2016-03-16 | NDMC-06Added · Updated
The Central Bank of Reserve of El Salvador establishes technical standards for the authorization, registration, and operation of Open and Closed Investment Funds, requiring their inscription in the Public Stock Registry of the Superintendence of the Financial System. The rules mandate specific obligations for Fund Managers, including the implementation of due diligence and investor profiling procedures to assess risk tolerance, as well as strict requirements for the content of offering prospectuses and subscription contracts. Additionally, the document defines the roles of authorized entities such as brokerages and commercializing entities, and sets forth transparency and consumer protection mandates regarding the disclosure of investment risks and fees.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 1 of 50 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 COMMITTEE FOR STANDARDS 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 application to be recorded in the registry of Funds kept by the Superintendence of the Financial System. IV. That Article 47, third paragraph, of the Investment Funds Law regulates that the content of the extract of the internal regulations of the fund and of the offering 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 kept by the Superintendence for such purposes and subsequently must be inscribed in a stock exchange, complying with the requirements established in the Securities Market Law insofar as they do not contradict the aforementioned Law. VI. That Article 6, letters l) and m), of the Securities Market Law establishes that the Public Stock Registry will have a special Registry of Open and Closed Investment Funds. VII. That Article 3, letter h), of the Law on Supervision and Regulation of the Financial System establishes that it is the competence of the Superintendence of the Financial System to authorize the inscriptions, registry entries, modifications and cancellations of the persons, institutions and operations that are subject to such requirement, in accordance with the laws on the matter. VIII. That the Consumer Protection Law establishes the rights of consumers in relation to the obligations of providers of financial services.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 2 of 50 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 paragraph, of the Special Law for the Prevention, Control and Sanction of Money Laundering, Terrorism Financing and Financing of the Proliferation of Weapons of Mass Destruction establishes that, 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 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 offering 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 by the Central Bank of Reserve of El Salvador for such effect will apply.
Subjects Art. 2.- The subjects obliged to comply with the provisions established in these Standards are: a) Stock brokerage firms; b) Commercializing entities; c) Entities representing the beneficiaries of the 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 Page 3 of 50 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) Commercial Agent: Natural person authorized by the Superintendence of the Financial System to commercialize participation shares and who works for a Manager or commercializing 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: Stock brokerage 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) Commercializing entity: Stock brokerage firm, as well as another legal person authorized by the Superintendence of the Financial System, that has signed a mandate contract with a Manager for the commercialization 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, letter n) of the Securities Market Law, it is that in which a company or set of companies have a common controller, who acting directly or indirectly participates with fifty percent as minimum in the share capital of each of them or that have common shareholders who, directly or indirectly, are holders of fifty percent as minimum of the capital of another company, which allows to presume that the economic and financial performance is determined by common interests or subordinate to the group; 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) Offering prospectus: Offering prospectus for participation shares; r) Registry: Public Stock Registry of the Superintendence of the Financial System; s) Internal regulations: Document that contains all the specific characteristics and rules that govern the operation of a certain 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 Page 4 of 50 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 account and risk. 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 types of Funds: Open Funds and Closed Funds.
Participation Shares Art. 6.- Each Fund will be expressed in shares, in order to determine the portion that corresponds to each of the participants within its patrimony. When one or more shares belong in common to several persons, the co-owners will be obliged to designate one of them to act on their behalf before the Manager, in the subscription contract for participation shares. The shares of Open Funds may be fractionated to facilitate their contribution or redemption, being the minimum number of shares that a participant can have at all times, that established in the internal regulations and in the prospectus if so defined. The placement of Closed Fund shares will be carried out in accordance with what is regulated in the Securities Market Law, other laws and applicable 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 relative to valuation that the Central Bank issues on the matter.
Commercialization of participation shares Art. 8.- The information for the commercialization of shares must be clear, truthful, complete, timely, in such a way 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 who perform the function of commercialization of 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) Risks inherent to the Fund; f) Criteria that will serve as a basis for the determination of returns including the calculation to determine the share value; g) Collection 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 in accordance with the specific characteristics of each of the Funds. Art. 9.- The Manager must display on its website and in the customer service offices, the following legend: "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". This legend must be visible and written in a font size that investors can clearly distinguish it and placed in a prominent place, in such a way that it is visible to the public. In no case, in the commercialization that is carried out, can the result of the investment be assured or guaranteed. If the commercialization is carried out by electronic or printed means, it must contain the legend referred to in the previous paragraph.
