Rule · BCR · 16 Mar 2016 · NDMC-06
Investment Fund Managers and marketing entities must ensure marketing materials are truthful, display a specific risk legend, and provide detailed fund information. Managers must verify investor identity, perform due diligence, and determine risk profiles (conservative, moderate, aggressive) approved by the Board every three years. They must prepare share subscription contracts, deliver required documents, and maintain an electronic participant register with specific security and access controls. Closed Fund share placements require intermediation by a House.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
THE NORMS COMMITTEE OF THE CENTRAL BANK OF RESERVE OF EL SALVADOR, CONSIDERING:
I. That Article 6 of the Investment Funds Law regulates that it is the responsibility of the Central Bank of Reserve of El Salvador to issue the Technical Standards necessary for the application of said Law.
II. That Article 22 of the Investment Funds Law establishes that prior to the registration of an Investment Fund and up to one year after the liquidation of the Manager, it must constitute and maintain at all times a guarantee based on the equity of the Investment Funds it administers, for the benefit of the participants, to guarantee the fulfillment of all its obligations.
III. That Articles 52 and 62 of the Investment Funds Law refer to the documents that the Manager must accompany with the request to be recorded in the registry of Funds maintained by the Superintendence of the Financial System.
IV. That Article 47, third subsection, of the Investment Funds Law regulates that the content of the extract of the fund's internal regulations and the placement prospectus for participation shares will be established by the Central Bank of Reserve of El Salvador.
V. That Article 63 of the Investment Funds Law establishes that Closed Funds, as well as their issuances, must be recorded in the Registry maintained by the Superintendence for such purposes and subsequently must be registered in a stock exchange, complying with the requirements established in the Securities Market Law insofar as it does not contradict the aforementioned Law.
VI. That Article 6, subsections l) and m), of the Securities Market Law establishes that the Public Stock Exchange Registry will have a Special Registry of Open and Closed Investment Funds.
VII. That Article 3, subsection h), of the Law on Supervision and Regulation of the Financial System establishes that it is the responsibility of the Superintendence of the Financial System to authorize the registrations, registry entries, modifications, and cancellations of persons, institutions, and operations subject to such requirement, in accordance with the laws in this matter.
VIII. That the Consumer Protection Law establishes the rights of consumers regarding the obligations of financial service providers.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
IX. That Article 1, second subsection, 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 the aforementioned law will be applicable to any natural or legal person, national or foreign, even if the latter are not legally constituted, who must provide the information required by the competent authority in the exercise of its functions. (4)
THEREFORE, by virtue of the regulatory powers conferred by Article 99 of the Law on Supervision and Regulation of the Financial System, AGREES to issue the following:
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS
CHAPTER I
OBJECT, SUBJECTS, AND TERMS
Object
Art. 1.- These Standards aim to develop the legal provisions applicable to record Investment Funds in the Public Stock Exchange Registry of the Superintendence of the Financial System, as well as for their operation, including provisions for the submission of authorization requests, internal regulations, and placement prospectuses.
For the case of Closed Real Estate Investment Funds, Foreign Investment Funds, as well as funds that invest in securities issued by companies whose shares are not traded on the stock exchange and whose purpose is investment in specific business projects to be developed in the medium and long term, the specific provisions contained in the technical standards issued for this effect by the Central Bank of Reserve of El Salvador will apply.
Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are:
a) Stockbrokerage firms; b) Marketing entities; c) Entities representing the beneficiaries of guarantees; and d) Investment Fund Managers.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Marketing Agent: Natural person authorized by the Superintendence of the Financial System to market participation shares and who works for a Manager or marketing entity; b) Central Bank: Central Bank of Reserve of El Salvador; c) Stock Exchange: Stock Exchange constituted in El Salvador and registered in the Superintendence of the Financial System; d) House: Stockbrokerage firm, authorized and registered in the Superintendence of the Financial System; e) Shares: Participation shares; f) Custodian: Company specialized in the deposit and custody of securities constituted in El Salvador and registered in the Superintendence of the Financial System; g) Marketing entity: Stockbrokerage firm, as well as another legal person authorized by the Superintendence of the Financial System, which has signed a mandate contract with a Manager for the marketing of participation shares of Investment Funds; h) Funds: Investment Funds; i) Open Funds: Open Investment Funds; j) Closed Funds: Closed Investment Funds; k) Manager: Investment Fund Management Company; l) Business Group: In accordance with Article 5, subsection 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 (50%) as minimum in the share capital of each of them or that have common shareholders who, directly or indirectly, are holders of fifty percent (50%) 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; m) Investor: Natural or legal person interested in acquiring participation shares of an Investment Fund; n) Funds Law: Investment Funds Law; o) Market Law: Securities Market Law; p) Participant: Investor in an Investment Fund; q) Placement prospectus: Placement prospectus for participation shares; r) Registry: Public Stock Exchange Registry of the Superintendence of the Financial System; s) Internal regulations: Document containing all the characteristics and specific rules governing the operation of a specific investment fund; and t) Superintendence: Superintendence of the Financial System.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
CHAPTER II
GENERAL PROVISIONS ON INVESTMENT FUNDS
Formation of a Fund
Art. 4.- A Fund will be formed by the set of contributions from various investors, who will be called participants, which will be administered by a Manager, at their own risk and expense. The value of the participants' contributions, as well as any type of return they receive, will be directly related to the financial result of the Fund's assets. The Fund is the exclusive property of the participants, being an independent and different patrimony from that of the Manager, which is characterized by a certain level of diversification of its investments according to the investment policies established in the internal regulations.
Classification of Funds
Art. 5.- In accordance with what is established in Article 3 of the Funds Law, Managers may administer two classes of Funds: Open Funds and Closed Funds.
Participation Shares
Art. 6.- Each Fund will be expressed in shares, in order to determine the portion corresponding to each of the participants within the equity of the Fund. When one or more shares belong jointly to several persons, the co-owners will be obligated to designate one of them to act on their behalf before the Manager, in the share subscription contract. The shares of Open Funds may be fractionalized to facilitate their contribution or redemption, with the minimum number of shares that a participant may have at all times being that established in the internal regulations and in the prospectus if so defined. The placement of shares of Closed Funds will be carried out in accordance with what is regulated in the Securities Market Law, other applicable laws and regulations for the placement of securities issuances, and their negotiation will be carried out through the intermediation service provided by a House.
Art. 7.- The value of the share and the value of the Fund's assets will be calculated in accordance with the technical standards regarding valuation issued by the Central Bank.
Marketing of participation shares
Art. 8.- The information for the marketing of shares must be clear, truthful, complete, and timely, so that it is understandable to investors, avoiding hiding or minimizing important warnings. Likewise, the promotion of shares must be carried out in accordance with what is established in the Consumer Protection Law and its Regulations. The Manager and the persons performing the function of marketing shares according to what is established in Article 26 of the Investment Funds Law will be responsible for explaining to the investor the characteristics of this form of investment, avoiding making statements that could lead to false, misleading, or inaccurate appraisals about the characteristics of the Fund, indicating that the originally contributed amount may increase or decrease depending on the financial result of the Fund. In addition, they must inform the investor about the operation and characteristics of the Funds, explaining at least the following:
a) Type of investment fund; b) Investor profile to which the Fund is directed; c) Investment profile of the Fund (investment policy, including investment limits); d) Requirements and procedure for the subscription and redemption of shares in a Fund, if applicable; e) Inherent risks of the Fund; f) Criteria that will serve as the basis for determining returns, including the calculation to determine the share value; g) Charging of commissions expressed as percentages or amounts, specifying if they are charged to the investor or to the Fund; h) Tax treatment; and i) Other information that is necessary to make known to the investor that is consistent with the specific characteristics of each of the Funds.
Art. 9.- The Manager must display on its website and in customer service offices the following legend: “The amounts of money received as contributions for an Investment Fund are investments at the own risk and expense of the investors, they are not bank deposits and do not have the guarantee of the Deposit Guarantee Institute.” This legend must be visible and written in a font size that investors can clearly distinguish it, placed in a prominent location, so that it is visible to the public. In no case, in the marketing carried out, can the result of the investment be assured or guaranteed. If the marketing is carried out by electronic or printed means, it must contain the legend referred to in the previous subsection.
Identification of the investor
Art. 10.- The Manager, for the purposes of marketing its shares, will be responsible for the identity and legal capacity of the investors or their representatives who contract with it or through its marketing entity, for which it must prepare forms that include the information corresponding to each of the investors, which will contain as a minimum the information detailed below:
a) Place and Date; b) Assigned code; c) Name, nationality, denomination or trade name; d) Tax Identification Number (TIN), when applicable; e) Type and number of identity document; f) Address and telephone number of residence and office; g) Occupation and place of work; h) Nature or business of the entity, legal representative with their identity documents and respective signature; i) Name of the Fund in which they wish to subscribe to shares; j) Amount of the contribution; k) Persons authorized to order operations on their behalf, specifying their general information; l) Method to settle operations in favor of the participant: account credit, electronic transfer (specifying Bank Account No.), issuance of checks; m) Medium (physical or electronic) indicated by the investor, for the receipt of the following information: account statement, information regarding modifications to the internal regulations, the placement prospectus, and share subscription contract, among others; n) Name of the designated beneficiaries; o) Other data deemed convenient; and p) Signature of the investor. The Manager must obtain copies of the investor's identity document and Tax Identification Number (TIN), and of the persons authorized to order operations on their behalf, document that accredits the legal representative or attorney-in-fact, the deed of incorporation of the legal person, and all that information that in the judgment of the Manager should be part of the investor's file, in addition, it must have a signature registration form for each of its participants, including for the persons authorized to order operations on behalf of the participant.
