Circular 13/23 — Authorization for Public Consultation of the Draft Instruction for the Draft Regulation for Public Offering Trust Fiduciaries, Securitization Companies, and Autonomous Assets in Securitization Processes

Superintendencia del Mercado de Valores of the Dominican Republic

CIRCULAR
No. 13/2023

To: Legal entities constituted as anonymous companies whose purpose is to structure, constitute, represent, and administer Autonomous Assets in Securitization Processes and to issue securitized or trust securities.

Subject: Authorization for public consultation of the draft Instruction for the draft Regulation for Public Offering Trust Fiduciaries and Securitization Companies and Autonomous Assets in Securitization Processes.

HAVING SEEN:
a. Law No. 249-17, of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00 of May 8, 2000, promulgated on December 19, 2017 (hereinafter, "Law No. 249-17"). b. Law No. 167-21, on Regulatory Improvement and Simplification of Procedures, dated August 12, 2021.
c. Law No. 107-13, on the Rights of Persons in their Relations with the Administration and Administrative Procedure, dated August 6, 2013.
d. Law No. 200-04, General Law on Free Access to Public Information, dated July 28, 2004. e. Second Resolution of the National Securities Market Council, R-CNMV-2023-23-MV, which authorizes submitting the draft Regulation for Public Offering Trust Fiduciaries and Securitization Companies and Autonomous Assets in Securitization Processes to public consultation, dated November 7, 2023.

CONSIDERING:
a. That Article 17, numeral 14), of Law No. 249-17, empowers the Superintendent of the Securities Market to "issue the resolutions, circulars, and instructions required for the development of this law and its regulations." b. That paragraph I of Article 25 provides 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."
c. That the Superintendence of the Securities Market, in its capacity as the regulatory body of the Securities Market and in accordance with Article 7 of the Securities Market Law, shall have as its objective to promote an orderly, efficient, and transparent securities market, protect investors, ensure compliance with this law, and mitigate systemic risk, through the regulation and supervision of natural and legal persons operating in the securities market.
d. That the Superintendent of the Securities Market is the highest executive authority of the Superintendence of the Securities Market, having charge of its direction, control, and representation. e. That, through the Second Resolution of the National Securities Market Council, R-CNMV-2023-23-MV, dated November 7, 2023, authorization was granted to submit the draft Regulation for Public Offering Trust Fiduciaries and Securitization Companies and Autonomous Assets in Securitization Processes to public consultation. f. That it corresponds to the Superintendent the authorization and registration in the Registry of Separate Assets or Public Offering Trusts, throughout the territory of the Dominican Republic. g. That, pursuant to Article 84, Paragraph I, of the Draft Regulation for Public Offering Trust Fiduciaries and Securitization Companies and Autonomous Assets in Securitization Processes, within the framework of the evaluation processes of authorization and registration requests, Titularization Process Administrators must provide the information and documents required in said draft Regulation and the technical and operational norms issued by the Superintendent, truthfully, timely, accurately, and sufficiently. h. That, for its part, Law No. 167-21, on Regulatory Improvement and Simplification of Procedures, aims to define and articulate public policies directed toward regulatory improvement and the simplification of administrative procedures.
i. That, pursuant to the aforementioned Law, public consultation is defined as a mechanism of citizen participation used to transparentize the process of production and review of regulations, allowing for the receipt of comments from different interested groups and the public.
j. That, in compliance with the legal mandate, through the Second Resolution, R-CNMV-2023-20-MV, on September 26, 2023, the National Securities Market Council approved the regulatory agenda of the Superintendence, corresponding to the period from September to December 2023, in which the draft Instruction under consideration was included, among other projects. k. That, for its part, Law No. 107-13 on the Rights of Persons in their Relations with the Administration and Administrative Procedure establishes in its Article 30 "[t]he minimum and mandatory standards of administrative procedures that seek to obtain the necessary information for its approval, as well as channel dialogue with interested parties and the public, 'promoting the fundamental right to citizen participation as the basis of good democratic governance.'"
l. That Article 23 of Law No. 200-04, General Law on Free Access to Public Information, establishes that entities that perform public functions or administer State resources "have the obligation to publish through official or widely disseminated private media, including electronic media or mechanisms and with sufficient advance notice to the date of its issuance, draft regulations that they intend to adopt by regulation or acts of a general nature, related to requirements or formalities that govern relations between individuals and the administration or that are required of persons for the exercise of their rights and activities."

Therefore:
The Superintendent of the Securities Market, in the exercise of the powers conferred upon him by Article 17, numeral 14) of Law No. 249-17, resolves:

1. To authorize the publication of the notice in one or more printed media of wide national circulation and on the institutional portal, for the purpose of public consultation by securities market participants and the public, of the draft Instruction for the draft Regulation for Public Offering Trust Fiduciaries and Securitization Companies and Autonomous Assets in Securitization Processes, the text of which is transcribed below:

"DRAFT INSTRUCTION FOR THE DRAFT REGULATION FOR PUBLIC OFFERING TRUST FIDUCIARIES AND SECURITIZATION COMPANIES AND AUTONOMOUS ASSETS IN SECURITIZATION PROCESSES

Article 1. Objective. This Instruction aims to develop the requirements for authorization and registration in the Securities Market Registry (hereinafter, the "Registry") and the functioning of Autonomous Assets in Securitization Processes and the minimum content that other documents presented by Titularization Process Administrators must comply with, pursuant to what is established in Law No. 249-17 of December 19, 2017, of the Securities Market of the Dominican Republic, which repeals and substitutes Law No. 19-00 of May 8, 2000 (hereinafter, "Law No. 249-17"), Law No. 189-11 for the Development of the Mortgage Market and Trusts in the Dominican Republic, of July 16, 2011 (hereinafter, the "Trust Law"), the Regulation for the Application of the Trust Law issued through Decree No. 95-12 of March 2, 2012 (hereinafter, "Regulation No. 95-12") and the Draft Regulation for Public Offering Trust Fiduciaries and Securitization Companies and Autonomous Assets in Securitization Processes (hereinafter, the "Regulation").

Article 2. Scope. The formalities provided for in this Instruction are subject to Titularization Process Administrators and those third parties that are linked to the authorization and registration processes in the Registry and to the functioning of Autonomous Assets in Securitization Processes.

Article 3. Requirements and Documents. This Instruction contains the following annexes, which form an integral part of it:
I. Characteristics of the documentation required to evaluate the operational capacity of Titularization Process Administrators.
II. Minimum content of the business plan.
III. Requirements for the request for authorization and registration in the Registry of Public Offerings of Secured or Trust Securities and the Autonomous Asset in Securitization Process.
IV. Minimum content of the Issuance Regulation for Separate Assets.
V. Minimum content of the constitutive act of the Public Offering Trust of Securities.
VI. Minimum content of the Issuance Prospectus for the Issuance Program of Secured or Trust Securities.
VII. Minimum content of the Supplement to the Issuance Prospectus.
VIII. Minimum content of the administration contract of the Underlying Asset of the Autonomous Asset in Securitization Process.
IX. Minimum content of the Primary Placement Notice.
X. Calculation of Net Book Equity (NBE) of Titularization Process Administrators.

Article 4. Approval of the Issuance Prospectus. The Superintendence of the Securities Market (hereinafter, the "Superintendence") will approve the Issuance Prospectuses in definitive format within the timeframe indicated in Paragraph IV of Article 75 (Issuance Prospectus of Secured or Trust Securities) of the Regulation.

Article 5. General Formalities. Each document requested in this Instruction must contain, at a minimum, the following formalities:

1. Numbered pages.
2. Minimum font size equivalent to that presented by the type Times New Roman, number 12.

Article 6. Document Formalities. Prior to the formal request for approval of a Primary Placement Notice, once the public offering has been approved by the Superintendence, the definitive versions of the required documents must be deposited in the Registry with the formalities detailed below:

1. Sworn statements must be deposited under private signature, legalized by public notaries and countersigned by the Attorney General's Office of the Republic.
2. Contracts must be deposited duly signed and legalized by a public notary.
3. In the case of documents issued abroad, they must comply with the provisions of Article 11 (Formalities of the submission of the request) of the Regulation.
4. The copies and preliminary drafts required in this Instruction must be sent to the Superintendence through the following digitized means: (i) the Virtual Office available on the Superintendence's website (www.simv.gob.do); or, (ii) the authorized email addresses for processing Public Offering Authorization requests for Securities. The Superintendent of the Securities Market (hereinafter, the "Superintendent") may establish the documents that will be accepted through the aforementioned digitized means, as well as contemplate other means for their submission.

Paragraph I. In the case of the Primary Placement Notice, the Issuance Prospectus, Supplements, and any of the modalities of a prospectus whose definitive version must be sent for the purpose of no objection by the Superintendence, said documents must be duly stamped by the Titularization Process Administrator and signed by the person responsible for the content and printed double-sided on paper.

Paragraph II. In the event that, prior to the placement of the Securities, the Titularization Process Administrator submits the preliminary Issuance Regulation or the Issuance Prospectus for the Superintendent's approval, it must be accompanied by the sworn statements required in Article 54 of Law No. 249-17 in accordance with the formalities established in numeral 1 of this article.

ANNEX I
CHARACTERISTICS OF THE DOCUMENTATION REQUIRED TO EVALUATE THE OPERATIONAL CAPACITY OF TITULARIZATION PROCESS ADMINISTRATORS

1. Organization and Functions Manual: must reflect the organization and administration scheme, indicating in detail the functions, obligations, prohibitions, and responsibilities of each position within the Titularization Process Administrator, as well as indicating in all positions the person who will perform the function in case of vacation, resignation, or absence of the employee, taking into consideration that the substitution does not present disqualification or Conflict of Interest. The organization and functions manual must be in accordance with the Internal Conduct Norms and current regulations.

2. Internal Conduct Norms Manual: must contemplate, at least, the specific rules that prevent the improper flow of Privileged Information, management of Conflict of Interest, mechanisms for information on operations in the Securities Market carried out by the society's employees, and internal sanction regime.

3. Policies, Procedures, and Internal Control Manual: must contemplate at least the following:
   a) The policies and detailed procedures for all operations and activities carried out within the Titularization Process Administrator, mentioning additionally the types of documents that support said operations and activities, the personnel responsible for their execution, as well as the signatures that give validity to those operations and the flowcharts. b) The policies and procedures to avoid Conflicts of Interest and the flow of Privileged Information or Confidential Information between the Autonomous Assets in Securitization Process that it administers. c) Control mechanisms that clearly specify the way in which the operations in the Titularization Process Administrator's own position and the operations of the Autonomous Assets in Securitization Process that it administers will be divided and controlled. d) Relationship between the areas of the Titularization Process Administrator and the Financial or economic Group to which it belongs, if applicable, to avoid the improper use of Privileged Information or Confidential Information, as well as situations that lead to Conflicts of Interest. e) Internal controls that verify that the information provided both internally and externally to the Titularization Process Administrator is truthful and sufficient. f) Internal controls to manage the handling of Securities, cash, and others, both belonging to the Titularization Process Administrator and to the Autonomous Assets in Securitization Process administered. g) Mechanisms for independent accounting information of the Titularization Process Administrators and the Autonomous Assets in Securitization Process that it administers. h) Internal control mechanisms that allow for the identification, quantification, administration, and follow-up of Autonomous Assets in Securitization Process.

4. Anti-Money Laundering, Counter-Terrorist Financing, and Counter-Proliferation of Weapons of Mass Destruction Manual: must refer to the "know your client" policy.

5. Accounting Manual and Chart of Accounts of the society and the Autonomous Assets it administers, which must be prepared in accordance with International Financial Reporting Standards (IFRS).

6. Technological documentation and information: must present, at least, the following:
   a) List and support for the acquisition or lease of technological equipment, as well as the documentation of information security policies and procedures and the different processes that will be carried out through these technological equipment. b) Notification of the contract for the acquisition or lease of the accounting and registration system in which the accounting of the Titularization Process Administrator and the administered Autonomous Assets will be carried out, as well as the lists and evidence of acquisition or lease of the systems and licenses. c) Diagram of the technological platform. d) Problem management plan and continuity plan. e) User roles matrix. f) Policy on internal and external storage of data backups (Backups) that contains, at a minimum, the periodicity, custody, logs, and verification of backed-up data. g) Policy on information security procedures.

ANNEX II
MINIMUM CONTENT OF BUSINESS PLAN

1. Executive Summary: It is the presentation of the idea in a brief analysis of the most important aspects of the project. In three (3) or four (4) pages it must contain the following fundamental aspects:
   a) Express the type of business, what it is about, and who its promoters are, as well as the knowledge they have about the business to be developed. b) Identify the key points and concepts of business development with, at least, the following information:
   i. Target audience.
   ii. Value of the service or product for that audience.
   iii. Market size and expected growth.

2. Conduct a feasibility study for a period of at least five (5) years and that includes:
   a) Necessary investment. b) From which year the investment is estimated to be recovered. c) Fundamental facts during the operation of the business. d) Medium/long-term objectives. e) Identify who conducts the study and on what basis it is conducted.

3. Economic environment situation:
   a) Description of the potential market. b) Market size (sales volume, profitability, etc.). c) Degree of sector consolidation. d) Key success factors of the market. e) Barriers to entry and exit. f) Evolution and growth (historical and future growth rate). g) Trends. h) Strengths and Weaknesses, Opportunities and Threats (SWOT) presented by the environment. i) Current market segmentation. j) Market size for the client segment(s). k) Five (5) year projection of the society, based on its market positioning and financial growth. l) Percentage of the number of clients to be captured with respect to the market volume and the segment to which the business is directed. m) Segment to which the business is directed. n) Existing competitors.

