How our trust is formed

SETTLOR AND
TRUSTEES A:

Los Cabos Hotel Association, A.C. (AHLC).

SETTLOR AND
TRUSTEES B:

Baja California Sur Timeshare Developers’ Association (ASUDESTICO).

SETTLOR AND
TRUSTEES C:

The individuals and legal entities, public or private that will benefit from the fulfillment of the TRUST’S purpose.

FIDUCIARY:

Service Bank, MIFEL Financial Group, to give certainty and transparency to the use of resources.

Purpose of the Trust

These are purposes of the trust:

  1. That on the instructions of the SETTLORS, the FIDUCIARY shall open a bank account at either BANCA MIFEL, S.A., A FULL-SERVICE BANK, MIFEL FINANCIAL GROUP, in the name of this Trust, which shall be referred to as the “RECEIVING ACCOUNT,” as well as the accounts in MEXICAN PESOS or U.S. DOLLARS, as instructed by the Technical Committee subsequent to the signing of this Contract, or in any other institution of the Mexican Financial System, to receive the contributions of the SETTLORS, TRUSTEES, and those of third parties on behalf and order of the SETTLORS and TRUSTEES, and to comply with the purposes of this Contract, authorizing the people chosen by the Technical Committee to sign on said accounts, to issue checks and orders for funds transfers, in the understanding that they will be solely responsible for taking control of their administration, allocating the resources solely and exclusively to fulfill the purposes of the Trust and; therefore, SETTLORS and TRUSTEES formally agree in this act, to release the FIDUCIARY from any liability associated with the misuse of the resources administered by the aforementioned authorized persons. The FIDUCIARY shall inform the other parties of the account number of the opened Receiving Account.
  2. That the FIDUCIARY receives the INITIAL CONTRIBUTION of the SETTLORS and TRUSTEES in the aforementioned Receiving Account for the fulfillment of this Contract’s purposes.
  3. That the FIDUCIARY shall retain ownership of all the sums contributed to the present Trust, making investments in the financial instruments as instructed by the TECHNICAL COMMITTEE.
  4. That the FIDUCIARY, upon instructions of the TECHNICAL COMMITTEE, shall make all the ordered payments from the Trust fund, which are to be destined, among other things, to carry out all the necessary actions and activities for the promotion, broadcasting, advertising, and public relations within the tourism sector to attract more domestic and foreign visitors and tourists to the tourist destination known as “LOS CABOS,” which is understood as the area located within the municipality of Los Cabos, in the State of Baja California Sur, Mexico. The Fiduciary is not responsible for the verification of the application or destination of any of the disbursed funds, as the Technical Committee shall perform this function.
  5. Hire the professional services, as instructed by the Technical Committee and covered by the Trust fund, to conduct the necessary studies, such as; marketing, statistical, trends, market research, and socioeconomic and cultural research, whose purpose is to provide elements of specialized knowledge to the entire tourism industry, for better decision-making by the TECHNICAL COMMITTEE; therefore, such instructions and the text of the corresponding document must be authorized by a minimum of one member of the Technical Committee and ratified through the proxy appointed by the Committee. All contracts or agreements that are entered into on behalf of and charged to this Trust shall invariably be approved by THE TECHNICAL COMMITTEE, under previous instructions from the Settlors.
  6. Upon previous instructions from the Technical Committee, and charged to the Trust’s account, carry out the contracting of third parties associated with other public and private entities, national or foreign, public and private trusts: promotional campaigns, advertising, marketing, and public relations that shall have the effect of positioning the tourist destination of “LOS CABOS” as a national and international attraction, even competing with other domestic or foreign destinations; therefore, the text of the corresponding document shall be authorized by a minimum of one member of the Technical Committee and ratified through the proxy appointed by the Committee.
  7. Upon previous instructions from the Technical Committee, to participate in agreements with other tourism associations or trusts, with Federal, State or Municipal Government agencies, in campaigns and promotional actions, advertising, marketing, and public relations that will have the effect of positioning the tourist destination of “LOS CABOS” as a national and international attraction, even competing with other domestic or foreign destinations; therefore, the text of the corresponding document shall be authorized by a minimum of one member of the Technical Committee and ratified through the proxy appointed by the Committee.
  8. Receive individual donations from private individuals and corporate entities, and from Federal, State, and Municipal Government entities, whether in-kind or monetary in nature, that aim to fulfill any of the purposes outlined in this Trust, upon verification of compliance with all legal regulations inherent to the transparency and legal origin of such contributions; therefore, the corresponding receipt with the applicable tax requirements must be issued, and shall be an obligation assumed by the accounting firm hired for this purpose under the instructions of the Technical Committee. In the aforementioned wording, the obligation and responsibility to issue the tax receipts or CFDI (digital tax receipt online) for any income or contribution received will be of the TRUST “BANCA MIFEL, S.A., 3112/2019,” who may issue the corresponding receipt with the applicable tax requirements, an obligation assumed by the accounting firm hired for this purpose under the instructions of the Technical Committee. The accounting firm hired in accordance with the provisions of clause five, numeral 13 of this Contract, shall submit every six months an accounting report to the FIDUCIARY of the receipts issued by the “TRUST,” as set out in the Contract for the provision of services, as agreed upon for such purposes with the third parties. In the understanding that the obligated parties to the Fiduciary will always and at all times shall be the SETTLOR AND TRUSTEES.
