Fiprotur - Nuestro Fideicomiso

Our Trust

The efficiency to promote domestic and international tourist arrivals to the destination is enhanced with the contributions of the various members of the tourism industry. This way, additional resources for promotional, marketing, and advertising actions in favor of the destination are ensured.

Composition of the Private Trust for the
Promotion of Tourism in Los Cabos

Settlor and
Trustees A:

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

Settlor and
Trustees B:

South Californian Timeshare Developers Association, A.C. (ASUDESTICO).

Settlor and
Trustees C:

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

Fiduciary:

BANCA MIFEL, S.A., a Full-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 will open a bank account in BANCA MIFEL, S.A., A FULL-SERVICE BANK, MIFEL FINANCIAL GROUP, in the name of the present Trust, which shall be referred to as the “RECEIVING ACCOUNT,” as well as the accounts in 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 fund transfers, on 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 agree formally 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 must inform the other parties of the newly opened Receiving Account’s number.
  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 retains 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, on the instructions of the TECHNICAL COMMITTEE, makes 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, diffusion, advertising, and public relations within the tourism sector to attract more visitors and domestic and foreign tourists to the 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. It is not the Fiduciary’s responsibility to verify the application or destination of any of the funds expended, as the Technical Committee will perform this function.
  5. Hire the professional services, on the instructions of the Technical Committee and covered by the Trust fund, to carry out the necessary studies of marketing, statistics, 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, at least one member of the Technical Committee must authorize the text of the corresponding document and ratify such instructions through the proxy appointed by the Committee. Invariably, all contracts or agreements that are entered into on behalf of and charged to this Trust must 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 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, at least one member of the Technical Committee must authorize the text of the corresponding document and ratify such instructions 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, at least one member of the Technical Committee must authorize the text of the corresponding document and ratify such instructions through the proxy appointed by the Committee.
  8. Receive individual donations from private individuals and organizations, 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, an obligation assumed by the accounting firm contracted for this purpose under the instructions of the Technical Committee. In the aforementioned wording, the obligation and responsibility to issue the fiscal 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 contracted for this purpose under the instructions of the Technical Committee.
    The accounting firm contracted in accordance with the provisions of clause five, numeral 13 of this Contract, must submit to the FIDUCIARY a semi-annual accounting of the receipts issued by the “TRUST,” as set out in the Contract for the provision of services, concluded for such purposes with the third parties. On the understanding that the obligated parties to the Fiduciary will always and at all times be the SETTLOR AND TRUSTEES.
  9. Upon previous instructions from the Technical Committee, to make agreements with public or private entities, national or foreign, from the: tourism sector, specialized transport, financial system, and banking, that aim to fulfill any of the purposes outlined in this Trust; therefore, at least one member of the Technical Committee must authorize the text of the corresponding document and ratify such instructions through the proxy appointed by the Committee.
  10. The responsibility to issue the fiscal 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 contracted for this purpose under the instructions of the Technical Committee.
    The accounting firm contracted in accordance with the provisions of clause five, numeral 13 of this Contract, must submit to the FIDUCIARY a semi-annual accounting of the receipts issued by the “TRUST,” as set out in the Contract for the provision of services, concluded for such purposes with the third parties. On the understanding that the obligated parties to the Fiduciary will always and at all times be the SETTLOR AND TRUSTEES. Therefore, if a third party makes a contribution, it is understood that they will not be considered a Settlor and/or Trustee.
  11. That on the instructions of the TECHNICAL COMMITTEE, the FIDUCIARY signs 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 conclude Trust contracts, in which they will be considered a Settlor and/or Trustee; therefore, at least 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 given 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 declarations corresponding to the established obligations of the trusts authorized to receive deductible donations, under the terms of the applicable legal provisions, as well as the reception of contributions and any legitimate income in general,
    ii) To comply with all the tax obligations arising from such incomes, as well as those deriving from this Contract,
    iii) To prepare and issue, as the case may be, tax-deductible receipts for the donations it receives, so 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 on hiring 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 will designate one from among those of recognized prestige and professional experience. If none of them accept, it will be considered a serious issue for which the Fiduciary must resign the 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. That the FIDUCIARY, on the instructions of the SETTLORS and TRUSTEES and/or of the TECHNICAL COMMITTEE, 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 their fees or expenses incurred in carrying out the mandate. The FIDUCIARY shall, in any case, retain the powers of control, as well as the titles and credit transactions.
    If the designated proxy(ies) is(are) the Settlor(s) themselves, they hereby expressly undertake as follows:
    a) Submit to the Fiduciary a monthly accountability on the acts and contracts that are exercised in accordance with the mandate (including copies of the acts concluded).
    b) That in the acts concluded, 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 from “BANCA MIFEL, S.A., A FULL-SERVICE BANK, MIFEL FINANCIAL GROUP,” in its capacity as a Credit Institution.
    c) In the acts carried out by the counterpart, they must agree that they are acting on behalf of the Trust, and only the obligations to be undertaken, as well as any contingencies that may arise under such Contract, will last until the Trust’s estate is depleted. If the proxy appointed by the Technical Committee is a third party, such proxy must, 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 will be considered a serious issue for which the Fiduciary must resign the commission.
  16. That the FIDUCIARY, on the instructions of the TECHNICAL COMMITTEE, carry out, in general, all the necessary actions to facilitate the fulfillment of the purposes outlined in this Trust.
  17. That the FIDUCIARY delivers the money to the TRUSTEE as instructed in writing by the TECHNICAL COMMITTEE. It is not the FIDUCIARY’S responsibility to verify the application and destination of any of the funds expended, nor does it have an obligation to obtain any receipt, as the Technical Committee will perform this function.
  18. When the FIDUCIARY acts on the Technical Committee’s instructions, it will be released from liability, as outlined in article 80 of the Law on Credit Institutions.
  19. The FIDUCIARY must act as such before the natural or legal persons with whom they hold legal proceedings, in compliance with the purposes of this TRUST, without assuming any personal responsibility for it.

Composition and Structure
of the Technical Committee

The Committee will have the objective 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 South Californian Timeshare Developers Association.

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

President:

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

Secretary A:

The President of the South Californian Timeshare Developers Association.

Secretary B:

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

Powers and
Responsibilities of
the Technical Committee

  1. 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 will be the monitoring and decision-making authority regarding the strategic matters of the Trust, and their instructions will be issued in writing to the Fiduciary.
  3. To instruct the Fiduciary through the President regarding the ways, values, and deadlines 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. 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. 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 of the month in question.
  8. Instruct the Fiduciary on the delivery of the money 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 Assets.
  12. 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.
  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 at least one member of the Technical Committee must appear at the signing of the public deed and ratify the instructions.
  15. Other obligations of the Technical Committee that are necessary or convenient for the exercise of the aforementioned and the fulfillment of the Trust’s purposes are set out in other clauses of this Contract.
  16. When the FIDUCIARY acts on the Technical Committee’s instructions, it will be released from liability, as outlined in article 80 of the Law on Credit Institutions.

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Address

Carretera Transpeninsular Km 4.3,
Col. El Tezal, Plaza Providencia II,
Cabo San Lucas, Baja California Sur.
C.P. 23454

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