Technical Standards for the Transfer, Merger, Dissolution and Liquidation of Alternative Private Investment Funds, Administrators and Fixed Capital Investment Companies

CNBCR-10/2025 NDMC-41
TECHNICAL STANDARDS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF ALTERNATIVE PRIVATE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 12/17/2025 Validity: 01/02/2026

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

CONSIDERING:

I. That Article 5, second paragraph, of the Law on Alternative Private Investment Funds, establishes that it corresponds to the Central Bank, through its Committee of Standards, within its scope of competence, to issue the necessary technical standards that allow the operation of PAIF and the Administrator Companies, regulating at least aspects such as the transfer, liquidation, and dissolution of the Administrator Companies and the PAIF, as applicable.

II. That Article 20, first paragraph, of the Law on Alternative Private Investment Funds, establishes that the merger of Administrator Companies requires prior authorization from the Administration of the same and from the Superintendence, and must be carried out in accordance with the standards established in the Commercial Code.

III. That Articles 21 and 58 of the Law on Alternative Private Investment Funds establish the cases in which the dissolution and liquidation of an Administrator Company or a SICAF, respectively, will proceed.

IV. That Article 26, third paragraph, of the Law on Alternative Private Investment Funds, establishes that the minimum content of the transfer plan, as well as the guidelines that must be followed to guarantee its execution, will be developed in the technical standard issued by the Central Bank, through its Committee of Standards, for such purposes.

V. That Article 43, third paragraph, of the Law on Alternative Private Investment Funds, establishes that the procedure for the liquidation of a subordinate PAIF will be developed in the technical standards issued by the Central Bank, through its Committee of Standards, for such purposes.

VI. That Article 44 of the Law on Alternative Private Investment Funds establishes that the Council, at the request of an Administrator Company, may authorize the merger of Funds. For the application of said article, the Central Bank will issue technical standards that will establish the procedure to request merger authorization from the Superintendence and the documents that will accompany said request, including the merger agreements, the modifications to the Internal Regulations and to the models of subscription agreements for participation quotas; as well as the information that must be available to the participants before and after the merger, considering the modifications to the investment policies of the respective Funds and the calculation method of the exchange ratio that will be used for the conversion of quotas. To grant the aforementioned authorization, the solvency certificates of the Tax Administration of the respective Funds must be presented, under the terms provided in the tax laws for such cases.

VII. That Article 2, second paragraph, of the Law on Supervision and Regulation of the Financial System, establishes that the good functioning of the Financial Supervision and Regulation System requires, from the members of the financial system and other supervised entities, compliance with current regulations and the adoption of the highest standards of conduct in the development of their business, acts, and operations, in accordance with what is established in this Law, in other applicable laws, in the regulations, and in the technical standards issued for such effect.

THEREFORE, in virtue of the regulatory powers conferred by Article 99 of the Law on Supervision and Regulation of the Financial System, AGREES to issue the following:

TECHNICAL STANDARDS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF ALTERNATIVE PRIVATE INVESTMENT FUNDS, ADMINISTRATOR COMPANIES AND FIXED CAPITAL INVESTMENT COMPANIES

CHAPTER I
OBJECT, SUBJECTS AND TERMS

Object
Art. 1.- These Standards aim to establish the provisions applicable to the processes of transfer, merger, dissolution, and liquidation of subordinate and autonomous Alternative Private Investment Funds, Fixed Capital Investment Companies, and Administrator Companies of Alternative Private Investment Funds, in accordance with what is provided in the Law on Alternative Private Investment Funds.

Subjects
Art. 2.- The subjects obliged to comply with the provisions established in these Standards are:
a) Fixed Capital Investment Companies; and b) Administrator Companies of Alternative Private Investment Funds and the Funds they administer.

