2022-08-16 | DOF 5661308Added · Updated
The National Banking and Securities Commission amends the General Provisions for investment funds to reduce administrative burdens by introducing 28 exceptions where equity and debt funds can modify their prospectuses without prior authorization, requiring only notification. The resolution mandates the creation of investment committees within operating companies to approve changes to investment regimes and risk policies, and allows differentiated fee structures for different share series. Additionally, it grants investors the right to portability of shares and resources between distributors and establishes specific grace periods and notification requirements for funds undergoing corporate actions or investment policy changes.
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DOF: 16/08/2022
RESOLUTION modifying the General Provisions applicable to investment funds and persons providing services to them
A seal with the National Coat of Arms appears at the margin, which reads: United Mexican States.- TREASURY.- Ministry of
Finance and Public Credit.- National Banking and Securities Commission.
The National Banking and Securities Commission, based on articles 9, fifth and seventh paragraphs
of the Investment Funds Law; 98 Bis of the Credit Institutions Law, as well as 4, fractions XXXVI
and XXXVIII and 16, fraction I of the Law of the National Banking and Securities Commission, and
CONSIDERING
That, in accordance with article 78 of the General Law of Regulatory Improvement and with the aim of reducing the
cost of compliance with the General Provisions applicable to investment funds and persons
providing services to them, the National Banking and Securities Commission through this
modifying resolution adds article 14 Bis which sets out twenty-eight exceptions in
which equity investment funds and debt instrument funds will not have to request
prior authorization from this authority to modify their prospectuses for public investors, but
only the submission of a copy of the information prospectus showing the changes made;
That currently, the Investment Funds Law establishes that these must request authorization from
the National Banking and Securities Commission to make modifications to their information prospectuses for
public investors, which generates administrative burden;
That, in order for the authorization procedure mentioned in the preceding Consideration to be carried out in
a more agile and efficient manner, advancing towards an administrative economy, it is necessary to incorporate
additional scenarios that, if they occur, will not require authorization from the National Banking and Securities
Commission for the modification of the information prospectuses for public investors, especially in
cases such as the change of registered office of the operating company that manages investment funds
or the change of nomenclature in the case of index providers; these aspects, when analyzed by the
National Banking and Securities Commission, result in the diversion of human resources and, in
consequence, the aforementioned authorizations become slow processes that inhibit the growth and
dynamism of the investment fund sector;
That it is pertinent to strengthen the intermediate bodies of the operating companies of investment
funds, therefore the board of directors is authorized to form an investment committee to approve changes to the
information prospectuses for public investors, specifically in the sections on investment regime,
buy and sell policies, as well as risk management;
That, with the objective of strengthening open architecture and expanding options for public investors, it is
provided that equity investment funds and debt instrument funds may establish commissions
for the administration of their assets or for the distribution services of their shares, differentiated by
share series, when acquired by other investment funds that are managed by a
different operating company of investment funds, and
That, in order to eliminate the legal asymmetry that may affect the client's assets and the fair
competition in the investment fund market, the right of investors to
portability of their shares and resources from a share distribution company of investment funds or from
an entity that provides share distribution services, to another company of the same nature, is incorporated, therefore
it has resolved to issue the following:
RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO
INVESTMENT FUNDS AND PERSONS PROVIDING SERVICES TO THEM
SINGLE.- Articles 9, second, third and fourth paragraphs; 12; 13; 14; 25 Bis 12; 25 Bis
14, and 128 are REFORMED; articles 9, fraction IV; 14 Bis; 63 Bis 5; 106, fraction IV, subsection i) are ADDED; and
Annexes 2 and 3 of the "General Provisions applicable to investment funds
and persons providing services to them", published in the Official Gazette of the Federation on November 24,
2014, and last modified by the resolution published in the said Gazette on December 30,
2021, are SUBSTITUTED, to read as follows:
" Article 9.- . . .
I. to III.
. . .
IV.
When investment funds fall under any of the scenarios indicated below,
they may cease to comply with, or exceed the minimum or maximum limits set forth in their
information prospectus for public investors during the periods indicated below, without this being
considered a breach of their investment regime:
a)
Regarding newly constituted investment funds, ninety (90) calendar days counted from
the date they commence operations.
b)
In the case of investment funds undergoing merger, spin-off, dissolution,
liquidation or bankruptcy proceedings, ninety (90) calendar days counted from the authorization by
the Commission of the corresponding corporate act.
c)
When, due to the corporate acts regulated in articles 14 Bis 4, 14 Bis 9 and 14
Bis 10, as well as the bankruptcy proceedings indicated in article 14 Bis 14, all of the Law,
there are no shareholders in the variable part of the paid-up share capital of the investment fund
in question, ninety (90) calendar days counted from the date the
Commission is notified of said non-existence of shareholders.
d)
A change of investment fund type or some transformation in its objective or
investment policy by which its investment regime has been significantly modified,
ninety (90) calendar days counted from the date of entry into force of the modifications to the
information prospectus for public investors.
To this effect, investment funds must notify the Commission, through SEDI, on the website
of the operating company of investment funds that manages the investment fund
and, if applicable, the companies or entities that provide them with share distribution
services, no later than the next business day after which the applicable investment limits are not met or exceeded.
If, after sixty (60) calendar days of the ninety (90) days referred to in fractions II, III and IV, subsections a) and d)
of this article, the investment funds falling under any of the scenarios set forth in said
fractions have not adjusted to the applicable limits, they must notify this situation to the Commission and to their
investors through the means indicated in the aforementioned fractions. Likewise, if by virtue of the
foregoing the investment fund in question determines to modify its investment regime, it must request from the
Commission the corresponding authorizations, observing in all cases what is stated in article 14, second
paragraph of these provisions, and must inform its investors of such circumstance in the
notice referred to in this paragraph.
After the ninety (90) calendar days have elapsed, investment funds falling under any of the
scenarios provided for in fractions II, III and IV, subsections a) and d) of this article, must suspend the
placement of their shares among the public unless, if applicable, they have requested from the Commission the corresponding authorizations indicated in the previous paragraph.
Investment funds falling under any of the scenarios provided for in fractions II, III and IV,
subsections a) and d) of this article, in order to continue placing their shares among the public, must make
known to the investors in question the notices indicated in this article and obtain
confirmation thereof.
. . .
. . . "
" Article 12.- The board of directors of the operating companies of investment funds, for the
compliance with the investment and operation policies of the investment funds, may establish an investment
committee that will define the investment strategy based on the investment policies determined by
the board of directors itself. Likewise, said committee will approve any modification to the
investment strategy, as well as changes to the information prospectuses for public investors.
The investment committee must be composed, at least, of a director who will preside, the general
director, the head of Integrated Risk Management, the investment director or their equivalent and
the other officials designated for this purpose by the board of directors of the operating company of
investment funds that manages the funds.
Said committee must meet, at least, once a month, and its meetings will not be valid without the
presence of, at least, one director. A detailed minutes must be drawn up for each meeting, which must
be jointly signed by the attending members. The minutes drawn up from these meetings and the
corresponding documents must be available to the board of directors and the regulatory controller
of the operating company of investment funds. Operating companies of investment
funds that opt for the establishment of the investment committee must notify it in writing to the
Commission within the first ten (10) business days counted from its constitution, attaching a copy
of the minutes of the corresponding meeting of the board of directors. Likewise, the operating
companies of investment funds will have six (6) months, counted from the day following the mentioned
notification, to send to the Commission Annex 19 of these provisions updated with the
information of said committee. The Commission, at any time, may request from the operating companies of
investment funds the documents indicated in this paragraph.
Likewise, the board of directors of the operating companies of investment funds, upon proposal
of its general director, must designate the natural persons who will make investment decisions on
behalf of the investment funds to which they provide asset administration services; said
persons must comply with the investment policies established by the board of directors, as well
as with the investment strategy that, for this purpose, the investment committee has determined. The aforementioned
natural persons must demonstrate that they possess the technical quality, honorability and satisfactory credit history
necessary for the adequate performance of their functions in terms of what is provided in the Law.
Article 13.- The information prospectuses for public investors of equity investment funds and
debt instruments must be prepared in accordance with the instructions contained in Annex 2 of these provisions. Such prospectuses must contain a document with key information for investment, prepared in accordance with what is provided in Annex 3 of these provisions, and require prior authorization from the Commission in terms of what is established in article 9, first paragraph of the Law.
Regarding investment funds that are managed by the same operating company of investment
funds, the information prospectuses for public investors may be presented to the Commission and to the public
investors in a generic document containing the common information applicable to all investment
funds and without exception among them, while the distinctive information of each of said funds
must be presented clearly differentiated for each of them in a separate document.
The information prospectuses for public investors and the document with key information for
investment, as well as their modifications, must be made known to the shareholders of the investment fund
in question through the means agreed upon in terms of article 9, penultimate paragraph of
the Law and to public investors through the website of the operating company of investment
funds that manages the investment fund and, if applicable, of the companies or entities that provide them
with share distribution services. Likewise, the document with key information for investment of the
class and series corresponding, which contains the data indicated in Annex 3 of these
provisions, must be delivered to each shareholder at the time of contracting.
