Colombia Regulation. 2.1 Type of funds. Collective portfolios. According to the Colombian legislation, the main types of investment funds are:

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1 Colombia Regulation FUNDS AND FUND MANAGEMENT Type of funds According to the Colombian legislation, the main types of investment funds are: Collective portfolios A collective portfolio is a mechanism or vehicle of fundraising or management of money or other assets, integrated with the contribution of a plural number of people that should be particularized once the collective portfolio is operating. These resources must be managed in a collective manner in order to obtain collective benefits. Classification depending on the possibility of redemption of the share: Open collective portfolios: those in which subscribers may redeem their share at any time. Closed collective portfolios: those in which subscribers may not redeem their share during the period of validity. Stepped Collective Portfolios: those in which resources of the fund are invested according to their rules. Additionally, in this portfolio the subscribers may redeem their shares in different opportunities previously agreed. Types of collective portfolios are listed below: Monetary market portfolios: open collective portfolios exclusively constituted with securities. Real state collective portfolios : those which investment policy states that at less 60 percent of the assets should be concentrated in real state, localized in Colombia or abroad; securities issued in mortgages, or real state securitization processes and rights of trust constituted by real state and participation in foreign real state collective portfolios.

2 2 Colombia Regulation Margin collective portfolios: those open collective portfolios constituted to perform margin accounts. Speculation collective portfolios: are those which principal objective is to perform speculative transactions, including the possibility of performing transactions of an amount higher than the contributions of the investors. Stock market collective portfolios: are those which s portfolio is composed by some or all the values that composed a national or international index and which s objective is to retort this index. Pension and severance funds managed by administration companies These are funds administered by specialized entities properly authorized by the Financial Superintendent, formerly Superintendence of Banks. The severance funds are made with the deposit of mandatory annual severance payments made by companies to its employees. The pension funds can be of two kinds: mandatory pension funds and voluntary pension plans. The pension funds may invest in specific assets or rights, such as bonds issued by the government or securities registered in the Colombian Stock Exchange. A maximum percentage is defined for each type of investment, Funds made up by non-residents in Colombia Foreign capital investment funds: these funds can be of the following classes: Institutional funds: those in which the resources come from private or public placing abroad of participation quotas or units, and its main purpose is to carry out investments in one o more capital markets. There is an especial type of Institutional Funds called Omnibus Funds. These are funds organized under the modality of collective accounts without a pro-indiviso (undivided) participation over the patrimony of institutional investor, managed by international intermediaries. Individual funds: their principal purpose is not to carry out transactions in capital market, but due to financial strategies, canalize treasury excesses in the capital markets. These funds may be organized in Colombia or abroad and may be managed by trust companies or stock exchange commission companies, legally established in Colombia. The money resources must be sent from abroad to be invested in Colombia in Colombian currency, pesos, in the securities public market.

3 3 Colombia Regulation Laws Collective portfolios: collective portfolios are ruled by the Decree 2175 of 2007, in which is ruled their administration and management. Foreign capital investment funds: foreign capital investment is regulated by Decree 2080 of 2000, general regime of foreign capital investment in Colombia and Colombian capital abroad. Legal structure Collective portfolios should be managed by trust companies, stock market commission companies and investment management companies. Foreign capital investment funds do not constitute companies or any other kind of entity. They are resources, in each case, coming from abroad which are managed in Colombia by trust companies or stock market commission companies (stock brokers). They may be organized in Colombia or abroad. Unitholders must be non-residents in Colombia. 2.3 Managers, trustees, and custodians Managers The trust companies existing in Colombia are entities whose business is to perform various types of trust operations. The trust companies require previous authorization from the Financial Superintendent to operate and are subject to its control and regulation. Incorporation requirements include the following: Incorporation as a stock company Minimum of five stockholders Minimum capital of COP million (approximately USD 2.6 million) Stock market commission companies legally authorized by the Financial Superintendent and have a minimum capital of COP 1 million. (approximately USD 510,000). In all cases, such companies are required to be authorized and approved by the Financial Superintendent. Trust companies and stock market commission companies are required to contribute every six months to the financial of banks. The basis for calculating the contribution is the total assets of the trust company, including inflation integral adjustments of the entity.

