R-CNMV-2026-05-MV — Authorization to Submit for Public Consultation the Draft Modification to Article 18 of the Regulation on Investment Fund Management Companies and Investment Funds

SH;/IV Superintendencia del Mercado de Valores de la República Dominicana CERTIFICATION The undersigned, Mr. Ervin Novas Bello, Manager of the Central Bank of the Dominican Republic (hereinafter "Central Bank"), on behalf of the Governor of the Central Bank, ex officio member and President of the National Securities Council (hereinafter "Council"); and Ms. Fabel María Sandoval Ventura, Secretary of the Council, CERTIFY that the text below constitutes a faithful and complete transcription of the original of the Second Resolution, R-CNMV-2026-05-MV, adopted by the Council in the meeting held on Tuesday, the twenty-first (21) day of April in the year two thousand twenty-six (2026), which is kept in the archives of this Secretariat, namely:

"SECOND RESOLUTION OF THE NATIONAL SECURITIES COUNCIL DATED TWENTY-ONE (21) APRIL TWO THOUSAND TWENTY-SIX (2026). R-CNMV-2026-05-MV REFERENCE: Authorization to submit for public consultation the draft modification to Article 18 of the Regulation on Investment Fund Management Companies and Investment Funds.

WHEREAS: That the Superintendent of the Securities Market (hereinafter, "Superintendent") submitted to the knowledge and consideration of the National Securities Council (hereinafter "Council"), a request for authorization to submit for public consultation the draft modification of Article 18 of the Regulation on Investment Fund Management Companies and Investment Funds (hereinafter "draft modification").

That in accordance with the powers conferred by Law No. 249-17, on the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00, of May eight (8) in the year two thousand (2000), promulgated on December nineteen (19) in the year two thousand seventeen (2017), and its modification (hereinafter, "Law No. 249-17"), and the Internal Regulation of the Council, adopted by this collegiate body through the First Resolution, R-CNMV-2018-06-MV, issued on November twenty-nine (29) in the year two thousand eighteen (2018) (hereinafter, "Internal Regulation of the Council"); the Council, meeting validly after due notice, deems it appropriate to state the following:

CONSIDERING:

1. That, under the auspices of Article 7 of Law No. 249-17, the Superintendence of the Securities Market (hereinafter, "Superintendence") has as its objective to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with the aforementioned legal framework, and mitigate systemic risk, through the regulation and supervision of natural and legal persons operating in the securities market.

2. That from the combined reading of Articles 10 and 13 of the aforementioned normative instrument, it is derived that the Superintendence is integrated by a collegiate body, the Council, with essentially normative, supervisory, and control functions; and an executive official, the Superintendent, who is in charge of the direction, control, and representation of the institution.

3. That, likewise, the aforementioned Article 13, in its paragraphs 4 and 5, confers upon the Council the attribution to issue the regulations for the application of Law No. 249-17, as well as to periodically review the regulatory framework of the securities market, adapting it to market trends and realities, while empowering it to propose, on its own initiative or upon proposal of the Superintendent, the modifications that are necessary.

4. That, in the same way, Article 25 of that same law reiterates that "[t]he Council is the competent body to establish regulations regarding the activities of the securities market indicated in this law."

5. That paragraph I of said article adds that "[i]n the exercise of regulatory power, the Council and the Superintendence shall observe the principles of legality and the rules of public consultation, participation, and transparency contained in the Constitution of the Republic and the laws in force."

6. That, regarding this matter, Article 37 of the Internal Regulation of the Council establishes that the preparation of drafts and the placement in prior public consultation is the responsibility of the Superintendent.

