspond to them according to the laws.

(3) Investment funds must contract the administration and custody services of securities with national or foreign financial entities that provide these services in accordance with the legislation applicable to them, for which they must demonstrate compliance with what is stated in this article and reveal to the investing public the identity of the financial entities that provide them with the administration and custody services of securities, in the terms indicated by the Commission through general provisions.

(3) Credit institutions, brokerage houses and investment fund share distribution companies may provide investment fund operating companies with administration and custody services with respect to the values they hold within their own assets.

(3) The financial entities referred to in the preceding paragraph must keep a register of the shareholders of said investment funds, which must contain:

(3) I. The name, nationality and domicile of the shareholder, and the indication of the shares belonging to him, expressing the numbers, series, classes and other particulars, and

(3) II. The transfers of shares that are carried out. Investment funds will consider as owner of the shares whoever appears registered as such in the register referred to in this article. To this effect, the aforementioned financial entities must register in said register, at the request of any holder, the transfers that are made.

(4) Chapter Eighth

(4) On Administrative Services

(4) Article 51 Bis.- Administrative services consist of carrying out the following activities on behalf of investment funds:

(4) I. Control, monitoring and treasury operation;

(4) II. Sending of account statements referred to in this Law;

(4) III. Development and implementation of operational or technological processes for the transmission, storage, processing, safeguarding and custody of information, as well as the administration of databases of the investment funds themselves or third parties;

(4) IV. Generation and distribution of reports that must be delivered in accordance with applicable provisions;

(4) V. Comprehensive risk management;

(4) VI. Preparation, distribution and publication of statistical and analytical information of investment funds or third parties, and

(4) VII. Provision of information related to Investment Object Assets, with the exception of information related to their updated valuation prices.

(4) Chapter Nine
(4) On Trust Services
(4) Article 51 Bis 1.- Investment fund operating companies may act as trustees exclusively in trusts that meet the following characteristics:
(4) I. The purpose of the trust is business directly linked to their own activities; (4) II. They are administration or guarantee trusts; (4) III. Resources are received exclusively from fully identified persons at the time the transaction is executed and are destined to acquire or administer assets, rights, cash, or securities authorized for the investment funds they administer; the adherence of third parties is not permitted once constituted, nor is the issuance of securities against the trust's equity for placement among the public, except in the case of investment trusts referred to in Article 51 Bis 8 of this Law, and (4) IV. The trust equity is composed solely of assets, rights, cash, or securities authorized for the investment funds they administer. (4) In the execution of financial transactions known as derivatives intended to be celebrated through trusts, investment fund operating companies must comply with the general provisions issued by the Commission prior to the opinion of the Bank of Mexico, as established in the third paragraph of Article 15 of this Law. (4) Additionally, investment fund operating companies acting as trustees under this Law must comply with the general provisions issued by the Bank of Mexico for this purpose. (4) Article 51 Bis 2.- In the trusts referred to in Article 51 Bis 1 of this Law, assets, rights, or securities different from those previously indicated in such articles may be affected, exclusively in cases where the Ministry of Finance and Public Credit authorizes it through general provisions. (4) Article 51 Bis 3.- Investment fund operating companies acting as trustees must, prior to carrying out trust activities, establish necessary measures to prevent conflicts of interest that may arise in the provision of trust services and those provided to their clients, as well as to avoid practices that affect sound operations or go against the interests of the persons to whom they provide services. (4) Likewise, operating companies in their capacity as trustees must comply, where applicable, with the provisions of the General Law of Credit Instruments and Credit Transactions, and will carry out their duties and exercise their powers through trust delegates. The aforementioned trust delegates must meet the requirements of technical quality, honorability, and satisfactory credit history, as established in Article 35 of this Law. (4) Article 51 Bis 4.- Investment fund operating companies in trust operations in which they act as trustees will open special accounts for each contract, registering in them and in their own accounting the money and other assets, securities, or rights entrusted to them, as well as increases or decreases due to respective income or expenses. (4) The balances of the controlled accounts of the investment fund operating company's accounting must invariably coincide with those of the special accounts. (4) Under no circumstances are these assets subject to other liabilities than those derived
from the trust or those that correspond to third parties according to the Law.

(4) Article 51 Bis 5.- Investment fund operating companies acting as trust institutions will be civilly liable for damages and losses caused by the failure to comply with the conditions or terms indicated in the trust.
(4) In the constitutive act of the trust or its reforms, the formation of a technical committee, the rules for its operation, and the powers of the trustee may be provided for. When investment fund operating companies act in accordance with the opinions or agreements of this committee, they will be free from all liability, provided that in the execution or compliance with such opinions or agreements, the purposes established in the trust contract are met and they comply with applicable legal provisions. (4) The personnel that investment fund operating companies use directly or exclusively for the realization of trusts may not be part of their staff, in which case the service will be considered part of the trust equity. However, the rights that accrue to these persons according to the law will be exercised against the aforementioned companies, which, if necessary, to comply with resolutions issued by the competent authority, will affect, to the extent necessary, the assets, rights, cash, or securities subject to the trust. (4) In the absence of a procedure expressly agreed upon by the parties in the constitutive act of trusts intended to guarantee the fulfillment of obligations, the procedures established in Title Third Bis of Book Five of the Commercial Code will apply, at the request of the trustee. (4) Article 51 Bis 6.- Investment fund operating companies acting in the capacity of trustees are prohibited from:
(4) I. Using the assets, rights, cash, or securities affected in the trust, when they have discretionary authority in the management of such assets, to carry out transactions under which they become or may become debtors or beneficiaries:
(4) a) Members of the board of directors, the general manager or executives at the level immediately below this, or their equivalents, as well as the regulatory controller or external auditors of the operating company; (4) b) Trust delegates or members of the technical committee of the respective trust, if it has a technical committee; (4) c) Ascendants or descendants in the first degree or the spouse, concubine, or concubine of the persons cited in subsections a) and b) above, and (4) d) Companies in whose capital the persons referred to in subsections a) to c) above have a majority, or the operating company itself. (4) II. Celebrate transactions on their own account. The foregoing, except in the case of those authorized by the Bank of Mexico through general provisions or those provided for in Article 40 of this Law, when they do not imply a conflict of interest; (4) III. Respond to the settlors or beneficiaries for the default of debtors for the assets, rights, or securities acquired, unless it is due to their fault as provided in the final part of Article 391 of the General Law of Credit Instruments and Credit Transactions, or guarantee the perception of returns on the resources whose investment is entrusted to them. (4) If at the end of the trust, the assets, rights, or securities have not been paid by the debtors, the trustee must transfer them, along with the cash, assets, and other rights or securities constituting the trust equity, to the settlor or beneficiary, as applicable, refraining from covering their value. (4) Trust contracts will prominently insert what is provided in this subsection and a declaration by the trustee stating that it has unequivocally informed the content to the persons from whom it received the assets for trust allocation;

(4) IV. Act as trustees in trusts through which resources are captured, directly or indirectly, from the public through any act causing direct or contingent liability; (4) V. Act in trusts through which limitations or prohibitions contained in financial laws are evaded; (4) VI. Act as trustees in the trusts referred to in the second paragraph of Article 88 of this Law, and (4) VII. Celebrate trusts in which sums of money contributed periodically by groups of consumers integrated through marketing systems are administered, intended for the acquisition of specific goods or services, including those provided for in the Federal Consumer Protection Law. (4) Any agreement that contravenes the provisions of this article will be null and void. (4) Article 51 Bis 7.- Investment fund operating companies acting as trustees, when required, will be subject to removal as trustees if they do not render accounts of their management within a period of fifteen business days, or if they are declared by a final judgment, guilty of the losses or depreciation suffered by the assets given in trust or responsible for those losses or depreciation due to gross negligence. (4) Actions to request accounts, to demand the liability of the aforementioned investment fund operating companies, as well as to request removal, will belong to the beneficiary or their legal representatives, and in the absence of these, to the public ministry, without prejudice to the settlor reserving in the constitutive act of the trust or in its modifications, the right to exercise this action. (4) In the event of resignation or removal, the provisions of Article 385 of the General Law of Credit Instruments and Credit Transactions will apply. (4) Article 51 Bis 8.- Investment fund operating companies may act as trustees in investment trusts, which have as their object to issue the following securities: fiduciary development certificates, real estate certificates, indexed certificates, or any of those referred to in subsection II of Article 62 of the Securities Market Law, complying for such purposes with what is provided in said legal instrument. (4) In the trusts referred to in the previous paragraph, the adherence of third parties may or may not be admitted after their constitution. (4) Investment fund operating companies acting as trustees for the issuance of indexed fiduciary certificates that seek to explicitly obtain returns higher than those of the index, financial asset, or reference parameter, under no circumstances may additionally be responsible for administering the equity of the trust issuing such certificates under the Securities Market Law, and must hire another investment fund operating company for such purposes. Investment fund operating companies hired to administer the equity of trusts in the aforementioned indexed fiduciary certificate issuances must adjust their activities to Article 39, subsection I, subsections a) to d) of this Law. (4) Title IV (4) Final Provisions (4)
Chapter One (4) General Provisions (3) Article 52.- Under no circumstances may persons providing rating, valuation, and price supply services acquire shares of the investment funds that hire them.

(8) Article 53.- Investment fund operating companies, investment fund share distribution companies, entities providing investment fund share distribution services, investment fund share valuers, and investment advisors holding the authorization referred to in Article 225 Bis of the Securities Market Law will be liable for damages and losses caused to the investment fund that hires them, when such damages and losses are the product of intentional or fraudulent conduct, or inexcusable negligence. (3) The liability action referred to in this article may be exercised by:
(3) I. The affected investment fund, or
(3) II. The shareholders of the affected investment fund, who individually or collectively represent 0.5 percent of the circulating social capital or maintain invested in the investment fund the equivalent in national currency to 100,000 investment units, whichever is greater, on the date the action is intended to be exercised.
(3) Article 54.- Disputes that may arise between the investment fund and its shareholders, as well as between the latter and the persons providing them with the services referred to in Article 32, subsections I, II, and VI of this Law, will be subject to what is provided in the Law for the Protection and Defense of Financial Services Users.
(3) Article 55.- Investment funds and persons providing them with the services referred to in Article 32 of this Law, under no circumstances may give news or information about the operations or services they carry out or in which they intervene, except to the holder or beneficiary of the shares representing the social capital of the investment fund in question, their legal representatives, or those who have been granted power to dispose of such shares. (3) As an exception to the provisions of the previous paragraph, investment funds and persons providing services in terms of what is provided in Article 32 of this Law are obligated to provide the news or information referred to in said paragraph, when requested by the judicial authority by virtue of a ruling issued in a lawsuit in which the holder or, as applicable, the principal, broker, principal, or agent is a party or accused. For the purposes of this paragraph, the judicial authority may formulate its request directly to the investment fund and persons providing them with the services referred to in Article 32 of this Law, or through the Commission. (3) Investment funds and persons providing them with the services referred to in Article 32 of this Law are also exempt from the prohibition provided in the first paragraph of this article and, therefore, obligated to provide the mentioned news or information, in cases where requested by the following authorities:
(7)
I. The Attorney General of the Republic or the public official in whom they delegate;
(3) II. The General Attorneys of Justice of the States of the Federation and of the Federal District or subprocurators, in matters related to the verification of any crime; (3) III. The General Attorney of Military Justice, in matters related to the verification of any crime; (3) IV. Federal tax authorities, for fiscal purposes; (3) V. The Ministry of Finance and Public Credit, for the purposes of what is provided in Article 91 of this Law; (3) VI. The Federal Treasurer, when the act of supervision so warrants, to request account statements and any other information related to the personal accounts of public servants, auxiliaries, and, as applicable, private individuals related to the investigation in question; (3) VII. The Supreme Audit Office of the Federation, in the exercise of its powers of review and audit of the Federal Public Account and regarding accounts or contracts through which federal public resources are administered or exercised;

(3) VIII. The head and subsecretaries of the Ministry of Public Function, in the exercise of their powers of investigation or audit to verify the evolution of the wealth of federal public servants.
(3) The request for information and documentation referred to in the previous paragraph must be formulated in all cases, within the verification procedure referred to in Articles 41 and 42 of the Federal Law of Administrative Responsibilities of Public Servants; (3) IX. The Unit for the Audit of Political Party Resources, a technical body of the General Council of the Federal Electoral Institute, for the exercise of its legal powers, as established in the Federal Code of Institutions and Electoral Procedures. Electoral authorities of the federative entities will request and obtain the information that proves necessary also for the exercise of their legal powers through the unit mentioned first, and (3) X. The Center for Investigation and National Security, for the exercise of its legal powers, as established in the National Security Law. (3) The authorities mentioned in the subsections above will request the news or information referred to in this article in the exercise of their powers and in accordance with the applicable legal provisions. (3) The requests referred to in the third paragraph of this article must be formulated with due foundation and motivation, through the Commission. The public servants and institutions indicated in subsections I, VII, and the audit unit referred to in subsection IX may opt to request the judicial authority to issue the corresponding order, in order for the investment fund or persons providing them with the services referred to in Article 32 of this Law, to deliver the required information, provided that such servants or authorities specify the name of the entity, the account number, the name of the holder or user, and other data and elements that allow their full identification, according to the operation in question. (3) Employees and officials of investment funds and persons providing them with the services referred to in Article 32 of this Law will be responsible, in terms of applicable provisions, for the violation of the secrecy established, and the companies and persons indicated will be obligated, in the event of improper revelation of the secret, to repair the damages and losses caused. (3) The foregoing does not affect in any way the obligation that investment funds and persons providing the services referred to in Article 32 of this Law have to provide the Commission with all kinds of information and documents that, in the exercise of their inspection and supervision functions, they request in relation to the transactions they celebrate and the services they provide, nor the obligation to provide the information requested by the Bank of Mexico, the Commission for the Protection and Defense of Financial Services Users, and the Ministry of Finance and Public Credit, in terms of applicable legal provisions. (3) The documents and data provided by investment funds and persons providing services in terms of what is provided in Article 32 of this Law, as a consequence of the exceptions to the first
paragraph of this article, may only be used in the proceedings corresponding in terms of law, and regarding them, the strictest confidentiality must be observed, even if the public servant in question leaves office. The public servant who improperly breaks the confidentiality of the proceedings, provides a copy of them or of the documents related to them, or reveals information contained therein in any other way, will be subject to the corresponding administrative, civil, or criminal responsibilities. (3) Investment funds and persons providing them with the services referred to in Article 32 of this Law must respond to the requests formulated by the Commission by virtue of the petitions of the authorities indicated in this article, within the time limits determined by the Commission itself. The Commission itself may sanction investment funds and persons when they do not comply with the time limits and conditions established, in accordance with what is provided in Articles 84 to 86 of this Law.

(3) The Commission will issue general provisions establishing the requirements that information requests or demands made by the authorities referred to in fractions I to X of this article must meet, in order for investment funds and persons providing services as provided in article 32 of this Law, to whom information is requested, to be able to identify, locate, and provide the news or information requested.

(4) Article 55 Bis.- In order to preserve financial stability, avoid interruptions or alterations in the functioning of the financial system, as well as to facilitate the proper fulfillment of their functions, the Ministry of Finance and Public Credit, the Commission, and the Bank of Mexico must, at the request of an interested party and in accordance with the agreements referred to in the last paragraph of this article, exchange among themselves the information they hold having obtained it:

(4) I. In the exercise of their powers;

(4) II. As a result of their action in coordination with other entities, persons, or authorities, or

(4) III. Directly from other authorities.

(4) The restriction regarding reserved or confidential information under applicable legal provisions shall not be opposable to the power mentioned in the preceding paragraph. Whoever receives the information referred to in this article shall be administratively and criminally liable, under applicable legislation, for the dissemination to third parties of confidential or reserved information.

(4) For the purposes of the provisions of this article, the authorities indicated therein must enter into information exchange agreements in which they specify the information subject to exchange and determine the terms and conditions to which they must adhere. Likewise, these agreements must define the degree of confidentiality or reservation of the information, as well as the respective control instances to which cases will be reported where the delivery of information is denied or made outside the established deadlines.

(4) Article 55 Bis 1.- The Ministry of Finance and Public Credit, the Commission, and the Bank of Mexico, within their respective areas of competence, are authorized to provide foreign financial authorities with all kinds of information they deem appropriate to address the requests made by them, within their area of competence, such as documents, certificates, records, declarations, and other evidence that such authorities hold having obtained it in the exercise of their powers.

(4) For the purposes of the provisions in the preceding paragraph, the authorities must have signed an information exchange agreement with the foreign financial authorities in question, which contemplates the principle of reciprocity.

(4) The National Banking and Securities Commission is authorized to deliver to foreign financial authorities information protected by confidentiality provisions that it holds having obtained it in the exercise of its powers, acting in coordination with other entities, persons, or authorities, or directly from other authorities.

(4) The Bank of Mexico is authorized to deliver to foreign financial authorities information protected by confidentiality provisions that it holds having obtained it directly in the exercise of its powers. Likewise, the Bank of Mexico is authorized to deliver to foreign financial authorities information protected or not by confidentiality provisions that it obtains from other authorities in the country, only in cases where it is expressly authorized in the information exchange agreement, by virtue of which it received said information.

(4) In all cases, the Commission and the Bank of Mexico may abstain from providing the information referred to in the two preceding paragraphs, when the use intended for it is different from that for which it was requested, is contrary to public order, national security, or the terms agreed upon in the respective information exchange agreement.

(4) The Ministry of Finance and Public Credit, the Commission, and the Bank of Mexico must establish coordination mechanisms for the purposes of delivering the information referred to in this article to foreign financial authorities.

(4) The delivery of information carried out under the terms of this article will not imply any transgression of the obligations of reserve, confidentiality, secrecy, or analogous ones that must be observed in accordance with applicable legal provisions.

(4) Article 55 Bis 2.- The Commission, at the request of the authorities cited in the preceding article 55 Bis 1 and, based on the principle of reciprocity, may conduct inspection visits to subsidiaries. At its discretion, the visits may be made through its channel or, in cooperation with the foreign financial authority in question, it may allow the latter to conduct them.

(4) The request referred to in the preceding paragraph must be made in writing, at least thirty natural days in advance, and must be accompanied by the following:

(4) I. Description of the object of the visit, and

(4) II. Applicable legal provisions regarding the object of the request.

(4) The Commission may request foreign financial authorities to conduct visits under the terms of this article to provide a report on the results obtained.

Article 56.- The services referred to in article 32 of this Law may be provided by one or more persons, provided that, in accordance with what is established therein, they are able to provide them.

(3) The services referred to in the aforementioned article 32 may be subcontracted, exclusively with persons who have the legal capacity to provide them, in which case the Commission must be notified of such circumstance. The services referred to in fractions III to V of article 32 of this Law cannot be subject to subcontracting.

(3) The subcontracting referred to in this article will not exempt the contracting society, nor its directors, employees, and other persons holding an employment, position, or commission in the contracting society, from the obligation to observe what is established in this legal instrument and in the general provisions emanating from it. Likewise, the subcontracted society will be jointly liable for the responsibility attributable to the contracting society, before the investment fund and its shareholders.

(4) Article 56 Bis.- Investment fund operating societies may agree with other operating societies and foreign financial entities of the same type, on commissions to perform the services of administration of the assets of the investment funds, in accordance with the general provisions issued by the Commission, prior to agreement of its Board of Directors.

(4) The operations carried out by the commissionaires must be carried out in the name and on behalf of the investment fund operating societies with which they enter into the legal acts mentioned in the first paragraph of this article. Likewise, the legal instruments documenting the commissions must provide that the investment fund operating societies will be liable for the operations that the commissionaires enter into on behalf of said investment fund operating societies, even when these are carried out under terms different from those provided in such legal instruments. The general provisions referred to in the first paragraph of this article must contain, among others, the following elements:

(4) I. The technical and operational guidelines that must be observed for the carrying out of such operations and provide that in the celebration of said operations the applicable provisions are complied with;

(4) II. The characteristics of the investment fund operating societies that may be contracted by the investment fund operating societies as third parties under the terms of this article;

(4) III. The requirements regarding the operational and control processes that the investment fund operating societies must demand from the contracted third parties;

(4) IV. The service provision or commission contracts entered into under the terms of this article that the Commission determines must be delivered by the investment fund operating societies, as well as the form, conditions, and deadlines for such delivery;

(4) V. The limits applicable to the operations that may be carried out through third parties on behalf of the investment fund operating society itself;

(4) VI. The policies and procedures that the investment fund operating societies must have to monitor the performance of the contracted third parties, as well as the compliance of their contractual obligations, among which must be provided the obligation of said third parties to provide to the Commission, and to the external auditors of the investment fund operating societies, at the request of these, the records, information, and technical support related to the services provided to the investment fund operating society, and

(4) VII. The prohibition to agree that the third party provides its services to the investment fund operating society exclusively.

(4) The provisions of article 55 of this Law shall also apply to the third parties referred to in this article, as well as the representatives, directors, and employees of said third parties, even if they cease to work or provide their services to such third parties.

(4) The Commission, prior to the right to be heard granted to the investment fund operating society, may order the partial or total, temporary or definitive, suspension of the provision of services or commissions through the investment fund operating society when the provisions mentioned in this article are not complied with, or if the operational continuity of the investment fund operating society may be affected or in protection of the interests of the investing public. The foregoing, unless the Commission itself approves a regularization program that meets the requirements established in the general provisions referred to.

(4) Article 56 Bis 1.- The contracting of the services or commissions referred to in article 56 Bis of this Law will not exempt the investment fund operating societies, nor their directors, officials, employees, attorneys, and other persons holding an employment, position, or commission in the investment fund operating society, from the obligation to observe what is established in this legal instrument and in the general provisions emanating from it.

Article 57.- The Commission may authorize that a person may provide one or more of the services indicated in the previous article, provided that they are compatible with each other. The services referred to in fractions IV and V of article 32 of this Law will not be compatible with any other service.

(3) Article 58.- The Commission, through general provisions, will determine the characteristics of the operations carried out by investment funds, as well as those carried out by investment fund operating societies and fund share distributors, with the investing public.

(3) Article 59.- The commissions and remunerations that investment funds or their shareholders will pay to the persons providing the services referred to in this chapter, as well as those that the aforementioned service providers must pay each other, must be subject to the general provisions issued for this purpose by the Commission, attending to criteria of equity and transparency, among others.

(8) Article 60.- Investment fund operating societies, fund share distributing societies, and entities providing the service of distributing fund shares, when entering into operations with the investing public, may agree on the use of automated or telecommunications equipment and systems, provided that the following is established in the respective contracts:

I. The bases for determining the operations and services whose provision is agreed upon;

II. The means of user identification and the responsibilities corresponding to their use, and

III. The means by which the creation, transmission, modification, or extinction of rights and obligations inherent to the operations and services in question are recorded.

The use of the identification means established in accordance with the provisions of this article, in substitution of the autograph signature, will produce the same effects that the laws grant to the corresponding documents and, consequently, will have the same probative value.

The installation and use of automated or telecommunications equipment and systems, destined for the celebration and specialized provision of direct services to the public, will be subject to the general provisions that, if applicable, the Commission issues.

(3) Article 61.- The appointments of board members, internal auditor, general director, and executives holding positions with hierarchy immediately inferior to the latter, of the investment fund operators, distributors, and valuators of shares, must fall upon persons who demonstrate technical quality, honorability, and satisfactory credit history, as well as extensive knowledge and experience in financial, legal, or administrative matters.

Board members are obliged to expressly abstain from participating in the deliberation and voting of any matter that implies a conflict of interest for them. Likewise, they must maintain absolute confidentiality regarding all those acts, facts, or events that have not been made public knowledge, as well as any deliberation carried out in the board, without prejudice to the obligation that the aforementioned societies will have to provide all information requested under this Law.

Persons who are appointed as board members, internal auditor, general director, and executives holding the hierarchy immediately inferior to the latter, must demonstrate to the society in question, prior to the start of their management, compliance with the requirements indicated in the first and second paragraphs of this article. The Commission may establish, through general provisions, criteria, by which the files demonstrating compliance with what is stated in this article must be integrated.

In all cases, the persons referred to in the preceding paragraph must declare:

(3) I. That they are not in any of the situations referred to in article 34 Bis 4 of this Law, regarding the internal auditor, general director, and officials holding the position immediately inferior to the general director in investment fund operating societies, distributing societies, or valuators, and

II. That they are up to date in the fulfillment of their credit obligations of any kind.

The societies referred to in this article must inform the Commission of the appointments of board members, internal auditor, general director, and executives at the level immediately inferior to the latter, within five business days following their appointment, expressly manifesting that they comply with the applicable requirements.

(4) The Commission may determine, through general provisions, the persons who, in accordance with their functions, must demonstrate their technical quality, honorability, and satisfactory credit history before a professional association recognized by the Commission as a self-regulatory body under the terms of the Securities Market Law.

(4) Article 61 Bis.- The account statements sent by the societies or entities providing the services of distributing fund shares to their clients must contain the following:

(4) I. The position of the shares of which they are the holder, valued on the last day of the cut-off of the corresponding period and that of the previous period cut-off;

(4) II. The movements of the corresponding period;

(4) III. If applicable, notices regarding modifications to the information prospectuses for the investing public, indicating the place or means through which shareholders can access their consultation;

(4) IV. The deadline for formulating observations on the information indicated in the preceding fractions I to III;

(4) V. If applicable, information regarding the contracting of loans or credits by the investment fund, operations with financial derivative instruments, or regarding the issuance of debt-representative securities;

(4) VI. The result of the calculation of the yield of the investment portfolios of its clients. Such calculations will be carried out in accordance with the general provisions established by the Commission, and

(4) VII. The other information established by the Commission through general provisions.

(4) When the requirements for sending the account statement containing, among other things, the information referred to in this article are met, or when the instructions given by the client in question are fulfilled, the records appearing in them, as well as in the accounting of the investment fund, will be presumed true, unless proven otherwise, in the respective trial, without prejudice to the exercise of actions that for other concepts or grievances belong to the shareholder.

(4) Chapter Second

(4) Of the Subsidiaries of Foreign Financial Institutions

Article 62.- For the purposes of this Law, it will be understood by:

(3) I. Subsidiary: The Mexican society authorized to organize and function, in accordance with this Law, as an investment fund operating society or distributor of investment fund shares, in whose capital a Foreign Financial Institution or a Holding Subsidiary Society participates, under the terms of this chapter;

II. Foreign Financial Institution: The financial entity constituted in a country with which Mexico has celebrated a treaty or international agreement by virtue of which the establishment in national territory of Subsidiaries is allowed; and

III. Holding Subsidiary Society: The Mexican society authorized to constitute and operate as a holding society under the terms of the Law to Regulate Financial Groups, in whose capital a Foreign Financial Institution participates.

(3) Article 63.- The Subsidiaries will be governed by what is provided in the corresponding treaties or international agreements, this chapter, the provisions contained in this Law applicable to investment fund operating societies or fund share distributors, as applicable, and the rules for the establishment of Subsidiaries issued for this purpose by the Ministry of Finance and Public Credit, hearing the opinion of the Commission.

The Ministry of Finance and Public Credit is authorized to interpret for administrative purposes the provisions on financial services included in the treaties or international agreements referred to in the preceding paragraph, as well as to ensure their observance.

Article 64.- To organize and function as a Subsidiary, authorization from the Federal Government is required, which competes to be granted by the Commission. By their nature, these authorizations will be non-transferable.

Article 65.- The financial authorities, within the scope of their respective competencies, will guarantee the fulfillment of national treatment commitments that Mexico may assume, under the terms established in the applicable treaty or international agreement.

(3) Subsidiaries may carry out the same operations as investment fund operating companies or fund share distribution companies, as applicable, unless the applicable treaty or international agreement establishes any restriction.

(3) Article 66.- To acquire a majority participation in the share capital of a Subsidiary, when this has the status of an investment fund operating company or a fund share distribution company, the Foreign Financial Institution must carry out, in the country where it is incorporated, directly or indirectly, in accordance with the applicable legislation, the same type of operations that the Subsidiary in question is authorized to carry out in Mexico, in accordance with what is established by this Law and the rules referred to in the first paragraph of Article 63.

Article 67.- The application for authorization to organize and function as a Subsidiary must meet the requirements established in this Law and in the rules to which the first paragraph of Article 63 refers.

(3) Article 68.- A Foreign Financial Institution, directly or indirectly, or a Parent Subsidiary Company must at all times own shares representing at least fifty-one percent (51%) of the share capital of the investment fund operating Subsidiaries or the fund share distribution Subsidiaries.

(3) Article 69.- The shares representing the share capital of investment fund operating companies or fund share distribution companies that are Subsidiaries may be disposed of by a Foreign Financial Institution or by a Parent Subsidiary Company, with prior authorization from the Commission.

(3) Except in the case where the acquirer is a Foreign Financial Institution or a Parent Subsidiary Company, to carry out the disposal, the bylaws of the Subsidiary whose shares are the subject of the operation must be modified, in order to comply with the provisions of Article 37, first paragraph of this Law.

(3) When the acquirer is a Foreign Financial Institution or a Parent Subsidiary Company, the provisions of fraction I of Article 70 must be observed.

(3) Article 70.- The Commission may authorize Foreign Financial Institutions or Parent Subsidiary Companies to acquire shares representing the share capital of an investment fund operating company or a fund share distribution company, provided that the following requirements are met:

(3) I. The Foreign Financial Institution or the Parent Subsidiary Company, as applicable, must acquire shares representing at least fifty-one percent (51%) of the share capital, and

(3) II. The bylaws of the investment fund operating company or the fund share distribution company, whose shares are the subject of disposal, must be modified in order to comply with the provisions of this chapter.

(3) In all matters relating to foreign governments, the provisions of Article 37 of this Law shall apply.

Article 71.- Subsidiaries may not establish branches or subsidiaries outside the national territory.

(3) Article 72.- In the composition of their boards of directors, Subsidiaries shall comply, as applicable, with the provisions of Articles 34 Bis and 61 of this Law.

(3) Article 73.- The regulatory controller, general managers of the Subsidiaries, officials occupying the position immediately below that of the general manager, and persons in charge of carrying out the promotion and sale of investment fund shares, must meet the requirements provided for in Articles 34 Bis 4, 35, and 61 of this Law, as applicable, as well as reside in national territory.

