8.2 INGENIERÍA DE LAS OBRAS
8.2.2 Ingeniería de la zona de transformación
The Fund offers its Class A Shares at a public offering price equal to the net asset value per share next determined as of each Business Day, plus varying initial sales charges as set forth below:
Class A Shares - Initial Sales Charge
Amount of Investment % of Offering Price % of Amount Investment Broker/Dealer’s Reallowance as % of Offering Price Less than $100,000 2.75% 2.83% 2.50% $100,000 - $249,999 2.50% 2.56% 2.25% $250,000 - $499,999 2.25% 2.30% 2.00% $500,000 - $999,999 2.00% 2.04% 1.75% $1,000,000 – 1,999,999 1.50% 1.52% 1.25% $2,000,000 - and over 0.00% 0.00% 0.00%
A contingent deferred sales charge of 1.00% will be assessed on redemptions of Class A Shares made within one year after purchase where no initial sales charge was paid at time of purchase as part of an investment of $2,000,000 or more (whether in a single transaction or in several transactions pursuant to such shareholder’s Right of Accumulation or a Letter of Intent); otherwise, Class A Shares are not subject to a contingent deferred sales charge upon redemption. However, Class A Shares held for 60 days or less are subject to a redemption fee upon redemption. See “Redemption of Shares—Redemption Fees.”
Initial Sales Charge Waivers. Purchases of Class A Shares may be made at the net asset value without a sales charge in the following circumstances: (a) sales of shares of Common Stock to Directors or officers of the Fund and employees of Santander and its subsidiaries and affiliates (including the Distributor and the Investment Adviser), or to the spouse and children of such persons (including the surviving spouse of a deceased director, officer or employee, and retired directors, officers or employees), or sales to any trust, pension, profit-sharing or other benefit plan for such persons provided such sales are made upon the assurance of the purchaser that the purchase is made for investment purposes and that the securities will not be resold except through redemption or repurchase; (b) offers of shares of Common Stock to any other investment company in connection with the combination of such company with the Fund by merger, acquisition of assets or otherwise; (c) purchases of shares of Common Stock by any client of a newly employed Santander Securities financial consultant (for a period up to 90 days from the commencement of the financial consultant’s employment with the Distributor), on the condition the purchase of shares of Common Stock is made with the proceeds of the redemption of shares of a mutual fund which (i) was sold to the client by the financial consultant and (ii) was subject to a sales charge; (d) purchases by shareholders who have redeemed shares of Common Stock in the Fund and who wish to reinvest their redemption proceeds in the Fund provided the reinvestment is made within 60 calendar days of the redemption; (e) insurance company separate accounts; (f) wrap accounts for the benefit of clients of investment professionals or other financial intermediaries adhering to standards established by the Fund’s Distributor; (g) employer- sponsored retirement plans with at least $500,000 in plan assets; (h) officers, partners, employees or registered representatives of broker-dealers that have entered into sales agreements with the Distributor; and (i) purchases for accounts managed by registered investment adviser subsidiaries of Santander, including the Investment Adviser. In order to obtain such discounts, the purchaser must provide sufficient information at the time of purchase to permit verification that the purchase would qualify for the elimination of the sales charge and must comply with the residency requirements described above under “Limitations on the Offering and Transfer of Shares.”
Right of Accumulation. Class A Shares may be purchased by “any Puerto Rico person” (as defined above) at a reduced sales charge or at net asset value determined by aggregating the dollar amount of the new purchase and the total net asset value of all Class A Shares and all other shares of Class A common stock of open-end Affiliated Funds offered with a sales charge (but including only those Class A shares of First Puerto Rico Daily Liquidity Fund, Inc. acquired by exchange from other Affiliated Funds offered with a sales charge, and excluding those Class A shares of First Puerto Rico Tax-Exempt Fund, Inc. and First Puerto Rico Tax-Exempt Fund II, Inc. held in IRA accounts) then held by such person and applying the sales charge applicable to such aggregate (the “Right of Accumulation”). In order to obtain such discount, the purchaser must provide sufficient information at the time of purchase to permit verification that the purchase qualifies for the reduced sales charge. The right of accumulation is subject to modification or discontinuance at any time after written notice to the shareholders with respect to all shares purchased thereafter. Appendix F to this prospectus contains the form of Letter of Intent and Right of Accumulation that must be executed by persons interested in benefiting from the reduced sales charge described above.
Letter of Intent. A Letter of Intent provides an opportunity for an investor to obtain a reduced sales charge by aggregating investments over a 13-month period, provided that the investor refers to such letter when placing orders. For purposes of a Letter of Intent, the “Amount of Investment” as referred to in the preceding sales charge table includes purchases of all Class A Shares with a sales charge over the 13-month period based on the total amount of intended purchases plus the value of all Class A Shares previously purchased and still owned. An alternative is to compute the 13-month period starting up to 90 days before the date of execution of a Letter of Intent. Each investment made during the period receives the reduced sales charge applicable to the total amount of the investment goal. If the goal is not achieved within the period, the investor must pay the difference between the sales charges applicable to the purchases made and the charges previously paid, or an appropriate number of escrowed shares will be redeemed for such payment. Please contact a financial consultant to obtain a Letter of Intent application. Appendix F to this prospectus contains the form of Letter of Intent and Right of Accumulation that must be executed by persons interested in benefiting from the reduced sales charge described above.