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Sup(‘1‘i111er11C1a dcl Mercado (le Valores de la República Dominicana

4. Definition of services or products:
   a) Description of the services or products to be offered. b) Policies of the services or products. c) Activities that will be carried out to offer the services or products.

5. Marketing and promotion strategy:
   a) Description of the distinctive characteristics of the service or product with respect to the market: distinctive or unique customer perception. b) Differentiation: how it is expected to maintain said service and customer preference over time. c) Main means used for communication. d) Interlocutors or providers of services or products with whom it is intended to work (for example: advertising companies or providers of advertising material).

6. Implementation plan:
   a) Implementation calendar with identification of the main activities necessary to launch the business. b) Main events or activities and the scheduled time to achieve them. c) Quality of services, including how the characteristics and attributes of the services or products to be offered will be kept stable. d) Main interconnections between the different working groups (For example: marketing, operations, etc.). e) Difficulties and risks in implementation, as well as their financial impact.

7. Organization and personnel:
   a) Executive team:
   i. Statement of vision and capabilities.
   ii. Members and profile of the team, including their professional experience.
   iii. Define the mission and objectives pursued by the executive team when setting up the business.
   iv. Roles of the executive team regarding the strategies or challenges of the company.
   v. Time dedicated to the business.
   vi. Anticipate hiring plans.
   b) Organizational chart:
   i. Determine what delegation system is established.
   ii. The organizational design must allow for the flexibility of the company, adaptable to new circumstances and unforeseen events that may arise.

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c) Description of the company or business:
i. Equipment.
ii. Distribution of the physical plant, including a floor plan.
iii. Institutional organization.

Paragraph I. The business plan must be in accordance with what is provided in the Policies and Procedures Manual, the Organization and Functions Manual, or the Administrative Manual and Organizational Chart of the Securitization Process Administrator, as applicable.

Paragraph II. The entity will indicate the operational, personnel, and system infrastructure it has available to carry out its business plan; identifying the key operational changes planned, whether growth or reduction, as well as implementation risks and their financial impact.

Paragraph III. The business plan will be treated as Confidential Information by the Superintendence and is not subject to publication in the Register.

Paragraph IV. Modifications to the business plan and other operational documents indicated in Article 15 (Documentation required to evaluate operational capacity (second phase) of the Regulation) must be notified to the Superintendence for the purpose of updating the Register.

Paragraph V. The Superintendence may request the interested party to expand or specify in greater detail the content of the business plan.

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Superintendence of the Securities Market of the Dominican Republic

ANNEX III
REQUIREMENTS FOR THE APPLICATION FOR AUTHORIZATION AND REGISTRATION IN THE REGISTER OF PUBLIC OFFERINGS OF SECURITIZED OR TRUST VALUES AND THE AUTONOMOUS ASSET IN THE PROCESS OF SECURITIZATION.

I. General Provisions:

1. Formalities of the documentation:
   The documentation must be presented in one (1) original copy in digital format and must be organized in the same order required in the Application Form for Authorization and Registration in the Register established by the Superintendence, which, in turn, must be attached to the file and properly completed.

2. Content of the application:
   The application must be accompanied by the following documentation:
   a)
   Application Form for Authorization and Registration in the Register: The application must be signed by the legal representative or by the general or special attorney-in-fact constituted for such purposes of the Securitization Process Administrator, in which it expresses the commitment to carry out all necessary procedures for the authorization and registration of the Public Offering. Likewise, it must contain a list of the documents supporting the application and an original copy of the document that authorizes the legal representative or the attorney to sign the application and registration form. Interested parties must download the application form for authorization and registration in the Register from the "Services" section of the Superintendence's website (www.simv.gob.do). b) Copy of the payment receipt made to the Superintendence for the deposit of documents, in accordance with what is provided in the Regulation on Fees for the Concept of Regulation and for the Services of the Superintendence of the Securities Market (hereinafter, the "Regulation on Fees"). c) Original of the board of directors' minutes of the Securitization Process Administrator that: (i) approves the constitution of the Separate Asset or of a Public Offering Trust, with the exception of previously constituted Trusts, with the description of their corresponding characteristics; (ii) designates the executives responsible for carrying out all acts necessary for the constitution of the asset and the acts aimed at the registration of said asset in the Register; and, (iii) designates the persons responsible for the content of the documentation to be prepared, the Offering Prospectus, and all the documentation presented to the Superintendence for the authorization of the Public Offering and during the time that the Securities are in circulation.

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Superintendence of the Securities Market of the Dominican Republic d) Copy of the minutes of the competent body of the Originator that authorizes the sale of the Underlying Asset, duly registered by the chamber of commerce, in case it is a commercial company, as applicable, or Minutes or similar document duly stamped and registered, issued by the competent body of the Settlor that agreed on the transfer of the trust asset(s) and the Issuance of the Trust Securities. For the purpose of registering the Originator or the Settlor in the Register, a copy of the Identity Document must be deposited, in the case of natural persons, or the National Taxpayer Registry (RNC) in the case of legal persons. e) Sworn declaration, individual or joint, in the form of a notarial copy or a private instrument legalized by a public notary, of the person(s) responsible for the truthfulness of the content of the Offering Prospectus and of all the documentation presented to the Superintendence for the authorization of the Public Offering and during the time that the Securities are in circulation. f) Draft of the sworn declaration of the board of directors of the Securitization Process Administrator regarding the truthfulness of the information contained in the Offering Prospectus and in all the documentation presented to the Superintendence, in matters within their competence. g) Draft of the sworn declaration of experts or third parties, in matters within their competence, who opine on some aspect of the documents accompanying the application for authorization and registration in the Register or generate documents sent to the Superintendence. Additionally, deposit a copy of the Identity Document in case of being a natural person or, in case of a legal person, the National Taxpayer Registry (RNC) issued by the General Directorate of Internal Taxes (hereinafter, the "DGII"). In the case of the person hired for the valuation or appraisal of the goods or assets that will form the asset, the sworn declaration must also contemplate the independence of the third-party expert with respect to the Underlying Asset, the Securitization Process Administrator, the other participants in the Securitization process and their affiliates. h) Draft of the sworn declaration of the structuring agent regarding the work performed in the exercise of their competencies, if applicable. j) Draft of the contract to be signed with the representative of the Securities holders. k) Draft of the authentic instrument under notarial copy to be signed for each Issuance that is generated from the Issuance Program, which must contain: the denomination of the Autonomous Asset in the Process of Securitization, the nominal Value and the other characteristics and conditions of the securitized or Trust Securities, the designation of the centralized securities depository that will offer the services of dematerialization of said Securities, as well as the other requirements established by Law No. 249-17 as
applicable.

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Superintendence of the Securities Market of the Dominican Republic

l) Model of sworn declaration in the form of a notarial copy or private instrument legalized by a public notary of the representative of the Securities holders, declaring not to be included within the disqualifications and prohibitions established by Law No. 249-17, the Regulation, and other applicable norms. m) Draft of the Issuance Regulation of the Separate Asset or constitutive act of the Trust, as applicable. n) Copy of the Identity Document of the persons responsible for the content of the Offering Prospectus of the Securitization Process Administrator and of all the documentation presented to the Superintendence for the authorization of the Public Offering and during the time that the Securities are in circulation, as well as of the Originator or the Settlor and others as applicable in accordance with what is established in Article 54 of Law No. 249-17. o) Models of contracts to be signed with the entities participating in the Issuance processes and others of importance that form part of the Securitization process. p) Model of administration contract in case the Administrator of the Underlying Asset is not the same Securitization Process Administrator. q) Other contracts or model contracts, documents, and similar, depending on the type of Securitization process to be carried out and at the discretion of the Securitization Process Administrator and the Superintendence, that are relevant to the process. r) Contract for the structuring of the Public Offering of Securities, as applicable. s) Model of placement contract under the modality established in the Regulation of Securities Intermediaries for the Primary Placement of Securities. t) Certificate of acceptance of the trading center administrator authorized to offer the services for the subscription and negotiation of the Securities subject to Public Offering. u) Certificate of acceptance of the centralized securities depository to offer the services of the Book Entry System and the acceptance by the administrator of the clearing and settlement system of the Securities corresponding to the Public Offering. v) Appraisal or financial valuation with an age not greater than sixty (60) business days, as applicable, of the Underlying Asset that will form the Autonomous Asset in the Process of Securitization in accordance with what is established in the Regulation. w) Accreditation of the third party specialized in financial valuation or appraisal that evidences the experience and specialization in the provision of the valuation service.

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x) Draft of Offering Prospectus. y) Model of Primary Placement Notice. z) Report on the Budget of Income, Costs, and Expenses of the Autonomous Asset in the Process of Securitization. aa) Report on the Risk Rating of each Issuance. bb) Copy of the documents that evidence the Coverage Mechanisms, as applicable. cc) Excel format document that supports the calculations of the Offering Prospectus, the Budget of Income, Costs, and Expenses, and the valuation, when applicable, with its annexes and active formulas. dd) Audited financial statements of the last three (3) years, together with the notes and external auditor's opinion and interim accumulated to the last quarter passed and available comparative with the same period of the previous year, when the Autonomous Asset contemplates as an external Coverage Mechanism a joint guarantee issued by the Originator or the Settlor.

II. Specific Provisions:

1. For applications for authorization and registration in the Register to carry out a Public Offering
   of Securities against an existing Trust administered by a trust company registered in the Register, in addition, the following documents and information must be sent:
   a) Notarial copy of the constitutive act and all its modifications, depositing evidence of its registration before the DGII. b) Original of the board of directors' minutes of the trust company in which: (i) the Issuance of the Public Offering against the Trust and the characteristics of the Securities are approved; (ii) the executives responsible for carrying out all acts necessary for such purpose and the acts aimed at the registration of said asset in the Register are designated; and, (iii) the persons responsible for the content of the documentation to be prepared, the Offering Prospectus, and all the documentation presented to the Superintendence for the authorization of the Public Offering and during the time that the Securities are in circulation are designated. c) National Taxpayer Registry (RNC) issued by the DGII. d) Certificate from the DGII accrediting that the Trust is up to date with its tax obligations. e) Legal documentation of the Trust for the last three (3) years or for the time elapsed since its constitution.

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f) Financial information for the last three (3) years or for the time elapsed since its constitution, considering the following:
i. The audited annual financial statements.
ii. The financial statements corresponding to the last fiscal year prior to the
presentation of the application for authorization and registration, which must be audited by an external auditor registered in the Register. Otherwise, it must present a recertification of the audited financial information by an external auditor registered in the Register.
iii. Interim financial statements accumulated to the cut-off of the last quarter, prior to the
presentation of the application for authorization and registration, in a comparative manner with the same period of the previous year. g) Copy of the accountability reports generated by the Trust for the last three (3) years or for the time elapsed since its constitution. h) Operational documents that evidence the functioning of the Trust.

2. For applications for authorization and registration in the Register of a Public Offering against an
   Autonomous Asset in the Process of Securitization whose Underlying Asset is a credit portfolio, in addition, the following documents and information must be sent:
   a) Certification that the portfolio is not pledged and that there are no liens, encumbrances, or limitations on it. This certification must be issued by the Originator or the Settlor, as applicable, through a sworn declaration of the legal representative of the company. b) Considering that the participation of regulated financial intermediation entities in a Securitization process as Originators or Settlors, as applicable, will be governed by the norms issued expressly for this purpose by the Monetary and Financial Administration, as applicable, they must:
   i. Present to the Superintendence a copy of the authorization or non-objection issued
   according to what is established in Articles 94 (Of the securitizations of mortgage credits without prior authorization of the Superintendence of Banks) and 95 (General regime of prior authorization for securitizations by the Superintendence of Banks) of the Trust Law and the letter b) of Article 44 of Law No. 183-02 Monetary and Financial.
   ii. Comply with the Regulation on Procedure to Authorize Operations
   of Purchase and Sale of Mortgage Loan Portfolios of Financial Intermediation Entities for the purpose of Securitization and Acquisition of Securities

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Superintendence of the Securities Market of the Dominican Republic

iii. Approved by the Monetary Board, in which case, the prior authorization of the Superintendence of Banks must be attached, as applicable.
iv. For the case of Securitization of other portfolios other than the mortgage one, the Securitization Process Administrator must verify that said portfolios meet the minimum requirements in terms of category or risk classification, among others, in the manner determined by the Monetary and Financial Administration for such purposes.
v. Comply with any other provision issued by the Monetary and Financial Administration or any other competent authority.
c) Copy of the commitment letter for the acquisition of the Underlying Asset signed between the parties that includes the proposal of the Securitization project and evidence of the realization of the due diligence process or copy of the master purchase and sale agreement signed between the Originator and the securitization entity. d) Model of purchase and sale contract of the Underlying Asset or copy of the same in case that the purchase has been made previously. e) In the cases of credit portfolio Securitization processes, no later than the business day prior to the Issuance Date, as applicable, the Securitization Process Administrator must send to the Superintendence the following documents:
i. Notarized copy of the purchase and sale contract formalizing the purchase and sale operation of the portfolio signed between the Originator or
Settlor and the Securitization Process Administrator:
a. For the case of mortgage credits, the list of assigned debtors as established in Article 105 (Special procedure for transfer of property in processes of Securitization of mortgage credit portfolios) of the Trust Law. This document will contain the portfolio that meets the essential characteristics of homogeneity of the Securitization process and will be attached to the Constitutive Document. b. For the case of other non-mortgage credits, the list of assigned debtors will be attached to the Constitutive Document.
ii. Scanned copy of the appraisals carried out at the time of the origination of the mortgage credits, of the properties that serve as guarantees for them, the physical reports being available upon request of the supervisory bodies, understanding that said bodies could require the update of appraisals of the referred properties, if necessary.
iii. The Issuance Regulation duly stamped, signed, and notarized.