4 4 Colombia Regulation The management of foreign capital funds in Colombia is performed by trust companies or Colombian stock market commission companies (stock brokers). Each fund manager represents the fund on any subject resulting from the investment and is solely responsible for observing regulations regarding the fund. Fees payable to managers or trustees are not limited by law. Funds are not subjected to regulatory fees. Administration companies of pension and severance funds These are companies incorporated as corporations authorized to administrate pension and severance funds. They must have a minimum capital of COP 15,665 million (approximately USD 7.9 million) Investment restrictions Managing companies of collective portfolios may integrate to the collective portfolios any asset or right of economical content, like the following: Securities, registered, or not in the National Registry of Values and Issuers. In the case of foreign investors, it must be securities registered in the National Registry. Values issued by foreign banking entities Values issued by foreign companies of the manufacturing sector, which shares are registered in one o various internationally recognized stock exchange Bonds issued by multilateral credit entities, foreign governments, and public entities Shares in foreign investment funds or funds that emulate national or international indexes Documents that represent shares in other national collective portfolios Foreign currency, with some limitations Real estate Derivatives, as long as the derivatives transaction do not exceed 100 percent of the uncovered position of the portfolio

5 5 Colombia Regulation Foreign capital investment fund Authorized investments for institutional and individual foreign investment funds are securities and other titles registered within the National Security Register or the Colombian Stock Exchange, or any other system authorized by the Financial Superintendence. Funds may also keep their resources temporarily in current accounts in entities controlled by the Financial Superintendence. Every transaction which has the purpose of acquiring 10 percent or more of any financial entity s subscribed shares requires prior authorization from the banking superintendent. A foreign capital investment fund may not invest in fixed rent securities or bonds, with a term shorter than two years, more than 20 percent of the corresponding issuance. Every portfolio investment must be registered before Banco de la República (the Colombian Central Bank). This registration permits the transfer abroad of profits derived from the portfolio investment and the distribution of capital at the end of the investment term. All open and stepped funds must be qualified at least by a securities-rating company authorized by the foreign securities superintendent who is internationally recognized. As a pre-condition for the acceptance by the Financial Superintendent of the corresponding qualification, the rating company must undertake to disclose the qualification granted. 2.5 Borrowing/lending Collective portfolios Managing companies of collective portfolios are not entitled to obtain financing, or to lend money. The latter can be performed as report, simultaneous, and temporary value transferring transactions. The real estate collective portfolio may obtain loans to acquire real estate, up to an amount of twice the value of its equity. Foreign capital investment funds Foreign capital funds may not provide loans. However, they may obtain credit for a five day term (for each transaction). This term does not apply when the nature of the transaction implies a longer term.

6 6 Colombia Regulation 2.6 Accounts and prospectus The managing company is obliged to prepare financial statements. Investment prospectus prepared by managing companies for each managed fund must include in detail the complete relevant information for investors. Investment policy, economical and operative information of the collective portfolio are also required to be included in the prospectus. For incorporation, foreign capital investment funds must file certain documents and information before the Financial Superintendent. In addition, local administrators must prove their competence before the securities superintendent, and may not carry out operations that are not authorized by the legal provisions. The managing companies must have a special auditor (revisor fiscal) elected by the stockholders. For election purposes, they have voting power in proportion to their share in the shareholder s equity of the company and the fund, according to the provisions of the by-laws. The special auditor (revisor fiscal) which is designated may be the special auditor of the corresponding managing company. 2.7 Supervision The Colombian Financial Superintendent has the control and supervision of trust companies and stock market commission companies.likewise, each Collective Portfolio must be previously approved by said governmental agency. Financial Superintendent Calle 7 No Bogotá, D.C. Tel / Web site: Collective portfolios ownership in open collective portfolios without continued stay agreement or in the monetary market collective portfolios one investor might not has a participation that exceeds 10 percent collective portfolio s equity.