Terms
Art. 3.- For the purposes of these Standards, the terms indicated below have the following meaning:
a) Central Bank: Central Bank of Reserve of El Salvador; b) Quotas: Participation quotas or contributions; c) Custodian: Company specialized in the deposit and custody of securities; d) Alternative Funds or by its acronym in English "PAIF": Alternative Private Investment Funds, in accordance with what is established in the Law on Alternative Private Investment Funds; e) Board of Directors: Collegiate body or equivalent body, in charge of the administration of the Administrator Company of Alternative Private Investment Funds or Fixed Capital Investment Company, with supervision, direction, and control functions; f) Law: Law on Alternative Private Investment Funds; g) PAIF: Alternative Private Investment Funds (PAIF, by its acronym in English); h) Autonomous PAIF: In accordance with Article 3 of the Law on Alternative Private Investment Funds, they are 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; i) Subordinate PAIF: In accordance with Article 3 of the Law on Alternative Private Investment Funds, these are PAIF that are formed through the contributions or assets of investors that are delivered to an Administrator Company with the purpose that this administers them exclusively for the benefit of these same investors; j) Participant: Investor in an Alternative Private Investment Fund; k) Information Prospectus: Information prospectus of participation quotas in the case of subordinate PAIF; l) Internal Regulation: Document that contains all the specific characteristics and rules that govern the operation of a certain alternative fund, in accordance with Article 31 of the Law on Alternative Private Investment Funds. The term will also serve to refer to what is established as definitive documents of Alternative Funds in Article 47 of the aforementioned Law; m) SICAF: Fixed Capital Investment Company; n) Administrator Company: Administrator Company of Subordinate Alternative Private Investment Funds; o) Partner or Shareholder: Investor in an autonomous PAIF; and p) Superintendence: Superintendence of the Financial System.

CHAPTER II
TRANSFER OF SUBORDINATE PAIF

Transfer of a subordinate PAIF
Art. 4.- The transfer of a subordinate PAIF, as a patrimony unit, can only be carried out in favor of another Administrator Company authorized by the Superintendence and must comprise all the assets, rights, and obligations that constitute the asset and liability of the subordinate PAIF, as well as guarantees, sureties, or bonds thereof.

Grounds for transfer of a subordinate PAIF
Art. 5.- The transfer of a subordinate PAIF will proceed for any of the following grounds:
a) By revocation of the authorization to operate of the Administrator Company, after exhausting the due process established in Article 22 of the Law; b) By dissolution of the Administrator Company in accordance with what is established in Article 21 of the Law and the Commercial Code; or c) By decision of the Administrator Company.

In the case of revocation of the authorization to operate of the Administrator Company, once it is final, on the next business day, the transferor Administrator Company must inform the participants directly about said revocation either by printed, electronic, or magnetic means as requested by the same in the subscription agreement for quotas, which allow to corroborate the notification management in a reliable manner. Likewise, it will inform the participants of the operations that the Superintendence has authorized it to perform, while the transfer plan established in Article 11 of these Standards is approved.

Transfer of subordinate PAIF by revocation of authorization to operate of the Administrator Company Art. 6.- Within three business days following receipt of the notification of revocation to operate, the Administrator Company will send a note to the Superintendence, signed by the Legal Representative or Attorney-in-fact of the same, attaching the following:
a) Suggestion of the Administrator Company to which it recommends transferring the subordinate PAIF it administers; b) Certification of the minute point in which the agreement to transfer the subordinate PAIF by the Board of Directors of the transferor Administrator Company is recorded; c) Certification of the Board of Directors agreement of the transferee Administrator Company in which the acceptance of the administration of the subordinate PAIF to be transferred is recorded; d) Sworn Declaration issued by the transferee Administrator Company in which it states that it complies with the requirements established in Article 10 of these Standards; and e) Transfer plan of the subordinate PAIF, in accordance with what is established in Article 11 of these Standards. The Superintendence will authorize the transfer of the PAIF, in accordance with what is established in Article 12 of these Standards.

Deadline for the transfer of subordinate PAIF by revocation of authorization Art. 7.- Within fifteen days following notification of the revocation, the Administrator Company will proceed with the transfer of the subordinate PAIF, in accordance with what is established in Article 15 of the Law.

Transfer of subordinate PAIF by dissolution agreement or by decision of the transferor Administrator Company Art. 8.- In the case of dissolution or by decision of the Administrator Company, it will request in writing from the Superintendence the authorization for the transfer of the administration of a subordinate PAIF. Such request will be signed by the Legal Representative or Attorney-in-fact of the Administrator Company, attaching the following:
a) Certification of the minute point in which the agreement to transfer the subordinate PAIF by the Board of Directors of the transferor Administrator Company is recorded; b) Justification of the transfer decision if it obeys a dissolution agreement or by decision of the transferor Administrator Company; c) Certification of the Board of Directors agreement of the transferee Administrator Company in which the acceptance of the administration of the subordinate PAIF to be transferred is recorded; d) Sworn Declaration issued by the transferee Administrator Company in which it states that it complies with the requirements established in Article 10 of these Standards; and e) Transfer plan of the subordinate PAIF established in Article 11 of these Standards, taking into account the reference date of the agreement to transfer the subordinate PAIF. The certifications of the minute points referred to in letters a) and c) of this article will be submitted for processing only once. The Superintendence will authorize the transfer of the PAIF, in accordance with what is established in Article 12 of these Standards.