(3) Article 74.- The operating and distribution Subsidiaries shall have a regulatory controller, whose appointment, responsibilities, and exercise of functions shall be subject to the provisions of Article 34 Bis 1 of this Law.

(3) Article 75.- With respect to Subsidiaries, the Commission shall have all the powers attributed to it by this Law in relation to investment fund operating companies and fund share distribution companies.

(5) Second paragraph.- Repealed

(5) I. Repealed.

(5) II. Repealed.

(4) Third Chapter

(4) On Accounting, Inspection, and Surveillance

(3) Article 76.- Investment funds, investment fund operating companies, fund share distribution companies, and fund share valuation companies must maintain the accounting system provided for in the Code of Commerce and the records or auxiliary books ordered by the Commission.

The records that the aforementioned companies must maintain shall comply with the accounting criteria established by the Commission for this purpose.

(3) Article 77.- The Commission, through general provisions, shall establish the bases to which the approval of the financial statements of investment fund operating companies, fund share distribution companies, and fund share valuation companies by their board of directors shall be subject; their dissemination through any means of communication, including electronic, optical, or any other technology media, as well as the procedure to which the review carried out by the Commission itself shall be subject.

(3) The Commission shall establish, through general provisions, the format, frequency, and content that the financial statements of the companies referred to in this article must present; it may also order that the financial statements be disseminated with the pertinent modifications when they contain errors or alterations, and within the timeframes established for this purpose.

(3) Annual financial statements must be audited by an independent external auditor, who shall be appointed directly by the board of directors of the investment fund operating companies, fund share distribution companies, and fund share valuation companies.

(3) The Commission itself, through general provisions, may establish the characteristics and requirements that independent external auditors must meet; determine the content of their opinions and other reports; issue measures to ensure adequate rotation of such auditors in the companies referred to in this article; and indicate the information they must disclose in their opinions regarding other services and, in general, professional or business relationships they provide or maintain with the companies they audit, or with related companies.

(3) External auditors must supply the Commission with the reports and other elements of judgment on which their opinions and conclusions are based. If during the practice or as a result of the audit they find irregularities that affect the stability or solvency of the companies in question, the auditors are obligated to communicate such situation to the aforementioned Commission.

(4) Article 77 Bis.- External auditors who sign the opinion on the financial statements on behalf of the legal entities that provide external audit services must have good standing; meet the personal and professional requirements established by the Commission through general provisions; and be partners of a legal entity that provides professional financial statement audit services and meets the quality control requirements established by the Commission itself in said provisions.

(4) Furthermore, the aforementioned external auditors, the legal entity of which they are partners, and the partners or persons who are part of the audit team must not fall under any of the lack of independence situations established by the Commission through general provisions, which consider, among other aspects, financial or economic dependency links, provision of services additional to auditing, and maximum time periods during which external auditors may provide external audit services to investment fund operating companies, fund share distribution companies, or fund share valuation companies.

(8) Article 77 Bis 1.- The Commission, through general provisions, shall establish the bases to which the approval of the financial statements of investment funds by the board of directors of the investment fund operating company providing their services shall be subject; their dissemination through the website of the worldwide network known as the Internet on the site of the investment fund operating company that administers them, or through any other means of communication, including electronic, optical, or any other technology media, as well as the procedure to which the review carried out by the Commission itself shall be subject. Such publications shall be the strict responsibility of the administrators who have approved the authenticity of the data contained in said financial statements. Such persons must ensure that the financial statements reveal the true financial situation of the investment funds and shall be subject to the corresponding sanctions in the event that the publications do not comply with this situation. Additionally, the external auditor of the investment fund operating companies that manage equity and debt instrument investment funds, in the auditing of their financial statements, must include an opinion on the reasonableness of the accounting process and of the financial statements of the investment funds in question. For the case of capital and hedge investment funds, the external auditor that hires the investment fund operating company providing their services must additionally audit their financial statements, complying with the provisions of Articles 77, third and last paragraphs, and 77 Bis of this Law.

(4) Investment funds are exempt from the provisions of Article 177 of the General Law of Commercial Companies regarding the publication of financial statements in the Official Gazette of the Federation.

(3) Article 78.- The accounting books and records referred to in this Law must be kept available in the offices of the investment fund, investment fund operating company, fund share distribution company, or fund share valuation company.

(6) Article 79.- Investment fund operating companies, fund share distribution companies, and fund share valuation companies must publish, in widely circulated printed or electronic media, the financial statements prepared in accordance with the provisions of Article 77 of this Law. Such publications shall be under the strict responsibility of the administrators, commissioners, and auditors of the companies who have approved or audited, as applicable, the authenticity of the data contained in said financial statements. Such persons must ensure that the financial statements reveal the true financial situation of the companies and shall be subject to the corresponding sanctions in the event that the publications do not comply with this situation. Investment fund operating companies, fund share distribution companies, and fund share valuation companies are exempt from the provisions of Article 177 of the General Law of Commercial Companies.

(4) Article 79 Bis.- Investment funds are obligated to provide the Commission, their shareholders, and the general public with continuous, periodic information and information regarding Relevant Events, through communication media and in the terms determined by said Commission through general provisions.

(3) Article 80.- The Commission shall have supervisory powers, in terms of its Law, regarding investment funds, persons providing services to them as indicated in Article 32 of this Law, as well as insurance institutions regarding the activities they carry out in matters of fund share distribution. The persons referred to in this article, without prejudice to the information and documentation they must periodically provide to the Commission, must present the information and documentation that the Commission requires from them, within the timeframes, conditions, and other characteristics established by the Commission, in order to comply with its supervisory powers, within the scope of applicable provisions.

Likewise, in the exercise of its inspection and surveillance powers, the Commission may:

(3) I. Issue norms on accounting registration matters applicable to investment funds, investment fund operating companies, fund share distribution companies, and fund share valuation companies, as well as general provisions under which investment funds, through operating and distribution companies, must make known to the public the composition of the assets comprising their assets;

(3) II. Review the financial statements of investment funds, operating companies, distribution companies, and valuation companies, and, if applicable, order their dissemination in the terms of Article 77, second paragraph of this Law, through publication;

(3) III. Determine, with the agreement of its Board of Directors, that the removal of members of the board of directors, commissioners, regulatory controller, general manager, officials occupying positions with hierarchy immediately below that of the general manager, authorized representatives for dealing with the public, and officials who can bind the company with their signature be proceeded with, as well as suspend the aforementioned persons for a period of three months to five years, when it considers that they do not have sufficient technical quality, good standing, and satisfactory credit history for the performance of their functions; do not meet the requirements established for this purpose; or incur in serious or repeated violations of this Law or the general provisions derived from it. In the last two cases, the Commission itself may also disqualify the aforementioned persons from holding employment, position, or commission within the Mexican financial system, for the same period of three months to five years, independent of the sanctions that may be applicable according to this or other legal frameworks. Before issuing the corresponding resolution, the Commission must hear the interested party and the company in question.

(3) The Commission itself may also, with the agreement of its Board of Directors, order the removal of independent external auditors of the companies providing services to them in terms of Article 32 of this Law, as well as suspend such persons for the period indicated in the previous paragraph, when they incur in serious or repeated violations of this Law or the general provisions derived from it, without prejudice to the sanctions to which they may be subject.

(3) For the purposes of this fraction, the following shall be understood:

(3) a) Removal, as the separation of the offender from the employment, position, or commission they held in the company in question at the time the violation was committed or detected;

(3) b) Suspension, as the temporary interruption in the performance of the functions the offender held within the corresponding company at the time the violation was committed or detected, being able to perform functions different from those that gave rise to the sanction, provided that they are not directly or indirectly related to the position or activity that gave rise to the suspension, and

(3) c) Disqualification, as the temporary impediment to exercise employment, position, or commission within the Mexican financial system.

(3) IV. Conduct home visits to the persons referred to in the first paragraph of this article, in order to review, verify, check, and evaluate operations, organization, functioning, processes, internal control systems, risk management and information systems, as well as assets, adequacy of capital to risks, quality of assets, and in general, everything that could affect the financial and legal position, known or should be known in the records, in order for such persons to comply with the provisions governing them and sound industry practices. Home visits may be ordinary, special, and investigative.

(3) Ordinary visits are those carried out in accordance with the annual program approved by the President of the Commission.

(3) Special visits are those that, not being included in the annual program referred to in the previous paragraph, are carried out in any of the following situations:

(3) a) To examine and, if applicable, correct special operational situations;

(3) b) To follow up on results obtained in an inspection visit;

(3) c) When changes or modifications occur in the accounting, legal, economic, financial, or administrative situation of any of the companies regulated by this Law;

(3) d) When any of the companies regulated by this Law begins operations after the Commission has prepared the annual program referred to in the third paragraph of this fraction;

(3) e) When acts, facts, or omissions not originally contemplated in the annual program referred to in the second paragraph of this fraction occur, motivating the carrying out of the visit, and

(3) f) When they derive from international cooperation.

(3) Investigative visits shall always be carried out whenever the Commission has indications from which it can be inferred that some conduct presumably contravening the provisions of this Law and other general provisions derived from it has been carried out.

(3) In all cases, the visits referred to in this fraction shall be subject to the provisions of this Law, the Law of the National Banking and Securities Commission, its respective regulations, as well as other applicable provisions.

(3) When, in the exercise of the function provided for in this fraction, the Commission so requires, it may hire the services of auditors and other professionals to assist it in this function;

(3) V. Intervene managerially in investment funds, fund operating companies, distribution companies, and fund share valuation companies, in order to suspend, normalize, or resolve operations that endanger their solvency, stability, or liquidity, or those violating this Law, the Securities Market Law, or general provisions derived from both legal frameworks;

(3) VI. Order the partial suspension or normalization of activities of investment funds, investment fund operating companies, fund share distribution companies, and fund share valuation companies, as well as the activities carried out in accordance with this Law by credit institutions, brokerage houses, insurance companies, credit auxiliary organizations, and exchange houses;

(3) VII. Issue general provisions regarding the terms and conditions to which all kinds of advertising and information directed to the public, both of investment funds and of investment fund operating companies and persons providing fund share distribution services, must be subject, with the first being prohibited from advertising their authorized capital without stating the paid-up capital.

(3) Such provisions must ensure that advertising and information are expressed clearly and precisely, in order not to induce the public to deception, error, or confusion regarding the services provided by investment funds and the persons providing services to them.

(3) The Commission may order, after hearing the interested party, the suspension or rectification of advertising or information that in its opinion is contrary to the provisions of this article;

(3) VIII. Determine the days on which investment funds, fund operating companies, fund share distribution companies, and fund share valuation companies must close their doors and suspend their operations;

IX. Impose monetary sanctions for violations of this Law or the general provisions derived from it;

(3) X. Monitor the due compliance with what is established by each investment fund in its information prospectuses for the investing public;

(3) XI. Authorize the information prospectuses for the investing public issued by investment funds and their modifications;

(3) XII. Order the temporary suspension of the placement of shares representing the capital of investment funds under disordered market conditions or, if applicable, temporary or definitive suspension, due to the conduct of operations not in conformity with sound market practices or uses, or when, in its opinion, the composition of the Investment Assets comprising their assets so warrants;

(3) XIII. Formulate the observations or objections it considers convenient in the interests of the investing public, regarding the valuation of the shares representing the social capital of investment funds;

(3) XIV. Suspend the valuation service with respect to any investment fund, when in its opinion there is a conflict of interest between it and the valuation company or the committee providing such service, and

XV. Exercise the other powers attributed to it in this legal instrument and those applicable to it suppletorily.

(3) The Commission, as a result of its supervisory powers, may formulate observations and, if applicable, order the adoption of measures aimed at correcting the irregular facts, acts, or omissions it has detected in the course of such functions, in accordance with this Law.

(5) Last paragraph.- Repealed.

(4) Article 80 Bis.- The Commission may establish prudential norms oriented to preserve the liquidity, solvency, and stability of investment funds in matters of internal controls, prevention of conflicts of interest, corporate practices and auditing, risk management, and transparency, disclosure of returns, and equity in operations and services, in protection of the public and clients in general, to which investment funds, fund operating companies, fund share distribution companies, and fund share valuation companies must adhere.

(4) Likewise, the Commission will establish through general provisions the methodologies that fund operating companies, fund share distribution companies, and fund share valuation companies must use in the calculation and disclosure of:

(4) I. The market risk of the investment fund in question;

(4) II. The historical performance of each share class and series, and

(4) III. The level of indebtedness derived from the operational characteristics of the investment assets that make up the portfolios of investment funds.

(4) The Commission itself may establish through general provisions the criteria applicable to the identification, calculation, and disclosure of credit and liquidity risks of investment funds, taking into consideration the corresponding type and classification. Likewise, in such provisions, the Commission may exempt investment funds from the obligation to contract the rating service provided for in fraction IV of Article 32 of this Law.

(4) Article 80 Bis 1.- The Commission will have inspection and surveillance powers with respect to legal entities that provide external audit services in terms of this Law, including partners or employees of those that are part of the audit team, being able to do so and in order to verify compliance with this Law and the observance of the general provisions derived from it:

(4) I. Request any kind of information and documentation;

(4) II. Conduct inspection visits;

(4) III. Request the appearance of partners, representatives, and other employees of legal entities that provide external audit services, and

(4) IV. Recognize audit norms and procedures that legal entities providing external audit services must observe when issuing opinions regarding the financial statements of financial entities, being able to distinguish by type of entity.

Likewise, the Commission may issue audit norms and procedures in the event that no norms or procedures applicable exist regarding some matter, or when, in the opinion of the Commission itself, the recognized norms in terms of this paragraph are insufficient.

(4) The exercise of the powers referred to in this article will be limited to the opinions, reports, and audit practices that, in terms of this Law, legal entities providing external audit services carry out.

(10) Article 81.- The Commission and the Bank of Mexico, within the scope of their respective competencies, will have powers to investigate, in the administrative sphere, acts or facts that presumably constitute or may come to constitute a violation of what is provided for in this Law or the general provisions derived from it.

(3) For such effect, as well as to verify compliance with what is provided for in this Law and other general provisions emanating from it, the aforementioned Commission will be empowered to:

(3) I. Request any kind of information and documentation from any person who may contribute to the development of the corresponding investigation;

(3) II. Conduct home visits to any person who may contribute to the development of the investigation;

(3) III. Request the appearance of persons who may contribute or provide elements to the investigation, being able to formulate questions to them for this purpose, and

(3) IV. Contract the services of auditors and other professionals who assist it in such function.

(3) In the handling of the appearances referred to in fraction III of this article, the Commission will formulate the questions it deems pertinent, in which case the appearing persons must answer, under oath, the questions posed to them.

(11) Additionally, the supervision carried out by the Bank of Mexico will adhere to what is established in the Bank of Mexico Law, as well as to the general rules issued for this purpose by the Bank itself.

(4) Article 81 Bis.- The Commission, in the exercise of the powers referred to in this Law, may indicate the form and terms in which the persons to whom it requests information must comply with its requirements.

(4) Likewise, the Commission, to enforce its determinations, may employ, indistinctly, the following means of coercion:

(4) I. Admonition with warning;

(4) II. Fine of 2,000 to 5,000 days of salary;

(4) III. Additional fine of 100 days of salary for each day the violation persists, and

(4) IV. The assistance of the public force.

(4) If the coercion is insufficient, the Commission may request that the competent authority proceed against the rebel for disobedience to a legitimate mandate of a competent authority.

(4) For the purposes of this article, federal judicial or ministerial authorities and security or police forces must provide the support requested by the Commission expeditiously.

(4) In the case of public security bodies of the federative entities or municipalities, the support will be requested in accordance with the regulations governing public security or, if applicable, in conformity with the administrative collaboration agreements that have been concluded with the Federation.

(4) Fourth Chapter

(4) On merger and spin-off

(4) Article 81 Bis 1.- The merger or spin-off of fund operating companies, fund share distribution companies, and fund share valuation companies, or of any company or financial entity with fund operating companies, fund share distribution companies, and fund share valuation companies, must be authorized by the Commission, prior to the agreement of its Board of Directors.

(4) When the merger of the companies referred to in this article results in a company different from the merged ones, its constitution will be subject to the legal requirements applicable to the type of company in question.

(4) Article 81 Bis 2.- The merger of the companies mentioned in Article 81 Bis 1 of this Law will be carried out subject to the following bases:

(4) I. The companies will submit to the Commission the draft agreements of the extraordinary general shareholder meetings, the merger agreement, the modifications that would correspond to make to the bylaws of the companies, and, if applicable, the liability agreement referred to in the Law to Regulate Financial Groups, the merger plan of the respective companies with indication of the stages in which it must be carried out; the financial statements that present the situation of the companies and that will serve as the basis for the meeting that authorizes the merger, and the projected financial statements of the company resulting from the merger.

(4) Likewise, they must submit the information referred to in fractions I, II, IV, V, VI, and VII of Article 34 of this Law;

(4) II. The merger agreements, as well as the meeting minutes, will be registered in the Public Commerce Registry once the authorization referred to in the previous article is obtained.

(4) From the date of registration, the merger will take effect. Likewise, in the event of the extinction of the merged companies, the cancellation of the registration of the social bylaws of said companies must be requested from the Public Commerce Registry;

(4) III. The agreements of the extraordinary general shareholder meeting regarding the merger must contain the bases, procedures, and mechanisms of protection that will be adopted in favor of their clientele or shareholders;

(4) IV. The merger agreements adopted by the respective extraordinary general shareholder meetings will be published in the Official Gazette of the Federation and in two newspapers of wide circulation in the area where the companies have their domicile, once the registration in the Public Commerce Registry has been made;

(4) V. During the ninety natural days following the date of publication referred to in the previous fraction, the creditors of any of the companies, including those of other financial entities of the or financial groups to which the companies subject to the merger belong, may judicially oppose the merger, with the sole purpose of obtaining payment of their credits, without the opposition suspending the merger, and

(4) VI. The Commission may request additional documentation and information related to such effects.

(4) The authorizations to constitute and operate as fund operating companies, fund share distribution companies, and fund share valuation companies, that participate in a merger process as merged entities, will be revoked by operation of law, once the merger takes effect, without it being necessary for the authority that granted it to issue an express declaration.

(4) The merger of a fund operating company or a fund share distribution company, which are members of a financial group in terms of the Law to Regulate Financial Groups, whether as merging or merged entity, will be subject to what is provided in this article and the provisions of Article 10 of said Law will not be applicable.

(4) Article 81 Bis 3.- The companies mentioned in Article 81 Bis 1 of this Law may be spun off, either by extinguishing, in which case the spin-off company will divide the total or part of its assets, liabilities, and social capital into two or more parts, which will be contributed in block to other newly created companies; or when the spin-off company, without extinguishing, contributes in block part of its assets, liabilities, and social capital to one or more newly created companies.

(4) The spin-off referred to in this article will be carried out subject to the following bases:

(4) I. The spin-off company will submit to the Commission the draft minutes of the extraordinary general shareholder meeting containing the agreements regarding its spin-off and projected financial statements of the companies resulting from the spin-off;

(4) II. The shares of the company to be spun off must be fully paid;

(4) III. Each of the partners of the spin-off company will initially have a proportion of the social capital of the spun-off companies, equal to that of which it is a holder in the spin-off company;

(4) IV. The resolution approving the spin-off must contain:

(4) a) The description of the form, deadlines, and mechanisms in which the various concepts of assets, liabilities, and social capital will be transferred;

(4) b) The description of the parts of the assets, liabilities, and social capital corresponding to each spun-off company and, if applicable, to the spin-off company, with sufficient detail to allow the identification of these;

(4) c) The financial statements of the spin-off company, covering at least the operations carried out during the last social year, duly audited by an external auditor.

(4) It will be the responsibility of the administrators of the spin-off company to inform the meeting about the operations carried out until the spin-off takes full legal effect;

(4) d) The determination of the obligations that by virtue of the spin-off each spun-off company assumes. If a spun-off company fails to comply with any of the obligations assumed by it by virtue of the spin-off, the other spun-off companies will respond jointly to the creditors who have not given their express consent, for a period of three years counted from the last of the publications referred to in fraction VI of this article, up to the amount of the net assets attributed to each of them in the spin-off; if the spin-off company has not ceased to exist, it will respond for the total obligation;

(4) e) The draft statutory reforms of the spin-off company and the draft bylaws of the spun-off companies, and

(4) f) The bases, procedures, and mechanisms of protection that will be adopted in favor of their clientele or shareholders.

(4) V. The agreements of the general shareholder meeting regarding the spin-off, the meeting minutes, as well as the constitutive deed of the spun-off company, will be registered in the Public Commerce Registry once the authorization referred to in Article 81 Bis 1 is obtained. From the date of registration, the spin-off will take effect. Likewise, in the event of the extinction of the spun-off company, the cancellation of the registration of the social bylaws of said company must be requested from the Public Commerce Registry;

(4) VI. The spin-off agreements adopted by the extraordinary general shareholder meeting of the spin-off company will be published in the Official Gazette of the Federation and in two newspapers of wide circulation in the area where the spin-off company has its social domicile, once the registration in the Public Commerce Registry has been made;

(4) VII. The creditors of the spin-off company may judicially oppose the spin-off, within the ninety natural days following the date of publication referred to in the previous fraction, with the sole purpose of obtaining payment of their credits, without the opposition suspending the effects of this,

(4) VIII. The Commission may request additional documentation and information related to such effects.

(4) The spun-off company will not be understood to be authorized to organize and operate as a fund operating company, fund share distribution company, or fund share valuation company.

(4) In the event that the spin-off produces the extinction of the companies referred to in Article 81 Bis 1 of this Law, the authorization granted to organize and operate as such will become void, without it being necessary to issue a declaration to that effect.

(4) The spun-off companies constituted as a result of the spin-off may be companies of the same type as the spin-off companies or of any other legal type.

(4) Fifth Chapter

(4) On revocation and administrative procedures

(4) Section I

(4) On revocation

(4) Article 81 Bis 4.- The Commission, at the request of the company and prior to the agreement of its Board of Directors, may revoke the authorization to operate as a fund operating company, fund share distribution company, or fund share valuation company, provided that the following is fulfilled:

(4) I. The shareholder meeting of the company has agreed to its change of nationality, transformation, or, if applicable, its dissolution and liquidation, and approved the financial statements in which obligations on account of the company arising from operations reserved as an intermediary are no longer registered;

(4) II. The company has submitted to the Commission the mechanisms and procedures to carry out the delivery or transfer of the securities or cash of its shareholders or, if applicable, clients, as well as the estimated dates for their application, and

(4) III. The company has submitted to the Commission the financial statements, approved by the shareholder meeting, accompanied by the opinion of an external auditor, which includes the auditor's opinions regarding components, accounts, or specific items of the financial statements, where the status of the records referred to in the previous fraction is confirmed.

(4) The provisions of this article will also be applicable in the case of investment funds, in which case the agreement of the Board of Directors will not be necessary. Likewise, the agreements mentioned in fractions I and III must be made by the board of directors of the fund operating company providing services to them.

(3) Article 82.- The Commission, prior to the right to a hearing, may revoke the authorization of investment funds in the following cases:

(3) I. If it does not start its operations within the period of ninety days from the date on which the authorization referred to in Article 8 of this Law is notified to it. The aforementioned period may be extended when, in the opinion of the Commission, there is a justified reason;

(5) Second paragraph.- Repealed;

II. If it operates with capital lower than the legal minimum and does not reconstitute it within the period fixed by the aforementioned Commission;

(3) III. If it abstains from carrying out its object for a period of six months;

(5) IV. Repealed;

(3) V. If it repeatedly fails to comply with the provisions applicable to accounting registration;

(3) VI. If it commits serious or repeated violations of the legal or administrative provisions applicable to it;

(3) VII. If the fund repeatedly omits to provide the information it is obliged to provide according to this Law or the general provisions derived from it;

(4) VIII. If it enters a process of dissolution and liquidation, and

(4)

IX. If it is declared bankrupt by the judicial authority.

(10) Article 82 Bis.- The Commission will grant interested companies the right to a hearing referred to in Articles 82 and 83 so that, within a period of ten business days, counted from the business day following that on which the corresponding notification takes effect, they express in writing what is in their interest and offer evidence. The Commission, at the request of a party, may extend this period by a single occasion, up to the same period, taking into account the particular circumstances of the case.

Notifications will take effect on the business day following that on which they are carried out.

After the period referred to in the previous paragraph, and in case of its extension, the Commission will have a period of up to sixty business days for the handling of evidence. After the period for handling evidence has elapsed, the Commission will notify the opening of a five business day period for

formulate statements to the Commission may make such notification by posting or by any other means, in cases where it so determines. On the next business day following the expiration of said deadline, the instruction shall be considered closed and the Commission shall have a period not exceeding one hundred eighty business days to issue and notify the resolution that ends the sanctioning procedure, as referred to in this article. The respective Commission may make such notification by posting or by any other means it determines.

The Commission shall publish in the Official Journal of the Federation and in two newspapers of wide circulation in the country, the declarations of revocation referred to in Article 83 of this Law, which must be registered in the Public Commerce Registry corresponding to the corporate domicile of the company in question. The declaration of revocation referred to in Article 82 shall only be made in the National Registry by the Commission.

The revocation declarations indicated in the preceding paragraph must be registered in the Public Commerce Registry corresponding to the corporate domicile of the Company in question, for which the Registry shall only require prior notification from the National Banking and Securities Commission.

The revocation shall disqualify the investment fund, the investment fund operating company, the investment fund share distribution company, or the investment fund share valuation company in question, from carrying out their activities and operations from the date of notification thereof, and shall place them in a state of dissolution and liquidation without the need for a shareholders' meeting agreement or, in the case of investment funds, without the need for an agreement by the board of directors of the investment fund operating company providing services to them; in the latter case, with respect to the circumstances referred to in Article 82 of this Law.

(3) Article 83.- The Commission, with the agreement of its Board of Directors and after the right to a hearing has been exercised, may revoke the authorization of the companies referred to in Article 33 of this Law, when in its judgment:

(3) I. They incur in serious or repeated violations of the provisions of this Law, the Securities Market Law, or the general provisions derived from both legal frameworks;

(3) II. They carry out the activities inherent to their corporate purpose in an inadequate manner or offer services different from those provided for in the authorization granted in accordance with Article 33 of this Law;

(3) III. They repeatedly omit providing the Commission with the information to which they are obligated under this Law or the general provisions derived from it, or provide false or misleading information;

(3) IV. They participate in operations that do not adhere to sound securities market practices;

(3) V. They repeatedly fail to comply with what is stated in the public offering prospectus of the investment funds to which they provide services or carry out operations that deviate from the investment profiles of the clients to whom they provide portfolio administration services; carry out operations on behalf of investment funds other than those permitted by this Law, or fail to comply with their corporate purpose;

(3) VI. They fail, due to causes attributable to them, to fulfill contracted obligations;

(3) VII. They fail to present the public instrument containing the articles of incorporation of the company for approval within ninety days following the date of granting the authorization; commence operations without presenting said public instrument for approval, or fail to commence operations within the period of one hundred eighty days from the date the authorization referred to in Article 33 of this Law is notified. The aforementioned deadlines may be extended on one occasion when, in the judgment of the Commission, there is a justified reason;

(4) VIII. Operate with capital below the legal minimum and fail to reconstitute it within the deadline set by the Commission;

(4) IX. When, due to causes attributable to those providing valuation services for investment fund shares, the operations carried out are not reflected in the accounting or valuation of said shares;

(4) X. Enter into a process of dissolution and liquidation, and

(4) XI. Be declared bankrupt by the judicial authority.

(4) Article 83 Bis.- The dissolution and liquidation of the companies referred to in Article 33 of this Law shall be governed by the provisions in Chapters X and XI of the General Law of Commercial Companies, with the following exceptions:

(4) The appointment of liquidators shall correspond:

(4) I. To the shareholders' meeting when the dissolution and liquidation has been voluntarily agreed upon by said body and subject to the procedure set forth in Article 81 Bis 4 of this Law. In this case, they must inform the Commission of the appointment of the liquidator within five business days following their appointment.

(4) The Commission may veto the appointment of the person who will serve as liquidator when it considers that the person does not have sufficient technical quality, honorability, and satisfactory credit history to perform their functions, does not meet the requirements established for this purpose, or has committed serious or repeated violations of this Law or the general provisions derived from it.

(4) The Commission shall promote before the judicial authority to appoint the liquidator if, within sixty business days of the publication of the revocation, the corresponding company has not appointed one, and

(4) II. To the Commission, when the dissolution and liquidation of the company is a consequence of the revocation of its authorization in accordance with Article 83 of this Law.

(4) In the event that the liquidator appointed by the Commission resigns from their position for a justified cause, the Commission must appoint a replacement within fifteen calendar days following the effective date of the resignation.

(4) In the cases referred to in this fraction, the responsibility of the Commission shall be limited to the appointment of the liquidator, so that the acts and results of the liquidator's performance shall be the exclusive responsibility of the latter.

(4) Article 83 Bis 1.- The appointment of liquidator for the companies referred to in Article 33 of this Law must fall upon credit institutions, brokerage houses, the Service for the Administration and Disposal of Assets, or natural or legal persons who have experience in the liquidation of financial entities.

(4) When the appointment of the liquidator falls upon natural persons, it must be observed that such persons meet the requirements set forth in fractions II, III, V, and VI of Article 14 Bis 11 of this Law, as well as the following:

(4) I. Not have pending litigation against the company in question, and

(4) II. Not have served as external auditor of the company in question or of any of the companies comprising the Business Group or Consortium to which the latter belongs, during the twelve months immediately preceding the date of appointment.

(4) Regarding legal persons in general, the natural persons appointed to perform activities related to this function must meet the requirements referenced in the two preceding paragraphs.

(4) The Service for the Administration and Disposal of Assets may exercise the role of liquidator with its personnel or through attorneys-in-fact designated for this purpose. The power of attorney may be granted in favor of credit institutions, brokerage houses, or natural persons who meet the requirements set forth in this fraction.

(4) Institutions or persons who have an opposing interest to that of the company must abstain from accepting the role of liquidator, manifesting such circumstance.

