Purchaser intends to conduct a detailedreview of the Company and its assets, corporate structure, capitalization, operations, properties, policies, management and personneland to consider and determine what, if any, changes would be desirable in light of the circumstances which exist. In particular, Purchaser intends to focuson reestablishing the Company as a leading infrastructure platform in Latin America, with assets and concessions in Peru and inother countries in the region.
In the short term, Purchaser intends to focus, with the support of the Other Shareholders, on thefollowing initiatives:. Plans Related to Compliance Issues:. Plans Related to a Potential Restructuringof the Company:. Plans Related to the Management of the Company:. The stabilityand predictability of cash flows generated by concessions is an attractive factor for a private equity fund such as IG4 Capital. As discussedin more detail in Item 6 below, on July 12, , Purchaser entered into a commitment to subscribe for 22, convertible bonds,par value U.
The Bonds are offered as part of a private placement, which the Company resolved to carry out byway of shareholder resolution passed on November 2, The earliest time that holders of the Bonds may exercise the conversionoption is on the last business day of each month, as of the last business day of the sixth 6 month counted from the issue date.
The initial conversion price subject to adjustment to reflect changes in the number or nominal value of the Common Shares andother situations that dilute the initial conversion price for the Convertible Bonds is the minimum between i U. Such actions could also include additional purchases of Common Shares,including Common Shares represented by ADSs, and purchases of securities convertible or exchangeable into Common Shares, whetherpursuant to one or more open-market purchase programs, through private transactions or through tender offers or otherwise, subjectto applicable U.
In addition, Purchaser may also determine to dispose of its Common Shares which may include, but is notlimited to, transferring some or all of such securities to its affiliates or distributing some or all of such securities to theirrespective partners, members or beneficiaries, as applicable , in whole or in part, at any time and from time to time, subjectto applicable laws, in each case, in open market or private transactions, block sales or otherwise.
Other than as set forth in this Schedule13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth inclauses a through j of Item 4 of Schedule 13D. The responses of the Reporting Personsto Rows 11 through 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The calculation of this percentage isbased on an aggregate ,, Common Shares outstanding as of June 18, , as set forth in the Schedule 14D-9 filed by theCompany with the SEC on June 25, Alvarado Pflucker.
Except as disclosed in this Schedule13D, none of the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in Item 2, beneficiallyowns any Common Shares or has the right to acquire any Common Shares. Each Reporting Person may be deemed toshare the power to vote or to direct the vote of 86,, Common Shares in the aggregate, representing approximately 9.
Each Reporting Persons shares the powerto vote or to direct the vote of the Trust Shares. Except as described in Item 6 below,the Reporting Persons have no power to dispose or direct the disposition of the Common Shares that are the subject of this Schedule13D. Except as disclosed in this Schedule13D, none of the Reporting Persons nor, to the best of their knowledge, any of the other persons identified in Item 2, has thepower to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares which it may be deemedto beneficially own.
As described in more detail in Item 6below, on July 2, , the conditions to the effectiveness of the voting agreements contained in the Amended GH SupplementaryAgreement, the Amended HG Supplementary Agreement and the Trust Agreement, as amended by the Trust Amendment Agreement, were waivedby Purchaser and the counterparties thereto. The information set forth in Item 6 with respect to the waiver of the conditions ishereby incorporated by reference.
Except for the foregoing, no other transactionsin the Common Shares were effected by the Reporting Persons, nor, to the best of their knowledge, any of the other persons identifiedin Item 2, during the sixty 60 days prior to the date of this Schedule 13D. Bethel, Mr.
Dulanto Swayne, Mr. Zavalaand Mr. Rubio are entitled to receive dividends or the proceeds from the sale the Common Shares owned by them in accordance withthe procedures in Sections 6. The distribution of dividends related to, or the proceeds from the sale of, the Common Shares owned by Bethel, Mr.
DulantoSwayne, Mr. Zavala and Mr. Rubio are managed by the Trustee as defined in Item 6 through the collection account associated withthe trust created pursuant to the Trust Agreement. To the best knowledge of the ReportingPersons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of thesale of, the Common Shares that are the subject of this Schedule 13D.
Not applicable. Alvarado Pflucker, Mr. Zavala, Mr. Pursuant to the Second Amendment Agreement,Purchaser entered into the following agreements:. The description of the Tender Offer SupportAgreement and Related Agreements in this Item 6 including in the Offer to Purchase Extract is qualified in its entirety by referenceto the actual language of those agreements, which are filed as Exhibit On July 12, , Purchaser entered intoa commitment to subscribe for 22, convertible bonds, par value U.
The Bonds are offered as part of a privateplacement, which the Company resolved to carry out by way of shareholder resolution passed on November 2, The earliest timethat holders of the Bonds may exercise the conversion option is on the last business day of each month, as of the last businessday of the sixth 6 month counted from the issue date. The initial conversion price subject to adjustment to reflect changesin the number or nominal value of the Common Shares and other situations that dilute the initial conversion price for the ConvertibleBonds is the minimum between i U.