  9. Upon previous instructions from the Technical Committee, to make agreements with public or private entities, either national or foreign, from the: tourism sector, specialized transport, financial and banking system, that aim to fulfill any of the purposes outlined in this Trust; therefore, at least one member of the Technical Committee shall authorize the text of the corresponding document and ratify such instructions through the proxy appointed by the Committee.
  10. The responsibility to issue the tax receipts or CFDI (digital tax receipt online) for any income or contribution received will be of the TRUST “BANCA MIFEL, S.A., F-3112/2019,” who may issue the corresponding receipt with the applicable tax requirements, an obligation assumed by the accounting firm hired for this purpose under the instructions of the Technical Committee. The accounting firm hired in accordance with the provisions of clause five, numeral 13 of this Contract, shall submit every six months an accounting report to the to the FIDUCIARY of the receipts issued by the “TRUST,” as set out in the Contract for the provision of services, as agreed upon for such purposes with the third parties. in the understanding that the obligated parties to the Fiduciary will always and at all times be the SETTLOR AND TRUSTEES. Therefore, whenever a third party makes a contribution, it is understood that they shall not be considered neither a Settlor and/nor Trustee.
  11. That on the instructions of the TECHNICAL COMMITTEE, the FIDUCIARY shall sign all acts, contracts, agreements, and all kinds of documents that aim to fulfill any of the purposes outlined in this Trust, as well as to enter Trust contracts, in which they will be considered a Settlor and/or Trustee; therefore, a minimum of one member of the Technical Committee must authorize the text of the corresponding document and ratify such instructions.
  12. Manage the resources in cash, rights, and other assets and obligations of any kind that are obtained for or as a consequence of its objectives and purposes, in accordance with the instructions issued to that effect by the Technical Committee.
  13. Upon instructions from the “TECHNICAL COMMITTEE,” and charged to the Trust’s account, hire the accounting firm indicated by the latter to keep the accounting of the “TRUST,” including:
    i) To formulate and present the notices and tax returns corresponding to the established obligations of the trusts authorized to receive tax deductible donations, under the terms of the applicable legal provisions, as well as the reception of contributions and any legitimate revenue in general,
    ii) To comply with all the tax obligations arising from such revenues, as well as those deriving from this Contract,
    1. iii) To prepare and issue, as the case may be, tax-deductible receipts for the donations it receives, therefore under no circumstances shall it be construed or assumed that BANCA MIFEL, S.A., a Full-Service Bank, MIFEL Financial Group, in their capacity as FIDUCIARY of this Trust, has an obligation to issue a tax-deductible receipt for tax purposes. If the Technical Committee does not give written instructions to the Fiduciary to hire an internal accountant, or the aforementioned accounting firm, within 30 (thirty) days from the date of signing this Contract, or the removal date of the original designee, the Fiduciary shall designate one from those of recognized prestige and professional experience. If none was to accept, it will be considered a serious cause for which the Fiduciary shall either resign to its commission or cease the Trust.
  14. On the instructions of the “TECHNICAL COMMITTEE” and charged to the Trust’s account, to hire the accounting and auditing firm indicated by them, to conduct the audits that must be carried out on the “TRUST’S” assets management.
  15. For the FIDUCIARY, on the instructions of the SETTLORS and TRUSTEES and/or of the TECHNICAL COMMITTEE, to grant before a Notary Public the necessary and sufficient powers in favor of the persons designated by said Committee, for the representation and achievement of any of the purposes outlined in this Trust, as well as for the defense of its assets, on the understanding that the FIDUCIARY shall not be liable for the actions of said proxies, nor are they responsible for the payment of the fees or expenses incurred in carrying out the mandate. The FIDUCIARY shall, in any case, retain the durable power of attorney, including those for titles and credit transactions.
    If the designated proxy(ies) is(are) the Settlor(s) themselves, they hereby are expressly obligated to:
    a) Submit to the Fiduciary a monthly report on the acts and contracts that are executed in accordance with the mandate (including copies of the executed acts).
    b) That in the executed acts, they should be exclusively held as a proxy of the Trust and that under no circumstances are they acting in the exercise of a power of attorney from “BANCA MIFEL, S.A., A FULL-SERVICE BANK, MIFEL FINANCIAL GROUP,” in its capacity as a Credit Institution.
    In the acts executed by their counterpart, they shall agree that they are acting on behalf of the Trust, and the obligations to be undertaken, as well as any contingencies that may arise under such contract, shall only last until the Trust’s assets are depleted. If the proxy appointed by the Technical Committee is a third party, such proxy shall, in a separate document, agree to comply with the obligations set out in the aforementioned paragraphs a), b), and c).
    In the event that the proxies fail to comply with all the provisions mentioned above, the parties provide that it shall constitute a serious cause for the resignation of Fiduciary to its position.
  16. That the FIDUCIARY, on the instructions of the TECHNICAL COMMITTEE, shall carry out, in general, all the necessary actions to facilitate the fulfillment of the purposes outlined in this Trust.
  17. That the FIDUCIARY shall deliver the funds to the TRUSTEE in the amounts instructed in writing by the TECHNICAL COMMITTEE. It is not, in any way, the FIDUCIARY’S responsibility to neither verify the application and destination of any of the executed funds, nor does it have an obligation to obtain any receipt, as this requirement will be fulfilled by the Technical Committee.
  18. When the FIDUCIARY acts on the Technical Committee’s instructions, it will be released from liability, as outlined in article 80 of the Credit Institutions’ Law.
  19. The FIDUCIARY must act as such before the individual or corporate entities with whom they hold legal proceedings, in compliance with the purposes of this TRUST, without assuming any personal responsibility for it.
Fiprotur - Nuestro Fideicomiso