Identification of the investor Art. 10.-The Manager, for the purposes of commercializing its shares, will be responsible for the identity and legal capacity of the investors or their representatives who contract with it or through its commercializing entity, for which they must
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 5 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 prepare forms that include the information corresponding to each of the investors, which will contain at least 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 identification 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: credit to account, electronic transfer (specify 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 related to modifications of the internal regulations, the offering prospectus and subscription contract for shares, 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 constitution 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 the commercializing 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 laws and regulations in force on the prevention, detection and control of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction, being the Manager responsible for monitoring the transactions carried out by the participants, even if they have entered the Fund through a commercializing entity or a House in the case of Closed Funds. (4)
Investor profile Art. 12.-The Manager must have policies and procedures to determine the risk profile of the participant, 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 precisely about the characteristics of the Fund and the investment policy, also considering their knowledge and experience in relation to the values in which the Fund invests, 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 at least 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 of Securities of Stock Brokerage Firms" (NDMC -01) and will be responsible for documenting and leaving a record of the result of the profile, of the knowledge and acceptance of the same by the participant. (2) The Manager through the investor profile form will determine at least 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 that the participant prefers and the risks that they are 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 of Securities of Stock Brokerage Firms" (NDMC-01), approved by the Central Bank through its Committee of Standards. (2) Art. 12-A.- In the case that the participant requires 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 made 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)
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 6 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 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 commercializing entities Art. 13.-In the case that the commercialization of the Funds is carried out through commercializing 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 such purposes between a Manager and a commercializing entity, otherwise it will be the responsibility of the Manager. (2)
The compliance with the previous paragraph will correspond to a House, when investors acquire the shares of Closed Funds through the intermediation service provided by it.
Subscription contract for participation shares Art. 14.-For the purposes of establishing the conditions that will govern the relationship between the participant and the Manager, a subscription contract for shares 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 commercializing entity on its behalf and the participant, which must contain at least 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 representation to appear on behalf of the Manager or of the commercializing entity if applicable (must refer to the Notarial Deed of Constitution of the Manager, the current social pact and the power granted to the person who appears 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 Constitution of the society, the current social pact and the power granted to the person who appears 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, offering prospectus and other rules that regulate its operation;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 7 of 50 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) Indication that the participant is aware that the investment involves risks and that the original amount may be lost; g) Indication that the Manager is not responsible for the financial results of the Fund; h) Indication that the Manager is not responsible for the tax obligations of the participant; i) Indication that the Manager is not responsible for the legal obligations of the participant; j) Indication that the Manager is not responsible for the administrative obligations of the participant; k) Indication that the Manager is not responsible for the fiscal obligations of the participant; l) Indication that the Manager is not responsible for the social security obligations of the participant; m) Indication that the Manager is not responsible for the labor obligations of the participant; n) Indication that the Manager is not responsible for the environmental obligations of the participant; o) Indication that the Manager is not responsible for the consumer protection obligations of the participant; p) Indication that the Manager is not responsible for the data protection obligations of the participant; q) Indication that the Manager is not responsible for the intellectual property obligations of the participant; r) Indication that the Manager is not responsible for the competition obligations of the participant; s) Indication that the Manager is not responsible for the antitrust obligations of the participant; t) Indication that the Manager is not responsible for the foreign trade obligations of the participant; u) Indication that the Manager is not responsible for the customs obligations of the participant; v) Indication that the Manager is not responsible for the immigration obligations of the participant; w) Indication that the Manager is not responsible for the labor migration obligations of the participant; x) Indication that the Manager is not responsible for the social integration obligations of the participant; y) Indication that the Manager is not responsible for the cultural obligations of the participant; z) Indication that the Manager is not responsible for the educational obligations of the participant;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 8 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 aa) Indication that the Manager is not responsible for the health obligations of the participant; bb) Indication that the Manager is not responsible for the housing obligations of the participant; cc) Indication that the Manager is not responsible for the transportation obligations of the participant; dd) Indication that the Manager is not responsible for the communication obligations of the participant; ee) Indication that the Manager is not responsible for the energy obligations of the participant; ff) Indication that the Manager is not responsible for the water obligations of the participant; gg) Indication that the Manager is not responsible for the sanitation obligations of the participant; hh) Indication that the Manager is not responsible for the waste management obligations of the participant; ii) Indication that the Manager is not responsible for the recycling obligations of the participant; jj) Indication that the Manager is not responsible for the reforestation obligations of the participant; kk) Indication that the Manager is not responsible for the biodiversity obligations of the participant; ll) Indication that the Manager is not responsible for the climate change obligations of the participant; mm) Indication that the Manager is not responsible for the disaster risk reduction obligations of the participant; nn) Indication that the Manager is not responsible for the emergency response obligations of the participant; oo) Indication that the Manager is not responsible for the humanitarian assistance obligations of the participant; pp) Indication that the Manager is not responsible for the peacebuilding obligations of the participant; qq) Indication that the Manager is not responsible for the conflict resolution obligations of the participant; rr) Indication that the Manager is not responsible for the human rights obligations of the participant; ss) Indication that the Manager is not responsible for the gender equality obligations of the