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v. Copy of the originator's evaluation report analyzing the sale of the mortgage credit portfolio in question, its impact, and advantages in the financial statements of the financial intermediary entity acting as Originator or settlor.

3. For authorization and registration applications for a Public Offering backed by an Autonomous Estate in Securitization Process whose Underlying Assets are purchase rights for goods or cash flow-generating assets, in addition, the draft contracts for purchase rights for goods or cash flow-generating assets must be submitted, which must minimally contain the identification of the parties, object, price, transferability condition of the purchase right contract to third parties, delivery requirements and conditions for the goods or assets, payment requirements and conditions, contract expiration date, and obligations of the parties.

4. For authorization and registration applications for a Public Offering backed by an Autonomous Estate in Securitization Process whose Underlying Assets are real estate properties, in addition, the following documents and information must be submitted:

a) Copy of the appraisal or financial valuation of the real estate: The appraisal prepared according to recognized technical value methods and carried out by professionals dedicated to appraisal, duly registered with the Dominican Institute of Appraisers (ITADO) and/or the Dominican College of Engineers, Architects and Surveyors (CODIA) or another officially recognized guild. The valuators carrying out such appraisal must maintain total independence with respect to the Securitization process and its participants. In addition to the information concerning the profession, the appraiser's report must include a description of the methodology used and must detail the liens and annotations affecting the properties.

b) Copy of the legal status certificate of the real estate issued by the corresponding Title Registry accrediting that it is free of encumbrances, liens, or ownership limitations. However, the real estate may support encumbrances, liens, or ownership limitations when their cancellation is established as part of the purpose of the Securitization.

c) Certificate issued by the DGII accrediting that all taxes corresponding to the real estate have been cancelled.

d) Copy of the insurance policies for the real estate evidencing that they are insured against fire, earthquake, and allied risks for at least one hundred percent (100%) of the value of the real estate.

e) Copies of lease, leasing, or sale contracts, where applicable.

f) Copy of the property titles for the real estate.

g) Copies of financing contracts, in case of encumbrance of the goods to be transferred to the Securitization process, where applicable.

5. For authorization and registration applications for a Public Offering backed by an Autonomous Estate in Securitization Process whose Underlying Assets are real estate construction projects, in addition, the following documents and information must be submitted:

a) Total Budget of Revenues, Costs, and Expenses of the project, which must include the value of the land and the cost of designs, technical studies, and economic feasibility and construction programming (Start date of the construction stage of the project, estimated completion date of the work and delivery of the resulting units, as well as other aspects determined by the Securitization Process Administrator), as well as the values corresponding to administration, contingencies, and profits. Without prejudice to any changes that may occur.

b) Copy of the real estate title certificate.

c) In the case of Public Offering Trusts:

i. Certification provided by the trust company indicating that the lands on which the project will be developed or is being developed have been acquired or have been contributed definitively by the settlor or by some of the project investor-partners, and that all formalities required by law for their transfer to the trust company in ownership have been fulfilled.

ii. Certification provided by the trust company indicating that the delivery of the real estate does not present legal problems that could obstruct or prevent the transfer of ownership of the resulting real estate units to future acquirers.

d) Sworn declaration in the form of a notarial copy or a private instrument duly notarized and legalized by the Attorney General's Office, issued by the legal representative or by the general or special attorney constituted for such effects of the Securitization Process Administrator, indicating that:

i. A use other than the Underlying Asset will not be given, and it commits not to divert resources obtained for the financing of the project other than that agreed upon by the parties, under penalty of compromising its civil and/or criminal liability.

ii. The established break-even point for the project.

iii. The technical and legal conditions are met for the project to reach completion.

iv. The construction licenses and necessary permits for the development of the work are in accordance with the pertinent legal requirements.

v. The constructor or promoter of the project complies with minimum levels of solvency, technical, administrative, and financial capacity, commensurate with the magnitude of the project to be developed.

vi. If it is necessary to obtain financing lines to execute the project, there is certainty regarding the obtaining of the indispensable credits for the execution of the work.

e) Advance or down payment insurance policy or its equivalent when the management of resources by the construction company is foreseen.

f) Bank guarantees or fidelity performance insurance policies for the construction contract, constituted by the constructor.

g) Detailed technical and economic study that reasonably concludes the financial viability of the project. This study must contemplate the feasibility of the project and the programming and budget of the work with its execution schedule.

h) Construction contract for the project, where applicable.

i) Sworn declaration, in the form of a notarial copy or a private instrument duly notarized and legalized by the Attorney General's Office, issued by the constructor accrediting experience of more than five (5) years in the construction sector and in works of similar magnitude. Likewise, it must be indicated that the constructor has no relationship nor is part of the economic or financial group of any of the participants in the Securitization process.

j) Sworn declaration, in the form of a notarial copy or a private instrument duly notarized and legalized by the Attorney General's Office, issued by the independent engineer who will be the supervisor of works, budget, and cost control of the Securitization process, accrediting their independence from the constructor of the work and the Securitization Process Administrators, experience of more than five (5) years in the construction sector and in works of similar magnitude. The information supporting what is stated in the declaration must be verified by the Securitization Process Administrator for the purpose of verifying the suitability of the independent engineer in charge of the supervision of works, budget, and cost control of the Autonomous Estate in Securitization Process.

k) Contract signed with a construction supervisor engineer, who must be duly registered with the Dominican College of Engineers, Architects and Surveyors (CODIA). The fees for this supervisor will be paid by the Autonomous Estate in Securitization Process.

l) Additionally, the Securitization Process Administrator for projects already initiated at the time of constituting the Autonomous Estate in Securitization Process must present a report containing the following information:

i. Copy of the insurance policy covering the value of the project against all risks in favor of the Autonomous Estate in Securitization Process or the administrator on behalf of the Autonomous Estate in Securitization Process, with a validity of up to three (3) months after the expiration of the securitized values or Trust.

ii. Percentage of work executed in relation to the project.

iii. In the case of Public Offering Trust, Value of periodic payments made to date and Value pending to be cancelled to the Trust by the settlor.

iv. Budgetary control (comparing programmed with executed).

v. Unit cost as of the report date.

vi. Indication regarding the behavior of the project financing (credits and contributions from the Originator or settlor, where applicable).

vii. Modifications to the project and/or its specifications.

6. For authorization and registration applications whose Underlying Assets are public infrastructure construction projects and public service provision with State participation, in addition, the following must be submitted:

a) Evidence that the private companies participating in the Securitization process and/or the construction project comply with the norms for contracting goods, services, concessions, and public works construction with the State, where applicable.

b) Certificate of authorization for the participation of State entities as Originators or settlor in Securitization processes for infrastructure works and public service provision or for the financing of public works to State entities.

7. For authorization and registration applications for a Public Offering backed by an Autonomous Estate in Securitization Process whose Underlying Assets are Public Offering Securities, in addition, the following documents and information must be submitted:

a) Copy of the registration act abroad of the Securities, where applicable.

b) Information on the Security, including data on ownership, characteristics, and custodian.

8. For authorization and registration applications for a Public Offering backed by an Autonomous Estate in Securitization Process whose Underlying Assets are rights on future cash flows, in addition, the following documents and information must be submitted:

a) Sworn declaration by the legal representative of the Originator or settlor declaring that, regarding the rights to future cash flows, there is no type of encumbrance, ownership limitation, or prohibition to alienate.

b) Model of the sale or assignment contract for future cash flow rights, as appropriate, to be signed between the Originator or settlor and the Securitization Process Administrators.

c) Analysis of the Originator's or settlor's capacity to generate income to maintain and comply with the assignment of future cash flow rights for the duration of the estate based on historical information and audited financial statements of at least the last three (3) years. If information for the aforementioned period does not exist, a sensitivity analysis must be included as required by the Superintendence.

d) Audited financial statements of the last three (3) years of the settlor or Originator, along with the notes and external auditor's opinion and interim accumulations to the last completed quarter available, with comparative data for the same period of the previous year. The audited financial statement of the last year must be carried out by an external audit firm registered in the Registry.

e) Detailed analysis that reasonably concludes the legal, technical, and financial viability of carrying out the proposed process.

ANNEX IV
MINIMUM CONTENT OF THE ISSUANCE REGULATION FOR SEPARATE ESTATES

I. OBJECT, CREATION, AND SEPARATION OF THE SEPARATE ESTATE AND LEGAL REGIME:

1.1 The object of the Issuance Regulation is the constitution of the Separate Estate, the patrimonial separation, the terms and rules of operation of the Separate Estate, the Securitization process, and the issuances of the Program of Issuances of securitized Securities. Additionally, the object of the Issuance Regulation is the establishment of a Program of Issuances of securitized Securities backed by the Separate Estate.

1.2 Identification of the securitization entity, full name of the representative or attorney, and their Identity Document, fixing the domicile for notification purposes, email of the entity, its website, National Taxpayer Registry number, and Commercial Registry number.

1.3 Reference to the board of directors' act where the power of representation is granted by the securitization entity authorizing the representative or attorney to sign and constitute the Issuance Regulation.

1.4 Name, maturity term, and object of the Separate Estate.

1.5 Legal regime and applicable norms for the Securitization process.

1.6 Aspects regarding patrimonial separation and independent accounting of the Separate Estate.

1.7 Indication highlighting the full transfer of ownership rights of the Underlying Asset.

1.8 Highlighted indication that investors, upon acquiring securitized Securities, automatically adhere to the Issuance Regulation, which implies the tacit acceptance of all its terms and conditions.

II. OF THE ORIGINATOR(S)

2.1 Identification of the Originator(s): If the Originator is a natural person, name, nationality, and Identity Document must be indicated. If a legal entity, the corporate name, corporate object, domicile, and National Taxpayer Registry number (RNC) must be indicated.

2.2 In the case of multiple Originators, the rules for distribution of funds obtained with respect to the Underlying Asset transferred must be indicated as the placement of the securitized Securities proceeds.

2.3 Indication that the purchase and sale contract(s) with the Originator(s) are those established in the annex of the Issuance Regulation and the manner in which they will be executed throughout the Issuance Program.

III. DESCRIPTION, ACQUISITION, AND TRANSFER OF THE UNDERLYING ASSET:

3.1 Essential characteristics of homogeneity of the Underlying Asset that will govern for each of the issuances of the Issuance Program.

3.2 Other assets or rights that will form part of the Separate Estate during its validity.

3.3 Loss Ratio index with indication of the reference to the section of the Issuance Prospectus where the methodology employed for its determination is developed.

3.4 Indication that the list composing the Underlying Asset is annexed to the Issuance Regulation and that it varies throughout the Issuance Program, as applicable.

3.5 Procedure that will be used throughout the Issuance Program for the acquisition and transfer of the Underlying Asset from the Originator(s) to the Separate Estate.

3.6 Conditions and procedure for the substitution of the Underlying Asset before the Issuance takes place, if applicable.

IV. CONDITIONS OF ADMINISTRATION AND CUSTODY OF THE UNDERLYING ASSET:

4.1 Identification of the administrator and custodian of the Securitization Underlying Asset.

4.2 Indication of the conditions of administration and custody of the Underlying Asset, as well as the obligations, responsibilities, and others of the administrator and custodian, in case this is exercised by the same securitization entity. In case it is exercised by a third party, the indication that they are established in the administration contract annexed to the Issuance Regulation.

4.3 Indication of the power to subcontract the administration and custody of the Underlying Asset, where applicable, will not exempt the securitization entity from responsibility for such designation.

4.4 Procedure to be followed for the change of Administrator of the Securitization Underlying Asset.

V. ISSUANCE OF THE SECURITIZED SECURITIES:

5.1 Main characteristics of the Securities, which may be stated within certain ranges.

5.2 Indication on whether the Securities can be redeemed early with reference to the Issuance Prospectus where the cases in which early redemption of the securitized Securities proceeds and the methodology to be used are developed, ensuring equitable treatment for all holders of securitized Securities, if applicable.

5.3 Establish, where applicable, the placement objectives, indicating the amounts intended as minimum placement objectives and inherent aspects for when the Issuance condition is not met or such placement objectives for securitized Securities are not reached. In the case where the Underlying Asset consists of real estate construction projects, indicate the break-even point of the project.

5.4 Provisions on the obligations and rights of holders during the validity of the Securities, and their manner of exercising them.

VI. COVERAGE MECHANISMS OF THE ISSUANCE:

6.1 Identify the Coverage Mechanisms to be used and indicate the section of the Issuance Prospectus where the conditions and functioning of each of the Coverage Mechanisms incorporated in the process and the manner in which these will be made effective, if applicable, are detailed.

VII. RULES OF OPERATION OF THE SEPARATE ESTATE:

7.1 Identification of the representative of Securities holders and indicate the section of the Issuance Prospectus where their responsibilities and obligations are detailed.

7.2 Establish the rules applicable to the assembly of Securities holders, including their functions and powers, functioning, and any other aspect in conformity with what is established in current regulations.

7.3 Debt policy of the Separate Estate, if applicable.

7.4 Investment policy of the Separate Estate, if applicable.

7.5 Residual rights, if applicable, identifying their beneficiaries and the section of the Issuance Prospectus where their calculation method is developed.

7.6 Identification of the guarantee agent, in case it is different from the representative of holders, in cases where the Underlying Asset is guaranteed credits as established by the Trust Law.

7.7 The valuation methodology for the assets and liabilities of the Separate Estate, which must be in accordance with international financial reporting standards (IFRS).

VIII. POWERS, RESPONSIBILITIES, PROHIBITIONS, RIGHTS, AND DECLARATIONS OF THE SECURITIZATION ENTITY:

8.1 Responsibilities of the issuer of the securitization entity and aspects regarding its obligation of means and not of results.

8.2 Provisions on the powers, prohibitions, and rights of the securitization entity to which it will be subject during the validity of the Issuance, in order to protect the interests of investors.

8.3 Power of the securitization entity to hire third parties, without exempting it from the responsibility for information on such functions to the Superintendence at the time it requires. Likewise, it must be indicated that the expenses derived from the contracts will be attributed to the Separate Estate and/or the securitization entity, as appropriate, referencing the section of the prospectus where this information is detailed.

8.4 Indicate the amounts or factors on which the commission(s) to be received by the securitization entity for its structuring and constitution of the Separate Estate and the administration thereof will be determined, as well as the manner and timing in which it will be settled and collected.

S I1//IV
Superintendencia del Mercado de Valores de la República Dominicana

8.5
8.6
IX.
Removal of the issuing company.
Establish matters related to accountability, including the obligation to make known the audited financial statements of the Separate Estate, information on the Originator (if applicable), and other matters related to the nature of the Securitization process carried out and the need to keep holders of Securities duly informed, as well as the beneficiaries of the residual of the Securities.

TERMINATION AND LIQUIDATION OF THE SEPARATE ESTATE:
9.1 Rules applicable to the termination and liquidation of the Separate Estate, including the grounds, norms, and procedures regarding early liquidation or upon expiration of the term of the Separate Estate. In the case of an early liquidation, the process for the restitution of the goods or assets existing at the time any of the grounds for early liquidation of the Separate Estate occur due to failure to achieve the break-even point, the placement objective, or others provided for in current regulations and the Issuance Regulation must be indicated, specifying the circumstances that are relevant for this effect, as well as the manner in which obligations generated by the Separate Estate will be attended to, when applicable.
9.2 Indicate that the total restitution of the Underlying Asset constitutes a ground for early liquidation of the Separate Estate.

X.
10.1
10.2
10.3
XI.
GENERALITIES:
Aspects related to modifications to the Issuance Regulation.
Establish matters related to dispute resolution, including the judicial or arbitration regime applicable that must be followed to resolve differences that arise in relation to the Issuance Program, its maturity, and extinction. Other specific clauses related to the type of Securitization being carried out, in addition to those stipulated in the Regulation and other current regulatory provisions.

ANNEXES TO THE ISSUANCE REGULATION:
Annex A: Definitions.
Annex B: List or detail of the Underlying Asset, which may be adjusted or replaced as issuances are carried out within the Issuance Program.
Annex C: Issuance Prospectus and the Supplements to the Issuance Prospectus that are generated from the Issuance Program.
Annex D: Purchase and sale contract.
Annex E: Administration and custody contract, if applicable.
Annex F: Other applicable documents, for example, regarding other types of contracts, certifications, declarations, and studies, which must be listed in this annex indicating that they form an integral part of the Issuance Regulation without the need to be attached. For these purposes, the manner in which such documentation can be accessed must be indicated.

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Superintendencia del Mercado de Valores de la República Dominicana

ANNEX V
MINIMUM CONTENT OF THE CONSTITUTIVE ACT OF THE PUBLIC OFFERING TRUST

The constitutive act of the Public Offering Trust must, at a minimum, contain the clauses indicated in the Trust Law, Regulation No. 95-12, and those indicated below:

Identification of the parties signing it: Full name of the legal representative or attorney-in-fact and Identity Document of the Settlor and the Fiduciary Manager of the Trust Company, as well as the establishment of domicile for notification purposes, electronic address, and their website. In the case where the involved parties include natural persons, the name, Identity Document, profession, or occupation must be indicated. In the case of legal entities, the corporate name, corporate object, domicile, National Taxpayer Registry number (RNC), and the reference to the board of directors' minutes where the power of representation is granted by the society authorizing the signing of the constitutive act of the Trust must be indicated.

Denomination, term to maturity, and object of the Trust.

Indication that the present and future goods or rights to be contributed constitute the patrimony of the Trust and back the Issuance of the Securities, developing the manner in which they will be transferred to the Trust once constituted, as indicated in the Regulation, in cases where applicable.

Legal regime and applicable norms for the Securitization process.

Aspects regarding patrimonial separation and independent accounting of the trust patrimony.

Aspects regarding the full transfer of ownership rights.

Provisions regarding the obligations and rights of holders during the term of the Issuance Program and the manner of exercising them.

In the case of multiple Settlors, the rules for the distribution of funds obtained with respect to the Underlying Asset transferred as the placement of the Securities is carried out, as applicable.

Essential characteristics of homogeneity of the Underlying Asset that will govern each issuance of the program.

Description of the Loss Ratio Index, indicating the section of the Issuance Prospectus where the methodology used for its determination is developed.

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Identification of the administrator and custodian of the Trust's assets, if applicable.

Indication of the conditions for administration and custody of the Underlying Asset, as well as obligations and responsibilities, in case they are exercised by the same administrator society. In case they are exercised by a third party, the indication that they are established in the administration contract attached to the act.

Indication that the power to subcontract the administration and custody of the Underlying Asset, if applicable, will not exempt the trust company from responsibility for such designation.

Procedure to be followed for the change of Administrator of the Underlying Asset.

Main characteristics of the Securities, which may be stated within certain ranges.

Cases in which early redemption of Trust Securities is appropriate.

Indicate, if applicable, the placement objectives, establishing the amounts intended as minimum placement objectives and inherent aspects for when the Issuance condition is not met or these placement objectives for Securities are not reached. In the case where the Underlying Asset consists of real estate construction projects, the break-even point of the project must be indicated.

Provisions regarding the obligations and rights of holders during the term of the Securities and their manner of exercising them.

Identification of the entity that, once the Securities are placed, will carry out the financial services derived from the Issuance Program, such as the payment of interest and liquidation of the Securities at maturity.

Identification of the Hedging Mechanisms used, specifying the section of the Issuance Prospectus where the conditions and functioning of each of the Hedging Mechanisms incorporated in the process are detailed, and the manner in which these will be made effective, if applicable.

Identification of the representative of Security holders, specifying the section of the Issuance Prospectus where their responsibilities and obligations are detailed.

Debt policy of the Trust, if applicable.

Investment policy of the Trust, if applicable.

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Residual rights, if applicable, identifying their beneficiaries and the section of the Issuance Prospectus where their calculation method is developed.

Valuation methodology for the assets and liabilities of the patrimony, which must be developed in accordance with International Financial Reporting Standards (IFRS).

Responsibilities of the issuer, the trust company, and aspects regarding its obligation of means and not of results.

Provisions regarding the powers, prohibitions, and rights of the trust company to which it will be subject during the term of the Issuance, with the aim of protecting investors' interests.

Power of the trust company to hire third parties, without exempting it from the responsibility to provide information on such functions to the Superintendence at the time it requires it. Likewise, it must be indicated that expenses derived from such contracts will be attributed to the Trust and/or the trust company, as applicable, referencing the section of the prospectus where this information is detailed.

Detail the amounts or factors on which the remuneration of the trust company will be determined, as well as the manner and timing in which it will be settled and collected.

Explicitly detail the guidelines for the imputation of expenses to the Trust. Expenses must be strictly related to the objective of the Trust.

Obligation of the trust company to render accounts to the Settlor and the Beneficiary, if applicable, with a copy to the Superintendence and the representative of Security holders.

Accountability, in accordance with what is established in Article 30 (Accountability Regime of the Trustee) of the Trust Law and Articles 37 (Form and content of accountability) and 38 (Periodicity of accountability) of Regulation No. 95-12. The accountability is carried out in a meeting of Security holders. The accountability must include making known the audited financial statements of the Trust, information on the Settlor, if applicable, and other matters related to the nature of the Securitization process carried out and the need to keep Security holders duly informed.

Procedures to be followed in case of a request for exclusion of the Trust from the Registry without the intention of proceeding to its liquidation.

Rules on the termination and liquidation of the Trust, indicating the grounds, norms, and procedures regarding early liquidation or upon expiration of the term of the Trust. In the case of an early liquidation, the manner in which the goods or assets existing at the time any of the grounds for early liquidation of the Trust occur due to failure to achieve the break-even point, the placement objective, or others provided for in current regulations and the constitutive act must be indicated, including the circumstances that are relevant for this effect, as well as the manner in which obligations generated in the Trust will be attended to, when applicable.

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Indication that the total restitution of the Underlying Asset constitutes a ground for early liquidation of the Trust.

Aspects related to modifications to the constitutive act.

Provisions on dispute resolution, indicating the judicial or arbitration regime applicable that must be followed to resolve differences that arise in relation to the Issuance Program, its maturity, and extinction.

Rules for the distribution of resources captured from the placement and with respect to transferred assets.

Other specific clauses related to the type of process being carried out, in addition to those stipulated in the Regulation and other current provisions.

Indicate the duration of the Trust, whose term cannot be less than that of the maturity of all Securities issued against the Trust.

Rules regarding actions applicable for breach of contract by any of the parties.

Others indicated in the Regulation, the Trust Law, Regulation No. 95-12, and those determined by the Superintendence.

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SC-07-03-05
Superintendencia del Mercado de Valores de la República Dominicana

ANNEX VI
MINIMUM CONTENT OF THE ISSUANCE PROSPECTUS OF THE ISSUANCE PROGRAM OF SECURITIZED VALUES OR TRUSTS

Instructions for the preparation of the Prospectus

1. The objective of this annex is to indicate the minimum content and the manner in which the information contained in the Issuance Prospectus must be presented to the Superintendence, which must strive to be a useful instrument that allows the investor to contrast the information contained in the prospectus with respect to other Autonomous Estates in Securitization Process of similar nature.

2. In case certain subsections or chapters of this annex are not applicable, it will not be necessary to develop them. However, depending on the case, equivalent information must be provided or it must be indicated that it does not apply. Likewise, if certain information required in any subsection of this annex has been included in another chapter of the Issuance Prospectus, it will not be necessary to duplicate it, including a reference to the chapter in which it is found.

3. In the preparation of the prospectus, clear and easy-to-understand language must always be used, avoiding using technical or legal terms that cannot be easily understood by a person who does not have specialized knowledge in the matter in question. Likewise, superlative terms and value judgments must be avoided; however, if considered necessary, they must be adequately justified.

4. For adequate legibility of the prospectus, a font size equivalent to Times New Roman, number 12, must be used.

5. The minimum content of the Issuance Prospectus required in this instruction is indicated in an enumerative, but not limiting, manner. Depending on the type of Securitization, the Superintendence and/or the Securitization Process Administrator may propose the necessary additions and adjustments.

6. The additional information to the minimum content and the formalities established in the Regulation, this instruction, and its annexes, such as presentation, the use of graphic resources, images, attached documents, among others, as well as the aesthetics of the prospectus, are at the discretion of the Securitization Process Administrator, who must take into consideration the importance this document holds for its own purposes, as an effective instrument in the promotion of the Issuance Program, the decision-making of investors, and also for the transparency and integrity of the Securities Market.

7. The Superintendence may require the elimination or reformulation of any information that it considers may induce confusion, error, or misinterpretation by the public.

8. The prospectus must contain all the necessary information for the investor to formulate a rational judgment on the investment, avoiding omitting information or declarations on facts that warrant disclosure.

9. In case the Issuance Prospectus presents a report or statistics obtained from a public information source, the same must be cited.

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10. In the case of preliminary Issuance Prospectuses, those data that are not known at the date of its preparation, such as the price and placement date of the Securities, must include the legend "to be determined".

11. The cover of the prospectus must be sealed by the Securitization Process Administrator and signed by the legal representative.

I. COVER:
The cover of the Issuance Prospectus must contain, at a minimum, the following information:

1.1 Title: "Preliminary or definitive Prospectus (as applicable) of the Issuance Program of Securitized Values or Trust (as applicable)", duly highlighted.

1.2 Specific denomination of the Autonomous Estate in Securitization Process, duly highlighted, and indication of the authorization number and registration in the Registry, as well as its National Taxpayer Registry number.

1.3 Object of the Autonomous Estate in Securitization Process.

1.4 Type of Securitized or Trust Values.

1.5 Issuance Program: currency, number of Securities, authorized amount of the Issuance Program, nominal Value, Risk Rating, maturity of the Securities, and clearly highlight if the Public Offering contemplates the early redemption option.

1.6 Name of the risk rating agency.

1.7 Name of the Originator or Originators.

1.8 Name of the Securitization Process Administrator, National Taxpayer Registry number, corporate domicile, and the number of registration in the Registry.

1.9 Name of the placement agent(s).

1.10 Name of the representative of the mass of Security holders of the Securitization process.

1.11 Date of preparation of the prospectus.

1.12 Legends whose inclusion is required by the Superintendence as deemed necessary for the correct disclosure of risks.

II. WARNINGS FOR THE INVESTOR:
In a prominent manner, the following legends must be indicated:

2.1 "The authorization of the Superintendence of the Securities Market and the registration in the Securities Market Registry do not imply certification or any responsibility on the part of the regulatory entity, regarding the solvency of the Autonomous Estates in Securitization Process registered in said Registry, nor of the price, subscription, or profitability of the Securities ("securitized" or "of Trust" as applicable) that are issued against them, nor guarantee on the merits of said Securities."

2.2 "The information contained in this Issuance Prospectus and its annexes is the exclusive responsibility of (indicate name of the Securitization Process Administrator) and the responsible parties who have participated in its preparation, whose names appear in the present

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Superintendencia del Mercado de Valores of the Dominican Republic 2.3 2.4 2.5 prospectus. The investor must evaluate the convenience of acquiring these Securities (indicate "titularized" or "Trust", as applicable), bearing in mind that the only entity responsible for the payment of the Securities (indicate "titularized" or "Trust" as applicable) is the Autonomous Estate in Titularization Process (indicate denomination of the Autonomous Estate in Titularization Process). The Securities (indicate "titularized" or "Trust" as applicable) will be paid exclusively with the assets of the Autonomous Estate in Titularization Process and its cash flows. The documentation related to the present Public Offering is of a public nature and is available to the general public in the Securities Market Registry. "The (Insert name of the Titularization Process Administrator) is subject to compliance with Law No. 249-17 on the Securities Market and the regulations and resolutions issued by the National Securities Market Council and the Superintendence of the Securities Market, regarding the exercise of its activities or services. Likewise, the general provisions of administrative law, corporate, commercial, monetary and financial legislation, common law, and commercial usages, as applicable to each case, will apply supplementarily in matters not specifically provided for in the aforementioned norms. In this sense, it should be noted that the regulatory and normative compliance of the information reflected in the documentation corresponding to the Public Offering (insert name of the estate in Titularization Process) is the sole responsibility of (Insert name of the Titularization Process Administrator). Therefore, in case of contradiction between the content of this document and the current regulations at the time, the regulatory provisions and the applicable legal framework will prevail, which will entail the automatic modification of this document, and (Insert name of the Titularization Process Administrator) must take timely form and substance measures to make the corresponding adjustments." "The Risk Rating does not constitute a suggestion or recommendation to buy, sell, or hold a Security (indicate "titularized" or "Trust", as applicable), nor an endorsement or guarantee of an Issuance or its issuer; but a complementary factor for investment decision-making. Additionally, see the section (insert corresponding subsection) on "risk factors", which contains an exposition of certain risks that must be considered by potential acquirers of the Securities (indicate "titularized" or "Trust" as applicable) offered. In the case where the Titularization Process Administrator belongs to a Financial or Economic Group, the following legend must be included: "The Separated Titularization Estate or Public Offering Trust (as applicable) has no relationship or comparative responsibility with any entity of the Financial or Economic Group (include the name of the group), or any
other entity linked to the Titularization Process Administrator, because it is an Autonomous and independent Estate."
2.6 "Any decision to invest in the titularized or Trust Securities (as applicable) must be based on the investor's consideration of the Issuance Prospectus and the Constitutive Documents as a whole."
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Superintendencia del Mercado de Valores of the Dominican Republic
2.7 Other legends, warnings, or information of the Autonomous Estate in Titularization Process and of the Securities that the Superintendence requires or determines the Titularization Process Administrator to include, considering them reasonable and timely to protect investors and safeguard the transparency and integrity of the Securities Market.
III. TABLE OF CONTENTS:
3.1 An index must be incorporated that helps the reader quickly identify the different parts of the Issuance Prospectus and the page number where they are located within the document.
IV. GLOSSARY:
4.1 The Issuance Prospectus must contain a glossary in which all those terms that the potential investor must know for easy comprehension of the Autonomous Estate in Titularization Process will be included, as well as those technical terms that are little known and difficult to interpret taking into account the type of Titularization.
V. SUMMARY OF THE ISSUANCE PROSPECTUS:
This section includes, briefly and in clear language without using technical terms, the characteristics and risks of the Public Offering of Securities and of the Autonomous Estate in Titularization Process and, at least, must indicate:
5.1 List of parties involved in the Titularization Process.
5.2 Denomination of the Estate in Titularization Process.
5.3 Public to whom the Public Offering is directed.
5.4 Quantity of Securities and nominal amount of the Issuance Program.
5.5 General description of the issuances or Tranches of the program: type of Securities to be issued, minimum investment, Issuance Date, maturity, early redemption option, among others. The final characteristics of each Issuance or Tranche will be established when there is knowledge of them.
5.6 Aspects related to the payment of interest or yields and capital of the Securities, as applicable.
5.7 Summary of the risks associated with the Autonomous Estate in Titularization Process and the Securities.
5.8 Identification of the Underlying Asset and its essential homogeneity characteristics.
5.9 Identification of the Hedging Mechanisms.
5.10 Risk Rating of the issuances.
5.11 Schematic explanatory chart of the Titularization Process.
5.12 Use of funds from the Issuance Program.
5.13 Place where Supplements can be consulted, if generated.
5.14 Place where an investor can direct themselves in case of doubts about the Public Offering.
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Superintendencia del Mercado de Valores of the Dominican Republic
VI. RESPONSIBLE FOR THE PREPARATION AND CONTENT OF THE ISSUANCE PROSPECTUS:
6.1 Responsible for the preparation and content of the Issuance Prospectus and all the documentation of the Public Offering: In this section, reference must be made to the persons responsible for the content of the prospectus on the part of the Titularization Process Administrator, as well as the Originator and the Trustor, as applicable. As well as all the documentation presented to the Superintendence for the authorization of the Public Offering and during the time the Securities are in circulation in the Securities Market, in accordance with what is established in article 54 of Law No. 249-17.
6.2 Of the external auditors of the Autonomous Estate in Titularization Process: Identification of the external auditors who have the preparation of the audit reports of the Autonomous Estate in Titularization Process in their charge and their date of designation, including the name, address, and other general information, as well as the name of their main contact. It must state that said firm is registered in the Superintendence and indicate its identification number in the Registry.
6.3 Placement Agents: Include general information about the placement agents, such as their name, address, telephone numbers, responsibilities and functions of the representative(s) of the placement agent(s) and registration number in the Registry.
6.4 Other experts or third parties who opine on any aspect of the prospectus or generate documents submitted to the Superintendence, within their competence, as established in article 54 of Law No. 249-17 and article 92 (Responsibility of the information) of the Regulation, as applicable. If third parties external to the Titularization Process Administrator have participated in the preparation of the prospectus or in the elaboration of the legal documents or any other kind of the Autonomous Estate in Titularization Process, their name, address, and other general information must be indicated, including the name of the contact person of the same.
VII. ISSUANCE AND PLACEMENT OF THE SECURITIES:
This subsection covers the relevant aspects of the Securities Issuance Program (characteristics, conditions, among others).
7.1 Clarification that the Issuance is charged to the Autonomous Estate in Titularization Process.
7.2 Characteristics of the Issuance Program, which will be established when there is knowledge of them prior to the approval of the definitive Issuance Prospectus or its Supplements and will include, at least, the following:
7.2.1 Class of Securities.
7.2.2 Quantity of Securities and total amount of the program at nominal value.
7.2.3 Amount and type, if applicable, of each of the issuances or Tranches to be generated.
7.2.4 Nominal value of the Securities.
7.2.5 Issuance Date.
7.2.6 Maturity term of the Securities.
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Superintendencia del Mercado de Valores of the Dominican Republic
7.2.7 Minimum investment.
7.2.8 Representation of the Securities.
7.2.9 Placement objective or break-even point, as applicable. It must reveal, at least, the minimum required amount, percentage, or indicator, maximum term to fulfill it, restrictions until the placement objective or break-even point is fulfilled, and consequences of its non-compliance.
Indication that the fixing of the final characteristics of the issuances is delegated to the Titularization Process Administrator as long as they are included in the ranges established in the Issuance Program and the indication that the final characteristics of each Issuance or Tranche within the program are established in the definitive Issuance Prospectus or its corresponding Issuance Supplements. Likewise, indicate that the Titularization Process Administrator will inform as a Relevant Event the subscribed amount of the corresponding Issuance or Tranche, in case it is lower than the amount approved and indicated in the Primary Placement Notice. Distribution of yields: It must indicate the periodicity of yield distribution in the cases of titularized Securities or Variable Income Trusts, establishing from when this period begins, the mechanism or procedure that the Titularization Process Administrator will use charged to the Autonomous Estate in Titularization Process to make the payment and its distribution and expressing if there is an exception period (holidays, weekends, among others). Likewise, any other relevant aspect related to the distribution of yields must be reported. Interest of the Securities, for the cases of titularized Securities or Fixed Income Trusts:
7.5.1 Type of annual interest rate that the Securities of each Issuance will generate: Indicate if the investor will be paid a fixed annual interest rate or a variable annual interest rate. If the interest rate is fixed, it must be indicated that it will remain unchanged until the maturity date of the corresponding Issuance.
7.5.2 Periodicity and date of interest payment, indicating that the periodicity will be counted from the Issuance Date of each Issuance. Likewise, the day corresponding to the interest payment must be specified when it falls on a holiday or non-working day or the day does not exist in the month corresponding to the payment. Clarify that the above does not affect the method of interest calculation.
7.5.3 Calculation of interests: Indicate the formula for the calculation of interests, pointing out the meaning of each of its variables and the basis of the calculation, including, at least, one example.
7.5.4 If the interest rate is variable, the reference or indicator with which it is related and the method for determining the rate will be described clearly. For these purposes, the following must be indicated, at a minimum:
7.5.4.1 Composition of the rate: The reference rate to be taken prior to the Issuance Date or the date of rate review, as the case may be, plus the fixed margin, if applicable.
7.5.4.2 In case of using a reference rate, it must take the one published as "non-preliminary" or definitive.
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Superintendencia del Mercado de Valores of the Dominican Republic
7.5.4.3 Indicate, at least, one alternative reference or indicator of public access to which the interest rate will be related in case of unavailability of the original reference or in case its publication is eliminated.
7.5.4.4 Periodicity of rate review and the way in which said rate will be updated. (Scope and term on which said reference governs or has validity).
7.5.4.5 Include an illustrative example that contemplates, at least, the process of interest rate review.
7.5.4.6 Indicate the place, form, and moment in which the revised interest rates are announced and made known to the public.
7.5.4.7 Include a graph and brief review of the evolution that the reference rate to be used has experienced during the last twelve (12) months.
Establish the mechanism that the Titularization Process Administrator will use for the payment of interests.
Express indication of the effects derived from a possible non-compliance with the payment of interest on each of the dates on which they become due, independent of the actions that investors may exercise, either individually or through the representative of the mass of holders; and indicate if a late fee will be paid in case of delay in interest payments, the rate to be generated on the amount owed in delay, and the method of calculation of the late amount. If there is a late fee, a numerical example in the currency of the issuance must be included that illustrates the case. Likewise, in case of no late fee payment, it must be indicated in uppercase letters, highlighted, and at least two points above the number of letters used in the document. Indication of the conditions relative to the interest payment obligations of the Autonomous Estate in Titularization Process that imply a default of the same, as well as the procedure to follow when it occurs. Amortization of capital of the Securities, for the case of Fixed Income Securities:
7.5.8.1 Form of capital amortization: at maturity of the Securities or through periodic payments, as well as its calculation basis, the periodicity of payment, the start date of payments, and the mechanism or procedure that will be used to make said payment, ensuring equitable treatment for all Security holders. If the payment is made through coupons, indicate dates and procedure for the payment of coupons, explicitly expressing if there is an exception period (holidays, among others). If the capital payment will be made through periodic installments, it must be indicated in addition to what is established above that the amortizations will not affect the Nominal Value of the Securities.
7.5.8.2 Indicate if a late fee will be paid in case of delay in the payment of capital, establishing the causes of said delay, the rate to be generated on the amount owed, and the method of calculation of the late amount. If there is a late fee, a numerical example in the currency to be issued must be included that illustrates the case. Likewise, in case of no late fee payment, it must be indicated in uppercase letters, bolded, and at least two points above the number of letters used in the document.
7.5.8.3 Indication of the conditions relative to the capital payment obligations of the Autonomous Estate in Titularization Process that imply a default of the same, as well as the procedure to follow when it occurs.
7.6 Early Redemption, in the cases of Fixed Income Securities, if applicable. If the Issuance contemplates the option to redeem the capital of the Securities early, the methodology to be used to determine the amount to be paid to investors ensuring equitable treatment for all Security holders must be indicated. If the Issuance Program contemplates the option to redeem the capital of the Securities early, it must be indicated from when the right to exercise the early payment option can be exercised starting from the Issuance Date of each Issuance that is generated. Likewise, the following must be included:
7.6.1 Clarification that in the corresponding prospectus, Supplement, and Primary Placement Notice of each Issuance, it will be informed if said Issuance has the option of early redemption.
7.6.2 Establish the mechanism or procedure that the Titularization Process Administrator will use to make said payment.
7.6.3 The redemption must be made for the total or partial amount of each Issuance within an Issuance Program. In the case that the redemption is partial, an equitable method among all Security holders of an Issuance must be determined and indicate the procedure for the selection of the Securities offering equal treatment that assists all holders and the conditions that give rise to early redemption.
7.6.4 The methodology to be determined must consider that the Securities are not fractional, that is, the Nominal Value must be respected.
7.6.5 Time of advance to the early payment date that the Titularization Process Administrator will inform the Security holders and the representative of the mass of holders of the early redemption decision and by which means they will be informed.
7.6.6 Include the type of minimum information that must contain the publication of the early payment notice to be made to the holders.
7.6.7 In the cases of early redemption, the Securities to be redeemed must be at their Nominal Value and must contemplate the premium or additional payment (if applicable) to the holders for the exercise of the early redemption option.
7.6.8 Include an example with the currency in which the payment to be made in an early redemption is issued including, at least: amount of the investment, Issuance Date, early payment date, maturity date of the Issuance, Value of the premium or the amount to be paid in percentage and amount, redemption price, and total amount to be paid in the redemption.
Clarify if the early payment date can coincide or not with the interest payment date. In case they do not coincide, indicate that it will not affect the payment of the interests of the corresponding period, that is, the investor will receive the amount for the SC-07-03-05 Edition 3 Page 37 of 59 Av. César Nicolás Penson No. 66, Gascue, Santo Domingo, Dominican Republic Telephone: 809.221.4433 http://www.sim.gob.do | info@sim.gob.do | RNC: 130-13172-3

