Technical Standards for the Authorization of Constitution and Operation of Fixed Capital Investment Societies

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES Approval: 17/12/2025 Validity: 02/01/2026

THE COMMITTEE OF STANDARDS OF THE CENTRAL BANK OF RESERVE OF EL SALVADOR, CONSIDERING:

I. That Article 2, eighth paragraph, of the Law of Private Alternative Investment Funds,
establishes that the constitution, modification, transformation, and merger of the Fund Administrators of Private Alternative Investment Funds and the Fixed Capital Investment Societies must be registered in the Commercial Registry of the National Registry Center, attaching the approval resolution from the Financial System Superintendence.

II. That Article 5, second paragraph, of the Law of Private Alternative Investment Funds,
establishes that it is the responsibility of the Central Bank of El Salvador, through its Standards Committee, within its scope of competence, to issue the necessary technical standards that allow the operation of Private Alternative Investment Funds.

III. That Article 45 of the Law of Private Alternative Investment Funds,
establishes that the Superintendence will authorize or not the operation of an autonomous Private Alternative Investment Fund, according to the procedure established in the Technical Standards issued for this purpose by the Central Bank of El Salvador, through its Standards Committee.

IV. That Article 46, fourth paragraph, of the Law of Private Alternative Investment Funds,
establishes that, upon presentation of the authorization request with the information required by said law, the Board of Directors of the Financial System Superintendence will have a period of up to thirty calendar days to review the content of the submitted documents and authorize in the same act the constitution and the start of operations of the Fixed Capital Investment Societies.

V. That Article 63, second paragraph, of the Law of Private Alternative Investment Funds,
establishes that Private Alternative Investment Funds will be subject to legal provisions regarding the prevention of money laundering and asset financing, terrorism financing, and the proliferation of weapons of mass destruction, as well as others related to the fulfillment of their tax obligations or investigation of criminal activities.

THEREFORE, by virtue of the regulatory powers granted by Article 99 of the Law on Supervision and Regulation of the Financial System,

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES Approval: 17/12/2025 Validity: 02/01/2026

AGREES to issue the following:

TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- These Standards aim to establish the requirements and procedures that interested parties must fulfill to obtain authorization for the constitution of a Fixed Capital Investment Society, as well as aspects related to its operation.

Subjects
Art. 2.- The subjects obligated to comply with the provisions established in these Standards are natural and legal persons interested in receiving authorization for the constitution of a Fixed Capital Investment Society.

Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Contributions: Contributions from investors to the Fixed Capital Investment Society, in the case of autonomous Private Alternative Investment Funds; b) Central Bank: Central Bank of Reserve of El Salvador; c) Identity Document: Refers to the Unique Identity Document, Minor's Card, Passport, or Resident Card, as applicable; d) Sophisticated Investor: In accordance with Article 4 of the Investment Banks Law, these are natural or legal persons, national or foreign, to whom Fund Administrators of Private Alternative Investment Funds or Fixed Capital Investment Societies are authorized to offer their services, which must meet the criteria established in said article; e) Board of Directors: Collegiate body responsible for the administration of the Fixed Capital Investment Society, with functions of supervision, direction, and control; f) Law: Law of Private Alternative Investment Funds; g) TIN: Tax Identification Number; h) PAIF: Private Alternative Investment Funds (PAIF, in English); i) Autonomous PAIF: In accordance with Article 3, letter b) of the Law of Private Alternative Investment Funds, these are funds created through the constitution of a SICAF, or the transformation of another existing society into one of these, and whose administration and operation will be governed by the respective social clauses, statutes, and internal norms corresponding to the respective SICAF; j) SICAF: Fixed Capital Investment Society;

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES Approval: 17/12/2025 Validity: 02/01/2026

k) Partner or Shareholder: Investor in an autonomous PAIF; and l) Superintendence: Financial System Superintendence.

CHAPTER II
GENERAL PROVISIONS ON THE AUTONOMOUS FUND

Formation of an Autonomous PAIF
Art. 4.- An autonomous PAIF will be formed by the set of contributions from various investors, who will be referred to as shareholders or partners, which will be constituted in a SICAF, at their own account and risk. The value of the contributions of the shareholders or partners, as well as any type of return they receive, will be directly proportional to the financial result of the PAIF.

Contributions of the Autonomous PAIF
Art. 5.- The capital of the autonomous PAIF will be expressed in shares or participations, depending on the nature of the society adopted, in order to determine the portion corresponding to each of the shareholders or partners, within its equity.

Verification of the Sophisticated Investor
Art. 6.- The administration of the SICAF must have a process that verifies the category of Sophisticated Investors of its interested contributors, for which the provisions of Article 48 of the Law must be considered.