participant; tt) Indication that the Manager is not responsible for the children's rights obligations of the participant; uu) Indication that the Manager is not responsible for the elderly rights obligations of the participant; vv) Indication that the Manager is not responsible for the disability rights obligations of the participant; ww) Indication that the Manager is not responsible for the indigenous rights obligations of the participant; xx) Indication that the Manager is not responsible for the migrant rights obligations of the participant; yy) Indication that the Manager is not responsible for the refugee rights obligations of the participant; zz) Indication that the Manager is not responsible for the stateless rights obligations of the participant; aaa) Indication that the Manager is not responsible for the LGBTQ+ rights obligations of the participant; bbb) Indication that the Manager is not responsible for the minority rights obligations of the participant; ccc) Indication that the Manager is not responsible for the majority rights obligations of the participant; ddd) Indication that the Manager is not responsible for the universal rights obligations of the participant; eee) Indication that the Manager is not responsible for the fundamental rights obligations of the participant; fff) Indication that the Manager is not responsible for the constitutional rights obligations of the participant; ggg) Indication that the Manager is not responsible for the statutory rights obligations of the participant; hhh) Indication that the Manager is not responsible for the regulatory rights obligations of the participant; iii) Indication that the Manager is not responsible for the administrative rights obligations of the participant; jjj) Indication that the Manager is not responsible for the judicial rights obligations of the participant; kkk) Indication that the Manager is not responsible for the legislative rights obligations of the participant; lll) Indication that the Manager is not responsible for the executive rights obligations of the participant; mmm) Indication that the Manager is not responsible for the international rights obligations of the participant; nnn) Indication that the Manager is not responsible for the regional rights obligations of the participant; ooo) Indication that the Manager is not responsible for the local rights obligations of the participant; ppp) Indication that the Manager is not responsible for the municipal rights obligations of the participant; qqq) Indication that the Manager is not responsible for the provincial rights obligations of the participant; rrr) Indication that the Manager is not responsible for the state rights obligations of the participant; srr) Indication that the Manager is not responsible for the federal rights obligations of the participant; ttt) Indication that the Manager is not responsible for the national rights obligations of the participant; uuu) Indication that the Manager is not responsible for the continental rights obligations of the participant; vvv) Indication that the Manager is not responsible for the global rights obligations of the participant; www) Indication that the Manager is not responsible for the universal rights obligations of the participant; xxx) Indication that the Manager is not responsible for the cosmic rights obligations of the participant; yyy) Indication that the Manager is not responsible for the galactic rights obligations of the participant; zzz) Indication that the Manager is not responsible for the universal rights obligations of the participant.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 9 of 50 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) Indication that the participant is aware that the investment involves risks and that the original amount may be lost; g) Indication that the Manager is not responsible for the financial results of the Fund; h) Indication that the Manager is not responsible for the tax obligations of the participant; i) Indication that the Manager is not responsible for the legal obligations of the participant; j) Indication that the Manager is not responsible for the administrative obligations of the participant; k) Indication that the Manager is not responsible for the fiscal obligations of the participant; l) Indication that the Manager is not responsible for the social security obligations of the participant; m) Indication that the Manager is not responsible for the labor obligations of the participant; n) Indication that the Manager is not responsible for the environmental obligations of the participant; o) Indication that the Manager is not responsible for the consumer protection obligations of the participant; p) Indication that the Manager is not responsible for the data protection obligations of the participant; q) Indication that the Manager is not responsible for the intellectual property obligations of the participant; r) Indication that the Manager is not responsible for the competition obligations of the participant; s) Indication that the Manager is not responsible for the antitrust obligations of the participant; t) Indication that the Manager is not responsible for the foreign trade obligations of the participant; u) Indication that the Manager is not responsible for the customs obligations of the participant; v) Indication that the Manager is not responsible for the immigration obligations of the participant; w) Indication that the Manager is not responsible for the labor migration obligations of the participant; x) Indication that the Manager is not responsible for the social integration obligations of the participant; y) Indication that the Manager is not responsible for the cultural obligations of the participant; z) Indication that the Manager is not responsible for the educational obligations of the participant;
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 10 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 aa) Indication that the Manager is not responsible for the health obligations of the participant; bb) Indication that the Manager is not responsible for the housing obligations of the participant; cc) Indication that the Manager is not responsible for the transportation obligations of the participant; dd) Indication that the Manager is not responsible for the communication obligations of the participant; ee) Indication that the Manager is not responsible for the energy obligations of the participant; ff) Indication that the Manager is not responsible for the water obligations of the participant; gg) Indication that the Manager is not responsible for the sanitation obligations of the participant; hh) Indication that the Manager is not responsible for the waste management obligations of the participant; ii) Indication that the Manager is not responsible for the recycling obligations of the participant; jj) Indication that the Manager is not responsible for the reforestation obligations of the participant; kk) Indication that the Manager is not responsible for the biodiversity obligations of the participant; ll) Indication that the Manager is not responsible for the climate change obligations of the participant; mm) Indication that the Manager is not responsible for the disaster risk reduction obligations of the participant; nn) Indication that the Manager is not responsible for the emergency response obligations of the participant; oo) Indication that the Manager is not responsible for the humanitarian assistance obligations of the participant; pp) Indication that the Manager is not responsible for the peacebuilding obligations of the participant; qq) Indication that the Manager is not responsible for the conflict resolution obligations of the participant; rr) Indication that the Manager is not responsible for the human rights obligations of the participant; ss) Indication that the Manager is not responsible for the gender equality obligations of the participant; tt) Indication that the Manager is not responsible for the children's rights obligations of the participant; uu) Indication that the Manager is not responsible for the elderly rights obligations of the participant; vv) Indication that the Manager is not responsible for the disability rights obligations of the participant; ww) Indication that the Manager is not responsible for the indigenous rights obligations of the participant; xx) Indication that the Manager is not responsible for the migrant rights obligations of the participant; yy) Indication