7. That, in exercise of normative power, the Council issued the Regulation on Investment Fund Management Companies and Investment Funds (hereinafter "SAFI Regulation"), through the First Resolution, R-CNMV-2019-28-MV, dated five (5) November in the year two thousand nineteen (2019), subsequently modified by the Second Resolution, R-CNMV-2021-16-MV, dated sixteen (16) July in the year two thousand twenty-one (2021); whose object is to establish the principles, criteria, and requirements that will govern the authorization of registration, operation, and exclusion of management companies for investment funds, their performance on behalf and in representation of the funds they manage, and the requirements for the authorization, registration, operation, establishment of risk management guarantees, merger, and liquidation of the different investment funds.

8. That, through the First Resolution, R-CNMV-2026-04-SIMV, of this same date, the Council approved the modification of the regulatory agenda or planning of the Superintendence, corresponding to the period from March to September two thousand twenty-six (2026), incorporating the draft modification in question due to the need to update and strengthen the professional suitability regime of investment fund administrators in the Dominican Republic, given the sustained growth of the industry and the gap between the demand for qualified professionals and the available supply.

9. That through communication received in the Secretariat of the Council on April first (1st) two thousand twenty-six (2026), the Superintendent submitted to this collegiate body a request for authorization to initiate the public consultation process for the specific modification of the SAFI Regulation.

10. That, in accordance with the content of the aforementioned letter, the object of the present modification is to improve the wording of Article 18 of the SAFI Regulation, which regulates the designation requirements applicable to investment fund administrators.

11. That the aforementioned request was accompanied, among other documents, by the draft modification, an ex ante regulatory impact analysis (AIR ex ante), a technical regulatory report prepared by the Public Offering and Regulation and Innovation directorates; and a comparative matrix.

12. That the regulatory impact analysis indicates a sustained growth of the investment fund market, as well as a high concentration in the management of multiple funds by a reduced number of administrators, which increases operational risks and the exposure of contributors to eventual contingencies.

13. That this document identifies structural deficiencies that limit the adequate functioning of the market, including restrictions in professional accreditation mechanisms, absence of mandatory continuous training, and lack of normative proportionality criteria in the designation of administrators, which cannot be corrected through the individual action of participants or through self-regulation schemes.

14. That, in view of the foregoing, the AIR ex ante states that the general objective of the proposal consists of updating and strengthening the professional suitability regime of investment fund administrators, expanding the base of qualified professionals, establishing continuous update mechanisms, and ensuring that management functions are exercised with a level of competence commensurate with the risks assumed, in protection of the interests of contributors and market stability.

15. That, in that sense, it indicates that the proposal pursues, among other specific purposes, to expand the availability of qualified administrators, update the criterion for the validity of the examination certification, establish a continuous training regime, and align the regulatory framework with international standards.

16. That, in this line, the analysis indicates that the proposal introduces the following reforms:

• Reduction of the validity period of the educational center examination from eight (8) to two (2) years prior to hiring.
• Expansion of the catalog of admissible certifications through the incorporation of all levels of the Chartered Financial Analyst (CFA) and the Series B Brokers Examination.
• Incorporation of investment banking and risk management as valid areas of experience to accredit the required five (5) years.
• Establishment of a mandatory annual continuous training regime in technical matters, risk management, applicable regulations, valuation, and professional ethics.
• Incorporation of the obligation to notify the Superintendence within five (5) business days following the designation, accompanied by a sworn declaration and certification of criminal records.

17. That, regarding its scope, the subjects included within the scope of application of the draft modification are identified as natural persons who perform or aspire to perform fund administration functions, as well as management companies in their capacity as entities that designate, with final beneficiaries being the contributors.

18. That, likewise, it is exposed that, although the proposal implies the incorporation of new obligations and operational adjustments for market participants, its effects translate into economic, administrative, social, and environmental benefits, namely:

• Expands the base of available qualified administrators.
• Reduces associated systemic risk.
• Elevates the quality of fund management and protection for the contributor.
• Generates legal certainty regarding the required suitability standards.
• Aligns the Dominican market with international best practices, improving its positioning to attract investment.
• Generates a clear legal basis for the Superintendence's supervision of suitability.
• The continuous training regime can be accredited through third-party certificates, without creating new infrastructure in the Superintendence.
• Strengthens public confidence in investment funds as a savings and investment mechanism.
• Guarantees that administrators maintain updated competencies throughout the entire period of exercise.
• Reduces the risk of inadequate management that harms the interests of contributors.
• Contributes to financial inclusion by improving the quality and credibility of the fund market.
• Indirect improvement in the quality of fund management with assets in productive sectors with environmental impact.