The description of the Convertible BondsCommitment in this Item 6 is qualified in its entirety by reference to the actual language of the commitment, which is filed asExhibit Except as described herein, none of theReporting Persons or, to the knowledge of the Reporting Persons, any of the other persons identified in Item 2 above has any contracts,arrangements, understandings or relationships legal or otherwise with respect to any securities of the Company.
After reasonable inquiry and to the bestof my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 12, Exhibit This Joint Filing Agreement may be executed in anynumber of counterparts, all of which taken together shall constitute one and the same instrument. IG4 Capital. Datedas of August 24, Table of Contents. WHEREAS, in November, , certain Sellersand the Offeror signed a memorandum of understanding MOU regarding a potential transaction and, since then, the Parties havebeen negotiating the terms and conditions that this Agreement would have upon being executed.
NOW THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties to this Agreement hereby agree as follows:. Section 1. As used in this Agreement, the following terms have the meanings set forth below:. Rosanna Tori Devoto, setting forth the terms and conditions for i the assignment of the Political Rights of the Shares held by Mr.
OtherDefined Terms. In addition to the terms defined in Section 1. The following provisions shall be applied wherever appropriate herein:. Section 2. OfferRules and Procedures. The Trust. The Offer. The Transaction Consideration shall be equal to:. Deliverablesby the Sellers. Deliverablesby the Offeror. Proceedingsat Settlement. All proceedings to be taken and all documents to be executed and delivered by all Parties at the SettlementDate shall be deemed to have been taken and executed and delivered simultaneously, and no proceedings shall be deemed taken norany documents executed or delivered until all have been taken, executed and delivered.
If the Withholding Agent is required by applicable Law to deduct or withhold any Tax from any amounts payableto the Sellers pursuant to this Agreement, i the Withholding Agent shall deduct or withhold any amounts that it is requiredto deduct or withhold as per applicable Law, ii the Withholding Agent shall timely pay to the applicable Governmental Entitythe full amount deducted or withheld and iii the Parties shall request the Withholding Agent to provide the Sellers andthe Offeror with proof of payment of such amounts paid to the applicable Governmental Entity by the Withholding Agent within ten 10 days of making such payment.
The Offeror shall not withhold or deduct any amount from the Transaction Consideration which for the avoidance of doubt shall not prevent the Withholding Agent from deducting or withholding amounts hereunder. Tothe extent that amounts are so deducted or withheld pursuant to this Section 2.
In no event shall the Offeror be obligated to pay to the Sellers or the Minority Shareholders any additional amountsto compensate for any such deduction or withholding. The Sellers represent and warrant to theOfferor that being each Seller severally —and not jointly— liable for the representations and warranties given below :. Section 3.
Organizationand Existence. Each Seller who is not a natural person is a company limited by shares, duly incorporated and validly existingunder the laws of its. The Sellers are not, and will not become as a result of the transactions set forth in the Transaction Documents,insolvent, bankrupt or subject to a similar proceeding and is not a party to a restructuring or reorganization.
If applicable,each Seller is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualificationnecessary, except where the failure to be so qualified would not reasonably be expected to impair or delay the ability of suchSellers to consummate the transactions contemplated by the Transaction Documents or otherwise perform its obligations hereunderand thereunder.
All Sellers have necessary power and authority to execute and deliver the Transaction Documents and to perform their obligationshereunder and thereunder and to carry out, or cause to be carried out, the transactions set forth in the Transaction Documents. Other than as set forth in Schedule 3. The execution, delivery and performance by the Sellers of the Transaction Documents does not, and the consummation by the Sellersof the transactions contemplated hereby and thereby will not, result in any breach of, constitute a default under, contraveneor violate a any provision of the memorandum and articles of association of the Sellers, b any applicable Law towhich the Sellers are subject, or c any provision of, or result in the termination or acceleration of, require a consentor approval under, or entitle any party to terminate, amend, accelerate, increase the obligations under, modify the terms of,cause the Loss of any right or benefit, or cancel, or result in the imposition of any Encumbrance upon the Transferred Sharesor the Trust Shares pursuant to any Contract to which the Sellers is a party.
No transfer by any of the Sellers is being made,and no obligation is being incurred by any Seller with the intent to hinder, delay, or defraud either present or future creditorsof such Seller. Except as set forth in the Supplementary Agreements and in Annex J , there is no Action pending or, to the Knowledge ofthe Sellers, threatened by or against any of the Sellers, any of its Affiliates or any of its offices, directors, employees orstockholders, in such capacity, which challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated bythe Transaction Documents.
Except as set forth in Supplementary Agreements and in Annex J , the Sellers are not, and noneof its assets or properties are, subject to any Governmental Order nor to the Knowledge of the Sellers, are there any such GovernmentalOrders threatened to be imposed by any Governmental Entity , which could affect the legality, validity or enforceability of theTransaction Documents or the consummation of the transactions contemplated hereby and thereby.
Ownershipand Capital Stock. The Sellers are the sole registered and beneficial owners of, and have good and valid title to the Sharesset forth in column 2 of Annex A , free and clear of all Encumbrances, except as set forth in the Supplementary Agreements,and the Shares represent approximately NoOther Representations or Warranties.