that the Manager is not responsible for the refugee rights obligations of the participant; zz) Indication that the Manager is not responsible for the stateless rights obligations of the participant; aaa) Indication that the Manager is not responsible for the LGBTQ+ rights obligations of the participant; bbb) Indication that the Manager is not responsible for the minority rights obligations of the participant; ccc) Indication that the Manager is not responsible for the majority rights obligations of the participant; ddd) Indication that the Manager is not responsible for the universal rights obligations of the participant; eee) Indication that the Manager is not responsible for the fundamental rights obligations of the participant; fff) Indication that the Manager is not responsible for the constitutional rights obligations of the participant; ggg) Indication that the Manager is not responsible for the statutory rights obligations of the participant; hhh) Indication that the Manager is not responsible for the regulatory rights obligations of the participant; iii) Indication that the Manager is not responsible for the administrative rights obligations of the participant; jjj) Indication that the Manager is not responsible for the judicial rights obligations of the participant; kkk) Indication that the Manager is not responsible for the legislative rights obligations of the participant; lll) Indication that the Manager is not responsible for the executive rights obligations of the participant; mmm) Indication that the Manager is not responsible for the international rights obligations of the participant; nnn) Indication that the Manager is not responsible for the regional rights obligations of the participant; ooo) Indication that the Manager is not responsible for the local rights obligations of the participant; ppp) Indication that the Manager is not responsible for the municipal rights obligations of the participant; qqq) Indication that the Manager is not responsible for the provincial rights obligations of the participant; rrr) Indication that the Manager is not responsible for the state rights obligations of the participant; srr) Indication that the Manager is not responsible for the federal rights obligations of the participant; ttt) Indication that the Manager is not responsible for the national rights obligations of the participant; uuu) Indication that the Manager is not responsible for the continental rights obligations of the participant; vvv) Indication that the Manager is not responsible for the global rights obligations of the participant; www) Indication that the Manager is not responsible for the universal rights obligations of the participant; xxx) Indication that the Manager is not responsible for the cosmic rights obligations of the participant; yyy) Indication that the Manager is not responsible for the galactic rights obligations of the participant; zzz) Indication that the Manager is not responsible for the universal rights obligations of the participant.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 9 of 50 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, 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 term for the payment of redemptions that represent significant amounts; k) In the event of establishing annexes to the contract, it must declare that these are an integral part of the contract; l) Indication of the domicile to which the parties will be subject in case of controversy; 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 identification forms of the investors; 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 established in articles 10 and 11 of these Standards; and d) Judicial allocation, dation in payment or donation is made, 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 performs 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 a Stock 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 leave a record of the operations that have an effect on its content and to maintain permanently 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 that meet the following requirements to keep the register of participants: 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 to 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 a computer system for the register of participants that meets the following:
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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 made by participants; iv. Have periodic backup and recovery mechanisms for information in case of fortuitous events or force majeure; v. Have information security policies, as well as business continuity and contingency plans that ensure 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, that 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:
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a) Administer separately the Funds offered 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 must 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 must be sent 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 established 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 in relation 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, terrorism 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 equity 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 be applicable, so the cash contributions received as subscription of shares must be
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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 collection of commissions charged to the participant, during the period in which the minimum equity and number of participants of the Fund 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 timely the charges that will be made in that period. In the commissions and expenses, the following must be considered:
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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
Fund Registration Request 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 Board of Directors agreement 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 guarantee according to its nature; f) Certification of the Board of Directors agreement 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, according to what is established in article 102 of the Fund Law; i) Procedures and policies manual for the handling of operations that will be 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 that intervene in them and the 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
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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 the 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 of the offering prospectus respectively. These extracts will contain in summarized 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 term 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 term of ten business days counted from the day following the notification. This term may be extended at the request of the Manager when there are reasons justifying it. (2)
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In the same precaution, the Superintendence 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 the right to present a new application. (2)
If after the analysis of the documentation presented in accordance with article 24 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 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 Superintendence. (2)
The Superintendence may, through a reasoned resolution, extend by up to another ten business days, the deadline indicated in the previous clause, when the nature of the observations or deficiencies foreseen so requires. (2)
Extension deadline (2) Art. 27-A.- The Manager may present to the Superintendence, before the expiration of the deadline, a request for extension of the deadline indicated in the fourth clause 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 start from the next business day after 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 clauses of article 27 of these Standards, until the Manager resolves the observations indicated 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 Registration. (2)
Submission of documents to the Superintendence Art. 28.- In the event that the agreement by the Superintendence 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
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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 Superintendence.