(4) Article 83 Bis 2.- In the performance of their function, the liquidator must:

(4) I. Prepare a report on the overall situation of the company in question. In the event that the report indicates that the company falls under grounds for commercial bankruptcy, it must request the judge to declare commercial bankruptcy in accordance with the Commercial Bankruptcy Law, informing the Commission thereof;

(4) II. Present to the Commission for approval, the procedures to carry out the delivery or transfer of securities or cash from its clients derived from operations of the company on behalf of third parties, as well as the estimated dates for their application. This shall not apply to investment fund share valuation companies;

(4) III. Without prejudice to the provisions of the preceding fraction II, implement and adopt a scheduled work plan containing the procedures and measures necessary for the obligations of the company derived from operations reserved for the companies referred to in Article 33 of this Law to be settled or transferred to other intermediaries no later than within the year following the date the liquidator protested and accepted their appointment;

(4) IV. Collect what is owed to the company and pay what it owes.

(4) For the purposes of the foregoing, in the first instance, the liquidator must separate and carry out the delivery or transfer of securities or cash from its clients derived from operations of the companies on behalf of third parties, in accordance with the provisions of subsection II of this article.

(4) In the event that the securities or cash of the company's clients, derived from operations on behalf of third parties, are insufficient to fulfill its obligations, in protection of the interests of the clients of such companies, the liquidator must allocate the assets available to the company on its own behalf preferentially to the payment of operations carried out in accordance with the law with its clients, in fulfillment of its corporate purpose, including the payment of operations carried out by the company on behalf of third parties. This is always provided that the aforementioned securities, cash, or assets are not encumbered as collateral for other commitments or do not violate the rights of third-party creditors.

(4) In the event that the aforementioned assets are insufficient to cover the company's liabilities, the liquidator must request commercial bankruptcy;

(4) V. Call a general shareholders' meeting upon the conclusion of their management to present a complete report on the liquidation process. Such report must contain the final balance sheet of the liquidation.

(4) In the event that the liquidation does not conclude within the twelve months immediately following the date the liquidator accepted and protested their appointment, the liquidator must call a shareholders' meeting to present a report on the status of the liquidation, indicating the causes for which its conclusion has not been possible. Such report must contain the financial status of the company and must be available to shareholders at all times. Without prejudice to the provisions in the following paragraph, the liquidator must call a shareholders' meeting in the terms described above, for each year the liquidation lasts, to present the cited report.

(4) When the liquidator has called the shareholders' meeting and it does not convene with the necessary quorum, it must publish in two of the most widely circulated newspapers in the national territory, a notice directed to shareholders indicating that the reports are available to them, specifying the place and time when they can be consulted;

(4) VI. Promote before the judicial authority the approval of the final liquidation balance sheet, in cases where it is not possible to obtain shareholder approval of said balance sheet in terms of the General Law of Commercial Companies, because said assembly, despite having been called, does not convene with the necessary quorum, or because said balance sheet is unjustifiably objected to by the assembly in the judgment of the liquidator. This is without prejudice to the legal actions corresponding to shareholders in terms of the laws;

(4) VII. Inform the competent judge of the physical and material impossibility of carrying out the legal liquidation of the company so that the judge orders the cancellation of its registration in the Public Commerce Registry, which shall take effect one hundred eighty calendar days after the judicial order.

(4) The liquidator must publish in two of the most widely circulated newspapers in the national territory, a notice directed to shareholders and creditors regarding the request to the competent judge.

(4) Interested parties may oppose this cancellation within a period of sixty calendar days following the notice, before the same judicial authority;

(4) VIII. Exercise the legal actions appropriate to determine the economic responsibilities, if any, that exist and to disclaim responsibilities applicable in terms of the law and other provisions, and

(4) IX. Refrain from purchasing for themselves or for others, the property belonging to the company in liquidation, without the express consent of the assembly.

(4) Article 83 Bis 3.- The Commission shall exercise supervision functions only regarding the compliance with the procedures referred to in fraction II of Article 83 Bis 2 of this Law. This is without prejudice to the powers conferred in this legal framework regarding the crimes indicated in Section F of the Second Section, of Chapter Five of Title IV of this Law.

(4) Article 83 Bis 4.- The commercial bankruptcy of the companies referred to in Article 33 of this Law shall be governed by the provisions of the Commercial Bankruptcy Law, with the following exceptions:

(4) I. The Commission must request the declaration of commercial bankruptcy of a company referred to in Article 33 of this Law when there are elements that may trigger the grounds for the declaration of commercial bankruptcy;

(4) II. Once commercial bankruptcy is declared, the Commission, in defense of the interests of creditors, may request that the procedure begin at the bankruptcy stage, or the early termination of the conciliation stage, in which case the judge shall declare bankruptcy;

(4) III. The role of conciliator or trustee shall correspond to the person designated by the Commission for this purpose within a maximum period of ten business days. Such appointment may fall upon credit institutions, brokerage houses, the Service for the Administration and Disposal of Assets, or legal or natural persons who meet the requirements set forth in Article 83 Bis 1 of this Law;

(4) IV. Once commercial bankruptcy is declared, the person in charge of the company's administration must present for the judge's approval the procedures to carry out the delivery or transfer of securities or cash from its clients, derived from operations of the company on behalf of third parties, as well as the dates for their application. The judge, prior to approval, shall hear the opinion of the Commission, and

(4) V. The Commission shall exercise supervision functions only regarding the compliance with the procedures cited in the preceding fraction.

(4) If the Commission detects any non-compliance, it must inform the judge.

(4) Article 83 Bis 5.- The Commission, with the agreement of its Board of Directors, may assign resources from its annual budget to the Service for the Administration and Disposal of Assets so that this decentralized body of the Federal Public Administration carries out liquidation or bankruptcy procedures for the companies referred to in Article 33 of this Law, understanding that such resources may exclusively be used to cover expenses associated with publications and other procedures related to such procedures, when it is observed that these cannot be borne by the assets of the companies themselves due to lack of liquidity, or insolvency.

(4) Section II

(4) On Administrative Procedures

(4) Section A

(4) Preliminary Provisions

(3) Article 84.- Non-compliance or violation of the norms of this Law and the provisions emanating from it shall be sanctioned with a fine imposed administratively by the Commission and made effective by the Ministry of Finance and Public Credit, once they have become final.

(3) For the purposes of the fines established in this chapter, days of salary shall be understood as the general minimum wage in force in the Federal District at the time the infraction was committed.

In the case of legal persons, these fines may be imposed on said persons as well as on their administrators, officials, employees, or attorneys-in-fact who are responsible for the infraction.

(5) Fourth paragraph.- Repealed.

(5) Fifth paragraph.- Repealed.

(4) The Commission, in imposing administrative sanctions referred to in this Law, shall adhere to the following:

(10)

I. A hearing shall be granted to the alleged infringer, who, within a period of ten business days counted from the business day following that on which the corresponding notification takes effect, must manifest in writing what is in their interest and offer evidence. The Commission, at the request of the party, may extend the deadline referred to in this fraction on one occasion, for up to the same period, for which it will consider the particular circumstances of the case. Notifications shall take effect on the business day following that on which they are practiced.

(4) II. In the event that the alleged infringer does not use the right to a hearing within the granted period or, having exercised it, fails to dispel the allegations made against them, the alleged infractions shall be considered proven and the corresponding administrative sanction shall be imposed.

(4) III. The following shall be taken into account, if applicable:

(4) a) The impact on third parties or the financial system that has been produced or may be produced;

(4) b) Recidivism, the causes that originated it, and, if applicable, the corrective actions applied by the alleged infringer. A person shall be considered a recidivist if they have incurred in an infraction that has been sanctioned and, in addition to that, commit the same infraction within the two years immediately following the date the corresponding resolution became final;

(4) Recidivism may be sanctioned with a fine whose amount may be up to double the originally provided amount.

(4) c) The amount of the operation;

(4) d) The economic condition of the infringer so that the sanction is not excessive, and

(4) e) The nature of the infraction committed.

(4) IV. Regarding conduct classified by this law as serious, in addition to what is established in the preceding fraction III, any of the following aspects may be taken into account:

(4) a) The amount of financial loss or damage caused;

(4) b) The profit obtained;

(4) c) The lack of honorability on the part of the infringer, in accordance with the provisions of this Law and the general provisions emanating from it;

(4) d) The inexcusable negligence or intent with which the action was carried out;

(4) e) That the infringing conduct referred to in the administrative process may constitute a crime, and

(4) f) The other circumstances that the Commission deems applicable for such purposes.

The fines imposed by the said Commission must be paid within fifteen business days following the day of their notification. When fines are not paid on the established date, the amount thereof shall be updated from the month in which payment should have been made until it is made, under the same terms established by the Federal Tax Code for these cases.

(4) In the event that the infringer pays the fines imposed by the aforementioned Commission within the fifteen days referred to in the preceding paragraph, a reduction of twenty percent of its amount shall be applied, provided that no means of defense has been filed against said fine.

(11) Non-compliance with the norms of this Law and the provisions emanating from it, the observance of which corresponds to the Bank of Mexico to supervise, shall be sanctioned by it, in accordance with what is established in Article 36 Bis of the Bank of Mexico Law, for which the provisions of Article 27 of that same legal framework must be observed.

The administrative sanctions referred to in this Law shall not affect the criminal procedure that, if applicable, corresponds.

(4) Article 84 Bis.- In the administrative procedures for the imposition of sanctions provided for in this Law, relevant evidence shall be admitted with the acts subject to the procedure as long as they are offered within the deadline for the discharge of the guarantee of hearing. In the case of confessions by authorities, this must be discharged in writing.

(4) Once the right to a hearing referred to in Article 84, fraction I of this Law has been discharged, or the written instrument through which the review appeal provided for in Article 87 of this legal framework is filed has been presented, only supervening evidence shall be admitted, provided that the corresponding resolution has not been issued.

(11) Upon expiration of the period referred to in fraction I of Article 84, and its extension if applicable, the Commission shall have a period of up to sixty business days for the discharge of evidence.

(11) Upon expiration of the period for the discharge of evidence, the alleged infringer shall have five business days to formulate statements; on the next business day following the expiration of said period, the instruction shall be considered closed and the Commission shall have a period not exceeding one hundred eighty business days to issue and notify the resolution that ends the sanctioning procedure, as referred to in this article.

(12) The Commission may gather the means of proof it deems necessary, as well as agree on the admissibility of the evidence offered. Evidence provided by the interested parties may only be rejected when it is not offered in accordance with the law, has no relation to the merits of the case, is inappropriate, unnecessary, or contrary to morality or the law. The valuation of evidence shall be made in accordance with what is established in the National Code of Civil and Family Procedures.

(4) The Commission's authority to impose administrative sanctions provided for in this Law, as well as in the provisions emanating from it, shall expire within a period of five years, counted from the next business day after the conduct was carried out or the infringement occurred.

(4) The aforementioned expiration period shall be interrupted upon the initiation of the related proceedings. It shall be understood that the procedure in question has begun from the notification to the alleged infringer of the official document granting the right to be heard to the probable infringer referred to in fraction I of Article 84 of this Law.

(11) The five-year period provided for in this article shall be suspended:

I. For up to two years, when the Financial Entity: is not located at the address registered with the respective Authority without having presented the corresponding change notice, or has indicated an incorrect address.

The aforementioned period shall resume from the date on which the Authority becomes aware of the current address.

II. When the Financial Entity has contested any of the acts related to the sanction imposition process. Such suspension shall be calculated from the date of filing the defense mechanism until the date on which the corresponding final resolution is issued.

(4) Article 84 Bis 1.- Sanctions shall be imposed by the Board of Directors of the Commission, which may delegate this authority based on the nature of the infringement or the amount of the fine, to the president or other public servants of the Commission itself.

(4) The sanctions provided for in this Law for investment funds may be imposed on the investment fund operating company, distributor, or share valuation company of investment funds that are responsible for the committed infractions.

(4) The Commission shall consider as mitigating factors in the imposition of administrative sanctions, when the alleged infringer proves to the Commission that it has compensated for the damage caused, as well as the fact that it provides information that contributes to the exercise of the Commission's powers, in order to delineate responsibilities.

(4) Section B

(4) On the imposition of administrative sanctions

(3) Article 85.- Infractions consisting of carrying out prohibited or unauthorized operations, or exceeding maximum percentages or not maintaining minimums provided for by general provisions derived from this Law, or by the respective information prospectuses for investor public, shall be sanctioned with a fine of 10,000 to 100,000 salary days.

(3) The fines referred to in this chapter, prior to a hearing, shall be imposed on the investment fund operating company, distributor, or share valuation company of investment funds or other persons who are responsible for the infractions.

Article 86.- The infractions referred to in this article shall be sanctioned as follows:

(3) I. A fine of 2,000 to 20,000 salary days, to the person who infringes what is established in the first paragraph of Article 5 Bis of this Law, and the respective negotiation may be administratively closed by that Commission until its name is changed;

(5) II. Repealed;

(3) III. A fine of 10,000 to 50,000 salary days, to the person who is responsible for causes imputable to them, when the permitted shareholding limit is exceeded in accordance with Article 14 of this Law, according to the valuation of those same shares practiced on the date of their acquisition, as well as a fine for the amount equivalent to the updated valuation price of the shares, when acquired in contravention of what is established in Article 52 of this instrument. Without prejudice to the fine established in this fraction, the shares acquired inappropriately must be liquidated within thirty days from their acquisition, after which, if the sale has not been made, the Commission will order the necessary capital reduction to amortize said shares at the valuation price in effect on the payment date and the procedure for payment;

(3) IV. A fine of 5,000 to 20,000 salary days, to the investment fund operating company or share valuation company of investment funds, that infringes what is established in Article 46 of this Law, without prejudice to the liability exigible under the terms of Article 53 of this instrument;

(3) V. A fine of 10,000 to 100,000 salary days, to the investment fund operating companies and to the persons who provide distribution services for investment fund shares, who fail to comply with what is indicated in the information prospectuses for the investor public;

(3) VI. A fine of 10,000 to 50,000 salary days, to the companies referred to in Article 33 of this Law, whose performance results in the investment fund to which they provide services incurring the circumstance established by fraction VII of Article 82 of this Law;

(3) VII. A fine of 15,000 to 50,000 salary days, to the investment fund operating companies, the auditors of these, regarding the operating companies themselves or the investment funds they administer, and the persons who provide accounting and administrative services to the investment funds, who falsify, conceal, omit, or disguise the accounting records and financial statements of said funds, regardless of the civil or criminal liabilities incurred;

(8) VIII. A fine of 5,000 to 20,000 salary days, to the investment fund operating companies, investment fund share distributing companies, and entities that provide the service of distributing investment fund shares, who infringe what is established in fraction VII of Article 80 of this Law and the general provisions emanating from this;;

(3) IX. A fine of 20,000 to 100,000 salary days, to the companies referred to in Article 33 of this Law, who omit providing in time and form the information they are obligated to provide according to this Law or the applicable administrative provisions derived from it, or if it is false;

(3) X. A fine of 25,000 to 100,000 salary days, to the persons who carry out acts reserved by this legal instrument to investment funds, investment fund operating companies, or investment fund share distributors, without having the corresponding authorization under the terms of this Law;

(3) XI. A fine of 20,000 to 100,000 salary days, to the persons who perform director functions, jobs, positions, or commissions in an investment fund or investment fund operating company, who dispose of the assets forming the equity of the investment fund to which they belong, applying them for purposes other than those foreseen in the information prospectus for the investor public;

(3) XII. A fine of 10,000 to 100,000 salary days, to the members of the board of directors, executives, officials, employees, agents to celebrate operations with the public, commissioners, or external auditors of an investment fund operating company or distributing company who omit registering in the terms of Article 76 of this Law and the general provisions emanating from it, the operations carried out, including, as applicable, the operations carried out by the investment fund in terms of such article, or alter said records;

(4) XIII. A fine of 30,000 to 150,000 salary days, to:

(4) a) Persons who carry out any of the activities provided for in Articles 88 and 33 of this Law, without having the corresponding authorization;

(3) b) Investment fund operating companies that do not comply with any of the obligations established in Article 39, fraction I, subparagraphs a) to d) of this Law;

(4) c) Financial entities that do not have the electronic or written records indicated in Article 39 Bis 1, second paragraph of this Law, under the terms indicated therein;

(4) d) Financial entities that promote or market securities in a generalized manner, other than those indicated by the Commission through general provisions referred to in the last paragraph of Article 39 Bis 1 of this Law;

(4) e) Financial entities that issue recommendations or carry out unreasonable operations in advised services in contravention of what is established in Article 39 Bis 2, second paragraph, in its fractions I to III of this Law;

(4) f) Financial entities that carry out operations in contravention with what is provided for in Article 39 Bis 2, third paragraph;

(4) g) Financial entities that provide advised services without having the policies and guidelines referred to in Article 39 Bis 2, fraction III and 39 Bis 3 of this Law, or that do not have the minimum elements established by the Commission through general provisions;

(4) h) Financial entities that omit providing their clients with information on the financial products they offer, the activities and services they provide them, including the commissions charged, in contravention of what is established in Article 39 Bis 4 of this Law and general provisions emanating from it;

(4) i) Financial entities that omit recording or documenting, or conserving within the legally established period, the documentation and information referred to in Article 39 Bis 5 of this Law, and

(4) j) Investment fund share distributing companies that omit providing their clients with information on the returns of the investment portfolios, or any other that the Commission determines through general provisions, in contravention of what is established in Article 61-Bis, fractions VI and VII of this Law and general provisions emanating from it.

(3) XIV. A fine of 5,000 to 100,000 salary days, to the infringers of any other provision of this Law or of the general provisions derived from it, that do not have a specially indicated sanction in this instrument.

(4) In the event that any of the infractions contained in Articles 85 and 86 of this Law generate a patrimonial damage or a benefit, the corresponding sanction may be imposed by adding to it up to one and a half times the equivalent to said damage or to the benefit obtained by the infringer, whichever is greater. Benefit shall be understood as the gain obtained or the loss avoided for oneself or for a third party.

(4) Article 86 Bis.- The Commission may abstain from sanctioning the entities and persons regulated by this Law, provided that the cause of such abstention is justified according to the guidelines issued for such purposes by the Board of Directors of the Commission itself, and refer to facts, acts, or omissions that do not involve gravity, there is no recidivism, there are no elements that allow demonstrating that the interests of third parties or the financial system itself are affected, and they do not constitute a crime.

(4) Serious infractions shall be considered the violation of what is provided for in Articles 8; 33; 35; 39, fraction I, subparagraphs a) to d); 39 Bis 2; 39 Bis 3; 39 Bis 4; 39 Bis 5; 85; 86, fractions IV, VII, X and XI, 91, fractions I with respect to the failure to present to the National Banking and Securities Commission, the document of policies for identification and customer knowledge and II, first paragraph, subparagraph a. for unreported operations, third paragraph of fraction II, subparagraphs e. and f., and regarding investment fund operating companies and companies or entities that distribute investment fund shares, in addition, carrying out buy and sell operations of investment fund shares at a price different from the updated price for valuation.

(4) Article 86 Bis 1.- The Commission, attending to the circumstances of each case, in addition to the imposition of the corresponding sanction, may admonish the infringer, or merely admonish them, considering their personal background, the gravity of the conduct, that there are no elements that allow demonstrating that the interests of third parties or the financial system itself are affected, that if damage was caused it has been repaired, as well as the existence of mitigating factors.

(4) Article 86 Bis 2.- To protect the exercise of the right of access to public government information, the Commission, adhering to the guidelines approved by its Board of Directors, must make known to the general public, through its Internet portal, the sanctions imposed for infractions to this Law or to the provisions emanating from it, for which they must indicate:

(4) I. The name, denomination, or corporate name of the infringer;

(4) II. The legal provision infringed, the type of sanction imposed, amount or term, as applicable, the infringing conduct, and

(4) III. The status of the resolution, indicating whether it is final or if it is susceptible to being challenged and in the latter case if any defense mechanism has been filed and its type, when there is knowledge of such circumstance having been duly notified by the competent authority.

(4) In any case, if the imposed sanction is left without effect by some competent authority, such circumstance must also be published.

(4) The information indicated above shall not be considered as reserved or confidential.

(4) Section C

(4) On self-correction programs

(4) Article 86 Bis 3.- Investment funds or persons who provide the services referred to in fractions I to VI of Article 32 of this Law, through their general director or equivalent, and with the opinion of the person or area that exercises the supervision functions of the society itself, may submit to the authorization of the Commission a self-correction program when the society in question, in the carrying out of its activities, or the person or area that exercises the supervision functions as a result of the functions conferred upon it, detects irregularities or non-compliance with what is provided for in this Law and other applicable provisions.

(4) The following may not be the subject of a self-correction program under the terms of this article:

(4) I. Irregularities or non-compliances that are detected by the Commission in the exercise of its inspection and supervision powers, before the presentation by the investment fund or the persons who provide the services referred to in fractions I to VI of Article 32 of this Law, of the respective self-correction program.

(4) It shall be understood that the irregularity was previously detected by the Commission, in the case of supervision powers, when the entity has been notified of the irregularity; in the case of inspection powers, when it has been detected during the course of the inspection visit, or corrected subsequently after a requirement has intervened during the course of the visit;

(4) II. When the contravention to the norm in question corresponds to any of the crimes contemplated in this Law, or

(4) III. When it concerns any of the infractions considered as serious under this Law.

(4) Article 86 Bis 4.- The self-correction programs referred to in Article 86 Bis 3 of this Law shall be subject to the general provisions issued by the Commission. Additionally, they must be signed by the person or area that exercises the supervision functions in the investment fund or in the persons who provide the services referred to in fractions I to VI of Article 32 of this Law, and be presented to the board of directors or equivalent body in the next session following the authorization request presented to the Commission. Likewise, it must contain the irregularities or non-compliances committed, indicating the provisions considered to have been contravened; the circumstances that originated the irregularity or non-compliance committed, as well as indicate the actions adopted or intended to be adopted by the society to correct the irregularity or non-compliance that motivated the program.

(4) In the event that the investment fund or the persons who provide the services referred to in fractions I to VI of Article 32 of this Law require a period to remedy the irregularity or non-compliance committed, the self-correction program must include a detailed calendar of activities to be carried out for that purpose.

(4) If the Commission does not order the society in question to make modifications or corrections to the self-correction program within twenty business days following its presentation, the program shall be deemed authorized in all its terms.

(4) When the Commission orders the investment fund or the persons who provide the services referred to in fractions I to VI of Article 32 of this Law to make modifications or corrections with the purpose that the program adheres to what is established in this article and other applicable provisions, the corresponding society shall have a period of five business days counted from the respective notification to remedy such deficiencies. This period may be extended only once for up to five additional business days, with the authorization of the Commission.

(4) If the deficiencies referred to in the previous paragraph are not remedied, the self-correction program shall be deemed not presented and, consequently, the irregularities or non-compliances committed cannot be the subject of another self-correction program.

(4) Article 86 Bis 5.- During the validity of the self-correction programs authorized by the Commission under Articles 86 Bis 3 and 86 Bis 4 above, it shall abstain from imposing on the investment funds or on the persons who provide the services referred to in fractions I to VI of Article 32 of this Law, the sanctions provided for in this Law, for the irregularities or non-compliances whose correction is contemplated in said programs. Likewise, during such period, the expiration period to impose sanctions shall be interrupted, resuming until it is determined that the irregularities or non-compliances subject to the self-correction program were not remedied.

(4) The person or area that exercises the supervision functions in the investment funds or in the persons who provide the services referred to in fractions I to VI of Article 32 of this Law shall be obliged to follow up on the implementation of the authorized self-correction program and inform of its progress to the board of directors and the general director or equivalent organs or persons of the society as well as to the Commission in the form and terms that it establishes in the general provisions referred to in Article 86 Bis 4 of this Law. The foregoing, independent of the Commission's power to supervise, at any time, the degree of progress and compliance of the self-correction program.

(4) If as a result of the reports of the person or area that exercises the supervision functions in the investment funds or in the persons who provide the services referred to in fractions I to VI of Article 32 of this Law or of the inspection and supervision activities of the Commission, it determines that the irregularities or non-compliances subject to the self-correction program were not remedied within the established period, it shall impose the corresponding sanction increasing the amount of this by up to forty percent, said amount being updateable under applicable tax provisions.

(4) Article 86 Bis 6.- Natural persons and other legal entities subject to the supervision of the Commission may submit to the authorization of the Commission itself a self-correction program when in the carrying out of their activities they detect irregularities or non-compliances with what is provided for in this Law and other applicable provisions, subject to what is provided for in Articles 86 Bis 3 to 86 Bis 5 of this Law, as applicable.

(4) Section D
(4) On the Review Appeal
(3) Article 87.- Those affected by acts issued by the Commission that conclude authorization, registration, suspension, cancellation, and imposition of administrative sanction procedures may defend their interests by filing a review appeal, the filing of which shall be optional.
(3) The review appeal must be filed in writing within fifteen business days following the date on which the notification of the respective act takes effect, and must be presented before the Board of Directors of the Commission, when the act has been issued by said Board or by the president of that same Commission, or before the latter when it concerns acts carried out by other public servants.
(3) The writing through which the review appeal is filed must contain:
(3) I. The name, corporate name, or business name of the appellant; (3) II. Address for hearing and receiving all kinds of citations and notifications; (3) III. The documents with which the personality of the promoter is accredited; (3) IV. The act being appealed and the date of its notification; (3) V. The grievances caused by the act indicated in the preceding subsection IV, and (3) VI. The evidence offered, which must have an immediate and direct relationship with the challenged act. (3) When the appellant fails to comply with any of the requirements referred to in subsections I to VI of this article, the Commission shall warn them, in writing and only once, to remedy the omission within three business days following the date on which the notification of said warning takes effect, and in case the omission is not remedied within the period indicated in this paragraph, said Commission shall consider it not filed. If the evidence is omitted, it shall be considered not offered. (3) The filing of the review appeal shall suspend the effects of the challenged act when it concerns fines. (11) Additionally, against the sanctions imposed by the Bank of Mexico for violations of the provisions included in this Law, the reconsideration appeal shall proceed, under the same terms and conditions provided for in articles 64, 65, and 66 of the Bank of Mexico Law. (4) Article 87 Bis.- The body in charge of resolving the review appeal may:
(4) I. Dismiss it as inadmissible;
(4) II. Discontinue it in the following cases:
(4) a) By express withdrawal by the appellant; (4) b) By the occurrence of a cause of inadmissibility; (4) c) By the cessation of the effects of the challenged act, and (4) d) The others that proceed according to the law; (4) III. Confirm the challenged act;

(4) IV. Revoke the challenged act in whole or in part, and (4) V. Modify or order the reinstatement of the challenged act or dictate or order the issuance of a new one that replaces it.
(4) Administrative acts may not be revoked or modified in the part not challenged by the appellant.
(4) The body in charge of resolving the review appeal must attend to it without the intervention of the public servant of the Commission who has adjudicated the administrative sanction that gave rise to the imposition of the corresponding appeal.
(4) The resolution of the review appeals must be issued within a period not exceeding ninety business days following the date on which the appeal was filed, when it must be resolved by the president of the Commission, nor exceeding one hundred twenty business days when it concerns appeals that are the competence of the Board of Directors.
(4) The Commission must provide mechanisms that avoid conflicts of interest between the area that issues the resolution subject of the appeal and that which resolves it.
(4) Article 87 Bis 1.- The penalties provided for in this Law shall be reduced by one third when it is proven that the damage has been repaired or the harm caused has been compensated.
(4) Section E
(4) On Notifications
(4) Article 87 Bis 2.- Notifications of requirements, ordinary and special inspection visits, precautionary measures, requests for information and documentation, citations, summons, resolutions imposing administrative sanctions or of any act that concludes the procedures for registration, suspension, cancellation, or revocation of authorizations referred to in this Law, as well as acts that deny the authorizations referred to in this Law and the administrative resolutions that apply to the review appeals and requests for forgiveness filed in accordance with applicable laws, may be carried out in the following ways:
(4) I. Personally, as follows:
(4) a) In the offices of the Commission, in accordance with what is provided in article 87 Bis 5 of this Law; (4) b) At the domicile of the interested party or their representative, in terms of what is provided in articles 87 Bis 6 and 87 Bis 9 of this Law, and (4) c) At any place where the interested party or their representative is found, in the circumstances established in article 87 Bis 7 of this Law; (4) II. By official letter delivered by messenger or by certified mail, both with receipt acknowledgment; (4) III. By edicts, in the circumstances indicated in article 87 Bis 10 of this Law, and (4) IV. By electronic means, in the circumstance provided for in article 87 Bis 11 of this Law. (4) Regarding the information and documentation that must be exhibited to the Commission's inspectors under an inspection visit, the provisions of the regulation issued by the Federal Executive, in matters of supervision, under what is established in article 5, first paragraph of the National Banking and Securities Law, shall be observed. (4) Article 87 Bis 3.- Authorizations, revocations of authorizations requested by the interested party or their representative, acts that come from procedures promoted at the request of the interested party, and other acts different from those indicated in article 87 Bis 2 of this Law, may be notified by delivering the official letter in which the corresponding act is stated, in the offices of the authority carrying out the notification, obtaining on a copy of said official letter the signature and name of the person receiving it.