Due Diligence
Art. 11.- The Manager and marketing entities must have procedures and policies to perform due diligence for the identification and knowledge of their participants in accordance with what is established in the current laws and regulations on the prevention, detection, and control of money laundering, terrorism financing, and financing of the proliferation of weapons of mass destruction, with the Manager being responsible for monitoring the transactions carried out by the participants, even if they have entered the Fund through a marketing entity or a House in the case of Closed Funds. (4)
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Investor Profile
Art. 12.- The Manager must have policies and procedures to determine the participant's risk profile, in order to categorize them correctly, which must be approved by its Board of Directors and reviewed at least every three years. For this, the Investment Fund Manager must inform clearly, timely, and accurately about the characteristics of the Fund and the investment policy, considering also the knowledge and experience of these regarding the values in which the Fund invests, the objective and preference of the participant's investments, and the risk that this wishes to assume. (2) The Manager in its policies and procedures will include within the participant's profile as a minimum the categories of conservative, moderate, and aggressive in accordance with what is established in the “Technical Standards for the Process and Registration of Buy and Sell Orders for Securities of Stockbrokerage Firms” (NDMC -01) and will be responsible for documenting and recording the result of the profile, the knowledge and acceptance of the same by the participant. (2) The Manager through the investor profile form will determine as a minimum the level of knowledge in financial matters, securities market, and other types of investments, as well as the financial situation, horizon, objective, and type of investments preferred and the risks that the participant is willing to assume. If the participant is considered an “institutional investor,” the determination of the risk profile referred to in this article will not apply, in accordance with what is established in the “Technical Standards for the Process and Registration of Buy and Sell Orders for Securities of Stockbrokerage Firms” (NDMC-01), approved by the Central Bank through its Norms Committee. (2)
Art. 12-A.- In the case that the participant requests the Manager to be part of a Fund whose risk characteristics associated with the Fund's investments and investment policy are not in accordance with their risk profile, the determined risk category must be documented and that the entity issued a warning of the main risks and characteristics of the investments in which the Fund will invest, for which the Manager will be responsible for having validation mechanisms, which evidence the acceptance and knowledge by the participant of the result of their risk profile, as well as the warnings that were issued to them. (2)
Art. 12-B.- In the case that a participant expressly requests that their profile not be performed or determined, the Manager must obtain a document from said participant, in which prior to joining the Fund, they indicate the following: (2) a) That they requested that the profile not be applied to them; (2) b) That they understand and accept the characteristics and risks of the Fund in which they will invest; (2) c) That they do not require the advice or recommendations of the Manager to invest in the Fund; and (2) d) Specification by the Manager to the participants of the characteristics of the investments that make up the Fund in which they wish to invest. (2)
Compliance of Marketing Entities
Art. 13.- In the case that the marketing of Funds is carried out through marketing entities, it will be the responsibility of the latter to carry out what is established in Articles 8, 9, 10, 12, 12-A, and 12-B of these Standards, provided that this is stated in the mandate contract celebrated for this effect between a Manager and a marketing entity, otherwise it will be the responsibility of the Manager. (2)
The compliance with the previous subsection will correspond to a House, when investors acquire shares of Closed Funds through the intermediation service provided by it.
Share Subscription Contract
Art. 14.- For the purposes of establishing the conditions that will govern the relationship between the participant and the Manager, a share subscription contract must be prepared for each Fund that it administers, for every investor who acquires shares of a Fund for the first time. The aforementioned contract must be signed by the Manager or the marketing entity on its behalf and the participant, which must contain as a minimum the following information:
a) Identification of the parties:
i. Name, address, age, profession or occupation, Tax Identification Number (TIN), identity document of the legal representative or of the person with sufficient legal capacity to appear on behalf of the Manager or of the marketing entity if applicable (it must refer to the Notarial Deed of Incorporation of the Manager, the current social pact, and the power of attorney granted to the person appearing to sign the contract); and
ii. Name, address, age, profession or occupation, identity document or social denomination of the participant, Tax Identification Number (TIN). When the investor is a legal person, it must refer to the Notarial Deed of Incorporation of the company, the current social pact, and the power of attorney granted to the person appearing to sign the contract.
b) Name of the Fund; c) Subscription amount and share value when applicable; d) Responsibility and obligations of the Manager with the participant; e) Indication that the incorporation of the participant into the Fund implies acceptance of the internal regulations, placement prospectus, and other rules governing its operation;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION, AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
f) Rights of the participant and information to be provided to them, indicating the means through which it will be provided and its frequency; g) Indication of the participant who will be the representative before the Manager, in the case of co-ownership; h) Obligation of the participant to inform of changes in address, correspondence address, email; i) Current commissions, including respective taxes when applicable, specifying the concepts of the commission, its method of calculation and payment; j) Maximum period for the payment of redemptions that represent significant amounts; k) In the event that annexes to the contract are established, it must declare that these are an integral part of the contract; l) Indication of the domicile to which the parties will submit in case of disputes; m) Beneficiaries; n) Signature of the participant; o) Signature of the person authorized by the Manager or by the commercializing entity to sign the contract; and p) Date and time.
The contract must include a clause indicating that the internal regulations and the offering prospectus contain the conditions that will govern the Manager in the administration of the Fund.
The Manager must have the contracts of all its Funds available in its offices and website. When a House is interested in acquiring for its clients shares of Closed Funds, it may withdraw the contract format from the offices or download it from the website and return it duly signed to the Manager on the day the operation is settled, adding copies of the investors' identification forms; the House must comply with what is established in article 16 of these Standards.
Quality of participant
Art. 15.- The quality of participant is acquired when:
a) The investor's contribution is credited to the Fund's account, in the case of Open Funds; b) The accounting transfers of the Shares that are represented by book entries are made, in the case of Closed Funds; c) The Shares are registered in the name of the beneficiaries in the register of participants, in the event of the death of the holder, applying what is provided in articles 10 and 11 of these Standards; and d) Judicial allocation, dation in payment or donation is carried out, in the case of Closed Funds.
When the contribution is made by check, it will be considered that the client acquires the quality of participant when the contribution is definitively applied to the Fund's bank accounts, that is, when the contribution is confirmed.
The quality of participant in an Open Fund is lost when it carries out the total redemption of its participation. In the case of Closed Funds, the quality of participant is lost when all the shares that it holds in the Fund are traded on an Exchange and the accounting transfers have been made in accordance with the Law on Electronic Book Entries of Securities.
Delivery of documents
Art. 16.- When an investor acquires shares of a Fund for the first time, the Manager or the commercializing entities must deliver a complete copy of the following documents: internal regulations and extract thereof; offering prospectus and extract thereof; share subscription contract, according to what is established in article 47 of the Fund Law. Likewise, it must have control mechanisms to evidence the delivery of these documents to the investor in order to facilitate the monitoring of compliance with this legal obligation.
Register of participants
Art. 17.- The register of participants must be kept through electronic systems, which allow to record the operations that have an effect on its content and to maintain permanent historical information regarding the operations registered in said register. The register of participants must contain as a minimum the fields established in the "Technical Standards for the Authorization of Constitution, Start of Operations, Registration and Management of Operations of Investment Fund Managers" (NDMC-02), approved by the Standards Committee of the Central Bank.
Art. 18.- The Manager, in accordance with what is regulated in article 49 of the Fund Law, may hire entities to keep the register of participants, provided they meet the following requirements:
a) Be domiciled in El Salvador; b) Have a financial capacity that meets the following:
i. Not present recurrent losses in the last three fiscal years according to audited figures, from the date on which the service is requested. In the case of an entity that does not meet the required time, it must present the available financial statements and have its social capital duly subscribed and paid; and
ii. Not present deficiencies in the required capital for entities according to the applicable Law.
c) Allow access to the register of participants information to the Superintendence; d) Provide the Manager with access to the information of each of its participants; e) Have an information system for the register of participants that meets the following:
i. Allow an effective and precise segregation of the identification of participants;
ii. Possess computer security controls, which guarantee the availability, integrity of the information, including the use of unique and individual users and access codes;
iii. Allow the automatic generation of the transaction history carried out by participants;
iv. Have periodic mechanisms for backup and recovery of information in case of fortuitous events or force majeure;
v. Have information security policies, as well as business continuity and contingency plans that allow ensuring the capacity and continuity of the systems;
vi. Include an audit log that allows identifying the modifications made to the participants' records; and
vii. Allow the generation and printing of reports and export of information to files in spreadsheet and PDF formats.
For the case of members of the financial system that, according to their creation laws, require approval to provide this service, they must previously have the corresponding authorization.
The Manager will send the participants' information online or in batches, through an automated system that guarantees the security, integrity, confidentiality and availability of information, for the purpose that the entity hired to keep the register of participants receives and processes the information of said participants.
For the purposes of these Standards, an automated system will be understood as the set of hardware, software and telecommunications components, which interrelate data and resources that allow transferring, entering, validating, storing, processing and distributing information.
Art. 19.- The Superintendence will verify compliance with the requirements established in the previous article and proceed to authorize the Manager to hire the register of participants service, observing for such purposes what is established in article 30 of the Fund Law.
In the event that the Manager decides to replace the company that provides it with the register of participants service, it must previously request authorization from the Superintendence.
Internal Control in the administration of the Fund Art. 20.- The Manager, with respect to the administration of Funds, must define internal control policies and procedures in which it contemplates at least the following aspects:
a) Administer separately the Funds it offers to participants. In each Fund, the bank accounts used and the cash movements thereof must be specified. The balances of the bank accounts must reflect at the end of the day the balance corresponding to each of the Funds and their bank movements will correspond exclusively to the operations of the Fund and its participants; b) Reconcile daily in each of the administered Funds the balances of securities and the associated money, considering for such purposes their internal records and external sources; c) Administer the Funds in accordance with what is established in the internal regulations and offering prospectus; d) Establish within its procedures the controls that document the receipt of the account statements that it must send monthly to each participant physically or electronically according to the request made by the participant; e) Establish controls for the identification of contributions and of the participants who make deposits in the bank accounts of each Fund; f) Register the operations of the Fund, in accordance with what is provided in the accounting manual according to the technical standards approved by the Central Bank; g) Comply with the internal control procedures approved by its Board of Directors with respect to the administration of the Fund, especially regarding risk management, investments, cash, marketing, calculation of the share value, conversion of contributions and redemptions; h) Have a file for each participant, which contains: identification form with investor information, copy of investor information documentation, share subscription contract, investor profile, signature registration form with the names and signatures of the persons authorized to issue instructions on behalf of the participant; i) Disclose on its website the current share value, the commissions and expenses of the Fund expressed in terms of percentages or amounts, detailing the basis for their determination; j) Disclose any material fact or information regarding the Funds it administers in accordance with what is established in the Fund Law and the technical standards for such purposes approved by the Central Bank; k) Adopt policies, mechanisms and control measures to comply with the obligations established in the legal and regulatory framework regarding the prevention, detection and control of money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction; and (4) l) Deliver to participants documents that prove the contributions or redemptions made.