Deadline to carry out the transfer of subordinate PAIF by dissolution or by decision of the Administrator Company Art. 9.- The transfer of the administration of the subordinate PAIF by dissolution or by decision of the Administrator Company must be carried out within twenty business days following the communication to the Superintendence in accordance with Article 11 of these Standards. At the request of the Administrator Company, the Superintendence may extend, before its expiration, the deadline referred to in the first paragraph of this article, for which it must present in writing the reasons justifying the request. The extension deadline cannot exceed ten business days and will begin to run from the expiration date of the original deadline. In cases of dissolution of the Administrator Company, it may dissolve itself only after having transferred the subordinate PAIF to the transferee Administrator Company; likewise, the transferor Administrator Company will maintain the guarantee corresponding to the transferred subordinate PAIF, in accordance with what is established in Article 12 of the Law. If within the established deadline, the subordinate PAIF have not been able to be transferred to the transferee Administrator Company, their liquidation will proceed in accordance with what is established in Article 43 of the Law and Chapter IV of these Standards.

Requirements of the transferee Administrator Company Art. 10.- The transferee Administrator Company must comply at least with the following requirements:
a) Have an authorized investment administrator for the type of assets that make up the subordinate PAIF to be received; and b) Have the necessary human and technological resources to administer the transferred subordinate PAIF.

Minimum content of the transfer plan of the subordinate PAIF Art. 11.- The transfer plan of the subordinate PAIF must contain at least the following:
a) Transfer schedule and those responsible for its execution; b) Report of the subordinate PAIF to be transferred detailing: its composition, number of participants and their quotas, as well as the inventory of the assets and liabilities that make it up on the date the revocation of the authorization becomes final; c) Notification process to the participants regarding the transfer, in accordance with what is established in Article 13 of these Standards; d) Procedure or mechanism for redemption due to modifications in accordance with what is established in the Internal Regulation, as well as the detail of the actions to be taken in case instructions from the participant have not been received or contact with them has not been possible; e) Account statement of the securities of the subordinate PAIF to be transferred by the Custodian; and f) Other aspects that the transferor Administrator Company deems convenient.

Authorization of the transfer, transfer plan, and transferee Administrator Company of the subordinate PAIF Art. 12.- The Superintendence will authorize the transfer, the transfer plan, and the suggested transferee Administrator Company, or another Administrator Company of its choice, and will recommend the corresponding modifications to the plan presented by the transferor Administrator Company, within the peremptory deadline of five business days following the presentation. The Superintendence will verify compliance with the requirements established in Article 10 of these Standards. The Superintendence will notify the authorization of transfer to the transferor Administrator Company, the transferee Administrator Company, and the Custodian, within three business days following the authorization of the transfer plan of the subordinate PAIF. The transferor Administrator Company must comply with the transfer plan authorized by the Superintendence. In the case that the actions of the transferor Administrator Company do not correspond to the presented and authorized plan, the Superintendence will proceed in accordance with what is established in the second paragraph of Article 26 of the Law.

Notification to the participant in the process of transfer of subordinate PAIF Art. 13.- On the next business day following receipt of the authorization of transfer of the subordinate PAIF, for the different grounds, the transferor Administrator Company must notify the participant in a clear, truthful, complete, and timely manner, so that it is understandable, avoiding hiding or minimizing important warnings, with the following minimum content:
a) Date of transfer authorization by the Superintendence; b) Justification of the transfer process; c) Name of the transferee Administrator Company; d) Deadline to request redemption of participation quotas; and e) Place and person designated to attend inquiries related to the communication. Such communication to the participant will be made in accordance with what is established in Article 47 of these Standards.

Documentation of the subordinate PAIF to be transferred Art. 14.- Once the authorization of transfer of the subordinate PAIF is received, the Legal Representative or Attorney-in-fact of the transferee Administrator Company, within a deadline not greater than five business days, must send to the Superintendence the following documentation and information:
a) Drafts of the Internal Regulation, Information Prospectus, and model of subscription agreement for participation quotas; b) Documents related to the constitution of the guarantee of the subordinate PAIF, according to its nature; c) Certification of the agreement of the Board of Directors of the Administrator Company in which the entity that will be the representative of the beneficiaries of the guarantee is designated; d) Acceptance of the entity as representative of the beneficiaries of the guarantee; e) Method of valuation of investments in securities; and f) Other documentation that the transferee Administrator Company considers necessary. The documentation may be presented through the means made available by the Superintendence, which may be electronic.