(4) Likewise, the Commission may carry out such notifications by ordinary mail, telegram, fax, email, or messenger when the interested party or their representative requests it in writing indicating the necessary data to receive the notification, leaving a record in the respective file of the date and time it was carried out.
(4) Also, the acts referred to in the first paragraph of this article may be notified by any of the notification forms indicated in article 87 Bis 2 of this Law.
(4) Article 87 Bis 4.- Notifications of investigation visits and the declaration of intervention referred to in this law shall be carried out in a single act and in accordance with what is provided in the regulation referred to in the last paragraph of article 87 Bis 2 of this Law.
(4) Article 87 Bis 5.- Personal notifications may be carried out in the offices of the Commission only when the interested party or their representative goes there and manifests their agreement to receive the notifications; for which the one carrying out the notification shall draw up a duplicate record that complies with the applicable regulation for this type of acts.
(4) Article 87 Bis 6.- Personal notifications may also be carried out with the interested party or with their representative, at the last domicile they had provided to the Commission or at the last domicile they had indicated before the same authority in the administrative procedure in question, for which a record shall be drawn up in the terms referred to in the penultimate paragraph of this article.
(4) In the event that the interested party or their representative is not found at the mentioned domicile, the one carrying out the notification shall deliver a citation to the person attending the diligence, so that the interested party or their representative waits for them at a fixed hour on the next business day, and in such citation, they shall warn the cited person that if they do not appear at the hour and day set, the notification will be carried out with whoever attends or that in case the said domicile is found closed or if they refuse to receive the respective notification, it will be made by instructive notice in accordance with what is provided in article 87 Bis 9 of this Law. The one carrying out the notification shall draw up a record in the terms provided in the penultimate paragraph of this article. (4) The aforementioned citation must be drawn up in duplicate and addressed to the interested party or their representative, indicating the place and date of issuance, the fixed date and hour at which they must wait for the notifier, who must enter their name, position, and signature in said citation, the object of the appearance and the respective warning, as well as the name and signature of the person receiving it. In case the latter does not wish to sign, such circumstance shall be recorded in the citation, without affecting its validity. (4) On the day and hour fixed for the practice of the diligence subject of the citation, the person in charge of carrying out the diligence shall appear at the corresponding domicile, and finding the cited person present, shall proceed to draw up a record in the terms referred to in the penultimate paragraph of this article. (4) In the case where the cited person does not appear, the notification shall be understood with any person who is found at the domicile where the diligence is carried out; for such purposes, a record shall be drawn up in the terms of this article. (4) In all cases, the one carrying out the notification shall draw up a duplicate record in which they shall state, in addition to the circumstances mentioned above, their name, position, and signature, that they ensured they constituted and appeared at the searched domicile, that they notified the interested party, their representative, or the person who attended the diligence, after identification of such persons, the official letter in which the administrative act to be notified is stated, they shall also state the designation of the witnesses, the place, hour, and date in which it is drawn up, identification data of the mentioned official letter, the identification means exhibited, name of the interested party, legal representative, or person who attended the diligence, and of the designated witnesses. If the persons involved refuse to sign or receive the notification record, such circumstance shall be recorded in the record, without this affecting its validity. (4) For the designation of the witnesses, the one carrying out
the notification shall require the interested party, their representative, or the person who attends the diligence to designate them; in case of refusal or if the designated witnesses do not accept the designation, the notifier themselves shall make the designation.

(4) Article 87 Bis 7.- In the event that the person in charge of carrying out the notification searches for the interested party or their representative at the domicile referred to in the first paragraph of article 87 Bis 6 of this Law, and the person with whom the diligence is understood denies that it is the domicile of said interested party or their representative, the one carrying out the diligence shall draw up a record to state such circumstance. Such record must meet, in what is pertinent, the requirements provided in the penultimate paragraph of article 87 Bis 6 of this legal instrument. (4) In the case provided for in this provision, the one carrying out the notification may carry out personal notification at any place where the interested party or their representative is found. For the effects of this notification, the one carrying it out shall draw up a record in which they state that the notified person is of their personal knowledge or has been identified by two witnesses, in addition to entering, in what is pertinent, what is provided in the penultimate paragraph of the cited article 87 Bis 6 of this Law, or to state the diligence before a public notary. (4) Article 87 Bis 8.- Notifications carried out by official letter delivered by messenger or by certified mail, with receipt acknowledgment, shall take effect on the next business day following that which appears as the receipt date in said acknowledgment. (4) Article 87 Bis 9.- In the event that on the day and hour set in the citation left in terms of article 87 Bis 6 of this Law, the one carrying out the notification finds the corresponding domicile closed or the interested party, their representative, or whoever attends the diligence refuses to receive the official letter subject of the notification, they shall make effective the warning indicated in the aforementioned citation. For such purposes, they shall carry out the notification, by instructive notice that they will fix in a visible place of the domicile, attaching the official letter in which the act to be notified is stated, in the presence of two witnesses designated for that effect. (4) The aforementioned instructive notice shall be drawn up in duplicate and addressed to the interested party or their representative. In said instructive notice, the circumstances by which it was necessary to carry out the notification by that means, place and date of issuance; the name, position, and signature of the one drawing up the instructive notice; the name, identification data, and signature of the witnesses; the mention that the one carrying out the notification ensured they constituted and appeared at the searched domicile, and the identification data of the official letter in which the administrative act to be notified is stated, shall be recorded. (4) The instructive notice shall serve as proof of the existence of the acts, facts, or omissions recorded in it. (4) Article 87 Bis 10.- Notifications by edicts shall be carried
out in the event that the interested party has disappeared, has died, their domicile is unknown, or there is impossibility to access it, and they do not have a known representative or domicile in national territory or are abroad without having left a representative. (4) For such purposes, a summary of the respective official letter shall be published three consecutive times in a newspaper of national circulation, without prejudice to the Commission that notifies disseminating the edict on its electronic page on the worldwide network called Internet; indicating that the original official letter is available at the domicile that will also be indicated in said edict. (4) Article 87 Bis 11.- Notifications by electronic means, with receipt acknowledgment, may be carried out as long as the interested party or their representative have expressly accepted or requested it in writing to the Commission through the automated systems and security mechanisms that they establish. (4) Article 87 Bis 12.- Notwithstanding what is provided in this section, if the poorly notified or non-notified person manifests themselves before the tribunal, aware of the provision, before promoting the means of defense that corresponds, the poorly made or omitted notification shall take effect, as if it were made in accordance with the law. In this case, the means of defense that is promoted shall be dismissed outright. (4) Article 87 Bis 13.- For the effects of this Law, the address for hearing and receiving notifications related to acts relative to the performance of their duty as members of the board of directors, general managers, commissioners, directors, managers, officials, executives who occupy the immediate lower hierarchy to the general director, and other persons who can obligate with their signature to the societies regulated by this Law, shall be that of the place where the

society to which they provide their services is located, unless such persons indicate in writing to the Commission a different address, which must be located within national territory.
In the circumstances indicated in the previous paragraph, the notification may be carried out with any person who is found at the cited domicile.
(4) For what is provided in this article, the domicile of the society shall be considered the last one that had been provided before the same Commission or in the administrative procedure in question.
(4) Article 87 Bis 14.- The notifications referred to in this Section shall take effect on the next business day following that:
(4) I. Have been carried out personally;
(4) II. The respective official letter has been delivered in the circumstances provided for in the previous articles 87 Bis 3 and 87 Bis 11; (4) III. The last publication referred to in article 87 Bis 10 of this Law has been carried out, and (4) IV. Has been carried out by ordinary mail, telegram, fax, electronic means, or messenger.
(4) Section F
(4) On Crimes
(8) Article 88.- Persons who carry out acts reserved by this legal instrument in articles 5, 39, 39 Bis, 39 Bis 6, 40, 40 Bis, and 44 to investment funds, investment fund operators, or fund share distributors, as appropriate, without having the corresponding authorization in terms of this Law, shall be sanctioned with imprisonment of five to fifteen years.
(3) The same penalty shall be applied to whoever offers to an indeterminate person to invest in two or more securities of any type on behalf of third parties, through a trust, mandate, commission, or any other legal act, stipulating the obligation to mutualize among the different accounts the gains or losses resulting from such investments. What is provided in this paragraph shall not be applicable to public offerings of securities that comply with what is established in the Securities Market Law and the provisions emanating from it. (8) Article 89.- Persons who hold directive functions, jobs, positions, or commissions in an investment fund, investment fund operating society, or investment advisor that counts with the authorization referred to in article 225 Bis of the Securities Market Law, who dispose of the assets forming the patrimony of the investment fund to which they belong, applying them to purposes different from those foreseen in the information prospectus to the public investor, shall be sanctioned with imprisonment of five to fifteen years. (8) Article 90.- Members of the board of directors, executives, officials, employees, attorneys to celebrate operations with the public, commissioners, or external auditors of an investment fund, investment fund operating society, or investment advisor that counts with the authorization referred to in article 225 Bis of the Securities Market Law, who intentionally:
(3) I. Omit to register in terms of article 76 of this Law, the operations carried out by the investment fund in question, or that through maneuvers alter or allow the records to be altered to hide the true nature of the operations carried out, affecting the composition of assets, liabilities, off-balance sheet accounts, or results, and
II. Register or order that false data be registered in the accounting or provide or allow that false data be included in the documents or reports that must be provided to the Commission.

(8) Article 90 Bis.- Persons who hold any position, mandate, commission, or any other legal title that, for the performance of the activities and operations corresponding to investment fund operating societies, fund share distributing societies, fund share valuing societies, and investment advisors that count with the authorization referred to in article 225 Bis of the Securities Market Law, have been granted to them, shall be considered as officials or employees of said societies, for the effects of the administrative and penal responsibilities established in this Section. (3) Article 91.- Investment fund operating societies and fund share distributors, in terms of the general provisions issued by the Ministry of Finance and Public Credit, after hearing the prior opinion of the Commission, shall be obliged, in addition to complying with the other obligations that apply to them, to:
(2) I. Establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crimes provided for in articles 139 or 148 Bis of the Federal Penal Code or that could be located in the circumstances of article 400 Bis of the same Code, and (1) II. Present to the Ministry of Finance and Public Credit, through the Commission, reports on:
(1) a. The acts, operations, and services they carry out with their clients and users, relative to the preceding subsection, and (1) b. Any act, operation, or service, that could be located in the circumstance provided for in subsection I of this article or that, in its case, could contravene or violate the adequate application of the provisions indicated in the same, that is carried out or in which any member of the board of directors, administrator, executive, official, employee, or attorney is involved. (3) The reports referred to in subsection II of this article, in accordance with the general provisions provided in the same, shall be drawn up and presented taking into consideration, at least, the modalities referred to in said provisions for that effect; the characteristics that the acts, operations, and services referred to in this article must meet to be reported, taking into account their amounts, frequency, and nature, the monetary and financial instruments with which they are carried out, and the commercial and stock practices observed in the markets where they are carried out; as well as the periodicity and the systems through which the information must be transmitted. The reports must refer at least to operations defined as relevant, internally worrying, and unusual. (3) Likewise, the Ministry of Finance and Public Credit in the cited general provisions shall issue guidelines on the procedure and criteria that investment fund operating societies and fund share distributors must observe regarding:
(1) a. The adequate knowledge of their clients and users, for which they must consider the background, specific conditions, economic or professional activity, and the markets in which they operate; (1) b. The information and documentation that said societies and distributors must collect for the opening of accounts or celebration of contracts relative to the operations and services they provide and that fully accredit the identity of their clients; (1) c. The way in which said institutions and societies and distributors must safeguard and guarantee the security of the information and documentation relative to the identification of their clients and users or who have been so, as well as that of those acts, operations, and services reported in accordance with this article, and (1) d. The terms to provide internal training within the societies and distributors on the subject matter of this article. The general provisions referred to in this article shall indicate the terms for their due compliance.

(4) e. The use of automated systems that assist in compliance with the measures and procedures established in the general provisions referred to in this article.
(4) f. The establishment of those internal structures that must function as compliance areas within each investment fund operating company, investment fund share distributor, and, where applicable, investment funds.
(3) Investment fund operating companies and investment fund share distributors shall preserve, for at least ten years, the information and documentation referred to in subsection c) of the preceding paragraph, without prejudice to what is established in this or other applicable laws.
(3) The Ministry of Finance and Public Credit shall be empowered to request and obtain, through the Commission, information and documentation related to the acts, operations, and services referred to in fraction II of this article. Investment fund operating companies and investment fund share distributors are obligated to provide such information and documentation related to the acts, operations, and services referred to in this article. The Ministry of Finance and Public Credit shall be empowered to obtain additional information from other persons for the same purpose and to provide information to competent authorities. (4) Investment fund operating companies and investment fund share distributors shall immediately suspend the performance of acts, operations, or services with clients or users that the Ministry of Finance and Public Credit informs them of through a list of blocked persons, which shall be confidential. The list of blocked persons is intended to prevent and detect acts, omissions, or operations that could fall under the circumstances provided for in the articles referred to in fraction I of this article. (4) The obligation to suspend referred to in the preceding paragraph shall cease to have effect when the Ministry of Finance and Public Credit removes the client or user in question from the list of blocked persons. (4) The Ministry of Finance and Public Credit shall establish, in the general provisions referred to in this article, the parameters for determining the inclusion or removal of persons from the list of blocked persons. (1) Compliance with the obligations indicated in this article shall not constitute a violation of anything established in Article 55 of this Law. (3) The general provisions referred to in this article shall be observed by investment fund operating companies and investment fund share distributors, as well as by members of the board of directors, administrators, executives, officials, employees, and attorneys-in-fact thereof; therefore, both the entities and the persons mentioned shall be responsible for the strict compliance with the obligations established through such provisions. (3) Violation of the provisions referred to in this article shall be sanctioned by the Commission in accordance with the procedure provided for in Article 84 of this Law, with a fine equivalent to 10% to 100% of the amount of the act, operation, or service carried out with a client or user who has been informed that they are on the list of blocked persons referred to in this article; with a fine equivalent to 10% to 100% of the unusual operation not reported or of the series of related operations of the same client or user, which should have been reported as unusual operations; regarding relevant, concerning operations not reported, as well as non-compliance with any of subsections a., b., c. or e. of the third paragraph of this article, a fine of 20,000 to 100,000 days of salary shall be imposed, and in other cases of
non-compliance with this provision and the provisions emanating from it, a fine of 3,000 to 30,000 days of salary. (3) The aforementioned fines may be imposed, both on investment fund operating companies, investment fund share distributors, as well as on members of the board of directors, administrators, executives, officials, employees, and attorneys-in-fact thereof, as well as on natural and legal persons who, by reason of their acts, cause or intervene so that such financial entities incur in irregularity or are held responsible for the same. Without prejudice to the foregoing, the Commission, taking into account the circumstances of each case, may proceed in accordance with what is provided for in Article 80 of this Law. (3) Public servants of the Ministry of Finance and Public Credit and of the Commission, investment fund operating companies and investment fund share distributors, their members of the board of directors, administrators, executives, officials, employees, and attorneys-in-fact, shall refrain from giving notice of the reports and other documentation and information referred to in this article to persons or authorities other than those expressly authorized by the relevant laws to request, receive, or preserve such documentation and information. Violation of these obligations shall be sanctioned in accordance with the terms of the corresponding laws. (3) Article 92.- The crimes provided for in this Law shall only be prosecuted at the request of the Ministry of Finance and Public Credit, prior opinion of the Commission, or by complaint of the victim or the holder of the account in question. (3) The Commission may refrain from issuing the opinion referred to in this article, when it concerns crimes in which the damages and losses caused do not exceed 25,000 days of the general minimum daily wage in effect for the Federal District, provided that the damage has been repaired and the loss compensated to the victim or offended party, without any act of authority having intervened; that it concerns facts in which persons participate who have not previously been related to illicit acts affecting the financial system; that it does not concern a serious crime in terms of Article 194 of the Federal Code of Criminal Procedures, and that in the judgment of the Commission the probable responsible parties had effectively collaborated, providing truthful information for the respective investigation. (3) In matters where the Commission has refrained from issuing the opinion referred to in the first paragraph of this article, it shall inform the Ministry of Finance and Public Credit of its determination. (3) Article 93.- The crimes provided for in this Law only admit intentional commission. The penal action in the crimes referred to in this Law shall prescribe in three years counted from the day the Ministry of Finance and Public Credit or person with legal interest has knowledge of the crime and the probable responsible party, and if they do not
have that knowledge, in five years which shall be computed according to the rules established in Article 102 of the Federal Penal Code. Once the requirement of procedibility is met, the prescription shall continue to run according to the rules of the Federal Penal Code. (3) The penalties provided for in this Law shall be reduced by one third when it is proven that the damage has been repaired or the loss caused has been compensated. (3) In matters not contemplated in this Law regarding crimes, the provisions of the Federal Penal Code and Federal Code of Criminal Procedures shall apply. (4) Sixth Chapter (4) Common Provisions
Article 94.- Unless another term is established in specific provisions, this term shall not exceed four months for administrative authorities to resolve what corresponds. Upon expiration of the applicable term, resolutions shall be understood as negative to the petitioner, unless the applicable provisions provide otherwise. At the request of the interested party, a certificate of such circumstance shall be issued within two business days following the presentation of the respective application to the competent authority that must resolve, in accordance with the internal regulations or respective delegation agreement; the same certificate shall be issued when specific provisions provide that upon expiration of the applicable term the resolution should be understood as positive. If the mentioned certificate is not issued within the cited term, the applicable responsibility shall be imposed, if any.
(3) The presentation requirements and terms, as well as other relevant information applicable to promotions made by investment funds, investment fund operating companies, and distributing and valuation companies of investment fund shares, shall be specified in general provisions.
When the initial writing does not contain the data or does not meet the requirements provided for in the applicable provisions, the authority shall notify the interested party, in writing and only once, to cure the omission within a term that shall not be less than ten business days. Unless another term is established in specific provisions, such notification shall be made no later than within half of the authority's response term and when this is not express, within twenty business days following the presentation of the initial writing. Upon notification of the notification, the term for administrative authorities to resolve shall be suspended and shall resume from the next business day following that on which the interested party responds. In the event that the notification is not addressed within the specified term, the authorities shall dismiss the initial writing. If the authorities do not make the information request within the corresponding term, they cannot reject the initial writing for incompleteness. Unless expressly provided otherwise, the terms for authorities to respond shall begin to run on the next business day following the presentation of the corresponding writing. (3) Article 95.- The term referred to in the previous article shall not be applicable to promotions where, by express provision of this Law, administrative authorities must hear the opinion of other authorities, in addition to those related to authorizations regarding the constitution of investment fund operating companies and distributing and valuation companies of investment fund shares. In these cases, the term for administrative authorities to resolve what corresponds shall not exceed eight months, with the other rules referred to in Article 94 of this Law being applicable.
Article 96.- Competent administrative authorities, at the request of the interested party, may extend the terms established in this Law, provided that such extension does not exceed in any case half of the term originally provided for in the applicable provisions, when the matter so requires and they do not have knowledge that third parties' rights are prejudiced.
Article 97.- The provisions established in Articles 94 to 96 shall not apply to administrative authorities in the exercise of their supervision, inspection, and surveillance attributes.
TRANSITIONAL PROVISIONS
(Decree by which the Investment Companies Law of April 28, 2001 is issued, published in the Official Gazette of the Federation on June 4, 2001) FIRST.- This Decree by which the Investment Companies Law is issued, shall enter into force six months after the date of its publication in the Official Gazette of the Federation, with the exception of Articles 61 and the sixth transitional provision, whose validity shall begin from the respective publication, for the purposes established in the latter article. What is provided for in Articles 94 to 97 shall enter into force on January 1, 2002. SECOND.- Upon the entry into force of this Decree, the Investment Companies Law published in the Official Gazette of the Federation on January 14, 1985, is repealed, and subsections m) and n) of Article 7 of the Foreign Investment Law are abrogated. THIRD.- Investment companies that have divided their fixed capital into two or more classes of shares, shall have a term of six months counted from the date of publication of this Decree, to convert said shares into a single share series, without requiring shareholder assembly agreement for this purpose, as well as to carry out the respective exchange as follows:
I. The exchange shall be formalized at the request made by the investment company, to the institution for the deposit of securities in which the shares subject to the exchange are kept deposited;
II. The shares resulting from the exchange shall represent the same participation in paid-up capital as the exchanged shares;
III. No exchange of shares shall be considered for purposes of the Income Tax Law, provided that the exchange referred to in this article does not imply a change in the holder of the shares, and
IV. For purposes of the preceding fraction, the average cost of the shares resulting from the exchange shall be that corresponding to the exchanged shares.
FOURTH.- Investment companies, operating companies of investment companies, and valuation companies previously authorized, shall comply with what is established in this Decree, once its validity begins.
Investment companies that, upon the entry into force of this Decree, make modifications to their prospectuses for public investors, in order to adjust to what is provided for in Article 9 of the Investment Companies Law issued by means of this Decree, may make such modifications known, through their operating company or the persons providing them with share distribution services and through mass media, without needing to comply with any other formality. FIFTH.- While the National Banking and Securities Commission issues the general provisions referred to in the Investment Companies Law issued by means of this Decree, those issued prior to the entry into force of this Decree shall continue to apply. SIXTH.- The appointments of councilors, general director, and executives with the immediate hierarchy inferior to that of the latter, of investment companies and operating companies of investment companies, that on the date of publication in the Official Gazette of the Federation of this Decree, are in the process of approval by the Board of Directors of the National Banking and Securities Commission, shall be subject to what is provided for in Article 61 of the Investment Companies Law issued by means of this Decree, with those companies having a term of thirty business days from said date, to manifest to the said Commission that they have carried out the verification referred to in said article. Mexico, D.F., April 28, 2001.- Sen. Enrique Jackson Ramírez, President.- Dip. Ricardo Francisco García Cervantes, President.- Sen. Yolanda González Hernández, Secretary.- Dip. Manuel Medellín Milán, Secretary.- Signatures. In compliance with what is provided for in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree at the residence of the Federal Executive Power, in Mexico City, Federal District, on the thirty-first day of the month of May of two thousand one.- Vicente Fox Quesada.- Signature.- The Secretary of the Interior, Santiago Creel Miranda.- Signature. TRANSITIONAL PROVISION (Decree by which various provisions of the Credit Institutions Law; the Popular Savings and Credit Law; the Retirement Savings Systems Law; the Federal Credit Institutions Guarantee Law; the General Law of Insurance and Mutual Societies; the Securities Market Law; the Investment Companies Law; and the General Law of Organizations and Auxiliary Credit Activities of December 28, 2003, published in the Official Gazette of the Federation on January 28, 2004) UNIQUE.- This Decree shall enter into force the day following its publication in the Official Gazette of the Federation.

Mexico, D.F., December 28, 2003.- Sen. Enrique Jackson Ramírez, President.- Dip. Juan de Dios Castro Lozano, President.- Sen. Sara I. Castellanos Cortés, Secretary.- Dip. Ma. de Jesús Aguirre Maldonado, Secretary.- Signatures.
In compliance with what is provided for in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree at the Residence of the Federal Executive Power, in Mexico City, Federal District, on the twenty-second day of the month of January of two thousand four.- Vicente Fox Quesada.- Signature.- The Secretary of the Interior, Santiago Creel Miranda.- Signature. TRANSITIONAL PROVISIONS (Decree by which various provisions of the Federal Penal Code; the Federal Code of Criminal Procedures; the Federal Law against Organized Crime; the Credit Institutions Law; the Popular Savings and Credit Law; the Retirement Savings Systems Law; the Investment Companies Law; the Securities Market Law; the Federal Credit Institutions Guarantee Law; the General Law of Insurance and Mutual Societies; and the General Law of Organizations and Auxiliary Credit Activities, published in the Official Gazette of the Federation on June 28, 2007) FIRST.- This Decree shall enter into force the day following its publication in the Official Gazette of the Federation. SECOND.- To persons who have committed a crime contemplated in this Decree prior to its entry into force, the provisions of the Federal Penal Code in effect at the time of its commission shall be applicable. Mexico, D.F., April 26, 2007.- Dip. Jorge Zermeño Infante, President.- Sen. Manlio Fabio Beltrones Rivera, President.- Dip. Antonio Xavier Lopez Adame, Secretary.- Sen. Renán Cleominio Zoreda Novelo, Secretary.- Signatures. In compliance with what is provided for in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree at the Residence of the Federal Executive Power, in Mexico City, Federal District, on June twenty-six of two thousand seven.- Felipe de Jesús Calderón Hinojosa.- Signature.- The Secretary of the Interior, Francisco Javier Ramírez Acuña.- Signature. INVESTMENT FUNDS
ARTICLE THIRTY-SIXTH.- The denomination of the Investment Companies Law is REFORMED to remain as “Investment Fund Law” and Articles 1, first paragraph; 2; 3, second paragraph; 5; 6; 7, first and last paragraphs; 8; 9, first paragraph, fractions I, V, VII and VIII, and second and third paragraphs; 10 to 14; 15, first paragraph, fractions I to IV, and second to fifth paragraphs; 16, first paragraph; 17; 18, first paragraph, fractions II and IV; 21 to 31; 32, first paragraph, fractions I to IV and VI to VIII, and second paragraph; 33, first paragraph; 34 to 37; 38; 39, fractions I and II, as well as second and current third paragraphs; 40 to 55; 56, second and last paragraphs; 58; 59; 60, first paragraph; 61, first paragraph and fourth paragraph fraction I; 62 fraction I; 63, first paragraph; 65, last paragraph; 66; 68 to 70; 72 to 74; 75, first paragraph; 76, first paragraph; 77; 78; 79; 80, first paragraph, second paragraph fractions I to VIII and X to XIV, and penultimate paragraph; 81; 82, first paragraph, fractions I, first paragraph, III, V, VI and VII; 83, first paragraph, fractions III and V to VII; 84, first and second paragraphs; 85, 86, fractions I and III to XIII; 87 to 89; 90, first paragraph and fraction I; 91, first, second, third, fourth, fifth and seventh to tenth paragraphs; 92; 93; 94, second paragraph and 95, are ADDED a Title I to be called “Preliminary Provisions” with a Single Chapter that will comprise Articles 1 to 7; a Title II to be called “On investment funds” with Chapter First to be called “On constitution” that will comprise Articles 8 to 9; with Chapter Second to be called “On organization” that will comprise Articles 10 to 14; with Chapter Third to be called “On social capital and shareholders' rights” that will comprise Articles 14 Bis to 14 Bis 3 with Chapter Fourth to be called “On merger and spin-off” that will comprise Articles 14 Bis 4 to 14

Articles 8, with Chapter Five to be named "On Dissolution, Liquidation and Commercial Bankruptcy" which will comprise Articles 14 Bis 9 to 14 Bis 17; with Chapter Six to be named "On the Operation of Investment Funds" which will comprise Articles 15 to 21; with Chapter Seven to be named "On Variable Income Investment Funds" which will comprise Articles 22 and 23; with Chapter Eight to be named "On Investment Funds in Debt Instruments" which will comprise Articles 24 and 25; with Chapter Nine to be named "On Capital Investment Funds" which will comprise Articles 26 to 29; with Chapter Ten to be named "On Limited Object Investment Funds" which will comprise Articles 30 and 31; a Title III to be named "On the Provision of Services to Investment Funds" with Chapter One to be named "Generalities" which will comprise Articles 32 to 38; with Chapter Two to be named "On Asset Administration" which will comprise Articles 39 to 39 Bis 5; with Chapter Three to be named "On Distribution" which will comprise Articles 40 to 43; with Chapter Four to be named "On Valuation" which will comprise Articles 44 to 47; with Chapter Five to be named "On Rating" which will comprise Article 48; with Chapter Six to be named "On Price Provision" which will comprise Articles 49 and 50; with Chapter Seven to be named "On Deposit and Custody" which will comprise Article 51; with Chapter Eight to be named "On Administrative Services" which will comprise Article 51 Bis, with Chapter Nine to be named "On Fiduciary Services" which will comprise from Article 51 Bis 1 to 51 Bis 8; a Title IV to be named "Final Provisions" with Chapter One to be named "General Provisions" which will comprise Articles 52 to 61 Bis; with Chapter Two to be named "On Subsidiaries of Foreign Financial Institutions" which will comprise Articles 62 to 75; with Chapter Three to be named "On Accounting, Inspection and Surveillance" which will comprise Articles 76 to 81 Bis; with Chapter Four to be named "On Merger and Spin-off" which will comprise Articles 81 Bis 1 to 81 Bis 3; with Chapter Five to be named "On Revocation and Administrative Procedures" with Section I to be named "On Revocation" which will comprise Articles 81 Bis 4 to 83 Bis 5, as well as with Section II to be named "On Administrative Procedures" which includes Subsection A, to be named "Preliminary Provisions" which will comprise Articles 84 to 84 Bis 1, Subsection B to be named "On the Imposition of Administrative Sanctions" which will comprise Articles 85 to 86 Bis 2, Subsection C to be named "On Self-Correction Programs" which will comprise Articles 86 Bis 3 to 86 Bis 6, Subsection D to be named "On the Review Appeal" which will comprise Articles 87 to 87 Bis 1, Subsection E to be named "On Notifications" which will comprise Articles 87 Bis 2 to 87 Bis 14, and Subsection F to be named "On Crimes" which will comprise Articles 88 to 93; with Chapter Six to be named "Common Provisions" which will comprise Articles 94 to 97; Articles 3, with
a final paragraph; 5 Bis; 8 Bis; 8 Bis 1; 9, with fractions IX to XV and with paragraphs fourth to seventh; 14 Bis to 14 Bis 17; 32, with the penultimate and final paragraphs; 33, with a fourth paragraph, shifting the current fourth paragraph in order to become the fifth paragraph, as well as paragraphs sixth and seventh; 34 Bis to 34 Bis 5; 37 Bis; 39, with fractions III and IV, paragraphs third and fourth, shifting the paragraphs of said article in order and as appropriate; 39 Bis to 39 Bis 5; 40 Bis to 40 Bis 4; 47 Bis to 47 Bis 3; 51 Bis; 55 Bis to 55 Bis 2; 56 Bis and 56 Bis 1; 61 with a final paragraph; 61 Bis; 77 Bis; 77 Bis 1; 79 Bis; 80 Bis; 80 Bis 1; 81 Bis to 81 Bis 4; 82, with fractions VIII and IX; 82 Bis; 83, with fractions VIII to XI; 83 Bis to 83 Bis 5; 84, with the sixth paragraph which includes fractions I to IV, and eighth, shifting the paragraphs of said article in order and as appropriate; 84 Bis and 84 Bis 1; 86, with fraction XIII shifting the current fraction XIII to be XIV, and a final paragraph; 86 Bis to 86 Bis 6; 87 Bis to 87 Bis 14; 90 Bis; 91, third paragraph with letters e and f and fourth to sixth, shifting the subsequent ones in order; and the current Chapter One named "General Provisions"; Chapter Two named "On Variable Income Investment Companies"; Chapter Three named "On Debt Instrument Investment Companies"; Chapter Four named "On Capital Investment Companies"; Chapter Five named "On Limited Object Investment Companies"; Chapter Six named "On the Provision of Services to Investment Companies" with Sections I to VII; Chapter Seven named "Common Provisions"; Chapter Eight named "On Subsidiaries of Foreign Financial Institutions"; Chapter Nine named "On Accounting, Inspection and Surveillance"; Chapter Ten named "On the Revocation of Authorizations and Sanctions"; Chapter Eleven named "Final Provisions"; Articles 19; 20; 39, final paragraph; 75, second paragraph; 80, final paragraph; 82, fraction II second paragraph and fraction IV; 84, fourth and fifth paragraphs; 86, fraction II of the Investment Companies Law, to read as follows:

Transitional Provisions

(Decree by which various provisions in financial matters are reformed, added to and repealed and the Law to Regulate Financial Groupings is issued, published in the Official Gazette of the Federation on January 10, 2014)

ARTICLE THIRTY-EIGHTH.- In relation to the modifications referred to in Articles Thirty-Sixth and Thirty-Seventh of this Decree, the following shall apply:

I. Investment companies authorized under the legal provisions in force prior to the entry into force of this Decree, will have a period of eighteen months from the entry into force of said Decree to request authorization from the National Banking and Securities Commission for the reform of their corporate bylaws containing the clauses provided for in this Decree applicable to investment funds, regarding the functions of administration, management of business and surveillance of investment funds, as well as shareholders' rights. In the application, said investment companies must attach information about their founding partner indicating the data related to their authorization to constitute themselves as an operator society of investment funds.
Until such time as investment companies obtain authorization for their transformation into investment funds, the provisions in force prior to the entry into force of this Decree will apply to them. The National Banking and Securities Commission will have a period of eighteen months to resolve on the transformation of investment companies into investment funds in accordance with this Decree; said period will be calculated from the date the respective anonymous societies present the corresponding application. The authorization granted by the National Banking and Securities Commission will be understood as made for the transformation of investment companies into investment funds, and in the corresponding letter, the Commission itself must notify the Public Registry of Commerce of those that have been transformed into investment funds, indicating that the latter will not require registration before said Registry, by virtue of what is provided for in the first and second paragraphs of Article 8 Bis added by this Decree. Likewise, it must notify the institutions for the deposit of securities authorized in accordance with the applicable provisions, that the shares of the authorized investment funds will not need to be deposited in a securities deposit institution, in view of the reforms contained in this Decree. When the National Banking and Securities Commission grants its authorization for transformation into investment funds, in terms of this transitional article, to those investment companies that enjoy authorization to operate as such, the latter authorization will become void by operation of law without the need for an express declaration to that effect by the Commission itself. The anonymous societies must deliver to the operator society of investment companies that provides them with asset administration services, the books of the first mentioned society, no later than the day following the obtaining of their authorization to transform into investment funds.