Art. 21.- Until the minimum net asset value and number of participants established in articles 51 and 61 of the Fund Law are reached, the limits defined in the internal regulations regarding the investment policy will not apply, so the cash contributions received as subscription of shares must be deposited in banks domiciled in El Salvador or invested in high liquidity and low risk securities, according to the criteria established in the standards related to Fund Investments that the Central Bank issues on this matter.
During the share subscription period, while the minimum net asset value and number of participants are not reached, the Manager must update the value of the shares daily, except in the case of a Closed Fund according to what is established in article 64 of the Fund Law. Nevertheless, the Manager must value daily the investments in which it has invested the received resources, according to the criteria established in the technical standards related to the valuation of investments that the Central Bank issues on this matter.
The Manager, within a period of thirty business days from the moment it reaches the minimum net asset value and number of participants of the Fund, must comply with the investment and diversification policy when applicable, in accordance with what is established in the Fund Law and what is defined in the internal regulations.
Art. 22.- The Manager must communicate in writing to the Superintendence no later than the next business day after the date on which its Fund reaches the minimum net asset value and the number of participants required by the Fund Law.
Commissions and expenses
Art. 23.- The payment of commissions for subscription and redemption of shares will be borne by the participant, when applicable, and the payment of the administration commission will be charged to the Fund.
The commissions must be described and detailed in the internal regulations and in the offering prospectus, must be expressed in terms of percentage or amounts and include VAT when applicable.
When the Manager establishes expenses charged to the Fund, these must be clearly segregated and detailed in the internal regulations and in the offering prospectus, specifying the different concepts that compose them, which must be directly related to the management of the Fund.
Additionally, in the event that the Manager establishes charges to the Fund in concepts of expenses or administration commission, as well as the collection of commissions charged to the participant, during the period in which the Fund's minimum net asset value and number of participants are being formed, in accordance with what is established in article 21 of these Standards, the Manager must highlight in the internal regulations, in the offering prospectus and on its website, the detail of such expenses as well as the percentage or amount of the commission that will be applied to the Fund and to the participant for the purpose that the same knows in a timely manner the charges that will be made in that period.
In the commissions and expenses, the following must be considered:
a) The criteria that will serve as the basis for the determination of commission charges, their method of calculation and the application of other expenses; b) The periodicity and detail of the collection of commissions and expenses; and c) The structure of commissions that will apply to participants for subscription and redemption of shares and for the existence of different classes of participation shares in the same Fund, when applicable.
The Manager may not charge commissions higher than those established in the internal regulations and in the offering prospectus of a Fund, so the initial commission percentage and any modification thereof must be made public in accordance with what is established in the Fund Law and the technical standards regarding disclosure and publication issued by the Central Bank.
CHAPTER III
AUTHORIZATION AND REGISTRATION OF OPEN FUNDS
Application for Fund Registration and Authorization of Documents Art. 24.- For the authorization of entry in the Register of Open Funds, the legal representative or attorney-in-fact of the Manager must present to the Superintendence a request, accompanied by the following documentation:
a) Certification of the agreement of the Board of Directors of the Manager in which the constitution of the Fund was agreed, as well as the approval of the internal regulations and the offering prospectus; b) Internal regulations, which must include the minimum content defined in Annex No. 1 of these Standards; c) Offering prospectus of participation shares, which must include the minimum content defined in Annex No. 2 of these Standards; d) Model of share subscription contract between the Manager and the participant; e) Project of the documents related to the constitution of the Fund's guarantee according to its nature; f) Certification of the agreement of the Board of Directors of the Manager in which the entity that will be the representative of the beneficiaries of the guarantee is designated; g) Acceptance of the entity as representative of the beneficiaries of the guarantee; h) Method of valuation of investments in securities, in accordance with what is established in article 102 of the Fund Law; i) Manual of procedures and policies for the handling of operations carried out in the administration of Funds, responsible personnel who will intervene in said procedures, including flowcharts that describe the Fund management process in which the activities, departments, the hierarchical levels involved in them and the model forms that will be used in the administration of the Funds are identified, such as: signature registration, customer identification forms, account statements, daily availability control, requests for contributions and redemptions, among others; j) Name of the person(s) designated as investment manager(s), and in the event that it is available, the date of authorization of the registry entry by the Superintendence must be specified; k) Projections of income and expense flows for the first year of the Fund; l) Accounting system of the Fund that will be used by the Manager and the description of the computer platform on which it has been developed, description of its information systems, description of information backups, security and controls in the systems. The accounting systems must be presented in accordance with the technical standards issued by the Central Bank on this matter; and m) Other documentation and information that is necessary to present due to the nature of the Fund.
In the request, the place to receive notifications and the designation of the persons commissioned for such effect must be established.
Model of share subscription contract
Art. 25.- For the authorization of the share subscription contract model, what is regulated in article 22 of the Consumer Protection Law and what is established in the Regulation of the Consumer Protection Law regarding the adhesion contract will be observed. The subscription contract model must include as a minimum what is established in article 14 of these Standards.
Extract of internal regulations and offering prospectus Art. 26.- The Manager must prepare an extract of the internal regulations and of the offering prospectus, which will form part of the internal regulations and the offering prospectus respectively. These extracts will contain in summary form the information detailed in item 5) of Annex No. 1 and item 6) of Annex No. 2 of these Standards.
Authorization procedure in the Register
Art. 27.- Upon receipt of the request for authorization of entry in the corresponding Register with the complete information detailed in article 24 of these Standards, the Superintendence will proceed to verify compliance with the requirements defined by the Fund Law and these Standards, having a period of up to thirty business days to authorize the Internal Regulations of the Fund and the offering prospectus of participation shares. (2)
If the request is not accompanied by the complete information detailed in article 24 of these Standards, the Superintendence may require the Manager to present the missing documents within a period of ten business days counted from the day following the notification. This period may be extended at the request of the Manager when there are reasons justifying it. (2)
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
In the same warning, the Superintendency will indicate to the Manager that if the information is not completed within the aforementioned deadline, it will proceed without further procedure to archive the application, reserving its right to file a new application. (2)
If, after analyzing the documentation presented in accordance with Article 24 of these Standards, the Superintendency has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited, the Manager will have a maximum deadline of ten business days counted from the day following the notification, to resolve the observations or present the additional information required by the Superintendency. (2)
The Superintendency may, through a reasoned resolution, extend by up to ten additional business days, the deadline indicated in the previous paragraph, when the nature of the observations or deficiencies noted so requires. (2)
Extension Deadline (2)
Art. 27-A.- The Manager may submit to the Superintendency, before the expiration of the deadline, a request for extension of the deadline indicated in the fourth paragraph of Article 27 of these Standards, stating the grounds for the request and proposing, if applicable, the relevant proof. (2)
The extension deadline may not exceed ten business days and will begin from the next business day following the expiration date of the original deadline. (2)
Suspension of Deadline (2)
Art. 27-B.- The thirty-day deadline indicated in Article 27 of these Standards will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fourth paragraphs of Article 27 of these Standards, until the Manager resolves the observations noted by the Superintendency. (2)
Once the documents are presented in due form, the Superintendency will proceed to respond to the application for authorization of the Fund's Registration. (2)
Submission of Documents to the Superintendency Art. 28.- In the event that the agreement by the Superintendency is favorable, the Manager, within a maximum deadline of fifteen business days from the communication of said agreement, must make the payment of registration fees and send the definitive documentation detailed below:
a) Internal regulations of the Fund, signed by the person authorized to do so, including all annexes referenced therein; b) Offering prospectus, signed by the person authorized to do so, including
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
all annexes referenced therein; c) Documentation proving the constitution of the guarantee required in Article 22 of the Fund Law; and d) Subscription contract for shares duly deposited with the Superintendency.
Upon receipt by the Superintendency of the documentation and verifying that it conforms to that authorized by the Superintendency, it will proceed to issue the registration entry of the Fund within a maximum deadline of five business days from the date the definitive documents are presented and communicate it to the Manager within a maximum deadline of three business days from the date the registration entry was issued.
Modification of Registration Entry
Art. 29.- When the Manager intends to modify the internal regulations, the offering prospectus, or the model subscription contract, it must submit to the Superintendency a request for authorization of modification to said documents, attaching for these purposes the following documentation:
a) Certification of the agreement authorizing the modification, issued by the corresponding authority; b) Detail of the proposed modifications, including the justification for them, as well as supporting documentation when applicable; c) Drafts of documents that require authorization by the Superintendency in which the requested modification proposals will be incorporated; and d) Model of publication and communication that will be sent to participants, specifying the content of each of the modifications made, indicating the deadline in which the participant will have the right to redeem their shares without commission charges, when applicable, the provisions of Article 45 of these Standards.
The Superintendency will have a deadline of thirty business days, counted from the date of presentation of the complete information by the Manager, to evaluate the submitted request and will warn the Manager only once to resolve the deficiencies found or to present documents that complement or expand the information required in this article, thereby interrupting the aforementioned deadline.
Disclosure of Modifications
Art. 30.- After authorization by the Superintendency, the Manager will proceed to disclose through its website the modifications related to the documents detailed in Article 29 of these Standards.
Notwithstanding the provisions of the previous paragraph, in the event that the modifications authorized by the Superintendency correspond to the name of the Fund, investment policies, periodicity of conversion of contributions and share redemptions, increases in commissions received by the Manager, additional expenses charged to the Fund, change of control of the Manager, merger or transfer of the Fund, the Manager must communicate said modifications to the public by means of a prominent notice published in the newspaper indicated in the internal regulations of the Fund, for which purposes the Manager must comply with the time and procedure relative to the communication of direct information to participants established for these purposes in Article 56 of the Fund Law and the technical standards issued by the Central Bank, in all cases, the modifications will take effect fifteen days after the publication carried out by the Manager.
The Manager must send a copy of the publication to the Superintendency no later than three business days after it was made.
Archiving of Proceedings Initiated by Registration Request Art. 31.- The Superintendency will proceed without further procedure to archive the proceedings initiated in the registration procedure detailed in these Standards, when the following situations arise:
a) The Manager has not resolved the observations or has not presented the required information, in accordance with Articles 24, 27 and 29 of these Standards; b) The Superintendency revokes the authorization for failure to present the information required in Article 28 of these Standards; and c) The Manager submits a letter to the Superintendency, informing the desire to withdraw the application, at any time.
In all cases, the interested parties will maintain their right to file a new application with the Superintendency, which will give rise to a new procedure.
CHAPTER IV
OPERATION OF OPEN FUNDS
Fund Assets
Art. 32.- Open Funds must reach the minimum assets and number of participants referred to in Article 51 of the Fund Law within a period of one hundred and eighty days counted from the date the Fund was registered in the Registry and must permanently comply with said requirements.
In the event that the Fund does not reach the minimum assets and number of participants required within the aforementioned deadline or fails to comply with said requirements at any time, the Manager must communicate this to the Superintendency on the next business day, which may grant a deadline for compliance.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
When the Manager does not resolve the non-compliance indicated in the previous paragraph, it must communicate this to the Superintendency within two business days following the expiration of the granted deadline, proceeding to liquidate the Fund in accordance with what is established in Article 103 of the Fund Law.
Classes of Shares
Art. 33.- An Open Fund may have different classes of participation shares, which differ from each other by the commissions and expenses applicable to them and not by the investments of the Fund, in accordance with what is established in Article 3 of the Fund Law, so the Manager must clearly detail in its internal regulations the different classes of shares, if any.
Placement
Art. 34.- The placement of shares will be carried out directly by the Manager or through a commercializing entity. The Manager must ensure that its personnel as well as the personnel of the entities performing the marketing function are properly trained, in addition, the Manager will ensure that the commercializing entity meets the adequate human and technological resources requirements to provide the service for which it was contracted.
Contributions
Art. 35.- Participants of an Open Fund may only make their contributions in money, which will be expressed through participation shares of the Fund. Contributions must be made by the participant by means of check, account deposit or electronic transfer to the bank account of the respective Fund.
Share Redemptions
Art. 36.- Participants will have the right at any time to request from the Manager the total or partial redemption of their shares against the assets of the Fund, in accordance with what is established in the internal regulations of each of the Funds.
In the internal regulations and in the offering prospectus, the Manager must specify the manner in which the value to be applied for the purposes of converting contributions into Fund shares and for the liquidation of redemptions will be determined. Said value will be in accordance with the date and time of presentation of the request, considering the cut-off hour in accordance with what is established in Article 37 of these Standards. For these purposes, the Manager must calculate the share value and make it public daily through its website.
Cut-off Hour
Art. 37.- For the purposes of participants making contributions and share redemptions, the Manager must indicate in the internal regulations and in the offering prospectus a cut-off hour, which serves to establish the limit of the validity of the share value that will be considered to determine the amount of the operation, clarifying that requests received after the indicated cut-off hour will be processed as if they had been received on the next business day, additionally it must establish in the offering prospectus examples of the share to apply in relation to the cut-off hour.
The criterion for assigning the share value for contributions and redemptions that the Manager will use will be in accordance with what is established in the technical standards relative to valuation that the Central Bank issues regarding this matter.
Validity of Share Value
Art. 38.- The validity of the share value will be 24 hours based on the cut-off hour, in accordance with what is established in Article 37 of these Standards and the value of the Fund's share will be determined after the operational closing of each day in accordance with what is established in the technical standards relative to valuation that the Central Bank issues regarding this matter.
Requests for Contributions and Redemptions
Art. 39.- For contribution or redemption operations, participants must submit a request to the Manager for their execution. The Manager will ensure that the requests received by physical or electronic means are completed with the required data, in any case, the request presented in physical form must be signed by the participant or the person authorized by them, the Manager must specify in the internal regulations, the different verifiable means of communication through which participants can request their contributions and redemptions.
In the case of requests sent by a means other than the form signed by the participant, the Manager must have supporting documentation of the participant's acceptance of the use of said means. This means must meet the following conditions:
a) That it guarantees the timeliness, integrity, confidentiality, consistency and security of the transmitted information; b) That it allows controlling the chronological reception of requests for their entry and attention in the corresponding computer system; c) That the means used allows sending to the participant the confirmation of the receipt of the request by the Manager or the commercializing entity automatically, when applicable by the nature of the mechanism used; and d) That it allows having controls and mechanisms related to:
i. The reliable identification of the participant or the person sending the request, corroborating the relevant documents and legal powers;
ii. The conservation, backup, safeguarding and consultation of all those instructions that have been issued by its participants without any editing and in their entirety;
iii. The easy location and identification at any time of the instructions of the requests sent by the participants.
In all cases, in the requests issued by the participants, their name, the name of the Fund, the participant's identification code, the type of operation, as well as all the necessary fields required to be entered in the system referred to in Article 41 of these Standards must appear. Art. 40.- Requests must be entered by the Manager into the respective computer system. Once the contribution or redemption has been executed, a receipt of the operation performed will be delivered to the participant, which must specify as a minimum, the date and time of the participant's instruction, the fund in which they invest or from which they redeem, the amount invested or redeemed, the value and number of shares assigned or redeemed, the amount and percentage of commissions when applicable as defined in the internal regulations.
Computer System for the Registration of Contributions and Redemptions Art. 41.- The Manager must have a computer system through which it controls and registers requests for contributions and share redemptions, automatically assigning a consecutive number for each of the requests received. In said system, requests received directly from participants or through their agents must be entered and registered immediately and in chronological order.
The fields of the automated system for the registration of contributions and redemptions referred to in the "Technical Standards for the Authorization of Constitution, Start of Operations, Registration and Management of Operations of Investment Fund Managers" (NDMC-02), approved by the Standards Committee of the Central Bank, are developed below:
a) Consecutive number: number assigned in a consecutive and automatic manner by the system according to the chronological reception of operations; b) Date and time: specification of the date and time in which the request for placement or redemption of participation shares is entered. In the event that the operation was carried out through a commercializing entity, the date and time of each request will correspond to the moment that said request is received by the referred entity; c) Fund: name of the Fund from which the participation shares are being marketed; d) Participant's name: identification of the natural or legal person, in whose name the contribution or redemption of participation shares will be made; e) Participant's identification code: code assigned according to the Manager's internal controls;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
f) Type of operation: specification of whether the operation is a placement or a redemption of participation shares; g) Status of the request: paid or pending payment, specifying the reasons why it is in process if applicable; h) Manner in which the contribution or redemption payment was made: electronic transfer, account deposit or check; i) Date and time of the application of the contribution or redemption operation; j) Currency type: identification of the currency type of the transaction; k) Amount: specification of the total amount of the operation; l) Value and number of shares: indicate the value and the number of shares that represents the investment; m) Name of the commercializing entity, if applicable; n) Marketing agent: identification of the agent performing the marketing function, indicating its name and authorization code assigned by the Superintendency; o) Commissions to be charged including respective taxes if applicable; and p) Observations: detail of the situations that arise in the reception of the contribution and redemption requests requested by the participant when applicable. Art. 42.- When the internal regulations and the mandate contract so provide, commercializing entities may receive requests for contributions and share redemptions and deliver redemption payments to participants in accordance with what is established in the technical standards relative to the marketing of Open Funds that the Central Bank issues regarding this matter.
Payment of Redemptions
Art. 43.- The payment of redemptions must be made in accordance with the conditions and deadline established in the internal regulations of each Fund, seeking diligent and timely execution. Payment must be made by check, electronic transfer or deposit into a participant's account charged to the Fund and in extraordinary cases with values from the Fund's investment portfolio in accordance with what is established in Article 58 of the Fund Law.
The Manager must have procedures relative to the treatment, determination and payment for redemptions considered significant. The amount of redemption considered significant as well as the maximum deadline for payment must be incorporated into the internal regulations and in the share subscription contract, in accordance with what is established in Article 59 of the Fund Law.
The Manager may charge a commission for redemptions requested by the participant, provided that it is contemplated in its internal regulations, offering prospectus
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
and in the share subscription contract, in accordance with what is established in Article 23 of these Standards.
Suspension of Redemptions
Art. 44.- In extreme justified cases in accordance with what is established in Article 59 of the Fund Law, the Superintendency, ex officio or at the request of the Manager, may extend the payment deadlines for redemptions referred to in Article 43 of these Standards.
In all cases, any temporary suspension of the payment of redemptions or subscriptions of new shares, must be made known to the market at least through the Manager's website.
Redemptions due to Modifications
Art. 45.- As a consequence of making modifications to the characteristics of a Fund and because the conditions are different from those agreed upon at entry, the participant will have the right to redeem their shares without being charged redemption commissions, when the following situations arise:
a) Increase in the minimum investment amount or in the minimum amount of shares as applicable; b) Extension of the duration deadline of the Fund; c) Modification of the investment policy or its debt policy; d) Increase in commissions; e) Incorporation of expenses charged to the Fund, which were not previously detailed in the internal regulations of the Fund and in the offering prospectus; and f) Transfer or Merger between Funds or Managers.
The Manager must establish in the internal regulations a deadline from the communication of the modifications, for participants to request the share redemptions referred to in this article.
Once the redemption right executed by the participant has ended, the Manager must inform the Superintendency about the result, specifying the participants, the amount cancelled and the share value assigned to each of them.