Purchase of Class C Shares
The Fund offers its Class C Shares at a public offering price equal to the net asset value per share next determined as of each Business Day.
Class C Shares are not subject to a contingent deferred sales charge upon redemption. However, Class C Shares held for 60 days or less are subject to a redemption fee upon redemption. See “Redemption of Shares—Redemption Fees.”
The maximum investment in Class C Shares in one or more transactions is $1,000,000 (not including Class C Shares acquired pursuant to the Fund’s Automatic Dividend Reinvestment Plan). The Fund reserves the right to waive or modify this requirement at any time.
Class C Shares held for approximately five years will be converted to Class A Shares. All Class C Shares purchased through reinvestment of dividends or distributions will be held in a separate sub-account. Each time any Class C Shares are converted to Class A Shares, a proportionate number of the Class C Shares held in a shareholder’s sub- account also will be converted to Class A Shares.
Purchase of Class I Shares
The Fund offers its Class I Shares at a public offering price equal to the net asset value per share next determined as of each Business Day.
Class I Shares are not subject to a contingent deferred sales charge upon redemption. However, Class I Shares held for 60 days or less are subject to a redemption fee upon redemption. See “Redemption of Shares—Redemption Fees.”
Class I Shares are being offered for sale exclusively to individuals who maintain their principal residence in Puerto Rico and entities that have their principal office and principal place of business in Puerto Rico that are (i) clients of Financial Intermediary Platforms, (ii) employer-sponsored retirement plans, pension plans and profit-sharing plans that are not subject to ERISA, (iii) endowment funds and foundations, (iv) Puerto Rico government instrumentalities, departments, authorities or agencies or municipalities, and (v) “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act of 1933.
Initial Subscription Period for Shares
The Distributor will solicit subscriptions for Shares of the Fund during the initial subscription period that is scheduled to end on or about May 30, 2014. The Fund and the Distributor may extend or shorten the initial subscription period. Subscriptions for Shares must be made through a brokerage account maintained with the Distributor or with the Puerto Rico branch of a broker-dealer or financial institution in the selling group. Shares of the Fund subscribed for during the initial subscription period for which the Distributor accepts purchase orders will be issued and sold by the Fund on the third Business Day after the end of the initial subscription period (the “Initial Settlement Date”). On the Initial Settlement Date, the Distributor and each broker-dealer or financial institution in the selling group will notify the Fund of the aggregate number of shares for which it has received and accepted subscriptions, and the Fund will issue the corresponding number of Shares for such subscriptions and commence investment operations.
The Fund is offering its Shares to the public during the initial subscription period at a purchase price per unit of $10.00 plus the applicable sales charge, with a minimum initial investment of at least $5,000 for each account (except in the case of Class I Shares not purchased by clients of Financial Intermediary Platforms, in which case the minimum investment for such account is $2,000,000).
The Fund and the Distributor may in their discretion determine to withdraw the offering of the Fund’s Class A, Class C or Class I Shares without notice for any reason before the end of the initial subscription period. The Fund also reserves the right to refuse, in whole or in part, any order for Shares of the Fund.
Pursuant to federal law and regulations, potential investors opening an account, whether with Santander Securities, a Selected Dealer or directly with the Transfer Agent, will be asked for their name, address, date of birth and
identifying documents. The Shares are being offered for sale exclusively to individuals who maintain their principal residence in Puerto Rico and to entities that have their principal office and principal place of business in Puerto Rico. For purposes of this prospectus, entities having their principal office and principal place of business in Puerto Rico are considered to be residents of Puerto Rico. Investors will be required to deliver a Puerto Rico Residency Representation Letter in the form of Appendix E to this prospectus. The Shares may be sold, pledged, hypothecated or otherwise transferred exclusively to residents of Puerto Rico. Shareholders who cease to be Puerto Rico residents will not have available the tax benefits that make the Fund an attractive investment, and such shareholders have an obligation to notify the Distributor or the Selected Dealer where the Shareholder maintains the account that holds the shares of the Fund, within 30 days of ceasing to be Puerto Rico residents, to redeem their Shares as soon as it becomes economically feasible to do so, and to agree not to purchase any more Shares. The Distributor, the Selected Dealers, and the Transfer Agent will be implementing various procedures to periodically verify Shareholder residence on behalf of the Fund, and have an obligation to inform the Fund of any Shareholders who cease to be residents of Puerto Rico. The Fund reserves the right to act on such information and redeem any Shares owned by a shareholder who ceases to be a resident of Puerto Rico. Potential investors that do not provide the information requested will not be able to open accounts, and investors whose identity may not be verified could have their account closed.
Shares will be issued in book-entry form. Physical share certificates will be issued only to shareholders maintaining at least a $1,000,000 investment in the Fund, and only upon such shareholder’s written request to the Fund.
Continuous Offering of Shares
On the fifth Business Day after the Initial Settlement Date, the Distributor expects to commence a continuous offering of Shares of the Fund.