II. Investment funds that have obtained authorization for their transformation in terms of the preceding fraction I, will have a period of six months counted from the notification of such authorization, to notify the National Banking and Securities Commission of the modifications made to their prospectuses for information to the public investor and documents with key information for investment, which contain the adjustments that must be made to said documents in terms of Article 9, fractions I and X to XIV reformed by this Decree. Any other modification to their prospectus for information to the public investor will require prior authorization from the Commission.
The National Banking and Securities Commission may make comments or observations on the referred documentation in order to adjust it to what is provided for by this Decree.

III. Authorizations that have been granted to organize and function as investment companies in accordance with the legal provisions in force prior to the entry into force of this Decree, will become void by operation of law once the periods referred to in the preceding fraction I have concluded, in the event that investment companies do not obtain authorization for their transformation into investment funds or have not requested it.

Companies that do not obtain authorization for their transformation into investment funds or have not presented the corresponding application within the indicated period, will enter, by operation of law, into a state of dissolution and liquidation, without the need for a general shareholders' meeting agreement.
The National Banking and Securities Commission will publish in the Official Gazette of the Federation that the authorizations referred to in this article have become void.

IV. Shareholders of investment companies that, by virtue of the transformation of the companies, do not wish to remain in the same, will have the right to have the company itself acquire all their shares at market price and without the application of any differential, for which they will have a maximum period of thirty business days counted from the date they are notified of the transformation. What is provided in this article will be applicable even in the case of closed investment companies.

V. To the investment funds that have been transformed, the concept of recidivism referred to in Article 84, fraction III, subsection b) contained in this Decree will be applicable, when they have committed violations of the Investment Companies Law during the period covered by the concept of recidivism.

VI. Operator societies of investment companies, societies distributing shares of investment companies and societies valuing shares of investment companies will have a period of one year, counted from the entry into force of this Decree, to comply with what is provided therein.

VII. Individuals who, at the entry into force of this Decree, have authorization to operate in the stock exchange, to carry out operations with the public of advice, promotion, purchase and sale of securities or shares of investment companies, will be understood as accredited, as appropriate, to act in terms of Article 35 of the Investment Companies Law reformed by this Decree, until such time as said authorization remains in force.

VIII. Until the Secretariat of Finance and Public Credit, the National Banking and Securities Commission and the Bank of Mexico issue the general provisions referred to in this Decree, those issued prior to its entry into force will continue to apply insofar as they do not oppose what is provided therein.

IX. Infractions and crimes committed prior to the entry into force date of this Decree, will be sanctioned in accordance with the law in force at the time the said infractions or crimes were committed.
In administrative procedures that are pending, the interested party may opt for their continuation in accordance with the procedure in force at the time of their initiation or for the application of the provisions applicable to administrative procedures stipulated by this Decree.

X. The references that in other Laws, regulations or provisions are made regarding the Investment Companies Law; investment companies; operator societies of investment companies; societies distributing shares of investment companies and societies valuing shares of investment companies, will be understood as made to the Investment Funds Law, investment funds; operator societies of investment funds; societies distributing shares of investment funds, and societies valuing shares of investment funds, respectively.

TRANSITIONAL PROVISION OF THE DECREE
(Decree by which various provisions in financial matters are reformed, added to and repealed and the Law to Regulate Financial Groupings is issued, published in the Official Gazette of the Federation on January 10, 2014)

UNIQUE. This Decree will enter into force the day following its publication in the Official Gazette of the Federation, except for what is provided in ARTICLES TWENTY-FIFTH, fraction I; THIRTY-THIRD, fractions IV and VI; FORTIETH, fractions I and II; and FIFTIETH, fractions I and II, which will enter into force on the dates established in said provisions.
Mexico, D.F., November 26, 2013.- Dep. Ricardo Anaya Cortes, President.- Sen. Raúl Cervantes Andrade, President.- Dep. Javier Orozco Gomez, Secretary.- Sen. María Elena Barrera Tapia, Secretary.- Signatures.
In compliance with what is provided for in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree at the Residence of the Federal Executive Power, in Mexico City, Federal District, on January 9, two thousand fourteen.- Enrique Peña Nieto.- Signature.- The Secretary of the Interior, Miguel Ángel Osorio Chong.- Signature.

Transitory Provisions
(Decree by which various provisions of the Commercial Code, the General Law of Commercial Companies, the Investment Funds Law, the General Law of Securities and Credit Operations, the Federal Law of Fees and the Organic Law of the Federal Public Administration are reformed, added to and repealed, in relation to the Miscellany in Commercial Matters, published in the Official Gazette of the Federation on June 13, 2014)

First. This Decree will enter into force the day following its publication in the Official Gazette of the Federation.

Second. The Secretariat of Economy will have a period of one year counted from the day following the publication of this Decree in the Official Gazette of the Federation, to establish by publication in this medium of diffusion, the electronic system indicated in Articles 50 Bis and 600 of the Commercial Code; Articles 9, 99, 119, 132, 136, 186, 223, 228 Bis, 243, 247 and 251 of the General Law of Commercial Companies; Article 212 of the General Law of Securities and Credit Operations, as well as in fraction XXXI of Article 34 of the Organic Law of the Federal Public Administration.

Third. The provisions provided for in Articles 163, 199 and 201 of the General Law of Commercial Companies, will enter into force, with respect to minority rights, from the tenth business day following the date of publication of this Decree. For this reason, all companies constituted from the aforementioned day must respect the new minority rights in their bylaws.

Mexico, D.F., April 29, 2014.- Sen. Raúl Cervantes Andrade, President.- Dep. José González Morfín, President.- Sen. Rosa Adriana Díaz Lizama, Secretary.- Dep. Angelina Carreño Mijares, Secretary.- Signatures.
In compliance with what is provided for in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree at the Residence of the Federal Executive Power, in Mexico City, Federal District, on June 2, two thousand fourteen.- Enrique Peña Nieto.- Signature.- The Secretary of the Interior, Miguel Ángel Osorio Chong.- Signature.

TRANSITIONAL PROVISION
(Decree by which various provisions of the Securities Market Law and the Investment Funds Law are reformed, added to and repealed, published in the Official Gazette of the Federation on December 28, 2023)

TRANSITIONAL PROVISIONS OF THE INVESTMENT FUNDS LAW

First.- The National Banking and Securities Commission must issue the General Provisions referred to in this Decree within a period not greater than 365 natural days counted from the day following its entry into force.

Second.- The Bank of Mexico must issue the General Provisions referred to in this Decree within a period not greater than 365 natural days counted from the day following its entry into force.

Transitional Provision
Unique.- This Decree will enter into force the day following its publication in the Official Gazette of the Federation.
Mexico City, November 15, 2023.- Sen. Ana Lilia Rivera Rivera, President.- Dep. Marcela Guerra Castillo, President.- Sen. Verónica Noemí Camino Farjat, Secretary.- Dep. Pedro Vázquez González, Secretary.- Signatures.
In compliance with what is provided for in fraction I of Article 89 of the Political Constitution of the United Mexican States, and for its due publication and observance, I issue this Decree at the Residence of the Federal Executive Power, in Mexico City, on December 21, 2023.- Andrés Manuel López Obrador.- Signature.- The Secretary of the Interior, Luisa María Alcalde Luján.- Signature.

TRANSITIONAL PROVISION OF THE DECREE
(Decree by which various financial laws in administrative procedure matters are reformed, added to and repealed, published in the Official Gazette of the Federation on January 24, 2024)

First.- This Decree will enter into force the day following its publication in the Official Gazette of the Federation.

Second.- Sanctioning administrative procedures that, on the date of entry of this Decree, had been initiated, must continue until their conclusion, in accordance with the procedure in force at the time of notification to the alleged infringer.

Third.- Resolutions that put an end to revocation administrative procedures that had been initiated through the notification of the act by which the right to a hearing is granted, prior to the entry into force of this Decree, must continue until their conclusion, in accordance with the procedure in force at the time of notification to the corresponding institution or entity.

Fourth.- The processing and resolution of sanctioning procedures that, on the date of entry of this Decree, had been initiated by the Bank of Mexico will be governed by what is provided for in the Supervision Rules, Self-Correction Programs and Sanctioning Procedure, in force on the same date of entry into force of this Decree.

TRANSITIONAL PROVISION OF THE DECREE
(Decree by which various provisions of various legal instruments are reformed, in matters of regulatory homology relative to the National Code of Civil and Family Procedures published in the Official Gazette of the Federation on November 14, 2025)

First. This Decree will enter into force the day following its publication in the Official Gazette of the Federation.

Second. The application of what is provided for in this Decree will enter into force in each of the federal entities at the same time as the Gradual Application Declaration issued by the Local Congresses for the purpose of the entry into force of the National Code of Civil and Family Procedures, in accordance with the Second Transitional Article of the Decree published in the Official Gazette of the Federation on June 7, 2023.

At the federal level, the application of what is provided for in this Decree will enter into force in accordance with the Gradual Application Declaration that the Chambers of Deputies and Senators that make up the Congress of the Union indistinctly and successively carry out for the National Code of Civil and Family Procedures.

In all cases, upon expiration of the period without the respective Declaration having been issued, the entry into force of what is provided for in this Decree will be automatic from April 1, 2027.

Third. Procedures that are pending at the entry into force of this Decree in accordance with what is provided for in the previous article, will continue their processing with the legislation applicable at the time of their initiation, unless the parties jointly opt for the regulation of the content of the National Code of Civil and Family Procedures.

The accumulation of processes will not proceed when any of them is processed in accordance with the National Code of Civil and Family Procedures and the other process in accordance with an abrogated Code.

Fourth. Article Forty-First of this Decree will remain in force until the Federal Law of Telecommunications and Radio Broadcasting is abrogated, in accordance with what is provided for in the Sixth Transitional Article of the Decree by which the Law in Matters of Telecommunications and Radio Broadcasting is issued and the Federal Law of Telecommunications and Radio Broadcasting is abrogated, published in the Official Gazette of the Federation on July 16, 2025.

EXPLANATORY STATEMENT
(Decree of June 4, 2001)

International experience demonstrates that in the development of financial markets, the participation of institutional investors, such as investment companies, has been one of the most important pillars for their strengthening, with transparency in the administration of resources that the public channels through them being a determining factor. In particular, investment companies have been the channel through which the general public investor has been able to access the securities market directly, enjoying, regardless of the amount of their investments, the advice of professional fund managers and the benefits represented by a diversified investment.

Likewise, investment companies are called upon to play a primordial role in channeling savings in our country. As this sector develops, it will be able to channel an increasing amount of resources toward investment projects, financed through the issuance of debt and equity in the securities market. International experience is clear proof of the capacity of the securities market to become a source of financing as important or more so than that originated in the banking system.

In recent years, a clear conflict of interest has been evident in brokerage firms and credit institutions acting as operating companies of investment companies, in that the Law did not establish barriers to prevent or limit the identity of the members of the board of directors of the investment companies and those of the entities operating them. This lack of independence fosters conflicts in the management of resources entrusted by the public to investment companies, since those who oversee decision-making for their investment also have the responsibility of managing third-party resources that are clients of the brokerage firm or credit institution, as well as the investments they make on their own behalf, in addition to placing securities issued by themselves or third parties. Although independent operating companies of investment companies have emerged in recent years, free from any financial group, the market remains dominated by investment companies administered by brokerage firms or banks that are part of a financial group.

For the above reasons, it is necessary to establish a series of measures aimed at preventing the aforementioned conflict of interest and guaranteeing that resources entrusted to investment companies are managed with the sole objective of obtaining the best returns for the investing public, subject to the level of risk agreed upon by the client and the investment company. Therefore, it is indispensable that whoever is responsible for the administration of said resources, that is, the members of the board of directors of the investment companies, must have as their sole objective to fulfill this mandate.

On the other hand, the development of investment companies has been hindered, to some extent, by the excessive rigidity to which the structure and composition of the portfolio of investment companies has been subject, which has made it impossible to develop investment vehicles that are attractive to a significant sector of the investing public. The problem mentioned has its origin in the legislation applicable to investment companies; therefore, to respond to the requirements of modernity in their operation, it is necessary to flex their investment regime and, in this way, facilitate access for the investing public to a wider range of savings vehicles.

Given the number of modifications required by the current legal framework, it is convenient to propose the formation of a new law that incorporates, in an integral manner, all aspects that contribute to achieving the stated objectives.

The initiative for a new Investment Company Law fundamentally contemplates a change in focus in the regulation of investment companies, centering the activity of the sector on the investment company as the entity that groups the interests of savers, and no longer on the operating companies of investment companies, which simply offer a service, that of asset management, to them. In this way, the new Law establishes corporate governance rules at the level of investment companies that promote the defense of the interests of the public saver. This corporate governance structure is centered on two principles: the composition and obligations of the board of directors of investment companies and the regulation of the services that they must contract.

Investment companies will continue to be organized as joint-stock companies in accordance with the provisions of the General Law of Commercial Companies and special rules contained in the proposed Law, highlighting the integration of the board of directors by a minimum of five and up to fifteen directors. Limiting the number of directors aims to make the board of directors a functional and efficient body in its management. Furthermore, with the aim of holding each director accountable for their role, each owner director will have only one alternate to represent them in case of absence.

Likewise, with the aim of having directors who guarantee that the investment policies carried out have no other purpose than to maximize the return on resources invested in the company according to the risk profile authorized by savers, it is contemplated that at least one-third of the directors be independent of the shareholders of the fixed capital of the investment company, who are commonly persons linked to a financial group. This group of independent directors will be key to the most transcendent decisions of the investment company. Thus, for example, only with the approval of the majority of these can the hiring of persons who provide services to the investment company be authorized, including the operating company of investment companies. In this way, if a financial group decides, through its operating company, to create an investment company, it can only retain the administration of the assets of said company to the extent that, in the opinion of the independent directors of the investment company, it offers good service and does so at competitive prices.

By creating the possibility that an operating company loses the administration of an investment company, even of investment companies founded by it, the draft Law seeks to intensely promote competition among operating companies so that they offer high-quality services at competitive costs.

It will also be required to have the favorable vote of the majority of independent directors for decisions regarding the approval of the code of conduct, the rules to prevent conflicts of interest, and the carrying out of transactions with related persons or entities.

In addition to the above, and without the need for the favorable vote of the majority of the independents, the board of directors must establish the investment and operation policies of the investment companies, dictate measures for the proper observance of the prospectus provided to the investing public, and analyze and evaluate the results of the management of the investment companies.

The other important component for the good corporate governance of investment companies is the subcontracting, with independent third parties, of those activities that, if carried out within the investment company itself, would represent a conflict of interest. This is the case of the valuation and rating of the investment company.

A transparent valuation process for open investment companies, those in which the company itself repurchases from investors the shares representing their share capital when they withdraw their investments, and which are most suitable for receiving the savings of small and medium savers, is fundamental to achieving equity conditions among investors and, therefore, their confidence in investment companies as an attractive alternative to channel savings.

For this reason, it is foreseen that investment companies hire a price provider, a legal entity independent of the investment companies whose sole activity is to value daily the instruments that make up their portfolios. This figure, which was recently incorporated into the market through the issuance of provisions by the National Banking and Securities Commission, has proven extremely useful to homogenize valuation criteria among the various investment companies, giving greater transparency to the determination of the prices at which savers acquire and alienate shares representing the share capital of these companies. It is for this reason that it is now proposed to recognize this figure in Law, which in turn is expected to promote competition among these price providers, improve the quality and reduce the cost of said service.

In the special case of capital companies, in which the majority of their assets are not securities, but shares of companies that do not trade on the securities market, and therefore where price providers are not the appropriate instance for their valuation, the existence of a valuation committee within the investment company itself is foreseen.

With respect to the rating of investment companies, it aims to facilitate the investing public's understanding of the inherent risk in the securities portfolios that each investment company manages, as well as the quality of its administration. As in the case of valuation, the rating of investment companies is required today by the National Banking and Securities Commission, and it is considered convenient to incorporate it into the Law. The rating of investment companies is a service that cannot be provided jointly with any other, so it is foreseen that it be carried out exclusively by authorized securities rating institutions as such by the aforementioned Commission.

There are some other activities that investment companies must carry out as an integral part of their function, which by their nature, it is more efficient for them to contract from specialists who already have adequate organizational structures and experience in the matter, seeking to significantly reduce operating costs and consequently improve investor profitability. Thus, it is foreseen to allow investment companies to contract with third parties the services of asset management, share distribution, deposit and custody thereof, accounting, administration, and others.

Asset management consists of carrying out, on behalf and order of the investment company, the purchase and sale operations of securities that are part of its assets, as well as the management of its investment portfolio. This service may only be provided by operating companies of investment companies that have been approved as such by the National Banking and Securities Commission.

As already mentioned, it is indispensable to achieve that the investment policies of investment companies are carried out with the sole interest of seeking the highest possible return on the resources contributed by savers, subject to the agreed risk level. As already mentioned, for this purpose, it is foreseen that at least one-third of the members of the board of directors of each investment company be independent, and that they be responsible for contracting the services required by the company, among which is asset management. Despite the above, and since said board of directors will delegate daily investment decisions to the operating company, it is equally important to avoid a conflict of interest at the level of the operating company.

It is for this purpose that the draft Law contemplates, unlike what happens today, the prohibition for brokerage firms and credit institutions to act directly as an operating company. If a credit institution or a brokerage firm, due to the comparative advantages it has, intends to provide the asset management service to an investment company, it must form an operating company of investment companies as a subsidiary entity with administration distinct from its own. This separation, which already exists today for the case of retirement fund administrators, will largely avoid situations in which those responsible for carrying out operations on behalf and order of the investment companies have the incentive to benefit with their decisions the entities, officials, or clients related to the financial institution in question, to the detriment of the interests of the investors in the investment companies.

Likewise, seeking to provide operating companies of investment companies with efficient internal control mechanisms, and based on the positive experience of retirement fund administrators, the figure of the regulatory controller is introduced as support to the board of directors of the operator. The regulatory controller will be responsible for establishing procedures to comply with applicable external and internal regulations, proposing to the board of directors the establishment of measures to prevent conflicts of interest and ensure the proper observance of the prospectus of the investment companies to which the operator provides services.

Since investment advisory services should ideally be carried out free of conflicts of interest, and the structure of operating companies seeks precisely that, it is proposed that operating companies may provide such investment advisory services not only to investment companies, but also to other individual and legal investors.

Perhaps the main cause of the low penetration of investment companies in the Mexican economy is the lack of adequate distribution channels, through which the small and medium saver finds mechanisms of easy access to these investment instruments, which in turn allow them to obtain competitive returns regardless of the amount of their investments. The reason why such distribution channels have not been created until today consists of the confluence of the existing prohibition to sell shares of investment companies administered by a third party and the fact that the investment companies with greater market penetration are administered directly by a credit institution or a brokerage firm belonging to a financial group that has a credit institution within its structure. As long as a credit institution has the possibility of capturing resources at the counter paying interest rates several percentage points below interbank interest rates, it, or the brokerage firm belonging to its financial group, will not have incentives to use its branch network to give access to the small saver to investment companies managed by it. Thus, in order to massify the securities market through investment companies, it is indispensable to generate distribution structures that, taking advantage of economies of scale, allow the opening of accounts with relatively small investment amounts.

With this purpose, the draft contemplates breaking with the scheme of exclusive distribution, by an operating company, that exists today, in order to allow the existence of companies whose sole purpose consists of distributing shares of investment companies. This service may be provided by any legal entity authorized for such purpose by the National Banking and Securities Commission, among them, credit institutions, brokerage firms, insurance companies, exchange houses, limited-purpose financial societies, and auxiliary credit organizations.

The above will allow: i) that savers are able to acquire shares of various investment companies administered by different operating companies without it being necessary to celebrate a multitude of contracts; ii) that clients receive consolidated statements showing their investments in investment companies administered by various operating companies; iii) that intermediaries with developed distribution channels and without conflict of interest promote the sale of investment companies among their clientele; iv) that distribution companies create new distribution channels, taking advantage of the advantages offered by new technology in telecommunications and information systems; and, v) that distributors do not incur the cost of organizing and operating their own investment companies, with the purpose of selling said products.

On the other hand, investment companies will be empowered to contract the service of deposit and custody of the securities that make up their assets, as well as the shares representing their share capital, which will be provided, the former, by securities depository institutions, and the latter, by credit institutions, brokerage firms, operating companies of investment companies, and share distribution companies. Likewise, they must contract the corresponding accounting and administrative services, which may be offered by operating companies of investment companies, valuation companies, and independent professionals.

Currently, debt investment companies and common ones only have the possibility of investing in securities that are registered in the National Registry of Securities and Intermediaries. Although there is a wide range of securities within this universe, this restriction certainly imposes some restrictions on the type of products that can be offered under the investment company regime. The above has caused, among other things, that the savings that potentially could have been channeled through investment companies, are channeled through the opening of trusts, with the costs this implies, or are channeled outside the national financial system.

Therefore, the draft Law contemplates the possibility that investment companies can acquire for their investment portfolio values other than those registered in the National Registry of Securities and Intermediaries. This will allow, once approved by the National Banking and Securities Commission or the Bank of Mexico, through general rules, as appropriate, that investment companies can, among others, acquire: i) derivative products, which will facilitate the hedging of their risks and promote their investment in long-term securities; ii) invest in securities denominated in foreign currency issued by either Mexicans or foreigners, which will incentivize the repatriation of capital; and, iii) invest in real estate, which will facilitate the reactivation of the real estate market and promote investment in it.

In the same way, it is foreseen, as in other markets, the possibility that investment companies invest in shares representing the social capital of other investment companies, creating what is known in other markets as "funds of funds." In many cases, this figure is ideal for investors who not only do not wish to be exposed to market risks, but also do not wish to be exposed to the operational risks of the investment companies or operators of the investment companies in question.

The flexibility in the investment regime will also promote the use of the investment company figure, taking advantage of the physical and regulatory infrastructure created, to channel the savings of figures that until now have used trusts for such purposes, such as private pension funds and the own savings of some life insurance products, among others. To achieve this objective, in addition to flexibilizing the investment regime, the individual holding limits per client are also liberalized, always adhering to what is provided in the respective information prospectus.

Consistent with greater openness regarding the type of assets an investment company can acquire, and in accordance with internationally accepted practices, the draft Law emphasizes the need to have an information disclosure regime that allows savers to understand the advantages and inherent risks in acquiring shares of a particular investment company. Specifically, the obligation for the boards of directors of investment companies to include in the information prospectus the necessary information so that the investing public can form, at all times, a reasoned opinion about the type of investment and the inherent risks thereof.

Additionally, and as already mentioned, in order to support decision-making by investors, a regime for rating the portfolio investment risk and the quality of fund administration is established.

As important as investors having all relevant information for decision-making is that such information is accessible in the sense of not requiring specialized knowledge to understand it. That is why the draft Law proposes granting the National Banking and Securities Commission broad powers to dictate, through rules of a general nature, not only those aspects that the information prospectus must contain, but also the manner in which said information is presented, so that it is easily understandable.

In this same sense, the work performed by promoters to inform the investor about the characteristics of the product they are promoting is extremely important. Thus, it is foreseen that the promotion and sale of shares of investment companies must be carried out by persons who have accredited technical and moral capacity, regardless of the entity or company where they carry out such function, in order to increase the conditions of quality in advice to the public investor.

For the organization and functioning of investment companies, the authorization regime is maintained, which would be granted discretionarily, once the requirements established by the Law itself are met, including those of quality and content of the information prospectuses to the public investor and the code of conduct to which the councilors of the investment companies and the persons who will provide them services must adhere, which must be indicated in the respective application, as well as the requirements of experience, capacity, honorability and credit quality that the founding partners, councilors and executives must prove, without prejudice to also accrediting that they meet the minimum capital requirements, among others.

It is proposed to change the name of common investment companies to variable income investment companies, in order to identify more clearly the type of investments they can make. Likewise, the definitions applicable to open and closed investment companies are specified, modalities that different types of investment companies must necessarily adopt, and whose difference lies in the possibility or not of repurchasing or amortizing the shares they issue.

Additionally, a new type of investment company is incorporated, of limited object, whose purpose will be to invest predominantly in assets other than those provided for in the current regulation, thereby providing the ease for new investment and financing alternatives.

Likewise, the power is established for the National Banking and Securities Commission to determine different classifications of investment companies, attending to the criteria of diversification, specialization, liquidity and applicable investment regimes.

With the intention that subsidiary companies of Foreign Financial Institutions that carry out activities in the country are constituted and operate under the same conditions as national ones, the corresponding provisions are homologated and the possibility is foreseen that distributing subsidiary companies can be constituted.

Derived from the growing use of electronic media in all activities, it is necessary to incorporate in the operation of investment companies, the use of these tools for the dissemination of information, the negotiation and realization of operations, as well as for the identification of participants, granting them the same effects that the laws confer on documents, so that consequently, they will have the same probative value.

Finally, seeking to strengthen the sector and its participants, as well as increase the protection of the public investor, some powers are incorporated to the National Banking and Securities Commission to: i) regulate the remuneration regime applicable to investment companies and the contracting of services; ii) carry out inspection visits and, if applicable, intervene in the institutions provided for in this Law; iii) remove, suspend or disqualify councilors, officials, executives, auditors, comptrollers and agents of investment companies and companies that provide them services; and, iv) order the temporary or definitive suspension of the placement or repurchase of shares by investment companies, to protect the interests of investors.

In the same way, it is specified that persons who are responsible for any damage to the detriment of investors must compensate them, regardless of the applicable sanctions.

The typification of crimes and the corresponding sanctions for those who dispose of the society's assets for purposes other than those provided for; for those who omit, alter, conceal or falsify records or information, and the applicable regulation to prevent and, if applicable, sanction money laundering crimes is incorporated.

Likewise, in order for the activities that the proposed project confers on investment companies and other persons who provide them services, the project foresees that such activities be developed only by entities supervised by the National Banking and Securities Commission, establishing for this effect a regime of sanctions for those who carry out such activities without the respective authorization.

For the foregoing and in exercise of the power conferred on the Federal Executive by section I of article 71 of the Political Constitution of the United Mexican States, through that Chamber of Senators, I allow myself to submit to the consideration of the Honorable Congress of the Union the following Initiative of Statement of Reasons

(Decree of January 28, 2004)
The tragic events that, in matters of terrorism, were observed in the world in recent years have increased the concern of the international community on that matter, by recognizing that every country is exposed to being the object or conduit of terrorist acts. In response to this, a large number of States have celebrated various international treaties with the purpose of preventing, repressing and eliminating terrorism in all its forms and manifestations.

Within the actions to eliminate international terrorism, the need has been reiterated to adopt mechanisms to prevent and counteract, through appropriate internal measures, the financing of terrorists and their organizations. Among the main instruments that refer to this need, the International Convention for the Suppression of the Financing of Terrorism and Resolution 1373 adopted by the Security Council of the United Nations on September 28, 2001 can be cited.

On the other hand, a prominent participation of our country in the international effort on the matter has been observed, not only through the subscription and ratification of conventions such as the one cited above, but through the intervention it has had by virtue of its membership, since June 2000, in the intergovernmental group called "Financial Action Task Force on Money Laundering" (FATF). This group -currently integrated by 29 countries and 2 international organizations- had as its initial purpose the development and promotion of policies, both at the national and international level, to combat operations with resources of illicit origin, commonly known as money laundering. Subsequently, in the face of horrendous high-impact global terrorist acts that occurred a few years ago, FATF expanded its mission to include the fight against terrorist financing. Thus, this group adopted a series of international parameters to combat terrorist financing, known as the Eight Special Recommendations which have been accepted as a global parameter of great international recognition.

It should be noted that the Mexican government, as a member of FATF, actively participated in the design and approval of the recommendations referred to above, considering, according to the main international trends, that these measures constitute effective cooperation mechanisms for the prevention and repression of terrorist acts and their criminal organizations.

In the same sense as the international instruments by which the need to avoid terrorist financing is recognized, such as the International Convention for the Suppression of the Financing of Terrorism and Resolution 1373 (2001) of the Security Council of the United Nations, the Eight Special Recommendations of FATF foresee the convenience for financial institutions to report their suspicions about funds that may be related to terrorism.

As a member of the United Nations Organization and the Financial Action Task Force on Money Laundering, our country shares with the international community its concern about the vulnerability of States with respect to terrorist acts. Therefore, it is pertinent to consider of the utmost importance the implementation of mechanisms accepted internationally to prevent money laundering and terrorist financing.