Upon receipt by the Superintendence of the documentation and verifying that it conforms to that authorized by the Superintendence, 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 present to the Superintendence the application for authorization of modification to said documents, attaching for these purposes the following documentation: a) Certification of the agreement for authorization of 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 Superintendence in which the requested modification proposals will be incorporated; and d) Model of publication and communication to 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 charge of commission, when applicable the provisions of article 45 of these Standards.
The Superintendence will have a deadline of thirty business days, counted from the date of presentation of the complete information by the Manager, to evaluate the application presented and will advise 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 the authorization of the Superintendence, the Manager will proceed to disclose through its website the modifications related to the documents detailed in article 29 of these Standards.
Notwithstanding what is established in the previous clause, in the event that the modifications authorized by the Superintendence correspond to the name of the Fund, the investment policies, periodicity of conversion of contributions and redemptions of shares, 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 made to the Superintendence no later than three business days after it was made.
Filing of proceedings initiated by registration application Art. 31.- The Superintendence 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 Superintendence revokes the authorization for not having presented the information required in article 28 of these Standards; and c) The Manager 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.
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 deadline 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 Superintendence on the next business day, which may grant a deadline for compliance.
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When the Manager 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 deadline, proceeding to the liquidation of 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 that of the entities carrying out the commercialization function are duly 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 credit or electronic transfer to the bank account of the respective Fund.
Redemption of shares 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 that will be applied for the purposes of the conversion of contributions into shares of the Fund 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 that participants make contributions and redemptions of shares, the Manager must indicate in the internal regulations and in the offering prospectus a cut-off hour, which has the purpose of establishing 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 the examples of the share to apply in relation to the cut-off hour.
The criterion for the assignment of 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 on 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 on this matter.
Applications for contributions and redemptions Art. 39.- For contribution or redemption operations, participants must present an application to the Manager for their execution. The Manager will ensure that the applications received by physical or electronic means are completed with the required data, in all cases, the application 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.
For the case of applications 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 applications 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 application 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 participants.
In all cases, in the requests issued by participants, their name, the name of the Fund, the participant's identification code, the type of operation, as well as all the fields necessary to be entered in the system referred to in article 41 of these Standards must be stated. Art. 40.- Applications 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, 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 applications for contributions and redemptions of shares, automatically assigning a consecutive number for each of the received applications. In said system, applications received directly from participants or through their mandataries must be entered and registered immediately and in chronological order.
The fields of the automated system on 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 the operations; b) Date and time: specification of the date and time in which the application 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 application will correspond to the moment that said application is received by the referred entity; c) Fund: name of the Fund from which the participation shares are being commercialized; d) Participant name: identification of the natural or legal person, in whose name the contribution or redemption of participation shares will be made; e) Participant identification code: code assigned according to the Manager's internal controls;
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f) Type of operation: specification if the operation is a placement or a redemption of participation shares; g) Status of the application: paid or pending payment, specifying the reasons why it is in process if applicable; h) Method by which the contribution or redemption payment was made: electronic transfer, account credit 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) Commercializing agent: identification of the agent carrying out the commercialization function, indicating its name and authorization code assigned by the Superintendence; o) Commissions currently 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 applications for contributions and redemptions of shares and deliver the redemption payment to participants in accordance with what is established in the technical standards relative to the commercialization of Open Funds that the Central Bank issues on 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. The payment must be made by check, electronic transfer or credit to 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 in the internal regulations and in the subscription contract for shares, 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
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and in the subscription contract for participation shares, 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 Superintendence may, ex officio or at the request of the Manager, extend the deadlines for the payment of redemptions referred to in article 43 of these Standards.
In all cases, any temporary suspension of the payment of redemptions or of 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 redemptions of shares referred to in this article.
Once the redemption right executed by the participant has ended, the Manager must inform the Superintendence about the result, specifying the participants, the amount cancelled and the value of the share assigned to each of them.
CHAPTER V AUTHORIZATION AND REGISTRATION OF CLOSED FUNDS
Application for Fund Registration and Authorization of Documents
Art. 46.- For the authorization of entry in the Register of Closed-End Funds, the legal representative or attorney-in-fact of the Management Company must submit to the Superintendence an application accompanied by the following documentation:
a) Certification of the Board of Directors' agreement of the Management Company in which the constitution of the Fund was agreed upon, as well as the approval of the internal regulations and the placement 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) Placement prospectus for participation units, which must include the minimum content defined in Annex No. 4 of these Standards; e) Model subscription agreement 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 Board of Directors' agreement of the Management Company in which the entity that will be the representative of the beneficiaries of the guarantee is designated; h) Acceptance of the entity as the 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) Procedures and policies manual 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's management process in which activities, departments, hierarchical levels involved are identified, and the models of forms that will be used in the administration of the Funds, such as: signature registration, client identification forms, account statements, daily availability control, requests for contributions and redemptions, 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 to this effect; and n) Other documentation and information that, due to the nature of the Fund, is necessary to present.
In the application, the place to receive notifications and the designation of the persons commissioned for this effect must be established.
