Rule · BCR · 27 Feb 2019 · NDMC-20
Secitizers must define fund objects, ensure real estate is valued by registered experts within twelve months, insured against construction risks, and free of encumbrances or legal processes. They must submit detailed contracts, feasibility studies, insurance documents, and sworn statements to the Superintendence for authorization. Post-integration, assets require annual valuations, with reports sent to the Superintendence within five days of receipt. Secitizers must also maintain tenant registries and property registers, ensuring all documentation, including construction permits and board agreements, is provided to demonstrate compliance with the Securitization Law and technical standards before issuing securities.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
THE COMMITTEE OF STANDARDS OF THE CENTRAL BANK OF RESERVE OF EL SALVADOR,
CONSIDERING:
I. That by Legislative Decree No. 470, of November 15, 2007, published in Official Diary No. 235, Volume 377, of December 17 of the same year, the Asset Securitization Law was issued, reformed by Legislative Decree No. 332 of April 7, 2016, published in Official Diary No. 78, Volume 411 of April 28, 2016; and reformed again by Legislative Decree No. 351 of April 21, 2016, published in Official Diary No. 85 Volume 411 of May 9, 2016.
II. That by Legislative Decree No. 56, of July 13, 2018, published in Official Diary No. 146, Volume 420 of August 10, 2018, article 46 of the Asset Securitization Law was modified.
III. That article 46 of the Asset Securitization Law establishes that Securitization Funds may be constituted and integrated with existing or under-construction real estate, provided that the object of that securitization process is, indistinctly, the financing, development, construction, performance, or expansion of real estate projects and that the Committee of Standards of the Central Bank of Reserve of El Salvador, will issue the necessary technical standards for the application of the article.
IV. That article 35 letter h) of the Law on Supervision and Regulation of the Financial System, establishes that directors, managers, and other officials holding positions of direction or administration of the members of the financial system, correspond to the adequate disclosure of information, the timely availability of relevant information on the performance of their activities, the transfer of operations as well as the economic and financial status for decision-making by their governing bodies.
V. That article 35 letter m) of the Law on Supervision and Regulation of the Financial System, stipulates that directors, managers, and other officials holding positions of direction or administration of the members of the financial system, must inform the Superintendence of all relevant facts, as determined in the technical regulations issued for that effect.
VI. That article 99, letter c) of the Law on Supervision and Regulation of the Financial System, establishes that the Central Bank of Reserve through its Committee of Standards will issue criteria for the valuation of assets and liabilities among others with the purpose that the real situation of liquidity and solvency of the members of the financial system is reflected.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
VII. That article 9, second paragraph, numerals 10 and 11 of the Special Law for the Prevention, Control and Sanction of Money Laundering, Terrorism Financing and Financing of the Proliferation of Weapons of Mass Destruction, regulates that obligated subjects must establish internal audit mechanisms, using the principle of risk-based administration, to verify compliance with what is prescribed in said Law; and have external or specialized audit in risk management to evaluate and issue reports on the evaluation of the management of the prevention system. (6)
VIII. That article 15, first paragraph, of the Special Law for the Prevention, Control and Sanction of Money Laundering, Terrorism Financing and Financing of the Proliferation of Weapons of Mass Destruction, establishes that obligated subjects to achieve identify their clients and users, including the controller, recipient or final beneficiary, manage the risks associated with them and obtain appropriate information on the commercial relationships established or their continuity, must take reasonable measures to carry out due diligence procedures. (6)
THEREFORE,
in virtue of the normative powers conferred by article 99 of the Law on Supervision and Regulation of the Financial System,
AGREES, to issue the following:
TECHNICAL STANDARDS FOR REAL ESTATE SECURITIZATION FUNDS
CHAPTER I
OBJECT, SUBJECTS AND TERMS
Object
Art. 1.- These Standards have the purpose of establishing the provisions applicable to Real Estate Securitization Funds regarding their operation, operability, revelation and submission of information, as well as other guidelines that must be taken into account within the real estate securitization process.
Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are the Securitizers authorized by the Financial System Superintendence.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Central Bank: Central Bank of Reserve of El Salvador; b) Real Estate: In accordance with the provisions of article 561 of the Civil Code, real estate will be understood as land and buildings and constructions of all kinds adherent to the soil; c) Stock Exchange: Stock Exchange constituted in El Salvador and registered in the Financial System Superintendence; d) House: Stock Brokerage House, authorized and registered in the Financial System Superintendence; e) Financial Conglomerate: In accordance with article 113 of the Banks Law, it is a set of companies characterized by the fact that more than fifty percent of their respective share capital is owned by a controlling company, which is also a member of the Conglomerate. The controlling company of the Conglomerate may be a company of exclusive purpose or a bank constituted in the country; f) Securitization Fund: Independent patrimony, different from that of the Secitizer and the Originator, formed by a set of assets and liabilities that result or are integrated as a consequence of the development of the respective securitization process. The assets of the Fund will have as their main purpose, to generate payments of the values issued against it; g) Real Estate Securitization Fund: Securitization Fund that may be constituted and integrated with existing or under-construction real estate, provided that the object of that securitization process is, indistinctly, the financing, development, construction, performance, or expansion of real estate projects and the minimum requirements established in article 46 of the Asset Securitization Law are met; h) Business Group: In accordance with article 5 letter n) of the Securities Market Law, it is that in which a company or set of companies have a common controller, who acting directly or indirectly participates with fifty percent as minimum in the share capital of each of them or that have common shareholders who, directly or indirectly, are holders of fifty percent as minimum of the capital of another company, which allows to presume that the economic and financial performance is determined by common interests or subordinate to the group; i) Investor: Natural or legal person interested in acquiring values of a Real Estate Securitization Fund; j) Board of Directors: Collegiate body in charge of the administration of the entity, with supervision and control functions; k) Special Law for the Prevention of Money Laundering: Special Law for the Prevention, Control and Sanction of Money Laundering, Terrorism Financing and Financing of the Proliferation of Weapons of Mass Destruction; (6)
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l) Market Law: Securities Market Law; m) Securitization Law: Asset Securitization Law; n) Supervision and Regulation Law: Law on Supervision and Regulation of the Financial System; o) Originator: Person owning assets susceptible to securitization in accordance with the Asset Securitization Law; p) Issuance Prospectus: Issuance prospectus of the values; q) Registry: Public Stock Registry of the Financial System Superintendence; r) Representative of the Value Holders: Legal person in charge of representing the owners of the values of each Fund according to what is established in the Law; s) Superintendence: Financial System Superintendence; t) Value Holders: Value Holders of a Securitization Fund; u) Secitizer: Legal person that administers Securitization Funds; and v) Values: Securitization Values.
CHAPTER II
GENERAL PROVISIONS ON REAL ESTATE SECURITIZATION
Applicable Regulations
Art. 4.- All regulations in which Securitizing Companies and the referred Funds are subjects of application are applicable to Real Estate Securitization Funds.
On Real Estate Securitization Funds
Art. 5.- Real Estate Securitization consists of the transfer of real estate to an autonomous patrimony with the purpose of issuing public offering values on its behalf. In these securitization processes, debt values or values representing participation in the equity of a Securitization Fund may be issued, in accordance with what is established in article 73 of the Securitization Law. Real Estate Securitization Funds may be constituted and integrated with existing or under-construction real estate, provided that the object of that securitization process is, indistinctly, the financing, development, construction, performance, or expansion of real estate projects. (1) Eliminated (2) The term of the issuance must be based on the needs of the originator and the object of the Securitization process. Said term must be supported, at least, on the following information: (4) a) The technical explanatory document of the types of real estate that the Securitization Fund will develop, in accordance with what is established in article 9 of these Standards; (4) b) The parameters indicated in the Securitization Contract regarding the acquisition of financing, if applicable, in accordance with what is established in article 18 of these Standards; (4) c) The technical-economic feasibility study of the real estate to be constructed, as established in article 29 of these Standards; and (4) d) The financial projections accompanying the project, in accordance with what is established in article 24 and Annex No. 1 of these Standards. (4) Art. 6.- Real Estate Securitization Funds must define in the securitization contract, issuance prospectus of values and in all information regarding said Funds that is disseminated by the Secitizer through its website or any advertising material, the object of the same, specifying for this purpose whether they will carry out the sale, the administration of real estate or both activities, in accordance with what is established in article 46 of the Securitization Law. Constitution of the Real Estate Securitization Fund Art. 7.- For the constitution of the Real Estate Securitization Fund and the issuance of its values, the provisions established in the “Technical Standards on the Minimum Content of the Securitization Contract” (NDMC-28) and the “Technical Standards for the Authorization of Registration of Issuers and Public Offering Securities Issuances” (NRP - 10), approved by the Central Bank through its Committee of Standards, must be observed. (5) Requirements of the real estate Art. 8.- The real estate intended to be securitized must meet the following specific requirements:
a) Be valued by experts who belong to the Registry of Appraisers of the Superintendence or a registry recognized by it; b) The issuance presented for authorization by the Superintendence must be based on real estate whose valuation has a validity no greater than twelve months prior to the start date of the authorization process of the issuance; c) In the case of real estate with buildings or with works in process of construction, be insured against risks such as construction all-risk insurance, fire and allied lines, earthquake, flood or other accidents depending on the nature of the real estate and as is the object of the Real Estate Securitization Fund. When it comes to land on which construction projects will be carried out and designs and plans are possessed, a document issued by the insurance company must be available in which the insurance offer is recorded, and said document must include aspects such as coverages and excluded risks, projected start date of the policy, among others; d) Be free and solvent of the payment of any kind of taxes, fees or special contributions that by reason of the same must be paid; e) Be free of any judicial, conciliatory, mediation or arbitration process;
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REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
f) There must not be instruments presented in the Registry of Real Estate and Mortgages in favor of third parties, on the registry inscriptions that cover said real estate, at the time of the integration of the Securitization Fund referred to in article 48 of the Securitization Law; g) Must not originate from illicit or fraudulent acts; and h) Be duly recorded or registered in favor of the originator in the respective property registry.