Except for the representations and warranties expressly set forth in this Article IIIneither the Sellers, nor any other Person, make any express or implied representation or warranty with respect to the Sellers,and the Sellers hereby disclaim any and all other representations or warranties with respect to themselves.
The Offeror hereby represents and warrantsto the Sellers as follows:. Section 4. The Offeror is a corporation duly incorporated and validly existing under the laws of Scotland and has thecorporate power and authority required to enter into the Transaction Documents and consummate the transactions contemplated herebyand thereby. The Offeror is duly qualified to do business in each jurisdiction where the nature of its business or propertiesmakes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to materiallyimpair or delay the ability of the Offeror to consummate the transactions contemplated by the Transaction Documents or otherwiseperform its obligations hereunder and thereunder.
The Offeror has all necessary power and authority to execute and deliver the Transaction Documents and to perform its obligationshereunder and thereunder and to carry out, or cause to be carried out, the transactions set forth in the Transaction Documents. Except as expressly provided herein or in the other Transaction Documents, no Consent of or Filing with any Governmental Entityis required to be made or obtained by the Offeror in connection with the authorization, execution, delivery and performance bythe Offeror of the Transaction Documents or the consummation by the Offeror of the transactions contemplated hereby, other thansuch Consents and Filings the failure of which to obtain or make would not reasonably be expected to materially impair or delaythe ability of the Offeror to consummate the transactions contemplated by the Transaction Documents or otherwise perform its obligationshereunder and thereunder.
The execution, delivery and performance by the Offeror of the Transaction Documents does not, and the consummation by the Offerorof the transactions contemplated hereby will not, result in any breach of, constitute a default under, contravene or violate a anyprovision of the by-laws or other organizational documents of the Offeror, b any applicable Law to which the Offeror issubject or c any provision of, or result in the termination or acceleration of, require consent or approval under, or entitleany party to terminate, amend, accelerate, increase the obligation under, modify the terms of, any obligation or indebtednesspursuant to any agreement to which the Offeror is a party or by which the Offeror is bound, except in the case of clauses b and c as would not reasonably be expected to have a Material Adverse Effect on the ability of the Offeror to consummate thetransactions contemplated by the Transaction Documents.
There is no Action pending or, to the Knowledge of the Offeror, threatened by or against the Offeror or any of its Affiliatesor any of its officers, directors, employees or stockholders, in such capacity, which challenge or seek to prevent,. The Offeror is not, and none of its assets or properties are, subject to any Governmental Order norto the Knowledge of the Offeror, are there any such Governmental Orders threatened to be imposed by any Governmental Entity whichcould affect the legality, validity or enforceability of the Transaction Documents or the consummation of the transactions contemplatedhereby and thereby.
Notwithstanding anythingcontained in this Agreement to the contrary, the Offeror acknowledges and agrees that its obligations hereunder are not conditionedin any manner whatsoever upon it obtaining the Funds. The Funds have a licit origin and none of the sources of the Funds are fromillegal or fraudulent activities, including corruption, organized criminal activities, terrorism or fraud.
The Offerorhas not made or proposed any arrangement or other form of general agreement or solicitation with its creditors or any class ofcreditors. The Offeror acknowledgesthat, in connection with the transactions contemplated by this Agreement, A no transfer of property is being made and noobligation is being incurred with the intent to hinder, delay or defraud either present or future creditors of the Offeror, theSellers or the Company, and B the Offeror has not incurred, and does not plan to incur, debts beyond its ability to payas they become absolute and matured.
The Offeror is a sophisticated entity which is knowledgeable about the industry and the regions in which the Company operates,experienced in the acquisition and management of businesses and able to bear the economic risk associated with the transactionscontemplated hereunder and under the other Transaction Documents. The Offeror has such knowledge and experience, and hasmade investments of a similar nature, as to be aware of the substantial risks and uncertainties inherent in the transactions ofthe type contemplated by this Agreement and other Transaction Documents and has independently, and without reliance upon the Sellers except for the representations and warranties set forth in Article III , and based on such information as the Offeror hasdeemed appropriate as provided by the Sellers , made its own analysis and decision to enter into this Agreement.
The Offerorhas engaged expert advisors and has the opportunity to review data and other information with respect to the respective businessesand properties of the Company as the Offeror has deemed necessary in its sole judgment to evaluate the transactions contemplatedby this Agreement and the other Transaction Documents. The Offeror has reviewed public information of the Company. The representations and warranties of the Sellers expressly set forth in Article III constitute the sole and exclusiverepresentations and warranties of the Sellers to the Offeror in connection with this Agreement, and the transactionscontemplated hereby, and the Offeror understands, acknowledges and agrees that, except as expressly set forth in Article III,all other representations and warranties of any kind or nature expressed or implied including, any relating to future or historicalfinancial condition, results of operations, assets or liabilities of the Company or the quality, quantity or condition of theassets of the Company are specifically disclaimed by the Sellers, and the Sellers make or provide no other warranty or representation,and the Offeror hereby waives any other warranty or representation, in each case, express or implied, as to the quality, merchantability,fitness for a particular purpose or condition of the Company or their business.