Model of subscription agreement for participation units
Art. 47.- For the authorization of the subscription agreement model for units, the provisions of Article 22 of the Consumer Protection Law and the Regulation of the Consumer Protection Law shall be observed. The subscription agreement model must include as a minimum what is established in Article 14 of these Standards.
Extract of internal regulations and placement prospectus
Art. 48.- The Management Company must prepare an extract of the internal regulations and placement prospectus, which will form part of the internal regulations and placement prospectus respectively. These extracts will contain in summarized form the detailed information in item 5) of Annex No. 3 and item 6) of Annex No. 4 of these Standards.
Authorization procedure in the Register
Art. 49.- Upon receipt of the application for authorization of entry in the corresponding Register, 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 placement prospectus for participation units, and the draft deed of issuance of participation units.
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. This period may be extended at the request of the Management Company when there are reasons justifying it.
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, reserving its right to present a new application.
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.
The Superintendence may, through a reasoned resolution, extend by up to ten more business days, the period indicated in the previous clause, when the nature of the observations or deficiencies noted so requires.
Extension of period
Art. 49-A.- The Management Company may submit 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 pertinent proof.
The extension period may not exceed ten business days and will begin from the next business day following the expiration date of the original period.
Suspension of period
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.
Once the documents are presented in due form, the Superintendence will proceed to respond to the application for authorization of the Fund's Registration.
Presentation 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) Placement 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 agreement 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 placement prospectus, the model subscription contract, or the deed of issuance of units, it must submit 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 authorization agreement for modification, issued by the corresponding authority, for modifications to the subscription contract, placement prospectus, and deed of issuance; c) Detail of the proposed modifications, including their justification, as well as supporting documentation when applicable; d) Drafts of documents that are required to be authorized by the Superintendence in which the requested modification proposals will be incorporated; and 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.
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 submitted application, 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 participants directly, 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 Registration 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 required information, 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 unit placement
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, at least three business days prior to the planned date for the placement of the issuance, attaching a copy of the agreement or resolution adopted by the competent authority of the Management Company to this effect.
CHAPTER VI OPERATION OF CLOSED-END FUNDS
Fund's Equity
Art. 56.- Closed-End Funds must reach the minimum equity 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 Register and must permanently comply with said requirements. In the case that its initial equity is higher than the minimum required in said Law, the Management Company will observe what is indicated in Article 65 of the Funds Law.
If the Fund does not reach the minimum equity and number of participants required within the defined period or fails to comply with said requirements at any time, the Management Company must notify 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 notify 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 of 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.
For the authorization in 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, copies 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 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-End Funds will distribute the net benefits received during the exercise, according to the policy established in the internal regulations and placement prospectus, clearly specifying its calculation method, distribution periodicity, term, place, and method of settlement, 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 observing what is established in Article 75 of the Funds Law.
Capital reduction
Art. 61.- Closed-End Funds may carry out voluntary and partial reductions of their capital in the manner, conditions, and terms indicated in the internal regulations. The reduction of 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 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 issued by the Central Bank to this effect.
Surveillance Committee
Art. 63.- The agreements of the Surveillance Committee must be recorded in minutes and must include the detail to understand the grounds of the agreements taken, implementing a sequential numbering system of the 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' Meetings
Art. 64.- The Management Company will keep a minutes book of the participants' meeting, 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 minutes book of the participants' assembly, the names and signatures of the attendees, observing what is established in Article 79 of the Funds Law.
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 the 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 said 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.
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 representative must keep it in deposit in a bank regulated by the Banks Law or 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-.
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Pledge on Securities Art. 68.- The securities granted as a pledge to constitute 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 ledger 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 Manager's investment valuation policy. 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 at the latest on the next business day when it determines that the amount of the guarantee resulted in less than the amount of the parameters detailed in letters a) and b) of article 22 of the Funds Law or is required by the Superintendent as established in the aforementioned 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 represented by the number of shares of each participant in relation to the equity that was 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.
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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 the aforementioned 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 thirty business days prior to the expiration date of the same.
Submission of Information to the Superintendent Art. 72.- The Manager must inform the Superintendent 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.
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CONTENT OF THE INTERNAL REGULATIONS OF OPEN FUNDS The internal regulation of each Open Fund must contain at least the following:
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OFFERING PROSPECTUS OF PARTICIPATION SHARES OF OPEN FUNDS The offering prospectus of participation shares for Open Funds must contain, in the cases that apply according to the type of Fund, at least the following information:
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e) Description of commissions and expenses; f) Maximum participation percentage of participants in the Fund; g) Procedure for subscription and redemption of participation units; h) Frequency of conversion of contributions and redemption of participation units; i) Method of payment for the subscription of participation units; j) Risks to which the Fund is exposed; k) Information to be delivered and sent to participants; and l) Any 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 regulations; and b) Date and session of authorization of the Fund's registry entry with the Superintendency.