Transfer of securities
Art. 15.- Once the transfer is authorized, the transferor Administrator Company will send to the Custodian of the securities of the subordinate PAIF the instruction to transfer these to the destination account that the transferee Administrator Company possesses for the administration of the securities of the portfolio of the transferred subordinate PAIF. The transferor Administrator Company, as well as the Custodian of the securities of the subordinate PAIF to be transferred, will cease in their functions once the transferee Administrator Company has registered in its accounts the securities that make up the subordinate PAIF. Once the securities are transferred to the destination account of the transferee Administrator Company, the transferred subordinate PAIF may begin operations under its administration.

Responsibility
Art. 16.- The transferee Administrator Company will succeed by operation of law to the transferor Administrator Company in its rights and obligations, including tax ones, once the transfer of the subordinate PAIF has finished, without prejudice to the responsibility of the transferor Administrator Company during its administration of the subordinate PAIF. Once the transfer is authorized, the transferee Administrator Company will have one hundred and eighty days to carry out the necessary adaptations to comply with the provisions of the Law.

Modifications in the National Registry Center
Art. 17.- In the case that the subordinate PAIF possesses real estate, the transferee Administrator Company will carry out the necessary procedures in the National Registry Center to register the respective modifications.
The transferee Administrator Company will present before the Real Estate and Mortgage Registry the documentation requested by it, adding the authorization of transfer by the Superintendence.

CHAPTER III
MERGER OF SUBORDINATE PAIF AND ADMINISTRATOR COMPANIES

Merger of subordinate PAIF
Art. 18.- Two or more subordinate PAIF may merge, provided that such merger is carried out between similar subordinate PAIF and of the same classification, considering at least the following characteristics:
a) Participant profile; b) Investment policy; c) Risks inherent to the subordinate PAIF; and d) Others that are in accordance with the characteristics of the subordinate PAIF to be merged.

Modalities of Merger
Art. 19.- The merger of subordinate PAIF can occur in two forms:
a) Creation of a new subordinate PAIF: when one or more subordinate PAIF integrate a new subordinate PAIF; and b) Merger by absorption: when an existing subordinate PAIF absorbs another or others.
The merger of subordinate PAIF comprises all the assets, rights, and obligations that constitute the asset and liability of each subordinate PAIF, as well as guarantees, sureties, or bonds.

Merger of Administrator Companies
Art. 20.- The merger of Administrator Companies requires prior authorization from the Superintendence and must be carried out in accordance with the rules established in the Commercial Code.
In the case of merger of Administrator Companies, the conditions established in the subscription agreements for quotas, Internal Regulation, and Information Prospectus of each subordinate PAIF will be respected as they were originally stipulated.

Application for Authorization of Merger of Subordinated PAIF

Art. 21.- The application for authorization of merger of subordinated PAIF to be submitted to the Superintendence must be signed by the Legal Representative or Attorney-in-fact of the Administrator, detailing the reasons justifying the merger and must contain the following information and documentation:
a) Board of Directors Agreement of the Administrator approving the application for merger of the subordinated PAIF; b) Extraordinary Shareholders' Meeting Agreement in which the merger is agreed upon; c) Merger scheme, stipulating the form, which may be the creation of a new subordinated PAIF or by absorption, identifying the subordinated PAIF that survives; d) Schedule to carry out the merger and those responsible for its execution; e) Draft Internal Regulations and Information Prospectus of the absorbing subordinated PAIF; f) Documentation proving the constitution of the guarantee required in Article 12 of the Law, in the event of the creation of a new subordinated PAIF; g) Financial Statements as of the date of the agreement in which the merger of the subordinated PAIF was approved; h) Swap method for the conversion of shares;

CNBCR-10/2025 NDMC-41
TECHNICAL NORMS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF PRIVATE ALTERNATIVE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 17/12/2025 Validity: 02/01/2026

i) Report of the subordinated PAIF to be merged detailing: their composition, including the number of participants and their shares, as well as the inventory of assets and liabilities comprising them as of the date of the merger application; j) Investment policy of the subordinated PAIF resulting from the merger; and k) Tax Clearance Certificates from the Tax Administration of the respective subordinated PAIF.

In merger processes, the swap method for the conversion of shares referred to in item h) of this article, shall be carried out in accordance with Annex No. 1 of these Norms.
The application and documentation may be submitted through the means made available by the Superintendence, which may be electronic. In any case, the deadline referred to in the first paragraph of Article 22 of these Norms shall begin to run from the next business day after the application has been submitted.

Procedure for Merger Authorization

Art. 22.- Upon receipt of the application for authorization of merger of the subordinated PAIF, in accordance with what is established in Article 21 of these Norms, the Superintendence shall proceed to verify compliance with the requirements defined by the Law and these Norms regarding the merger of subordinated PAIF, having a period of up to twenty business days to authorize or deny the merger of the subordinated PAIF.

If the application is not accompanied by the complete and duly formatted information detailed in Article 21 of these Norms, the Superintendence, due to the lack of necessary requirements, may require the Administrator 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 Administrator when there are reasons justifying such extension.

The Superintendence in the same notice shall indicate to the Administrator that if the information is not completed within the aforementioned period, it will proceed without further procedure to archive the application, without prejudice to its right to submit a new application.

If after the analysis of the documentation presented in accordance with Article 21 of these Norms, the Superintendence has observations or when the documentation or information presented does not prove sufficient to establish the facts or information intended to be accredited; the Superintendence shall notify the Administrator once to remedy the deficiencies communicated or present additional documentation or information requested.

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

CNBCR-10/2025 NDMC-41
TECHNICAL NORMS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF PRIVATE ALTERNATIVE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 17/12/2025 Validity: 02/01/2026

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 deficiencies notified so requires.

Extension Period

Art. 23.- The Administrator may submit to the Superintendence an application for extension of the period indicated in the fifth paragraph of Article 22 of these Norms, before the expiration of said period, stating the grounds on which it is based and proposing, if applicable, the relevant evidence.

The extension period may not exceed ten business days and shall begin from the next business day following the expiration date of the original period.

Suspension of Period

Art. 24.- The period of twenty business days indicated in Article 22 of these Norms, shall 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 said article, until the observations required by the Superintendence are remedied.

Resolution

Art. 25.- Upon completion of the procedure for the authorization of the merger, once the documents have been duly presented, the Superintendence shall proceed to issue an agreement authorizing or denying the merger of the corresponding subordinated PAIF.

Within three business days following the adoption of the agreement authorizing the merger of the subordinated PAIF, the Superintendence shall notify the Administrator and the Custodian of the values of the subordinated PAIF to be merged.

Documentation of the New Subordinated PAIF or Modifications by Absorption of a Subordinated PAIF

Art. 26.- In the event that the agreement by the Superintendence is favorable, the Administrator, within a maximum period of fifteen business days from the communication of said agreement, shall remit to the Superintendence definitively the following documentation:
a) Internal Regulations of the subordinated PAIF, signed by the person authorized to do so, including all annexes referenced therein; b) Information Prospectus, signed by the person authorized to do so, including all annexes referenced therein; and c) Documentation proving the constitution of the guarantee required in Article 12 of the Law.

Information to the Participant on the Merger Process

Art. 27.- Upon receipt of the merger authorization, the Administrator must notify the participant in a clear, truthful, complete, and timely manner, so that it is understandable, avoiding hiding or minimizing important warnings to the participant regarding the merger process with the following minimum content:
a) Copy of the certification of the minute point in which the Board of Directors' agreement is recorded, in which the request to the Superintendence for the merger of the subordinated PAIF was approved, including the justification for this decision; b) Merger authorization by the Superintendence; c) Value of their participation shares current as of the date; and d) Swap method for the participation share.

The communication to the participant shall be carried out in accordance with what is established in Article 47 of these Norms.

Communication to the Custodian

Art. 28.- The Administrator shall remit to the Custodian of the values of the subordinated PAIF, the instruction for transfer to the destination account that has been opened for the administration of the values of the portfolio of the absorbing subordinated PAIF or the new subordinated PAIF. This instruction shall enter into force from the date of the Superintendence's resolution authorizing the merger.

Presentation of Financial Statements

Art. 29.- After the transfer of the values to the new destination account, the Administrator shall present to the Superintendence, within three business days following, the Financial Statements of the new subordinated PAIF or absorbing subordinated PAIF.

Modifications in the National Registry Center

Art. 30.- In the event that the subordinated PAIF owns real estate, the Administrator shall carry out the necessary procedures at the National Registry Center to register the respective modifications.
The ceding Administrator shall present to the Real Estate and Mortgage Registry the documentation requested by it, adding the transfer authorization by the Superintendence.

CHAPTER IV
LIQUIDATION OF SUBORDINATED PAIF

Art. 31.- A subordinated PAIF may be liquidated at the request of its Administrator, due to the revocation of the authorization to operate of the Administrator that manages the subordinated PAIF, or if the administration has not been transferred to another Administrator.

Liquidation expenses, including the fees of the Fund's liquidator, may be claimed from the Administrative Institution by the Fund's liquidator.

During the liquidation process, the subordinated PAIF will continue under the supervision of the Superintendence, in accordance with what is established in Article 5 of the Law.