Operating companies of investment funds and companies and entities distributing
shares of investment funds must adhere to and comply at all times with the information prospectuses for
public investors of the investment funds they manage or distribute.
The regulatory controller of the operating company that manages the investment fund must supervise the
adequate observance of the information prospectus for public investors of the investment funds and that
the application of its policies is carried out in a general and systematic manner, so that the administration
of the investment funds is carried out professionally and does not generate discriminatory practices for any
investor.
Article 14.- Equity investment funds and debt instrument funds must request authorization from the
Commission to make modifications to the information prospectuses for public investors.
Equity investment funds and debt instrument funds that make modifications to the
information prospectus for public investors derived from changes to the investment regime,
Integrated Risk Management, or in the buy and sell policies of shares representing their
share capital, must have prior approval from the board of directors of the operating company of investment
funds that manage them or, if applicable, with the approval of the investment committee designated by the board of directors of said operating company of investment funds.
Without prejudice to the foregoing, the board of directors may determine guidelines for cases other than
those indicated, in which prior approval of the modifications by an organ other than
this is required. If as a result of modifications to the investment regime, changes in the investment
policy are derived, the investment fund must modify said policy as appropriate.
Regarding modifications related to the investment regime or buy and sell policies,
equity investment funds and debt instrument funds will send to their shareholders a
notice, within the first five (5) business days counted from the date the corresponding
authorization is notified, through the companies or financial entities acting as
distributors of shares of investment funds, regarding the modifications to the information prospectuses for
public investors, indicating the place or means through which they can access their consultation, which
must be indicated in the account statements.
Operating companies of investment funds that manage investment funds must
notify, no later than the next business day after the companies and entities that provide them
with share distribution services of the investment funds they manage have been notified, the update, or
well, the authorization by the Commission of the modifications to the information prospectuses for public
investors, in order for said companies and entities to make them known to the
investors in accordance with article 9, penultimate paragraph of the Law and 63 Bis, fraction VII, subsection f) of
these provisions.
Shareholders of equity investment funds and debt instrument funds that, by virtue of
the modifications to the information prospectus for public investors related to the investment
regime or share buy and sell policy, do not wish to remain in the same, will have the right to
have the fund itself acquire all their shares at valuation price and without the application of
any differential, for which they will have a minimum period of thirty (30) business days counted from the
date the modifications are notified.
The Commission may authorize new modifications to the information prospectus for public investors of
equity investment funds and debt instrument funds, regarding their investment regime or
share buy and sell policy, provided that the investment fund does not have shares
placed among public investors, or at least six (6) months have elapsed
counted from the date of commencement of its operations or of the immediate previous modification to said
regimes. This period may be shorter if, in the judgment of the Commission, there are disordered market conditions justifying it. The foregoing will not apply if such modifications result from reforms or
additions to the Law or to the general provisions emanating from it, as well as from what is provided in
articles 4, second and third paragraphs and 9, second paragraph of these provisions.
Article 14 Bis.- Equity investment funds and debt instrument funds may make
modifications to the information prospectus for public investors without requiring prior authorization from the
Commission, when such modifications reform the following information:
I.
Number of shareholders of the investment fund.
II.
Number of investors holding more than 30% of a series, or more than 5% of the
share capital.
III.
Returns.
IV.
Tape keys.
V.
Investment portfolio composition.
VI.
Minimum investment amounts, provided they are not modifications to the policy of
reclassification of series due to non-compliance with said amounts.
VII.
Commissions and remuneration.
VIII.
Observed risk value in the last year.
IX.
Persons forming the board of directors, or occupying the position of general director or
regulatory controller.
X.
Credit or market risk rating.
XI.
Changes to regulatory references.
XII.
Social name of the investment fund or of the operating company of the investment fund
that manages it, when the approval of the modifications to the bylaws is obtained
by the Commission.
XIII.
General data of the investment fund such as address, telephone number, website
address, office address, data of the persons to whom one can contact to
request additional information, as well as service providers of the investment fund other
than investment advisors or portfolio service providers.
XIV.
Name or nomenclature of the benchmark bases, when this is a consequence of
changes made by the index provider.
XV.
Benchmark base, provided this modification is consistent with the investment objective of the
investment funds.
XVI.
Investment objective, only when the changes are not originated by modifications in the
investment regime or investment policy, such as revealing additional information about the
main risk to which the investment fund is exposed, the period considered adequate
for the investor to maintain their investment, or providing detailed information on the
diversification model.
XVII.
Investment policies, investment regime and risks related to the investment, only in
the case of investment funds categorized as indexed, when the benchmark base that
they replicate has modifications in its composition by including a new Underlying Asset in the reference index.
XVIII.
Buy and sell policies of shares representing the share capital of the investment fund,
such as procedures for receipt, assignment and registration of orders, unless the
intention is to modify the repurchase percentage, days and hours for receipt, execution of
orders and settlement of operations.
XIX.
Expansions in the sections on risk disclosure, provided the investment regime or the
investment strategy of the fund is not modified.
XX.
Policies established to prevent and avoid conflicts of interest.
XXI.
Capital structure and shareholders.
XXII.
Fiscal regime.
XXIII.
Corporate acts.
XXIV.
Date of authorization of the information prospectus for public investors and procedure for
disseminating its modifications.
XXV.
Public documents.
XXVI.
Source where financial information can be consulted.
XXVII.
Additional information.
XXVIII.
Persons responsible for signing the information prospectus for public investors.
The modifications to the information prospectus for public investors referred to in fractions I to
XXVIII above must not imply direct or indirect changes in the investment regime or in the
share buy and sell policy, nor prevent the investor from having the necessary information
that allows them to make a reasoned and well-informed investment decision regarding said investment fund.
Each time the information prospectus for public investors is modified, it must be sent to the
Commission, no later than within five (5) business days prior to the date on which the
modifications take effect, a copy showing the changes highlighted, accompanied by a declaration,
under oath of telling the truth, by the person authorized to sign the prospectus in question, indicating that the changes fall under any of the scenarios referred to in the aforementioned fractions. Said
copy must be sent to the Commission in terms of what is indicated in article 85 of these
provisions.
The Commission, at any time, may formulate observations and require that modifications be made to the
information prospectus for public investors, when it considers that it does not comply with the Law and these
provisions. "
" Article 25 Bis 12.- Spin-off investment funds may alienate, as an exception to what is stated
in article 5 of these provisions, the Underlying Assets that integrate their investment portfolios
with entities and companies belonging to the same Consortium or Business Group of which the
part of the investment fund operating company that administers them, without requiring prior authorization from its board of directors or the Commission, provided that the Head of Integrated Risk Management certifies that the divestment was carried out in the best interest of investors. "
" Article 25 Bis 14.- Investment funds resulting from a spin-off process in accordance with Article 14 Bis 7 of the Law, shall not constitute new series or share classes. "
" Article 63 Bis 5.- Companies and entities acting as distributors of shares of investment funds shall be obliged to take the necessary actions so that their clients can terminate the contracts they have entered into with said companies and entities, by writing in which they express their will to terminate the legal relationship with that company or entity.
Clients, at any time, may enter into such contracts with another company or entity acting as a distributor of shares of investment funds. In these cases, the provisions set forth in the second paragraph of this article regarding the deadlines to transfer the shares representing the share capital of the investment fund in question and the respective resources, and to terminate the contractual relationship once the respective client request is received.
Clients may agree with any company or entity acting as a distributor of shares of investment funds with which they decide to enter into the new contract, that these carry out the necessary procedures to terminate the contract they have entered into with any company or entity acting as a distributor of shares of investment funds, provided that prior to the signing of said contract with the client, the companies and entities acting as distributors of shares of investment funds have a standard form contract signed with the operating companies that administer said investment funds. The company or entity acting as a distributor of shares of investment funds with which the client has decided to terminate the contract, shall be obliged to inform the company or entity acting as a distributor of shares of investment funds responsible for carrying out the respective termination procedures, all the information necessary for this purpose.
Likewise, they shall be obliged to transfer the shares representing the share capital of the fund of investment at the average acquisition cost of each of them and the corresponding resources subject to the contract, to the account in the name of the client or clients at the company or entity acting as a distributor of shares of investment funds requesting it, as indicated by them, and to terminate the contract within fifteen business days. For these purposes, it shall be sufficient for a communication that the company or entity acting as a distributor of shares of investment funds requesting it to send to the company or entity acting as a distributor of shares of investment funds with which the client has decided to terminate the contract.
It shall be the responsibility of the company or entity acting as a distributor of shares of investment funds that requests the transfer of shares and resources and the termination of the contract corresponding, to have the express authorization of the client or clients in question for the carrying out of the acts provided for in this article.