The Board

The Board, referred to as “Technical Committee” for the purposes of the TRUST, has the goal of fully complying with the purposes set forth in the Trust’s Contract, and must be designated through a written instrument provided by the Los Cabos Hotel Association, A.C., and the Baja California Sur Timeshare Developers’ Association.

Structure of the Technical Committee

The Committee will mainly consist of three proprietary members with the necessary alternate members for each position, whose goal must be to fully comply with the purposes outlined in the Trust’s Contract as well as the provisions of this Regulations. The plenary members are:

President:

The President of the Los Cabos Hotel Association, A.C.

Secretary A:

The President of the Baja California Sur Timeshare Developers’ Association.

Secretary B:

The Secretary of the Los Cabos Hotel Association, A.C.

Powers and Responsibilities

  1. To instruct the Fiduciary to open the checking and investment accounts needed for this Trust in BANCA MIFEL, S.A., a Full-Service Bank, MIFEL Financial Group, or in any other Banking Institution of their choice.
  2. It shall be the monitoring and decision-making authority regarding the strategic matters of the Trust, and their instructions shall be issued in writing to the Fiduciary.
  3. To, through the President, instruct the Fiduciary regarding the instruments, values, and terms in which they must invest or withdraw the resources that are part of the Trust’s assets to achieve the best market performance.
  4. To instruct the Fiduciary on the terms and conditions in which the contribution or acquisition of the property must be made.
  5. To instruct the Fiduciary to acquire the necessary or convenient services for the fulfillment of the Trust’s purposes, which shall be billed to the Trust’s account.
  6. To keep a simplified registry to maintain control over the various contributions made by the Settlors, Donors, and Third-Party Contributors on behalf and order of the Settlors.
  7. To evaluate the assets’ investment results and send a monthly report to the Settlors, clearly explaining the assets’ movement details for said month’s report.
  8. To instruct the Fiduciary on the delivery of the amounts to be charged to the Trust’s account, to the extent and until its funds run out, to whomever the Technical Committee instructs for the fulfillment of the Trust’s purposes, highlighting that if the Fiduciary has delegated powers to third parties in accordance with the Technical Committee’s instructions for the disposition of Trust funds, the Settlors hereby release the Fiduciary from any liability in that regard.
  9. To instruct the Fiduciary to enter into agreements modifying this Contract, stating the terms and conditions to carry them out.
  10. To meet at intervals to be determined by said body.
  11. To review and approve the statements issued by the Fiduciary concerning the Trust’s Assets.
  12. To Instruct the Fiduciary to grant or revoke the necessary limited powers of attorney to comply with the purposes outlined in this Trust, instructing the corresponding proxies, with charge to the Trust’s account, to the extent and until its funds run out, on the understanding that the Fiduciary shall neither be liable for the actions of said proxies, nor shall it be responsible for the payment of the fees or expenses incurred in carrying out the mandate. The Fiduciary shall, in any case, retain the ample power of attorney, which it shall exercise on the instructions of the Technical Committee.
  13. Instruct the Fiduciary to grant or revoke the limited powers necessary to comply with the purposes outlined in this Trust, instructing the corresponding proxies, with charge to the Trust’s account, to the extent and until its funds run out, on the understanding that the Fiduciary shall not be liable for the actions of said proxies, nor is it responsible for the payment of their fees or expenses incurred in carrying out the mandate. The Fiduciary shall, in any case, retain the powers of control, which it shall exercise on the instructions of the Technical Committee.
  14. Instruct the Fiduciary to carry out the transfer of property or rights from the Trust’s assets to the persons selected by the Technical Committee, indicating the terms and conditions of the operation, on the understanding that a minimum of one member of the Technical Committee must appear at the signing of the public deed and ratify the instructions.
  15. All other obligations of the Technical Committee that are either necessary or convenient for the exercise of the aforementioned clauses of this Contract and the fulfillment of the Trust’s purposes.
  16. Whenever the FIDUCIARY acts on the Technical Committee’s instructions, it will be released from liability, as outlined in article 80 of the Credit Institutions’ Law.