The administration and custody regimes will continue to apply to the assets of the subordinated PAIF subject to them, until they are liquidated. The liquidation of a subordinated PAIF does not imply the automatic termination of the corresponding administration or custody contracts, without prejudice to the liquidator's power to terminate them.

Liquidation Process Due to Revocation of Authorization to Operate

Art. 32.- The liquidation of a subordinated PAIF shall be carried out by its Administrator. In the event that the Administrator receives the revocation of the authorization to operate or when the Superintendent so determines, based on technical information, the latter must request a Judge with jurisdiction in commercial matters to appoint a liquidator, proposing a slate for this purpose.

When the causes referred to in the previous paragraph occur and no communication regarding the liquidation of the subordinated PAIF is received by the Superintendence, it shall act ex officio to safeguard the interests of the participants, for which the Superintendent must request with urgent qualification a Judge with jurisdiction in commercial matters to appoint the liquidator, from a slate proposed by the Superintendent.

In the event that it corresponds to the Judge to appoint the liquidator, they must do so within the non-extendable period of sixteen business hours of receiving the request. Until this happens, the Board of Directors of the Superintendence must appoint a delegate with the object of preserving the assets of the subordinated PAIF, establishing their functions and fees in the corresponding appointment. The latter at the expense of the subordinated PAIF.

Once the liquidator is appointed, the liquidation for a subordinated PAIF must be carried out within the period established by the Judge for this purpose. However, this period may be extended once by the period authorized by the Board of Directors of the Superintendence if the liquidation is under the responsibility of the Administrator, or in its case, by the Judge who appointed the liquidator.

CNBCR-10/2025 NDMC-41
TECHNICAL NORMS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF PRIVATE ALTERNATIVE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 17/12/2025 Validity: 02/01/2026

Powers of the Liquidator

Art. 33.- The liquidator of a subordinated PAIF shall have the following powers:
a) Conclude operations that may have remained pending; b) Collect what is owed to the subordinated PAIF and pay its obligations; c) Sell the assets of the subordinated PAIF; d) Prepare the final balance sheet of the liquidation of the subordinated PAIF; e) Remit to the Superintendence the final balance sheet and have it published once in the national circulation newspaper indicated in the prospectus; f) Proportionally liquidate the participants' shares; and g) Grant the liquidation deed, remitting to the Superintendence a certified copy of the testimony of this.

The liquidator must remit to the Superintendence all information that it requests.
The liquidator is strictly prohibited from initiating new operations.

For all tax purposes, the liquidators of the subordinated PAIFs shall be considered jointly and severally liable as their representatives; and prior to carrying out any type of action, they must prove such quality before the Tax Administration, through the document recording their election as such and the express acceptance of the position.

Non-compliance with what is established in this article shall incur the liquidator in civil and criminal liabilities as applicable.

Art. 34.- The liquidation of a subordinated PAIF shall be carried out in accordance with the administration and liquidation norms established in the prospectus.

Once the liquidator is appointed, the Administrator must deliver to them all goods, records, and documents of the subordinated PAIF; this delivery shall be recorded in a detailed inventory signed by both parties. In the event that the Administrator does not carry out this delivery, it must be done by the delegate appointed in accordance with Article 32 of these Norms or by a delegate expressly appointed by the Board of Directors of the Superintendence for this purpose.

When the Administrator is responsible for carrying out the liquidation, they must initiate it by drawing up said inventory.

The liquidation of a subordinated PAIF must be audited by an external audit firm, registered with the Superintendence.

CNBCR-10/2025 NDMC-41
TECHNICAL NORMS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF PRIVATE ALTERNATIVE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 17/12/2025 Validity: 02/01/2026

CHAPTER V
DISSOLUTION AND LIQUIDATION OF ADMINISTRATORS

Art. 35.- The dissolution and liquidation of an Administrator shall proceed for any of the following causes:
a) By reduction of equity below the minimum amount required by the Law; b) By judicial declaration of bankruptcy; c) By non-compliance or infractions of the Law, after the respective administrative procedure; or d) When a period of one continuous year has elapsed without the Administrator managing at least one subordinated PAIF. The Board, once at the request of the Administrator, may extend the aforementioned period by up to six months.

Upon the occurrence of any of the dissolution and liquidation causes, the Superintendence shall notify these causes to the Administrator and grant them a hearing, to present the corresponding allegations, which shall be held within four business days following the respective notification. Exhausting the due process and based on technical reports and available information, the Superintendence shall issue a resolution revoking or not the authorization to operate of the Administrator.