If the client, whose contract termination is requested, objects to such termination or the transfer of resources or shares carried out for not having granted the respective authorization, the company or entity acting as a distributor of shares of investment funds requesting shall be obliged to deliver the shares and resources in question to the company or entity acting as a distributor of shares of investment funds original within a period of ten business days counted from the date the client manifests their disagreement with the transfer of resources. This, regardless of the payment of damages and losses caused to the client and the sanctions applicable under the Law.
The requests, authorizations and communications referred to in this article, may be carried out by writing with handwritten signature, by any other electronic, optical or any other technology that the parties have previously agreed upon, or through the same mechanisms used to carry out the contract that is intended to be terminated, provided that it can be proven reliably the legal act in question.
The companies or entities acting as distributors of shares of investment funds shall inform through the contracts, the manner and terms in which clients may terminate the contractual relationship, including the procedure for the transfer of shares and resources to another company or entity acting as a distributor of shares of investment funds in accordance with what is provided for in this article. Additionally, the companies or entities acting as distributors of shares of investment funds may disclose what is provided for in this paragraph through information brochures or their Internet page, or in the investment services guide referred to in the "General Provisions applicable to financial entities and other persons who provide investment services", published in the Official Gazette on January 9, 2015 and its various modifications. "
" Article 106.- . . .
I. to III.
. . .
IV.
. . .
a) to h)
. . .
i)
By share classes acquired by other equity investment funds or in debt instruments, whose investment regime provides for investment in shares of investment funds, when these are administered by an operating company of investment funds different from the one that administers them.
. . .
. . .
. . .
. . .
. . . "
" Article 128.- Investment fund operating companies in addition to the internal audit functions referred to in Article 127 of these provisions, shall carry out a technical evaluation of the aspects of Integrated Risk Management indicated in Annex 10 of these provisions, at least every two fiscal years. The results of the evaluation shall be recorded in a report signed by the General Director, in their capacity as responsible. This report shall be prepared by the Head of Integrated Risk Management, and must be presented for approval to the board of directors of the investment fund operating company and sent to the Commission within the first ten business days of the month of March following the biennial period to which the report refers.
In the event that investment fund operating companies have opted for any of the options provided for in Article 125 of these provisions, the aforementioned report must be approved by the risk committee, prior to its presentation to the board of directors mentioned.
The report shall contain the general conclusions on the state of the Integrated Risk Management of each investment fund, including opinions and observations regarding each of the aspects contained in Annex 10 cited above, as well as corrective measures deemed appropriate to resolve any deficiencies identified.
The Commission may order, before the end of the aforementioned two-fiscal-year period, the carrying out of an evaluation that meets the requirements contained in Annex 10 of these provisions, when in the judgment of the Commission itself, there are significant changes in the processes and practices of Integrated Risk Management or in case a deterioration is observed in the financial stability, solvency and liquidity of the investment funds, in accordance with what is provided for in Article 5, penultimate paragraph of the Law of the National Banking and Securities Commission. "
TRANSITIONAL PROVISIONS
FIRST.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
SECOND.- Investment funds shall have a period of six months, counted from the entry into force of this Resolution, to send to the National Banking and Securities Commission the update of their prospectuses of information to the investing public containing the reforms and additions derived from this instrument, as well as documents with key information for investment. The aforementioned update must be accompanied by a statement by the person authorized to sign the prospectus of information to the investing public in question, in which they indicate, under oath, that the aforementioned modifications were made in accordance with this Resolution. Any other modification to the prospectus of information to the investing public will require prior authorization from the National Banking and Securities Commission.
The National Banking and Securities Commission, at all times, may make comments or observations on the documentation referred to in the preceding paragraph so that it complies with what is provided for by this Resolution. "
Sincerely
Mexico City, August 8, 2022. - President of the National Banking and Securities Commission, Dr. Jesús de la Fuente Rodríguez.- Signature.
ANNEX 2
REQUIREMENTS AND CHARACTERISTICS FOR THE PREPARATION OF THE PROSPECTUS OF INFORMATION TO THE PUBLIC INVESTORS OF EQUITY INVESTMENT FUNDS AND DEBT INSTRUMENTS
I.
GENERAL GUIDELINES
This document includes the information disclosure requirements to which equity investment funds and debt instrument investment funds (Investment Funds) must adhere for the preparation of prospectuses of information to the investing public (Prospectuses).
The Prospectus must be prepared based on an information disclosure approach, that is, providing the investor with all necessary information so that they can make a reasoned and well-informed investment decision regarding the Investment Fund in question.
The order in which the different sections of the Prospectus are presented must adhere to this Annex, except for particular cases that require a different order and are previously authorized by the Commission.
In the preparation of the Prospectus, clear and easy-to-understand language must always be used, avoiding technical terms or complicated legal formalisms that cannot be easily understood by a person who does not have specialized knowledge in the subject matter. Likewise, superlative terms and value judgments must be avoided; however, if deemed necessary, they must be adequately justified.
A.
PRINCIPLE OF RELEVANCE
In addition to the information explicitly required in the various sections of the Prospectus, all relevant information must be included, understood as all information from the Investment Fund necessary to know its real and current situation in financial, administrative, economic and legal matters, as well as its risks, as well as information about the operating company of investment funds that administers the Investment Fund and, if applicable, information about the financial group to which the latter belongs, regardless of its position in the group, as long as it influences or affects such situation, and that is necessary for reasoned investment decisions and estimation of the price of the shares of the Investment Fund, in accordance with uses and practices of analysis of the Mexican securities market.
This principle must be followed at all times in the preparation of the Prospectus when determining the depth and breadth with which the various topics established in this Annex must be developed.
It shall be the responsibility of the Investment Funds, as well as the persons who sign the Prospectus, to determine what information is considered relevant in the context of the particular characteristics of each Investment Fund, taking into account both quantitative and qualitative factors.
The Commission may require the inclusion of additional information or in substitution of the information required in this Annex, when the disclosure of such information is deemed necessary.
B.
SPECIFICATIONS OF THE PROSPECTUS
The Prospectus shall contain information related to the Investment Fund in detail. Likewise, it shall be part of the Prospectus the document with key information for investment that must be delivered to investors and always used for commercial purposes, complying with what is stated in the Annex 3 of these provisions.
Prospectuses of newly created Investment Funds, as well as modifications to Prospectuses that are not covered by Article 14 Bis of these provisions, must be sent to the Commission through the STIV, for authorization, omitting information related to dates of authorization or modification of the Prospectus, share capital, number of shareholders, investors owning more than 30% of a series or more than 5% of the share capital, returns, ticker symbols, composition of the investment portfolio, minimum investment amounts, commissions, remuneration, observed risk value in the last year, members of the board of directors and names of service providers, as well as the credit or market risk rating in which the Investment Fund will be located, which will not be subject to authorization and may be modified at any time. The corresponding sections may be indicated with a blank space and once the Prospectus is authorized, the information related to each of them must be included as appropriate. The Prospectuses and documents with key information for investment must be available at all times to the investing public through the website of the operating company of investment funds that administers the Investment Funds or, if applicable, on the website of the financial group to which the latter belongs, as well as on the website of the other entities that distribute their shares comprehensively.
Regarding shared information corresponding to Investment Funds administered by a same operating company of investment funds, this may be presented for authorization in a single document. Likewise, the information presented in detail for each Investment Fund in no case may make exceptions to the shared information by other Investment Funds.
The copies of the Prospectuses sent to the Commission with observations formulated by this supervisory authority must show the changes highlighted and be accompanied by another document signed by a person designated by the board of directors of the operating company that administers the Investment Fund, manifesting that the highlighted changes are the only ones made to the last version delivered to this authority.
Additionally, Investment Funds must update their Prospectus, at least once a year and provide it to the Commission through the STIV, no later than the tenth business day immediately following the date on which the board of directors of the operating company that administers the Investment Fund approves the annual financial statements of the Investment Fund itself.
In any case, Investment Funds must send through the STIV to the Commission, as well as to the companies and entities providing them with the service of distribution of their shares, a duly signed copy of the Prospectus no later than the next business day after the notification of the authorization of the modifications, or of the updates, that are made to the Prospectus.
C.
EXTERNAL INFORMATION SOURCES AND EXPERT DECLARATION
When a report, statistics or other information contained in the Prospectus has been obtained from a public source of information, it must be cited. In case the information comes from an expert, a declaration must be included indicating that such information has been included with the consent of the person in question.
D.
REFERENCES TO LAWS AND OTHER REGULATIONS
When reference is made to any provision contained in a law or secondary regulation, its content must be described.
II.
INFORMATION REQUIRED IN THE PROSPECTUSES
A)
COVER
The cover of the Prospectus must contain, at minimum, the following information:
Corporate name and ticker symbol.
Category of the Investment Fund.
Specification of share classes and series.
Corporate address and address of the operating company that administers the Investment Fund or, if applicable, of the customer service offices of this or of any of the entities that provide the comprehensive share distribution service to the Investment Fund itself.
Website of the operating company that administers the Investment Fund, as well as contact data to request additional information.
Date of authorization of the Prospectus.