Fund Characteristics, which must contain at minimum: a) Name of the Manager and 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 units, specifying the differences among them (if any have been defined); e) Initial value of the participation unit; f) Currency in which the value of the participation unit will be expressed; g) Guarantees: Specify that the Manager has established a guarantee for the Fund, establishing the events or causes covered by it. Additionally, it must provide the name of the entity designated as the representative of the beneficiaries; h) Method of payment for the subscription of participation units; i) Description of the investment and diversification policy of the Fund's investments, detailing the types of assets in which it will invest, limits on the treatment of excess investment, and other background information that allows understanding the risks and potential returns of the Fund; j) Description of the Fund's debt policy; k) Modifications to the Fund's characteristics; l) Custody and deposit: Detail the name of the entity or entities in which the securities to be acquired with the Funds' resources will be deposited; m) Fund risk classification: name of the risk classifier, 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.
Subscription, contributions, and redemption of participation units: a) Contribution and redemption system, method and frequency of conversion of contributions and redemption of participation units, the unit value to be used for their conversion; b) Procedure for the subscription and redemption of participation units, considering the aspects established in Articles 36 and 37 of these Standards;
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c) Deadline for the payment of redemptions, specifying that which corresponds to those redemptions that represent significant amounts of the Fund's total equity; d) Entity that will market the units, specifying whether such entity will be authorized to receive redemption requests and deliver payment to participants, specifying the applicable procedures for such effects; e) Minimum subscription amount or number of units in the Fund when applicable; and f) Maximum participation percentage of participants in the Fund.
Manager Information: a) Name, Tax Identification Number (TIN), registration numbers and date of inscription in the Registry, address of the main office, telephone and fax numbers, email address, website address; b) Detail of 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 Executive Director 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 judgment orders for payment); and e) In case the Manager belongs to a business group or conglomerate, it must include the controlling company of the Manager, the names of the companies, as well as a brief description of the business group and the Manager's position within it.
Risk Classification: attach the complete risk classification report of the issuance.
Participant Register: specify the name of the entity responsible for keeping the aforementioned register.
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 frequency, 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 will be expressed as percentages or amounts.
Taxes: description of the fiscal regime applicable to the Fund and the participant.
Alameda Juan Pablo II, between 15 and 17 Norte Ave, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 42 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 Annex No. 2
Information to Participants: a) Summary of the information that must be delivered to Fund participants specifying its frequency; b) Detail of the main rights of participants; c) Frequency and method for providing financial reports to participants; and d) Places to obtain information on 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 Norte Ave, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 43 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 Annex No. 3 CONTENT OF THE INTERNAL REGULATIONS OF CLOSED FUNDS The internal regulation of each Closed Fund must contain at least the following:
Cover, which must contain at minimum the following: a) Name of the Manager; b) Name of the Fund; c) Object 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, liquidity needs, risk tolerance, prior knowledge and experience in the securities market; e) Record the following literal reasons: i) "The closed investment fund (name) has been registered in the Public Stock Registry of the Financial System Superintendency, which does not imply that it recommends the subscription of its units and does not opine 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 Superintendency; g) References of authorization of the registry entry in the Public Registry kept by the Superintendency 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) Any other information that the Manager considers important.
Declaration of veracity 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 units, maximum participation percentages of participants and duration term; d) Investment policy of 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 Norte Ave, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 44 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 Annex No. 3
f) Information to be delivered to 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 originate the participant's right to withdraw; and l) Any other information that the Manager considers important.
General Aspects of the Fund: a) Expression "Closed 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) Duration term of the Fund; e) Fund Amount; f) Guarantee: Specify the guarantee established by the Manager based on the Fund's equity, in accordance with Article 22 of the Fund Law; (2) g) Commissions to be charged by the Manager, indicating their frequency, 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 participants.
General Aspects of the Manager: a) Name, domicile, and business group or conglomerate to which the Manager belongs, as well as 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 units: a) Characteristics of the Fund's unit issuance and its nominal value; b) Minimum investment amount or number of units if applicable; c) Method of payment for the placement of participation units; d) Initial value of the unit and the procedure for calculating the unit value; e) Maximum participation percentages of participants in the Fund; f) Procedure for the placement of units; g) Terms, conditions, and deadlines in the event of carrying out voluntary and partial capital reductions; and h) Specify the causes that originate the participant's right to withdraw.
Alameda Juan Pablo II, between 15 and 17 Norte Ave, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 45 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 Annex No. 3
Policies related to the operation of the Fund: a) Investment policy of resources and diversification of investments, detailing the characteristics of 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) Debt policies in relation to the Fund's equity; d) Capital increase policy through the issuance of participation units, specifying the procedure and maximum deadline for participants to exercise the preemptive subscription right; e) Capital reduction policy, specifying information to opt for the reduction, the method and conditions, deadlines, payment dates, methodology for calculating the return value of participation units; 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 allocation 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, deadlines, and other rules for the Manager's attention to participants regarding: Queries made, attention and resolution of complaints, claims. The means of receipt, office address, telephone, email address in which the participant can make queries, complaints, and claims must be specified; 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 classification company.
Supervisory Committee: a) Attributes, duties, and responsibilities of the Supervisory Committee; b) Frequency of meetings; and c) Remuneration of the Supervisory Committee if applicable.