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Superintendencia del Mercado de Valores de la República Dominicana 7.7 7.8 7.9 interests of the period, counted from the date of the last coupon payment until the day immediately preceding the early payment date. Valuation methodology of the Securities to be issued, if applicable. Fiscal Regime: The fiscal regime must be indicated with sufficient breadth, literally transcribing the legal provisions applicable to the public offering and to the Autonomous Patrimony in Securitization Process. Likewise, the taxes to which the returns generated by the Securities acquired by investors who are legal entities or individuals, national or foreign, must be indicated, as well as any other tax applicable to transactions that are carried out with these Securities. At the same time, it must be specified implicitly in the prospectus that:
"the information presented is a summary of the current fiscal provisions at the moment of the preparation of the Issuance Prospectus and that they are not found in a detailed manner for each specific situation of each investor, and therefore it is recommended to any potential investor to obtain professional tax advice to analyze the tax implications of investing in the Public Offering Securities offered Primary Market of Securities:
7.9.1 Everything that a potential investor should know in order to effect
the investment or subscription of the Security must be added.
7.9.1.1 Distribution and Primary Placement of Securities among investors: In
this section, the placement and distribution process of Securities will be explained in detail according to the criteria established in Title VI (Primary Placement) of the Regulation.
7.9.1.2 Period of placement of the public offering.
7.9.1.3 Placing Agent: Name, address, telephone numbers, responsibilities and
functions, as well as the registration number in the Registry.
7.9.1.4 Placement Process: It must be indicated how the requests of
investors will be managed for their placement. Likewise, establish if there is pro-rata allocation and its method of calculation in the event that the requests of the investors exceed the amount of the Issuance or Tranche.
7.9.1.5 Placement Modality: The placement modality will be indicated according to
what is established in the Regulation for Securities Intermediaries.
7.9.1.6 Primary Placement Price of Securities. In the case of placements in
foreign currency, indicate the placement price to subscribe the securitized or trust securities by the placing agent or agents in accordance with the corresponding placement contract.
7.9.1.7 Minimum Investment.
7.9.1.8 Other information: For example, advisors related to the Issuance, agents
of distribution, among others.
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Superintendencia del Mercado de Valores de la República Dominicana
7.9.2 Form and dates to make the disbursement of the subscription effective, including the date
Value of transactions. Additionally, it must indicate the form of notification of results to the investor.
7.10 Negotiation of Securities:
7.11
7.12
7.10.1
7.10.2
7.10.3
7.10.4
7.10.5
7.10.6
Circulation of Securities: Reference must be made to the circulation of Securities, specially pointing out if there are restrictions on their free transferability or the mention that no such restrictions exist. Secondary Market of Securities: Point out the negotiation mechanism through which Securities will be negotiated in the Secondary Market of Securities, schedule and transfer or transfer of Securities and when negotiation of the Securities in the Secondary Market of Securities can begin. It shall be stated that the requirements and conditions that are demanded for the admission, permanence and exclusion of Securities in these secondary markets are known, according to current legislation and the requirements of their regulatory bodies, and that the issuer accepts to comply with them. Identification of the market or segment of the market to which the Public Offering is directed, also pointing out the profile of the investors to whom the Issuance is directed and indicating the reasons for the choice of the same. Commissions and expenses of the Issuance Program: Commissions and expenses of the Issuance Program must be indicated. These data must be indicated as maximum amounts in annual terms and percentage of the total Issuance Program, as well as specifying the tariff applied and payment periodicity of each commission or expense. They must be divided into those expenses that will be paid only once and those that will be paid periodically during the life of the program presenting the total cost of each one of them. When the Issuance Program is in another currency other than Dominican pesos, expenses and commissions must be presented in both currencies and specify the exchange rate used. When any item of expenses is unknown, it may be estimated and identified as such in a footnote. Additionally, it must be indicated who will assume the cited commissions and expenses. Commissions and other expenses borne by Security holders: It must be indicated the commissions and expenses borne by the investor relative to the centralized deposit of Securities, Centralized Negotiation Mechanism and other entities that correspond. 7.11.1 7.11.2 In the event that commissions are not fixed amounts, the method of calculation of said commissions must be clearly indicated. Likewise, indicate if these entities reserve the right to review their tariffs at any time, if prior authorization of the Superintendence is required or not and where the investor can access the tariff schedule. Financial services of the Issuance Program:
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7.12.1 Name and
address of the entities that, once the placement of the Securities has been carried out, will carry out the financial service derived from the Issuance(s) generated from an Issuance Program (payment of interest and settlement of the securitized or Trust Security at maturity, as well as any other that might arise during the validity of the securitized Security).
7.13 Risk Rating:
7.13.1
7.13.2
7.13.3
7.13.4
Name of the risk rating agency, corporate name, National Taxpayer Registry number (RNC), address, legal representative, telephone, registration number in the Registry, among others.
Risk Rating assigned to the program or to each Issuance and to the Administrator of Securitization Processes, with a clear and comprehensible explanation of its meaning, according to the current nomenclature of the rating agency. The complete report must be presented as an annex to the Issuance Prospectus, as well as to the corresponding Issuance Supplement. Date of the Risk Rating. Summary of the reports of the rating agencies. It must also be indicated that the non-extensive report is attached to the prospectus.
7.14 Protection policies for holders.
7.15 Provisions on the obligations, prohibitions and
rights of investors during the validity of the Issuance Program.
7.15.1 Complementary supervision powers: Indicate existence of powers of
supervision complementary to those established in the Regulation, granted to the holders of securitized or Trust Securities and to their representative, if corresponding.
VIII.
INFORMATION OF THE ORIGINATOR(S) OR SETTLOR(S):
8.1 Identification of the Originator(s) or Settlor(s): If the Originator or settlor is
an individual, the name, nationality, Identity Document must be included. If it is a legal entity, the corporate name, business object, address and National Taxpayer Registry number (RNC) and contact must be included.
8.2 In the case of several Originators or
settlers, the rules of distribution of the funds obtained with respect to the Underlying Asset transferred to the extent that the placement of the securitized or Trust Securities is carried out.
8.3 It must be informed in general terms the reasons for the creation of the Autonomous Patrimony in
Securitization Process by the Originators or settlers and the use of the funds.
8.4 For the case of Separate Patrimonies, the description of the purchase and sale contracts with the Originator(s) and
the manner in which they will be executed over the SC-07-03-05 Edition 3 Page 40 of 59 Av. César Nicolás Penson No. 66, Gazcue, Santo Domingo, Dominican Republic Telephone: 809.221.4433 ° http://www.sim.gob.do | info@sim.gob.do RNC: +01-31372-3

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Superintendencia del Mercado de Valores de la República Dominicana 8.5 8.6 8.7 8.8 8.9 length of the Issuance Program. There may be framework purchase and sale contracts, as well as complementary ones.
For the case of securitizations of rights over future cash flows, the description of the economic activity, products and market participation of the Originator or settlor must be included, this applies in the case where the Autonomous Patrimony contemplates as an external Coverage Mechanism a joint guarantee issued by the Originator or the settlor. Likewise, they must provide information on their capital, board of directors and corporate governance, their risks and other information considered relevant according to the case. Economic or financial group to which it belongs, if applicable. Indicate whether or not there is a link between the Originator or settlor and the placing agent, the Administrator of Securitization Processes or others who participate in the Public Offering. Economic and financial information: audited financial statements of the last three (3) years and interim financial statements accumulated compared with the same period of the previous year. Such audited statements must be attached to the issuance prospectus along with the notes and external auditor's opinion. A financial analysis of the originator or settlor must be developed, detail of debts and important pending legal processes. In the case of Securitization Processes of rights over future cash flows from sales or provision of services, the financial analysis must contemplate the analysis of the income generation capacity of the originator or settlor to maintain and comply with the assignment of future cash flow rights for the duration of the patrimony based on historical information and audited financial statements of at least the last three (3) years. Additionally, they must inform about the obligation of the originator or settlor, as appropriate, to send to the Superintendence periodically the audited and interim financial statements in the form and deadline required for the Autonomous Patrimony. Detailed analysis that reasonably concludes the legal, technical and financial viability of carrying out the proposed Securitization process.
8.10 Develop the placement objective, if applicable.
8.11 In the risk section, a subsection on the risk of the Originator or settlor must be included
where the risks associated with them that affect or may affect the patrimony are developed, such as, performance or business continuity risk, credit risk, liquidity risk, the risk of inability to generate sufficient cash flows if the cash flow depends on demand and selling price of the goods or services on which the right to future cash flow is assigned, among others as applicable. Likewise, a section must be developed where the inherent risks of the asset generating the rights over future cash flows assigned are described, which could be the risk of non-diversification of cash flow sources, default risk, fund diversion risk, strategic risk regarding changes made to the Originator or settlor that affect cash flows, risk of destruction of the assets that generate the securitized cash flow, among others related to the type of asset in Securitization Process.
8.12 In the Coverage Mechanisms section, mechanisms may be included to mitigate the
risk of fund diversion that arises from the assignment of rights over cash flows, the risk of continuity and conservation of the asset generating the assigned cash flow rights, establishment of covenants or financial ratios to the settlor or Originator and the SC-07-03-05 Edition 3 Page 41 of 59 Av. César Nicolás Penson No. 66, Gazcue, Santo Domingo, Dominican Republic Telephone: 809.221.4433 ° http://www.sim.gob.do | info@sim.gob.do RNC: +01-31372-3

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Superintendencia del Mercado de Valores de la República Dominicana 8.1 IX. consequences of non-compliance, according to the type of right over assigned cash flows and the structure of the Autonomous Patrimony in Securitization Processes. Any other information considered relevant. DESCRIPTION OF THE ASSETS OF THE AUTONOMOUS PATRIMONY IN SECURITIZATION PROCESS:
9.1 Essential characteristics of homogeneity of the Underlying Asset that will govern for each one of
9.2
9.3
9.4
9.5
9.6
Av. César Nicolás Penson the issuances of the program.
9.1.1 Description of the underlying asset.
9.1.2 Other assets and/or rights that will form part of the Autonomous Patrimony in Securitization Process during its validity.
Valuation methodology of the Underlying Asset. Information must be provided on the most recent valuation performed on the underlying asset, including the general data of the person in charge of the valuation, their experience in providing the service and independence with respect to the Administrator of Securitization Processes and the other participants in the Securitization Process and their affiliates. Loss Index or deviation index, as applicable, and detailed description of the methodology used for its determination and indication of the mathematical calculations performed. Indication that the list comprising the Underlying Asset is attached to the Issuance Prospectus and if it varies throughout the program. Acquisition and transfer of the Underlying Asset:
9.5.1 Procedure that will be used throughout the Issuance Program for the
acquisition of the Underlying Asset.
9.5.2 Procedure that will be used throughout the program for the transfer of the
Underlying Asset from the Originator(s) or settlor(s) to the Autonomous Patrimony in Securitization Process.
9.5.3 Sanitation obligations on the part of the Originator(s) or
settlor(s) and procedure for the same.
9.5.4 Conditions and
procedure for the substitution of the Underlying Assets before the Issuance is carried out, if applicable.
Conditions of administration and custody of the Underlying Asset.
9.6.1 Administrator and custodian of the Underlying Asset of the Autonomous Patrimony in
Securitization Process. Name, National Taxpayer Registry number (RNC), business object, contact and legal representative.
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9.6.2 Explanation of the conditions of administration and
custody of the Underlying Asset, as well as the obligations, responsibilities and others of the administrator and custodian and that the Underlying Asset in administration and custody will vary throughout the Issuance Program and the fees to be charged to the Patrimony in Securitization Process for this service.
X. PARTICULAR INFORMATION ACCORDING TO THE TYPE OF SECURITIZATION PROCESS:
10.1 Minimum additional information to be included in the Issuance Prospectus of processes of
Securitization of rights over future cash flows from sales or provision of services:
10.1.1 In the cases of Autonomous Patrimony in Securitization Process whose Underlying
Asset are rights over future cash flows, for which the Originator or settlor does not have financial information of, at least, three (3) years, the Administrator of Securitization Processes or a qualified third party must prepare a sensitivity analysis of the Autonomous Patrimony in Securitization Process. The analysis will consist of a mathematical, statistical and actuarial evaluation of the cash flows to be generated by the Underlying Asset applying a stochastic process on the defined assumptions for the budget of the Autonomous Patrimony in Securitization Process with the aim of determining how sensitive it is to them the Internal Rate of Return (IRR), Net Present Value (NPV), among other measures that allow Valuing the viability of the patrimony, as well as the Loss Index of the Autonomous Patrimony in Securitization Process. Market trends, changes in macroeconomic and operational variables, risks and uncertainty, among other variables that affect income generation must be contemplated. To determine the sensitivity of the Securitization process in each scenario, the following formula will be used:
(VANb - VANa)
Sensitivity Analysis = VANa
Where:
VANb is the Value of the NPV obtained after the change of variables VANa is the Initial Value of the NPV, before the change of variables, i.e., the budget of the patrimony in its base scenario.
10.1.2 It must be pointed out that the complete copy of the sensitivity analysis is attached to the
prospectus.
10.1.3 Detailed analysis that reasonably concludes the legal and
technical viability of carrying out the proposed Securitization process.
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S11//IV
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10.1.4 Indication that the lack of funds for the payment of obligations to the Separate Patrimony,
once all Coverage Mechanisms have been exhausted, will not imply the extinction of the rights of the holders of securitized Securities, who may exercise their right to collect with respect to said Separate Patrimony as established in article 98 (Obligations of the Originator or Settlor of a Securitization process based on rights over future cash flows) of the Regulation. Once the Autonomous Patrimony in Securitization Process is liquidated, they may exercise their right to collect from the Originator(s) or settlor(s). These aspects must be additionally included in the Constitutive Document.
XI. ADDITIONAL INFORMATION OF THE TRUST:
This chapter must be developed in the case that the trust is previously constituted.
11.1.Constitution of the trust: Date, documents and authorizations of constitution of the trust.
11.2.Authorization granted by the competent body for the carrying out of the Public Offering to the previously constituted trust.
11.3.Audited annual financial information of the last three (3) years or for the time elapsed, interim financial statements corresponding accumulated and compared with the same period of the previous year. Such audited financial statements must be attached with their respective notes to the Issuance Prospectus. 11.4.External auditor of the audited financial statements.
11.5. If the Public Offering Trust has another Issuance Program in
circulation, include its main characteristics and amount in circulation.
11.6.Information on the debts and conditions contracted by the trust.
11.7.Any other relevant information and of interest for the knowledge of investors on the development of the trust prior to the presentation of the Public Offering.
XII. ACTIVITIES CARRIED OUT BY THE INTERVENING PARTIES:
12.1 Removal of the Administrator of Securitization Processes.
12.2 External Auditor: functions, fees, removal and substitution, clarifying that the contract with the
auditor is available at all times.
12.3 Representative of the mass of holders of securitized or Trust Securities: explanation
of the aspects related to their work, responsibilities, obligations and others that are established in current regulations and service contract.
12.4 Assembly of holders of securitized or Trust Securities: Aspects regulating the assembly of holders of Securities (ordinary, extraordinary and
special) must be explained, including their functions and powers, rules of operation and others in accordance with what is established in current regulations.
12.5 Centralized deposit of Securities.
12.6 Other participants in the Securitization Process.
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XIII. RISKS AND COVERAGE MECHANISMS OF THE ISSUANCE:
13.1 Risk factors: market risks, risk factors related to the Originator or Settlor, if applicable, risks associated with the type of Securitization to be carried out, the nature of the Underlying Asset, and others. This section must clearly and concretely identify and explain, in simple and understandable language, the risks, both specific and general, that must be considered by the investor and that could affect the expected return on their investment.