The following legend referred to in Article 9, third paragraph of the Investment Funds Law: " The authorization of prospectuses of information to the investing public does not imply certification on the goodness of the shares 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. "
Corporate name of the operating company that administers the Investment Fund.
Days and hours for receiving orders. In case this information is extensive, it must refer to the corresponding section, indicating only the periodicity and schedule.
Declaration stating that the information contained in the Prospectus is the responsibility of the operating company that administers the Investment Fund in question.
Indication that the investment in the Investment Fund is not guaranteed by the Federal Government nor the entities of the semi-public administration.
Mention that the operating company that administers the Investment Fund and, if applicable, the entity and/or company acting as a distributor of its shares, have no payment obligation in relation to the aforementioned Investment Fund and that the investment in it is only backed up to the amount of the equity of the Investment Fund itself.
Indication that the updated version of the Prospectus can be consulted on the website of the operating company that administers the Investment Fund or, if applicable, of the financial group to which it belongs, as well as on the website of the other entities that distribute the shares of the Investment Fund comprehensively.
Regarding Investment Funds categorized as discretionary, it must be warned that they are funds that, due to their degree of specialization, are recommended to investors with extensive financial knowledge.
In the case of Investment Funds categorized as money market funds, it must be warned that the purchase of their shares is not equivalent to constituting money deposits in credit institutions.
B)
INDEX
On the first page of the Prospectus, an index of its content must be incorporated according to the following:
OBJECTIVES AND INVESTMENT HORIZON, INVESTMENT STRATEGIES, RETURNS AND RELATED RISKS
a)
Objectives and investment horizon.
b)
Investment policies.
c)
Investment regime.
i).
Participation in financial derivatives, Structured Securities, Fiduciary Exchange Certificates or Asset-Backed Securities.
ii).
Temporary investment strategies.
d)
Risks associated with investment (include only those applicable).
i)
Market risk.
ii)
Credit risk.
iii)
Liquidity risk.
iv)
Operational risk.
v)
Counterparty risk.
vi)
Loss in disordered market conditions.
vii)
Legal risk.
e)
Returns.
i)
Returns graph.
ii)
Returns table.
OPERATION OF THE INVESTMENT FUND.
a)
Possible acquirers.
b)
Policies for the purchase and sale of shares.
i)
Day and time for receiving orders.
ii)
Execution of operations.
iii)
Settlement of operations.
iv)
Causes of possible suspension of operations.
c)
Minimum amounts.
d)
Minimum holding period.
e)
Limits and policies on holdings by investor.
f)
Service providers.
i)
Operating company that administers the Investment Fund.
ii)
Share distributing company that provides services to the Investment Fund.
iii)
Share valuation company that provides services to the Investment Fund.
iv)
Other service providers.
g)
Costs, commissions and remuneration.
ORGANIZATION AND CAPITAL STRUCTURE.
a)
Organization of the Investment Fund in accordance with what is provided in Article 10 of the Law.
b)
Capital structure and shareholders.
CORPORATE ACTS.
TAX REGIME.
DATE OF AUTHORIZATION OF THE PROSPECTUS AND PROCEDURE TO DISCLOSE ITS MODIFICATIONS.
PUBLIC DOCUMENTS.
FINANCIAL INFORMATION.
ADDITIONAL INFORMATION.
RESPONSIBLE PERSONS.
ANNEX. INVESTMENT PORTFOLIO.
The Prospectus must include in "bold" the following paragraph at the end of the index, ensuring it is, at least, 2 points larger in font size than that used in the index:
" No intermediary, attorney-in-fact to carry out operations with the public or any other person, has been authorized to provide information or make any declaration that is not contained in this document. As a consequence of the foregoing, any information or declaration that is not contained in the present document shall be understood as not authorized by the Investment Fund. "
C.
CONTENT
OBJECTIVES AND INVESTMENT HORIZON, INVESTMENT STRATEGIES, RETURNS AND RELATED RISKS
a)
Objectives and investment horizon
In this section, the type of assets in which the Fund of Investment invests must be briefly described in accordance with its category, mentioning if they are shares, debt securities, financial derivatives, Structured Securities, Asset-Backed Securities or Fiduciary Exchange Certificates, as well
such as the bases that will be used as a reference to determine the expected return,
indicating whether they are related to financial models or to indices, interest rates, exchange rates or
any other indicator, provided that its composition and the source where it can be consulted
publicly are indicated.
In any case, Investment Funds must disclose the main risk associated with the investments they
make. Likewise, the term, in days, months or years, that is estimated or considered appropriate
for the investor to maintain their investment, taking into consideration the objectives of the Investment Fund itself.
The Investment Fund must indicate the type of investors to which it is oriented, that is, to
small, medium or large investors, considering the minimum investment amounts required and their
level of complexity or sophistication. Likewise, it must indicate whether it is directed to investors who seek
high, medium or low risk investments, based on their objective, strategy and rating.
b)
Investment Policies
In this section, it must be explained whether the Investment Fund follows an active management strategy,
in which it takes risks seeking to take advantage of market opportunities to try to increase its
expected return and exceed its reference base, or if asset management is passive or
conservative, which seeks a return similar to its reference base, without taking additional risks.
Additionally, the investment policies that will guide the choice
of investments must be described in general, specifying the types of equity securities in which it will invest, and in case of
maintaining investments in shares, the general selection criteria must be indicated, such as sector
of activity, market capitalization, nationality of the issuer or size of the company, among others.
Regarding debt-representative securities, the duration of the Investment Fund's portfolio as a whole must be disclosed,
indicating whether it is short, medium or long term, as well as whether the securities that make it up are government, state, municipal, banking or corporate, or if it will be integrated by
a mix of such securities.
It must disclose, when applicable, the policies for contracting loans and credits, including
those for the issuance of debt-representative securities on its behalf.
In the event that the Investment Fund plans to carry out repo or securities lending operations,
it must specify whether it will act as the repo taker, repo provider, lender or borrower, as applicable.
When the Investment Fund receives investment advisory services or model portfolio services that suggest
taking investment decisions, it must disclose:
i)
The degree of responsibility of the investment advisor in the implementation of the recommendations
it issues.
ii)
The general data of the person providing the investment advisory service, including in
an illustrative but not exhaustive manner, its name or corporate name, description of the services that
it will provide to the Investment Fund, the country where it is incorporated and the authority that regulates it.
iii)
That the operating company that manages the Investment Fund will be responsible, at all
times, for the operations carried out based on the recommendations received by the
investment advisor.
Likewise, a copy of the corresponding service provision contract must be sent to the Commission, through the STIV,
where the provisions of subsection iii) of the previous paragraph are established. In the event that
such contract is drafted in a language other than Spanish, a translated copy of said document must also be provided.
If it concerns Indexed or Hedging Investment Funds, the different alternatives or
instruments that will be used must be indicated.
c)
Investment Regime
In this section, the Investment Assets of the Investment Fund that
will form the Investment Fund's portfolio must be mentioned, indicating the diversification and specialization criteria; for
the purposes of the foregoing, it must incorporate all the information that allows investors to understand
adequately the criteria and characteristics for the selection of the Investment Assets that are
determined necessary to implement the investment strategy.
Likewise, it must be indicated whether the Investment Fund will invest and in what proportion, in assets issued by
companies of the same Consortium or Business Group to which, if applicable, the operating company
that manages the Investment Fund belongs.
Likewise, if the Investment Fund acquires debt-representative securities, it must indicate the
minimum credit risk rating, whether in local or global scale, or in both, as applicable at the
moment of acquisition.
In the event that the Investment Fund plans to carry out repo or securities lending operations,
it must mention the maximum term of such operations, the securities subject to these operations, policies
for selecting counterparties, policies for agreeing on the premium, as well as the price as applicable, regardless of the denomination currency of the securities subject to these operations.
Likewise, the liquidity policy must be indicated so that the Investment Fund has the
necessary resources to meet its obligations.
Additionally, a table must be included indicating the investment parameters determined by the
Investment Fund itself, including, if applicable, repo operations, securities lending operations and financial derivative instruments, in which the types of securities and the minimum and maximum percentages
allowed of these in relation to net assets, issuer's share capital, issuance or series, as applicable, are indicated.
Finally, if applicable, the following policies will be described:
i)
Participation in Financial Derivative Instruments, Structured Securities, Exchange-Traded Certificates or Asset-Backed Securities
In the event that the Investment Fund plans to enter into transactions with financial derivative
instruments, it must mention the applicable operating policies, indicating whether their purpose is
exclusively for risk hedging, or if they will also be used for taking speculative risks.
Additionally, in the case of investments in Structured Securities, Fiduciary Exchange-Traded Certificates or
Asset-Backed Securities, the types of structures in which the Investment Fund plans to invest must be detailed.
Regarding Investment Funds that take risks through financial derivative instruments,
the manner in which such instruments will be used, types of underlying assets consistent with their category and investment regime, limits that will be established, types of operations that may be entered into and
markets in which they may operate must be indicated.
ii)
Temporary Investment Strategies
In the event that the Investment Fund plans to carry out temporary investments different from those indicated
in its investment regime, under conditions of high volatility in financial markets, or well as economic or political uncertainty, it must be indicated in this section.
Additionally, it must be indicated that, when adopting temporary investment strategies, the operating company of investment funds that manages it or the company that provides the service of distribution
of its shares will make them known to the shareholders of the Investment Fund through the account statement and on the website of the aforementioned operating company, describing the
strategy to be implemented and the reasons for its adoption.
In the event that the Prospectus does not provide for the possibility of implementing temporary investment strategies, the Investment Fund must indicate that, at all times, it will adhere to its original strategy regardless of the environment.
d)
Investment Risks
In this section, the main risks to which the Investment Fund will be exposed will be included
according to its category and investment regime, including first the most relevant one indicated in its objective. In any case, it will be explained clearly what the main risks consist of, the
reason for being considered risks by the operating company that manages the Investment Fund and how
they can affect its return or equity. In this sense, they must disclose the risks that
may have a negative impact on the price of the shares of said Investment Fund.
Additionally, it must be indicated that, regardless of whether it is an Equity or Debt Instrument Investment Fund, of its objective, category or rating, there is always the
possibility of losing the resources invested in said Investment Fund.
For each of the types of risk to which the Investment Fund is exposed, it must
describe, as applicable, the following:
i)
Market Risk
In this section, the market risks to which the Investment Fund will be exposed must be indicated,
such as interest rates, exchange rates and price indices, among others, explaining the manner
in which such risks affect the price of the shares of the Investment Fund itself.
Furthermore, the market risk rating in which the Investment Fund will be located must be included
and the meaning of this, mentioning the range of the rating scale, where a certain indicator corresponds
to the lowest market risk, while another represents the highest, as well as the definition of the level in which it is located. This, using the scale of the rating agency that provides rating services to the
Investment Fund.
Additionally, the maximum limit and average observed during the last year of its
Value at Risk must be indicated, as well as a brief description of its meaning, methodology and assumptions used for its obtaining, including that the definition of Value at Risk is valid only under normal market conditions.
ii)
Credit Risk
In this section, the credit risks to which the Investment Fund will be exposed
derived from the failure to pay by an issuer of debt securities in which it invests must be explained.
If applicable, the credit risk rating in which the Investment Fund will be located must be included
and the meaning of said rating, mentioning that the rating scale goes from "AAA" to "B", where
"AAA" corresponds to the lowest credit risk, while "B" represents the highest, as well as the definition
of the level in which it is located. This, using the scale of the rating agency that provides rating services to the
Investment Fund.
iii)
Liquidity Risk
In this section, the liquidity risk to which the Investment Fund will be exposed
derived from the potential loss that could be caused by the early or forced sale of securities in which the Investment Fund itself invests, or by unusual discounts to meet its
redemption obligations must be explained.
iv)
Operational Risk
In this section, the operational risk to which the Investment Fund will be exposed
must be explained, derived from the potential loss that could be caused by failures or deficiencies in internal controls,
by errors in the processing and storage of operations or in the transmission of information, as well
as by fraud or theft.
v)
Counterparty Risk
In this section, the risk to which the Investment Fund will be exposed must be disclosed, derived from
a possible loss generated by the failure to meet obligations contracted by its counterparties in
operations with securities, instruments or documents in which it invests.
vi)
Loss under Disordered Market Conditions
In this section, the Investment Fund must disclose that the investor is exposed to a
loss due to the possibility of the application of a differential in the valuation price of the operations of
purchase and sale of its shares, under disordered market conditions that could generate significant and unusual purchases or sales of said shares.
To this effect, it must be indicated that the referred differential will be applied consistently to all
operations carried out with investors, the amount of which will remain in the Investment Fund for the benefit of the shareholders who remain in it, and the mechanics for its application must be briefly described, as well as the history of its use by the Investment Fund itself.
vii)
Legal Risk
In this section, the legal risk to which the Investment Fund will be exposed must be explained, derived
from the potential loss due to the possible non-compliance with applicable legal and administrative provisions,
by the issuance of unfavorable administrative and judicial resolutions or by the application of sanctions
related to the operations of the Investment Fund itself.
e)
Returns
In this section, the historical returns of the Investment Fund must be disclosed, if applicable,
by share series. The return information will be calculated based on the methodology established
by the Commission. Regarding the versions of the Prospectus presented on the website,
a link to this information may be included in this section.
In the event that the Investment Fund has undergone any transformation, as a result of which the
investment regime has changed significantly, the information presented regarding the
returns will start from when such change takes effect. The information presented in this section
will apply to all share series with which the Investment Fund has.
In the event of not having the required information, the available historical information from
the date of the start of operations of the Investment Fund will be used, provided that this is more than six months.
The aforementioned Investment Fund must include a statement indicating that its past performance may not be indicative of the performance it will have in the future.
In this section of the Prospectus, the following information regarding returns must be included:
i)
Return Graph
In this section, a graph will be presented with information related to the price of the share of the
Investment Fund and its return during the last three years.
The graph must present the information assuming a hypothetical initial investment of $10,000.00,
comparing it against the performance of a similar investment in some market index or reference base,
in the same time period. Likewise, daily prices will be shown, through a linear graph, on the
right vertical axis of the graph, while on the horizontal axis, monthly nominal returns of the Investment Fund will be shown, through bar charts.
Below, an example is shown of the manner in which the information must be presented:
Regarding Capital Protected Investment Funds, in substitution for the graph with the information
referred to in the previous paragraphs, a table must be shown, assuming an initial investment of
$10,000.00, with the following three prospective scenarios: "positive", "base" and "negative", and whose data are
shown in monetary terms, allowing the investor to have a clear representation of the risk and return profile of the Investment Fund.
The table must contain a result column and a comment column for each scenario,
considering the following:
The "positive" scenario must assume that market conditions, at the end of the capital protection period, are better than current ones.
The "base" scenario must assume that current market conditions remain unchanged
during the period in which the Investment Fund protects capital.
The "negative" scenario must consider that market conditions, at the end of the capital protection period, are worse than current ones.
For the comments column, complementary information that could be useful for the better understanding of the results of each scenario must be considered.
Below, an example is shown of the manner in which the information must be presented:
The following results assume an initial investment of $10,000.00
Scenario
Result
Comment
Positive
Base
Negative
ii)
Returns Table
In this section, the returns of the last month, the last three months, the last
twelve months and the last three years, of the Investment Fund, of the risk-free instrument and, if applicable, of the reference index, in accordance with the following table:
Returns Table 1
Last
month
Last 3
months
Last 12
months
Year x, x-1 and x-2
Gross Return
Net Return
Risk-free Rate
(Cetes 28 days)
Reference Index
1/ For Equity Investment Funds, effective returns will be included and for Debt Instrument Investment Funds, annualized nominal returns.
If there are commissions, or costs not reflected in these returns, the Investment Fund must
clarify that the returns may be lower than those shown due to such circumstances.
Regarding Investment Funds whose investment horizon is short term, the average return in the last calendar year must be mentioned, as well as the highest and lowest monthly return
obtained within the same period, according to the following table:
Annualized Returns Table (nominal)
Last
month
Last 3
months
Last 12
months
Month
Return
Low
Month
Return
High
Gross Return
Net Return
Risk-free Rate
(Cetes 28
days)
Reference Index
The provisions of this subsection ii) will not be applicable regarding Capital Protected Investment Funds.
INVESTMENT FUND OPERATION
In this section, the information regarding the general operational guidelines of the
Investment Fund must be included, mentioning the policies and requirements to participate in it. If applicable, such information must be specified by share series. In this sense, the following information must be provided:
a)
Possible Acquirers
Mention the persons who may acquire its shares given the tax regime applicable to the
shareholders, indicating whether they are natural or legal persons, as well as persons not subject to withholding.
In the event that the Investment Fund establishes share series based on the criteria referred to in article 43 of the "General Provisions applicable to financial entities and other persons providing investment services", which justifies by the companies or entities that
provide the service of distribution of investment fund shares to such clients access to the series in question, it must:
Specifically indicate the share series that will be established according to the aforementioned criterion.
Incorporate the following legend: "The committee responsible for financial product analysis, equivalent body or person in charge of the distributing companies or financial entities that
provide the share distribution service to the Investment Fund, will be those who will elaborate and
approve the criteria and conditions in accordance with what is established in article 43 of the
"General Provisions applicable to financial entities and other persons providing investment services", with the effect of giving access to investors to a certain series of the
Investment Fund taking into consideration, in an illustrative but not exhaustive manner, the following:
(i) the provision of advisory or non-advisory services; (ii) the operation in securities and, if applicable, in investment funds; (iii) investments in securities managed for client or contract, and
(iv) any other quantitative or qualitative factor that influences the segmentation of the clientele based on the services provided.
The aforementioned criteria must avoid inequitable treatment among investors and must be
based on objective conditions".
Likewise, Institutional Investors who may invest in the securities of the
Investment Fund must be included, taking into consideration the authorization that the Commission has granted for such securities to be the object of institutional investment.
b)
Policies for the purchase and sale of shares
The terms and conditions for investors to carry out share purchase and sale operations must be mentioned, specifying the procedure for receiving, transmitting and registering the orders for the purchase and sale of the shares of the Investment Fund and the terms through which investors can make their entire participation liquid.
Regarding Open Investment Funds, the policies for the repurchase of the
shares representing its share capital and the causes for which such operations could be suspended must be indicated,
establishing the maximum percentage of repurchases jointly by investors that the Investment Fund could attend, measured in function of its net assets, which cannot exceed the minimum limit of
easily realizable values, and values with maturity less than three months established in the investment regime of the Investment Fund. In addition, the policy that the Investment Fund will establish to attend the repurchases of investors that exceed the maximum percentage
previously indicated must be described.
Likewise, the preferential rights that may exist to subscribe and
repurchase shares representing its share capital must be mentioned.
Likewise, the obligation on the part of the Investment Fund to acquire 100%
of the shares of investors, at valuation price and without any differential, due to changes in
the investment regime or repurchase, specifying the deadlines for this, must be mentioned.
i)
Day and time for receiving orders
In this section, the days and schedule in which purchase and sale orders of shares can be received will be indicated, indicating the policy of business days of operation of the Investment Fund, specifying if its operation applies only to national business days or if it also uses calendars of business days of foreign markets.
In the event of using calendars of business days of foreign markets, the website of the
operating company that manages the Investment Fund must be indicated, in order for the
investors may consult the operating days of the Investment Fund in question.
Additionally, when the Investment Fund establishes order reception schedules based on the securities markets where its Investment Assets are traded, the location on the website of the operating company that manages the Investment Fund where the operating hours of the Investment Fund in question can be consulted, as well as any temporary changes, if applicable, must be indicated.
Likewise, the operating policy to be followed for the receipt of requests, execution, and settlement of buy and sell operations for the Fund's shares in case they are presented on non-business days must be established. Regarding order reception schedules, the policy for handling orders received outside the schedule established by the Investment Fund for such purposes must be established.
ii)
Execution of operations
The Investment Fund must indicate the timeframe in which orders will be executed relative to the date of sending said orders, as well as the price at which the operations will be concluded.
In all cases, it must be revealed whether a reduction in the price of the shares will be applied under disordered market conditions.
iii)
Settlement of operations
Indicate the settlement timeframe for buy and sell operations, counted from the execution of said operations, indicating whether the investor is required to have available funds from the date the operation is ordered, either in cash or in other types of securities.
iv)
Causes for possible suspension of operations
It must be established whether, in cases of force majeure or fortuitous events, the buy and sell operations of the Investment Fund would be suspended. Likewise, it will be indicated that the Commission may suspend operations under these circumstances or in case of repeated non-compliance with provisions that could cause harm to shareholders.
c)
Minimum amounts
Mention if there are minimum investment amounts to participate in the Investment Fund and their amount; likewise, it must be clearly specified whether this amount is per series of shares of the Investment Fund or for the total amount invested in the funds managed by the investment fund operating company, and define the procedure with which the minimum amount will be calculated (average monthly amount, amount at month-end, or other), as well as the consequences, and if applicable, the commissions that will be generated for being below the mentioned minimum amounts.
Likewise, the reclassification policy must be established, including the times in which these will take effect, specifying that such reallocation or reclassification will not be applicable when the decrease in the investment balance is the result of decreases in the price of the Investment Fund's shares.
In case the Investment Fund establishes share series based on the criteria referred to in article 43 of the "General Provisions applicable to financial entities and other persons providing investment services", the following legend must be incorporated:
"The Fund does not require minimum amounts for the acquisition of its shares; however, each distributing company or financial entity that provides the distribution service to the Investment Fund is fully free to establish its own conditions for charging commissions on the management of investment accounts under the terms stated in the contracts it enters into for this purpose with its clients, so it is suggested to consult these conditions directly with the distributors."
d)
Minimum holding period
In case there is a mandatory minimum period during which the investor must remain in the Investment Fund, this period must be indicated in days, months, or years. In this case, it will be indicated if the investor will be subject to paying any commission in case of withdrawing their resources before the established period and the basis for calculation or amount.
e)
Limits and policies on investor holdings
The maximum shareholding limits per investor must be indicated, as well as the actions to be taken in case of non-compliance. Additionally, if applicable, the policies established by the board of directors of the operating company that manages the Investment Fund will be indicated, so that persons who comply with the mentioned policies may temporarily acquire percentages higher than such limits.
f)
Service providers
The Investment Fund must indicate the companies or entities that provide it with the services referred to in the Law. Likewise, it must indicate that the board of directors of the operating company that manages the Investment Fund has the obligation to evaluate, at least once a year, the performance of such persons, and mention whether the result of said evaluation, as well as any changes in said service providers, will be notified to shareholders through the account statement or the website of the Investment Fund.
Additionally, the area or personnel that investors may contact in case of requiring information about the Investment Fund must be mentioned, as well as the means by which said area or personnel can be contacted.
Regarding service-providing companies, the following information must be provided:
i)
Operating company that manages the Investment Fund
Include the main data regarding the operating company that manages the Investment Fund, such as name, address, website, and phone numbers.
ii)
Share distributing company that provides services to the Investment Fund
If applicable, specify the entities or companies contracted to distribute the shares of the Investment Fund, specifying whether they are reference or full-service distributors.
iii)
Share valuation company that provides services to the Investment Fund
The frequency with which the shares of the Investment Fund will be valued must be mentioned, as well as the entity or company that provides this service.
Likewise, it must be indicated that the Investment Fund will not be valued on days determined as non-business days in the calendar issued by the Commission.
iv)
Other service providers
The names of other persons who, in accordance with the Law, provide services to the Investment Fund must be included in this section, as well as the type of service provided.
g)
Costs, commissions, and remuneration
The Investment Fund must indicate the costs, commissions, and remuneration that its shareholders and the Investment Fund itself must pay, respectively. For these purposes, the concepts that generate them, the procedure and basis for their calculation, as well as the frequency or circumstances in which they will be charged, must be specified.
The Investment Fund must indicate the commissions and remuneration, expressed in annual terms for each share series of the Investment Fund itself, considering the concepts detailed below:
i)
Commissions paid directly by the client
Concept
Series "n"
Series "n+1"
% $ % $
Failure to meet minimum holding period
Failure to meet minimum investment balance
Purchase of shares
Sale of shares
Advisory Service
Share Management Service
Others
Total
ii)
Commissions paid by the Investment Fund
Concept
Series "n"
Series "n+1"
% $ % $
Asset Management
Asset Management / Performance-based
Share Distribution
Share Valuation
Deposit of Investment Assets
Deposit of shares
Accounting
Others
Total
In case Investment Funds maintain investments in shares of other Investment Funds or collective investment mechanisms, to present the above information, they must add to the remuneration accrued or paid, expressed in annual terms, in the corresponding item, those derived from the investment in said Investment Funds or mechanisms. Regarding investments in foreign Investment Funds or collective investment mechanisms, to comply with the provisions of this paragraph, they will use the last information provided to them or to which they have access.
ORGANIZATION AND CAPITAL STRUCTURE
In this section, information regarding how the Investment Fund is organized and its capital structure must be provided.
In all cases, the following legend must be inserted:
"Investment Funds, as an exception to the General Law of Commercial Companies (LGSM), do not have a shareholders' assembly, board of directors, or auditor.
The functions that the LGSM assigns to the shareholders' assembly are entrusted to (Name of the founding partner) and, in some cases, to the rest of the partners of the Investment Fund.
The activities that the LGSM assigns to the board of directors are entrusted to (Name of the operating company that manages the Investment Fund).
The oversight of the Investment Fund is assigned to the regulatory controller of (Name of the operating company that manages the Investment Fund)."
a)
Organization of the Investment Fund according to what is provided in article 10 of the Law
Regarding the board of directors of the operating company that manages the Investment Fund, the number of members that compose it (principal and alternate) must be mentioned, as well as the type of directors (independent, equity, or related).
Additionally, the following information must be provided, both for the directors, general manager, and regulatory controller of the operating company that manages the Investment Fund: name, position, time spent working at the company, sectors where they have or have collaborated as executives or as members of the board of directors, indicating if they have any type of relationship with the Investment Fund and any other information necessary to know their professional capacity.
On the other hand, the policies established to prevent and avoid conflicts of interest in accordance with the code of conduct of the operating company that manages the Investment Fund must be described, as well as, among others, those policies related to the execution of operations with members of the board of directors and persons who participate in the determination and execution of operations of the Investment Fund or with the shareholders of the operating company that provides it with services, and if applicable, with those of the entities that are part of the financial or business group to which, if applicable, the investment fund operating company belongs or is linked.
b)
Capital structure and shareholders
The composition of the social capital of the Investment Fund must be included, in its fixed and variable part, mentioning that the shares of the fixed part can only be subscribed by an investment fund operating company in its capacity as founding partner, that they are of a single series and class, without withdrawal rights, and that their transfer requires prior authorization from the Commission.