Registration of Contributions
Art. 7.- In accordance with Article 49 of the Law, the administration of the SICAF will maintain a record of contributions from investors in autonomous PAIFs, which may be maintained through electronic systems and will contain at minimum the general information of each of its shareholders, which will be for internal use of the SICAF and must be available to the Superintendence in its supervision process.

Procedures on Prevention and Control of Money Laundering and Due Diligence Art. 8.- The SICAF must adopt policies, mechanisms, and control measures to comply with the obligations established in laws, instructions, and current regulations related to the prevention, detection, and control of money laundering, terrorism financing, and the financing of the proliferation of weapons of mass destruction. The administration of the SICAF must have policies and procedures to perform due diligence for the identification and knowledge of its sophisticated investors, as well as the origin of the funds and their economic activity, in accordance with the provisions of laws, instructions, and current regulations related to the prevention, detection, and control of money laundering, terrorism financing, and the financing of the proliferation of weapons of mass destruction.

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES Approval: 17/12/2025 Validity: 02/01/2026

Internal Control in the Administration of the PAIF Art. 9.- The SICAF, regarding its administration, must define policies and internal control procedures that include at least the following aspects:
a) Administer the SICAF in accordance with what is established in the definitive documents of the Fund, which must include the minimum content established in Article 47 of the Law; b) Register the operations of the SICAF, according to accounting policies defined by society; c) Comply with internal control procedures approved by its Board of Directors, regarding the administration of the SICAF, especially concerning risk management, investments, cash, marketing, conversion of contributions, and redemption; d) Adopt policies, mechanisms, and control measures to comply with the obligations established in laws, instructions, and current regulations related to the prevention, detection, and control of money and asset laundering, terrorism financing, and the financing of the proliferation of weapons of mass destruction; and e) Deliver to shareholders or partners documents that prove the contributions and the returns generated by them within the SICAF.

CHAPTER III
AUTHORIZATION OF THE AUTONOMOUS FUND

Authorization Request for Autonomous PAIF
Art. 10.- For the authorization of an autonomous PAIF, the legal representative or attorney-in-fact of the investors interested in being shareholders or partners of a SICAF must submit to the Superintendence a request, accompanied by the following documentation:
a) Draft social deed or social agreement. This draft must contain the requirements indicated in Articles 22 and 194 of the Commercial Code and those mentioned in the Notary Law; b) Draft statutes of the society, in case they are not included in the draft deed; c) Corporate documents in which aspects related to the operation of the SICAF are developed, as well as policies, manuals, or methodologies for this purpose, including those concerning risk management derived from them, which must consider the provisions of Article 28 of these Standards; d) Documents of the PAIF referred to in Article 47 of the Law; e) List of shareholders or partners holding a participation equal to or greater than twenty-five percent of the social capital, attaching their general information.

If natural person, the following must be presented:
i. Full name;
ii. Nationality and domicile;
iii. Copy of the Identity Document, as applicable;
iv. Copy of the TIN, which will be in accordance with what is established by the Tax Administration, when applicable;
v. Certified copy of passport, in the case of foreigners, when applicable;
vi. Valid certificate issued by the General Directorate of Penal Centers stating no criminal record. In the case of foreign shareholders, they must present the document accrediting that they have no criminal record or equivalent, issued by the competent authority in their country of origin; and
vii. Information evidencing the origin of funds for the acquisition of shares.

If legal person, the following information must be presented:
i. Name or trade name;
ii. Nationality and domicile;
iii. Copy of the TIN, which will be in accordance with what is established by the Tax Administration, when applicable;
iv. Annual financial statements of the last three years with their corresponding audit opinions and notes, when applicable. If the society is recently constituted, it must present at least the Financial Statements of the last fiscal year;
v. Notarized copy of the deed of constitution and statutes, or creation law, as applicable, in both cases with their reforms and legal representation;
vi. Power of attorney granted to be represented as a shareholder;
vii. Certification of the Board of Directors meeting minutes, where the acquisition of shares is authorized;
viii. Information evidencing the origin of funds for the acquisition of shares; and
ix. Updated credentials of the Board of Directors of the requesting legal entity.

f) Name or trade name of the audit firm that will perform the external audit of the Society, in accordance with Article 55 of the Law; g) Name of the person(s) designated as investment administrator(s); h) Place, email, and telephone contact to receive any kind of notifications and the designation of persons commissioned for this effect; and i) Other documentation and information necessary due to the nature of the PAIF.

When the SICAF is constituted through the transformation of an existing society, it must attach to the request established in the first paragraph of this article, the following information:
a) Certification of the Minutes of the Shareholders' Meeting or General Assembly of the society, stating that said Body agreed to request authorization from the Superintendence to transform into a SICAF; b) Draft of the deed executing the transformation agreement, which must be prepared in accordance with what is stipulated in Articles 323 and 324 of the Commercial Code; and c) Draft Modification of the Social Agreement and statutes of the society, which must consider the provisions of the Commercial Code.