Except for the representations and warranties expressly set forth in this Article IV,the Offeror does not make any express or implied representation or warranty, and the Offeror hereby disclaims any and all otherrepresentations or warranties. Section 5. Conductof Sellers. From the date hereof and until the Settlement Date or earlier termination of this Agreement in accordance withSection 7.
Consentsand Approvals. All costs and expenses, including fees and disbursements of counsel, financial advisorsand accountants, incurred in connection with the Transaction Documents and the transactions contemplated hereby and thereby shallbe paid by the party incurring such costs and expenses. The Sellers and the Offeror shall cooperate in timely making all filings,Tax Returns, reports and forms relating to Transfer Taxes as may be required to comply with the provisions of such Transfer Taxlaws.
Unless otherwise required by applicable Law, the Offeror and the Sellers: a shall communicate with each other and cooperatewith each other prior to any public disclosure of the transactions contemplated by this Agreement, b shall not issue anypress release or make any such public statement prior to such consultation and c agree not to disclose, divulge or disseminate without the prior written consent of the other party the content.
After the applicable Settlement Date, the Offeror, as a shareholder of the Company, i shall not actively promoteany possible manager liability actions against Mr. The Offeror shall comply with this clause to the extent it does not incurin any breach of legal obligations of the Company or in any illegal conduct. In such case it will be excused from complying.
Section 6. The obligations of the Offeror with respect to the commencementof the Offer at the Offer Notice Date are subject to the satisfaction or waiver in writing by the Offeror at or prior to theOffer Notice Date of the following conditions:. The competent Jersey authorities consent, subject to fulfilling certain conditions by the Offeror, to the launch of the Offer;.
The Supplementary Agreements shall have been entered into by the parties thereof. Each of the covenants contained in this Agreement required to be complied with by the Sellers on or before the Offer Notice Dateshall have been complied with in all material respects.
Conditionsto Obligations of the Sellers to Accept the Offer. The obligations of the Sellers with respect to the commencement of theOffer at the Offer Notice Date, and to accept the Offer, are subject to the satisfaction or waiver in writing by the Sellers at or prior to the Offer Notice Date and the Acceptance Date, respectively, of the following conditions: NoLegal Obstruction. No Governmental Entity shall have enacted, issued or promulgated any applicable Law or Governmental Orderafter the date of this Agreement that remains outstanding at the Offer Notice Date and the Acceptance Date, addressed to any ofthe Sellers that precludes them from tendering their Shares in the OPA, in which case the corresponding Seller will not be obligedto accept the Offer.
The representations and warranties of the Offeror contained herein other than the representations and warrantiesof the Offeror set forth in Section 4. Each of the covenants contained in this Agreement required to be complied with by the Offeror on or before the Offer Notice Dateand the Acceptance Date shall have been complied with in all material respects. Without prejudice to Section 6. For theavoidance of doubt, the Shares transferred to the Trust pursuant to this Agreement and the Trust Agreement and the Shares referredto in the Supplementary Agreements will be counted for purposes of reaching the threshold mentioned in i above.
Section 7. Groundsfor Termination. This Agreement may be terminated:. If the Sellers terminatethe Agreement pursuant to this Section 7. Effectof Termination. AdditionalRights and Remedies. The Parties acknowledge and agree that nothing in this Article VII shall prejudice or limit anyrights or remedies which may otherwise be available to the Sellers under this Agreement or pursuant to applicable Law, includingthe right to claim damages.
Section 8. All notices and other communications under this Agreement among the Parties hereto shall be in writing and shall be deemed given a when delivered personally by hand with written confirmation of receipt , b when sent by electronic mail withwritten confirmation of receipt or c two 2 Business Days following the day sent by internationally recognized courierservice with written confirmation of receipt , in each case at the following addresses or to such other address as a party mayhave specified by notice given to the other party pursuant to this provision ; provided that notices received ona day that is not a Business Day or after the close of business on a Business Day will be deemed to be effective on the next BusinessDay:.
Santo Toribio , Edificio Real 8, Of. Lima, Peru Email: malvarado map. Sociedad Agente de Bolsa Av. Santo Toribio Nro. BlancoCaceres btgpactual. Schedulesand Annexes. All Schedules and Annexes attached hereto and referred to herein are hereby incorporated herein and made a partof this Agreement for all purposes as if fully set forth herein.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affectthe validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereofto any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, i a suitable and equitableprovision shall be substituted therefor in order to carry out, so far as may be valid or enforceable, such provision and ii theremainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by suchinvalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision,or the application thereof, in any other jurisdiction.
The Offeror expressly acknowledges that this Agreement and each of the transactions contemplated hereby are subject to the termsand conditions of the confidentiality obligations set forth in the MOU, which are herein ratified, except when the. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall,taken together, be considered one and the same agreement. This Agreement together with the Transaction Documents, Schedules and Annexes constitutes the entire agreementand supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matterhereof; provided that the confidentiality obligations under the MOU shall continue to be in full force and effectnotwithstanding the execution or termination of this Agreement.
NoThird-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and thesuccessors and permitted assigns of the parties hereto, and nothing in this Agreement, express or implied, is intended to or shallconfer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Amendmentsand Waivers. This Agreement may not be amended except by an instrument in writing signed on behalf of the Offeror and theSellers.