CHAPTER V
AUTHORIZATION AND REGISTRATION OF CLOSED FUNDS
Request for Registration of the Fund and Authorization of Documents Art. 46.- For the authorization of registration in the Registry of Closed Funds, the legal representative or attorney-in-fact of the Manager must submit to the Superintendency a request accompanied by the following documentation:
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
a) Certification of the agreement of the Management Company's Board of Directors in which the constitution of the Fund was agreed upon, as well as the approval of the internal regulations and the offering prospectus; b) Draft deed of issuance of participation units; c) Internal regulations, which must include the minimum content defined in Annex No. 3 of these Standards; d) Offering prospectus for participation units, which must include the minimum content defined in Annex No. 4 of these Standards; e) Model of subscription contract for participation units between the Management Company and the participant; f) Draft of the documents related to the constitution of the Fund's guarantee, according to its nature; g) Certification of the agreement of the Management Company's Board of Directors in which the entity that will be the representative of the beneficiaries of the guarantee is designated; h) Acceptance of the entity as representative of the beneficiaries of the guarantee; i) Method for valuing investments in securities, according to what is established in article 102 of the Funds Law; j) Manual of procedures and policies for the handling of operations carried out in the administration of Funds, responsible personnel who will intervene in said procedures, including flowcharts that describe the Fund management process in which activities, departments, hierarchical levels involved in them and model forms that will be used in the administration of the Funds are identified, such as: signature registration, client identification forms, account statements, daily availability control, contribution and redemption requests, among others; k) Name of the person(s) designated as investment manager(s), and in the case that it exists, the date of authorization of the registry entry by the Superintendence must be specified; l) Projections of income and expense flows for the first year of the Fund; m) Accounting system of the Fund to be used by the Management Company and the description of the computer platform on which it has been developed, description of its information systems, description of information backups, security and controls in the systems. The accounting systems must be presented in accordance with the technical standards issued by the Central Bank on this matter; and n) Other documentation and information that is necessary to present due to the nature of the Fund.
In the application, the place to receive notifications and the designation of the persons commissioned for this effect must be established.
Model of subscription contract for participation units Art. 47.- For the authorization of the subscription contract model for units, the regulations in article 22 of the Consumer Protection Law and the Regulation of the Consumer Protection Law shall be observed. The subscription contract model must include as a minimum what is established in article 14 of these Standards.
Extract of internal regulations and offering prospectus Art. 48.- The Management Company must prepare an extract of the internal regulations and offering prospectus, which will form part of the internal regulations and offering prospectus respectively. These extracts will contain in summarized form the information detailed in item 5) of Annex No. 3 and item 6) of Annex No. 4 of these Standards.
Authorization procedure in the Registry
Art. 49.- Upon receipt of the application for authorization of registry entry in the corresponding Registry, with the complete information detailed in article 46 of these Standards, the Superintendence will proceed to verify compliance with the requirements defined by the Funds Law and these Standards, having a period of up to thirty business days to authorize the Fund's Internal Regulations, the offering prospectus for participation units and the draft deed of issuance of participation units. (2) If the application is not accompanied by the complete information detailed in article 46 of these Standards, the Superintendence may require the Management Company to present the missing documents within a period of ten business days counted from the day following the notification, a period that may be extended at the request of the Management Company when there are reasons justifying it. (2) The Superintendence in the same notice will indicate to the Management Company that if the information is not completed within the aforementioned period, it will proceed without further procedure to archive the application, leaving it free to present a new application. (2) If after the analysis of the documentation presented according to article 46 of these Standards, the Superintendence has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited, the Management Company will have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information required by the Superintendence. (2) The Superintendence may, through a reasoned resolution, extend by up to another ten business days, the period indicated in the previous clause, when the nature of the observations or deficiencies noted so requires. (2)
Extension period (2)
Art. 49-A.- The Management Company may present to the Superintendence, before the expiration of the period, an application for extension of the period indicated in the fourth clause of article 49 of these Standards, stating the grounds on which it is based and proposing, if applicable, the relevant proof. (2) The extension period may not exceed ten business days and will start from the next business day following the expiration date of the original period. (2) Suspension of the period (2) Art. 49-B.- The thirty-day period indicated in article 49 of these Standards, will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fourth clauses of article 49 of these Standards, until the Management Company resolves the observations noted by the Superintendence. (2) Once the documents are presented in due form, the Superintendence will proceed to respond to the application for authorization of the Fund's Registry. (2)
Submission of documents to the Superintendence Art. 50.- In the case that the agreement by the Superintendence is favorable, the Management Company, within a maximum period of thirty business days from the communication of said agreement, must make the payment of registry fees and send the definitive documentation detailed below:
a) Deed of issuance of units; b) Internal regulations of the Fund, signed by the person authorized to do so, including all annexes referenced therein; c) Offering prospectus, signed by the person authorized to do so, including all annexes referenced therein; d) Documentation proving the constitution of the guarantee required in article 22 of the Funds Law; and e) Subscription contract for units, duly deposited with the Superintendence. Upon receipt by the Superintendence of the documentation and verifying that it conforms to what was authorized by the Superintendence, it will proceed to issue the registry entry of the Fund within a maximum period of five business days from the date the definitive documents are presented and communicate it to the Management Company within a maximum period of three business days from the date the registry entry was issued. Art. 51.-Subsequent to the receipt of the registry entry, the Management Company will send to the Superintendence the certification of the point of the minutes of its Board of Directors, in which the appointment of the Surveillance Committee that will act provisionally prior to the placement of the units is recorded.
Modification of registry entry
Art. 52.-When the Management Company intends to modify the internal regulations, the offering prospectus, the model of subscription contract or the deed of issuance of units, it must present to the Superintendence the application for authorization of modification to said documents according to what is established in article 70 of the Funds Law, attaching for this purpose the following documentation:
a) Certified copy of the minutes of the extraordinary meeting of participants in which the approval of the modifications to the internal regulations was made; b) Certification of the agreement of authorization of modification, issued by the corresponding authority, for modifications to the subscription contract, offering prospectus and deed of issuance; c) Detail of the proposed modifications, including the justification for them, as well as the supporting documentation when applicable; d) Drafts of the documents that are required to be authorized by the Superintendence in which the proposed modifications requested will be incorporated; and (1) e) Model of publication and communication that they will send to the participants when applicable, in which the content of each of the modifications is specified, detailing the contact information designated by the Management Company to handle inquiries. (1) The Superintendence will have a maximum period of thirty business days, counted from the date of presentation of the complete information by the Management Company, to evaluate the application presented, notifying the Management Company to resolve the deficiencies found or to present documents that complement or expand the information required in this article, thereby interrupting the period indicated above.
Disclosure of modifications
Art. 53.-The modifications of the documents detailed above, will enter into force fifteen days after the authorization is notified by the Superintendence, the Management Company proceeding to disclose them through its website and inform the modifications directly to the participants, the Management Company having procedures that document the receipt of said notification according to what is established in article 70 of the Funds Law and the technical standards issued by the Central Bank.
Archiving of proceedings initiated by Registry Application Art. 54.- The Superintendence will proceed without further procedure to archive the proceedings initiated in the registration procedure detailed in these Standards, when the following situations occur:
a) The Management Company has not resolved the observations or has not presented the information required, according to articles 46, 49 and 52 of these Standards; b) The Superintendence revokes the favorable authorization for not having presented the information required in article 50 of these Standards; and c) The Management Company presents a letter to the Superintendence, informing the desire to withdraw the application, at any time. In all cases, the interested parties will maintain their right to present a new application to the Superintendence, which will give rise to a new procedure.
Communication of the placement of units
Art. 55.-For the purpose of placing the issuance of units, the Management Company must communicate in writing to the Superintendence the planned placement date, in a minimum period of three business days prior to the planned date for the placement of the issuance, attaching the copy of the agreement or resolution adopted by the competent authority of the Management Company on this matter.
CHAPTER VI
OPERATION OF CLOSED FUNDS
Fund's Net Worth
Art. 56.- Closed Funds must reach the minimum net worth and number of participants referred to in article 61 of the Funds Law within a period of six months counted from the date the Fund was registered in the Registry and must permanently comply with said requirements. In the case that its initial net worth is higher than the minimum required in the aforementioned Law, the Management Company will observe what is indicated in article 65 of the Funds Law. If the Fund does not reach the minimum net worth and number of participants required within the defined period or fails to comply with said requirements at any time, the Management Company must communicate this to the Superintendence on the next business day, who may grant a period for compliance. When the Management Company does not resolve the non-compliance indicated in the previous clause, it must communicate this to the Superintendence within two business days following the expiration of the granted period, proceeding to the liquidation of the Fund according to what is established in articles 61, 65, 66 and 103 of the Funds Law.
Placement
Art. 57.-The placement of units will be carried out directly by the Management Company or through a commercial entity, the Management Company being required to comply with what is established in article 64 in the Funds Law.
Subsequent issuances
Art. 58.- The extraordinary meeting of participants may agree on a capital increase through new issuances of units, for which the same legal requirements necessary for the inscription and registration of the first issuance must be observed in the pertinent parts, adding the certification of the corresponding agreement of the meeting of participants, in accordance with what is established in article 71 of the Funds Law. (3) For the authorization at the Superintendence of capital increases, the Management Company must observe the modification procedure established in article 52 of these Standards and article 72 of the Funds Law and must attach to the application, a copy of the two reports from independent evaluators that support the determination of the placement price.
In the case that the issuance results in failure, the Management Company will proceed according to what is established in articles 66 and 74 of the Funds Law.
Notice of placement of subsequent issuances
Art. 59.- The Management Company will publish the placement conditions of the subsequent issuances of a Fund, through a prominent notice in the newspaper indicated in the internal regulations, which must contain as a minimum the following information:
a) Name of the Fund; b) Name of the Management Company; c) Characteristics of the issuance such as: its amount, currency, term (detailing the maturity date of the issuance), placement price, number of units to be issued, method of updating the placement price during the subscription period; d) Risk classification of the Fund and the entity that issues it; e) Expiration date of the preferential subscription period; f) Period for receiving applications and placement, if applicable; g) Specify if the subscription will be carried out by the Management Company directly or through a House; h) Detail of the place and person designated to handle inquiries related to the capital increase of the Fund; and i) Other information that the Management Company considers important. From the publication of the placement notice, unit owners have the right to subscribe to them in accordance with the conditions and period established in article 73 of the Funds Law.
Distribution of benefits
Art. 60.- Closed Funds will distribute the net benefits received during the exercise, according to the policy established in the internal regulations and offering prospectus, clearly specifying its method of calculation, distribution periodicity, term, place and method of settling them, additionally it must include the medium in which the distribution will be informed and the method to exercise the right to receive them, for this purpose it will observe what is established in article 75 of the Funds Law.