Content of the Real Estate Securitization Fund Contract Art. 9.- For the case of real estate securitization, regarding the content of the Securitization Contract, the provisions of articles 47 and 71 of the Securitization Law and the “Technical Standards on the Minimum Content of the Securitization Contract” (NDMC-28), approved by the Central Bank through its Committee of Standards, which are applicable, must be followed. In addition, the contract must consider the following additional aspects: (5) a) Description of the policy that the Secitizer will apply regarding the development, performance or expansion of real estate projects or existing real estate; b) Indication of the minimum conditions required of the construction companies that will develop the construction project with the real estate incorporated into the Securitization Fund and that their fees will be within market conditions, for which the Secitizer will establish within its internal controls, a procedure for its selection; c) Indication of the policy that the Secitizer will apply regarding the supervision of the works of the projects to which the real estate is destined and establish the selection requirements of the site supervisors; d) Specification of the selection policy that will be applied to the appraisers who will be entrusted with the valuation of the real estate to be incorporated into the Securitization Fund; e) Indication of the valuation policy of the real estate that will be applied, over time; f) Stipulation of the real estate administration policy, regarding sale, leasing, subleasing or other type of transaction that generate the financial flows of the Securitization Fund; g) Description of the financing policy that the Securitization Fund will apply, if applicable, in accordance with article 46 of the Securitization Law, establishing the maximum financing limits on the value of the autonomous patrimony, levels, causes and administration thereof; h) Description of policies related to investments, liquidity and acquisition and sale of real estate; i) Liquidation process of the Fund and the way to administer this process, as well as the powers and obligations of the liquidator; j) Indication of the situations in which the Extraordinary General Meeting of Value Holders may authorize the contracting of financing, as well as the transfer or granting of the real estate of the Securitization Fund as collateral; k) Indication that the Secitizer has due diligence policies referred to in the Special Law for the Prevention of Money Laundering; (6) l) Consignment of the additional powers that the liquidator of the Securitization Fund will have, such as the possibility of demanding valuations, prior to the execution of the liquidation of the real estate; m) Specification of insurance contracted or to be contracted; n) Specification of the dividend or interest policy, as well as the periodicity and process for determining the amount to be distributed, in case of issuing
participation values; and o) Conditions for the payment of securitization values. The Secitizer must present an annex to the Securitization Contract, an executive format technical explanatory document on the types of real estate that will integrate the Securitization Fund, whether they are constructed or to be developed. For this purpose, regarding construction projects, the following information must be detailed: (4) a) General characteristics of the project: Location, spaces and structures that compose it, total land area, total built area, number of levels in case of buildings, description of green areas, amenities among others; (4) b) Specific characteristics of the project: Distribution and areas developed for each of the components of the project, number of parking spaces, characteristics of the type of structure used in construction, anti-seismic system implemented, energy efficiency technology among others; (4) c) Possible start and end dates of the project in accordance with the term of the issuance; and (4) d) Mode of execution (construction in stages and the estimated time for each). (4) For constructed real estate that integrates the Securitization Fund, the following information must be detailed: (4) a) Use or vocation of the real estate; (4) b) Indication of the object of the Securitization process, in accordance with what is established in article 46 of the Securitization Law; (4) c) Needs for repairs, expansions and improvements with their respective cost estimates, issued by a construction specialist; (4) d) Number of current or potential tenants, indicating their percentage with respect to one hundred percent of them; and (4) e) Possible start and end dates of the project in accordance with the term of the issuance and the object of the Securitization process. (4) In the case of Real Estate Securitization Funds for construction projects, it must additionally include the criteria and procedures to be applied for the supervision and monitoring of works, the above, will be in addition to the technical-economic feasibility study that develops article 29 of these Standards. (4)
Documentation to be presented by the Secitizer Art. 10.- In addition to what is established in the “Technical Standards for the Authorization of Registration of Issuers and Public Offering Securities Issuances” (NRP -10), approved by the Central Bank through its Committee of Standards, the Secitizer, for the authorization of the registry entry of the issuance, must present to the Superintendence the following information and documentation: (5) a) Document issued by an insurance company that the real estate in question, insofar as it has buildings or constructions in process, is duly insured at least, against the risks indicated in letter c) of article 8 of these Standards; b) Current solvency certificates issued by the competent authorities, that the real estate subject to securitization is free and solvent of the payment of any kind of taxes, fees or special contributions, as well as fiscal and municipal, that by reason of the same must be paid; c) Certified copy of the construction permit necessary for the realization of the construction project, which must be approved by the corresponding authority in the jurisdiction where the real estate is located. It will be the responsibility of the Secitizer to ensure that the project has the necessary permits for its development, attending to the object of the securitization process; d) Sworn statement signed by the legal representative or attorney-in-fact of the Originator, in which it is declared that as of that date, the real estate subject to securitization is free of any judicial, conciliatory, mediation or arbitration process and that its origin does not come from illicit or fraudulent acts; e) Certificate signed by the legal representative of the Secitizer, in which it states that it has verified that the construction company complies with the requirements established in article 32 of these Standards; f) Certification of the agreement of the Board of Directors of the Secitizer, in which the acquisition of the real estate was agreed; and g) Sworn statement signed by the Legal Representative of the Secitizer, expressing that it has acted with due diligence and complied with what is required in the Securitization Law, having verified that all necessary requirements have been met to incorporate the real estate into the Fund and in the case of Real Estate Securitization Funds for construction projects, it must indicate that all necessary requirements have been met to start the respective construction project. Integration of the Real Estate Securitization Fund Art. 11.- Notwithstanding what is established in article 10 of these Standards, the Representative of Value Holders will certify that the real estate is duly transferred, free of encumbrances, prohibitions or seizures; and that the other requirements determined in the Securitization Contract or in the complementary deeds indicated in article 47 letter b) of the Securitization Law have been met.
Age of the appraisal for the acquisition or sale of real estate Art. 12.- Any appraisal performed by experts must have an age no greater than twelve months, prior to the date of alienation, acquisition or sale of the real estate.
In the case of construction projects, once the work is completed, the Secitizer must obtain the corresponding appraisal, for its sale.
Valuation of Real Estate
Art. 13.- The valuation of the real estate of the Real Estate Securitization Fund must consider and detail the equipment and goods that constitute an integral part of the valued real estate and must be in accordance with what is provided in the "Technical Standards for the Valuation of Assets Susceptible to Securitization and of Assets that Integrate a Securitization Fund" (NDMC -36) and the "Technical Standards for the Registration of Appraisers and their Professional Obligations" (NRP -27), approved by the Central Bank through its Standards Committee. (3) (5)
Appraisals made by experts must include the information and evaluation regarding restrictions on ownership, destination, use or exploitation, liens, precautionary measures, lawsuits or any circumstance that could affect the value and exploitation of the real estate asset.
The Securitization Company must send a copy of the appraisal reports carried out on the real estate to the Superintendency within five days following their receipt.
Art. 14.- Once the real estate assets are integrated into the Fund, they must be valued at least once every twelve months, for which the date on which they were acquired must be considered. The Securitization Company must maintain control of the results of the appraisals carried out by the experts, so for transparency purposes, it will make available to the Security Holders and the Representative of the Security Holders, the valuations carried out on the real estate.
The periodicity of the valuation of the real estate that constitute the Real Estate Securitization Fund may be given in periods shorter than that established in the first paragraph of this article, in duly justified cases, for which the Securitization Company must obtain an appraisal report from a qualified expert, in cases such as: public calamity, earthquakes, materialization of other natural catastrophes, changes in the market conditions of the real estate sector and other situations that could cause serious harm to investors.
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Approval: 27/02/2019
Validity: 18/03/2019
In the event that such a report is made, the Securitization Company must send a copy to the Superintendency within five days following its receipt.
The Securitization Company must establish in the Issuance Prospectus and Securitization Contract of the Real Estate Securitization Fund, other circumstances under which it must carry out valuations of the real estate with a frequency lower than that established in the first paragraph of this article.