Derived from the above, the Federal Executive in my charge estimates it indispensable to carry out various adjustments to our legal framework in order to adequately implement what is prescribed by the International Convention for the Suppression of the Financing of Terrorism and Resolution 1373 (2001) of the Security Council of the United Nations and comply with the FATF Recommendations referred to above, in order to have the necessary legal tools to actively participate in international cooperation mechanisms that allow avoiding the commission of these offenses.

Investment Company Law.
The Secretariat of Finance and Public Credit is authorized to issue general provisions so that investment company operating societies, societies distributing shares of investment companies and, if applicable, investment companies, establish measures and procedures to prevent and detect acts, omissions or operations that could favor, provide help, aid or cooperation of any kind for the commission of the crime provided for in article 139 of the Federal Penal Code or that could fall under the circumstances of article 400 Bis of the same Code; to present to said Secretariat, through the National Banking and Securities Commission, reports on the acts, operations or services they carry out with their clients and users, as well as reports on the activities carried out by their administrators, executives, officials, employees and agents that could contravene or violate the application of the provisions; to request from said entities information and documentation related to said acts, operations and services.

The provisions must foresee guidelines for the identification and knowledge of clients and users, the cases in which the aforementioned reports apply, amounts, frequency and nature of the acts, operations and services, measures for the safeguarding, conservation and security of information and training in the subject matter of the provisions. It is established that the violation of said provisions will be sanctioned with a fine of up to 100,000 days of minimum wage, such sanction can be imposed both on the entities and on their administrators, executives, officials, employees and agents.

The compliance with these provisions will not imply transgression of article 55 of the Law itself, referring to confidentiality provisions, nor violation of restrictions on information disclosure established by contractual means.

Likewise, the obligation to keep absolute secrecy over the reports, documentation and information related to them is established, for the public servants of the Secretariat, of the National Banking and Securities Commission, as well as for the entities mentioned, and for their administrators, executives, officials, employees and agents, being able to give information only to the authorities expressly empowered in the relative ordinances.

STATEMENT OF REASONS
(Decree of June 28, 2007)
The tragic events that, in matters of terrorism, were observed in the world in recent years have increased the concern of the international community on that matter, by recognizing that every country is exposed to being the object or conduit of terrorist acts. In response to this, a large number of states have celebrated various international treaties with the purpose of preventing, repressing and eliminating terrorism in all its forms and manifestations.

It should be noted that the Mexican Government, as a member of FATF, actively participated in the design and approval of the recommendations referred to above, considering, according to the main international trends, that these measures constitute effective cooperation mechanisms for the prevention and repression of terrorist acts and their criminal organizations.

As a member of the United Nations Organization and the Financial Action Task Force on Money Laundering, our country shares with the international community its concern about the vulnerability of states with respect to terrorist acts. Therefore, it is pertinent to consider of the utmost importance the implementation of mechanisms accepted internationally to prevent money laundering and terrorist financing.

Derived from the above, the Federal Executive in my charge estimates it indispensable to carry out various adjustments to our legal framework in order to adequately implement what is prescribed

by the International Convention for the Suppression of the Financing of Terrorism and Resolution 1373 (2001) of the Security Council of the United Nations and comply with the FATF Recommendations referred to above, in order to have the necessary legal tools to actively participate in international cooperation mechanisms that allow avoiding the commission of these offenses.

Credit Institution Law.
The Secretariat of Finance and Public Credit is authorized to issue general provisions so that credit institutions and limited-object financial societies establish measures and procedures to prevent and detect acts, omissions or operations that could favor, provide help, aid or cooperation of any kind for the commission of the crime provided for in article 139 of the Federal Penal Code or that could fall under the circumstances of article 400 Bis of the same Code; to present to said Secretariat, through the National Banking and Securities Commission, reports on the acts, operations or services they carry out with their clients and users, as well as reports on the activities carried out by their councilors, executives, officials, employees and agents that could contravene or violate the application of the provisions; to request from said entities information and documentation related to said acts, operations and services.

The provisions must foresee guidelines for the identification and knowledge of clients and users, the cases in which the aforementioned reports apply, amounts, frequency and nature of the acts, operations and services, measure for the safeguarding, conservation and security of information and training in the subject matter of the provisions. It is established that the violation of said provisions will be sanctioned with a fine of up to 100,000 days of minimum wage, such sanction can be imposed both on the entities and on their councilors, executives, officials, employees and agents.

The compliance with these provisions will not imply transgression of articles 117 and 118 of the Law itself, referring to bank and fiduciary secrecy, nor violation of restrictions on information disclosure established by contractual means. Likewise, the obligation to keep absolute secrecy over the reports, documentation and information related to them is established, for the public servants of the Secretariat, of the National Banking and Securities Commission, as well as for the entities mentioned, and for their councilors, executives, officials, employees and agents, being able to give information only to the authorities expressly empowered in the relative ordinances.

Popular Savings and Credit Law.
Article 124.
The Secretariat of Finance and Public Credit is authorized to issue general provisions so that cooperative savings and loan societies and popular financial societies establish measures and procedures to prevent and detect acts, omissions or operations that could favor, provide help, aid or cooperation of any kind for the commission of the crime provided for in article 139 of the Federal Penal Code or that could fall under the circumstances of article 400 Bis of the same Code; to present to said Secretariat, through the National Banking and Securities Commission, reports on the acts, operations and services they carry out with their clients and users, as well as reports on the activities carried out by their councilors, executives, officials, employees and agents, as well as, the members of the Supervision Committee, that could contravene or violate the application of the provisions; to request from said entities information and documentation related to said acts, operations and services.

The compliance with these provisions will not imply transgression of article 34 of the Law itself, referring to legal confidentiality provisions. Likewise, the obligation to keep absolute secrecy over the reports, documentation and information related to them is established, for the public servants of the Secretariat, of the National Banking and Securities Commission, as well as for the

entities mentioned, and for their board members, commissioners, executives, officials, employees, and agents, as well as for the members of the Supervisory Committee, being able to provide information only to the authorities expressly empowered in the relevant regulations.

Article 130.

It is established that the violation of the provisions referred to in Article 124 will be sanctioned with a fine of 1,000 to 5,000 minimum daily wages; such sanction may be imposed on both the entities and their board members, commissioners, executives, officials, employees, and agents, as well as on the members of the Supervisory Committee.

Law on Savings Systems for Retirement.

Article 100.

It is established that the violation of the provisions referred to in Article 108 Bis will be sanctioned with a fine of 2,000 to 20,000 minimum daily wages; such sanction may be imposed on both the entities and their board members, executives, officials, employees, and agents.

Article 108 Bis.

The Ministry of Finance and Public Credit is authorized to issue general provisions in order for retirement fund administrators to establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crime provided for in Article 139 of the Federal Penal Code or that could fall under the circumstances of Article 400 Bis of the same Code; to present to said Ministry, through the National Commission of the Retirement Savings System, reports on the acts, operations, or services they carry out with their clients and users, as well as reports on the activities carried out by their board members, executives, officials, employees, and agents that could contravene or undermine the application of the provisions; to request information and documentation from said entities related to such acts, operations, and services.

The provisions must provide guidelines for the identification and knowledge of clients and users, the cases in which the aforementioned reports apply, amounts, frequency, and nature of the acts, operations, and services, measures for the safeguarding, conservation, and security of information, and training in the subject matter of the provisions.

The compliance with these provisions will not imply a breach of the legal obligation of confidentiality.

Likewise, the obligation to keep absolute secrecy regarding the reports, documentation, and information related to them is established, for the public servants of the Ministry, of the National Commission of the Retirement Savings System, as well as for the mentioned entities, and for their board members, executives, officials, employees, and agents, being able to provide information only to the authorities expressly empowered in the relevant regulations.

Federal Law of Surety Institutions.

The Ministry of Finance and Public Credit is authorized to issue general provisions in order for surety institutions and agents to establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crime provided for in Article 139 of the Federal Penal Code or that could fall under the circumstances of Article 400 Bis of the same Code; to present to said Ministry, through the National Commission of Insurance and Surety, reports on the acts, operations, or services they carry out with their clients and users, as well as reports on the activities carried out by their administrators, executives, officials, employees, factors, and agents that could contravene or undermine the application of the provisions; to request information and documentation from them related to such acts, operations, and services.

It is established that the violation of said provisions will be sanctioned with a fine of up to 100,000 minimum daily wages; such sanction may be imposed on both the entities and their administrators, executives, officials, employees, factors, and agents.

The compliance with these provisions will not imply a breach of the legal obligation of confidentiality, nor a violation of the restrictions on information disclosure established by contractual means.

Likewise, the obligation to keep absolute secrecy regarding the reports, documentation, and information related to them is established, for the public servants of the Ministry, of the National Commission of Insurance and Surety, as well as for the mentioned surety entities and agents, and for their administrators, executives, officials, employees, factors, and agents, being able to provide information only to the authorities expressly empowered in the relevant regulations.

General Law of Insurance and Mutual Insurance Institutions and Societies.

The Ministry of Finance and Public Credit is authorized to issue general provisions in order for insurance institutions and mutual insurance societies and insurance agents to establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crime provided for in Article 139 of the Federal Penal Code or that could fall under the circumstances of Article 400 Bis of the same Code; to present to said Ministry, through the National Commission of Insurance and Surety, reports on the acts, operations, or services they carry out with their clients and users, as well as reports on the activities carried out by their administrators, executives, officials, employees, factors, and agents that could contravene or undermine the application of the provisions; to request information and documentation from them related to such acts, operations, and services.

Likewise, the obligation to keep absolute secrecy regarding the reports, documentation, and information related to them is established, for the public servants of the Ministry, of the National Commission of Insurance and Surety, as well as for the mentioned entities, and for their administrators, executives, officials, employees, factors, and agents, being able to provide information only to the authorities expressly empowered in the relevant regulations.

Securities Market Law.

The Ministry of Finance and Public Credit is authorized to issue general provisions in order for brokerage houses and stock specialists to establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crime provided for in Article 139 of the Federal Penal Code or that could fall under the circumstances of Article 400 Bis of the same Code; to present to said Ministry, through the National Banking and Securities Commission, reports on the acts, operations, or services they carry out with their clients and users, as well as reports on the activities carried out by their board members, executives, officials, employees, and agents that could contravene or undermine the application of the provisions; to request information and documentation from said entities related to such acts, operations, and services.

It is established that the violation of said provisions will be sanctioned with a fine of up to 100,000 minimum daily wages; such sanction may be imposed on both the entities and their board members, executives, officials, employees, and agents.

The compliance with these provisions will not imply a breach of Article 25 of this Law, regarding stock secrecy, nor a violation of the restrictions on information disclosure established by contractual means. Likewise, the obligation to keep absolute secrecy regarding the reports, documentation, and information related to them is established, for the public servants of the Ministry, of the National Banking and Securities Commission, as well as for the mentioned entities, and for their administrative board members, executives, officials, employees, and agents, being able to provide information only to the authorities expressly empowered in the relevant regulations.

Law of Investment Companies.

The Ministry of Finance and Public Credit is authorized to issue general provisions in order for, investment company operating societies, investment company share distributing societies, and, where applicable, investment companies, to establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crime provided for in Article 139 of the Federal Penal Code or that could fall under the circumstances of Article 400 Bis of the same Code; to present to said Ministry, through the National Banking and Securities Commission, reports on the acts, operations, or services they carry out with their clients and users, as well as reports on the activities carried out by their administrators, executives, officials, employees, and agents that could contravene or undermine the application of the provisions; to request information and documentation from said entities related to such acts, operations, and services.

The compliance with these provisions will not imply a breach of Article 55 of this Law, regarding confidentiality provisions, nor a violation of the restrictions on information disclosure established by contractual means.

Likewise, the obligation to keep absolute secrecy regarding the reports, documentation, and information related to them is established, for the public servants of the Ministry, of the National Banking and Securities Commission, as well as for the mentioned entities, and for their administrators, executives, officials, employees, and agents, being able to provide information only to the authorities expressly empowered in the relevant regulations.

General Law of Credit Auxiliary Organizations and Activities.

The Ministry of Finance and Public Credit is authorized to issue general provisions in order for credit auxiliary organizations, exchange houses, exchange centers, and money transmitters to establish measures and procedures to prevent and detect acts, omissions, or operations that could favor, provide help, aid, or cooperation of any kind for the commission of the crime provided for in Article 139 of the Federal Penal Code or that could fall under the circumstances of Article 400 Bis of the same Code; to present to said Ministry, through the National Banking and Securities Commission or the Tax Administration Service, as applicable, reports on the acts, operations, or services they carry out with their clients and users, as well as reports on the activities carried out by their administrators, executives, officials, employees, factors, and agents that could contravene or undermine the application of the provisions; to request information and documentation from said entities related to such acts, operations, and services.

Likewise, the obligation to keep absolute secrecy regarding the reports, documentation, and information related to them is established, for the public servants of the Ministry, of the National Banking and Securities Commission, as well as for the mentioned entities, and for their administrators, executives, officials, employees, factors, and agents, being able to provide information only to the authorities expressly empowered in the relevant regulations.

In virtue thereof and based on what is provided by Articles 71, fraction I, and 73, fraction X of the Political Constitution of the United Mexican States, through this Chamber of Senators, I submit to the consideration of the Honorable Congress of the Union the following:

STATEMENT OF MOTIVES
(Published Decree dated January 10, 2014)

The investment company sector in our country has become a relevant financial vehicle in recent years; however, the existing legal framework has constituted a brake on the dynamics required by investment companies, with respect to their efficient functioning and consequent growth, preventing the obtaining of the maximum return potential for their shareholders.

For this reason, the object of this Decree is to propose the innovation and flexibility of the current regime and the necessary improvement of various figures applicable to the sector, including the National Registry of Securities provided for by the Securities Market Law, as well as the homologation of other figures, with those provided for in the rest of the other laws that regulate the Mexican financial system, in order to make the entire financial regulatory framework consistent.

I. New sub-type of anonymous societies

Investment companies have promoted the savings of the general investing public, while investors through these vehicles have accessed the securities market directly, enjoying diversified investment, regardless of the amount.

However, because investment companies have, according to the current Law, a regime that does not allow them to follow the dynamism of the market, both in their constitution and in other corporate processes, this circumstance has prevented greater growth of the sector. In this sense, one of the obstacles has been that investment companies are anonymous societies according to the General Law of Commercial Societies, when in practice, they function as investment portfolios, with a marginal participation of their corporate bodies in the taking of strategic decisions; in this sense, they are investment vehicles whose shareholders do not exercise corporate rights and only enjoy the profits resulting from the investments of the assets that make up their portfolio.

Additionally, to operate as investment companies, all formalities for the constitution of an anonymous society must be followed, assuming the economic and temporal costs that this entails, without being rewarded with benefits for the society or its shareholders.

In addition to the above, there is rigidity to split these financial entities in cases of market volatility or in situations of low liquidity; with this initiative, a flexible and expeditious procedure is provided to split the societies and concentrate in the split societies assets regarding which it was not possible to perform a valuation.

In Mexico, the operation of investment companies does not correspond to the proper nature of the anonymous society, so their functioning has been a challenge that demonstrates the need to propose exceptions to their regime, to adjust it to the needs of the market. This Initiative intends to concretize these requirements and provides for redefinitions of the functions of the corporate bodies of investment companies and, consequently, of the responsibilities of their members.

In this way, this Initiative proposes creating a new sub-type of anonymous society similar to that regime established in the Securities Market Law regarding anonymous stock companies, since the corporate model established in the General Law of Commercial Societies for investment companies has become excessively rigid and obsolete for the needs of the sector.

The new sub-type of anonymous societies that is created collects all those elements that promote the adequate development of the sector and addresses the characteristics of these societies, taking into account international experience and the local operational mechanism observed. Thus, this Initiative preserves the corporate nature of these financial entities, making changes in those aspects that are fundamental for their operation and promotion.

In view of the creation of the described social sub-type, it is consequently proposed to modify the denomination of investment companies to investment funds, except in the case of investment companies specialized in retirement funds, which will continue to observe the current regulations derived from which it is also imperative to change the denomination of the normative body itself.

Now, it is undeniable that corporate processes are decisive for the healthy functioning and transparency of societies, therefore, it is proposed to modernize the corporate structure of investment companies, which may be constituted by a single founding partner, who will be an investment company operating society, in charge of taking decisions that traditionally correspond to the shareholders' meeting; such constitution will be before the National Banking and Securities Commission.

Likewise, the traditional functions of a board of directors will be assigned to the investment company operating societies that provide them with administration services, in view of the fact that under the current legal regime, the operation and management of such investment companies is carried out by the investment company operating societies.

It is worth highlighting that with this Initiative, the shareholders of investment companies will only have patrimonial rights without being able to decide the direction of the society; this will be established, as currently provided, in the information prospectus. With this, the Mexican legal system will recognize what happens in reality since no shareholder of investment companies requires or has exercised corporate rights; their interest in the society lies primarily in the returns generated by the assets in which it invests.

II. Societies that provide services to investment companies

The traditional model that provides that several entities, financial or not, must provide services to investment companies, has proven to be optimal and efficient, which allows the provision of these services to be carried out for the benefit of the society and in order to maximize its value. As mentioned, investment companies have not had a traditional role as anonymous societies, but rather constitute collective investment vehicles for channeling savings and capitalizing interests, and in this sense, that third parties unrelated to the society provide them with different services for the achievement of their object, results on the one hand, in the specialization of these services and on the other, in that third parties assume specific responsibilities. This, undoubtedly, adds added value to investment companies for the benefit and growth of the sector as a whole.

Notwithstanding the above, the legal framework regulating the service providers of investment companies requires modernization, as it currently does not incorporate the best corporate practices

both at the national and international levels. Therefore, this Initiative seeks to update and strengthen the regulation of the corporate bodies of investment company operating societies, investment company share distributing societies, and investment company share valuing societies. These proposals strengthen the corporate governance of the aforementioned financial entities in order to continue preserving the independence and specialization in the provision of their services to investment companies and, at the same time, prioritize the interests of the shareholders of the latter.

The incorporation of duties of loyalty and diligence in other regimes has proven to be an instrument that provides greater protection to the shareholders of the companies in question. The case of investment companies should be no exception, such that considering the experience observed in the implementation of the Securities Market Law, as well as practices in other jurisdictions, it is indispensable to add these duties for the directors of investment company operating societies.

Under the current Investment Companies Law, investment company operating societies may manage securities portfolios on behalf of third parties; however, the legislation is silent regarding the mechanisms, procedures, form, and terms to carry out such activity, leaving a legal gap that must be resolved for the benefit of the market. In order to exploit the experience that investment company operating societies have regarding the administration of investment company assets and channel their efforts to foster operations in the securities market, this Initiative proposes incorporating activities related to the administration of securities portfolios, those norms that result in the benefit and protection of the interests of the saving public, by virtue of which the proposed investment fund operating societies are obliged, both in their acting as fund administrators and as administrators of third-party securities portfolios, to perform their functions free of conflicts of interest and in the interest of the funds or clients; clear rules on the provision of advisory services, as well as the introduction of the concepts of reasonable recommendations and operations, among others.

As an extended practice in financial markets, legal systems have required the participation of independent external auditors to verify the financial statements of entities subject to their review. This allows for objective information regarding the financial situation, liquidity, and stability of the entities for the benefit of their shareholders and the market in general. This Initiative recognizes the figure of the independent external auditor, establishing rules for their participation in investment companies, specifically those of limited object or capital, investment company operating societies, and investment company share distributing societies. It is established that the external auditor must have no relationship with the audited companies beyond the functions inherent to the auditor, thereby generating consistency with the regimes provided in the rest of the laws regulating the Mexican financial system.

In this way, the principles of impartiality and non-existence of conflicts of interest are collected to achieve that the audit process of the financial statements is independent.

Likewise, the powers of the National Banking and Securities Commission regarding the aforementioned independent external auditors are strengthened, in order to require them any kind of information and documentation, conduct inspection visits, require the appearance of partners, representatives, and other employees of the legal entities providing external audit services, and recognize audit norms and procedures that external auditors must observe when issuing opinions regarding the financial statements of the companies in question.

In order to order and make transparent the operation with investment company shares, it is imperative to establish the minimum requirements for the registration of the corresponding orders, which provides legal certainty both to the investment company share distributing societies and to the investors themselves. That is, with this Initiative, it is intended to establish the requirements applicable to the system for the receipt and assignment of orders to carry out operations with investment company shares, in order to give order, certainty, and transparency to the treatment of client instructions.

On the other hand, this Initiative proposes establishing that the shares of investment companies can be distributed by any distributor or entity that provides such services. The foregoing, considering that since the shares of these companies are registered in the National Securities Registry maintained by the National Banking and Securities Commission, they have the quality of being able to be the object of public offering, as well as intermediated in the market and promoted or offered by the aforementioned financial entities. This will allow for greater penetration among investors, resulting in a stronger, developed, and competitive sector.

As a consequence of the sophistication of the investment assets of investment companies, this Initiative seeks to expand the range of entities that can provide deposit and custody services for the aforementioned assets, also specifying the scope and responsibility in the provision of such services.

The Investment Companies Law allows service providers to investment companies to subcontract third parties precisely to provide the services in question. The foregoing, except in the case of investment company operating societies, in which case, and given the great importance of the activity they perform, it is prohibited. Although subcontracting is allowed for the rest of the service providers, there is a legal vacuum regarding liabilities derived from these subcontractings, so, in order to prevent service providers from evading facing or responding for their acts or omissions, even when they have performed their services through a third party, their express liability is established.

III. Homologation of various provisions for the investment company sector

As a consequence of a comprehensive review of the Investment Companies Law, a lack of a series of provisions contained in the rest of the laws regulating the Mexican financial system was detected, putting the investment company sector at a comparative disadvantage. This situation must be addressed to ensure the sound and balanced development of investment companies and their service providers, for the benefit of the shareholders of said companies and the financial system itself.

In view of the foregoing, this Initiative seeks to equip the National Banking and Securities Commission with a multiplicity of powers that allow it to fulfill the mandate conferred by its own Law. Such attributes consist of issuing general provisions in prudential matters, including the power to issue provisions for the preparation of documents with key information for investment decision-making by shareholders, as well as those related to the calculation and disclosure of risks, the historical performance of each class and series of shares, and the level of indebtedness of investment funds. Likewise, powers regarding the suspension of operations to protect markets and the interests of the investing public are added; as well as greater responsibilities in the authorization processes for the organization and functioning of investment company operating societies, investment company share distributing societies, and investment company share valuing societies. At the same time, the supervisory powers that this decentralized body must exercise are strengthened, considering the provisions included in other laws related to the Mexican financial system.

Additionally, the provisions on confidentiality regarding the operations of investment companies and their shareholders are specified, in order to safeguard the interests of these, while also incorporating that other judicial or administrative authorities, in the exercise of their functions, may access this information. All of this, in congruence with the provisions contained in the Credit Institutions Law.

Likewise, in congruence with what is provided in other financial legal instruments, mechanisms for the effective exchange of information both between national and foreign authorities are provided for, as well as including the regime regarding the possibility that foreign governments may participate in the social capital of investment company operating societies, investment company share distributing societies, and investment company share valuing societies.

Finally, some concepts and norms established in other laws related to the Mexican financial system, related to the administrative sanction procedures carried out by the National Banking and Securities Commission, are incorporated, which will impact the sector positively by granting greater legal certainty. Such norms are rules regarding the elements that the Commission itself must take into account for the imposition of sanctions; to increase the amount of fines and incorporate sanctions that will be considered serious; to add the exercise of the power to admonish; to the possibility of disclosing sanctions imposed by said Commission; and to the incorporation of the self-correction programs regime. Such programs will have the purpose of remedying non-compliance with the Law, provided that such conduct is not considered as serious infractions. The foregoing will generate discipline in the markets, thereby reducing administrative sanction procedures regarding those more relevant conduct.

Statement of Reasons
(Decree of June 13, 2014)
I. Objective of the reforms
The modifications contained in this initiative have as their object:
A. Implementation of international best practices to boost competitiveness and productivity at the national level, through the modernization and administrative simplification of the provisions governing commercial activity in our country.
B. Elimination of procedural costs and economic burdens to incentivize the creation of new businesses, the attraction of greater investments, the formalization of existing businesses, and consequently, the creation of greater sources of employment, as well as greater economic spillover.
C. Modernization of the administration and supervision regime of Commercial Companies.
D. Modernization of Public Registries to operate at low cost and be easy to consult.
E. Strengthen the system of movable guarantees with clear and simple norms for the perfection of movable guarantees and the priority among creditors, as well as an effective, prompt, and expeditious procedure for the execution of movable guarantees.
F. Promotion of the financing industry and perfection of credit figures in Mexico so that more Mexican micro, small, and medium-sized enterprises (MSMEs) have access to more credits and under better conditions that can be guaranteed by movable assets.

II. Justification of the reforms:
A. Implementation of international best practices to boost competitiveness and productivity at the national level, through the modernization and administrative simplification of the provisions governing commercial activity in our country.

This initiative encompasses international best practices, as well as guidelines and experience at the global level in commercial and mercantile matters formulated by the World Bank, recognizing that administrative simplification drives and projects the competitiveness of companies, as it allows them to carry out any type of commercial activity in a faster, more efficient, and low-cost manner.

Regarding the various publications that commercial companies must make, the World Bank has indicated that it is more effective to make electronic publications instead of using paper or physical publications, as this way information is available and updated for any person through the internet.

In this order of ideas, the World Bank indicates that electronic or internet publications must have the same probative value as those printed on paper; without failing to establish that it is even easier to prevent fraud and alterations in electronic documents than in physical prints.

Mexican laws on the matter, such as the Commercial Code and the General Law of Commercial Companies, establish that merchants are obliged to make publications of their commercial status, summonses for their assemblies, and their financial statements, which besides being unnecessary for the exercise of commercial activity, result in high costs for the merchant, as a publication in a local newspaper can range between 5 and 20 thousand pesos, depending on the media.

According to data from the Ministry of Economy, in our country there are approximately 5 million companies, of which 99.8 percent are micro, small, and medium-sized enterprises, to which this type of publications to which they are obliged by law, are harmful to their finances, directly impacting competitiveness and growth. For this type of companies, it is extremely costly to make the publications and doing so generates costs that necessarily impact their economy, so in many cases they are not performed.

This initiative proposes the repeal, among other provisions, of fraction I of article 16 of the Commercial Code, which establishes the obligation for merchants to publish their commercial status through a newspaper, as well as fractions I and II of article 17, since commercial companies have the obligation to register in the Public Registry of Commerce or otherwise they will be considered irregular, and natural persons are registered ex officio upon registering any document, making this publicity requirement unnecessary, as it is done in two different media. It is worth noting that non-compliance with the aforementioned lacks sanction and the lack of utility of said provision causes merchants to violate it.

Likewise, through this initiative, it proposes eliminating various publications that, under the terms of the General Law of Commercial Companies, Mexican companies must make, such as in the case of acquisition of shares to amortize them, summonses for general assemblies, reductions of social capital, balances, resolutions of merger, agreements on partial distribution, general balances, etc.

In order to simplify commercial activity, and in accordance with international best practices, the World Bank indicates that through the use of electronic media and the internet, it is now completely unnecessary to use newspaper publications and printed paper formats. In this order of ideas, it is viable to create a free electronic bulletin in which it is mandatory to make the publications required by law, granting greater certainty to shareholders and creditors; this bulletin would be in charge of the Ministry of Economy.

This proposal would provide companies with an effective, efficient, and free publicity medium that would especially benefit MSMEs, fostering compliance with the publications that must be made and eliminating those that are unnecessary.

It is important to highlight that Cofemer made an estimated calculation regarding the economic benefits from the elimination and transformation of all these publications, and with which it concluded that there would be a release of economic resources that companies currently allocate, which amounts to 4,969 million pesos, for the concept of financial cost for the fees that are paid to make the publications currently.

In another order of ideas, the World Bank has mentioned that international best practices in the matter of Commercial Companies lean towards allowing greater flexibility for the realization and recognition of agreements between shareholders; fostering contractual freedom among them and reducing excessive percentages to exercise minority rights, as is the case in Mexico where our Law establishes percentages well above international standards, which generally consist of between 5 percent and 10 percent of shareholding to be able to exercise minority rights.

In Mexico, regarding minority rights, the commercial legislation on corporate governance was designed many years ago; the current regime is rigid in various corporate aspects, such as the celebration of agreements between shareholders and the organization of corporate bodies, which places the country at a disadvantage to attract investments compared to other countries.

In the face of this problem, this initiative intends to update our regulatory framework reflecting the main corporate governance standards and minority rights protection that exist at the international level.

Article 141 of the LGSM establishes that shares paid in whole or in part through in-kind contributions must remain deposited in the company for two years. Likewise, the cited article provides that if during the time that the shares remain deposited, it appears that the value of the goods is less by twenty-five percent of the value for which they were contributed, the shareholder is obliged to cover the difference to the company.

The object of article 141 of the LGSM is to protect the shareholders of a company against a decrease in the value of their shareholding derived from the payment of shares through an in-kind contribution whose value turns out to be less than contributed by twenty-five percent or more. Although the protection established in article 141 is useful and legitimate, it is not the mandatory imposition by operation of law; as mentioned before, the principle that should govern commercial relations is the free will of the parties; in that sense, if the shareholders of a company wish to assume the risk that the value at which certain goods are contributed in exchange for shares is higher or lower after a certain period, it is considered that the law imposing a limitation is not justified. The current requirement represents a strong burden for those shareholders who make in-kind contributions, as they cannot dispose of their shares within a period of 2 years, for example, pledge them to obtain a credit.

For the foregoing, it is proposed to give the assembly the freedom to flexibly modify this requirement. With this, the will of the shareholders would prevail and simulations such as sales with debt capitalization, which are usually carried out due to the strictness of the current rule of 2 years and 25 percent, would be avoided.

In the matter of agreements between shareholders, the General Law of Commercial Companies (LGSM) contemplates a series of prohibitions that make the action of shareholders rigid by restricting their faculty to agree on the form of conducting the administration of the company; international best practices recognize the autonomy of the will of shareholders and allow the existence of agreements regarding purchase and sale rights and limitations on the right to vote, mainly aimed at maximizing the value of the company without favoring a specific partner or shareholder or group of partners or shareholders.