19. That the regulatory impact analysis concludes that the modification constitutes the most effective, efficient, proportionate, and legally sound alternative to simultaneously address the identified deficiencies, strengthening legal security and the Superintendence's supervisory capacity.

20. That, for its part, with the purpose of contextualizing the regulatory situation of investment fund administrators in the Dominican Republic, the aforementioned technical regulatory report incorporates the current situation of the investment fund administrator market, as well as a comparative analysis of reference jurisdictions and the principles of the International Organization of Securities Commissions (IOSCO), in its most recent version, evidencing the coherence of the proposal with international best practices.

21. That, without prejudice to the foregoing, the confidentiality of certain data contained in the aforementioned report is recognized, given its nature.

22. That, during the consideration of the present matter, the technical area exposed - orally - that, in compliance with rigorous internal procedures, a meeting of the Council Committee for the study and review of regulatory proposals was held, followed by a technical approach with a specialized team from the Central Bank of the Dominican Republic; processes from which adjustments were incorporated into the originally proposed text.

23. That, in the same way, it was indicated that the implementation of a comprehensive suitability regime, incorporating continuous training and proportional criteria in certification and experience, constitutes an essential element to ensure professional, diligent management aligned with the fiduciary duty inherent to the administration of investment funds.

24. That, in that same sense, it was highlighted that this approach directly impacts investor protection, contributes to elevating the quality of fund management, and strengthens confidence and stability in the securities market.

25. That, consequently, it was made manifest that the adoption of the proposed measures responds to the need to ensure the sustainability, credibility, and adequate development of the investment fund industry, in consonance with modern, proportionate regulatory principles oriented toward the public interest.

26. That, in accordance with the Third Recital of the preamble of Law No. 247-19, the regulation of the Dominican securities market aims at the protection of investors, the promotion of fair, efficient, and transparent markets, as well as the reduction of systemic risk.

27. That, in attention to these objectives, the Fourth and Fifth Recitals of the aforementioned law recognize the regulatory body with broad normative power to issue the necessary provisions in the different areas of the market, allowing for timely adaptation to its dynamic nature.

28. That this Council recognizes that the evolution of the financial market has generated increasing complexity in operations, products, and actors involved, which reinforces the need to consolidate investor protection as an essential principle to preserve system integrity, foster public trust, and guarantee equitable conditions of participation.

29. That, in that context, and based on the technical considerations presented by the Superintendence, this Council estimates that the specific modification of Article 18 of the SAFI Regulation holds special relevance for strengthening the regulatory framework applicable to investment fund management, as it seeks to comprehensively address the deficiencies identified in the professional suitability regime, mitigate operational risks associated with the concentration of functions, and elevate the standards of competence, experience, and continuous update of those who administer public investor resources.

30. That, consequently, although the proposal entails the incorporation of new obligations and operational adjustments for market participants, its effects translate into economic, administrative, and social benefits, by improving management quality, reducing operational risks, strengthening market confidence, and promoting its alignment with international standards.

31. That, in attention to what has been stated, this collegiate body considers that the benefits derived from the proposal far outweigh the eventual costs or risks identified, for which it is procedent to continue with the corresponding course, starting with the opening of the public consultation process in accordance with applicable regulations.