The request and documentation referred to in Article 10 of these Standards may be submitted through the means made available by the Superintendence, which may be electronic. In any case, the period referred to in the first paragraph of Article 11 of these Standards will begin to run from the next business day after the request has been submitted.

Authorization Procedure
Art. 11.- Upon receipt of the corresponding authorization request with the complete information detailed in Article 10 of these Standards, as applicable, the Superintendence will proceed to verify compliance with the requirements defined by the Law and these Standards, having a period of up to thirty calendar days to authorize the PAIF.

If the request is not accompanied by the complete and proper information detailed in Article 10 of these Standards, the Superintendence, due to the lack of necessary requirements, may require the applicant to present the missing documents within a period of ten business days counted from the day following the notification, a period that may be extended at the request of the interested entity when there are reasons justifying such extension.

The Superintendence in the same notice will indicate to the applicant that if the information is not completed within the aforementioned period, the Superintendence will proceed, without further procedure, to archive the request, reserving the right to submit a new request.

If after the analysis of the documentation presented in accordance with Article 10 of these Standards, the Superintendence has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited as requested, the Superintendence will notify the respective requesting entity to remedy the deficiencies communicated or present additional documentation or information requested.

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES Approval: 17/12/2025 Validity: 02/01/2026

The applicant will have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information requested by the Superintendence.

The Superintendence may, through a reasoned resolution, extend by up to another ten business days, the period indicated in the previous paragraph, when the nature of the observations or notified deficiencies so requires.

Extension Period
Art. 12.- Interested parties may submit to the Superintendence, before the expiration of the period, a request for extension of the period indicated in the fifth paragraph of Article 11 of these Standards, stating the grounds for the request and proposing, if applicable, the relevant evidence.

The extension period may not exceed ten business days and will start from the next business day after the expiration date of the original period.

Suspension of Period
Art. 13.- The thirty-day period indicated in Article 11 of these Standards will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fifth paragraphs of Article 11 of these Standards, until the interested parties remedy the observations indicated by the Superintendence.

Once the documents are presented in proper form, the Superintendence will proceed to respond to the authorization request for the PAIF.

Resolution
Art. 14.- Once the complete and proper documentation is presented, the Superintendence will respond to the authorization request through a resolution. The Superintendence will notify the interested parties of the corresponding resolution within a maximum period of three business days from the date of issuance, in which it authorizes or denies the authorization request for operation, and in the same act, it will authorize the constitution or transformation, as applicable, and the start of operations of the SICAF.

Modification of Documents Authorized by the Superintendence Art. 15.- When the SICAF requires modifying the constitutive documents, referred to in letters a), b), and c) of the first paragraph of Article 10 of these Standards, upon which authorization was granted, it must submit to the Superintendence a request for authorization of modification to said documents, attaching for this purpose the following documentation:
a) Certification of the authorization agreement for modification, issued by the corresponding authority;

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT SOCIETIES Approval: 17/12/2025 Validity: 02/01/2026

b) Detail of the proposed modifications, including the justification for them, as well as supporting documentation when applicable; and c) Drafts of documents that require authorization by the Superintendence in which the requested modification proposals will be incorporated.

To evaluate the submitted request, the Superintendence must observe the authorization procedure established in Articles 11, 12, 13, and 14 of these Standards.

When information referred to in the first paragraph of Article 10 of these Standards is modified, with the exception of letters a), b), and c), the SICAF must inform the Superintendence within a period of 10 business days after its approval.

CHAPTER IV
OPERATION, ACCOUNTING, AND AUDITING ASPECTS FOR SICAFS

Equity of the Autonomous PAIF
Art. 16.- PAIFs must have the minimum equity and number of shareholders or partners referred to in Article 46 of the Law.

Contributions
Art. 17.- Shareholders or partners of a SICAF may make their contributions in money, national or foreign securities, movable or immovable property, stablecoins, digital assets in general, and any other asset, provided that the SICAF administration establishes or employs a valuation mechanism that allows knowing its value at all times in accordance with internal policies, in accordance with Article 49 of the Law, which will be expressed through contributions.

Accounting Records
Art. 18.- It is the responsibility of the SICAF to record the operations of the PAIF, including accounting records, transaction files, and the preparation of Financial Statements and their notes, as well as other reports for their corresponding analysis and interpretation.

Timeliness of Accounting Records
Art. 19.- It is the responsibility of the SICAF to daily account for the transactions performed by PAIFs, which will be registered in chronological order and in accounts whose title corresponds to their nature.

Responsibilities
Art. 20.- Directors, managers, and employees responsible for the preparation, review, and authorization of the information will be personally liable for errors, omissions, and irregularities contained therein.