Currently, by express provision of the LGSM, any agreement that restricts the freedom of vote of shareholders is prohibited.

This provision not only goes against the principle of freedom in the conduct of the company by the shareholders, but also limits the property and decision-making rights of the same.

This initiative seeks to eliminate this restriction in order to allow the issuance of shares with special characteristics related to voting rights, based on the assumption that it will be the companies themselves that, according to their needs, will define the classes and types of shares they wish to issue. This will provide legal certainty to the holders of the titles and to the issuing companies of the same.

In this same order of ideas, the rights of minority partners or shareholders are fundamental to incentivize the diversification of the investor base, especially those who do not participate in the administration of the company.

In this sense, it is important to provide better rights to minority partners and shareholders, as the current percentages are very high and difficult to reach.

The proposal consists of lowering the percentages necessary to exercise civil actions, make summonses, and judicially oppose an assembly.

The minority rights embodied in this Initiative are independent of whether shareholdings have or do not have voting rights, or if this right is restricted, maintaining the guiding principle established in the current LGSM of "one share, one vote".

The proposed reductions contemplate reasonable percentages as they represent one-quarter of the share capital and are justified by the growing degree of fragmentation of share ownership in Mexico, and are consistent with the legislative trend of the most developed countries whose reforms in this regard have been made as a response to direct abuses of minority shareholders' rights that have triggered corporate scandals.

B. Elimination of procedural costs and economic burdens to incentivize the creation of new businesses, attract greater investment, formalize existing businesses, and consequently, create more sources of employment, as well as greater economic spill-over.

Currently, companies can only perform acts and exercise powers provided for in their constitutive deed, and therefore, to carry out any activity other than those contemplated in their corporate purpose, it is necessary to amend the bylaws.

This situation is not consistent with current business practices, as companies can suddenly change their line of business and sometimes require carrying out acts that are not specified within their bylaws. In this sense, companies must modify their bylaws to change their line of business or include new powers, which generates costs for public faith services and time.

This initiative adds the content of Article 4 of the General Law of Commercial Societies to state that commercial societies, by virtue of being such, may perform all commercial acts necessary for the fulfillment of their corporate purpose, except those expressly prohibited by laws and social bylaws.

Through this reform, the free will of the parties to agree on the corporate purpose and the powers or activities that said commercial society will carry out is maintained, but all those activities of a commercial nature required for the fulfillment of the corporate purpose are added by operation of law. With this, the margin of action of companies is expanded and greater flexibility is granted to their operations, without having to constantly reform their bylaws. The foregoing is limited, of course, by restrictions to develop certain activities determined by special laws.

In another vein, this initiative specifies that commercial acts shall be considered as acts of commerce for one of the contracting parties even if the other party is not a merchant nor performs acts of commercial speculation; the foregoing, in view of the fact that the Code of Commerce is clear in establishing the appropriateness of the commercial route for mixed acts, but not for establishing the application of substantive commercial law for the party that does not have a commercial character in those acts.

In this way, greater legal certainty is granted for the application of commercial law to the parties involved in this type of operation, in addition to commercial trials always being more agile and simple than those of a civil nature.

Additionally, in accordance with the reform initiative presented by then Deputy Norma Sánchez Romero, which was approved by the Senate of the Republic on October 26 of last year and whereby, among other issues, the payment of fees for the authorization or change of use of name or corporate denomination established in fractions I and II of Article 25 of the Federal Law of Fees was eliminated, this legislative package includes the elimination of the fees established in fraction XI of said article, which consist of the payment for the late presentation of notices of use or change of corporate denomination or name.

Finally, this initiative proposes modifying the General Law of Commercial Societies in order to update those articles in which reference is made only to notaries, since those powers to perform certain legal acts also correspond to public brokers.

For example, the current Article 5 states that "societies shall be constituted before a notary (...)", so it is proposed to replace the word notary with public authenticator. In this vein, the World Bank has pronounced itself in the sense that legal provisions reformed in this manner will result in better competition and quality in the provision of "public faith" services for all merchants.

C. Modernization of the administration and oversight bodies of commercial societies.

The liability regime in force in the General Law of Commercial Societies requires modernization, so that administrators are liable for damages and losses caused by reason of acts, facts, or omissions generated by reason of their office in favor of the society, exclusively when they have acted in bad faith or with malice.

The society's oversight body is fundamental to guarantee transparent administration and adequate disclosure of information to shareholders. It has been proven that the transparent management of companies promotes higher levels of investment, formality, and employment. Consequently, it is important that Mexican societies adopt best practices in terms of accountability to generate confidence in investors.

The General Law of Commercial Societies confers the oversight function to temporary and revocable commissioners, who may be partners or persons unrelated to the society. Although the figure of the commissioner is adequate, it requires some adjustments to make it more operational and efficient.

Thus, this initiative proposes regulating the handling of conflicts of interest of the persons in charge of overseeing the society, establishing with greater precision the procedure that such persons must follow to notify the existence of the conflict to the administrators.

On the other hand, the obligation of commissioners to "unlimitedly and at any time supervise all operations of the society" (Article 166, fraction IX) is considered excessive and inefficient. It is impossible for a person to unlimitedly and at any time supervise all operations of the Society. Likewise, the provision imposes a very high responsibility and risk on the persons who make up the oversight body. Therefore, a wording more in line with the functions of the commissioner is proposed, establishing that it shall be their obligation to "supervise the management, conduct, and execution of the society's business."

Finally, it is necessary to recognize that oversight functions have tended to become professionalized and fall upon the external auditors of the Society, composed of accounting firms that exercise the functions of commissioner. Thus, in many cases, the auditing function is exercised by the Board of Directors with the assistance of independent auditors. For this reason, it is proposed to legislate, as an alternative to the commissioner, the figure of a committee composed of members of the board of directors who exercise auditing functions, who will be subject to the same rights and obligations provided for in the Law for commissioners. At the same time, societies that adopt this regime must have an independent external auditor, in order to guarantee impartiality and professionalism in the oversight of social operations and in the generation of reliable information for shareholders.

Likewise, this initiative proposes eliminating the last paragraph of Article 7 of the General Law of Commercial Societies which states that "persons who enter into operations on behalf of the society, prior to the registration of the constitutive deed, will incur unlimited and joint liability towards third parties for said operations." The foregoing, in view of the fact that said liability is already regulated with greater clarity in Article 2 of said Law: "those who perform legal acts as representatives or agents of an irregular society will be liable for their compliance towards third parties, subsidiarily, jointly and unlimitedly, without prejudice to the criminal liability incurred, when third parties are harmed."

D. Modernization of public registries to operate at low cost and be easily accessible.

The World Bank points out that the efficiency and modernity of a public registry are obtained mainly through comprehensive information technology programs that concentrate data centrally, avoiding conflicts between local databases.

The Public Trade Registry is an institution designed to make known to the public the situation and relationships of merchants and the content of certain documents, all for the benefit and as protection of good faith in commercial traffic.

Its original character is federal derived from the competence that the Congress of the Union has in matters of commerce and in accordance with what is provided in the Organic Law of the Federal Public Administration, which in its Article 34 fraction XIV, provides that it corresponds to the Secretariat of Economy: "Regulate and Monitor, in accordance with applicable provisions, the provision of the commercial registry service at the federal level, as well as promote and support the adequate functioning of local public registries."

Despite the foregoing, until a few years ago the Public Trade Registry operated as an annex of the Public Property Registry under the States, which caused a heterogeneous service to be provided and different requirements to be requested from individuals depending on the State where the service was carried out. Likewise, there was no federal authority to coordinate it and there were no defined procedures, deadlines, and phases.

As a consequence, in the year 2000 a reform was introduced to the Code of Commerce in order for the Public Trade Registry to be coordinated by the federal authority and function through an computer program by virtue of which the requirements, deadlines, and phases would be homogenized throughout the country.

In this way, it was provided that the registry would have a central database interconnected to the databases of the registries of the state offices, which exist in each federal entity in accordance with what the commercial traffic demands. Now, the central database is fed by the replica that must be made of the databases of the federal entities to it.

As a result of the above, currently there are 269 Public Trade Registry offices in the states, of which 60 do not perform any type of information replication because they are not connected to the central database, therefore the information concentrated in said base is not complete.

In addition, since the Inscription is made in the Public Trade Registry office of the merchant's domicile, to perform a consultation or request a certification it is necessary to do so in person at the registry office where he is registered or before a notary or public broker of the federal entity in question. Likewise, a society may on several occasions modify its domicile and therefore be registered in different offices. This causes there to be no possibility of having a centralized database that allows quick, timely, and effective consultation.

Likewise, we can affirm that it is a trend of international best practices that in legal practice electronic means are used as a tool that contributes to improving institutions and speeding up the procedures that entrepreneurs need to carry out, in addition to the fact that such means shorten distances between participants in commercial activity and allow providing adequate publicity to the acts performed by merchants with the greatest agility and lowest possible cost.

Therefore, the centralization of the Public Trade Registry operated by a computer program would allow consultation in a single database without the need to go to each registry office. The foregoing would convert the Public Trade Registry into a federal, digital registry, with a single central database and would achieve having a registry of easy access, which had the necessary information and with the agility and efficiency required in commercial traffic.

This reform would constitute the next step after the reform of the year 2000 to have a registry procedure in accordance with the needs of merchants that allows adequate consultation of information, eliminating transaction costs both in time and money that are required to go to and consult at each registry office.

It is important to highlight that the power of the federal entities to collect fees related to the Registry is not eliminated, so the revenue collected by the states in this matter would not be affected.

E. Strengthen the system of movable property guarantees with clear and simple norms for the perfection of movable property guarantees and the priority among creditors, as well as an effective, prompt, and expeditious Procedure for the execution of movable property guarantees.

The World Bank has issued recommendations to make movable property guarantee systems more effective under the logic that approximately 40 percent of the interest rate charged on a loan is attributable to legal uncertainty in the collection of loans with or without movable property guarantee. The following recommendations stand out regarding movable property guarantee systems: (a) The loan does not need to have been disbursed for the creditor with movable property guarantee to order its inscription in the registry (b) The inscription will produce priority effects with respect to third parties from its date, (c) The main function of the publicity given by the registry is to provide the most relevant information possible to the potential creditor or buyer of goods in good faith, (d) The description of the movable property guarantee does not include all the terms and conditions of the loan or of the guarantee but only summaries of the loan contract are registered in the form of a registry form, (f) Descriptions can be generic at the choice of the creditor who inscribes, etc.

Currently the Code of Commerce does not specify what a movable property guarantee is nor which of them are inscribable in the Unique Registry of Movable Guarantees, instead, it establishes generically that those constituted in accordance with the Code or other commercial regulations will be susceptible to inscription and provides that the Regulation of the Public Trade Registry will classify the guarantees.

In this order of ideas and in order to give greater legal certainty, it is proposed that the classification of movable property guarantees be specified in the Code of Commerce, which will comprise the pledge without transmission of possession as well as the pledge in refinancing and enabling or supply credits.

In addition to the above and in accordance with the principles of publicity that govern movable property guarantees, it is proposed that the ordinary commercial pledge be inscribed when the pledgee creditor does not maintain possession of the movable assets, as well as retention rights and special privileges only in the case that the creditor does not maintain possession of the movable assets.

Finally and in accordance with the principle of formal publicity, it is proposed to clarify and emphasize that judicial or administrative resolutions falling on movable assets including seizures must be inscribed. Furthermore, a fraction is provided that allows this classification to be non-limitative by establishing that any other acts, encumbrances, or affectations on movable assets of an analogous nature to those expressed above may be inscribed as long as the creditor does not maintain possession of the movable assets.

In another order of ideas, the Public Trade Registry in Mexico since its origins has been a registry with declarative effects (with some exceptional cases, among which we can cite the refinancing credit or enabling or supply), in this way among its main effects is determining priority and effects against third parties, as well as giving adequate publicity to the acts that are inscribed in it.

Consequently, contracts take effect between the parties from the date of their celebration and only those that require their inscription in the Registry will produce effects against third parties from the date and time of their inscription in it.

However, the current wording established in the Code of Commerce causes confusion regarding this and it seems as if it were a registry with constitutive effects. As a result of the above, it is important to adjust the language to avoid erroneous interpretation by clarifying that only those acts whose laws regulate them indicate that they must be inscribed to produce effects against third parties should be inscribed, as well as clearly establishing the principle based on which they take effect between the parties from the moment of their celebration.

In this order of ideas, to reinforce what has been stated above, it is proposed to reform Article 29 of the Code of Commerce, clarifying the priority rule under the principles stated above, thus avoiding harmful confusions for creditors on priority among guarantees that are inscribable against those that do not require any inscription.

Likewise, inscriptions and in general the operations that are carried out in the registry require being agile and at the lowest possible cost, in this order of ideas it was established in the 2009 reform the presumption (unless proof to the contrary) that the grantors of movable property guarantees authorize the inscription of the same in the RUG which constitutes an important paradigm shift. Under this premise, it is important to clarify that the consent of the grantor also covers the operations that can be carried out in the RUG related to the guarantee, such as: modification, rectification, transmission, renewal or cancellation, preventive notice or annotation.

On the other hand, it is proposed to modify references to "inscribable documents" since currently and due to electronic registration, what is inscribed is the act itself, resulting in the correct expression of "inscribable acts", additionally with this expression we would avoid the presumption that in addition to inscribing the legal act, the contract or instrument underlying the inscription should be attached.

In another order of ideas, it is proposed to clarify that financial leasing and Sale with Reservation of Ownership are inscribable in the RUG, thereby avoiding hidden encumbrances that harm third parties in good faith. In addition, it must be inscribed both in the electronic folio of the lessor as well as in that of the lessee, since on the one hand it represents a potential right for other creditors due to the purchase option that the lessee has at the end of the term thereof and on the other hand it is also important to specify that the goods are owned by the lessor.

On the other hand, with the registration of these, it can potentially impact the decision-making of future creditors who could base themselves on the possession of the lessee of the goods as evidence of legitimate title, which is known as the old problem of "ostensible ownership."

Consequently, as stated above and with the objective of not creating hidden encumbrances that cause harm to third parties, it is proposed that guarantee trusts and financial leases as well as rescissory clauses and reservation of ownership that form part of a commercial sales contract be inscribed.

Likewise, it is proposed that financial factoring be inscribed since, in accordance with international practices, it is "registered" in movable property guarantee registries to avoid the costs that would imply notifying each debtor.

Under the principles stated above, the effects of the registration should not be subordinated to the specific mention made in the laws regulating guarantees, since in some laws that do not attribute any effect to the inscription such as Financial Leasing or in some cases do not specifically mention the inscription in the RUG such as Pledge without Transmission of Possession, Refinancing Credit and Enabling or Supply Credit, or the corresponding to a retention right or special privilege whose laws regulating it are silent about its inscription in the RPC and the effects thereof.

In this order of ideas and to reinforce the above, it is proposed that Article 326 of the General Law of Negotiable Instruments and Credit Operations be modified so that it is specified that refinancing or enabling or supply credits must be inscribed in the Single Section of the Unique Registry of Movable Guarantees of the Public Trade Registry. Likewise, the reminiscence made to the Mortgage Registry is eliminated by establishing that in case it has Immovable assets it must also be inscribed in the Public Property Registry corresponding according to the location of the immovable assets affected by the guarantee.

Applying the same principle, it must also be established that the pledge without transmission of possession must be inscribed in the Single Section of the Unique Registry of Movable Guarantees of the Public Trade Registry or in the cases where appropriate according to its nature, to be consistent with what has been described above and with what is provided in the reform to the Code of Commerce of 2009.

Additionally, it is proposed to homogenize the rules between the guarantee trust and the pledge without transmission of possession, since both are movable property guarantees and there is no reason to make distinctions according to the categories of movable assets on which they fall.

The RUG has represented a paradigm shift in the registry procedure since creditors can carry out their inscriptions directly in it, without intervening a registry qualification for it. In this way, in the reform of the year 2009 the responsibility that users had was established

by using the system and in reinforcement of the above, it is a requirement in the Mexican Registry to use the advanced electronic signature in order to carry out any registration, with which we have a system with very high security levels.

Notwithstanding the above, no expedited procedure was established in case a grantor of a guarantee appears as such improperly or, in its case, suffers harm by establishing conditions different in the registration from those contained in the act or contract that gives rise to it, or even if they have fulfilled the guaranteed obligation and yet their registration has not been cancelled.

In this way, it does not have an adequate means of defense to request the modification or cancellation of the registration in the cases described above. The above could cause, among other things, that it could not receive a credit from another creditor who is subject to an ordinary procedure that takes too long for a cancellation that needs to be very agile, following international best practices.

Consequently, it is fundamental to regulate an expedited and agile path to request the cancellation and modification of an inscribed guarantee, as well as to clearly establish that the user who carries out the registration is responsible for carrying out the modification and cancellation of the guarantee.

To this end, it is proposed to add an agile and expedited judicial procedure, both to request the cancellation of an improperly inscribed guarantee, as well as to claim the damages and losses caused by it, and for this it is also important to limit the exceptions that the creditor can oppose.

Finally, in matters of seizure of movable property, it is very important to build a system in which there is adequate publicity not only of the guarantees but also of the seizures that fall on movable property, taking into account the principle of formal publicity already described in the lines above and for them to take effect against third parties, the intention of this initiative is to clarify that seizures on movable property must be registered in the RUG so that every merchant can know all the encumbrances, not only movable guarantees, that affect a certain movable asset.

F. Promotion of the financing industry and Improvement of credit figures in Mexico so that more Mexican micro, small and medium-sized enterprises (MSMEs) have more credits and in better conditions that can be guaranteed through movable assets.

This initiative aims to make significant improvements and important changes within various legal provisions on movable guarantees to reinforce that movable assets will be accepted more widely as guarantees, thus promoting the financing industry so that more Mexican micro, small and medium-sized enterprises (MSMEs) exist. These reforms will help to have more credits and in better conditions.

It is very important that MSMEs have access to credit since they are a fundamental element for the economic development of the country, both for their contribution to employment, as well as for their contribution to Gross Domestic Product, constituting, in the case of Mexico, more than 99 percent of the total economic units of the country, representing around 52 percent of the Gross Domestic Product and contributing to generate more than 70 percent of formal jobs.

The movable guarantee regime established a process to facilitate the granting of credits; however, in practice, financial institutions have encountered some requirements that represent obstacles to the use of this mechanism.

This initiative specifies that checks issued for amounts lower than those established by the Bank of Mexico may be endorsed in blank or to bearer, the above, in virtue of that currently only the blank or bearer endorsement of those checks that are issued in accordance with the guidelines established by the Bank of Mexico is allowed.

This reform seeks to strengthen contractual freedom between debtors and creditors, modifying those provisions whose rigidity, by not admitting pact to the contrary, could hinder the granting of credit or the marketing of the goods granted as guarantees, or could cause the nullity of the guarantee for lack of compliance with some requirement. Currently, for example, the law establishes that the parties will be obliged to agree on the place where the guarantees must be located, the minimum counterconsiderations that the debtor must receive from its counterparty for the sale or transfer of the goods in guarantee, and the characteristics that allow identifying the person or persons to whom the debtor can sell or transfer the goods. The above causes that the lack of any of these clauses can be invoked by any of the parties to claim the nullity of the guarantee.

Likewise, it is pertinent to note that the early maturity of the credit can be to the detriment of both the debtor and the creditor, therefore it is proposed that such early maturity be subject to the agreement between the parties and not be an irrenounceable legal consequence.

On the other hand, it is specified that the alienation of goods subject to a guarantee trust must be in accordance not only with the normal course of the activities of the settlor, but also with what is established in the trust contract, in order not to restrict contractual freedom.

In sum, it seeks to promote the capacity for agreement between creditor and debtor and to flexibilize the provisions to eliminate obstacles to the exercise of the guarantee.

To give the debtor greater payment possibilities, a modification is proposed with the intention that said debtor can make the payment of the debt with other goods and not necessarily with the product of the guarantee.

In this way, the debtor is given greater possibilities to fulfill his payment obligation and the possibility of credit recovery is favored by expressly allowing additional mechanisms for its settlement.

It is proposed to empower the parties to designate an independent and impartial third party to resolve conflicts of interest, since the emergence of controversies is used as an argument to invalidate the trust or to defer the payment of the obligation.

Through the reform, it is proposed to fill a legal gap by establishing that when the parties do not reach an agreement for the designation of the expert who will be in charge of the appraisal of the goods subject to the guarantees, this designation will be made by a judge at the request of any of the parties.

In another order of ideas, e-commerce is widely regulated in our commercial legislation. With the 2000 reform, the title relating to e-commerce was included in the Commercial Code and legal and probative value was granted to data messages. These messages are defined by the law itself as "information generated, sent, received or archived by electronic, optical or any other technology means".

Thus, article 89 Bis of the Commercial Code states that "no legal effects, validity or binding force will be denied to any type of information solely because it is contained in a Data Message". Likewise, article 1205 provides that data messages are admissible as means of proof.

Regarding the regulation of the probative value of data messages, article 1298-A of the Commercial Code states that "to value the probative force of said messages, the reliability of the method in which it has been generated, archived, communicated or preserved will be estimated primarily". However, in cases where the law requires that a document be preserved and presented in its original form, it does not expressly establish how to prove this requirement regarding data messages. This generates problems in practice for the admission of evidence.

The Federal Code of Civil Procedures establishes in its article 210-A that in cases where the law requires that a document be preserved and presented in its original form, this requirement will be satisfied if it is proven that the data message has remained intact and unaltered from the moment it was generated for the first time in its definitive form and this can be accessible for its subsequent consultation. In our opinion this solution is correct and should be applied in virtue of that the Federal Code of Civil Procedures is supplementary to the Commercial Code. However, the lack of express regulation generates problems in practice at the time of the admission of evidence consisting of data messages.

For the above, it is proposed to add an article to the Commercial Code to expressly state that in all commercial trials data messages are recognized as evidence and that their probative value will be governed by what is provided for in article 210-A of the Federal Code of Civil Procedures.

In view of the above, the undersigned federal deputy José Arturo Salinas Garza, of the Parliamentary Group of the National Action Party, submits to the consideration of this honorable Chamber of Deputies the following initiative with project

Decree by which various provisions of the Commercial Code, the General Law of Commercial Companies, the Investment Companies Law, the General Law of Negotiable Instruments and Credit Operations, the Federal Fees Law and the Organic Law of the Federal Public Administration are reformed, added and repealed

STATEMENT OF REASONS
(Decree of May 20, 2021)

The issuance of a Law of the Attorney General's Office is necessary, which aims to establish the integration, functioning and attributes of the Attorney General in a clear and realistic way, as well as the organization of the Public Ministry of the Federation, in accordance with the powers that the Political Constitution of the United Mexican States grants it, organized as an Attorney General's Office as an autonomous public body, endowed with legal personality and its own patrimony.

In this sense, a series of principles that will govern the performance of all public servants of the Attorney General's Office are considered necessary, such as: legality, objectivity, efficiency, professionalism, honesty, respect for human rights, loyalty, impartiality, specialization and gender perspective.

Likewise, we cannot fail to observe the quality of the Public Ministry as a representative of society, through which it corresponds to act as a guarantor of access to justice for all those who, directly or indirectly, have seen their rights and legally protected interests violated.

In this context, it is provided that it will correspond to the Public Ministry of the Federation, representing the interests of society, the investigation and exercise of the criminal action before the courts of the crimes under its jurisdiction, the preparation and exercise of the action of extinction of domain, as well as intervention in all matters that correspond to its constitutional functions.

Thus, in compliance with what is established in the General Constitution, in a question that attends to these circumstances, it is provided that the Public Ministry will exercise the representation of society in a punctual, efficient and effective manner, in all matters that this or other legal provisions establish.

On the other hand, it should be noted that in accordance with the constitutional reform of March 26, 2019, through which the National Guard is recognized as a civil, disciplined and professional public security institution, it is specified in the present project that the collaboration of the National Guard regarding the investigation of crimes will be carried out under the command and direction of the Public Ministry.

Having said the above, it is also necessary to point out that with respect to the duration of the term of the head of the Attorney General's Office, and in accordance with what is provided in article 102, section A, paragraph three of the Political Constitution of the United Mexican States, it is established that its term will be for a period of nine years, and its designation and removal must be carried out in accordance with what is provided in the constitutional text, guaranteeing the principle of gender parity referred to in article 41 of the Constitution.

Now, as for the structure that is intended to be functional for the good dispatch of the matters under the jurisdiction of the Attorney General's Office, its integration is proposed as follows:

I. The Attorney General;
II. The Competence Control Prosecutor's Office;
III. The Regional Control Prosecutor's Office;
IV. The Specialized Prosecutor's Office on Organized Crime;
V. The Specialized Prosecutor's Office on Electoral Crimes;
VI. The Specialized Prosecutor's Office on the Fight against Corruption;
VII. The Specialized Prosecutor's Office on Human Rights;
VIII. The Specialized Prosecutor's Office on Internal Affairs;
IX. Criminal Investigation Agency;
X. General Secretariat;
XI. The Internal Control Body, and
XII. The other units created by legal mandate or determined by the Attorney General in the Organic Statute.

The above is so, with the purpose of having a solid, efficient structure and in accordance with the real needs in matters of justice procurement, which allows to adequately address the criminal phenomenon.

In this order of ideas, a series of powers and obligations corresponding to the head of the Attorney General's Office that are necessary to carry out the activities of the Attorney General in good terms are listed. In this sense, in matters of obligations we can highlight its appearance before any of the Chambers of the Congress of the Union in the cases and under the conditions established by articles 93 and 102, Section A of the Political Constitution of the United Mexican States and the annual submission to the Congress of the Union and the Federal Executive of the activity report referred to in article 102, Section A of our General Constitution.

With respect to the absences, excuses or temporary or definitive absences of the Attorney General, it is provided that the Organic Statute will be the instrument in which the terms to carry out the substitution must be developed, in addition to the above, the duty to inform the Senate of the Republic in case of definitive absence is contemplated.

While for the case of the heads of the units that will make up the Attorney General's Office, it is provided that the exercise of their functions during their absences will be carried out by the public servant of immediate lower hierarchy who has been designated for such effect, since practice has shown that currently this happens so, nevertheless, it is necessary to formalize the exercise of the actions in substitution, through the corresponding designation.

On the other hand, although it is true that in accordance with the constitutional text the prosecution of federal crimes before the courts corresponds to the Public Ministry of the Federation, we cannot fail to observe that the head of the Attorney General's Office is not exempt from having the execution or participation in the execution of some crime imputed to him, and in this sense it is provided that it will be the public servant who corresponds to act as his substitute, who must know the complaint against him, taking charge of the respective investigation and resolving on the initiation of the procedure for the declaration of procedence before the Chamber of Deputies.

In addition to the above, the creation of units in charge of the investigation of the crime is provided, which will provide support in the tasks carried out by the Attorney General's Office. These will have technical and management autonomy regarding their internal functioning, but will be subject at all times in their organizational structure to the institutional hierarchy and legal and regulatory powers of each administrative unit of the Attorney General's Office.

In this sense, these units must comply with all and each of the obligations to which the public servants of the Attorney General's Office are subject without any exception.

Under that line of consideration, and for the purpose of weighing a transparent and legally compliant performance, it is considered necessary that the Organic Statute, the agreements by which the creation of units is disposed, as well as those by which powers of the Attorney General are delegated or any other act that requires that act of publicity, must be published in the Official Gazette of the Federation.

On the other hand, a list of powers that will correspond to the Attorney General's Office in its capacity as an autonomous body is provided. In virtue of the above, the Attorney General's Office may determine its policies for criminal investigation and prosecution at the federal level, coordinate with other authorities to fulfill the purposes of public security, promote the celebration of international treaties and sign the inter-institutional agreements necessary for the fulfillment of its functions, as well as submit to the Congress of the Union the institutional position through a technical legal opinion on the law initiatives, constitutional or legal reforms that in the scope of its competence are presented by the Federal Executive and in the Chambers of the Congress of the Union, just to mention some.

Likewise, for the performance of its functions, the Attorney General's Office will have investigation and litigation teams, which will have the function of organizing and managing the strategy of the Attorney General's Office of the Republic efficiently, developing investigations in accordance with congruent investigation plans, which allow the prompt determination of the matters or their judicialization when the circumstances of the case so require.

Apart from the above, when there is concurrence of crimes or criminal phenomena, mixed investigation and litigation teams can be formed, which will be integrated with personnel from different units of the Institution as well as with personnel from other Prosecutor's Offices or Procuratorates of the corresponding federal entities, for this purpose, the celebration of institutional collaboration agreements is provided.

We cannot fail to observe that institutional strengthening requires various challenges, especially a structural change, since society aspires and expects adequate justice procurement.

Therefore and with the purpose of achieving these ends in an orderly and uniform manner, the Attorney General's Office will have a Management Model for the fulfillment of its functions, applied in its various units.

Under that line of consideration, a single-window mechanism is provided through which matters are channeled in a timely manner for their adequate processing and attention.

Likewise, the establishment of results evaluation mechanisms is provided. In this way, the Attorney General's Office will have an evaluation system through which the processes of capture and collection of data generated by the processing and follow-up derived from the exercise of the powers of the Public Ministry, its auxiliaries and the support units of the Attorney General's Office will be integrated.

The institutional results evaluation system, referred to in the previous paragraph, must generate products for the analysis of institutional activities, performance indicators, identify institutional needs and statistical products, all oriented to decision making and the continuous improvement of justice procurement.

Likewise, through the evaluation system, the planning, determination and administration of systems and technological resources will be carried out, through a system useful for investigation, intelligence, development of tactical and operational strategies and administrative decisions, guaranteeing quality and security in the information.

In matters of coordination and collaboration, the Attorney General's Office will have a regional coordination system through units that will exercise their functions in the territorial circumscriptions established by the Statute.

These units will coordinate their actions with the central areas, in order to guarantee the unity of action and hierarchical dependence of the Public Ministry, privileging at all times the concentration of relevant matters in the units that are provided for such effect.

In this sense, it is provided that the Attorney General's Office will have managerial personnel, public prosecutors, federal ministerial police, experts, analysts, facilitators, as well as that specialized, professional technical and administrative personnel necessary for the performance of its functions.