Eligible Appraisers
Art. 15.- The experts that the Securitization Company selects to carry out the valuations of the real estate assets owned by the Real Estate Securitization Fund must be registered in the Register of Appraisers kept by the Superintendency for this purpose or be registered in other entities whose registers are recognized by it, complying with the requirements established in the "Technical Standards for the Registration of Appraisers and their Professional Obligations" (NRP -27), approved by the Central Bank through its Standards Committee. (3) (5)
In addition, they must have a valid authorization in the corresponding specialization for the valuation of the type of real estate in question, and the contracted experts must state by sworn declaration that they have proven experience in the type of real estate to be valued and that they maintain a relationship of independence with respect to the Securitization Company, its Financial Conglomerate or Business Group and the Securitization Funds it administers, as well as with the originator, the construction company and the Representative of Holders, in order to minimize the possible emergence of conflicts of interest.
Value of Participation Securities
Art. 16.- In the issuance of securities that represent a right of participation in the equity of the Real Estate Securitization Fund, the investor is a participant in the project as a whole, obtaining a profitability derived from the sale of construction units, leases, or in general, the benefit obtained in the constructed real estate and construction projects.
Art. 17.- The value of the participation securities in the equity of the Real Estate Securitization Fund will be determined monthly; all expenses applied to the Fund must be reflected monthly.
The valuation must be carried out under the premise of fair value, according to the scope established in these Standards.
To obtain the value of the participation securities on a specific date "t", the following steps must be followed:
a) Monthly Balance: the value of the equity of the Real Estate Securitization Fund will be the result of subtracting from the sum of all its assets at fair value, the liability accounts at the close of month "t", excepting the accounts of "Reserves of Previous Excess", "Excess of the Exercise" and "Withdrawals of Excess" from the "Accounting Manual for Asset Securitization Funds" (NCF-06), approved by the Central Bank through its Standards Committee; and (5)
b) Calculation of the value of the participation security: the value of the participation securities for month "t" is established by dividing the value of the equity of the Real Estate Securitization Fund of month "t" by the number of participation securities in circulation.
The value of the equity and the quantity of securities correspond to those calculated based on what is established in this article.
From the above, the calculation of the value of the participation security in the equity of a Real Estate Securitization Fund is obtained through the following formula:
VPTt = PNT / NVPTt
Where:
VPTt = Value of the participation security in month "t".
PNT = Net equity at the close of month "t" to be considered for the calculation of the value of the participation security.
NVPTt = Number of participation securities in circulation at the close of month "t".
The value of the participation security must reflect the adjustment for the annual revaluation of the real estate that constitute the Fund. The Securitization Company is responsible for maintaining the valuations of the real estate assets belonging to the Real Estate Securitization Funds it administers, in accordance with market conditions.
Acquisition of Financing
Art. 18.- The Real Estate Securitization Fund may acquire financing subsequent to the issuance of the securities, subject to the following parameters:
a) That the Securitization Contract stipulates such possibility and establishes the objectives of the acquisition of financing and the rules or maximum limits in relation to the value of the autonomous equity; in addition to the conditions under which the Fund's assets will be given as collateral. Such financing must be made in the best interest of the Security Holders and its term must not exceed the term of issuance of the securitization securities;
b) That the Securitization Contract establishes the situations in which the Extraordinary General Meeting of Security Holders may authorize the Real Estate Securitization Fund to acquire financing, transfer or give as collateral the real estate assets of said Fund;
c) That the credits corresponding to the financing are acquired in accordance with market conditions and rates. In the event that the financing is granted by an entity linked to the Securitization Company or the construction company, a report on the granting conditions of said financing will also be required, considering at minimum the term, the amount, the agreed interest rate which cannot be more burdensome than the prevailing market rate, payment periodicity, guarantees granted, among others; and
d) Only legally authorized banking or credit institutions by the competent authority to carry out active operations in El Salvador, or by the competent State authority for this effect, when it is a foreign institution, may participate in the granting of this type of financing.
Promotion and Dissemination
Art. 19.- In the dissemination of information and advertising carried out by the Securitization Company regarding the Real Estate Securitization Fund, it is its responsibility to ensure that the name of said Fund does not induce error or confusion among investors and that it must be clear, truthful, complete, sufficient, timely and must be consistent with the characteristics and nature of the securities that will be issued.
Sale of Real Estate Assets
Art. 20.- According to the conditions established in the Securitization Contract, the Securitization Company will proceed to carry out the sale of real estate assets considering at minimum, the following aspects:
a) Current condition of the real estate assets, detailing the state of the infrastructure, demand situation regarding competition, among others; b) Costs associated with the sale of the real estate assets; c) Valuation of the constructed real estate, observing what is established in articles 12, 13, 14 and 15 of these Standards; and d) Sale price of the real estate assets.
The Securitization Company will take the valuation as a reference for the sale of the real estate assets, and it will be the responsibility of the Extraordinary General Meeting of Security Holders to approve the sale of the real estate assets, leaving a record of its decision in the corresponding meeting minutes.
Once the sale of the real estate assets is finalized, the Securitization Company must have the purchase-sale deed associated with it.
Art. 21.- In Real Estate Securitization Funds of construction projects, the Securitization Company, for the control of sales or pre-sales carried out associated with the executed construction project, must maintain the documentation, record or receipt of the transaction containing the detailed information of the operation it carries out, for which it must consider the following aspects:
a) Name or corporate name of the client; b) Type of real estate (housing, industry, commerce, restaurants, hotels or others); c) Internal code of the real estate assigned by the Securitization Company;
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d) Code of the real estate in accordance with the code assigned in the Registry of Real Estate and Mortgages, with the exception of those cases where a pre-sale is made; e) Location of the real estate (the exact address of the real estate must be expressed); f) Dimensions of the real estate object of the transaction expressed in square meters; g) Type of transaction (indicate if it is a sale or advance payment for sale); h) Sale value of the real estate expressed in United States dollars; i) Amount of the transaction expressed in United States dollars; and j) Availability (indicate the percentage of sale of the project).
Prevention and Control of Money Laundering and Due Diligence (6) Art. 22.- The Securitization Company must comply with the obligations established in the laws, instructions and current regulations related to the prevention, detection and control of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction, for the operations it carries out through the acquisition, sale or administration of real estate as well as in the financing, development, construction, yield or expansion of real estate projects and the due diligence it carries out on the originator, the appraisers, the tenants who lease the real estate owned by said Fund, the construction company and in general on any operation or service it carries out in its function as administrator of the Real Estate Securitization Fund. (6)
CHAPTER III
OF THE SECURITIZATION OF EXISTING OR CONSTRUCTED REAL ESTATE
Art. 23.- When a Securitization Fund is constituted and integrated with existing or constructed real estate assets, the provisions referred to in this chapter must be observed, which in these Standards are referred to as "constructed real estate assets".
Procedure for the Acquisition of Existing or Constructed Real Estate Assets Art. 24.- The Securitization Company, for the acquisition of constructed real estate assets, must have a market study, which must be carried out by people dedicated to consulting.
The people referred to in the previous paragraph must not have any kind of link with the Representative of the Security Holders, with the Originator and the Securitization Company, as well as with the directors and controlling or relevant shareholders of these two latter companies. The content of this study must include the elements that will be made known to its Board of Directors and must consider at minimum, the following aspects:
a) Constructed real estate assets to be acquired (type and description); b) Analysis of the geographical location;
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c) Current state of the constructed real estate assets detailing the needs for repairs, expansions and improvements; d) Current or potential tenants; e) Advantages and disadvantages associated with the acquisition; f) Projection of sale of the constructed real estate assets or the expected cash flows from their lease; g) Simulation of scenarios by factors that impact cash flows or income from sale or lease; h) Risks associated with the constructed real estate assets and detailed description of the insurance that must be contracted to cover those risks that can be mitigated through such contracting; i) Price of the constructed real estate assets; and j) Recommendations to the Board of Directors of the Securitization Company.
The Board of Directors, in consideration of the presented documentation, will resolve on the request for acquisition of the real estate, leaving a record of its decision in the corresponding meeting minutes.
Acquisition of Constructed Real Estate
Art. 25.- Prior to the constitution of the Securitization Fund with existing or constructed real estate assets, the Securitization Company must have, at the time of acquiring them, the following documentation and information:
a) Valuation of the constructed real estate assets to be acquired, observing what is established in articles 12, 13, 14 and 15 of these Standards; b) Sources of financing for the acquisition, when applicable; c) Contract of promise of sale and purchase in order to establish the conditions and terms under which the acquisition is expected to be finalized, when applicable; d) Extracted certification of the constructed real estate assets; e) Occupancy permit, in those cases where newly constructed real estate assets are acquired; and f) Current solvency of the Tax Administration and current municipal solvency.
The Securitization Company will take the valuation as a reference for the acquisition of the constructed real estate assets, and it will be the responsibility of the Board of Directors to approve the acquisition of the same, leaving a record of its decision in the corresponding meeting minutes.