13.2 Risks of the originator or settlor. Applies when the Autonomous Estate in the Process of Securitization contemplates as an external coverage mechanism a Guarantee issued by the originator or the Settlor, or in the case of securitization processes constituted with an Underlying Asset whose cash flow depends on the income generation capacity (through sales or services) of the originator or the Settlor. In this subsection, the risks of the originator or Settlor that affect the estate must be developed, such as performance or business continuity risk, credit risk, liquidity risk, the risk of not generating sufficient flows, since the flow depends on the demand and sales price of the goods or services over which the right to future flows is ceded, among others, as applicable. Likewise, a section must be developed describing the risks inherent to the asset generating the rights to ceded future flows, which could be the risk of non-diversification of flow sources, default risk, risk of fund diversion, strategic risk regarding changes made to the originator or Settlor that affect flows, risk of destruction of the assets generating the securitized flow, among others related to the type of underlying asset of the Estate in the process of securitization.

13.3 Coverage Mechanisms of the Issuance: The conditions and functioning of each of the Coverage Mechanisms incorporated in the process and the manner in which these will be made effective, if applicable, must be described in detail.

13.4 In the case of securitization processes constituted with an Underlying Asset whose cash flow depends on the income generation capacity (through sales or services) of the originator or the Settlor, in this section of the Coverage Mechanisms, mechanisms may be included to mitigate the risk of fund diversion generated from the cession of rights over flows, the risk of continuity and conservation of the asset generating the ceded flow rights, establishment of covenants or financial ratios for the settlor or originator, and the consequences of non-compliance, according to the type of right over ceded flows and the structure of the Autonomous Estate in the Process of Securitization.

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XIV. STRUCTURE AND LEGAL REGIME OF THE ISSUANCE:
14.1 Creation, separation, object, and legal regime of the Autonomous Estate in the Process of Securitization: Name of the Autonomous Estate in the Process of Securitization, date of creation, duration term, and object of the Autonomous Estate in the Process of Securitization.
14.2 Legal regime and applicable norms for the Securitization process.
14.3 Specific destination of the Underlying Asset.
14.4 Aspects regarding patrimonial separation and independent accounting of the Autonomous Estate in the Process of Securitization.
14.5 Economic rights derived from the separation and patrimonial isolation of the Underlying Asset.
14.6 Debt policy of the Autonomous Estate in the Process of Securitization, if applicable, including, at a minimum, the maximum debt limit, currency, who are authorized to approve the debt, permitted guarantees, types of debts, and counterparty.
14.7 Investment policy for the liquidity excesses of the Autonomous Estate in the Process of Securitization, if applicable. This must reveal, at a minimum, the type of permitted investments, required risk rating, and currencies in which investment can be made, including minimum and maximum investment limits regarding the amount of liquidity excesses according to instrument types, instrument term, instrument liquidity, currency, by issuer, and risk group.
14.8 Source of payment for payment obligations borne by the Autonomous Estate in the Process of Securitization.
14.9 Order of application of payments in the development of the payment hierarchy.
14.10 Method of calculation and destination of the residual of the Autonomous Estate in the Process of Securitization, in the case of fixed-income Securities.
14.11 Procedure to be followed for the change of Administrator of the Underlying Asset of the Autonomous Estate in the Process of Securitization, the Administrator of Securitization Processes, the custodian, and the risk rating agency.
14.12 Aspects related to the making of modifications to the Constitutive Documents and the Issuance Prospectus.
14.13 Rules for dispute resolution, including the Judicial or arbitration regime applicable to be followed to resolve differences that arise between the Administrator of Securitization Processes and the representative of the mass of holders of securitized Securities, in relation to the Issuance, its validity, and extinction.
14.14 Actions to be taken for non-compliance by the Administrator of Securitization Processes, the Administrator of the Underlying Asset, and the representative of the mass of holders of securitized Securities or Trust.
14.15 The valuation of the assets of the Separated Estate will be carried out in accordance with the corresponding current regulations.

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XV. INFORMATION ON THE SECURITIZATION:
15.1 Administrator of Securitization Processes: Indication of which entity is the Administrator of Securitization Processes, the data of the Administrator of the Separated Estate or Fiduciary Manager (as applicable), must present their profile, brief professional trajectory, their functions and responsibilities, in accordance with what is established in the Regulation.
15.2 Identification of the Administrator of Securitization Processes: Name, domicile, Commercial Registry number, National Tax Registry number (RNC), registration number in the Registry, telephone number, fax number, and email address. In addition, trust companies must include the registration number granted by a competent body such as the Superintendence of Banks or the DGII.
15.3 Date of constitution of the company.
15.4 Share capital and shareholding composition: List the shareholders with significant participation in the company, indicating for each of them the number of shares and shareholding percentage.
15.5 Economic and financial group to which it belongs, if applicable.
15.6 Main officials and legal representatives of the company, including members of the board of directors and legal representatives, including their identification and experience.
15.7 Risk Rating of the company.
15.8 Experience of the Administrator of Securitization Processes.
15.9 Authorization for the realization of the present Securitization process.
15.10 Indicate whether the Administrator of Securitization Processes has incurred any non-compliance in its functions or responsibilities or if there are or have been issued against it Resolutions dictated by the Superintendence or self-regulated organizations that represent a sanction for said concept and that are duly executed for the last three (3) years.
15.11 Other adjustments or relevant information according to the type of Securitization required by the Superintendence or proposed by the securitization company.

XVI. ESTIMATED BUDGET OF THE AUTONOMOUS ESTATE IN THE PROCESS OF SECURITIZATION:
16.1 Identification of the variables or criteria used to prepare the Budget of Income, Costs, and Expenses of the Autonomous Estate in the Process of Securitization. These variables must be consistent with the Underlying Asset and the structure carried out. Likewise, the source of information for each of the considered variables must be indicated.
16.2 Indicate clearly and summarily the result obtained for the variables contemplated in Annex C, in the pessimistic, base, and optimistic scenarios of the Autonomous Estate in the Process of Securitization.

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16.3 The Budget of Income, Costs, and Expenses will be projected for the same duration term as the Autonomous Estate in the Process of Securitization, determining at a minimum: free cash flow, discounted cash flow, Net Present Value (NPV), Internal Rate of Return (IRR), Pay Back Period, Cost of debt or financial cost (Kd), Weighted Average Cost of Capital of the Autonomous Estate in the Process of Securitization (Wacc), expected return of the Autonomous Estate in the Process of Securitization, break-even point of the Autonomous Estate in the Process of Securitization if applicable, among others determined by the Administrator of Securitization Processes according to the Underlying Asset. The Budget of Income, Costs, and Expenses must present three (3) scenarios: (i) Base Scenario: It is an objective scenario based on probable information with an objective view of the situation, it is the most likely result assumed for the analysis of an investment; (ii) Pessimistic Scenario: It is a scenario based on the stress of variables in an unfavorable way for the Autonomous Estate in the Process of Securitization, where the final result of a project is a possible failure; and, (iii) Optimistic Scenario: It is a scenario based on the stress of variables on the possibility of achieving more than probable.

16.4 Indication that the Budget of Income, Costs, and Expenses of the Autonomous Estate in the Process of Securitization is attached to the Issuance Prospectus.

XVII. POWERS, RESPONSIBILITIES, PROHIBITIONS, RIGHTS, AND DECLARATIONS OF THE ADMINISTRATOR OF SECURITIZATION PROCESSES:
17.1 Responsibilities of the Administrator of Securitization Processes and aspects regarding its obligation of means and not of results.
17.2 Provisions regarding the powers, responsibilities, prohibitions, and rights of the Administrator of Securitization Processes to which it will be subject during the validity of the Issuance, in order to protect the interests of investors.
17.3 Power of the Administrator of Securitization Processes to hire third parties.
17.4 Remuneration: The amounts or factors on which the remuneration to be received by the securitization company for its management will be determined will be expressed, as well as the manner and opportunity in which it will be settled and collected.
17.5 Accountability: Which will be carried out in accordance with what is established in the Constitutive Document.
17.6 Delegation of powers: Explanation of the clause of the Constitutive Document through which certain aspects are delegated to the Administrator of Securitization Processes, such as fixing the final characteristics of the securitized Securities or Trust, the replacement or addition of annexes and others to the Constitutive Document and the Issuance Prospectus and as the Securities Issuance Program develops, provided that the original parameters of the program and the Constitutive Document are maintained.

XVIII. VALIDITY, TERMINATION, AND LIQUIDATION OF THE AUTONOMOUS ESTATE IN THE PROCESS OF SECURITIZATION:

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18.1 Duration term of the Autonomous Estate in the Process of Securitization.
18.2 Termination and liquidation of the Autonomous Estate in the Process of Securitization: Grounds for liquidation according to the norms and procedures on early liquidation or at the end of the term of the Autonomous Estate in the Process of Securitization.
18.2.1 In the case of an early liquidation, the manner in which the goods or business assets existing at the moment that any of the grounds for early liquidation of the Autonomous Estate in the Process of Securitization provided for in the current regulations occur must be indicated, specifying the circumstances that result pertinent for the effect and the manner in which the obligations generated in the Autonomous Estate in the Process of Securitization will be attended, when applicable.

XIX. ANNEXES TO THE ISSUANCE PROSPECTUS:
The Issuance Prospectus must contain as an annex, at least, the following:

Annex A. Summary table of the Underlying Asset, which may be adjusted and/or replaced as issuances are carried out within the program.

Annex B. Description of the historical behavior of the cash flows of the Underlying Asset, when applicable, in accordance with the provisions established in the Regulation.

Annex C. Budget of Income, Costs, and Expenses borne by the Autonomous Estate in the Process of Securitization: The free cash flow budget will be prepared by the securitization company itself or a qualified third party. Through this budget, the flow that enters the Autonomous Estate in the Process of Securitization in relation to the outflows or expenses of the estate will be analyzed, considering the costs and expenses for the functioning of the Autonomous Estate in the Process of Securitization, financial expenses for the interest accrued through the securitized debt Securities to be issued, if applicable, among others assumed by the Autonomous Estate in the Process of Securitization during its validity, as established in the Issuance Prospectus, specifying these and the maximum amount thereof. This report must be drafted in clear and simple language, considering the following:

1. Clearly establish the premises or assumptions that will be used to develop the budget projection of the estate's cash flow, indicating the amounts and the manner in which the future flows generated by the Underlying Asset have been established; it must contemplate a projection of at least the duration term of the securitized Securities or Trust. The assumptions must be based on the historical behavior of the Underlying Asset, the conditions of the coverage mechanisms established for the Estate in the Process of Securitization, internal or external factors of the local economy that affect the generation of flows, and others determined by the Administrator of Securitization Processes according to the designed financial structure. The sales, income, and cash flow generation capacity of the Autonomous Estate in the Process of Securitization must be taken into account for the period of the Issuance, considering, in the case of Securitization processes of rights over future flows from sales or provision of services, the historical information and audited financial statements of, at least, the last three (3) years of the Originator or settlor; or the financial information of the last three (3) years of the estate, in the case of previously constituted public offering trusts. It should be noted that the assumptions to be used must be referenced to our market. In case international parameters are used, it must be substantiated how such parameters apply to the Dominican market.