Decrease in capital
Art. 61.-Closed Funds may carry out voluntary and partial decreases in their capital in the manner, conditions and periods indicated in the internal regulations. The decrease in the fund's capital can be carried out for the purposes indicated in article 76 of the Funds Law, the Management Company being required to publish a notice in the newspaper indicated in the internal regulations, disclose it on its website and inform the participants directly, the Management Company having procedures that document the receipt of said notification according to what is established in article 76 of the Funds Law and the technical standards issued by the Central Bank.
Value of the unit
Art. 62.- The value of the Fund's unit will be determined after the operational closing of each day, according to what is established in the technical standards relative to valuation that the Central Bank issues on this matter.
Surveillance Committee
Art. 63.-The agreements of the Surveillance Committee must be recorded in minutes and must include the detail to understand the grounds for the agreements taken, implementing a sequential numbering system for meeting minutes and including as a minimum the following aspects:
a) Place, date and time of the session; b) Agenda of the session; c) Information supporting the sessions; d) Matters discussed; e) Voting results; f) Agreements taken, as well as observations or incidents that occurred; and g) Name and signature of the attendees. The Surveillance Committee must perform its functions with diligence, loyalty and impartiality and act exclusively in the best interest of the Fund's participants, complying with what is established in articles 77 and 78 of the Funds Law.
Participants' Assemblies
Art. 64.- The Management Company will keep a minute book of the participants' assembly, in which the agreements taken in the respective sessions are recorded. The book must be duly legalized by a public accountant or an external auditor, comply with the content established in article 63 of these Standards and include the following aspects:
a) Name of the person presiding over the assembly; b) Number of voters and units they represent; and c) Other information that needs to be incorporated.
Likewise, the attendance sheet of the participants to the assembly must be attached, as well as indicating the dates on which the calls were made. In the case of the minute book of the participants' assembly, the names and signatures of the attendees, what is established in article 79 of the Funds Law will be observed.
CHAPTER VII
GRANTING OF GUARANTEES
On the guarantee
Art. 65.- The Management Company must comply prior to the registration of a Fund, with the constitution of guarantee according to what is established in article 22 of the Funds Law, which must be updated over time and in accordance with the parameters established in the aforementioned article. The guarantee must be constituted with the Management Company's own resources, which may be in cash, bond or pledge on securities. The Management Company must establish the events or causes that will be covered by the guarantee and include them in the documents related to the constitution of the Fund's guarantee, according to its nature. (2)
Cash
Art. 66.- When it concerns cash, the Management Company must deliver it for custody to the representative of the beneficiaries of the guarantee and this must keep it in deposit in a bank regulated by the Banks Law or by the Cooperative Banks and Savings and Credit Societies Law, provided that it is not part of the financial conglomerate to which the Management Company belongs. The representative will have the obligation to keep the money received clearly identified in its accounting and reveal that it corresponds to the amount received as guarantee of the fund in question and that it is exclusively for use to guarantee the fulfillment of the Management Company's obligations and the events or causes covered by the guarantee. In any case, the bank account used must be a restricted account that identifies the name of the Fund to which the guarantee corresponds, with authorized signature only by the representative of the beneficiaries.
Bond
Art. 67.-The bond must be issued by a company domiciled in El Salvador, which must have a local risk classification that is not lower than EAA-.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Pledge on Securities
Art. 68.- The securities granted as a pledge for the constitution of the guarantee must be deposited with the Depositary in the name of the representative of the beneficiaries of the guarantee and must meet the high liquidity and low risk criteria established in the technical standards related to the investments of the Funds that the Central Bank issues on this matter. Securities that are not represented by book entries must be endorsed in favor of the representative of the beneficiaries of the guarantee and registered in the respective issuer's book in favor of the guarantee representative, where applicable. For the amount of the guarantee, the market value of the securities constituting it will be considered in accordance with the investment valuation policy of the Manager. In the event that the amount of the guarantee decreases due to market price fluctuations below what is required by the Funds Law or does not meet the high liquidity and low risk characteristics that have been required, the Manager will proceed to make a complement or substitution of the same on the next business day after identifying it.
Update of Guarantees
Art. 69.- The Manager will be responsible for complying at all times with the amount of the guarantee and for carrying out at least monthly the update of the same on the last business day of the month.
The Manager will be responsible for carrying out at least monthly the update of the guarantee on the last business day of the month, having to cover the deficiency no later than the next business day when it determines that the amount of the guarantee resulted lower than the amount of the parameters detailed in letters a) and b) of article 22 of the Funds Law or is required by the Superintendency as established in said article.
Execution of Guarantees
Art. 70.- When the guarantee of a Fund is executed, the amount obtained will be distributed pro rata among the affected participants, considering the percentage that the number of shares of each participant represents in relation to the equity held on the date on which the event or cause that originated the request for the execution of the guarantee was presented. Additionally, the Manager must have a procedure for the distribution of the guarantee, which must include among other aspects: identification and notification of participants, method of calculation for its distribution, method of making the payment, controls on the delivery of the payment to the participants.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Representatives of Beneficiaries of the Guarantee Art. 71.- The designation of the representative of beneficiaries of the guarantee will be the responsibility of the Manager in accordance with article 23 of the Funds Law and additionally to the functions established in said article, the representative of the beneficiaries will control the expiration date of the guarantees that are under their custody, for this purpose they must inform the Manager about the upcoming expirations of the guarantees with thirty business days prior to the expiration date of the same.
Submission of Information to the Superintendency Art. 72.- The Manager must inform the Superintendency on the next business day after having made any modification to the guarantee, whether in its amount or in its form of constitution, attaching the corresponding documents.
CHAPTER VIII
OTHER PROVISIONS AND VALIDITY
Time for Keeping Information
Art. 73.- The record of transactions carried out by the participants and the minutes books must be preserved in accordance with the term established in the Special Law for the Prevention, Control and Sanction of Money Laundering, Terrorism Financing and Financing of the Proliferation of Weapons of Mass Destruction and the Commercial Code respectively. (4)
Sanctions
Art. 74.- 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.
Unforeseen Aspects
Art. 75.- The aspects not provided for in regulatory matters in these Standards will be resolved by the Standards Committee of the Central Bank.
Validity
Art. 76.- These Standards will enter into force from the eleventh of April two thousand sixteen.
MODIFICATIONS:
(1) Modification approved based on the generic procedure agreed by the Standards Committee of the Central Reserve Bank in Session CN-01/2016, of February 24, 2016.
Validity of modification from September 05 two thousand seventeen.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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(2) Modifications to articles 12, 13, 27, 49, 65 and annexes No.1 and No. 3 in numeral 6 letter f) and incorporation of articles 12-A, 12-B, 27-A, 27-B, 49-A AND 49-B, approved by the Central Bank through its Standards Committee, in Session CN-13/2020, of August 19, 2020, with validity from September 07 two thousand twenty. (3) Modification to article 58, approved by the Central Bank through its Standards Committee, in Session CN-02/2024, of February 21, 2024, with validity from February 22 two thousand twenty-four. (4) Modifications to Consideration IX, and to articles 11, 20 and 73, approved by the Central Bank through its Standards Committee, in Session CN-03/2026, of March 19 two thousand twenty-six, with validity from April 06 two thousand twenty-six.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
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TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Validity: 11/04/2016
Annex No. 1
CONTENT OF THE INTERNAL REGULATIONS OF OPEN FUNDS The internal regulation of each Open Fund must contain at least the following:
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Annex No. 1
f) Rules for the subscription and redemption of participation shares, deadlines for the payment of redemptions, specifying that which corresponds to those redemptions that represent significant amounts of the total of its equity; g) Form and periodicity of conversion of contributions and redemptions of participation shares, specifying the cut-off time for each of these operations and the value of the share to be used for the conversion of the same; h) Obligations and rights of the participants in the Fund; i) Information that will be delivered to the participants; and j) Other information that the Manager considers important.
6) General Aspects of the Fund:
a) Expression "Open Investment Fund", followed by a name or denomination that individualizes it from any other Fund authorized by the Superintendency; b) Type of Fund: Classification of the Fund based on its investment policy; c) Type of investor to whom the Fund is directed; d) Minimum subscription amount or number of shares in the Fund when applicable; e) Definition of the classes of participation shares, specifying the differences between them (if they have been defined); f) Guarantee: Specify the guarantee constituted by the Manager based on the equity of the Fund, in accordance with article 22 of the Funds Law; (2) g) Commissions to be charged by the Manager, indicating their periodicity, the basis for the determination of their calculation and if they are charged to the Fund or to the investor, must be expressed as percentages or amounts; h) Expenses that will be charged to the Fund, clearly detailing their concepts and will be expressed as percentages or amounts; i) Applicable tax regime for the Fund and the participants; and j) Specify the place or places where the documents related to the Fund will be available to the participants.
7) General Aspects of the Manager:
a) Name, address and business group or financial conglomerate to which the Manager belongs, as well as the data of its authorization in the Register; and b) Specify the body authorized to agree on the modification of the internal regulation.
8) Subscription and redemption of participation shares:
a) Rules for the subscription and redemption of participation shares in which the procedure to carry out said operations is specified; b) Forms in which the participant can make the payment of the subscription of participation shares; c) Contribution and redemption system, form and periodicity of conversion of contributions and redemptions of participation shares; specifying the cut-off time for each of these operations and the value of the share to be used for the conversion of the same;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Annex No. 1
d) Name and address of the entity that will market the shares, specifying if said entity will be authorized to receive redemption requests for shares and deliver the payment to the participants, specifying the applicable procedures for said purposes; e) Maximum percentages of participation of the participants in the Fund; f) Payment of redemptions: establish the form, conditions and deadlines in which the payment of the redemptions will be made, specifying the deadline that corresponds to those redemptions that represent significant amounts of the total equity of the Fund. Additionally, the procedure for the payment of redemptions carried out extraordinarily with securities must be included; g) Significant amount of redemptions in daily terms as a fixed amount or as a percentage of the equity of the Fund; and h) Specify the cases and conditions in which the Manager is obliged to effect the payment of the redemption of shares exempt from the charging of commission.
9) Value of the initial share and procedure for its calculation:
a) Initial value of the participation share; and b) Procedure for the calculation of the value of the share.