Art. 26.- Once the acquisition of the constructed real estate assets is finalized and for the purpose of complying with article 35 of these Standards and additionally to the documentation listed in the previous article, the Securitization Company must have the following:
a) Copy of the solvency of the Tax Administration and municipal solvency, which served as the basis for the purchase-sale deed;
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b) Purchase-sale deed of the real estate duly registered in the Registry of Real Estate and Mortgages belonging to the Real Estate Securitization Fund, made out in the name of the Securitization Company, with the clause "For the Fund" followed by the name or denomination of the corresponding Fund; c) In the event that financing sources are available, the loan contract that was used for the acquisition, which must clearly identify the amount granted, the interest rate, the maturity date and the guarantees granted; d) Copy of the payment receipts associated with the acquisition of the constructed real estate; and e) Insurance policy that provides coverage for the constructed real estate asset.
CHAPTER IV
OF THE SECURITIZATION OF REAL ESTATE TO BE BUILT
Art. 27.- When a Securitization Fund is constituted and integrated with real estate assets to be built intended for development, completion, sale, lease or expansion, it must observe the provisions referred to in this chapter. Likewise, when said Fund has established in the Securitization Contract that it will carry out the sale, the administration of real estate assets or both activities, it must observe what is established in article 20 and chapter V of these Standards. For the acquisition of real estate assets, the Securitization Company will comply with articles 25 and 26 of these Standards.
Permits
Art. 28.- In the case of construction projects and prior to the transfer of the real estate by the Originator to the Securitization Fund, the Securitization Company must ensure that the project intended to be developed has the permits for the start of construction of the project, required by the legal order of the jurisdiction in which it intends to be developed as well as with the payment solvencies of tax rates required to carry out the construction project. Likewise, the Securitization Contract must include the detail of the corresponding permits for the construction project in question, declaring that it has them.
During the execution of the project, the Securitization Company must process the permits, as well as their renewals, that are required according to the different stages, communicating said renewals to the Superintendency within three days following their granting.
Technical-Economic Feasibility Studies
Art. 29.- The project intended to be developed must also have a technical-economic feasibility study, which must contain at least all the technical and financial information that allows potential investors of the securities issued by virtue of the securitization process, to evaluate without any restriction the potential of the project, as well as its main disadvantages, such as, for example, cost-benefit report, return rate or environmental impact. Said study must be carried out by people or consulting companies dedicated to the elaboration of this type of studies, which do not have any kind of link with the Representative of the Security Holders, with the Originator and the Securitization Company, as well as with the directors and controlling or relevant shareholders. The content of this study must consider, at least, the aspects defined in Annex No. 1 of these Standards, and must be included in the Securitization Contract.
The feasibility study must determine the break-even point to carry out the execution of the project. In the determination of said break-even point, it must specify the probability of obtaining income depending on whether it is commitments for lease or formal sale-purchase. A sensitivity analysis and alternative scenarios must be included. In addition, all costs associated with the project must be included.
In said study, the total budget of the project must be considered, taking into account at minimum: the value of the real estate, cost of designs, technical studies and economic feasibility studies, programming of works and budgets, expenses for administration, contingencies, and other type of costs inherent to the development of the securitization process.
The cost of the designs, technical studies and economic feasibility studies, programming of works and budgets or of the studies must be reasonable with respect to the amount of the project and must not be higher than the market price.
Site Supervisor
Art. 30.- The project to be developed must have a site supervisor, who must have no less than five years of experience in the performance of this function.
The site supervisor must not have any link with the construction company of the project nor with the Representative of the Security Holders, as well as with the directors and controlling or relevant shareholders of the construction company and the Securitization Company. Likewise, it must have experience in projects similar to those it would supervise in the Real Estate Securitization Fund.
Art. 31.- The site supervisor will have within its functions, at minimum the following:
a) Supervise and verify the execution of the project, in accordance with the construction plans and technical specifications as programmed and approved; b) Inform in writing to the Securitization Company and to the Representative of the Security Holders, the occurrence of significant facts or of any event of which it has had knowledge in the performance of its functions, which makes it presume facts or circumstances that could put the development of the project at risk, the above, within a period not greater than three business days after having had knowledge of the fact; c) Elaborate a "Construction Project Progress Report" with a monthly periodicity, in accordance with the guidelines established in Annex No. 7 of these Standards. Said report must be sent to the Securitization Company, which will proceed to publish on its website regarding the same, the following aspects: general information related to the project, contractual information, information on the progress of the work, program of the work and personnel, materials, equipment and tools used in the period. The publication on the website will be carried out on the same day that said report is sent to the Superintendency; and (1) d) Elaborate the final delivery report of the project.
Construction Company
Art. 32.- Prior to hiring construction companies, the Securitizer must carry out due diligence procedures on them. Additionally, it will verify that any construction company wishing to participate in the development of a construction project has the following:
a) Organizational chart and curriculum vitae of the personnel involved in the construction project; b) Experience of no less than five years in construction projects similar to the one intended to be carried out, as well as the knowledge, technical capacity for the development of the project, and quality certifications, if any, for which it must require a list of similar projects carried out, including the name of the client and means of contact; c) Suitable personnel, installed capacity, machinery and equipment available in conditions for the execution of the work or service to be provided; and d) List of suppliers including a letter of commitment from them stating that if the construction company is hired, they will provide the services for which they have been considered. The Securitizer must record that it verified that the hired construction company meets the requirements established in this article. In the hiring of the construction company, the Securitizer must avoid establishing conditions more onerous than those currently in the market, establishing within its internal controls, a procedure for the selection of the company. Guarantees required from the construction company Art. 33.- The Securitizer will request from the contractors, that they present the necessary guarantees in accordance with the following:
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a) Advance good investment guarantee: that which is granted to guarantee that the advance is effectively applied to the initial endowment and execution of the project, which must be presented prior to disbursement by the Securitizer; b) Contract compliance guarantee: that which is granted to ensure that the contractor complies with all clauses established in the contract and that the work, the good or service contracted, is delivered and received to full satisfaction; c) Good work guarantee: that which is granted to ensure that the contractor will be responsible for faults and defects attributable to it during the period established in the contract. The validity period of the guarantee will be counted from the final receipt of the work; and d) Other guarantees that the Securitizer considers necessary to guarantee the completion of the project. The guarantees granted in favor of the Real Estate Securitization Fund administered by the Securitizer, must be in accordance with the amount, risk and type of operation carried out.
CHAPTER V
ADMINISTRATION OF REAL ESTATE SECURITIZATION FUNDS Functions and attributions of the Securitizer Art. 34.- Securitizers that administer Real Estate Securitization Funds, in addition to the functions and attributions established in the Securitization Law and the applicable regulations, will have the following functions and attributions:
a) In the case of Real Estate Securitization Funds of existing or constructed real estate, comply with risk management, in accordance with the "Technical Standards for the Integral Risk Management of Entities of the Stock Markets" (NRP-11), approved by the Central Bank through its Standards Committee, for which, the Securitizer must adapt its policies and procedures on risk management according to the administered fund, considering as a minimum the following:
(5)
i. Price risk;
ii. Counterparty risk in the acquisition and sale of real estate;
iii. Deterioration and adjustment risk of real estate;
iv. Disaster risk;
v. Vacancy risk, if applicable; and
vi. Other risks associated with the nature of the Real Estate Securitization Fund.
The Securitizer must adapt its policies and procedures on risk management, according to the administered Real Estate Securitization Fund. b) In the case of Real Estate Securitization Funds of construction projects, comply with risk management, in accordance with the "Technical Standards for the Integral Risk Management of Entities of the Stock Markets" (NRP-11),
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approved by the Central Bank through its Standards Committee, for which, the Securitizer must adapt its policies and procedures on risk management according to the administered fund, considering as a minimum the following:
(5)
i. Disaster risk;
ii. Risks associated with project financing;
iii. Risks of failures in construction;
iv. Risk in the estimation or contraction in demand;
v. Risks associated with the increase in costs in the development of the project;
vi. Risks associated with the established times or schedules for the development of the project;
vii. Risks associated with the incompatibilities of the technical specifications established in the feasibility study or in the plans, in the development of the project;
viii. Legal risks derived from the non-compliance of contracts made with third parties for the development of the project; and
ix. Other operational risks in accordance with the nature of the project.