Apart from the foregoing, it is contemplated that the Attorney General may designate as agents of the Public Ministry of the Federation the heads of those units that have under their charge investigations of a criminal nature and the command of public ministries. The foregoing is with the aim of limiting the possibility of designation in these terms and avoiding that the figure becomes corrupted, it being necessary to point out that this power of the Attorney General will be non-delegable.

In terms of powers and regarding operational personnel, all powers of the agents of the Public Ministry of the Federation, agents of the Ministerial Federal Police, experts, analysts, and facilitators are established, which, according to their respective scope of action, will guarantee the success of the investigation, avoiding delays and weighing at all times respect for the human rights of the accused persons regarding the commission of conduct that the law defines as a crime, as well as the rights of the victims or offended parties and witnesses.

Likewise, it is pointed out that it is deemed necessary to implement a system of protection measures for these public servants, due to the danger inherent in the exercise of their functions.

In the same way, a regime of obligations is established for the agents of the Public Ministry, agents of the Ministerial Federal Police, experts, analysts, and facilitators, as well as a special framework of obligations for the agents of the Ministerial Federal Police, experts, and analysts, by reason of the very nature of their functions, the non-compliance with which will give rise to the corresponding procedures and sanctions.

In terms of collaboration and exchange of information, it is provided that the autonomous constitutional bodies, dependencies and entities of the Federal Public Administration and their counterparts in the federal entities, parastatal entities, decentralized public organizations, majority state-owned companies, public trusts that have the status of parastatal entity, and other dependencies of the Federal Public Administration, the organs, dependencies, entities and institutions of the federal entities and government, as well as private parties that carry out acts equivalent to those of authority in accordance with a general norm, in their respective scope of competence, will be obliged to provide the collaboration, support and assistance requested by the Federal Public Ministry for the exercise of its functions.

These authorities will in turn be co-responsible for the actions and diligences that form part of the criminal investigation or process, so in their case they must appear before the competent authorities and provide the required reports in the terms established by the applicable legal provisions.

In this sense, it is provided that non-compliance by public servants with such provisions will give rise to a request by the Public Ministry to their hierarchical superior, in order to initiate the responsibility or disciplinary procedures that correspond, without prejudice to the criminal responsibility that may result in their case.

Apart from the foregoing, this proposal provides for the creation of an Inter-institutional Coordination System, through which the Attorney General's Office will design, build and administer a national interoperable computer system, through the celebration of collaboration agreements for its operation and execution.

This system will be fed jointly with the Procuratorships and Attorney General's Offices of the federal entities, with the purpose of sharing information regarding investigations, criminal phenomena, cases of recidivism, records and analysis of genetic profiles, relevant criminal characteristics, biological traces, ballistic fingerprint, voice analysis, biometric systems, and other elements related to criminal acts.

Now, regarding the growth and professional development of the public servants of the Attorney General's Office, in the present proposal the bases have been established to articulate and implement the Professional Career Service as a solid system of professionalization and human development.

In this sense, the Statute of the Professional Career Service will be the instrument that develops the bases and procedures for its implementation.

The Professional Career Service will be an integral system of regulation of public employment of all the personnel of the Attorney General's Office of the Republic organized with the purpose of stimulating the professional and human growth of the personnel, promoting job stability and reinforcing institutional identity. It will be composed of the following stages:

I. Entry;
II. Development;
III. Termination, and
IV. Sanction.

It is necessary to point out that each of these stages involves a series of specific processes in order to implement the Professional Career Service in accordance with the needs of the Attorney General's Office.

Under that line of consideration, it is provided that all public servants of the institution will be part of the Professional Career Service, divided into branches: the first one integrated by public prosecutors, agents of the Ministerial Federal Police, experts, analysts and facilitators, while the second will be integrated by administrative personnel.

In this context, with the aim of verifying that new personnel adhere to the institutional principles according to the job profile, and that active personnel act within the framework of conduct dictated by institutional regulations, evaluation and certification processes are established.

In this way, public servants of the Attorney General's Office must undergo and approve the processes of trust control evaluation, performance and professional competencies, to enter and remain in the exercise of their functions.

The trust control evaluation process will consist of the following exams:

I. Socioeconomic;
II. Medical;
III. Psychometric and psychological;
IV. Polygraph;
V. Toxicological, and
VI. Those others established by the applicable norms.

On the other hand, the professional competencies evaluation process aims to determine that the personnel has the knowledge, skills, attitudes and aptitudes necessary for the performance of their position.

As a result of the foregoing, public servants who pass the periodic exams of trust control evaluation, performance and professional competencies, will have the corresponding certification.

This certification aims to accredit that the evaluated person meets the job profile and the competencies required for compliance with constitutional and legal principles.

Apart from the foregoing, the need is reiterated that the Attorney General's Office has a Professional Career Service appropriate for each of the branches that integrate it, for which a series of specific entry and permanence requirements are proposed in accordance with the profile of the public servant's functions, according to the substantive or administrative nature of their functions.

Thus, the entry and permanence requirements established consist of a generic section, applicable to all personnel, and from there those specific for agents of the Public Ministry of the Federation, agents of the Ministerial Federal Police, experts, analysts, facilitators, specialized public servants, technical and administrative professionals are developed.

In addition to the foregoing, it is also worth noting that the present proposal contemplates the application of a competitive examination, which will be applied to new substantive personnel with the aim of evaluating whether the applicant has the necessary knowledge and skills to perform functions.

This exam will consist of two stages, one oral and one written, must be presented before the National Institute of Penal Sciences and will be graded by a synod composed of a public servant with a minimum level of area director, who will act as president, and two members of the substantive branch in question, who will act as secretary and member, respectively.

The grading of the oral exam will be determined taking into consideration the average of points that each of the members of the synod assigns to the examinee. In both cases, the grading will be based on a scale of 0 to 10, with 7 being the minimum passing grade.

With respect to the termination of the relationships of the Attorney General's Office with its personnel, a series of causes are listed through which the relationship may be terminated.

Likewise, it is provided that in those cases where the form of termination of the service was declared by final sentence as unjustified, the Attorney General's Office will be obliged to pay the corresponding indemnification, and other benefits according to the law, in no case shall the reincorporation of the public servant proceed.

Under the same line of consideration and attending to the nature of the information handled inside the Attorney General's Office, it is deemed necessary to establish from the text of the law, the duty of all its personnel to deliver all information, documentation, equipment, materials, identifications, values or other resources that have been placed under their responsibility, custody and safekeeping, upon concluding the legal relationship with the Attorney General's Office.

In this way, public servants who are in charge of administering or managing public funds, assets or values, the heads of units of the Attorney General's Office, as well as those determined by their hierarchical superior or, in their case, the head of the Institution, by the nature and importance of the public service they provide, must carry out a handover-receipt act.

It is not omitted to specify that this obligation will also be applicable to public servants who, by commission, substitution, assignment or under any other figure, have remained as provisional managers of an administrative unit whose head must comply with this obligation.

On the other hand, a section on sanctions is proposed, and a special regime for its application by reason of the administrative or substantive nature of the functions of the personnel of the Attorney General's Office.

In this sense, personnel who are part of the Professional Career Service will incur administrative offenses when they fail to comply with or transgress the content of their obligations; specifying that in the case of administrative offenses attributable to personnel of the substantive branch, the Specialized Office for Internal Affairs will be in charge of imposing the corresponding sanction, in accordance with the procedure provided for in this same regulation, and other normative provisions.

Under that line of consideration, the sanctions that may be imposed on said personnel will consist of public or private reprimand, suspension of employment, position or commission for up to ninety days without pay or dismissal, as appropriate.

While, for the case of administrative branch personnel, it is provided that the Internal Control Body will carry out the procedure and application of the sanctions that must be imposed for administrative offenses, under the norms of the General Law of Administrative Responsibilities.

Apart from the foregoing, it was deemed appropriate to include a list of elements that must be taken into consideration for the purposes of the application of administrative sanctions, such as the gravity of the conduct, recidivism, hierarchical level, means of execution, the amount of benefit obtained, among others.

In addition to the foregoing, a special framework of disciplinary measures is included for the agents of the Ministerial Federal Police. In this sense, the agents of the Ministerial Federal Police who fail to follow the chain of command or do not execute the direct orders they receive, will be entitled to a disciplinary measure, consisting of public or private reprimand, arrest for up to twenty-four hours, or temporary suspension without pay for up to three days.

As can be observed, the possibility of imposing arrest as a disciplinary measure to the agents of the Ministerial Federal Police is contemplated, for which reason the terms and scope of the application of this measure are specified, since every arrest order must be in writing and duly founded and motivated.

Likewise, the rules for the application of disciplinary measures are included, through which it is specified that hierarchical or position superiors will be in charge of imposing measures on their subordinates, while the head of the Unit in charge of the Ministerial Federal Police will have the power to grade the disciplinary measure.

Regarding the responsibility of the Head of the Attorney General's Office of the Republic, in accordance with what is provided in the Political Constitution of the United Mexican States, the procedures of impeachment and declaration of procedibility will be applicable to him.

This is without overlooking that both the Attorney General and the other public servants of the Attorney General's Office, regardless of the legal relationship they maintain with it, will be subject to the administrative responsibilities referred to in the General Law of Administrative Responsibilities.

Notwithstanding the foregoing, the Head of the Attorney General's Office in terms of the supreme law can only be removed by the President of the Republic for incurring in any of the serious causes contemplated in Chapter II, of Title Third of the General Law of Administrative Responsibilities, for the commission of one or more crimes considered as serious, as well as for ceasing to be a Mexican citizen, acquiring total or permanent incapacity that prevents the correct exercise of his functions for more than six months, or for committing serious violations to the Constitution.

In this sense, the Federal Executive must accredit before the Senate of the Republic the serious cause that motivated the removal and inform the Senate of the Republic, who will decide whether to object to it or not, in terms of article 102, Section A, fractions IV and V of the Constitution.

Regarding the integration of the assets of the Attorney General's Office, in the present project the sources of income, economic resources and assets regarding which it may avail itself for the exercise of its functions are established, specifying that the assets of the Attorney General's Office are unseizable and imprescriptible, so it will not be susceptible to any judicial or administrative execution.

Likewise, it is provided that the Attorney General's Office will prepare its draft annual budget of expenditures, which will be sent to the Secretariat of Finance and Public Credit, for its incorporation into the draft Budget of Expenditures of the Federation that will be sent to the Chamber of Deputies.

In addition to everything previously stated, the present proposal contemplates the publication of the Strategic Plan for Justice Prosecution, through which the strategies and objectives to be developed for efficiency and effectiveness in the investigation and prosecution of crime will be determined, prioritizing and effectively directing the exercise of criminal action, for which the functions of the institution will be developed under objective criteria and measurable goals in the short, medium and long term in order for citizens to have prompt and expeditious justice.

As a result of the foregoing, the Head of the Attorney General's Office must present the Plan at the beginning of his management before the Head of the Federal Executive Power, and present annually before Congress the results and modifications that it may have had in its case.

Regarding the Internal Control Body, it is provided that it will be a unit endowed with technical and management autonomy with respect to its internal regime, but subject at all times in its organizational structure to the institutional hierarchy and legal and normative powers of each unit of the Attorney General's Office.

The Internal Control Body will be in charge of preventing, correcting, investigating and qualifying the acts or omissions that could constitute administrative responsibilities of the public servants of the Attorney General's Office, for the purpose of sanctioning those other than those that are the competence of the Federal Court of Administrative Justice; as well as to review the entry, exit, management, custody, application of federal public resources.

As a result of the foregoing, the Internal Control Body will be obliged to present complaints for facts or omissions that could constitute a crime before the Specialized Office for Internal Affairs.

The designation of the Head of the Internal Control Body, in accordance with the constitutional text and in accordance with the autonomy of the Attorney General's Office, will correspond to the Chamber of Deputies of the Congress of the Union, by the vote of two-thirds of its members present, and in accordance with the procedure established in the Organic Law of the General Congress of the United Mexican States.

It is proposed that the National Institute of Penal Sciences become a decentralized body of the Attorney General's Office, as a public research center, so from the entry into force of this Draft Decree, it will be disincorporated from the Federal Public Administration.

Consequently, it is considered necessary to provide that the Internal Control Body of the Attorney General's Office of the Republic will be in charge of the auditing of the National Institute of Penal Sciences and that the organizational structure, as well as the material, financial or budgetary resources of the Internal Control Body of said institute, will be transferred to the Internal Control Body of the Attorney General's Office.

This, in view of the fact that it corresponds to the Internal Control Body to promote, evaluate and strengthen the good functioning of public entities, as well as those other instances of the autonomous constitutional bodies, so it will be in charge of the procedures and the application of the sanctions that, in their case, must be imposed for administrative offenses by the public servants of the Attorney General's Office, based on the attributions provided in the General Law of Administrative Responsibilities.

According to said legislation, decentralized public organizations have the status of entities, so the public servants who integrate them are subjects of administrative responsibilities, and upon constituting the National Institute of Penal Sciences as a decentralized body of the Attorney General's Office of the Republic, it is considered an instance that must be audited by the Internal Control Body of this justice prosecution body that enjoys constitutional autonomy.

Finally, it is provided that the databases, systems, records and files that contain information, personal data or data resulting from acts of investigation, collected as a consequence of the exercise of the attributions of the public servants of the Attorney General's Office, will be strictly reserved and can only be consulted for the purposes of investigation and prosecution of crimes. Nevertheless, access to statistical information is guaranteed.

Once the foregoing has been exposed, it is worth noting that this proposal is the result of a series of diagnostic works on the Institution with the aim of observing various areas of opportunity and making the Attorney General's Office a more professional, effective and efficient Institution both in its structural organization as well as in the investigation processes, as well as the fact that, without leaving aside the recognition of the effort of creation for the elaboration of the Organic Law of the Attorney General's Office of the Republic, said Law has not proved functional nor effective to the reality of an action that requires absolute effectiveness in its activities.

It is not superfluous to emphasize the fact that the Attorney General's Office of the Republic requires an administrative reorganization that allows an effective decentralization and greater efficiency with respect to the attributions of the Public Ministry of the Federation.

For all the foregoing and in exercise of the power provided in article 71, fraction II of the Political Constitution of the United Mexican States, through its dignified conduct, I submit to the consideration of that Honorable Assembly the following:

EXPOSICIÓN DE MOTIVOS
(Decree published on December 28, 2023)
Of the creation of Hedge Investment Funds.

International experience demonstrates that, in the development of financial markets, the participation of institutional investors, such as investment funds, has been one of the most important pillars for their strengthening. In addition, participants in the investment fund sector and other stock market sectors have expressed the need to broaden the range of collective investment mechanisms in the Mexican market in order to compete internationally, proposing the creation of hedge funds, known in English as "Hedge Funds".

Due to the 2008 financial crisis, it was considered necessary to regulate certain aspects of hedge funds (HF) and their administrators, so in 2009 IOSCO published the report "Hedge Funds Oversight," through which they revealed the main topics to be regulated in hedge funds, which are:
a) Registration of hedge funds and their administrators, with minimum requirements such as: 1) organizational and operational standards; 2) policies to prevent conflicts of interest; 3) transparency to the investor; and 4) prudential regulation. b) Hedge funds and Investment Advisors must deliver risk information to regulators for better management of systemic risk. c) Regulators must implement best practices, establishing homogeneous regulation for hedge funds and their service providers, considering authorization, registration, risk management, and investor protection requirements. d) Regulators must have the authority to cooperate and share information to facilitate efficient and effective supervision of hedge funds, their administrators, and advisors.

After this report, IOSCO conducted a survey in 2022 on Investment Funds, including hedge funds, and published its results in January 2023 within the "IOSCO Investment Funds Statistics Report." As a result of the analysis of the survey data, IOSCO concludes that the hedge fund market continues to grow in terms of the number of Funds and assets managed, which is a great opportunity for the Mexican fund market to include this type of Fund in the range of investment products.

This new reform proposes modifying the type of investment fund figure, of limited object, whose purpose was to invest in assets typical of a predominant activity, incorporating the figure of hedge funds, known internationally as "hedge funds," seeking to generate ease for new alternatives for investment and financing of greater scope.

In this order of ideas and with the introduction of simplified registration of securities and simplified issuers, investment funds will be able to be the holders of such securities, thus being called to play a primordial role in channeling investment in our country and, as this sector develops, will be able to channel a growing amount of resources toward investment projects, financed through the issuance of debt and capital in the securities market of this type of issuers.

The entry of hedge funds is very significant for the stock market since this type of fund often adopts viewpoints of alternative markets, can take advantage of their positions and change the composition of their portfolio much more frequently than equity investment funds or in debt instruments. These funds take advantage of perceived market inefficiencies, carrying out arbitrage operations, that is, when the price for the same asset is different between different markets. In this way, hedge funds contribute to the price discovery process. In addition to the above, hedge funds, due to the operations they carry out, foster the development of a two-way market, which could generate the attraction of new investors and thereby have an impact on the demand side of the Mexican stock market.

The project foresees that hedge funds will be able to operate with any Investment Asset, provided that they so define in their information prospectus to potential investors, who can only be qualified and institutional investors; these points are vital so that the target investor has the necessary information and experience to understand the advantages and risks inherent in acquiring shares of a particular hedge fund, being able to form, at all times, a reasoned opinion about the type of investment and the risks inherent in it.

To have a transparent valuation process for hedge funds, it is foreseen that these funds can hire a price provider, an independent legal entity from the investment funds and founding partners (fund operating company or investment advisor authorized to administer funds of this nature) whose sole activity is to value the instruments that make up their portfolios, and in the special case that their assets are not securities or stock titles, but shares of companies that do not trade on the securities market, and therefore where price providers are not the appropriate instance for their valuation, the existence of a valuation committee designated for such purpose by the board of directors of the founding partner of the hedge fund is foreseen.

Now, to offer greater clarity of the normative proposals in question, the following comparative table is offered:

STATEMENT OF REASONS
(Decree of January 24, 2024)

The exercise of the state's ius puniendi, through the capacity to impose administrative sanctions, implies one of the most incisive actions of the Public Administration in the legal sphere of private parties; the administration orders and protects the public interest through the application of a sanction, and this activity takes on particular importance when it is directed to the good functioning of the organization and public service.

The sanctioning power is that faculty of the public administration to impose sanctions through an administrative procedure, understood as administrative sanction as that harm inflicted on an administrative subject as a consequence of an illicit conduct, with repressive purpose, consisting in the deprivation of a good or right, or the imposition of a duty, since the public administration is barred from sanctions consisting in deprivation of liberty.

An administrative sanctioning procedure is that mechanism or procedure by which the State, through administrative units, carries out functions of inspection, verification, control, and sanction, with the purpose of determining responsibility or absolving for the probable infringement of the law, or for failing to comply with some obligation related to the sector in which they perform their duties. As a result of said procedure and in attention to the sanctioning faculty, the authority imposes a sanction or fine, which must be distinguished from the word infringement, as they do not mean the same; thus, the fine is defined as the pecuniary sanction imposed for any legal contravention, to the benefit of the State or any official entity authorized to impose it.3 For its part, the term infringement is conceived as that act carried out against what is established in a legal norm or failing to comply with a commitment undertaken.

The Mexican Financial System is regulated and supervised by various authorities that are in charge of monitoring that actions are taken under applicable regulations and, in case of the commission of any infringement, apply the corresponding sanction; however, vices of unconstitutionality have arisen due to the lack of legal certainty regarding the time to decide their legal situation.

Problem Statement

In recent dates, the Supreme Court of Justice of the Nation, as well as the Circuit Collegiate Courts through various jurisprudential criteria, declared the unconstitutionality of various legal provisions of different regulatory laws of the National Financial System, considering that they transgress the principle of legal certainty which consists in the right that an institution or financial entity subject to an administrative sanctioning procedure has to exercise its defense and be heard, with due opportunity, within a procedure which establishes a reasonable time frame for the competent authority to resolve, in case, the imposition of a privative act, in consonance with what is mandated by articles 14 and 16 of the Political Constitution of the United Mexican States.

The above, under the argument that, by not clearly and precisely establishing the maximum time frame for the authority to issue and notify the resolution that puts an end to the administrative sanctioning procedure, the guarantee of due process is violated.

Conscious of said problem and with the purpose of avoiding the instruction of administrative sanctioning procedures that violate due process to the detriment of the legal certainty of the Financial System, an exhaustive review of all provisions that regulate it was carried out.

For the above, this Initiative intends to resolve the underlying issue affecting the principles of legality, legal certainty, and prompt and expeditious justice in the administrative sanctioning procedure provided for in the laws that regulate the National Financial System, by establishing the general scheme of the administrative procedure, identifying each of its stages, which are adjusted to the essential formalities of the procedure, recognized both by legal doctrine, judicial interpretations supported by our Highest Courts, and adhering to international best practices. An example of this is found in the jurisprudential thesis 1a./J. 11/2014 (10a.), Gaceta del Semanario Judicial de la Federación. Book 3, February 2014, Volume I, page 396, which states verbatim:

"RIGHT TO DUE PROCESS. ITS CONTENT.
Within the guarantees of due process there is a "hard core", which must be inexcusably observed in every jurisdictional procedure, and another of guarantees that are applicable in processes that imply an exercise of the State's punitive power. Thus, regarding the "hard core", the guarantees of due process that apply to any procedure of a jurisdictional nature are those that this Supreme Court of Justice of the Nation has identified as essential formalities of the procedure, whose set integrates the "guarantee of hearing", which allow the governed to exercise their defenses before the authorities modify their legal sphere definitively. Regarding this, the Plenary Tribunal of this Supreme Court of Justice of the Nation, in the jurisprudence P./J. 47/95, published in the Semanario Judicial de la Federación and its Gaceta, Ninth Era, Volume II, December 1995, page 133, under the heading: "ESSENTIAL FORMALITIES OF THE PROCEDURE. THEY ARE THOSE THAT GUARANTEE AN ADEQUATE AND TIMELY PREVIOUS DEFENSE TO THE PRIVATIVE ACT.", held that the essential formalities of the procedure are: (i) the notification of the start of the procedure; (ii) the opportunity to offer and present the evidence on which the defense is based; (iii) the opportunity to argue; and, (iv) a resolution that settles the debated issues and whose appeal has been considered by this First Chamber as part of this formality. Now, the other core is commonly identified with the list of minimum guarantees that every person whose legal sphere intends to be modified through the State's punitive activity must have, as occurs, for example, with criminal, migratory, tax, or administrative law, where it will be required that the guarantees be compatible with the specific subject matter of the case. Therefore, within this category of due process guarantees, two species are identified: the first, which corresponds to all persons regardless of their condition, nationality, gender, age, etc., within which are, for example, the right to have a lawyer, not to testify against oneself, or to know the cause of the sanctioning procedure; and the second, which is the combination of the minimum list of guarantees with the right to equality before the law, and which protects those persons who may find themselves in a situation of disadvantage before the legal system, by belonging to some vulnerable group, for example, the right to notification and consular assistance, the right to have a translator or interpreter, the right of girls and boys to have their detention notified to those who exercise their parental authority and guardianship, among others of the same nature.

Amparo in review 352/2012. October 10, 2012. Five votes of Justices Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Guillermo I. Ortiz Mayagoitia, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Arturo Zaldívar Lelo de Larrea. Secretary: Mario Gerardo Avante Juárez.

Direct Amparo in review 3758/2012. Maple Commercial Finance Corp. May 29, 2013. Five votes of Justices Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Alfredo Gutiérrez Ortiz Mena. Secretary: David García Sarubbi.

Amparo in review 121/2013. June 12, 2013. Five votes of Justices Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Alfredo Gutiérrez Ortiz Mena. Secretary: Cecilia Armengol Alonso.

Amparo in review 150/2013. July 10, 2013. Five votes of Justices Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo. Reporter: Jorge Mario Pardo Rebolledo. Secretary: Mercedes Verónica Sánchez Miguez.

Direct Amparo in review 1009/2013. October 16, 2013. Five votes of Justices Arturo Zaldívar Lelo de Larrea, José Ramón Cossío Díaz, Alfredo Gutiérrez Ortiz Mena, Olga Sánchez Cordero de García Villegas, and Jorge Mario Pardo Rebolledo, who reserved the right to formulate a concurrent vote. Reporter: José Ramón Cossío Díaz. Secretary: Julio Veredín Sena Velázquez.

Jurisprudential thesis 11/2014 (10a.). Approved by the First Chamber of this High Tribunal, in session of date seven of February two thousand fourteen." (emphasis added)

OBJECT OF THE INITIATIVE

This Initiative details in each of the financial laws, the stages of the administrative sanctioning procedure, as follows:
a) Expiration of the Sanctioning Faculty.
In the Initiative, the 5-year time frame that the authority has to initiate the administrative sanctioning procedure is resumed, counted from the next business day after the conduct was carried out or the infringement assumption was updated. This time frame is consistent with the national legal framework applicable to administrative procedures, which establish similar time frames for the extinction of the authority's sanctioning faculty, in order to contribute to justiciable legal certainty. This time frame may be suspended for up to two years due to the non-existence of the presumed infringer's domicile or due to the filing of some defense mechanism, and it will resume from the date the respective authority becomes aware of the domicile or when the final resolution corresponding to the defense mechanism invoked is issued. Likewise, it was considered relevant to distinguish the moment in which the counting of said time frame begins regarding continuous and continuing conduct, being in the first case from the moment the conduct ceases and regarding continuing conduct from the consummation of the last conduct. On the other hand, it is foreseen that the expiration time frame referred to will be interrupted, that is, it will stop counting, at the moment of notification to the presumed infringer of the start of the administrative sanctioning procedure. b) Right to hearing and offering of evidence. In the initiative, it is stated that the authorities, when notifying the presumed infringer of the start of the administrative sanctioning procedure, must grant them the right to a hearing to manifest what is in their interest and the possibility of offering evidence for a period of ten business days, which may be extended by ten additional business days at the request of the party. c) Presentation of evidence. Once the time frame referred to in the previous paragraph and, if applicable, its extension has concluded, the authority will have up to sixty business days for the presentation of the evidence that has been offered, which is considered sufficiently broad for its preparation and presentation. d) Period for arguments and closure of instruction. Once the evidence has been presented, the authority will notify the presumed infringer of the opening of the five business day period to formulate arguments. Such notification, being of an intra-procedural nature, will not require personal delivery, attending to the principle of legal interest of the presumed responsible party within the processing of the procedure. The day after the expiration of the time frame for formulating arguments, the instruction will be considered closed. e) Time frame for resolution. The authority will have a time frame that will not exceed one hundred eighty business days to issue and notify the resolution that puts an end to the administrative sanctioning procedure, imposing, in case, the sanctions that are appropriate. The above, provides certainty and legal security to the presumed
infringers and establishes a maximum time frame in which the authority must definitively resolve the existence of the infringement, as well as the imposition of the sanction that, in case, was owed due to the reproachable conduct. In this sense, the inclusion of said time frame in the laws that regulate the National Financial System surpasses the jurisprudential interpretations that motivated the presentation of this Initiative. In conclusion, financial instructions and entities will have certainty about the stages of the administrative sanctioning process, the duration of each, and the moment when the authority can no longer continue with legal actions for the imposition of sanctions. Likewise, it guarantees the fundamental rights enshrined in the Political Constitution of the United Mexican States by differentiating each stage of the process, in such a way that they can assert their rights, while at the same time limiting the faculties of the authority so that the legal sphere of the governed is not affected. Finally, the revocation procedures of the authorizations granted by the Ministry of Finance and Public Credit are strengthened, for the constitution, operation, and functioning, as appropriate, of various entities and financial institutions, with the purpose of clarifying certain aspects of the procedure and avoiding that such entities could be placed in a state of defenselessness, as well as to foresee that, in these procedures, the consultation instances must issue the corresponding opinion at least thirty business days in advance before the time frame provided for issuing the resolution that puts an end to the revocation procedure expires. In the event that any of the opinions are issued after the provided time frame, the Ministry of Finance and Public Credit may resolve with the records in the file, without the need to consider the opinion presented out of time.

STATEMENT OF REASONS
(Decree of November 14, 2025)

On September 15, 2017, the Decree by which articles 16, 17, and 73 of the Political Constitution of the United Mexican States are reformed and added, in matters of Everyday Justice, was published in the Official Gazette of the Federation, with which faculties were granted to the Congress of the Union to publish a unique procedural legislation in civil and family matters.

According to the fourth transitory article of the aforementioned decree, the Congress of the Union would have a time frame of 180 days to draft and publish the new law in civil and family matters. Said time frame expired on March 14, 2018, without the referred norm being published. Therefore, and after the non-compliance with the transitory articles, the Mexican Bar Association filed an amparo for the non-compliance of the Congress.

Thus, through a sentence of June 28, 2019, the Eighth District Judge in Civil Matters of Mexico City condemned the Congress of the Union to discuss and publish the reform.

In response to the sentence, finally, the Congress of the Union discussed and approved the National Code of Civil and Family Procedures, however, despite legislative efforts, the sentence was not fully complied with, which is why an incident of non-execution was promoted, which was published on July 13, 2023.

This new sentence advises that the reform in everyday justice matters is not exhausted with the publication of the National Code, but it is fundamental to homologate federal and general laws so that they refer to the legal process that is required. Thus, this initiative aims to carry out the normative homologation referred to in the sentence so that the Investment Funds Law is concordant with the new National Code of Civil and Family Procedures, as observed below.

REFERENCES
1) Reformed by Decree published in the Official Journal of the Federation on January 28, 2004.
2) Reformed by Decree published in the Official Journal of the Federation on June 28, 2007.
3) Reformed by Article Thirty-Six of the Decree published in the Official Journal of the Federation on January 10, 2014.
4) Added by Article Thirty-Six of the Decree published in the Official Journal of the Federation on January 10, 2014.
5) Repealed by Article Thirty-Six of the Decree published in the Official Journal of the Federation on January 10, 2014.
6) Reformed by Decree published in the Official Journal of the Federation on June 13, 2014.
7) Reformed by Article Forty-Third of the Decree published in the Official Journal of the Federation on May 20, 2021.
8) Reformed by Decree published in the Official Journal of the Federation on December 28, 2023.
9) Added by Decree published in the Official Journal of the Federation on December 28, 2023.
10) Reformed by Article Eight of the Decree published in the Official Journal of the Federation on January 24, 2024.
11) Added by Article Eight of the Decree published in the Official Journal of the Federation on January 24, 2024.
12) Reformed by Article Fourteen of the Decree published in the Official Journal of the Federation on November 14, 2025.

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