Resolution Reforming Articles 14 and 50 of the Regulation on Administrator Companies and Investment Funds

Resolution No. CD-SIBOIF-901-1-AGOS4-2015
Dated August 4, 2015

NORM REFORMING ARTICLES 14 AND 50 OF THE REGULATION ON ADMINISTRATOR COMPANIES AND INVESTMENT FUNDS

The Board of Directors of the Superintendence of Banks and Other Financial Institutions,

CONSIDERING

I
That on August 8, 2014, this Board of Directors approved the Regulation on Administrator Companies and Investment Funds (SAFI Regulation), contained in Resolution No. CD-SIBOIF-847-1-AGOST8-2014, published in La Gaceta, Official Gazette No. 180, on September 24, 2014.

II
That it is necessary to reform Article 14 of the aforementioned regulation in order to specify the purpose of the own resources coverage required of investment fund administrator companies contained in said article, as well as the grounds for enforcing this coverage and its method of payment.

III
That Article 104 of Law No. 587, Capital Markets Law, published in La Gaceta, Official Gazette No. 222, on November 15, 2006, prohibits real estate investment funds, in order to protect investors from potential conflicts of interest, from purchasing real estate assets or their representative titles when these originate from the partners, directors, or employees of the administrator company or its financial group or economic interest unit.

IV
That the aforementioned prohibition applies to the purchase of real estate assets by the aforementioned natural or legal persons, but not to the sale of said assets by the funds to said persons; therefore, it is appropriate to make this clarification in Article 50 of the SAFI Regulation, indicating the requirements to be met by the administrator company to avoid potential conflicts of interest.

V
That in accordance with the considerations set forth above and based on the powers established in Article 6, letter b) and Article 208 of the Capital Markets Law.

In exercise of its powers,

HAS ISSUED

The following:
Resolution No. CD-SIBOIF-901-1-AGOS4-2015

NORM REFORMING ARTICLES 14 AND 50 OF THE REGULATION ON ADMINISTRATOR COMPANIES AND INVESTMENT FUNDS

FIRST: Articles 14 and 50 of the Regulation on Administrator Companies and Investment Funds, contained in Resolution No. CD-SIBOIF-847-1-AGOST8-2014, published in La Gaceta, Official Gazette No. 180, on September 24, 2014, are hereby amended, to read as follows:

“Article 14. Coverage for management risk. - In order to back the commitments undertaken with fund participants, administrator companies must maintain available own resources in cash, in demand deposits and savings deposits, in public offering securities of national or foreign issuers, and in fixed assets. The investments of said resources must respect sound principles of diversification, adequate risk management, and be valued in accordance with the respective accounting regulations.

The own resources of the administrator companies shall be equivalent to the amount resulting from the greater of the following two parameters:
a) The minimum share capital. b) The amount corresponding to the coverage of the risk generated by the administration of the funds in a proportion of one percent (1%) of the net asset value of the investment funds they manage.

The own resource requirements are calculated at the end of the month, and the net asset base for the calculation is the average of the assets managed during the month.

Own resources shall be used, partially or totally, to respond to judicially declared contractual breaches by the administrator company with the participants of the funds it manages; or in the event that the company incurs in proven negligence in the development of its activities that cause harm to the investment fund.

In the event that these resources are used, payment shall be made to the injured parties proportionally to the number of participations they hold in the fund, with the administrator company being obligated to their immediate replenishment, in order to maintain the amount established in this article.”

“Article 50. Prohibitions for the purchase and sale of assets. - Partners, directors, and employees of an investment fund administrator company and of its financial group or economic interest units, cannot acquire securities, directly or indirectly, from the funds, nor sell their own securities to them. On the other hand, real estate investment funds and real estate development funds cannot purchase real estate assets or their representative titles when these originate from the partners, directors, or employees of the administrator company or its financial group or economic interest unit.

In cases where the prospectus establishes the sale by real estate investment and real estate development funds of real estate assets to partners, directors, or employees of the administrator company or its financial group or economic interest unit, the company must disclose this in said document, identifying the mechanisms it will use to ensure independence in the determination of prices and for the sale contract to be granted under conditions that are not disadvantageous to the fund in relation to other market options.

The disclosure of the transactions referred to in the preceding paragraph must be made through a Notice of Material Fact, within the timeframe and manner established in the regulations governing this matter.”

SECOND: This regulation shall enter into force upon its notification, without prejudice to its subsequent publication in La Gaceta, Official Gazette. (signed) S. Rosales C. (signed) V. Urcuyo V. (signed) Gabriel Pasos Lacayo (signed) Fausto Reyes B. (signed) illegible (Silvio Moisés Casco Marenco) (signed) illegible (Freddy José Blandón Argeñal) (signed) U. Cerna B. Secretary.

URIEL CERNA BARQUERO
Secretary of the Board of Directors SIBOIF