The Parties hereto may, by an instrument in writing signed on behalf of such party, waive compliance by any other partywith any term or provision of this Agreement that such other party was or is obligated to comply with or perform. No failure ordelay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any singleor partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision ofthis Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement and all claims arising out of or relating to it shall be governed by and construed in accordance withthe laws of the Republic of Peru.
The claimant s shall nominate one arbitratorin the request for arbitration and the respondent s shall nominate one arbitrator in their answer to the request for arbitration. The two party-nominated arbitrators will then attempt to agree for a period of thirty 30 calendar days, in consultation withthe Parties to the arbitration, upon the nomination of a third arbitrator to act as president of the tribunal, barring which theCCL Court shall select the third arbitrator.
The place of arbitration shall be Lima, Peru, wherethe arbitration award shall be rendered. The language of the arbitration shall be Spanish and the arbitral award shall be renderedin Spanish. The arbitratorsmay not decide ex aequo et bono. The Parties heretoagree that by submitting the dispute, controversy or claim to arbitration under the CCL Rules, the Parties undertake to implementany final award rendered by the arbitral tribunal without delay.
For the purpose of the enforcement of an award, the Parties irrevocablyand unconditionally submit to the jurisdiction of a competent court in any jurisdiction in which a Party may have assets and waiveany defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
This Agreement and the rights andobligations of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder. The Parties hereby unconditionally and irrevocably submit to the non-exclusivejurisdiction of the Peruvian Courts for such purpose and for any action to enforce any arbitration award rendered hereunder, andwaive any right to stay or dismiss any such actions or proceedings brought before the Peruvian Courts on the basis of forum nonconveniens or improper venue.
Without prejudice to such provisional remedies as may be available under the jurisdiction ofa national court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to requestthat any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failureof any party to respect the arbitral tribunal's orders to that effect.
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties hereto without theprior written consent of each of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inureto the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any attempted assignmentin violation of the terms of this Section 8. All payments hereunder shall be made in Soles.
Headings;Table of Contents. The article and section headings in this Agreement including the Schedules and Annexes are inserted forconvenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement including the Schedulesand Annexes.
Annex A. List of shareholders and distributionof the Shares. Shares to be tendered in OPA. Syndication Agreement. As of the date hereof such Shares representwith respect to all the shares issued by the Company:. Annex B. Form of Acceptance Letter. Lima, [Fecha] de Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will not match a fund's current or anticipated investments exactly.
A fund may invest in futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not track the performance of the fund's other investments. Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well.
Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases.
If price changes in a fund's futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated with the purchase of the physical commodity.
Futures contracts on U. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to the manner in which the underlying U. Government securities reacted. To the extent, however, that a fund enters into such futures contracts, the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.
Government securities. Thus, the anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the participation of speculators in such markets.
By purchasing a put option, the purchaser obtains the right but not the obligation to sell the option's underlying instrument at a fixed strike price. In return for this right, the purchaser pays the current market price for the option known as the option premium. Options have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or commodities prices, and futures contracts including commodity futures contracts.
Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be settled through cash payments.
A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists. The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially.
However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss limited to the amount of the premium, plus related transaction costs. The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right but not the obligation to purchase, rather than sell, the underlying instrument at the option's strike price.
A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls. At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the option.
The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes.
When writing an option on a futures contract, a fund will be required to make margin payments to an FCM as described above for futures contracts. If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price.
If the underlying instrument's price falls, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline. Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as applicable, in return for the strike price, upon exercise of the option.
The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.
Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out the put or call option on the secondary market may move more or less than the price of the related security. There is no assurance a liquid market will exist for any particular options contract at any particular time.
Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. If the market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value.
As a result, a fund's access to other assets held to cover its options positions could also be impaired. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options options not traded on exchanges generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the exchanges where they are traded.
Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out. A fund may also buy and sell options on swaps swaptions , which are generally options on interest rate swaps.
An option on a swap gives a party the right but not the obligation to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a greater degree of risk when it writes sells an option on a swap than it will incur when it purchases an option on a swap.
When a fund purchases an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement.
A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments.
Options on swaps may involve risks similar to those discussed below in "Swap Agreements. Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not track the performance of the fund's other investments.
Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts.
A fund may purchase or sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.
Swap Agreements except equity index funds. Swap agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are transacted through FCMs that are members of central clearinghouses with the clearinghouse serving as a central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more payments based, for example, on the returns or differentials in rates of return earned or realized on particular predetermined investments or instruments such as securities, commodities, indexes, or other financial or economic interests.
The gross payments to be exchanged between the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed. Swap agreements can take many different forms and are known by a variety of names, including interest rate swaps where the parties exchange a floating rate for a fixed rate , asset swaps e.
Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price.
Certain standardized swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap.
However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which could reduce the distinction.
A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the market value of the assets underlying such contract which can include a security or other instrument, commodity, index or baskets thereof during the specified period. A fund may use total return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference entity or underlying asset.
A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities.
In an unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.
Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated.