During the continuous offering, purchases of Shares may be made only through a brokerage account maintained with the Distributor or with the Puerto Rico branch of any other broker-dealer or financial institution in the selling group (the “Selected Dealers”). The minimum initial investment for the Shares is $5,000 (except in the case of Class I Shares not purchased by clients of Financial Intermediary Platforms, in which case the minimum investment for such account is $2,000,000), and the minimum subsequent investment is $100. For the Fund’s Systematic Investment Plan, the minimum initial investment requirement and the subsequent investment requirement for Shares is $200, if made on a monthly basis, and $500, if made on a quarterly basis.
A shareholder who has insufficient funds to complete the transfer under a Monthly or Quarterly Systematic Investment Plan will be charged a fee by its broker-dealer. The Monthly and Quarterly Systematic Investment Plans also authorize the broker-dealer to apply cash held in the shareholder’s brokerage account with such broker-dealer to make additions to the account. Additional information is available from the Fund or your broker-dealer. There are no minimum investment requirements in Shares for employees of Santander BanCorp (“Santander”) and its subsidiaries and affiliates, including the Distributor, Directors and officers of the Fund, and their spouses and children. The Fund reserves the right to waive or modify the initial and subsequent investment requirements at any time.
To permit the Fund to invest the net proceeds from the sale of its shares of Common Stock in an orderly manner, the Fund may, from time to time, suspend the sale of its shares of Common Stock. A suspension of issuances of Shares could result in the acceleration of certain of the Fund’s debt obligations in cases in which the offering documents for such debt obligations contain a covenant restricting suspensions of redemptions Payment of such obligations could decrease the assets of the Fund.
Securities dealers selling shares of Common Stock of the Fund will receive a concession and, as a result, they may be deemed to be underwriters.
The Fund will accept subscriptions for Class A, Class C and Class I Shares on each Business Day. The applicable offering price for purchase orders received by Santander Securities or a Selected Dealer is the net asset value per share determined as of each Business Day, plus any applicable sales charges as described in the Prospectus. As to purchase orders received by Santander Securities or a Selected Dealer prior to the close of trading on the NYSE on any Business Day (generally, the NYSE closes at 4:00 p.m., prevailing Eastern Time), the applicable offering price will be based on the net asset value per share determined as of the close of trading on the NYSE based on prices at the time of closing on such Business Day. If the purchase orders are not received by Santander Securities or a Selected Dealer prior to the close of trading on the NYSE on such Business Day, such orders shall be deemed received on the next succeeding
Business Day and the applicable offering price will be based on the net asset value per share next determined as of the following Business Day.
Santander Securities and the Selected Dealers may reject any order placed by their respective clients, and any order may be rejected by the Fund. The Fund or Santander Securities may suspend the offering of the Fund’s shares at any time in response to conditions in the securities markets or otherwise and thereafter may resume such offering from time to time. Neither Santander Securities nor the Selected Dealers are permitted to withhold placing orders to benefit themselves by a price change. Santander Securities and the Selected Dealers are required to advise the Fund promptly of all purchase orders received by them and cause payments for shares of Common Stock to be delivered promptly to the Fund.
Pursuant to federal law and regulations, potential investors opening an account, whether with Santander Securities, a Selected Dealer or directly with the Transfer Agent, will be asked for their name, address, date of birth and other information that will allow identification, and may also be asked to provide their driver’s license or other identifying documents. The Shares are being offered for sale exclusively to individuals who maintain their principal residence in Puerto Rico and to entities that have their principal office and principal place of business in Puerto Rico. For purposes of this prospectus, entities having their principal office and principal place of business in Puerto Rico are considered to be residents of Puerto Rico. Investors will be required to deliver a Puerto Rico Residency Representation Letter in the form of Appendix E to this prospectus. The Shares may be sold, pledged, hypothecated or otherwise transferred exclusively to residents of Puerto Rico. Shareholders who cease to be Puerto Rico residents will not have available the tax benefits that make the Fund an attractive investment, and such shareholders have an obligation to notify the Distributor or the Selected Dealer where the Shareholder maintains the account that holds the shares of the Fund, within 30 days of ceasing to be Puerto Rico residents, to redeem their Shares as soon as it becomes economically feasible to do so, and to agree not to purchase any more Shares. The Distributor, the Selected Dealers, and the Transfer Agent will be implementing various procedures to periodically verify Shareholder residence on behalf of the Fund, and have an obligation to inform the Fund of any Shareholders who cease to be residents of Puerto Rico. The Fund reserves the right to act on such information and redeem any Shares owned by a shareholder who ceases to be a resident of Puerto Rico. Potential investors that do not provide the information requested will not be able to open accounts, and investors whose identity may not be verified could have their account closed.
Upon the transfer of shares out of a Santander Securities brokerage account, an investment account in the transferring shareholder’s name will be opened automatically, without charge, at the Transfer Agent. Shareholders should be aware that it will not be possible to transfer their shares from Santander Securities or a Selected Dealer to another brokerage firm or financial institution unless such brokerage firm or financial institution is Santander Securities