7 7 Colombia Regulation 2.9 Fund structure Foreign investment institutional funds These are foreign investment funds incorporated in Colombia or abroad, formed by several individuals or entities, whose resources are derived from the placement of quotas or investment units and whose main business purpose is to invest in one or several world-wide capital markets. The omnibus type-funds fall within the above category of investment Stock exchange Collective portfolios The investment policy of the collective portfolio must be previously and clearly defined in the rules and prospectus, in a comprehensible manner for the investors and the public in general. There is no need for these securities to be quoted on a stock exchange. In Colombia shares in collective portfolios may be quoted in the stock exchange. Foreign capital investment funds These funds must make investments in securities which are registered with the National Securities Registry and must be quoted on a stock exchange Bank secrecy There is a bank secrecy requirement in Colombia regarding third parties. However, authorities may have access to bank information. Colombia has promulgated and enforced laws regarding asset laundering and exercises a stringent control through the financial entities Fund set-up Collective portfolios Collective portfolios do not require a public deed of incorporation. The law establishes some documentation that has to be delivered to the Financial Superintendent in order to obtain the authorization of incorporating a collective portfolio.

8 8 Colombia Regulation Foreign capital investment funds Foreign capital investment funds may be incorporated according to either foreign or Colombian regulations. In either case, this implies the transfer of foreign capital to Colombia. These may be simple transferred resources which may be considered as institutional investment provided that they meet certain requirements. In general, the local administrator must file an application before the Financial Superintendent with various documents and information. The local administrator of the individual fund must send information identifying the investor and its history as administrator with at least five days of anticipation to the date in which the fund desires to commence operations in Colombia. Therefore, the time to set up a fund and associated fees and charges for setting up a fund in Colombia will vary depending upon the ability and experience of those establishing the fund. Foreign capital investment funds may start operating in Colombia once the local administrator, previously designated by the investors, files the documentation which is indicated below before the Financial Superintendent and obtains the corresponding tax identification number (in Colombia, NIT): Electronic format or a document issued by the international administrator with the indication of the countries in which the fund carry on its investment activities, the entity supervising and controlling the international administrator, if any, and a copy of the administration contract and legal representation of the fund, entered into between the fund and the local administrator. In the contracts of administration and legal representation of funds in which there is no collective or pro-indiviso (undivided) participation it should be noted that the portfolio integration arises from purchasing orders from institutional investors who are subject to inspection and supervision or control in the respective country of origin. The fund may start operations in Colombia five days following filing of the above-mentioned documentation by the administrator. Some of the expenses incurred by the fund for its incorporation are the following: Cost of custody of the assets making up the fund Administration remuneration Fees and expenses required for the defense of fund interests, if necessary

9 9 Colombia Regulation Expenses incurred in providing information to the participants All the other expenses caused by the normal operation of the fund Generally, costs vary depending upon the size of the managed portfolio Foreign funds Investment funds All portfolio investment from a foreign agent must be made through a foreign capital investment fund. Foreign capital investment funds All investment by a foreigner in a Colombian fund must be made through a foreign capital investment fund. Foreign capital investment funds have specific legislation to protect the foreign investor. Investment in foreign funds by Colombian residents There are no legal restrictions on the marketing within Colombia of units in mutual funds under the laws of a territory outside Colombia. Residents in Colombia are permitted to make this type of investment provided that they use dollars originating in the free market, such as those arising from services rendered abroad or from any other transaction different from those of the regulated foreign currency market. Likewise, residents in Colombia can buy dollars in the local banks to make their investment, in which case the transaction would be treated as a Colombian investment made abroad and would be registered automatically with the central bank.

10 10 Colombia Regulation 2.14 Bearer shares Shares, bonds and securities are registered and are not issued to the bearer. In the case of an individual foreign investor, the foreign investment in Colombia will be registered in his/her name. If the investor is an institutional fund, the investment will likewise be registered in the name of the foreign investor Use of the internet In Colombia the use of internet to access the fund markets has not been regulated expressly. None the less electronic communications shall have the same legal validity as written documents if they comply with regulations. KPMG in Colombia Vicente Javier Torres V. KPMG Impuestos y Servicios Legales Ltda. Calle 90 # 19C - 74 Ed. Blue Tower Bogota Colombia Tel Ext 1308 Fax vjtorres@kpmg.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation.