Provida Pension Fund Administrator – ‘20-F’ for 12/31/02 – EX-1.1

On:  Monday, 6/30/03, at 2:41pm ET   ·   For:  12/31/02   ·   Accession #:  950103-3-1463   ·   File #:  1-13406

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Annual Report of a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer            176    795K 
 2: EX-1.1      Underwriting Agreement                                 4     19K 
 3: EX-8.1      Opinion re: Tax Matters                                1      4K 
 4: EX-10.1     Material Contract                                      1      7K 

EX-1.1   —   Underwriting Agreement

EX-1.1
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                                                                   EXHIBIT 1.1

 AMENDED TEXT OF THE BYLAWS OF A.F.P. PROVIDA S.A.

"TITLE ONE: NAME, ADDRESS, TERM AND OBJECT":                                    

ARTICLE ONE: The company will be named "ADMINISTRADORA DE FONDOS DE PENSIONES   
PROVIDA S.A.", being authorized to use the name "A.F.P. PROVIDA S.A." 

ARTICLE TWO: The address of the company will be in Santiago, with authorization 
to operate in any region of the country.                              

ARTICLE THREE: The company will have a term of one hundred years from the date  
of the resolution authorizing its existence.                          

ARTICLE FOUR: The company will have the exclusive object of administering the   
  funds to be named "Type One Pension Funds" and "Type Two Pension Funds",
  respectively. The Administrator must keep both types of Funds, grant and
administer the services and benefits established in Decree Law three  
thousand five hundred of year nineteen hundred eighty and those       
specifically authorized by other present or future legal provisions.  
   Furthermore, it may constitute, as an addition to its business, affiliate
corporations pursuant to Article twenty-three of said Decree Law three
    thousand five hundred and invest in corporations constituted as securities
custody companies, referred to in Law eighteen thousand eight hundred 
seventy-six.                                                          

"TITLE TWO: CAPITAL":                                                           

ARTICLE FIVE: The capital of the company is seventy-five thousand four hundred  
   ninety-four million six hundred sixty-two thousand four hundred one Pesos
divided into three hundred thirty-one million three hundred sixteen   
thousand six hundred twenty-three common shares, in a same and single 
   series, registered, without par value. The company must keep a reserve or
  Central Bank retainer pursuant to Decree Law three thousand five hundred
of year nineteen hundred eighty.                                      

ARTICLE SIX: When a shareholder does not pay at the agreed time all or part of  
the shares subscribed by him, the company may, in order to obtain such
payment, use the powers expressed in Article seventeen of Law eighteen
 thousand forty-six, without prejudice to its right to pursue payment by
ordinary or executive channels, on all assets of the debtor.          

"TITLE THREE: ADMINISTRATION":                                                  

ARTICLE SEVEN: The company will be administered by a Board of Directors made up 
 of ten principal members who may or not be shareholders of the company.
    The Board of Directors will remain in office for two years, after which it
   must be fully renewed, whereby its members may be reelected indefinitely.

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ARTICLE EIGHT: The meetings of the Board of Directors will be constituted with  
absolute majority of its members, and decisions will be adopted by the
  absolute majority of the attending voting directors. Pursuant to Article
 thirty-nine of the Corporations Regulation, the Board of Directors will
elect among directors, a Chairman, who will be the President of the   
company. In addition, it may elect the director who will replace the  
President, as Vice President. In the event of a tie, the vote of the  
   President of the meeting will be deciding. The meetings of the Board will
be ordinary and extraordinary. The former will be held at least once a
    month, on the dates and time established by the Board, and the latter will
    be called pursuant to Article thirty-eight of the Corporations Regulation.

ARTICLE NINE: The directors will be compensated for their functions and the     
 amount of the compensation will be established annually by the ordinary
shareholders meeting.                                                 

ARTICLE TEN: The Board of Directors will have the following functions and       
obligations: a) To administer Type One and Type Two Pension Funds     
  according to the provisions of decree law three thousand five hundred of
    nineteen hundred eighty and grant the services and benefits established by
said law. To collect the corresponding dues and to pay them to the    
 individual capitalization accounts of the respective members and invest
the resources of Type One and Type Two Pension Funds in the financial 
instruments mandated by said law; b) To constitute the reserve named  
 "Central Bank retainer" equivalent to 1% of each fund as required under
 Article forty of decree law three thousand five hundred, and invest it,
respectively, in the shares of Type One and Type Two Funds; c) To     
represent the company in and out of court, including with the powers  
   indicated in paragraph 2, Article 7 of the Code of Civil Procedure, which
are deemed expressly reproduced herein; d) To execute all acts and    
    contracts necessary for the administration and investment of the company's
 own assets. Among these functions, as an example and without limitation
thereto, the Board of Directors may execute contracts of promise,     
  purchase, sale, exchange and, in general, it may purchase and sell under
  any status all types of tangible and intangible, real estate or moveable
  assets, and give or receive them under lease, or concession; to give and
take goods under loan and in commodatum; to give and receive money and
other goods in custody; to give and receive goods under mortgage,     
    including with general guarantee clause; to give and receive under chattel
movables, securities, rights, shares, and other tangible or intangible
 things, either under civil pledge or commercial, bank and other special
types of pledge; to execute contracts in order to constitute or join  
  companies and to constitute or be part of communities, to represent them
    with opinion and vote, with powers to modify and dissolve them; to execute
   mandate and commission contracts, insurance contracts, and commercial and
 bank checking accounts; to carry out all types of banking, exchange and
  customs operations; to issue bonds pursuant to the law; to open agencies
   or branches of the company; to constitute all types of guarantees to back
up obligations of affiliates; to buy and sell shares, rights, and     
  receivables; to pay, novate, collect and receive payment of receivables,
  debts and obligations; to draw and overdraw the checking accounts opened
 in its name; to issue, accept, endorse, protest and negotiate, sign and
pay checks, bills of exchange, drafts and promissory notes, or other  
commercial papers, to execute all types of credit operations and, in  
general, to execute any type of contract, nominate or innominate.     

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ARTICLE ELEVEN: The company will have a general manager, appointed and removed  
 by the Board of Directors, whose duties and powers will be as expressly
    granted by the Board of Directors and as established in the law and by the
Superintendency of Pension Fund Managers. His position will be        
incompatible with that of director.                                   

ARTICLE TWELVE: The Board of Directors may give mandates and delegate part of   
  its powers to the manager, assistant managers, or lawyers of the company
   to a director or a commission of directors, and for specially established
purposes, to other persons.                                           

"TITLE FOUR: SHAREHOLDERS MEETINGS":                                            

ARTICLE THIRTEEN: The Shareholders will meet in ordinary and extraordinary      
meetings called by the Board of Directors of the company or by the    
Superintendency of Pension Fund Managers and other legally authorized 
institutions, and called by a visible ad published three times on     
   different days in a newspaper at the corporate address, determined by the
    ordinary Shareholders' Meeting, at the time and in the form and conditions
indicated by the corporations regulation, and by letter sent to the   
  shareholders, without prejudice to the other communications indicated in
the law.                                                              

ARTICLE FOURTEEN: The ordinary Shareholders' Meeting will be held annually in   
    the four-month period following the date of the balance sheet, and will be
  called to order in all calls in the presence of the absolute majority of
the outstanding voting shares. Decisions in matters reserved to it    
  pursuant to Article fifty-six of the Corporations Law will be adopted by
absolute majority of the voting shares present or represented in the  
meeting.                                                              

ARTICLE FIFTEEN: The shareholders may accumulate or distribute their votes as   
    they deem convenient, and will be entitled to one vote for each share they
  own or represent, recorded in the shareholders register within the legal
term.                                                                 

ARTICLE SIXTEEN: The amendment of the bylaws may be discussed only in an        
    extraordinary Shareholders' Meeting held in the presence of a notary, when
required by law: 1) the early dissolution of the company, 2)          
transformation, merger or spinoff of the company and amendment of its 
    bylaws, 3) issue of bonds or debentures convertible to shares, 4) the sale
  of all its assets or of the fixed assets and liabilities of the company,
 5) granting real or personal guarantees to back up obligations of third
    parties, except for affiliates, in which case the approval of the Board of
  Directors will suffice. 6) The other matters which, under the law or the
bylaws, correspond to the examination or jurisdiction of Shareholders'
Meetings. Any extraordinary Shareholders' Meeting will be held in the 
 presence of the absolute majority of the outstanding voting shares. The
 decisions of these meetings will be adopted by absolute majority of the
    voting shares present or represented in the meeting, except in the case of
decisions made in matters for which the law or bylaws require special 
majorities. "TITLE FIVE: BALANCE SHEET AND PROFIT DISTRIBUTION":      

ARTICLE SEVENTEEN: The general balance sheet of the corporate activities of the 
  year will be drawn up at December 31 each year. Unless otherwise decided
in the respective                                                     

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Shareholders' Meeting, under the conditions established by law, the   
company must distribute annually to shareholders as cash dividend, at 
   least thirty percent of the net profits of each year. The profits will be
   first applied to absorb the losses of a year or the accumulated losses of
the company, if any.                                                  

"TITLE SIX - AUDIT AND SUPERVISION":                                            

ARTICLE EIGHTEEN: The ordinary Shareholders' Meeting will appoint annually      
    independent outside auditors to examine the accounting, inventory, balance
sheet and other financial statements of the company, and to report in 
  writing to the next Ordinary Shareholders' Meeting on the performance of
their mandate.                                                        

"TITLE SEVEN - DISSOLUTION AND LIQUIDATION":                                    

ARTICLE NINETEEN: After the voluntary or court-ordered dissolution of the       
  company, the liquidation of the pension funds and of the company will be
 carried out by the Superintendency of Pension Fund Managers, which will
liquidate the assets of each of the funds managed.                    

"TITLE EIGHT: ARBITRATION":                                                     

ARTICLE TWENTY: Disputes between the company and shareholders as such or        
 between shareholders and the company or its administrators, both during
the term of the company and during its liquidation, arising from the  
    application, interpretation, compliance or non-compliance with the bylaws,
will be resolved by an amicable arbitrator appointed by mutual consent
 between the parties, or, in the absence of such consent, the arbitrator
  will be designated by plenary courts. However, to resolve said disputes,
either one of the parties may resort directly to plenary courts.      

"TITLE NINE: FINAL":                                                            

ARTICLE TWENTY-ONE: In matters not mentioned in these bylaws, the applicable    
  provisions will be those of law eighteen thousand forty-six, as amended,
and the corporations regulation, as amended.