Upon the revocation of the authorization to operate of the Administrator, and within fifteen days following the respective notification, it must proceed to the transfer to another Administrator of the subordinated PAIFs it manages. For the transfer of the subordinated PAIFs, what is stipulated in the Law and these Norms must be observed.

The revocation of the Administrator's authorization does not inhibit it from carrying out the necessary acts to carry out the transfer of the subordinated PAIFs, always under the supervision of the Superintendence during the transfer period.

Voluntary Dissolution and Liquidation

Art. 36.- The Administrator that decides to initiate the process for its dissolution and timely liquidation due to the occurrence of any of the causes contemplated in letters a), b), c) or d) of the first paragraph of Article 35 of these Norms, must convene for such purposes an extraordinary general meeting in accordance with the procedure established in its social agreement, and in its defect, in the Commercial Code.

The decisions taken in said general meeting must have the quorum of attendance and voting established in the social agreement of the Administrator initiating the dissolution process and must be issued in the form and with the requirements established in said social agreement and, in its defect, by what the Commercial Code provides for such purposes.

The Administrator must communicate the aforementioned convening to the Superintendence within a period of two business days, counted from the day following its issuance. If the shareholders or representatives of all shares dividing the social capital of the Administrator are found assembled and they agree to install the meeting approving by unanimity the agenda for the purposes of this article, the Administrator in question must give immediate notice of such situation to the Superintendence.

Upon holding the aforementioned general meeting and adopting the corresponding agreement, the Administrator must send a certification thereof to the Superintendence within a period of five business days counted from the day following the celebration of said meeting, attaching to it the draft of the corresponding dissolution deed.

Upon receiving the agreement and the draft of the dissolution deed and not observing it, the Superintendence within a period of five business days shall authorize said draft so that the Administrator proceeds to sign the respective deed; if it observes it, the interested Administrator shall have a period of three business days to remedy the observations made and within the same period must present it again to the Superintendence.

Having remedied all observations made by the Superintendence to the respective draft, the interested Administrator shall have three business days to grant the corresponding dissolution deed through the person or persons designated by the general meeting for such purposes.

Prior to the registration of said deed in the Commercial Registry, the Administrator must publish the dissolution agreement in accordance with what is prescribed in the Commercial Code.

Thirty days having elapsed from the last publication without opposition being presented, its registration in said registry shall proceed.

Dissolution shall take effect from the date of registration of the corresponding testimony in the Commercial Registry.

Art. 37.- Once the Administrator is dissolved, it shall be put into liquidation. Its denomination shall be added with the phrase: "in liquidation".

Prior to the start of the liquidation process and within a period of ten business days counted from the registration of the testimony of the deed in the Commercial Registry, the dissolved Administrator must request in writing to the Superintendence authorization to initiate said process and for a period to be set in which the corresponding liquidation shall be verified. Attached to said writing, the Administrator must present a liquidation plan, to which a delegate appointed by the Superintendent shall follow up.

If the Administrator omits to present the authorization request along with the respective plan or if having presented them fails to comply with the authorized plan, this shall empower the Superintendent to proceed in accordance with what is provided in these Norms for the case of forced liquidation, the Superintendent being able to appoint one or more liquidators in substitution of those designated or appointed by the Administrator.

Art. 38.- If the liquidators have not been appointed within the same dissolution agreement taken by the general meeting, the appointment of the liquidators shall proceed in accordance with what is provided in its social agreement and in its defect to what is provided in the Commercial Code.

Art. 39.- The liquidators shall be in charge of safeguarding the equity of the Administrator. For this purpose, they may exercise legal representation and the administration of the Administrator and carry out the other functions assigned to them; as well as the other functions inherent to their position.

Art. 40.- The liquidation shall be carried out in accordance with the provisions of the Law, these Norms, those contained in the Social Agreement, in the agreements taken by the General Meeting of Shareholders, in order; and in its defect, in accordance with what is provided in the Commercial Code.

Forced Dissolution and Liquidation
Art. 41.- If in the general meeting referred to in article 36 of these Norms the grounds for dissolution are not recognized and the respective dissolution is not agreed upon, or if for any reason attributable to the Administrator or its administrators the general meeting in question is not held, or when the conditions established in the third paragraph of article 37 of these Norms are met, the Superintendent will judicially request the dissolution of the same, until after the subordinate PAIF(s) have been transferred or their liquidator appointed, without prejudice to the powers of the Attorney General's Office. Art. 42.- During the judicial process referred to in article 41 of these Norms, the Administrator may not continue with the operations indicated by the Law. Art. 43.- Once the Administrator is dissolved and its liquidation ordered, the following shall be done:

CNBCR-10/2025 NDMC-41
TECHNICAL NORMS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF PRIVATE ALTERNATIVE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 12/17/2025 Validity: 01/02/2026

a) The phrase "in liquidation" shall be added to the name of the Administrator; and b) The Superintendent shall appoint one or more liquidators, to whom he shall set the deadline in which the liquidation must be carried out.
Art. 44.- The appointed liquidator or liquidators shall have as their main duty the safeguarding of the Administrator's assets and shall not carry out new operations. For this purpose, they may exercise legal representation and administration of the Administrator, and carry out the other functions assigned to them; as well as others inherent to their position. Failure to comply with the provisions of the previous paragraph shall make the liquidators liable for civil and criminal responsibilities as applicable, without prejudice that they shall be liable with their personal assets for damages caused to the assets of the Administrator in liquidation or to third parties.
CHAPTER VI
DISSOLUTION AND LIQUIDATION OF SICAFs
Art. 45.- Without prejudice to the grounds established in the Commercial Code, the dissolution and liquidation of a SICAF shall proceed in accordance with what is established in article 58 of the Law.
Upon the occurrence of any of the grounds for dissolution and liquidation, the Superintendence shall notify the SICAF of these grounds and grant it a hearing to present the corresponding allegations, which shall be held within four business days following the respective notification, presenting the following information:
a) Agreement of the SICAF's administration in which it recognizes or does not recognize the grounds for the dissolution and liquidation of the same; b) Financial Statements as of the date on which the SICAF took the agreement regarding its dissolution and liquidation; c) Report from the autonomous PAIF, detailing: composition of these, including number of shareholders or partners and their participations, as well as the inventory of assets and liabilities that make it up as of the date of the dissolution and liquidation agreement; and d) Other documents that the SICAF considers relevant for its dissolution and liquidation.

Having exhausted the due process and based on technical reports and available information, the Superintendence shall issue the corresponding resolution.
Art. 46.- The procedure for the liquidation and dissolution of a SICAF shall be developed in accordance with what is established in the Commercial Code, and in the administration and liquidation norms of the SICAF that it has established in its definitive documents.
CHAPTER VII
OTHER PROVISIONS AND VALIDITY

Communication to the participant
Art. 47.- In both the transfer or merger processes of subordinate PAIFs, communication to the participant shall be carried out in accordance with the means established in the respective quota subscription agreement.

Sanctions
Art. 48.- Non-compliance with the provisions contained in these Norms shall be sanctioned in accordance with what is established in the Law on Supervision and Regulation of the Financial System.

Unforeseen Aspects
Art. 49.- Unforeseen aspects in regulatory matters in these Norms shall be resolved by the Central Bank of El Salvador, through its Norms Committee.

Validity
Art. 50.- These Norms shall enter into force as of January 2, 2026.

CNBCR-10/2025 NDMC-41
TECHNICAL NORMS FOR THE TRANSFER, MERGER, DISSOLUTION AND LIQUIDATION OF PRIVATE ALTERNATIVE INVESTMENT FUNDS, ADMINISTRATORS AND FIXED CAPITAL INVESTMENT COMPANIES Approval: 12/17/2025 Validity: 01/02/2026
Annex No. 1
Method of exchange for the conversion of quotas

Merger by absorption

Number of equivalent quotas = (VCabsorbed ÷ VCabsorbing) ∗ N Where:
Number of equivalent quotas: Number of quotas in the absorbing PAIF to which the participant of the Absorbed PAIF is entitled.
VCabsorbed: Value of the participation quota of the absorbed PAIF on the day of the merger.
VCabsorbing: Value of the participation quota of the absorbing PAIF on the day of the merger.
N: Number of participation quotas of the absorbed PAIF that the participant held at the time of the merger.
Example:
VCabsorbing: $ 2,000
VCabsorbed: $ 1,000
N: 100
Number of quotas = (1000 ÷ 2000) ∗ 100
Number of quotas = (0.5) ∗ 100
Number of quotas = 50
Merger by creation of a new PAIF

Number of equivalent quotas = (VCabsorbed ÷ VCnew) ∗ N

Where:
Number of equivalent quotas: Number of quotas in the new PAIF to which the participant of the Absorbed PAIF is entitled.
VCabsorbed: Value of the participation quota of the absorbed PAIF on the day of the merger VCnew: Value of the participation quota of the new PAIF established in the Placement Prospectus N: Number of participation quotas of the absorbed PAIF that the participant held at the time of the merger Example:
VCabsorbed: $ 2,000
VCnew: $ 1,000
N: 100
Number of quotas = (2000 ÷ 1000) ∗ 100
Number of quotas = (2) ∗ 100
Number of quotas = 200