If a fund is the credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller. In the case of a physically settled credit default swap in which a fund is the protection seller, the fund must be prepared to pay par for and take possession of debt of a defaulted issuer delivered to the fund by the credit default protection buyer.
Any loss would be offset by the premium payments the fund receives as the seller of credit default protection. This risk for cleared swaps is generally lower than for uncleared swaps since the counterparty is a clearinghouse, but there can be no assurance that a clearinghouse or its members will satisfy its obligations. If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially resulting in a loss to the fund.
Although there can be no assurance that a fund will be able to do so, a fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or another creditworthy party.
A fund may have limited ability to eliminate its exposure under a credit default swap if the credit of the reference entity or underlying asset has declined. A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty.
In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the counterparty.
Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for a fund.
While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex and often valued subjectively. Swap Agreements equity index funds only.
Under a typical equity swap agreement, a counterparty such as a bank or broker-dealer agrees to pay a fund a return equal to the dividend payments and increase in value, if any, of an index or group of stocks, or of a stock, and the fund agrees in return to pay a fixed or floating rate of interest, plus any declines in value of the index. Swap agreements can also have features providing for maximum or minimum exposure to a designated index.
In order to hedge its exposure effectively, a fund would generally have to own other assets returning approximately the same amount as the interest rate payable by the fund under the swap agreement. Swap agreements allow a fund to acquire or reduce credit exposure to a particular issuer, asset, or basket of assets. The most significant factor in the performance of swap agreements is the change in value of the specific index, security, or currency, or other factors that determine the amounts of payments due to and from a fund.
If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially resulting in a loss to the fund and impairing the fund's correlation with its applicable index. Although there can be no assurance that a fund will be able to do so, a fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an offsetting swap agreement with the same party or another more creditworthy party.
Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a reference instrument or financial strength of a reference entity e. Another example is contingent convertible securities, which are fixed income securities that, under certain circumstances, either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage if the issuer's capital ratio falls below a predetermined trigger level.
The liquidation value of such a security may be reduced upon a regulatory action and without the need for a bankruptcy proceeding. Preferred securities may take the form of preferred stock and represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims of those who own preferred and common stock.
The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may include the possibility of significant changes in the value of any applicable reference instrument.
Such risks may depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates.
In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities. Illiquid Investments means any investment that cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
Difficulty in selling or disposing of illiquid investments may result in a loss or may be costly to a fund. Various market, trading and investment-specific factors may be considered in determining the liquidity of a fund's investments including, but not limited to 1 the existence of an active trading market, 2 the nature of the security and the market in which it trades, 3 the number, diversity, and quality of dealers and prospective purchasers in the marketplace, 4 the frequency, volume, and volatility of trade and price quotations, 5 bid-ask spreads, 6 dates of issuance and maturity, 7 demand, put or tender features, and 8 restrictions on trading or transferring the investment.
Fidelity classifies certain investments as illiquid based upon these criteria. Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the financial downturn.
Although high debt levels do not necessarily indicate or cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented. A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a country to sell additional debt, thereby increasing refinancing risk.
A high national debt also raises concerns that a government will not be able to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
The market prices and yields of securities supported by the full faith and credit of the U. Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by reference to a specific instrument, statistic, or measure.
Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.
Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of direct ownership. Inflation-protected securities, for example, can be indexed to a measure of inflation, such as the Consumer Price Index CPI. Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.
Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other. The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed, and may also be influenced by interest rate changes in the United States and abroad.
Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U. Government agencies. In calculating a fund's dividends, index-based adjustments may be considered income.
Insolvency of Issuers, Counterparties, and Intermediaries. Issuers of fund portfolio securities or counterparties to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased illiquidity, and other unpredictable occurrences may negatively impact an investment.
Each of these risks may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the U. As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and the results of related proceedings can be unpredictable.
If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the counterparty.
In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions.
If an intermediary becomes insolvent, while securities positions and other holdings may be protected by U. Receiving the benefit of these protections can also take time to resolve, which may result in illiquid positions.
Interfund Borrowing and Lending Program. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U. Government securities as well as repurchase agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating.
Some investment-grade debt securities may possess speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization NRSRO with the SEC for example, Moody's Investors Service, Inc.
For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into account normal settlement periods. Investment in Wholly-Owned Subsidiary. Unlike the fund, the Subsidiary is not registered under the Act and therefore is not subject to the investor protections of the Act.
The Subsidiary is expected to invest primarily in commodity-linked derivative investments. As a result, the Subsidiary is subject to risks similar to those of the fund, including the risks of investing in derivatives and commodity-linked investing in general. Changes in U. Loans and Other Direct Debt Instruments.
Direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates loans and loan participations , to suppliers of goods or services trade claims or other receivables , or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower on demand.
A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation from a lender or other purchaser of a participation. A fund also may acquire loans directly at the time of the loan's closing.
Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled interest or principal payments.
However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's obligation, or that the collateral could be liquidated. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due. Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve additional risks.
In addition, it is conceivable that under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary. A loan is often administered by a bank or other financial institution that acts as agent for all holders.
The agent administers the terms of the loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower.
If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.
In the case of loan participations where a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.
A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders. Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect to the payment of interest and repayment of principal, or may be in default.
These securities are often considered to be speculative and involve greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates.
The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality debt securities and the ability of outside pricing services to value lower-quality debt securities. Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing securities of this type.
Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage, earnings prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future. Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions.
A mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations or "CMOs" , make payments of both principal and interest at a range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity like a typical bond.
Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties. Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual securities.
In the case of a stripped mortgage security, the holder of the "principal-only" security PO receives the principal payments made by the underlying mortgage, while the holder of the "interest-only" security IO receives interest payments from the same underlying mortgage.
Fannie Mae and Freddie Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered corporations supervised by the U. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae and Freddie Mac are authorized to borrow from the U. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by the full faith and credit of the U.
Freddie Mac will offer investors the opportunity to exchange outstanding legacy mortgage-backed securities for mirror UMBS with a day remittance period. The exchange offer includes compensation for the day delay in receipt of payments. The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates.
In addition, regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current interest rate.
Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in interest rates than those of non-stripped mortgage securities.
A fund may seek to earn additional income by using a trading strategy commonly known as "mortgage dollar rolls" or "reverse mortgage dollar rolls" that involves selling or buying mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase or sell mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that are permissible investments for the fund.
During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.
This trading strategy may increase interest rate exposure and result in an increased portfolio turnover rate which increases costs and may increase taxable gains. Put Features entitle the holder to sell a security back to the issuer at any time or at specified intervals. In exchange for this benefit, a fund may accept a lower interest rate.
Securities with put features are subject to the risk that the put provider is unable to honor the put feature purchase the security. Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the environment.
Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the Act.
The value of these debt securities may be affected by changes in the value of the underlying property owned by the trusts, the creditworthiness of the trusts, interest rates, and tax and regulatory requirements.
Real estate investment trusts are dependent upon management skill and the cash flow generated by the properties owned by the trusts. Real estate investment trusts are at the risk of the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the Act.
Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the economic downturn led the U. Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity.
Reforms are ongoing and their effects are uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable.
Reforms may also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments. The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests.
In the event of such a disturbance, the issuers of securities held by a fund may experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by increased restrictions on their business operations or other government intervention.
In addition, it is not certain that the U. Government or foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted. Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price.
The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security.
In addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its right to liquidate assets related to a repurchase agreement with an insolvent counterparty. Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of Act , or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it may be permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security. Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time.
Such transactions may increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage. Securities Lending. Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the fund with collateral in an amount at least equal to the value of the securities loaned.
The fund seeks to maintain the ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral.
These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation. Securities of Other Investment Companies, including shares of closed-end investment companies which include business development companies BDCs , unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio management fees and operating expenses.
Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant.
Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.
The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such securities and the possibility that the fund's long-term returns on such securities will be diminished. A fund's ability to invest in securities of other investment companies may be limited by federal securities laws.
To the extent a fund acquires securities issued by unaffiliated investment companies, the Adviser's access to information regarding such underlying fund's portfolio may be limited and subject to such fund's policies regarding disclosure of fund holdings. A fund that seeks to track the performance of a particular index could invest in investment companies that seek to track the performance of indexes other than the index that the fund seeks to track.
Short Sales "Against the Box" are short sales of securities that a fund owns or has the right to obtain equivalent in kind or amount to the securities sold short. If a fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short or securities convertible or exchangeable into such securities and will be required to hold such securities while the short sale is outstanding.
Short sales against the box could be used to protect the NAV of a money market fund in anticipation of increased interest rates, without sacrificing the current yield of the securities sold short. A money market fund will incur transaction costs in connection with opening and closing short sales against the box.
A fund other than a money market fund will incur transaction costs, including interest expenses, in connection with opening, maintaining, and closing short sales against the box. Short Sales. Stocks underlying a fund's convertible security holdings can be sold short.
For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short.
Europa EEUU. De acuerdo a su practica Normas internacionales Coincidencias en todos los caso Son abstractas e independientes Las obligaciones documentarias. Es decir, son documentos que se utilizan. Presentaciones similares. Cancelar Descargar. Por favor, espere. Copiar al portapapeles. Sobre el proyecto SlidePlayer Condiciones de uso. All rights reserved. To make this website work, we log user data and share it with processors. However, the forex or currency market is a decentralized market.
There isn't one "exchange" where every trade is recorded. Trading takes place all over the world on multiple exchanges without the single characterization of an exchange listing. Also, there is no clearinghouse for FX transactions. Instead, each market maker or financial institution records and maintains their own trades.
Trading in a decentralized market has its advantages and disadvantages. In a centralized market, traders can monitor volume in the overall market. However, in times when trading volume is thin, large multi-billion-dollar transactions can impact prices disproportionately. Conversely, in the forex market, trades are made in the specific time zones of that particular region.
For example, European trading opens in the early morning hours for U. As a result of the currency market's hour cycle, spanning multiple trading sessions, it's difficult for one large trade to manipulate a currency's price in all three trading sessions. The international nature of the interbank market can make it difficult to regulate.