The different characteristics of the share series or classes that make up the capital of the Investment Fund must be mentioned, including the rights and obligations inherent to each of them.
Likewise, information regarding the total number of shareholders of the Investment Fund must be provided, and if applicable, the number of investors who hold more than 30% of a series or more than 5% of the social capital, as well as the total sum of their holdings, corresponding to the date of the last update or modification.
It must also be mentioned if the Investment Fund is controlled, directly or indirectly, by any person or Group of Persons, if these are related or not to the investment fund operating company that manages it, and if they actively participate or not in the administration of the Investment Fund.
CORPORATE ACTS
In this section, the operational conditions that would apply in case of merger, spin-off, bankruptcy, early dissolution, and liquidation of the Investment Fund must be revealed, adhering to what is provided in the Law and these provisions.
Preferential rights that may exist to subscribe and repurchase shares representing the social capital of the Investment Fund must be specified, as well as the possibility of suspending the acquisition and purchase of shares representing its social capital by virtue of the spin-off of the Investment Fund due to liquidity problems, adhering to what is provided in the Law and these provisions.
The possibility that the Investment Fund may be spun off in accordance with the procedure established in article 14 Bis 7 of the Law must be indicated, in the event that disordered or highly volatile conditions occur in financial markets, or when due to the characteristics of the Investment Assets, they present liquidity or valuation problems, adhering to what is provided in the Law and these provisions.
TAX REGIME
In this section, the tax regime applicable to the Investment Fund in general, as well as the share series and type of shareholder in particular, will be mentioned. Likewise, the regime applicable to investors who do not reside in the country must be indicated.
If applicable, mention will be made of the tax regime applicable to foreign securities, the corresponding withholding and credit, and the tax regime related to financial derivative operations and securities lending.
DATE OF PROSPECTUS AUTHORIZATION AND PROCEDURE TO DISCLOSE ITS MODIFICATIONS
In this section, the date and number of the letter authorizing the Prospectus, the policies or criteria to modify it, as well as the means to make modifications to it known must be indicated.
On the other hand, important changes that the Investment Fund has made to its Prospectus with respect to the previous authorized version and/or modified version in accordance with what is provided in article 14 Bis of these provisions must be highlighted.
PUBLIC DOCUMENTS
In this section, the place and method to access the public information of the Investment Fund will be indicated, mentioning the address of the website where this can be consulted. Likewise, the information that the Investment Fund itself is obligated to deliver to the Commission and if this can be consulted in public media must be mentioned.
In all cases, the method to make all relevant information regarding the Investment Fund known to shareholders and the general public must be mentioned.
FINANCIAL INFORMATION
In this section, the location where the investor can find the financial statements of the Investment Fund, according to the balance sheet and income statement of Annex 8 of these provisions, must be indicated.
ADDITIONAL INFORMATION
In this section, any other information that the Investment Fund considers relevant and important for the investor must be included, including legal processes that could negatively affect the performance of the Investment Fund itself.
RESPONSIBLE PERSONS
The Prospectus must be initialed on all pages by the general manager; in case of their absence, it may be initialed by a director or by a member of the investment committee of the operating company that manages the Investment Fund, at the foot of the following legend, as applicable:
"I, the undersigned as general manager of the operating company that manages the Investment Fund, declare under oath that within the scope of my functions I have prepared and reviewed this prospectus of information to the investing public which, to the best of my knowledge and belief, reasonably reflects the situation of the Investment Fund, being in agreement with its content. Likewise, I declare that I have no knowledge that relevant information has been omitted, is false, or induces error in the preparation of this prospectus of information to the investing public."
"I, the undersigned as director of the operating company that manages the Investment Fund, declare under oath that within the scope of my functions I have prepared and reviewed this prospectus of information to the investing public which, to the best of my knowledge and belief, reasonably reflects the situation of the Investment Fund, being in agreement with its content. Likewise, I declare that I have no knowledge that relevant information has been omitted, is false, or induces error in the preparation of this prospectus of information to the investing public."
"I, the undersigned as member of the investment committee of the operating company that manages the Investment Fund, declare under oath that within the scope of my functions I have prepared and reviewed this prospectus of information to the investing public which, to the best of my knowledge and belief, reasonably reflects the situation of the Investment Fund, being in agreement with its content. Likewise, I declare that I have no knowledge that relevant information has been omitted, is false, or induces error in the preparation of this prospectus of information to the investing public."
Regarding modifications to the Prospectus that result from non-compliance with the investment regime, comprehensive risk management, or modifications in the repurchase policies of the Investment Fund in question, prior approval of the board of directors of the investment fund operating company that manages it or, if applicable, approval of the investment committee designated by the board of directors of the investment fund operating company is required.
ANNEX. Investment Portfolio
The investment portfolio must indicate if the Investment Fund is in a temporary investment strategy. This information must be available at all times to the investing public through the website of the operating company that manages the Investment Fund or, if applicable, on that of the financial group to which the latter belongs, or on the page of the self-regulatory organization to which the aforementioned operator is associated, or on the page of the entity or company that provides them with the share distribution service for investment funds.
In the case of Investment Funds categorized as discretionary, the historical evolution of the investment portfolio of the last six months must be included.
ANNEX 3
REQUIREMENTS AND CHARACTERISTICS FOR THE PREPARATION OF THE KEY INFORMATION DOCUMENT FOR THE INVESTMENT OF EQUITY AND DEBT INSTRUMENT INVESTMENT FUNDS
I.
GENERAL GUIDELINES
This Annex includes the information disclosure requirements to which equity investment funds and debt instrument investment funds (Investment Funds) must adhere for the preparation of the key information document for investment (Document), which is part of the prospectuses of information to the investing public.
The Document must be prepared with the most recent information available and based on an information disclosure approach, that is, providing the investor with the necessary information so that they can make an investment decision regarding the Fund in question.
The order in which the different sections of the Document are presented must adhere to this Annex, except for particular cases that require a different order and are previously authorized by the Commission.
In the preparation of the Document, clear and easy-to-understand language must always be used, avoiding technical terms or complicated legal formalisms that cannot be understood by a person who does not have specialized knowledge in the subject matter. Likewise, superlative terms and value judgments must be avoided; however, if considered necessary, they must be adequately justified.
II.
KEY INFORMATION DOCUMENT FOR INVESTMENT
The Document contains the most important aspects of the Investment Fund for making informed investment decisions. This Document must be prepared in accordance with the format available in this Annex. The order in which the content of the Document is presented must adhere to this section and the typography used must be no less than 8 points.
The sections "F" Fund Performance and Historical Performance and "H" Costs, Commissions, and Remuneration, will refer to the most representative series of the Investment Fund, as well as that which is of interest to the investor, as applicable.
III.
CONTENT OF THE DOCUMENT
A.
GENERAL DATA
The following information must be included in this section:
·
[Corporate Name], managed by [Corporate Name of the operating company that manages the Investment Fund]
·
Type of Fund,
·
Category,
·
Board code,
·
Share class and series, possible acquirers and minimum investment amounts, and
·
Date of authorization.
Investment Funds must add to their category, as applicable and considering the composition of their investment portfolio, the suffix established in the regulatory report F-2461 Information of investment funds for the investing public (IP-IN) contained in Annex 8 of these provisions.
B.
INVESTMENT OBJECTIVES OF THE FUND
In this section, the type of assets in which the Investment Fund invests must be briefly described in accordance with its category, mentioning whether they are shares, Debt Securities, financial derivative instruments, Structured Securities, Asset-Backed Securities, or Fiduciary Exchange-Traded Funds, as well as the term considered appropriate for the investor to maintain their investment in the Investment Fund.
C.
INVESTMENT REGIME AND POLICY
In this section, the following must be briefly described:
a)
Management strategy: active or passive.
b)
Maximum or minimum amounts of the most important investment parameters for the Investment Fund.
c)
Investment policy: the markets in which they may operate, diversification, contracting of loans, etc.
d)
Index or base that will be used as a reference to compare the expected return, indicating if it is related to financial models, or if it is indices, interest rates, exchange rates, or any other indicator.
e)
If the Investment Fund will invest in assets issued by companies belonging to the same Consortium or Business Group to which the operating company administering the Investment Fund belongs.
f)
If it will carry out securities lending operations or financial derivative instruments (for trading and/or speculative purposes).
g)
If the Fund will operate with structured securities, fiduciary exchange certificates, or asset-backed securities, as well as the characteristics and selection criteria.
D.
IMPORTANT LEGEND
The following legend must be incorporated: "The value of an Investment Fund, regardless of its investment policy, is subject to market fluctuations, so the investor may obtain gains or losses."
E.
MAXIMUM VALUE AT RISK LIMIT
Investment Funds must indicate and explain their maximum expected loss in accordance with the methodology established for determining the level of market risk by the Investment Funds themselves.