The Securitizer must adapt its policies and procedures on risk management, according to the administered Real Estate Securitization Fund. c) Give timely follow-up to the construction project and its stages if applicable, documenting such follow-up and informing the Representative of Security Holders and the General Meeting of Security Holders; d) Administer the insurance to be contracted for this purpose, controlling their validity and carrying out the corresponding renewals; e) Pay the taxes and contributions that directly tax the real estate assets of the Securitization Fund, when applicable; f) Pay the expenses linked to the acquisition, sale, leasing, remodeling, maintenance and repairs of the real estate; g) Pay the fees and legal expenses incurred by the Real Estate Securitization Fund; h) Keep control and monitoring of the real estate assets owned by the Real Estate Securitization Fund; i) Evaluate and carry out follow-up of the real estate assets owned by the Real Estate Securitization Fund; j) Prepare a monthly report on the work carried out in the maintenance of the real estate assets, owned by the Real Estate Securitization Fund; k) Regarding the leasing of real estate assets it must:
i. Maintain communication with the tenants of the real estate assets owned by the Real Estate Securitization Fund and follow up on their requirements;
ii. Comply with the leasing policy;
iii. Collect the leases;
iv. Collect the guarantee deposits for the concept of leasing;
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v. Manage judicial collections; and
vi. Review the delinquency status of the tenants, with the purpose of proposing measures to apply.
l) Regarding the maintenance of real estate assets:
i. Manage the maintenance of the real estate assets; and
ii. Prepare a budget of the expenses necessary for the maintenance of the real estate assets, according to the amounts or percentages stated in the Securitization Contract, prior to the acquisition by the Real Estate Securitization Fund which must be approved by the Board of Directors of the Securitizer, which must be in charge of verifying the faithful compliance of said budget.
m) Propose to the Security Holders' Board of the Real Estate Securitization Fund, the realization of investments in improvements of the real estate assets; and (1) n) Carry out marketing activities with the aim of placing the available real estate assets. (1) The Securitizer, for the purpose of complying with this article, must have a sufficient organizational structure according to the volume and complexity of the assets administered so that the adequate and efficient surveillance and administration of the real estate assets owned by the Real Estate Securitization Fund is carried out, for which it must include in its position manuals the profiles and the description of the functions that those in charge of these activities will perform or hire third parties for this purpose, observing what is established in article 39 of these Standards. (1) In addition, the Securitizer must consider all necessary actions to guarantee maximum performance for the benefit of the Security Holders.
Internal Control
Art. 35.- The Securitizer, must define internal control policies and procedures, in which it contemplates, based on the object of the real estate securitization process, as a minimum, the following aspects:
a) Policies and procedures to detect, avoid and manage conflicts of interest of the Securitizer, observing what is established in the "Technical Standards of Conduct for Entities of the Stock Markets" (NDMC-15), approved by the Central Bank through its Standards Committee; b) A register of the contracts that the Securitizer has signed with third parties and of the permits for the development of the project; c) A detailed register of the costs associated with the project carried out by the Real Estate Securitization Fund, as well as the associated documentation; d) Respective controls to the investment plan, which must include the disbursements associated with the development of the project, detailing the variations, adjustments, payments, advances and excess payments, with their justification, as well as their respective
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comprobantes; e) Have the authorized plans, as well as their modifications if applicable; f) Register of the permits obtained associated with the project; g) Policies for the reception of work; h) Have a file for each of the real estate assets with which the Securitization Fund is constituted, disposes for sale or for leasing. This must be formed by the documentation required in articles 20, 21, 24, 25 and 26 of these Standards, as applicable, establishing mechanisms for the safeguarding of information; (5) i) Establish control mechanisms on the operations carried out by the Securitization Fund regarding the real estate assets, in accordance with Annex No. 2 of these Standards; j) Have a file of tenants or lessees that contains: Copy of information documentation, copy of the lease contract and signature registration form with the names and signatures of the persons authorized to sign lease contracts on behalf of the tenants, if applicable, as well as the information contained in Annex No. 3 of these Standards. In the offering prospectus and in the lease contract it must be specified whether subleasing will be allowed or not, detailing the conditions under which it will be carried out, as well as the due diligence policies that the lessee will carry out on the sublessee, the Securitizer being able to request at any time, the sublessee's documentation with the purpose of complying with the obligations established in the laws, instructions and current regulations related to the prevention, detection and control of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction; (6) k) Adopt policies and procedures regarding:
i. Remodeling, maintenance and repairs of the real estate assets, considering the amounts or percentages stated in the Securitization Contract;
ii. Management of collections for the concept of leasing;
iii. Hiring of services;
iv. Documents or guarantees to be requested to ensure the payment of the covenants agreed in the lease contracts celebrated on real estate assets of the Real Estate Securitization Fund;
v. Control of accounts receivable and payable;
vi. Hiring of insurance;
vii. Administration of guarantee deposits;
viii. Administration and management of leases receivable;
ix. Estimation and management of amounts of leases of doubtful recovery; and
x. Hiring of appraisers, as well as the review and safeguarding of the respective reports.
l) Design procedures, policies and guidelines for the acquisition and sale of
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real estate for the Real Estate Securitization Fund, as well as for the financing, development, construction or performance of real estate projects, types of real estate that will be acquired in accordance with the object of said Fund, criteria for the selection of appraisers, among other topics; and m) Establish policies and guidelines for the sale of real estate, for the administration of the real estate assets regarding their leasing in general, for their maintenance, repairs, remodeling, improvements, expansions and delays in the payment of leases or others. Such policy must include functions and those responsible for carrying them out. These policies and guidelines must be evaluated at least once a year. The information referred to the acquisitions or sales that the Securitizer carries out on behalf of each Real Estate Securitization Fund, must be available to the Superintendence at the time it requires it. Likewise, the Securitizer must document the aspects taken into consideration in the acquisition or sale processes it carries out. The files referred to in this article, must be updated at the moment changes occur in the costs, construction or development of the real estate assets of the Real Estate Securitization Fund or in the characteristics of its tenants. Management levels Art. 36.- The Securitizer must have an adequate segregation of functions and assignment of the necessary resources for the administration and supervision of the real estate assets.
Protection of the real estate
Art. 37.- To protect the real estate assets of the Real Estate Securitization Fund, the Securitizer is responsible for contracting the insurance it deems necessary. For this purpose, in the offering prospectus it must reveal the main policies and guidelines on insurance contracting. In the contracting of these, it must consider as a minimum the following:
a) That the insured amount covers the value of the real estate, which must be adjusted every time an appraisal is made to said real estate or when significant remodeling or expansions are made to the real estate asset; b) That the quality of the contracted insurance does not deteriorate, for which it must review the insurance policies annually; and c) That the contracted insurance covers as a minimum catastrophic insurance, fires and allied lines, of protection against risks for constructions in process, detailing the risks that these insurance do not cover.
Maintenance of real estate
Art. 38.- When the Securitizer hires a company or natural person to provide maintenance services for the real estate assets, it must consider the following aspects:
a) Proven experience in the maintenance of real estate; b) Be independent of the Securitizer and of the appraiser of the real estate; and c) Not belong to the Financial Conglomerate or Business Group of the Securitizer. The Securitizer assumes towards the Security Holders the responsibility for all services carried out by the company or natural person hired for the maintenance of the real estate assets owned by the Real Estate Securitization Fund.
Hiring
Art. 39.- All obligations of the Securitizer that for its compliance it is necessary its execution through a third party, must be perfected and formalized through the signing of a contract in which the obligations for each of the parties are stipulated. The Securitizer, for the hiring with third parties, must observe the exceptions in the hiring services and the review process in the Superintendence that establishes article 26 of the Securitization Law. What is established in the previous paragraph applies to the case of modifications or addenda to the contracts. Likewise, the quality of the contracted services is the responsibility of the Securitizer, who will respond to third parties as if it had carried them out. For such purposes, the Securitizer must have policies and procedures regarding the hiring of services and will be responsible for complying with the information requirements that the Superintendence makes regarding said services. The Securitizer must adapt its practices and procedures for the handling of potential conflicts of interest in the hiring of construction companies, site supervisors, persons in charge of the feasibility study, appraiser, among others, observing for this what is established in the "Technical Standards of Conduct of Entities of the Stock Markets" (NDMC-15), approved by the Central Bank through its Standards Committee. Additionally the Securitizer must observe what is established in the "Technical Standards on the Minimum Requirements of the Asset Administration Contracts of Securitized Assets" (NDMC -27), approved by the Central Bank through its Standards Committee. (5) Art. 40.- The models of service contracts must comply with what is established in article 26 of the Securitization Law and must contain as a minimum, the following:
a) Object; b) Responsibilities of each contracting party; c) Deliverable products or services. Characteristics or expected contents of the same; d) Form of payment; e) Duration period; f) Clauses that oblige the subcontracted entity to keep strict confidentiality on the information to which it has access by reason of the provision of its services, as well as a clause relative to the scheduling of the work to be carried out; g) Clauses that facilitate an adequate review of the respective provision of services by the Securitizer or by the Superintendence; h) Consignment of whether the service provider entity is related to the Securitizer; i) Conditions of nullity or rescission of the contract; j) Conditions for the resolution of conflicts; and k) Prohibitions applicable to the contractors, as established in the Securitization Law and in these Standards. Once the contracts are signed, it will send a copy of them to the Superintendence no later than three business days following the signing.