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Annex No. 3
Causes that originate the right to withdraw: specify the circumstances that generate that the participant exercises the right to withdraw from the Fund, including the deadline 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. The mechanism to carry out the call to participants for the investors' assembly must be included.
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 Fund 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) Method and frequency with which the Manager must inform about the ownership of shares of entities in which the Fund is temporarily the controller; and e) Manager's website.
Alameda Juan Pablo II, between 15 and 17 Norte Ave, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 47 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 Annex No. 4 PLACEMENT PROSPECTUS FOR PARTICIPATION UNITS OF CLOSED FUNDS The placement prospectus for participation units for Closed Funds must contain, in applicable cases according to the type of Fund, at least the following information:
Cover, which must contain at minimum the following: a) Name of the Manager; b) Name of the Fund; c) Object 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, liquidity needs, risk tolerance, and prior knowledge and experience in the securities market; e) Main characteristics of the Fund's issuance; f) Record the following literal reasons: i) "The closed investment fund (name) has been registered in the Public Stock Registry of the Financial System Superintendency, which does not imply that it recommends the subscription of its units and does not opine 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 inscription in the respective stock exchange and authorization of registry entry in the Public Registry kept by the Superintendency, of the Manager and of the issuance of units; 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 issuance of participation units: Name, address, website, telephone, fax, email of the person designated as contact.
Declaration of veracity 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 Norte Ave, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 48 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS FOR THE AUTHORIZATION, REGISTRATION AND OPERATION OF INVESTMENT FUNDS Approval: 16/03/2016 Validity: 11/04/2016 Annex No. 4
d) Investment policy, treatment of investment excess, and debt policy; e) Description of commissions and expenses; f) Maximum participation percentage of participants in the Fund; g) Causes that originate the participant's right to withdraw from the Fund; h) Potential risks to which the Fund is exposed; i) Information to be delivered and sent to participants; and j) Any 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 regulations; and b) Date and session of authorization of the Fund's registry entry with the Superintendency.
Characteristics of the Fund's issuance, which must contain at minimum: a) Name of the Manager and 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) Name of the issuance; e) Nature and class of security; f) Issuance amount and number of participation units; g) Minimum value and multiples for contracting electronic book-entry securities in account; h) Placement price of the participation units, including the method of daily update of the placement price during the subscription period; i) Trading currency; j) Guarantees: specify that the Manager has established a guarantee for the Fund, establishing the events or causes covered by it. Additionally, it must provide the name of the entity designated as the representative of the beneficiaries; k) Form of representation: by electronic book-entry securities in account; l) Transfer of securities: express that the transfers of securities represented by book entries will be carried out through accounting transfer; m) Redemption of securities: detail the conditions under which the securities will be redeemed if applicable; n) Term of the issuance; 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 it will invest, treatment of investment excess, main sectors or investment projects, and other background information that allows understanding 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 Page 49 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS 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 profit distribution policy, specifying the calculation method, as well as the term, place, means of reporting, and established manner for exercising the right to receive them; t) Description of the policy on capital increases and decreases; u) Description of the debt policy; v) Modification to the issuance characteristics, clearly indicating the procedure to be followed to request approval of modifications, specifying the internal and external bodies authorized for such approval; w) Custody and deposit, detailing where applicable that the issuance will be deposited in the electronic records kept by the specialized society for the deposit and custody of securities contracted; x) Risk classification of the issuance, name of the risk classifier, the meaning of the assigned classification, and the reference date of the classification report; y) Conditions under which an issuance will be considered defaulted; and z) Procedure to be followed in case of a legal action against the Fund. 9) Causes that give rise to the right of withdrawal: specify the circumstances that generate that the participant exercises the right to withdraw from the Fund, including the term and mechanism through which the participant can exercise the right. 10) Name of the House participating in the placement, if any, as well as the reference of authorization by the Superintendency. 11) Manager Information: a) Corporate name, Tax Identification Number (TIN), numbers and date of inscription in the Registry, address of the main office, telephone and fax numbers, email address, 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 data of inscription in the Commercial Registry, General Manager, or Executive Director of the Manager, of the main executives and of the persons who will have charge of the functions related to investment decisions in the Fund, incorporating a summary of their curriculum vitae; d) Relevant information (including lawsuits promoted against it 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 societies, as well as a brief description of the business group and the position of the Manager within the same. 12) Financial information: audited financial information of the Fund, when dealing with second issuances. 13) Risk Classification: attach the complete report of the risk classification of the issuance. 14) Register of participants: specify the name of the entity responsible for keeping said register.
Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv Page 50 of 50 CNBCR-03/2016 NDMC-06 TECHNICAL STANDARDS 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) Practices and policies of the Manager in matters of 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 will be expressed as percentages or amounts. 20) Taxes: clear description of the fiscal regime applicable to the Fund and the participant. 21) Information to participants: a) Summary of the information that must be mandatory delivered to the participants of the Fund specifying its periodicity; b) Periodicity and form for providing financial reports to participants; c) Detail of the main rights of the participants; and d) Places 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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