32. That, regarding this aspect, Law No. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, dated August six (6) two thousand thirteen (2013) (hereinafter, "Law No. 107-13"), establishes in its Article 30 that "[t]he minimum and mandatory standards of administrative procedures that seek the adoption of regulations with general scope, whose purpose is for the Public Administration to obtain the necessary information for its approval, in addition to channeling dialogue with interested parties and the general public, 'promoting the fundamental right to citizen participation as support for democratic good governance.'"

33. That, in accordance with the aforementioned Law No. 107-13, administrative norms shall be null and void of full right, in which the competent Administration fails to comply with the principles and criteria of the procedure applicable to the elaboration of regulations, plans, or programs of general scope, indicated in Article 31 of the same, namely: "[...] 2. Well-informed decision. The procedure for the elaboration of the draft must serve to obtain and process all necessary information in order to guarantee the accuracy of the regulatory text, plan, or program. To this end, studies, evaluations, and reports of a legal, economic, environmental, technical, or scientific nature that are pertinent must be gathered. Allegations made by citizens shall likewise be taken into account to find the best possible solution in the regulation, plan, or program. 3. Hearing of citizens directly affected in their rights and interests. The hearing of citizens, directly or through the associations representing them, must take place in all cases before the definitive approval of the regulatory text, plan, or program when they may be affected in their legitimate rights and interests. A reasonable and sufficient period must be granted, based on the subject matter and concurrent circumstances, for that hearing to be real and effective. The Administration must likewise have a reasonable and sufficient period to process and analyze the allegations made. 4. Public participation. The participation of the general public, regardless of whether they are directly affected by the draft regulatory text, plan, or program, must be guaranteed before definitive approval unless there is a legal text to the contrary. 5. Collaboration between public bodies and entities. The Administration competent for the approval of the regulation, plan, or program must facilitate and request the collaboration of other public bodies and entities, when necessary or convenient due to the significant effects it may produce, through appropriate consultations or reports."

34. That, for its part, Article 23 of the General Law on Free Access to Public Information, No. 200-04, dated July twenty-eight (28) in the year two thousand four (2004) (hereinafter, "Law No. 200-04"), establishes the obligation of entities that perform public functions or administer State resources to "publish through official or private media of wide dissemination, including electronic media or mechanisms and with sufficient advance notice to the date of their issuance, the draft regulations they intend to adopt through regulation or acts of general character, related to requirements or formalities that govern relations between private parties and the administration or that are demanded of persons for the exercise of their rights and activities."

35. That, added to the foregoing, Article 24 of the aforementioned Law No. 200-04, provides that entities that perform public functions or administer State resources must foresee in their respective budgets the necessary sums to publish in collective communication media, with wide national dissemination, the draft regulations and acts of general character detailed in Article 23 of Law No. 200-04.

36. That the paragraph of the aforementioned article expresses that the entity or person that performs public functions or administers State resources, that has an Internet portal or a page on said communication medium, "must foresee the existence of a specific place in that medium so that citizens can obtain information on draft regulations, service regulation, acts, and communications of general value, that determine in some way the form of protection of services and the access of persons to the aforementioned entity. This information must be current and explanatory of its content, with language understandable to the common citizen."

37. That, in parallel, Article 3, paragraph 8, of Law No. 167-21, on Regulatory Improvement and Simplification of Procedures, of August twelve (12) two thousand twenty-one (2021) (hereinafter, "Law No. 167-21") establishes that public consultation is "a mechanism of citizen participation used to transparent the process of production and review of regulations, allowing the reception of comments from different interested groups and the general public."

38. That, likewise, Article 6 of Decree No. 486-22, dated August twenty-four (24) in the year two thousand twenty-two (2022), which approves the Implementation Regulation of Law No. 167-21 on Regulatory Improvement and Simplification of Procedures (hereinafter "Decree No. 486-22"), instructs entities and bodies of the Public Administration to create their agendas or regulatory planning; whose paragraph I, literal g, adds that "[e]ntities and bodies of the Public Administration must indicate the period in which public consultations are intended to be carried out."