CHAPTER VI
DISCLOSURE, REMISSION AND MAINTENANCE OF INFORMATION
Art. 41.- Without prejudice to what is established in the "Technical Standards for the Remission and Disclosure of Information of Securitizing Companies and the Representatives of the Security Holders" (NDMC -34), approved by the Central Bank through its Standards Committee, the Securitizers must disclose, remit and publish on their website, the information relating to the Real Estate Securitization Funds to which this chapter refers, in accordance with what is established in each of the subsequent articles. (1) (5)
Essential information or relevant facts
Art. 42.- The Securitizer will observe what is provided in article 41 of these Standards and what is established in article 35 of the Supervision Law and will disclose any essential fact or information regarding the Real Estate Securitization Funds it administers or of itself, such as, operations carried out with resources of said Funds with companies members of its Financial Conglomerate, Business Group or persons related to the Securitizer. Additionally, for the investments that the Securitization Funds make in real estate, examples of essential information or relevant facts about these and the Securitizer are considered, any modification or information related to the following aspects:
a) Designation by the Real Estate Securitization Fund, of appraisers for the appraisal of the acquired real estate, of those that are disposed for sale or for their development or construction; b) Acquisition or sale of real estate assets; c) Start of the project or its stages, when applicable; d) "Construction Project Progress Report", in accordance with what is established in Annex No. 7 of these Standards, observing for the
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publication on website, what is provided in letter c) of article 31 of these Standards; (1) e) Completion of the sale of the project; f) Fines, infractions or legal contingencies derived from the development or execution of the project; and g) Any other information that could influence the valuation of the real estate assets of the Real Estate Securitization Fund and in general, any information that could influence the appreciation of the security holders regarding the performance of said Fund. The Securitizer is obliged to communicate any essential information or relevant fact to the Superintendence, to the Representative of the Security Holders and to the Stock Exchange, no later than the next business day that the fact occurs or is known to it.
Annual report
Art. 43.- The Securitizer will keep available to investors on its website, an annual report that must contain as a minimum the following information:
a) Identification of the Real Estate Securitization Fund, its object and name of the Securitizing entity; b) Detail of the Board of Directors of the Securitizer and of the Representative of the Security Holders; c) Characteristics of the Real Estate Securitization Fund that has been constituted; d) Economic-financial panorama and market perspectives; e) Information on the General Meeting or Extraordinary General Meeting of Security Holders that have been held in the period; f) Risk management report; g) Zone or geographic zones towards which the Real Estate Securitization Fund has been oriented; h) Detail of the real estate assets owned by the Real Estate Securitization Fund; i) Detail of the expenses carried out during the reported period; j) Performance obtained by the Real Estate Securitization Fund during the last year; k) Funding sources for the transactions carried out by the Real Estate Securitization Fund; l) Value of the participation securities in the equity of the Real Estate Securitization Fund, specifying its nominal value, book value and market value; m) Risk factors of the Real Estate Securitization Fund; n) Risk rating report of the Real Estate Securitization Fund; o) Information on relevant facts occurred during the reported period; and p) Copy of the report and audited financial statements corresponding to the previous exercise presented to the Superintendence.
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The first report will be published after the first year of operation of the Real Estate Securitization Fund at the latest during the first quarter of the year. The same deadline must be observed for the publication of subsequent reports.
Website of the Securitizer
Art. 44.- For each Real Estate Securitization Fund it administers, the Securitizer shall have available on its website a copy of the issuance prospectus, the annual report referred to in Article 43 of these Standards, reference regarding investor relations contacts for consultations and procedures related to complaints and claims concerning said Fund.
Additionally, as part of the information the Securitizer will include on its website, the following information must be considered:
a) Name of the Securitizer; b) Name of the Real Estate Securitization Fund; c) Object of the Fund, specifying whether the object of the Securitization process is financing, development, construction, performance, or expansion of real estate projects; d) Current risk classifications of the issuance; e) Representative of the Security Holders; f) Fund's Equity; g) Nature of the security: Specify that it refers to securities representing participation in a collective credit held by a Fund or in the equity of a Fund, as defined in Article 73 of the Securitization Law; h) Number of debt securities or participation securities of the Real Estate Securitization Fund; i) Monthly value of the Fund's participation security and its nominal value, specifying the reference date thereof; j) Commissions and expenses: indicate the administration cost of the Real Estate Securitization Funds, the remuneration of the Representative of the Security Holders, the compensation to the Securitizer, and other necessary expenses borne by said Funds as specified in the Securitization Contract, as well as the maximum amounts or percentages to be charged; k) Relevant facts or essential information: relevant facts or essential information disclosed must be included; l) Fund's risk factors: identify and explain the main risks inherent to the Fund to which investors will be exposed; m) Reference date of the disclosed information; n) Monthly and semi-annual Financial Statements, which must be published within thirty (30) calendar days following the month to which the definitive information corresponds; o) Name of the placing agent; p) Statement of the following literal reasons:
i. “The Real Estate Securitization Fund (name) has been registered in the Public Stock Register of the Superintendency of the Financial System, which does not imply that it recommends the subscription of its securities nor expresses an opinion favorable to the profitability or quality of said instruments”; and
ii. “A Real Estate Securitization Fund involves risks associated with the development of the project; if such risks materialize, they may affect the objective and may cause the loss of the investment.”
q) Name of the companies or persons contracted to perform remodeling, maintenance, and repair activities on the real estate owned by the Real Estate Securitization Fund; r) Quarterly management reports of the Real Estate Securitization Fund; and s) Construction progress reports of the construction projects.
Information to be sent to the Superintendency regarding the Real Estate Securitization Fund Art. 45.- The Securitizer, regarding each Real Estate Securitization Fund it administers and without prejudice to the obligations established in the “Technical Standards for the Transmission and Disclosure of Information of Securitizing Companies and Representatives of Security Holders” (NDMC -34), approved by the Central Bank through its Standards Committee, shall send the following information to the Superintendency: (5) a) Annex No. 4: “Information on the properties subject to Securitization”, with monthly frequency, which must be sent within five (5) business days following the month being reported; b) Annex No. 5: “Information on the properties owned by the Real Estate Securitization Fund”, which must be sent on the next business day after the acquisition, sale, or presale of a property owned by the Fund, as well as after any remodeling, maintenance, or repairs performed on them; c) Annex No. 6: “Information on the characteristics of the tenants”, which must be sent on the next business day after receiving new tenants, withdrawals, or updates in their information; and d) Annex No. 7: “Construction Progress Report of a Construction Project”, with monthly frequency, which must be prepared by the Site Supervisor. This report must be carried out during the construction project. This report must be sent to the Superintendency on the fifth (5th) business day following the date to which the information corresponds. (1)
Technical details of information transmission
Art. 46.- The Superintendency shall send to the Securitizer, within a maximum period of ninety (90) days following the effective date of these Standards, with a copy to the Central Bank, the technical details related to the transmission of the information required in Article 45 of these Standards. The information requirements will be limited to the collection of information as regulated in these Standards.
The Securitizer must implement the necessary mechanisms for the transmission of the aforementioned information within a maximum period of one hundred twenty (120) days after receiving the communication from the preceding paragraph, in accordance with the technical details sent by the Superintendency. The Securitizer will transmit the information detailed in Article 45 of these Standards electronically starting from the first business day following the initiation of the placement of the securities of the Real Estate Securitization Fund.
CHAPTER VII
OTHER PROVISIONS AND VALIDITY
Certification of photocopies and authentication of signatures Art. 47.- Documentation presented to the Superintendency, in compliance with what is provided for in these Standards, must conform to the corresponding legal formalities, especially regarding:
a) Photocopies presented must be legible and certified by a Salvadoran notary; b) Signatures appearing on all types of documentation must be legalized by a Salvadoran notary; and c) Public or authentic documents emanating from foreign countries, and their photocopies, must comply with what is established in Article 334 of the Civil and Commercial Procedural Code or the apostille procedure, in the case of countries signatories to the "Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents", ratified by Legislative Decree No. 811, dated September 12, 1996, published in Official Diary No. 194, Volume No. 333, of October 16 of that same year.
Timeframe for retention of information
Art. 48.- Information of the companies and natural persons contracted to provide services to the Real Estate Securitization Fund and the minute books must be preserved according to the timeframe established in the Special Law for the Prevention of Money Laundering and the Code of Commerce, respectively. (6)
Sanctions
Art. 49.- Non-compliance with the provisions contained in these Standards will be sanctioned in accordance with what is established in the Law on Supervision and Regulation of the Financial System.
Repeals
Art. 50.- These Standards repeal the “Standard for Real Estate Securitization” (RCTG-13/2008) approved in Session CD-23/2008 on June 17, 2008, by the Securities Superintendency whose Organic Law was repealed in accordance with Legislative Decree No. 592 containing the Law on Supervision and Regulation of the Financial System, published in Official Diary No. 23, Volume No. 390, dated February 2, 2011.
Transitory
Art. 51.- Real Estate Securitization Funds that were previously authorized prior to the validity of these Standards, the Securitizer will continue to send information to the Superintendency; likewise, they must send the information referenced in Article 45 in accordance with the means previously established by it, until the adaptation period stipulated in Article 46 of these Standards ends. From the validity of these Standards, the Securitizer must continue to disclose relevant facts or essential information related to the Real Estate Securitization Fund or itself, which it will disclose on its website. Art. 52.- Authorization request procedures that were in process at the time these Standards entered into force will continue and conclude in accordance with the procedure established in the “Standards for Real Estate Securitization” (RCTG-13/2008), approved in Session CD-23/2008, dated June 17, 2008, by the Board of Directors of the Securities Superintendency whose Organic Law was repealed in accordance with Legislative Decree No. 592 containing the Law on Supervision of the Financial System, published in Official Diary No. 23, Volume No. 390, dated February 2, 2011. Notwithstanding the foregoing, the Superintendency will require the Securitizer to remedy observations or submit documents requested within ten (10) business days. This period may be extended upon request by the interested party when there are reasons justifying it. Upon making the request, the Superintendency will warn that after thirty (30) business days from the expiration of the period granted to address the request, without having continued with it, the authorization and registration requests for a Real Estate Securitization Fund will be archived. Unforeseen aspects Art. 53.- Unforeseen aspects in regulatory matters in these Standards will be resolved by the Central Bank through its Standards Committee.
Validity
Art. 54.- These Standards will enter into force as of March eighteen, two thousand nineteen.
MODIFICATIONS:
(1) Modifications to articles 5, 31, 34, 41, 42, 45, and Annex No. 7 approved by the Central Bank through its Standards Committee, in Session No. CN-04/2019 dated March 15, two thousand nineteen, with effect from March 18, two thousand nineteen. (2) Modification to article 5 approved by the Central Bank through its Standards Committee, in Session No. CN-10/2019 dated May 29, two thousand nineteen, with effect from June 24, two thousand nineteen. (3) Modifications to articles 13 and 15, approved by the Reserve Central Bank through its Standards Committee, in Session No. CN-04/2021, dated March 29, two thousand twenty-one, with effect from April 19, two thousand twenty-one. (4) Modifications to articles 5 and 9 approved by the Central Bank through its Standards Committee, in Session No. CN-06/2021 dated May 06, two thousand twenty-one, with effect from May 24, two thousand twenty-one. (5) Modifications to articles 7, 9, 10, 13, 15, 17, 34, 35, 39, 41, and 45, approved by the Central Bank through its Standards Committee, in Session No. CN-10/2024 of October 31, two thousand twenty-four, with effect from November 15, two thousand twenty-four. (6) Modifications to articles 3, 9, 22, 35, 48, and Consideration VII and incorporation of Consideration VIII, approved by the Central Bank through its Standards Committee, in Session CN-03/2026 of March 19, two thousand twenty-six, with effect from April 6, two thousand twenty-six.
Anexo No. 1
FEASIBILITY STUDY FOR THE CONSTRUCTION PROJECT The feasibility study must contain as a minimum the following information:
b) Analysis of the target market; c) Price and sensitivity analysis; d) Supply factor analysis:
i. Relates to the availability of properties for a specific use. Trend in the inventory of available properties.
ii. Types of real estate supply: built, under construction, and proposed;
iii. Net absorption trend analysis must be considered:
iii.i. Net absorption (in meters or square feet) = occupied space – vacant space + demolished space – newly constructed space.
iv. Differential between supply price and offered prices; and
v. Time to wait to make a sale.
e) Competition analysis; f) Guidelines for the commercialization and sale of the project; and g) Indications of professionals, whether internal or external, to carry out the study.
4. Project Risks
Risk Factors that could affect the viability of the project, considering as a minimum:
a) Estimating nature of financial projections; b) Insurance risk; c) Location risk; d) Financing risk; e) Risk of failures or delays in construction; f) Risks derived from obligations for equipment and complementary service in the project; and g) Other risks associated with the nature of the project. Likewise, it must indicate the main management mechanisms for them.
5. Technical Aspects
In this section, it must be indicated if the project has as a minimum the following:
a) Descriptive memory of the project; b) Descriptive memory of the housing, apartment, office, commercial premises, among others; c) Technical specifications of the project (materials, quality, labor, etc.); d) Project values table; e) Topographic survey of the land; f) Plan of the distribution of lots, when there are lots subdivided in the name of their owner; g) Architectural, structural, electrical, hydraulic, and any other design plans included in the works; h) Environmental impact study, when necessary; i) Soil study; and j) Resolution of the construction permit.
6. Legal Aspects
In this section, it must be indicated if the project has as a minimum the following:
a) Promise of purchase-sale contract which must be executable prior to the placement of the securitization securities. In both cases, it must express the existence of the legal risk of non-compliance that it entails;
b) Indication that the property or real estate where the project will be developed is free of usufruct rights, use, or habitation or any other condition that prevents its transfer to the Fund or its exploitation by the Real Estate Securitization Fund; c) Construction permits required for the start of the work. The permit will be in accordance with the project to be carried out and the jurisdiction where the project is developed; d) Cadastral sheet and copy of the extracted certification (National Registry Center) with an age no greater than 60 days from its issuance; and e) Report on contracts signed, when applicable, or contracts pending signature. In this section, it must be indicated if the Securitizer has signed or will sign guarantees, insurance, and mechanisms to ensure compliance with the obligation, such as: good use of advance payment, contract compliance, good work guarantee, good service guarantee, functioning and quality of goods, mechanisms or penalties for non-compliance, among others.
7. Financial Aspects
In this section, the following aspects must be included:
a) Determination of the break-even point; b) Sensitivity analysis and alternative scenarios; c) Technical budget of the project, including aspects such as: price of the property, design costs, materials, labor, financial burden, indirect costs, administration expenses, advertising and marketing expenses, etc.; d) Housing, apartment, offices, commercial premises budget, among others, by materials, labor, and condensed; e) Offers and/or subcontracts considered in the budget; f) Work program; g) Investment plan of the work; h) Sales projections; i) Income projections (sources of income, vacancy assumptions, scenario evaluation, etc.); j) Cost projections (investments, license and permit expenses, maintenance expenses, administrative expenses, financial expenses, taxes, scenario evaluation, etc.); k) Investment flow (when the project is developed in stages, this detail must be presented for each stage); and l) Indication of the valuation of the real estate asset, which must have a valuation by an expert registered in the Superintendency or in another registry recognized by it; m) Indication that there are guidelines to establish sources of financing, as well as the identification of the entity or entities participating in the financing of the project, indicating the amounts with their respective financing percentages, estimated terms, and general conditions of the financing; and n) Indication that there are guidelines that will be used to make disbursements to contracted entities. In this section, it must be indicated that the main internal controls are available to guarantee that the amounts given as construction progress in favor of the company carrying out the construction are effectively applied in the development of the project, as well as in provisioning, execution, or acquisition of goods in accordance with technical specifications and approved plans.
Anexo No. 2
MINIMUM CONTENT OF THE REAL ESTATE PROPERTY REGISTER OF THE FUND
No. Name Description
1 Name of the real estate property Indicate the name of the real estate property.
2 Type of real estate property Indicate if it is urban or rural.
3 Use or vocation of the real estate property Indicate if it is tourism, office, commercial, residential, storage, etc.
4 Acquisition Date Indicate the date on which the real estate property was acquired.
5 Registration Date in the Registry Date on which the real estate property was recorded in the Real Estate and Mortgage Property Registry.
6 Form of acquisition of the real estate property Indicate if the real estate property was acquired with own resources, through the granting of financing or a combination of both.
7 Amount of financing Indicate in United States Dollars (US$), the amount for which the financing was granted, if applicable.
8 Maturity Date of the financing
Indicate the maturity term of the financing, if applicable.
9 Balance of financing Indicate the outstanding balance of the financing required for the acquisition of the real estate property.
10 Internal code of the real estate property assigned by the Securitizer Indicate the code assigned by the Securitizer.
11 Code of the real estate property in the
Registry
Indicate the code assigned by the Real Estate and Mortgage Property Registry.
12 Exact address of the real estate property Indicate the address where the real estate property is located.
13 Department Indicate the department where the real estate property is located.
14 Type of construction Horizontal, vertical.
15 Main economic activity that develops
Indicate the activity: housing, industry, commerce, restaurants and hotels, services, banks, insurance and other financial institutions, government services, etc.
16 Acquisition value of the real estate property Indicate in United States Dollars (US$), the acquisition value of the real estate property.
17 Appraisal report value for acquisition of the real estate property Indicate in United States Dollars (US$), the appraisal report value at the moment of acquisition.
18 Appraisal report value for sale Indicate in United States Dollars (US$), the value of the real estate property according to the appraisal to perform the sale.
19 Valuation Date Date of the valuation of the real estate property at
Anexo No. 2
MINIMUM CONTENT OF THE REAL ESTATE PROPERTY REGISTER OF THE FUND
moment of acquisition or sale.
20 Last valuation value (annual) Indicate the value of the real estate asset according to the annual appraisal carried out by the expert hired by the Securitization Company (considering the acquisition date).
21 Date of last valuation Date of the last appraisal performed on the real estate asset.
22 Book value Indicate in United States dollars (US$), the book value of the real estate asset as of the portfolio valuation date.
23 Goodwill / Loss Indicate in United States dollars (US$), the accumulated gain or loss arising from the change in the value of the real estate asset.
24 Appraiser code Indicate the code of the person (natural or legal).
25 Dimensions of the real estate asset Indicate the square meters acquired; in the case of a condominium property, the measurements must correspond to the acquired proportional part.
26 Leasable area Indicate the square meters that are suitable for leasing.
27 Parking and common areas Indicate the square meters acquired.
28 Renovations, maintenance and repairs Indicate whether the real estate asset has been modified and the type of modification: renovation, maintenance, or repair.
29 Modified area(s) Indicate the area that was modified with its name and in square meters (parking, leasable area, etc.).
30 Value of renovations, maintenance and repairs Indicate in United States dollars (US$), the value for which the renovation, maintenance, or improvement was carried out.
31 Occupancy rate Indicate the occupancy rate of the real estate asset (square meters leased by tenants / total available leasable square meters of the real estate asset).
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 3
MINIMUM CONTENT OF THE TENANT REGISTRY
No. Name Description
1 Tenant code Indicate the code assigned by the Securitization Company.
2 Type of tenant Indicate if it is a new tenant, a tenant who is leaving, or an existing tenant (in other Real Estate Securitization Funds of the same Business Group, in other properties of the same Fund, etc.). 3 Tenant seniority Indicate the time for which the tenant has remained in the real estate asset. 4 Part of the Business Group or Financial Conglomerate Indicate whether it is part of the Business Group or Financial Conglomerate or not. 5 Lease amount Indicate in United States dollars (US$), the amount paid by the tenant as rent during the reference month. 6 Accumulated amount to date Indicate in United States dollars (US$), the accumulated amount paid by the tenant as rent during the reference month. 7 Deposit amount paid Indicate in United States dollars (US$), the amount cancelled by the tenant as a deposit. 8 Tenant status Indicate whether the tenant is in arrears or solvent. 9 Days in arrears If the tenant's status is established as in arrears, indicate the days of delay in the payment of rent. 10 Leased area Area or space leased by the tenant denominated in square meters. 11 Description of the economic activity performed Description of the main economic activity performed by the tenant or their main business line. 12 Contract start date Start date of the lease contract. 13 Contract end date End date of the lease contract; for indefinite time, it must be identified as "indefinite"; if renewable, the annual periodicity must be indicated. 14 Identification document number Identification document number. 15 Identification document type Type of document with which the tenant is identified. 16 Telephone Indicate the telephone number. 17 Email Indicate the email address if available. 18 Address Indicate the tenant's address if it is different from the address of the leased premises. 19 Name of the property Indicate the name of the real estate asset.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 3
MINIMUM CONTENT OF THE TENANT REGISTRY
real estate asset leased
20 Code of the real estate asset leased Indicate the code of the real estate asset in the Registry of Real Estate and Mortgages.
21 Type of modification Indicate if it is an update of the tenant's data or if it is a tenant who is leaving.
22 Date of cessation as tenant Indicate the date on which they cease to be a tenant, when applicable.
23 Reason for lease withdrawal Indicate the reason for withdrawal, when applicable.
24 Data to be updated Indicate the type of information to be updated: contact number, contact person name, telephone number, etc., when applicable.
25 Update Enter the new data that was updated, when applicable.
26 Update date Indicate the date on which the information update was carried out.
27 Detailed justification of the change Detail the reason for the change, when applicable.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 4
INFORMATION ON THE REAL ESTATE ASSETS SUBJECT TO SECURITIZATION
No. Name Description
1 Date of information Corresponds to the date of the information.
2 Name of the Securitization Company Indicate the name of the Securitization Company.
3 Name of the Fund Indicate the name of the Fund.
4 Type of real estate asset Indicate if it is urban or rural.
5 Use or purpose of the real estate asset Indicate: tourism, office, commercial, residential, storage, etc.
6 Internal code of the real estate asset Indicate the code assigned by the Securitization Company.
7 Department Indicate the Department where the real estate asset is located.
8 Appraisal report value upon acquisition of the real estate asset Indicate in United States dollars (US$), the appraisal report value at the time of acquisition.
9 Acquisition value of the real estate asset Indicate in United States dollars (US$), the acquisition value of the real estate asset.
10 Book value Indicate in United States dollars (US$), the book value of the real estate asset as of the portfolio valuation date.
11 Goodwill / Loss Indicate in United States dollars (US$), the accumulated gain or loss arising from the change in the value of the real estate asset.
12 Form of acquisition of the real estate asset Indicate whether the real estate asset was acquired with own resources, through the granting of financing, or a combination of both.
13 Financing balance Indicate the outstanding balance of the financing required for the acquisition of the real estate asset, when applicable.
14 Financing maturity date Indicate the maturity term of the financing, if applicable.
15 Occupancy rate Indicate the occupancy rate of the real estate asset (square meters leased by tenants / total available leasable square meters of the real estate asset).
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 5
INFORMATION ON THE REAL ESTATE ASSETS OWNED BY THE REAL ESTATE SECURITIZATION FUND
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 5
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 5
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 6
INFORMATION ON THE CHARACTERISTICS OF THE TENANTS
NEW TENANTS
Tenant code Indicate the code assigned by the Securitization Company.
Part of the Business Group or Financial Conglomerate Indicate whether it is part of the Business Group or Financial Conglomerate or not.
Description of the economic activity performed Description of the main economic activity performed by the tenant or their main business line.
Contract start date Start date of the lease contract.
Contract end date End date of the lease contract; for indefinite time, it must be identified as "indefinite"; if renewable, the annual periodicity must be indicated.
Identification document number Identification document number.
Identification document type Type of document with which the tenant is identified.
Telephone Indicate the telephone number.
Email Indicate the email address if available.
Address Indicate the tenant's address if it is different from the address of the leased premises.
Name of the real estate asset leased Indicate the name of the real estate asset.
Code of the real estate asset leased Indicate the code of the real estate asset in the Registry of Real Estate and Mortgages.
Lease amount Indicate the lease amount of the real estate asset.
TENANTS WHO ARE LEAVING
Tenant code Indicate the code assigned by the Securitization Company.
Name of the real estate asset leased Indicate the name of the real estate asset.
Code of the real estate asset leased Indicate the code of the real estate asset established by the Securitization Company.
Date of cessation as tenant Indicate the date on which they cease to be a tenant.
Reason for lease withdrawal Indicate the reason for withdrawal.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 6
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 7
CONSTRUCTION PROJECT PROGRESS REPORT
Monthly Report of the Construction Projects Securitization Fund “Indicate the name of the Construction Projects Securitization Fund” (1) (Indicate the reported period)
General information
a) Project identification: name, location, and type of Project. If the Project consists of different stages, list each of these; b) Destination of the Project; and c) Indication of the stage in which it is located, such as: design, construction, etc.
Contractual information
a) Identification of professionals assigned to the project:
i. Entity or persons responsible for carrying out the supervision of the work and who have under their responsibility that the work is carried out in accordance with the project formulation;
ii. Entity responsible for elaborating the design and plans of the Project;
iii. Entity responsible for the construction of the Project; and
iv. Entity responsible for executing the placement or sale of the Project.
b) Guarantees associated with the development of the project:
Type of insurance Type of Guarantee Entity or insurer that issued the guarantee Amount Validity Start Date End Date
Information on the progress of the work
a) Time elapsed and remaining:
i. Original term of the Project;
ii. Extension term, if any;
iii. Time elapsed;
iv. Time remaining;
v. Project progress (Expressed as a percentage of the project budget).
In the case of delays in the execution of the project, the reasons for them, the rescheduling, or the mechanisms to resolve such delays must be detailed.
Work schedule:
Indicate the works executed in the reported period, detailing the duration, percentage of progress, and their comparison with what was projected, establishing whether there has been an advance or delay in the work. The difference in the level of execution between what was planned and the executed progress must be established.
NDMC-20
REAL ESTATE
Approval: 27/02/2019
Validity: 18/03/2019
Annex No. 7
Field Personnel
No. Specialty Quantity
Materials, equipment, and tools
No. Materials (description of the type of material) Quantity
Work budget:
Summary of the economic movements of the Project. Indicating payments for work progress, accumulated payment, and the total contract amount.
Site Supervisor Activities:
The main activities of the supervisor must be indicated, and it must be indicated if there have been deficiencies or recommendations in the development of the Project.
Indication of whether there have been fines, infractions, or legal contingencies derived from the development or execution of the Project, as well as their respective amounts or proofs of the materials.
Inspections or audits.
Period logs.
Report on the management of the main risks associated with the project.
Annexes:
Photographic illustrations of the work progress and the work program during the period must be attached.
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“These Standards repeal the “Standard for Real Estate Securitization” (RCTG-13/2008) approved in Session CD-23/2008 on June 17, 2008, by the Securities Superintendency”
“by Legislative Decree No. 56, of July 13, 2018, published in Official Diary No. 146, Volume 420 of August 10, 2018, article 46 of the Asset Securitization Law was modified”
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