Likewise, it must be stated that the definition of value at risk is valid only under normal market conditions.
F.
INVESTMENT FUND PERFORMANCE AND HISTORICAL PERFORMANCE
In this section, the returns for the last month, the last three months, the last twelve months, and the last three years will be included, in accordance with the following table:
Table of Returns 1
Last month
Last 3 months
Last 12 months
Year x, x-1 and x-2
Gross Return
Net Return
Risk-free Rate (28-day Cetes)
Reference Index
1/ For Equity Investment Funds, effective returns will be included, and for Debt Instrument Investment Funds, annualized nominal returns.
Net returns are considered free of any commissions, as well as costs, except those related to commissions for the sale of shares of the Investment Fund in question.
For Investment Funds whose investment horizon is short-term, the average return in the last calendar year must be mentioned, as well as the highest and lowest monthly returns obtained within that same period, according to the following table:
Annualized Returns Table (nominal)
Last month
Last 3 months
Last 12 months
Month
Return
Low
Month
Return
High
Gross Return
Net Return
Risk-free Rate (28-day Cetes)
Reference Index
Additionally, a legend must be included stating that the past performance of the Investment Fund is not indicative of the performance the investment will have in the future.
In the event that there is no historical information regarding the returns of the Investment Fund in question, the aforementioned table may be omitted.
For Protected Capital Investment Funds, the aforementioned tables will not apply.
Likewise, for Protected Capital Investment Funds, a table with three prospective scenarios: "positive", "base", and "negative" will be shown, with data presented in monetary terms. The three prospective scenarios must assume an initial investment of $10,000.00 MXN, allowing the investor to have a clear representation of the risk profile and possible return of the Investment Fund.
The table must present a result column and a comment column for each of the scenarios.
For the result column, the prospective scenarios will consider the following:
a)
The "positive" scenario must consider that market conditions at the end of the capital protection period are better than current ones.
b)
The "base" scenario must consider that current market conditions remain unchanged during the period in which the Investment Fund protects capital.
c)
The "negative" scenario must consider that market conditions at the end of the capital protection period are worse than current ones.
For the comment column, complementary information that could be useful for a better understanding of the results of each scenario must be considered.
Below is an example of how the information should be presented:
The following results assume an initial investment of 10,000.00 MXN.
Scenario
Result
Comment
Positive
Base
Negative
G.
COMPOSITION OF THE INVESTMENT PORTFOLIO
In this point, a list of the 10 main Investment Assets must be included, and, where applicable, the underlying assets to which they are linked, provided that such underlyings count towards the composition of the investment portfolio, indicating the Issuer and the percentage that each of these represents in the total investment portfolio of the Investment Fund.
In the event that the investments referred to in the previous paragraph correspond to assets issued by Investment Funds belonging to the same Consortium or Business Group to which the operating company of investment funds administering the Investment Fund belongs, as well as collective investment mechanisms, the indirect holding of Investment Assets corresponding to them in proportion to their shareholding must be included.
In the case of Investment Funds that invest primarily in other Investment Funds or foreign collective investment mechanisms, the information cited regarding the Investment Assets of the latter must be presented, using the most recent available information.
Investment Asset
Amount ($)
%
Ticker Symbol
Issuer
Name (where applicable,
underlying)
Type
1
2
3
4
5
6
7
8
9
10
Total Portfolio
$
For the purpose of filling out the above table, the following shall be understood:
·
Ticker Symbol: the key with which the security is traded on stock exchanges.
·
Issuer: the name of the issuer of the investment asset.
·
Underlying: the underlyings to which derivatives, structured notes, asset-backed securities, fiduciary exchange certificates are linked; in the case of collective investment mechanisms, a general description of the assets in which it invests must be provided.
·
Type: if it is debt, equity, checks, currencies, repo, and derivatives.
·
Amount: the amount in pesos of the investment expressed in thousands.
·
Percentage: the percentage of the investment with respect to the total portfolio.
Additionally, the percentage composition of the portfolio by economic activity sector to which the Investment Assets correspond must be presented, through a pie chart. To this effect, the classification established by the National Institute of Statistics and Geography must be considered.
H.
COSTS, COMMISSIONS, AND REMUNERATIONS
The Investment Fund must indicate the costs, commissions, and remunerations that its shareholders and the Investment Fund itself must pay, respectively, expressed in annual terms, with respect to the share class in question and that most representative of the Investment Fund, defined based on the number of investors, considering the concepts detailed below:
a)
Commissions paid directly by the client
Concept
Series "n"
Most representative series
%
$
%
$
Failure to meet minimum holding period
Failure to meet minimum investment balance
Purchase of shares
Sale of shares
Advisory Service
Share Administration Service
Others
Total
b)
Commissions paid by the Investment Fund
Concept
Series "n"
Most representative series
%
$
%
$
Asset Management
Asset Management / Performance
Share Distribution
Share Valuation
Deposit of Investment Assets
Share Deposit
Accounting
Others
Total
The Document must include in "bold" the following information regarding conflicts of interest to which the service providers of the Investment Fund may potentially be subject:
·
Some service providers may establish agreements with the Investment Fund and offer discounts for their services. To know of their existence and the possible benefit for you, ask your distributor.
·
The information prospectus contains greater detail of the conflicts of interest to which any service provider of the Investment Fund may be subject.
In addition to the above, for Equity Investment Funds, the following legend must be included:
Commissions for the purchase and sale of shares may reduce the total amount of your investment. This implies that you would receive a lower amount after a transaction. The above, together with the commissions paid by the Investment Fund, represents a reduction in the total return you would receive for your participation in the Fund itself."
I.
SHARE PURCHASE AND SALE POLICIES
In this point, the share purchase and sale policies must be indicated, in terms of what is stated in Annex 2, Section II, Section C, item 2, sub-items i) to iii) of these provisions.
Additionally, minimum holding periods, as well as holding limits per investor, must be included, considering:
a)
Liquidity: include the period in which the operating company of investment funds repurchases the shares of the Investment Fund in question, that is, whether it is daily, weekly, etc.
b)
Repurchase limit: include the percentage of shares representing the share capital on the day of the operation that the Investment Fund will repurchase.
c)
Differential: inform the maximum percentage or range that could be applied to the valuation price of the Investment Fund under disordered market conditions or unusual operations, according to the methodology used by the Investment Fund itself and described in the information prospectus.
Likewise, the following legend must be included: "The Investment Fund, under disordered market conditions or unusual operations, may apply to the valuation price of its shares, the differential it has previously determined, in favor of those who remain in the Fund".
J.
INVESTMENT FUND INFORMATION
In this point, the following information must be included:
·
Website of the operating company of investment funds providing its services and, where applicable, of the companies responsible for the distribution of its shares.
·
Customer service center, including address, telephone number, and hours of operation.
·
Service providers: operating company, distributing company(ies), valuation company, rating company, etc.
K.
WARNINGS
·
Indicate that investments made in the Investment Fund are not protected or guaranteed by the Federal Government or entities of the semi-public administration.
·
Transcribe the following legend referred to in Article 9, third paragraph of the Investment Funds Law: "The authorization of information prospectuses to the investing public does not imply certification on the goodness of the shares 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".
·
No financial intermediary, attorney-in-fact to conduct transactions with the public, or any person, is authorized to provide information or make any declaration additional to the content of the document with key information for investment, so they must be understood as not authorized by the Investment Fund.
·
Mention that, in case of requiring greater detail regarding the Investment Fund, the information prospectus must be consulted, which must be available on the website of the operating company of investment funds administering the Investment Fund, of its operating company, or, where applicable, of the financial group to which the latter belongs, as well as on the page of the other companies or entities that distribute its shares.
·
The Document and the information prospectus are the only sales documents recognized by the Investment Fund as valid.
L.
RELEVANT INFORMATION
In this section, information that the Investment Fund considers relevant may be included. It is the responsibility of the Investment Funds to determine what information is relevant in the context of the particular characteristics of each Investment Fund, taking into account both quantitative and qualitative factors.
Likewise, the Commission may require the inclusion of additional information or in substitution of the information required in this instruction, when the disclosure of such information is considered necessary.
Information must be provided on how the Investment Fund is organized. In all cases, the following legends must be inserted:
"Investment Funds do not have a shareholders' assembly, board of directors, or auditor."
The functions of the shareholders' assembly, as well as the activities of the board of directors, are entrusted to (Name of the operating company administering the Investment Fund). The supervision of the Investment Fund is assigned to the regulatory controller of said operating company".
M.
FORMAT
The information contained in this Annex must be presented in the format established at the end of this same Annex.
IV.
UPDATABLE SECTIONS OF THE DOCUMENT
The information indicated below may be considered updatable and will not require prior authorization from the Commission:
·
Ticker Symbol;
·
Historical performance;
·
Minimum investment amounts;
·
Commissions and remunerations for the provision of services;
·
Composition of the investment portfolio,
·
Date of authorization, and
·
Rating, where applicable.
·
Service providers
·
Customer service center
·
Electronic page(s)
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