However, with such important players in the market, self-regulation is sometimes even more effective than government regulations. The CFTC regulates brokers to ensure that they meet strict financial standards. Currencies are quoted in pairs using two different prices, call the bid and ask price. The bid and ask prices are similar to how equities are traded. The bid price is the price you would receive if you were selling the currency and the ask price is the price you would receive if you were buying the currency.
The difference between the bid and ask prices of a currency is known as the bid-ask spread , which represents the cost of trading currencies minus broker fees and commissions. The primary market makers who make the bid and ask spreads in the currency market are the largest banks in the world. These banks deal with each other constantly either on behalf of themselves or their customers—and they do so through a subsegment of the forex market known as the interbank market.
The interbank market combines elements of interbank trades, institutional investing, and trades from corporations through their financial institutions. The buy and sell rates from all of these players and their transactions form the basis for prevailing currency rates—or the market— from which pricing is determined for all other participants.
The competition between the interbank institutions ensures tight bid-ask spreads and fair pricing. Most individuals can't access the pricing available on the interbank forex market since their transaction size isn't large enough to be traded by the interbank players. In other words, the forex market is a volume-discounted business, meaning the larger the trade, the closer the rate will be to the interbank or market rate.
However, the interbank participants are important to retail investors since the more players involved, the more liquidity exists in the market, and the greater likelihood for price fluctuations, which can lead to trading opportunities. The added liquidity also allows retail investors to get in and out of their trades with ease since there's so much volume being traded. Most of the total forex volume is transacted through about 10 banks. The elite group of institutional investment banks is primarily responsible for making prices for the bank's interbank and institutional clients and for offsetting that risk with other clients on the opposite side of the trade.
Each bank is structured differently, but most banks will have a separate group known as the Foreign Exchange Sales and Trading Department. The sales and trading desk is generally responsible for taking the orders from the client, obtaining a quote from the spot trader and relaying the quote to the client to see if they want to deal on it.
Although online foreign exchange trading is becoming more common, many corporations still deal directly with an FX advisor on a trading desk of a financial institution. The advisors also provide risk management strategies for companies designed to mitigate adverse movements in currency exchange rates. Typically, on the larger trading desks, one or two market makers might be responsible for each currency pair.
The Australian dollar dealer might also be responsible for the New Zealand dollar while there might be a separate dealer making quotes for the Canadian dollar. Forex interbank desks generally deal only in the most popular currency pairs called the majors. Additionally, trading units may have a designated dealer that is responsible for the exotic currencies or exotic currency trades such as the Mexican peso and the South African rand. Just like the forex market comprehensively, the forex interbank market is available 24 hours.
Bank dealers will determine their prices based upon a variety of factors, including the current market rate and the volume available or liquidity at the current price level. If liquidity is thin, a trader might be reluctant to take on a position in a currency that would be difficult to unwind if something went wrong in the market or with that country.
If a trader takes on a position in a thin market, the spread will typically be wider to compensate for the risk of not being able to get out of the position quickly if a negative event occurs. This is why the forex market usually experiences wider bid-ask spreads at certain times of the day and week, such as a Friday afternoon before the U. An interbank trader also considers the bank's forecast or view on where the currency pair might be headed and their inventory positions.
If the dealer believes that the euro is headed higher, for example, they may be willing to offer a more competitive rate to clients who want to sell them euros because the dealer believes that they can hold onto the euro position for a few hours and book an offsetting trade later in the day at a better price—earning a few pips in profit.
The flexible nature of market prices is something that is unique to market makers that do not offer a fixed spread. Similar to the way we see prices on an electronic forex broker's platform , there are two primary platforms that interbank traders use: One is offered by Reuters Dealing, and the other is offered by the Electronic Brokerage Service EBS.
The forex interbank market is a credit approved system in which banks trade based solely on the credit relationships they have established. All of the banks can see the best market rates currently available. However, each bank must have an authorized relationship to trade at the rates being offered.
The bigger the banks, the more credit relationships they can have, and the better pricing they will be able to access. The same is true for clients, such as retail forex brokers. The larger the retail forex broker in terms of capital available, the more favorable pricing it can get from the forex market.
En proceso : cuando se ejecuta satisfactoriamente el alta de Contrato de Carta Fianza. Emitida : cuando se emite tu Carta Fianza. Una vez finalizado el proceso, daremos de alta tu solicitud y emitiremos tu Carta Fianza.
FAQs Preguntas frecuentes. Ver todas las FAQs. Anterior Siguiente. Financiamiento Cartas Fianza Carta Fianza. Memoria Financiera. Investor Relations. SOS Cliente. Empleo en BBVA. Noticias en BBVA. BBVA Research. Sala de Prensa. Recomendaciones de productos, tasas y tarifas. Tips del Tarifario. Europa EEUU. De acuerdo a su practica Normas internacionales Coincidencias en todos los caso Son abstractas e independientes Las obligaciones documentarias.
Es decir, son documentos que se utilizan. Presentaciones similares. Cancelar Descargar. Por favor, espere. Copiar al portapapeles. Sobre el proyecto SlidePlayer Condiciones de uso. All rights reserved. To make this website work, we log user data and share it with processors.