10) Investment Policy, liquidity and indebtedness:
a) Investment policy of the resources and of the diversification of the investments, which will specify the characteristics of the assets in which the fund will invest, describing the types, terms and investment limits, detailing when applicable, the risk classification of the assets in which the Fund will invest, as well as the hedging policies, if applicable. Additionally, it must detail the treatment of investment excesses; b) Liquidity policy of the Fund's assets, for the purpose of having the necessary resources to carry out the operations of the Fund, the payment of the redemption of participation shares; and c) Indebtedness policies in relation to the equity of the Fund.
11) Other management policies adopted:
a) Policies on the operations of the Fund with related persons, the management of conflicts of interest and assignment of operations when managing different Funds; and b) Policies, measures and procedures whose object is the adequate solution of conflicts of interest between the Fund and its Manager, such as: investments and operations with related persons, operations between Funds and operations between the Fund and its Manager.
12) Controls and procedures:
a) Procedures, deadlines and other rules for the attention by the Manager to participants regarding: inquiries made, attention and resolution of complaints, claims. The means of receipt of the same, address of the office, telephone, email in which the participant can make inquiries, complaints and claims must be specified; b) Procedure to solve differences or conflicts between the participants, or between them and the Manager;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Validity: 11/04/2016
Annex No. 1
c) The procedures to carry out the modification of the internal regulation; and d) Administration and liquidation rules of the Fund, contemplating the maximum percentage of fees regarding the assets of the Fund that would correspond to the liquidator.
13) Custody system: Detail the custody system for the securities that make up its assets.
14) External auditor, fiscal and risk classification of the Fund:
a) Criteria for selection and renewal of the external auditor and fiscal if applicable; and b) Indication that the Fund has a risk classification, specifying the name of the risk rating agency.
15) Rights, obligations and communications for participants:
a) Specify the rights and obligation of the participant: Rights in the Fund, mandatory information that will be delivered to the participants in addition to that established in the Funds Law and the obligation of the participant to keep the Manager informed about possible changes of address, among others; b) Mechanisms to inform participants about relevant events that affect their investment; c) Name of the printed or electronic newspaper of national circulation in which the publications required by the Funds Law will be made; and d) Website of the Manager.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
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TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Annex No. 2
OFFERING PROSPECTUS FOR PARTICIPATION SHARES OF OPEN FUNDS The offering prospectus for participation shares for Open Funds must contain, in the cases that apply according to the type of Fund, at least the following information:
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Validity: 11/04/2016
Annex No. 2
e) Description of commissions and expenses; f) Maximum percentage of participation of the participants in the Fund; g) Procedure for subscription and redemptions of shares; h) Periodicity of conversion of contributions and redemptions of participation shares; i) Form of payment of the subscription of participation shares; j) Risks to which the Fund is exposed; k) Information to be delivered and sent to the participants; and l) Other information that the Manager considers important.
7) Authorizations of the Fund:
a) Date and session of the competent authority of the Manager that authorized the internal regulation of the Fund; and b) Date and session of authorization of the registry entry of the Fund in the Superintendency.
8) Characteristics of the Fund, which must contain at least:
a) Name of the Manager and of the Fund; b) Type of Fund: Classification of the Fund based on its investment policy; c) Type of investor to whom the Fund is directed, which must consider aspects such as investment horizon, risk tolerance, prior knowledge and experience in the securities market; d) Definition of the classes of participation shares, specifying the differences in them (if they have been defined); e) Initial value of the participation share; f) Currency in which the value of the participation share will be expressed; g) Guarantees: Specify that the Manager has constituted a guarantee for the Fund, establishing the events or causes covered by it. Additionally, the name of the entity designated as representative of the beneficiaries must be provided; h) Form of payment of the subscription of participation shares; i) Description of the investment and diversification policy of the Fund's investments, detailing the types of assets in which they will invest, limits treatment of investment excess and other background that allows knowing the risks and potential returns of the Fund; j) Description of the indebtedness policy of the Fund; k) Modifications to the characteristics of the fund; l) Custody and deposit: Detail the name of the entity or entities in which the securities that will be acquired with resources of the Funds will be deposited; m) Risk classification of the Fund; name of the risk rating agency, the meaning of the assigned classification and the reference date of the classification report; and n) Procedure to be followed in case of legal action against the Fund.
9) Subscription, contributions and redemption of participation shares:
a) Contribution and redemption system, form and periodicity of conversion of contributions and redemptions of participation shares, the value of the share to be used for the conversion of the same; b) Procedure for the subscription and redemption of participation shares, considering the aspects established in articles 36 and 37 of these Standards;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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Validity: 11/04/2016
Annex No. 2
c) Timeframe for the payment of redemptions, specifying the one applicable to those redemptions that represent significant amounts of the Fund's total equity; d) Entity that will market the quotas, specifying whether said entity will be authorized to receive redemption requests for quotas and deliver payment to the participants, specifying the applicable procedures for such effects; e) Minimum subscription amount or number of quotas in the Fund when applicable; and f) Maximum percentage of participation of the participants in the Fund.
Manager Information:
a) Name, Tax Identification Number (NIT), registration numbers and date in the Registry, address of the main office, telephone and fax numbers, email, website address; b) Detail of the shareholders, whether natural or legal persons, including the percentage of participation; c) List of the Board of Directors with their registration data in the Commercial Registry, General Manager or Chief Executive Officer of the Manager, main executives, as well as the persons who will be in charge of functions related to investment decisions in the Fund, incorporating a summary of their curriculum vitae; d) Relevant information (including lawsuits brought against them and condemning judgments for payment); and e) In case the Manager belongs to a business group or conglomerate, it must include the controlling entity of the Manager, the names of the companies, as well as a brief description of the business group and the position of the Manager within it.
Risk Classification: attach the complete risk classification report for the issuance.
Participant Registry: specify the name of the entity responsible for maintaining said registry.
Fund Risk Factors: identify and explain the main risks inherent to the Fund.
Manager's practices and policies regarding risk management in the management of the Fund.
Procedure to be followed in case of legal action against the Manager.
Commissions: description of the commissions to be charged indicating their periodicity, the basis for determining their calculation and whether they are charged to the Fund or the investor, must be expressed as percentages or amounts.
Expenses that will be charged to the Fund, clearly detailing their concepts and expressed as percentages or amounts.
Taxes: description of the tax regime applicable to the Fund and the participant.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
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TECHNICAL NORMS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Validity: 11/04/2016
Annex No. 2
Information to Participants:
a) Summary of the information that must be delivered to the Fund's participants specifying its periodicity; b) Detail of the main rights of the participants; c) Periodicity and method for providing financial reports to the participants; and d) Places to obtain information on the financial statements and all information related to the Manager and the Fund.
Any other information that the Manager considers important to make known to the investing public.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL NORMS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Validity: 11/04/2016
Annex No. 3
CONTENTS OF THE INTERNAL REGULATIONS OF CLOSED-END FUNDS The internal regulation of each Closed-End Fund must contain at least the following:
Cover, which must contain as a minimum the following:
a) Name of the Manager; b) Name of the Fund; c) Purpose of the Fund: indicate in a summarized and descriptive manner, the destination of the majority of the investments or use of the fund's resources, additionally specifying the type of fund based on its investment policy; d) Type of investor to whom the Fund is directed, which must consider aspects such as investment horizon, need for liquidity, risk tolerance, knowledge and prior experience in the securities market; e) Record the following literal reasons:
i) "The closed-end investment fund (name) has been registered in the Public Stock Registry of the Superintendence of the Financial System which does not imply that it recommends the subscription of its quotas and opines favorably on the profitability or quality of said instruments."; and ii) "The amounts of money received as contributions for an Investment Fund are investments at the account and risk of the investors, they are not bank deposits and do not have the guarantee of the Deposit Guarantee Institute". f) Name of the marketing entities including reference of authorization in the Superintendence; g) References of authorization of the registry entry in the Public Registry kept by the Superintendence of the Manager and the Fund; h) Date: Indicate the month and year of preparation of the internal regulation or reference of its update; and i) Other information that the Manager considers important.
Declaration of truthfulness of the information contained in the internal regulation, which must be granted by the legal representative or attorney-in-fact of the Manager in a notarial deed.
Presentation of the internal regulation signed by the person authorized to do so.
Index and Glossary: include the index of the content, as well as a glossary in which the technical terms that form part of the internal regulation are defined.
Extract of the internal regulation, summary of the information detailed below:
a) Name of the Manager and relevant aspects thereof; b) Name of the Fund; c) Type of Fund, Fund amount, nominal amount and number of participation quotas, maximum participation percentages of participants and duration term; d) Investment policy of the resources, diversification of investments, liquidity of its assets, indebtedness, distribution of benefits; e) Commissions to be charged by the Manager, indicating whether they are charged to the Fund or the investor, expressed as percentages or amounts;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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Annex No. 3
f) Information to be delivered to the participants; g) Supervisory Committee: Specify its functions and attributes; h) Procedure for the increase and decrease of the Fund's Equity; i) Participants' Assembly; j) Procedure for customer service; k) Causes that give rise to the participant's right to withdraw; and l) Other information that the Manager considers important.
General Aspects of the Fund:
a) Expression "Closed-End Investment Fund", followed by a name or designation that individualizes it from any other Fund authorized by the Superintendence; b) Type of Fund: Classification of the Fund based on its investment policy; c) Type of Investor to whom the Fund is directed; d) Duration term of the Fund; e) Fund amount; f) Guarantee: Specify the guarantee constituted by the Manager based on the Fund's equity, in accordance with article 22 of the Funds Law; (2) g) Commissions to be charged by the Manager, indicating their periodicity, the basis for determining their calculation and whether they are charged to the Fund or the investor, must be expressed as percentages or amounts; h) Expenses that will be charged to the Fund, clearly detailing their concepts, expressed as percentages or amounts; i) Tax regime applicable to the Fund and to the participants; and j) Specify the place or places where documents or evaluations related to the Fund will be available to the participants.
General Aspects of the Manager:
a) Name, domicile and business group or conglomerate to which the Manager belongs, as well as the data indicating its authorization in the Registry; and b) Specify the body authorized to agree on the modification of the internal regulation.
Information on the issuance and placement of quotas:
a) Characteristics of the Fund's quota issuance and their nominal value; b) Minimum investment amount or number of quotas if applicable; c) Method of payment for the placement of participation quotas; d) Initial value of the quota and the procedure for calculating the value of the quota; e) Maximum participation percentages of the participants in the Fund; f) Quota placement procedure; g) Terms, conditions and timeframes in the event of voluntary and partial capital reductions; and h) Specify the causes that give rise to the participant's right to withdraw.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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TECHNICAL NORMS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Annex No. 3
Policies related to the operation of the Fund:
a) Investment policy of the resources and diversification of investments, detailing the characteristics of the assets in which the Fund will invest, describing the types, terms, hedging policies if applicable. Additionally, it must detail the treatment of investment excesses; b) Liquidity policy of the Fund's assets, for the purpose of having the necessary resources to carry out the Fund's operations; c) Indebtedness policies in relation to the Fund's equity; d) Capital increase policy through the issuance of participation quotas, specifying the procedure and maximum timeframe for participants to exercise the preemptive subscription right; e) Capital reduction policy, specifying information to opt for the reduction, the form and conditions, timeframes, payment dates, methodology for calculating the value of the return of participation quotas; and f) Policy for the distribution of benefits obtained by the Fund.
Other adopted management policies:
a) Policies on the Fund's operations with related parties, the handling of conflicts of interest and assignment of operations when managing different Funds; and b) Policies, measures and procedures whose object is the adequate resolution of conflicts of interest between the Fund and its Manager, such as: investments and operations with related parties, operations between Funds and operations between the Fund and its Manager.
Controls and procedures:
a) Procedures, timeframes and other rules for the Manager's attention to participants regarding: Queries made, attention and resolution of complaints, claims. The means of receipt of the same must be specified, office address, telephone, email address in which the participant can make queries, complaints and claims; b) Procedure to resolve differences or conflicts between participants, or between them and the Manager; c) Procedures to carry out the modification of the internal regulation; and d) Administration and liquidation rules of the Fund.
Fund asset custody system: detail the custody system for the securities that make up its assets.
External auditor, fiscal and risk classification of the Fund:
a) Criteria for selection and renewal of the external auditor and fiscal if applicable; and b) Indication that the Fund has a risk classification, specifying the name of the risk rating agency.
Supervisory Committee:
a) Attributes, duties and responsibilities of the Supervisory Committee; b) Meeting periodicity; and c) Remuneration of the Supervisory Committee if applicable.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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Annex No. 3
Causes that give rise to the right to withdraw: specify the circumstances that generate that the participant exercises the right to withdraw from the Fund, including the timeframe and mechanism by which the participant can exercise the right.
Participants' Assembly: matters that will correspond to the knowledge of the extraordinary participants' assembly, in addition to those established in the Law. It must include the mechanism to call participants to the investors' assembly.
Rights, obligations and communication for the participant:
a) Specify the rights and obligations of the participant: Rights in the Fund, mandatory information to be delivered to participants in addition to that established in the Funds Law and the participant's obligation to keep the Manager informed about possible changes of domicile, among others; b) Mechanisms to inform participants about relevant events that affect their investment; c) Name of the printed or electronic newspaper of national circulation in which publications will be made; d) Form and periodicity in which the Manager must inform about the ownership of shares of entities in which the Fund is temporarily a controller; and e) Manager's website.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
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TECHNICAL NORMS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Annex No. 4
PLACEMENT PROSPECTUS FOR PARTICIPATION QUOTAS OF CLOSED-END FUNDS The placement prospectus for participation quotas for Closed-End Funds must contain, in applicable cases according to the type of Fund, at least the following information:
Cover, which must contain as a minimum the following:
a) Name of the Manager; b) Name of the Fund; c) Purpose and type of fund based on its investment policy; d) Type of investor to whom the Fund is directed, which must consider aspects such as investment horizon, need for liquidity, risk tolerance and knowledge and prior experience in the securities market; e) Main characteristics of the Fund's issuance; f) Record the following literal reasons:
i) "The closed-end investment fund (name) has been registered in the Public Stock Registry of the Superintendence of the Financial System which does not imply that it recommends the subscription of its quotas and opines favorably on the profitability or quality of said instruments."; (1) ii) "The amounts of money received as contributions for an Investment Fund are investments at the account and risk of the investors, they are not bank deposits and do not have the guarantee of the Deposit Guarantee Institute". g) Name of the House through which the Manager will carry out the placement in the Stock Exchange; h) Risk classification granted; i) References of authorizations of registration in the respective stock exchange and authorization of registry entry in the Public Registry kept by the Superintendence, of the Manager and of the quota issuance; and j) Date: Indicate the month and year of preparation of the prospectus or reference of its update.
Back cover, which must contain the following information of the Manager, House, External Auditors, legal advisors and any other natural or legal person who has intervened in the constitution and placement of the quota issuance:
Name, address, website, telephone, fax, email of the person designated as contact.
Declaration of truthfulness of the information contained in the prospectus, which must be granted by the legal representative or attorney-in-fact of the Manager in a notarial deed.
Presentation of the prospectus signed by the legal representative of the Manager, acting in their capacity as administrator of the Fund.
Index.
Extract of the placement prospectus: Include a summary of the information detailed below:
a) Name of the Manager and relevant aspects thereof; b) Name of the Fund; c) Name of the marketing entity that will carry out the placement in the stock exchange;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
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TECHNICAL NORMS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
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Validity: 11/04/2016
Annex No. 4
d) Investment policy, treatment of investment excess and indebtedness policy; e) Description of commissions and expenses; f) Maximum percentage of participation of the participants in the Fund; g) Causes that give rise to the right of withdrawal from the Fund; h) Potential risks to which the Fund is exposed; i) Information to be delivered and sent to the participants; and j) Other information that the Manager considers important.
Fund Authorizations:
a) Date and session of the competent authority of the Manager that authorized the Fund's internal regulation; and b) Date and session of authorization of the Fund's registry entry in the Superintendence.
Characteristics of the Fund's issuance, which must contain as a minimum:
a) Name of the Manager and the Fund; b) Fund Type: classification of the Fund based on its investment policy; c) Type of investor to whom the Fund is directed, which must consider aspects such as: investment horizon, risk tolerance, knowledge and prior experience in the securities market; d) Name of the issuance; e) Nature and class of security; f) Issuance amount and number of participation quotas; g) Minimum value and multiples of contracting electronic book entries of securities in account; h) Placement price of the participation quotas, including the method of daily update of the placement price during the subscription period; i) Trading currency; j) Guarantees: specify that the Manager has constituted a guarantee for the Fund, establishing the events or causes covered by it. Additionally, it must provide the name of the entity designated as representative of the beneficiaries; k) Form of representation: by electronic book entries of securities in account; l) Transfer of securities: express that the transfers of the securities represented by book entries in account will be carried out by means of accounting transfer; m) Redemption of securities: detail the conditions under which the securities will be redeemed if applicable; n) Issuance term; o) Negotiability in the corresponding Stock Exchange; p) Method of daily update of the placement price during the subscription period; q) Assets in which the resources contributed during the subscription period will be invested; r) Description of the Fund's investment and diversification policy, detailing the types of assets in which to invest, treatment of investment excess, main investment sectors or projects and other background information that allows knowing the risks and potential returns of the Fund;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL NORMS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Annex No. 4
s) Description of the Fund's benefit distribution policy, specifying the calculation method, as well as the timeframe, place, means of informing and mode established to exercise the right to receive them; t) Description of the policy on capital increases and decreases; u) Description of the indebtedness policy; v) Modification to the characteristics of the issuance, clearly indicating the procedure to be followed to request approval of modifications, specifying the internal and external bodies authorized for its approval; w) Custody and deposit, detail when applicable, that the issuance will be deposited in the electronic records kept by the specialized society in the deposit and custody of securities contracted; x) Risk classification of the issuance, name of the risk rating agency, the meaning of the assigned classification and the reference date of the classification report; y) Conditions under which an issuance will be considered failed; and z) Procedure to be followed in case of legal action against the Fund.
Causes that give rise to the right to withdraw: specify the circumstances that generate that the participant exercises the right to withdraw from the Fund, including the timeframe and mechanism by which the participant can exercise the right.
Name of the House participating in the placement, if any, as well as the reference of authorization by the Superintendence.
Manager Information:
a) Corporate name, Tax Identification Number (NIT), registration numbers and date in the Registry, address of the main office, telephone and fax numbers, email, website address; b) Detail of the shareholders, whether natural or legal persons; including the percentage of participation; c) List of the Board of Directors with their registration data in the Commercial Registry, General Manager, or Chief Executive Officer of the Manager, of the main executives and of the persons who will be in charge of functions related to investment decisions in the Fund, incorporating a summary of their curriculum vitae; d) Relevant information (including lawsuits brought against them and condemning judgments for payment); and e) In case the Manager belongs to a business group or conglomerate, it must include the controlling entity of the Manager, the names of the companies, as well as a brief description of the business group and the position of the Manager within it.
Financial information: audited financial information of the Fund, when it comes to second issuances.
Risk Classification: attach the complete risk classification report for the issuance.
Participant Registry: specify the name of the entity responsible for maintaining said registry.
Alameda Juan Pablo II, between 15 and 17 Norte Ave, San Salvador, El Salvador.
Tel. (503) 2281-8000 www.bcr.gob.sv
CNBCR-03/2016
NDMC-06
TECHNICAL RULES FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval:
16/03/2016
Validity: 11/04/2016
Annex No. 4
15) Fund Risk Factors: identify and explain the main risks inherent to the Fund.
16) Manager's practices and policies regarding risk management in the management of the Fund.
17) Procedure to be followed in case of legal action against the Manager.
18) Commissions: description of the commissions to be charged, indicating their periodicity, the basis for determining their calculation, and whether they are charged to the Fund or to the investor, must be expressed as percentages or amounts.
19) Expenses that will be charged to the Fund, clearly detailing their concepts and must be expressed as percentages or amounts.
20) Taxes: clear description of the tax regime applicable to the Fund and the participant.
21) Information to participants:
a) Summary of the information that must be provided to Fund participants, specifying its periodicity; b) Periodicity and method for providing financial reports to participants; c) Detail of the main rights of participants; and d) Locations to obtain information on the financial statements of the Manager and the Fund.
22) Any other information that the Manager considers important to make known to the investing public.
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Source: Banco Central de Reserva de El Salvador — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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