NDMC-38
TECHNICAL STANDARDS FOR THE AUTHORIZATION OF CONSTITUTION AND OPERATION OF FIXED CAPITAL INVESTMENT COMPANIES Approval: 12/17/2025 Validity: 01/02/2026

Appointment of Auditor
Art. 21.- SICAFs, through the General Meeting or its equivalent governing body, must appoint external auditors from internationally recognized audit firms, whether domiciled in the country or not, considering their experience or specialization in the business model and information obligations.

Communication of the appointment of an external auditor to the Superintendence Art. 22.- SICAFs must communicate to the Superintendence, no later than ten business days after the date of appointment, the name of the selected external auditor, attaching the certification of the minutes point from the General Meeting or its equivalent body where the appointment was approved.

Separation or resignation of the external auditor Art. 23.- SICAFs must inform about the separation or resignation of the external auditor, explaining to the Superintendence the reasons for the resignation from their position, the intention to do so, or the termination of their contract with the entity that hired them. This notification must be made no later than three business days after the event occurred. In the case of the termination of the contract with the external auditor, the name of the substitute and the date from which the latter will begin their duties must be indicated. In these cases, notifications must be made no later than three business days after their appointment.

External Audit
Art. 24.- The external auditors appointed for SICAFs must carry out audits considering as a minimum the following aspects:
a) Verification during the accounting period that accounting accounts and economic and operational facts are correctly recorded in their accounting records; b) Carry out the planning, execution, and quality control of the audit; c) Issue a report containing the opinion on the financial statements and their notes, with a detail of the audit results; and d) Issue an independent opinion on whether the financial statements have been prepared, in all material aspects, in accordance with the legal, regulatory, and financial framework applicable to each audited entity, which provides reasonable assurance to users thereof, that they do not contain significant errors or omissions.

Attestations
Art. 25.- At the request of the SICAF and after a resolution has been issued by its General Meeting or its equivalent governing body, external auditors may be designated to carry out their activities in accordance with the criteria established in International Standards on Auditing and Assurance 3000, ISAE 3000 Revised, issued by the International Auditing and Assurance Standards Board (IAASB), and to report on their conclusions in the context of a certification, internationally known as "Attestations".

Submission of Financial Information and Audit Report Art. 26.- SICAFs must submit to the Superintendence, on June 30 and December 31 of each year, the financial information, which must be accompanied by the report from the external audit firm or attestations, in accordance with what is established in Article 56 of the Law. This must be submitted within a maximum deadline of ninety calendar days after the end of each period. Once the information has been presented in due form by the SICAF, the Superintendence must issue a receipt certificate, in accordance with what is established in the third and fourth paragraphs of Article 56 of the Law.

CHAPTER V
RISK MANAGEMENT FRAMEWORK

Risk management policies and manuals
Art. 27.- The administration of the SICAF must approve and develop policies to define the management framework for each type of risk to which they are exposed, allowing them to reduce their vulnerability and losses from such risks and to promote a culture of prevention and risk management throughout the organization. For risk management, the administration of the SICAF must have a continuous and documented process to identify, measure, control, and mitigate, monitor, and communicate the risks to which they are exposed. For the development of the risk management manual, the administration of the SICAF must consider the implementation of prudential measures and best practices referred to risk management.

CHAPTER VI
OTHER PROVISIONS AND VALIDITY

Information retention period
Art. 28.- Information and operations related to shareholders in the SICAF must be preserved in accordance with the period established in the Special Law for the Prevention, Control, and Sanction of Money Laundering, Financing of Terrorism, and Proliferation of Weapons of Mass Destruction.

Submission of information for authorization of constitution or modification Art. 29.- Copies presented to the Superintendence, in compliance with what is established in these Standards, must be legible and certified by a Salvadoran Notary. In cases where the copies correspond to the Unique Identity Document (DUI) and the Tax Identification Number (NIT), notarial certification is not required. Likewise, signatures that match all types of documentation issued in El Salvador must be legalized by a Salvadoran Notary, or use a certified electronic signature. Notwithstanding the foregoing, if the documentation presented originates from abroad, both the copies and the signatures contained therein must be authenticated or certified by a foreign notary or official, as appropriate, and follow the apostille procedure in the case of countries signatories to the "Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents"; otherwise, they must be legalized by the Head of the Diplomatic Mission, Consul, Vice-Consul, or Officer in Charge of Consular Affairs of El Salvador, or failing that, by officials from the Ministry of Foreign Relations from which such documents originate.

Sanctions
Art. 30.- Non-compliance with the provisions contained in these Standards will be sanctioned in accordance with what is established in the Law on Supervision and Regulation of the Financial System.

Unforeseen aspects
Art. 31.- Aspects not provided for in regulatory matters in these Standards will be resolved by the Standards Committee of the Central Bank.

Validity
Art. 32.- These Standards will enter into force as of January 2, 2026.