2. Determine the accumulated free cash flow of the Autonomous Estate in the Process of Securitization, clearly presenting the net cash flow and the accumulated cash flow of the Autonomous Estate in the Process of Securitization, for which the following must be reflected:
   a) Present in a schematic manner the generation of future cash flows of the securitized Underlying Asset, which must be measurable, determinable, and reliable. b) Detail the costs and expenses to be incurred by the Autonomous Estate in the Process of Securitization for its functioning. The costs and expenses indicated in the report must coincide with the costs and expenses listed in the Issuance Prospectus. c) The amortization of principal and interest of the Securities, as applicable. d) The coverage of payment to principal and interest, the liquidity fund, or other coverages, if applicable. e) Others determined by the securitization company according to the designed financial structure.

3. Present the projected annual interest rate that makes the Securitization feasible during the validity of the Autonomous Estate in the Process of Securitization, as well as the weighted average of the annual return rates of the Autonomous Estate in the Process of Securitization, in accordance with the provisions established in the Regulation.

4. Supply the necessary quantitative and qualitative information, including an executive summary of a length not exceeding five (5) pages on the results of the presented scenarios.

5. Any other additional information that in the judgment of the securitization company or the Superintendence may provide greater clarity to the study carried out.

Annex D: Other applicable documents, for example, regarding other contracts celebrated, certifications, declarations, and studies. These must be listed in Annex D indicating that they form an integral part of the Framework Constitutive Document without the need to be attached. For these purposes, the manner in which such documentation can be accessed must be indicated.

Annex E: Risk Rating Report of the issued Securities.

Annex F: Economic and financial information of the Originator or settlor or of the Autonomous Estate in the Process of Securitization previously constituted, in the cases that apply.

Annex G: Risk Rating of the Originator or settlor, for the case of Securitization process of rights over future flows.

Annex H: Sensitivity analysis, if applicable.

ANNEX VII
SUPPLEMENT TO THE ISSUANCE PROSPECTUS

In accordance with article 77 (Issuance of a Supplement to the Issuance Prospectus) of the Regulation, a Supplement to the Issuance Prospectus is required for the issuances and Tranches that are generated within an Issuance Program after the approval of the definitive Issuance Prospectus and for the modification of the characteristics of the Public Offering.

If at the time of approving the first Tranche or Issuance that is generated within the Issuance Program there is no knowledge of the particular and definitive characteristics of the other Tranches or issuances to be carried out within the program, these must be communicated through the corresponding Supplement to the Issuance Prospectus and, if necessary, update the information on the Underlying Assets or other relevant aspects for the investment decision-making by an investor.

The Supplement to the Issuance Prospectus must include, at a minimum, the following:

I. COVER:
It must be indicated in the header in a prominent manner that the document corresponds to a "Supplement to the Issuance Prospectus".
It must be specified for which issuances and Tranches the Issuance Supplement is valid and the other requirements for the elaboration of the cover for the Issuance Prospectus.

II. WARNINGS:
This section will be the one corresponding to the warnings required for the elaboration of the Issuance Prospectus.

Additionally, the following must be included, as applicable:

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Superintendence of the Securities Market of the Dominican Republic

Inform that the preparation of the Supplement updates or modifies the provisions established in the item [*] (or items, as applicable) of the Emission Prospectus approved by the Superintendence of the Securities Market on (day) of (month) of (year) corresponding to the program of securities issuance of securitized or trust assets (indicate the registration number in the Securities Market Register), and that the information in this Supplement must be complemented with that contained in the corresponding Emission Prospectus.

III. REASONS JUSTIFYING THE PREPARATION OF THE SUPPLEMENT TO THE PROSPECTUS:
It must be indicated whether the Supplement is issued to effect a modification to the conditions of a previously approved Emission Prospectus or for the purpose of establishing the final conditions of an Issuance or a Tranche of an Issuance of trust or securitized securities.

In the event that the Supplement is being prepared for the purpose of modifying the previously approved Emission Prospectus, include the reference to the minutes of the competent holders' assembly that approved the modification of the public offering conditions and must indicate that no additional modifications have been made to those approved.

The persons responsible for the modified information will also be indicated.

IV. INFORMATION ON THE EMISSION PROSPECTUS:
Information will be included on where the investor can consult the Emission Prospectus and where they can direct themselves in case of doubts about the Public Offering. In addition, it must be indicated that it is a Supplement to the Emission Prospectus for the knowledge and follow-up thereof by investors. Likewise, the following must be considered:

4.1 Develop the sections of the previously approved Emission Prospectus that must be updated regarding the final conditions and characteristics of an Issuance or issuances or Tranches to be placed. Also, others that are necessary for investor clarity.

4.2 In the event that the placement involves updating information on the Underlying Asset and the Coverage Mechanisms, it must be developed in accordance with what is required by this Guide for the Emission Prospectus for said aspects.

4.3 In the event that the Supplement is issued to modify the conditions of a previously approved Emission Prospectus, the modification made must be indicated and the section or paragraph that modifies it and the reasons justifying its modification must be referenced.

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SW
Superintendence of the Securities Market of the Dominican Republic

ANNEX VIII
MINIMUM CONTENT OF THE UNDERLYING ASSET ADMINISTRATION CONTRACT OF THE AUTONOMOUS PATRIMONY IN THE PROCESS OF SECURITIZATION

The preparation of the Underlying Asset Administration Contract of the Autonomous Patrimony in the Process of Securitization is required for those cases in which the administration of the Underlying Asset is a third party hired as established in article 53 (Underlying Asset Administration Contract) of the Regulation.

The Underlying Asset Administration Contract of the Autonomous Patrimony in the Process of Securitization must contain the following minimum content:

1. Identification of the parties: For both parties, the fixing of the domicile for notification purposes, electronic address or website, Identity Document for natural persons and/or the National Taxpayer Registry (RNC) and Commercial Registry number for legal persons must be included, identifying their legal representative for the purposes of their details and reference to the power of attorney authorizing the signing of the Issuance Regulation or constitutive act, as applicable.

Object: The object of the contract will be to fully regulate all relationships, conditions, rights, and obligations that exist or may arise between the Securitization Process Administrator and the Underlying Asset Administrator, establishing the rules and procedures that must be complied with and applied by the parties.

Description of the Underlying Asset to be administered.

Remuneration: Determination of the administration cost and payment frequency charged to the Autonomous Patrimony in the Process of Securitization, which in no case may exceed the maximum amount stated or stipulated in the budget of the Autonomous Patrimony in the Process of Securitization.

Powers conferred on the Underlying Asset Administrator of Securitization: Including, at least, (i) those related to the collection and receipt, on behalf of the Autonomous Patrimony in the Process of Securitization, of payment flows and assets that integrate it, to pursue unpaid claims by the patrimony's debtors, such as interrupting prescription, collecting and executing claims, requesting the Securitization Process Administrator, if applicable, the pertinent documentation for the purposes of carrying out judicial collections and establishing the delivery deadline; and, (ii) to verify, prior notice to the administrator and with the stipulated advance, compliance with the contract and to request precise information on any of the administered assets, within the stipulated deadline for said purposes.

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Superintendence of the Securities Market of the Dominican Republic

6. Procedure by which the administrator will make available to the Securitization Process Administrator the amounts received by the Underlying Asset.

7. Provisions on the periodic remittance by the Underlying Asset Administrator of Securitization to the Securitization Process Administrator, of the report on the management performed, establishing the frequency of reports and the minimum content.

8. Provisions on the administrator's obligation to immediately inform the Securitization Process Administrator of any Relevant Event that affects the Underlying Asset.

9. Validity of the contract.

10. Obligations and responsibilities of the parties.

11. Grounds and procedure for the substitution of the Underlying Asset Administrator.

12. Provisions on grounds for termination of the contract.

13. Dispute resolution regime.

14. Other specific clauses related to the type of Securitization being carried out, in addition to those stipulated in the Regulation and other applicable provisions.

Paragraph: In the event that the Underlying Asset Administrator is the Securitization Process Administrator, the signing of the contract will not be necessary, but the pertinent clauses must be included in the Constitutive Document.

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SH//IV
Superintendence of the Securities Market of the Dominican Republic

ANNEX IX
MINIMUM CONTENT OF THE PRIMARY PLACEMENT NOTICE

Below is the minimum content of the placement notice for Public Offerings of Secured or Trust Securities, which must be adapted to the particular characteristics of each Public Offering and instrument:

a) The title "Primary Placement Notice of a Program of Issuance of Secured Securities" or "Primary Placement Notice of a Program of Issuance of Trust Securities", as applicable.

b) Name of the Autonomous Patrimony in the Process of Securitization under which the Securities are issued.

c) Number and date of the approval of the Public Offering by the Superintendence and registration in the Register.

d) National Taxpayer Registry (RNC) of the Autonomous Patrimony in the Process of Securitization.

e) Indicate the approved amount of the Issuance Program.

f) Underlying Asset of the Autonomous Patrimony in the Process of Securitization.

g) List the issuance or Tranches to be carried out, including the following information:

iii. Type, quantity, and nominal value amount of securities to be issued and whether they are Fixed Income or Variable Income, as applicable.

iv. Number or letter of the Issuance or tranche.

v. Unit denomination of the Securities or Nominal Value of the Securities to be issued.

vi. Minimum investment amount and maximum amount, if the latter applies.

vii. Primary Placement Price.

viii. Interest rate, if applicable.

ix. Frequency and method of payment of interest and capital or returns, as applicable.

x. Frequency of review of the variable interest rate, when applicable.

xi. Interest calculation base, in the case of Fixed Income Securities.

xii. Date of issuance of the securities.

xiii. Maturity date of the Securities.

xiv. Risk Rating of the Issuance, the meaning of said rating, and name of the risk rating agency.

xv. Early redemption option, when applicable.

xvi. Periodic capital amortization, when applicable.

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h) Hours and means to submit the offer.

i) Subscription date or Value Date.

j) Start and end period of the placement period of the Securities.

k) Coverage Mechanisms available for the Issuance.

l) Identification of the Originators or Settlers, as applicable.

m) Aspects regarding the Notification of the Placement Results to investors.

n) Identification of the Securitization Process Administrator, registration number in the Register, National Taxpayer Registry (RNC), and corporate domicile.

o) Identification of the representative of the mass of holders of Secured or Trust Securities, as applicable.

p) Paying Agent of the Securities.

q) Underlying Asset Administrator, if applicable.

r) Placing Agent(s) and placement modality.

s) Name of the managing company of the centralized negotiation mechanism that administers the stock exchange where the Secured or Trust Securities will be placed.

t) Indicate where the Securities will be negotiated in the Secondary Market.

u) Recipients of the Securities.

v) The following legend in a prominent manner:

"The Secured or Trust Securities (as applicable) will be paid exclusively from the Separate Patrimony or Trust (as applicable). The (name of the Securitization Process Administrator) is not responsible for the payment of obligations arising from the present Issuance by acquiring obligations of means and not of result."

"The authorization of the Superintendence of the Securities Market and the registration in the Securities Market Register does not imply certification, nor any responsibility on the part of the Superintendence, regarding the solvency of the Autonomous Patrimony in the Process of Securitization, nor of the price, subscription or profitability of the Securities of (Trust or Securitization as applicable) that are issued from them, nor guarantee on the merits of said Securities."

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Superintendence of the Securities Market of the Dominican Republic

w) Mention of the places where the Emission Prospectus of the Securities being offered, Supplements, Constitutive Document, as well as the financial information, relevant events, and other periodic information of the securities (secured or trust, as applicable), as well as of the Autonomous Patrimony in the Process of Securitization, will be available.

x) Any other legend, warning, or information that the Superintendence disposes or that the Securitization Process Administrator wishes to highlight.

y) Others that the Superintendence considers through technical norm, resolution, or circular or other aspects that are required given the particular characteristics of the public offering in question.

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SH//IV
Superintendence of the Securities Market of the Dominican Republic

ANNEX X
CALCULATION OF NET BOOK EQUITY (NBE) OF SECURITIZATION PROCESS ADMINISTRATORS

NAME OF THE ENTITY
From xx to xx of month xx of 20xx

SUBSCRIBED AND PAID CAPITAL
PENDING CAPITAL CONTRIBUTIONS FOR CAPITALIZATION (1) CAPITAL RESERVES CALCULATION OF NET BOOK EQUITY SURPLUS FROM SHARE ISSUANCE PREMIUM REVALUATION OF EQUITY 0.00 ACCUMULATED RESULTS FROM PREVIOUS YEARS 0.00 RESULTS OF THE PERIOD 0.00 CONVERTIBLE BONDS INTO SHARES 0.00 EQUITY GUARANTEE 0.00 OTHERS DETERMINED BY SIMV 0.00

(1) They cannot exceed a term of sixty (60) calendar days to be capitalized.
However, Securitization processes may be carried out with the object of paying liabilities in advance and lifting existing liens on the Underlying Asset. Excluded from the provisions of this paragraph is the Underlying Asset composed of mortgage credit portfolios and their guarantees that are in the process of judicial collection initiated by the Originators, in those cases where they constitute the Underlying Asset of a Securitization process of mortgage credit portfolios in judicial collection.

2. Inform the Participants of the Securities Market and the public that the terms defined by Law No. 249-17 and its implementing regulations are incorporated into the present draft Guide.

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Superintendence of the Securities Market of the Dominican Republic

3. Grant a term of forty-five (45) business days to gather the opinion of the participants of the securities market, interested sectors, and the public, from the next business day following the publication of the present Circular.

4. Instruct the Directorate of Regulation and Innovation of the Superintendence of the Securities Market to publish the content of the present Circular on the institution's website.

In Santo Domingo, National District, capital of the Dominican Republic, on the fourteenth (14) day of the month of December of two thousand twenty-three (2023).

Er esto Bournigal Read
Superintendent
EBR/Q/Qsra/r'u
Directorate of Regulation and Innovation

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